Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)

20/05/2024 12:00pm

Edgar (US Regulatory)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant toRule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of May 2024

Commission File No.: 001-41083

TELESAT CORPORATION

(Name of Registrant)

160 Elgin Street, Suite 2100, Ottawa, Ontario,Canada K2P 2P7

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒Form 40-F ☐

EXHIBITS

The following information is furnished to the Securities and ExchangeCommission as part of this report on Form 6-K:

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2

Exhibit 99.1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN thatthe annual general and special meeting (the “Meeting”) of the holders (collectively, the “Shareholders”)of Class A Common Shares, Class B Variable Voting Shares, Class C Fully Voting Shares, and Class C Limited Voting Shares (collectively,the “Telesat Corporation Shares”) of Telesat Corporation (“Telesat” or the “Company”),as well as the holder of the Class A Special Voting Share, the Class B Special Voting Share, the Class C Special Voting Share (collectively,the “Special Voting Shares”) and the Golden Share of Telesat will be held in a virtual only meeting format via liveaudio webcast online at https://meetnow.global/MZCGDNP at 2:00 p.m. (Ottawa time) on June 18, 2024.

The Meeting is being held to considerthe following matters:

The managementinformation circular (the “Information Circular”) provides additional information relating to proxies and the mattersto be dealt with at the Meeting and forms part of this notice. Shareholders should access and review all of the information containedin the Information Circular before voting.

Each person who is a holder of recordof Telesat Corporation Shares at the close of business on April 25, 2024 (the “Record Date”) is entitled to receivenotice of, and to attend and vote at, the Meeting, and any adjournment or postponement thereof. In addition, holders of Class A Units,Class B Units and Class C Units (collectively, “Exchangeable Units”) of Telesat Partnership LP at the close of businesson April 25, 2024 are entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement thereof.Holders of such Exchangeable Units will be entitled to vote at the Meeting pursuant to the Special Voting Shares and the Trust VotingAgreement, as further described in the Information Circular.

The Company is electing to hold theMeeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend theMeeting.

Registered Shareholders, holdersof Exchangeable Units, and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online. Non-registeredShareholders (being those who beneficially own Telesat Corporation Shares that are registered in the name of an intermediary such as abank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) whohave not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able tovote or ask questions at the Meeting.

Registered Shareholders not planningor unable to attend the Meeting are requested to read the Information Circular and the form of proxy which accompanies this notice andto complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which itwas signed (or a notarially certified copy thereof) to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”),either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com.To be effective, proxies must be received by Computershare not later than 2:00 p.m. (Ottawa time) on June 14, 2024 or 48 hours (excludingSaturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected bythe chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.If you are holder of Exchangeable Units, you must provide your voting instructions to Telesat Corporation, as general partner of the Partnership,not later than 5:00 p.m. (Ottawa time) on June 12, 2024 or 48 hours prior to the proxy cut-off for any adjournment or postponement ofthe Meeting. Holders of Exchangeable Units must provide instructions to appoint a proxy, as described in the voting information form,by 5:00 pm on June 11, 2024.

Non-registered Shareholders who receivedthe proxy through an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.

A Shareholder who wishes to appointa person other than the Telesat proxyholder nominees identified on the form of proxy or voting instruction form (including a non-registeredShareholder who wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow theinstructions in the Information Circular and on their form of proxy or voting instruction form accompanying this notice. These instructionsinclude the additional step of registering such proxyholder with Computershare after submitting a form of proxy or voting instructionform. Failure to register will result in the proxyholder not receiving an invite code, which is used as their online sign-in credentialsand is required for them to vote at the Meeting. Without an invite code, such proxyholder will only be able to attend the Meeting onlineas a guest. Non-registered Shareholders located in the United States must also provide Computershare with a duly completed legal proxyby email to uslegalproxy@computershare.com, or by courier to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto,ON M5J 2Y1, if they wish to vote at the Meeting or appoint a third-party as their proxyholder.

The Company is using the “notice-and-access”procedures adopted by the Canadian Securities Administrators for the delivery of the Information Circular, the Company’s auditedannual financial statements for the year ended December 31, 2023 along with the related management’s discussion and analysis. Under“notice-and-access”, Shareholders as of the Record Date are to receive a proxy form or voting instruction form enabling suchholder to vote at the Meeting and a notice-and-access notification containing information about how to electronically access the InformationCircular and Telesat’s audited annual financial statements for the year ended December 31, 2023 along with the related management’sdiscussion and analysis. Shareholders are reminded to review the Information Circular prior to voting. The Information Circular,the Company’s audited annual financial statements and the associated management’s discussion and analysis can be viewed onlineat https://www.telesat.com/investor-relations/ or under the Company’s profile on SEDAR+ at www.sedarplus.com and on EDGARat www.sec.gov. Registered Shareholders and non-registered Shareholders who have previously provided standing instructions to receivepaper copies will receive such documents by mail.

For more information regarding notice-and-accessor to obtain a paper copy of these documents you may call Computershare toll-free at 1-866-962-0498 (or from outside of North America:1 (514) 982-8716)

DATED at Ottawa, Ontario this 25^th day ofApril, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) “Christopher DiFrancesco”

Christopher DiFrancesco

Vice President, General Counsel and Secretary

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

TELESAT CORPORATION

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETINGOF SHAREHOLDERS
TO BE HELD ON JUNE 18, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

April 25, 2024

April 25, 2024

Dear Shareholder,

We are pleased to enclose the Notice of Meetingfor the annual general and special meeting (“Meeting”) of Telesat Corporation (“Telesat” or the“Company”). The Meeting will be held in a virtual-only meeting format via live webcast online at 2:00 p.m. (Ottawatime) on June 18, 2024.

Registered Shareholders, holders of ExchangeableUnits, and duly appointed proxyholders will be able to attend, ask questions, and vote at the Meeting online. If you will not be attending,appointment of a proxyholder by shareholders may be completed at http://www.computershare.com/telesat and voting may be completed atwww.investorvote.com. Holders of Exchangeable Units should follow the directions to appoint a proxy as set out in the voting instructionform they received and as described in the Management Information Circular that follows. Additional proxy deadline details are outlinedin the Management Information Circular that follows.

The Meeting is being held to review the auditedconsolidated financial statements of Telesat for the fiscal year ended December 31, 2023, elect the board of directors (“Board”)of the Company, re-appoint the auditors of the Company for the ensuing year and authorize the Board to fix the remuneration to be paidto the auditors, and to consider a proposed amendment to the Company’s long-term equity incentive plan to increase the number ofTelesat shares available for issuance under the plan. The Management Information Circular provides additional information relating tothe proxies and the matters to be dealt with at the Meeting. Shareholders should access and review all of the information in the ManagementInformation Circular before voting.

Recommendation:

Your Board believes that the resolutions containedin the Notice of Meeting are in the best interests of the Company and Shareholders as a whole and recommends you to vote in favour ofthem, as your directors intend to do in respect of their beneficial shareholdings.

Yours sincerely,

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETINGOF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annualgeneral and special meeting (the “Meeting”) of the holders (collectively, the “Shareholders”) ofClassA Common Shares, ClassB Variable Voting Shares, ClassC Fully Voting Shares, and ClassC Limited Voting Shares(collectively, the “Telesat Corporation Shares”) of Telesat Corporation (“Telesat” or the “Company”),as well as the holder of the ClassA Special Voting Share, the ClassB Special Voting Share, the ClassC Special VotingShare (collectively, the “Special Voting Shares”) and the Golden Share of Telesat will be held in a virtual only meetingformat via live audio webcast online at https://meetnow.global/MZCGDNP at 2:00 p.m. (Ottawa time) on June 18, 2024.

The Meeting is being held to consider the followingmatters:

The management information circular (the “InformationCircular”) provides additional information relating to proxies and the matters to be dealt with at the Meeting and forms partof this notice. Shareholders should access and review all of the information contained in the Information Circular before voting.

Each person who is a holder of record of TelesatCorporation Shares at the close of business on April 25, 2024 (the “Record Date”) is entitled to receive notice of,and to attend and vote at, the Meeting, and any adjournment or postponement thereof. In addition, holders of ClassA Units, ClassBUnits and ClassC Units (collectively, “Exchangeable Units”) of Telesat Partnership LP at the close of businesson April 25, 2024 are entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement thereof.Holders of such Exchangeable Units will be entitled to vote at the Meeting pursuant to the Special Voting Shares and the Trust VotingAgreement, as further described in the Information Circular.

The Company is electing to hold the Meeting ina virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend the Meeting.

Registered Shareholders, holders of ExchangeableUnits, and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online. Non-registered Shareholders(being those who beneficially own Telesat Corporation Shares that are registered in the name of an intermediary such as a bank, trustcompany, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not dulyappointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questionsat the Meeting.

Registered Shareholders not planning or unableto attend the Meeting are requested to read the Information Circular and the form of proxy which accompanies this notice and to complete,sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (ora notarially certified copy thereof) to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”),either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com.To be effective, proxies must be received by Computershare not later than 2:00 p.m. (Ottawa time) on June 14, 2024 or 48 hours (excludingSaturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected bythe chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.If you are holder of Exchangeable Units, you must provide your voting instructions to Telesat Corporation, as general partner of thePartnership, not later than 5:00 p.m. (Ottawa time) on June 12, 2024 or 48 hours prior to the proxy cut-off for any adjournment or postponementof the Meeting. Holders of Exchangeable Units must provide instructions to appoint a proxy, as described in the voting information form,by 5:00 pm on June 11, 2024.

Non-registered Shareholders who received the proxythrough an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.

A Shareholder who wishes to appoint a personother than the Telesat proxyholder nominees identified on the form of proxy or voting instruction form (including a non-registered Shareholderwho wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow the instructionsin the Information Circular and on their form of proxy or voting instruction form accompanying this notice. These instructions includethe additional step of registering such proxyholder with Computershare after submitting a form of proxy or voting instruction form. Failureto register will result in the proxyholder not receiving an invite code, which is used as their online sign-in credentials and is requiredfor them to vote at the Meeting. Without an invite code, such proxyholder will only be able to attend the Meeting online as a guest.Non-registered Shareholders located in the United States must also provide Computershare with a duly completed legal proxy by email touslegalproxy@computershare.com, or by courier to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ONM5J2Y1, if they wish to vote at the Meeting or appoint a third-party as their proxyholder.

The Company is using the “notice-and-access”procedures adopted by the Canadian Securities Administrators for the delivery of the Information Circular, the Company’s auditedannual financial statements for the year ended December 31, 2023 along with the related management’s discussion and analysis. Under“notice-and-access”, Shareholders as of the Record Date are to receive a proxy form or voting instruction form enabling suchholder to vote at the Meeting and a notice-and-access notification containing information about how to electronically access the InformationCircular and Telesat’s audited annual financial statements for the year ended December 31, 2023 along with the related management’sdiscussion and analysis. Shareholders are reminded to review the Information Circular prior to voting. The Information Circular,the Company’s audited annual financial statements and the associated management’s discussion and analysis can be viewed onlineat https://www.telesat.com/investor-relations/ or under the Company’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.Registered Shareholders and non-registered Shareholders who have previously provided standing instructions to receive paper copieswill receive such documents by mail.

For more information regarding notice-and-accessor to obtain a paper copy of these documents you may call Computershare toll-free at 1-866-962-0498 (or from outside of North America:1 (514) 982-8716)

DATED at Ottawa, Ontario this 25^thday of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) “Christopher DiFrancesco”

Christopher DiFrancesco

Vice President, General Counsel and Secretary

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF TELESAT CORPORATION

About this Management Information Circular

This management information circular (the “InformationCircular”) is furnished in connection with the solicitation of proxies by or on behalf of management of Telesat Corporation(together with Telesat Partnership LP and its applicable subsidiaries, “Telesat” or the “Company”)for use at the annual general meeting (the “Meeting”) of the holders (collectively, the “Shareholders”)of ClassA Common Shares, ClassB Variable Voting Shares, ClassC Fully Voting Shares, and ClassC Limited VotingShares (collectively, the “Telesat Corporation Shares”), as well as the holder of the ClassA Special Voting Share,the ClassB Special Voting Share, the ClassC Special Voting Share and the Golden Share to be held at 2:00 p.m. (Ottawa time)on June 18, 2024 online in a virtual only format, and any adjournment(s) or postponement(s) thereof.

Holders of ClassA Units, ClassB Units,and ClassC Units (collectively, the “Exchangeable Units”) of Telesat Partnership LP (the “Partnership”)are entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement thereof. Holders of suchExchangeable Units will be entitled to vote at the Meeting pursuant to the Special Voting Shares and the Trust Voting Agreement, as furtherdescribed in this Information Circular.

Telesat Corporation is the sole general partnerof the Partnership. Telesat Corporation and the Partnership are each reporting issuers in each of the provinces and territories of Canadaand, as a result, are subject to Canadian continuous disclosure and other reporting obligations under Canadian securities law. The Partnershiphas received exemption relief dated November 16, 2021 from the Canadian securities administrators that effectively allows the Partnershipto satisfy its continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by Telesat Corporation,for so long as certain conditions are satisfied. For additional information on this exemptive relief and the disclosure required by suchrelief, see “General Matters – Exemptions from Canadian Securities Law”.

No person has been authorized to give any informationor make any representation in connection with any matters to be considered at the Meeting other than those contained in this InformationCircular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Companyor management.

All references in this Information Circular to“Telesat”, the “Company”, “we” “our”, “ours”, and “us” refer toTelesat Corporation and its subsidiaries, including Telesat Partnership LP. Except as otherwise stated, the information in this InformationCircular is given as of April 25, 2024. Unless otherwise indicated, all references to “$” or “dollars” are tothe currency of Canada and “US$” are to the currency of the United States.

Capitalized terms not otherwise defined in thisInformation Circular have the meaning ascribed to them in the “Glossary”, which is attached to this Information Circular atAppendix “A”.

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NOTICE-AND-ACCESS

The Company has elected to use the “notice-and-access”provisions under NI54-101 (as defined below) for distribution of the Notice of Meeting, this Information Circular, the audited consolidatedfinancial statements of Telesat for the fiscal year ended December 31, 2023 (“Audited Financial Statements”) and accompanyingmanagement’s discussion and analysis (“MD&A”) to both Registered Holders and Non-Registered Holders. Suchmaterials are posted online for Shareholders to access instead of being mailed to Shareholders. Notice-and-access reduces printing andmailing costs and is more environmentally friendly as it uses less materials and energy consumption. Shareholders will receive a packagein the mail which will include, among other information: (i) a form of proxy or voting instruction form with instructions on how to votetheir Telesat Corporation Shares; (ii) basic information about the Meeting and the matters to be voted on; (iii) instructions on how toreceive a paper copy of the remaining Meeting Materials; and (iv) a plain-language explanation of how to access the remaining MeetingMaterials electronically. Registered Holders and Non-Registered Holders who have previously provided standing instructions to receivepaper copies will receive such documents by mail.

In order to receive a paper copy of the InformationCircular, Audited Financial Statements and accompanying MD&A free of charge, requests by Shareholders can be made to ComputershareInvestor Services Inc. (“Computershare”) via their email at Service@Computershare.com, or by phone at 1-866-9620498(from Outside of North America: 1 (514) 982-8716). Paper copies must be requested by June 7, 2024 in order to be received prior to 2:00p.m. (Ottawa time) on June 14, 2024, which is the deadline for the submission of voting instructions.

Shareholders with questions about notice-and-accesscan call Computershare toll-free at 1-866-964-0492, or their intermediary as applicable.

PROXY SOLICITATION INFORMATION

This Information Circular is furnished in connectionwith the solicitation of proxies by or on behalf of the management of Telesat for use at the Meeting and any adjournment or postponementthereof. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast at https://meetnow.global/MZCGDNP.Shareholders will not be able to physically attend the Meeting. For a summary of how Shareholders may to attend the Meeting online, see“Attending and Voting at the Virtual Meeting” below.

Shareholder’s proxies are being solicitedby the management of the Company and the associated costs are being borne by the Company. The solicitation is being made primarily bysending certain proxy-related materials to Shareholders by mail, and with respect to the delivery of the Notice of Meeting and this InformationCircular, by posting the Notice of Meeting and this Information Circular on the Company’s profile on SEDAR+ at www.sedarplus.comand 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 communicationor in person by officers or directors of the Company, at a nominal cost. In accordance with National Instrument 54-101 – Communicationwith Beneficial Owners of Securities of a Reporting Issuer (“NI54-101”), arrangements have been made withbrokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials tothe non-registered (beneficial) owners of Telesat Corporation Shares (“Non-Registered Holders”) held of record by suchpersons and the Company may reimburse such persons for reasonable fees and disbursem*nts incurred by them in doing so.

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Registered Shareholders and Holders of ExchangeableUnits

A Shareholder is a registered Shareholder (a “RegisteredHolder”) if shown on April 25, 2024 (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 TelesatCorporation Shares held by the Registered Holder.

Registered Holders may attend, ask questions andvote at the virtual only Meeting via live audio webcast online at https://meetnow.global/MZCGDNP. See “Attending and Votingat the Virtual Meeting” below.

Registered holders of Exchangeable Units of thePartnership shown on the Record Date on the list of holders of Exchangeable Units kept by Computershare will receive a voting instructionform representing an equal number of votes such holder of Exchangeable Units would have if such Exchangeable Units were exchanged andconverted into the corresponding class of Telesat Corporation Share. Holders of Exchangeable Units are indirectly entitled to vote inrespect of matters on which holders of Telesat Corporation Shares are entitled to vote, including in respect of the election of directorsof Telesat, through the Special Voting Shares.

The Special Voting Shares are held by the TSXTrust Company (in its capacity as “Trustee” of the Voting Trust), entitling the Trustee to that number of votes on applicablematters on which holders of Telesat Corporation Shares are entitled to vote that is equal to the number of Telesat Corporation Sharesinto which the Exchangeable Units held by the holders of such Exchangeable Units on the applicable record date are convertible. Pursuantto the amended and restated Telesat Partnership LP limited partnership agreement (the “Partnership Agreement”), eachholder of Exchangeable Units has the right to direct Telesat Corporation as to how to instruct the Trustee to vote the voting power ofthe Special Voting Shares corresponding to such holder’s Exchangeable Units. Telesat, the Partnership and the Trustee have enteredinto the Trust Voting Agreement (a copy of which has been filed under the Company’s profile on SEDAR+ at www.sedarplus.comand on EDGAR at www.sec.gov). Pursuant to the Trust Voting Agreement, the Trustee is required to cast such votes in accordancewith 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 beneficiallyowned by a Non-Registered Holder are registered either:

Non-Registered Holders do not appear on the listof Shareholders of the Company maintained by Computershare.

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In accordance with Canadian securities laws, theCompany has distributed copies of the notice-and-access notice and voting instruction form directly to non-objecting Non-Registered Holdersand to Intermediaries for onward distribution to Non-Registered Holders that are objecting beneficial owners. Non-Registered Holders whohave previously provided standing instructions will receive a printed copy of the Meeting Materials.

Intermediaries are required to forward MeetingMaterials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries willuse a service company to forward the Meeting Materials to Non-Registered Holders. Non-Registered Holders, other than non-objecting beneficialowners, will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-RegisteredHolders to direct the voting of the Telesat Corporation Shares they beneficially own. Non-Registered Holders who have not waived the rightto receive Meeting Materials should follow the procedures set out below, depending on which type of form they receive:

In either case, the purpose of these proceduresis to permit Non-Registered Holders to direct the voting of the Telesat Corporation Shares which they beneficially own. Non-RegisteredHolders should carefully follow the instructions on the form of proxy or voting instruction form that they receive from their Intermediaryin order to vote the Telesat Corporation Shares that are held through that Intermediary. In addition, Non-Registered Holders are remindedthat registering a Non-Registered Holder or third-party proxyholder online, as applicable, is an additional step to be completed aftersubmitting the proxy authorization form if such persons are to receive an invite code (“Invite Code”) and vote at theMeeting.

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See “Attending and Voting at the VirtualMeeting” below.

Non-Objecting Beneficial Owners

The notice-and-access notice and voting instructionform are being sent to both Registered Holders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or itsagent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtainedin accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send thesematerials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for: (i) deliveringthese materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in therequest for voting instructions or form of proxy delivered to you.

Appointment of Proxies – Holders ofTelesat Corporation Shares

The persons named in the accompanying form ofproxy, Daniel S. Goldberg, or failing him, Christopher DiFrancesco (the “Management Nominees”), have been selectedby 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 accompanyingform 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 ofthe specified persons and inserting in the space provided for that purpose on the enclosed form of proxy the name of the person to bedesignated or by completing another proper form of proxy. Such Shareholder should notify the nominee of the appointment, obtain his orher 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 suchauthorization attached where an attorney has executed the form of proxy.

