Telesat Corporation (TSAT)
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AGM 2022

Jun 1, 2022

Operator

Hello, and welcome to the annual meeting of shareholders of Telesat Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Daniel Goldberg, CEO of Telesat Corporation. Dan, the floor is yours.

Daniel Goldberg
CEO, Telesat Corporation

Okay. Thank you, operator. Ladies and gentlemen, welcome to the annual meeting of shareholders of Telesat Corporation. My name is Daniel Goldberg, and as the Chief Executive Officer and a Director of the corporation, I'll be chairing today's meeting. On behalf of the board, I wish to express thanks to those shareholders and unitholders who have submitted their proxies and voting instruction forms in advance of today's meeting. As this meeting is being held virtually via live webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service of the summit virtual platform. Please note that there will be a slight delay in the publication of the communications received.

Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you're a registered shareholder or a duly appointed proxy holder. Three, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be able to vote on each business item throughout the course of the meeting, as the polls will be opened at the start of the meeting. Only registered shareholders and duly appointed proxy holders of the corporation are permitted to participate in the voting.

I'd also like to highlight that the discussion during today's meeting, particularly during the informal question and answer session and presentation, may contain certain forward-looking information and forward-looking statements about Telesat's outlook, objectives, and our strategy, strategies to achieve them. These statements are based on assumptions and are subject to important risks and uncertainties. The corporation's actual results could differ materially from any expectations discussed. The details of our caution regarding forward-looking information can be found in Telesat's public disclosures, including our annual report, which is available on both SEDAR and EDGAR. I also note that under the corporation's articles on the British Columbia Business Corporations Act, the chair of the meeting can propose motions, and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I will propose certain motions and will not call for a seconder.

We'll now proceed with the formal portion of today's meeting. I now call to order the annual meeting of the corporation shareholders. With the consent of the meeting, I appoint Christopher DiFrancesco as secretary of the meeting.

With the consent of the meeting, I appoint Christian Carvacho and Pravina Naidoo from Computershare Trust Company of Canada as scrutineer to report on the number of Class A Common Shares, Class B Variable Voting Shares, Class C Fully Voting Shares, and Class C Limited Voting Shares of the corporation at this meeting, as well as the number of Class A units, Class B units, and Class C units of Telesat Partnership LP entitled to vote at this meeting via the special voting shares, as well as any votes that will be cast per the Golden Share, and to tabulate the votes on any ballot taken at this meeting and to report thereon to the chairperson of the meeting.

The scrutineers provided me with a copy of their report, which indicates that shareholders of the corporation or duly appointed proxy holders representing not less than a majority of the votes entitled to be cast at the meeting are in attendance to permit the meeting to proceed in accordance with the quorum requirements of the corporation's articles. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Computershare, indicating that proper notice of the meeting has been given in accordance with the British Columbia Business Corporations Act and the articles of the corporation. Accordingly, unless there's an objection, I'll dispense with the reading of the notice of meeting. I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting. Okay.

The purposes of today's meeting are set out in the management information circular dated April 19, 2022, copies of which were made available to shareholders and unitholders on April 27, 2022, together with the notice of the meeting in the form of proxy. Copies of the management information circular and other meeting materials are available on the corporation's website and under the corporation's profile on the SEDAR website, as well as on the EDGAR website. The management information circular and the meeting materials are also available on Telesat Partnership's profile on the SEDAR website and on the EDGAR website. Before moving to the formal agenda items for today's meeting, I'd like to provide a brief summary of certain voting procedures under the corporation's articles that will be followed at today's meeting.

The purpose of these voting procedures is to ensure that, first, holders of Telesat Partnership units are able to vote their units as if such units were exchanged and converted into shares of the corporation. Second, the corporation remains Canadian-controlled with respect to matters presented for vote of the corporation's shareholders. With respect to item one regarding the Telesat Partnership units, in connection with the integration transaction that was completed in November 2021, former shareholders of Loral Space & Communications Inc. were given the option of receiving either shares of the corporation or units of Telesat Partnership. Certain former shareholders of Telesat Canada received shares of the corporation and/or Telesat Partnership units pursuant to the integration agreement.

