Madison Air Solutions (MAIR) investor relations material

Risk factors and disclosures

• Indemnification agreements provide broad protection for directors and officers, including advancement of expenses and insurance coverage, subject to Delaware law limitations.

• Directors and officers are shielded from personal liability for monetary damages except in cases of breach of loyalty, bad faith, intentional misconduct, or knowing law violations.

• Indemnification rights are not exclusive and may be supplemented by other agreements or votes.

• The company and its subsidiaries are required to indemnify each other for liabilities arising from pre-separation activities, with detailed procedures for claims and releases.

• The company is party to a comprehensive Tax Matters Agreement allocating tax liabilities and indemnification obligations related to the separation and IPO.

Management team and governance

• Board structure allows for staggered three-year terms, with directors divided into three classes and subject to removal provisions that change after a specified ownership threshold is crossed.

• Holdings retains significant governance rights, including director nomination and consent rights over major corporate actions as long as it maintains a specified ownership percentage.

• The company’s bylaws and certificate of incorporation provide for exclusive forum provisions and advance notice requirements for director nominations and shareholder proposals.

• Executive officers and directors are required to enter into indemnification agreements and are covered by D&O insurance.

Offering details and pricing

• The registration statement covers an initial public offering of Class A common stock, with the offering to commence as soon as practicable after effectiveness.

• Lock-up agreements restrict the sale or transfer of shares by key holders for two years following the IPO, with limited exceptions.

• The company is classified as a non-accelerated filer and an emerging growth company under SEC rules.