Telesat Corp
For the period ended May 7, 2025. Filed May 7, 2025.
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May 7, 2025 · Filed May 7, 2025
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Contents
EX-99.4 · PROXY SOLICITATION INFORMATION
PROXY SOLICITATION INFORMATION
This Information Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of Telesat for use at the Meeting and any adjournment or postponement thereof. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast athttps://meetnow.global/MXJNQQV. Shareholders will not be able to physically attend the Meeting. For a summary of how Shareholders may attend the Meeting online, see “Attending and Voting at the Virtual Meeting” below.
Shareholder’s proxies are being solicited by the management of the Company and the associated costs are being borne by the Company. The solicitation is being made primarily by sending certain proxy-related materials to Shareholders by mail, and with respect to the delivery of the Notice of Meeting and this Information Circular, by posting the Notice of Meeting and this Information Circular on the Company’s profile on SEDAR+ atwww.sedarplus.ca and by making such materials electronically available at a website hosted by Computershare, as provided in the package received by Shareholders, pursuant to the notice-and-access mechanism. Shareholder proxies may also be solicited personally or by telephone, facsimile, oral communication or in person by officers or directors of the Company, at a nominal cost. In accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer(“NI 54-101”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the non-registered (beneficial) owners of Telesat Corporation Shares (“Non-Registered Holders”) held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so.
Registered Shareholders and Holders of Exchangeable Units
A Shareholder is a registered Shareholder (a “Registered Holder”) if shown on April 24,2025 (the “Record Date”) on the list of Shareholders kept by Computershare, as registrar and transfer agent of the Company. Registered Holders will receive a form of proxy from Computershare representing the Telesat Corporation Shares held by the Registered Holder.
Registered Holders may attend, ask questions and vote at the virtual only Meeting via live audio webcast online athttps://meetnow.global/MXJNQQV. See “Attending and Voting at the Virtual Meeting” below.
Registered holders of Exchangeable Units of the Partnership shown on the Record Date on the list of holders of Exchangeable Units kept by Computershare will receive a voting instruction form representing an equal number of votes such holder of Exchangeable Units would have if such Exchangeable Units were exchanged and converted into the corresponding class of Telesat Corporation Share. Holders of Exchangeable Units are indirectly entitled to vote in respect of matters on which holders of Telesat Corporation Shares are entitled to vote, including in respect of the election of directors of Telesat, through the Special Voting Shares.
The Special Voting Shares are held by TSX Trust Company (in its capacity as “Trustee” of the Voting Trust), entitling the Trustee to that number of votes on applicable matters on which holders of Telesat Corporation Shares are entitled to vote that is equal to the number of Telesat Corporation Shares into which the Exchangeable Units held by the holders of such Exchangeable Units on the applicable record date are convertible. Pursuant to the amended and restated Telesat Partnership LP limited partnership agreement (the “Partnership Agreement”), each holder of Exchangeable Units has the right to direct Telesat Corporation as to how to instruct the Trustee to vote the voting power of the Special Voting Shares corresponding to such holder’s Exchangeable Units. Telesat, the Partnership and the Trustee have entered into the Trust Voting Agreement (a copy of which has been filed under the Company’s profile on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov). Pursuant to the Trust Voting Agreement, the Trustee is required to cast such votes in accordance with voting instructions provided to it by Telesat Corporation, in its capacity as general partner of the Partnership. For further information, see “Description of Share Capital and Voting Structure.”
Advice to Non-Registered Shareholders
In many cases, Telesat Corporation Shares beneficially owned by a Non-Registered Holder are registered either:
in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Telesat Corporation Shares. Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered education savings plans, registered disability savings plans, tax-free savings accounts (as such terms are used in the Tax Act and the regulations thereunder, as amended from time to time) and similar plans; or
in the name of a depository or clearing agency (such as CDS & Co.) of which the Intermediary is a participant.
Non-Registered Holders do not appear on the list of Shareholders of the Company maintained by Computershare.
In accordance with Canadian securities laws, the Company has distributed copies of the notice-and-access notice and voting instruction form directly to non-objecting Non-Registered Holders and to Intermediaries for onward distribution to Non-Registered Holders that are objecting beneficial owners. Non-Registered Holders who have previously provided standing instructions will receive a printed copy of the Meeting Materials.
Intermediaries are required to forward Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company to forward the Meeting Materials to Non-Registered Holders. Non-Registered Holders, other than non-objecting beneficial owners, will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Telesat Corporation Shares they beneficially own. Non-Registered Holders who have not waived the right to receive Meeting Materials should follow the procedures set out below, depending on which type of form they receive:
Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting (or have another person attend and vote on the holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non-Registered Holder wishes to attend and vote at the Meeting (or have another person attend and vote on the holder’s behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder; or
Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Telesat Corporation Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting (or have another person attend and vote on the holder’s behalf), the Non-Registered Holder must complete the form of proxy and deposit it with Computershare, either in person, by mail or courier, to 100 University Avenue, 8 th Floor, Toronto, Ontario, M5J 2Y1, or via the internet atwww.investorvote.com. If a Non-Registered Holder wishes to attend and vote at the Meeting (or have another person attend and vote on the holder’s behalf), the Non-Registered Holder must insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided, and register the Non-Registered Holder (or such other person) for the online Meeting by contacting Computershare. See “Appointment of Proxies” below.