As further described in the notice of meeting and the management information circular, the holders of Telesat Partnership units are entitled to attend and vote at this meeting as if their partnership units were exchanged and converted into shares of the corporation. Unit holders' votes are cast at the meeting via the special voting shares, which are voted at the meeting by the TSX Trust Company in its capacity as trustee of the Telesat Corporation Trust pursuant to the voting trust agreement. Accordingly, the voting results announced by the scrutineer at the end of the meeting will include the votes cast by holders of Telesat Partnership units via the special voting shares. With respect to item two regarding Canadian control of the corporation, we believe that Telesat, as a Canadian company headquartered in Ottawa, Ontario, derives substantial benefits, including for regulatory financing and contractual purposes, from remaining Canadian-controlled.

In order to remain Canadian-controlled, the corporation's articles include a Golden Share. The Golden Share is held by the trustee and is entitled to be voted at meetings of the corporation's shareholders when the aggregate number of Class B Variable Voting Shares and Class B Partnership Units, which are held by non-Canadians, exceeds the number of Class A Common Shares, Class A Partnership Units, Class C Shares, and Class C Partnership Units, which may only be held by Canadians. In order to properly track the number of Canadians and non-Canadians voting at today's meeting, a Canadian status declaration was included in each proxy and voting information form distributed to shareholders and unit holders. The transfer agent of the corporation, Computershare Trust Company of Canada, has been tallying the Canadian status declarations to ensure votes are properly recorded under the appropriate class of share or unit.

We will not know until all votes cast are tallied by the scrutineer whether the Golden Share is required to vote at this meeting. If the Golden Share is required to vote, the Golden Share will be attributed with only that number of votes necessary to ensure that the aggregate votes cast by the holders of Class A Common Shares, Class A Special Voting Share, Class C Shares, and Class C Special Voting Share, each of which can only be held by Canadians, represent a simple majority of the votes cast at the meeting. The voting results announced by the scrutineer at the end of the meeting will include any votes attributed to and cast by the Golden Share.

For more information on the special voting shares, the Golden Share, the voting trust agreement, and the Canadian character of Telesat, please review the management information circular or our annual report, both of which are available on the SEDAR website and the EDGAR website. With respect to the timing of voting, registered shareholders, holders of partnership units, and duly appointed proxy holders are able to vote on each business item throughout the course of the meeting. At the conclusion of voting today, the scrutineer will compile the votes in respect of each business item. As noted earlier, to further expedite the formal part of the meeting, I'll move all motions. In accordance with the articles of the corporation and the British Columbia Business Corporations Act, no such motion will be needed to be seconded.

With that, I now declare that this meeting is regularly called and properly constituted for the transaction of business, and we now move to the formal part of today's agenda. The first item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2021, and the auditor's report thereon. These financial statements and the auditor's report were made available to shareholders via SEDAR and EDGAR on March 18, 2022, and in connection with the mailing of the meeting materials. Unless there's an objection, I'll dispense with the reading of the auditor's report. I'll entertain questions with respect to the financial statements of the corporation in the general question period. We now move to the next point on today's agenda. The next matter to be acted upon is the election of 10 individuals to the board of directors of the corporation.

The term of office of the directors is from today until the next annual meeting of shareholders, or until such time as their successors have been duly elected or appointed. As per the management information circular, Mélanie Bernier, Michael Boychuk, Jason Caloras, Jane Craighead, Richard Fadden, myself, Daniel Goldberg, Henry Intven, Guthrie Stewart, Michael Targoff, and Dr. Mark Rachesky have each been nominated as a director for the ensuing year or until their respective successor is elected or appointed. I note that pursuant to investor rights agreements entered into with the corporation, Mélanie Bernier, Michael Boychuk, and Guthrie Stewart are director designees of PSP Investments, and Jason Caloras, Michael Targoff, and Mark Rachesky are director designees of MHR Fund Management. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them currently serves as a director of the corporation.