Shareholders who wish to appoint someone otherthan the Management Nominees to attend the Meeting as their proxy and vote their Telesat Corporation Shares MUST submit their formof proxy or voting instruction form, as applicable, appointing that person as proxyholder, AND register that proxyholder, as describedbelow. Registering the proxyholder is an additional step that must be completed AFTER the form of proxy or voting instruction formhas been submitted. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code, which is used astheir online sign-in credentials and is required for them to vote at the Meeting.

Non-Registered Holders who receive theproxy through an Intermediary must deliver the proxy in accordance with the instructions given by such Intermediary.

To be effective, proxies must be receivedby Computershare not later than 2:00 p.m. (Ottawa time) on June 14, 2024 or 48 hours (excluding Saturdays, Sundays and holidays) priorto any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected by the chair of the Meeting in his or herdiscretion, and the chair is under no obligation to accept or reject any particular late proxy.

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Revocation of Proxies

A Shareholder who has given a form of proxy mayrevoke it as to any matter on which a vote has not already been held pursuant to its authority by an instrument in writing executed bythe Shareholder or by the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officeror attorney thereof duly authorized and deposited at either the above mentioned office of Computershare by not later than 2:00 p.m. (Ottawatime) on June 14, 2024 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 toaccept or reject any particular late proxy. Notwithstanding the foregoing, if a Registered Holder attends personally at the Meeting, suchRegistered Holder may revoke the proxy and vote at the Meeting.

Only Registered Holders have the right to revokea proxy. Non-Registered Holders who wish to change their vote must arrange for their respective Intermediary to revoke the proxy on theirbehalf.

A Shareholder who logs in to the Meeting onlineusing 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 ofproxy will vote the Telesat Corporation Shares in respect of which they are appointed in accordance with the direction of the Shareholderappointing them. In the absence of such direction, the Telesat Corporation Shares represented by such Shareholder’s proxy orvoting instruction form will be voted by the persons named in the enclosed form of proxy: (i) IN FAVOUR of the election of thenominees for the Telesat Corporation Board named herein (the “Director Nominees”) as members of the Board; (ii) IN FAVOURof the re-appointment of Deloitte LLP Chartered Professional Accountants as auditors of the Company and for the Board to fix such auditors’remuneration; and (iii) IN FAVOUR of the amendment to the Company’s long-term equity incentive plan to increase the numberof Telesat Public Shares available for issuance under the plan.

Exercise of Discretion of Proxy

The accompanying form of proxy confers discretionaryauthority upon the persons named therein, including the Management Nominees, with respect to any amendments or variations to matters identifiedin the Notice of Meeting and this Information Circular and with respect to matters that may properly come before the Meeting. As of thedate of this Information Circular, management of the Company does not know of any amendments, variations or other matters to come beforethe Meeting other than the matters referred to in the Notice of Meeting and this Information Circular. With respect to amendments to mattersidentified 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.

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No Other Business

The Company knows of no matter to come beforethe Meeting other than those set forth above and in the Notice of Meeting. However, if any other matters do arise, the Management Nomineesnamed in the proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respectto amendments or variations of matters set out in the Notice of Meeting and other matters which may properly come before the Meeting orany adjournment or postponement of the Meeting.

Appointment of Proxies – Holders ofExchangeable Units

Should a holder of Exchangeable Units want toexercise personally the votes attributable to such Exchangeable Units (the “Beneficiary Votes”), such holder must provideinstructions to Telesat Corporation, as general partner of the Partnership, by no later than 5:00 pm on June 11, 2024 and Telesat Corporationwill instruct the Trustee to sign and deliver to such holder (or its designee) a proxy to the holder (or its designee) permitting theholder or such designee to attend the Meeting and exercise personally, as proxy of the Trustee, the Beneficiary Votes.

ATTENDING AND VOTING AT THE VIRTUAL MEETING

The Meeting will be held in a virtual only format,which will be conducted via live audio webcast. Registered Holders and duly appointed proxyholders will have an opportunity to attend,ask questions and vote at the Meeting online. Shareholders and proxyholders will not be able to physically attend the Meeting.

Registered Holders and duly appointed proxyholderswill be able to attend, participate and vote at the Meeting online by ballot at the appropriate times. The 15-digit control number (“ControlNumber”) located on the proxy form Registered Holders will receive is the Control Number for purposes of logging in to the Meetingonline. Duly appointed proxyholders will receive, via email notification from Computershare, an Invite Code for purposes of logging into the Meeting online. In order to participate in the Meeting online, Registered Holders must have a valid Control Number and duly appointedproxyholders must have received an email from Computershare containing an Invite Code. See “How to Attend the Meeting”below for additional information on how to log in to the Meeting online.

Non-Registered Holders who have not duly appointedthemselves as proxyholders may attend the Meeting as guests. Guests will be able to listen to the Meeting online, but will not be ableto vote or ask questions at the Meeting. This is because our transfer agent, Computershare, does not have a record of the Non-RegisteredHolders and, as a result, will have no knowledge of their shareholdings or entitlement to vote, unless Non-Registered Holders appointthemselves as proxyholder. Non-Registered Holders who wish to vote at the Meeting must (i) appoint themselves as proxyholder by insertingtheir name in the space provided for appointing a proxyholder on the voting instruction form and (ii) follow all of the applicable instructions,including the deadline, provided by their Intermediary. See “How to Attend the Meeting” below for additional informationon how to log in to the Meeting online.

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How to Attend the Meeting

Registered Holders and duly appointed proxyholders,including Non-Registered Holders who have duly appointed themselves as proxyholder, will be able to attend, ask questions and vote atthe Meeting online at https://meetnow.global/MZCGDNP. It is recommended that Shareholders and duly appointed proxyholders log inone hour before the Meeting starts. To do so, please go to https://meetnow.global/MZCGDNP prior to the start of the meeting tologin. Click on “Shareholder” and enter your 15-digit Control Number or click on “Invitation” and enter your InviteCode, as applicable.

Guests, including Non-Registered Holders who havenot duly appointed themselves as proxyholder, can listen to the Meeting. Guests are not able to vote or ask questions at the Meeting.Log in online at https://meetnow.global/MZCGDNP select “Guest”, and then complete the online registration form.

It is important that attendees at the Meetingremain connected to the internet for the duration of the Meeting in order to vote when balloting commences. It is the responsibility ofShareholders and duly appointed proxyholders attending the Meeting to ensure that they remain connected. Please allow ample time to check-into the Meeting online. Online check-in will begin one hour prior to the meeting on June 18, 2024 at 1:00 p.m. (Ottawa time). The meetingwill begin promptly at 2:00 p.m. (Ottawa time) on June 18, 2024, unless otherwise adjourned or postponed.

VOTING AT MEETING AND QUORUM

Unless otherwise required by law or the TelesatCorporation Articles, any matter coming before the Meeting or any adjournment or postponement thereof shall be decided by the majorityof the votes duly cast in respect of the matter by Shareholders entitled to vote thereon.

The Board has fixed April 25, 2024 as the RecordDate for the purpose of determining which Shareholders are entitled to receive the Notice of Meeting and vote at the Meeting or any adjournmentor postponement thereof, either at the Meeting or by proxy. No person acquiring Telesat Corporation Shares after that date shall, in respectof such Telesat Corporation Shares, be entitled to receive the Notice of Meeting and vote at the Meeting or any adjournment or postponementthereof.

The ClassA Common Shares and ClassBVariable Voting Shares are listed on both the TSX and the NASDAQ under the symbol “TSAT”.

The Telesat Corporation Articles provide that,subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for any meeting shallbe the presence in person or by proxy of shareholders holding shares representing not less than a majority of the votes entitled to becast at the meeting.

BUSINESS TO BE CONDUCTED AT THE MEETING

The Company will address the following items atthe Meeting:

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The Company will consider any other business thatmay properly come before the Meeting. As of the date of this Information Circular, the Company is not aware of any changes to the itemsabove or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote on these itemsas he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form ofproxy to vote in respect of those matters in accordance with their judgment.

The Audited Financial Statements, together withthe auditors’ report thereon, will be placed before the Shareholders at the Meeting for their consideration. The Audited FinancialStatements have been reviewed and recommended for approval by the audit committee of the Board (the “Audit Committee”)and the Board. A copy of the Audited Financial Statements, together with the auditors’ report thereon and the accompanying MD&A,are available on the SEDAR+ website at www.sedarplus.com, and will be available during the Meeting via live webcast online. Shareholdersare not required to vote on the Audited Financial Statements.

The Telesat Corporation Articles provide thatthe Company shall initially have a board of directors consisting of 10 persons, and thereafter, as adjusted by the board from time totime, subject to the provisions of the BCBCA, provided that:

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It is intended that on any resolution or ballotthat may be called for relating to the election of the directors, the Telesat Corporation Shares represented by proxies in favour of theManagement Nominees will be voted IN FAVOUR of the election, separately, of each of the Director Nominees as a director, unlessa Shareholder has specified in his or her proxy that his or her Telesat Corporation Shares are to be withheld from voting on the electionof directors.

Management does not contemplate that any of theproposed Director Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it isintended that discretionary authority shall be exercised to vote the Telesat Corporation Shares represented by such proxies for the electionof such other person or persons as directors nominated in accordance with the Telesat Corporation Articles and their discretion for asubstitute nominee or nominees. The directors are to be elected by the Shareholders at each annual meeting of Shareholders to hold officefor a term expiring at the close of the next annual meeting of Shareholders, or until a successor is appointed. Each of the Director Nomineesis currently a director and has demonstrated the eligibility and willingness to serve as a director.

Investor Rights Agreement

Telesat Corporation and MHR Fund Management LLC(“MHR”), on the one hand, and Telesat Corporation and Public Sector Pension Investments Board (“PSP Investments”),on the other hand, entered into the Investor Rights Agreements dated as of November 23, 2020, pursuant to which, among other things, eachof PSP Investments and MHR will be entitled to nominate three directors to the board of directors of Telesat and have the exclusive rightto fill vacancies of any directorship for which it has the right to nominate a director. The number of designees each of PSP Investmentsand MHR will be entitled to designate to the board of directors of Telesat will be reduced to two, one and zero upon PSP Investments orMHR, respectively, owning less than 25%, 15% or 5% of the Telesat Corporation Shares and the Exchangeable Units (on an “as-exchanged”basis) outstanding as of the completion of the Transaction. The number of independent directors that the Nominating & Corporate GovernanceCommittee (as defined below) may designate will be increased by one each time the number of designees PSP Investments or MHR is entitledto designate is so reduced.

The Director Nominees of PSP Investments for electionat the Meeting are: Michael Boychuk, David Morin and Guthrie Stewart. The Director Nominees of MHR for election at the Meeting are: MarkH. Rachesky, Michael B. Targoff and Janet Yeung.

Advanced Notice Requirements

The Telesat Corporation Articles contain an advancednotice requirement that, subject to the provisions of the BCBCA and applicable Canadian securities laws and for so long as the Companyis a public company, provide that only persons who are nominated in accordance with the procedures set out in the Telesat CorporationArticles shall be eligible for election as directors to the board. Nominations of persons for election to the board may only be made atan annual meeting of shareholders, or at a special meeting of shareholders called for any purpose which includes the election of directorsto the board, as follows:

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For a nomination made by a Nominating Shareholderto be timely notice (a “Timely Notice”), the Nominating Shareholder’s notice must be in written form preparedin accordance with the requirements of Section 21.4 of the Telesat Corporation Articles and received by the corporate secretary of theCompany at the principal executive offices of the Company:

provided that, in either (a) or (b) above, ifnotice-and-access (as defined in NI54-101) is used for delivery of proxy related materials in respect of a meeting described in(a) or (b) above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting,the notice must be received not later than the close of business on the 40th day before the applicable meeting (but in any event, notprior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than 50 days afterthe Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later thanthe close of business on the 10th day following the Notice Date and, in the case of a special meeting of shareholders, not later thanthe close of business on the 15th day following the Notice Date.

A copy of the Telesat Corporation Articles isavailable on our website at www.telesat.com and under the Company’s profile on SEDAR+ at www.sedarplus.com and onEDGAR at www.sec.gov.

Majority Voting Policy

In accordance with the requirements of the TSX,the Board has adopted a “Majority Voting Policy” that will require a nominee for election as a director who does not receivea greater number of votes “for” than votes “withheld” with respect to the election of directors by shareholdersto tender a resignation to the Chair promptly following the applicable meeting of shareholders. Under the terms of the Majority VotingPolicy, our Nominating & Corporate Governance Committee will be required to consider such resignation and make a recommendation tothe Board on whether such resignation should be accepted. The Majority Voting Policy requires that the Board shall promptly accept theresignation unless it determines, in consultation with the Nominating & Corporate Governance Committee, that there are exceptionalcirc*mstances that should delay the acceptance of the resignation or justify rejecting it. The Board will be required to make its decisionand announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuantto the Majority Voting Policy will not be permitted to participate in any meeting of the Board or the Nominating & Corporate GovernanceCommittee at which the resignation is considered.

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Description of Proposed Director Nominees

The following descriptions set forth the name,age as of December 31, 2023 and residence of each of the Director Nominees, their respective principal occupations during the last five(5) years and whether they are a director of other issuers that are reporting issuers in any Canadian or other jurisdiction, the dateeach of them became a director, and information as to voting and other securities of the Company beneficially owned, or controlled ordirected, directly or indirectly, by each of them as at April 25, 2024.

The Board recommends you vote IN FAVOURof each of the Director Nominees.

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Skills

Each director nominee has a wealth of experiencein leadership, governance and strategic planning and collectively they possess the skills and expertise that enable the Board to carryout its responsibilities. The skills matrix set out below is used to assess the Board’s overall strengths and to assist in the Board’songoing renewal process, which balances the need for experience and knowledge of the Corporation’s business with the benefit ofboard renewal and diversity. Although the director nominees have a breadth of experience in many areas, the skills matrix lists 14 importantqualifications determined by the Nominating & Corporate Governance Committee and the Board and highlights the key skills for eachdirector nominee. The matrix is not intended to be an exhaustive list of each director nominee’s skills.

Each director nominee was nominated in large partbecause of the nominee’s key leadership attributes. The director nominees have demonstrated informed judgment, knowledge of importantbusiness issues and a commitment to operational excellence. Every director is expected to act ethically and with integrity. Directorsmust understand the Corporation’s strategic objectives and reflect its values. Directors are expected to prepare for and activelyparticipate in Board and committee meetings.

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, and based onthe information furnished to the Company by the directors and executive officers, none of Company’s directors is, as at the dateof this Information Circular, or has been within the ten years prior to the date of this Information Circular: (a) a director, chief executiveofficer or chief financial officer of any company (including Telesat Corporation and its other subsidiaries) that was subject to an orderthat was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financialofficer; (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executiveofficer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director,chief executive officer or chief financial officer; or (c) a director or executive officer of any company (including Telesat Corporationand its other subsidiaries) that, while that person was acting in that capacity, or within a year of that person ceasing to act in thatcapacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or institutedany proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.For the purposes of the above paragraph, “order” means a cease trade order, an order similar to a cease trade order or anorder that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a periodof more than 30consecutive days.

Penalties or Sanctions

To the knowledge of the Company, and based onthe information furnished to the Company by the directors and executive officers, other than as set out below, none of Company’sdirectors is, as at the date of this Information Circular, or has, within the ten years prior to the date of this Information Circular,been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authorityor has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctionsimposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

For the purposes of this section, a self-regulatoryauthority means a professional self-regulatory body that governs the activities of professional persons.

Personal Bankruptcies

To the knowledge of the Company, and based onthe information furnished to the Company by the directors and executive officers, other than as set out below, none of Company’sdirectors is, as at the date of this Information Circular, or has, within the ten years prior to the date of this Information Circular,become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Conflicts of Interest

Certain of our directors and officers are associatedwith other companies or entities, which may give rise to conflicts of interest. In accordance with Part 5 — Division 3 — Conflictsof Interest under the BCBCA, in the event that a director or senior officer (i) has a material interest in a contract or proposed contractor transaction that is material to an issuer or (ii) is a director or senior officer of, or has a material interest in, a person who hasa material interest in the contract or transaction (a “disclosable interest”), the director or senior officer shall disclosehis or her disclosable interest in such contract or transaction and he director shall refrain from voting on any matter in respect ofsuch contract or transaction, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflictswill be resolved in accordance with the provisions of the BCBCA and applicable internal corporate governance or polices of the TelesatCorporation Board, as applicable.

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Telesat’s current auditors are DeloitteLLP Chartered Professional Accountants (“Deloitte”). Deloitte has been the auditors of the Company since its formationon October 26, 2020, and Telesat Canada since 1993.

Information about the fees paid to Deloitte forthe financial years ended December 31, 2023 and 2022 can be found in the Annual Information Formon Form20-F under item 16.C“Principal Accountant Fees and Services”, which is available at the Company’s profile on SEDAR+ at www.sedarplus.comand on EDGAR at www.sec.gov.

The Management Nominees intend to vote at theMeeting IN FAVOUR of this resolution, unless the Shareholder has specified in the form of proxy that such Shareholder’s TelesatCorporation Shares are to be withheld from voting on the resolution.

The Omnibus Plan was adopted in 2021 in connectionwith Telesat becoming a public company and includes a fixed maximum number of Telesat Public Shares that may be issued under the OmnibusPlan. The maximum number of Telesat Public Shares reserved for issuance under our Omnibus Plan is currently 2,972,816 Telesat Public Shares,which represents 5.9% of the aggregate number of issued and outstanding Telesat Corporation Shares, on a diluted basis assuming the exchangeof all Exchangeable Units into Telesat Corporation Shares (not including any awards outstanding under the Historic Plans).

The purpose of the Omnibus Plan is to advancethe interests of the Company by: (i) providing eligible persons with additional incentive; (ii) encouraging stock ownership by such eligiblepersons; (iii) increasing the proprietary interest of eligible persons in the success of the Company; (iv) promoting growth and profitabilityof the Company; (v) encouraging eligible persons to take into account long-term corporate performance; (vi) rewarding eligible personsfor sustained contributions to the Company and/or significant performance achievements of the Company; and (vii) enhancing the Company’sability to attract, retain and motivate eligible persons.

As of the date of this Information Circular, 220,333Telesat Public Shares have been issued upon the exercise of equity based awards under the Omnibus Plan, resulting in 2,752,483 TelesatPublic Shares being available for issuance, which represents 5.5% of the aggregate number of issued and outstanding Telesat CorporationShares, on a diluted basis assuming the exchange of all Exchangeable Units into Telesat Corporation Shares (not including any awards outstandingunder the Historic Plans). Of this reserve, 2,646,224 Telesat Public Shares are issuable pursuant to outstanding equity based awards underthe Omnibus Plan, leaving a reserve of 106,259 Telesat Public Shares available for issuance pursuant to future equity based awards underthe Omnibus Plan. The remaining reserve represents 0.2% of the aggregate number of issued and outstanding Telesat Corporation Shares,calculated on the same basis as set forth earlier in this paragraph.

The Company proposes to increase the number ofTelesat Public Shares available for issuance under the Omnibus Plan by 2,044,585 Telesat Public Shares. Following such amendment, themaximum number of Telesat Public Shares reserved for issuance under the Omnibus Incentive Plan would be equal to 5,017,401 Telesat PublicShares, which represents 10% of the aggregate number of issued and outstanding Telesat Corporation Shares, on a diluted basis assumingthe exchange of all Exchangeable Units into Telesat Corporation Shares (not including any awards outstanding under the Historic Plans).

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The Company believes that the proposed increaseof the reserve under the Omnibus Plan is reasonable and appropriate in the circ*mstances, particularly in lieu of the reasoned dilutionthat will result from the increase and the historical annual share utilization (burn rate) under the Omnibus Plan. See “ExecutiveCompensation — Burn Rate”.

Shareholder approval is required to amend theOmnibus Plan to increase the maximum number of shares issuable thereunder. If the proposed amendment is not approved at the Meeting, theOmnibus Plan would have only a limited number of Telesat Public Shares remaining available for issuance in connection with future awards.Once this remaining reserve is used, the Company would no longer be permitted to grant awards under the Omnibus Plan, other than awardswhich would not result in any new issuance of Telesat Public Shares. This would limit the Company’s ability to continue its currentpractice of granting equity based awards to eligible persons as a critical component of their at-risk compensation. This would, in turn,require the Company to provide an alternate form of long-term incentive compensation.

