Telesat Corporation (TSAT) Earnings Call Transcript & Summary

The purposes of today's meeting are set out in the management information circular dated April 25, 2024, copies of which were made available to shareholders and unitholders on May 14, 2024, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available on the corporation's website and under the corporation's profile on the SEDAR website as well as on the EDGAR website. The management information circular and other meeting materials are also available on Telesat's partnership's profile on the SEDAR website. Before moving to the formal agenda items for today's meeting, we'd like to direct you to consult the management information circular or our annual report for more information on the special voting shares, the golden share, the voting trust agreement and the Canadian character of Telesat. In order to remain Canadian-controlled, the corporation's articles include a golden share. The golden share is held by the trustee and is entitled to be voted at meetings of the corporation's shareholders when the aggregate number of Class B variable voting shares and Class B partnership units, which are held by non-Canadians, exceeds the numbers of Class A common shares, Class A partnership units, Class C shares and Class C partnership units, which may only be held by Canadians. In order to properly track the number of Canadians and non-Canadians voting at today's meeting, a Canadian status declaration was included in each proxy and voting information form distributed to shareholders. The transfer agent of the corporation, Computershare Trust Company, has been tallying the Canadian status declarations to ensure votes are properly recorded under the appropriate class of share or units. We will not know until all votes cast are tallied by the scrutineer whether the golden shares required to vote at this meeting. If the golden share is required to vote, the golden share will be attributed with only that number of votes necessary to ensure that the aggregate votes cast by the holders of Class A common shares, Class A special voting shares, Class C shares and Class C special voting share, each of which can only be held by Canadians, represent the simple majority of the votes cast at the meeting. With respect to the timing of voting, registered shareholders, holders of partnership units and duly appointed proxy holders are able to vote on each business item throughout the course of the meeting. At the conclusion of the voting today, the scrutineer will compile the votes in respect of each business item. As noted earlier, to further expedite the formal part of the meeting, the Chair will move all motions and no motions will need to be seconded.

Okay. Thank you, Chris. I now declare that this meeting is regularly called and properly constituted for the transaction of business. The first item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2023, and the auditor's report thereon. These financial statements and the auditor's report were made available to shareholders via SEDAR and EDGAR on March 28, 2024, and in connection with the mailing of the meeting materials. Unless there is an objection, I'll dispense with the reading of the auditor's report. Hearing no objection, we now move to the next point on today's agenda, the election of 10 individuals to the Board of Directors of the corporation. The term of office of the directors is from today until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As per the management information circular, Michael Boychuk, Jane Craighead, Richard Fadden, Daniel Goldberg, Henry Intven, David Morin, Guthrie Stewart, Michael Targoff, Mark Rachesky and Janet Yeung have each been nominated as a director for the ensuing year or until their respective successor is elected or appointed. I note that pursuant to investor rights agreements entered into with the corporation, Michael Boychuk, David Morin; and Guthrie Stewart are director designees of PSP Investments; and Janet Yeung, Michael Targoff and Mark Rachesky are director designee of MHR Fund Management. Each of the persons nominated has confirmed that he or she is prepared to serve as a director, and each of them currently serves as a director of the corporation. Each of them qualifies as a director under the provisions of the British Columbia Business Corporations Act and the corporation's articles. The corporation didn't receive notice of any director nominations in connection with the meeting in accordance with the advanced notice provision in the corporation's articles. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the nominees listed in the management information circular. Since there are no other nominations, I move a motion to elect the directors. The motion is now on the floor. The act requires that the Board of Directors be elected. Proxies have been solicited for each of the 10 proposed qualified persons listed in the management information circular. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? Hearing none and as mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot that is available for voting throughout the course of the meeting. We will, therefore, continue with the next item of business, which is the appointment of the corporation's auditors for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board is approved, subject to shareholder confirmation, the appointment of Deloitte LLP Chartered Professional Accountants as the auditors of the corporation. I move that Deloitte LLP Chartered Professional Accountants be appointed auditors of the corporation until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor. Unless there are any questions or discussions, we'll continue with the next item of business, which is the approval of the amendment to the corporation's Omnibus Plan. Hearing no discussion on the prior motion, the Board has approved, subject to the approval of shareholders in the TSX and amendment to the corporation's Omnibus Plan to increase the fixed number of Class A common shares and Class B variable voting shares reserved for issuance under the corporation's Omnibus Plan. I move a motion that the corporation's Omnibus Plan be amended to increase the aggregate number of Class A common shares and Class B variable voting shares issuable under the corporation's Omnibus Plan from 2,972,816 to 5,017,401. The policies of the TSX require that an amendment to the corporation's Omnibus Plan be approved by shareholders. Proxies have been solicited for the approval of the amendment to the corporation's Omnibus Plan. The form of proxy for voting on the amendment allows shareholders to vote for or against the amendment. The motion is now on the floor. Unless there are any questions, we will move to complete voting on the items of business at the meeting. There don't appear to be any questions. If you have not done so already, please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of Deloitte as the corporation's auditors for the for or against buttons next to the resolution, with respect to the amendment to the corporation's Omnibus Plan. Please also complete the Canadian Residency Declaration, in connection with casting your boats. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will provide registered shareholders and duly appointed proxy holders approximately 5 minutes to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. And as I mentioned earlier, the scrutineer's report will have considered and will reflect the votes cast by the TSX Trust Company in its capacity as trustee of the Telesat Corporation Trust and registered holder of the Class A special voting share, the Class B special voting share, the Class C special voting share and the Golden Chair. We will reconvene in a few moments with the voting results. [Voting]

Okay. We're back. Thank you for waiting. I've now received confirmation from the scrutineer that: one, each of the 10 nominees has been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; two, the appointment of Deloitte LLP Chartered Professional Accountants as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration; and three, that the amendment to the corporation's Omnibus Plan has been approved. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the TSX and filed on SEDAR and reported pursuant to applicable securities laws. As there's no further business to be brought before this meeting, I move that today's meeting be concluded. On behalf of management, our Board of Directors and our employees, I'd like to take the opportunity to thank everyone for attending the meeting today. I'd also like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. Thank you.

This concludes the meeting. You may now disconnect.