Exhibit 4.4

TABLE OF CONTENTS

Letter to Shareholders from the Chair of the Board and the Chief Executive Officer

Dear Shareholders,

On behalf of the board and management team at MDA Space, we are pleased to invite you to attend our annual general meeting of shareholders, which will be held virtually on May 8, 2025 at 11:00 am (Toronto time). Your vote and your voice matter, and we encourage all of our shareholders to participate.

The Notice of the Annual General Meeting of Shareholders, Management Information Circular, and related materials are enclosed. These documents outline and describe the business to be conducted at the meeting, our approach to executive compensation and our governance practices. Information about the meeting is also available on our Investor Relations website at https://mda-en.investorroom.com/annual-reports.

2024 was a remarkable year for MDA Space as we began to see meaningful impact of our long-term strategic plan to pivot the business into the commercial global space market, and made meaningful progress against our growth plan, both financially and operationally. Investments in our next generation commercial product lines and manufacturing capacity at key facilities in Brampton and Montreal further reinforced our ability to meet growing customer demand in the rapidly expanding global space industry.

Financially, revenues grew to $1,080.1 million, up 33.7% year over year, and Adjusted EBITDA grew to $217.1 million, up 24.6% over the prior year¹ while Adjusted EBITDA Margin of 20.1% remained at a very healthy level.² Backlog at year-end stood at $4.4 billion, up 41.6% compared to December 31, 2023. We ended the year with strong market momentum and we remain focused on executing our strategy and growing our book of business.

Operationally, we achieved multiple milestones across all of our business areas, including:

In 2024, we achieved multiple milestones on MDA CHORUS^TM, our next-generation Earth observation constellation, including successfully completing the critical design review for the payload and all unit levels, completing the

deployment test of the engineering model Synthetic Aperture Radar (“SAR”) antenna deployment structure, and conducting multiple ground segment operations demonstrations. We are seeing strong interest in MDA CHORUS^TM from both existing and prospective new end-users for data and services. Our momentum continues in 2025 with the award of a contract with Globalstar Inc. (“Globalstar”) of approximately $1.1 billion to be the prime contractor for the satellite operator’s next generation low Earth orbit (“LEO”) constellation. As part of the definitive contract for the full LEO constellation, MDA Space will manufacture more than 50 MDA AURORA™ software-defined digital satellites for Globalstar.

These achievements were supported by a significant increase in hiring, with over 950 employees joining MDA Space in 2024. We want to express our heartfelt gratitude to the more than 3,400 MDA Space colleagues who have contributed to our mission to build the space between proven and possible. Day after day, these talented and hard-working individuals are delivering on customer commitments, developing world-leading new innovations, and leveraging our competitive strengths across the entire business.

Lastly, we also want to extend our sincerest thanks to our shareholders for your ongoing and continued support. As a result of our 12-month stock price performance in 2024, we were proud to end the year as one of the top five best performing stocks on the S&P/TSX Composite Index, based on share price appreciation percentage throughout the fiscal year. We look forward to updating you on our progress at the Annual General Meeting, and we look forward to another year of working together to build the space between the proven and the possible.

Sincerely,

MDA space LTD.

Notice of Annual General Meeting of Shareholders to be Held on May 8, 2025

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of MDA Space Ltd. (“MDA Space” or the “Company”) will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1762 on May 8, 2025 at 11:00 am (Toronto time), for the following purposes, as more particularly described in the accompanying management information circular (the “Circular”):

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Holders of common shares registered on the books of MDA Space at the close of business on March 28, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting.

The Company is using “notice-and-access” to deliver meeting materials, including the Circular and the form of proxy or the voting instruction form, as applicable. This means that instead of receiving paper copies of the meeting materials, shareholders will be able to access and review the meeting materials electronically. You will also find below information on how to request paper copies of these meeting materials if you prefer. Management believes that the principal benefit of using the notice-and-access system is that it is more environmentally friendly and cost-effective because it reduces paper use and the cost of printing and mailing the meeting materials to shareholders. The Company will send to shareholders of record as of the Record Date a notice (the “N&A Notice”) that the meeting materials have been posted and containing instructions on how to access the meeting materials.

Electronic copies of the meeting materials can be viewed online under the Company’s SEDAR+ profile at www.sedarplus.ca or at https://docs.tsxtrust.com/2463.

If you have any questions regarding notice-and-access, please call the Company’s transfer agent, TSX Trust Company at 1-866-600-5869 or email tsxtis@tmx.com.

Upon request, we will provide a paper copy of the meeting materials to any shareholder, free of charge, for a period of one year from the date the Circular is filed on SEDAR+. Requests may be made by contacting MDA Space at investor.relations@mda.space. In order to receive a paper copy in time to vote before the Meeting, your request should be received by April 29, 2025. The N&A Notice will also provide instructions on how to receive a paper copy of the meeting materials by mail.

A registered shareholder may attend the Meeting himself, herself or itself, or may be represented by proxy. Registered shareholders who are unable to attend the Meeting or any adjournment thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof.

Once again this year, the Meeting will be held in a virtual-only format, which will be conducted via live audio webcast over the Internet. Registered shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting from any location. Non-registered shareholders who have not duly appointed themselves as proxyholders may also virtually attend as guests. Guests will be able to virtually attend and listen to the Meeting but will not be able to vote or ask questions at the Meeting. To be valid, the enclosed proxy must be deposited with MDA Space’s transfer agent, TSX Trust Company at 301-100 Adelaide Street West, Toronto, ON M5H 4H1 not later than 11:00 am (Toronto time) on May 6, 2025 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, Canada, prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof). Alternatively, shareholders may, and are encouraged to, vote their proxies online at http://www.voteproxyonline.com/ or by fax to 416-595-9593 before such deadline.

A summary of the information shareholders will need to attend, participate and vote at our Meeting is provided in the Circular under “Voting Information”.

Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an “Intermediary”), should carefully follow the voting instructions provided by their Intermediary.

DATED this 30th day of March, 2025.

ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 2025

Management Information Circular

This management information circular (“Circular”) is furnished in connection with the solicitation of proxies by management of MDA Space Ltd. (the “Company” or “MDA Space”) for use at the annual general meeting of the shareholders of MDA Space (the “Meeting”), which will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1762 on May 8, 2025 at 11:00 am (Toronto time), subject to any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying notice of annual general meeting of shareholders (the “Notice of Meeting”). Unless otherwise stated, all information in this Circular is current as of March 30, 2025 and all references to dollars, “$” or “C$” are to Canadian dollars.

BUSINESS OF THE MEETING

ATTENDING THE MEETING

Once again this year, the Meeting will be held in a virtual-only format, which will be conducted via live audio webcast over the Internet. Shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location. A summary of the information that shareholders will need to attend and vote at the Meeting online is provided under “Voting Information – Voting and Asking Questions at the Meeting”

Voting Information

Solicitation of Proxies

The solicitation of proxies is being made by or on behalf of management of MDA Space. It is expected that the solicitation of proxies will be made primarily by mail, subject to the use of the notice-and-access system in relation to the delivery of meeting materials but may be supplemented by telephone or other form of correspondence. The cost of solicitation of proxies will be borne by MDA Space. We will also pay the fees and costs of Intermediaries (as defined below) for their services in transmitting proxy-related material in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“National Instrument 54-101”). This cost is expected to be nominal.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by MDA Space. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Non-Registered Shareholders

(b)   be given a form of proxy which has already been signed by the Intermediary, which is restricted as to the number of Common Shares beneficially owned by the objecting beneficial owners but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the objecting beneficial owners when submitting the proxy.   The purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

Non-Registered Shareholders

Notice-and-Access

As permitted by the Canadian securities regulators, the Company is using “notice-and-access”, to deliver, to both Registered Shareholders and Non-Registered Shareholders, the Meeting Materials. This means that instead of receiving a paper copy of the Meeting Materials, shareholders as of the Record Date have access to the Meeting Materials electronically. The principal benefit of using the notice-and-access system is that it is more environmentally friendly and cost-effective because it reduces paper use and the cost of printing and mailing the Meeting Materials to shareholders.

Shareholders will receive a package by mail which includes the Notice of Meeting and a form of proxy (if you are a Registered Shareholder) or a voting instruction form (if you are a Non-Registered Shareholder) and each of the form of proxy and the voting instruction form includes instructions on how you can vote your Common Shares at the Meeting.

Electronic copies of the Meeting Materials can be viewed online under the Company’s SEDAR+ profile at www.sedarplus.ca/ or at https://docs.tsxtrust.com/2463.

Upon request, the Company will provide a paper copy of the Meeting Materials to any shareholder, free of charge, for a period of one year from the date the Circular is filed on SEDAR+. Requests may be made by contacting MDA Space at investor.relations@mda.space. In order to receive a paper copy in time to vote before the Meeting, your request should be received by April 29, 2025.

If you have any questions regarding notice-and-access, please call the Company’s transfer agent, TSX Trust Company at 1-866-600-5869 or email tsxtis@tmx.com.

Voting and Asking Questions at the Meeting

MDA Space is holding the Meeting in a virtual format, which will be conducted via live audio webcast, where all shareholders, regardless of geographic location, will have an opportunity to participate.

Given this format, all shareholders are strongly advised to carefully read the voting instructions below that are applicable to them.

Registered Shareholders

How to change your vote if you are a Registered Shareholder:

In addition to revocation in any other manner permitted by law, proxies given by Registered Shareholders for use at the Meeting may be revoked at any time prior to their use by depositing an instrument in writing executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized, with TSX Trust located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 11:00 am (Toronto time) on May 6, 2025 (or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any reconvened meeting in the event of an adjournment of the Meeting). Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

A shareholder may also revoke their proxy at the Meeting provided they are a Registered Shareholder whose name appeared on the shareholders’ register of MDA Space as at the Record Date.

Non-Registered Shareholders

Asking questions at the Meeting:

Registered Shareholders and Non-Registered Shareholders who have appointed themselves as proxyholder and obtained a control number are eligible to ask a question during the Q&A portion of the Meeting. In the event that any such shareholder wishes to ask a question, they should select the “Ask a Question” icon on the left and type their question within the chat box in the messaging screen. Once satisfied with the question, the shareholder should click the “Ask Now” button to submit the question to the Chair. All submitted questions will be moderated by the TSX Trust Virtual Meeting platform before being sent to the Chair. Questions can be submitted at any time during the Q&A session up until the Chair closes the session. We will address any appropriate general questions received from shareholders and duly appointed proxyholders regarding MDA Space. In order to facilitate a respectful and effective Meeting, questions of general interest to all shareholders will be answered. To ensure the Meeting is conducted in a manner that is fair to all shareholders, the Chair of the Meeting may exercise broad discretion in responding to questions, including the order in which the questions are answered, the grouping or editing of the questions and the amount of time devoted to any question.

