EXPLANATORY NOTES 5
Forward-Looking Statements 5
CORPORATE STRUCTURE 7
Name, Address And Incorporation 7
Intercorporate Relationship 7
GENERAL DEVELOPMENT OF THE BUSINESS 8
2025 Developments And Recent Developments In 2026 8
Listing on the JSE 8
The sale of Chem Italia S.R.L. ("Bozzetto") 8
Aimia and Mithaq Capital SPC ("Mithaq") confirm the termination of cooperation agreement 8
Aimia reached settlement with CRA and received a tax refund from Revenu Québec 8
Aimia confirmed the renewal of its normal course issuer bid 8
Aimia Confirmed election of directors 9
Changes to the Management and to the Board of Directors (the "Board") 9
Kognitiv filed a Notice of Intention to make a proposal under the BIA 9
Substantial Issuer Bid 9
2024 Developments 10
Changes to the Management and Board 10
Cooperation Agreement with Mithaq Capital 10
Normal Course Issuer Bid 11
PLM Earnout 11
Termination of Paladin Agreements 11
Settlement of Legal Disputes with Christopher Mittleman 11
Acquisition of Majority Stake in StarChem S.A 11
2023 Developments 12
Changes to the Management and Board 12
Trade X 12
Mithaq Take-Over Bid 12
Private Placement 12
Loans to Kognitiv Corporation 13
Acquisition of Cortland Industrial, LLC 13
Acquisition of Bozzetto 13
Acquisition of Tufropes 13
THE BUSINESS 14
Overview 14
Structure Of The Business 14
Holdings 14
Bozzetto 14
Cortland International 17
RISKS AND UNCERTAINTIES AFFECTING THE BUSINESS 21
Bozzetto 21
Market and Competition Risks 21
Supply Chain Risks 21
Regulatory Risks 22
Environmental & Sustainability Risks 22
Operational Risks 23
Occupational Health & Safety (OHS) Risks 23
Cybersecurity & Data Risks 23
Financial & Legal Risks 23
Global Trade & Tariff Risks 23
social & political instability risks 24
Cortland International 24
Market & Competition Risks 24
Operational & Supply Chain Risks 25
Regulatory & Environmental Risks 26
Financial, Legal, Trade & Cybersecurity Risks 26
Industry-Specific Risks 27
DESCRIPTION OF CAPITAL STRUCTURE 28
Common Shares 28
Preferred Shares 29
Series 1 Preferred Shares And Series 2 Preferred Shares 29
Series 3 Preferred Shares And Series 4 Preferred Shares 31 Normal Course Issuer Bid 32 Ratings 33 DIVIDENDS AND DISTRIBUTIONS 33 MARKET FOR SECURITIES 33 Trading Price And Volume 34Common Shares 34
Series 1 Preferred Shares 34
Series 3 Preferred Shares 35
Series 4 Preferred Shares 35
PRIOR SALES 36 DIRECTORS AND OFFICERS 36 Directors 36 Officers 37 Biographies 37 Cease Trade Orders, Bankruptcies, Penalties Or Sanctions 39Corporate Cease Trade Orders or Bankruptcies 39
Penalties or Sanctions 39
Personal Bankruptcies 40
Conflicts Of Interest 40 AUDIT COMMITTEE INFORMATION 40 Charter Of The Audit Committee 40 Composition Of The Audit Committee 40 Relevant Education And Experience Of The Members 40 Pre-Approval Policies And Procedures 40 Audit Fees 41 LEGAL PROCEEDINGS AND REGULATORY ACTIONS 41 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 41 NOTHING TO REPORT UNDER THIS SECTION. TRANSFER AGENT AND REGISTRAR 41 MATERIAL CONTRACTS 41 INTERESTS OF EXPERTS 42 ADDITIONAL INFORMATION 42 EXPLANATORY NOTESThe information in this Annual Information Form ("AIF") is stated as at December 31, 2025, unless otherwise indicated.
Unless otherwise indicated in this AIF, "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 STATEMENTSAimia 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, 2025 and 2024 (the "2025 MD&A").
This AIF contains statements that constitute "forward-looking information" within the meaning of Canadian securities laws ("forward-looking statements"), 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 AIF include, but are not limited to, statements with respect to the listing on the Johannesburg Stock Exchange, which may enhance Aimia's liquidity and accessibility for South African investors, would qualify Aimia for potential investments by South African pension funds, and will facilitate plans to acquire controlling interests in public companies, the closing of the Chem Italia S.r.l ("Bozzetto") transaction; the estimated net proceeds in Canadian dollars associated with the Bozzetto transaction, Aimia's expected tax treatment for the Bozzetto transaction and the potential use of its capital tax losses available to offset the capital gain; Aimia's potential use of its tax loss carryforwards; Cortland International's and Bozzetto's industry-specific risks, Aimia's current and future strategic initiatives, and new 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 2025 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 date on which they are made and we disclaim any intention and assume
no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
CORPORATE STRUCTURE NAME, ADDRESS AND INCORPORATIONAimia 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 1, 2017, the Corporation amalgamated with its subsidiary by way of a vertical short form amalgamation. On January 1, 2024, the Corporation amalgamated with another of its subsidiaries 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 RELATIONSHIPThe table below shows Aimia's main subsidiary, where it is 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, 2025. 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, 2025.
Subsidiary Where Is it Incorporated or Registered
Aimia OwnershipCortland International Inc. Canada 100%(1)
Chem Italia S.r.l Italy 94.18%(2)
Parent company of Aimia's Cortland International reporting and operating segment. Cortland International Inc was formed through an amalgamation of 1392479 B.C. Unlimited Liability Company with its subsidiary 1000372721 Ontario Inc., effective January 1, 2025.
Parent company of Aimia's Bozzetto reporting and operating segment. The remaining 5.82% is owned by the executive
management of the Bozzetto Group.
GENERAL DEVELOPMENT OF THE BUSINESSThe 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 2026
2025 DEVELOPMENTS AND RECENT DEVELOPMENTS IN 2026 LISTING ON THE JSEAimia announced the dual listing of its common shares on the Johannesburg Stock Exchange (JSE) effective February 24, 2026. The company trades under the share code "AII" and maintains its primary listing on the Toronto Stock Exchange (TSX). The inward listing on the JSE aligns with Aimia's strategy and may enhance shareholder value by increasing liquidity and accessibility for South African investors, qualifying for potential investments by South African pension funds, and by facilitating plans to acquire controlling interests in public companies.
The sale of Chem Italia S.R.L. ("Bozzetto")On February 9, 2026, Aimia announced it had entered into a definitive agreement to sell its interest in Chem Italia S.r.l. ("Bozzetto") to One Equity Partners, with estimated net proceeds in the range of $265 million to $271 million (translated from euro at an exchange rate of 1.613 as at February 6, 2026). The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory approvals. The transaction is not subject to approval from Aimia's shareholders under the Canada Business Corporations Act and applicable laws. Aimia currently does not expect to incur any income taxes on the transaction given its capital tax losses available to offset the capital gain. Following closing of the transaction, Aimia will be required to offer to purchase all outstanding senior notes at par plus accrued and unpaid interest. As at December 31, 2025, the principal value of the senior notes was $142.6 million.
