Aimia : Annual Information Form 2023

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023

March 28, 2024

EXPLANATORY NOTES

The information in this Annual Information Form is stated as at December 31, 2023, unless otherwise indicated.

Unless otherwise indicated in this Annual Information Form, "Aimia", "we", "us", "our", or "the Corporation" refers to Aimia Inc., and, where the context requires, its subsidiaries and associated companies.

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to $ are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

Aimia is entirely dependent upon the operations and financial condition of its subsidiaries and investee companies. The earnings and cash flows of Aimia are affected by certain risks. For a description of those risks, please refer to the section "Risks and Uncertainties Affecting the Business" included in Aimia's Management's Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2023 and 2022 (the "2023 MD&A").

This Annual Information Form contains statements that constitute "forward-looking information" within the meaning of Canadian securities laws ("forward-lookingstatements"), which are based upon our current expectations, estimates, projections, assumptions and beliefs. All information that is not clearly historical in nature may constitute forward-looking statements. Forward-looking statements are typically identified by the use of terms or phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would" and "should", and similar terms and phrases, including references to assumptions.

Forward-looking statements in this Annual Information Form include, but are not limited to, statements with respect to shareholder activism and related litigation in front of the Court and in front of the Capital Markets Tribunal, the earn-out in connection with the PLM Transaction, amounts that may be recovered from the Trade X receivership, the release of the escrowed securities from escrow in the event of achievement of performance threshold, Cortland International and Bozzetto's industry-specific risks, Aimia's current and future strategic initiatives and investment opportunities.

Forward-looking statements, by their nature, are based on assumptions and are subject to known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the forward-looking statement will not occur. The forward-looking statements in this Annual Information Form speak only as of the date hereof and reflect several material factors, expectations and assumptions. While Aimia considers these factors, expectations and assumptions to be reasonable, actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements. Undue reliance should not be placed on any predictions or forward-looking statements as these may be affected by, among other things, changing external events and general uncertainties of the business. A discussion of the material risks applicable to us can be found in the Section entitled "Risks and Uncertainties Affecting the Business" included in the 2023 MD&A. Aimia cautions that the list of risk factors incorporated by reference in this Annual Information Form is not exhaustive. Except as required by applicable securities laws, forward-looking statements speak only as of the

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date on which they are made and we disclaim any intention and assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

Aimia Inc. (the "Corporation" or "Aimia") was incorporated on May 5, 2008, under the Canada Business Corporations Act (as amended from time to time, the "CBCA"). The Corporation is the successor to Aeroplan Income Fund following the completion of the reorganization of Aeroplan Income Fund from an income trust structure to a corporate structure by way of a court- approved plan of arrangement under the CBCA on June 25, 2008, and a reorganization of its corporate structure on December 29 and 30, 2008.

On January 19, 2010, the Corporation's articles of incorporation were amended to create the cumulative rate reset preferred shares, Series 1 (the "Series 1 Preferred Shares") and the cumulative floating rate preferred shares, Series 2 (the "Series 2 Preferred Shares"). On May 19, 2010, the Corporation's articles of incorporation were amended to grant voting rights, in certain limited circumstances, to holders of Series 1 Preferred Shares and Series 2 Preferred Shares. On May 4, 2012, the Corporation's articles of incorporation were amended for the Corporation to adopt the name "Aimia Inc." On January 15, 2014, the Corporation's articles of incorporation were further amended to create the cumulative rate reset preferred shares, Series 3 (the "Series 3 Preferred Shares") and the cumulative floating rate preferred shares, Series 4 (the "Series 4 Preferred Shares"). On January 4, 2017, the Corporation amalgamated with its subsidiary by way of a vertical short form amalgamation. See the section "Description of Capital Structure" for a summary of the material terms of the Series 1 Preferred Shares, Series 2 Preferred Shares, Series 3 Preferred Shares and Series 4 Preferred Shares.

The registered and head office of Aimia is located at 1 University Avenue, 3rd Floor, Toronto, Ontario, Canada, M5J 2P1.

INTERCORPORATE RELATIONSHIP

The table below shows Aimia's main subsidiaries, where they are incorporated or registered, and the percentage of voting securities that Aimia beneficially owns or directly or indirectly exercises control or direction over. Aimia has other subsidiaries, but they have not been included in the table because each represents 10% or less of our total consolidated assets and 10% or less of our total consolidated operating revenues for the year ended December 31, 2023. These other subsidiaries together represented 20% or less of our total consolidated assets and 20% or less of our total consolidated operating revenues for the year ended December 31, 2023.