The Board has approved an amendment to the OmnibusPlan to increase the fixed number of Telesat Public Shares reserved for issuance under the Omnibus Plan, subject to receiving the approvalof the TSX and shareholder approval at the Meeting. A copy of the amended and restated Omnibus Plan in the form approved by the Boardis attached to this Information Circular as Appendix “D”. The amendment has been conditionally approved by the TSX and, tobe effective, must be approved by a majority of votes cast by shareholders at the Meeting. Accordingly, at the Meeting, the Company’sshareholders will be asked to consider and, if thought fit, pass with or without amendment, the following resolution:

“BE IT RESOLVED, as an ordinary resolutionof the holders of Class A Common Shares, Class B Variable Voting Shares, Class C Fully Voting Shares, the Class A Special Voting Share,the Class B Special Voting Share, the Class C Special Voting Share, and the Golden Share of Telesat Corporation (the “Company”):

The Management Nominees intend to vote at theMeeting IN FAVOUR of this resolution, unless the Shareholder has specified in the form of proxy that such Shareholder’s TelesatCorporation Shares are to be voted against the resolution.

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EXECUTIVE COMPENSATION

Overview

We operate in a dynamic, highly competitive andrapidly evolving global market. To succeed in this environment and to achieve our business and financial objectives, we need to attract,retain and motivate a highly talented team of executive officers, available on a limited basis internationally. Key talents include strongleadership and management capabilities that are suited to our culture and the evolving nature of our industry, global telecommunicationsexperience, and advanced space and network engineering experience. Our executive officers demonstrate a proven ability to successfullylead and manage our growth and operational objectives in a dynamic and evolving market. They are also key to inspiring a culture of operationalexcellence which is at the foundation of our success and our ability to foster growth.

Our executive officer compensation program isdesigned to achieve the following objectives:

Before we became a publicly traded company, weoffered our executive officers cash compensation in the form of base salary, an annual bonus and, following a year in which we made distributionsto shareholders, a special bonus in lieu of an adjustment to equity-based compensation for such distributions. We also offered our executiveofficers an equity-based or equity-like compensation which was historically awarded in the form of Telesat Options, Telesat Tandem SARsand RSUs under various equity plans. See “— Long Term Incentives — Historic Plans”.

In connection with becoming a public company,holders of existing equity incentive awards under the Historic Plans were given the opportunity to exchange those awards for correspondingequity incentive awards of Telesat. Going forward, we will not be granting awards to executives or employees under the Historic Plans.Rather, we expect that all equity compensation awards will be made under our Omnibus Plan that we adopted in connection with the completionof the Transaction.

We believe that equity-based compensation motivatesour executive officers to achieve our business and financial objectives, and also aligns their interests with the long-term interestsof our Shareholders. We provide base salary to compensate executive officers for their day-to-day responsibilities, at levels that webelieve are necessary to attract and retain executive officer talent. While we have determined that our current executive officer compensationprogram is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basisto ensure that we are providing market-competitive compensation opportunities for our executive team. See “— Principal Elementsof Compensation.”

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As a publicly traded company, we evaluate ourcompensation philosophy and compensation program as circ*mstances require, which may include the periodic review of our compensation programand the mix of components made available to our executive team. As part of this review process, we expect to be guided by the philosophyand objectives outlined above, as well as other factors which may become relevant, such as the evolution and growth of our business andthe cost of replacing or enhancing our talent composition as needs may require.

2023 Named Executive Officers

The Chief Executive Officer (“CEO”),Chief Financial Officer (“CFO”) and the Company’s three other most highly compensated executives (together withthe CEO and CFO, the “NEOs”), who are the subject of this Compensation Discussion and Analysis, are set forth in thefollowing table:

Compensation Philosophy, Policies and Practices

Our compensation philosophy is to pay fair, reasonableand competitive compensation with a significant equity-based component to align the interests of our executive officers with those ofour Shareholders. Our compensation policies and practices are designed to retain, motivate and reward our executive officers for theirperformance and contribution to our short- and long-term success. We compensate executive officers by combining short-term cash and long-termequity and cash incentives. We also seek to reward the achievement of corporate and individual performance objectives, and to align executiveofficers’ incentives with our performance. The Company has adopted the following pay practices that reflect the Company’scompensation philosophy:

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Compensation Governance

The Human Resources & Compensation Committeeis responsible for assisting the Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources,succession planning, and compensation policies, processes and practices.

The Human Resources & Compensation Committeeis also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistentwith Telesat Corporation’s risk profile. The Human Resources & Compensation Committee’s oversight includes reviewing objectives,evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to the CEO andvarious other key executive officers and managers is fair, reasonable and consistent with the objectives of our philosophy and compensationprogram. TheHuman Resources & Compensation Committee is comprised of three independent directors, Jane Craighead (Chair), GuthrieStewart and Mark Rachesky.

Please see “Committees of our Board of Directors— Human Resources & Compensation Committee” below.

The charter for the Human Resources & CompensationCommittee sets out its responsibilities for administering our compensation programs and reviewing and making recommendations to the Boardconcerning the level and nature of the compensation payable to our directors and officers. The Human Resources & Compensation Committeeis responsible for reviewing our compensation program to ensure it continues to meet its objectives and remain aligned with industry bestpractices, and make recommendations for any changes to our board of directors, as appropriate. As part of this review, the Human Resources& Compensation Committee engages independent compensation consultants to evaluate our executive compensation program against marketpractice.

We originally retained Pay Governance in 2020to assist us in connection with executive officer and director compensation matters, including, among other things, the following:

In 2021, the Human Resources & CompensationCommittee first retained Mercer as its independent compensation consultant to assist the committee in benchmarking executive pay and designingshort- and long-term incentive plans for 2022.

In 2023, Mercer advised the Human Resources &Compensation Committee on all aspects of executive compensation including base salaries, short term incentives, and the design of thelong-term incentive awards. Mercer conducted a market compensation review to validate and/or establish compensation values for the NEOsand other senior executives. Mercer considered compensation at similarly-sized Canadian and US peers in the Aerospace & Defence, Telecommunicationsand High Tech/Software industries, considering Telesat’s size based on revenues, EBITDA, assets and market capitalization. Merceralso assisted the Committee and the Company on compensation structures and benchmarking for the Company’s non-executive employees.

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The compensation peer group used by Mercer andapproved the Human Resources & Compensation Committee and used for making informed compensation adjustments to our NEOs for Fiscal2023 consisted of the following organizations:

Executive Compensation-Related Fees

The total fees incurred in consideration of theexecutive compensation-related services provided in 2022 by Pay Governance was $975 and by Mercer was $288,490.

The total fees incurred in consideration of theservices provided in 2023 by Pay Governance was $0 and by Mercer was $242,096.

No other fees were paid to Pay Governance andMercer for fiscal years 2023 and 2022.

Principal Elements of Compensation

The compensation of our executive officers includesthree major elements: (i) base salary; (ii)short-term incentives, consisting of an annual cash incentive award; (iii) long-termequity and cash incentive awards.

In 2023, NEO long-term incentives consisted ofTelesat Corporation Options, Telesat Corporation PSUs, Telesat Corporation RSUs under our Omnibus Plan, see “Omnibus Long–termIncentive Plan” below and a long-term incentive cash award.

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NEOs also participate in our defined benefit pensionplan and supplemental executive retirement plan, and receive certain perquisites and personal benefits that are provided to each of ourNEOs under their respective employment agreements, see “Employment Agreements” below.

Base Salaries

Base salary is provided as a fixed source of compensationfor our executive officers. Base salaries are determined on an individual basis taking into account the scope of the executive officer’sresponsibilities and their prior experience. Base salaries are set out in each NEO’s employment agreement, see “EmploymentAgreements” below. Adjustments to base salaries are determined annually by the Board on the recommendation of the Human Resources& Compensation Committee and may be increased based on the executive officer’s performance, as well as to maintain market competitiveness.Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadthof an executive officer’s role or responsibilities.

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The following table sets forth each NEO’sannual base salary rates for Fiscal 2023:

Note:

Annual Incentive Awards

Annual incentive awards are designed to motivateour executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular.In 2023, annual incentive awards were earned and measured with reference to Adjusted EBITDA¹performance for the fiscal year. When the annual budget and Adjusted EBITDA targets are established for the upcoming fiscal year, theHuman Resources & Compensation Committee establishes performance targets connected to the Adjusted EBITDA targets. In assessing performanceagainst the Adjusted EBITDA targets, the Human Resources & Compensation Committee has discretion to consider unforeseen events andmake additional one-time adjustments in the event it determines such adjustments are warranted in the circ*mstances to ensure NEOs arenot penalized, or do not receive a windfall, for events outside of their control, including changes in foreign exchange rates or otherone-time, non-recurring items, certain unbudgeted items or to take into account significant achievements that may be unrelated to AdjustedEBITDA performance.

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The annual incentive pay-outs can increase ordecrease, compared to the target bonus applicable to each NEO (either 60% or 100% of base salary, in either case the “TargetBonus,”), depending on the level of achievement as determined by the Human Resources & Compensation Committee with respectto the Adjusted EBITDA targets for the fiscal year. The key metrics followed by Telesat in 2023 were:

For 2023, award opportunities, pay-out rangesand actual awards as a percentage of each NEO’s base salary were as follows:

Note:

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For 2023, the Board approved Adjusted EBITDA targetwas $514 million, which is based on exchange rates of USD/CAD = 1.33and BRL/CAD = 0.25. Actual performance was $529 million.

In assessing performance against the 2023 AdjustedEBITDA target, the committee made adjustments for: foreign exchange rate changes to reflect the actual fluctuation in exchange rates forthe year; non-cash pension expenses associated with the current contribution holiday the company is experiencing; and to eliminate expensesavings associated with delays in the Telesat Lightspeed program.

We currently make annual incentive award paymentsin cash and anticipate continuing to do so in the future.

Long-Term Incentives

Type of awards under Omnibus Long-Term IncentivePlan

In connection with becoming a public company,we adopted a new long-term equity incentive plan (the “Omnibus Plan”) to allow for a variety of equity based awardsthat provide different types of incentives to be granted to certain of our directors, executive officers, and employees, including options(“Telesat Corporation Options”), performance share units (“Telesat Corporation PSUs”), restrictedshare units (“Telesat Corporation RSUs”) and deferred share units (“Telesat Corporation DSUs”).Telesat Corporation Options, Telesat Corporation PSUs, Telesat Corporation RSUs and Telesat Corporation DSUs are collectively referredto herein as “Awards”. Each Award will represent the right to receive Telesat Public Shares or, in the case of Telesat CorporationPSUs, Telesat Corporation RSUs and Telesat Corporation DSUs, Telesat Public Shares or cash, in accordance with the terms of the OmnibusPlan. The following discussion is qualified in its entirety by the text of the Omnibus Plan, which is available on SEDAR+ at www.sedarplus.com.

Under the Omnibus Plan, the Board, or an authorizedBoard committee, may grant Awards to eligible participants, as applicable. Participation in the Omnibus Plan is voluntary and, if an eligibleparticipant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. As at December31, 2023 there were 2,087,743 equity awards issued and outstanding under the Omnibus Plan, which represents 15.3% of the aggregate numberof Telesat Corporation Shares issued and outstanding as at December 31, 2023 (or 4.2%, assuming the exchange of all Exchangeable Unitsinto Telesat Corporation Shares). As of the date of this Information Circular, there were 2,646,224 equity awards issued and outstandingunder the Omnibus Plan, with 106,259 remaining available to be issued.

Telesat Corporation Options

A Telesat Corporation Option is exercisable duringa period established by the Board which begins on the date of the grant and ends no later than 10 years after the date of the grantingof the Telesat Corporation Option or such shorter period as the Telesat Corporation Board may determine. Theminimum exercise priceof a Telesat Corporation Option is determined based on the closing price of the Telesat Public Shares on the last trading day before thedate such option is granted. The Omnibus Plan provides that the exercise period will automatically be extended if the date on which itis scheduled to terminate falls during a blackout period. In these cases, the extended exercise period terminates 10 business days afterthe last day of the black-out period. To facilitate the payment of the exercise price of the options, the Omnibus Plan has a cashlessexercise feature under which a participant may elect to undertake either a broker assisted “cashless exercise” or an “optionsurrender” as set out in the Omnibus Plan, and including the consent of the Board, where required. As at December 31, 2023, therewere 803,265 Telesat Corporation Options issued and outstanding under the Omnibus Plan, which represents 5.9% of the aggregate numberof Telesat Corporation Shares issued and outstanding as at December 31, 2023 (or 1.6%, assuming the exchange of all Exchangeable Unitsinto Telesat Corporation Shares). See “Details of the Omnibus Long-Term Incentive Plan” below. As of the date of this InformationCircular, there were 803,265 Telesat Corporation Options issued and outstanding under the Omnibus Plan.

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Telesat Corporation RSUs, PSUs, and DSUs

The terms andconditions of grants of Telesat Corporation RSUs, Telesat Corporation PSUs and Telesat Corporation DSUs, including the quantity, typeof award, grant date, vesting conditions, vesting periods, termination provisions, settlement date and other terms and conditions withrespect to these Awards, will be set out in the participant’s grant agreement. The purchase price for the Telesat Public Sharesunderlying the participant’s grant of Telesat Corporation RSUs, Telesat Corporation PSUs and Telesat Corporation DSUs, as applicable,is determined by the Board and may be zero. As at December 31, 2023 there were 784,725 RSUs, 375,137 PSUs and 124,616 DSUs issued andoutstanding under the Omnibus Plan, which represents 9.4% of the aggregate number of Telesat Corporation Shares issued and outstandingas at December 31, 2023 (or 2.6%, assuming the exchange of all Exchangeable Units into Telesat Corporation Shares). See “Detailsof the Omnibus Long-Term Incentive Plan” below. As of the date of this Information Circular, there were 904,604 RSUs, 786,025 PSUsand 152,330 DSUs issued and outstanding under the Omnibus Plan.

Types of Awards under Historic Plans

Telesat Holdings Inc. (the predecessor entityto Telesat Canada and Telesat Corporation), adopted a management stock incentive plan in September 2008, as amended (the “2008Telesat Plan”), a second management stock incentive plan in April 2013, as amended (the “2013 Telesat Plan”)and in April 2021 adopted an RSU Plan (the “RSU Plan” and together with the 2008 Telesat Plan and the 2013 Plan, the“Historic Plans”). Types of awards under the Historic Plans included Telesat Options, Telesat Stock Appreciation Rightsand Telesat Restricted Share Units (“RSUs”), as discussed below.

In connection with the completion of the Transactionin November 2021, no further Telesat Options, Telesat Tandem SARs, and Telesat RSUs will be granted under the Historic Plans. Accordingly,there have been no Telesat Options, Telesat Tandem SARs or Telsat RSUs granted under the Historic Plans since 2021.

Telesat Options

The Historic Plans provided that, unless otherwisespecified in the grant agreement or employment agreement of a participant, the Telesat Options granted to any participant would vest asto 20% each year over five years. No Telesat Options have been granted to NEOs since 2021, and prior to the Transaction all vested andunvested stock options issued after 2009 (except 445,662 underwater option awards with a strike price of $58.52 that our CEO retained,all of which have subsequently expired) and outstanding with respect to each NEO, were cancelled for nominal value, since the awards hadno value and were no longer an effective retention vehicle.

The exercise price of any Telesat Option grantedunder the Historic Plans was fixed by the board of directors of Telesat Canada (the “Telesat Canada Board”) when TelesatOptions were granted, at not less than fair market value. The Historic Plans provide that a Telesat Option will be exercisable duringa period established by the Telesat Canada Board which would commence on the date of the grant and terminate no later than 10 years afterthe date of the granting of the option or such shorter period as the Telesat Canada Board may determine. However, in 2018 the TelesatCanada Board and Telesat Canada Compensation Committee determined it would be in the best interests of Telesat to extend the expiry dateof Telesat Options issued under the 2008 Telesat Plan by five years. The result is that these Telesat Options expiration dates were extendedto between 2023 and 2025.

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Telesat Stock Appreciation Rights

The Historic Plans also provided for the issueof tandem share appreciation rights (referred to as “Telesat Tandem SARs”) which may be granted in connection withTelesat Options granted under the Historic Plans, at or after the time of grant of such Telesat Options. Telesat Tandem SARs entitle therecipient to surrender to Telesat, unexercised, the right to subscribe for Non-Voting Participating Preferred Shares pursuant to the relatedTelesat Option and to receive from Telesat Canada cash or Non-Voting Participating Preferred Shares in an amount equal to the excess ofthe market value of a Telesat Option over the exercise price under the related Telesat Option, net of any applicable withholding taxesand other required source deductions. Telesat Tandem SARs were only awarded to certain executive officers and there are no remaining TandemSARs issued and outstanding.

Telesat Restricted Share Units

A Telesat Canada restricted share unit (a “TelesatRSU”) entitled the recipient to receive Non-Voting Participating Preferred Shares of Telesat Canada, which were convertibleat the discretion of the holder into Telesat Common Shares, cash or other property equal in value to of the Telesat Common Shares.

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 enterinto an exchange agreement with Telesat Corporation in respect of his or her Telesat Options, Telesat Tandem SARs and Telesat RSUs (the“Optionholder Exchange Agreements”). Pursuant to the Optionholder Exchange Agreements, each holder of the Telesat Options,Telesat Tandem SARs and Telesat RSUs had the right to exchange his or her Telesat Options, Telesat Tandem SARs and Telesat RSUs for correspondingoptions, restricted share units and tandem share appreciation rights, as applicable, of Telesat Corporation. The corresponding incentivesecurities have similar vesting terms as the Telesat Options, Telesat Tandem SARs and Telesat RSUs, however, the number of underlyingTelesat Public Shares and exercise prices, as applicable, were adjusted to take into consideration the Telesat-to-TelesatCorporationExchange Ratio. In connection with the completion of the Transaction certain necessary modifications and amendments were made to the HistoricPlans and RSU Plan to meet the requirements of the NASDAQ and TSX, including amendments (i) to give effect to the changes in our corporatestructure contemplated by the Transaction; and (ii) include provisions and restrictions relating to amendment of the Historic Plans andRSU Plan or outstanding awards thereunder.

2023 Long-term Incentive Awards

Grants to the NEOs in 2023 under the Omnibus Planconsisted of RSUs, Telesat Corporation Options, PSUs and, in order to mitigate dilution to Telesat’s shareholders, a portion ofthe long-term incentive award was payable in cash. RSUs and Telesat Corporation Options vest rateably over three years with one-thirdvesting at the end of each year. PSUs vest over a three-year term based on meeting key milestones. The cash component of the long-termincentive award is payable conditional upon the vesting of the RSU and PSU awards.

Defined Benefit and Supplemental RetirementPlans for Designated Employees

We sponsor two non-contributory defined benefitpension arrangements for our executives: (i) the “Pension Plan for Designated Employees of Telesat Canada,” which is a registeredpension plan as defined in the Income Tax Act; and (ii) a supplemental employee retirement pension that covers pension benefits in excessof the tax limits imposed on the registered pension plan.

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Both pension programs provide for an annual pensionbased on service and final average earnings and include survivor benefits. The pension can commence without reduction as early as age60 or 35 years of service. Earlier retirement is possible with a reduction of ¹/₄% for each month before the unreducedretirement date. Pensions are indexed to 50% of the consumer price index for each year.

Prerequisites and Other Benefits

The Company does not provide significant perquisitesto the NEOs, but they do receive medical insurance coverage, relocation payments, as applicable, and in the case of our CEO, as discussedin the Employment Agreement section below, tax equalization payments. For certain NEOs, we provide US health insurance coverage.

Compensation Risk Oversight

As part of the review of the compensation paidto our executives, the Board and Human Resources & Compensation Committee consider the potential risks associated with the structureand design of our various compensation plans. Our compensation programs do not encourage excessive or unnecessary risk-taking behavior.Overall, we found that there were no significant risks arising from our executive compensation programs that were reasonably likely tohave a material adverse effect on Telesat.

Historically, our NEOs were awarded Telesat Optionsand, in certain cases, Telesat Tandem SARs with vesting schedules that were aligned with mid and long-term decision making, which discouragesexcessive risk taking for short-term gains and aligns our NEOs’ interests with those of our shareholders. As a public company, theBoard and Human Resources & Compensation Committee will continue to work with our compensation consultant to enhance our compensationprogram by considering additional measures designed to discourage excessive risk taking and promote long-term thinking.

Insider Trading and Hedging Policy

We have adopted a customary insider trading policy,which, among other things, prohibits our executive officers and directors from purchasing financial instruments that are designed to hedgeor offset any decrease in market value of Telesat Corporation’s equity securities granted as compensation or held, directly or indirectly,by the executive officer or director.