Aimia and Mithaq Capital SPC ("Mithaq") confirm the termination of cooperation agreementOn December 9, 2025, Mithaq and Aimia agreed to terminate the Cooperation Agreement dated October 30, 2024 (the "Cooperation Agreement"). As a result of such termination, Mithaq no longer has certain nominations, pre-emptive and registration rights, nor is it subject to the standstill and voting provisions as provided for in the Cooperation Agreement.
Aimia reached settlement with CRA and received a tax refund from Revenu QuébecOn June 16, 2025, Aimia announced the successful resolution of its tax dispute with the Canada Revenue Agency (CRA) relating to a 2013 income tax audit of Aimia's former subsidiary, Aeroplan Inc. On September 2, 2025, Aimia confirmed that it received an amount of $29.3 million from the CRA as a tax refund. On November 25, 2025, Aimia received a tax refund of $8.8 million from Revenu Québec relating to the same income tax audit. No further amounts are expected in relation to this tax refund claim.
Aimia confirmed the renewal of its normal course issuer bidOn June 4, 2025, Aimia announced the approval of its normal course issuer bid (NCIB) by the Toronto Stock Exchange (TSX), as part of its strategy to enhance shareholder value. The NCIB allows Aimia to repurchase up to 5,906,629 common shares, representing 10% of the public float, from June 6, 2025, to June 5, 2026, through the TSX and alternative Canadian trading systems.
Aimia Confirmed election of directorsOn May 22, 2025, Aimia confirmed the election of the proposed slate of Director nominees at the Company's annual general meeting of shareholders. Elected directors included: Robert Feingold, Steven Leonard, Thomas Little, Muhammad Asif Seemab, and Rhys Summerton.
Changes to the Management and to the Board of Directors (the "Board")On January 29, 2025, Aimia announced the election of Rhys Summerton and Shahir Guindi to the Board of Directors of the Corporation.
On March 27, 2025, Aimia announced changes to the Management and to the Board, reflecting an Executive Succession Plan and a Board transition. The changes were aimed at optimizing the Board size, reducing costs, and improving decision-making efficiency.
The changes included the resignation of Tom Finke as Executive Chairman as part of a succession plan and the appointment of Rhys Summerton, as Executive Chairman. Steven Leonard was also named as a director on the Board. Robert Feingold was appointed as Chairman of the Human Resource and Compensation Committee and the Governance and Nomination Committee.
On the same date, Aimia also announced the resignations of Tom Finke, James Scarlett, Linda Habgood and Yannis Skoufalos from the Board. In addition, the activities of the Strategic Review Committee were transferred to the activities of the Board.
On April 15and 16, 2025, Aimia announced the resignations of Jordan Teramo and Shahir Guindi from the Board.
Kognitiv filed a Notice of Intention to make a proposal under the BIAOn December 12, 2024, Kognitiv filed a Notice of Intention to Make a Proposal ("NOI") pursuant to Section 50.4 of the Bankruptcy and Insolvency Act (Canada). On January 10, 2025, Kognitiv submitted a Proposal to all of its creditors pursuant to Part III of the Bankruptcy and Insolvency Act (Canada).
On February 17, 2026, the Ontario Superior Court of Justice rendered an order authorizing the distribution, to senior secured creditors of Kognitiv, including Aimia, of the net proceeds of certain escrow funds relating to the sale of Kognitiv's assets related to its SaaS loyalty technology.
On March 9, 2026, Aimia received $800,000, as the final distribution from Kognitiv associated with the Ontario Superior Court order of February 17, 2026. This is the final recovery relating to Aimia's exposure to Kognitiv.
Substantial Issuer BidOn February 4, 2025, Aimia announced the final results of its substantial issuer bid to purchase and cancel its preferred shares in exchange for 9.75% senior unsecured notes ("2030 Notes"). A total of 7,889,931 preferred shares were tendered, including 4,528,157 Series 1 shares, 660,174 Series 3 shares, and 2,701,600 Series 4 shares. Aimia issued $142,603,700 in principal amount of 2030 Notes in consideration for the tendered shares. The 2030 Notes bear interest at an annual rate of 9.75%, payable semi-annually, and will mature on January 14, 2030.
.
2024 DEVELOPMENTS Changes to the Management and BoardOn October 31, 2024, Aimia announced the nomination of Muhammad Asif Seemab as a Director. The nomination was consistent with the terms of the cooperation agreement that Aimia signed with its largest shareholder, Mithaq Capital as detailed below.
On July 10, 2024, Aimia announced the appointment of James Scarlett as Chair of the Strategic Review Committee of the Board and the appointment of Steven Leonard as President in addition to his role as Chief Financial Officer.
On June 26, 2024, Aimia announced that all seven of the nominees proposed for election to its Board of Directors listed in its management information circular dated May 27, 2024 were elected at the Corporation's Annual General Meeting, namely, Robert Feingold, Thomas Finke (Executive Chair), Linda S. Habgood, Thomas Little (Lead Independent Director), James Scarlett, Yannis Skoufalos and Jordan G. Teramo.
On June 6, 2024, Aimia announced the appointment of James Scarlett, as Director.
On February 29, 2024 (effective February 28, 2024), Aimia announced the following changes to Management and the Board of directors of the Corporation:
the appointment of Robert Feingold as Director;
the appointment of Linda Habgood as Chair of the Board's Human Resources and Compensation Committee;
the appointment of Yannis Skoufalos as Chair of the Board's Governance and Nominating Committee;
the resignation of Kristen Dickey as Director; and
the resignation of Suzanne Raftery Herbst as Chief Operating Officer.
On January 11, 2024, Aimia announced:
the appointment of Thomas Finke as Executive Chairman;
the resignation of Philip Mittleman as Chief Executive Officer and of Michael Lehmann as President; and
the nomination of Karen Basian as Lead Independent Director.
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 decision.
Cooperation Agreement with Mithaq CapitalOn October 31, 2024, Aimia signed a cooperation agreement (the "Cooperation Agreement") with Mithaq that resulted in the dismissal of all outstanding litigation between the Corporation and Mithaq, the appointment of two Mithaq nominees to Aimia's Board of Directors, the grant of customary pre-emptive and registration rights to Mithaq , the adoption of customary standstill provisions through March 31, 2026, and an undertaking from Mithaq to vote all of its common shares of Aimia's share capital (the "Common Shares") in favor of each of Aimia's management nominees for election to the Corporation's Board of Directors at Aimia's Annual General Meeting of shareholders to be held in 2025. As described above, the Cooperation Agreement was terminated during financial year 2025.
