Certificate of Amalgamation 2025 Information Circular Schedule 1 Schedule 1 Supplement

For access to the Company’s annual and interim financial reports and presentations please visit our archive.

Financial Reports

Aimia’s Board is responsible for the stewardship of the Corporation and its business, and is accountable for the performance of the Corporation.

The Board shall establish the overall policies for the Corporation, monitor and evaluate the Corporation’s strategic direction, and retain plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, in addition to the duties of directors of a Canadian corporation as prescribed by applicable laws, the Board shall supervise the management of the business and affairs of the Corporation with a view to evaluate, on an ongoing basis, whether the Corporation’s resources are being managed with integrity and in a manner consistent with ethical considerations and stakeholders’ interests and in order to enhance shareholder value.

In discharging their duties, directors must act honestly and in good faith, with a view to the best interests of the Corporation. Directors must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Without limiting the Board’s governance obligations, general Board responsibilities shall include the following:

• discussing and developing the Corporation’s approach to corporate governance, with the involvement of the Governance and Nominating Committee;
• declaring and approving dividends paid by the Corporation;
• reviewing and approving management’s strategic and business plans on an annual basis, including developing an in-depth knowledge of the business, understanding and questioning the plans’ assumptions, and reaching an independent judgment as to the probability that the plans can be realized;
• monitoring corporate performance against the strategic business plans, including reviewing operating results on a regular basis to evaluate whether the business is being properly managed;
• appointing the Chief Executive Officer and developing his or her position description with the recommendation of the Governance and Resources Committee;
• reviewing, through the Human Resources and Compensation Committee, succession plans for the Chief Executive Officer and for the Corporation’s senior executives;
• reviewing, through the Human Resources and Compensation Committee, the compensation of the Chief Executive Officer;
• identifying the principal risks of the Corporation’s businesses and ensuring the implementation of appropriate systems to manage these risks;
• ensuring that appropriate structures and procedures are in place so that the Board and its Committees can function independently of management;
• ensuring the proper and efficient functioning of the Committees of the Board;
• providing a source of advice and counsel to management;
• reviewing and approving key policies developed by management;
• reviewing, approving and, as required, overseeing compliance with the Corporation’s public disclosure policy;
• overseeing the Corporation’s disclosure controls and procedures;
• monitoring, through the Audit, Finance and Risk Committee, the Corporation’s internal controls;
• ensuring that the Corporation’s senior executives possess the ability required for their roles, are adequately trained and monitored;
• ensuring that the Chief Executive Officer and the other senior executives have the integrity required for their roles and the capability to promote a culture of integrity and accountability within the Corporation;

Biographies and further information about our Board of Directors can be found here:

Directors Board Charter

Full details about Aimia’s approach to governance can be found at:

Board Committees Mandates, Policies and Terms of Reference Board Responsibiliites

Aimia is incorporated in Canada (Company number: 1563505-5)
The majority of the Group’s turnover is derived from the operations of its holding in India.

Aimia trades on AIM under the ticker “AII.” The Company is also listed on the TSX under the ticker “AIM” and on the JSE under the ticker “AII”.

Aimia is not subject to the UK City Code on Takeovers and Mergers. As a company incorporated in Ontario and listed on the TSX, takeover bids are regulated by Canadian law.

Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules for bids made to security holders in various jurisdictions in Canada.

In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territory.

As Aimia is incorporated in Canada, shareholders’ rights may be different from the rights of shareholders in a UK incorporated company.

Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its Shareholders’ interests in three percent or more of the Common Shares and changes thereto (of any movements through a percentage point upwards or downwards).

The information above is being disclosed for the purposes of AIM Rule 26 and was last updated 8 September 2026.

There are no restrictions on the transfer of Aimia shares.

Aimia’s announcements and news releases are available here.