In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Telesat Corporation Shares which they beneficially own. Non-Registered Holders should carefully follow the instructions on the form of proxy or voting instruction form that they receive from their Intermediary in order to vote the Telesat Corporation Shares that are held through that Intermediary. In addition, Non-Registered Holders are reminded that registering a Non-Registered Holder or third-party proxyholder online, as applicable, is an additional step to be completed after submitting the proxy authorization form if such persons are to receive an invite code (“Invite Code”) and vote at the Meeting.
See “Attending and Voting at the Virtual Meeting” below.
Non-Objecting Beneficial Owners
The notice-and-access notice and voting instruction form are being sent to both Registered Holders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions or form of proxy delivered to you.
Appointment of Proxies – Holders of Telesat Corporation Shares
The persons named in the accompanying form of proxy, Daniel S. Goldberg, or failing him, Christopher DiFrancesco (the “Management Nominees”), have been selected by the Board, and have indicated their willingness, to represent Shareholders who appoint them as their proxy for the Meeting.
The Management Nominees named in the accompanying form of proxy are directors or officers of the Company. A Shareholder has the right to designate a person (who need not be a Shareholder) other than the Management Nominees to represent him, her or it at the Meeting. Such right may be exercised by striking out the names of the specified persons and inserting in the space provided for that purpose on the enclosed form of proxy the name of the person to be designated or by completing another proper form of proxy. Such Shareholder should notify the nominee of the appointment, obtain his or her consent to act as proxy and should provide instructions on how the Telesat Corporation Shares held by the Shareholder are to be voted. In any case, a form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached where an attorney has executed the form of proxy.
Shareholders who wish to appoint someone other than the Management Nominees to attend the Meeting as their proxy and vote their Telesat Corporation Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder, AND register that proxyholder, as described below. Registering the proxyholder is an additional step that must be completed AFTER the form of proxy or voting instruction form has been submitted. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code, which is used as their online sign-in credentials and is required for them to vote at the Meeting.
Step 1 – Submit form of proxy or voting instruction form. Registered Holders unable to attend the Meeting are requested to complete, sign and date the accompanying form of proxy, and to return it, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy thereof, to the Company’s transfer agent, Computershare, either in person, by mail or courier, to 100 University Avenue, 8 th Floor, Toronto, Ontario, M5J 2Y1, or via the internet atwww.investorvote.com. This must be completed before registering the proxyholder to attend the Meeting online, which is an additional step completed once the form of proxy or voting instruction form is submitted.
Non-Registered Holders who receive the proxy through an Intermediary must deliver the proxy in accordance with the instructions given by such Intermediary.
To be effective, proxies must be received by Computershare not later than 2:00 p.m. (Ottawa time) on June 13, 2025 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted
or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.
Step 2 - Register your proxyholder: To register a third party proxyholder, Shareholders must visit http://www.computershare.com/telesat by 2:00 p.m. (Ottawa time) on June 13, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting, and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with an Invite Code by email. Without an Invite Code, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend the Meeting online as a guest.
Revocation of Proxies
A Shareholder who has given a form of proxy may revoke it as to any matter on which a vote has not already been held pursuant to its authority by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized and deposited at either the above mentioned office of Computershare by not later than 2:00 p.m. (Ottawa time) on June 13, 2025 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy. Notwithstanding the foregoing, if a Registered Holder attends personally at the Meeting, such Registered Holder may revoke the proxy and vote at the Meeting.
Only Registered Holders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must arrange for their respective Intermediary to revoke the proxy on their behalf.
A Shareholder who logs in to the Meeting online using their Control Number (as defined below) and accepts the terms and conditions will be revoking any and all previously submitted proxies, and will be provided the opportunity to vote online by ballot. See “Attending and Voting at the Virtual Meeting” below.
Voting of Proxies
The persons named in the accompanying form of proxy will vote the Telesat Corporation Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. In the absence of such direction, the Telesat Corporation Shares represented by such Shareholder’s proxy or voting instruction form will be voted by the persons named in the enclosed form of proxy: (i)IN FAVOUR of the election of the nominees for the Telesat Corporation Board named herein (the “Director Nominees”) as members of the Board; and (ii)IN FAVOUR of there-appointment of Deloitte LLP Chartered Professional Accountants as auditors of the Company and for the Board to fix such auditors’ remuneration.
Exercise of Discretion of Proxy
The accompanying form of proxy confers discretionary authority upon the persons named therein, including the Management Nominees, with respect to any amendments or variations to matters identified in the Notice of Meeting and this Information Circular and with respect to matters that may properly come before the Meeting. As of the date of this Information Circular, management of the Company does not know of any amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting and this Information Circular. With respect to amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or
postponement thereof, Telesat Corporation Shares represented by properly executed proxies will be voted by the persons so designated in their discretion.
No Other Business
The Company knows of no matter to come before the Meeting other than those set forth above and in the Notice of Meeting. However, if any other matters do arise, the Management Nominees named in the proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters set out in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment or postponement of the Meeting.
Appointment of Proxies – Holders of Exchangeable Units
Should a holder of Exchangeable Units want to exercise personally the votes attributable to such Exchangeable Units (the “Beneficiary Votes”), such holder must provide instructions to Telesat Corporation, as general partner of the Partnership, by no later than 5:00 pm on June 10, 2025 and Telesat Corporation will instruct the Trustee to sign and deliver to such holder (or its designee) a proxy to the holder (or its designee) permitting the holder or such designee to attend the Meeting and exercise personally, as proxy of the Trustee, the Beneficiary Votes.
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