An anonymous director reports

MITHAQ ANNOUNCES EXPIRY OF TAKEOVER BID FOR AIMIA; SHAREHOLDERS LOSE OPPORTUNITY TO RECEIVE A SIGNIFICANT PREMIUM BECAUSE OF AIMIA BOARD'S ENTRENCHMENT AND UNWILLINGNESS TO CONSTRUCTIVELY ENGAGE

Mithaq Capital SPC, the largest shareholder of Aimia Inc., has noted the expiry of the premium all-cash offer made by its wholly owned subsidiary, Mithaq Canada Inc. (the offeror), to acquire all of the issued and outstanding common shares of Aimia not already owned by the offeror or its affiliates.

The statutory minimum tender condition was not satisfied as of the offer's expiry time (11:59 p.m. (Vancouver time) on Feb. 15, 2024). In light of the Aimia board's continuing unwillingness to constructively engage with Mithaq to maximize value for all shareholders, as well as its continuing entrenching tactics, and frivolous, wasteful litigation, as further described below, the offeror determined not to further extend the offer.

As a result of the expiry of the offer, no common shares were acquired pursuant to the offer and the offer is now terminated. Any common shares deposited under the offer and not withdrawn will be returned to the holders thereof, promptly and in accordance with the terms of the offer and takeover bid circular, and related offer documents. Copies of the offer documents are available under Aimia's profile on SEDAR+.

There has been no change in Mithaq's concerns with the strategic direction of the company, and Aimia's leadership has yet to engage in a productive manner with its largest shareholder. Mithaq, which has ownership of, or control or direction over, a total of 26,893,588 common shares, representing approximately 28.42 per cent of the issued and outstanding common shares, is evaluating all options available to it in connection with Aimia's upcoming 2024 annual general meeting of shareholders (AGM). At a minimum, Mithaq expects that the meeting will be conducted fairly, transparently, and in accordance with applicable corporate and securities laws and best practices for such meetings, and that Aimia will respect the right of shareholders to vote on all matters brought before the meeting.

Ensuring a fair and proper vote at Aimia's 2024 annual general meeting

Mithaq is taking action to protect all shareholders by attempting to ensure the sorts of serious irregularities that took place at the 2023 annual general meeting cannot reoccur.

Mithaq has obtained evidence that Aimia's then-leadership inappropriately influenced the voting of proxies submitted in connection with the 2023 AGM. Had this conduct not occurred, Mithaq believes that none of the Aimia management nominees would have been elected at the 2023 AGM.

The problematic behaviour uncovered by Mithaq is unacceptable and will not be tolerated at the 2024 AGM. Mithaq expects that the 2024 AGM be conducted in accordance with applicable corporate and securities laws, and that Aimia will respect the right of shareholders to vote on all matters brought before the meeting, including those shareholders who vote by proxy.

In particular, Aimia should ensure, among other matters, that: (i) an independent chair, not affiliated with Aimia, will oversee the 2024 AGM; (ii) an independent organization, not affiliated with Aimia, will scrutineer the 2024 AGM; and (iii) Mithaq be permitted to conduct a comprehensive proxy review immediately following the 2024 AGM, should it request such a review.

To avoid the costs, wasted resources and stain on shareholder democracy that followed the 2023 AGM, Mithaq is seeking Aimia's co-operation and confirmation in advance to the above-listed requests for conduct of the 2024 AGM. Without Aimia's co-operation, Mithaq intends to seek assistance from the courts to ensure the conduct of the 2024 AGM complies with applicable corporate and securities laws.

Mithaq's response to Aimia's Capital Markets Tribunal application

Mithaq is disappointed that the Aimia board continues to resort to self-serving legal tactics. On Feb. 13, 2024, Aimia filed an application with the Ontario Securities Commission's Capital Markets Tribunal for relief in relation to alleged breaches of securities laws by Mithaq.

The Aimia application is based on stale allegations of undisclosed joint-actor conduct and seeks relief Aimia previously expressly chose not to pursue. Mithaq intends to refute Aimia's allegations and believes that its early warning disclosure has, at all times, provided the market with timely and accurate information about its investment in Aimia, including its considerations in respect of its investment and actions it may take.

