Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [•], 2023 This notice of meeting and the accompanying proxy statement are available at https://www.cstproxy.com/pathfinderacquisition/2023 Please mark THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, 5, 6, 7 AND 8. your votes like this X Proposal No. 1 — The Business Combination Proposal — FOR AGAINST ABSTAIN Proposal No. 4 — Advisory Governing Documents FOR AGAINST ABSTAIN RESOLVED, as an ordinary resolution, that Pathfinder’s entry Proposal B — RESOLVED, as a non-binding advisory into the Business Combination Agreement, dated as of October resolution, that the authorization to the board of directors of 3, 2022 (as may be amended, supplemented, or otherwise New Movella (the “New Movella Board”) to issue any or all modified from time to time) (the “Business Combination Agreement”), by and among shares of New Movella Preferred Stock in one or more classes or series, with such terms Pathfinder, Motion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of and conditions as may be expressly determined by the New Movella Board and as may be Pathfinder (“Merger Sub”), and Movella Inc., a Delaware corporation (“Movella”), a copy of permitted by the Delaware General Corporation Law be approved. which is attached to the proxy statement/prospectus as Annex A, be approved, pursuant to Proposal No. 4 — Advisory Governing Documents FOR AGAINST ABSTAIN which, among other things, Pathfinder shall transfer by way of continuation from the Cayman Proposal C — RESOLVED, as a non-binding advisory Islands to Delaware and domesticate as a Delaware corporation, on the terms and subject resolution, that the removal of the ability of New Movella to the conditions of the Business Combination Agreement, including by filing a certificate of stockholders to take action by written consent in lieu of a domestication and deregistering as a Cayman Island exempt company, adopting the name meeting be approved. “Movella Holdings Inc.” (hereinafter referred to as “New Movella”), (a) on the date of the closing of the domestication of Pathfinder as a Delaware corporation (the “Domestication”) Proposal No. 4 — Advisory Governing Documents FOR AGAINST ABSTAIN and the remaining transactions contemplated by the Business Combination Agreement (the Proposal D — RESOLVED, as a non-binding advisory “Business Combination”), promptly following the Pre-Closing Recapitalization (as defined in resolution, that the amendment and restatement of the the accompanying proxy statement/prospectus) of Movella and the Domestication, Merger Existing Governing Documents be approved and that all Sub will merge with and into Movella (the “Merger”), with Movella as the surviving company other changes necessary or, as mutually agreed in good faith by Pathfinder and Movella, in the Merger and, after giving effect to the Merger, Movella will be a wholly owned subsidiary desirable in connection with the replacement of Existing Governing Documents with the of New Movella and (b) at the effective time of the Merger (the “Effective Time”), each Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication share of capital stock of Movella outstanding as of immediately prior to the Effective Time (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, (other than any shares held by dissenting holders of shares of common stock of Movella respectively), including (i) changing the post-Business Combination corporate name who demand appraisal of such shares and comply with Section 262 of the General from “Pathfinder Acquisition Corporation” to “Movella Holdings Inc.” (which is expected to Corporation Law of the State of Delaware) will be automatically cancelled and extinguished occur upon the consummation of the Domestication), (ii) making New Movella’s corporate and converted into the right to receive a number of shares of common stock, par value existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder $0.0001 per share, of New Movella (“New Movella Common Stock”) and outstanding litigation and the federal district courts of the United States of America as the exclusive options to purchase shares of the common stock, par value $0.01 per share, of Movella forum for litigation arising out of the Securities Act of 1933, as amended, and (iv) removing (“Movella Options”) (whether vested or unvested) will be cancelled and extinguished in certain provisions related to Pathfinder’s status as a blank check company that will no exchange for an option to purchase New Movella Common Stock (on an as-converted longer be applicable upon consummation of the Business Combination be approved. basis) in each case, under the plan proposed to be adopted in connection with the Stock Proposal No. 5 — The Nasdaq Proposal — RESOLVED, as an FOR AGAINST ABSTAIN Incentive Proposal and subject to the same terms and conditions as applied to the Movella ordinary resolution, that for the purposes of complying with the Option immediately prior to the Effective Time (other than those rendered inoperative applicable provisions of Nasdaq Listing Rule 5635, the issuance by the transactions contemplated by the Business Combination Agreement), with the of shares of New Movella Common Stock be