Assistance:

Should a shareholder require assistance with the use of the virtual meeting platform, the shareholder can review the Virtual Meeting Guide mailed alongside this Circular. Furthermore, should a shareholder wish to speak with a TSX Trust representative, please contact the TSX Trust Company via:

Voting and Discretion of Proxies

On any ballot that may be called for, Common Shares represented by proxies in favour of the persons named on the enclosed form of proxy will be voted for or withheld from voting in accordance with the instructions indicated therein.

When the shareholder has not specified in the form of proxy the manner in which the named proxy nominees are required to vote on any of the matters identified on the form of proxy, the shares represented by proxies in favour of MDA Space’s nominees will be voted FOR the election of the director nominees identified in this Circular to our Board, FOR the appointment of the auditor identified in this Circular and the authorization of the directors to fix the auditor’s remuneration and FOR MDA Space’s approach to executive compensation described in this Circular.

The enclosed form of proxy confers discretionary authority upon the proxyholder named therein in respect of amendments or variations to matters identified in the Notice of Meeting and in respect of any other matters that may properly come before the Meeting. As at the date of this Circular, MDA Space management is not aware of any such amendments or other matters to be presented for action at the Meeting.

Voting Shares and Principal Holders Thereof

As at the time of close of business on March 28, 2025 (the “Record Date”), there were 122,692,279 fully paid and non-assessable Common Shares of MDA Space outstanding. Each Common Share carries the right to one vote per Common Share. Each holder of outstanding Common Shares of record at the time of close of business on the Record Date will be given notice of the Meeting and is entitled to vote at the Meeting the number of Common Shares of record held by him, her or it on the Record Date.

To the knowledge of the directors and senior officers of MDA Space, there are no persons who beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of MDA Space.

Particulars of Matters to be Acted Upon

Financial Statements

The financial statements of MDA Space for the year ended December 31, 2024 and the auditor’s report thereon accompanying this Circular will be placed before the shareholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements. If any shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting.

Election of our Board of Directors

The articles of MDA Space, as amended, provide that our Board shall consist of a minimum of three (3) and a maximum of twenty (20) directors. Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of the current nominees whose names are set forth below.

Management does not contemplate that any of the current nominees will not be able to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed proxy instrument reserve the right to vote for another nominee at their discretion. The terms of office of MDA Space’s current directors will expire as of the date of the Meeting. Each director elected at the Meeting will hold office until the next annual meeting of shareholders of MDA Space, or until their successors are elected or appointed in accordance with the provisions of the Business Corporations Act (Ontario).

Advance Notice Policy

Our by-laws (the “By-Laws”) include certain advance notice provisions with respect to the election of directors (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to (a) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (b) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (c) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide MDA Space with notice, in the prescribed form, within the prescribed time periods. These time periods include, (a) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (b) in the case of a special meeting of shareholders (which is not also an annual meeting) called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date.

As of the date hereof, no director nominations have been received by MDA Space from any shareholder in respect of the Meeting.

A copy of the By-Laws has been filed on SEDAR+ at www.sedarplus.ca.

Majority Voting Policy

MDA Space has adopted a majority voting policy. Pursuant to the policy, shareholders will vote for the election of individual directors at each annual meeting of shareholders, rather than for a fixed slate of directors. Further, in an uncontested election of directors at an applicable meeting of shareholders, the votes cast in favour of the election of a director nominee will be required to represent a majority of the Common Shares voted and withheld for the election of the director. If that is not the case, that director must tender his or her resignation to the Chair. The Nominating & Governance Committee will promptly consider such tendered resignation and recommend to our Board the action to be taken with respect to such tendered resignation, and our Board shall accept the resignation absent exceptional circumstances and it must promptly disclose its decision via press release.

Nominees

There are 9 director nominees. With the exception of Karl Smith, each nominee was elected at the last annual meeting of shareholders on May 9, 2024. MDA Space practices routine director evaluations, which includes considering the composition of our Board and periodic Board refreshment to foster and encourage diverse perspectives and new strategies. As part of our

efforts to refresh the Board, John Risley stepped down as Chair of our Board in 2024 and Brendan Paddick was appointed as new Chair of our Board.

Information on each nominee starts at p. 13 of this Circular and is effective as of the date of this Circular. Below are key highlights about our Board composition if each nominee is elected by shareholders. For more information about the nomination of directors see “Corporate Governance Disclosure – Nomination of Directors” starting on p. 33 of this Circular.

Set out below is biographical information about each of the nominees to our Board:

ALISON ALFERS, Wyoming, USA   Principal occupation: Corporate Director   Director Since: May 11, 2022   Age: 58

INDEPENDENT

YAPRAK BALTACIOĞLU, CM, ICD.D, Ontario, Canada   Principal occupation: Senior Distinguished Fellow at Munk School of Global Affairs and Public Policy   Director Since: March 18, 2021   Age: 65

INDEPENDENT

DARREN FARBER, Maryland, USA   Principal occupation: Founder and Managing Partner, Albion River   Director Since: March 18, 2021   Age: 47

INDEPENDENT

MICHAEL GREENLEY, Ontario, Canada   Principal occupation: Chief Executive Officer, MDA Space Ltd.   Director Since: March 18, 2021   Age: 58

NOT INDEPENDENT

Notes:

BRENDAN PADDICK, ICD.D, Freeport, Bahamas   Principal occupation: Chief Executive Officer, Columbus Capital Corporation   Director Since: March 18, 2021   Age: 61

INDEPENDENT

Notes:

JOHN RISLEY, Nova Scotia, Canada   Principal occupation: Chairman, President, and Chief Executive Officer, CFFI Ventures Inc.   Director Since: March 18, 2021   Age: 76

INDEPENDENT

Notes:

KARL SMITH, Newfoundland and Labrador, Canada   Principal occupation: Corporate Director   Director Since: July 2, 2024   Age: 67

INDEPENDENT

Notes:

YUNG WU, ICD.D, Ontario, Canada   Principal occupation: Chair, NFQ Ventures Ltd.   Director Since: February 14, 2024   Age: 65

INDEPENDENT

Notes:

Board and Committee Meeting Frequency and Overall Attendance in Fiscal 2024

During Fiscal 2024, director attendance was 97.6% at regular Board meetings and 94.4% at committee meetings, as set out below. Individual director nominee attendance is in their biographies starting on p. 14 of this Circular. As outlined in our Board Charter, all directors are expected to maintain a high attendance record at meetings of our Board and the committees of which they are members.

Director Nominee Skills and Experience

All director nominees have a variety of skills and experience acquired from their senior roles in various organizations. In the table below are the skills identified by each director nominee through a self-assessment.

C-Suite Leadership

Government

SW/ Technology

SPACE

Capital Markets / Investor Relations

Finance and / or Legal

Manufacturing

Mergers & Acquisitions

Commercial / Go-To-Market

Human Resources & Compensation

Compliance / Risk Management

Information Technology / Cyber

BRENDAN PADDICK Chief Executive Officer, Columbus Capital Corporation

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MICHAEL GREENLEY Chief Executive Officer and Director of MDA Space Ltd.

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ALISON ALFERS Former Chief Legal and Compliance Officer, Study Group Ltd.

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C-Suite Leadership

Government

SW/ Technology

SPACE

Capital Markets / Investor Relations

Finance and / or Legal

Manufacturing

Mergers & Acquisitions

Commercial / Go-To-Market

Human Resources & Compensation

Compliance / Risk Management

Information Technology / Cyber

YAPRAK BALTACIOĞLU Senior Distinguished Fellow at Munk School of Global Affairs and Public Policy

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DARREN FARBER Founder and Managing Partner, Albion River

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JOHN RISLEY Chief Executive Officer, CFFI Ventures Inc.

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JILL SMITH Retired President and Chief Executive Officer, Allied Minds plc, and former Chair, Chief Executive Officer and President of DigitalGlobe Inc.

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KARL SMITH Former Chief Executive Officer, FortisAlberta, Newfoundland Power, Chief Financial Officer Fortis Inc.

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YUNG WU Former Chief Executive Officer, MaRS Discovery District and Chair, NFQ Ventures Ltd.

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of MDA Space, no nominee proposed for election is, or has been within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any other company (including MDA Space) that:

To the knowledge of MDA Space, except as set forth below, no nominee proposed for election is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including MDA Space) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Yung Wu served as a director of Antibe Therapeutics Inc. (“Antibe”), a clinical-stage biotech company developing a non-addictive opioid replacement drug candidate. Antibe, a reporting issuer listed on the TSX, initiated proceedings under the Companies' Creditors Arrangement Act (CCAA) on April 9, 2024. The Ontario Superior Court of Justice appointed a receiver and manager, without security, of the assets, undertakings and properties of Antibe, effective April 22, 2024. All of Antibe’s directors, including Yung Wu resigned as directors of Antibe on April 22, 2024 to allow the court-appointed receiver to assume control. Antibe’s shares were suspended from trading on April 9, 2024 and delisted on May 24, 2024. On January 16, 2025, Sun Pharmaceutical Industries Limited, through its subsidiary Taro Pharmaceuticals Inc., entered into an agreement to acquire a 100% stake in Antibe. The acquisition is expected to be completed in the first half of 2025, subject to regulatory approvals.

Personal Bankruptcies

To the knowledge of MDA Space, no nominee proposed for election has, within the 10 years before the date of this Circular, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director.

Penalties or Sanctions

Except as set forth below, no nominee proposed for election has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

On July 13, 2018, two holding companies (directly or indirectly) controlled by John Risley, entered into a settlement agreement with the United States Securities and Exchange Commission with respect to a failure to timely file a report under the reporting provisions of Section 13(d) of the Securities Exchange Act of 1934. The settlement agreement included a cease and desist order and a fine of $92,383 for each entity.