Normal Course Issuer BidOn June 4, 2024, Aimia received approval to purchase for cancellation up to 7,009,622 of its Common Shares, or 10% of the public float as at May 28, 2024, through the facilities of the TSX and through alternative Canadian trading systems (such as Alpha ATS), or by exempt offers or block purchases, during the period from June 6, 2024 to no later than June 5, 2025 (the "2024 NCIB"). In 2024, Aimia purchased 2,988,000 shares under the provisions of its NCIB. Through December 31, 2025, Aimia purchased for cancellation 2,779,900 shares under the provisions of its current NCIB, representing 47.1% of allowable shares.
PLM EarnoutOn May 29 2024, Aimia announced that it had received an earn-out of $32.9 million in cash in connection with the sale of its 48.9% stake in PLM Loyalty to Aeromexico. The proceeds were used to strengthen the company's balance sheet and support the company's planned normal course issuer bid.
Termination of Paladin AgreementsOn May 17, 2024, Aimia announced the termination of the existing agreements (the "Existing Paladin Agreements") related to various rights and obligations in favour of Paladin (and/or its affiliates and related parties) (collectively, the "Paladin Group") in Aimia's subsidiaries, Bozzetto Group ("Bozzetto", as further defined below in the section entitled Acquisition of Giovanni Bozzetto S.p.A.) and Cortland International ("Cortland", as further defined below in the section entitled Acquisition of Cortland Industrial, LLC).
Pursuant to the agreements between the Paladin Group and Aimia, Paladin and Aimia agreed to terminate the Paladin Agreements and settle all amounts due thereunder. In exchange for Paladin's carried interest in Bozzetto, Aimia issued 5,040,000 Common Shares of Aimia valued at $12.6 million at a price per share equal to $2.50. The exchange price per share was based on a five-day volume weighted average price as at May 6, 2024 of $2.35, which represented a premium of 6.4%. In addition, Aimia made a total cash payment of $10.3 million as consideration for the Cortland carried interests and for the termination of the advisory agreements with Paladin. The total consideration was $22.9 million.
Settlement of Legal Disputes with Christopher MittlemanOn April 12, 2023, Aimia commenced an action against Christopher Mittleman before the Ontario Superior Court, alleging that Christopher Mittleman had wrongfully disclosed confidential information to various Aimia shareholders relating to the acquisition and voting of Common Shares.
Mr. Christopher Mittleman counterclaimed against Aimia.
On January 3, 2024, Aimia announced that it had entered into a settlement agreement with Mr. Christopher Mittleman through which both Aimia and Mr. Christopher Mittleman agreed to dismiss all legal proceedings against each other.
Acquisition of Majority Stake in StarChem S.A.On January 3, 2024, Aimia announced that Giovanni Bozzetto S.p.A., its Bozzetto subsidiary,
acquired 65% of StarChem S.A. for $24.1 million, with a potential earn-out of up to $12.1 million1. The purchase price was funded entirely from Bozzetto's existing capex credit facility and Bozzetto's cash on hand. The executive management team of StarChem S.A. retained a collective minority stake of 35%.
2023 DEVELOPMENTS Changes to the Management and BoardOn November 27, 2023, Aimia announced the appointment of Suzanne Raftery Herbst as Chief Operating Officer.
On October 21, 2023, concurrent with a Private Placement, Thomas Finke and Yannis Skoufalos were appointed to the Board. Mr. Finke was also appointed as Chairman of the Board.
On September 25, 2023, Aimia announced the resignation of Jon Mattson as Director.
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 XOn 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.
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.
Mithaq Take-Over BidOn October 5, 2023, Mithaq Canada Inc. ("Mithaq Canada"), a wholly-owned subsidiary of Mithaq, formally commenced a take-over bid to acquire all of the issued and outstanding Common Shares of Aimia not already owned by Mithaq or its affiliates ("the Offer"). At the time the Offer was made, Mithaq held approximately 30.96% of the Common Shares. The Offer expired on February 15, 2024, as Mithaq did not ask for an extension of the Offer expiry time.
Private PlacementOn October 21, 2023, the Corporation completed a private placement (the "Private Placement") with strategic investors and issued 10,475,000 Common Shares together with 10,475,000 common share purchase warrants for total gross proceeds of $32.5 million. Each Common Share and accompanying
1 Based on USD/CAD of 1.3316 as at January 2, 2024.
common share purchase warrant was issued at $3.10 and each common share purchase warrant is exercisable at $3.70 per Common Share until October 20, 2028. The net proceeds from the Private Placement were used to fund the Corporation's operations over the following 12 to 24 months and to support the Corporation's strategic investment plans and other contingencies.
Loans to Kognitiv CorporationUp to September 15, 2023, Aimia advanced $4.5 million as a second secured promissory note to Kognitiv Corporation ("Kognitiv"), a B2B technology company of which Aimia is a minority shareholder. This $4.5 million loan was outstanding at December 31, 2023.
Subsequent to September 15, 2023, Aimia advanced $2.0 million to be included in a third secured promissory note. At December 31, 2023, $1.0 million of this advance was outstanding.
Acquisition of Cortland Industrial, LLCOn July 11, 2023, Aimia announced the acquisition by its Tufropes subsidiary of Cortland Industrial, LLC ("Cortland" and collectively with Tufropes (as defined below), "Cortland International") from Enerpac Tool Group Corp. ("Enerpac") for $26.6 million2. The purchase price was paid with cash on hand. After closing, Aimia received $1.5 million from Enerpac as a closing working capital and debt adjustment, taking this adjustment into account the net consideration paid was
$25.1 million.
Pursuant to this acquisition, the combined Tufropes-Cortland entities were rebranded on November 1, 2023 under the name of Cortland International.
Acquisition of BozzettoOn May 9, 2023, Aimia announced the closing of the acquisition of Bozzetto. Aimia invested
$257.8 million (€175.5 million) for an equity stake of 93.94% in Bozzetto. Bozzetto's executive management team invested $16.6 million (€11.3 million) of their after-tax proceeds alongside Aimia into the new investment structure, which represented a minority position of 6.06%. Aimia financed the purchase consideration including transaction costs of $12.7 million (€8.6 million) and the repayment of Bozzetto's existing senior debt with a combination of cash on hand and financing at the subsidiary level in the amount of $139.5 million (€95.0 million) at closing.
On February 9, 2026, Aimia announced it had entered into a definitive agreement to sell its interest in Bozzetto to One Equity Partners, with estimated net proceeds in the range of $265 million to
$271 million (translated from euro at an exchange rate of 1.613 as at February 6, 2026). The transaction is expected to close within 120 days.
Acquisition of TufropesOn March 17, 2023, Aimia announced the closing of the acquisition of Tufropes Pvt Ltd. as well as substantially all of the net assets of India Nets (collectively, "Tufropes") for the net purchase consideration of $238.2 million.3
2 Based on USD/CAD of 1.328 as of July 10, 2023
3 Total consideration of $257 million net of a favorable final working capital adjustment of $18.8 million.
THE BUSINESS OVERVIEWAimia Inc. (TSX: AIM; JSE: AII) is a diversified conglomerate focused on enhancing the value of its holdings. Headquartered in Toronto, Aimia's priorities include reducing holding company costs, increasing its intrinsic value, reducing the discount of its share price to the intrinsic value of its businesses, and redeploying capital to acquire controlling stakes in operating companies. For more information about Aimia, visit https://www.aimia.com.