Executive Stock Ownership Guidelines

We have implemented share ownership guidelinesfor our executives to align the interests of such executives with those of our Shareholders. The ownership guidelines establish minimumequity ownership levels for each of our executives based on a multiple of their annual base salary. Such executives are expected to meetthe prescribed ownership levels within five years of the later of (i) completion of the Transaction and (ii) the date of their appointmentto their executive position. Common Shares and the value of equity-based awards will be included in determining an individual’sequity ownership value. The ownership guideline for our CEO is 5x his annual base salary. The ownership guideline for our other NEOs is2x their annual base salary and the ownership guideline for our other executives is 1x their annual base salary.

Clawback Policy

In 2023, the Board adopted a specific policy torecoup or claw back incentive compensation under appropriate circ*mstances. The Board currently has discretion under the plansto reduce current or future awards should that be appropriate.

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Summary Compensation Table

The following table sets out information concerningthe compensation earned by, paid to, or awarded to our NEOs in the three most recently completed fiscal years:

Notes:

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Performance Graph

The following graph compares the Company’scumulative shareholder return to the S&P/TSX Composite Index on a quarterly basis over the time period November 19, 2021 (being thedate the Company’s ClassA common shares and ClassB variable voting shares began trading on the TSX) until December 31,2023, assuming a reinvestment of any dividends and considering a $100 investment on November 19, 2021.

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The market price of Telesat Common Shares is subjectto fluctuation based on several factors, many of which are outside Telesat’s control. These include market perception of the Company’sability to achieve business goals, trading volume of Telesat Common Shares, changes in economic conditions and the financial markets andother general developments in the industry that affect the Company. Accordingly, the Telesat Common Share price and total shareholderreturn over the measurement period may not be reflective of the Company’s financial performance or management’s efforts inenhancing shareholder value. For the period since the Company became a reporting issuer, the total compensation of the NEOs is not directlycorrelated with the trend of the return on investment of the Telesat Common Shares shown in the above graph.

While a significant portion of the compensationof NEOs is performance-based, it is difficult to correlate compensation to the trends shown in the above performance graph. As describedin our “Compensation Discussion and Analysis”, base salaries are not determined based on share price, benchmarks or a specificformula, but rather are set to be competitive with industry levels and are determined on an individual basis taking into account the scopeof the executive officer’s responsibilities and their prior experience. Adjustments to base salaries are determined annually bythe Board on the recommendation of the Human Resources & Compensation Committee and may be increased based on the executive officer’sperformance, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the yearto reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities. Similarly, annualcash incentive awards are measured with reference to Adjusted EBITDA performance goals for the fiscal year. Total shareholder return andshare price are not factored into annual cash incentive awards. Long-term incentives (Telesat Corporation Options, Telesat CorporationRSUs, Telesat Corporation PSUs and Telesat Corporation DSUs) are awarded and vest as described in this circular. The price of TelesatCommon Shares at the time long-term incentives are awards will influence the number of units granted (in the case of Telesat CorporationRSUs, Telesat Corporation PSUs and Telesat Corporation DSUs) and the number of Telesat Corporation Options granted, along with their exerciseprice. Once long-term incentives vest, the value that an NEO may realize fluctuates based on the Telesat Common Share price, aligningthe interests of NEOs with those of Telesat’s shareholders.

Employment Agreements

We have written employment agreements with eachof our NEOs and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plansavailable to the most senior employees of Telesat. Certain NEOs are, however, entitled to extended health benefits that are not otherwiseavailable to other senior employees of Telesat.

Daniel S. Goldberg, President and ChiefExecutive Officer

Mr. Goldberg’s employment agreement executedin September 2008 provides for base salary, an annual performance bonus, an annual tax gross up payment (that compensates Mr. Goldbergfor the higher taxes he is required to pay in Ontario, Canada as compared to the taxes he would pay if he resided in the United States),health benefits, and participation in the Historic Plans and successor plans.

The employment agreement with Mr. Goldberg specifiesthe amounts or items payable, including severance, to Mr. Goldberg in the event that he is terminated without cause or resigns with goodreason. The payment of severance to Mr. Goldberg is conditioned on his execution of a release of claims.

If Mr. Goldberg is terminated without cause orresigns with good reason, Mr. Goldberg will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amountsor benefits which have accrued to the termination date, (ii) any earned but unpaid bonus from the previous year, (iii) a prorated bonusfor the year in which termination occurs based on the prior year’s bonus, (iv) an amount equal to two and a half times the sum ofhis base salary and the greater of the minimum bonus set out in the bonus agreement (see below) and his bonus paid in the previous year,(v) a payment for outplacement services and moving expenses up to US$25,000, and (vi) a monthly payment in lieu of continuing medicalcoverage for 30 months to ensure Mr.Goldberg can maintain equivalent medical coverage to that which was in place on the date oftermination.

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If Mr. Goldberg is terminated with cause or dueto his resignation, Mr. Goldberg will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amountsor benefits which have accrued to the termination date and (ii) any earned but unpaid bonus from the previous year. Mr. Goldberg’semployment agreement also entitles him to participate in Telesat’s pension plan for designated employees and its supplemental retirementplan for designated employees.

Mr. Goldberg’s employment agreement alsocontains customary confidentiality and non-disparagement covenants and certain restrictive covenants that will continue to apply followingthe termination of his employment, including non-solicitation and non-competition provisions which are in effect during Mr. Goldberg’semployment and for one year following the termination of his employment.

Andrew Browne, Chief Financial Officer

Mr. Browne’s employment agreement providesfor base salary, an annual performance bonus, benefits and participation in the Historic Plans and successor plans.

The employment agreement with Mr. Browne specifiesthe amounts or items payable, including severance, to Mr. Browne in the event that he is terminated without cause or resigns with goodreason. The payment of severance to Mr. Browne is conditioned on his execution of a release of claims.

If Mr. Browne is terminated without cause or resignswith good reason, Mr. Browne will be entitled to: (i)his accrued but unpaid base salary, and vacation pay, and any expenses, amountsor benefits which have accrued to the termination date, (ii) one month’s base salary, (iii) any earned but unpaid signing bonusor annual from the previous year, (iv) a prorated bonus based on the prior year’s bonus, (v) an amount equal to two times the sumof his base salary and the greater of his bonus paid for either of the two previous years, (vi) a payment for outplacement services andmoving expenses, and (vii) a monthly payment in lieu of continuing medical coverage for 24 months.

If Mr. Browne is terminated with cause or dueto his resignation, Mr. Browne will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amounts orbenefits which have accrued to the termination date, (ii) one month’s base salary, and (iii) any earned but unpaid bonus from theprevious year.

Mr. Browne’s employment agreement also entitleshim to participate in Telesat’s pension plan for designated employees and its supplemental retirement plan for designated employees.

Mr. Browne’s employment agreement also containscustomary confidentiality and non-solicitation covenants and certain restrictive covenants that will continue to apply following the terminationof his employment, including non-solicitation and non-competition provisions which are in effect during Mr.Browne’s employmentand for one year following the termination of his employment.

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Michael Schwartz, Senior Vice President,Corporate and Business Development

Mr. Schwartz’s employment agreement providesfor base salary, an annual performance bonus, benefits and participation in the Historic Plans and successor plans.

The employment agreement with Mr. Schwartz specifiesthe amounts or items payable, including severance, to Mr. Schwartz in the event that he is terminated without cause or resigns with goodreason. The payment of severance to Mr. Schwartz is conditioned on his execution of a release of claims.

If Mr. Schwartz is terminated without cause orresigns with good reason, Mr. Schwartz will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amountsor benefits which have accrued to the termination date, (ii) one month’s base salary, (iii) any earned but unpaid bonus from theprevious year, (iv) a prorated bonus based on the prior year’s bonus, (v) an amount equal to two times the sum of his base salaryplus the greater of his bonus paid for either of the two previous years, (vi) a payment for outplacement services and moving expenses,and (vii) a monthly payment in lieu of continuing medical coverage for 24 months.

If Mr. Schwartz is terminated with cause or dueto his resignation, Mr. Schwartz will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amountsor benefits which have accrued to the termination date, (ii) one month’s base salary, and (iii) any earned but unpaid bonus fromthe previous year. Mr. Schwartz’s employment agreement also entitles him to participate in Telesat’s pension plan for designatedemployees and its supplemental retirement plan for designated employees.

Mr. Schwartz’s employment agreement alsocontains customary confidentiality and non-disparagement covenants and certain restrictive covenants that will continue to apply followingthe termination of his employment, including non-competition and non-solicitation provisions which are in effect during Mr.Schwartzemployment and for the one year following the termination of his employment, respectively.

David Wendling, Chief Technical Officer

Mr. Wendling’s employment agreement providesfor base salary, an annual performance bonus, benefits and participation in the Historic Plans and successor plans.

The employment agreement with Mr. Wendling specifiesthe amounts or items payable, including severance, to Mr. Wendling in the event that he is terminated without cause or resigns with goodreason. The payment of severance to Mr. Wendling is conditioned on his execution of a release of claims.

If Mr. Wendling is terminated without cause orresigns with good reason, Mr. Wendling will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amountsor benefits which have accrued to the termination date, (ii) any earned but unpaid bonus from the previous year, (iii) a prorated bonusbased on the prior year’s bonus, (iv) an amount equal to two times his base salary plus his bonus, based on his average bonus forthe three previous years, and his monthly expense allowance for 24 months, (v) a monthly payment in lieu of continuing group health benefitsfor 24 months; and (vi) payment for outplacement services.

If Mr. Wendling is terminated with cause or resignsfor good reason, Mr. Wendling will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amounts orbenefits which have accrued to the termination date and (ii) any earned but unpaid bonus from the previous year.

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Mr. Wendling’s employment agreement alsoentitles him to participate in Telesat’s pension plan for designated employees and its supplemental retirement plan for designatedemployees.

Mr. Wendling’s employment agreement alsocontains customary confidentiality and non-disparagement covenants and certain restrictive covenants that will continue to apply followingthe termination of his employment, including non-competition and non-solicitation provisions which are in effect during Mr.Wendlingemployment and for one year following the termination of his employment.

Glenn Katz, Chief Commercial Officer

Mr. Katz’s employment agreement providesfor base salary, an annual performance bonus, benefits and participation in the Omnibus Plan and any successor plans.

The employment agreement with Mr. Katz specifiesthe amounts or items payable, including severance, to Mr. Katz in the event that he is terminated without cause or resigns with good reason.The payment of severance to Mr. Katz is conditioned on his execution of a release of claims.

If Mr. Katz is terminated without cause or resignswith good reason, Mr. Katz will be entitled to: (i) his accrued but unpaid base salary, and vacation pay, and any expenses, amounts orbenefits which have accrued to the termination date, (ii) any earned but unpaid signing bonus or annual from the previous year, (iii)a prorated bonus based on the prior year’s bonus, (iv) an amount equal to a Severance Factor times the sum of his base salary andthe greater of his bonus paid for either of the two previous years, (v) a payment for outplacement services and moving expenses, and (vi)a monthly payment in lieu of continuing medical coverage for 6 months. The Severance Factor is 0.5 if termination without cause or resignationwith good reason occurs within 5 years of commencement his employment and is equal to 1.0 if it occurs thereafter.

If Mr. Katz is terminated with cause or due tohis resignation, Mr. Katz will be entitled to: (i) his accrued but unpaid base salary, vacation pay, and any expenses, amounts or benefitswhich have accrued to the termination date and (ii) any earned but unpaid bonus from the previous year.

Mr. Katz’s employment agreement also entitleshim to participate in Telesat’s pension plan for designated employees and its supplemental retirement plan for designated employees.

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Outstanding Option-Based Awards and Share-BasedAwards

The following table sets out information concerningthe option-based and share-based awards granted to our NEOs outstanding as at December 31, 2023:

Note:

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Incentive Plan Awards — Value Vestedor Earned During the Year

The following table indicates, for each of ourNEOs, a summary of the value of the option-based and share-based awards vested in accordance with their terms during the year ended December31, 2023:

Defined Benefits Plan Table

Telesat maintains a defined benefit pension planfor certain of its employees, including the NEOs. Benefits under this defined benefit plan are based on the employee’s years ofservice and the plan’s benefit formula.

Benefits under the defined benefit pension planare calculated by adding (i) ¹/₄% of the three-year average of the annual maximum pensionable earnings (which was$66,600 for 2023); and (ii) 2.0% of the three-year average earnings in excess of the annual maximumpensionable earnings. For the purposes of this formula, earnings include the annual salary and 75% of the lesser of actual or target performanceinventive for the specific year.

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In respect of the NEOs, below is a table relatedto Telesat’s defined benefit plan:

Notes:

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Termination and Change of Control Benefits

The following table describes the impact of certainevents upon the rights of holders of Telesat Corporation equity awards under the Omnibus Plan and the terms of participants’ employmentagreements and grant agreements, including termination for cause, resignation, retirement and termination other than for cause, terminationfollowing a change of control, and death or long-term disability, except as may be otherwise determined by the Telesat Corporation Boardin its sole discretion:

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The table below shows the incremental paymentsthat would be made to our NEOs under the terms of their employment and other agreements upon the occurrence of certain events, if suchevents had occurred on December 31, 2023.

Notes:

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DIRECTOR COMPENSATION

Telesat has implemented a director compensationprogram that attracts and retains global talent to serve on the Board, taking into account the risks and responsibilities of being aneffective director. Our objective regarding director compensation is to follow the best practices with respect to retainers and the formatand weighting of the cash and equity components of compensation, and the implementation of share ownership guidelines. We believe theselected approaches have helped attract, and will help to attract and retain, strong members for the Board who will be able to fulfiltheir fiduciary responsibilities without competing interests. The Board, through the Nominating & Corporate Governance Committee,will be responsible for reviewing and approving any changes to the directors’ compensation arrangements.

Following best practice, Telesat does not offera meeting fee for directors. The total non-executive director retainer is deemed to be full payment for the role of director. The exceptionto this approach would be in the event of a merger or acquisition, or other special circ*mstance that required more meetings than aretypically required, in which case a “special” fee may be granted. Also, an additional retainer premium is provided to thechair and each of the members of the Audit Committee, the Human Resources & Compensation Committee and Nominating & CorporateGovernance Committee, as well as the lead director, to the extent one is appointed, to reflect the additional time commitment, level ofresponsibility and skills required in such role.

The fee schedule for Telesat’s non-executivedirectors is as follows:

Notes:

All directors are entitled to be reimbursed forexpenses reasonably incurred by them in their capacity as directors.

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The table below shows compensation earned by directorsfor the financial year ended December 31, 2023.

Notes:

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Outstanding Share-Based Awards

The following table sets out information concerningthe share-based awards granted to our directors outstanding as at December 31, 2023:

Notes:

Director Share Ownership Guidelines

We have implemented director share ownership guidelinesfor directors to further align the interests of such directors with those of our Shareholders. The ownership guidelines establish minimumequity ownership levels for each of our directors based on a multiple of their annual Board retainer. Such directors are expected to meetthe prescribed ownership levels within five years of the later of (i) completion of the Transaction and (ii) the date of their appointmentto the Board. Common Shares and the value of DSUs and any other equity-based awards will be included in determining an individual’sequity ownership value. The ownership guideline for these directors is 3x their annual Board cash retainer.

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Details of the Omnibus Long-Term IncentivePlan

The interest of any participant in any Award isnot assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descentand distribution, provided, however, that with the Board’s prior written consent and subject to certain conditions as the Boardmay stipulate, Teleast Corporation Options may be transferred or assigned by a participant to a participant’s family or retirementsavings trust or any registered retirement savings plans or registered retirement income funds of which the participant is and remainsthe annuitant.

The Omnibus Plan provides that appropriate adjustments,if any, will be made by the Board in connection with a reclassification, reorganization or other change of our shares, share split orconsolidation, distribution, merger, arrangement or amalgamation, in the Telesat Public Shares issuable or amounts payable to precludea dilution or enlargement of the benefits under the Omnibus Plan.

The maximum number of Telesat Public Shares reservedfor issuance under our Omnibus Plan is currently 2,972,816 Telesat Public Shares, which represents 5.9% of the aggregate number of TelesatCorporation Shares issued and outstanding as at December 31, 2023, on a diluted basis assuming the exchange of all Exchangeable Unitsinto Telesat Corporation Shares (not including any awards outstanding under the Historic Plans). At the Meeting, the Company will seekthe approval of Shareholders to increase the number of Telesat Public Shares reserved for issuance under the Omnibus Plan to 5,017,401,which represents 10% of the aggregate number of Telesat Corporation Shares issued and outstanding as at the date of this Information Circular,calculated on the same basis as set forth earlier in this paragraph. Shareholders of the Company are being asked to approve the increaseby a majority of votes cast and the full text of the resolution is set forth above in “Business to be Conducted at the Meeting —Proposed Amendment to the Omnibus Incentive Plan”. For the purposes of calculating the maximum number of Telesat Public Shares reservedfor issuance under the Omnibus Plan and the Historic Plans, any issuance from treasury by Telesat that is issued in reliance upon an exemptionunder applicable stock exchange rules applicable to equity based compensation arrangements used as an inducement to person(s) or company(ies)not previously employed by and not previously an insider of Telesat shall not be included. All of the Telesat Public Shares covered byAwards that are exercised or settled in cash or cancelled or terminated will again become available Telesat Public Shares for the purposesof Awards that may be subsequently granted under the Omnibus Plan.

The maximum number of Telesat Public Shares thatare: (i) issued to insiders of Telesat within any one-year period; and (ii) issuable to insiders of Telesat at any time, in each case,under the Omnibus Plan alone, or when combined with all of Telesat’s other security-based compensation arrangements cannot exceed10% of the aggregate number of Telesat Corporation Shares issued and outstanding from time to time, on a diluted basis assuming the exchangeof all Exchangeable Units into Telesat Corporation Shares.

The total annual grant to any one non-employeedirector under all share compensation arrangements shall not exceed an aggregate grant value of $100,000 in Options and $150,000 in equity,other than with respect to any DSUs granted to a non-employee director in lieu of their cash retainer.

The Omnibus Plan does not provide for a maximumnumber of shares which may be issued to an individual, other than an insider, pursuant to the Omnibus Plan and any other share compensationarrangement (expressed as a percentage or otherwise).

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Unless the Board determines otherwise at the timeof grant or issuance of the Award, when normal cash dividends (other than stock dividends) are paid on Telesat Public Shares, participantsshall receive additional DSUs, RSUs and/or PSUs, as applicable as of the dividend payment date (“Dividend Share Units”).Dividend Share Units granted to a participant in accordance with the Omnibus Plan shall be subject to the same vesting conditions andsettlement terms as applicable to the related DSUs, RSUs and/or PSUs in accordance with the respective Award Agreement.

In connection with a change of control event ofTelesat, the Board may take such action as the Board in its sole discretion considers appropriate in the circ*mstances, including, withoutlimitation, (i) changing the vesting or manner of settlement of any Award, (ii) changing the expiry date or term of any Award, (iii) providingfor the substitution or replacement of Awards, including with awards of the surviving entity, or (iv) providing for the cancellation ofAwards, provided that all Awards to be so cancelled will first vest and become exercisable prior to such change of control event in accordancewith the provisions of the Omnibus Plan.

The Board may, in its sole discretion, suspendor terminate the Omnibus Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the OmnibusPlan or of any Award granted under the Omnibus Plan and any grant agreement relating thereto, subject to compliance with applicable lawand any required shareholder, regulatory and/or NASDAQ, and, if applicable the TSX, approval, provided that any such amendment or revisionmay not materially adversely affect the rights of a participant under the Omnibus Plan without such participant’s consent.

Pursuant to the terms of the Omnibus Plan, shareholderapproval is not required for the following amendments, and the Board may make any amendments to the Omnibus Plan or to any Awards fromtime to time which may include but are not limited to:

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Pursuant to the terms of the Omnibus Plan, shareholderapproval is required for the following amendments:

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Burn Rate

The annual burn rate for the Omnibus Plan, forFiscal 2022 and 2023, expressed as a percentage and calculated by dividing the number of equity awards granted during the financial yearby the weighted average number of Telesat Corporation Shares and Exchangeable Units outstanding is 1.6% and 2.8%, respectively. The burnrate for Fiscal 2023 set forth below does not contemplate any awards made between January 1, 2024, and the date of this Information Circular.