Conflicts of Interest

To MDA Space’s knowledge, there are no existing potential conflicts of interest among MDA Space or its subsidiaries as a result of their outside business interests at the date of this Circular. Certain members of our Board are also members of the boards of directors of other public companies. Our Board has not adopted a director interlock policy but will keep informed of other public directorships held by our members (see “Election of our Board of

Directors –Nominees”). Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of MDA Space.

MDA Space’s directors and officers are required by law to act honestly and in good faith with a view to the best interests of MDA Space and are also required to comply with the conflict of interest provisions of the Business Corporations Act (Ontario) (“OBCA”). A director who has a material interest in a matter before our Board or any committee on which they serve is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which they serve, such director may be required to recuse themselves from the meeting while discussions and voting with respect to the matter are taking place. The contract or transaction resulting from the matter is not invalid, and the director is not accountable to MDA Space or its shareholders for any profits realized from the contract or transaction, because of the director’s interest in the contract or transaction or because

the director was present or was counted to determine whether a quorum existed at the meeting of directors that considered the contract or transaction, if the interest was properly disclosed as detailed above, the directors approved the contract or transaction, and the contract or transaction was reasonable and fair to MDA Space when it was approved. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict of interest.

Appointment and Remuneration of Auditor

Management of MDA Space is proposing to appoint KPMG LLP as the auditor until the next annual general meeting of shareholders at a remuneration to be fixed by our Board. KPMG LLP was first appointed as the auditor of MDA Space on June 17, 2020.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of KPMG LLP as the auditor of MDA Space until the next annual general meeting of shareholders and authorizing our Board to fix their remuneration.

Advisory Vote on Executive Compensation (Say-On-Pay Vote)

The Board has decided to provide MDA Space’s shareholders with an advisory vote on the Company’s approach to executive compensation. Approval of the Say-On-Pay Resolution (as defined below) will require an affirmative vote of the majority of the votes cast by holders of Common Shares present or represented by proxy at the Meeting. As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters. The Company will disclose the results of the shareholder advisory vote as a part of its report on voting results for the Meeting.

Our philosophy is to pay fair, reasonable and competitive compensation with an at-risk equity-based component to align the interest of the Company’s executives and shareholders. The Company believes its executive compensation policies and practices are sound and link pay to performance in a manner that supports the future growth and success of the Company.

At the Meeting, shareholders will be asked to approve the following resolution to approve MDA Space’s approach to executive compensation (the “Say-On-Pay Resolution”):

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s information circular delivered in advance of the 2025 annual meeting of shareholders”

The Board recommends that shareholders vote FOR the Say-On-Pay Resolution. Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the Say-On-Pay Resolution.

Other Business

MDA Space knows of no other matters to be brought before the Meeting as of the date of mailing of this Circular. If any amendment, variation or other business is properly brought before the Meeting, the enclosed form of proxy and voting instruction form confers discretion on the persons named on the form of proxy to vote on such matters.

Interest of Certain Persons or Companies in Matters to be Acted Upon

To the knowledge of the directors and executive officers of MDA Space, other than the election of directors, none of the directors or executive officers of MDA Space who have been a director or executive officer at any time since the beginning of MDA Space’s last financial year, none of the proposed nominees for election as directors of MDA Space, and no associate or affiliate of any of the foregoing, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Interest of Informed Persons in Material Transactions

Except as set out herein, no informed person of MDA Space, any proposed director of MDA Space, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of MDA Space’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect MDA Space or any of its subsidiaries.

Corporate Governance Disclosure

Our Board and management are dedicated to strong corporate governance practices designed to maintain high standards of oversight, accountability, integrity and ethics while promoting long-term growth. In accordance with the corporate governance guidelines set out under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guideline, the following is a summary of the governance practices of MDA Space.

Governance Highlights

MDA Space’s strong corporate governance practices are reflected in our approach and application of policies and practices, some of which are outlined below.

Director Independence

In accordance with NI 58-101, our Board considers a director to be “independent” if he or she has no direct or indirect material relationship with MDA Space or our subsidiaries, as determined by our Board in consultation with the Nominating & Governance Committee. A “material relationship” is a relationship which could, in the view of our Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Based on the definition of independence and a review of the applicable factual circumstances (including financial, contractual and other relationships), our Board has determined that eight of the nine nominees are independent. Our Board has determined Michael Greenley is not considered independent on the basis that he is the Chief Executive Officer of MDA Space.

Our Board recognizes the importance of independent leadership on our Board, and appointed Brendan Paddick, independent director, as Chair. If at any time the Chair of our Board is not independent, our Board will appoint an independent director as a Lead Director and consider other possible steps and processes to ensure that independent leadership is provided for our Board.

Our Board believes that given our size and structure, including the fact that a majority of our directors are independent, we are able to facilitate independent judgment in carrying out our responsibilities and will continue to do so going forward. To enhance such independent judgment, the independent members of our Board held in camera meetings without members of management and the non-independent directors present, at each set of quarterly Board meetings and at every regularly scheduled Committee meeting (a combined total of 12 Committee meetings, in 2024).

Board Responsibilities

Our Board is responsible for supervising the management of MDA Space’s business and affairs. The mandate of our Board is set out in the Charter of the Board (the “Board Charter”), which is attached as Appendix A to this Circular. Our Board’s key responsibilities are outlined below.

Board Meetings

Our Board meets at least four times per year, including at least once in each quarter to carry out its responsibilities under its charter, including a review of our business operations and financial results. Our Board meets as many additional times as deemed necessary to carry out its duties. At each Board meeting, unless otherwise determined by our Board, an in camera meeting of independent directors takes place and such in camera sessions are chaired by the Chair of the Board or Lead Director if the Chair is not independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”).

Our Board appreciates having certain members of senior management attend each Board meeting to provide information and opinions to assist the members of our Board in their deliberations. Management attendees who are not Board members are excused for any agenda items which are reserved for discussion among directors only.

Position Descriptions

Our Board has adopted written position descriptions for each of the Chair of the Board, the Chair of the Audit Committee, Chair of the Nominating & Governance Committee, Chair of the Human Resources, Development & Compensation Committee and the Lead Director. Each position description sets out, without limitation, the requirements and responsibilities of each such position. Our Board also annually reviews the Chief Executive Officer’s goals, objectives and compensation for the upcoming year.

Orientation and Continuing Education

Our Board oversees an appropriate orientation for new Board members in order to familiarize them with MDA Space and our business (including our reporting and organizational structure, strategic plans, significant financial, accounting and risk issues, compliance programs and policies, management and the external auditors), the role of our Board and its committees and the contribution that an individual director is expected to make to our Board, its

committees (as applicable) and MDA Space. New directors are also provided with appropriate background materials pertaining to our business operations and plans, strategy and financial position and are given the opportunity to meet with senior management in order to facilitate a smooth transition into their role as a director of MDA Space.

Our Board also coordinates the development of continuing education activities or programs for directors, from time to time as appropriate, including, without limitation, continuing education to assist directors to maintain or enhance their skills and abilities as directors, and assist directors in ensuring that their knowledge and understanding of MDA Space and our business remains current. Additionally, MDA Space is a corporate member of the Institute of Corporate Directors (“ICD”). The ICD membership includes an individual membership for each director and our executive team and provides access to resources, education and professional development programs on corporate governance, board effectiveness and other matters.

In addition, Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors, advisors and other consultants of MDA Space. Board members have access to MDA Space’s in-house and external legal counsel in the event of any questions or matters relating to our Board members’ corporate and director responsibilities and to keep themselves current with changes in legislation. Board members also have full access to MDA Space’s records.

As part of our continuing education efforts, management provides our Board with an in-depth review of each of our business areas, as well as our industry more generally, at each of our regular Board meetings. The Board and its Committees also receive relevant updates from management on developments related to corporate governance, disclosure requirements, changes in law and technology and industry developments. Throughout 2024, MDA Space’s management team conducted or organized numerous education sessions for our Board, with internal and external speakers, including sessions on topics relating to artificial intelligence, capital market considerations, cybersecurity and satellite technology development.

Ethical Business Conduct

Our Board has adopted the Code for MDA Space’s directors, officers and employees that sets out our Board’s expectations for the conduct of such persons in their dealings on behalf of MDA Space. The Code establishes confidential reporting procedures, either internally or through MDA Space’s anonymous, independently administered, third-party hotline service, in order to encourage employees, directors and officers to raise concerns regarding matters addressed by the Code on a confidential basis free from discrimination, retaliation or harassment. Employees who violate the Code may face disciplinary actions, including dismissal.

Our Code is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interests, confidentiality of corporate information, protection and proper use of corporate assets and opportunities and compliance with applicable governmental laws, rules and regulations. Our Code mandates the prompt reporting of any violations of the Code and has been designed to promote MDA Space’s culture of transparency and accountability.

Our Board monitors compliance with the Code by delegating responsibility for investigating and enforcing matters related to the Code to the Chair of the Audit Committee of MDA Space or his/her designate (the “Investigator”), who may enlist the assistance of Company personnel, legal counsel, accounting, external investigators or other advisors as deemed appropriate to conduct the investigation and evaluation of any complaint. The relevant Investigator(s) will report to the Audit Committee (and, where appropriate, to the Board) on a quarterly basis with respect to the investigation and evaluation of a complaint, as well as on any proposed remedial action or disciplinary action. The action determined by the Audit Committee to be appropriate under the circumstances will then be brought to the Board or to the appropriate member(s) of senior management for authorization and implementation. The Chair of the Audit Committee will maintain a log of all complaints that are received, tracking their receipt, investigation, resolution, and any applicable corrective action to be taken. Any employee who becomes aware of a violation of the Code is required to report the violation either directly to their supervisor, manager or Human Resources business partner, or confidentially and anonymously through our independently administered, third-party hotline service. Directors and executive officers are required by applicable law and the Code to promptly disclose any potential conflict of interest that may arise. If a director or executive officer has a material interest in an agreement or transaction, the Code and principles of sound corporate governance require them to declare the

interest in writing or request to have such interest entered in the minutes of meetings of directors and, where required by applicable law, abstain from voting with respect to the agreement or transaction. The Nominating & Governance Committee is responsible for monitoring such conflicts of interest under the Code. Our Board delegates the communication of the Code to employees and to management who will be expected to encourage and promote a culture of ethical business conduct.

The Code of Conduct has been filed with the Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca.

