AIMIA INC - Pre-listing announcement in respect of the fast-track secondary inward listing of Aimia on the Main Board of the JSE

Evidence from the filing

• The secondary inward listing on the JSE will significantly broaden Aimia's investor base and deepen liquidity by providing ZAR-denominated access for South African institutional and retail investors, while also raising the company's profile.

  “Aimia's board of directors ("Board") and management believe the Secondary Listing will: (i) broaden the Company's investor base by providing ZAR-denominated access for South African institutional and retail investors; (ii) deepen liquidity in Aimia's shares; (iii) raise the Company's profile with investors in South Africa and the global investment community”

• Aimia has achieved a significant operational turnaround, generating its "first profit for equity holders in more than three years" and successfully reducing "Holding Company costs by CAD$1,9 million" in the period ended September 30, 2025.

  “Aimia generated its first profit for equity holders in more than three years due to the solid performances of its core holdings and ongoing efforts to reduce holding company costs. In particular, Aimia reduced Holding Company costs by CAD$1,9 million”

• The planned disposal of Bozzetto for "net proceeds in the range of CAD$265 million to CAD$271 million" (without incurring any taxes) will be strategically redeployed to "reduce its indebtedness and acquire controlling interests in public and private companies," aligning with a clear value-creation strategy.

  “The transaction is expected to generate net proceeds in the range of CAD$265 million to CAD$271 million, approximately ZAR3,1 billion to ZAR3,17 billion. Net proceeds will be subject to closing net debt and working capital. Aimia does not expect to incur any taxes from this transaction. [...] Aimia intends to use the net proceeds from the transaction to reduce its indebtedness and acquire controlling interests in public and private companies.”

• The company is actively enhancing shareholder value through its "normal course issuer bid (NCIB) through June 5, 2026" and has already purchased and cancelled "2,916,200 shares or 49,4% of allowable shares" through January 31, 2026.

  “On June 4, 2025 Aimia announced the renewal of its normal course issuer bid (NCIB) through June 5, 2026 with approval to purchase for cancellation up to 5,906,629 of its common shares. Through January 31, 2026 Aimia has purchased and cancelled 2,916,200 shares or 49,4% of allowable shares in its current NCIB program.”

• Aimia possesses substantial "CAD$1,096.6 million of tax losses available for carry forward" which are expected to be effectively utilized to "reduce taxable income in future years" and thereby "create shareholder value".

  “As at September 30, 2025, Aimia had CAD$1,096.6 million of tax losses available for carry forward that may be used to reduce taxable income in future years. [...] Aimia believes that effectively utilizing these tax losses through the improvement performance of its existing holdings and future holders will create shareholder value.”

• The strategic divestment of Bozzetto, a core, profitable asset, is driven by fundamental structural issues preventing cash upstreaming and tax loss utilization, indicating deep-seated operational and governance challenges within the conglomerate structure.

  “Aimia's decision to sell the core holding was driven by Bozzetto's inability to upstream its cash flow from operations to the parent level and by Aimia's inability to utilize its tax losses against Bozzetto's net income.”

• Aimia's reported 'first profit for equity holders in more than three years' for common shareholders is heavily influenced by a non-recurring CAD$53.8 million gain from a preferred share repurchase, while the overall corporation continues to report significant losses, suggesting a lack of sustainable operational profitability.

  “Aimia generated its first profit for equity holders in more than three years due to the solid performances of its core holdings and ongoing efforts to reduce holding company costs. ... Earnings (loss) attributable to equity holders of the corporation (6,9) ... Excess of preferred shares assigned value over consideration exchanged for repurchase 53,8”

• A substantial portion of the net proceeds from the Bozzetto disposal (CAD$142.6 million of CAD$265M-CAD$271M) is mandated for the repurchase of high-cost 9.75% Senior Unsecured Notes, limiting the capital available for discretionary, value-accretive growth investments.

  “The transaction is expected to generate net proceeds in the range of CAD$265 million to CAD$271 million... Consistent with the terms of its 9,75% Senior Unsecured Notes, Aimia is required following the sale of a core holding to offer to purchase all outstanding Senior Notes at par plus any accrued and unpaid interest. ... As at December 31, 2025 the principal value of Aimia's Senior Notes was CAD$142,6 million.”

• Management explicitly acknowledges long-standing operational inefficiencies and a persistent market undervaluation, with key strategic priorities including 'reducing its holding company costs' and 'reducing the discount of its share price to the intrinsic value of its businesses'.

  “Headquartered in Toronto, Aimia's strategy is centred on reducing its holding company costs, reducing the discount of its share price to the intrinsic value of its businesses, and redeploying capital to acquire controlling stakes in public and private companies that possess consistent earnings, generate free cash flow and have catalysts for growth.”

• Potential future dilution risk exists from 10,475,000 outstanding common share purchase warrants and up to 16,381,000 common shares reserved for the Long-Term Incentive Plan (LTIP), representing a significant overhang on existing common shareholders.

  “In October 2023, Aimia placed 10,475,000 common shares together with 10,475,000 common share purchase warrants ("Warrants")... The maximum number of shares reserved and available for grant and issuance under the LTIP is limited to 16,381,000 common shares.”