Each of them qualifies as a director under the provisions of the British Columbia Business Corporations Act and the corporation's articles. The corporation did not receive notice of any director nominations in connection with the meeting in accordance with the advance notice provision in the corporation's articles. Accordingly, the only persons eligible to be nominated for election to the board of directors of the corporation are the nominees listed in the management information circular. Since there are no other nominations, I move a motion to elect the directors. The motion is now on the floor. The act requires that the board of directors be elected. Proxies have been solicited for each of the 10 proposed qualified persons listed in the management information circular. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually.

Is there any discussion on the motion? I see none. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot that is available for voting throughout the course of the meeting. We will therefore continue with the next item of business, which is the appointment of the corporation's auditors. Unless there are any questions or discussions, I'll move to the next item of business. All right. I don't see any questions. The next item of business is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The audit committee of the board has approved, subject to shareholder confirmation, the appointment of Deloitte LLP Chartered Professional Accountants as the auditors of the corporation.

I move that Deloitte LLP Chartered Professional Accountants be appointed auditors of the corporation until the next annual meeting of shareholders, and that the board of directors be authorized to fix their remuneration. The motion is now on the floor. Unless there are any questions or discussions, we'll move to complete voting on the items of business at the meeting. All right. I don't see any questions. As previously mentioned, voting today is being conducted by a single electronic ballot. If you have not done so already, please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of Deloitte as the corporation's auditors. Please also complete the Canadian Residency Declaration in connection with casting your votes.

Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. We'll wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We'll provide registered shareholders and duly appointed proxy holders approximately five minutes to complete the electronic ballots. Once voting is completed, I'd ask that the scrutineer compile the report regarding the results of voting on all business matters. As I mentioned earlier, the scrutineer's report will have considered and will reflect the votes cast by the TSX Trust Company in its capacity as trustee of the Telesat Corporation Trust and registered holder of the Class A Special Voting Share, the Class B Special Voting Share, the Class C Special Voting Share, and the Golden Share. We'll reconvene in a few moments with the scrutineer's report and the voting results.

Thank you. Okay, thank you for waiting. I have received confirmation from the scrutineer that, number one, each of the 10 nominees have been elected as directors of the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed. Two, the appointment of Deloitte LLP Chartered Professional Accountants as the auditors of the corporation has been approved, and the board of directors of the corporation has been authorized to fix their remuneration. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting, announced in a press release in accordance with the policies of the TSX and filed on SEDAR and reported pursuant to applicable securities laws. Is there any other formal business to be properly brought before this meeting? I'll pause just for a moment.

Doesn't appear that anyone is raising any. If there is no further business to be brought before this meeting, I move and second that the formal portion of today's meeting be concluded. Thank you. As the formal business of the meeting has now been completed, I'd like to transition to a brief question and answer period if anyone has questions. I ask that all attendees who'd like to ask a question use the instant messaging feature of the summit platform to do so. We'll answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you're a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point.

We'll now give attendees a brief moment to type in their questions. For each question we answer, we'll summarize the question and read out loud the name of the person who asked such question and, if applicable, the entity such person represents. We'd like to remind you that questions which were already answered or that are redundant and repetitive will not be published nor answered. We'll give a moment. Okay, it doesn't appear that there are any questions, so we'll move on to concluding the meeting. I thank all of you, and I'd say that on behalf of management, our board of directors and our employees, I'd like to take this opportunity to thank everyone for attending the meeting today. I'd like to thank all of our shareholders for their commitment and continued support, and we look forward to your attendance again next year. Thank you very much.

Operator

This concludes the meeting. You may now disconnect.

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