Nomination of Directors

When directorships become vacant, or it is anticipated that they will be vacated, the Nominating & Governance Committee is responsible for identifying and recommending suitable candidates to be directors of MDA Space. In seeking suitable candidates to be directors, the Nominating & Governance Committee, all of whose members are independent directors, seeks individuals qualified (in the context of the needs of MDA Space and any formal criteria established by our Board) to become members of our Board for recommendation to our Board. Recommendations concerning director nominations are to be, foremost, based on merit, performance and experience.

When new directors are considered for appointment to our Board, diversity is also to be taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present on our Board, having regard to, among other attributes, gender, status, age, business experience, professional expertise, education, nationality, race, culture, language, personal skills and geographic background (see “Corporate Governance Disclosure – Diversity”).

Committees of the Board of Directors

The directors have established three committees: the Audit Committee, the Nominating & Governance Committee and the Human Resources, Development & Compensation Committee. Key responsibilities of each committee are outlined below.

Audit Committee

MDA Space’s Audit Committee currently consists of Karl Smith (Chair), Darren Farber, Brendan Paddick and Yung Wu, each of whom is and must at all times be financially literate. All of our Audit Committee members are considered independent within the meaning of NI 52-110. In addition to each member’s general business experience, the relevant education and experience of each member of the Audit Committee is described as part of their respective biographies herein and in MDA Space’s current annual information form (“AIF”) dated March 7, 2025 under “Directors and Executive Officers”. The AIF is available on MDA Space’s profile on SEDAR+ at www.sedarplus.ca. Each of the Audit Committee members has adequate education and/or experience that will be relevant to their performance as an Audit Committee member, including broad experience reviewing financial statements and dealing with related accounting and auditing issues. This includes Karl Smith, the new Chair of our Audit Committee, who has experience as a chartered public accountant and has held a variety of relevant finance roles over the past thirty years including as Executive Vice President and Chief Financial Officer of Fortis Inc., a company listed on the Toronto Stock Exchange.

Our Board has adopted a written Charter for the Audit Committee, which sets out the Audit Committee’s responsibilities, including, without limitation, reviewing and approving the financial statements of MDA Space and public disclosure documents containing financial information and reporting on such review to our Board, ensuring that adequate procedures are in place for the reviewing of MDA Space’s public disclosure documents that contain financial information, overseeing the work and reviewing the independence of the external auditors, reviewing and monitoring MDA Space’s internal controls systems, oversight of MDA Space’s enterprise risk management framework, and oversight of internal audit activity.

The members of the Audit Committee are appointed annually by our Board, and each member of the Audit Committee serves at the request of our Board until the member resigns, is removed, or ceases to be a member of our Board.

All non-audit services to be provided by MDA Space’s external auditor are required to be pre-approved by the Audit Committee.

Reference is made to the AIF for information relating to the Audit Committee, as required under Form 52-110F1 – Audit Committee Information Required in an AIF. The AIF also includes a copy of the Charter of the Audit Committee. Upon request, MDA Space will provide a copy of the AIF free of charge to a securityholder of MDA Space.

Nominating & Governance Committee

Our Nominating & Governance Committee currently consists of Jill Smith (Chair), John Risley and Yaprak Baltacioğlu, each of whom is independent within the meaning of NI 52-110. The relevant education and experience of each member of the Nominating & Governance Committee is described as part of their respective biographies herein and in MDA Space’s current AIF. The primary mandate of the Nominating & Governance Committee is to (i) assess the effectiveness of our Board, each of its committees and individual directors; (ii) oversee the recruitment and selection of director candidates to be nominated by MDA Space; (iii) design an orientation and education program for new directors; (iv) consider and approve proposals by the directors to engage outside advisors on behalf of our Board as a whole or on behalf of the independent directors; (v) review and make recommendations to our Board concerning the size, composition and structure of the Board and its committees; (vi) review and make recommendations to our Board concerning the level and nature of the compensation payable to directors; (vii) maintain oversight of MDA Space’s environmental, social and governance strategy plan, practices, related policies, and disclosure with respect to same; and (viii) advise our Board on enhancing MDA Space’s corporate governance including in respect of environmental, social & governance matters, through a continuing assessment of MDA Space’s approach to corporate governance.

Our Board has established a written charter setting forth the purpose, composition, authority and responsibility of the Nominating & Governance Committee consistent with MDA Space’s corporate governance guidelines. The members of the Nominating & Governance Committee are appointed annually by our Board, and each member of the Nominating & Governance Committee serves at the request of our Board until the member resigns, is removed, or ceases to be a member of our Board. Each member of the Nominating & Governance Committee must be independent within the meaning of NI 52-110.

Human Resources, Development & Compensation Committee

Our Human Resources, Development & Compensation Committee (the “HRDCC”) currently consists of Yaprak Baltacioğlu (Chair), Alison Alfers and Jill Smith, each of whom is independent within the meaning of Section 1.4 of NI 52-110. The relevant education and experience of each member of the HRDCC is described as part of their respective biographies herein and in our current AIF. The primary mandate of the HRDCC is to (i) review and make recommendations to variable compensation or incentive plans of MDA Space; (ii) assess the performance of the CEO, and together with the CEO, the performance of other NEOs; (iii) review and make recommendations to our Board concerning the level and nature of compensation payable to the Chief Executive Officer; (iv) review and, where applicable, approve the recommendations of the CEO concerning the compensation payable to the other NEOs; and (v) review and approve the compensation paid by MDA Space, if any, to advisors of the HRDCC.

Our Board has established a written charter setting forth the purpose, composition, authority and responsibility of the HRDCC consistent with MDA Space’s corporate governance guidelines. The members of the HRDCC are appointed annually by our Board, and each member of the HRDCC serves at the request of our Board until the member resigns, is removed, or ceases to be a member of our Board. Each member of the HRDCC must be independent within the meaning of NI 52-110.

Board Assessment

Our Nominating & Governance Committee annually assesses the performance and effectiveness of our Board, its committees and each individual member of our Board. In 2024, the Nominating & Governance Committee

conducted its annual evaluation and assessment of our Board and its committees. The Nomination & Governance Committee reviewed the results of the assessment for the 2024 financial year, and reported results and recommendations to our Board resulting from the assessment.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board has considered the matters of term limits and mandatory retirement. At this time, our Board does not believe that these types of policies are necessary. Our Board believes that its self-evaluation process combined with input from an external third-party governance firm is an effective and transparent manner to ensure that MDA Space’s directors add value and remain strong contributors.

Succession Planning

Succession planning is critical to MDA Space’s long-term sustainable growth and is an ongoing process. In 2024, consistent with the standards of good governance, MDA Space’s Board, through direct action of the HRDCC, within its accountability to ensure robust succession planning of key executive roles, discussed the Chief Executive Officer succession plan. At least annually, the Nominating & Governance Committee reviews and updates the emergency succession planning process for the CEO.

Additionally, ordinary course succession planning for key executive leadership roles is discussed among the HRDCC, the CEO and the Chief People, Culture and Transformation Officer in order to secure a balanced and diverse bench of future leaders to support the sustainable growth of MDA Space. This includes preparing for planned and unplanned executive transitions arising from business changes, employee movements, retirements, and voluntary and involuntary exits. Through board and committee meetings, Board members have direct exposure to numerous senior leaders across the organization to gain visibility into the MDA Space leadership pipeline.

The HRDCC also oversees MDA Space’s human resources policies and practices that enable senior management to review the performance of their team members and to develop plans to invest in leadership capabilities. In 2024, MDA Space held a three day Leadership Forum, bringing together the most senior leaders across the Company to discuss strategy and objectives and also to drive alignment, connection and capabilities as enterprise leaders.

Environmental, Social and Governance (“ESG”)

One of our core values at MDA Space is to “do the right thing”. We act ethically in all that we do, take ownership of our work and responsibility for the outcomes. As a core part of our business, we contribute to impactful environmental and social initiatives that are important to MDA Space and our stakeholders.

Through our capabilities, MDA Space gathers imagery and data that is used for environmental monitoring including natural disaster and response management, tracking ice floes and shoreline erosion, deforestation, illegal, unreported and unregulated (“IUU”) fishing and providing maritime protection awareness.

Of the 50 Essential Climate Variables identified by the World Meteorological Organization to monitor climate change, 26 variables can only be effectively observed from space. MDA Space plays an essential role in delivering data and insights to inform decisions that protect people and the planet.

According to the United Nations, IUU fishing is the planet’s 6th largest crime, with 20% of the over 90 million tonnes of fish caught globally each year being captured illegally. MDA Space is active every day in the fight against IUU fishing, providing near real-time monitoring of fishing. Our Company has worked with Canadian and international agencies for years to provide actionable maritime intelligence data that addresses dark vessel detection and supports maritime enforcement initiatives.

Our technology also supports search and rescue efforts and facilitates space-based science, such as NASA’s OSIRIS-REx mission that in 2023 returned physical samples from asteroid Bennu, providing researchers unprecedented insight into Earth origins from a time about 4.5 billion years ago when our planet was forming.

In 2024, MDA Space continued to make steady progress to build a sustainable and long-term ESG foundation in our organization, including formalizing ESG governance in the charter of our Board of Directors Nominations and Governance Committee.

Our identified ESG efforts are focused on addressing critical MDA Space business risks and opportunities.

Environmental

Our operations are regulated under various federal, provincial, municipal, and international laws governing the environment, including laws related to the discharge of pollutants into the soil, air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites.

MDA Space operations comply with applicable environmental regulations and aim to continuously improve our environmental practices. In 2024, MDA Space completed the Company’s first enterprise-wide greenhouse gas (GHG) emissions baseline assessment and submitted our data to the Carbon Disclosure Project (CDP).

Social

In 2024, MDA Space launched our first company-wide employee engagement survey providing all employees with a meaningful opportunity to contribute to our continued development of a high performance and inclusive culture. 75% of employees participated in the survey, sharing their personal and professional perspectives on engagement, leadership effectiveness and company culture, highlighting key strengths within the organization and identifying areas to drive further action and improvements.

In 2024, we expanded our benefits program with enhancements to our maternity leave and mental health support. We also introduced improvements to our total rewards program that support the financial well-being of our employees, including an Employee Share Purchase Plan with employer matching contributions, and enhancements to retirement benefits.

