New Horizon Aircraft (HOVR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 17, 2024, to be held virtually, with voting on four key proposals and other business as may arise.

• Record date for voting is November 12, 2024, with 24,574,247 Class A Ordinary Shares outstanding.

• Proxy materials and annual report are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Re-election of two Class I directors, Trisha Nomura and John Pinsent, to serve until 2027.

• Proposal 2: Appointment of MNP LLP as auditor and independent registered public accounting firm for the fiscal year ending May 31, 2025.

• Proposal 3: Approval of amendments to the 2023 Equity Incentive Plan, increasing authorized shares and adding an evergreen clause.

• Proposal 4: Amendments to the Articles to attach special rights to Class A shares and create a new class of Preferred Shares.

• Shareholders may submit proposals and director nominations for the 2025 meeting, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of five directors, majority independent, with staggered three-year terms.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board diversity matrix provided in compliance with Nasdaq rules.

• Board leadership structure is flexible, with no fixed policy on CEO/Chair separation.

• Code of ethics and insider trading policy in place; director and officer indemnification provided.