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Dear Stockholder: March 28, 2019

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Dear Stockholder: March 28, 2019 Dear Stockholder: March 28, 2019 You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Maxar Technologies Inc., to be held at Maxar’s corporate headquarters located at 1300 West 120th Avenue, Westminster, Colorado 80234, on May 8, 2019, at 2:00 p.m., Mountain Time. The attached Notice of Annual Meeting and Proxy Statement describe the matters that we expect to act upon at the Annual Meeting. Your vote is important. We hope that you will attend the meeting, but whether or not you attend, please submit your proxy or voting instructions as soon as possible to ensure your shares are voted at the Annual Meeting. The accompanying Notice of Annual Meeting and Proxy Statement provide information about the matters on which you may vote. If you wish to attend the meeting in person, please follow the advance registration instructions in the Proxy Statement. On behalf of the Board of Directors, thank you for your continued support of Maxar. Sincerely, Daniel L. Jablonsky Director, President and Chief Executive Officer Maxar Technologies Inc. 1300 West 120th Avenue Westminster, Colorado 80234 (303) 684-4000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2019 Agenda: Location: • Elect ten director nominees named in the accompanying Proxy Statement, Maxar Corporate Headquarters each for a one-year term expiring at our 2020 Annual Meeting of Stockholders; 1300 West 120th Avenue • approve, on a non-binding advisory basis, the executive compensation of our Westminster, Colorado 80234 named executive officers; Date and Time: • approve, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation; May 8, 2019, 2:00 p.m. Mountain Time • ratify the appointment of KPMG LLP as our independent registered public Record Date: accounting firm for the year ending December 31, 2019; You can vote if you were a stockholder as of the close of business on March 20, 2019 • approve the Maxar Technologies Inc. 2019 Incentive Award Plan; • approve the Maxar Technologies Inc. Employee Stock Purchase Plan; and • transact such other business as may properly come before the meeting or any adjournment or postponement thereof. We are providing this Proxy Statement to you in connection with the solicitation of proxies to be used at the 2019 Annual Meeting of Stockholders of Maxar Technologies Inc. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and information about voting procedures. On or about March 28, 2019, we will send our Stockholders entitled to notice of, and to vote at, the Annual Meeting either a (1) Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2018 Annual Report and how to vote shares at the Annual Meeting, or (2) a complete copy of the proxy materials by mail (or by email for those Stockholders who requested electronic delivery) for those Stockholders who requested hard copy delivery. Your vote is very important. Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions as promptly as possible by following the instructions in the proxy materials you received in order to ensure your shares are represented at the Annual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from your broker, bank or nominee authorizing you to vote your shares at the Annual Meeting. By Authorization of the Board of Directors, Howell M. Estes, III, Chair of the Board of Directors Maxar Technologies Inc. 1300 West 120th Avenue Westminster, Colorado 80234 March 28, 2019 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 8, 2019: The 2019 Proxy Statement and 2018 Annual Report are available at www.envisionreports.com/MAXR. TABLE OF CONTENTS PROXY SUMMARY 1 2018 BUSINESS HIGHLIGHTS 1 OUR BOARD OF DIRECTORS 1 EXECUTIVE COMPENSATION SUMMARY RESULTS 2 MEETING AGENDA AND BOARD VOTING RECOMMENDATIONS 2 THE PROPOSALS 3 PROPOSAL 1 - ELECTION OF DIRECTORS 3 PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION 4 PROPOSAL 3 - ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 6 PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS 7 PROPOSAL 5 – APPROVAL OF MAXAR TECHNOLOGIES INC. 2019 INCENTIVE AWARD PLAN 8 PROPOSAL 6 – APPROVAL OF MAXAR TECHNOLOGIES INC. EMPLOYEE STOCK PURCHASE PLAN 14 CORPORATE GOVERNANCE 17 OUR BOARD MEMBERS 17 ROLE OF THE BOARD OF DIRECTORS 24 CORPORATE GOVERNANCE GUIDELINES 24 DIRECTOR INDEPENDENCE 24 BOARD OF DIRECTORS LEADERSHIP STRUCTURE 24 BOARD OF DIRECTORS OVERSIGHT OF RISK 24 CODE OF ETHICS AND CONDUCT 25 (This page has been left blank intentionally.) SUCCESSION PLANNING 25 DIRECTOR EVALUATION PROCESS 25 RELATED-PERSON TRANSACTIONS POLICIES AND PROCEDURES 25 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 