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What changed in Telesat Corp's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Telesat Corp's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+870 added−866 removedSource: 20-F (2026-03-17) vs 20-F (2025-03-27)

Top changes in Telesat Corp's 2025 20-F

870 paragraphs added · 866 removed · 651 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

257 edited+57 added−79 removed257 unchanged
Biggest changeRisks Relating to the Ownership of Telesat Public Shares and Telesat Partnership Units • Each of MHR and PSP Investments have substantial governance rights over Telesat, and their interests may differ from the interests of the other Telesat Corporation shareholders. • Telesat may raise additional equity capital to fund Telesat Lightspeed which could result in potential substantial ownership dilution to the shareholders of Telesat Corporation and holders of Telesat Partnership Units. • Telesat has certain indemnification and post -Closing obligations to PSP Investments, which in certain circumstances are uncapped and may result in dilution to the other shareholders of Telesat Corporation and holders of Telesat Partnership Units. 9 Table of Contents Risks Relating to the Business of Telesat Corporation Telesat’s in-orbit satellites may fail to operate as expected due to operational anomalies resulting in lost revenues, increased costs and/or termination of contracts.
Biggest changeRisks Relating to the Ownership of Telesat Public Shares and Telesat Partnership Units • Telesat may raise additional equity capital to fund Telesat Lightspeed which could result in potential substantial ownership dilution to the shareholders of Telesat Corporation and holders of Telesat Partnership Units. • Each of MHR and PSP Investments have substantial governance rights over Telesat, and their interests may differ from the interests of the other Telesat Corporation shareholders. • Telesat has certain indemnification and post -Closing obligations to PSP Investments, which in certain circumstances are uncapped and may result in dilution to the other shareholders of Telesat Corporation and holders of Telesat Partnership Units.
It is possible that Telesat may not be able to overcome the technological hurdles required to complete the planned Lightspeed constellation, the start of service may be materially delayed, and/or due to technological issues the Lightspeed constellation may not operate as planned, any of which could have a material adverse effect on results of operations, business prospects and financial condition.
It is possible that Telesat may not be able to overcome the technological hurdles required to complete the planned Lightspeed constellation, the start of service may be materially delayed, and/or due to technological issues the Telesat Lightspeed constellation may not operate as planned, any of which could have a material adverse effect on results of operations, business prospects and financial condition.
Although Telesat believes there is a significant market for the services it expects to provide with its Lightspeed constellation, it may not be able to attract enough customers to make the project successful and earn a sufficient return on investment or support its indebtedness, which could have a material adverse effect on its business prospects and financial condition.
Although Telesat believes there is a significant market for the services it expects to provide with the Telesat Lightspeed constellation, it may not be able to attract enough customers to make the project successful and earn a sufficient return on investment or support its indebtedness, which could have a material adverse effect on its business prospects and financial condition.
In particular, Telesat may not be able to obtain all of the required regulatory authorizations for the construction, launch and operation of any of its future satellites, for the spectrum for these satellites and for its ground infrastructure, on acceptable terms or at all.
In particular, Telesat may not be able to obtain all the required regulatory authorizations for the construction, launch and operation of any of its future satellites, for the spectrum for these satellites and for its ground infrastructure, on acceptable terms or at all.
Further, because the regulatory schemes vary by country, Telesat may be subject to regulations in foreign countries of which it not presently aware that it is not in compliance with, and as a result could be subject to sanctions by a foreign government.
Further, because the regulatory schemes vary by country, Telesat may be subject to regulations in foreign countries of which it is not presently aware that it is not in compliance with, and, as a result, could be subject to sanctions by a foreign government.
Its borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require it to divert funds identified for other purposes to debt service and could create additional cash demands or impair its liquidity position and add financial risk for it.
Its borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require it to divert funds identified for other purposes to debt service and could create additional cash demands or impair its liquidity position and add financial risk to it.
In addition, Telesat’s ability to borrow funds in the future to make payments on its debt and refinance will depend on the satisfaction of the covenants in agreements governing the Telesat Canada Debt and the Telesat Lightspeed Financing and other agreements it may enter into in the future. These agreements contain limitations on its ability to incur additional debt.
In addition, Telesat’s ability to borrow funds in the future to make payments on and refinance its debt will depend on the satisfaction of the covenants in agreements governing the Telesat Canada Debt and the Telesat Lightspeed Financing and other agreements it may enter into in the future. These agreements contain limitations on its ability to incur additional debt.
The current expectation is that in the near term Telesat will not pay dividends, but will retain its cash on hand for the purpose of funding the Lightspeed constellation, funding other capital investments and/or paying down debt.
The current expectation is that in the near term Telesat will not pay dividends but will retain its cash on hand for the purpose of funding the Telesat Lightspeed constellation, funding other capital investments and/or paying down debt.
As a result of such legislative provisions, Telesat Canada and its creditors may not have recourse to the usual rights, remedies and protections under applicable bankruptcy and insolvency laws, including the imposition of a stay of proceedings, or a regulated and orderly process to settle or compromise claims and make distributions to creditors, or recourse to fraudulent preference, transfer at undervalue or fraudulent conveyance laws.
As a result of such legislative provisions, Telesat Canada and its creditors may not have recourse to the usual rights, remedies and protections under applicable bankruptcy and insolvency laws, including the imposition of a stay of proceedings, or a regulated and orderly process to settle or compromise claims and make distributions to creditors, or recourse to fraudulent preference, transfer at undervalue or fraudulent conveyance laws, in Canada.
Telesat’s failure to expand its sales and distribution capabilities in these geographies could cause the Lightspeed constellation to fail to achieve commercial viability. In order to effectively operate its planned Lightspeed constellation, Telesat will be required to develop and expand certain business operations capabilities, including management of inventory, tracking service installation and commissioning, network monitoring and customer call resolution.
Telesat’s failure to expand its sales and distribution capabilities in these geographies could cause the Lightspeed constellation to fail to achieve commercial viability. In order to effectively operate the Telesat Lightspeed constellation, Telesat will be required to develop and expand certain business operations capabilities, including management of inventory, tracking service installation and commissioning, network monitoring and customer call resolution.
In the event we are unable or choose not to replace a satellite at the end of its life, if we want to maintain the revenues from customers on these satellites, we will need to provide them with alternate capacity and acquiring such alternate capacity may increase our costs of providing services.
In the event we are unable or choose not to replace a satellite at the end of its life and we want to maintain the revenues from customers on these satellites, we will need to provide them with alternate capacity and acquiring such alternate capacity may increase our costs of providing services.
Telesat’s, Anik F1R, Anik F2, Anik F3, Telstar 14R/Estrela do Sul 2 and Telstar 19 VANTAGE satellites are currently authorized to serve the U.S. market in accordance with these procedures, and some of the frequencies on Telstar 18 VANTAGE have access to the U.S. market through an earth station authorization.
Telesat’s, Anik F1R, Anik F2, Anik F3, Anik F4, Telstar 14R/Estrela do Sul 2 and Telstar 19 VANTAGE satellites are currently authorized to serve the U.S. market in accordance with these procedures, and some of the frequencies on Telstar 18 VANTAGE have access to the U.S. market through an earth station authorization.
In addition, certain key suppliers are small, new companies that may not be well capitalized and for whom we are their largest customer. If these key suppliers’ businesses were to fail, the Lightspeed constellation could be materially delayed and/or its cost could materially increase.
In addition, certain key suppliers are small, new companies that may not be well capitalized and for whom we are their largest customer. If these key suppliers’ businesses were to fail, the Telesat Lightspeed constellation could be materially delayed and/or its cost could materially increase.
The Minister responsible for ISED has broad discretion in exercising this authority to issue licenses, establish and amend conditions of licenses, and to suspend or even revoke them. The CRTC implements the broadcasting policy for Canada and can direct the allocation of satellite capacity to particular broadcasting undertakings.
The Minister of ISED has broad discretion in exercising this authority to issue licenses, establish and amend conditions of licenses, and to suspend or even revoke them. The CRTC implements the broadcasting policy for Canada and can direct the allocation of satellite capacity to particular broadcasting undertakings.
Countries or their regulatory authorities may adopt new laws, policies or regulations, or change their interpretation of existing laws, policies or regulations, that could cause Telesat’s existing authorizations to be changed or cancelled, require it to incur additional costs, impose or change existing pricing, or otherwise adversely affect operations or revenues.
Countries or their respective regulatory authorities may adopt new laws, policies or regulations, or change their interpretation of existing laws, policies or regulations, that could cause Telesat’s existing authorizations to be changed or cancelled, require it to incur additional costs, impose or change existing pricing, or otherwise adversely affect operations or revenues.
In most of the frequency bands used or intended to be used by Telesat, a “first -come , first -served ” procedure applies among GEO networks or among NGSO systems whereby earlier -registered GEO networks are protected from interference due to later -registered GEO networks and earlier -registered NGSO systems are protected from interference due to later -registered NGSO systems.
In most of the frequency bands used or intended to be used by Telesat, a “first -come , first -served ” procedure applies among GEO networks, among NGSO systems, or between GEO networks and NGSO systems, whereby earlier -registered networks or systems are protected from interference due to later -registered networks or systems.
Telesat is currently building an advanced LEO satellite network consisting of over one hundred and up to several hundred satellites in NGSO. There are numerous risks and uncertainties associated with NGSO constellations generally and with Telesat’s Lightspeed constellation in particular. NGSO constellations are complex.
Telesat is currently building an advanced LEO satellite network consisting initially of over one hundred and up to several hundred satellites in NGSO. There are numerous risks and uncertainties associated with NGSO constellations generally and with Telesat’s Lightspeed constellation in particular. NGSO constellations are complex.
Given that the entry into service of our Lightspeed constellation is expected to occur after certain of our GEO satellites have reached their end -of-life , we may be unable to provide many of our customers on satellites nearing their end of life with continuity of service.
Given that the entry into service of our Telesat Lightspeed constellation is expected to occur after certain of our GEO satellites have reached their end -of-life , we may be unable to provide many of our customers on satellites nearing their end of life with continuity of service.
Telesat’s business plan for the Lightspeed constellation is based on its own analysis of the total addressable market (“TAM”) for the constellation’s services. It is possible that Telesat’s analysis of the TAM for the Lightspeed constellation is inaccurate and the TAM could be materially smaller than Telesat’s analysis suggests.
Telesat’s business plan for the Telesat Lightspeed constellation is based on its own analysis of the total addressable market (“TAM”) for the constellation’s services. It is possible that Telesat’s analysis of the TAM for the Telesat Lightspeed constellation is inaccurate and the TAM could be materially smaller than Telesat’s analysis suggests.
Telesat’s projected revenues from its Lightspeed constellation are based on the anticipated expansion of the market for satellite services, which assumes that the availability of higher quality, lower priced services will lead to increased uses of satellite services.
Telesat’s projected revenues from its Telesat Lightspeed constellation are based on the anticipated expansion of the market for satellite services, which assumes that the availability of higher quality, lower priced services will lead to increased uses of satellite services.
To the extent bankruptcy and insolvency laws do not apply to Telesat Canada, its creditors may individually seek to pursue any available rights or remedies, as secured or unsecured creditors as the case may be, against Telesat Canada and its assets.
To the extent bankruptcy and insolvency laws in Canada do not apply to Telesat Canada, its creditors may individually seek to pursue any available rights or remedies, as secured or unsecured creditors as the case may be, against Telesat Canada and its assets.
The deployment of a greater number of satellites and at lower orbits may provide Telesat’s competitors with advantages, including being able to implement smaller and cheaper antennas than may be required by Lightspeed.
The deployment of a greater number of satellites and at lower orbits may provide Telesat’s competitors with advantages, including being able to implement smaller and cheaper antennas than may be required by Telesat Lightspeed.
Certain countries condition market access on an operator’s ability to satisfy that countries “lawful intercept” laws (lawful interception is a security process that allows law enforcement agencies to electronically monitor communications through telephone networks or telecommunications facilities with court orders or other legal authorization and requires a network operator/service provider to collect and provide the law enforcement agencies with the intercepted communications of private individuals or organizations).
Certain countries condition market access on an operator’s ability to satisfy those countries’ “lawful intercept” laws (lawful interception is a security process that allows law enforcement agencies to electronically monitor communications through telephone networks or telecommunications facilities with court orders or other legal authorization and requires a network operator/service provider to collect and provide the law enforcement agencies with the intercepted communications of private individuals or organizations).
Changes in exchange rates impact the amount that Telesat pays in interest, and may significantly increase the amount that it is required to pay in Canadian dollar terms to redeem its Senior Secured Notes, 2026 Senior Secured Notes or Senior Notes, either at maturity, or earlier if redemption rights are exercised or other events occur which require it to offer to purchase its Senior Secured Notes, 2026 Senior Secured Notes or Senior Notes prior to maturity, and to repay funds drawn under the Senior Secured Credit Facilities.
Changes in exchange rates impact the amount that Telesat pays in interest, and may significantly increase the amount that it is required to pay in Canadian dollar terms to redeem its 2027 Senior Secured Notes, 2026 Senior Secured Notes or 2027 Senior Unsecured Notes, either at maturity, or earlier if redemption rights are exercised or other events occur which require it to offer to purchase its 2027 Senior Secured Notes, 2026 Senior Secured Notes or 2027 Senior Unsecured Notes prior to maturity, and to repay funds drawn under the Senior Secured Credit Facilities.
In other jurisdictions, incomplete coordination with domestic GSO networks/NGSO systems may prevent access to some or all of the spectrum Telesat Lightspeed is capable of operating in.
In other jurisdictions, incomplete coordination with domestic GSO networks/NGSO systems may prevent access to some or all of the spectrum in which Telesat Lightspeed is capable of operating.
Telesat is required to pay “universal service” charges in Canada and has certain research and development and public benefits obligations that do not apply to other satellite operators with which it competes. These obligations could change at any time. With respect to landing rights, ISED maintains a list of foreign satellites approved to provide Fixed -satellite service (FSS) in Canada.
Telesat is required to pay “universal service” charges in Canada and has certain research and development and public benefits obligations that do not apply to other satellite operators with which it competes. These obligations could change at any time. With respect to landing rights, ISED maintains a list of foreign satellites approved to provide Fixed Satellite Service (“FSS”) in Canada.
If sufficient LEO terminals are not installed prior to the commencement of global service, it could lead to a failure to achieve anticipated revenues on a timeline that supports Telesat’s Lightspeed constellation’s commercial viability. Moreover, certain users, particularly governments, may have requirements, including security requirements that Telesat is unable to meet, leading to lack of access to important markets.
If sufficient terminals are not installed prior to the commencement of global service, it could lead to a failure to achieve anticipated revenues on a timeline that supports the Telesat Lightspeed constellation’s commercial viability. Moreover, certain users, particularly governments, may have requirements, including security requirements, that Telesat is unable to meet, leading to lack of access to important markets.
For some of our GEO satellites, we intend to provide continuity of service to our customers at the end of life of those satellites by transitioning services to our Lightspeed constellation.
For some of our GEO satellites, we intend to provide continuity of service to our customers at the end of life of those satellites by transitioning services to our Telesat Lightspeed constellation.
Telesat’s failure to develop new supporting technologies, processes and procedures, competencies, and other capabilities to support the Lightspeed constellation may materially impact its ability to commercialize the Lightspeed constellation.
Telesat’s failure to develop new supporting technologies, processes and procedures, competencies, and other capabilities to support the Lightspeed constellation may materially impact its ability to commercialize the Telesat Lightspeed constellation.
The specifics of lawful intercept laws, and hence the requirements on a network operator/service provider to comply, vary country to country and can involve discussions/negotiations with the relevant authorities. Satisfying lawful intercept requirements can impose costs, delays and network performance impacts. Recently, some countries that currently do not impose such requirements on satellite telecommunications have started to consider them.
The specifics of lawful intercept laws, and hence the requirements on a network operator/service provider to comply, vary country by country and can involve discussions/negotiations with the relevant authorities. Satisfying lawful intercept requirements can impose costs, delays and network performance impacts. Recently, some countries that currently do not impose such requirements on satellite telecommunications have started to consider imposing them.
These indentures, the Credit Agreement and future debt agreements may also limit or prohibit Telesat Canada’s ability to, among other things: • incur additional debt and issue disqualified stock and preferred shares; • create liens; • pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments; • create or permit to exist specified restrictions on its ability to receive distributions from restricted subsidiaries; • make certain investments; • issue guarantees; • issue or sell the capital stock of restricted subsidiaries; • sell or exchange assets; 34 Table of Contents • enter into certain transactions with affiliates; and • effect mergers, consolidations, amalgamations and transfers of all or substantially all assets.
These indentures, the Credit Agreement and future debt agreements may also limit or prohibit Telesat Canada’s ability to, among other things: • incur additional debt and issue disqualified stock and preferred shares; • create liens; • pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments; • create or permit to exist specified restrictions on its ability to receive distributions from restricted subsidiaries; • make certain investments; • issue guarantees; • issue or sell the capital stock of restricted subsidiaries; • sell or exchange assets; • enter into certain transactions with affiliates; and • effect mergers, consolidations, amalgamations and transfers of all or substantially all assets.
Under the Telesat Articles, unless Telesat consents in writing to the selection of an alternative forum, the courts of British Columbia will be the exclusive jurisdiction for (a) any derivative action or proceeding brought on behalf of Telesat; (b) any action or proceeding asserting a breach of a fiduciary duty owed to Telesat by any director, officer, or other employee of Telesat; (c) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or the Telesat Articles; or (d) any action or proceeding asserting a claim otherwise related to the relationships among Telesat, its subsidiaries and its and their respective shareholders, directors and officers (but excluding claims related to the business of Telesat or its subsidiaries).
Under the Telesat Articles, unless Telesat consents in writing to the selection of an alternative forum, the courts of British Columbia will be the exclusive jurisdiction for (a) any derivative action or proceeding brought on behalf of Telesat; (b) any action or proceeding asserting a breach of a fiduciary duty owed to Telesat by any director, officer, or other employee of Telesat; (c) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA 40 Table of Contents or the Telesat Articles; or (d) any action or proceeding asserting a claim otherwise related to the relationships among Telesat, its subsidiaries and its and their respective shareholders, directors and officers (but excluding claims related to the business of Telesat or its subsidiaries).
Telesat’s ability to acquire new U.S. -manufactured satellites, procure launch services and launch new satellites, operate existing satellites, obtain insurance and pursue its rights under insurance policies or conduct its satellite -related operations and consulting activities could also be negatively affected if Telesat and its suppliers are not able to obtain and maintain required U.S. export authorizations.
Telesat’s ability to acquire new U.S. -manufactured satellites, procure launch services and launch new satellites, operate existing satellites, obtain insurance and pursue its rights under insurance policies or conduct its satellite -related operations and consulting activities could also be negatively affected if Telesat and its suppliers are not able to obtain and maintain required U.S. approvals or authorizations.
Because of the Telesat Canada Reorganization and Divestiture Act, a Canadian act uniquely applicable to Telesat Canada (but not the other entities in the Telesat corporate structure), Telesat’s primary operating subsidiary may not have access to the usual protections from creditors and other rights available to insolvent persons and creditors, may not have recourse to the usual rights, remedies and protections under applicable bankruptcy and insolvency laws generally available to creditors of insolvent persons.
Because of the Telesat Canada Reorganization and Divestiture Act, a Canadian act uniquely applicable to Telesat Canada (but not the other entities in the Telesat corporate structure), Telesat’s GEO operating subsidiary may not have access to the usual protections from creditors and other rights available to insolvent persons and creditors, may not have recourse to the usual rights, remedies and protections under applicable bankruptcy and insolvency laws generally available to creditors of insolvent persons.
Telesat customers could experience a downturn in their business, find themselves in financial difficulties, allege Telesat is in breach of its obligation to them and purport to terminate their contracts, any of which could result in their ceasing or reducing their use of Telesat services, becoming unable or refusing, to pay for services they had contracted to buy.
Telesat customers could experience a downturn in their business, find themselves in financial difficulties, allege Telesat is in breach of its obligations to them and purport to terminate their contracts, any of which could result in their ceasing or reducing their use of Telesat services, becoming unable or refusing to pay for services they had contracted to buy.
Telesat’s effective monetization of its Lightspeed constellation may require Telesat to provide ancillary services to combine with Telesat’s LEO services, as customers may demand these services to create a complete solution for their communications requirements. Some examples of ancillary services are trained third parties who can install and maintain Telesat’s LEO terminals.
Telesat’s effective monetization of the Telesat Lightspeed constellation may require Telesat to provide ancillary services to combine with Telesat’s LEO services, as customers may demand these services to create a complete solution for their communications requirements. Some examples of ancillary services are trained third parties who can install and maintain Telesat’s LEO terminals.
In addition, Telesat owned more than 25% of the total value of Telesat Partnership (and indirectly in the wholly owned corporate subsidiaries of Telesat Partnership) during 2023 and 2024.
In addition, Telesat owned more than 25% of the total value of Telesat Partnership (and indirectly in the wholly owned corporate subsidiaries of Telesat Partnership) during 2023, 2024 and 2025.
Should any of its manufacturers’ or launch suppliers’ businesses fail, or should there be consolidation in the industry (such as the recently announced potential combination of certain of Airbus Defence and Space and Thales Alenia operations), it would reduce competition and could increase the cost of satellites and launch services.
Should any of its manufacturers’ or launch suppliers’ businesses fail, or should there be consolidation in the industry (such as the announced combination of certain of Airbus Defence and Space and Thales Alenia operations), it would reduce competition and could increase the cost of satellites and launch services.
The Senior Secured Notes, the 2026 Senior Secured Notes and the Senior Notes have a non -investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.
The Senior Notes have a non -investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.
In addition, as provided in the Transaction Agreement, these indemnification obligations may be satisfied in the form of cash, unless, upon the determination of the board of directors of Telesat, making such cash payment would unduly constrain the liquidity needs of the go -forward business, in which case such indemnification obligations may be satisfied by issuing Class C Shares valued at the 30 -day volume -weighted average price (“VWAP”) as of the date on which such payment is required to be made.
In addition, as provided in the Transaction Agreement, these indemnification obligations may be satisfied in the form of cash, unless, upon the 38 Table of Contents determination of the board of directors of Telesat, making such cash payment would unduly constrain the liquidity needs of the go -forward business, in which case such indemnification obligations may be satisfied by issuing Class C Shares valued at the 30 -day volume -weighted average price (“VWAP”) as of the date on which such payment is required to be made.
Unlike most traditional GEO satellites currently in use, which rely on legacy, space -tested hardware and established ground equipment infrastructures, some of the technology necessary for the successful operation of a LEO constellation, in particular Telesat’s Lightspeed constellation, is still in development.
Unlike most traditional GEO satellites currently in use, which rely on legacy, space -tested hardware and established ground equipment infrastructures, some of the technology necessary for the successful operation of a LEO constellation, in particular the Telesat Lightspeed constellation, is still in development.
Telesat’s planned Lightspeed constellation will offer an end -to-end data service such that Telesat will be responsible for system performance from the Point of Presence (where the constellation connects to either a customer’s private network or to the terrestrial internet) through the Lightspeed network to the end -user ’s terminal.
The Telesat Lightspeed constellation will offer an end -to-end data service such that Telesat will be responsible for system performance from the Point of Presence (where the constellation connects to either a customer’s private network or to the terrestrial internet) through the Telesat Lightspeed network to the end -user ’s terminal.
In particular, Telesat requires authorization (sometimes referred to as “landing rights” or as “market access” in the U.S.) for the space segment portion of its services in some countries around the world, while in other countries there is no formal authorization requirement (often referred to as “Open Skies”).
In particular, Telesat requires authorization (sometimes referred to as “landing rights” or as “market access”) for the space segment portion of its services in some countries around the world, while in other countries there is no formal authorization requirement (often referred to as “Open Skies”).
This includes an acknowledgement by Telesat that (i) its directors, (ii) its shareholders that employ, retain or are otherwise associated with, or designate or nominate, directors, and/or (iii) their affiliates, may become aware, from time to time, of certain business opportunities (such as investment opportunities) and may direct such opportunities to other businesses in which they have invested, with no obligation to make Telesat aware of any business 41 Table of Contents opportunities that have been renounced by Telesat.
This includes an acknowledgement by Telesat that (i) its directors, (ii) its shareholders that employ, retain or are otherwise associated with, or designate or nominate, directors, and/or (iii) their affiliates, may become aware, from time to time, of certain business opportunities (such as investment opportunities) and may direct such opportunities to other businesses in which they have invested, with no obligation to make Telesat aware of any business opportunities that have been renounced by Telesat.
If Telesat’s Lightspeed constellation does not deliver the required quality of service at prices that are competitive relative to other satellite providers and alternative products, it may not be able to acquire customers and establish a successful business.
If the Telesat Lightspeed constellation does not deliver the required quality of service at prices that are competitive relative to other satellite providers and alternative products, it may not be able to acquire customers and establish a successful business.
The international trade disputes sparked by the tariffs imposed or potential tariffs to be imposed by the U.S. and any other future actions taken by the U.S. and other countries in response, including a further escalation in tariffs, and/or the withdrawal from, or changes to, international trade agreements or policies related to international commerce, are expected to have a negative impact on the Canadian economy and other markets where Telesat operates, and could adversely affect Telesat’s business operations and financial condition, including increasing the costs of procuring goods and services by Telesat and it suppliers, in particular goods and services related to the deployment of the Telesat Lightspeed constellation or even the availability of such goods and services.
The international trade disputes sparked by the tariffs imposed by the U.S. and any other future actions taken by the U.S. and other countries in response, including a further escalation in tariffs, and/or the withdrawal from, or changes to, international trade agreements or policies related to international commerce, have had, and are expected to continue to have, a negative impact on the Canadian economy and other markets where Telesat operates, and could adversely affect Telesat’s business operations and financial condition, including increasing the costs of procuring goods and services by Telesat and it suppliers, in particular goods and services related to the deployment of the Telesat Lightspeed constellation or even the availability of such goods and services.
The effect of the Telesat Divestiture Act upon Telesat Canada’s insolvency has not been considered by a Canadian court and, accordingly, the application of Canadian federal 21 Table of Contents bankruptcy and insolvency laws and provincial receivership and fraudulent conveyance and assignment and preference laws, and the exercise by a Canadian court of any judicial discretion which could affect the enforcement of rights and remedies or other equitable relief against Telesat Canada in the context of an insolvency, is uncertain.
The effect of the Telesat Divestiture Act upon Telesat Canada’s insolvency has not been considered by a Canadian court and, accordingly, the application of Canadian federal bankruptcy and insolvency laws and provincial receivership and fraudulent conveyance and assignment and preference laws, and the exercise by a Canadian court of any judicial discretion which could affect the enforcement of rights and remedies or other equitable relief against Telesat Canada in the context of an insolvency, is uncertain.
To the extent Telesat is required to reduce the available payload capacity prior to the end of a satellite’s orbital maneuver life, revenues from the satellite would be reduced. Telesat’s insurance will not protect it against all satellite-related losses.
To the extent Telesat is required to reduce the available payload capacity prior to the end of a satellite’s orbital maneuver life, revenues from the satellite would be reduced. Insurance will not protect Telesat against all satellite-related losses.
The agreements governing the Telesat Lightspeed Financing impose operating and financial restrictions on Telesat LEO Inc. and the other guarantors thereunder in connection with their activities which include, among other things restrictions relating to: • the incurrence of additional debt; • creating any additional liens on the Telesat Lightspeed assets; • paying dividends, acquiring shares of capital stock, or making investments; • issuing guarantees; • pledging, issuing or selling capital stock; • selling assets; • entering into certain transactions with affiliates; • effecting mergers, consolidations, amalgamations and transfers of all or substantially all of its assets of the Unrestricted Subsidiaries supporting the Telesat Lightspeed Financing; • maintaining minimum levels of liquidity and leverage ratios which ratios reduce over time; • ensuring the Unrestricted Subsidiaries supporting the Telesat Lightspeed Financing operate with a significant degree of independence from Telesat Canada’s GEO business; • providing any financial assistance to any affiliates other than the Unrestricted Subsidiaries supporting the Telesat Lightspeed Financing; • compensation payable to senior management; • relocation of management or certain operations outside of Canada and/or Quebec; and • the creation and maintenance of employment, operating expense and capital expense levels in Canada and/or in Quebec; 35 Table of Contents These restrictions may negatively impact Telesat’s business by, among other things, limiting its ability to take advantage of financing, merger and acquisition and other corporate opportunities.
The agreements governing the Telesat Lightspeed Financing impose operating and financial restrictions on Telesat LEO ULC, its subsidiaries and the other guarantors thereunder in connection with their activities which include, among other things restrictions relating to: • the incurrence of additional debt; • creating any additional liens on the Telesat Lightspeed assets; • paying dividends, acquiring shares of capital stock, or making investments; • issuing guarantees; • pledging, issuing or selling capital stock; • selling assets; • entering into certain transactions with affiliates; • effecting mergers, consolidations, amalgamations and transfers of all or substantially all of its assets of the Telesat ULC and its subsidiaries supporting the Telesat Lightspeed Financing; • maintaining minimum levels of liquidity and leverage ratios which ratios reduce over time; • ensuring Telesat LEO ULC and its subsidiaries supporting the Telesat Lightspeed Financing operate with a significant degree of independence from Telesat Canada’s GEO business; • providing any financial assistance to any affiliates other than Telesat LEO ULC’s subsidiaries supporting the Telesat Lightspeed Financing; • compensation payable to senior management; • relocation of management or certain operations outside of Canada and/or Quebec; and • the creation and maintenance of employment, operating expense and capital expense levels in Canada and/or in Quebec; These restrictions may negatively impact Telesat’s business by, among other things, limiting its ability to take advantage of financing, merger and acquisition and other corporate opportunities.
Other factors that could negatively impact Telesat’s credit, access to the capital markets and ability to refinance its existing debt include the amount of debt in its current capital structure and the expected increase in its debt, activities associated with strategic initiatives, the health of its satellites, the success or failure of its planned launches, its expected future cash flows and the capital expenditures required to execute its business strategy.
Other factors that could negatively impact Telesat’s credit, access to the capital markets 17 Table of Contents and ability to refinance its existing debt include the amount of debt in its current capital structure and the expected increase in its debt, activities associated with strategic initiatives, the health of its satellites, the success or failure of its planned launches, its expected future cash flows and the capital expenditures required to execute its business strategy.
Telesat also competes against regional satellite operators who may enjoy competitive advantages in their local markets. 17 Table of Contents Telesat’s business is also subject to competition from ground -based forms of communications technology. For many point -to-point and other services, the offerings provided by terrestrial companies can be more competitive than the services offered via satellite.
Telesat also competes against regional satellite operators who may enjoy competitive advantages in their local markets. Telesat’s business is also subject to competition from ground -based forms of communications technology. For many point -to-point and other services, the offerings provided by terrestrial companies can be more competitive than the services offered via satellite.
Any such termination would require Telesat to refund any prepayment it may have received, and would result in a reduction in its contracted backlog and would delay or prevent it from securing the commercial benefits of the new satellite.
Any such termination would require Telesat to refund any prepayment it may have received, and would result in a reduction in its contracted backlog and would delay or prevent it from securing the commercial benefits of new satellites.
Such tax law changes increase uncertainty and may adversely affect Telesat’s tax provision. Telesat regularly assesses all of these matters to determine the adequacy of its tax provision, which is subject to significant judgment. 46 Table of Contents
Such tax law changes increase uncertainty and may adversely affect Telesat’s tax provision. Telesat regularly assesses all of these matters to determine the adequacy of its tax provision, which is subject to significant judgment. 45 Table of Contents
Despite our efforts to protect our intellectual property, unauthorized parties may be able to obtain and use information that we regard as proprietary. Given that patent applications are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent application related to our services.
Despite our efforts to protect our intellectual property, unauthorized parties may be able to obtain and use information that we regard as proprietary. 34 Table of Contents Given that patent applications are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent application related to our services.
In general, satellites authorized in a later processing round must protect satellites authorized in a previous processing round from interference. There is no assurance that Telesat’s modification application, as amended, will be approved or, if approved, that it will not have conditions that preclude Telesat from being able to deliver an acceptable level of service in the U.S.
In general, satellites authorized in a later processing round must protect satellites authorized in a previous processing round from interference. There is no assurance that Telesat’s application will be approved or, if approved, that it will not have conditions that preclude Telesat from being able to deliver an acceptable level of service in the U.S.
These statutory and regulatory rules are complex and there is little administrative guidance regarding their application. Prior to consummation of the Transaction, Loral received an opinion from special tax counsel that upon consummation of the Transaction, neither Telesat nor Telesat Partnership should be taxed as a U.S. corporation.
These statutory and regulatory rules are complex and there is little administrative guidance regarding their application. 41 Table of Contents Prior to consummation of the Transaction, Loral received an opinion from special tax counsel that upon consummation of the Transaction, neither Telesat nor Telesat Partnership should be taxed as a U.S. corporation.