The Corporation owns a selection of businesses which include: (i) a 94.18% stake in Bozzetto, one of the world's largest ESG-focused providers of sustainable specialty chemicals (although, as noted above, Aimia entered into a definitive agreement on February 9, 2026 to sell its interests in Bozzetto) ,
(ii) a wholly-owned investment in Cortland International, a global designer, manufacturer and supplier of technologically advanced ropes, nets, slings and tethers , and (iii) a 10.85% stake in Clear Media Limited, one of the largest outdoor advertising firms in China.
STRUCTURE OF THE BUSINESSAimia, through its own operations and those of its subsidiaries, currently operates three reportable and operating segments, namely Bozzetto (until the closing of the sale transaction occurs expected in the second quarter of 2026), Cortland International and Holdings. The structure of Aimia's business will change in 2026 given the Bozzetto transaction, as described above.
HoldingsThe Holdings segment includes the corporate costs of operating the holding company, Aimia's investments in Clear Media Limited, as well as minority investments in limited partnerships.
EmployeesOur business relies on highly skilled employees who are at the heart of Aimia's long-term business model. At the holding company level, Aimia had nine employees, and two contractors as of December 31, 2025.
FacilitiesIn Canada, Aimia directly leases office space in Toronto, Ontario, where its head office is located, and in Montreal, Quebec. All of the above leases are at market rates.
BozzettoBozzetto, headquartered in Filago, Italy, is a leading provider of sustainable specialty chemical solutions for textiles, dispersion, and water applications. Founded in 1919, Bozzetto has grown into a global player with sales in more than 90 countries with seven production facilities located in Italy, Spain, Poland, Turkey, Indonesia, and Honduras. With more than 100 years of experience, Bozzetto serves diverse markets, including textiles, home and personal care, agrochemicals, and construction, supported by a robust portfolio exceeding 2,000 products.
Bozzetto produces chemicalauxiliaries for the textile industry, the construction industry, the water treatment segment, the personal care industry, the agrochemical sector, and many others.
Bozzetto's business is divided in three (3) main sectors: (i) textile solutions, (ii) dispersion solutions, and (iii) water solutions.
Textile solutions (57.8% of 2025 Revenue)End Markets: Apparel & fashion, home textiles, safety & protection materials, and automotive.
Highlights: The sector is a high-value, service-driven business with a niche focus and a strong commitment to ESG principles, particularly in reducing water and energy consumption. Bozzetto is a global player with a complete product range with offerings covering the full textile chemical value chain. With more than 1,300 customers across approximately 70 countries, the segment supports the entire textile value chain with pre-treatment, dyeing, finishing, and garment care solutions. Products adhere to stringent standards such as ZDHC and OEKO-TEX®.
Dispersion solutions (32.5% of 2025 Revenue)End Markets: Plasterboard, concrete, agrochemicals, leather, and mining.
Highlights: Bozzetto is the #1 provider of plasterboard superplasticizers, NSC-based agrochemical dispersing agents, and ultra-low formaldehyde NSC solutions in EMEA. Known for its ESG leadership, the company offers the lowest formaldehyde and quinoline products, and it maintains long-term partnerships with leading plasterboard players.
Water solutions (9.7% of 2025 Revenue)End Markets: Home care, institutional cleaning, personal care, and industrial water treatment.
Highlights: Bozzetto is one of the main low-phosphorous and phosphonate players in Europe. The segment addresses rising demand for environmentally friendly detergents and personal care products while meeting increasing needs for potable, high-quality water and effective wastewater treatment solutions.
For information concerning Bozzetto's credit facilities, please refer to Aimia's consolidated Financial Statements for the year ending December 31, 2025, which are available on SEDAR+ at https://www.sedarplus.ca.
CompetitionBozzetto's competitive position is significantly bolstered by its highly fragmented yet loyal client base, with the top 25 clients accounting for less than 42% of its revenues, particularly within the Textile business unit.
The competitive landscape in the textile chemicals market is notably fragmented, with a clear distinction between commodity and specialty solutions. The market dynamics of its other operational fields, such as agrochemical crop protection, construction admixture, and water treatment, are influenced by factors like climate change, water scarcity, and technological advancements, all areas where the company has demonstrated adaptability and innovation. Compared to the global competitive landscape, the company distinguishes itself through portfolio breadth, innovation, ESG-based solutions, and product quality/reliability against local players.
EmployeesAs at December 31, 2025, Bozzetto had 596 employees. The total workforce was located in Italy (190), Spain (119), Indonesia (100), Turkey (93), Honduras (54), Poland (19), China (14), Germany (2),
and USA (5).
FacilitiesBozzetto is headquartered in Filago, Italy, and owns several manufacturing facilities:
Filago, Italy
Salcedo, Spain
Barcelona, Spain
Zabrze, Poland
Izmir, Turkey
Bandung, Indonesia
San Pedro Sula, Honduras
It has three additional production facilities through joint ventures (minority stake investments):
China
Colombia
Morocco
All manufacturing facilities operated by the company, excluding joint ventures, also include sales offices. In addition, the company has the following sales-only offices:
China
Germany
USA
Environmental, Health And SafetyBozzetto is committed to Quality, Health, Safety, and Environment, ensuring high product and service standards, minimal environmental impact, and a safe workplace. The company integrates advanced technologies, strict regulatory compliance, and continuous employee training to uphold these principles.
Environmental ResponsibilityReduction of polluting emissions through innovation and process optimization.
Strict compliance with international regulations and certifications.
Waste management prioritizing recycling and safe disposal, in line with the Basel and Stockholm Conventions.
The company meets ISO 50001 energy management standards, adheres to the EU Biocidal Products Regulation (BPR), and follows the European Green Deal's roadmap for emissions reduction and resource efficiency.
Sustainability and ESG LeadershipBozzetto actively invests in low-impact technologies, including water recycling systems and energy-efficient manufacturing. The company's wastewater treatment plants comply with local regulations and the Industrial Emissions Directive (IED).
Cortland InternationalCortland International is a global leader in the design and manufacture of high-performance synthetic fiber ropes, nets, slings, and tethers, serving Fishing & Aquaculture, Marine & Shipping, Industrial & Safety, Sport & Recreation, and Offshore Energy markets worldwide. With a diversified manufacturing footprint spanning India and the USA, Cortland International delivers a comprehensive portfolio of innovative, technology-driven solutions tailored for demanding applications. The company's competitive strength lies in its ability to integrate world-class design, material science, and manufacturing expertise to produce durable, high-performance solutions that meet the needs of customers operating in extreme environments. Cortland International's customer-centric approach is reinforced by its longstanding technical partnerships and commitment to continuous innovation.
Following the strategic acquisitions of Tufropes and Cortland Industrial in 2023, Cortland International has been systematically integrating operations, leveraging synergies in R&D, manufacturing, and sales to enhance its market leadership. While full integration is expected to be completed by the end of 2026, the company already operates as a single, cohesive business, with consolidated administrative, operational, and sales functions driving efficiency and alignment.
