MDA Space Ltd. (TSX:MDA)
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Apr 28, 2026, 12:12 PM EST
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AGM 2024

May 9, 2024

John Risley
Chair of the Board, MDA Space

Good morning, ladies and gentlemen. Welcome to the MDA Annual General and Special Meeting of Shareholders. My name is John Risley, and I'm the Chair of the Board of MDA. MDA is holding this year's meeting in a virtual format, which provides the advantage of allowing registered shareholders and duly appointed proxy holders to participate and vote at the meeting from any location. I'll now call this meeting to order. I will act as Chair of the meeting, and David Snarch, our MDA Vice President, General Counsel, and Corporate Secretary, will act as Secretary of this meeting. Unless there is an objection, I appoint Rebecca Prentice of TSX Trust Company, MDA's Registrar and Transfer Agent, as scrutineer for the meeting. Let me briefly explain the format of today's proceedings.

We will first deal with the necessary administrative items before proceeding to the formal business of this Annual General and Special Meeting, which is to receive the 2023 financial statements, to elect the Board of Directors, to reappoint the Auditor for the coming year, to pass a special resolution to amend MDA's articles so as to change its name to MDA Space Limited, and to pass an ordinary resolution to reapprove the unallocated options, rights, and other entitlements under MDA's Omnibus Equity Incentive Plan. Later, we will hear from Mike Greenley, MDA's Chief Executive Officer and Director, who will provide a business update. Vito Culmone, MDA's Chief Financial Officer, is also with us today, and will be available to answer questions during the Q&A portion of the meeting. Shereen Zahawi, MDA's Senior Director of Investor Relations, will help us field your questions following Management's remarks.

Given the virtual format of the meeting, Brendan Paddick, Chair of the Audit Committee of the Board, will perform my role in the event I am disconnected due to a technical malfunction. Before we get to the formal business of the meeting, I want to share a few thoughts on how the Board of Directors sees MDA today and the opportunity we see for investors going forward. For the third year in a row, in 2023, the MDA team delivered double-digit profitable growth driven by consistent and focused business and operational execution. Simultaneously, the team capitalized on market and technology advancements to secure multiple highly strategic new contract awards, including the over $2 billion contract for Telesat Lightspeed constellation, the largest in this company's history.

The contract to competitive displacement of an existing supplier was based on a new digital satellite technology developed by MDA and is illustrative of the speed and magnitude of the market changes and opportunities we see in the rapidly growing global space sector. The space market is not only accelerating but transforming, and the opportunities to innovate have never been greater. MDA is meeting that moment and capitalizing on it with rapid organizational and operational business growth, development, and expansion that is also translating into shareholder value. As I've stated before, the market is still emerging. We are in the early years of a multi-decade market transformation. The Board continues to see a compelling opportunity to deliver long-term and sustained value for MDA shareholders.

We believe that MDA offers an opportunity for investors looking for an attractive entry point into the space market with a company that is uniquely experienced, differentiated by its solution set, and delivering today for customers and shareholders. On behalf of the Board, I want to take this opportunity to thank the MDA management and staff for their hard work and dedication, which made last year's business and financial achievements possible. We see, feel, and share pride in the market momentum you are all building. With that, we will now move on to the business of the meeting. Once the formal business items of this meeting are complete, I'll invite Mike Greenley to provide his remarks, which will be followed by a general question-and-answer session.

The Secretaries advised me that the notice calling this meeting to order, together with a Form of Proxy and Management Information Circular , had been made available to each Director of the Corporation, the Auditor of the Corporation, and to each intermediary and registered holder of common shares of the Corporation of record as of the record date of March 28, 2024, all in accordance with applicable law and the Corporation's bylaws. These materials are available on the Corporation's investor website at www.mda.space and on the Corporation's profile on SEDAR. Our Transfer Agent, TSX Trust Company, has attested to the proper mailing of the notice calling this meeting, together with a Form of Proxy and Management Information Circular .

The scrutineer has provided me with her preliminary report regarding shareholder attendance at today's meeting, which confirms that there are common shares representing over 60% of all outstanding common shares of the Corporation present at this virtual meeting or represented by proxy. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is indeed duly and validly constituted. I direct that proof of mailing and the scrutineer's final report on attendance be annexed to the minutes of the meeting. At this point, we would like to set out a couple of procedures to ensure orderly conduct given the virtual format of the meeting. Questions can be submitted by any registered shareholder or duly appointed proxy holder using the "Ask a Question" button on the virtual meeting platform.

When asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered shareholder or duly appointed proxy holder. Questions will be addressed during the question period at the end of the meeting. Note that questions regarding procedural matters or those directly related to the motions before the meeting may be addressed during that part of the meeting. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered shareholders and duly appointed proxy holders. The polls are now open. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. However, you may also vote at any point throughout the business portion of this meeting.

Once discussion on all items of business has concluded, you will have an additional minute to enter your votes if you haven't already voted by proxy or voted during the course of this meeting, after which time I will declare voting closed on all resolutions. And finally, if you have already voted in advance, please do not vote again online during the meeting unless you would like to change your vote. If you vote again using the online ballot, your online vote during the meeting will revoke your previously submitted proxy. We will now proceed with the formal portion of today's meeting. I have been advised by Ian McLeod, our Vice President of Corporate Development at MDA and a shareholder of MDA, that he would be prepared to second each of the motions in respect of the items outlined in the Management Information Circular .

Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. The first item of business is the presentation of the Corporation's Consolidated Financial Statements for the year ended December 31, 2023, and the Auditor's report thereon. Copies of such documents have been mailed to the shareholders who requested them and are also available on the Corporation's website and on SEDAR. It is not proposed to read the financial statements into the meeting. Receipt and presentation of the financial statements for the year ended December 31, 2023, are hereby acknowledged. I direct that the financial statements and the Auditor's report thereon be annexed to the minutes of this meeting. We will now proceed with the election of Directors. The number of Directors to be elected at the meeting has been fixed at eight.

I move to nominate those persons specified in the Management Information Circular for election as Directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the Corporation, and I take such motion as having been duly seconded by Ian McLeod. The proposed nominees are Alison Alfers, Brendan Paddick, Darren Farber, Jill Smith, John Risley, Michael Greenley, Yaprak Baltacıoğlu, and Yung Wu. As the Corporation did not previously receive timely notice of any further nominations of persons for election as Directors of the Corporation as required by MDA's bylaws, I declare the motions closed.

I will now move that each of the eight persons nominated to be elected as Directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. I take such motion as having been duly seconded by Ian McLeod. I will now pause for a minute to allow for discussion and/or questions on this motion. I do not see or hear anything. Thus, there appears to be no further discussion at this time. I want to take a brief moment to thank my fellow Board members for their insight, guidance, and constructive contributions to MDA and to me personally as we navigate this exciting and emerging space market. In particular, I want to extend a very special thank you to Louis Vachon as he exits the Board for his service and contributions as a member of this Board.

Managing rapid market and business growth is both exciting and daunting at the Board and management level, and Louis' deep understanding of financial and capital markets, shareholder expectations, and the Canadian business landscape have been invaluable to our efforts. We will now proceed with the reappointment of the Auditor of the Corporation. I move that KPMG LLP be reappointed as Auditor of the Corporation until the next annual meeting of shareholders or until a successor is appointed, and that the Board of Directors is authorized to fix the Auditor's remuneration and take such motion as having been duly seconded by Ian McLeod. I will now pause for a moment to allow for discussion and/or questions on this motion. I do not see or hear anything. Thus, there appears to be no further discussion at this time.

We will now proceed with approving an amendment to the Corporation's articles to change its name to MDA Space Limited. This change is proposed as part of a global rebranding to better reflect our strategic focus, market opportunity, and established position as a trusted space mission partner. I will now move to pass a special resolution in the form set forth on page 25 of the Management Information Circular dated March 28, 2024 that was mailed in connection with this meeting. I take such motion as having been duly seconded by Ian McLeod. I will now pause for a moment to allow for discussion and/or questions on this motion. I do not see or hear anything. Thus, there appears to be no further discussion at this time. In recognition and honor of our new brand, I will refer to the company as MDA Space for the remainder of the meeting.

We will now proceed with reapproving the unallocated options, rights, and entitlements, including the restricted share units, the deferred share units, the performance share units, and other share-based awards under the Corporation's Omnibus Equity Incentive Plan as required every three years by the Toronto Stock Exchange. I will now move to pass a special resolution in the form set forth on page 26 of the Management Information Circular dated March 28, 2024 that was mailed in connection with this meeting. I take such motion as having been duly seconded by Ian McLeod. I will now pause for a moment to allow for discussion and/or questions on this motion. I do not see or hear anything. As there's no further discussion, we will proceed with voting on the four matters. As we mentioned earlier, voting will be conducted by electronic ballot.