We will operate our Lightspeed constellation using Ka -band frequencies while some of our competitors are using, or intend to use, Ku -band frequencies which are less susceptible to service outages because of heavy rains. An increased level and frequency of outages at Ka -band may negatively impact the size of the market for our Lightspeed services.
We will operate the Telesat Lightspeed constellation using Ka -band frequencies while some of our competitors are using, or intend to use, Ku -band frequencies which are less susceptible to service outages during heavy rains. An increased level and frequency of outages at Ka -band may negatively impact the size of the market for the Telesat Lightspeed services.
As a result, it is not possible to determine whether Telesat will be characterized as a PFIC for 2025 or any other future year until after the close of such future year.
As a result, it is not possible to determine whether Telesat will be characterized as a PFIC for 2026 or any other future year until after the close of such future year.
If Telesat does not maintain its existing authorizations or obtain necessary future authorizations under the export control laws and regulations of the U.S., it may be unable to export technical data or equipment to non -U .S. persons and companies, including to its own non -U .S. employees, as required 16 Table of Contents to fulfil existing contracts.
If Telesat does not maintain its existing authorizations or obtain necessary future authorizations under the export control laws and regulations of the U.S., it may be unable to export technical data or equipment to non -U .S. persons and companies, including to its own non -U .S. employees, as required to fulfil existing contracts.
Moreover, the Telesat Articles provide 13 Table of Contents that the power of Telesat’s board to issue securities of Telesat cannot be delegated to a committee, and, consequently, so long as designees of PSP Investments and MHR hold a combined majority of the seats on Telesat’s board, the approval of at least the designees of PSP Investments or of MHR is required for Telesat to issue securities.
Moreover, the Telesat Articles provide that the power of Telesat’s board to issue securities of Telesat cannot be delegated to a committee, and, consequently, so long as designees of PSP Investments and MHR hold a combined majority of the seats on Telesat’s board, the approval of at least the designees of PSP Investments or of MHR is required for Telesat to issue securities.
Typically, these insurance policies exclude coverage for damage or losses arising from acts of war, antisatellite devices, electromagnetic or radio frequency interference and other similar potential risks for which exclusions are customary in the industry at the time the policy is written.
Typically, these insurance policies exclude coverage for damage or losses arising 16 Table of Contents from acts of war, antisatellite devices, electromagnetic or radio frequency interference and other similar potential risks for which exclusions are customary in the industry at the time the policy is written.
In addition, while the ITU Radio Regulations may require later -in-time systems to coordinate their operations with Telesat, it cannot guarantee that other operators will conduct their operations so as to avoid transmitting any signals that would cause harmful interference to the signals that Telesat, or its customers, transmit.
In addition, while the ITU RR may require later -in-time systems to coordinate their operations with Telesat, it cannot guarantee that other operators will conduct their operations so as to avoid transmitting any signals that would cause harmful interference to the signals that Telesat, or its customers, transmit.
DoD, or if Telesat does not comply with U.S. law, Telesat may not be able to continue to sell Telesat LEO services to the U.S. government. To participate in classified U.S. government programs, Telesat may seek and obtain security clearances for one or more of its subsidiaries from the U.S. Department of Defense (“DoD”).
DoD, or if Telesat does not comply with U.S. law, Telesat may not be able to sell Telesat Lightspeed services to the U.S. government. To participate in classified U.S. government programs, Telesat may seek and obtain security clearances for one or more of its subsidiaries from the U.S. Department of Defense (“DoD”).
Telesat relies on its information and communications systems, as well as on software applications developed internally and externally, to effectively 18 Table of Contents manage its accounting and financial functions, including maintaining its internal controls, operate its satellites and satellites for third parties, provide consulting services to customers, transmit customer’s proprietary and/or confidential content and assist with other operations, among other things.
Telesat relies on its information and communications systems, as well as on software applications developed internally and externally, to effectively manage its accounting and financial functions, including maintaining its internal controls, operate its satellites and satellites for third parties, provide consulting services to customers, transmit customer’s proprietary and/or confidential content and assist with other operations, among other things.
There is also no assurance that the updated showing on orbital debris mitigation for the current design will be approved. In addition, Telesat’s U.S. first round market access grant for Telesat Lightspeed has deployment milestones that require a certain percentage of the authorized satellites to be in service by a specific date, which is also subject to bond requirements.
There is also no assurance that the updated showing on orbital debris mitigation for the current design will be approved. In addition, Telesat’s U.S. first round market access grant for Telesat Lightspeed has deployment milestones that require a certain percentage of the authorized satellites to be in service by a specific date.
Under these circumstances, Telesat Canada might not have sufficient funds or other resources to satisfy all of its obligations, including its obligations under the Senior Secured Notes, the 2026 Senior Secured Notes or the Senior Notes.
Under these circumstances, Telesat Canada might not have sufficient funds or other resources to satisfy all of its obligations, including its obligations under the Senior Notes.
Any such issuance of Class C Shares to Red Isle may result in dilution to the other shareholders of Telesat. There is no assurance that Telesat will pay any cash dividends for the foreseeable future or that investors will realize gains on Telesat Public Shares .
Any such issuance of Class C Shares to Red Isle may result in dilution to the other shareholders of Telesat. There is no assurance that Telesat will pay any cash dividends or that investors will realize gains on Telesat Public Shares .
Further, to the extent any of the other constellations make use of Ka -band spectrum, as SpaceX and Eutelsat Group/OneWeb do, and as Amazon has indicated it will, it may limit Telesat’s access to sufficient Ka -band spectrum to operate the Lightspeed constellation efficiently and profitably.
Further, to the extent any of the other constellations make use of Ka -band spectrum, as SpaceX, Amazon and Eutelsat Group/OneWeb do, it may limit Telesat’s access to sufficient Ka -band spectrum to operate the Lightspeed constellation efficiently and profitably.
If Telesat Partnership were required to pay SIFT tax, after -tax returns to holders of Telesat Partnership Units and indirectly to holders of Telesat Public Shares may be reduced. 44 Table of Contents Telesat may be liable to pay tax in respect of dividends paid by Can ULC to Loral Holdings.
If Telesat Partnership were required to pay SIFT tax, after -tax returns to holders of Telesat Partnership Units and indirectly to holders of Telesat Public Shares may be reduced. Telesat may be liable to pay tax in respect of dividends paid by Can ULC to Loral Holdings.
Finally, in the event disputes arise, the ITU’s Radio Regulations do not contain mandatory dispute resolution or enforcement regulations and neither the ITU specifically, nor international law generally, provides clear remedies if the ITU coordination process fails.
Finally, in the event disputes arise, the ITU RR do not contain mandatory dispute resolution or enforcement regulations and neither the ITU specifically, nor international law generally, provides clear remedies if the ITU coordination process fails.
The agreements governing the Telesat Canada Debt, including the indentures governing its Senior Secured Notes, the 2026 Senior Secured Notes and the Senior Notes and the Credit Agreement, impose operating and financial restrictions on its activities.
The agreements governing the Telesat Canada Debt, including the indentures governing its Senior Notes and the Credit Agreement, impose operating and financial restrictions on its activities.
The growth of on -demand and OTT distribution has had a negative impact on the demand for the services of Telesat’s large DTH customers, which has decreased, and is expected to continue to decrease, demand for Telesat’s broadcast satellite capacity.
The growth of on -demand and OTT distribution 20 Table of Contents has had a negative impact on the demand for the services of Telesat’s large DTH customers, which has decreased, and is expected to continue to decrease, demand for Telesat’s broadcast satellite capacity.
These restrictions on Telesat Canada’s ability to operate its business could seriously harm its business by, among other things, limiting its ability to take advantage of financing, merger and acquisition and other corporate opportunities. Various risks, uncertainties and events beyond Telesat’s control could affect its ability to comply with these covenants and maintain this financial ratio.
These restrictions on Telesat Canada’s ability to operate its business could seriously harm its business by, among other things, limiting its ability to take advantage of financing, merger and acquisition and other corporate opportunities. Various risks, uncertainties and events beyond Telesat’s control could affect its ability to comply with these covenants.
However, in excess of 80% of Telesat’s expected capital investments in the Lightspeed program over the next three years are expected to be in currencies other than Canadian dollars, primarily U.S. dollars and Euros.
However, in excess of 80% of Telesat’s expected capital investments in the Telesat Lightspeed program over the next two years are expected to be in currencies other than Canadian dollars, primarily U.S. dollars and Euros.
Risks Relating to Tax Matters • The acquisition, ownership and disposition of Telesat Public Shares and Telesat Partnership Units may have adverse U.S. tax consequences for shareholders of Telesat Corporation, including: Telesat Corporation may have been a passive foreign investment company (a “PFIC”) for 2021, 2022, 2023 or 2024 and could be classified as a PFIC in 2025 and subsequent taxable years; Telesat Corporation or Telesat Partnership could be treated as a U.S. corporation or as a surrogate foreign corporation for U.S. federal income tax purposes and Loral could be treated as an expatriated entity; the IRS could recharacterize the receipt of Telesat Partnership Units as a receipt of Telesat Public Shares; and non -U .S. holders of Telesat Partnership Units will generally be subject to U.S. withholding with respect to dividends received by Telesat Partnership from Loral. • The acquisition, ownership and disposition of Telesat Public Shares and Telesat Partnership Units may have adverse Canadian tax consequences for shareholders of Telesat Corporation and partners of Telesat Partnership.
Risks Relating to Tax Matters • The acquisition, ownership and disposition of Telesat Public Shares and Telesat Partnership Units may have adverse U.S. tax consequences for shareholders of Telesat Corporation, including: Telesat Corporation may have been a passive foreign investment company (a “PFIC”) for 2021, 2022, 2023, 2024 or 2025 and could be classified as a PFIC in 2026 and subsequent taxable years; Telesat Corporation or Telesat Partnership could be treated as a U.S. corporation or as a surrogate foreign corporation for U.S. federal income tax purposes and Loral, an indirect wholly owned subsidiary of the corporation, could be treated as an expatriated entity; the IRS could recharacterize the receipt of Telesat Partnership Units as a receipt of Telesat Public Shares; and non -U .S. holders of Telesat Partnership Units will generally be subject to U.S. withholding with respect to dividends received by Telesat Partnership from Loral. 9 Table of Contents • The acquisition, ownership and disposition of Telesat Public Shares and Telesat Partnership Units may have adverse Canadian tax consequences for shareholders of Telesat Corporation and partners of Telesat Partnership.
If Telesat’s goodwill or other intangible assets are deemed to be impaired in whole or in part, it could be required to reduce or write -off such assets, which could have a material adverse effect on its financial condition. Significant changes in exchange rates could have a material adverse effect on financial results.
If Telesat’s goodwill or other intangible assets are deemed to be impaired in whole or in part, it could be required to reduce or write -off such assets, which could have a material adverse effect on its financial condition. 24 Table of Contents Significant changes in exchange rates could have a material adverse effect on financial results.
In such cases, we may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non -litigious action or solution. Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
In such cases, we may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non -litigious action or solution. Intellectual property rights do not necessarily address all potential threats to our ability to compete.
Further, on some of the satellites it is anticipated that the total available payload capacity may need to be reduced prior to the satellite reaching its 11 Table of Contents end -of-orbital maneuver life.
Further, on some of the satellites it is anticipated that the total available payload capacity may need to be reduced prior to the satellite reaching its end -of-orbital maneuver life.
The Lightspeed constellation may not be successful, Telesat may be unable to comply with the drawdown requirements in respect of the 8 Table of Contents Telesat Lightspeed Financing, to complete the deployment of the Lightspeed constellation or be unable to raise sufficient capital to fund future expansion of the Lightspeed constellation, any of which could have a material adverse effect on Telesat’s results of operations, business prospects and financial condition.
Telesat may be unable to comply with the drawdown requirements in respect of the Telesat Lightspeed Financing, to complete the deployment of the Telesat Lightspeed constellation or be unable to raise sufficient capital to fund future expansion of the Telesat Lightspeed constellation, any of which could have a material adverse effect on Telesat’s results of operations, business prospects and financial condition.
At the 100% milestone deadline, the number of satellites already deployed is the total number allowed for the ITU NGSO filing.
At the 100% milestone deadline, the number of satellites already deployed is the total number allowed for the ITU NGSO system.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

166 edited+55 added−46 removed143 unchanged
Biggest changeThe Transaction was effected in accordance with the Transaction Agreement through a series of transactions, including: (i) on November 18, 2021, Red Isle contributing 272,827 Telesat Canada Non -Voting Participating Preferred Shares to Telesat in exchange for Class C Fully Voting Shares of Telesat and the balance of its equity interest in Telesat Canada to Telesat Partnership in exchange for Class C Units of Telesat Partnership; (ii) on November 18, 2021 and pursuant to stockholder contribution agreements, the contribution by current and former members of management of Telesat Canada of their Telesat Canada Non -Voting Participating Preferred Shares to Telesat in exchange for newly issued Class A Common Shares of Telesat if such contributing shareholder is Canadian (as such term is defined in the Investment Canada Act) or newly issued Class B Variable Voting Shares of Telesat if such contributing shareholder is not Canadian (as such term is defined in the Investment Canada Act); (iii) on November 18, 2021 and pursuant to the director contribution agreement, the contribution by John Cashman and Clare Copeland of their Telesat Canada Director Voting Preferred Shares to Telesat Partnership in exchange for interests in Telesat Partnership, which were subsequently redeemed by Telesat Partnership for cash on November 19, 2021; (iv) on November 18, 2021 and pursuant to optionholder exchange agreements, the exchange of options, tandem stock appreciation rights and restrict stock units in respect of Telesat Canada for corresponding instruments in Telesat with the same vesting terms and conditions; and (v) on November 19, 2021, the merger of Merger Sub with and into Loral, with Loral surviving the Merger as a wholly owned subsidiary of Telesat Partnership and the other Loral stockholders receiving shares of Telesat or units of Telesat Partnership as described below.
Biggest changeThe Transaction was effected in accordance with the Transaction Agreement through a series of transactions, including: (i) on November 18, 2021, Red Isle contributing 272,827 Telesat Canada Non -Voting Participating Preferred Shares to Telesat in exchange for Class C Fully Voting Shares of Telesat and the balance of its equity interest in Telesat Canada to Telesat Partnership in exchange for Class C Units of Telesat Partnership; (ii) on November 18, 2021 and pursuant to stockholder contribution agreements, the contribution by current and former members of management of Telesat Canada of their Telesat Canada Non -Voting Participating Preferred Shares to Telesat in exchange for newly issued Class A Common Shares of Telesat if such contributing shareholder is Canadian (as such term is defined in the Investment Canada Act) or newly issued Class B Variable Voting Shares of Telesat if such contributing shareholder is not Canadian (as such term is defined in the Investment Canada Act); (iii) on November 18, 2021 and pursuant to the director contribution agreement, the contribution by John Cashman and Clare Copeland of their Telesat Canada Director Voting Preferred Shares to Telesat Partnership in exchange for interests in Telesat Partnership, which were subsequently redeemed by Telesat Partnership for cash on November 19, 2021; (iv) on November 18, 2021 and pursuant to option holder exchange agreements, the exchange of options, tandem stock appreciation rights and restricted stock units in respect of Telesat Canada for corresponding instruments in Telesat with the same vesting terms and conditions; and (v) on November 19, 2021, the merger of Merger Sub with and into Loral, with Loral surviving the Merger as a wholly owned subsidiary of Telesat Partnership and the other Loral stockholders receiving shares of Telesat or units of Telesat Partnership as described below. 46 Table of Contents Under the terms of the Transaction Agreement, at the Effective Time, each share of Loral common stock outstanding immediately prior to the Effective Time was converted into the right to receive (a) if the Loral stockholder validly made a Unit Election, one newly issued Class A Unit of Telesat Partnership if such Loral stockholder was Canadian (as such term is defined in the Investment Canada Act), and otherwise one newly issued Class B unit of Telesat Partnership, (b) if the Loral stockholder validly made a Shares Election, one newly issued Class A Common Share if such Loral stockholder was Canadian (as such term is defined in the Investment Canada Act), or (c) if the Loral stockholder validly made a Shares Election and was not Canadian, or did not validly make a Unit Election or a Shares Election, one newly issued Class B variable voting share.
Telesat Lightspeed Performance Features Telesat Lightspeed will provide critical features and functionality that will make it a highly compelling value proposition in the market verticals it has been optimized to serve, including: • High throughput: Individual links will be at speeds in the gigabits per second and Telesat Lightspeed will have multiple terabits per second of total usable capacity; • Low latency: Data will travel from the customer location to the internet (or the customer’s network) roughly 20 times faster than the latency that GEO satellites can provide; • Low cost: With its highly innovative design, Telesat Lightspeed will have a cost advantage over many other satellite broadband solutions, enhancing its competitiveness and expanding the addressable market for satellite -delivered connectivity solutions; • Focused and flexible capacity: The network will be able to dynamically allocate high capacity where and when customers require it, and will be able to reconfigure that capacity distribution as customer demand changes and evolves.
Telesat Lightspeed Performance Features Telesat Lightspeed will provide critical features and functionality that will make it a highly compelling value proposition in the market verticals it has been optimized to serve, including: • High throughput: Individual links will be at speeds in the gigabits per second and Telesat Lightspeed will have multiple terabits per second of total usable capacity; • Low latency: Data will travel from the customer location to the internet (or the customer’s network) roughly 20 times faster than the latency that GEO satellites can provide; • Low cost: With its highly innovative design, Telesat Lightspeed is expected to have a cost advantage over many other satellite broadband solutions, enhancing its competitiveness and expanding the addressable market for satellite -delivered connectivity solutions; • Focused and flexible capacity: The network will be able to dynamically allocate high capacity where and when customers require it, and will be able to reconfigure that capacity distribution as customer demand changes and evolves.
In addition, through a commercial arrangement with satellite operator APT, Telesat has the right to use certain frequencies for which the Kingdom of Tonga has the rights. Authorized frequencies include those already used by our current satellites, and additional frequencies at various geostationary orbital locations or in non -geostationary constellations that have yet to be implemented.
In addition, through a commercial arrangement with satellite operator APT, Telesat has the right to use certain frequencies for which the Kingdom of Tonga has the rights. Authorized frequencies include those already used by our current satellites, and additional frequencies at geostationary orbital locations or in non -geostationary constellations that have yet to be implemented.
In addition to the Ottawa headquarters and the Allan Park earth station, we operate a number of other earth stations, including the following: Overview of Telesat Earth Stations (Other than the SCC and Allan Park) Earth stations Owned or leased property Victoria, British Columbia, Canada Leased Fort McMurray, Alberta, Canada Leased Calgary, Alberta, Canada Owned Hague, Saskatchewan, Canada Leased Saskatoon, Saskatchewan, Canada Leased Winnipeg, Manitoba, Canada Owned Montreal, Quebec, Canada Owned Iqaluit, Nunavut, Canada Leased St.
In addition to the Ottawa headquarters and the Allan Park earth station, we operate a number of other earth stations, including the following: Overview of Telesat GEO Earth Stations (Other than the SCC and Allan Park) Earth stations Owned or leased property Victoria, British Columbia, Canada Leased Fort McMurray, Alberta, Canada Leased Calgary, Alberta, Canada Owned Hague, Saskatchewan, Canada Leased Saskatoon, Saskatchewan, Canada Leased Winnipeg, Manitoba, Canada Owned Montreal, Quebec, Canada Owned Iqaluit, Nunavut, Canada Leased St.
See “Risk Factors — Risks Relating to the Business of Telesat — Telesat’s in -orbit satellites may fail to operate as expected due to operational anomalies resulting in lost revenues, increased costs and/or termination of contracts.” We may also experience a failure of our ground operations infrastructure.
See “Risk Factors — Risks Relating to the Business of Telesat — Telesat’s satellites may fail to operate as expected due to operational anomalies resulting in lost revenues, increased costs and/or termination of contracts.” We may also experience a failure of our ground operations infrastructure.
Member states are also invited to inform the other member state and the ITU -BR of any intended use that has the potential to cause interference to either existing operations. The member states are then obligated to negotiate with each other in an effort to coordinate the proposed uses and resolve interference concerns.
Member states are also invited to inform the other member states and the ITU -BR of any intended use that has the potential to cause interference to either existing operations. The member states are then obligated to negotiate with each other in an effort to coordinate the proposed uses and resolve interference concerns.
In addition, the sector has undergone consolidation, with regional and national operators being acquired by larger companies or seeking to partner with other providers. There have also been many new, smaller entrants, including many governmental operators, launching national or regional satellite programs.
In addition, the sector has undergone consolidation, with regional, national and global operators being acquired by larger companies or seeking to partner with other providers. There have also been many new, smaller entrants, including many governmental operators, launching national or regional satellite programs.
For this reason, we have invested significant time and resources to develop this innovative constellation of LEO satellites, which we believe will be among the most capable and technologically advanced satellite -based enterprise grade networks in the world.
For this reason, we have invested significant time and resources to develop and build this innovative constellation of LEO satellites, which we believe will be among the most capable and technologically advanced satellite -based enterprise grade networks in the world.
Microsoft Azure used the LEO 1 satellite to test throughput, latency and jitter, and also successfully demonstrated application functionality such as Office 365, Teams conferencing, file transfers to OneDrive, streaming videos and playing cloud hosted games on Xbox Cloud. • Aviation: We have successfully demonstrated Telesat Lightspeed network’s IFC service capabilities via our LEO satellite with Honeywell and Anuvu, significantly mitigating the performance risk of LEO connectivity over Ka -band to commercial airplanes. • Maritime: We have successfully demonstrated Telesat Lightspeed network’s fit for maritime satellite communications services via our LEO 1 satellite with NSSL Global and OmniAccess, leaders in maritime connectivity solutions. • Government: Telesat Lightspeed is particularly attractive to governments because of its resilient distributed nature, secure, low latency, and truly global service.
Microsoft Azure used the LEO 1 satellite to test throughput, latency and jitter, and also successfully demonstrated application functionality such as Office 365, Teams conferencing, file transfers to OneDrive, streaming videos and playing cloud hosted games on Xbox Cloud. 58 Table of Contents • Aviation: We have successfully demonstrated Telesat Lightspeed network’s IFC service capabilities via our LEO satellite with Honeywell and Anuvu, significantly mitigating the performance risk of LEO connectivity over Ka -band to commercial airplanes. • Maritime: We have successfully demonstrated Telesat Lightspeed network’s fit for maritime satellite communications services via our LEO 1 satellite with NSSL Global and OmniAccess, leaders in maritime connectivity solutions. • Government: Telesat Lightspeed is particularly attractive to governments because of its resilient distributed nature, secure, low latency, and truly global service.
Unlike GEO satellites that operate in a fixed orbital location above the equator, LEO and MEO satellites continuously travel around the Earth at high velocities and, depending on their orbits, may cover higher latitude parts of the Earth that GEO satellites may not be able to reach. 53 Table of Contents Overview of Our GEO Satellite Business Our GEO satellite fleet is comprised of 14 satellites and offers global coverage with a concentration over the Americas.
Unlike GEO satellites that operate in a fixed orbital location above the equator, LEO and MEO satellites continuously travel around the Earth at high velocities and, depending on their orbits, may cover higher latitude parts of the Earth that GEO satellites may not be able to reach. 52 Table of Contents Overview of Our GEO Satellite Business Our GEO satellite fleet is comprised of 14 satellites and offers global coverage with a concentration over the Americas.
We also have contracts in place with prime contractors L3 Harris and General Dynamics Mission Systems for demonstrations and studies with Air Force Research Labs and NASA. In October 2020, Telesat U.S. Services was selected to become part of the Lockheed Martin team, which was recently awarded the Space Transport Layer Tranche 0 contract by the U.S. Space Development Agency.
We also have contracts in place with prime contractors L3 Harris and General Dynamics Mission Systems for demonstrations and studies with Air Force Research Labs and NASA. In October 2020, Telesat U.S. Services was selected to become part of the Lockheed Martin team, which was recently awarded the Space Transport Layer Tranche 0 contract by the U.S.
Under the terms of our agreement, Telesat would receive $600 million from the GoC over a ten -year period commencing when the Telesat Lightspeed network begins commercial service, which will enable internet and mobility service providers to acquire Telesat Lightspeed capacity at substantially reduced rates to bring universal broadband connectivity to rural, Northern and Indigenous communities across Canada.
Under the terms of our agreement, Telesat will receive $600 million from the GoC over a ten -year period commencing when the Telesat Lightspeed network begins commercial service, which will enable internet and mobility service providers to acquire Telesat Lightspeed capacity at reduced rates to bring universal broadband connectivity to rural, Northern and Indigenous communities across Canada.
As broadband connectivity has become increasingly important to businesses and individuals, the need to stay connected has spread to locations that cannot readily access terrestrial networks.
Aviation As broadband connectivity has become increasingly important to businesses and individuals, the need to stay connected has spread to locations that cannot readily access terrestrial networks.
Our deep technical expertise and commercial focus has enabled us to pioneer many of the industry’s most ground breaking innovations, including: 1962 Telstar 1, built by Telesat Canada’s predecessors at AT&T and Bell Laboratories, successfully delivered the first live intercontinental satellite TV transmission between Europe and the United States; 1972 Telesat Canada launched Anik A1, the world’s first commercial domestic communications satellite in geostationary orbit; 1978 Telesat Canada launched the first commercial Ku -band satellite on which was offered the first DTH television service, laying the groundwork for the global DTH industry; 1981 Telesat Canada co -located two satellites in a single orbital slot for the first time, now a widely -used industry practice; 1996 Telesat Canada was the first to provide internet access to Internet Service Providers (“ISPs”) over satellite; 2004 Telesat Canada launched Anik F2, the first satellite to successfully commercialize DTH consumer Ka -band broadband services; 2009 Telesat Canada launched Telstar 11N, the first satellite to provide Ku -band coverage of the Atlantic Ocean from the Arctic Circle to the Equator; 2013 Telesat Canada launched Anik G1, the first commercial satellite with substantial X -band coverage of the Pacific Ocean, including Hawaii, to serve the Canadian and other governments; 2015 Telesat Canada launched Telstar 12 VANTAGE, the first satellite combining high -throughput satellite (“HTS”) spot beams and conventional broad beams, giving customers the ability to maximize throughput, lower cost per bit and meet growing demand for bandwidth intensive applications; 2018 Telesat Canada launched its Phase 1 LEO satellite (“LEO 1”), the start of Telesat Lightspeed, leveraging Telesat Canada’s innovative, patented design, and provided the first high -speed broadband connectivity from LEO; 2019 Telesat Canada conducted the world’s first 5G backhaul demonstration over LEO satellite in partnership with Vodafone and the University of Surrey; 2020 Telesat Canada and the GoC finalize $600 million agreement to bridge Canada’s digital divide with Telesat’s Low Earth Orbit satellite constellation; 2023 Telesat successfully launched another Phase 1 LEO satellite (“LEO 3”) that is currently being used for innovative demonstration purposes; 2023 Telesat contracts MDA Ltd. as prime satellite manufacturer for its advanced Telesat Lightspeed LEO constellation; 50 Table of Contents 2024 Telesat secured funding from the Canadian federal and Quebec provincial governments in the combined amount of approximately US$2 billion.
Our deep technical expertise and commercial focus has enabled us to pioneer many of the industry’s most ground breaking innovations and commercial successes, including: 1962 Telstar 1, built by Telesat’s predecessors at AT&T and Bell Laboratories, successfully delivered the first live intercontinental satellite TV transmission between Europe and the United States; 1972 Telesat launched Anik A1, the world’s first commercial domestic communications satellite in geostationary orbit; 1978 Telesat launched the first commercial Ku -band satellite on which was offered the first DTH television service, laying the groundwork for the global DTH industry; 1981 Telesat co -located two satellites in a single orbital slot for the first time, now a widely -used industry practice; 1996 Telesat was the first to provide internet access to Internet Service Providers (“ISPs”) over satellite; 2004 Telesat launched Anik F2, the first satellite to successfully commercialize DTH consumer Ka -band broadband services; 2009 Telesat launched Telstar 11N, the first satellite to provide Ku -band coverage of the Atlantic Ocean from the Arctic Circle to the Equator; 2013 Telesat launched Anik G1, the first commercial satellite with substantial X -band coverage of the Pacific Ocean, including Hawaii, to serve government users; 2015 Telesat launched Telstar 12 VANTAGE, the first satellite combining high -throughput satellite (“HTS”) spot beams and conventional broad beams, giving customers the ability to maximize throughput, lower cost per bit and meet growing demand for bandwidth intensive applications; 2018 Telesat launched its Phase 1 LEO satellite (“LEO 1”), the start of Telesat Lightspeed, leveraging Telesat’s innovative, patented design, and provided the first high -speed broadband connectivity from LEO; 2019 Telesat conducted the world’s first 5G backhaul demonstration over LEO satellite in partnership with Vodafone and the University of Surrey; 2020 Telesat and the GoC finalized $600 million agreement to bridge Canada’s digital divide with Telesat’s Low Earth Orbit satellite constellation; 2023 Telesat successfully launched another Phase 1 LEO satellite (“LEO 3”) that is currently being used for innovative demonstration purposes; 2023 Telesat contracts MDA Ltd. as prime satellite manufacturer for its advanced Telesat Lightspeed LEO constellation; 49 Table of Contents 2024 Telesat secured funding from the Canadian federal and Quebec provincial governments in the combined amount of approximately US$2 billion.
We are licensed by ISED to occupy a number of key orbital locations that are well -suited to serve the Americas and support our leading position in North America. Internationally, our satellites occupy advantageous orbital locations that enable broad pan -regional service with interconnectivity between regions, promoting both intra- and inter -regional services.
We are licensed by ISED to occupy a number of key orbital locations that are well -suited to serve the Americas and support our strong position in North America. Internationally, our satellites occupy advantageous orbital locations that enable broad pan -regional service with interconnectivity between regions, promoting both intra- and inter -regional services.
Further, multiple satellites and multiple beams from a satellite makes it complex to intercept, decipher and jam communications from a LEO constellation unlike traditional GEO satellites, thereby improving the overall security posture. LEO networks with advanced encryption and compliance with government cybersecurity standards (e.g., NIST, IAPRE, etc.) delivers highly secure satcom.
Further, multiple satellites and multiple beams from a satellite makes it complex to intercept, decipher and jam communications from a LEO constellation unlike traditional GEO satellites, thereby improving the overall security posture. LEO networks with advanced encryption and compliance with government cybersecurity standards (e.g., NIST, IAPRE, etc.) deliver highly secure satcom.
Maritime We estimate the maritime market opportunity that can be addressed by LEO satellite constellations will reach about US$3 billion in 2025 and grow at a 7% annual rate to US$5 billion by 2030. This market includes connectivity to merchant vessels, oil & gas sites, yachts and cruise ships.
Maritime We estimate the maritime market opportunity that can be addressed by LEO satellite constellations reached about US$3 billion in 2025 and will grow at a 7% annual rate to US$5 billion by 2030. This market includes connectivity to merchant vessels, oil & gas sites, yachts and cruise ships.
Since th e mid -1970s , Telesat Canada has provided advanced satellite services for voice, data and broadcast communications in the Americas, including in Canada’s far North. Loral Skynet traced its history to two early companies in the U.S. satellite communications industry: AT&T Skynet and Orion Satellite Corporation (“Orion”).
Since the mid -1970s , Telesat Canada has provided advanced satellite services for voice, data and broadcast communications in the Americas, including in Canada’s far North. Loral Skynet traced its history to two early companies in the U.S. satellite communications industry: AT&T Skynet and Orion Satellite Corporation (“Orion”).
We believe Telesat Lightspeed will be uniquely positioned to deliver high throughput and low latency to cruise ships anywhere in the world, ensuring a compelling connectivity experience. Similarly, yacht owners want to enjoy the same high -quality broadband experience that they have in their homes and offices.
We believe Telesat Lightspeed will be well positioned to deliver high throughput and low latency to cruise ships anywhere in the world, ensuring a compelling connectivity experience. Similarly, yacht owners want to enjoy the same high -quality broadband experience that they have in their homes and offices.
As more nations demonstrate anti -satellite systems and communications jamming capability, governments are expected to seek LEO constellations made up of hundreds of advanced, interconnected satellites in an inherently more distributed, resilient and secure network than a network comprised of a handful of high -value GEO satellites.
As more nations demonstrate counter -satellite systems and communications jamming capability, governments are expected to seek LEO constellations made up of hundreds of advanced, interconnected satellites in an inherently more distributed, resilient and secure network than a network comprised of a handful of high -value GEO satellites.
Telesat Lightspeed also supports mesh connectivity enabling efficient remote to remote communications without having to transit the landing station; • True global coverage: Telesat Lightspeed will provide coverage of the Earth’s entire surface, from pole to pole, fulfilling the needs of governments and mobility markets, such as aviation and maritime for global network coverage and providing a uniform connectivity experience; • Interoperability with terrestrial networks: Customers want to connect to a satellite network as seamlessly as they do to terrestrial fiber networks today.
