An anonymous representative of Mithaq Capital SPC reports

MITHAQ WARNS AIMIA SHAREHOLDERS OF POTENTIAL FOR BOARD MISCONDUCT AT UPCOMING ANNUAL GENERAL MEETING

Mithaq Capital SPC, the largest shareholder of Aimia Inc., has provided a warning to Aimia shareholders that it is very concerned about potential misconduct by the current board of directors at the upcoming annual meeting of Aimia shareholders to be held on June 26, 2024. As acknowledged by Aimia in its press release dated June 3, 2024, Mithaq has nominated six individuals for election to the board at the meeting pursuant to Aimia's advance notice bylaw (bylaw No. 2013-1). Mithaq has ownership of, or control or direction over, a total of 26,893,588 common shares of Aimia, representing approximately 26.98 per cent of the issued and outstanding common shares.

Mithaq formally requested on June 5, 2024, that Aimia co-operate with Mithaq in advance of the meeting by setting certain protocols and procedures to avoid the extravagant legal and other adviser expenses incurred by Aimia unnecessarily following the 2023 annual general meeting. Aimia has since refused Mithaq's requests other than to confirm that the meeting will have an independent chair whose identity remains undisclosed. Establishing the protocols and procedures requested by Mithaq is customary in the context of a contested shareholder meeting and the board's refusal to co-operate indicates a concerning lack of respect for shareholder democracy and good governance. Coupled with evidence obtained by Mithaq regarding the apparent inappropriate influencing of proxies submitted in connection with the 2023 AGM, shareholders should be concerned about similar misconduct at the meeting.

At this time, Mithaq is reserving its right to seek assistance from the courts to ensure the conduct of the meeting complies with applicable corporate and securities laws.

The board's disappointing record and questionable plans

Aimia's past and current board members have demonstrated nothing but a desire to entrench themselves at the expense of Aimia shareholders and in breach of their fiduciary duties. In response to the so-called strategy and accomplishments articulated by Aimia in its press releases dated May 31 and June 3, 2024, Mithaq notes that:

• The $2-million in annual executive compensation expenses that were eliminated presumably relate to the departure of former chief executive officer, Phil Mittleman. That the board is taking credit for this implies that Mr. Mittleman was terminated for undisclosed reasons and without any succession plan in place. The board has yet to find a replacement for Mr. Mittleman and the associated cost savings will be temporary until such a replacement is found.

• The $20-million liability that was eliminated presumably refers to arrangements with Paladin Private Equity LLC that were terminated in May, 2024. In Mithaq's view, Aimia drastically overpaid to terminate these arrangements, which were primarily based on future performance that had not been achieved. Moreover, as partial consideration, Aimia issued five million common shares to Paladin immediately before the record date for the meeting. Aimia had ample cash to pay Paladin, as shown by the announcement of a $32.9-million earn-out payment and intention to launch a normal course issuer bid on May 29 and 30, respectively. Aimia has not provided adequate disclosure to shareholders about its process for negotiating the arrangements, which constitute a related party transaction under applicable securities laws.

• While Mithaq is supportive of harvesting capital from low-return businesses, the monetization of $11-million of Capital A shares is hardly an accomplishment given these are liquid securities that trade on the Malaysian stock exchange. Moreover, these shares could have been liquidated in October, 2023, when they were trading at a higher price leading up to Aimia's dilutive private placement of 10,475,000 common shares and 10,475,000 common share purchase warrants.

• The $32.9-million earn-out payment from the PLM transaction was negotiated in 2022 at a time before the majority of the current board members were involved with Aimia in any capacity and is therefore not a current board accomplishment.

• Although Aimia has renewed its normal course issuer bid, it has communicated share buybacks as a key priority since at least September, 2023. Since then, Aimia has issued 15 million additional common shares to friendly parties at prices significantly below reported net asset value per share.

Vote for change

Mithaq has a clear 10-step plan to get Aimia on track, which is set out in detail in Mithaq's letter to shareholders dated June 3, 2024, available on Aimia's profile on SEDAR+. Shareholders are encouraged to read Mithaq's letter and the accompanying circular in their entirety in advance of the meeting.

Aimia shareholders willing to express their support for the Mithaq nominees should vote using the gold form of proxy or gold voting instruction form accompanying the Mithaq circular prior to 5 p.m. (Toronto time) on Friday, June 21, 2024. Shareholders who have questions or require assistance may contact Mithaq's proxy solicitor, Carson Proxy, for more information by North American toll-free phone at 1-800-530-5189, local phone or text at 416-751-2066 or by e-mail at info@carsonproxy.com.

Advisers

Mithaq has retained Carson Proxy as its proxy solicitor. Torys LLP is acting as legal counsel.

About Mithaq Capital SPC

Mithaq is a segregated portfolio company and affiliate of Mithaq Holding Company, a decentralized family office headquartered in Saudi Arabia with investments in public equities, private equity, real estate and income-producing assets in local and international markets.

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