Equity Interests Subject to the Omnibus Long-TermIncentive Plan and Historic Plans

The Omnibus Plan reserved a certain number ofTelesat Public Shares for issuance. The maximum number of Telesat Public Shares reserved for issuance under our Omnibus Plan is 2,972,816Telesat Public Shares, which represents 5.9% of the aggregate number of Telesat Corporation Shares issued and outstanding as at December31, 2023, on a diluted basis assuming the exchange of all Telesat Partnership Unitsinto Telesat Corporation Shares (not includingany awards outstanding under the Historic Plans). During 2023, Telesat granted 550,519 stock options, 577,536 RSUs, 281,683 PSUs and 78,040DSUs. As at April 25, 2024, 803,265 stock options, 904,604 RSUs, 786,205 PSUs and 152,329 DSUs are issued and outstanding.

The 2008 Telesat Plan reserved a certain numberof Telesat Non-Voting Participating Preferred Shares for issuance upon due exercise of Telesat Options. The 738,667 Telesat Options issuedand outstanding immediately prior to the completion of the Transaction were converted into 305,499 Telesat Corporation Options, of which69,386 remain issued outstanding as at April 25, 2024. No further Telesat Options will be granted under the 2008 Telesat Plan.

The 2013 Telesat Plan reserved a certain numberof Telesat Non-Voting Participating Preferred Shares for issuance upon due exercise of Telesat Options. The 1,446,797 Telesat Optionsissued and outstanding immediately prior to the completion of the Transaction were converted into 595,290 Telesat Corporation Options,of which 54,283 remain issued outstanding as at April 25, 2024. No further Telesat Options will be granted under the 2013 Telesat Plan.

The RSU Plan reserved a certain number of TelesatNon-Voting Participating Preferred Shares for issuance upon vesting of the Telesat RSUs awarded under the plan. The 3,530,000 TelesatRSUs issued and outstanding under the RSU Plan (of which nil have vested) immediately prior to the completion of the Transaction wereconverted into 1,460,008 Telesat Corporation RSUs, of which 641,768 remain issued and outstanding as at April 25, 2024. No further RSUswill be granted under the RSU Plan.

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INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the proposed directors or executive officersof the Company are indebted to the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows information, as at December31, 2023, on the equity compensation plans under which shares are authorized for issuance.

Note:

For more information on the material featuresof our equity-based compensation plans, see “Equity Interests Subject to the Historic Plans” and “Omnibus Long TermIncentive Plan” above.

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STATEMENTOF GOVERNANCE PRACTICES

Capitalizedterms note otherwise defined in this Statement of Governance Practices have the meanings ascribed to such term in the “Glossary”attached to this Information Circular at Appendix A.

Compositionof the Telesat Corporation Board of Directors

Underthe Telesat Corporation Articles and the Investor Rights Agreements, for so long as either PSP Investments or MHR (or, if applicable,a person to whom PSP Investments or MHR has delegated its right to designate directors to the Telesat Corporation Board under the TelesatCorporation Articles), is a 5% Holder, the Telesat Corporation Board will consist of ten directors, unless a change to the number ofdirectors of the Telesat Corporation Board is approved by a majority of the Specially Designated Directors then in office (in additionto being approved by PSP Investments or MHR as required under their respective Investor Rights Agreements and the Telesat CorporationArticles, if applicable).

TheTelesat Corporation Board, as constituted, includes the Chief Executive Officer of Telesat Corporation, three directors designated byPSP Investments and its affiliates, three directors designated by MHR and its affiliates, and three independent directors who are unaffiliatedwith MHR and PSP Investments designated by the Nominating & Corporate Governance Committee, each of whom must qualify as a SpeciallyDesignated Director. Thereafter, the number of directors shall be set by resolution of the shareholders or as adjusted by the TelesatCorporation Board from time to time, subject to the provisions of the BCBCA.

Untilthe Special Nomination Termination Date, any designee of the Nominating & Corporate Governance Committee may be rejected by the TelesatCorporation Board only for Good Cause (as defined in the Telesat Corporation Articles), in which case the Nominating & CorporateGovernance Committee shall have the right to designate a substitute designee.

Followingthe Special Nomination Termination Date, approval of the Telesat Corporation Board will be required for the appointment of three of thedesignees proposed by the Nominating & Corporate Governance Committee, though until the Special Board Date, such approval is notto be unreasonably withheld and approval of at least a majority of the Specially Designated Directors then in office, not to be unreasonablywithheld, will also be required. In addition, for purposes of Telesat Corporation’s annual meeting of shareholders to be held incalendar year 2024, three of the designees proposed by the Nominating & Corporate Governance Committee may instead be designatedby a subset of its members selected by the Telesat Corporation Board, with any such subset of the members of the Nominating & CorporateGovernance Committee to be selected by the Telesat Corporation Board and to include at least the three members required to be appointedto the Nominating & Corporate Governance Committee under the Telesat Corporation Articles.

Pursuantto the Investor Rights Agreements, if PSP Investments or MHR, respectively, decreases their respective aggregate ownership of TelesatCorporation Shares and Exchangeable Units at any time such that it owns less than 25%, 15% or 5%, respectively, of all of the issuedand outstanding Telesat Corporation Shares and Exchangeable Units as of the completion of the Transaction, the number of directors whichsuch party is entitled to designate to the Telesat Corporation Board will decrease to two, one and zero, respectively. The number ofindependent directors that the Nominating & Corporate Governance Committee may designate to the Telesat Corporation Board will beincreased by one each time the number of designees PSP Investments or MHR (or, if applicable, a person to whom PSP Investments or MHRhas delegated its right to designate directors to the Telesat Corporation Board under the Telesat Corporation Articles) is entitled todesignate is reduced by one, until there are no such designees. In general, such independent directors must be Canadian.

Directorsof Telesat Corporation may only be removed with an affirmative vote of at least 75% of the votes attached to the outstanding TelesatCorporation Shares and Special Voting Shares, voting together as a single class. However, if PSP Investments or MHR (or one of its respectiveassignees, if applicable) provides written notice to Telesat Corporation that one of the directors that it had designated to the TelesatCorporation Board will resign, the delivery of such notice will be deemed such designator’s resignation.

Suchresignation will be effective immediately upon receipt of such written notice by Telesat Corporation without consent or acceptance ofthe Telesat Corporation Board or any of its shareholders.

TheTelesat Corporation Board has established three committees in accordance with the terms of the Telesat Corporation Articles: the AuditCommittee, the Nominating & Corporate Governance Committee, and the Human Resources & Compensation Committee (each as definedbelow). See the remainder of this section and “— Committees of our Board of Directors” for a further description ofthe committees.

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CanadianDirector and Committee Member Requirements

TheTelesat Corporation Articles include certain requirements of directors of Telesat Corporation, so Telesat Corporation may maintain itsstatus as a Canadian (for the purposes of this section, as defined in the Investment Canada Act) controlled entity. These requirementsinclude that, prior to the occurrence of an Unwind Trigger, at least a majority of the Telesat Corporation Board be comprised of directorswho are both (i) Canadian (as defined in the Investment Canada Act) and (ii) nominated for election by either: (x)the Nominating& Corporate Governance Committee, if comprised of a majority of Canadian directors, (y) PSP Investments, or its affiliates, or (z)a shareholder who is Canadian.

Additionally,until the occurrence of an Unwind Transaction, at least a majority of the directors serving on each of the Audit Committee, the Nominating& Corporate Governance Committee, the Human Resources & Compensation Committee and any other committee formed in accordance withthe Telesat Corporation Board, is required to be both (i) Canadian and (ii) nominated for election by either: (x) the Nominating &Corporate Governance Committee, if comprised of a majority of Canadian directors, (y) PSP Investments, or its affiliates, or (z) a Shareholderwho is Canadian; provided that no committee member designated by MHR (or its assignee, if applicable) shall be required to be Canadian.

NominationRights of Principal Shareholders

Asdescribed above, under the Investor Rights Agreements, Telesat Corporation’s principal shareholders, namely PSP Investments andMHR and their affiliates, are each granted a right to nominate three directors to the Telesat Corporation Board. Further, so long asthe applicable principal shareholder has the right to designate at least one director to the Telesat Corporation Board, it will havethe right, though not the obligation, to select one of the directors it designated to the Telesat Corporation Board to serve on or bean observer to Telesat Corporation’s Audit Committee, Human Resources & Compensation Committee, and Nominating & CorporateGovernance Committee or any other committee which may be formed in accordance with Telesat Corporation’s Articles (provided thatthe mandate of such committee is not solely to consider any contract or transaction between Telesat Corporation and the applicable principalshareholder or any of its affiliates).

Pursuantto the Investor Rights Agreements, PSP Investments and MHR agree, among other things, to not (i) call or knowingly facilitate the callingof a special meeting of the shareholders of Telesat Corporation or the partners of Telesat Partnership for the purpose of the electionor 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 theelection or removal of any directors of Telesat Corporation or amendments to the Telesat Corporation Articles or the Partnership Agreementor (iii) request that Telesat Corporation or the Telesat Corporation Board take any action that is inconsistent with the foregoing.

TheInvestor Rights Agreements allow each of PSP Investments and MHR to transfer its respective right to designate one member of the TelesatCorporation Board to a third party if the applicable principal shareholder transfers an amount of Telesat Public Shares, ClassCShares, Exchangeable Units or any right or security that is exercisable for, convertible into or exchangeable for Telesat CorporationShares representing (i) at least 9.9% of the issued and outstanding Telesat Corporation Shares on a fully diluted basis as of the completionof the Transaction and (ii) at least 5% of the issued and outstanding Telesat Corporation Shares on a fully diluted basis at the timeof such transfer. The acquirer’s right to designate one member to the Telesat Corporation Board will terminate upon the date thatsuch acquirer holds Telesat Corporation Shares, Exchangeable Units or any right or security that is exercisable for, convertible intoor exchangeable for Telesat Corporation Shares representing less than 5% of the issued and outstanding Telesat Corporation Shares ona fully diluted basis. Telesat Corporation agrees to take certain actions to reasonably cooperate with PSP Investments and/or MHR tofacilitate a sale of PSP Investments’ or MHR’s Telesat Corporation Shares or Exchangeable Units, as applicable, to a thirdparty, at PSP Investments’ and/or MHR’s sole cost and expense, for so long as PSP Investments or MHR, as applicable, beneficiallyowns at least 10% of the Telesat Corporation Shares or Exchangeable Units on a fully diluted basis.

Additionalnegotiated rights of PSP Investments and MHR are contained in the Telesat Corporation Articles and Partnership Agreement, and are discussedunder “Description of Share Capital and Voting Structure.”

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DirectorIndependence

Pursuantto NASDAQ Rule 5605, an “independent director” means a person other than an executive officer or employee of the companyto whose board they are appointed to or any other individual having a relationship which, in the opinion of such company’s boardof directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition,the NASDAQ Marketplace Rules contain certain “bright-line” tests of independence that a board of directors must considerbefore making a determination of independence. Under NI58-101, a director is considered to be independent if he or she is independentwithin the meaning of Section 1.4 of National Instrument 52-110 — Audit Committees of the securities commissions and similar regulatoryauthorities in all of the provinces and territories in Canada (“NI52-110”). Pursuant to NI52-110, an independentdirector is a director who is free from any direct or indirect material relationship with Telesat which could, in the view of the TelesatCorporation Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Basedupon information requested from and provided by each director concerning his or her background, employment and affiliations, includingfamily relationships, the Telesat Corporation Board has determined that all of the members of the Telesat Corporation Board, other thanDaniel S. Goldberg and Michael Targoff, representing two of its ten directors, are “independent” within the meaning of NI58-101and NASDAQ Rule 5605. Telesat’s Chief Executive Officer, Daniel S. Goldberg, is not independent as a result of his position withTelesat Corporation. Michael Targoff is not independent because he received certain consulting fees under a consulting agreement enteredinto between Mr. Targoff and Loral on December 14, 2012, pursuant to which he was engaged as a part-time consultant to the board of directorsof Loral to assist with respect to the oversight of strategic matters relating to Telesat Canada and XTAR, LLC. Mr. Targoff receivedconsulting fees of US$120,000 per month before deduction of certain net expenses for which he reimbursed Loral. For the year ended December31, 2021, Mr. Targoff earned US$1,272,000 (before his expense reimbursem*nt to Loral of US$39,750). This agreement was terminated effectiveNovember 18, 2021.

Pursuantto the Telesat Corporation Articles, the Telesat Corporation Board must also include three Specially Designated Directors for so longas either PSP Investments or MHR (or either of their respective affiliates) has the right to designate at least one director to the TelesatCorporation Board pursuant to their respective Investor Rights Agreements, as described above under “— Composition of theTelesat Corporation Board and Committees.” A “Specially Designated Director” is a director who (i) is initially designatedas a Specially Designated Director or is nominated as a Specially Designated Director by the Nominating & Corporate Governance Committee(or, for purposes of Telesat Corporation’s annual meeting of shareholders to be held in calendar year 2024, a subset thereof) andnot designated to the Telesat Corporation Board by either PSP Investments or MHR, (ii) (x) satisfies the independence requirements ofthe 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 NI52-110 and (z) is “independent” of Telesat Corporation within the meaningof Section 10A(m)(3)(B) of the United States Securities Exchange Act of 1934, (iii) is not an affiliate or associate of MHR, PSP Investmentsor any other person with a contractual right to designate director nominees (or their respective affiliates), (iv) together with suchperson’s immediate family and affiliates, has not received compensation or payments from MHR, PSP Investments or any other personwith a contractual right to designate director nominees (or their respective affiliates) in any of the past three years in an amountin excess of US$120,000 per annum, excluding for these purposes any directors fees, and (v) is Canadian (as defined in the InvestmentCanada Act).

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DirectorTerm Limits and Other Mechanisms of Telesat Corporation Board Renewal

TheTelesat Corporation Board has not adopted director term limits or other automatic mechanisms of renewal of its members. Rather than adoptingformal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Nominating & Corporate GovernanceCommittee of the Telesat Corporation Board will seek to maintain the composition of the Telesat Corporation Board in a way that provides,in the judgment of the Telesat Corporation Board, the best mix of skills and experience to provide for Telesat Corporation’s overallstewardship. The Nominating & Corporate Governance Committee also is expected to conduct an annual assessment of the Telesat CorporationBoard, each committee, the Chair, each committee chair and each director regarding their effectiveness, efficiency and performance, andto report evaluation results to the Telesat Corporation Board. Seealso “— Nominating & Corporate Governance Committee”and “— Diversity Policy”.

Meetingsof Independent Directors and Conflicts of Interest

TheTelesat Corporation Board holds regularly scheduled meetings, as well as ad hoc meetings from time to time. The independent members ofthe Telesat Corporation Board meet regularly, and upon any member’s request without the non-independent directors and members ofmanagement, and as may be required by NASDAQ or, if applicable, TSX listing standards from time to time. The Telesat Corporation Boardhas appointed an independent chair of the Telesat Corporation Board (the “Chair”).

In2023, the independent members of the Telesat Corporation Board met without the non-independent directors and management three times.

Tothe extent that Telesat Corporation does not have an independent Chair, it will arrange for the appointment of a lead director (the “LeadDirector”) whose responsibilities will be to ensure that the directors who are independent have opportunities to meet withoutmanagement and non-independent directors present, as required, and to provide leadership for the independent directors on the TelesatCorporation Board. To the extent required, a Lead Director will be appointed and replaced from time to time by a majority vote of thedirectors who are independent, provided that such Lead Director is and will be at all times an independent director (as determined underthe NASDAQ rules and NI58-101). The Telesat Corporation Board will adopt a written position description for a Lead Director, tothe extent one is appointed, which provides, among other things, that the Lead Director will be responsible for: (a) providing leadershipto ensure that the Telesat Corporation Board functions independently of management of Telesat Corporation, (b)providing leadershipto foster the effectiveness of the Telesat Corporation Board, (c) suggesting items of importance for consideration on the agenda forTelesat Corporation Board meetings, (d) chairing each board meeting, or the portion thereof, at which only independent directors arepresent, as may be required from time to time, (e) ensuring that the independent directors have the opportunity to meet separately incamera, without non-independent directors and senior executives present, (f) working with the Chair and the Chief Executive Officer toenhance the effectiveness and performance of the Telesat Corporation Board, as well as the committees and individual directors of theTelesat Corporation Board, and (g) performing additional duties as requested by the Telesat Corporation Board.

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Conflictsof Interest and Related Party Transactions

Certainof our directors and officers are associated with other companies or entities, which may give rise to conflicts of interest. In accordancewith Part 5 — Division 3 — Conflicts of Interest under the BCBCA, in the event that a director or senior officer (i) hasa material interest in a contract or proposed contract or transaction that is material to an issuer or (ii) is a director or senior officerof, or has a material interest in, a person who has a material interest in the contract or transaction (a “disclosable interest”),the director or senior officer shall disclose his or her disclosable interest in such contract or transaction and the director shallrefrain from voting on any matter in respect of such contract or transaction, subject to and in accordance with the BCBCA. To the extentthat conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA and applicable internalcorporate governance or polices of the Telesat Corporation Board, as applicable.

TheNominating & Corporate Governance Committee assists the Telesat Corporation Board in relation to related party transactions and othermatters involving conflicts of interest unless such matters are within the mandate of the Company’s Audit Committee. The AuditCommittee establishes and periodically reviews the Company’s policies and procedures for reviewing and approving or ratifying relatedparty transactions. The Company has adopted a written Code of Ethics which provides that all members of senior management (defined thereinas the CEO and direct reports of the CEO) of the Company and the Telesat Corporation Board shall disclose to the CFO or CEO any materialproposed transaction, including related party transactions, or a relationship that could be expected to give rise to a conflict. TheCFO or CEO will coordinate with the General Counsel to notify the Audit Committee, as may be necessary. No action may be taken with respectto such transaction or party unless and until such action has been approved by the Telesat Corporation Board or a duly authorized committeeof the Telesat Corporation Board. A copy of the Code of Ethics can be obtained on the Company’s website at www.telesat.com.

Quorum

Aquorum at any meeting of the Telesat Corporation Board consists of a majority of the directors then in office. Until the Special BoardDate, such quorum will also require a majority of the Specially Designated Directors then in office. Further, prior to the occurrenceof an Unwind Trigger, a quorum will also require that a majority of the members of the Telesat Corporation Board present must be comprisedof directors who are both (i) Canadian (for the purposes of this section, as defined in the Investment Canada Act) and (ii) nominatedfor election by either: (x) the Nominating & Corporate Governance Committee, if comprised of a majority of Canadian directors, (y)PSP Investments, or its affiliates, or (z) a shareholder who is Canadian. A director holding a disclosable interest in a contract ortransaction to be considered at a meeting, if present at the meeting, is to be counted in a quorum notwithstanding such director’sinterest.

MajorityVoting Policy

Inaccordance with the requirements of the TSX, the Telesat Corporation Board has adopted a “Majority Voting Policy” that willrequire a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld”with respect to the election of directors by shareholders to tender a resignation to the Chair promptly following the applicable meetingof shareholders. Under the terms of the Majority Voting Policy, our Nominating & Corporate Governance Committee will be requiredto consider such resignation and make a recommendation to the Telesat Corporation Board on whether such resignation should be accepted.The Majority Voting Policy requires that the Telesat Corporation Board shall promptly accept the resignation unless it determines, inconsultation with the Nominating & Corporate Governance Committee, that there are exceptional circ*mstances that should delay theacceptance of the resignation or justify rejecting it. The Telesat Corporation Board will be required to make its decision and announceit in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the MajorityVoting Policy will not be permitted to participate in any meeting of the Telesat Corporation Board or the Nominating & CorporateGovernance Committee at which the resignation is considered.

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DiversityPolicy

Themembers of the Telesat Corporation Board and Telesat Corporation’s executive team have varying backgrounds and expertise and wereselected or nominated, both by Telesat Corporation and by MHR and PSP Investments (pursuant to the terms of the Investor Rights Agreementsfurther described herein), on the belief that Telesat Corporation and its stakeholders will benefit from a broad range of talent andcumulative experience. As a result, Telesat Corporation has not adopted a formal written policy with respect to board diversity, andin particular gender diversity. However, Telesat Corporation is committed to increasing diversity on the Telesat Corporation Board andhas set a goal of having women represent at least 30% of the members of the Telesat Corporation Board. Following the Meeting, and assumingthat all director nominees are elected, two of Telesat Corporation’s ten directors (or 20% of the Telesat Corporation Board) willbe women and one of the four directors nominated by Telesat Corporation (or 25%) will be a woman. As Telesat Corporation has now completedits second full year as a public company, Telesat Corporation is diligently working towards identifying appropriate and qualified candidatesto join the Telesat Corporation Board in an effort to achieve the 30% goal that has been set.