Telesat Lightspeed also supports mesh connectivity enabling efficient remote to remote communications without having to transit the landing station; • True global coverage: Telesat Lightspeed will provide coverage of the Earth’s entire surface, from pole to pole, fulfilling the needs of governments and mobility markets, such as aviation and maritime for global network coverage and providing a uniform connectivity experience; 60 Table of Contents • Interoperability with terrestrial networks: Customers want to connect to a satellite network as seamlessly as they do to terrestrial fiber networks today.
(collectively, “Shaw”), regarding payments for services provided to Shaw on the Anik F2 satellite and related ground services pursuant to two agreements with terms ending December 31, 2025. Shaw has purported to terminate both agreements alleging that the Anik F2 RF channel services failed to meet the required performance parameters.
(collectively, “Shaw”), regarding payments for services provided to Shaw on the Anik F2 satellite and related ground services pursuant to two agreements with terms that ended December 31, 2025. Shaw has purported to terminate both agreements alleging that the Anik F2 RF channel services failed to meet the required performance parameters.
Owned in-orbit satellites as of December 31, 2024 Orbital Location Regions Covered Launch Date Manufacturer’s End-of-Service Life End-of-Orbital Maneuver Life (1) Model Anik F1R 107.3° WL North America Sep 2005 2020 2026 (2) E3000 (EADS Astrium) Anik F2 111.1° WL Canada, Continental United States Jul 2004 2019 2027 (2)(6) BSS702 (Boeing) Anik F4 111.1° WL Canada May 2004 2019 2026 A2100 (Lockheed Martin) Anik F3 118.7° WL Canada, Continental United States Apr 2007 2022 2025 E3000 (EADS Astrium) 55 Table of Contents Orbital Location Regions Covered Launch Date Manufacturer’s End-of-Service Life End-of-Orbital Maneuver Life (1) Model Anik G1 107.3° WL Canada South America Apr 2013 2028 2039 SS/L 1300 Nimiq 2 (3) 109.2° WL North America Dec 2002 2015 2026 (2) A2100 AX (Lockheed Martin) Nimiq 4 82° WL Canada Sep 2008 2023 2027 E3000 (EADS Astrium) Nimiq 5 72.7° WL Canada, Continental United States Sep 2009 2024 2036 SS/L 1300 Nimiq 6 91.1° WL Canada May 2012 2027 2046 SS/L 1300 Telstar 11N 37.55° WL North and Central America, Europe, Africa and the maritime Atlantic Ocean region Feb 2009 2024 2027 SS/L 1300 Telstar 12 VANTAGE 15° WL Eastern United States, SE Canada, Europe, Russia, Middle East, South Africa, portions of South and Central America Nov 2015 2030 2032 E3000 (Airbus) Telstar 14R/Estrela do Sul 2 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean May 2011 2026 2026 SS/L 1300 Telstar 18 VANTAGE (4) 138° EL India, South East Asia, Indonesia/Malaysia, China, Australia/New Zealand, North Pacific and Hawaii Sep 2018 2033 2040 SS/L 1300 Telstar 19 VANTAGE 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean, Caribbean Jul 2018 2033 2037 SS/L 1300 LEO 3 NGSO July 2023 2028 N/A (5) UTIAS SFL ____________ (1) Our current estimate of when each satellite will be decommissioned, taking account of anomalies and malfunctions the satellites have experienced to date and other factors such as remaining fuel levels, consumption rates and other available engineering data.
Owned in-orbit GEO satellites as of December 31, 2025 Orbital Location Regions Covered Launch Date Manufacturer’s End-of-Service Life End-of-Orbital Maneuver Life (1) Model Anik F1R 107.3° WL North America Sep 2005 2020 2029 (2) E3000 (EADS Astrium) Anik F2 111.1° WL Canada, Continental United States Jul 2004 2019 2027 (2)(5) BSS702 (Boeing) Anik F4 111.1° WL Canada May 2004 2019 2026 A2100 (Lockheed Martin) Anik F3 118.7° WL Canada, Continental United States Apr 2007 2022 2030 (2) E3000 (EADS Astrium) Anik G1 107.3° WL Canada South America Apr 2013 2028 2039 SS/L 1300 Nimiq 2 (3) 109.2° WL North America Dec 2002 2015 2026 (2) A2100 AX (Lockheed Martin) Nimiq 4 82° WL Canada Sep 2008 2023 2027 (6) E3000 (EADS Astrium) Nimiq 5 72.7° WL Canada, Continental United States Sep 2009 2024 2036 SS/L 1300 Nimiq 6 91.1° WL Canada May 2012 2027 2046 SS/L 1300 54 Table of Contents Orbital Location Regions Covered Launch Date Manufacturer’s End-of-Service Life End-of-Orbital Maneuver Life (1) Model Telstar 11N 37.55° WL North and Central America, Europe, Africa and the maritime Atlantic Ocean region Feb 2009 2024 2027 SS/L 1300 Telstar 12 VANTAGE 15° WL Eastern United States, SE Canada, Europe, Russia, Middle East, South Africa, portions of South and Central America Nov 2015 2030 2032 E3000 (Airbus) Telstar 14R/Estrela do Sul 2 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean May 2011 2026 2026 SS/L 1300 Telstar 18 VANTAGE (4) 138° EL India, South East Asia, Indonesia/Malaysia, China, Australia/New Zealand, North Pacific and Hawaii Sep 2018 2033 2040 SS/L 1300 Telstar 19 VANTAGE 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean, Caribbean Jul 2018 2033 2037 SS/L 1300 ____________ (1) Our current estimate of when each satellite will be decommissioned, taking account of anomalies and malfunctions the satellites have experienced to date and other factors such as remaining fuel levels, consumption rates and other available engineering data.
These services include space segment services and terrestrial facilities for enterprise connectivity, internet backhaul, cellular backhaul and services such as rural telephony to telecommunications carriers and network services integrators around the world. • Maritime and aeronautical services: We provide satellite capacity to customers serving the maritime and aeronautical markets, bringing broadband communications services to commercial airplanes and vessels. • Government services: We provide services to the U.S. government, including through government service integrators, and are a significant provider of satellite services to the Canadian government. 54 Table of Contents • Direct -to-consumer broadband services: We provide satellite capacity to Xplore in Canada, and to Hughes Network Services in South America, who each, in turn, use it to provide two -way broadband internet services directly to consumers. • VSAT services: We operate satellite and terrestrial networks that support enterprise and retail activities in Canada¸ including point -of-sale and other applications.
These services include space segment services and terrestrial facilities for enterprise connectivity, internet backhaul, cellular backhaul and services such as rural telephony to telecommunications carriers and network services integrators around the world. 53 Table of Contents • Maritime and aeronautical services: We provide satellite capacity to customers serving the maritime and aeronautical markets, bringing broadband communications services to commercial airplanes and vessels. • Government services: We are a significant provider of satellite services to the Canadian government and also provide services to the U.S. and other allied governments through government service integrators. • Direct -to-consumer broadband services: We provide satellite capacity to Xplore in Canada, and to Hughes Network Services in South America, who each, in turn, use it to provide two -way broadband internet services directly to consumers. • VSAT services: We operate satellite and terrestrial networks that support enterprise and retail activities in Canada¸ including point -of-sale and other applications.
As part of the Canadian government’s divestiture of its shares in Telesat, pursuant to the Telesat Reorganization and Divestiture Act (1991) (“Telesat Divestiture Act”), Telesat was continued on March 27, 1992 as a business corporation under the CBCA, the Telesat Canada Act was repealed and the Canadian government sold its shares in Telesat.
As part of the Canadian government’s divestiture of its shares in Telesat, pursuant to the Telesat Reorganization and Divestiture Act (1991) (“Telesat Divestiture Act”), Telesat was continued on March 27, 1992 as a business corporation under the Canada Business Corporations Act , the Telesat Canada Act was repealed and the Canadian government sold its shares in Telesat.
Overview of The Market Opportunity: Growing Demand for High-Capacity, Fiber-like Broadband Connectivity Everywhere Global broadband demand is increasing exponentially as the world is becoming increasingly digital, a trend that was accelerated by the global COVID pandemic.
Overview of The Telesat Lightspeed Market Opportunity: Growing Demand for High -Capacity , Fiber -like Broadband Connectivity Everywhere Global broadband demand is increasing exponentially as the world is becoming increasingly digital, a trend that was accelerated by the global COVID pandemic.
The low latency of our network will enable customers to seamlessly transport encrypted traffic between terrestrial and satellite networks at high data rates, something that is not possible with traditional GEO satellite networks. The network is also expected to provide high throughput for large trunking links in Northern Canada, for island nations and other remote regions.
The low latency of our network will enable customers to seamlessly transport encrypted traffic between terrestrial and satellite networks at high data rates, something that is not possible with traditional GEO satellite networks. The network is also expected to provide high throughput for large trunking links in remote regions (e.g., Northern Canada and island nations).
The head office of Telesat Partnership is located at 160 Elgin Street, Ottawa, Ontario, Canada K2P 2P7. Our telephone number at our head and registered office is (613) 748 -8700 ext. 2268. Our website address is https://www.telesat.com .
The head office of Telesat Partnership is located at 160 Elgin Street, Ottawa, Ontario, Canada K2P 2P7. Our telephone number at our head and registered office is (613) 748 -8700 . Our website address is https://www.telesat.com .
Aviation We estimate the aviation market opportunity addressable by LEO will be US$7 billion in 2025, and will grow by 15% annually to US$15 billion by 2030. The market opportunity includes delivering connectivity services to commercial aircraft and business jets.
We estimate the aviation market opportunity addressable by LEO was US$7 billion in 2025, and will grow by 15% annually to US$15 billion by 2030. The market opportunity includes delivering connectivity services to commercial aircraft and business jets.
Telesat Lightspeed leverages MEF 3.0 industry -wide network interface standards which enables simple, seamless integration with customers’ terrestrial networks, without the need to integrate proprietary hardware or software.
Telesat Lightspeed leverages MEF 3.0 industry -wide network interface standards which enable simple, seamless integration with customers’ terrestrial networks, without the need to integrate proprietary hardware or software.
The export of U.S. -manufactured satellites and technical information related to satellites, earth station equipment and provision of services to certain countries are subject to State Department, Commerce Department and Treasury Department regulations. Brazil Regulatory Environment The Brazilian national telecommunications agency, ANATEL, grants exploitation rights for Brazilian satellites to companies incorporated and existing in Brazil.
The export of U.S. -manufactured satellites and technical information related to satellites, earth station equipment and provision of services to certain countries are subject to State Department, Commerce Department and Treasury Department regulations. 70 Table of Contents Brazil Regulatory Environment The Brazilian national telecommunications agency, ANATEL, grants exploitation rights for Brazilian satellites to companies incorporated and existing in Brazil.
Certain of these laws and regulations address risks related to generating orbital debris. 75 Table of Contents C. Organizational Structure The following chart reflects our organization structure (including the jurisdiction of formation or incorporation of our material subsidiaries.) D. Property, Plants and Equipment For a description of our property, plants and equipment, see Item 4.B.
Certain of these laws and regulations address risks related to generating orbital debris. 76 Table of Contents C. Organizational Structure The following chart reflects our organization structure (including the jurisdiction of formation or incorporation of our material subsidiaries.) 77 Table of Contents D. Property, Plants and Equipment For a description of our property, plants and equipment, see Item 4.B.
The “earth segment” is made up of all of the communication earth stations and other devices that access operational satellites. A satellite has two primary components: the communications payload and the spacecraft bus.
The “earth segment” is made up of all of the communication earth stations and other devices that access operational satellites. A satellite has two primary subsystems: the communications payload and the spacecraft bus.
Taken together, these developing relationships and contract awards demonstrate that the U.S. government is investing significant resources to bring about its “pivot” from GEO- to LEO -based satellite systems and its demonstrated interest in Telesat Lightspeed as a commercial satellite solutions provider.
Space Development Agency.Taken together, these developing relationships and contract awards demonstrate that the U.S. government is investing significant resources to bring about its “pivot” from GEO- to LEO -based satellite systems and its demonstrated interest in Telesat Lightspeed as a commercial satellite solutions provider.
IFC service providers are facing network capacity constraints in the U.S., especially around demand hotspots such as large airports, and will not have the necessary capacity to support the expected surge in demand should airlines start adopting free in -flight Wi -Fi .
IFC service providers are facing network capacity constraints in the U.S., especially around demand hotspots such as large airports, and may not have the necessary capacity to support the expected surge in demand as airlines start adopting free in -flight Wi -Fi .
We also cannot predict the breadth of claims that may 67 Table of Contents be allowed or enforced in our owned or in -licensed patents or whether such claims, if issued, will cover our services, provide sufficient protection from competitors or otherwise provide any competitive advantage.
We also cannot predict the breadth of claims that may be allowed or enforced in our owned or in -licensed patents or whether such claims, if issued, will cover our services, provide sufficient protection from competitors or otherwise provide any competitive advantage.
Any issued patents that we may own or in -license in the future may be challenged, invalidated, narrowed, held unenforceable, infringed or circumvented. There can be no assurance that infringement of existing third party patents has not occurred or will not occur.
Any issued patents that we may own or in -license in the future may be challenged, invalidated, narrowed, held unenforceable, infringed or circumvented. 67 Table of Contents There can be no assurance that infringement of existing third party patents has not occurred or will not occur.
We will continue to be disciplined in our satellite replacement and expansion program, seeking to secure high -quality , long -term customers to anchor any new or replacement geostationary satellites in advance of committing to the construction of such satellites.
We will continue to be disciplined in our satellite replacement and expansion program, seeking to secure high -quality , long -term customers to anchor any new or replacement geostationary satellites in advance of committing to the construction of such satellites, should such opportunities arise.
It is, however, either prohibitively expensive to install fiber in these areas or simply physically impossible (e.g., to planes and ships). Historically, the primary options for these markets have been traditional GEO and MEO satellites.
It is, however, either prohibitively expensive to install fiber in certain geographic areas or simply physically impossible (e.g., to planes and ships). Historically, the primary options for these markets have been traditional GEO satellites.
There also tends to be no quality access in remote areas for enterprise cloud applications, meaning that schools, hospitals and other public institutions in those areas are unable to take advantage of broadband applications and cloud -based services.
There also tends to be no quality terrestrial access in remote areas for enterprise cloud applications, meaning that schools, hospitals and other public institutions in those areas are unable to take advantage of broadband applications and cloud -based services over terrestrial networks.
For further detail, see “Risk Factors — Risks Relating to the Business of Telesat.” In addition, Telesat and its shareholders and directors cannot apply for Telesat’s continuation in another jurisdiction or dissolution unless authorized by an Act of Parliament. Telecommunications Act Telesat is a Canadian carrier under the Canadian Telecommunications Act (“Telecom Act”).
For further detail, see “Risk Factors — Risks Relating to the Business of Telesat Corporation.” In addition, Telesat and its shareholders and directors cannot apply for Telesat’s continuation in another jurisdiction or dissolution unless authorized by an Act of Parliament. 68 Table of Contents Telecommunications Act Telesat is a Canadian carrier under the Canadian Telecommunications Act (“Telecom Act”).
In Brazil, we are currently involved in a number of disputes with Brazilian tax authorities alleging that additional taxes are owed on revenue earned for the period 2002 to 2021. The total disputed amount for the period 2002 to 2021, including interest and penalties, is now $93.5 million. The disputes relate to the Brazilian tax authorities’ characterization of revenue.
In Brazil, we are currently involved in a number of disputes with Brazilian tax authorities alleging that additional taxes are owed on revenue earned for the period 2002 to 2021. The total disputed amount for the period 2002 to 2021, including interest and penalties, is now $109.4 million. The disputes relate to the Brazilian tax authorities’ characterization of revenue.
Portfolio of Strategic and Valuable Orbital Real Estate Our GEO satellites occupy orbital locations that provide us with an advantageous position in the markets in which we operate due to the scarcity of available satellite spectrum. Access to these orbital locations, coupled with the high capital intensity of the satellite industry, creates barriers to entry in those markets.
Portfolio of Strategic and Valuable Orbital Real Estate Our GEO satellites occupy orbital locations that provide us with an advantageous position in the markets in which we operate. Access to these orbital locations, coupled with the high capital intensity of the satellite industry, creates barriers to entry in those markets.
Research & Development Our research and development expenditures are incurred for the studies associated with advanced satellite system designs, and experimentation and development of space, satellite and ground communications services. This includes the planned development of Telesat Lightspeed. Regulation We are subject to regulation by government authorities in Canada, the U.S. and other countries in which we operate.
Research & Development Our research and development expenditures are incurred for the studies associated with advanced satellite system designs, and experimentation and development of space, satellite and ground communications services. This includes the planned development of Telesat Lightspeed. Regulation We are subject to regulation by government authorities in the countries in which we operate.
As discussed further below, Telesat Lightspeed has been specifically designed and optimized to meet these requirements. The Market Opportunity for Telesat Lightspeed in Key Vertical Markets We estimate that the total addressable market, or TAM, for our GEO business will reach approximately US$15.6 billion by the end of 2025. 3 Telesat Lightspeed is expected to significantly increase our TAM.
As discussed further below, Telesat Lightspeed has been specifically designed and optimized to meet these requirements. The Market Opportunity for Telesat Lightspeed in Key Vertical Markets We estimate that the total addressable market, or TAM, for our GEO business was approximately US$15.6 billion at the end of 2025. 3 Telesat Lightspeed is expected to significantly increase our TAM.
Telesat Corporation is the general partner of Telesat Partnership LP, which was formed under the Limited Partnership Act (Ontario) on November 12, 2020. We directly or indirectly own 100% of all of our operating subsidiaries.
Telesat Corporation is the general partner of Telesat Partnership LP, which was formed under the Limited Partnership Act (Ontario) on November 12, 2020. Telesat Corporation directly or indirectly own 100% of all of its operating subsidiaries.
In addition, on November 18, 2021, Telesat entered into the trust agreement and trust voting agreement with Telesat Partnership, TSX Trust Company as the trustee of Telesat Corporation Trust and, in the case of the trust agreement, Christopher DiFrancesco, effectuating the voting trust relating to the voting rights of units of Telesat Partnership.
In addition, on November 18, 2021, Telesat entered into the trust agreement and trust voting agreement with Telesat Partnership, TSX Trust Company as the trustee of Telesat Corporation Trust and, in the case of the trust agreement, the settlor of the trust, effectuating the voting trust relating to the voting rights of units of Telesat Partnership.
In July 2022, Telesat was one of the recipients of the DARPA Space -Based Adaptive Communications Node (Space -BACN ) contract to demonstrate the architecture of inter -connecting commercial LEO constellations and their optical inter -satellite link enabled mesh networks with heterogeneous U.S. government networks.
In July 2022, Telesat was one of the recipients of the DARPA Space -Based Adaptive Communications Node (Space -BACN ) contract to demonstrate the architecture of inter -connecting commercial LEO constellations and their OISL enabled mesh networks with heterogeneous U.S. government networks.
While these satellites can provide coverage in most areas, because of the vast distances between the Earth’s surface and the orbital positions above the Earth occupied by GEO and MEO satellites, the user experience suffers due to high latency (the round -trip time delay between the data source and the data destination), which is prejudicial and, at times, prohibitive for certain consumer and enterprise broadband applications: • Consumer applications: Real -time communications services (e.g.
While these satellites can provide coverage in most areas, because of the vast distances between the Earth’s surface and the orbital positions above the Earth occupied by GEO satellites, the user experience suffers due to high latency (the round -trip time delay between the data source and the data destination), which is prejudicial and, at times, prohibitive for certain consumer and enterprise broadband applications.
We have secured a license from the GoC to launch and operate a LEO satellite constellation using ~4 GHz of Ka -band spectrum, for which Telesat has international spectrum rights in accordance with filings made through the International Telecommunication Union.
We have secured a license from the GoC to launch and operate Telesat Lightspeed using ~4 GHz of Ka -band spectrum, for which Telesat has international spectrum rights in accordance with filings made through the International Telecommunication Union.
As part of this follow -on contract, we have delivered two spacecraft buses to DARPA for a “risk reduction” flight to test OISL communications with government payloads in orbit and to demonstrate OISL interoperability with different hardware.
As part of this follow -on contract, we have delivered two spacecraft buses to DARPA for a “risk reduction” flight to test optical inter -satellite link (OISL) communications with government payloads in orbit and to demonstrate OISL interoperability with different hardware.
For the last three years we have had, on average, approximately 80% of each year’s total revenue already under contract at the beginning of the year. 100% of our backlog is non -cancellable or cancellable on economically prohibitive terms, except in the event of a continued period of service interruption.
For the last three years, we have had, on average, approximately 80% of each year’s total revenue already under contract at the beginning of the year. 100% of our backlog is non -cancellable or cancellable on economically prohibitive terms, except in the event of a continued period of service interruption or, in the case of Telesat Lightspeed, a delay in service commencement.
LEO satellite systems have the potential to offer a number of advantages over GEO satellites to meet growing requirements for broadband services, both consumer and commercial, by providing increased data speeds and capacity, global coverage, and latency on par with or, in some circumstances, better than terrestrial services.
LEO satellite systems offer a number of advantages over GEO satellites to meet growing requirements for broadband services, both consumer and enterprise, by providing increased data speeds and capacity, global coverage, and latency on par with or, in some circumstances, better than terrestrial services.
Our GEO satellite fleet and ground infrastructure provide a platform supporting (i) video distribution and DTH in North America with large telecommunications customers and significant contracted backlog, and (ii) connectivity satellite services for customers around the world for backhaul, corporate networks, maritime and aero services, and video distribution and contribution.
Our GEO satellite fleet and ground infrastructure provide a platform supporting (i) video distribution and DTH in North America with large telecommunications customers and significant contracted backlog, and (ii) connectivity satellite services for customers around the world for backhaul of telephone and internet traffic, corporate networks, maritime and aero broadband connectivity services, and video distribution and contribution.
The charges payable by a telecom service provider are calculated as a percentage of its Canadian telecommunications service revenues, minus certain deductions (e.g., terminal equipment sales and inter -carrier payments). The rate for 2024 has been finalized at 0.46%. An interim rate of 0.46% has been established by the CRTC for 2025.
The charges payable by a telecom service provider are calculated as a percentage of its Canadian telecommunications service revenues, minus certain deductions (e.g., terminal equipment sales and inter -carrier payments). The rate for 2025 has been finalized at 0.46%.
Telesat is currently not subject to detailed rate regulation, however the CRTC has retained its powers under the Telecom Act to 68 Table of Contents impose price regulation or other regulatory measures on Telesat in the future, as necessary.
Telesat is currently not subject to detailed rate regulation, however the CRTC has retained its powers under the Telecom Act to impose price regulation or other regulatory measures on Telesat in the future, as necessary.
The estimated TAM for LEO is approximately US$425 billion in 2025, which we project will nearly double by 2032 in light of the demand drivers that exist today (e.g., 5G backhaul in terrestrial vertical or passenger connectivity in aviation vertical, and I oT).
The estimated TAM for LEO was approximately US$425 billion in 2025, which we project will nearly double by 2032 in light of the demand drivers that exist today (e.g., 5G backhaul in terrestrial vertical or passenger connectivity in aviation vertical, and IoT).
Generally, in the United States, issued patents are granted a term of 20 years from the earliest claimed non -provisional or Patent Cooperation Treaty filing date. In certain instances, a patent term can be adjusted to recapture a portion of delay by the U.S.
Generally, in the United States, issued patents are granted a term of 20 years from the earliest claimed non -provisional or Patent Cooperation Treaty filing date. In certain instances, a patent term can be adjusted to recapture a portion of delay by the U.S. Patent and Trademark Office in examining the patent application.
Telesat Lightspeed satellites incorporate leading -edge technologies and features, including: • Advanced phased array antennas instantly match capacity to demand: The antennas on each satellite are combined with advanced, digital beam forming technology that can create hundreds of thousands of logical beams and dynamically focus multiple Gbps of capacity into demand hot spots like remote communities, large airports or major seaports; • Interlinked satellite mesh network in space for high resilience and new applications: Each satellite will have high capacity optical links that combine to create a highly resilient, flexible and secure space -based network, moving data across the network and around the world at the speed of light; • Data processing in space provides most efficient traffic routing: Full digital modulation and demodulation occurs on the satellite, coupled with a revolutionary end -to-end constellation network operating system, improves link performance and gives customers a high degree of flexibility for routing traffic across the globe, eliminating gateway hops for fast, secure, end -to-end delivery of data; and 64 Table of Contents • Mix of orbits maximize network efficiency: Telesat Lightspeed satellites fly in an innovative mix of orbits designed to optimize coverage and capacity, with true pole -to-pole global coverage.
Telesat Lightspeed satellites incorporate leading -edge technologies and features, including: • Advanced phased array antennas instantly match capacity to demand: The antennas on each satellite are combined with advanced, digital beam forming technology that can create hundreds of thousands of logical beams and dynamically focus multiple Gbps of capacity into demand hot spots like remote communities, large airports or major seaports; • Interlinked satellite mesh network in space for high resilience and new applications: Each satellite will have high capacity optical links that combine to create a highly resilient, flexible and secure space -based network, moving data across the network and around the world at the speed of light; • Data processing in space provides most efficient traffic routing: Full digital modulation and demodulation occurs on the satellite which, coupled with an end -to-end constellation network operating system, improves link performance and gives customers a high degree of flexibility for routing traffic, eliminating gateway hops for fast, secure, end -to-end delivery of data; and • Efficient orbital configuration maximizes network performance: Telesat Lightspeed satellites operate in an innovative orbit designed to optimize coverage and capacity, with true pole -to-pole global coverage.
Employees As of December 31, 2024, we and our subsidiaries had approximately 610 permanent full and part -time employees. Approximately 1.9% of our employees are subject to collective bargaining agreements. Our employee body is primarily comprised of professional engineering, sales and marketing staff, administrative staff and skilled technical workers. We consider our employee relations to be strong.
Employees As of December 31, 2025, we and our subsidiaries had approximately 711 permanent full and part -time employees. Approximately 1.6% of our employees are subject to collective bargaining agreements. Our employee body is primarily comprised of professional engineering, sales and marketing staff, administrative staff and skilled technical workers. We consider our employee relations to be strong.
John’s, Newfoundland, Canada Leased Mount Jackson, Virginia, U.S. Owned Middleton, Virginia, U.S. Leased Belo Horizonte, Brazil Owned Kapolei, Hawaii, U.S.
John’s, Newfoundland, Canada Leased Yellowknife, Northwest Territories, Canada Owned Mount Jackson, Virginia, U.S. Owned Middleton, Virginia, U.S. Leased Belo Horizonte, Brazil Owned Kapolei, Hawaii, U.S.
Reliable communications are essential for IoT to work and, while most IoT connections will likely be by terrestrial wireless, the growth in the number of connected devices is expected to drive increased demand for satellite services. ____________ 7 International Defense Budgets, US Department of Defense Budgets, Management’s analysis and estimates. 62 Table of Contents • Emerging industries: As developments in technologies like artificial intelligence and automated services progress, future applications such as autonomous driving and the connected car will require more than one communication link to ensure fully redundant connectivity at all times.
Reliable communications are essential for IoT to work and, while most IoT connections will likely be by terrestrial wireless, the growth in the number of connected devices is expected to drive increased demand for satellite services. • Emerging industries: As developments in technologies like artificial intelligence and automated services progress, future applications such as autonomous driving and the connected car will require more than one communication link to ensure fully redundant connectivity at all times.
Capture the Explosive Demand for Global Broadband Connectivity with Telesat Lightspeed Telesat Lightspeed has been designed to provide fast, affordable, reliable and secure broadband connectivity everywhere on Earth, giving Telesat and our customers a significant competitive advantage in the markets we serve.
The principal elements of our growth strategy are the following: Capture the Explosive Demand for Global Broadband Connectivity with Telesat Lightspeed Telesat Lightspeed has been designed to provide fast, affordable, reliable and secure broadband connectivity everywhere on Earth, giving Telesat and our customers a significant competitive advantage in the markets we serve.
Opportunistically Engage in M&A Activity to Enhance our Competitive Position and Shareholder Value The satellite industry has, historically, undergone periods of consolidation, both horizontal and vertical. A number of satellite operators have publicly discussed the benefit of, and potential for, consolidation among satellite operators.
Opportunistically Engage in M&A Activity to Enhance our Competitive Position and Shareholder Value The satellite industry has, historically, undergone periods of consolidation, both horizontal and vertical. A number of satellite operators have publicly discussed the benefit of, and potential for, consolidation among satellite operators. Our competitor and global satellite operator, SES, has acquired another global satellite operator, Intelsat.
In addition to offering low latency, however, any potential LEO solution must also be significantly flexible and technologically advanced to dynamically deliver high capacity connectivity where users require it and ____________ 2 Ericsson Mobility Report November 2023 58 Table of Contents minimize the amount of capacity that is idled because it cannot effectively be put to use in the network at any given time.
In addition to offering low latency, however, any potential LEO solution must also be significantly flexible and technologically advanced to dynamically deliver high capacity connectivity where users require it and minimize the amount of capacity that is idled because it cannot effectively be put to use in the network at any given time.
Industry-Leading Engineering Expertise Driving Continuous Innovation and Advancement We believe we have an unrivalled track -record of innovation, “firsts,” and commercial success in the global satellite industry, guided by one of the most experienced management teams in the industry.
Commercial Success and Industry-Leading Engineering Expertise Driving Continuous Innovation and Advancement We have a long -standing track -record of innovation, “firsts,” and commercial success in the global satellite industry, guided by one of the most experienced management teams in the industry.
Grants include conditions of license including deployment milestones. If more than one non -geostationary system from the same processing round intends to use the same frequencies, coordination is required; however, if coordination cannot be reached, the U.S. rules require that band splitting be applied. Non -geostationary systems from a later processing round must protect systems from earlier processing rounds.
If more than one non -geostationary system from the same processing round intends to use the same frequencies, coordination is required; however, if coordination cannot be reached, the U.S. rules require that band splitting be applied. Non -geostationary systems from a later processing round must protect systems from earlier processing rounds.
We also earn revenue by providing ground -based transmit and receive services, selling equipment, installing, managing and maintaining satellite networks and providing consulting services in the field of satellite communications. We currently derive revenues from the following services: • Broadcast: Our broadcast services business provided approximately 48% of our revenues for the year ended December 31, 2024.
We also earn revenue by providing ground -based transmit and receive services, selling equipment and installing, managing and maintaining satellite networks. We currently derive revenues from the following services: • Broadcast: Our broadcast services business provided approximately 47% of our revenues for the year ended December 31, 2025.
Telesat Lightspeed has the potential to transform global satellite and terrestrial communications industries, dramatically increasing the Company’s addressable market and significantly expanding its growth potential. Industry Overview and Trends We compete in the market for the provision of voice, data, video and internet connectivity services worldwide. Services of this type are provided using various technologies, including satellite networks.
Telesat Lightspeed has the potential to dramatically increase the Company’s addressable market and significantly expand its growth potential. Industry Overview and Trends We compete in the market for the provision of voice, data, video and internet connectivity services worldwide. Services of this type are provided using various technologies, including satellite networks.
Our constellation design, features and functionality will be a highly compelling satellite -based enterprise class network in the world. • Vast technical expertise, experience and relationships: As a trusted satellite operator with a highly experienced management team, we have longstanding relationships at the most important levels of the industry (e.g., customers, suppliers and regulators), and an established eco -system of partners to design a technologically -advanced and economical ground infrastructure. • Existing, engaged customer base: We are known and trusted by key customers and have a deep understanding of their requirements.
Our constellation design, features and functionality, built to government standards and security requirements, including Mil -Ka frequencies, will deliver a highly compelling satellite -based enterprise class network. • Vast technical expertise, experience and relationships: As a trusted satellite operator with a highly experienced management team, we have longstanding relationships at the most important levels of the industry (e.g., customers, suppliers and regulators), and an established eco -system of partners to design a technologically -advanced and economical ground infrastructure. 66 Table of Contents • Existing, engaged customer base: We are known and trusted by key customers and have a deep understanding of their requirements.
Over our lengthy operating history, we have demonstrated a deep commitment to customer service and led the way on many of the industry’s most ground -breaking innovations. 48 Table of Contents After decades of developing and successfully operating our GEO satellite services business, we are building what we believe will be one of the world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed” — a platform designed to revolutionize the provision of global broadband connectivity.
Throughout our lengthy operating history, we have demonstrated a deep commitment to customer service and led the way on many of the industry’s most ground -breaking innovations. 47 Table of Contents After decades of developing and successfully operating our GEO satellite services business, we are building what we believe will be one of the world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed” — a state -of-the-art network designed to provide global broadband connectivity to enterprise and government customers.
The Special Voting Shares and the Golden Share have no material economic rights. The Telesat Public Shares commenced trading on the Nasdaq Stock Market and the Toronto Stock Exchange under the ticker symbol “TSAT” on November 19, 2021. The Telesat Partnership Units are not listed on an exchange. Our fiscal year ends on December 31 of each calendar year.
