CERTIFICATE OF INCORPORATION
OFFSHORE LOGISTICS DELAWARE, INC.
The name of the corporation is Offshore Logistics Delaware, Inc.
The corporation shall have perpetual existence.
The purpose for which the corporation is organized is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
Capitalization Designations and Dividend Preferences
1.1 Capitalization . The corporation has authority to issue 23,000,000 shares, of which 20,000,000 shares, of
the par value of $.01 each, shall be designated Common Stock, and of which 3,000,000 shares, of the par value
of $.01 each. shall be designated Preferred Stock. The board of directors is hereby expressly authorized, by
resolution or resolutions from time to time adopted, to provide, out of the unissued and undesignated Preferred
Stock, for the issuance of serial Preferred Stock. Before any shares of any such series are issued, the board of
directors shall fix and state, and hereby is expressly empowered to fix, by resolution or resolutions, the
designations, preferences and relative, participating, optional or other special rights of the shares
of each such series, and the qualifications, limitations or restrictions thereon, including but not limited to,
determination of any of the following:
a) the number of shares that shall constitute any such series and whether the aforesaid number of shares may
be increased or decreased by action of the board of directors;
b) whether the shares of any such series shall be convertible into or exchangeable for shares of stock of any
other class or classes or shares of any other series of the same class;
c) the price or prices, or the rate or rates, of conversion if the board determines that the shares of any such
series shall be convertible;
d) any limitations or restrictions to be effective while any shar