As a reminder, if you have already voted in advance, please do not vote again unless you would like to change your vote. If you vote again using the online ballot, your online vote will revoke your previously submitted proxy. At this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and who wish to vote will be able to click on the voting icon to vote on the motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the "For," "Withhold," or "Against" buttons next to each matter. Once the electronic balloting process closes, your votes will be automatically submitted. For the purposes of this process, I will now pause for one minute. I have been advised by the scrutineer. I now declare the polls are closed.

I've been advised by the scrutineer that a sufficient number of votes were received by proxy in advance of this meeting to pass all of the resolutions before us today. Accordingly, I'm pleased to announce that each of the motions have been carried and the resolutions passed. I declare that the results of the poll be included with the minutes of this meeting, and the final results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR+. Ladies and gentlemen, thank you. This concludes the formal business for this meeting. Immediately following today's meetings, I will be stepping down as Chair of our Board and will continue to serve as a member of the Board of Directors. I am pleased to announce that based on the determination of the Board, Brendan Paddick will serve as our new Chair.

I would like now to invite Brendan to say a few words.

Brendan Paddick
Director and Chair of the Audit Committee, MDA Space

Thank you, John. First of all, on behalf of all of us on the Board, I want to take a moment to acknowledge and thank you for your leadership, vision, guidance, service, and ongoing commitment to the growth and development of MDA Space both as a Board member and as a significant shareholder. I echo your opening comments about the real and tangible opportunity for MDA Space to build further momentum at a time of transformational market changes and to deliver further shareholder value as a result. There's no doubt we are ideally positioned to do both, and I look forward to working with the MDA Space Board and its outstanding management team to capitalize on the opportunity in front of us. It is truly an honor to be passed the baton to help lead this iconic company.

John Risley
Chair of the Board, MDA Space

Thanks, Brendan. It's now time to move to MDA Space Management presentation. Before we begin the presentation, Shereen, will you provide a caution with respect to forward-looking statements? Shereen?

Shereen Zahawi
Senior Director, Head of Investor Relations, MDA Space

Thank you, John. Today's oral and visual presentation will contain forward-looking statements which may differ from actual results. Please review the cautionary language in MDA's management's discussion and analysis and other public filings regarding various factors, assumptions, and risks that could cause actual results to differ. In addition, during this presentation, we will refer to certain non-IFRS financial measures. Although we believe these measures provide useful supplemental information about our financial performance, these measures do not have any standardized meaning under IFRS, and our approach in calculating these measures may differ from that of other corporate issuers and therefore may not be directly comparable. Please see MDA's management discussion and analysis and other public filings for more information about these measures, including reconciliations to the nearest IFRS measures. John, back to you.

John Risley
Chair of the Board, MDA Space

Thank you, Shereen. I'll now turn the call over to Mike to deliver his update. Mike.

Mike Greenly
CEO and Director, MDA Space

Thank you, John. Good morning, everyone, and thank you for joining us today for our annual general meeting and special meeting of shareholders. 2023 marked another solid year for MDA Space. We delivered strong growth and execution with double-digit growth in revenue and adjusted EBITDA, further solidifying our position as a trusted mission partner and leader in the expanding space industry. We secured a number of strategic contracts and continue to grow our book of business, with our backlog at year-end standing at CAD 3.1 billion, a record level for the company and one that positions us well for future years.

By the numbers, 2023 was another year of strong growth. We secured CAD 2.5 billion in order bookings and grew our backlog to CAD 3.1 billion at year-end, up 125% over the prior year and a level that sets us up well for 2024 and beyond. Our revenues grew to CAD 808 million, up 26% year-over-year. We posted solid profitability with adjusted EBITDA of CAD 174 million, up 24% versus last year's levels when excluded non-recurring items. This translates to a robust 21.6% adjusted EBITDA margin for the full year. To support current and future growth, we continue to focus on talent and recruitment. In 2023, we added 890 new staff. With more than 3,000 highly skilled MDA Space staff today, we have the people and the talent to help propel our growth and give us the scale to execute on the market opportunities we see in.