WhileTelesat Corporation believes that the current composition of the Board is highly effective, Telesat Corporation is mindful of the benefitsthat increased diversity on the Telesat Corporation Board and in the executive team can bring to Telesat Corporation, including enhancedperformance, effectiveness, and decision-making abilities. To this end, in searches for new candidates, as one of several factors, TelesatCorporation considers the level of diversity, including female representation, on the Telesat Corporation Board and in executive officerroles. Further, Telesat Corporation continuously monitors the level of female representation and seeks to recruit qualified female candidatesas part of its overall recruitment and selection process to fill openings, as the need arises, through vacancies, growth or otherwise.Consistent with the Corporation Governance Guidelines, the Nominating & Corporate Governance Committee must take into account a varietyof criteria, including skills, qualifications, experience and diversity, with consideration to the level of representation of women andother diverse candidates, when identifying, reviewing and evaluating candidates to serve as directors and executive officers of TelesatCorporation. Further, the Telesat Corporation Board may identify for the Nominating & Corporate Governance Committee certain business,financial, industry, diversity or other general attributes desirable in any of such persons, and request that the Nominating & CorporateGovernance Committee (i) nominate a candidate for election at the next meeting of shareholders, or (ii) fill an actual or anticipatedvacancy on the Telesat Corporation Board, in each case, with an individual who has such attributes and who is approved in accordancewith the Telesat Corporation Articles and, in each case, the Nominating & Corporate Governance Committee shall use its reasonableefforts to comply with any such requests. The Telesat Corporation Board will also continue to assess, on an annual basis, whether a formaldiversity policy is necessary in order to retain and recruit the best candidates for available openings.

Orientationand Continuing Education

TheTelesat Corporation Board conducts an orientation program for new directors under which a new director will meet with the Chair, membersof senior management and Telesat Corporation’s secretary. New directors will be provided with comprehensive orientation and educationas to the nature and operation of Telesat Corporation and its business, the role of the Telesat Corporation Board and its committees,and the contribution that an individual director is expected to make. TheNominating & Corporate Governance Committee is responsiblefor overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensurethat their knowledge and understanding of Telesat Corporation’s business and operations remains current. The chair of each committeeis responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

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PositionDescriptions

TheTelesat Corporation Board has adopted a written position description for the Chair, setting out the Chair’s key responsibilities,including, among others, duties relating to setting meeting agendas for the Telesat Corporation Board, chairing board and shareholdermeetings of Telesat Corporation, director development and communicating with shareholders and regulators.

TheTelesat Corporation Board has adopted a written position description for each of the committee chairs, which sets out such committeechair’s key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committeemeetings and working with the committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

TheTelesat Corporation Board has adopted a written position description for Telesat Corporation’s Chief Executive Officer, settingout its key responsibilities, including, among others, duties in relation to providing overall leadership, ensuring the development ofa strategic plan and recommending such plan to the Telesat Corporation Board for consideration, ensuring the development of an annualcorporate plan and budget that supports the strategic plan and recommending such plan to the Telesat Corporation Board for considerationand supervising day-to-day management and communicating with shareholders and regulators.

Mandateof the Telesat Corporation Board

TheTelesat Corporation Board is responsible for supervising the management of the business and affairs of Telesat Corporation, includingproviding guidance and strategic oversight to management. The Telesat Corporation Board has adopted a formal mandate, set forth at Appendix“B”, that includes the following:

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Thefollowing table shows meeting attendance records for all Directors from January1, 2022 to December 31, 2023.

Note:

Directors’Service Contracts

Thereare no directors’ service contracts with Telesat Corporation or any of its subsidiaries providing for benefits upon terminationof employment. One of our directors, Daniel S. Goldberg, also serves as Chief Executive Officer of Telesat Canada. For information regardingthe benefits upon termination of employment contained in his employment agreement, see Employment Agreements, Termination and Changeof Control Benefits — Daniel S. Goldberg, President and Chief Executive Officer.

Committeesof our Board of Directors

Underthe Telesat Corporation Articles, in addition to the three committees described below, and subject to the rights of PSP Investments andMHR contained in their respective Investor Rights Agreements, prior to both the Special Board Date and the Unwind Trigger, the TelesatCorporation Board may establish additional committees of Telesat Corporation with the approval of a majority of the Specially DesignatedDirectors then in office. Prior to the occurrence of an Unwind Trigger, at least a majority of the members of each committee must meetthe requirements to maintain Telesat Corporation’s status as a Canadian controlled entity described above under “Statementof Governance Practices — Canadian Director and Committee Member Requirements.”

Subjectto the rights of PSP Investments and MHR contained in their respective Investor Rights Agreements and the rights of the Specially DesignatedDirectors provided in the Telesat Corporation Articles, each as described above, the Telesat Corporation Board has the ability to changethe membership of, or fill vacancies in, or appoint members or observers to, any of its committees.

Themembers of the Telesat Corporation Board may delegate to a new committee any of their powers, other than: the power to fill vacanciesin the Telesat Corporation Board, the power to change the membership of (or fill vacancies in) any committee of the Telesat CorporationBoard, the power to declare dividends or other distributions to the Telesat Corporation’s shareholders, the power to appoint orremove officers appointed by the Telesat Corporation Board and, subject to limited exceptions, the power to issue securities of TelesatCorporation. However, such delegation requires the approval of a majority of all of the directors then in office, which must includeat least one designee appointed by PSP Investments, if one is serving, at least one designee appointed by MHR, if one is serving, andone Specially Designated Director, for so long as either PSP Investments or MHR is a 5% Holder.

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AuditCommittee

TheAudit Committee must be comprised of at least three members, including at least one designee appointed by PSP Investments, for so longas PSP Investments has the right to designate at least one director to the Telesat Corporation Board pursuant to its Investor RightsAgreement, one designee appointed by MHR, for so long as MHR has the right to designate at least one director to the Telesat CorporationBoard pursuant to its Investor Rights Agreement, and one Specially Designated Director. The Audit Committee is comprised of Michael Boychuk,Jane Craighead and Henry Intven. Michael Boychuk serves as the chair of the Audit Committee. Except for Mr.Boychuk as the firstchair of the Audit Committee, the chair of the Audit Committee is required to be a Specially Designated Director. All members of theAudit Committee are persons determined by the Telesat Corporation Board to be both independent directors and financially literate withinthe meaning of NI52-110. Each of the Audit Committee members has an understanding of the accounting principles used to preparefinancial statements and varied experience as to the general application of such accounting principles, as well as an understanding ofthe internal controls and procedures necessary for financial reporting.

TheTelesat Corporation Board has adopted a written charter attached to this Information Circular at Appendix “C” setting forththe purpose, composition, authority and responsibility of the Audit Committee, consistent with NI52-110 and NASDAQ Rule 5605(c)(1).The Audit Committee assists the Telesat Corporation Board in fulfilling its oversight of:

Pursuantto its charter, the Audit Committee has the authority to engage outside counsel and other outside advisors as it deems appropriate toassist it in the performance of its functions.

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ExternalAuditor Service Fee

Forthe year ended December 31, 2023 (“Fiscal 2023”) and the year ended December 31, 2022 (“Fiscal 2022”),Telesat, including some of our subsidiaries, incurred the following fees by its external auditor, Deloitte:

Notes:

TheAudit Committee must approve all audit, audit-related and permitted non-audit services to be provided by Deloitte and their related fees.Fees related to the annual audits of Telesat Corporation’s consolidated financial statements are specifically approved by the AuditCommittee on an annual basis. All fees for other audit and audit-related services are pre-approved annually or more frequently, if required.The Audit Committee considers whether the provision of non-audit services is compatible with maintaining Deloitte’s independence.

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HumanResources & Compensation Committee

TheHuman Resources & Compensation Committee must be comprised of at least three members, including at least one designee appointed byPSP Investments, for so long as PSP Investments has the right to designate at least one director to the Telesat Corporation Board pursuantto its Investor Rights Agreement, one designee appointed by MHR, for so long as MHR has the right to designate at least one directorto the Telesat Corporation Board pursuant to its Investor Rights Agreement, and one Specially Designated Director.

Thethree directors comprising the Human Resources & Compensation Committee are Jane Craighead, Guthrie Stewart and Mark Rachesky, allof whom have extensive executive and senior management experience required to provide effective oversight to the Company’s humanresources and compensation plans. The members of the Human Resources & Compensation Committee acquired their knowledge and skillsthrough prior roles, some of which include other senior executive officer positions of large, publicly traded companies and other directorshiproles. Jane Craighead serves as chair of the Human Resources & Compensation Committee and has direct experience that is relevantto her responsibilities in executive compensation. Under U.S. and Canadian securities laws and applicable exchange rules, there are heightenedindependence standards for members of the Human Resources & Compensation Committee. All of the Human Resources & CompensationCommittee members meet this heightened standard and will also be independent for purposes of NI58-101 and NASDAQ 5605.

Formore information on the occupations, skills, experience and independence of each Human Resources & Compensation Committee member,please refer to the director profiles contained in the “Business to be Conducted at the Meeting” section of this InformationCircular.

TheTelesat Corporation Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the HumanResources & Compensation Committee pursuant to the rules of the NASDAQ and the SEC, and consistent with the Corporate GovernanceGuidelines (subject to the rights of MHR and PSP Investments under the Telesat Corporation Articles and the Investor Rights Agreements).The Human Resources & Compensation Committee’s purpose is to assist the Telesat Corporation Board in its oversight of executivecompensation, management development and succession, director compensation and executive compensation disclosure.

Theprincipal responsibilities and duties of the Human Resources & Compensation Committee include:

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Furtherparticulars of the process by which compensation for Telesat Corporation’s executive officers is determined is provided under theheading “Executive Compensation.”

Nominating& Corporate Governance Committee

Untilthe Special Nomination Termination Date, the Nominating & Corporate Governance Committee must be comprised of one designee appointedby PSP Investments, for so long as PSP Investments has the right to designate at least one director to the Telesat Corporation Boardpursuant to its Investor Rights Agreement, one designee appointed by MHR, for so long as MHR has the right to designate at least onedirector to the Telesat Corporation Board pursuant to its Investor Rights Agreement, and three Specially Designated Directors.

Followingthe Special Nomination Termination Date, the Nominating & Corporate Governance Committee will be comprised of one designee appointedby PSP Investments, for so long as PSP Investments has the right to designate at least one director to the Telesat Corporation Boardpursuant to its Investor Rights Agreement, one designee appointed by MHR, for so long as MHR has the right to designate at least onedirector to the Telesat Corporation Board pursuant to its Investor Rights Agreement, and one Specially Designated Director.

TheNominating & Corporate Governance Committee is comprised of Jane Craighead, Richard Fadden, Henry Intven, David Morin and Mark Rachesky,each of whom is independent for purposes of NI58-101 and NASDAQ 5605. The Chair of the Nominating & Corporate Governance Committee,Henry Intven, is a Specially Designated Director.

TheTelesat Corporation Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the Nominating& Corporate Governance Committee. The Nominating & Corporate Governance Committee’s purpose will be to assist the TelesatCorporation Board in:

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Inidentifying new candidates for the Telesat Corporation Board, the Nominating & Corporate Governance Committee considers what competenciesand 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 ultimatelydetermine the boardroom dynamic.

Itis the responsibility of the Nominating & Corporate Governance Committee to regularly evaluate the overall efficiency of the TelesatCorporation Board and the Chair and all Telesat Corporation Board committees and their chairs. As part of its mandate, the Nominating& Corporate Governance Committee conducts the process for the assessment of the Telesat Corporation Board, each committee and eachdirector regarding his, her or its effectiveness and contribution, and report evaluation results to the Telesat Corporation Board ona regular basis.

ESGOversight and Governance

Asset out above, the Nominating & Corporate Governance Committee oversees, and advises the Board, on the Company’s policies andpractices with respect to ethics, integrity and ESG matters as well as the Company’s public reporting thereon. The Board formallyadopted an ESG policy in November 2022, based on the Committee’s recommendation. The policy articulates the Company’s approachand commitments in the areas of business ethics and integrity, environmental health and safety, fair and honest treatment of stakeholders,employee relations, human rights and community investment. In 2023, the Company launched its inaugural ESG Impact Report for Fiscal Year2022, and will publish an updated report in 2024 covering Fiscal Year 2023. A copy of the Company’s most recent ESG Impact Reportis available on the Company’s website at https://www.telesat.com/investor-relations/corporate-governance/.Going forward, the Company plans to look for opportunities to define targets for improvement where appropriate and sustainable,and to provide appropriate and meaningful reporting on progress in meeting its ESG objectives.

TelesatPartnership Governance

TelesatPartnership is managed by its sole general partner, Telesat Corporation. Under the Telesat Partnership Agreement, until no Telesat CorporationShares remain outstanding, the general partner is restricted from consummating any transaction unless (a) the terms of such transactiondo not impair any of the rights, duties, powers and authorities of the other parties to the Telesat Partnership Agreement in any materialrespect and (b) its successor entity resulting from such transaction becomes bound by the terms of the Telesat Partnership Agreementand the Trust Voting Agreement, such that they step into the shoes of Telesat Corporation and assume all obligations of Telesat Corporationas general partner of Telesat Partnership. In addition, Telesat Partnership must obtain the approval (i) of a majority of the SpeciallyDesignated Directors then in office or (ii)approval by at least a simple majority of the votes cast by the holders of the TelesatCorporation Shares and the Special Voting Shares, voting together as a single class, but excluding shares of Telesat Corporation beneficiallyowned by PSP Investments, MHR, or their respective affiliates or associates and Special Voting Shares to the extent that the vote thereofis directed by PSP Investments, MHR, or their respective affiliates or associates.

Becauseof the limited liability of the limited partners of the Partnership, the authority of the limited partners is strictly limited. The PartnershipAgreement will govern Telesat Partnership and set out the terms of the Exchangeable Units and Telesat Partnership GP Units, as summarizedin this section and under “Description of Exchangeable Units and GP Units” below.

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Purposeof Telesat Partnership

Thepurpose of Telesat Partnership as described in the Partnership Agreement is to: (a) acquire and hold direct and indirect equity interestsin Loral, Telesat, Telesat CanHoldco and, subject to the approval of Telesat Corporation, in its capacity as general partner, any otherpersons, (b)engage in activities related to the capitalization and financing of Telesat Partnership’s interests in such corporationsand such other persons and (c) engage activities incidental to or in furtherance of the foregoing purposes or any other business thatit deems appropriate that is approved by its general partner and which complies with all applicable laws and the Partnership Agreement.

Amendmentsto the Partnership Agreement

Generally,the Partnership Agreement may only be amended in writing and subject to the approval of holders of Telesat Corporation Shares or ExchangeableUnits. However, the general partner of Telesat Partnership may also amend certain administrative provisions of the Partnership Agreementwithout the consent of any limited partners, such as completing a name change of Telesat Partnership and certain changes relating totaxation, provided that amendments to certain provisions of the Partnership Agreement that may be made without the consent of any limitedpartners may only be made with the approval of a majority of the Specially Designated Directors then in office. Telesat Partnership’sgeneral partner is required to notify its limited partners of any amendment in writing within 30 days from when such amendment takeseffect.

Powerof Attorney

Pursuantto the Partnership Agreement, Telesat Corporation, as general partner, manages the Telesat Partnership, and, by entering into the PartnershipAgreement, each limited partner has appointed Telesat Corporation, in its capacity as general partner, as such limited partner’sattorney for property to act on its behalf in connection with Telesat Partnership’s administrative and operational matters. Aslimited partners, the liability of each of the holders of Exchangeable Units for the debts, liabilities and obligations of Telesat Partnershipwill, subject to applicable law, be limited to the amount of such limited partner’s capital contribution into Telesat Partnership,plus their share of any undistributed income of Telesat Partnership.

ReciprocalChanges

Holdersof Exchangeable Units will have the right to exchange their Exchangeable Units for Telesat Corporation Shares and will vote at TelesatCorporation through the Trust by way of the Special Voting Shares. Because of this, and to avoid dilution of the voting powers of theholders of Exchangeable Units, the Partnership Agreement provides that, generally, for so long as any Exchangeable Units not owned bythe general partner are outstanding, Telesat Corporation may not issue or distribute new shares in the capital of, or other interestsin, Telesat Corporation to holders of Telesat Corporation Shares (in their capacity as such) unless Telesat Partnership also issues ordistributes an equivalent class and type of securities to the holders of Exchangeable Units.

Additionalrestrictions on Telesat Corporation’s ability to take certain actions without effecting a substantially similar action at the TelesatPartnership level are described under “Description of Exchangeable Units and GP Units — Economic and Voting Rights —Economic Rights.”

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Removal/Withdrawalof the General Partner

TelesatCorporation, as general partner of Telesat Partnership, may not be removed as general partner of Telesat Partnership and, until no ExchangeableUnits are owned by any person other than the general partner or any of its subsidiaries, not voluntarily withdraw from being the generalpartner.

DESCRIPTIONOF SHARE CAPITAL AND VOTING STRUCTURE

TelesatCorporation

Theauthorized capital of Telesat consists of: (a) an unlimited number of ClassA Common Shares, ClassB Variable Voting Shares,ClassC Fully Voting Shares, and ClassC Limited Voting Shares (together, the “Class C Shares”); (b) theClassA Special Voting Share, ClassB Special Voting Share, and ClassC Special Voting Share; (c) the Golden Share; and(d) an unlimited number of Telesat Corporation “blank check” ClassA Preferred Shares.

Asof April 25, 2024, there are 13,641,019 ClassA Common Shares and ClassB Variable Voting Shares; 112,841 ClassC FullyVoting Shares; Nil ClassC Limited Voting Shares; one ClassA Special Voting Share; one ClassB Special Voting Share;one ClassC Special Voting Share; and the Golden Share issued and outstanding in the capital of Telesat. To the knowledge of theCompany there are 1,721,308 ClassA Common Shares and 11,919,711 ClassB Variable Voting Shares issued and outstanding as ofApril 22, 2024.

Allof the Telesat Corporation Shares have equivalent economic rights, and no subdivision or consolidation of such of the outstanding TelesatCorporation Shares is permitted unless a corresponding subdivision or combination of all other classes of Telesat Corporation Shares,as applicable, and a corresponding subdivision or combination of the ClassA Units, ClassB Units or ClassC Units ofTelesat Partnership LP is made. The Special Voting Shares and the Golden Share have no material economic rights.

Thefollowing is a summary of the material rights, privileges, restrictions and conditions that attach to the Telesat Corporation Shares,the Special Voting Shares and the Golden Share. This is a summary only and is subject to the detailed provisions of the Telesat CorporationArticles, which are available at www.sedarplus.com and www.sec.gov.

Pursuantto the Telesat Corporation Articles and formation documents of Telesat Partnership LP, the ClassA Common Shares of Telesat Corporationand the ClassA Units of Telesat Partnership LP, as applicable, may only be beneficially owned or controlled, directly or indirectly,by Canadians (as defined in the Investment Canada Act). Shareholders will be required to complete a declaration of Canadian statuscontained in the form of proxy and voting instruction form to inform the Company whether such Shareholder is Canadian. In this regard,the outstanding number of ClassA Common Shares may increase or decrease prior to the Meeting as a result of the declarations ofCanadian status received in advance of the Meeting.

Meetingsof Shareholders and Voting Rights

Theholders of ClassA Shares, ClassB Variable Voting Shares, ClassC Shares, Special Voting Shares, and the Golden Shareare generally entitled to receive notice of and attend meetings of Telesat Corporation’s shareholders and receive copies of allproxy materials, information statements and other written communications, including from third parties, given in respect of Telesat CorporationShares.

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Holdersof Telesat Corporation Shares have one vote for each Telesat Corporation Share held at all meetings of the shareholders of Telesat Corporation,except meetings at which only holders of another class or of a particular series shall have the right to vote, and provided that holdersof ClassC Limited Voting Shares are not entitled to vote on the election of directors of Telesat Corporation.

TheTelesat Corporation Articles provide that the holders of the Telesat Corporation Shares will vote together as a single class with theExchangeable Units (via the Special Voting Shares), and the Golden Share, with a simple majority of votes required to pass the majorityof matters (other than the election of directors of Telesat Corporation, which shall be decided by a plurality of votes cast). Untilthe occurrence of an Unwind Transaction, a simple majority of votes cast by the holders of Telesat Corporation Shares and Special VotingShares, voting together as a single class, will be required to approve a Second Tabulation Matter, as defined and described below.

Thefollowing table summarizes the voting power of the different classes of Telesat Corporation Shares and Exchangeable

Units:

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VotingMatters

SecondTabulation Matters

Voteson resolutions regarding Second Tabulation Matters to be duly passed must be passed in accordance with the Business Corporations Act(British Columbia) (the “BCBCA”) and by a simple majority of the votes cast by the holders of the Telesat CorporationShares and the Special Voting Shares, voting together as a single class. The Non-Canadian Voting Limitation, defined and described belowunder the heading “Golden Share Mechanic”, do not apply to a vote on a Second Tabulation Matter. A “Second TabulationMatter” means a resolution to effect:

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GoldenShare Mechanic

Inorder to maintain Telesat Corporation’s status as Canadian-controlled, Telesat Corporation has issued a “Golden Share”,which is held and voted by the Trust.