The Special Voting Shares and the Golden Share have no material economic rights. The Telesat Public Shares commenced trading on the Nasdaq Stock Market and the Toronto Stock Exchange under the ticker symbol “TSAT” on November 19, 2021. The Telesat Partnership Units are not listed on an exchange.
Such a “space relay” service would simplify the design and lower the cost of government spacecraft and enable a more rapid technology refresh cycle than is currently the case, a capability that will be particularly attractive for national security applications in a rapidly changing world with budgetary constraints.
Such a “space relay” service would simplify the design ____________ 7 International Defense Budgets, US Department of Defense Budgets, Management’s analysis and estimates. 65 Table of Contents and lower the cost of government spacecraft and enable a more rapid technology refresh cycle than is currently the case, a capability that will be particularly attractive for national security applications in a rapidly changing world with budgetary constraints.
Typically, our launch insurance has covered the following events during the period of coverage: (i) delivery from the launch pad to orbit; (ii) separation from the launch vehicle; (iii) drift orbit maneuvers; (iv) solar array and antenna deployment; and (v) testing and commissioning.
It has been our practice to insure our launches where we bear the risk of loss. Typically, our launch insurance has covered the following events during the period of coverage: (i) delivery from the launch pad to orbit; (ii) separation from the launch vehicle; (iii) drift orbit maneuvers; (iv) solar array and antenna deployment; and (v) testing and commissioning.
Our Telesat Lightspeed architecture is designed to offer a powerful combination of capacity, speed, security, reach, resiliency and affordability, with low latency that is on par with terrestrial networks. We have strong government participation, including an anchor contract with the GoC that we believe will result in approximately $1.2 billion over 10 years, which includes $600 million from the GoC.
Our Telesat Lightspeed architecture is designed to offer a powerful combination of capacity, speed, security, reach, flexibility, resiliency and affordability, with low latency that is on par with terrestrial networks. We have strong government participation, including an anchor contract with the GoC for $600 million over 10 years.
The combination of our North American broadcast, enterprise and government services businesses, and our international business offers diversity in terms of both the customers, end markets and regions served as well as the services provided.
We operate satellites for third parties and provide technical consulting services. The combination of our North American broadcast, enterprise and government services businesses, and our international business offers diversity in terms of both the customers, end markets and regions served as well as the services provided.
Third party site Aflenz, Austria Third party site Perth, Australia Third party site Jakarta, Indonesia Third party site In addition to these facilities, we lease facilities for administrative and sales offices in various locations throughout Canada and the U.S. as well as in Brazil, England and Singapore. GEO Business Model The majority of our revenue comes from service agreements.
Third party site Aflenz, Austria Third party site Perth, Australia Third party site Jakarta, Indonesia Third party site In addition to these facilities, we lease facilities for administrative and sales offices in various locations throughout Canada and the U.S. as well as in Brazil, England and Singapore.
Rights to Other Satellites In addition, we have rights to satellite capacity on other satellites, including the entire Ka -band Canadian payload, consisting of nine user beams, on ViaSat -1 . 56 Table of Contents Satellite Control Center and Earth Station Facilities Our primary Satellite Control Center (“SCC”) is located at our headquarters in Ottawa, Ontario.
Rights to Other Satellites In addition, we have rights to the entire Ka -band Canadian payload, consisting of nine user beams, on ViaSat -1 . GEO Satellite Control Center, Network Operations Center and Earth Station Facilities Our primary Satellite Control Center (“SCC”) is located at our headquarters in Ottawa, Ontario. The SCC is the hub for our satellite -related activities.
For Brazilian or foreign GEO satellites, the rights 70 Table of Contents are granted conditional on payment of applicable fees, are valid for up to 15 years for additional periods limited by the life of the satellite and provided that the obligations already assumed are fulfilled.
For Brazilian or foreign GEO satellites, the rights are granted conditional on payment of applicable fees, are valid for up to 15 years for additional periods limited by the life of the satellite and provided that the obligations already assumed are fulfilled. For NGSO, the term can be extended for additional 15 year periods regardless of the satellites’ lifetime.
A comprehensive and methodical approach has been adopted to obtain all required authorizations in synergy/collaboration with partners prior to entry into service. Telesat has already started acquiring landing rights and other approvals pertaining to a satellite operator. In particular, Telesat has already secured the equivalent of landing rights in the U.S., Canada, Brazil and Peru.
A comprehensive and methodical approach has been adopted to obtain all required authorizations in synergy/collaboration with partners prior to entry into service. 71 Table of Contents Telesat has already started acquiring landing rights and other approvals pertaining to a satellite operator.

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Biggest changeBalances of Telesat Partnership are inclusive of balances associated with Telesat Partnership LP, Telesat CanHold Corporation, Telesat Can ULC, Loral Space & Communications Inc. and Loral Skynet Corporation. 97 Table of Contents Condensed Consolidating Statements of Income (Loss) For the year ended December 31, 2024 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Revenue $ — $ — $ — $ 438,711 $ 304,889 $ 19,598 $ (192,154) $ 571,044 Operating expenses (1,106 ) (1,125 ) — (273,462 ) (49,364 ) (74,864 ) 192,154 (207,767 ) Depreciation — — — (13,225 ) (104,000 ) (1,821 ) (8,228 ) (127,274 ) Amortization — — — (242 ) (2,548 ) (330 ) (8,217 ) (11,337 ) Other operating gains (losses), net — — — (4,847 ) (238,609 ) — (21,475 ) (264,931 ) Operating income (loss) (1,106 ) (1,125 ) — 146,935 (89,632 ) (57,417 ) (37,920 ) (40,265 ) Income (loss) from equity investments 2,610 9,822 — (147,122 ) 1,609 — 133,081 — Interest expense (119 ) (433 ) — (233,108 ) (12,818 ) 370 2,351 (243,757 ) Gain on repurchase of debt — — — 202,493 — — — 202,493 Interest and other income (expense) (3,224 ) 184 — 269,878 6,198 14,841 (264,563 ) 23,314 Gain (loss) on changes in fair value of financial instruments — — — — — (12,761 ) — (12,761 ) Gain (loss) on foreign exchange 53 99 — (255,380 ) (524 ) 11,135 90 (244,527 ) Income (loss) before income taxes (1,786 ) 8,547 — (16,304 ) (95,167 ) (43,832 ) (166,961 ) (315,503 ) Tax (expense) recovery — (5,937 ) — 26,126 (3,181 ) (3,333 ) (638 ) 13,037 Net income (loss) $ (1,786 ) $ 2,610 $ — $ 9,822 $ (98,348 ) $ (47,165 ) $ (167,599 ) $ (302,466 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2024 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ (1,786 ) $ 2,610 $ — $ 9,822 $ (98,348 ) $ (47,165 ) $ (167,599) $ (302,466) Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments (665 ) 357 — 20,636 11,660 178,114 161,918 372,020 Other comprehensive income (loss) from equity investments 210,767 210,410 — 189,774 49,668 — (660,619 ) — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans — 4,277 — 18,411 (60 ) — — 22,628 Income tax on items that will not be reclassified to profit or loss — — — (4,857 ) 13 — — (4,844 ) Total other comprehensive income (loss) from equity investments 17,784 13,507 — (47 ) — — (31,244 ) — Total other comprehensive income (loss) 227,886 228,551 — 223,917 61,281 178,114 (529,945 ) 389,804 Total comprehensive income (loss) $ 226,100 $ 231,161 $ — $ 233,739 $ (37,067 ) $ 130,949 $ (697,544 ) $ 87,338 98 Table of Contents Condensed Consolidating Statements of Income (Loss) For the year ended December 31, 2023 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Revenue $ — $ — $ — $ 598,083 $ 372,844 $ 14,850 $ (281,616 ) $ 704,161 Operating expenses (509 ) (1,212 ) — (360,514 ) (72,632 ) (51,301 ) 281,616 (204,552 ) Depreciation — — — (36,190 ) (146,087 ) (1,396 ) 1,004 (182,669 ) Amortization — — — (781 ) (2,669 ) (324 ) (9,319 ) (13,093 ) Other operating gains (losses), net — — — (11,466 ) (534,146 ) (2,039 ) 812,650 264,999 Operating income (loss) (509 ) (1,212 ) — 189,132 (382,690 ) (40,210 ) 804,335 568,846 Income (loss) from equity investments 30,736 28,873 — (391,196 ) 634 — 330,953 — Interest expense (69 ) (5 ) — (259,223 ) (13,767 ) 4 2,710 (270,350 ) Gain on repurchase of debt — — — 230,080 — — — 230,080 Interest and other income (expense) 2 724 — 106,710 2,831 44,663 (88,398 ) 66,532 Gain (loss) on foreign exchange (620 ) (6 ) — 75,667 632 1,939 146 77,758 Income (loss) before income taxes 29,540 28,374 — (48,830 ) (392,360 ) 6,396 1,049,746 672,866 Tax (expense) recovery — 2,362 — 77,703 (576 ) (4,022 ) (165,063 ) (89,596 ) Net income (loss) $ 29,540 $ 30,736 $ — $ 28,873 $ (392,936 ) $ 2,374 $ 884,683 $ 583,270 Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2023 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ 29,540 $ 30,736 $ — $ 28,873 $ (392,936 ) $ 2,374 $ 884,683 $ 583,270 Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments 791 113 — (4,559 ) (10,306 ) (18,236 ) (18,788 ) (50,985 ) Other comprehensive income (loss) from equity investments (32,988 ) (33,101 ) — (28,542 ) (13,926 ) — 108,557 — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans — 1,246 — (6,119 ) (177 ) — — (5,050 ) Income tax on items that will not be reclassified to profit or loss — — — 1,628 37 — — 1,665 Total other comprehensive income (loss) from equity investments (3,385 ) (4,631 ) — (140 ) — — 8,156 — Total other comprehensive income (loss) (35,582 ) (36,373 ) — (37,732 ) (24,372 ) (18,236 ) 97,925 (54,370 ) Total comprehensive income (loss) $ (6,042 ) $ (5,637 ) $ — $ (8,859 ) $ (417,308 ) $ (15,862 ) $ 982,608 $ 528,900 99 Table of Contents Condensed Consolidating Statements of Income (Loss) For the year ended December 31, 2022 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Revenue $ — $ — $ — $ 649,933 $ 404,856 $ 38,313 $ (333,933 ) $ 759,169 Operating expenses (2,968 ) (925 ) — (423,873 ) (96,655 ) (68,501 ) 333,933 (258,989 ) Depreciation — — — (34,104 ) (142,661 ) (1,210 ) (10,780 ) (188,755 ) Amortization — — — (3,172 ) (2,559 ) (313 ) (8,935 ) (14,979 ) Other operating gains (losses), net — — — (43 ) 37 — 13 7 Operating income (loss) (2,968 ) (925 ) — 188,741 163,018 (31,711 ) (19,702 ) 296,453 Income (loss) from equity investments 14,409 19,117 — 130,849 3,411 — (167,786 ) — Interest expense — (1,149 ) — (206,447 ) (14,121 ) (23 ) (16 ) (221,756 ) Gain on repurchase of debt — — — 106,916 — — — 106,916 Interest and other income (expense) 13 (29 ) — 80,271 728 15,880 (73,387 ) 23,476 Gain (loss) on change in fair value of financial instruments — — — 4,314 — — — 4,314 Gain (loss) on foreign exchange 54 64 — (237,208 ) 247 (2,748 ) — (239,591 ) Income (loss) before income taxes 11,508 17,078 — 67,436 153,283 (18,602 ) (260,891 ) (30,188 ) Tax (expense) recovery — (2,669 ) — (48,319 ) 1,919 (2,340 ) — (51,409 ) Net income (loss) $ 11,508 $ 14,409 $ — $ 19,117 $ 155,202 $ (20,942 ) $ (260,891 ) $ (81,597 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2022 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ 11,508 $ 14,409 $ — $ 19,117 $ 155,202 $ (20,942 ) $ (260,891 ) $ (81,597 ) Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments (692 ) (1,011 ) — 12,191 25,603 138,086 (25,721 ) 148,456 Other comprehensive income (loss) from equity investments 174,869 175,880 — 163,689 41,501 — (555,939 ) — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans — 7,514 — 24,906 862 — — 33,282 Income tax on items that will not be reclassified to profit or loss — — — (6,587 ) (181 ) — — (6,768 ) Total other comprehensive income (loss) from equity investments 26,514 19,000 — 681 — — (46,195 ) — Total other comprehensive income (loss) 200,691 201,383 — 194,880 67,785 138,086 (627,855 ) 174,970 Total comprehensive income (loss) $ 212,199 $ 215,792 $ — $ 213,997 $ 222,987 $ 117,144 $ (888,746 ) $ 93,373 100 Table of Contents Condensed Consolidating Balance Sheets As at December 31, 2024 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Assets Cash and cash equivalents $ 895 $ 4,998 $ — $ 150,425 $ 59,066 $ 336,680 $ — $ 552,064 Trade and other receivables 1,128 — — 34,557 16,769 106,476 — 158,930 Other current financial assets — 4 — 228 333 6 (6) 565 Intercompany receivables 2,017 — — 237,804 12,885 284 (252,990 ) — Current income tax recoverable — 1,817 — 26,602 823 526 (515 ) 29,253 Prepaid expenses and other current assets — — — 4,735 6,716 273,836 (4,827 ) 280,460 Total current assets 4,040 6,819 — 454,351 96,592 717,808 (258,338) 1,021,272 Satellites, property and other equipment — — — 81,255 467,204 1,721,521 7,163 2,277,143 Deferred tax assets — — — — 12,837 — (9,778) 3,059 Other long-term financial assets — 8,464 — 48,301 4,537 81 (51,616) 9,767 Long-term income tax recoverable — — — 6,993 — — — 6,993 Other long-term assets — — — 99,987 — 416,520 — 516,507 Intangible assets — — — 362 363,320 188,774 (54,990) 497,466 Investment in affiliates 388,133 471,533 — 2,719,014 53,309 — (3,631,989) — Goodwill — — — 549,162 — — 2,063,810 2,612,972 Total assets $ 392,173 $ 486,816 $ — $ 3,959,425 $ 997,799 $ 3,044,704 $ (1,935,738 ) $ 6,945,179 Liabilities Trade and other payables $ 39 $ 5 $ — $ 21,409 $ 7,132 $ 129,691 $ — $ 158,276 Other current financial liabilities 4 — — 23,461 3,024 — (6 ) 26,483 Intercompany payables 312 367 — 10,259 236,319 5,733 (252,990 ) — Income taxes payable — 5,851 — — — 577 (515 ) 5,913 Other current liabilities — — — 38,734 31,234 766 (4,828 ) 65,906 Total current liabilities 355 6,223 — 93,863 277,709 136,767 (258,339 ) 256,578 Long-term indebtedness — — — 3,096,615 — — — 3,096,615 Deferred tax liabilities — — — 156,000 — 27,742 (8,198 ) 175,544 Other long-term financial liabilities 8,464 209 — 19 56,345 617,135 (51,616 ) 630,556 Other long-term liabilities — 3,217 — 123,382 160,800 1,782 — 289,181 Total liabilities 8,819 9,649 — 3,469,879 494,854 783,426 (318,153 ) 4,448,474 Total shareholders’ equity 383,354 477,167 — 489,546 502,945 2,261,278 (1,617,585 ) 2,496,705 Total liabilities and shareholders’ equity $ 392,173 $ 486,816 $ — $ 3,959,425 $ 997,799 $ 3,044,704 $ (1,935,738 ) $ 6,945,179 101 Table of Contents Condensed Consolidating Balance Sheets As at December 31, 2023 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Assets Cash and cash equivalents $ 708 $ 7,800 $ — $ 280,859 $ 140,561 $ 1,239,161 $ — $ 1,669,089 Trade and other receivables — — — 32,517 20,702 25,070 — 78,289 Other current financial assets — 64 — — 306 402 (141 ) 631 Intercompany receivables 381 1 — 233,258 74,307 714 (308,661 ) — Current income tax recoverable — 1,687 — 12,495 2,081 314 (67 ) 16,510 Prepaid expenses and other current assets 3,281 — — 7,606 10,977 38,958 (8,653 ) 52,169 Total current assets 4,370 9,552 — 566,735 248,934 1,304,619 (317,522 ) 1,816,688 Satellites, property and other equipment — — — 91,410 587,731 539,418 41,739 1,260,298 Deferred tax assets — — — — 11,895 — (8,941 ) 2,954 Other long-term financial assets — 8,322 — 2,080 4,553 — (8,322 ) 6,633 Long-term income tax recoverable — — — 7,497 — — — 7,497 Other long-term assets — — — 79,648 291 — — 79,939 Intangible assets — — — 604 557,269 174,119 (39,236 ) 692,756 Investment in affiliates 424,652 505,476 — 2,928,832 126,687 — (3,985,647 ) — Goodwill — — — 549,162 — — 1,897,441 2,446,603 Total assets $ 429,022 $ 523,350 $ — $ 4,225,968 $ 1,537,360 $ 2,018,156 $ (2,420,488 ) $ 6,313,368 Liabilities Trade and other payables $ 106 $ 43 $ — $ 22,735 $ 7,950 $ 12,792 $ — $ 43,626 Other current financial liabilities 64 — — 26,526 2,573 — (102 ) 29,061 Intercompany payables 186 282 — 74,494 223,566 10,133 (308,661 ) — Income taxes payable — — — — 142 1,795 (16 ) 1,921 Other current liabilities — — — 47,989 23,474 300 (8,644 ) 63,119 Total current liabilities 356 325 — 171,744 257,705 25,020 (317,423 ) 137,727 Long-term indebtedness — — — 3,197,019 — — — 3,197,019 Deferred tax liabilities — — — 216,527 — 25,541 (6,821 ) 235,247 Other long-term financial liabilities 8,322 192 — 79 14,646 — (8,301 ) 14,938 Other long-term liabilities — 9,147 — 135,125 185,182 — — 329,454 Total liabilities 8,678 9,664 — 3,720,494 457,533 50,561 (332,545 ) 3,914,385 Total shareholders’ equity 420,344 513,686 — 505,474 1,079,827 1,967,595 (2,087,943 ) 2,398,983 Total liabilities and shareholders’ equity $ 429,022 $ 523,350 $ — $ 4,225,968 $ 1,537,360 $ 2,018,156 $ (2,420,488 ) $ 6,313,368 102 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2024 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ (1,786 ) $ 2,610 $ — $ 9,822 $ (98,348 ) $ (47,165 ) $ (167,599 ) $ (302,466 ) Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — — — 13,225 104,000 1,821 8,228 127,274 Amortization — — — 242 2,548 330 8,217 11,337 Tax expense (recovery) — 5,937 — (26,126 ) 3,181 3,333 638 (13,037 ) Interest expense 119 433 — 233,108 12,818 (370 ) (2,351 ) 243,757 Interest income (56 ) (184 ) — (7,005 ) (6,414 ) (54,688 ) 2,351 (65,996 ) (Gain) loss on foreign exchange (53 ) (99 ) — 255,380 524 (11,135 ) (90) 244,527 (Gain) loss on changes in fair value of financial instruments — — — — — 12,761 — 12,761 Share-based compensation — — — 14,859 2,578 120 — 17,557 (Income) loss from equity investments (2,610 ) (9,822 ) — 147,122 (1,609 ) — (133,081 ) — (Gain) loss on disposal of assets — — — 216 318 — — 534 Gain on disposal of a subsidiary — — 4,631 — — (7,251) (2,620) Gain on repurchase of debt — — — (202,493) — — — (202,493) Impairment — — — — 238,291 — 28,726 267,017 Deferred revenue amortization — — — (21,294) (36,750) — — (58,044 ) Pension expense — 712 — 4,936 — — — 5,648 Non-cash other income (expense) 3,281 — — 425 — 30,196 — 33,902 Other — — — 951 6,529 31 — 7,511 Income taxes paid, net of income taxes received — (227 ) — (52,005 ) (2,585 ) (5,693 ) — (60,510 ) Interest paid, net of interest received (63 ) 177 — (223,857 ) 5,040 57,108 — (161,595 ) Government grant received — — — — 2,520 — 2,520 Operating assets and liabilities 1,625 (2,777 ) — (116,920 ) 100,272 (27,056 ) (264 ) (45,120 ) Net cash from (used in) operating activities 457 (3,240) — 35,217 330,393 (37,887) (262,476) 62,464 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — — — — — (1,045,671 ) — (1,045,671 ) Cash payments related to property and other equipment — — — (3,446 ) (388 ) (61,765 ) 795 (64,804 ) Purchase of intangible assets — — — — (52 ) (4,995 ) 4,995 (52 ) Net proceeds from disposal of subsidiaries — — 3,613 — — — 3,613 Proceeds from disposal of assets — — 5,790 — — (5,790 ) — Government grant received — — — — 15,359 — 15,359 Return of capital to shareholder — — — 151,274 — — (151,274 ) — Investment in affiliates — — — (163,224 ) — — 163,224 — Net cash (used in) generated from investing activities — — — (5,993) (440) (1,097,072) 11,950 (1,091,555) Cash flows (used in) generated from financing activities Repurchase of indebtedness — — — (155,903 ) — — — (155,903 ) Payment of principal on lease liabilities — — — (1,492 ) (563 ) (367) — (2,422 ) Satellite performance incentive payments — — — (2,321 ) (2,251 ) — — (4,572 ) Return of capital to shareholder — — — — (151,274 ) — 151,274 — Proceeds from exercise of stock options — — — 426 — — — 426 Tax withholdings on settlement of restricted share units (346 ) — — (6,918) (378) (90) — (7,732) Proceeds from issuance of share capital — — — — — 163,224 (163,224) — Dividends paid — — — — (262,476 ) — 262,476 — Net cash (used in) generated from financing activities (346 ) — — (166,208 ) (416,942 ) 162,767 250,526 (170,203 ) Effect of changes in exchange rates on cash and cash equivalents 76 438 — 6,550 5,494 69,711 — 82,269 Changes in cash and cash equivalents 187 (2,802) — (130,434) (81,495) (902,481) — (1,117,025) Cash and cash equivalents, beginning of year 708 7,800 — 280,859 140,561 1,239,161 — 1,669,089 Cash and cash equivalents, end of year $ 895 $ 4,998 $ — $ 150,425 $ 59,066 $ 336,680 $ — $ 552,064 103 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2023 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ 29,540 $ 30,736 $ — $ 28,873 $ (392,936 ) $ 2,374 $ 884,683 $ 583,270 Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — — — 36,190 146,087 1,396 (1,004 ) 182,669 Amortization — — — 781 2,669 324 9,319 13,093 Tax expense (recovery) — (2,362 ) — (77,703 ) 576 4,022 165,063 89,596 Interest expense 69 5 — 259,223 13,767 (4 ) (2,710 ) 270,350 Interest income (2 ) (110 ) — (17,043 ) (4,726 ) (44,667 ) 2,710 (63,838 ) (Gain) loss on foreign exchange 620 6 — (75,667 ) (632 ) (1,939 ) (146 ) (77,758 ) Share-based compensation (692 ) — — 32,473 3,774 (2,540 ) — 33,015 (Income) loss from equity investments (30,736 ) (28,873 ) — 391,196 (634 ) — (330,953 ) — (Gain) loss on disposal of assets — — — 11,466 (36 ) 2,039 (13,528 ) (59 ) Gain on repurchase of debt — — — (230,080 ) — — — (230,080 ) Impairment — — — — 534,182 — (454,442 ) 79,740 Deferred revenue amortization — — — (28,284 ) (30,080 ) (973 ) — (59,337 ) Pension expense — 684 — 4,990 — — — 5,674 Other — — — 1,299 1,659 — — 2,958 C-band clearing income — — — — — — (344,892 ) (344,892 ) Income taxes paid, net of income taxes received — (186 ) — (58,227 ) (5,748 ) (2,680 ) — (66,841 ) Interest paid, net of interest received (62 ) 110 — (255,642 ) 3,110 43,223 — (209,261 ) Government grant received — — — — — 972 — 972 Operating assets and liabilities 1,958 (8,710 ) — (8,344 ) (1,800 ) (17,328 ) (4,988 ) (39,212 ) Net cash from (used in) operating activities 695 (8,700 ) — 15,501 269,232 (15,781 ) (90,888 ) 170,059 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — — — (8,934 ) — (74,385 ) — (83,319 ) Cash payments related to property and other equipment — — — (12,297 ) (635 ) (29,988 ) — (42,920 ) Purchase of intangible assets — — — (13,211 ) (56 ) — — (13,267 ) Return of capital to shareholder — 11,807 — 172,074 — — (183,881 ) — Investment in affiliates — — — — (750 ) — 750 — Government grant received — — — — — 117 — 117 C-band clearing proceeds — — — — — 351,438 — 351,438 Net cash (used in) generated from investing activities — 11,807 — 137,632 (1,441 ) 247,182 (183,131 ) 212,049 Cash flows (used in) generated from financing activities Repurchase of indebtedness — — — (344,014 ) — — — (344,014 ) Payment of principal on lease liabilities — — — (1,277 ) (492 ) (402 ) — (2,171 ) Satellite performance incentive payments — — — (4,437 ) (1,948 ) — — (6,385 ) Return of capital to shareholder — — — (11,807 ) (172,074 ) — 183,881 — Proceeds from exercise of stock options — — — 27 — — — 27 Tax withholdings on settlement of restricted share units — — — (2,883 ) (247 ) (68 ) — (3,198 ) Proceeds from issuance of share capital — — — — — 750 (750 ) — Dividends paid — — — (10 ) (85,545 ) (5,333 ) 90,888 — Net cash (used in) generated from financing activities — — — (364,401 ) (260,306 ) (5,053 ) 274,019 (355,741 ) Effect of changes in exchange rates on cash and cash equivalents (5 ) (49 ) — (3,979 ) (3,637 ) (27,400 ) — (35,070 ) Changes in cash and cash equivalents 690 3,058 — (215,247 ) 3,848 198,948 — (8,703 ) Cash and cash equivalents, beginning of year 18 4,742 — 496,106 136,713 1,040,213 — 1,677,792 Cash and cash equivalents, end of year $ 708 $ 7,800 $ — $ 280,859 $ 140,561 $ 1,239,161 $ — $ 1,669,089 104 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2022 Telesat Corporation Telesat Partnership Telesat LLC Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ 11,508 $ 14,409 $ — $ 19,117 $ 155,202 $ (20,942 ) $ (260,891 ) $ (81,597 ) Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — — — 34,104 142,661 1,210 10,780 188,755 Amortization — — — 3,172 2,559 313 8,935 14,979 Tax expense (recovery) — 2,669 — 48,319 (1,919 ) 2,340 — 51,409 Interest expense — 1,149 — 206,447 14,121 23 16 221,756 Interest income (13 ) (16 ) — (6,361 ) (1,293 ) (15,881 ) — (23,564 ) (Gain) loss on foreign exchange (54 ) (64 ) — 237,208 (247 ) 2,748 — 239,591 (Gain) loss on changes in fair value of financial instruments — — — (4,314 ) — — — (4,314 ) Share-based compensation 692 — — 61,629 3,750 1,357 — 67,428 (Income) loss from equity investments (14,409 ) (19,117 ) — (130,849 ) (3,411 ) — 167,786 — (Gain) loss on disposal of assets — — — 43 (37 ) — (13 ) (7 ) Gain on repurchase of debt — — — (106,916 ) — — — (106,916 ) Deferred revenue amortization — — — (32,233 ) (27,503 ) (17,339 ) — (77,075 ) Pension expense — 540 — 7,047 — — — 7,587 Other — — — (2,454 ) 1,270 — — (1,184 ) Income taxes paid, net of income taxes received — (39 ) — (91,993 ) (3,449 ) (2,662 ) — (98,143 ) Interest paid, net of interest received 13 16 — (177,578 ) (358 ) 14,794 — (163,113 ) Government grant received — — — — — 10,703 — 10,703 Operating assets and liabilities 2,277 1,625 — (41,352 ) 12,929 17,653 124 (6,744 ) Net cash from (used in) operating activities 14 1,172 — 23,036 294,275 (5,683 ) (73,263 ) 239,551 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — — — — — (31,805 ) — (31,805 ) Cash payments related to property and other equipment — — — (3,931 ) (522 ) (28,248 ) — (32,701 ) Purchase of intangible assets — — — — (71 ) — — (71 ) Return of capital to shareholder — 23,290 — 191,248 — — (214,538 ) — Government grant received — — — — — 11,621 — 11,621 C-band clearing proceeds — — — — — 64,651 — 64,651 Net cash (used in) generated from investing activities — 23,290 — 187,317 (593 ) 16,219 (214,538 ) 11,695 Cash flows (used in) generated from financing activities Repurchase of indebtedness — — — (97,234 ) — — — (97,234 ) Payment of principal on lease liabilities — — — (1,193 ) (944 ) (361 ) — (2,498 ) Satellite performance incentive payments — — — (4,896 ) (1,771 ) — — (6,667 ) Final Transaction adjustment payment — (20,790 ) — — — — — (20,790 ) Return of capital to shareholder — — — (23,290 ) (191,248 ) — 214,538 — Dividends paid — — — — (73,263 ) — 73,263 — Net cash (used in) generated from financing activities — (20,790 ) — (126,613 ) (267,226 ) (361 ) 287,801 (127,189 ) Effect of changes in exchange rates on cash and cash equivalents — 166 — 43,588 8,922 51,466 — 104,142 Changes in cash and cash equivalents 14 3,838 — 127,328 35,378 61,641 — 228,199 Cash and cash equivalents, beginning of year 4 904 — 368,778 101,335 978,572 — 1,449,593 Cash and cash equivalents, end of year $ 18 $ 4,742 $ — $ 496,106 $ 136,713 $ 1,040,213 $ — $ 1,677,792 105 Table of Contents CURRENT SHARE INFORMATION The number of shares and stated value of the outstanding Class A common shares and Class B variable voting shares (“Telesat Public shares”), and Class C fully voting shares and Class C limited voting shares (together, the “Class C shares”) as at December 31, 2024, were as follows: (in thousands of $, except number of shares) Number of shares Stated value Telesat Public Shares 14,080,010 $ 52,742 Class C Shares 112,841 6,340 14,192,851 $ 59,082 The breakdown of the number of Telesat Public Shares, as at December 31, 2024, was as follows: Telesat Public shares Class A Common shares 2,442,921 Class B Variable voting shares 11,637,089 Total Telesat Public shares 14,080,010 The split between the Class A Common shares and Class B Variable Voting shares in the table above is based on information available to us as at December 31, 2024.