Diversity

We are committed to Diversity and Inclusion in line with our core values. We believe greater diversity drives a stronger corporate culture, deeper talent pool, and market-leading innovation that delivers better business outcomes for our customers and our organization. We are investing in opportunities that enable all employees to reach their full potential and thrive at MDA Space.

Ensuring inclusive hiring practices within our processes allow us to attract the best talent from a diverse pool of candidates. Operationally, to support our rapid growth while enabling a diverse candidate pool, our talent acquisition team have been certified in diversity sourcing under the Advanced Internet Recruitment Strategy (AIRS) Certified Diversity and Inclusion program. In addition, unconscious bias training was implemented across our talent acquisition team, and a corresponding training module was introduced as part of our performance management process.

In 2024, to further engage Indigenous communities, MDA Space introduced a new MDA Space Indigenous Student Scholarship program. The Company also joined the Canadian Council for Indigenous Business to increase opportunities to engage with Indigenous-led businesses. MDA Space also has multiple employee resource groups in several of our locations representing Women, Black employees, and 2SLGBTQIA+ employees.

Board of Directors

Our Board is composed of qualified professionals who have the requisite industry, financial and commercial experience and expertise to fulfill the board’s mandate. Our current directors have a broad range of skills and experiences that have been highlighted in the director profiles skills matrix. We believe that an important part of our board effectiveness includes the unique perspectives of our directors resulting from the combination of diverse backgrounds, having regard to, among other attributes, gender, status, age, business experience, professional expertise, education, nationality, race, culture, language, personal skills and geographic background.

Currently, three of the nine directors (33.3%) identify as women. MDA Space has not yet adopted a written board diversity policy; however, the Nominating & Governance Committee continuously monitors diversity on our Board, as part of our overall recruitment and selection process to fill Board positions, as the need arises, through vacancies, growth or otherwise.

Additionally, the Human Resources, Development & Compensation Committee incorporates diversity as part of their consideration in appointments of executive officers and within ordinary course succession planning.

Management

In 2024, our Chief Executive Officer was appointed as the executive sponsor of Diversity and Inclusion initiatives globally. Currently, three of seven executive officers (43%) identify as women and two out of three commercial Business Areas are led by women. In 2024, MDA Space was acknowledged by the Globe and Mail’s Report on Business magazine as a Women Lead Here organization, which highlights Canadian businesses that are leading in executive team gender diversity.

Employees

Based on our most recent self-reported confidential demographic disclosure, 29% of employees identify as women, 41% identify as a member of a racial or ethnic group, and 6% identify as a member of the 2SLGBTQIA+ community.

MDA Space has a highly educated workforce, with 46% of employees identifying with a Bachelor’s degree, 26% of employees with a Master’s degree, and 7% of employees with a Doctorate level degree. Our total workforce is made up of four different generations (Baby Boomers, X, Millennials, Z) with millennials representing 40% of our total population.

Health and Safety (H&S)

With advanced manufacturing facilities in multiple operational locations, MDA Space places a high priority on health and safety (H&S). Dedicated personnel in our primary manufacturing facilities in Brampton, Ontario and Montreal, Quebec actively review, revise, and implement H&S policies and procedures. In 2024, several focused H&S initiatives were implemented in line with the significant new investments we are making to expand and modernize our facilities. Highlights include a risk assessment of newly built labs to inform and revise multiple H&S policies and procedures, the development of a new Emergency Response Plan, efforts to accommodate ergonomic requirements of our employees, and partnering with MDA Space contractors to ensure the safety of all individuals working on our premises.

Cybersecurity

We prioritize the effective management of cybersecurity risks through a strategy focused on identifying, assessing, and responding to cybersecurity vulnerabilities, threats and incidents. Our primary objectives are to safeguard information assets, prevent their misuse or loss, and minimize business disruptions, through a comprehensive cybersecurity program intended to detect, analyze, contain and address cybersecurity risk exposures, threats and incidents.

Our Board devotes significant time and attention to information security and risk management, including cybersecurity, data privacy, and regulatory compliance. Our Audit Committee is mandated to provide cybersecurity oversight including ensuring regulatory compliance and appropriate risk management.

MDA Space has adopted the Cybersecurity Framework (CSF) developed by the National Institute of Standards and Technology (NIST) to ensure strong governance and consistent processes. We conduct mandatory cybersecurity and information security compliance training for all employees on a monthly basis, tracking completion and required attestations.

In 2024, MDA Space continued to enhance risk mitigation efforts, including process initiatives, rigorous systems and network monitoring, dashboard tracking, and other management systems improvements to address cybersecurity and insider threats. We also implemented a Third-Party Risk Management Program to assess our third-party suppliers and vendors. External security risk rating services are also used to measure the IT security rating of MDA Space.

Governance

We are committed to running our business ethically and responsibly and have a number of important policies to maintain our high level of business trust and integrity, including a Disclosure and Confidential Information Policy, Anti-Corruption Policy, Anti-Harassment Policy, Whistleblower Policy, Insider Trading Policy and a Code of Ethics and Business Conduct Policy. Further, MDA Space requires its employees to undergo annual training on ethical standards, including sessions on Ethics & Business Conduct, Anti-Corruption and Anti-Harassment. In addition, MDA Space conducts mandatory continuous security awareness training for its current and new employees in areas

such as phishing, social engineering, and data security. We have also introduced a Supplier Code of Conduct that outlines our expectations within our supply chain, including, among other things, the protection of individuals working directly or indirectly with MDA Space from any form of forced labour, child labour, modern slavery and human trafficking.

In 2024, in addition to ESG governance being formalized within the Nominations and Governance Committee of the Board, a cross-functional Senior Management ESG Working Group was also established to provide strategic focus and oversight of the Company’s global ESG initiatives.

Shareholder Engagement

MDA Space’s management and Board are committed to engaging in an open and constructive dialogue with current and prospective shareholders and value feedback on a wide range of topics including strategy, operations, corporate governance, executive compensation and sustainability practices. We carefully consider shareholder feedback, advice from our independent compensation consultant, and input from proxy advisory firms in board discussions and deliberations throughout the year.

In Fiscal 2024, MDA Space’s Board Directors Brendan Paddick, the Chair of our Board of Directors, and Yaprak Baltacioğlu, the Chair of our Human Resources, Development & Compensation Committee, engaged with many of our largest shareholders through virtual meetings to solicit feedback on a range of topics including executive compensation. Shareholders were generally supportive of our executive pay policies and practices. We received constructive feedback that we are currently considering and evaluating.

Additionally, this past year, MDA Space’s management, including our CEO and CFO at the time, carried out approximately 190 engagements with institutional investors through both in-person and virtual meetings, which included meetings with 26 of our top 50 shareholders.

MDA Space communicates and engages with shareholders and other stakeholders through a variety of channels including:

We also post relevant and useful disclosures on our investor relations website at mda-en.investorroom.com.

MDA Space values shareholder, employee and other interested party opinions, concerns and feedback. We invite you to communicate directly with Board members either by email at boardofdirectors@mda.space or by mail at the address below (in an envelope marked “Confidential – Board of Directors”).

MDA Space Ltd.
Attn: MDA Space Board of Directors
7500 Financial Drive
Brampton, ON L6Y 6K7 Canada

Strategic Management Oversight

Generally, the Chief Executive Officer oversees MDA Space’s strategic plan and has responsibility for the operation of MDA Space’s business in accordance with such plan and the operating and capital expenditure budgets as previously approved by the Board. Our Board also plays an integral role in providing oversight of MDA Space’s strategic growth plan. As part of our annual strategic planning process, our Board holds an annual strategic planning session during which the Board considers the strategic plans and priorities of each of our business areas, and for MDA Space as a whole. As part of these sessions, our Board conducts a review of the strategic plans presented to it by our senior management team and provides insight and guidance on these plans. In addition to these dedicated strategy sessions, our Board also receives regular updates from senior management regarding execution on our strategic plan at Board meetings and holds in camera sessions solely for independent directors at each regular Board meeting to discuss strategic matters and other significant developments within our business.

Risk Oversight

Our Board and its Committees are responsible for understanding the principal risks of the business in which MDA Space is engaged, achieving a proper balance between risks incurred and the potential return to shareholders and other stakeholders, and for ensuring that there are systems in place which effectively monitor and manage those risks with a view of long-term viability of MDA Space. While our Board relies on senior management to supervise day-to-day risk management, the Board remains accountable for the oversight of enterprise risk management and receives quarterly updates on the Company’s enterprise risk management through the Audit Committee.

Under the Company’s enterprise risk management process overseen by the Audit Committee, key risks to our business, together with possible mitigating strategies, are identified. We also manage risks through various internal processes, policies and controls which are embedded within our operations and are reviewed with our Board as appropriate.

A discussion of the primary risks facing MDA Space’s business is included in the AIF available on our profile on SEDAR+ at www.sedarplus.ca.

Letter to Shareholders from Chair of Human Resources, Development & Compensation Committee

Dear Fellow Shareholders,

On behalf of the Human Resources, Development and Compensation Committee (“HRDCC”) of the MDA Space Board of Directors, I am pleased to share our approach to executive compensation, including frameworks and considerations we use to ensure a competitive executive compensation program that demonstrates strong pay-for-performance alignment and supports long-term value creation for shareholders.

2024 Performance³

In 2024, MDA Space delivered another year of strong growth and execution which helped further solidify our position as a trusted mission partner and leader in the expanding space industry. Our revenues grew to $1,080.1 million, up 33.7% year over year driven by strong contributions from our Satellite Systems and Robotics and Space Operations businesses. We achieved solid profitability with Adjusted EBITDA of $217.1 million, up 24.6% year over year,⁴ and Adjusted EBITDA Margin of 20.1% driven by our team’s execution. On the bottom line, Adjusted Net Income in 2024 increased to $111.1 million, up 13.5% compared to 2023. Order Bookings for the full year totalled an impressive $2.4 billion and backlog grew to $4.4 billion as of December 31, 2024, up 41.6% year over year, a record level for MDA Space that sets us up well for 2025 and beyond. On the operational front, we continued to execute well against our strategic growth plan and achieved multiple milestones across our business areas in 2024, positioning us well to capitalize on the demand we see in our end markets.⁵

As we reflect on a transformative year in 2024, the accomplishments of the executive leadership team underscore the ongoing commitment of MDA Space to innovation and excellence, ensuring that we remain at the forefront of the space industry. The strength of the executive leadership team was demonstrated through multiple third-party acknowledgements of business leadership including for Michael Greenley, who was named by the Globe and Mail as Canada’s 2024 CEO Innovator of the Year and the 2023 Satellite Executive of the Year at the Satellite 2024 Conference. Our Company was also recognized for leadership in diversity with the Women Lead Here designation by the Globe and Mail’s Report on Business Magazine, and as an innovation leader, ranking in the top 35 of Canada’s top 100 corporate research and development spenders by Research Infosource Inc. for the second straight year.

