Mr. Turki al-Rajhi of Mithaq reports

MITHAQ ALERTS SHAREHOLDERS: AIMIA BOARD'S RECOMMENDATION SERVES INTERESTS OF ENTRENCHED MANAGEMENT AND DIRECTORS, NOT SHAREHOLDERS

Mithaq Canada Inc. (the offeror), a wholly owned subsidiary of Mithaq Capital SPC, the largest shareholder of Aimia Inc., has urged Aimia shareholders to disregard the self-serving decision by Aimia's board to reject Mithaq's compelling all-cash premium bid for the company, which only serves to showcase the board's determination to protect its own jobs rather than do what is best for shareholders.

"The Aimia board's recent decision to sell discounted shares to a board-friendly group demonstrates extreme board entrenchment, a breach of directors' fiduciary duties, and contempt by the board and management for the company's shareholders," said Turki Saleh al-Rajhi, chairman and chief executive officer of the offeror. "Shareholders need to ask why this preferential deal was only made available to a select group of nine investors. The board cannot credibly say that selling control and board seats at a significant discount of $3.10 per share is in the best interest of the company, then only days later turn around and argue that $3.66 a share in cash for all shareholders is too low."

Mr. al-Rajhi concluded: "Aimia's board and management are not entitled to make self-serving decisions at the expense of all shareholders' best interests and to unlimited use of shareholder resources in an effort to maintain themselves as directors. All fellow shareholders deserve better and are right to question the motives of Aimia's leadership. There's an obvious disconnect between the board's words and its actions."

The board's recommendation to shareholders is flawed for a number of reasons, including:

• Selling shares at $3.10, with warrants exercisable at $3.70 and expiring in five years, gives a significant discount to preferred investors, especially when the value of the warrants is taken into account, and implies that the board does not expect the share price to increase meaningfully in the near future. This is inconsistent with a board that is truly seeking to maximize value.
• The board argues that the $3.66 all-cash premium offer is opportunistic because Aimia's stock is trading near its lowest in the last three years but at the same time agreed to sell control to its board-friendly group of investors at a lower discounted price of $3.10 per share. The directors' circular reveals they were desperately prepared to sell for less than $3.10 in the days leading up to Mithaq's offer.
• The dilutive private placement is clearly a defensive tactic. The search for board-friendly investors to dilute Mithaq's position only commenced after Mithaq's no-vote campaign and its public disclosure that it was exploring board change and a potential takeover bid. Notably, financial advisers were retained and robust negotiations commenced after Mithaq increased its stake from 19.9 per cent to 30.96 per cent.
• The board does not provide in its circular any detail to back up its contention that it is seeking and assessing value-enhancing opportunities.
• Aimia's assertion that it will create value if shareholders do not accept the offer is at odds with its extended record of value destruction.
• The board's complaints about the conditionality of Mithaq's offer are insincere. The board has rebuffed Mithaq's attempts to constructively engage and negotiate a friendly transaction that would allow Mithaq to eliminate bid conditions. Instead, the board chose to enter into the dilutive private placement with a group opposed to Mithaq's offer to frustrate shareholder choice in an effort to prevent Mithaq from satisfying the mandatory minimum tender condition.
• The board's decision to proceed with the dilutive and discounted private placement without first concluding its review of the premium all-cash offer and making a recommendation to shareholders suggests that the board is not really considering what is in the best interests of shareholders.
• The board has relied on an opinion from a financial adviser to support its recommendation but has failed to provide shareholders with the information they are entitled to see to make an informed decision. Contrary to disclosure requirements applicable to insider bids: (i) the financial adviser's opinion and the directors' circular provide no detail regarding the methodology, information or financial analysis (including financial metrics) to enable shareholders to understand the basis for the opinion; and (ii) the directors' circular does not explain how the board or its special committee took into account the financial adviser's fee arrangements when considering the financial adviser's advice.

Mithaq has a history of owning high-quality businesses, supporting first-class management teams and championing long-standing partnerships based primarily on trust. However, as Mithaq has stated long ago, Mithaq has lost its trust in Aimia's management and board.

Mithaq has filed an application with the OSC's Capital Markets Tribunal to seek, among other things, an order requiring the dilutive private placement to be cease traded. To avoid the OSC's Capital Markets Tribunal implementing a temporary cease trade order before a full hearing on the matter can occur, Aimia agreed to certain undertakings relating to closing of the private placement, including to effectively unwind the private placement if Mithaq's application is successful, and other protections requested by Mithaq have been ordered by the OSC's Capital Markets Tribunal. A full hearing on Mithaq's application is expected to occur before the end of the year and in advance of expiry of the offer.

The choice for long-suffering shareholders is clear -- tender to the premium cash offer today

The cash consideration under the offeror's takeover bid represents premiums of approximately:

• 20 per cent based on the closing price of $3.05 per common share on the Toronto Stock Exchange on Oct. 2, 2023 (the last trading day prior to the announcement of the intention to make the offer);
• 23 per cent to the volume-weighted average trading price of $2.98 per common share on the TSX over the 20 trading days ended Oct. 2, 2023.

Given the dismal record of the board and management, under whose watch the stock price has steadily declined, the premium cash offer provides certainty and the opportunity to redeploy capital.

Full details regarding the premium cash offer, including a letter to shareholders and takeover bid circular, are available on the Cash Premium for Aimia website as well as under Aimia's profile on SEDAR+.

Shareholders with questions or in need of assistance accepting the offer can contact Carson Proxy Advisors by telephone at 1-800-530-5189 (North American toll-free number) or 416-751-2066 (outside North America) or by e-mail at info@carsonproxy.com.

Further information is also available at the Cash Premium for Aimia website, which will be updated as the tender process proceeds.

About Mithaq Capital SPC

Mithaq is the largest shareholder of Aimia, holding 26,059,000 common shares of Aimia, representing approximately 30.96 per cent of the issued and outstanding common shares of Aimia, assuming the private placement is unwound. Mithaq is a segregated portfolio company and affiliate of Mithaq Holding Company, a family office based in Saudi Arabia with investments in public equities, real estate, private equity and income-producing assets in local and international markets.

Advisers

Torys LLP is acting as legal adviser, Carson Proxy Advisors is acting as information agent, and Longview Communications and Public Affairs is acting as communications adviser to the offeror and Mithaq in respect of the offer.

We seek Safe Harbor.