TheGolden Share is entitled to participate in a particular vote only when (i) in the event of a vote with respect to the election of directorsof Telesat Corporation, the number of fully diluted ClassB Variable Voting Shares is greater than the aggregate number of fullydiluted ClassA Shares and ClassC Fully Voting Shares, (ii) in the event of a vote with respect to any matter other than theelection of directors of Telesat Corporation, the number of fully diluted ClassB Variable Voting Shares is greater than the aggregatenumber of fully diluted ClassA Shares and ClassC Shares, or (iii) a person who is not Canadian (as defined in the InvestmentCanada Act) beneficially owns or controls more than one-third of the sum of (a) the number of votes attached to the Telesat CorporationShares and the Special Voting Shares then outstanding, and (b) the Golden Share Canadian Votes, as defined and described below (suchperson, a “Non-Canadian Principal Shareholder” and such limitation, the “Non-Canadian Voting Limitation”).

Votingpower is attributed to the Golden Share in two ways. First, the Golden Share is attributed with the number of votes required in orderto ensure that the votes cast by the holders of ClassA Shares and ClassA Units, ClassC Shares and ClassC Unitsand the Golden Share, together, represent a simple majority of the votes cast and entitled to vote (such voting power, the “GoldenShare Canadian Votes”). Second, the Golden Share is attributed with the number of votes in excess of the Non-Canadian VotingLimitation exercised by a Non-Canadian Principal Shareholder.

TheGolden Share voting rights are voted pro rata consistent with the sum of the aggregate votes of the ClassA Shares and the ClassASpecial Voting Share (in each case, excluding any votes cast by or on behalf of PSP Investments and/or its affiliates), the votes ofeach of which are controlled by holders that can demonstrate that they are Canadian. However, if (i) one or more holders other than PSPInvestments or its controlled affiliates holds an aggregate amount of ClassA Shares and/or ClassA Units exceeding 5% of theaggregate number of outstanding Telesat Corporation Shares and Exchangeable Units taken as a whole as of the record date for the applicablevote (each such holder, a “5% Voter”) and (ii) the 5% Voters together hold over 50% of the aggregate number of outstandingClassA Shares and ClassA Units (in each case, excluding any ClassA Shares or ClassA Units held by or on behalfof PSP Investments and/or its affiliates) taken as a whole as of the record date for the applicable vote, one-half of the voting rightsattached to the Golden Share will be voted pro rata consistent with the aggregate votes cast on the applicable matter as described inthe first sentence of this paragraph and the other half will be voted pro rata consistent with the aggregate votes cast on the applicablematter by the holders of ClassA Shares and the ClassA Special Voting Share (in each case, excluding any votes cast by oron behalf of the 5% Voters and PSP Investments and/or its affiliates).

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Votingof the Special Voting Shares and the Golden Share

Theholders of Exchangeable Units are indirectly entitled to vote in respect of matters on which holders of Telesat Corporation Shares areentitled to vote, including in respect of the election of directors of Telesat Corporation, through the Special Voting Shares., TelesatCorporation, Telesat Partnership and TSX Trust Company (in its capacity as “Trustee” of the Trust) entered into the TrustVoting Agreement. This summary is qualified in its entirety by reference to that agreement, which is available at the Company’sprofile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

TheSpecial Voting Shares are held by the Trustee, entitling the Trustee to that number of votes on applicable matters on which holders ofTelesat Corporation Shares are entitled to vote that is equal to the number of Telesat Corporation Shares into which the ExchangeableUnits held by the holders of such Exchangeable Units on the applicable record date are convertible. Pursuant to 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 powerof the Special Voting Shares corresponding to such holder’s Exchangeable Units. Pursuant to the Trust Voting Agreement, the Trusteeis required to cast such votes in accordance with voting instructions provided to it by Telesat Corporation, in its capacity as generalpartner of Telesat. In the absence of instructions from Telesat Corporation with respect to all or any such votes, the Trustee will notexercise those votes.

Pursuantto the Partnership Agreement and the articles of Telesat Corporation, Telesat Corporation, will instruct the Trust how to vote. TelesatCorporation will also instruct the Trust how to vote the Golden Share. In the absence of instructions from Telesat Corporation with respectto how to vote the Golden Share, the Trustee will not vote the Golden Share.

Unwindof Canadian Structure

Upona determination by the Telesat Corporation Board that the structure designed to ensure sufficient Canadian voting power and control overTelesat Corporation is no longer required for Telesat Corporation’s business, then an Unwind Transaction may be effected. In orderfor an Unwind Transaction to be consummated, any necessary governmental approvals must have been obtained and the Telesat CorporationBoard must not have identified any breach or acceleration issues under material contracts of Telesat Corporation. Upon the consummationof an Unwind Transaction, each issued and outstanding ClassB Variable Voting Share will immediately be converted into one ClassAShare automatically and without any further act of Telesat Corporation or the holder thereof, and Telesat Corporation will redeem theGolden Share and the Special Voting Shares. Additionally, the requirements regarding the Second Tabulation Matters and the Canadian compositionof the Telesat Corporation Board described in the Telesat Corporation Articles will terminate.

Quorum

TheTelesat Corporation Articles provide that, subject to the special rights and restrictions attached to the shares of any class or seriesof shares, the quorum for any meeting shall be the presence in person or by proxy of shareholders holding shares representing not lessthan a majority of the votes entitled to be cast at the meeting.

Conversionof Telesat Corporation Shares

Priorto the consummation of an Unwind Transaction, an issued and outstanding ClassA Share will immediately be converted into a ClassBVariable Voting Share automatically and without any further act of Telesat Corporation or the holder thereof, if such ClassA Shareis or becomes beneficially owned or controlled, directly or indirectly, by a person who is not a Canadian (as defined in the InvestmentCanada Act). In contrast, if an issued and outstanding ClassB Variable Voting Share becomes beneficially owned and controlled,directly or indirectly, by a person who is Canadian, then (i) such holder of ClassB Variable Voting Shares may notify Telesat Corporationof such holder’s status as Canadian, and (ii) upon providing evidence satisfactory to Telesat Corporation to confirm such holder’sstatus as Canadian, the ClassB Variable Voting Shares will be converted into an equal number of ClassA Shares.

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Generally,if an offer is made to purchase either ClassA Shares or ClassB Variable Voting Shares and the offer is required to be madeto all or substantially all of the holders of such class of ClassA Shares or ClassB Variable Voting Shares, as the case maybe, under applicable securities legislation or stock exchange rules, then each share of the other class of ClassA Shares or ClassBVariable Voting Shares, as applicable, will be convertible at the option of its holder into one ClassA Shares or ClassB VariableVoting Shares, as applicable, of the class for which the offer has been made at any time while the offer is in effect until one day afterthe time prescribed by the applicable securities legislation for the offeror to take up and pay for such ClassA Shares or ClassBVariable Voting Shares, as applicable, pursuant to the offer.

Anissued and outstanding ClassC Share will immediately be converted into (i) a ClassA Share if such ClassC Share is orbecomes beneficially owned or controlled, directly or indirectly, by a person who is Canadian (as defined in the Investment CanadaAct) but not PSP Investments or Red Isle, or (ii) a ClassB Variable Voting Share, automatically and without any further actof Telesat Corporation if such ClassC Share is or becomes beneficially owned or controlled, directly or indirectly, by a personwho is not a Canadian (as defined in the Investment Canada Act). Inaddition, an issued and outstanding ClassC Sharemay, at any time at the option of its holder, (i)be converted into one ClassA Share or one ClassB Variable Voting Share,(ii) in the case of a ClassC Limited Voting Share, be converted into a ClassC Fully Voting Share, or (iii) in the case ofa ClassC Fully Voting Share, be converted into a ClassC Limited Voting Share.

Descriptionof Exchangeable Units and GP Units

Theauthorized units of Telesat Partnership consist of: (i) an unlimited number of ClassA Units, held by the limited partners (otherthan Red Isle, Red Isle’s permitted transferees that are wholly owned by PSP Investments or any holder of ClassD limitedpartnership units of Telesat Partnership (“Class D Units”) in their capacity as such) who can demonstrate to Telesat Partnershipthat they are Canadian (as defined in the Investment Canada Act); (ii) an unlimited number of ClassB Units, held by the limitedpartners (other than Red Isle, Red Isle’s permitted transferees that are wholly owned by PSP Investments or any holder of ClassDUnits in their capacity as such); (iii) ClassC Units, held by Red Isle or its permitted transferees that are wholly owned by PSPInvestments; and (iv) Telesat Partnership GP Units, held by Telesat Corporation as the general partner of Telesat Partnership. ClassDUnits will also be authorized from and after the Effective Time but may be issued only to a wholly owned subsidiary of the general partnerof Telesat Partnership immediately before the Exchangeable Units cease to be outstanding.

Asof the date of this Information Circular, there are (i) 12,500 ClassA Units; (ii) 18,309,292 ClassB Units; and 18,098,362ClassC Units; 12,805,291 GP Units; and no ClassD Units issued and outstanding in the capital of the Partnership.

Thefollowing is a summary of the material rights, privileges, restrictions and conditions that attach to the Exchangeable Units and theTelesat Partnership GP Units. This is a summary only and is subject to the detailed provisions of the Partnership Agreement, which isavailable at the Company’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

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Economicand Voting Rights

TheExchangeable Units are intended to provide economic rights that are substantially equivalent, and voting rights with respect to TelesatCorporation that are substantially equivalent, to the corresponding rights afforded to holders of Telesat Corporation Shares, as applicable.

EconomicRights

AllExchangeable Units have the same economic rights. Further, for so long as Telesat Corporation is general partner of Telesat Partnership,if any shares in the capital of Telesat Corporation other than the Telesat Corporation Shares are issued by Telesat Corporation (“NewShares”), Telesat Corporation will (either immediately before or after such issuance), (A) cause Telesat Partnership to createa corresponding new class of Exchangeable Units (“New Units”) that have corresponding distribution rights to suchNew Shares, (B) cause Telesat Partnership to issue one or more New Units to Telesat Corporation in exchange for the contribution by TelesatCorporation of the proceeds from, or other consideration received in connection with, the issuance of such New Shares to Telesat Partnershipand (C) effect such amendments to the Partnership Agreement as are described in the Partnership Agreement.

Othermaterial economic rights, privileges, restrictions and conditions attaching to the Exchangeable Units under the terms of the PartnershipAgreement include the following:

GENERALMATTERS

Interestof Certain Persons in Matters to Be Acted Upon

Tothe knowledge of the directors and executive officers of Telesat, other than as disclosed in this Information Circular, no person whohas been a director or officer of the Company at any time since the beginning of the Company’s last financial year, nor any DirectorNominee, nor any associate or affiliate of any of them, has any material interest, direct or indirect, by way of beneficial ownershipof securities or otherwise, in any matter to be acted on at the Meeting.

Interestof Informed Persons in Material Transactions

Otherthan as described elsewhere in this Information Circular and in our Annual Information Formon Form20-F under the heading“Related Party Transactions”, no informed person of the Company, proposed director, or any associate or affiliate of anyinformed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of ourmost recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materiallyaffect us or any of our subsidiaries.

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PrincipalSecurityholders

Thefollowing table sets forth the ownership of holders that are the beneficial owners of 10% or more of each class of shares of TelesatCorporation or each class of units of Telesat Partnership as of the date of this Information Circular (unless otherwise indicated).

Inthe table, the percentage of Telesat Corporation Shares beneficially owned is based on Telesat Corporation Shares outstanding as of thedate of this Information Circular (unless otherwise indicated).

Theseamounts assume all ClassA Units, ClassB Units and ClassC Units have been exchanged into Telesat Corporation Shareson a one-for-one basis.

Asof the date of the circular, the aggregate number of ClassA Shares, ClassB Variable Voting Shares or ClassC Shares,Class A Units, Class B Units and Class C Units, were 50,174,014.

Notes:

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Exemptionsfrom Canadian Securities Law

TelesatCorporation has received exemptive relief from securities regulatory authorities in the provinces and territories of Canada (the “CSA”),such that:

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TelesatCorporation has also received exemptive relief from: (i) subsections 12.2(3) and 12.2(4) of NI41-101; (ii) Item 1.13(1) of Form41-101F1;(iii) Item 1.12(1) of Form44-101F1 — Short FormProspectus (including in respect of any equivalent disclosure in a prospectusor prospectus supplement filed pursuant to National Instrument 44-102 — Shelf Distributions); (iv) subsection 10.1(a), 10.1(4)and 10.1(6) of National Instrument 51-102 — Continuous Disclosure Obligations (“NI51-102”); and (v) subsections2.3(1)(1.), 2.3(1)(3.) and 2.3(2) of Ontario Securities Commission Rule 56-501 — Restricted Shares, in each case relating to theuse of restricted security terms; provided that (A) the ClassB Variable Voting Shares be referred to as “Class B VariableVoting Shares”, (B) the ClassC Limited Voting Shares be referred to as “Class C Limited Voting Shares”, and (C)the ClassB Units be referred to as “Class B Units” (the “Nomenclature Relief”). In connection withthe Nomenclature Relief, the Company has filed an undertaking with the Ontario Securities Commission (the “OSC”) pursuantto which it has agreed that until such time that the articles of the Company are amended to remove the Super Voting Shares from the Company’sauthorized share capital, no Super Voting Shares will be issued.

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Inaddition, the Aggregation Relief and the Nomenclature Relief require that the Company disclose such relief and their terms and conditionsin each of its annual information forms and management information circulars filed on SEDAR+ and in any other filing where the characteristicsof its securities are described.

TelesatPartnership received from the CSA exemptive relief from the continuous disclosure requirements of NI51-102, allowing Telesat Partnershipto satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by TelesatCorporation, for so long as certain conditions are satisfied. In connection therewith, Telesat Partnership received an exemption fromthe requirements of National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (the“Certification Requirements”), the requirements of National Instrument 52-110 -— Audit Committees (the “AuditCommittee Requirements”) and the requirements of National Instrument 58- 101 — Disclosure of Corporate Governance Practices(the “Corporate Governance Requirements”) permitting Telesat Partnership to also satisfy the Certification Requirements,Audit Committee Requirements, and Corporate Governance Requirements by relying on the continuous disclosure documents prepared and certifiedby the Company and the audit committee and corporate governance practices implemented by the Company.

TelesatPartnership also received from the CSA exemptive relief from the “insider reporting requirements” (as defined in under NationalInstrument 14-101 – Definitions) in respect of Telesat Partnership; provided that, among other things, (i) a filer insider complieswith the conditions in sections 13.3(3)(a) and (c) of NI51-102 and (ii) the Company and the Partnership continue to satisfy reliefgranted to the Company and the Partnership in respect of certain continuous disclosure requirements.

TheCompany has also filed an undertaking with the OSC pursuant to which it has agreed to provide reasonable prior notice to the OSC in theevent the Company intends to issue a series of preferred shares that: (a) carry a greater number of votes on a per share basis, irrespectiveof the number or percentage of preference shares owned, than the Telesat Corporation Shares or (b)would cause any of the factorsset out in section 4.1 of OSC Rule 56-501 — Restricted Shares to be present in relation to the Telesat Corporation Shares regardlessof any existing restrictions on the Telesat Corporation Shares due to the existence of the preferred shares.

Additionally,to satisfy certain disclosure conditions to the exemptive relief that Telesat Partnership received from the CSA, we are providing a summaryof certain terms of the Exchangeable Units. This summary is not complete and is qualified in its entirety by the complete text of thePartnership Agreement and the Trust Voting Agreement, copies of which are available on SEDAR+ at www.sedarplus.comand at www.sec.gov.

TheExchangeable Units of the Partnership are intended to provide economic rights that are substantially equivalent, and voting rights withrespect to the Company that are equivalent, to the corresponding rights afforded to holders of ClassA Shares, ClassB VariableVoting Shares and ClassC Shares. Under the terms of the Partnership Agreement, the rights, privileges, restrictions and conditionsattaching to the Exchangeable Units include the following:

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AdditionalInformation

Financialinformation is provided in the Audited Financial Statements and accompanying MD&A for its most recently completed financial year.Additional information relating to the Company may be found under the Company’s profile on SEDAR+ at www.sedarplus.comand EDGAR at www.sec.gov.

Shareholdersmay contact the Company at 160 Elgin Street, Suite 2100, Ottawa, Ontario or IR@telesat.com to obtain copies of the Company’s annualinformation form, consolidated financial statements, and management’s discussion and analysis for the most recently completed fiscalyear. Financial information of the Company is provided in the Company’s comparative consolidated financial statements and management’sdiscussion and analysis for its most recently completed financial year. Copies of documents will be provided free of charge to securityholders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a securityholderof the Company, who requests a copy of any such document.

APPROVALOF THIS INFORMATION CIRCULAR

April25, 2024

Theboard of directors has approved the contents of this Information Circular and authorized it to be sent to each Shareholder who is eligibleto receive notice of and vote his/her or its Telesat Corporation Shares or Exchangeable Units at the Meeting, as well as to each directorof the Company, the Trustee, and to the auditors of the Company.

ByOrder of the Board

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APPENDIX“A”
GLOSSARY

Thefollowing terms used in this Information Circular have the meanings set out below:

“AggregationRelief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian Securities Law”.

“AlternativeDisclosure Relief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian SecuritiesLaw”.

“AuditCommittee” means the audit committee of the Board.

“AuditCommittee Requirements” means the requirements of National Instrument 52-110 – Audit Committees.

“AuditedFinancial Statements” has the meaning ascribed thereto under the heading “Notice-And-Access”.

“BeneficiaryVotes” has the meaning ascribed thereto under the heading “Proxy Solicitation Information – Appointment of Proxies”.

“BCBCA”means the Business Corporations Act (British Columbia).

“Board”means the board of directors of Telesat Corporation.

“CbyCDirector” means a director who both (i) is Canadian, and (ii) was nominated for election by either: (x) the Nominating & CorporateGovernance Committee, if comprised of a majority of Canadian directors, (y) a Designator who is Canadian, or (z) a shareholder who isCanadian. For the avoidance of doubt, Contractual Designees nominated by the Polaris Designator shall qualify as CbyC Directors pursuantto either subclauses (y) or (z) of this definition.

“CEO”means the Chief Executive Officer of Telesat Corporation.

“CertificationRequirements” means the requirements of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annualand Interim Filings.

“CFO”means the Chief Financial Officer of Telesat Corporation.

“Chair”means the independent chair of the Board of Telesat Corporation.

“Changeof Control” means (i) any person who, together with its affiliates and associates, acquires beneficial ownership of at least amajority of the Telesat Corporation Shares on a fully diluted basis, including by way of any arrangement, amalgamation, merger, consolidation,combination or acquisition of the Company with, by or into another corporation, entity or person in one or more related transactions,or (ii) the sale of all or substantially all of the assets of the Company to a third party.

“ClassA Shares” means the ClassA common shares of Telesat Corporation.

“ClassA Common Shares” means the ClassA common shares of Telesat Corporation.

“ClassA Special Voting Share” means the ClassA Special Voting Share of Telesat Corporation.

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“ClassA Units” means the ClassA units of Telesat Partnership.

“ClassB Variable Voting Shares” means the ClassB variable voting shares of Telesat Corporation.

“ClassB Special Voting Share” means the ClassB Special Voting Share of Telesat Corporation.

“ClassB Units” means the ClassB units of Telesat Partnership.

“ClassC Fully Voting Shares” means the ClassC fully voting shares of Telesat Corporation.

“ClassC Limited Voting Shares” means the ClassC limited voting shares of Telesat Corporation.

“ClassC Shares” means, together, the ClassC Fully Voting Shares and the ClassC Limited Voting Shares.

“ClassC Special Voting Share” means the ClassC Special Voting Share of Telesat Corporation.

“ClassC Units” means the ClassC units of Telesat Partnership.

“ClassD Units” means the ClassD Units of Telesat Partnership.

“Company”means Telesat Corporation (together with Telesat Partnership LP and its applicable subsidiaries).

“Computershare”means Computershare Investor Services Inc.

“ContractualDesignee” means each such nominee of a Designator while such Designator has the contractual right to designate one or more nomineesfor election as directors of the Company.

“ControlNumber” has the meaning ascribed thereto under the heading “Attending and Voting at the Virtual Meeting”.