Understanding that people are at the core of our Company’s success, the HRDCC reviewed key elements of the MDA Space Human Resources strategy, including the inaugural employee engagement survey; Diversity and Inclusion progress; and talent acquisition plans and metrics in line with the Company’s growth, among others. As the business has grown and matured, so has our ability to attract and retain key executive talent, reflected in the November 2024 appointment of Guillaume Lavoie as Chief Financial Officer MDA Space. Mr. Lavoie brings over 20 years of financial expertise from large publicly traded and privately owned companies with proven experience as a CFO and expertise across financial and business functions, including strategic and financial planning, mergers and acquisitions, investor relations, capital deployment, business transformation, and P&L ownership.

Linking Pay with Performance

At MDA Space, we are committed to adhering to best pay practices and maintaining transparency in our compensation programs. We regularly benchmark our executive compensation against industry peers to ensure competitiveness and alignment with market practices.

Our compensation philosophy supports our goals of driving a high-performance culture and shareholder value creation. Our executive compensation program is designed to retain, motivate and reward our executive officers for their performance and contribution to the short- and long-term success of MDA Space through a total

compensation approach that includes salary, short-term incentive, and long-term equity including performance share units (“PSUs”) and restricted share units (“RSUs”). With significant ‘pay at risk’ tied to overall company performance, our approach to total compensation motivates executive officers to successfully achieve challenging business and financial objectives and aligns their interests with long-term shareholder value creation.

In 2024, our Short-Term Incentive Plan (“STIP”) focused on execution and operational efficiency, using three core financial metrics, Revenue and Adjusted EBITDA, each weighted 40%, and Order Bookings, weighted at 20%.

This year’s corporate financial and operational performance resulted in the short-term incentive award target of 105%. This, along with the results of personal objectives for the named executives, resulted in STIP awards ranging from 104% to 108% of target. These results demonstrate the impact that our individual executives have on the achievement of our long-term success.

The Long-Term Incentive Plan (“LTIP”) set in 2024 aligns compensation outcomes with our shareholder expectations through cumulative three-year business targets aligned to our strategic growth plan objectives, in addition to considerations for relative total shareholder return. We believe this plan will continue to drive long-term performance and results for MDA Space and MDA Space shareholders.

Focus for 2025

We welcome the opportunity to receive Shareholder feedback on our approach to executive compensation which we believe is valuable for continued transparency, accountability and for strengthening our corporate governance. In addition to persistent management engagement with shareholders, in 2024 our Chair of the Board, Brendan Paddick and I undertook a series of direct engagements with shareholders and received general support for our executive compensation program. To further formalize this practice, in 2025 we are introducing a shareholder ‘Say-On-Pay’ vote.

The HRDCC and the Board believe that 2024 compensation outcomes are appropriate and well-aligned with the performance of MDA Space over the past year. We will continue to evolve our program in 2025 with a consistent focus on performance and execution in alignment with value creation for our shareholders.

We want to thank you for your continued support and trust in MDA Space. We remain committed to upholding the highest standards of corporate governance and delivering superior returns by leveraging our diversified and differentiated portfolio of space technology and expertise.

Sincerely,

Yaprak Baltacioğlu
Chair of Human Resources, Development & Compensation Committee

Executive Compensation

Compensation Discussion and Analysis

The following discussion describes the significant elements of the compensation program for the named executive officers (“NEOs”) of MDA Space. The NEOs for Fiscal 2024 are:

Notes:

Michael Greenley, Chief Executive Officer and Director Mr. Greenley is the Chief Executive Officer of MDA Space. With over 30 years of executive experience in the defence and security business, Mr. Greenley has deep expertise in the land, air, maritime, public safety and space sectors. Prior to MDA Space, Mr. Greenley was Sector President of L-3 WESCAM. He also served as Vice President and General Manager of CAE Canada, Vice President, Strategy and Business Development for General Dynamics (GD) Canada, and Vice President, International for GD Mission Systems. Prior to GD, he was Vice President of the modelling and simulation business at CAE. Mr. Greenley is Chair of Space Canada’s Board of Directors, a member of the Business Council of Canada and a member of the Global Satellite Operators Association (GSOA). He has served as the Vice-Chair of the Government of Canada’s Economic Strategy Table for Advanced Manufacturing, a Board member of the Aerospace Industries Association of Canada (AIAC) and of the Ontario Aerospace Council. Previously he served as Chair of the Advisory Board for Defence and Security Export to the Department of Foreign Affairs and International Trade (DFAIT) in Canada, as a member of the Industry Advisory Boards to the Department of National Defence, Defence R&D Canada, and Public Services and Procurement Canada and to the CEO of Export Development Canada (EDC). Mr. Greenley has also served on a number of non-profit boards including six years as the Chair of the Board of the Canadian Association of Defence and Security Industries (CADSI), and Chair of the Board for the Elmwood School for Girls. Mr. Greenley received the 2023 Satellite Executive of the Year award at the Satellite 2024 Conference and the 2024 Innovator of the Year award and recognition as one of Canada’s Top CEOs by the Globe and Mail’s Report on Business. Earlier in his career, Mr. Greenley was recognized as an Ottawa Top 40 under 40 business leader, and a PROFIT 100 CEO for leading one of Canada’s fastest growing companies. Mr. Greenley holds a Bachelor of Science and a Master of Science from the University of Waterloo, as well as an Executive Leadership Development certificate from The Wharton School.

Guillaume Lavoie, Chief Financial Officer

Mr. Lavoie joined MDA Space in November 2024, bringing over 20 years of financial expertise from large publicly traded and privately owned companies with proven experience as a CFO and expertise across financial and business functions, including strategic and financial planning, mergers and acquisitions, investor relations, capital deployment, business transformation, and P&L ownership. Mr. Lavoie joined MDA Space from Sofina Foods Inc., a global food manufacturer, where he served as Executive Vice President and CFO and played an instrumental role in executing the company’s growth strategy, including the integration of Sofina Europe. Prior to Sofina Foods Inc., Mr. Lavoie served as Senior Vice President and CFO of the Woodbridge Group, a global automotive supplier where he delivered significant free cash flow improvements for the business by executing key business projects, in addition to renegotiating financing for the company. Prior to this, Mr. Lavoie was the Vice President and CFO for Bombardier Transportation, a global leader in rail transportation, from 2018 to 2020 and the Vice President of Financial Planning & Analysis at Bombardier Inc. from 2015 to 2018. Mr. Lavoie is a Chartered Professional Accountant (CPA) and holds a Bachelor of Business Administration from the Université du Québec à Montréal.

Stephanie McDonald, Chief People, Culture and Transformation Officer

Ms. McDonald joined MDA Space in July 2023 in a newly created executive role with a mandate to drive MDA Space’s transformation strategy and initiatives. With global responsibility for MDA Space's people, culture and transformation agenda and associated functions, Ms. McDonald brings a demonstrated track record of long-term strategic planning and value creation in publicly traded companies. A seasoned executive with a background in large multinationals undergoing transformation, Ms. McDonald has served in multiple executive and leadership roles as a trusted strategic business leader. Before joining MDA Space, Ms. McDonald was the Chief Human Resources Officer at Ontex, a global private label manufacturer of personal hygiene products.  Previously, she was the Senior Vice President of People & Culture at Parkland, an international fuel distributor and retailer with operations in 25 countries. Ms. McDonald also spent over 16 years in progressive leadership roles while working at Holcim, a global leader in sustainable construction. Throughout her career, Ms. McDonald has led a series of organizations through a variety of significant transformations and corporate events, including rapid scaling and growth, complex business integrations and corporate turnarounds. Ms. McDonald is a past Committee Chair and former Board Member for HR People & Strategy (HRPS), now called the SHRM Executive Network, an exclusive community of practicing senior HR leaders dedicated to revolutionizing the world of work. Ms. McDonald holds a Master of Business Administration (Academic Distinction) from Georgetown University in Washington, DC, and a Bachelor of Commerce from the University of Saskatchewan.  She is also a certified Culture Coach from the Maslow Research Center.

Holly Johnson, Vice President, Robotics & Space Operations

Ms. Johnson has had an extensive 15-year career in the robotics and space operations industry, with experience in systems engineering, business development, business leadership, operations management and strategy development. In 2022, she was appointed Vice President, Robotics & Satellites Operations at MDA Space. Prior to that, Ms. Johnson led business transformation initiatives as the Vice President of Operations at MDA Space, working with the executive leadership team to modernize and harmonize practices and systems in human resources, finance, information technology, marketing and business operations. During her tenure in the Operations group, Ms. Johnson played a key role in corporate development initiatives, including the sale of MDA Space in 2019 to a Canadian-based private equity group, the subsequent divestiture and establishment of stand-alone operations as a private company, taking MDA Space through its initial public offering and other mergers and acquisitions activity. Ms. Johnson started her career at MDA Space in 2010 as a systems engineer working on Canadarm space robotics programs, medical robotics technology and early design concepts for Canadarm3 and other large projects. Following this, she leveraged her engineering skills and industry expertise as Business Development Manager in the robotics division, where she engaged with commercial space customers to develop solutions for on-orbit robotics systems and interfaces. Ms. Johnson has a Bachelor of Applied Science degree in Mechanical Engineering from the University of Toronto and is a member of Professional Engineers Ontario. In 2023, Ms. Johnson was named to the prestigious “Best Executives” list by the Globe and Mail’s Report on Business, a program established to celebrate exceptional non-CEO leaders at Canadian corporations. In 2019, Ms. Johnson received a top 40 under 40 recognition and was presented with the University of Toronto Alumni Network’s Early Career Award. She was also recognized for her professional accomplishments in 2016 when she received the Northern Lights Aero Foundation Rising Star Award.