Biggest changeCondensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2025 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ (557,281 ) $ (1,701,629 ) $ (100,561 ) $ (4,772,038 ) $ 6,601,292 $ (530,217 ) Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments (76 ) (41,405 ) (5,670 ) (99,745 ) (64,425 ) (211,321 ) Other comprehensive income (loss) from equity investments (146,820 ) (37,285 ) (41,945 ) — 226,050 — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans 3,395 11,252 77 — — 14,724 Income tax on items that will not be reclassified to profit or loss — (2,969 ) — — — (2,969 ) Total other comprehensive income (loss) from equity investments 8,360 77 — — (8,437 ) — Total other comprehensive income (loss) (135,141 ) (70,330 ) (47,538 ) (99,745 ) 153,188 (199,566 ) Total comprehensive income (loss) $ (692,422 ) $ (1,771,959 ) $ (148,099 ) $ (4,871,783 ) $ 6,754,480 $ (729,783 ) 98 Table of Contents Condensed Consolidating Statements of Income (Loss) For the year ended December 31, 2024 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Revenue $ — $ 438,711 $ 304,889 $ 19,598 $ (192,154 ) $ 571,044 Operating expenses (2,231 ) (273,462 ) (49,364 ) (74,864 ) 192,154 (207,767 ) Depreciation — (13,225 ) (104,000 ) (1,821 ) (8,228 ) (127,274 ) Amortization — (242 ) (2,548 ) (330 ) (8,217 ) (11,337 ) Other operating gains (losses), net — (4,847 ) (238,609 ) — (21,475 ) (264,931 ) Operating income (loss) (2,231 ) 146,935 (89,632 ) (57,417 ) (37,920 ) (40,265 ) Income (loss) from equity investments 9,822 (147,122 ) 1,609 — 135,691 — Interest expense (552 ) (233,108 ) (12,818 ) 370 2,351 (243,757 ) Gain on repurchase of debt — 202,493 — — — 202,493 Interest and other income (expense) (3,040 ) 269,878 6,198 14,841 (264,563 ) 23,314 Gain (loss) on changes in fair value of financial instruments — — — (12,761 ) — (12,761 ) Gain (loss) on foreign exchange 152 (255,380 ) (524 ) 11,135 90 (244,527 ) Income (loss) before income taxes 4,151 (16,304 ) (95,167 ) (43,832 ) (164,351 ) (315,503 ) Tax (expense) recovery (5,937 ) 26,126 (3,181 ) (3,333 ) (638 ) 13,037 Net income (loss) $ (1,786 ) $ 9,822 $ (98,348 ) $ (47,165 ) $ (164,989 ) $ (302,466 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2024 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ (1,786 ) $ 9,822 $ (98,348 ) $ (47,165 ) $ (164,989 ) $ (302,466 ) Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments (308 ) 20,636 11,660 178,114 161,918 372,020 Other comprehensive income (loss) from equity investments 210,410 189,774 49,668 — (449,852 ) — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans 4,277 18,411 (60 ) — — 22,628 Income tax on items that will not be reclassified to profit or loss — (4,857 ) 13 — — (4,844 ) Total other comprehensive income (loss) from equity investments 13,507 (47 ) — — (13,460 ) — Total other comprehensive income (loss) 227,886 223,917 61,281 178,114 (301,394 ) 389,804 Total comprehensive income (loss) $ 226,100 $ 233,739 $ (37,067 ) $ 130,949 $ (466,383 ) $ 87,338 99 Table of Contents Condensed Consolidating Statements of Income (Loss) For the year ended December 31, 2023 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Revenue $ — $ 598,083 $ 372,844 $ 14,850 $ (281,616 ) $ 704,161 Operating expenses (1,721 ) (360,514 ) (72,632 ) (51,301 ) 281,616 (204,552 ) Depreciation — (36,190 ) (146,087 ) (1,396 ) 1,004 (182,669 ) Amortization — (781 ) (2,669 ) (324 ) (9,319 ) (13,093 ) Other operating gains (losses), net — (11,466 ) (534,146 ) (2,039 ) 812,650 264,999 Operating income (loss) (1,721 ) 189,132 (382,690 ) (40,210 ) 804,335 568,846 Income (loss) from equity investments 28,873 (391,196 ) 634 — 361,689 — Interest expense (74 ) (259,223 ) (13,767 ) 4 2,710 (270,350 ) Gain on repurchase of debt — 230,080 — — — 230,080 Interest and other income (expense) 726 106,710 2,831 44,663 (88,398 ) 66,532 Gain (loss) on foreign exchange (626 ) 75,667 632 1,939 146 77,758 Income (loss) before income taxes 27,178 (48,830 ) (392,360 ) 6,396 1,080,482 672,866 Tax (expense) recovery 2,362 77,703 (576 ) (4,022 ) (165,063 ) (89,596 ) Net income (loss) $ 29,540 $ 28,873 $ (392,936 ) $ 2,374 $ 915,419 $ 583,270 Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2023 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Net income (loss) $ 29,540 $ 28,873 $ (392,936 ) $ 2,374 $ 915,419 $ 583,270 Other comprehensive income (loss) Items that may be reclassified into profit or loss Foreign currency translation adjustments 904 (4,559 ) (10,306 ) (18,236 ) (18,788 ) (50,985 ) Other comprehensive income (loss) from equity investments (33,101 ) (28,542 ) (13,926 ) — 75,569 — Items that will not be reclassified into profit or loss Actuarial gain (loss) on defined benefit plans 1,246 (6,119 ) (177 ) — — (5,050 ) Income tax on items that will not be reclassified to profit or loss — 1,628 37 — — 1,665 Total other comprehensive income (loss) from equity investments (4,631 ) (140 ) — — 4,771 — Total other comprehensive income (loss) (35,582 ) (37,732 ) (24,372 ) (18,236 ) 61,552 (54,370 ) Total comprehensive income (loss) $ (6,042 ) $ (8,859 ) $ (417,308 ) $ (15,862 ) $ 976,971 $ 528,900 100 Table of Contents Condensed Consolidating Balance Sheets As at December 31, 2025 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Assets Cash and cash equivalents $ 11,756 $ 166,211 $ 38,948 $ 292,883 $ — $ 509,798 Trade and other receivables 1,136 28,383 7,282 21,621 — 58,422 Other current financial assets — 2,274 187 35 (2,066 ) 430 Intercompany receivables 11,240 228,848 71,194 188 (311,470 ) — Current income tax recoverable 5,114 — 1,622 128 (912 ) 5,952 Prepaid expenses and other current assets 3,034 5,801 1,776 246,799 46 257,456 Total current assets 32,280 431,517 121,009 561,654 (314,402 ) 832,058 Satellites, property and other equipment — 70,373 314,349 2,330,533 1,453 2,716,708 Deferred tax assets — — 13,561 — (9,330 ) 4,231 Other long-term financial assets — 39,120 3,950 87 (24,874 ) 18,283 Long-term income tax recoverable — 6,993 — — — 6,993 Other long-term assets 26,356 110,122 — 232,937 (758 ) 368,657 Intangible assets — 1,342 316,315 151,844 (27,223 ) 442,278 Investment in affiliates (287,590 ) 1,037,827 (71,057 ) — (697,180 ) — Goodwill — 218,381 — — 1,996,194 2,214,575 Total assets $ (228,954 ) $ 1,915,675 $ 698,127 $ 3,277,055 $ 941,880 $ 6,603,783 Liabilities Trade and other payables $ 275 $ 18,868 $ 6,193 $ 32,111 $ — $ 57,447 Other current financial liabilities — 21,564 5,707 832,432 (2,066 ) 857,637 Intercompany payables 2,535 73,895 231,413 3,626 (311,469 ) — Income taxes payable — 3,757 — 589 (1,574 ) 2,772 Other current liabilities 118 35,202 16,589 6,476 46 58,431 Current indebtedness — 2,341,145 — — — 2,341,145 Total current liabilities 2,928 2,494,431 259,902 875,234 (315,063 ) 3,317,432 Long-term indebtedness — 603,213 — 549,249 — 1,152,462 Deferred tax liabilities — 72,446 — 26,467 (6,922 ) 91,991 Other long-term financial liabilities 199 16 34,751 — (24,875 ) 10,091 Other long-term liabilities — 116,526 136,845 9,598 (758 ) 262,211 Total liabilities 3,127 3,286,632 431,498 1,460,548 (347,618 ) 4,834,187 Total shareholders’ equity (232,081 ) (1,370,957 ) 266,629 1,816,507 (1) 1,289,498 1,769,596 Total liabilities and shareholders’ equity $ (228,954 ) $ 1,915,675 $ 698,127 $ 3,277,055 $ 941,880 $ 6,603,783 ____________ (1) Includes $928.0 million in Non -Guarantor subsidiaries not related to LEO. 101 Table of Contents Condensed Consolidating Balance Sheets As at December 31, 2024 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Assets Cash and cash equivalents $ 5,893 $ 150,425 $ 59,066 $ 336,680 $ — $ 552,064 Trade and other receivables 1,128 34,557 16,769 106,476 — 158,930 Other current financial assets — 226 333 6 — 565 Intercompany receivables 2,017 237,804 12,885 284 (252,990 ) — Current income tax recoverable 1,817 26,602 823 526 (515 ) 29,253 Prepaid expenses and other current assets — 4,735 6,716 273,836 (4,827 ) 280,460 Total current assets 10,855 454,349 96,592 717,808 (258,332 ) 1,021,272 Satellites, property and other equipment — 81,255 467,204 1,721,521 7,163 2,277,143 Deferred tax assets — — 12,837 — (9,778 ) 3,059 Other long-term financial assets — 48,301 4,537 81 (43,152 ) 9,767 Long-term income tax recoverable — 6,993 — — — 6,993 Other long-term assets — 99,987 — 416,520 — 516,507 Intangible assets — 362 363,320 188,774 (54,990 ) 497,466 Investment in affiliates 471,533 2,719,014 178,010 — (3,368,557 ) — Goodwill — 549,162 — — 2,063,810 2,612,972 Total assets $ 482,388 $ 3,959,423 $ 1,122,500 $ 3,044,704 $ (1,663,836 ) $ 6,945,179 Liabilities Trade and other payables $ 44 $ 21,409 $ 7,132 $ 129,691 $ — $ 158,276 Other current financial liabilities — 23,459 3,024 — — 26,483 Intercompany payables 679 10,259 236,319 5,733 (252,990 ) — Income taxes payable 5,851 — — 577 (515 ) 5,913 Other current liabilities — 38,734 31,234 766 (4,828 ) 65,906 Total current liabilities 6,574 93,861 277,709 136,767 (258,333 ) 256,578 Long-term indebtedness — 3,096,615 — — — 3,096,615 Deferred tax liabilities — 156,000 — 27,742 (8,198 ) 175,544 Other long-term financial liabilities 209 19 56,345 617,135 (43,152 ) 630,556 Other long-term liabilities 3,217 123,382 160,800 1,782 — 289,181 Total liabilities 10,000 3,469,877 494,854 783,426 (309,683 ) 4,448,474 Total shareholders’ equity 472,388 489,546 627,646 2,261,278 (1,354,153 ) 2,496,705 Total liabilities and shareholders’ equity $ 482,388 $ 3,959,423 $ 1,122,500 $ 3,044,704 $ (1,663,836 ) $ 6,945,179 102 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2025 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ (557,281 ) $ (1,701,629 ) $ (100,561 ) $ (4,772,038 ) $ 6,601,292 $ (530,217 ) Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — 13,639 81.688 3,871 5,516 104,714 Amortization 261 40,194 336 3,388 44,179 Tax expense (recovery) (1,338 ) (66,915 ) 596 206 73 (67,378 ) Interest expense 172 204,818 16,903 730 (4,954 ) 217,669 Interest income (398 ) (11,534 ) (3,044 ) (13,882 ) 5,061 (23,797 ) (Gain) loss on foreign exchange 203 (139,080 ) (271 ) 41,885 (8,946 ) (106,209 ) (Gain) loss on changes in fair value of financial instruments — — — 215,338 — 215,338 Share-based compensation 447 2,422 1,204 72 4,145 (Income) loss from equity investments 5,388,635 2,258,789 (1,017,643 ) — (6,629,781 ) — (Gain) loss on disposal of assets (4,834,103 ) (698,479 ) 1,099,593 4,455,056 (1) (25,894 ) (3,827 ) Gain on disposal of a subsidiary — — (230 ) — — (230 ) Gain on repurchase of debt — (6,896 ) — — — (6,896 ) Impairment — 302,248 62,976 — — 365,224 Deferred revenue amortization — (17,620 ) (38,601 ) — — (56,221 ) Pension expense 540 3,015 — 1,897 — 5,452 Other — 1,900 6,112 — — 8,012 Income taxes paid, net of income taxes received (7,649 ) 18,678 (2,380 ) (429 ) — 8,220 Interest paid, net of interest received 282 (194,745 ) (3,739 ) 13,415 — (184,787 ) Operating assets and liabilities (19,198 ) 66,526 (63,320 ) 97,827 (8,522 ) 73,313 Net cash from (used in) operating activities (29,688 ) 35,398 79,477 44,284 (62,767 ) 66,704 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — — — (624,597 ) — (624,597 ) Cash payments related to property and other equipment — (3,028 ) (90 ) (137,408 ) — (140,526 ) Net proceeds from disposal of subsidiaries — — 235 — — 235 Proceeds from disposal of assets — 4,519 — — — 4,519 Return of capital to shareholder 35,501 40,566 — — (76,067 ) — Investments and other — — (858 ) — (858 ) Investment in affiliates — (11 ) — — 11 — Net cash (used in) generated from investing activities 35,501 42,046 145 (762,863) (76,056 ) (761,227 ) Cash flows (used in) generated from financing activities Proceeds from indebtedness — — 689,789 — 689,789 Repurchase of indebtedness — (4,501 ) — — — (4,501 ) Payment of principal on lease liabilities — (1,500 ) (582 ) (627 ) — (2,709 ) Satellite performance incentive payments — — (2,035 ) — — (2,035 ) Return of capital to shareholder — (35,501 ) (40,566 ) — 76,067 — Proceeds from exercise of stock options 550 — — — — 550 Tax withholdings on settlement of restricted share units (224 ) (7,614 ) (491 ) (405 ) — (8,734 ) Proceeds from issuance of share capital — — — 11 (11 ) — Dividends paid — (8,381 ) (54,386 ) — 62,767 — Net cash (used in) generated from financing activities 326 (57,497 ) (98,060 ) 688,768 138,823 672,360 Effect of changes in exchange rates on cash and cash equivalents (276 ) (4,161 ) (1,680 ) (13,986 ) — (20,103 ) Changes in cash and cash equivalents 5,863 15,786 (20,118 ) (43,797 ) — (42,266 ) Cash and cash equivalents, beginning of year 5,893 150,425 59,066 336,680 — 552,064 Cash and cash equivalents, end of year $ 11,756 $ 166,211 $ 38,948 $ 292,883 $ — $ 509,798 ____________ (1) Includes $2,035.6 million in Non -Guarantor subsidiaries not related to LEO. 103 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2024 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ (1,786 ) $ 9,822 $ (98,348 ) $ (47,165 ) $ (164,989 ) $ (302,466 ) Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — 13,225 104,000 1,821 8,228 127,274 Amortization — 242 2,548 330 8,217 11,337 Tax expense (recovery) 5,937 (26,126 ) 3,181 3,333 638 (13,037 ) Interest expense 552 233,108 12,818 (370 ) (2,351 ) 243,757 Interest income (240 ) (7,005 ) (6,414 ) (54,688 ) 2,351 (65,996 ) (Gain) loss on foreign exchange (152 ) 255,380 524 (11,135 ) (90 ) 244,527 (Gain) loss on changes in fair value of financial instruments — — — 12,761 — 12,761 Share-based compensation — 14,859 2,578 120 — 17,557 (Income) loss from equity investments (9,822 ) 147,122 (1,609 ) — (135,691 ) — (Gain) loss on disposal of assets — 216 318 — — 534 Gain on disposal of a subsidiary 4,631 — — (7,251 ) (2,620 ) Gain on repurchase of debt — (202,493 ) — — — (202,493 ) Impairment — — 238,291 — 28,726 267,017 Deferred revenue amortization — (21,294 ) (36,750 ) — — (58,044 ) Pension expense 712 4,936 — — — 5,648 Non-cash other income (expense) 3,281 425 — 30,196 — 33,902 Other — 951 6,529 31 — 7,511 Income taxes paid, net of income taxes received (227 ) (52,005 ) (2,585 ) (5,693 ) — (60,510 ) Interest paid, net of interest received 114 (223,857 ) 5,040 57,108 — (161,595 ) Government grant received — — — 2,520 — 2,520 Operating assets and liabilities (1,152 ) (116,920 ) 100,272 (27,056 ) (264 ) (45,120 ) Net cash from (used in) operating activities (2,783 ) 35,217 330,393 (37,887 ) (262,476 ) 62,464 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — — — (1,045,671 ) — (1,045,671 ) Cash payments related to property and other equipment — (3,446 ) (388 ) (61,765 ) 795 (64,804 ) Purchase of intangible assets — — (52 ) (4,995 ) 4,995 (52 ) Net proceeds from disposal of subsidiaries — 3,613 — — — 3,613 Proceeds from disposal of assets — 5,790 — — (5,790 ) — Government grant received — — — 15,359 — 15,359 Return of capital to shareholder — 151,274 — — (151,274 ) — Investment in affiliates — (163,224 ) — — 163,224 — Net cash (used in) generated from investing activities — (5,993 ) (440 ) (1,097,072 ) 11,950 (1,091,555 ) Cash flows (used in) generated from financing activities Repurchase of indebtedness — (155,903 ) — — — (155,903 ) Payment of principal on lease liabilities — (1,492 ) (563 ) (367 ) — (2,422 ) Satellite performance incentive payments — (2,321 ) (2,251 ) — — (4,572 ) Return of capital to shareholder — — (151,274 ) — 151,274 — Proceeds from exercise of stock options — 426 — — — 426 Tax withholdings on settlement of restricted share units (346 ) (6,918 ) (378 ) (90 ) — (7,732 ) Proceeds from issuance of share capital — — — 163,224 (163,224 ) — Dividends paid — — (262,476 ) — 262,476 — Net cash (used in) generated from financing activities (346 ) (166,208 ) (416,942 ) 162,767 250,526 (170,203 ) Effect of changes in exchange rates on cash and cash equivalents 514 6,550 5,494 69,711 — 82,269 Changes in cash and cash equivalents (2,615 ) (130,434 ) (81,495 ) (902,481 ) — (1,117,025 ) Cash and cash equivalents, beginning of year 8,508 280,859 140,561 1,239,161 — 1,669,089 Cash and cash equivalents, end of year $ 5,893 $ 150,425 $ 59,066 $ 336,680 $ — $ 552,064 104 Table of Contents Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2023 Telesat Corporation Telesat Canada Guarantor subsidiaries Non- guarantor subsidiaries Adjustments Consolidated Cash flows from (used in) operating activities Net income (loss) $ 29,540 $ 28,873 $ (392,936 ) $ 2,374 $ 915,419 $ 583,270 Adjustment to reconcile net income (loss) to cash flows from operating activities Depreciation — 36,190 146,087 1,396 (1,004 ) 182,669 Amortization — 781 2,669 324 9,319 13,093 Tax expense (recovery) (2,362 ) (77,703 ) 576 4,022 165,063 89,596 Interest expense 74 259,223 13,767 (4 ) (2,710 ) 270,350 Interest income (112 ) (17,043 ) (4,726 ) (44,667 ) 2,710 (63,838 ) (Gain) loss on foreign exchange 626 (75,667 ) (632 ) (1,939 ) (146 ) (77,758 ) Share-based compensation (692 ) 32,473 3,774 (2,540 ) — 33,015 (Income) loss from equity investments (28,873 ) 391,196 (634 ) — (361,689 ) — (Gain) loss on disposal of assets — 11,466 (36 ) 2,039 (13,528 ) (59 ) Gain on repurchase of debt — (230,080 ) — — — (230,080 ) Impairment — — 534,182 — (454,442 ) 79,740 Deferred revenue amortization — (28,284 ) (30,080 ) (973 ) — (59,337 ) Pension expense 684 4,990 — — — 5,674 Other — 1,299 1,659 — — 2,958 C-band clearing income — — — — (344,892 ) (344,892 ) Income taxes paid, net of income taxes received (186 ) (58,227 ) (5,748 ) (2,680 ) — (66,841 ) Interest paid, net of interest received 48 (255,642 ) 3,110 43,223 — (209,261 ) Government grant received — — — 972 — 972 Operating assets and liabilities (6,752 ) (8,344 ) (1,800 ) (17,328 ) (4,988 ) (39,212 ) Net cash from (used in) operating activities (8,005 ) 15,501 269,232 (15,781 ) (90,888 ) 170,059 Cash flows (used in) generated from investing activities Cash payments related to satellite programs — (8,934 ) — (74,385 ) — (83,319 ) Cash payments related to property and other equipment — (12,297 ) (635 ) (29,988 ) — (42,920 ) Purchase of intangible assets — (13,211 ) (56 ) — — (13,267 ) Return of capital to shareholder 11,807 172,074 — — (183,881 ) — Investment in affiliates — — (750 ) — 750 — Government grant received — — — 117 — 117 C-band clearing proceeds — — — 351,438 — 351,438 Net cash (used in) generated from investing activities 11,807 137,632 (1,441 ) 247,182 (183,131 ) 212,049 Cash flows (used in) generated from financing activities Repurchase of indebtedness — (344,014 ) — — — (344,014 ) Payment of principal on lease liabilities — (1,277 ) (492 ) (402 ) — (2,171 ) Satellite performance incentive payments — (4,437 ) (1,948 ) — — (6,385 ) Return of capital to shareholder — (11,807 ) (172,074 ) — 183,881 — Proceeds from exercise of stock options — 27 — — — 27 Tax withholdings on settlement of restricted share units — (2,883 ) (247 ) (68 ) — (3,198 ) Proceeds from issuance of share capital — — — 750 (750 ) — Dividends paid — (10 ) (85,545 ) (5,333 ) 90,888 — Net cash (used in) generated from financing activities — (364,401 ) (260,306 ) (5,053 ) 274,019 (355,741 ) Effect of changes in exchange rates on cash and cash equivalents (54 ) (3,979 ) (3,637 ) (27,400 ) — (35,070 ) Changes in cash and cash equivalents 3,748 (215,247 ) 3,848 198,948 — (8,703 ) Cash and cash equivalents, beginning of year 4,760 496,106 136,713 1,040,213 — 1,677,792 Cash and cash equivalents, end of year $ 8,508 $ 280,859 $ 140,561 $ 1,239,161 $ — $ 1,669,089 105 Table of Contents CURRENT SHARE INFORMATION The number of shares and stated value of the outstanding Class A common shares and Class B variable voting shares (“Telesat Public shares”), and Class C fully voting shares and Class C limited voting shares (together, the “Class C shares”) as at December 31, 2025, were as follows: (in thousands of $, except number of shares) Number of shares Stated value Telesat Public Shares 14,730,782 $ 63,657 Class C Shares 112,841 6,340 14,843,623 $ 69,997 The breakdown of the number of Telesat Public Shares, as at December 31, 2025, was as follows: Telesat Public shares Class A Common shares 4,383,668 Class B Variable voting shares 10,347,114 Total Telesat Public shares 14,730,782 The split between the Class A Common shares and Class B Variable Voting shares in the table above is based on information available to us as at December 31, 2025.
Over the next twelve months, the payments will be made through the usage of cash and short -term investments, cash flows from operating activities or funds available under Telesat Lightspeed Financing.
Over the next twelve months, the payments will be made through the usage of cash and short -term investments, cash flows from operating activities or funds available under the Telesat Lightspeed Financing.
Consolidated EBITDA for Covenant Purposes is not a presentation made in accordance with IFRS Accounting Standards, is not a measure of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with IFRS Accounting Standards or (2) cash flows from operating activities determined in accordance with IFRS Accounting Standards.
Consolidated EBITDA for Covenant Purposes Consolidated EBITDA for Covenant Purposes is not a presentation made in accordance with IFRS Accounting Standards, is not a measure of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with IFRS Accounting Standards or (2) cash flows from operating activities determined in accordance with IFRS Accounting Standards.
Unless accelerated on the event of default as defined in the Telesat Lightspeed Financing, principal repayment of the loan is required on a semi -annual installment basis in 10 years commencing one year after initial project completion date subject to the mandatory repayment of the full amount by the 15 th anniversary of the initial draw on the loan.
Unless accelerated on an event of default as defined in the Telesat Lightspeed Financing, principal repayment of the loan is required on a semi -annual installment basis in 10 years commencing one year after initial project completion date subject to the mandatory repayment of the full amount by the 15 th anniversary of the initial draw on the loan.
These expenditures may be funded from some or all of the following: cash and short -term investments, cash flow from operating activities, cash flow from customer prepayments or funds available under Telesat Lightspeed Financing. (6) Other operating commitments consisted of third -party satellite capacity arrangements as well as other commitments that are not categorized as property leases or capital commitments.
These expenditures may be funded from some or all of the following: cash and short -term investments, cash flow from operating activities, cash flow from customer prepayments or funds available under Telesat Lightspeed Financing. (7) Other operating commitments consisted of third -party satellite capacity arrangements as well as other commitments that are not categorized as property leases or capital commitments.
You should read this MD&A together with Telesat Corporation’s audited consolidated financial statements and the related notes for the year ended December 31, 2024 . As used in this MD&A, unless the context states or requires otherwise, references to “Telesat,” “Company,” “we,” “our” and “us” refer to Telesat Corporation and its subsidiaries.
You should read this MD&A together with Telesat Corporation’s audited consolidated financial statements and the related notes for the year ended December 31, 2025 . As used in this MD&A, unless the context states or requires otherwise, references to “Telesat,” “Company,” “we,” “our” and “us” refer to Telesat Corporation and its subsidiaries.
Over the next twelve months, the payments will be made through the usage of cash and short -term investments, cash flows from operating activities, or funds available under Telesat Lightspeed Financing. (5) We have entered into contracts for the development of our Telesat Lightspeed constellation and other capital expenditures.
Over the next twelve months, the payments will be made through the usage of cash and short -term investments, cash flows from operating activities, or funds available under Telesat Lightspeed Financing. (6) We have entered into contracts for the development of our Telesat Lightspeed constellation and other capital expenditures.
CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements, and the amounts of revenue and expenses reported for the year.
CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of financial statements in accordance with IFRS ® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements, and the amounts of revenue and expenses reported for the year.
These changes would require all companies to use the same structure of the income statement, provide new defined subtotals, including operating profit. 2) Enhanced transparency of management -defined performance measures which would require companies to disclose explanations of those company specific measures that are related to the income statement. 3) More useful grouping of information in the financial statements which provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.
These changes would require all companies to use the same structure of the income statement, and provide new defined subtotals, including operating profit. 109 Table of Contents 2) Enhanced transparency of management -defined performance measures which would require companies to disclose explanations of those company specific measures that are related to the income statement. 3) More useful grouping of information in the financial statements which provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.
These embedded derivatives are related to the prepayment option on our Senior Unsecured Notes, the prepayment option on our Senior Secured Notes and the prepayment option on our 2026 Senior Secured Notes.
These embedded derivatives are related to the prepayment option on our 2027 Senior Unsecured Notes, the prepayment option on our 2027 Senior Secured Notes and the prepayment option on our 2026 Senior Secured Notes.
However, if certain of our existing satellites were to experience an in -orbit failure, or otherwise fail to operate as anticipated, our customers may be entitled to terminate their agreement and we may be obligated to return all or a portion of the customer prepayments made under service agreements for that satellite and reduce the associated contractual revenue from revenue backlog.
However, if certain of our existing satellites were to experience an in -orbit failure, or otherwise fail to operate as anticipated, our customers may be entitled to terminate their agreement, and we may be obligated to return all or a portion of the customer prepayments made under service agreements for that satellite and reduce the associated backlog.
In addition, Telesat or its representatives have made or may make forward -looking statements, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the U.S.
In addition, Telesat or its representatives have made or may make forward -looking statements, or provide forward -looking information, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the U.S.
In return for the grant, Telesat has made a number of commitments to the Government of Canada, including commitments to conduct over $200.0 million of research and development activities in Canada as well as to expand its Canadian workforce.
In return for the grant, Telesat has made a number of commitments to the GoC, including commitments to conduct over $200.0 million of research and development activities in Canada as well as to expand its Canadian workforce.
(7) Over the next twelve months, contributions to the defined benefit pension plans will be made through the usage of cash and short -term investments and cash flows from operating activities.
(8) Over the next twelve months, contributions to the defined benefit pension plans will be made through the usage of cash and short -term investments and cash flows from operating activities.
Judgment by management is required to determine the discount rate used in the significant financing component calculation. There were no new agreements entered into in 2024 which included a significant financing component.
Judgment by management is required to determine the discount rate used in the significant financing component calculation. There were no new agreements entered into in 2025 which included a significant financing component.
In addition, we have one Class A Special Voting Share, one Class B Special Voting Share, one Class C Special Voting Share and one Golden Share outstanding, each with a nominal stated value as at December 31, 2024 and 2023.
In addition, we have one Class A Special Voting Share, one Class B Special Voting Share, one Class C Special Voting Share and one Golden Share outstanding, each with a nominal stated value as at December 31, 2025 and 2024.
Certain contributions subsequent to 2025 are not quantifiable as they are largely dependent on the result of actuarial valuations that are performed periodically and on the investment performance of the pension fund assets. 91 Table of Contents MARKET RISK Credit Risk Related to Financial Instruments Financial instruments that potentially subject us to a concentration of credit risk consist of cash and short -term investments, accounts receivable, derivative assets and other assets.
Certain contributions subsequent to 2026 are not quantifiable as they are largely dependent on the result of actuarial valuations that are performed periodically and on the investment performance of the pension fund assets. 92 Table of Contents MARKET RISK Credit Risk Related to Financial Instruments Financial instruments that potentially subject us to a concentration of credit risk consist of cash and short -term investments, accounts receivable, derivative assets and other assets.
The terms and related calculations are defined in the Credit Agreement, a copy of which is publicly available at https://www.sec.gov.
The terms and related calculations are defined in the Credit Agreement, a copy of which is publicly available at https://www.sec.gov and at https://www.sedarplus.ca.
Lease liability Judgment by management is required in the determination of the likelihood that the lease renewal periods will be exercised as well as the determination of the incremental borrowing rate. There were no new material lease agreements in 2024. Uncertain income tax positions We operate in numerous jurisdictions and are subject to country -specific tax laws.
Lease liabilities Judgment by management is required in the determination of the likelihood that the lease renewal periods will be exercised as well as the determination of the incremental borrowing rate. There were no new material lease agreements in 2025. Uncertain income tax positions We operate in numerous jurisdictions and are subject to country -specific tax laws.
For more information, see Note 33 of our audited consolidated financial statements. 93 Table of Contents NON-IFRS ACCOUNTING STANDARDS MEASURES Adjusted EBITDA Adjusted EBITDA and Adjusted EBITDA margin are non -IFRS Accounting Standards measures. EBITDA is defined as “Earnings Before Interest, Taxes, Depreciation and Amortization.” Adjusted EBITDA is used by management to measure our financial performance.
For more information, see Note 34 of our audited consolidated financial statements. 94 Table of Contents NON-IFRS ACCOUNTING STANDARDS MEASURES Adjusted EBITDA Adjusted EBITDA and Adjusted EBITDA margin are non -IFRS Accounting Standards measures. EBITDA is defined as “Earnings Before Interest, Taxes, Depreciation and Amortization.” Adjusted EBITDA is used by management to measure our financial performance.
In addition, a portion of our revenue and expenses, as well as the majority of our capital expenditures, are denominated in U.S. dollars. As a result, the volatility of the U.S. currency exposes us to foreign exchange risks.
In addition, a portion of our revenue and expenses, as well as the majority of our capital expenditures are denominated in U.S. dollars. As a result, the volatility of the U.S. currency, and in certain cases Canadian currency, exposes us to foreign exchange risks.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS A. Operating results MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis (the “MD&A”) for Telesat Corporation is dated March 26, 2025 and provides information concerning our financial condition and results of operations for the year ended December 31, 2024.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS A. Operating results MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis (the “MD&A”) for Telesat Corporation is dated March 16, 2026 and provides information concerning our financial condition and results of operations for the year ended December 31, 2025.
The indenture governing the 2026 Senior Secured Notes includes covenants and terms that restrict our ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, investments or acquisitions, enter into certain transactions with affiliates, modify or cancel its satellite insurance, and effect mergers with another entity, in each case subject to exceptions provided in such indenture.
The indentures governing the Senior Notes include covenants and terms that restrict our ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, investments or acquisitions, enter into certain transactions with affiliates, modify or cancel its satellite insurance, and effect mergers with another entity, in each case subject to exceptions provided in such indentures.
The information contained in this MD&A takes into account information available up to March 26, 2025, unless otherwise noted. This MD&A makes reference to certain non -IFRS Accounting Standards measures, namely, Adjusted EBITDA, Adjusted EBITDA margin and Consolidated EBITDA.
The information contained in this MD&A takes into account information available up to March 16, 2026, unless otherwise noted. This MD&A makes reference to certain non -IFRS Accounting Standards measures, namely, Adjusted EBITDA, Adjusted EBITDA margin and Consolidated EBITDA.
The satellite services business is capital intensive, and the build -out of a satellite fleet requires substantial time and investment. Once the investment in a satellite is made, the incremental costs to maintain and operate the satellite are relatively low over the life of the satellite, with the exception of in -orbit insurance.
The satellite services business is capital intensive, and the build -out of a satellite fleet requires substantial time and investment. Once the investment in a satellite is made, the incremental costs to maintain and operate the satellite are relatively low over the life of the satellite.
The Telesat Lightspeed Financing Warrants are exercisable in whole or in part, at any time after the second anniversary of the date of their issuance and up to 10 years from the issuance date (subject to certain terms and conditions of the warrant agreement) based upon an equity valuation of US$3 billion for Telesat LEO Inc.
The Telesat Lightspeed Financing Warrants are exercisable in whole or in part, at any time after the second anniversary of the date of their original issuance (November 15, 2026) and up to 10 years from the issuance date (November 15, 2034) subject to certain terms and conditions of the warrant agreement based upon an equity valuation of US$3 billion for Telesat LEO.
Actual operating results and our related cash flows could differ from the estimates used for the impairment analysis. The discount rate utilized on the goodwill impairment assessment ranged from 10.0% to the midpoint between 15% and 20% in 2024 (2023 – 9.5% to the midpoint between 15% and 20%).
Actual operating results and our related cash flows could differ from the estimates used for the impairment analysis. The discount rate utilized on the goodwill impairment assessment ranged from 9.75% to the midpoint between 15% and 19% in 2025 (2024 – 10.0% to the midpoint between 15% and 20%).
As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the prepaid expenses and other current assets and long -term assets are transferred to the debt issue costs against the long -term indebtedness. The liability is subsequently amortized using the effective interest method. The carrying amount against the indebtedness as of December 31, 2024 was $Nil.
As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the prepaid expenses and other current assets and long -term assets are transferred to the debt issue costs against the long -term indebtedness. The liability is subsequently amortized using the effective interest method.