To best serve its diverse markets, Cortland International will continue to leverage its established brand equity, maintaining differentiated branding strategies where beneficial for customer engagement and market positioning.
Cortland International operates across two primary business sectors: (i) Ropes and (ii) Netting and other products. For the year ended December 31, 2025, netting and other products accounted for 22% of total sales, while ropes contributed 78%.
The company serves a diverse range of end markets, including Fishing & Aquaculture, Marine & Shipping, Industrial & Safety, Offshore Energy and Renewables, and other mission-critical applications such as aerospace and defense.
End Markets Fishing & AquacultureCortland International provides ropes and netting products specifically designed for higher strength and durability with lower weight and solidity in harsh marine environments.
Key Products: Aquatuf HDPE knotted netting, Aquamarine braided and knotless nets, Supertuf high-tenacity rope, HDPE twisted and knotted nets.
Materials: High-Modulus Polyethylene (HMPE), High-Density Polyethylene (HDPE), Nylon and innovative braided and twisted twine designs.
Certifications: Aqua structures certification for manufacturing quality, performance and reliability in aquaculture environments.
Maritime & ShippingCortland International delivers high-performance synthetic rope solutions engineered for critical marine and shipping applications. Combining Tufropes' robust product portfolio and Cortland Industrial's track record supplying HMPE ropes, Cortland International provides ropes designed for long-term performance under harsh environments, with superior strength, flexibility, and reliability. Key Products: Plasma, Toro, Tufflex high-tenacity ropes, a variety of higher-stretch tails for dynamic conditions, and specialty connecting hardware.
Certifications: Lloyd's Register, OCIMF, ISO 14929:2001, DNV-GL, ISO 9001, and ISO 14001
Industrial & SafetyCortland International designs and manufactures high-performance synthetic fiber rope and netting solutions to replace traditional steel chains, wires, and slings in demanding industrial and safety applications. By combining Tufropes' durable rope and netting technologies with Cortland Industrial's advanced engineered slings, Cortland International delivers lightweight, high-strength alternatives that improve safety, handling, reliability and operational efficiency.
Key Products: Plasma rope slings, Cortland Selantic and SRC round slings, SRS round slings, extender slings, Powerline and Nylotuf transmission ropes, Supertuf high-tenacity rope, triple-layer braided and twisted safety nets, as well as several industrial PP and HMPE winch ropes.
Certifications: ISO 14929:2001, ISO 9001, ISO 14001, ISO 5175:2014.
Offshore Energy
Built for long-term performance in harsh conditions and abrasive environments, Cortland Industrial's synthetic solutions are up to 86% lighter than steel ropes, offering substantial savings in transportation, storage, and setup costs.
Key Products: Cortland Selantic endless tethers, Selantic heavy lift round slings, BOB and Plasma 12x12 winch ropes, and tow cables.
OtherCortland International offers advanced manufacturing technologies to solve mission-critical applications for a range of aerospace, sports, defense, and safety customers. These products combine aesthetic appeal with superior performance and durability, meeting the demands of both high-visibility and high-stress environments.
Key Products: Aerostat tethers, Gym, recreation, and climbing ropes, sporting nets, baler twine, bird netting, theatrical rigging, synthetic connectors, and bespoke extruded cables utilizing high-performance fibers including Vectran, Zylon (PBO), and Technora.
Third-Party DebtCortland International has no third-party debt. For details on Cortland's financials, please refer
to Aimia's consolidated financial statements for the year ending December 31, 2025, available on SEDAR+ at https://www.sedarplus.ca.
CompetitionCortland International competes in a highly specialized global market, contending with established players in synthetic fiber rope, netting, and industrial slings. WireCo WorldGroup/Lankhorst and Bexco offer both steel and synthetic rope technologies to offer high-performance solutions across multiple industries. Samson Rope Technologies is more focused on synthetic ropes, serving marine, industrial, and energy markets, while Garware Technical Fibres is a global player focused on aquaculture nets and ropes.
Other notable competitors include Yale Cordage/I&I Sling, which specializes in synthetic ropes and high-performance round slings for utility, industrial, arborist, and yachting applications, and DSR Ropes, a Korean manufacturer providing synthetic class 1 and class 2 ropes for global markets.
Cortland International differentiates itself through strong R&D capabilities, application expertise, and a globally coordinated approach to innovation. With 5 full-time R&D personnel, the company optimizes technical resources and equipment to drive advancements in rope materials, performance, and safety solutions.
Cortland's vertically integrated production and application-driven R&D allow for tailored solutions in high-performance fiber technology, advanced rope testing, and safety-critical applications. These capabilities position the company competitively against both traditional fiber rope manufacturers and hybrid steel/synthetic competitors.
EmployeesAs at Dec 31, 2025, Cortland International had 1,780 employees, distributed across its production (1,603), sales and administrative (177) functions. The total workforce is located in India (1,682), USA (90), Canada (3), and other (5).
FacilitiesCortland International's head office is in Toronto, Ontario4, with administrative offices in Anacortes, USA and Mumbai, India. The company's manufacturing facilities are located in:
United States:Anacortes, Washington4
Stafford, Texas4
India:Two facilities located in Indore, Mashhad Predesh, Special Economic Zone ("SEZ")5
Vadodara, province of Gujarat5
Masat, province of Dadra and Nagar Haveli5
4Leased facilities.
5Owned facilities.
Environmental, Health And SafetyCortland International is committed to sustainable manufacturing practices across its global operations. Its synthetic ropes and nets, produced from polypropylene, nylon, and polyester, undergo a controlled manufacturing process that ensures efficient resource utilization and minimized environmental impact. The company implements stringent chemical management and pollution control measures to prevent soil and water contamination from fiber extrusion, treatment, and coatings.
As part of the Tufropes & Cortland Industrial acquisition, an independent third-party Environmental, Health, and Safety assessment was conducted across their production facilities, evaluating both historical and current practices. While no material compliance issues were found, Cortland is actively standardizing EHS policies across its Indian and U.S. operations to enhance workplace safety, environmental responsibility, and regulatory compliance.
Cortland's global environmental compliance includes:
ISO 14001 certification across production facilities, ensuring environmental management best practices.
Compliance with local environmental protection laws in India and the U.S., with a focus on emissions control, waste management, and resource optimization.
Sustainability & Resource ManagementCortland International integrates responsible resource management into its operations. In India, a Green Scorecard system tracks key environmental performance metrics, which are reviewed and monitored monthly to drive continuous improvements in energy efficiency, emissions reduction, and waste management.
Hazardous waste handling is strictly regulated, with designated plant authorities overseeing storage, disposal, and compliance with government pollution control regulations. The company adheres to the Basel Convention for hazardous waste disposal, ensuring safe and sustainable practices.
Health & Safety ComplianceCortland International operates in a highly regulated industry, ensuring full compliance with global trade, labor, and safety standards. Its key health & safety initiatives include:
Workplace safety & training programs, fully aligned with OSHA standards in the U.S. and corresponding Indian regulations.
