MDA Space — Proxy Solicitation & Information Statement 2024

Apr 17, 2024

MDA MANAGEMENT INFORMATION CIRCULAR 3

MDA LTD.

Notice of Annual General and Special Meeting of Shareholders to be Held on May 9, 2024

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders of MDA Ltd. ("MDA") will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1589 on May 9, 2024 at 11:00 am (Toronto time), for the following purposes, as more particularly described in the accompanying management information circular (the "Circular"):

1. to receive and consider the financial statements for the fiscal year ended December 31, 2023 ("Fiscal 2023") and the auditor's report thereon;
2. to elect the directors of MDA for the ensuing year;
3. to appoint an auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration;
4. to pass a special resolution, the full text of which is set forth in the accompanying Circular, approving an amendment to the articles of MDA to change its name to "MDA Space Ltd.";
5. to pass an ordinary resolution, the full text of which is set forth in the accompanying Circular, re-approving all unallocated options, rights or other entitlements under MDA's omnibus equity incentive plan, as required every three years by the Toronto Stock Exchange; and
6. to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

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 at the close of business on March 28, 2024 (the "Record Date") are entitled to notice of, and to vote at, the Meeting.

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'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 7, 2024 (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.

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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 28th day of March, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “John Risley”

John Risley

Chair of the Board

MDA MANAGEMENT INFORMATION CIRCULAR 4