TLB Facility $ 1,899.5 $ 1,899.5 Guarantees In the normal course of business, we enter into agreements that provide for indemnification and guarantees to counterparties in transactions involving sales of assets, sales of services, purchases and development of assets, securitization agreements and operating leases.
Guarantees In the normal course of business, we enter into agreements that provide for indemnification and guarantees to counterparties in transactions involving sales of assets, sales of services, purchases and development of assets, securitization agreements and operating leases.
As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the current and long -term assets are transferred to the debt issue costs against the long -term indebtedness. These balances are amortized to the statement of income (loss) using the effective interest method. The carrying amount against the indebtedness as of December 31, 2024 was $Nil.
As the drawdowns are made against the Telesat Lightspeed Financing, the proportional amount of the current and long -term assets are transferred to the debt issue costs against the long -term indebtedness. These balances are amortized to the statement of income (loss) using the effective interest method.
We believe cash and short -term investments as at December 31, 2024 and cash flows from operating activities will be adequate to meet our expected cash requirements for at least the next twelve months for activities in the normal course of business, including required interest and principal payments on our indebtedness and our capital requirements for our GEO business.
We believe cash and short -term investments as at December 31, 2025 and cash flows from operating activities expected to be generated in 2026 will be adequate to meet our expected cash requirements for at least the next twelve months for activities in the normal course of business, including required interest on our indebtedness.
As at December 31, 2024, the fair value of the embedded derivatives related to the prepayment option on our Senior Unsecured Notes, Senior Secured Notes and 2026 Senior Secured Notes was $Nil. In addition, we also have embedded derivatives associated with the Telesat Lightspeed Financing with the Government of Canada and Government of Quebec.
As at December 31, 2025 and 2024, the fair value of the embedded derivatives related to the prepayment option on our 2027 Senior Unsecured Notes, 2027 Senior Secured Notes and 2026 Senior Secured Notes was $Nil. In addition, we have embedded derivatives associated with the Telesat Lightspeed Financing with the GoC and GoQ.
The costs that were incurred in connection with this program to date are summarized below: Years ended December 31, ($ millions) 2024 2023 2022 Satellites, property and other equipment $ 1,088.4 $ 106.9 $ 51.3 Intangible assets — 16.4 — Operating expenses 77.4 48.3 65.8 Total costs incurred $ 1,165.8 $ 171.6 $ 117.1 Total research and development costs for Telesat Lightspeed for the year ended December 31, 2024 increased by $994.4 million, when compared to the prior year.
The costs that were incurred in connection with this program to date are summarized below: Years ended December 31, ($ millions) 2025 2024 2023 Satellites, property and other equipment $ 686.2 $ 1,088.4 $ 106.9 Intangible assets — — 16.4 Operating expenses 69.3 77.4 48.3 Total costs incurred $ 755.5 $ 1,165.8 $ 171.6 Total research and development costs for Telesat Lightspeed for the year ended December 31, 2025 decreased by $410.3 million to $755.5 million, when compared to the prior year.
The Telesat Lightspeed Financing also provides a full or partial prepayment option to Telesat LEO. The Telesat Lightspeed Financing includes both financial and non -financial covenants that we must comply with.
The Telesat Lightspeed Financing also provides a full or partial prepayment option to Telesat LEO. 89 Table of Contents The Telesat Lightspeed Financing includes both financial and non -financial covenants, with which we must comply.
Derivatives We use, from time to time, interest rate and currency derivatives to manage our exposure to changes in interest rates and foreign exchange rates. As at December 31, 2024, there were no interest rate or currency derivatives that were outstanding. We also have embedded derivatives that are accounted for separately at fair value.
Derivatives We use, from time to time, interest rate and currency derivatives to manage our exposure to changes in interest rates and foreign exchange rates. As at December 31, 2025, there were no interest rate or currency derivatives that were outstanding. We have embedded derivatives on certain of our Telesat Canada Debt that are accounted for separately at fair value.
($ millions) Year Ended December 31, 2024 Net income (loss) $ (302.5 ) Impact of unrestricted subsidiaries 58.6 Consolidated income for Covenant Purposes (243.9 ) Plus: Income taxes (Note 1) (22.3 ) Interest expense (Note 1) 219.6 Depreciation and amortization expense (Note 1) 136.5 Non-cash share-based compensation and pension expense (Note 1) 20.0 Impairment 267.0 Other 16.6 Increased (decreased) by: Gain on repurchase of debt (202.5 ) Non-cash (gains) losses resulting from changes in foreign exchange rates (Note 1) 255.9 Consolidated EBITDA for Covenant Purposes $ 446.9 ____________ Note 1: Some adjustments for covenant purposes excludes certain specific expenses as defined in the Credit Agreement.
($ millions) Year Ended December 31, 2025 Year Ended December 31, 2024 Net income (loss) $ (530.2 ) $ (302.5 ) Impact of unrestricted subsidiaries (59.3 ) 58.6 Consolidated income (loss) for Covenant Purposes (589.5 ) (243.9 ) Plus: Income taxes (Note 1) (66.2 ) (22.3 ) Interest expense (Note 1) 195.4 219.6 Depreciation and amortization expense (Note 1) 144.7 136.5 Non-cash share-based compensation and pension expense (Note 1) 6.7 20.0 Impairment 365.2 267.0 Other 13.9 16.6 Increased (decreased) by: (Gain) loss on repurchase of debt (6.9 ) (202.5 ) Loss on disposal of assets related to amalgamation of unrestricted subsidiaries 379.5 — Non-cash (gains) losses resulting from changes in foreign exchange rates (Note 1) (148.4 ) 255.9 Consolidated EBITDA for Covenant Purposes $ 294.4 $ 446.9 ____________ Note 1: Some adjustments for covenant purposes excludes certain specific expenses as defined in the Credit Agreement.
For additional details of the impairment that was recorded, refer to Notes 16 and 17 of the 2024 consolidated financial statements. Employee benefits The cost of defined benefit pension plans, other post -employment benefits, and the present value of the pension obligation are determined using actuarial valuations.
For additional details of the impairment that was recorded, refer to Note 16 and Note 17 of our consolidated financial statements for the year ended December 31, 2025. Employee benefits The cost of defined benefit pension plans, other post -employment benefits, and the present value of the pension obligation are determined using actuarial valuations.
US$100 million) (143.8 ) Consolidated Total Secured Debt for Covenant Purposes $ 2,667.6 As at December 31, 2024, the Consolidated Total Debt for Covenant Purposes to Consolidated EBITDA ratio, for the purposes of our Senior Secured Credit Facilities was 6.68:1.00.
US$100 million) (137.2 ) (143.8 ) Consolidated Total Secured Net Debt for Covenant Purposes $ 2,544.8 $ 2,667.6 As at December 31, 2025, the Consolidated Total Debt for Covenant Purposes to Consolidated EBITDA ratio, for the purposes of our Senior Secured Credit Facilities was 9.63:1.00.
Through our U.S. dollar denominated indebtedness, we are exposed to foreign exchange fluctuations. The following table contains our existing U.S. dollar denominated indebtedness balances at the beginning of each respective year, which are net of our scheduled debt repayments, and based on the foreign exchange rate as at December 31, 2024. ($ millions, beginning of year) 2025 2026 2027 U.S.
The following table contains our existing U.S. dollar denominated indebtedness balances at the beginning of each respective year, which are net of our scheduled debt repayments, and based on the foreign exchange rate as at December 31, 2025.
(3) Balance relates to payments to be made in connection with leases. Over the next twelve months, the payments will be made through the usage of cash and short -term investments or cash flows from operating activities, or funds available under Telesat Lightspeed Financing. (4) Property lease commitments consists of off -balance sheet contractual obligations for land or building usage.
Over the next twelve months, the payments will be made through the usage of cash and short -term investments or cash flows from operating activities, or funds available under Telesat Lightspeed Financing. (5) Property lease commitments consist of off -balance sheet contractual obligations for land or building usage.
The quantitative impairment analysis requires us to estimate the future cash flows expected to arise from operations, and to make assumptions regarding the underlying business plan, discount rates, growth rate assumptions and royalty rate. Significant judgments are made in establishing these assumptions.
The quantitative impairment analysis requires us to estimate the future cash flows expected to arise from operations, and to make assumptions regarding the underlying business plan, discount rates, growth rate assumptions and royalty rate. Significant judgments are made in establishing these assumptions. Actual operating results and our related cash flows could differ from the estimates used for the impairment analysis.
Our policy is that we do not use derivative instruments for speculative purposes. As at December 31, 2024, we have no forward currency contracts nor any currency derivative instruments.
Our policy is that we do not use derivative instruments for speculative purposes. As at December 31, 2025, we have no currency derivative instruments.
As a result, any or all of our forward -looking statements in this MD&A may turn out to be inaccurate. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
All statements made in this MD&A are made only as of the date of this MD&A. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
The increase was primarily driven by an increase in activities in the Telesat Lightspeed program. 85 Table of Contents The following claims against the government grant have been made to date against the costs associated with the program: Years ended December 31, ($ millions) 2024 2023 2022 Satellites, property and other equipment $ 5.4 $ 15.0 $ 3.5 Operating expenses 8.0 4.5 5.2 Prepaid expenses — — 0.1 Total costs incurred $ 13.4 $ 19.5 $ 8.8 Liquidity A large portion of our annual cash receipts are reasonably predictable because they are primarily derived from an existing backlog of long -term customer contracts.
The following claims against the government grant have been made against the costs incurred associated with the program: Years ended December 31, ($ millions) 2025 2024 2023 Satellites, property and other equipment $ — $ 5.4 $ 15.0 Operating expenses 3.6 8.0 4.5 Total claims $ 3.6 $ 13.4 $ 19.5 Liquidity A large portion of our annual cash receipts are reasonably predictable because they are primarily derived from an existing backlog of long -term customer contracts.
RESULTS OF OPERATIONS Review of financial performance Telesat’s net loss for the year ended December 31, 2024, was $302.5 million compared to net income of $583.3 million for the prior year.
RESULTS OF OPERATIONS Review of financial performance Telesat’s net loss for the year ended December 31, 2025, was $530.2 million compared to net loss of $302.5 million for the prior year.
US$100 million) (143.8 ) Consolidated Total Debt for Covenant Purposes $ 2,985.8 Consolidated Total Debt $ 3,129.9 Less: Unsecured debt (Senior Unsecured Notes) (318.3 ) Consolidated Total Secured Debt 2,811.6 Less: Cash and cash equivalents (max.
US$100 million) (137.2 ) (143.8 ) Consolidated Total Net Debt for Covenant Purposes $ 2,837.2 $ 2,985.8 Consolidated Total Debt $ 2,974.4 $ 3,129.9 Less: Unsecured debt (2027 Senior Unsecured Notes) (292.4 ) (318.2 ) Consolidated Total Secured Debt 2,682.0 2,811.6 Less: Cash and cash equivalents (max.
Years ended December 31, ($ millions) 2024 2023 Net income (loss) $ (302.5 ) $ 583.3 Tax expense (recovery) (13.0 ) 89.6 (Gain) loss on changes in fair value of financial instruments 12.8 — (Gain) loss on foreign exchange 244.5 (77.8 ) Interest and other income (23.3 ) (66.5 ) Interest expense 243.8 270.4 Gain on repurchase of debt (202.5 ) (230.1 ) Depreciation 127.3 182.7 Amortization 11.3 13.1 Other operating (gains) losses, net 264.9 (265.0 ) Non-recurring compensation expenses (1) 2.9 1.1 Non-cash expense related to share-based compensation 17.6 33.0 Adjusted EBITDA $ 383.7 $ 533.7 Revenue $ 571.0 $ 704.2 Adjusted EBITDA Margin 67.2 % 75.8 % ____________ (1) Includes severance payments, special compensation and benefits for executives and employees. 94 Table of Contents Adjusted EBITDA for Telesat Corporation decreased by $150.0 million for the year ended December 31, 2024, when compared to the prior year.
Years ended December 31, ($ millions) 2025 2024 Net income (loss) $ (530.2 ) $ (302.5 ) Tax expense (recovery) (67.4 ) (13.0 ) (Gain) loss on changes in fair value of financial instruments 215.3 12.8 (Gain) loss on foreign exchange (106.2 ) 244.5 Interest and other income (26.2 ) (23.3 ) Interest expense 217.7 243.8 Gain on repurchase of debt (6.9 ) (202.5 ) Depreciation 104.7 127.3 Amortization 44.2 11.3 Other operating (gains) losses, net 361.2 264.9 Non-recurring compensation expenses (1) 2.3 2.9 Non-cash expense related to share-based compensation 4.1 17.6 Adjusted EBITDA $ 212.7 $ 383.7 Revenue $ 418.0 $ 571.0 Adjusted EBITDA Margin 50.9 % 67.2 % ____________ (1) Includes severance payments, special compensation and benefits for employees. 95 Table of Contents Adjusted EBITDA for Telesat Corporation decreased by $171.0 million for the year ended December 31, 2025, when compared to the prior year.
Debt issue costs of $37.5 million were incurred in connection with the Telesat Lightspeed Financing. These balances are recorded against prepaid expenses and other current assets and long -term assets.
The carrying amount against the indebtedness as of December 31, 2025 was $157.1 million. Debt issue costs of $37.5 million were incurred in connection with the Telesat Lightspeed Financing. These balances are recorded against prepaid expenses and other current assets and long -term assets.
Senior Unsecured Notes Our Senior Unsecured Notes, in the original principal amount of US$550.0 million, bear interest at an annual rate of 6.5% and are due in October 2027.
The 2027 Senior Unsecured Notes in the original principal amount of US$550.0 million, bear interest at an annual rate of 6.5% and are due in October 2027. As at December 31, 2025, the balance outstanding was US$213.0 million.
Gain on Repurchase of Debt Years ended December 31, ($ millions) 2024 2023 Gain on repurchase of debt $ 202.5 $ 230.1 The gain on repurchase of debt for the year ended December 31, 2024 resulted from our repurchases of: Senior Unsecured Notes with a principal amount of $100.4 million (US$73.8 million) in exchange for $30.4 million (US$22.3 million); Senior Secured Notes with a principal amount of $103.3 million (US$75.0 million) in exchange for $48.4 million (US$35.1 million); 2026 Senior Secured Notes with a principal amount of $16.4 million (US$12.0 million) in exchange for $8.0 million (US$5.9 million); and a portion of the U.S.
The gain on repurchase of debt for the year ended December 31, 2024 resulted from our repurchases of: 2027 Senior Unsecured Notes with a principal amount of $100.4 million (US$73.8 million) in exchange for $30.4 million (US$22.3 million); 2027 Senior Secured Notes with a principal amount of $103.3 million (US$75.0 million) in exchange for $48.4 million (US$35.1 million); 2026 Senior Secured Notes with a principal amount of $16.4 million (US$12.0 million) in exchange for $8.0 million (US$5.9 million); and a portion of the Term Loan B with a principal amount of $137.9 million (US$101.2 million) in exchange for $69.1 million (US$50.7 million).
As consideration for the Telesat Lightspeed Financing, Telesat LEO Inc., before the initial draw on the loan, on November 15, 2024, entered into the Telesat Lightspeed Financing Warrant with the Government of Canada and Government of Quebec which irrevocably granted the Telesat Lightspeed Financing Warrants equivalent to 11.87% of common shares in the capital of Telesat LEO Inc. on a fully diluted basis.
As consideration for the Telesat Lightspeed Financing, Telesat LEO, before the initial draw on the loan, on November 15, 2024, entered into an agreement with the GoC and the GoQ which irrevocably granted warrants equivalent to 11.87% of common shares in the equity of Telesat LEO on a fully diluted basis (“Telesat Lightspeed Financing Warrants”).
This was primarily due to the repurchase of a portion of our Telesat Canada Debt. Government Grant In 2019, we entered into an agreement with the Government of Canada pursuant to which the Government of Canada would contribute up to $85.0 million to support the development of the Telesat Lightspeed constellation through the Government of Canada Strategic Innovation Fund.
Government Grant In 2019, we entered into an agreement with the GoC pursuant to which the GoC would contribute up to $85.0 million to support the development of the Telesat Lightspeed constellation through the GoC Strategic Innovation Fund.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our indebtedness as at December 31, 2024 and (decreased) increased our net income for the year ended December 31, 2024 by $154.9 million.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our cash and cash equivalents by $14.5 million, increased (decreased) our net income by $0.9 million and increased (decreased) our other comprehensive income by $15.5 million as at and for the year ended December 31, 2025.
The number and stated value of the outstanding LP Units issued by Telesat Partnership LP as at December 31, 2024, were as follows: (in thousands of $, except number of units) Number of units Stated value Class A and Class B LP Units 18,321,792 $ 50,141 Class C LP Units 18,098,362 38,893 36,420,154 $ 89,034 On consolidation into Telesat Corporation, the stated value of the LP Units is included in non -controlling interest.
The number and stated value of the outstanding LP Units issued by Telesat Partnership LP as at December 31, 2025, were as follows: (in thousands of $, except number of units) Number of units Stated value Class A and Class B LP Units 18,061,284 $ 49,428 Class C LP Units 18,098,362 38,893 36,159,646 $ 88,321 On consolidation into Telesat Corporation, the stated value of the LP Units is included in non -controlling interest.
The approximate amount of our revenue and certain expenses denominated in U.S. dollars, as a percentage of their overall balance, is summarized in the table below: Years ended December 31, 2024 2023 Revenue 52.6 % 52.3 % Operating expenses 45.0 % 39.3 % Interest on our indebtedness 100.0 % 100.0 % We use, from time to time, the following instruments to manage our exposure to foreign exchange risk: • forward currency contracts to hedge foreign exchange risk on anticipated cash flows, mainly related to the construction of satellites and interest payments; and • currency derivative instruments to hedge the foreign exchange risk on our U.S. dollar denominated indebtedness.
The approximate amount of our revenue and certain expenses denominated in U.S. dollars, as a percentage of their overall balance, is summarized in the table below: Years ended December 31, 2025 2024 Revenue 47.1 % 52.6 % Operating expenses 52.1 % 45.0 % Interest on our indebtedness 87.4 % 100.0 % We use, from time to time, currency derivative instruments to hedge the foreign exchange risk on our U.S. dollar denominated indebtedness.
Similarly, we believe our existing cash, cash flows from operating activities and drawings on our Telesat Lightspeed Financing will be adequate to cover the cost of the ongoing construction and global service deployment of the Telesat Lightspeed constellation for our LEO business. We have from time to time used available cash to repurchase some of our existing debt.
Similarly, we believe our drawings on our Telesat Lightspeed Financing will be adequate to cover the cost of the operating activities and ongoing development, construction and global service deployment of the Telesat Lightspeed constellation for our LEO business.
See “— Debt — Telesat Lightspeed Financing — Senior Secured Term Loan Facilities”, below. Telesat and its affiliates operate satellites pursuant to authorizations granted by governments, including those of Canada, the United States, Brazil, the Kingdom of Tonga and the United Kingdom, to access and use certain geostationary orbital locations and associated spectrum resources.
Telesat and its affiliates operate their GEO satellites pursuant to authorizations granted by governments, including those of Canada, the United States, Brazil, the Kingdom of Tonga and the United Kingdom, to access and use certain geostationary orbital locations and associated spectrum resources.
After decades of developing and successfully operating our geosynchronous orbit -based satellite services business, we are now poised to revolutionize the provision of global broadband connectivity by building what we believe will be one of the world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, Telesat Lightspeed. 80 Table of Contents We believe we are well -positioned to serve our customers and the markets in which we participate.
FUTURE OUTLOOK After decades of developing and successfully operating our GEO satellite services business, we are now poised to revolutionize the provision of global broadband connectivity by building what we believe will be one of the world’s most advanced constellations of LEO satellites and integrated terrestrial infrastructure, Telesat Lightspeed.
We believe the disclosure of the calculation of Consolidated EBITDA for Covenant Purposes provides information that is useful to an investor’s understanding of our liquidity and financial flexibility. 95 Table of Contents The following is a reconciliation of net income (loss), which is an IFRS Accounting Standards measure of our operating results, to Consolidated EBITDA for Covenant Purposes, as defined in the Credit Agreement and the calculation of the ratio of Consolidated Total Secured Debt to Consolidated EBITDA for Covenant Purposes as defined in the Credit Agreement.
The following is a reconciliation of net income (loss), which is an IFRS Accounting Standards measure of our operating results, to Consolidated EBITDA for Covenant Purposes, as defined in the Credit Agreement and the calculation of the ratio of Consolidated Total Secured Debt to Consolidated EBITDA for Covenant Purposes as defined in the Credit Agreement.
Our policy is that we do not use derivative instruments for speculative purposes. In the past, we entered into interest rate swaps to hedge the interest rate risk associated with the variable interest rate on the U.S. denominated Term Loan B. There were no outstanding interest rate swaps as at December 31, 2024 or 2023.
In the past, we entered into interest rate swaps to hedge the interest rate risk associated with the variable interest rate on the U.S. denominated Term Loan B. There were no outstanding interest rate swaps as at December 31, 2025 or as at December 31, 2024.
(a wholly owned unrestricted subsidiary of Telesat) entered into the Telesat Lightspeed Financing with the Government of Canada and Government of Quebec for senior secured non -revolving delayed draw term loan facilities in the principal amount of $2,140 million and $400 million, respectively.
Telesat Lightspeed Financing — Senior Secured Term Loan Facilities To fund Telesat Lightspeed, on September 13, 2024, Telesat LEO, (a LEO Non -Guarantor and wholly -owned subsidiary of Telesat), entered into the Telesat Lightspeed Financing with the GoC and GoQ for senior secured non -revolving delayed draw term loan facilities in the principal amount of $2,140 million and $400 million, respectively.
The interest rate risk on the indebtedness is from a portion of the indebtedness having a variable interest rate. Changes in the interest rates could impact the amount of interest that we receive or are required to pay. We use, from time to time, interest rate swaps to hedge the interest rate risk related to our indebtedness.
Changes in the interest rates could impact the amount of interest that we receive or are required to pay. We use, from time to time, interest rate swaps to hedge the interest rate risk related to our indebtedness. Our policy is that we do not use derivative instruments for speculative purposes.
During the year ended December 31, 2024, we repurchased 2026 Senior Secured Notes with a principal amount of $16.4 million (US$12.0 million) in exchange for $8.0 million (US$5.9 million). The repurchases resulted in a gain on repurchase of debt of $8.4 million. The repurchases also resulted in a write -off of the related debt issue costs and prepayment options.
During the year ended December 31, 2025, we repurchased principal amount of $11.4 million (US$8.2 million) of 2027 Senior Unsecured Notes for consideration of $4.5 million (US$3.3 million). The repurchase resulted in a gain on repurchase of debt of $6.9 million (US$4.9 million). The repurchase also resulted in a write -off of the related debt issue costs and prepayment options.
In the absence of an active market, we determine fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models or frameworks and discounted cash flow analysis, using observable market -based inputs. 90 Table of Contents These estimates are affected significantly by the assumptions for the amount and timing of estimated future cash flows and discount rates, which all reflect varying degrees of risk.
In the absence of an active market, we determine fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models or frameworks and discounted cash flow analysis, using observable market -based inputs.
We may also raise additional funding for expansion of the Telesat Lightspeed constellation through the issuance of additional equity of, or debt at, our unrestricted subsidiaries which own, and will operate and commercialize, the Telesat Lightspeed constellation.
We may also raise additional funding for expansion of the Telesat Lightspeed constellation through the issuance of additional equity of, or debt at, our LEO Non -Guarantor subsidiaries which own, and will operate and commercialize, the Telesat Lightspeed constellation. However, our ability to access these sources of funding is not guaranteed.
The remaining new and amended standards have been excluded as they are not applicable. 108 Table of Contents IFRS 18, Presentation and Disclosures in Financial Statements In April 2024, the IASB issued IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”) with the aim of improving companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies.
IFRS 18, Presentation and Disclosures in Financial Statements In April 2024, the IASB issued IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”) with the aim of improving companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies.
The Senior Secured Credit Facilities, Senior Unsecured Notes, Senior Secured Notes and 2026 Senior Secured Notes are collectively known as “Telesat Canada Debt”. Other significant operating expenses include the straight -line depreciation of the cost of each of our satellites over their useful lives and amortization expense related to various finite -life intangible assets.
Other significant operating expenses include the straight -line depreciation of the cost of each of our satellites over their useful lives and amortization expense related to various finite -life intangible assets.
As part of the Telesat Lightspeed Financing, Telesat LEO issued the Telesat Lightspeed Financing Warrants representing 11.87% of its total shares on a fully diluted basis, with standard anti -dilution adjustments. The Telesat Lightspeed Financing Warrants can be exercised starting two years after issuance and have a ten -year term.
As part of the Telesat Lightspeed Financing, Telesat LEO issued the Telesat Lightspeed Financing Warrants representing 11.87% of its total shares on a fully diluted basis, with standard anti -dilution adjustments.
Foreign Exchange Years ended December 31, ($ millions) 2024 2023 Gain (loss) on changes in fair value of financial instruments $ (12.8 ) $ — Gain (loss) on foreign exchange $ (244.5 ) $ 77.8 The foreign exchange loss for the year ended December 31, 2024 was $244.5 million compared to a foreign exchange gain of $77.8 million for 2023 resulting in an unfavorable change of $322.3 million.
Foreign Exchange and Derivatives Years ended December 31, ($ millions) 2025 2024 Gain (loss) on changes in fair value of financial instruments $ (215.3 ) $ (12.8 ) Gain (loss) on foreign exchange $ 106.2 $ (244.5 ) The loss on changes in fair value of financial instruments for the year ended December 31, 2025 was $215.3 million compared to loss of $12.8 million for the year ended December 31, 2024, an increase of $202.6 million.
For a reconciliation of the non -IFRS Accounting Standards measure to the most closely comparable IFRS Accounting Standards measure, see below under the heading “Non -IFRS Accounting Standards Measures”. FORWARD LOOKING STATEMENTS This MD&A contains forward -looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
For a reconciliation of the non -IFRS Accounting Standards measure to the most closely comparable IFRS Accounting Standards measure, see below under the heading “Non -IFRS Accounting Standards Measures”. 78 Table of Contents FORWARD-LOOKING STATEMENTS This MD&A contains statements that are not based on historical fact and are “forward -looking statements” and forward -looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws.
We are building what we believe will be one of the world’s most advanced constellations of low earth orbit satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed” — a platform designed to revolutionize the provision of global broadband connectivity. In January 2018, our first LEO satellite, LEO 1, was successfully launched into orbit.
We also manage the operations of additional satellites for third parties. 81 Table of Contents We are building, in our LEO business segment, what we believe will be one of the world’s most advanced constellations of low earth orbit satellites and integrated terrestrial infrastructure, called “Telesat Lightspeed” — a platform designed to revolutionize the provision of global broadband connectivity.
We also earn revenue by providing ground -based transmit and receive services, selling equipment, managing satellite networks, and providing consulting services in the field of satellite communications. We recognize revenue from satellite services on a monthly basis as services are performed in an amount that reflects the consideration we expect to receive in exchange for those services.
We recognize revenue from satellite services on a monthly basis as services are performed in an amount that reflects the consideration we expect to receive in exchange for those services.
The number of outstanding stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”) issued under our Omnibus Plan and Historic Plans as at December 31, 2024 were as follows: Historic Plan Omnibus Plan Stock Options 52,628 773,178 RSUs with time criteria — 964,705 RSUs with time and performance criteria 124,080 — PSUs with time and performance criteria — 555,162 DSUs — 189,434 176,708 2,482,479 Each of the foregoing securities can be settled or exercised, as applicable, for Telesat Public Shares.
The number of outstanding stock options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”) issued under our Omnibus Plan and Historic Plans as at December 31, 2025 were as follows: Historic Plan Omnibus Plan Stock Options 49,526 699,159 RSUs with time criteria — 707,466 PSUs with time and performance criteria — 530,056 DSUs — 232,163 49,526 2,168,844 Each of the foregoing securities can be settled or exercised, as applicable, for Telesat Public Shares.
As at December 31, 2024, US$225.0 million Senior Secured Notes were outstanding. 2026 Senior Secured Notes On April 27, 2021, we issued US$500.0 million in aggregate principal amount of 2026 Senior Secured Notes which bear interest at an annual rate of 5.625% and are due in December 2026.
The 2026 Senior Secured Notes, initially in the amount of US$500.0 million in aggregate bear interest at an annual rate of 5.625% and are due in December 2026. As at December 31, 2025, the balance outstanding was US$387.0 million.
Determining whether goodwill is impaired using a quantitative approach requires an estimation of our fair value, which requires us to estimate the future cash flows expected to arise from operations and to make assumptions regarding the underlying business plan, discount rates, and growth rate assumptions.
As at December 31, 2024, goodwill represented $2,613.0 million of our total assets of which $516.9 million was allocated to the GEO cash generating unit and $2,096.1 million was allocated to the LEO cash generating unit. 107 Table of Contents Determining whether goodwill is impaired using a quantitative approach requires an estimation of our fair value, which requires us to estimate the future cash flows expected to arise from operations and to make assumptions regarding the underlying business plan, discount rates, and growth rate assumptions.
During the year ended December 31, 2024 and 2023, as a result of impairment testing of the geographical CGUs, there was an impairment of $191.0 million and $66.0 million, respectively, recorded against intangible assets and $36.3 million and $13.8 million, respectively, recorded against satellites, property and other equipment.
Impairment testing is also performed at the LEO CGU level, consistent with the LEO operating segment. During the year ended December 31, 2025, as a result of impairment testing of the CGUs, there was an impairment of $7.1 million recorded against intangible assets and $55.9 million recorded against satellites, property and other equipment (2024 — $191.0 and $36.3 million respectively).
Expenses Years ended December 31, % Increase (Decrease) ($ millions except percentages) 2024 2023 Depreciation $ 127.3 $ 182.7 (30.3 )% Amortization 11.3 13.1 (13.4 )% Operating expenses 207.8 204.6 1.6 % Other operating (gains), net 264.9 (265.0 ) (200.0 )% Total expenses $ 611.3 $ 135.3 351.8 % 81 Table of Contents Depreciation Depreciation of satellites, property and other equipment decreased by $55.4 million for the year ended December 31, 2024, when compared to the prior year.
Expenses Years ended December 31, % Increase (Decrease) ($ millions except percentages) 2025 2024 Depreciation $ 104.7 $ 127.3 (17.7 )% Amortization 44.2 11.3 289.7 % Operating expenses 211.8 207.8 1.9 % Other operating (gains) losses, net 361.2 264.9 36.3 % Total expenses $ 721.8 $ 611.3 110.5 % Depreciation Depreciation of satellites, property and other equipment decreased by $22.6 million for the year ended December 31, 2025, when compared to the prior year.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our cash and cash equivalents by $20.4 million, increased (decreased) our net income by $5.5 million and increased (decreased) our other comprehensive income by $14.8 million as at and for the year ended December 31, 2024. 92 Table of Contents A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our revenue and certain expenses for the year ended December 31, 2024, as summarized in the table below: ($ millions) Revenue $ 15.0 Operating expenses $ 4.5 Interest on our indebtedness $ 11.4 The sensitivity analyses above assume that all other variables remain constant.
A five percent increase (decrease) in the value of the U.S. dollar against the Canadian dollar would have increased (decreased) our revenue and certain expenses for the year ended December 31, 2025, as summarized in the table below: ($ millions) Revenue $ 9.8 Operating expenses $ 5.3 Interest on our indebtedness $ 10.2 The sensitivity analyses above assume that all other variables remain constant. 93 Table of Contents Through our Telesat Canada U.S. dollar denominated indebtedness, we are exposed to foreign exchange fluctuations.
Foreign Exchange Risk Our operating results are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in currencies other than Canadian dollars. The most significant impact of variations in the exchange rate is on our U.S. dollar denominated indebtedness and cash and short -term investments.
Foreign Exchange Risk Our operating results are subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in currencies other than Canadian dollars or in cases where transactions are in Canadian dollars where the functional currency is other than Canadian dollars.
Consulting and other revenue increased by $16.3 million for the year ended December 31, 2024, when compared to the prior year. The increase was was attributable primarily to LEO consulting revenue related to services provided to NASA Goddard Space Flight Center.