Regular third-party EHS audits to identify, assess, and mitigate risks, ensuring continuous improvement in safety practices.
By integrating global best practices and continuous EHS improvements, Cortland International reinforces its commitment to sustainability, safety, and regulatory excellence.
RISKS AND UNCERTAINTIES AFFECTING THE BUSINESS BozzettoBozzetto operates in the specialty chemicals sector, serving diverse end markets through three primary business segments: Textile Solutions, Dispersion Solutions, and Water Solutions. As a global company with manufacturing operations across multiple regions, Bozzetto is exposed to a range of risks, including market and competition, supply chain issues, strategic challenges, regulatory changes, environmental and sustainability factors, operational obstacles, cybersecurity and data threats, financial and legal uncertainties, and geopolitical and trade policies.
Market and Competition RisksBozzetto operates in highly competitive specialty chemicals markets, where demand dynamics, pricing pressures, and customer preferences significantly impact business performance.
Textile SolutionsIncreasing demand for sustainable materials and less impacting products is reshaping the textile chemicals market. Regulatory shifts (e.g., REACH, ZDHC, and the EU Green Deal) impose stringent environmental requirements, driving a shift toward biodegradable and low-impact chemistry.
Dispersion SolutionsThe construction and agriculture markets are key demand drivers for dispersion chemicals. Market cyclicality, particularly in building materials, can lead to fluctuating demand. Additionally, trade restrictions on raw materials like naphthalene might affect pricing and availability.
Water SolutionsIncreased focus on water conservation, treatment, and safety is a growth driver, but evolving water quality regulations (e.g., EU Water Framework Directive) create challenges in compliance and innovation. Bozzetto's products serve as key ingredients in detergents and water treatment solutions, primarily for industrial plants and geothermal applications. In the detergent market, it faces competitive pressure from Chinese and Indian manufacturers, which could lead to price wars and margin compression.
Supply Chain RisksBozzetto relies on a complex global supply chain for critical raw materials, making it susceptible to disruptions, price volatility, and geopolitical factors. Ongoing instability in the Middle East has disrupted global energy markets and may adversely affect Bozzetto's business, financial condition, and results of operations.
Textile SolutionsBozzetto sources over 400 products from a fragmented network of vendors. However, key raw materials such as ethylene oxide (derived from crude oil), Sulphur Black (primarily sourced from China), and titanium dioxide (subject to EU anti-dumping tariffs on Chinese imports) face supply chain risks related to price fluctuations, logistics disruptions, and trade barriers.
Dispersion SolutionsDependence on sulfuric acid (critical for mining and various industrial applications) and naphthalene (affected by recent steel/coke plant closures in Europe) exposes the business to supply shortages and price volatility. Additionally, methanol price fluctuations impact formaldehyde derivatives used in dispersion formulations.
Water SolutionsThe phosphorus-based raw material market is highly concentrated in China, making phosphoric acid and HEDP supply chains vulnerable to geopolitical tensions and trade restrictions.
Regulatory RisksAs a global chemical manufacturer, Bozzetto operates within a complex and evolving regulatory landscape that presents several risks.
Stringent Chemical Regulations European Union (EU)Compliance with regulations such as the Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH), the Seveso III Directive, and the Best Available Techniques (BAT) conclusions necessitates substantial investment in compliance measures, emissions control, and safety protocols. As these regulations evolve, Bozzetto may face increased compliance costs and operational adjustments to meet stricter environmental and safety standards.
Local Regulatory Frameworks Permitting ChallengesLocal regulations governing industrial waste treatment, air emissions, and hazardous material storage require ongoing monitoring and reporting. Changes in these regulations can lead to increased compliance costs or operational constraints.
Environmental & Sustainability RisksBozzetto's operations involve hazardous chemicals, industrial wastewater management, and air emissions, which present environmental risks:
Climate Change PoliciesCarbon taxation, stricter emissions targets, and sustainability mandates could impose higher compliance costs.
Wastewater Treatment LiabilitiesAny revocation of existing discharge derogations could necessitate capital-intensive upgrades to on-site wastewater treatment plants.
Operational Risks Aging Infrastructure & Asset IntegritySome sites require seismic compliance upgrades, asbestos removal, and storage tank replacements to meet modern safety and regulatory standards.
Occupational Health & Safety (OHS) RisksExposure to carcinogenic, mutagenic, and toxic substances (e.g., formaldehyde, acrylamide) necessitates stringent safety protocols. Machine Safety & Explosion Prevention: Compliance with ATEX (explosive atmospheres) safety requirements to mitigate fire and explosion risks.
Cybersecurity & Data RisksAs a global chemical producer, Bozzetto manages sensitive intellectual property (IP), supply chain data, and regulatory compliance systems. Cybersecurity threats include:
Industrial CyberattacksRansomware, data breaches, or supply chain cyber risks could disrupt operations.
Regulatory ComplianceBozzetto must comply with GDPR (General Data Protection Regulation) and cybersecurity laws in multiple jurisdictions. The company works closely with internal and external advisors to ensure its policies remain up to date with all applicable regulations.
Financial & Legal Risks Foreign Exchange & Interest Rate FluctuationsGiven its global sales footprint, currency volatility affects raw material costs and profitability.
Litigation RisksPotential claims related to worker safety, environmental liabilities, or contract disputes could result in financial exposure.
Global Trade & Tariff Risks Tariff Policies & Trade BarriersImport/export restrictions or Tariffs may affect sourcing and commercial strategies.
Geopolitical InstabilityChina's dominance in phosphorus-based chemicals, Middle Eastern energy price fluctuations, Russia-Ukraine supply chain disruptions, the Red Sea crisis, and other geopolitical events may pose uncertainties in material costs and logistics.
SOCIAL & POLITICAL INSTABILITY RISKS
Bozzetto operates with a global production and commercial footprint, including facilities and customer bases in emerging markets. These regions are more prone to social unrest, political instability, labor disputes, and abrupt regulatory or economic disruptions, which can adversely affect both Bozzetto's operations and the activity levels of its customers.
CORTLAND INTERNATIONALCortland International is a global leader in designing and manufacturing high-performance synthetic fiber ropes, nets, slings, and tethers, serving diverse markets such as marine and shipping, fishing and aquaculture, industrial and safety, oil & gas and renewables, and other specialized industries. With manufacturing operations in both the USA and India, the company is exposed to a range of risks, including market and competition dynamics, operational obstacles, regulatory and environmental factors, financial and legal uncertainties, geopolitical and trade policies, cybersecurity and data threats, and industry-specific aspects.
Market & Competition Risks Competitive Pressure & Market Evolution Shift Toward HMPE RopesThe high-modulus polyethylene (HMPE) rope market is undergoing rapid growth, attracting a growing number of market participants and intensifying competition. This expansion raises the risk of market saturation, as numerous players compete for share in both established and emerging applications. For companies like Cortland, maintaining competitiveness in this evolving landscape requires sustained investment in research and development, with a focus on delivering differentiated, high-performance products that also meet increasing environmental expectations.