approved. new number of options and exercise price as set forth therein, and based on an implied Movella pre-transaction equity value of $375 million, subject to certain adjustments. Proposal No. 6 — The Stock Incentive Plan Proposal — FOR AGAINST ABSTAIN RESOLVED, as an ordinary resolution, that the Movella Holdings Proposal No. 2 — The Domestication Proposal — FOR AGAINST ABSTAIN Inc. 2022 Stock Incentive Plan, a copy of which is attached to RESOLVED, as a special resolution, that Pathfinder be the proxy statement/prospectus as Annex D, be adopted and transferred by way of continuation to Delaware pursuant to approved. Part XII of the Cayman Islands Companies Act and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being Proposal No. 7 — The ESPP Proposal — RESOLVED, as FOR AGAINST ABSTAIN de-registered in the Cayman Islands, Pathfinder be continued and domesticated as a an ordinary resolution, that the Movella Holdings Inc. 2022 corporation under the laws of the state of Delaware and, conditional upon, and with effect Employee Stock Purchase Plan, a copy of which is attached to from, the registration of Pathfinder as a corporation in the State of Delaware, the name of the proxy statement/prospectus as Annex E, be adopted and Pathfinder be changed from “Pathfinder Acquisition Corporation” to “Movella Holdings Inc.” approved. Proposal No. 3 — The Charter Amendment Proposal — FOR AGAINST ABSTAIN Proposal No. 8 — The Adjournment Proposal — RESOLVED, FOR AGAINST ABSTAIN RESOLVED, as a special resolution, that the certificate of as an ordinary resolution, that the adjournment of the incorporation and bylaws of New Movella, copies of which are extraordinary general meeting to a later date or dates (i) to solicit attached to the proxy statement/prospectus as Annex B and additional proxies for the purpose of obtaining approval by the Annex C, respectively, be approved as the certificate of incorporation and bylaws of New Pathfinder shareholders for each of the proposals necessary to consummate transactions Movella, conditional upon, and with effect from the effectiveness of the Domestication. contemplated by the Business Combination Agreement, (ii) for the absence of a quorum or (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended Proposal No. 4 — Advisory Governing Documents Proposals — disclosures that Pathfinder has determined, based on the advice of outside legal counsel, to consider and vote upon the following four (4) separate resolutions, each as an ordinary are reasonably likely to be required under applicable law and for such supplemental or resolution and on a non-binding advisory basis, to approve the following material differences amended disclosures to be disseminated and reviewed by the Class A ordinary shareholders between the amended and restated memorandum and articles of association of Pathfinder prior to the extraordinary general meeting; provided that, without the consent of Movella, in (“Existing Governing Documents”) and the proposed new certificate of incorporation, a no event shall the extraordinary general meeting of shareholders be adjourned on more than copy of which is attached to the proxy statement/prospectus as Annex B (the “Proposed three occasions or to a date that is more than fifteen (15) business days later than the most Certificate of Incorporation”) and the proposed new bylaws, a copy of which is attached to the recently adjourned meeting or to a date that is beyond the termination date of the Business proxy statement/prospectus as Annex C (the “Proposed Bylaws”) of “Movella Holdings Inc.” Combination Agreement, at the extraordinary general meeting be approved. upon the Domestication (such proposals, collectively, the “Advisory Governing Documents Proposals”). Proposal No. 4 — Advisory Governing Documents FOR AGAINST ABSTAIN Proposal A — RESOLVED, as a non-binding advisory resolution, that the change in the authorized share capital of Pathfinder from (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) US$9,200 divided into 900,000,000 shares of common stock, par value $0.00001 per share, of New Movella, and 20,000,000 shares of preferred stock, par value $0.00001 per share, of New Movella, be approved. Each and Charter of the Amendment Business Combination Proposal is Proposal, conditioned the on Domestication the approval and Proposal, adoption the of Nasdaq each of Proposal the other Condition conditioned Precedent on the approval Proposals. of the The Condition Stock Incentive Precedent Plan Proposals. Proposal and The the Advisory ESPP Proposal Governing are Docu- each summation ments Proposals of the are Business non-binding Combination advisory and proposals a vote against that are will not have conditions no impact precedent on the to provisions the con- CONTROL NUMBER of the the Adjournment Proposed Governing Proposal are Documents. conditioned None on any of the other Advisory proposal. Governing The Adjournment Documents Proposal, Proposals to the or extent the extraordinary that it is put general to the extraordinary meeting. general meeting, may be proposed as the first resolution at Signature Signature, if held jointly Date , 2023 When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