1. Parent company of Aimia's Cortland International reporting and operating segment.
2. Parent company of Aimia's Bozzetto reporting and operating segment. The remaining 5.9% is owned by the executive management of the Bozzetto Group.
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GENERAL DEVELOPMENT OF THE BUSINESS

The following is a summary of the general development of Aimia's business over the three

(3) most recently completed financial years and recent developments in 2024.

2023 DEVELOPMENTS AND RECENT DEVELOPMENTS IN 2024

Changes to the Management and Board

On February 29, 2024 (effective February 28, 2024), Aimia announced the following changes to Management and the board of directors of the Corporation (the "Board" or the "Board of Directors"):

• the nomination of Robert Feingold as Director of the Corporation;
• the appointment of Linda Habgood as Chair of the Corporation's Human Resources and Compensation Committee;
• the appointment of Yannis Skoufalos as Chair of the Corporation's Governance and Nominating Committee;
• the resignation of Kristen Dickey as Director of the Corporation; and
• the resignation of Suzanne Raftery Herbst as Chief Operating Officer of the Corporation.

On January 11, 2024, Aimia announced:

• the appointment of Thomas Finke as Executive Chairman of the Corporation;
• the resignation of Philip Mittleman as Chief Executive Officer of the Corporation and of Michael Lehmann as President of the Corporation;
• the nomination of Karen Basian as Lead Independent Director of the Corporation; and
• the commencement of a search by the Board of Directors of the Corporation for a new operations-focused Chief Executive Officer.

In addition, on January 11, 2024, Aimia decided to suspend the meetings of its Investment Committee, pending a review of its mandate and composition. In the meantime, the Board would ensure reviews of any investment decisions.

On November 27, 2023, the Corporation announced the appointment of Suzanne Raftery Herbst as Chief Operating Officer of the Corporation.

On October 21, 2023, concurrently with the Private Placement (as defined below), Thomas Finke and Yannis Skoufalos were appointed to the Board. Mr. Finke was also appointed as Chairman of the Board.

On September 25, 2023, the Corporation announced the resignation of Jon Mattson as

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Director of the Corporation. It was further announced that Mr. Mattson would continue to provide oversight and consulting services to the Corporation.

On July 10, 2023, Aimia announced the appointment of a new independent Director, Thomas (Tom) Little, to the Board. Karen Basian was also appointed as Interim Chair of the Board, replacing David Rosenkrantz.

Trade X

On December 20, 2023, the Superior Court of Québec rendered an Initial Order pursuant to the Companies' Creditors Arrangement Act (the "CCAA") in respect of 13517985 Canada Inc. doing business under the name of Wholesale Express ("Wholesale Express"), a subsidiary of Trade X Group of Companies Inc. ("Trade X"). On January 12, 2024, the Superior Court of Québec approved the sale of Wholesale Express pursuant to an Approval and Reverse Vesting Order. The sale closed on January 23, 2024, such that Wholesale Express is no longer subject to CCAA proceedings and Wholesale Express is no longer a subsidiary of Trade X. Aimia was an unsecured creditor of Wholesale Express as, on or around April 27, 2023, it had extended a bridge loan to Wholesale Express in an amount of USD 2,000,000. As a result of the aforementioned Approval and Reverse Vesting Order, Aimia is now an unsecured creditor and intends to file a proof of claim concerning the remaining cash proceeds of the sale of Wholesale Express to assert its claim in connection with the bridge loan to Wholesale Express. The expected distribution on account of such proof of claim, if any, is unknown.

On December 22, 2023, the Ontario Superior Court of Justice appointed FTI Consulting Canada Inc. as receiver of substantially all of the property of Trade X Group of Companies Inc. and certain related entities pursuant to section 243 of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act (Ontario). Since its appointment, the receiver has been taking steps to realize upon the assets of Trade X and has brought a motion to seek payment of certain funds to it from third parties who had received proceeds of the sale of Trade X property.