In parallel with the crowding of the industry, studies have highlighted environmental risks associated with the use of synthetic ropes in marine settings, particularly for HMPE. As these ropes degrade through routine wear and tear, they can release substantial quantities of microplastic fragments into marine ecosystems. Experimental studies have shown that synthetic ropes may release relatively limited quantities of microplastic particles when new, but emissions can increase as ropes degrade with use. While these findings are based on limited datasets and may vary depending on material and operating conditions, they indicate a potential for higher emissions as products age.
Geographic Market Concentration
While the India Business Unit exports to over 90 countries, approximately 40% of its sales are generated in the local market. Similarly, the USA Business Unit remains heavily reliant on the U.S. market. As a result, just over 50% of the Group's total sales are concentrated in India and the United States. This geographic concentration exposes the Group to potential risks stemming from economic downturns or changes in trade policies in these key markets. Nevertheless, the USA Business Unit benefits from a diversified exposure across multiple end markets, many of which are influenced more by global macroeconomic trends (e.g., Oil & Gas) than by domestic U.S. factors.
Pricing & Cost Competitiveness Raw Material Price VolatilityCortland relies on high molecular weight polyethylene, nylon, polyester, and mono and multifilament polypropylene fibers and feedstock, which are primarily sourced from India, China, and the US. These materials are predominantly petroleum-derived, meaning their prices are closely tied to global oil markets and subject to volatility driven by energy price fluctuations, OPEC supply decisions, and macroeconomic conditions. This dependence exposes the company to supply chain disruptions, price fluctuations, trade restrictions, tariff changes, and geopolitical risks that could impact cost structures, production schedules, and profitability.
Ongoing instability in the Middle East has disrupted global energy markets and may continue to adversely affect Cortland's business, financial condition, and results of operations. Cortland's manufacturing processes and logistics operations depend on a stable and cost-effective supply of petroleum-based feedstocks, natural gas, and fuel. Prolonged conflict or further escalation in the region or globally could result in sustained increases in energy costs, tighter feedstock availability, and heightened freight expenses across both domestic and international supply chains, each of which could negatively affect the Company's operating margins.
End-Market Price SensitivitySeveral of Cortland's key end markets, including fishing, aquaculture, and industrial safety, are highly price-sensitive. As a result, the Company's ability to pass through increases in raw material, energy, freight, or other input costs may be limited without risking reduced demand, volume loss, or loss of market share. In periods of sustained cost inflation or intensified competitive pressure, this dynamic may compress margins and adversely affect the Company's financial performance.
Operational & Supply Chain Risks Supply Chain & Production Risks Limited Manufacturing FlexibilityCortland's reliance on India for production of lower end commodity ropes and nets reduces its ability to shift production in response to disruptions in that country. Similarly, Cortland's US plants, due to the higher cost of labour, primarily manufacture higher end ropes and slings. The ability to transfer production from the one country to the other is limited, although, through integration the Company has started to redeploy production of higher end ropes to India.
Logistics & Trade VulnerabilitiesCortland's dependence on exports exposes it to freight cost fluctuations, regional conflicts affecting trade routes, trade restrictions, and port delays, as well as a growing international exposure vulnerability to changing trade agreements.
Quality & Reputational Risks Mission-Critical ApplicationsCortland's products are used in high-risk environments (e.g., offshore mooring, fish farming, aerospace, defense, and industrial safety). Any product failure could lead to financial liability,
reputational damage, and lost contracts.
Certification & Compliance RisksCustomers demand strict compliance with industry-specific standards (e.g., MEG4 for marine, aerospace certifications, and oil & gas safety standards). The inability to comply with current and evolving standards could limit market access.
Regulatory & Environmental Risks Compliance with Environmental & Industrial Regulations Regulatory ComplexityOperating in India and the U.S. requires compliance with varied environmental, emissions, waste handling, and occupational safety regulations. Evolving EU Green Deal standards for products sold to the EU countries and U.S. carbon policies may further increase compliance costs.
Waste & Air Emissions ComplianceSome facilities require upgrades to air pollution control systems (APCDs) and wastewater treatment to comply with stricter local and international regulations.
Emerging Global RegulationsEvolving regulations and standards may introduce additional operational costs or impose restrictions on production and services in certain regions, requiring businesses to adapt to new compliance requirements and market conditions.
Sustainability & ESG Risks ESG RisksAs societal concerns around environmental, social, and governance (ESG) issues grow, companies may face reputational challenges and business limitations in global markets, even in the absence of formal regulations. Stakeholder expectations, including those from investors, customers, and supply chain partners, could influence market access and competitiveness, regardless of regulatory mandates.
High Energy-Intensive ProcessesSynthetic fiber production requires significant energy and may be affected by carbon taxes and energy price fluctuations.
Financial, Legal, Trade & Cybersecurity Risks Foreign Exchange & Capital Constraints Currency VolatilityCortland's international sales expose the company to foreign exchange fluctuations affecting profitability.
Access to CapitalInvestments in manufacturing expansion, R&D, or sustainability initiatives may require external funding, and limited access to capital could hinder growth plans.
Legal & Trade Global Trade & Tariff RisksOngoing global trade tensions and the potential for trade wars could create challenges and cost increases for importing goods into both the U.S. and India, as well as exporting from these markets to other regions. Tariffs, trade restrictions, and supply chain disruptions may impact Cortland's cost structure, competitiveness, and ability to fully realize its growth potential in international markets.
Cybersecurity & Data Risks Increased Cyber ThreatsAs Cortland expands digitally, its data security, intellectual property, and operational systems are increasingly vulnerable to cyberattacks, data breaches, and ransomware threats.
Regulatory Compliance in Data ProtectionCompliance with U.S. (CCPA), EU (GDPR), and Indian data protection laws requires ongoing investment in cybersecurity infrastructure.
Industry-Specific Risks Fishing & Aquaculture Environmental & Fishing Regulationsnets.
New sustainability mandates and fishing quotas could impact demand for synthetic ropes and
Dependence on Seafood Industry GrowthEconomic downturns or shifts toward alternative proteins could reduce aquaculture industry expansion.
Marine & Shipping Slow Adoption of New TechnologiesWhile HMPE ropes are replacing steel, some maritime sectors remain slow to transition, limiting market penetration opportunities.
Energy & Renewables Cyclical Industry ExposureDemand for synthetic ropes in the oil & gas sector is closely tied to drilling activity and
commodity price fluctuations, which are inherently volatile. Additionally, environmental and sustainability concerns are increasingly influencing industry dynamics, potentially leading to regulatory restrictions, shifting investment priorities, and long-term demand uncertainty for traditional energy sectors.
Renewable Energy RiskWhile investment in renewables has grown significantly in recent decades due to environmental concerns and policy support, ongoing questions about reliability, energy storage, and cost-effectiveness may impact long-term demand. Any policy shifts, technological setbacks, or changes in energy market dynamics could slow the sector's growth, potentially affecting companies reliant on renewable energy-related industries.