Luigi Pozzebon, Vice President, Satellite Systems

Mr. Pozzebon is a long-term member of MDA Space’s Satellite Systems engineering and management team and is a widely respected executive in the global satellite industry. Mr. Pozzebon brings more than 33 years of experience to his current role as MDA Space’s Vice-President of Satellite Systems. He is responsible for MDA Space’s state-of-the art satellite design and manufacturing facilities, including its high-volume satellite production facility. In his decades-long career, he has played an instrumental role in some of the most complex satellite technology programs that have fundamentally changed the space industry in the fields of robotics, SAR, navigation, and satellite communications, in a wide range of functions including digital engineering, system engineering, engineering management, chief architect, business execution, business leadership and strategy development. Prior to working at MDA Space, he was Project Engineer at CMC Electronics where he was responsible for the design of an all-glass large-format high resolution cockpit display product, with night vision (NVIS) option, and a family of Flight Management Systems products for modern digital cockpits in fixed and rotary wing aircraft for both civil and military applications. In April 2024, Mr. Pozzebon was named to the prestigious “Best Executives” list by the Globe and Mail’s Report on Business, a program established to celebrate exceptional non-CEO leaders at Canadian corporations. Mr. Pozzebon holds an Honours Bachelor of Engineering degree from McGill University.

Compensation Philosophy and Objectives

In the highly dynamic and rapidly evolving space economy, MDA Space’s compensation must support the business strategy by directly linking pay outcomes to the achievement of our business and financial objectives. Additionally, compensation is used to align executives to creating shareholder value, attract and retain an experienced executive team, and support a culture that ensures appropriate oversight and risk taking. We have designed our executive officer compensation program to achieve the following objectives:

Attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills, and performance are critical to success.		Motivate the executive team to achieve MDA Space’s business and financial objectives.		Align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of the business.		Encourage appropriate oversight and risk-taking.

MDA Space reevaluates its compensation philosophy and compensation program as appropriate and continues to review compensation each year. As part of this review process, MDA Space is guided by the philosophy and objectives outlined above, and by market competitiveness.

We offer executive officers cash compensation in the form of base salary, an annual short-term incentive, and equity-based compensation. We grant long-term incentives consisting of stock options (“Options”), PSUs and RSUs to our executive officers and employees, under an omnibus equity incentive plan (the “Omnibus Plan”).

Primary elements of MDA Space’s executive compensation program, its objectives and key features are outlined in the table below:

Pay Policies and Practices

We have implemented the following best pay practices that reflect our compensation philosophy:

	what we do		what we don’t do
Link executive pay to company performance through the annual incentive plan and long-term equity awards in the form of PSUs, RSUs and Options		Single-trigger change-in-control provisions
Balance among short- and long-term incentives, cash and equity and fixed and variable pay		Hedging or pledging by executives or directors of equity holdings
Cap short-term incentives at 200% of target		Guarantee annual base salary increases
Maintain overlapping performance periods for long-term incentives		Overemphasize any single performance metric
Compare executive compensation and company performance to relevant peer group companies		Reprice underwater stock options
Target pay at the median of our peer group		Use an aspirational peer group of significantly larger companies
Require executives to meet minimum share ownership guidelines		Provide tax gross ups on perquisites or on change in control benefits
Maintain a compensation Clawback Policy to recapture unearned incentive pay		Apply pay policies or practices that pose material adverse risk to MDA Space
Provide only limited perquisites
Retain an independent compensation consultant		Provide supplemental executive retirement plans

Compensation-Setting Process

The HRDCC oversees MDA Space’s policies, processes and practices with respect to all aspects of Human Resources, including talent management, ordinary course succession planning and compensation, and is responsible for ensuring that these are consistent with MDA Space’s strategic goals and objectives and with shareholder interests. This includes ensuring that MDA Space’s compensation policies and practices provide an appropriate balance of risk and reward consistent with MDA Space’s risk profile. See “Risk and Executive Compensation” below for more on compensation risk and risk mitigation features. In executing these responsibilities, the HRDCC considers analyses, recommendations and proposals developed by management, and also has the authority to seek the expertise of external advisors as needed.

Our Board has adopted a written charter for the HRDCC, which sets out the committee’s responsibilities for overseeing our compensation programs, reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our executive officers. The HRDCC’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers is competitive and appropriate, and consistent with the objectives and philosophy of our compensation program. See also “Corporate Governance – Committees of the Board of Directors – Human Resources, Development & Compensation Committee.”

MDA Space’s Chief Executive Officer makes recommendations to the HRDCC each year with respect to the compensation for the other NEOs but is not involved in setting, or decisions with respect to, his own compensation.

Compensation Consultant

In 2024, the HRDCC engaged Mercer (Canada) Ltd. (“Mercer”) to review the competitiveness of MDA Space’s executive compensation program against market practice and an appropriate peer group. Mercer reported directly to the HRDCC.

In 2024, Mercer’s advisory services included:

The HRDCC has sole authority to hire a compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant. In November 2024, the HRDCC elected to change compensation consultants. Meridian Compensation Partners (“Meridian”) was selected to replace Mercer. Meridian performed advisory services to conduct a benchmark review of our peer group in late 2024 that will inform recommendations for 2025 market assessments for executive compensation.

The provision of any services by a compensation consultant to the HRDCC in addition to any executive compensation-related services requires the approval of the HRDCC. The fees for services rendered by Mercer in the 12-month period ending December 31, 2023 (“Fiscal 2023”) and the fees for services rendered by Mercer and Meridian in Fiscal 2024, are set forth in the table below.

Notes:

Compensation Peer Group

As compensation consultant, Mercer analyzed market compensation and recommended a comparative group of companies to set executive compensation levels to the HRDCC for approval. Recognizing that the advanced space technology industry is evolving rapidly, Mercer developed recommendations that were presented to the HRDCC for its consideration after analyzing executive compensation paid at both Canadian and U.S. companies. U.S. companies were included to recognize that the advanced space technology industry in Canada is extremely limited, and that MDA Space must compete with U.S.-based companies for key talent. The criteria used to determine the composition of the peer group were the following:

MDA Space used many of the same peer group companies for setting 2024 and 2023 pay, but has continued to update this group for the purpose of setting 2025 compensation levels, given the significant growth at both MDA Space and in the industry. The companies in the 2024 peer group are listed below, including their industry and whether they are listed in Canada and/or the U.S.:

Comparator Group

The peer group was an important input in reviewing compensation levels and structure for Fiscal 2024. MDA Space’s philosophy is to use market median for total direct compensation (base salary and short- and long-term incentives) as the primary reference point for decision-making. Actual compensation levels for each NEO were established considering the peer group data, while also looking at differences between the Canadian and U.S. peers for specific NEO roles, as well as the progression and performance of each individual NEO. Similarly, peer group practices were considered when establishing the design features and performance metrics within MDA Space’s incentive plans, while also ensuring that these remain tailored to MDA Space’s specific context and strategic objectives to promote long-term shareholder value creation.

The table below shows MDA Space’s size relative to the peer companies, measured by assets, revenue, EBITDA, market capitalization and enterprise value.

Notes:

Components of Compensation

The compensation of MDA Space’s executive officers includes three major elements: (a) base salary; (b) short-term incentives; and (c) long-term equity incentives, including PSUs, RSUs and Options. Perquisites and benefits are not a significant element of compensation of MDA Space’s executive officers.

Pay Mix

In 2024, we targeted a specific pay mix as demonstrated in the following charts, which illustrate the 2024 target pay mix for the CEO and the average target pay mix for the other NEOs. The majority of our NEOs’ target total direct compensation opportunity in 2024 was provided in the form of performance-based compensation (variable pay), 80% for our CEO and 65% on average for our other NEOs.

Base Salary

Base salary is provided as a fixed source of compensation for our executive officers. Base salaries are determined by considering market competitiveness and the individual performance and experience of each NEO, including knowledge, skills, responsibilities in the role and internal equity. Base salaries are reviewed annually by the HRDCC and approved by our Board for the CEO. The HRDCC makes determinations, and issue approvals with respect to base salary compensation of the other Named Executive Officers. Base salaries may be increased based on market competitiveness, among other factors. In addition, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities.

Base salaries for the NEOs generally are positioned at the market median level to attract and retain individuals with superior executive talent. Individual pay levels may be above or below the market median based on the NEO’s experience, position and performance.

In 2024, our Board engaged Mercer to conduct a comprehensive benchmarking of our executive pay. After that, our Board, together with the HRDCC, approved adjustments to ensure that NEO pay levels, including those of our CEO, are consistent with our overall pay philosophy. The following table sets forth the annual base salaries for each of the NEOs for Fiscal 2023 and Fiscal 2024.

Notes:

Short-term Incentives

Annual incentive awards are granted under the MDA Space STIP, which is designed to motivate our executive officers to meet financial and personal performance targets. STIP targets are set as a percentage of each NEO’s base salary, which varies based on their position. Individual annual payouts will be higher or lower than the target amount depending on the level of achievement of the applicable performance targets. STIP payments for the executive officers (except the CEO) are recommended to the HRDCC by the CEO and approved by the HRDCC. The CEO’s STIP payment is recommended by the HRDCC to our Board for approval.

The NEOs are eligible to receive annual bonuses of up to a specified percentage of each executive’s base salary as specified in their employment agreement based on individual performance, company performance or as otherwise determined appropriate by the HRDCC. Target awards are set in consideration of the market median with actual awards higher or lower based on performance.

The 2024 STIP is designed to reward executives for the achievement of financial and personal performance objectives:

	Financial Objectives     Drive ownership and accountability toward the achievement of MDA Space business objectives for the fiscal year based on achieving specified levels of corporate financial performance.
	Personal Objectives     Reward the attainment of personal performance results that are strategic and operational in nature and extend beyond the participant’s core job responsibilities and contribute to the long-term success of MDA Space.

Financial Objectives

In 2024, awards under the STIP were determined from the weighting of the financial objectives in the STIP for both the Corporate and Business Area goals.

These metrics and weightings were chosen to support the following objectives of MDA Space’s business strategy:

In 2024, the HRDCC continued to place greater emphasis on Revenue and Adjusted EBITDA due to their direct impact on MDA Space’s financial performance and profitability. By assigning a higher weight to these metrics, we aim to align executive incentives with our strategic goals of driving sales growth and improving operational efficiency. The decrease in the weighting of Order Bookings to 20% reflects a shift in focus toward our ability to convert orders into revenue and profitability, rather than on the volume of new orders. The refinement around the weighting of metrics for 2024 was in recognition of the strategic importance of converting backlog to Revenue on a timely and expeditious basis. Also, the threshold achievement and corresponding threshold payout were

rebalanced for Revenue and Adjusted EBITDA so achievement of 75% of the target level performance is required to achieve a payout of 50% of the target payout. Threshold performance remained at 65% of target for Order Bookings.

