Aimia Inc. — Capital/Financing Update 2020

Jan 6, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Aimia Inc. (the Issuer or Aimia ) 525 Viger Avenue West, Suite 1000 Montreal, Quebec H2Z 0B2

Item 2. Date of Material Change

December 30 and 31, 2019

Item 3. News Release

Press releases were disseminated through the facilities of a recognized news service and filed on SEDAR at www.sedar.com on December 30 and 31, 2019.

Item 4. Summary Of Material Change

Preferred Share Offers

On December 30, 2019, the Issuer announced the results of its substantial issuer bids (the Preferred Share Offers ) to repurchase for cancellation (i) up to $31.25 million (on a combined basis) of its Cumulative Rate Reset Preferred Shares, Series 1 (the Series 1 Preferred Shares ) and its Cumulative Floating Rate Preferred Shares, Series 2 (the Series 2 Preferred Shares ), and (ii) up to $31.25 million of its Cumulative Rate Reset Preferred Shares, Series 3 (the Series 3 Preferred Shares , and collectively with the Series 1 Preferred Shares and the Series 2 Preferred Shares, the Preferred Shares ). On December 30, 2019, in accordance with the terms and conditions of the Preferred Share Offers, Aimia took up and repurchased for cancellation (i) 1,032,090 Series 1 Preferred Shares and 784,770 Series 2 Preferred Shares at a fixed price of $17.20 per share for aggregate consideration of approximately $31.25 million, and (ii) 1,644,737 Series 3 Preferred Shares at a fixed price of $19.00 per share for aggregate consideration of approximately $31.25 million.

Common Share Offer

On December 31, 2019, the Issuer announced the results of its separate but concurrent substantial issuer bid (the Common Share Offer ) to repurchase for cancellation up to $62.5 million of its common shares (the Common Shares ). On December 31, 2019, in accordance with the terms and conditions of the Common Share Offer, Aimia took up and repurchased for cancellation 14,705,863 Common Shares at a fixed price of $4.25 per share for aggregate consideration of approximately $62.5 million.

Item 5. Full Description Of Material Change

Preferred Share Offers

On December 30, 2019, the Issuer announced the preliminary results of the Preferred Share Offers to repurchase for cancellation (i) up to $31.25 million (on a combined basis) of its Series 1 Preferred Shares and its Series 2 Preferred Shares, and (ii) up to $31.25 million of its Series 3 Preferred Shares. The Preferred Share Offers expired at 10:00 p.m. (Eastern time) on December 27, 2019.

On December 30, 2019, in accordance with the terms and conditions of the Preferred Share Offers, Aimia took up and repurchased for cancellation (i) 1,032,090 Series 1 Preferred Shares and 784,770 Series 2 Preferred Shares at a fixed price of $17.20 per share for aggregate consideration of approximately $31.25 million, and (ii) 1,644,737 Series 3 Preferred Shares at a fixed price of $19.00 per share for aggregate consideration of approximately $31.25 million. The Preferred Shares repurchased under the Preferred Share Offers represent approximately 26.3% of the issued and outstanding Series 1 Preferred Shares and Series 2 Preferred Shares (on a combined basis) and 27.4% of the issued and outstanding Series 3 Preferred Shares. Immediately after giving effect to the Preferred Share Offers, the number of issued and

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outstanding Series 1 Preferred Shares, Series 2 Preferred Shares and Series 3 Preferred Shares is 2,921,275, 2,161,865 and 4,355,263, respectively.

3,358,838 Series 1 Preferred Shares, 2,559,520 Series 2 Preferred Shares and 3,970,400 Series 3 Preferred Shares were tendered to the Preferred Share Offers. As the Preferred Share Offers were oversubscribed, holders of Series 1 Preferred Shares, Series 2 Preferred Shares and Series 3 Preferred Shares had approximately 30.7%, 30.7% and 41.4%, respectively, of their successfully tendered Preferred Shares purchased by Aimia. The foregoing excludes “odd lot” tenders, which were not subject to proration.

Common Share Offer

On December 31, 2019, the Issuer announced the results of the Common Share Offer to repurchase for cancellation up to $62.5 million Common Shares. The Common Share Offer expired at 5:00 p.m. (Eastern time) on December 30, 2019.

On December 31, 2019, in accordance with the terms and conditions of the Common Share Offer, Aimia took up and repurchased for cancellation 14,705,863 Common Shares at a fixed price of $4.25 per share for aggregate consideration of approximately $62.5 million. The Common Shares repurchased under the Common Share Offer represent approximately 13.5% of the issued and outstanding Common Shares. Immediately after giving effect to the Common Share Offer, the number of issued and outstanding Common Shares is 93,838,329.

37,247,226 Common Shares were tendered to the Common Share Offer (including those tendered by way of a notice of guaranteed delivery). As the Common Share Offer was oversubscribed, holders of Common Shares had approximately 39.2% of their successfully tendered Common Shares purchased by Aimia. This number excludes “odd lot” tenders, which were not subject to proration.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

For further information please contact Edouard Dong Vo-Quang, General Counsel & Corporate Secretary of the Issuer at (514) 205-7857.

Item 9. Date of Report

January 6, 2020