26 COMMUNICATION WITH THE BOARD OF DIRECTORS 26 BOARD COMMITTEES 27 EXECUTIVE LEADERSHIP TEAM 28 AUDIT RELATED MATTERS 31 AUDIT COMMITTEE REPORT 31 AUDIT AND NON-AUDIT FEES 32 PRE-APPROVAL OF INDEPENDENT AUDITOR SERVICES 32 COMPENSATION DISCUSSION & ANALYSIS 33 EXECUTIVE SUMMARY 34 COMPENSATION PHILOSOPHY AND OBJECTIVES 40 EXECUTIVE COMPENSATION POLICIES, PROVISIONS AND AGREEMENTS 44 2018 EXECUTIVE COMPENSATION 46 COMPENSATION COMMITTEE REPORT 54 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 54 i Chair’s Letter: COMPENSATION TABLES 55 Given the difficult year Maxar Technologies Inc. faced in 2018, as the new Chair of the Board I want to directly address all of you as SUMMARY COMPENSATION TABLE - 2018 55 Stockholders and assure you we are doing everything possible to right the ship in 2019. 2018 ALL OTHER COMPENSATION 56 In 2017 with the approval of many of you we joined together DigitalGlobe and McDonald, Dettwiler and Associates (MDA) to form Maxar. 2018 GRANTS OF PLAN-BASED AWARDS 56 At the time, it was widely expected the new company would be highly successful because of its unique end-to-end capabilities and, therefore, would be profitable for our Stockholders. In 2018, tough headwinds in the GEO Satcom business, the loss of an important on 2018 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 57 orbit asset called Worldview 4, and our inability to deal with financial shortfalls in a timely way weighed heavily on our Company. 2018 OPTION EXERCISES AND STOCK VESTED 58 In early 2019 with the change in our domestication from Canada to the U.S. and with the change in governance of the Board, it was a 2018 PENSION BENEFITS 59 natural question for directors to ask…”Do we have the right CEO?“ Given the company’s performance in 2018 and the loss of over 90% of our value in the marketplace, the directors decided it was time to put new leadership at the head of the company and unanimously 2018 NONQUALIFIED DEFERRED COMPENSATION 59 selected Dan Jablonsky as our new CEO. This was not a knee jerk reaction but rather a well thought out decision which the directors felt was essential to rebuild lost confidence in our company, its leadership and its Board. CEO PAY RATIO 59 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 60 I have personally worked with Dan since he joined DigitalGlobe in 2012. Earlier in his career, Dan served as an officer and nuclear engineer in the U.S. Navy, and later became an attorney. He practiced corporate and securities law, and worked in the enforcement PAYMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 60 division of the U.S. Securities and Exchange Commission. That is to say, we share a commitment to integrity, to putting mission first, and to principled leadership. His time as General Counsel and General Manager of the U.S. and International Defense and Intelligence 2018 DIRECTOR COMPENSATION 62 business at DigitalGlobe and his leadership of DigitalGlobe at Maxar has given us a good opportunity to watch Dan in action and gave us PHILOSOPHY 62 high confidence in his ability to lead Maxar. 2018 DIRECTOR COMPENSATION STRUCTURE 62 The Board is your representative, and we take this obligation very seriously. Our primary responsibility to you is to be sure the company has the best CEO possible. A close second is to assure the company has the right strategy going forward. To that end, the Board is DIRECTOR COMPENSATION 63 working very closely with Dan and his team as we consider all options to turn the corner and head our company in the right direction. This will take time, but we are convinced we understand what needs to be done. The Board will provide the proper oversight and advice OTHER DIRECTOR COMPENSATION CONSIDERATIONS 63 to Dan and his team as they execute the company’s strategy in 2019. SHARE OWNERSHIP 64 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 64 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 65 EMPLOYEE BENEFIT AND STOCK PLANS 66 Howell M. Estes, III QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING 67 Chair of the Board of Directors ADDITIONAL INFORMATION AND OTHER MATTERS 71 Maxar Technologies Inc. APPENDIX A - MAXAR TECHNOLOGIES INC. 2019 INCENTIVE AWARD PLAN 72 APPENDIX B - MAXAR TECHNOLOGIES INC. EMPLOYEE STOCK PURCHASE PLAN 91 ii iii PROXY SUMMARY 2018 Business Highlights On January 1, 2019, we completed the change of our jurisdiction of organization from the Province of British Columbia in Canada to the State of Delaware in the United States. Additionally, we completed a reorganization of our corporate structure of the group of companies controlled by our predecessor issuer, Maxar Technologies Ltd.
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