Consulting and other revenue decreased by $13.7 million for the year ended December 31, 2025, when compared to the prior year primarily due to reduced consulting services provided to NASA Goddard Space Flight Center by our LEO business segment.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

75 edited+21 added−14 removed152 unchanged
Biggest changeGoldberg 360,442 11.89 to 16.64 April 2032 to May 2033 4,784,839 — 725,995 17,154,317 President and Chief Executive Officer Andrew Browne 85,819 11.89 to 16.64 April 2032 to May 2033 1,139,226 — 143,301 3,386,203 Chief Financial Officer Michael Schwartz 68,655 11.89 to 16.64 April 2032 to May 2033 911,362 — 114,641 2,708,967 Senior Vice President, Corporate & Business Development David Wendling 38,568 11.89 to 16.64 April 2032 to May 2033 911,362 — 114,641 2,708,967 Chief Technical Officer Glenn Katz 68,655 11.89 to 16.64 April 2032 to May 2033 911,362 — 114,641 2,708,967 Chief Commercial Officer ____________ Notes: (1) The closing share price per the TSX as of December 31, 2024 was $23.63. 120 Table of Contents Incentive Plan Awards — Value Vested or Earned During the Year The following table indicates, for each of our NEOs, a summary of the value of the option -based and share -based awards vested in accordance with their terms during the year ended December 31, 2024: Name and Principal Position Option-Based Awards – Value Vested During the Year ($) Share-Based Awards – Value Vested During the Year ($) Non-equity incentive plan compensation – Value earned during the year ($) Daniel S.
Biggest change(2) Andrew Browne, formerly the Chief Financial Officer, retired at the end of November 2025. 121 Table of Contents Incentive Plan Awards — Value Vested or Earned During the Year The following table indicates, for each of our NEOs, a summary of the value of the option -based and share -based awards vested in accordance with their terms during the year ended December 31, 2025: Name and Principal Position Option-Based Awards – Value Vested During the Year ($) Share-Based Awards – Value Vested During the Year ($) Non-equity incentive plan compensation – Value earned during the year ($) Daniel S.
Non-equity Incentive Plan Compensation ($) Name and Principal Position Fiscal Year Salary (1) ($) Share- based Awards (3) ($) Option- Based Awards (4) ($) Annual incentive plan (2) ($) Long- term incentive plans ($) Pension Value ($) All Other Compensation (5)(7)(8) ($) Total Compensation ($) Daniel S.
Non-equity Incentive Plan Compensation ($) Long- term incentive plans ($) Name and Principal Position Fiscal Year Salary (1) ($) Share- based Awards (3) ($) Option- Based Awards (4) ($) Annual incentive plan (2) ($) Pension Value ($) All Other Compensation (5) (7) (8) ($) Total Compensation ($) Daniel S.
Pursuant to the terms of the Omnibus Plan, shareholder approval shall not be required for the following amendments, and the Telesat Corporation Board may make any amendments to the Omnibus Plan or to any Awards from time to time which may include but are not limited to: • any amendment to the vesting provisions, if applicable, or assignability provisions of Awards; • any amendment regarding the effect of termination of a participant’s employment, engagement, contract or office; • any amendment which accelerates the date on which any Award may be exercised under the Omnibus Plan; • any amendment to the definition of persons eligible to be participants under the Omnibus Plan; 116 Table of Contents • any amendment to add provisions permitting for the granting of cash -settled awards, a form of financial assistance, or clawback and any amendment to a cash -settled award, financial assistance, dividend equivalent or clawback provision which is adopted; • any amendment necessary to comply with applicable law or the requirements of the NASDAQ, and, if applicable the TSX, or any other regulatory body; • any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors or amend certain definitions in the Omnibus Plan; • any amendment regarding the administration of the Omnibus Plan; and • any other amendment that does not require the approval of shareholders pursuant to the amendment provisions of the Omnibus Plan, provided that the alteration, amendment or variance does not: (i) increase the maximum number of Telesat Public Shares issuable under the Omnibus Plan, other than an adjustment pursuant to a change in capitalization; (ii) reduce the exercise price or purchase price, as applicable, of Awards; (iii) extend the expiration date of an Award benefitting an insider, except in the case of an extension due to a black -out period; (iv) remove or exceed the insider participation limits; (v) permit the transferability or assignability of Awards, except as otherwise provided in the Omnibus Plan; or (vi) amend the amendment provisions of the Omnibus Plan.
Pursuant to the terms of the Omnibus Plan, shareholder approval shall not be required for the following amendments, and the Telesat Corporation Board may make any amendments to the Omnibus Plan or to any Awards from time to time which may include but are not limited to: • any amendment to the vesting provisions, if applicable, or assignability provisions of Awards; • any amendment regarding the effect of termination of a participant’s employment, engagement, contract or office; • any amendment which accelerates the date on which any Award may be exercised under the Omnibus Plan; • any amendment to the definition of persons eligible to be participants under the Omnibus Plan; • any amendment to add provisions permitting for the granting of cash -settled awards, a form of financial assistance, or clawback and any amendment to a cash -settled award, financial assistance, dividend equivalent or clawback provision which is adopted; • any amendment necessary to comply with applicable law or the requirements of the NASDAQ, and, if applicable the TSX, or any other regulatory body; 117 Table of Contents • any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors or amend certain definitions in the Omnibus Plan; • any amendment regarding the administration of the Omnibus Plan; and • any other amendment that does not require the approval of shareholders pursuant to the amendment provisions of the Omnibus Plan, provided that the alteration, amendment or variance does not: (i) increase the maximum number of Telesat Public Shares issuable under the Omnibus Plan, other than an adjustment pursuant to a change in capitalization; (ii) reduce the exercise price or purchase price, as applicable, of Awards; (iii) extend the expiration date of an Award benefitting an insider, except in the case of an extension due to a black -out period; (iv) remove or exceed the insider participation limits; (v) permit the transferability or assignability of Awards, except as otherwise provided in the Omnibus Plan; or (vi) amend the amendment provisions of the Omnibus Plan.
Pursuant to the Telesat Corporation Articles, the Telesat Corporation Board must also include three Specially Designated Directors for so long as either PSP Investments or MHR (or either of their respective affiliates) has the right to designate at least one director to the Telesat Corporation Board pursuant to their respective Investor Rights Agreements, as described above under “— Composition of the Telesat Corporation Board and Committees.” A “Specially Designated Director” is a director who (i) is initially designated as a Specially Designated Director or is nominated as a Specially Designated Director by the NCGC and not designated to the Telesat Corporation Board by either PSP Investments or MHR, (ii) (x) satisfies the independence requirements of the applicable U.S. and/or Canadian securities exchanges on which the Telesat Public Shares are listed, (y) is “independent” of Telesat Corporation within the meaning of MI 52 -110 and (z) is “independent” of Telesat Corporation within the meaning of Section 10A(m)(3)(B) of the Exchange Act, (iii) is not an affiliate or associate of MHR, PSP Investments or any other person with a contractual right to designate director nominees (or their respective affiliates), (iv) together with such person’s immediate family and affiliates, has not received compensation or payments from MHR, PSP Investments or any 125 Table of Contents other person with a contractual right to designate director nominees (or their respective affiliates) in any of the past three years in an amount in excess of US$120,000 per annum, excluding for these purposes any directors fees, and (v) is Canadian (as defined in the Investment Canada Act ).
Pursuant to the Telesat Corporation Articles, the Telesat Corporation Board must also include three Specially Designated Directors for so long as either PSP Investments or MHR (or either of their respective affiliates) has the right to designate at least one director to the Telesat Corporation Board pursuant to their respective Investor Rights Agreements, as described above under “— Composition of the Telesat Corporation Board and Committees.” A “Specially Designated Director” is a director who (i) is initially designated as a Specially Designated Director or is nominated as a Specially Designated Director by the NCGC and not designated to the Telesat Corporation Board by either PSP Investments or MHR, (ii) (x) satisfies the independence requirements of the applicable U.S. and/or Canadian securities exchanges on which the Telesat Public Shares are listed, (y) is “independent” of Telesat Corporation within the meaning of MI 52 -110 and (z) is “independent” of Telesat Corporation within the meaning of Section 10A(m)(3)(B) of the Exchange Act, (iii) is not an affiliate or associate of MHR, PSP Investments or any other person with a contractual right to designate director nominees (or their respective affiliates), (iv) together with such person’s immediate family and affiliates, has not received compensation or payments from MHR, PSP Investments or any other person with 126 Table of Contents a contractual right to designate director nominees (or their respective affiliates) in any of the past three years in an amount in excess of US$120,000 per annum, excluding for these purposes any directors fees, and (v) is Canadian (as defined in the Investment Canada Act ).
Further, so long as the applicable principal shareholder has the right to designate at least one director to the Telesat Corporation Board, it will have the right, though not the obligation, to select one of the directors it designated to the Telesat Corporation Board to serve on or be an observer to Telesat Corporation’s Audit Committee, Compensation Committee, and NCGC or any other committee which may be formed in accordance with Telesat Corporation’s Articles (provided that the mandate of such committee is not solely to consider any contract or transaction between Telesat Corporation and the applicable principal shareholder or any of its affiliates). 124 Table of Contents Pursuant to the Investor Rights Agreements, PSP Investments and MHR agree, among other things, to not (i) call or knowingly facilitate the calling of a special meeting of the shareholders of Telesat Corporation or the partners of Telesat Partnership for the purpose of the election or removal of any directors of Telesat Corporation or amendments to the Telesat Corporation Articles or the Partnership Agreement, (ii) initiate proposals for action by the shareholders of Telesat Corporation or the partners of Telesat Partnership for the purpose of the election or removal of any directors of Telesat Corporation or amendments to the Telesat Corporation Articles or the Partnership Agreement or (iii) request that Telesat Corporation or the Telesat Corporation Board take any action that is inconsistent with the foregoing.
Further, so long as the applicable principal shareholder has the right to designate at least one director to the Telesat Corporation Board, it will have the right, though not the obligation, to select one of the directors it designated to the Telesat Corporation Board to serve on or be an observer to Telesat Corporation’s Audit Committee, Compensation Committee, and NCGC or any other committee which may be formed in accordance with Telesat Corporation’s Articles (provided that the mandate of such committee is not solely to consider any contract or transaction between Telesat Corporation and the applicable principal shareholder or any of its affiliates). 125 Table of Contents Pursuant to the Investor Rights Agreements, PSP Investments and MHR agree, among other things, to not (i) call or knowingly facilitate the calling of a special meeting of the shareholders of Telesat Corporation or the partners of Telesat Partnership for the purpose of the election or removal of any directors of Telesat Corporation or amendments to the Telesat Corporation Articles or the Partnership Agreement, (ii) initiate proposals for action by the shareholders of Telesat Corporation or the partners of Telesat Partnership for the purpose of the election or removal of any directors of Telesat Corporation or amendments to the Telesat Corporation Articles or the Partnership Agreement or (iii) request that Telesat Corporation or the Telesat Corporation Board take any action that is inconsistent with the foregoing.
The NCGC’s purpose will be to assist the Telesat Corporation Board in: • identifying individuals qualified to become members of the Telesat Corporation Board; • selecting or recommending that the Telesat Corporation Board select director nominees for the next annual meeting of shareholders and determining the composition of the Telesat Corporation Board and its committees; • developing and overseeing a process to annually assess the Telesat Corporation Board, the Chair, the committees of the Telesat Corporation Board, the chairs of such committees and individual directors; • reviewing and assessing the environmental, social, humanitarian, and other social responsibility related policies, systems, and activities of Telesat Corporation; and • developing and implementing Telesat Corporation’s policies regarding corporate governance, including principles contained in the Corporate Governance Guidelines. 130 Table of Contents In identifying new candidates for the Telesat Corporation Board, the NCGC considers what competencies and skills the Telesat Corporation Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering the Telesat Corporation Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.
The NCGC’s purpose will be to assist the Telesat Corporation Board in: • identifying individuals qualified to become members of the Telesat Corporation Board; • selecting or recommending that the Telesat Corporation Board select director nominees for the next annual meeting of shareholders and determining the composition of the Telesat Corporation Board and its committees; • developing and overseeing a process to annually assess the Telesat Corporation Board, the Chair, the committees of the Telesat Corporation Board, the chairs of such committees and individual directors; • reviewing and assessing the environmental, social, humanitarian, and other social responsibility related policies, systems, and activities of Telesat Corporation; and • developing and implementing Telesat Corporation’s policies regarding corporate governance, including principles contained in the Corporate Governance Guidelines. 131 Table of Contents In identifying new candidates for the Telesat Corporation Board, the NCGC considers what competencies and skills the Telesat Corporation Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering the Telesat Corporation Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.
He does not receive any compensation as a Director of Telesat. (7) Includes a $750,000 tax equalization payment to Mr. Goldberg pursuant to his employment agreement to compensate him for the additional tax costs incurred as a result of living in Ontario, Canada as opposed to the U.S. (8) Includes a payment of US$270,000 to Mr.
He does not receive any compensation as a Director of Telesat. (7) Includes a $750,000 tax equalization payment to Mr. Goldberg pursuant to his employment agreement to compensate him for the additional tax costs incurred as a result of living in Ontario, Canada as opposed to the U.S. (8) Includes a payment of US$270,000 paid to Mr.
The HRCC’s purpose is to assist the Telesat Corporation Board in its oversight of executive compensation, management development and succession, director compensation and executive compensation disclosure. 129 Table of Contents The principal responsibilities and duties of the HRCC include: • reviewing at least annually Telesat Corporation’s executive compensation plans; • reviewing annually the compensation of Telesat Corporation’s Chief Executive Officer, taking into account the performance of Telesat Corporation’s Chief Executive Officer in light of pre -established goals and performance objectives and, based on such evaluation, recommending to the Telesat Corporation Board the Chief Executive Officer’s annual compensation; • reviewing on an annual basis the compensation structure for Telesat Corporation’s senior executive officers taking into account the performance of such senior executive officers’ in light of pre -established goals and performance objectives and make recommendations to the Telesat Corporation Board with respect to the compensation for such officers; • assessing the competitiveness and appropriateness of Telesat Corporation’s policies relating to the compensation of executive officers on an annual basis; and • reviewing and, if appropriate, recommending to the Telesat Corporation Board the approval of any adoption, amendment and termination of Telesat Corporation’s incentive compensation plans, overseeing their administration, and discharging any duties imposed on the HRCC by any of those plans.
The HRCC’s purpose is to assist the Telesat Corporation Board in its oversight of executive compensation, management development and succession, director compensation and executive compensation disclosure. 130 Table of Contents The principal responsibilities and duties of the HRCC include: • reviewing at least annually Telesat Corporation’s executive compensation plans; • reviewing annually the compensation of Telesat Corporation’s Chief Executive Officer, taking into account the performance of Telesat Corporation’s Chief Executive Officer in light of pre -established goals and performance objectives and, based on such evaluation, recommending to the Telesat Corporation Board the Chief Executive Officer’s annual compensation; • reviewing on an annual basis the compensation structure for Telesat Corporation’s senior executive officers taking into account the performance of such senior executive officers’ in light of pre -established goals and performance objectives and make recommendations to the Telesat Corporation Board with respect to the compensation for such officers; • assessing the competitiveness and appropriateness of Telesat Corporation’s policies relating to the compensation of executive officers on an annual basis; and • reviewing and, if appropriate, recommending to the Telesat Corporation Board the approval of any adoption, amendment and termination of Telesat Corporation’s incentive compensation plans, overseeing their administration, and discharging any duties imposed on the HRCC by any of those plans.
She holds a PhD in Management from McGill University, received an Honorary Doctorate from Mount Allison University in 2024, has published research on executive compensation and corporate governance, and has been recognized as one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network.
She holds a PhD in Management from McGill University, has published research on executive compensation and corporate governance, and has been recognized as one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network. Jane received an Honorary Doctorate from Mount Allison University in 2024.
The Telesat Corporation Board has adopted a written position description for Telesat Corporation’s Chief Executive Officer, setting out its key responsibilities, including, among others, duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Telesat Corporation Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Telesat Corporation Board for consideration and supervising day -to-day management and communicating with shareholders and regulators. 127 Table of Contents Mandate of the Telesat Corporation Board The Telesat Corporation Board is responsible for supervising the management of the business and affairs of Telesat Corporation, including providing guidance and strategic oversight to management.
The Telesat Corporation Board has adopted a written position description for Telesat Corporation’s Chief Executive Officer, setting out its key responsibilities, including, among others, duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Telesat Corporation Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Telesat Corporation Board for consideration and supervising day -to-day management and communicating with shareholders and regulators. 128 Table of Contents Mandate of the Telesat Corporation Board The Telesat Corporation Board is responsible for supervising the management of the business and affairs of Telesat Corporation, including providing guidance and strategic oversight to management.
For the purposes of this formula, earnings include the annual salary and 75% of the lesser of actual or target performance incentive for the specific year. 121 Table of Contents In respect of the NEOs, below is a table related to Telesat’s defined benefit plan: Name and Principal Position Number of years of credited service (1) (#) Annual benefits payable ($) Opening present value of defined benefit obligation ($) Compensatory change ($) Non- compensatory change (2) ($) Closing present value of defined benefit obligation ($) At year end (1) At age 65 Daniel S.
For the purposes of this formula, earnings include the annual salary and 75% of the lesser of actual or target performance incentive for the specific year. 122 Table of Contents In respect of the NEOs, below is a table related to Telesat’s defined benefit plan: Name and Principal Position Number of years of credited service (1) (#) Annual benefits payable ($) Opening present value of defined benefit obligation ($) Compensatory change ($) Non- compensatory change (2) ($) Closing present value of defined benefit obligation ($) At year end (1) At age 65 Daniel S.
Outstanding Option-Based Awards and Share-Based Awards The following table sets out information concerning the option -based and share -based awards granted to our NEOs outstanding as at December 31, 2024: Option-based Awards Shared-based Awards Name and Principal Position Number of Common Shares underlying unexercised options (1) Option exercise price ($) Option expiration date Value of unexercised in-the- money options (1) ($) Number of Shares that have vested Number of Shares that have not vested Market or payout value of share- based awards that have not vested (1) ($) Daniel S.
Outstanding Option-Based Awards and Share-Based Awards The following table sets out information concerning the option -based and share -based awards granted to our NEOs outstanding as at December 31, 2025: Option-based Awards Shared-based Awards Name and Principal Position Number of Common Shares underlying unexercised options (1) Option exercise price ($) Option expiration date Value of unexercised in-the- money options (1) ($) Number of Shares that have vested Number of Shares that have not vested Market or payout value of share- based awards that have not vested (1) ($) Daniel S.
The number of directors may be altered by resolution of the shareholders or as adjusted by the Telesat Corporation Board from time to time, subject to the provisions of the BCBCA. 123 Table of Contents Until the Special Nomination Termination Date, any designee of the NCGC may be rejected by the Telesat Corporation Board only for Good Cause (as defined in the Telesat Corporation Articles), in which case the NCGC shall have the right to designate a substitute designee.
The number of directors may be altered by resolution of the shareholders or as adjusted by the Telesat Corporation Board from time to time, subject to the provisions of the BCBCA. 124 Table of Contents Until the Special Nomination Termination Date, any designee of the NCGC may be rejected by the Telesat Corporation Board only for Good Cause (as defined in the Telesat Corporation Articles), in which case the NCGC shall have the right to designate a substitute designee.
(5) These amounts include all other compensation paid to a NEO during the course of the year, including medical insurance coverage, special bonuses, perquisites, tax equalization payments and relocation payments, as applicable. 119 Table of Contents (6) All compensation paid to Mr. Goldberg is in consideration of his service as President and Chief Executive Officer of Telesat.
(5) These amounts include all other compensation paid to a NEO during the course of the year, including medical insurance coverage, special bonuses, perquisites, tax equalization payments and relocation payments, as applicable. 120 Table of Contents (6) All compensation paid to Mr. Goldberg is in consideration of his service as President and Chief Executive Officer of Telesat.
To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA and applicable internal corporate governance or polices of the Telesat Corporation Board, as applicable. 126 Table of Contents Quorum A quorum at any meeting of the Telesat Corporation Board consists of a majority of the directors then in office.
To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA and applicable internal corporate governance or polices of the Telesat Corporation Board, as applicable. 127 Table of Contents Quorum A quorum at any meeting of the Telesat Corporation Board consists of a majority of the directors then in office.
Long Term Incentives Omnibus Long Term Incentive Plan In connection with becoming a publicly traded company, we adopted a new long -term equity incentive plan (the “Omnibus Plan”) to allow for a variety of equity based awards that provide different types of incentives to be granted to certain of our directors, executive officers, employees and/or consultants (including options (“Telesat Corporation Options”), performance share units (“Telesat Corporation PSUs”), restricted share units (“Telesat Corporation RSUs”) and deferred share units (“Telesat Corporation DSUs”).
Long Term Incentives Omnibus Long Term Incentive Plan In connection with becoming a publicly traded company, we adopted a new long -term equity incentive plan (the “Omnibus Plan”) to allow for a variety of equity based awards that provide different types of incentives to be granted to certain of our directors, executive officers, employees and/or consultants (including options (“Telesat Corporation 115 Table of Contents Options”), performance share units (“Telesat Corporation PSUs”), restricted share units (“Telesat Corporation RSUs”) and deferred share units (“Telesat Corporation DSUs”).
Each of 128 Table of Contents the Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.
Each of 129 Table of Contents the Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.
MHR manages approximately US$5 billion of capital and has holdings in public and private companies in a variety of industries. He has been 111 Table of Contents the Independent Chairman of the Board of Directors of Telesat Corporation since November 2021 and is a member of its Human Resources and Compensation Committee and Nominating and Corporate Governance Committee. Dr.
MHR manages approximately US$5 billion of capital and has holdings in public and private companies in a variety of industries. He has been the Independent Chairman of the Board of Directors of Telesat Corporation since November 2021 and is a member of its Human Resources and Compensation Committee and Nominating and Corporate Governance Committee. Dr.
Beck returned to Telesat as the Director, Engineering responsible for 112 Table of Contents all satellite service offerings. In 2009, she became Director of North American Enterprise and Government Sales and in January 2013 was promoted to Vice President, North American Sales with a subsequent title change to Senior Vice President, Canadian Sales.
Beck returned to Telesat as the Director, Engineering responsible for all satellite service offerings. In 2009, she became Director of North American Enterprise and Government Sales and in January 2013 was promoted to Vice President, North American Sales with a subsequent title change to Senior Vice President, Canadian Sales.
Share Ownership See Item 6.B. — “Outstanding Option -Based Awards and Share -Based Awards” for information regarding the option -based and share -based awards granted to our NEOs outstanding as at December 31, 2024.
Share Ownership See Item 6.B. — “Outstanding Option -Based Awards and Share -Based Awards” for information regarding the option -based and share -based awards granted to our NEOs outstanding as at December 31, 2025.
The business address for our directors and senior management is 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada, K2P 2P7. Name Province/State and Country of Residence Age as of December 31, 2024 Position Principal Occupation for the Last 5 Years Directors Mr. Michael Boychuk (2) Baie -D-Urfe , Quebec, Canada 69 Director Corporate Director Ms.
The business address for our directors and senior management is 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada, K2P 2P7. Name Province/State and Country of Residence Age as of December 31, 2025 Position Principal Occupation for the Last 5 Years Directors Mr. Michael Boychuk (2) Baie -D-Urfe , Quebec, Canada 70 Director Corporate Director Ms.
He is a director of QSL International Ltd. and of the global consulting firm Alix Partners, LLP. He holds an LL.B from Osgoode Hall (Toronto, Canada) and an M.B.A. from INSEAD in Europe. He also holds the ICD.D designation from the Canadian Institute of Corporate Directors.
He is a director of the global consulting firm Alix Partners, LLP. He holds an LL.B from Osgoode Hall (Toronto, Canada) and an M.B.A. from INSEAD in Europe. He also holds the ICD.D designation from the Canadian Institute of Corporate Directors.
He holds a Master of Business Administration from Queen’s University as well as a Bachelor of Arts, major in Economics from Carleton University. Michel Forest was appointed Telesat’s Chief Technology Officer (CTO) in March 2025. Prior to being appointed CTO, Mr.
He holds a Master of Business Administration from Queen’s University as well as a Bachelor of Arts, major in Economics from Carleton University. 113 Table of Contents Michel Forest was appointed Telesat’s Chief Technology Officer (CTO) in March 2025. Prior to being appointed CTO, Mr.
The fee schedule for Telesat’s non -executive directors is as follows: Type of Fee Position Amount (1) Board Retainer Board Member $75,000 $100,000 Telesat Corporation DSU Award (2) Committee Retainer Audit Committee Chair $25,000 Audit Committee Member $10,000 HRCC Chair $15,000 HRCC Member $7,500 NCGC Chair $15,000 NCGC Member $7,500 Lead Director N/A Meeting Fees Board and Committee Meetings Nil ____________ (1) All fees are paid in cash unless otherwise noted.
The 2025 fee schedule for Telesat’s non -executive directors was as follows: Type of Fee Position Amount (1) Board Retainer Board Member $75,000 $125,000 Telesat Corporation DSU Award (2) Committee Retainer Audit Committee Chair $25,000 Audit Committee Member $10,000 HRCC Chair $15,000 HRCC Member $7,500 NCGC Chair $15,000 NCGC Member $7,500 Lead Director N/A Meeting Fees Board and Committee Meetings Nil ____________ (1) All fees are paid in cash unless otherwise noted.
Our executives located solely in the U.S. participate in our 401(k) plan available to our U.S. -based employees. 118 Table of Contents Summary Compensation Table The following table sets out information concerning the compensation earned by, paid to, or awarded to our NEOs in the year ended December 31, 2024.
Our executives located solely in the U.S. participate in our 401(k) plan available to our U.S. -based employees. 119 Table of Contents Summary Compensation Table The following table sets out information concerning the compensation earned by, paid to, or awarded to our NEOs in the year ended December 31, 2025.
The minimum exercise price of a Telesat Corporation Option will be determined based on the closing price of the Telesat Public 115 Table of Contents Shares on the last trading day before the date such option is granted.
The minimum exercise price of a Telesat Corporation Option will be determined based on the closing price of the Telesat Public Shares on the last trading day before the date such option is granted.
Schwartz was paid in U.S. dollars and converted to Canadian dollars based on an average exchange rate for 2024 of $1.3700 to US$1.00. All other NEOs were paid in Canadian dollars. Represents total base salary payable in fiscal year 2024.
Schwartz was paid in U.S. dollars and converted to Canadian dollars based on an average exchange rate for 2025 of $1.3975 to US$1.00. All other NEOs were paid in Canadian dollars. Represents total base salary payable in fiscal year 2025.
Ms. Craighead is Co -Vice Chair of the McGill University Hospital Centre (MUHC) Foundation and was Vice Chair of the Board of Regents of Mount Allison University from 2019 to 2021.
Ms. Craighead is Co -Vice Chair of the McGill University Hospital Centre (MUHC) 111 Table of Contents Foundation and was Vice Chair of the Board of Regents of Mount Allison University from 2019 to 2021.
Employees As of December 31, 2024, Telesat and its subsidiaries had approximately 610 permanent full and part -time employees. Approximately 1.9% of our employees are subject to collective bargaining agreements. Our employee body is primarily comprised of professional engineering, sales and marketing staff, administrative staff and skilled technical workers. We consider our employee relations to be strong. E.
Employees As of December 31, 2025, Telesat and its subsidiaries had approximately 711 permanent full and part -time employees. Approximately 1.6% of our employees are subject to collective bargaining agreements. Our employee body is primarily comprised of professional engineering, sales and marketing staff, administrative staff and skilled technical workers. We consider our employee relations to be strong. E.
Prior to that he was Executive Vice -President and Global Head of Private Investments overseeing PSP Investments global teams managing private equity and infrastructure from September 2015 to June 2020. He has been a Director of Telesat since 2016. Mr.
Stewart was Vice Chair, Investment Committee from June 2020 to June 2021. Prior to that he was Executive Vice -President and Global Head of Private Investments overseeing PSP Investments global teams managing private equity and infrastructure from September 2015 to June 2020. He has been a Director of Telesat since 2016. Mr.
David Morin (2) Montreal, Quebec, Canada 44 Director Managing Director, Private Equity, PSP Investments Dr. Mark H. Rachesky (1) New York, NY, USA 65 Director Founder and Chief Investment Officer, MHR Fund Management LLC Mr. Guthrie Stewart (2) Westmount, Quebec, Canada 69 Director Corporate Director, Former Executive, PSP Investments Mr. Michael B.
David Morin (2) Montreal, Quebec, Canada 45 Director Managing Director, Private Equity, PSP Investments Dr. Mark H. Rachesky (1) New York, NY, USA 66 Director Founder and Chief Investment Officer, MHR Fund Management LLC Mr. Guthrie Stewart (2) Westmount, Quebec, Canada 70 Director Corporate Director, Former Executive, PSP Investments Mr. Michael B.
The following table presents information regarding the ownership of certain classes of shares of Telesat Corporation and Units of Telesat Limited Partnership by our directors and senior management as at March 26, 2025.
The following table presents information regarding the ownership of certain classes of shares of Telesat Corporation and Units of Telesat Limited Partnership by our directors and senior management as at March 16, 2026.
(3) The value attributed to the Share -based Awards in 2024 of $10.69 was derived from the Telesat Corporation share price on the NASDAQ on date of grant, converted into Canadian dollars and multiplied by the number of RSUs and PSUs granted. (4) No option -based awards were granted in 2024.
(3) The value attributed to the Share -based Awards in 2025 of $25.71 was derived from the Telesat Corporation share price on the NASDAQ on date of grant, converted into Canadian dollars and multiplied by the number of RSUs and PSUs granted. (4) No option -based awards were granted in 2025.
Benefits under the defined benefit pension plan are calculated by adding (i) ¼% of the three -year average of the annual maximum pensionable earnings (which was $68,500 for 2024); and (ii) 2.0% of the three year average earnings in excess of the annual maximum pensionable earnings.
Benefits under the defined benefit pension plan are calculated by adding (i) ¼% of the three -year average of the annual maximum pensionable earnings (which was $71,300 for 2025); and (ii) 2.0% of the three year average earnings in excess of the annual maximum pensionable earnings.
He also held two senior positions at AT&T Wireless Services, most recently as Vice President of Acquisitions and Development. Mr. Schwartz graduated magna cum laude from Harvard University in physics and magna cum laude from Harvard Law School. 113 Table of Contents Asit Tandon was appointed Telesat’s Chief Network and Information Officer in January 2025.
He also held two senior positions at AT&T Wireless Services, most recently as Vice President of Acquisitions and Development. Mr. Schwartz graduated magna cum laude from Harvard University in physics and magna cum laude from Harvard Law School. Asit Tandon was appointed Telesat’s Chief Network and Information Officer in January 2025. Prior to joining Telesat, from 2020 to 2024 Mr.
Name Class A Shares Class B Variable Voting Shares Class A Units Class B Units Fully exchanged and converted basis Michael Boychuk — — — — — Jane Craighead — — — — — Richard Fadden — — — — — Daniel Goldberg 656,644 — — — 656,644 (1.29%) Henry Intven — — — — — David Morin — — — — — Mark H.
Name Class A Shares Class B Variable Voting Shares Class A Units Class B Units Fully exchanged and converted basis Michael Boychuk — — — — — Jane Craighead — — — — — Richard Fadden — — — — — Daniel Goldberg 762,708 — — — 762,708 (1.49)% Henry Intven — — — — — David Morin — — — — — Mark H.
Rachesky has significant expertise and perspective as a member of the board of directors of private and public companies engaged in a wide range of businesses. Guthrie Stewart was, until his retirement in June 2021, an executive with global pension fund manager PSP Investments. Most recently, Mr. Stewart was Vice Chair, Investment Committee from June 2020 to June 2021.
Rachesky has significant expertise and perspective as a member of the board of directors of private and public companies engaged in a wide range of businesses. 112 Table of Contents Guthrie Stewart was, until his retirement in June 2021, an executive with global pension fund manager PSP Investments. Most recently, Mr.
Conversion of Awards under Historic Plans In connection with the completion of the Transaction, each holder of Telesat Options, Telesat Tandem SARs and Telesat RSUs pursuant to the Historic Plans was provided with the option to enter into an exchange agreement with Telesat Corporation in respect of his or her Telesat Options, Telesat Tandem SARs and Telesat RSUs (the “Optionholder Exchange Agreements”).
No further RSUs will be granted to executives or employees under the Historic Plans. 118 Table of Contents Conversion of Awards under Historic Plans In connection with the completion of the Transaction, each holder of Telesat Options, Telesat Tandem SARs and Telesat RSUs pursuant to the Historic Plans was provided with the option to enter into an exchange agreement with Telesat Corporation in respect of his or her Telesat Options, Telesat Tandem SARs and Telesat RSUs (the “Optionholder Exchange Agreements”).
Prior to joining Telesat, from 2020 to 2024 Mr. Tandon held various roles with Rogers Communications, most recently serving as the Vice President, Network Technology. Prior to Rogers Communications, from 1992 to 2020 he held technical network leadership roles at Hutchison -3 , Indonesia, Bharti Airtel Ltd., and Siemens Ltd. Mr.
Tandon held various roles with Rogers Communications, most recently serving as the Vice President, Network Technology. Prior to Rogers Communications, from 1992 to 2020 he held technical network leadership roles at Hutchison -3 , Indonesia, Bharti Airtel Ltd., and Siemens Ltd. Mr. Tandon holds a Bachelor of Engineering in Electronics and Communications from Delhi College of Engineering.