Early warning disclosure

This press release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Aimia's profile on SEDAR+ containing additional information respecting the foregoing matters. Aimia's head office address is 1 University Ave., floor 3, Toronto, Ont., M5J 2P1.

Mithaq has filed on SEDAR+ an amended early warning report to disclose changes in certain material facts relating to its ownership of securities of Aimia, in compliance with National Instrument 62-103. In the amended report, Mithaq discloses that the offer expired at 11:59 p.m. (Vancouver time) on Feb. 15, 2024.

The amended report further discloses that Mithaq may continue to explore, from time to time, a variety of alternatives it deems appropriate with respect to its investment in Aimia, in each case to the extent permitted under applicable law, including: (i) increasing or decreasing its position in Aimia through, among other things, the acquisition or disposition of securities of Aimia; (ii) entering into transactions that increase or hedge its economic exposure to such securities without affecting its beneficial ownership of such securities; and/or (iii) continuing to hold its current position.

In addition to evaluating all options available to it in connection with the 2024 AGM, Mithaq may also continue to explore, from time to time, other alternatives with respect to its investment in Aimia, in each case to the extent permitted under applicable law, including, but not limited to, developing plans or intentions, or taking actions itself or with joint actors, which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the amended report. For greater certainty, Mithaq may: (a) engage with management and/or the board of Aimia concerning the foregoing, and its business, management, operations, capitalization, financial condition, governance, strategy and future plans (including taking any actions it deems appropriate to influence the affairs of Aimia); (b) initiate or make public or private proposals or offers involving Aimia, including (i) any takeover bid, amalgamation, consolidation, acquisition, business combination, arrangement, recapitalization, restructuring, liquidation, dissolution, disposition of assets or other similar transactions involving Aimia (including its subsidiaries and joint ventures, or any of their respective securities or assets), and (ii) any waiver, amendment or modification to Aimia's articles of incorporation or bylaws; (c) initiate, solicit or join as a party, any litigation, arbitration or other proceeding (including regulatory proceedings) involving Aimia or any of its subsidiaries, or any of its or their respective current or former directors or officers (including derivative actions and exercising any dissent rights); (d) initiate, propose, encourage, advise, influence or otherwise participate in the solicitation of proxies with respect to the voting of any securities of Aimia on any matter (including pursuant to any available exemptions under applicable laws); (e) grant any proxy with respect to the securities of Aimia; (f) engage in any short sale or similar transaction that derives value from a decline in Aimia's securities; (g) deposit any securities of Aimia into a voting trust, or subject any securities of Aimia to any agreement or arrangement with respect to the voting of such securities; (h) (i) call, requisition or seek to call or requisition a meeting of the shareholders of Aimia, (ii) seek election or appointment to, or representation on, the board of Aimia, or (iii) effect the removal of any member of the board of Aimia or otherwise alter the composition of the board of Aimia (including by voting against the directors or through any no vote or similar campaign or proposing nominees); (i) submit, or induce any person to submit, any shareholder proposal; (j) enter into any agreement with Aimia (including any settlement or resolution agreement); (k) retain any advisers in furtherance of any of the foregoing; (l) make any request for securityholder list materials or other books and records of Aimia or any of its subsidiaries, including under any statutory or regulatory provisions providing for shareholder access to such securityholder list materials, books and records of Aimia or its subsidiaries; (m) enter into discussions, agreements or understandings with any person with respect to or in contemplation of the foregoing, or advise, assist, support or encourage any person to take any action consistent with the foregoing; and (n) make any public disclosure of any consideration, intention, plan or arrangement with respect to or in contemplation of any of the foregoing.

Although the foregoing reflects activities presently contemplated by Mithaq with respect to its investment in Aimia, the foregoing is subject to a number of factors, including, but not limited to, the price of Aimia's securities, Aimia's business and financial condition and prospects, conditions in the securities markets, and general economic and industry conditions, the availability of funds, and the evaluation of other investment opportunities available to Aimia, and is subject to change at any time, and there can be no assurance that Mithaq will take any of these additional actions referred to above.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit SEDAR+ or contact Mithaq Capital SPC, Saudi Arabia, post office box 86611, Riyadh, 11632, attention: Turki Saleh AlRajhi (mithaq-capital@mithaqholding.com).

Advisers

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

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