We also deployed CAD 193 million in capital expenditures, which included research and development spending on technologies related to CHORUS and other growth initiatives. Last year, our team made significant and strategic gains in some of the fastest-growing areas of the space economy, announcing a number of new strategic contracts and initiatives to advance our position in the market. Notable activities in 2023 include, as John mentioned, announcing a CAD 2.1 billion contract from Telesat for the Telesat Lightspeed LEO constellation, the largest contract in our history. MDA Space was selected as the prime satellite contractor responsible for the design, manufacture, assembly, and test of 198 satellites, with options for Telesat to purchase up to 100 additional satellites in the future. Securing a CAD 180 million authorization to proceed contract to initiate work on a new non-geostationary orbit satellite constellation, with the full contract expected to be awarded in 2024.

With this award, we have now secured three constellation contracts in the past two years, highlighting the strong momentum we are seeing in our satellite systems business driven by customer demand for communication satellite constellations. Introducing a new software-defined satellite product line now known as MDA Aurora as the industry transitions from analog to digital satellite technologies. The fully integrated portfolio includes a complete range of modular digital products and components for space-based communication solutions, coupled with advanced high-volume manufacturing capabilities, dramatically reducing production costs and schedule. We also acquired SatixFy Space Systems UK Ltd., the digital payload division of SatixFy Communications. The transaction will help further strengthen our global leadership position in the growing market for digital satellite communication solutions.

We made significant development progress on the CHORUS constellation program, including conducting the payload critical design review, as well as advancing unit and subsystem-level work for the platform, payload, and bus avionics. Progress also included building the ground segment subsystems and detailing constellation operations plans and processes. We announced the selection of SpaceX as our launch partner for CHORUS and confirmed our launch window for Q4 2025. We continue to execute on phase B of the Canadarm3 program, in which MDA Space is completing the preliminary design of the robotic system that will be used aboard the NASA-led Gateway. In 2023, the team successfully closed out the systems definition review and made good progress for the preliminary design review milestone expected to take place in 2024 for the Canadarm3 system.

The 2023 list of accomplishments is long, and we look back and reflect on the substantial strategic, operational, financial, and business changes in the short time we have been reporting. It's even longer. We are also pleased to see increased recognition for MDA Space and the progress we are making from industry and peers. To name a few, Fast Company magazine recognized MDA Space in its prestigious Most Innovative Companies list for 2024. Our own Luigi Pozzebon, Vice President of Satellite Systems at MDA Space, was named an Executive of the Year by the Globe and Mail, and I was humbled and honored to accept the 2023 Satellite Executive of the Year recognition award by Via Satellite magazine in recognition of the efforts of our satellite systems team.

In addition, our efforts to increase gender diversity earned us a spot on The Globe and Mail's Report on Business magazine's Women Lead Here list. We were also added to the S&P/TSX Composite Index earlier this year, an important milestone in our life as a public company. Most recently, we were selected as Employer of the Year by the University of Toronto's Professional Experience Year Co-op program, a wonderful acknowledgment of the real and meaningful work mentorship that our teams provide our next generation of space leaders. If we look back at our progress since 2020, a lot has occurred. Our backlog has grown from CAD 563 million at the end of 2020 to CAD 3.1 billion at the end of 2023, an increase of more than 5x . We have doubled our revenues from CAD 412 million in 2020 to CAD 808 million in 2023.

We have also doubled our adjusted EBITDA, excluding non-recurring items, from CAD 85 million in 2020 to CAD 174 million in 2023, and maintained solid adjusted EBITDA margin in the low 20% range throughout this period. We have emerged as a sought-after satellite prime contractor for LEO constellations and launched a new leading-edge digital satellite product, which provides a new level of performance and efficiency in space-based networks for our customers. We have expanded our offerings in robotics and space operations to service more commercial enterprises as we commercialize technologies derived from Canadarm3 to meet the evolving needs of the new space market. We've continued to enhance our offerings in the Earth observation markets with the CHORUS constellation, designed to bring together diverse and unique imagery and data sources and provide a new level of near-real-time insight and innovative Earth observation. With all that, we're just getting started.

With a diversified space technology portfolio that is already driving profitable growth, MDA Space is ideally placed to strengthen our market position and capitalize on the opportunities we see emerging in the expanding space market. Looking at the developments within the broader space ecosystem, we see a number of positive secular trends driving end-market demand, from lower launch costs and new technologies that are enabling increased commercialization of space to an expanding role in enabling global connectivity and a more prominent role in securing national defense interests. Starting with the global space market, 2023 was another strong year for space, with research firm Euroconsult estimating the space market grew to $462 billion last year, up approximately 9% from the 2022 levels, while the space economy, which also includes non-contracted government activity, reached $509 billion overall.