As at December 31, 2024, there were 2,129,473 Telesat Public Shares available for issuance under our Omnibus Plan.
As at December 31, 2025, there were 2,046,771 Telesat Public Shares available for issuance under our Omnibus Plan.
Asit Tandon Oakville, Ontario, Canada 54 Chief Network and Information Officer Chief Network and Information Officer, Telesat Vice President of Network Technology, Rogers Communications Ms.
Asit Tandon Ottawa, Ontario, Canada 55 Chief Network and Information Officer Chief Network and Information Officer, Telesat Vice President of Network Technology, Rogers Communications Mr.
No further options will be granted to executives or employees under the Historic Plans. 117 Table of Contents Telesat Restricted Share Units A Telesat restricted share unit (“RSU”) entitled the recipient to receive Non -Voting Participating Preferred Shares of Telesat Canada, which were convertible at the option of the holder into Telesat Common Shares, cash or other property equal in value to of the Telesat Common Shares.
Telesat Restricted Share Units A Telesat restricted share unit (“RSU”) entitled the recipient to receive Non -Voting Participating Preferred Shares of Telesat Canada, which were convertible at the option of the holder into Telesat Common Shares, cash or other property equal in value to of the Telesat Common Shares.
Jane Craighead Elizabethtown, Ontario, Canada 65 Director Corporate Director, Former Senior Vice President, Scotiabank Mr. Richard Fadden Ottawa, Ontario, Canada 73 Director Corporate Director/Advisor Mr. Daniel Goldberg Ottawa, Ontario, Canada 59 Director President and Chief Executive Officer, Telesat Canada Mr. Henry Intven Victoria, British Columbia, Canada 76 Director President, Haro Strait Consulting Inc. Mr.
Jane Craighead Elizabethtown, Ontario, Canada 66 Director Corporate Director Mr. Richard Fadden Ottawa, Ontario, Canada 74 Director Corporate Director/Advisor Mr. Daniel Goldberg Ottawa, Ontario, Canada 60 Director President and Chief Executive Officer, Telesat Mr. Henry Intven Victoria, British Columbia, Canada 77 Director President, Haro Strait Consulting Inc. Mr.
He is currently a member of the following Boards of Directors: (Public) Laurentian Bank of Canada, GDI Integrated Facility Services Inc. and (Private) Cadillac Fairview Corporation and Finchley Pharmaceuticals Inc. Mr.
He is currently a member of the following Boards of Directors: (Public) Laurentian Bank of Canada, GDI Integrated Facility Services Inc. and (Private) Cadillac Fairview Corporation and Finchley Pharmaceuticals Inc. Mr. Boychuk is also a Governor Emiritus of McGill University and previous chair of the university’s audit and pension committees.
The following table describes the impact of certain events upon the rights of holders of Telesat Corporation Options under the Omnibus Plan, including termination for cause, resignation, retirement and termination other than for cause, and death or long -term disability, subject to the terms of a participant’s employment agreement and grant agreement or as otherwise determined by the Telesat Corporation Board in its sole discretion: Event Provisions Termination for cause Immediate forfeiture of all vested and unvested options.
In order to facilitate the payment of the exercise price of the options, the Omnibus Plan has a cashless exercise feature pursuant to which either a broker assisted “cashless exercise” or an “option surrender” subject to the procedures set out in the Omnibus Plan, including the consent of the Telesat Corporation Board, where required. 116 Table of Contents The following table describes the impact of certain events upon the rights of holders of Telesat Corporation Options under the Omnibus Plan, including termination for cause, resignation, retirement and termination other than for cause, and death or long -term disability, subject to the terms of a participant’s employment agreement and grant agreement or as otherwise determined by the Telesat Corporation Board in its sole discretion: Event Provisions Termination for cause Immediate forfeiture of all vested and unvested options.
(2) Represents the portion of the directors’ annual retainer initially taken as Telesat Corporation DSUs (as defined herein). The Telesat Corporation DSU Award increased to 125,000 effective January 1, 2025. Any non -executive director may elect to receive up to 100% of their annual retainer in the form of DSUs in lieu of cash.
(2) Represents the portion of the directors’ annual retainer initially taken as Telesat Corporation DSUs (as defined herein). Any non -executive director may elect to receive up to 100% of their annual retainer in the form of DSUs in lieu of cash. All DSU awards are payable upon cessation of membership on the Telesat Corporation Board.
The corresponding incentive securities have similar vesting terms as the Telesat Options, Telesat Tandem SARs and Telesat RSUs, however, the number of underlying Telesat Public Shares and exercise prices, as applicable, were adjusted to take into consideration the Telesat -to-Telesat Corporation Exchange Ratio.
The corresponding incentive securities have similar vesting terms as the Telesat Options, Telesat Tandem SARs and Telesat RSUs, however, the number of underlying Telesat Public Shares and exercise prices, as applicable, were adjusted to take into consideration the Telesat -to-Telesat Corporation Exchange Ratio which is 0.4136 Telesat Corporation Shares for each Telesat Common Share, Telesat Non -Voting Participating Preferred Share or Telesat Voting Participating Preferred Share (including all outstanding shares in the capital of Telesat underlying Telesat Options, Telesat Tandem SARs and Telesat RSUs).
He was Non -executive Chairman of the Board of Directors of Loral from 2006 to 2021 and was Chairman of the Loral Compensation Committee and a member of the Loral Executive Committee. Dr.
He was Non -executive Chairman of the Board of Directors of Loral from 2006 to 2021 and was Chairman of the Loral Compensation Committee and a member of the Loral Executive Committee. Dr. Rachesky is Non -executive Chairman of the Board of Directors of Lionsgate Studios Corporation, a director of Starz Entertainment Corporation and a director of Titan International, Inc.
DiFrancesco became Telesat’s Vice President, General Counsel and Secretary in 2009. Prior to that, Mr. DiFrancesco served as Senior Vice President, Legal, General Counsel and Secretary of Corel Corporation, a position he held since 2006. From 2003 to 2006, he served as Corel Corporation’s Vice President, Legal, General Counsel and Secretary, and as Corporate Counsel from 2000 to 2003.
She holds a Bachelor of Applied Science, Electrical Engineering from the University of Ottawa. Christopher S. DiFrancesco became Telesat’s Vice President, General Counsel and Secretary in 2009. Prior to that, Mr. DiFrancesco served as Senior Vice President, Legal, General Counsel and Secretary of Corel Corporation, a position he held since 2006.
Our Directors Michael T. Boychuk is a retired senior executive who, since his retirement in 2015, serves as a professional corporate director. He has been a professional Chartered Accountant since 1979 and was in 2012 made a fellow of the Order of Chartered Accountants of Quebec. Prior to his retirement, Mr.
He has been a professional Chartered Accountant since 1979 and was in 2012 made a fellow of the Order of Chartered Accountants of Quebec. Prior to his retirement, Mr.
Katz served in various R&D rolls for Gilat Satellite Networks Ltd, Scientific Atlanta Inc., and Digital Transmission Systems. Mr. Katz holds a Bachelor of Engineering and a Masters of Science in Electrical Engineering from the Georgia Institute of Technology in Atlanta, Georgia. Michael C. Schwartz rejoined Telesat in 2015 as Senior Vice President, Corporate & Business Development.
Katz served in various R&D rolls for Gilat Satellite Networks Ltd, Scientific Atlanta Inc., and Digital Transmission Systems. Mr. Katz holds a Bachelor of Engineering and a Masters of Science in Electrical Engineering from the Georgia Institute of Technology in Atlanta, Georgia. Maia Mititelu was appointed Telesat’s Vice President, Human Resources in May 2025. Ms.
Benefits under this defined benefit plan are based on the employee’s years of service and the plan’s benefit formula.
Defined Benefits Plan Table Telesat maintains a defined benefit pension plan for certain of its employees, including certain NEOs. Benefits under this defined benefit plan are based on the employee’s years of service and the plan’s benefit formula.
All DSU awards are payable upon cessation of membership on the Telesat Corporation Board. All directors are entitled to be reimbursed for expenses reasonably incurred by them in their capacity as directors. C.
All directors are entitled to be reimbursed for expenses reasonably incurred by them in their capacity as directors. C.
Wendling 66,647 — — — 66,647 (0.13%) France Teasdale 3,197 — — — 3,197 (0.01%) ____________ (1) Includes 18,035,092 held by funds affiliated with MHR and 46,136 shares and 15,000 units held directly by Dr. Mark Rachesky. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. 131 Table of Contents
Schwartz — 58,045 — — 58,045 (0.11)% Asit Tandon 1,418 — — — 1,418 (0.00)% Maia Mititelu 2,080 — — — 2,080 (0.00)% ____________ (1) Includes 18,035,092 held by funds affiliated with MHR and 46,136 shares and 15,000 units held directly by Dr. Mark Rachesky. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None.
France Teasdale Chelsea, Quebec, Canada 57 Vice President, People Vice President, People, Telesat Human Resources Director, Héroux -Devtek ____________ (1) If such person is unable or unwilling to serve as a Director, a replacement may be designated pursuant to the Investor Rights Agreement by and between MHR and Telesat Corporation.
Donald Tremblay Gatineau, Quebec, Canada 60 Chief Financial Officer Chief Financial Officer, Telesat, Chief Financial Officer, Champion Iron ____________ (1) If such person is unable or unwilling to serve as a Director, a replacement may be designated pursuant to the Investor Rights Agreement by and between MHR and Telesat Corporation.
From 1998 to 2000, he served as Associate Counsel for the National Hockey League Players’ Association. From 1989 to 1998, he was an Articling Student and then Associate with the law firm of Gowling Lafleur Henderson. He holds a Bachelor of Engineering Science in Mechanical Engineering and a Bachelor of Laws from the University of Western Ontario.
From 2003 to 2006, he served as Corel Corporation’s Vice President, Legal, General Counsel and Secretary, and as Corporate Counsel from 2000 to 2003. From 1998 to 2000, he served as Associate Counsel for the National Hockey League Players’ Association. From 1989 to 1998, he was an Articling Student and then Associate with the law firm of Gowling Lafleur Henderson.
As of December 31, 2024, there were 124,080 restricted share units, with time and performance criteria, issued and outstanding under the Historic Plans. No further RSUs will be granted to executives or employees under the Historic Plans.
As of December 31, 2025, there were no longer any restricted share units, with time and performance criteria, issued and outstanding under the Historic Plans.
As at December 31, 2024 there were 773,178 stock options, 964,705 restricted share units, 555,162 performance share units and 189,434 deferred share units issued and outstanding under the Omnibus Plan. Historic Plans Telesat Holdings Inc.
As at December 31, 2025, there were 699,159 stock options, 707,466 restricted share units, 530,056 performance share units and 232,163 deferred share units issued and outstanding under the Omnibus Plan. Historic Plans Telesat Holdings Inc.
Katz to compensate for equity from his prior employment that would have vested had he not terminated his prior employment to join Telesat.
Katz to compensate for equity from his prior employment that would have vested had he not terminated his prior employment to join Telesat. (9) Andrew Browne, formerly the Chief Financial Officer, retired at the end of November 2025.
Teasdale holds a Bachelor degree in Mechanical Engineering from Ecole Polytechnique in Montreal as well as a Bachelor degree in Management from HEC Montreal. There is no family relationship among our directors and senior management. B. Compensation Overview We operate in a dynamic and rapidly evolving global market.
There is no family relationship among our directors and senior management. 114 Table of Contents B. Compensation Overview We operate in a dynamic and rapidly evolving global market.
(2) If such person is unable or unwilling to serve as a Director, a replacement may be designated pursuant to the Investor Rights Agreement by and between PSP Investments and Telesat Corporation. (3) Such Director serves as the Chief Executive Officer of Telesat Corporation. * David Wendling, former Chief Technical Officer, retired at the end of February 2025.
(2) If such person is unable or unwilling to serve as a Director, a replacement may be designated pursuant to the Investor Rights Agreement by and between PSP Investments and Telesat Corporation. Our Directors Michael T. Boychuk is a retired senior executive who, since his retirement in 2015, serves as a professional corporate director.
Rachesky, M.D. — 46,136 — 18,050,092 18,096,228 (1) (35.56%) Guthrie Stewart — — — — — Michael B. Targoff — 101,872 — — 101,872 (0.20%) Janet Yeung — 13,885 — — 13,885 (0.03%) Michèle Beck 55,505 — — — 55,505 (0.11%) Andrew Browne — 109,306 — — 109,306 (0.21%) Christopher S.
Rachesky, M.D. — 46,138 — 18,050,092 18,096,228 (1) (35.30)% Guthrie Stewart — — — — — Michael B. Targoff — 99,408 — — 99,408 (0.19)% Janet Yeung — 13,885 — — 13,885 (0.03)% Michèle Beck 68,835 — — — 68,835 (0.13)% Donald Tremblay — — — — — Christopher S.
We provide base salary to compensate executive officers for their day -to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent.
We believe that equity -based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long -term interests of our shareholders. We provide base salary to compensate executive officers for their day -to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent.
Rachesky holds an MBA from the Stanford University School of Business, an MD from the Stanford University School of Medicine and a BA in Molecular Aspects of Cancer from the University of Pennsylvania. Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad -based business knowledge and relationships. In addition, Dr.
Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad -based business knowledge and relationships. In addition, Dr.
All equity compensation awards are made pursuant to our Omnibus Plan (as defined below under “Long Term Incentives — Omnibus Long Term Incentive Plan”) that we adopted in connection with completion of the Transaction. 114 Table of Contents We believe that equity -based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long -term interests of our shareholders.
As of the Transaction date, no further awards to executives or employees will be made under the Historic Plans. All equity compensation awards are made pursuant to our Omnibus Plan (as defined below under “Long Term Incentives — Omnibus Long Term Incentive Plan”) that we adopted in connection with completion of the Transaction.
She retired from Scotiabank in 2019 where she was Senior Vice President Global Human Resources for eight years. As a CPA, Ms. Craighead is deemed to be a financial expert.
Jane Craighead is a Chartered Professional Accountant (CPA) and a Chartered Accountant with over 20 years of international experience with public company boards, and over 30 years of experience in accounting and finance. She retired from Scotiabank in 2019 where she was Senior Vice President Global Human Resources for eight years. As a CPA, Ms.
As of December 31, 2024, there were 52,628 stock options issued and outstanding under the Historic Plans.
As of December 31, 2025, there were 49,526 stock options issued and outstanding under the Historic Plans. No further options will be granted to executives or employees under the Historic Plans.
Daniel Goldberg Ottawa, Ontario, Canada 59 President and Chief Executive Officer President and Chief Executive Officer Ms. Michèle Beck Ottawa, Ontario, Canada 59 Senior Vice President, Canadian Sales Senior Vice President, Canadian Sales, Vice President, North American Sales Mr. Andrew Browne Ottawa, Ontario, Canada 69 Chief Financial Officer Chief Financial Officer, Telesat Mr. Christopher S.
Michèle Beck Ottawa, Ontario, Canada 60 Senior Vice President, Canadian Sales Senior Vice President, Canadian Sales, Vice President, North American Sales Mr. Christopher S. DiFrancesco Ottawa, Ontario, Canada 62 Vice President, General Counsel and Secretary Vice President, General Counsel and Secretary Mr.
DiFrancesco Ottawa, Ontario, Canada 61 Vice President, General Counsel and Secretary Vice President, General Counsel and Secretary Mr. John Flaherty Ottawa, Ontario, Canada 59 Vice President, Business Planning & Marketing Vice President, Business Planning & Marketing Mr. Michel Forest Ottawa, Ontario, Canada 58 Chief Technology Officer Chief Technology Officer, Telesat Vice President of LEO System Engineering, Telesat Mr.
Michel Forest Ottawa, Ontario, Canada 59 Chief Technology Officer Chief Technology Officer, Telesat Vice President of LEO System Engineering, Telesat Mr. Glenn Katz St. Albans, VT USA 63 Chief Commercial Officer Chief Commercial Officer, Telesat, Senior Vice President and General Manager, Comcast Ms.
Targoff (1) Jupiter, FL, USA 80 Director Former Vice Chairman, Loral Space & Communications Inc. Janet Yeung (1) New York, NY, USA 60 Director Principal and General Counsel, MHR Fund Management LLC 109 Table of Contents Name Province/State and Country of Residence Age as of December 31, 2024 Position Principal Occupation for the Last 5 Years Senior Management* Mr.
Targoff (1) Jupiter, FL, USA 81 Director Former Vice Chairman, Loral Space & Communications Inc. Janet Yeung (1) New York, NY, USA 61 Director Principal and General Counsel, MHR Fund Management LLC Senior Management* Mr. Daniel Goldberg Ottawa, Ontario, Canada 60 President and Chief Executive Officer President and Chief Executive Officer Ms.
Pensions are indexed to 50% of the consumer price index for each year.
Pensions are indexed to 50% of the consumer price index for each year. We also maintain a defined contributions pension plan for our employees, including certain NEOs hired after January 2024.
The values shown are estimated based on assumptions and represent entitlements that may change over time. 122 Table of Contents DIRECTOR COMPENSATION Telesat Corporation has implemented a director compensation program that attracts and retains global talent to serve on the Telesat Corporation Board, taking into account the risks and responsibilities of being an effective director.
In respect of the NEOs, below is a table related to Telesat’s defined contributions plan: Name and Principal Position Accumulated value at start of the year ($) Compensatory change ($) Non- compensatory change ($) Accumulated value at year end ($) Donald Tremblay, — $ 9,000 $ 6,000 $ 13,000 Chief Financial Officer 123 Table of Contents DIRECTOR COMPENSATION Telesat Corporation has implemented a director compensation program that attracts and retains global talent to serve on the Telesat Corporation Board, taking into account the risks and responsibilities of being an effective director.
Goldberg, 18.3 903,000 1,166,000 15,226,000 894,000 230,000 16,350,000 President and Chief Executive Officer Andrew Browne, 5.1 131,000 131,000 1,213,000 — 393,000 1,606,000 Chief Financial Officer Michael Schwartz, 10.8 249,000 249,000 4,110,00 — 9,000 4,119,000 Senior Vice President, Corporate & Business Development David Wendling, 32.3 389,000 422,000 5,837,000 215,000 556,000 6,608,000 Chief Technical Officer Glenn Katz, 3.2 63,000 110,000 615,000 203,000 132,000 950,000 Chief Commercial Officer ____________ Notes: (1) As at December 31, 2024.
Goldberg, 19.3 $ 980,000 $ 1,200,000 $ 16,350,000 $ 750,000 $ 160,000 $ 17,260,000 President and Chief Executive Officer Andrew Browne 6.0 $ 159,000 $ 159,000 $ 1,606,000 — $ 22,000 $ 1,628,000 Former Chief Financial Officer Michael Schwartz, 10.8 $ 249,000 $ 249,000 $ 4,119,000 — $ (174,000 ) $ 3,945,000 Senior Vice President, Corporate & Business Development Glenn Katz, 4.2 $ 85,000 $ 114,000 $ 950,000 $ 194,000 $ 20,000 $ 1,164,000 Chief Commercial Officer Christopher DiFrancesco, 17.0 $ 210,000 $ 315,000 $ 3,030,000 $ 110,000 $ 41,000 $ 3,181,000 Vice President, General Counsel and Secretary ____________ Notes: (1) As at December 31, 2025.
Rachesky is Non -executive Chairman of the Board of Directors of Lions Gate Entertainment Corp, a director of Lions Gate Studios Corp, and a director of Titan International, Inc. He previously served on the Board of Directors of Navistar International Corporation and Emisphere Technologies, Inc. Dr.
He previously served on the Board of Directors of Navistar International Corporation and Emisphere Technologies, Inc. Dr. Rachesky holds an MBA from the Stanford University School of Business, an MD from the Stanford University School of Medicine and a BA in Molecular Aspects of Cancer from the University of Pennsylvania. Dr.
Glenn Katz St. Albans, VT USA 62 Chief Commercial Officer Chief Commercial Officer, Telesat, Senior Vice President and General Manager, Comcast Mr. Michael C. Schwartz Tucson, AZ USA 60 Senior Vice President, Corporate & Business Development Senior Vice President, Corporate & Business Development Mr.
Maia Mititelu Ottawa, Ontario, Canada 45 Vice President, Human Resources Vice President, Telesat, Global Human Resources Manager, Telesat Canada Mr. Michael C. Schwartz Tucson, AZ USA 61 Senior Vice President, Corporate & Business Development Senior Vice President, Corporate & Business Development Mr.
Removed
Boychuk is also a Governor Emiritus of McGill University and previous chair of the university’s audit and pension committees. 110 Table of Contents Jane Craighead is a Chartered Professional Accountant (CPA) and a Chartered Accountant with over 20 years of international experience with public company boards, and over 30 years of experience in accounting and finance.
Added
John Flaherty Ottawa, Ontario, Canada 60 Vice President, Business Planning & Marketing Vice President, Business Planning & Marketing 110 Table of Contents Name Province/State and Country of Residence Age as of December 31, 2025 Position Principal Occupation for the Last 5 Years Mr.
Removed
She holds a Bachelor of Applied Science, Electrical Engineering from the University of Ottawa. Andrew Browne was appointed Chief Financial Officer of Telesat in December 2019.
Added
Craighead is deemed to be a financial expert.
Removed
Prior to that, he was the Chief Financial Officer of SES S.A. from February 2018 to September 2019, Chief Financial Officer of O3b Networks from 2013 to 2018, and Chief Financial Officer and member of the management board at SES from 2010 to 2013. Mr.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(4) — 809,200 — — — 809,200 (1.59 %) ____________ (1) Certain individuals and entities hold Class A Units, Class B Units or Class C Units of Telesat Partnership, which are redeemable, at the election of such holder, for newly issued shares of Class A Shares, Class B Variable Voting Shares or Class C Shares, respectively, on a one -for-one basis (and such holders’ Class A Units, Class B Units or Class C Units, as the case may be, will be cancelled on a one -for-one basis upon any such issuance).
Biggest change(5) — 46,136 — 18,050,092 — 18,096,228 (35.48)% GAMCO Investors, Inc (4) — 2,602,283 — — — 2,602,283 (5.10)% Heard Capital LLC (4) — 1,227,343 — — — 1,227,343 (2.41)% Rubric Capital Management LP (4) — 843,781 — — — 843,781 (1.65)% Greywolf Capital Management (4) — 860,551 — — — 860,551 (1.69)% ____________ (1) Certain individuals and entities hold Class A Units, Class B Units or Class C Units of Telesat Partnership, which are redeemable, at the election of such holder, for newly issued shares of Class A Shares, Class B Variable Voting Shares or Class C Shares, respectively, on a one -for-one basis (and such holders’ Class A Units, Class B Units or Class C Units, as the case may be, will be cancelled on a one -for-one basis upon any such issuance).
Until the occurrence of an Unwind Transaction, a simple majority of votes cast by the holders of Telesat Corporation Shares and Special Voting Shares, voting together as a single class, will be required to approve a Second Tabulation Matter, as defined and described below. 133 Table of Contents The following table summarizes the voting power of the different classes of Telesat Corporation Shares and Telesat Partnership Units: Class Voting For Directors All Other Votes Second Tabulation Votes Class A Shares 1 vote per share 1 vote per share 1 vote per share Class B Variable Voting Shares 1 vote per share; provided that any voting power of a single holder in excess of one -third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described in Exhibit 2.6 under the section “Description of Share Capital — Meetings and Voting Rights — Golden Share Mechanic”) will effectively be transferred to the Golden Share. 1 vote per share Class C Fully Voting Shares 1 vote per share 1 vote per share 1 vote per share Class C Limited Voting Shares No votes 1 vote per share 1 vote per share Class A Units (voted via the Class A Special Voting Share) 1 vote per share 1 vote per unit 1 vote per share Class B Units (voted via the Class B Special Voting Share) 1 vote per unit; provided that any voting power of a single holder in excess of one -third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described in Exhibit 2.6 under the section “Description of Share Capital — Meetings and Voting Rights — Golden Share Mechanic”) will effectively be transferred to the Golden Share. 1 vote per unit Class C Units (voted via the Class C Special Voting Share) Limited votes to ensure compliance with restrictions applicable to PSP Investments pursuant to its constating legislation. 1 vote per unit 1 vote per unit Golden Share A number of votes equal to the sum of: • A number of votes such that the votes cast by the holders of Class A Shares and Class A Units, Class C Shares and Class C Units, and the Golden Share represent a simple majority of the votes cast; and • The number of votes transferred from the Class B Shares and Class B Units, if applicable.
Until the occurrence of an Unwind Transaction, a simple majority of votes cast by the holders of Telesat Corporation Shares and Special Voting Shares, voting together as a single class, will be required to approve a Second Tabulation Matter, as defined and described below. 134 Table of Contents The following table summarizes the voting power of the different classes of Telesat Corporation Shares and Telesat Partnership Units: Class Voting For Directors All Other Votes Second Tabulation Votes Class A Shares 1 vote per share 1 vote per share 1 vote per share Class B Variable Voting Shares 1 vote per share; provided that any voting power of a single holder in excess of one -third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described in Exhibit 2.6 under the section “Description of Share Capital — Meetings and Voting Rights — Golden Share Mechanic”) will effectively be transferred to the Golden Share. 1 vote per share Class C Fully Voting Shares 1 vote per share 1 vote per share 1 vote per share Class C Limited Voting Shares No votes 1 vote per share 1 vote per share Class A Units (voted via the Class A Special Voting Share) 1 vote per share 1 vote per unit 1 vote per share Class B Units (voted via the Class B Special Voting Share) 1 vote per unit; provided that any voting power of a single holder in excess of one -third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described in Exhibit 2.6 under the section “Description of Share Capital — Meetings and Voting Rights — Golden Share Mechanic”) will effectively be transferred to the Golden Share. 1 vote per unit Class C Units (voted via the Class C Special Voting Share) Limited votes to ensure compliance with restrictions applicable to PSP Investments pursuant to its constating legislation. 1 vote per unit 1 vote per unit Golden Share A number of votes equal to the sum of: • A number of votes such that the votes cast by the holders of Class A Shares and Class A Units, Class C Shares and Class C Units, and the Golden Share represent a simple majority of the votes cast; and • The number of votes transferred from the Class B Shares and Class B Units, if applicable.
“—” — “Compensation” — “Director Compensation”. 135 Table of Contents Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers pursuant to which we have agreed to indemnify them against a number of fees, costs, charges and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of the Company or who act or acted at the Company’s request as a director and/or officer or in a similar capacity of other entities.
“—” — “Compensation” — “Director Compensation”. 136 Table of Contents Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers pursuant to which we have agreed to indemnify them against a number of fees, costs, charges and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of the Company or who act or acted at the Company’s request as a director and/or officer or in a similar capacity of other entities.
In order to maintain Telesat Corporation’s status as Canadian, the Telesat Corporation Articles employ a variable voting mechanism by way of, amongst other controls, the “Golden Share;” the voting power attributed to the Golden Share will vary to ensure that the aggregate number of votes cast by Canadians, including Red Isle, with respect to a particular matter, will equal a simple majority of all votes cast in respect of such matter, resulting in the dilution of the voting power of Telesat Corporation’s non -Canadian shareholders.
In order to maintain Telesat Corporation’s status as Canadian, the Telesat Corporation Articles employ a variable voting mechanism by way of, amongst other controls, the “Golden Share;” the voting power attributed to the Golden Share will vary to ensure that the aggregate number of votes cast by Canadians, including Red 133 Table of Contents Isle, with respect to a particular matter, will equal a simple majority of all votes cast in respect of such matter, resulting in the dilution of the voting power of Telesat Corporation’s non -Canadian shareholders.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders. The following table sets forth the ownership of holders that are the beneficial owners of 5% or more of each class of shares of Telesat Corporation or each class of units of Telesat Partnership as at March 14, 2025.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders. The following table sets forth the ownership of holders that are the beneficial owners of 5% or more of each class of shares of Telesat Corporation or each class of units of Telesat Partnership as at March 14, 2026.
Name Class A Shares Class B Variable Voting Shares Class C Shares Class B Units Class C Units Fully exchanged and converted basis (1)(2) PSP Investments (3) — — 112,841 — 18,098,362 18,211,203 (35.79 %) MHR Fund Management and Mark H. Rachesky, M.D.
Name Class A Shares Class B Variable Voting Shares Class C Shares Class B Units Class C Units Fully exchanged and converted basis (1)(2) PSP Investments (3) — — 112,841 — 18,098,362 18,211,203 (35.71)% MHR Fund Management and Mark H. Rachesky, M.D.
In the table, the percentage of Telesat Corporation Shares beneficially owned is based on Telesat Corporation Shares outstanding as of March 14, 2025. These amounts assume all Class A Units, Class B Units and Class C Units have been exchanged into Telesat Corporation Shares on a one -for-one basis.
In the table, the percentage of Telesat Corporation Shares beneficially owned is based on Telesat Corporation Shares outstanding as of March 14, 2026. These amounts assume all Class A Units, Class B Units and Class C Units have been exchanged into Telesat Corporation Shares on a one -for-one basis.
As of December 31, 2024, the aggregate amount of expenses incurred by Telesat Corporation and its subsidiaries for services received in 2024 was approximately US$0.6 million. Agreements with Directors and Officers We have entered into employment or service agreements with members of executive management. See Item 6.B. “Directors, Senior Management and Employees” — “Compensation” — “Executive Compensation”.
As of December 31, 2025, the aggregate amount of expenses incurred by Telesat Corporation and its subsidiaries for services received in 2025 was approximately US$0.7 million. Agreements with Directors and Officers We have entered into employment or service agreements with members of executive management. See Item 6.B. “Directors, Senior Management and Employees” — “Compensation” — “Executive Compensation”.
No votes Change in Control Arrangements We are not aware of any arrangement that may at a subsequent date, result in a change of control of the Company. 134 Table of Contents B.
No votes Change in Control Arrangements We are not aware of any arrangement that may at a subsequent date, result in a change of control of the Company. 135 Table of Contents B.
(5) Includes the 18,035,092 held by funds affiliated with MHR Fund Management and 46,136 shares and 15,000 units held directly by Dr.
(5) Includes the 18,035,092 units held by funds affiliated with MHR Fund Management and 46,136 shares and 15,000 units held directly by Dr. Mark Rachesky.
Mark Rachesky. 132 Table of Contents The portion of each class of securities held by jurisdiction and the number of record holders, as of March 21, 2025, is as follows: Securities Number of holders Percentage of holdings per class of securities Class A Shares and Class B Variable Voting Shares United States 123 87.3 % Canada 3 12.7 % Other 3 — % Class C Shares Canada 1 100.0 % Class A and B Limited Partnership Units United States 39 100.0 % Class C Limited Partnership Units Canada 1 100.0 % Significant Changes in Ownership None Voting Rights The holders of Class A Shares, Class B Variable Voting Shares, Class C Shares, Special Voting Shares, Telesat Corporation Super Voting Shares and the Golden Share will generally be entitled to receive notice of and attend meetings of Telesat Corporation’s shareholders and receive copies of all proxy materials, information statements and other written communications, including from third parties, given in respect of Telesat Public Shares.
The portion of each class of securities held by jurisdiction and the number of record holders, as of March 21, 2026, is as follows: Securities Number of holders Percentage of holdings per class of securities Class A Shares and Class B Variable Voting Shares United States % Canada % Other — % Class C Shares Canada 100.0 % Class A and B Limited Partnership Units United States 100.0 % Class C Limited Partnership Units Canada 100.0 % Significant Changes in Ownership None Voting Rights The holders of Class A Shares, Class B Variable Voting Shares, Class C Shares, Special Voting Shares, Telesat Corporation Super Voting Shares and the Golden Share will generally be entitled to receive notice of and attend meetings of Telesat Corporation’s shareholders and receive copies of all proxy materials, information statements and other written communications, including from third parties, given in respect of Telesat Public Shares.
(4) These share amounts are based on a schedule 13D filing by GAMCO Investors filed on December 18, 2024, a 13F filing by Rubric Capital Management filed on February 14, 2025, a 13F filing by Heard Capital filed on February 14, 2025, a 13F filing by LM Asset on February 20, 2025, and a 13G filing by Greywolf Capital Management on February 12, 2025.
(4) These share amounts are based on a schedule 13F filing by GAMCO Investors filed on February 5, 2026, a 13F filing by Rubric Capital Management filed on February 13, 2026, a 13F filing by Heard Capital filed on February 17, 2026, and a 13G filing by Greywolf Capital Management on February 12, 2025.
Removed
(5) — 46,136 — 18,050,092 — 18,096,228 (35.56 %) GAMCO Investors, Inc (4) — 2,852,271 — — — 2,852,271 (5.61 %) Heard Capital LLC (4) — 1,713,307 — — — 1,713,307 (3.37 %) Rubric Capital Management LP (4) — 959,764 — — — 959,764 (1.89 %) Greywolf Capital Management (4) — 860,551 — — — 860,551 (1.69 %) LM Asset (IM) Inc.

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