C07237-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 13, 2024
2. SEC Identification Number
154675
3. BIR Tax Identification No.
948-229-000
4. Exact name of issuer as specified in its charter
CEBU AIR, INC
5. Province, country or other jurisdiction of incorporation
Cebu City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Basement 2 - R 01 - 02, Robinsons Galleria Cebu, General Maxilom corner S. Osmena Boulevard, Barangay Tejera, Cebu City Postal Code 6000 Postal Code 6000
8. Issuer's telephone number, including area code
09990408436
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 624,436,133
Convertible Preferred 309,471,601
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Cebu Air, Inc.CEB

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Buy-back of common and convertible preferred shares of Cebu Air, Inc. (the "Company").
Background/Description of the Disclosure

On 13 November 2024, the Board of Directors of Cebu Air, Inc. (the “Company”) approved the amendment and resumption of its Share Buyback Program (“SBP”), that was approved by the Board of Directors on February 28, 2011, involving up to Philippine Pesos: Two Billion (Php2,000,000,000.00) worth of the Company’s common shares. From 2011 up to present day, the Company has bought back 12,919,850 common shares costing Php950,881,502.

The terms and conditions set forth in 2011 shall be amended as follows:
a) Total amount for the SBP shall increase to up to Philippine Pesos: Two Billion (Php2,000,000,000.00).
b) The SBP will apply to both common shares (CS) and convertible preferred shares (CPS) of the Company, with no fixed allocation for each class of shares.
c) Other terms and conditions set forth in 2011 SBP, shall apply for both the CS and CPS of the Company, as follows:

1. The objectives of the SBP are to enhance shareholder value and to demonstrate confidence in the Company’s future prospects through the repurchase of both CS and CPS of the Company and through the return of a portion of the Company’s capital to its shareholders.
2. The SBP will not involve any active and widespread solicitation from the stockholders and will be implemented in the open market through the trading facilities of the Philippine Stock Exchange.
3. The SBP will not affect any of the Company’s prospective and existing projects and investments.

d) Subject to appropriate disclosures to the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), the program will commence upon the approval of the Board of Directors and will continue until the allocated amount has been fully utilized, or as otherwise determined by the Board.
e) Any significant development in the SBP will be duly disclosed to the SEC and the PSE.
f) The Board has designated Mr. Mark Julius V. Cezar, Chief Financial Officer, and Ms. Trina E. Asuncion, Vice President for Controllership, Financial Analytics, and Investor Relations, to supervise the SBP.

Additional Information:
1. Source of Funds: The program will be funded through internal resources.
2. Effectivity: The program will remain in effect until the allocated funds are fully utilized, or as otherwise determined by the Board.
3. CEB Share Information (as of November 12, 2024):
Common Shares:
• Issued and Outstanding: 624,436,133
• Listed: 637,355,983
• Treasury Shares: 12,919,850

Convertible Preferred Shares:
• Issued and Outstanding: 309,471,601
• Listed: 309,471,601
• Treasury Shares: None

4. If the full amount allocated for the buyback is utilized:
a. Total Amount Allocated: Up to Php2 billion.
b. Estimated number of shares to be repurchased (assuming that amount allocated for CS is 50% of the SBP, and for CPS is 50% of the SBP):

Common:
(in Pesos) up to 1,000,000,000
Market price as of November 12, 2024: P31.30
Estimated number of CEB common shares to be repurchased: up to 31,948,882
Percentage to CEB’s total outstanding common shares: 5.12%

Convertible Preferred:
(in Pesos) up to 1,000,000,000.00
Market price as of November 12, 2024: P36.50
Estimated number of CEB preferred shares to be repurchased: 26,666,667
Percentage to CEB’s total outstanding preferred shares: 8.62%

The above estimates are based on closing prices as of November 12, 2024 and are by no means an indication of the prices at which the buyback will be executed.

The above estimates are based on 50:50 allocation between CS and CPS and are by no means a fixed allocation at which the buyback will be executed.

This program underscores the Company’s commitment to enhancing shareholder value while maintaining operational stability.
Other Relevant Information

None
Filed on behalf by:
Name Anne Romadine Tieng
Designation General Counsel and Corporate Secretary