Both the Corporate and Business Area performance metrics and targets for the STIP are below:

1 – Corporate-level Objectives

The financial performance of the CEO, CFO and Chief People, Culture and Transformation Officer is based on meeting three Corporate-level financial performance metrics under the Corporate Leader Plan. The 2024 targets are considered challenging and require significant effort to accomplish. For the other NEOs, the Corporate-level objectives represent 50% of their financial performance objectives, as noted below under “Business Area Objectives.”

Notes:

2 – Business Area Objectives

For the other NEOs, who are leaders of one of MDA Space’s three business areas, the financial performance portion of their STIP award is based 50% on Corporate-level performance metrics (set forth above) and 50% on Business Area goals under the Business Area Leader Plan. For 2024, the weighting of the Business Area performance metrics was 50% to emphasize driving execution within individual Business Areas, while still focusing the team on achieving enterprise results. MDA Space has not disclosed specific dollar targets under our Business Area Leader Plan because doing so would seriously prejudice its interests, as disclosure of such information would reveal details of its strategy to our competitors. The targets are considered challenging and require significant effort to accomplish.

Notes:

Individual Performance Objectives (weighted 20% for our CEO and 10% for all other NEOs)

In 2024, 20% of the STIP award of our CEO and 10% of the awards for the other NEOs was based on performance against personal objectives that extend beyond the participant’s core job responsibilities and contribute to the long-term success of MDA Space. These included objectives related to the following:

2024 CEO Performance Highlights Against Personal Objectives

STIP Payouts

Corporate Leader Short-Term Incentive Plan Calculations:

Business Area Leader Short-Term Incentive Plan Calculations:

The table below outlines the target and actual awards each NEO received under the STIP based on performance against the financial and personal objectives discussed above.

Notes:

Equity-Based Incentive Awards

Equity awards are granted under the Omnibus Plan, which provides MDA Space with a share-related mechanism to align management interests with long-term shareholder value creation, encourage retention and reward long_-term company performance. MDA Space’s equity incentive plans are discussed under “Securities Authorized for Issuance under Equity Incentive Plans – Omnibus Plan.”

The NEOs are eligible to receive equity awards under the Omnibus Plan, which is administered by the HRDCC. The Omnibus Plan provides for the grant of Options, RSUs, PSUs and other share-based awards. For 2024, annual long-term incentive awards were granted to each NEO 50% in PSUs and 50% in RSUs, which was the same allocation as in 2023. MDA Space chose these vehicles and this allocation of PSUs and RSUs to emphasize company performance and align executives’ interests with those of shareholders.

Notes:

2024 targets for awards under our LTIP were set as a percentage of base salary as determined by the HRDCC as outlined in the table below. The target numbers of PSUs and RSUs are calculated using the closing price of MDA Space’s Common Shares on the TSX of $29.53 on December 31, 2024.

Notes:

Restricted Share Units

Time-based RSUs vest one-third each year over three years and executives must be actively employed on the vesting date to receive a payout. The Plan Administrator determines whether awards will be settled in cash or shares. NEOs must hold their after-tax value of vested RSUs as common shares until they achieve the minimum share ownership guidelines. The terms and conditions of grants of RSUs, including the quantity, grant date, vesting periods, settlement date and other terms and conditions with respect to the awards, are set out in the grant agreement.

Performance Share Units

PSUs have a three-year performance period with cliff vesting at the end of the period and executives must be actively employed on the vesting date to receive a payout. The Plan Administrator determines whether payouts will be settled in cash or shares. The calculations of the 2024 PSU grant and vesting are illustrated below:

Revenue growth, Adjusted EBITDA growth and relative TSR (as a modifier) were chosen because they align executive interests with long-term shareholder growth expectations. See “Short-term incentive, Financial Objectives” above for an explanation of the rationale for the selection of Revenue growth and Adjusted EBITDA growth metrics.

Relative TSR as a modifier for PSUs

Relative TSR was included as a modifier for the PSUs to recognize the importance of delivering superior returns for shareholders over the long term. In establishing the TSR peers for the relative performance analysis, the HRDCC considered several different alternatives, recognizing that there are very few advanced space technology organizations that are publicly traded in Canada, and that the performance of the Canadian stock markets could be impacted by macro-economic factors that may not have the same impact on MDA Space (either positive or negative).

The Relative TSR modifier to the PSU payouts has a multiplicative factor ranging from 0.75, when MDA Space’s relative TSR performance is at or below the 25th percentile of the TSX Composite Index, up to 1.25 when MDA Space’s TSR performance is at or above the 75th percentile of the TSX Composite Index. This ensures that executive PSU payouts are directly impacted by MDA Space’s share-price performance relative to other Canadian publicly-traded organizations, while minimizing the impact of factors unrelated to MDA Space’s performance and shareholder experience.

Financial metrics for both short- and long-term incentives

The HRDCC chose to use Revenue and Adjusted EBITDA⁶ as the metrics in the short-term and long-term incentive plans because they are widely recognized and commonly used financial metrics that provide a clear and objective measure of a Company's financial performance. These metrics are easily understood by executives and

shareholders, and they provide a transparent and consistent basis for evaluating and rewarding performance. Furthermore, the metrics have distinct time horizons under the two plans. The use of Revenue and Adjusted EBITDA in the short-term incentive focuses on annual performance, while these metrics in the PSU plan consider a longer time horizon, spanning three years, to capture sustained profitability and shareholder value creation.

2024 One-time Equity Grants

Pursuant to Mr. Lavoie’s employment agreement, he is eligible to receive a one-time grant of RSUs in the approximate amount of $175,000 at the time of the 2025 annual LTIP cycle.

Benefit Plans

MDA Space provides its executive officers, including the NEOs, with life, disability, health, dental insurance and paid time off programs on the same basis as other MDA Space employees. MDA Space offers these benefits consistent with local market practice. In addition to the standard benefit package, NEOs are granted an annual executive medical benefit.

Retirement Plan Benefits

MDA Space sponsors several different retirement plans for the NEOs, including defined benefit pension plans and defined contribution pension plans. Participation in the plan is determined based on the geographical location of employment.

Perquisites

MDA Space generally does not offer significant perquisites as part of its compensation program, other than those described below under “Executive Compensation – Employment Agreements.”

Risk and Executive Compensation

In reviewing MDA Space’s compensation policies and practices each year, the HRDCC will seek to ensure the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of MDA Space. The HRDCC will also seek to ensure MDA Space’s compensation practices do not encourage excessive risk-taking behaviour by the executive team. To mitigate compensation risk, our Board has adopted an Insider Trading Policy, including restrictions against hedging transactions, a Clawback Policy (as defined below), and Share Ownership Guidelines for NEOs.

Insider Trading Policy and Hedging Prohibition

MDA Space’s executive officers, including the NEOs, directors and certain employees are subject to its insider trading policy, which prohibits trading in MDA Space’s securities while in possession of material undisclosed information about MDA Space. Under this policy, these individuals are also prohibited from entering into certain types of hedging transactions involving the securities of MDA Space, such as short sales, puts and calls or other derivative securities, prepaid variable forwards, equity swaps, collars, and common shares of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly by the employee. Furthermore, executive officers, including the NEOs and certain employees, may trade in MDA Space’s securities, including exercising Options, only during prescribed trading windows.

Clawback Policy

MDA Space’s clawback policy allows it to recoup unearned incentive-based pay (“Clawback Policy”). The Clawback Policy relates to any bonus, equity-based or other incentive-based compensation awarded or granted to MDA Space’s current and former executive officers, including the NEOs, to mitigate compensation risk. In the event MDA Space is required to prepare an accounting restatement of its financial statements due to MDA Space’s material noncompliance with any financial reporting requirement under the federal securities laws or misstatements of financial results, our Board will assess whether MDA Space should seek to recover any excess incentive compensation received by any covered executives during the three completed fiscal years immediately preceding the date on which MDA Space is required to prepare an accounting restatement. In making this determination, our Board will look at factors it deems appropriate, including whether the executive engaged in fraud or intentional misconduct which contributed to the need for the restatement.

Share Ownership Guidelines

MDA Space adopted a policy to require executives to meet minimum share ownership guidelines effective May 10, 2022 (“Share Ownership Guidelines”). NEOs can meet the share ownership guidelines through direct or beneficial ownership of MDA Space’s securities, including common shares owned directly or indirectly, vested or unvested RSUs and fully vested PSUs issued under our LTIP. Options and unvested PSUs do not count toward the guidelines. Executives have five years from the effective date of the Share Ownership Guidelines to comply. Executives who are promoted or appointed into a position that is subject to these requirements have five years to meet the minimum requirement. Our NEOs should hold the after-tax value of any vested RSUs as common shares and hold shares received upon the settlement of PSUs until the guidelines have been met. Each of our NEOs has either met their ownership guidelines or has time remaining to do so.

The ownership guidelines for our NEOs as a multiple of annual base salary are set forth in the table below.

Notes:

Performance Graph

The following graph compares the yearly cumulative total shareholder return on a $100 investment in MDA Space’s common shares against the cumulative total shareholder return of the S&P/TSX Composite Index from the period beginning April 7, 2021 (the date of our IPO) and ending on December 31, 2024. It assumes reinvestment of all dividends during the covered period. The performance graph and table both show an increase in MDA Space's total shareholder return in Fiscal 2024 driven by solid MDA Space share performance in the latest fiscal year (shares appreciated 156% in Fiscal 2024). Over the period from April 7, 2021 to December 31, 2024, MDA Space’s total shareholder return was 103% compared to 45% for the S&P/TSX Composite Index.

The compensation structure for the NEOs is heavily equity weighted and there is strong alignment between share price performance and total compensation. The total return on MDA Space shares increased in 2023 and 2024. Similarly, total NEO compensation increased in 2023 and 2024.

Summary Compensation Table

The following table sets out information concerning the compensation earned by, paid to, or awarded to the NEOs for each of MDA Space’s three most recently completed financial years.