Aimia is a creditor of Trade X pursuant to an Amended and Restated Secured Convertible Note for an amount of USD 25,000,000 dated December 23, 2022 (the "Convertible Note"). Under the Convertible Note and an intercreditor agreement entered into between Aimia and certain other lenders to Trade X, the indebtedness under the Convertible Note was secured by a security interest in the shares held by Trade X in Wholesale Express (the "WE Shares"), the rights and claims of Trade X in the WE Shares, the dividends and distributions pertaining to the WE Shares, the substitutions and replacements of the WE Shares, and the proceeds in any form derived directly or indirectly from any dealing with all or any part of the WE Shares. Aimia intends to file a proof of claim in the WE Claims Process to assert its claim in connection with WE Shares and the Convertible Note. The expected distribution on account of such proof of claim, if any, is unknown. At this time it is also unknown whether there will be any recovery from the Trade X receivership available for distribution to Aimia in respect of its secured claim pursuant to the Convertible Note.

Hostile Take-Over Bid and Aimia Application before the Capital Markets Tribunal

On October 5, 2023, Mithaq Canada Inc. ("Mithaq"), a wholly-owned subsidiary of Mithaq Capital SPC ("Mithaq Capital"), formally commenced an unsolicited take-over bid to acquire all of the issued and outstanding common shares of Aimia (the "Common Shares") not already owned by Mithaq or its affiliates, together with the associated rights issued and outstanding under the shareholder rights plan of Aimia, including any Common Shares that may become issued and outstanding after the date of the Hostile Offer, but prior to the Expiry Time, upon the exercise

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of options to acquire Common Shares or upon any other exercise, exchange or conversion of securities of the Corporation into Common Shares, at a price of $3.66 per Common Share (the "Hostile Offer"). The Hostile Offer was initially open for acceptance until 11:59 p.m. (Vancouver time) on January 18, 2024 (the "Expiry Time"). At the time the Hostile Offer was made, Mithaq Capital held approximately 30.96% of the Common Shares.

On October 20, 2023, following receipt of a unanimous recommendation of a special committee of independent directors (the "Special Committee"), the Board issued a directors' circular recommending that shareholders of Aimia reject the Hostile Offer (the "Directors' Circular"). The Directors' Circular outlined the reasons why the Board made its recommendation and determined that the Hostile Offer was undervalued, inadequate, and not in the best interests of the Corporation, its shareholders and its other stakeholders.

On November 28, 2023, Mithaq filed a notice of variation to the Hostile Offer, removing one of the twenty bid conditions contained in the Hostile Offer and slightly modifying another. Following consideration of the notice of variation and receipt of a recommendation of the Special Committee, the Board continued to recommend that shareholders of Aimia reject the Hostile Offer. On January 18, 2024, Mithaq filed a notice of extension extending the Expiry Time until 11:59 p.m. (Vancouver time) on February 15, 2024 (the "Amended Expiry Time"). Given the notice of extension made no changes to the terms of the Hostile Offer, the Board's recommendation to reject the Hostile Offer did not change.

On February 13, 2024, Aimia filed an application with the Capital Markets Tribunal of the Ontario Securities Commission (the "Capital Markets Tribunal") against Mithaq in connection with various breaches of the Securities Act (Ontario). Aimia alleges that Mithaq breached Ontario securities law by failing to disclose that it: (i) was acting jointly with other Aimia shareholders; (ii) planned to change the Board and alter Aimia's business model and strategy; and (iii) planned to acquire additional Common Shares. Aimia also alleges that Mithaq failed to comply with the take- over bid rules by failing to put an offer of $4.13 per share to all shareholders, despite having purchased shares at that price at a time when its holdings exceeded 20%, in combination with joint actors. Aimia seeks: (i) a declaration that Mithaq breached sections 2.8 and 5.2(2) of National Instrument 62-104 - Take-OverBids and Issuer Bids ("NI 62-104"); and (ii) an order directing Mithaq to make a take-over bid to all Aimia shareholders at a share price of $4.13. Aimia's application is scheduled to be heard on May 1 and 2, 2024.

On February 16, 2024, Mithaq Capital announced the expiry of the Hostile Offer, noting that the statutory minimum tender condition had not been satisfied by the Amended Expiry Time. Mithaq's share ownership at the Amended Expiry Time was 28.42%.

On March 6, 2024, Mithaq brought a motion asking the Capital Markets Tribunal to dismiss Aimia's application. Mithaq alleges that: (i) Aimia does not have standing to bring the application; and (ii) Aimia's application is abusive. Mithaq's motion is scheduled to be heard on April 10, 2024.

Mithaq Application before the Capital Markets Tribunal

On October 13, 2023, Aimia announced the Private Placement (as defined below).

On October 17, 2023, Mithaq filed an application with the Capital Markets Tribunal for, among other things, an order cease-trading the Private Placement. Mithaq also requested an

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