Governments around the globe continue to invest in space, with 90 nations spending a total of $117 billion in 2023, up 15% year-over-year and marking a historic high for government space spending. Looking at the big picture, Euroconsult estimates the size of the global space economy will grow to over $822 billion within a decade, representing an annual growth rate of 6% over the forecast period, while a recently published report from the World Economic Forum sees an even larger opportunity for space, forecasting the global space economy will reach $1.8 trillion by 2035. In Canada, notable developments last year included approximately CAD 3 billion of incremental funding for space programs announced by the Government of Canada, including CAD 1 billion of funding over 15 years for the RADARSAT+ portfolio, an initiative aimed at ensuring continuous, efficient, and sustainable access to critical and high-quality Earth observation data for Canada.

This funding announcement builds on the momentum we saw earlier in 2023 when Canada announced CAD 2.3 billion of investment for two space initiatives: continuing Canada's participation in the International Space Station and developing and contributing a Lunar Utility Vehicle to assist astronauts on the Moon. These commitments signal the growing importance of the space economy on a national level. In the United States, both NASA and the US Department of Defense Space Development Agency, or SDA, continue to advance civil and defense space programs, including Artemis, NASA's lunar exploration program to send humans back to the Moon, and SDA's multiple LEO constellations, which will create a new ecosystem of satellites designed to enhance space infrastructure and help protect national interest, which is resulting in repeat orders for core technology suppliers like MDA Space. We are also seeing global interest in space exploration.

In 2023, NASA added nine new signatories to its Artemis Accords, signaling these countries' commitments to safe, long-term, and ethical space exploration. As of May 2024, 39 nations have signed up to the Artemis Accords. The accords, which was unveiled in October 2020 to align nations on a common set of principles for space exploration, have steadily grown in size over the last three years, with interest from many non-traditional spacefaring nations, which are now building their own national space programs. In terms of space infrastructure, spacecraft launch activity continued to unfold at a record pace. In 2023, there were a total of 223 orbital launch attempts, up 20% from 2022. A total of 2,911 payloads launched globally, representing an increase of 17% versus 2022 levels. The higher activity levels are driven primarily by growth in commercial low-Earth orbit, or LEO, constellations.

All of this activity bodes very well for MDA Space and our future opportunity set, which we estimate today at approximately $17 billion in cumulative pipeline over the next five years, a level that we would characterize as very robust for the company. As I reflect back on 2023, I would like to thank our employees for their dedication and commitment to delivering for our customers. Our 3,000 talented people are key to our success, and we are fortunate to work in a field that energizes and attracts talent and pushes the boundaries of innovation every day. We believe we have the right technology portfolio to continue to capitalize and to continue to drive results for our shareholders, customers, and partners. With that, I'll hand it back to you, John.

John Risley
Chair of the Board, MDA Space

Thanks, Mike. It's now time to hear from our shareholders.

As I explained at the beginning of the meeting, any shareholder or proxy holder who would like to ask a question may use the instant messaging feature of the virtual interface in order to do so. We will answer as many questions as time reasonably permits. A reminder: when asking your question, please state your name and the entity you represent, if any. Please limit your questions to topics relating to today's subject matter. For each question we answer, we will summarize the question and state the name of the person who asked such question, and if applicable, the entity such person represents. Similar questions will be combined into one question to avoid repetition. Shereen, do we have any questions thus far?

Shereen Zahawi
Senior Director, Head of Investor Relations, MDA Space

John, it appears we don't have any questions at this time.

John Risley
Chair of the Board, MDA Space

I'll pause for 30 seconds in case anyone would like to type in any final questions. Shereen, are there any questions coming in?

Shereen Zahawi
Senior Director, Head of Investor Relations, MDA Space

No questions at this time.

John Risley
Chair of the Board, MDA Space

Thank you. We are now concluding the question and answer session of the meeting, which concludes our annual general and special meeting of the shareholders of MDA Space. Thank you all for your attendance and interest. We are excited to build upon the company's great legacy. We look forward to seeing you at next year's annual shareholder meeting. Please stay safe, and goodbye for now.

Operator

Thank you all for joining today's meeting. You may now disconnect.

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