“CorporateGovernance Requirements” means the requirements of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

“CSA”means the securities regulatory authorities in the provinces and territories of Canada.

“Deloitte”means Deloitte LLP Chartered Professional Accountants.

“Designator”means either (i) PSP investments or its affiliates, or (ii) MHR or its affiliates, as applicable, in each case as provided under an investorrights agreement between such Designator and the Company.

“DirectorNominees” means the nominees for the Board of Telesat Corporation named under the heading “Business to be Conducted at theMeeting – 2. Election of Directors”.

“DividendShare Units” means additional DSUs, RSUs and/or PSUs to be received by Particpants in the Omnibus Plan when normal cash dividends(other than stock dividends) are paid on Shares, unless the Board determines otherwise at the time of grant or issuance of such Award.

“EarlyWarning Relief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian SecuritiesLaw”.

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“ExchangeableUnits” means, together, the ClassA Units, ClassB Units and ClassC Units of Telesat Partnership.

“Fiscal2022” means the year ended December 31, 2022.

“Fiscal2023” means the year ended December 31, 2023.

“Form51-102F5” means Form51-102F5 – Information Circular.

“GoldenShare” means the Golden Share without par value in the capital of Telesat Corporation.

“HistoricPlans” means collectively, the RSU Plan, the 2008 Telesat Plan and the 2013 Telesat Plan adopted in April 2021, September 2008and April 2013, respectively, by Telesat Holdings Inc.

“HumanResources & Compensation Committee” means the human resources & compensation committee of the Board of Telesat Corporation.

“IFRS”means the International Financing Reporting Standards as issued by the International Accounting Standards Board.

“IndependentAudit Committee Director” means a director who (i) satisfies the independence requirements of the applicable U.S. and/or Canadiansecurities exchanges on which the Telesat Public Shares are listed, (ii) is “independent” of Telesat Corporation within themeaning of National Instrument 52-110 — Audit Committees of the Canadian Securities Administrators and (iii) is “independent”of Telesat Corporation within the meaning of Section 10A(m)(3)(B) of the United States Securities Exchange Act of 1934.

“InformationCircular” has the meaning ascribed thereto under the heading “About this Management Information Circular”.

“Intermediary”has the meaning ascribed thereto under the heading “Proxy Solicitation Information – Advice to Non-Registered Shareholders”.

“InvestorRights Agreements” means, together, the two separate investor rights agreements entered into between Telesat Corporation and eachof MHR and PSP Investments on November 23, 2020.

“InviteCode” has the meaning ascribed thereto under the heading “Proxy Solicitation Information – Advice to Non-RegisteredShareholders”.

“LeadDirector” means lead director of the Board of Telesat Corporation.

“ManagementNominees” has the meaning ascribed thereto under the heading “Proxy Solicitation Information – Appointment of Proxies”.

“MD&A”has the meaning ascribed thereto under the heading “Notice-And-Access”.

“Meeting”means the annual general meeting of Telesat Corporation.

“MeetingMaterials” means the Notice of Meeting, the Information Circular, the Audited Financial Statements and accompanying MD&A, votinginstruction form and form of proxy.

“MHR”has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – Election of Directors –Investor Rights Agreement”.

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“MHRDesignators” means any Contractual Designees to be designated by MHR or its affiliates.

“NCIBRelief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian Securities Law”.

“NEOs”means collectively, the CEO, CFO, and the Company’s three other most highly compensated executives.

“NewShares” has the meaning ascribed thereto under the heading “Description of Share Capital and Voting Structure – EconomicRights”.

“NewUnits” has the meaning ascribed thereto under the heading “Description of Share Capital and Voting Structure – EconomicRights”.

“NewsRelease Relief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian SecuritiesLaw”.

“NI51-102”means National Instrument 51-102 – Continuous Disclosure Obligations.

“NI54-101”means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

“NI58-101”means National Instrument 58-101 – Corporate Governance Requirements.

“NI62-103”means National Instrument 62-103 – Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

“NI62-104”means National Instrument 62-104 – Take-Over Bids and Issuer Bids.

“NominatingShareholder” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – AdvanceNotice Requirements”.

“Nominating& Corporate Governance Committee” means the nominating & corporate governance committee of the Board of Telesat Corporation.

“NomenclatureRelief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian Securities Law”.

“Non-RegisteredHolders” means the non-registered (beneficial) owners of Telesat Corporation Shares.

“NoticeDate” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – Advance NoticeRequirements”.

“OmnibusPlan” means the long-term equity incentive plan adopted by Telesat Corporation.

“OptionholderExchange Agreements” means the exchange agreement between Telesat Corporation and holders of Telesat Options, Telesat Tandem SARsand Telesat RSUs whereby each holder of Telesat Options, Telesat Tandem SARs and Telesat RSUs had the right to exchange his or her TelesatOptions, Telesat Tandem SARs and Telesat RSUs for corresponding options, restricted share units and tandem share appreciation rights,as applicable, of Telesat Corporation.

“OSC”means the Ontario Securities Commission.

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“PartnershipAgreement” has the meaning ascribed thereto under the heading “Proxy Solicitation Information – Registered Shareholders”.

“ProposingShareholders” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – AdvanceNotice Requirements”.

“PSPInvestments” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – Electionof Directors – Investor Rights Agreement”.

“PSPInvestments Designators” means any Contractual Designees to be designated by PSP Investments or its affiliates.

“RecordDate” has the meaning ascribed thereto under the heading “About this Management Information Circular”.

“RegisteredHolder” has the meaning ascribed thereto under the heading “Proxy Solicitation Information” – “RegisteredShareholders”.

“RequisitioningShareholders” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – AdvanceNotice Requirements”.

“RSUPlan” has the meaning ascribed thereto under the heading “Executive Compensation – Types of Awards under Historic Plans”.

“SEC”means the U.S. Securities and Exchange Commission.

“Shareholders”means the holders of ClassA Common Shares, ClassB Variable Voting Shares, ClassC Fully Voting Shares and ClassCLimited Voting Shares.

“SpecialBoard Date” means the date that the number of (a) Contractual Designees permitted to be nominated by the PSP Investments Designatorspursuant to the investor rights agreement between the Polaris Designators and the Company plus (b) the Contractual Designees permittedto be nominated by the MHR Designees pursuant to the investor rights agreement between the MHR Designators and the Company collectivelyconstitutes, in the aggregate, less than 50% of the number of directors of the Company (as such number is determined in accordance withArticle 10.3 of the Telesat Corporation Articles, without taking into account any vacancies on the board).

“SpecialNomination Termination Date” means the earlier of: (i) Telesat Corporation’s annual meeting of shareholders held in calendaryear 2024 (unless that meeting is held more than 30 days prior to the one-year anniversary of Telesat Corporation’s annual meetingof shareholders held in calendar year 2023, in which case, Telesat Corporation’s annual meeting of shareholders held in calendaryear 2025), and (ii) the Special Board Date.

“SpecialVoting Shares” means, together, the ClassA Special Voting Share, the ClassB Special Voting Share and the ClassCSpecial Voting Share.

“SpeciallyDesignated Director” means a person who:

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“TargetBonus” has the meaning ascribed thereto under the heading “Executive Compensation – Annual Incentive Awards”.

“Telesat”means Telesat Corporation (together with Telseat Partnership LP and its applicable subsidiaries).

“TelesatCanada Board” means the board of directors of Telesat Canada.

“Telesat-to-TelesatCorporation Exchange Ratio” means 0.4136 Telesat Corporation Shares for each Telesat Common Share, Telesat Non-Voting ParticipatingPreferred Share or Telesat Voting Participating Preferred Share (including all outstanding shares in the capital of Telesat underlyingTelesat Options, Telesat Tandem SARs and Telesat RSUs).

“TelesatCorporation Articles” means the organizational documents of Telesat Corporation, as amended and restated.

“TelesatCorporation DSUs” means deferred share units that represent the right to receive Telesat Public Shares or cash, in accordance withthe terms of the Omnibus Plan.

“TelesatCorporation Options” means options to purchase Telesat Public Shares in accordance with the terms of the Omnibus Plan.

“TelesatCorporation PSUs” means performance share units that represent the right to receive Telesat Public Shares or cash, in accordancewith the terms of the Omnibus Plan.

“TelesatCorporation Shares” has the meaning ascribed thereto under the heading “About this Management Information Circular”.

“TelesatOptions” means options to purchase Telesat Non-Voting Participating Preferred Shares.

“TelesatPartnership GP Units” means the general partnership units of Telesat Partnership.

“TelesatPublic Shares” means, together, the ClassA Shares and ClassB Variable Voting Shares of Telesat Corporation.

“TelesatRSUs” means restricted stock units that represent the right to receive Telesat Non-Voting Participating Preferred Shares.

“TelesatTandem SARs” means tandem stock appreciation rights accompanying certain Telesat Options.

“TimelyNotice” has the meaning ascribed thereto under the heading “Business to be Conducted at the Meeting – Advance NoticeRequirements”.

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“TOBRelief” has the meaning ascribed thereto under the heading “General Matters – Exemptions from Canadian Securities Law”.

“Transaction”means the integration transaction completed on November 18, 2021, and November 19, 2021, by and among Telesat, Telesat Canada, LoralSpace & Communications Inc., Telesat Partnership LP, Telesat CanHold Corporation, Lion Combination Sub Corporation, Public SectorPension Investment Board, and Red Isle Private Investments Inc., as further described in the Company’s Annual Information FormonForm20-F filed on SEDAR+ and EDGAR.

“Trust”means the Telesat Corporation Trust, an irrevocable trust formed under the laws of the Province of Ontario pursuant to the Trust Agreement.

“TrustAgreement” means the trust agreement establishing the Trust, entered into between the settlor of the Trust and the Trustee on theFirst Closing Day.

“TrustVoting Agreement” means the voting agreement entered into between the Trustee, Telesat Corporation and Telesat Partnership on theFirst Closing Day.

“Trustee”means the trustee of the Trust, as determined from time to time in accordance with the Trust Agreement, who will initially be TSX TrustCompany.

“TSX”means the Toronto Stock Exchange.

“UnwindTransaction” means, collectively, (i) the conversion of all of the ClassB Variable Voting Shares into ClassA Sharesand (ii) the other transactions, events and occurrences specified in the Telesat Corporation Articles to occur upon an Unwind Trigger,including the redemption of the Golden Share and the Special Voting Shares and the expiration of the provisions in Part 24 of the TelesatCorporation Articles.

“UnwindTrigger” means the occurrence of both clauses (i) and (ii): (i) the occurrence of any one of the following: (A) the election ofTelesat Corporation (which election, until the Special Board Date, must be made with the approval of the majority of the Specially DesignatedDirectors then in office) to effect the Unwind Transaction, if: (a) no person who is not a Canadian, or any voting group comprised ofany persons who are not Canadians, in each case, beneficially owns or controls, directly or indirectly, one-third or more of the fullydiluted Telesat Corporation Shares, (b) Telesat Corporation becomes widely held, such that at least 70% of the fully diluted TelesatCorporation Shares are held by holders that do not beneficially own or control, directly or indirectly (and are not members of any groupthat beneficially owns or controls, directly or indirectly), 10% or more of the fully diluted Telesat Corporation Shares, collectively,or are entitled to report their ownership interest in Telesat Corporation for purposes of U.S. federal securities laws on (i) Form13For (ii) Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) promulgated under the Exchange Act, and (c) a majority of the membersof the Telesat Corporation Board remain Canadian (as defined in the Investment Canada Act) at the time of the Unwind Transaction or (B)aChange of Control; and (ii) both (1) the absence of any determination by the Telesat Corporation Board that the Unwind Transaction wouldconstitute a breach of, or an acceleration of the performance of any obligation under, any material agreement of Telesat Corporation,in each case, within 60 days of written notice to the Telesat Corporation Board of the occurrence of any event set forth in (i) above;provided, however, that in the event of the occurrence of a Change of Control, the fact that such occurrence could be deemed as a Changeof Control under Telesat Corporation’s outstanding indebtedness or other material agreements shall be excluded for purposes ofthis subclause (1) if such indebtedness is refinanced or intended to be refinanced in connection with the occurrence of such Change ofControl; and (2) receipt by Telesat Corporation of all required governmental authorizations for the Unwind Transaction.

“2008Telesat Plan” has the meaning ascribed to it under the heading “Executive Compensation – Types of Awards under HistoricPlans”.

“2013Telesat Plan” has the meaning ascribed to it under the heading “Executive Compensation – Types of Awards under HistoricPlans”.

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APPENDIX“B”
MANDATE OF THE BOARD

Theboard of directors (the “Board”) of Telesat Corporation (“Telesat” or the “Company”)is elected by the shareholders of Telesat and is responsible for the stewardship of Telesat. Thepurpose of this mandate is to describethe principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in dischargingits duties and responsibilities.

TheBoard has approved this mandate, which, together with the corporate governance guidelines, the charters for the committees of the Board,the position descriptions for the Board chair, lead director and committee chairs, the articles of Telesat, as amended and restated (the“Telesat Corporation Articles”) and the separate investor rights agreements dated November 23, 2020 entered into betweenTelesat and each of MHR Fund Management LLC (“MHR”) and Public Sector Pension Investment Board (“PSP”)(as may be amended from time to time, the “Investor Rights Agreements”) provide the general framework for the governanceof the Company. In the event of any conflict between this policy and the Telesat Corporation Articles or the Investor Rights Agreements,or any of the rights, privileges, arrangements, or powers set forth therein, the Telesat Corporation Articles and the Investor RightsAgreements shall prevail and this policy shall not and shall be interpreted not to, directly or indirectly interfere with, limit or restrictor otherwise disrupt, any of such rights, privileges, arrangements or powers. The Board intends that policy will continue to evolve toaddress all applicable regulatory and stock exchange requirements relating to corporate governance and will be modified and updated ascirc*mstances warrant.

TheBoard will be comprised in accordance with the relevant provisions of the Telesat Corporation Articles and shall include a minimum ofthree (3) independent directors who are unaffiliated with MHR and PSP, with a view to ensuring that a majority of the directors are independentwithin the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees (“NI52-110”)and NASDAQ Rule 5605. The Board will annually review and make a determination on the independence of each director as required underapplicable securities laws and the rules of any stock exchange upon which the securities of the Company are listed, including under Section1.2 of National Instrument 58-101 and NASDAQ Rule 5605(a)(2).

TheBoard, as required, may have an independent (as set forth under Section 1.2 of National Instrument 58-101 and NASDAQ Rule 5605(a)(2))Director to carry out the functions of a lead director. If Telesat has a non-executive, independent (as set forth under Section 1.2 ofNational Instrument 58-101 and NASDAQ Rule 5605(a)(2)) Chair, then the role of the lead director will be filled by the non-executiveChair.

TheBoard is responsible for providing independent, effective leadership in supervising the management of the business and affairs of Telesat,including providing guidance and strategic oversight to management with a view to maximizing shareholder value and conducting the businessand affairs of Telesat ethically and in accordance with the highest standards of corporate governance.

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Indischarging their duties, directors must act honestly and in good faith, with a view to the best interests of the Company. Each directormust also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circ*mstances. The responsibilitiesof the Board include:

Meetingsof the Board will be held as many times per year as necessary to effectively carry out the Board’s responsibilities, but in anyevent not less than four (4) times per year.

TheBoard will adopt a strategic planning process to establish objectives and goals for Telesat’s business and will review, approveand modify as appropriate the strategies proposed by senior management to achieve such objectives and goals. The Board will periodicallyreview and approve, as necessary, a strategic plan which takes into account, among other things, the opportunities and risks of Telesat’sbusiness and affairs.

TheBoard, in conjunction with management, will identify the principal risks of Telesat’s business and oversee management’s implementationof appropriate systems to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementationof effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessingand implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk managementto the Audit Committee, delegation of risks associated with compensation policies and practices to the Human Resources & CompensationCommittee and delegation of risks associated with corporate governance to the Nominating & Corporate Governance Committee. The Boardwill work in conjunction with each Committee, respectively, to oversee the implementation of such policies and procedures.

TheBoard, in conjunction with management, is responsible for understanding and monitoring the political, cultural, legal and business risksand environments in which Telesat operates and providing input to management on emerging trends, risks and issues.

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TheBoard will provide leadership to Telesat in support of its commitment to corporate social responsibility, set the ethical tone for Telesatand its management and foster ethical and responsible decision-making by management. The Board will take reasonable steps to satisfyitself of the integrity of the President and Chief Executive Officer and management and satisfy itself that the President and Chief ExecutiveOfficer and management create a culture of integrity throughout the organization.

TheBoard will approve the succession plan for Telesat management upon the recommendation of the Human Resources & Compensation Committee,including the selection, appointment and supervision of the President and Chief Executive Officer and the other senior officers of Telesat,and will also approve the compensation of the President and Chief Executive Officer and the other senior officers of Telesat.

TheBoard will delegate to the President and Chief Executive Officer and senior management authority over the day-to-day management of thebusiness and affairs of Telesat and will oversee such senior officers appropriately. This delegation of authority will be subject tospecified financial limits and any transactions or arrangements in excess of general authority guidelines will be reviewed by and subjectto the prior approval of the Board.

TheBoard may delegate certain matters it is responsible for to Board committees, presently consisting of the Audit Committee, Nominating& Corporate Governance Committee and Human Resources & Compensation Committee. TheBoard will, however, retain its oversightfunction and ultimate responsibility for these matters and any delegated responsibilities.

TheBoard will review and/or approve, as applicable, all material securities filings, including the annual audited consolidated financialstatements, interim financial statements, the notes and management discussion and analysis accompanying such consolidated financial statements,quarterly and annual reports, management proxy circulars, proxy statements, annual information forms, prospectuses, and equity financings,borrowings and all annual operating plans and budgets.

TheBoard, with the assistance of the Audit Committee, will adopt procedures that seek to: (i)ensure the integrity of internal controlsand management information systems; (ii) ensure compliance with applicable laws, rules and regulations; and (iii) prevent violationsof applicable laws, rules and regulations relating to financial reporting and disclosure, violation of Telesat’s Code of Ethicsand fraud against shareholders.

TheBoard will seek to ensure that Telesat’s corporate disclosure complies with applicable laws, rules and regulations and the rulesand regulations of the stock exchanges upon which Telesat’s securities are listed. In addition, the Board will adopt proceduresthat seek to ensure the Board receives feedback from securityholders on material issues.

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TheBoard will adopt and annually review policies and procedures designed to ensure that Telesat and its directors, officers and employeescomply with applicable laws, rules and regulations and conduct Telesat’s business ethically and with honesty and integrity.

TheNominating & Corporate Governance Committee will review and assess annually the adequacy of this mandate and recommend any proposedchanges to the Board for consideration.

TheBoard may, from time to time, permit departures from the terms of this mandate, either prospectively or retrospectively. The terms ofthis mandate are not intended to give rise to civil liability on the part of the Company or its directors or officers to shareholders,securityholders, customers, suppliers, vendors, contractors, partners, competitors, employees or other persons, or to any other liabilitywhatsoever on their part.

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APPENDIX“C”
AUDIT COMMITTEE CHARTER

Thischarter (the “Charter”) sets forth the purpose, composition, responsibilities and authority of the Audit Committee(the “Committee”) of the Board of Directors (the “Board”) of Telesat Corporation (“Telesat”or the “Company”).

Certainaspects of the composition and organization of the Committee are prescribed and/or governed by the Business Corporations Act (BritishColumbia), the articles of Telesat, as amended and restated (the “Telesat Corporation Articles”) and applicable agreements,including the separate investor rights agreements dated November 23, 2020 entered into between Telesat and each of MHR Fund ManagementLLC and Public Sector Pension Investment Board (as may be amended from time to time, the “Investor Rights Agreements”).Certain of the provisions of this Charter may be modified or superseded by the provisions of the Telesat Corporation Articles and theInvestor Rights Agreements. In the event of any conflict between this Charter and the Telesat Corporation Articles or the Investor RightsAgreements, or any of the rights, privileges, arrangements, or powers set forth therein, the Telesat Corporation Articles and the InvestorRights Agreements shall prevail and this Charter shall not and shall be interpreted not to, directly or indirectly interfere with, limitor restrict or otherwise disrupt, any of such rights, privileges, arrangements or powers.

Thepurpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

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Betweenmeetings, the Chair or any Member designated for such purpose by the Committee, may, if required under the circ*mstances, exercise anypower delegated by the Committee on an interim basis. The Chair or other designated Member will promptly report to the other Membersin any case in which this interim power is exercised.

Theduties and responsibilities of the Committee as they relate to the following matters, are as follows:

FinancialReporting and Disclosure

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InternalControls and Audit

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ExternalAudit

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