Industrial & Safety High Certification BarriersIndustrial safety applications require stringent technical approvals, increasing barriers to entry and product development timelines.
Aerospace & Defense Industry RiskThe sector is highly cyclical, with demand fluctuations driven by government budgets, geopolitical tensions, and economic conditions. As a mission-critical industry, stringent safety, performance, and regulatory requirements create high entry barriers and compliance costs. Additionally, national security concerns can lead to export restrictions, trade controls, and shifting defense priorities, potentially limiting market opportunities and impacting supply chain stability.
DESCRIPTION OF CAPITAL STRUCTUREThe authorized capital of Aimia consists of an unlimited number of Common Shares issuable in series and an unlimited number of preferred shares (the "Preferred Shares") issuable in series.
The summary below of the rights, privileges, restrictions and conditions attaching to the securities of Aimia does not purport to be complete and is subject to, and qualified by reference to, Aimia's articles and by-laws.
COMMON SHARESEach Common Share shall entitle the holder thereof to one (1) vote at all meetings of shareholders of Aimia (the "Shareholders") (except meetings at which only holders of another specified class of shares are entitled to vote, pursuant to the provisions of the CBCA).
The holders of Common Shares shall be entitled to receive, as and when declared by the directors of Aimia, subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and to any other class of shares ranking senior to the Common Shares, dividends which may be paid in money, property or by the issue of fully paid shares in the capital of Aimia.
In the event of the liquidation, dissolution or winding-up of Aimia, whether voluntary or involuntary, or other distribution of assets of Aimia among Shareholders for the purpose of winding up
its affairs, subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and to any other class of shares ranking senior to the Common Shares, the holders of Common Shares shall be entitled to receive the remaining property of Aimia. In the event of an insufficiency of property and assets to pay in full the amounts which the holders of Common Shares are entitled to receive upon such liquidation, dissolution or winding-up, the holders of Common Shares shall participate among themselves in accordance with the amounts to which they are respectively entitled upon such liquidation, dissolution or winding-up.
PREFERRED SHARESThe directors of Aimia may, at any time and from time to time, issue the Preferred Shares in one
(1) or more series, each series to consist of such number of shares as may, before issuance thereof, be determined by the directors. The directors may from time-to-time fix, before issuance, the designation, rights, privileges, preferences, restrictions, conditions and limitations attaching to the Preferred Shares of each series, the whole subject to the issuance of a certificate of amendment in respect of articles of amendment in the prescribed form to designate a series of shares.
The holders of the Preferred Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of Aimia other than (a) as provided for in the CBCA, and (b) as have been provided for in the rights, privileges, restrictions and conditions attached to the Series 1 Preferred Shares, the Series 2 Preferred Shares, the Series 3 Preferred Shares, the Series 4 Preferred Shares or as may be provided for in the rights, privileges, restrictions and conditions attached to any series of preferred shares created by the Board of Directors, but in such cases, voting rights shall be attached to the preferred shares of such series if, and only if, Aimia fails to pay a certain number of dividends, as set out in such rights, privileges, restrictions and conditions.
The holders of the Preferred Shares shall be entitled to receive, as and when declared by the directors of Aimia, in preference and priority to any dividends on the Common Shares of Aimia and any other shares of Aimia ranking junior to the Preferred Shares, dividends which may be paid in money, property or by the issue of fully paid shares in the capital of Aimia.
In the event of the liquidation, dissolution or winding-up of Aimia or other distribution of assets of Aimia among Shareholders for the purpose of winding-up its affairs, the holders of the Preferred Shares shall, before any amount shall be paid to or any property or assets of Aimia distributed among the holders of the Common Shares or any other shares of Aimia ranking junior to the Preferred Shares, be entitled to receive an amount equal to the consideration received by Aimia upon the issuance of such shares together with, in the case of cumulative Preferred Shares, all unpaid cumulative dividends (which, for such purpose, shall be calculated as if such cumulative dividends were accruing from day to day for the period from the expiration of the last period for which cumulative dividends have been paid, up to and including the date of distribution) and, in the case of non-cumulative Preferred Shares, all declared and unpaid non-cumulative dividends, but shall not be entitled to share any further in the distribution of the property or assets of Aimia.
SERIES 1 PREFERRED SHARES AND SERIES 2 PREFERRED SHARESHolders of the Series 1 Preferred Shares were entitled to receive fixed cumulative preferential cash dividend, as and when declared by the Board of Directors of Aimia, payable quarterly on the last business day of each of March, June, September and December at an annual rate of 6.50%, or $1.625 per Series 1 Preferred Share, for the initial five-year period ending on March 31, 2015. The dividend rate was reset on March 31, 2015, and again on March 31, 2020, and will be reset every five years thereafter at a rate equal to the sum of the five-year Government of Canada bond yield plus 3.75%. On
March 3, 2025 Aimia announced that the annual dividend rate is now 6.281% until March 31, 2030. On March 31, 2015, and on each March 31 every fifth year thereafter, Aimia may, at its option, redeem the Series 1 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 1 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. The Series 1 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 1 Preferred Shares. On February 25, 2025, Aimia announced that due to the results of its Substantial Issuer Bid completed on January 30, 2025, where an aggregate of 4,528,157 Series 1 Shares were tendered in consideration for 9.75% senior unsecured notes, there are currently 606,658 Series 1 Shares outstanding. In accordance with the terms of the Series 1 Shares, as there are less than 1,000,000 Series 1 Shares outstanding, none of the Series 1 Shares were eligible for conversion into Series 2 Preferred Shares on March 31, 2025 (since any such conversion would result in less than 1,000,000 Series 2 Shares being outstanding).
Holders of the Series 2 Preferred Shares are entitled to receive quarterly floating rate cumulative preferred cash dividends, as and when declared by the Board of Directors of Aimia, payable on the last business day of each of March, June, September, and December in each year. On any Series 2 Conversion Date (as hereinafter defined) on and after March 31, 2020, Aimia may, at its option, redeem the Series 2 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 2 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. On any date after March 31, 2015, that is not a Series 2 Conversion Date (as hereinafter defined), Aimia may, at its option, redeem all or any part of the outstanding Series 2 Preferred Shares by the payment of an amount in cash of $25.50 per Series 2 Preferred Share together with all declared and unpaid dividends to but excluding the redemption date. The Series 2 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 2 Preferred Shares. On February 25, 2020, Aimia announced that it did not intend to exercise its right to redeem all or any number of the currently outstanding Series 2 Preferred Shares on March 31, 2020. As a result of its decision not to redeem all or any number of the Series 2 Preferred Shares, and subject to certain conditions set out in the rights, privileges, restrictions and conditions attaching to such shares, the holders of the Series 2 Preferred Shares had the right to convert all or any number of their Series 2 Preferred Shares, on a one-for-one basis, into Series 1 Preferred Shares on March 31, 2020. On March 17, 2020, Aimia announced that all of the Series 2 Preferred Shares would be converted into Series 1 Preferred Shares, since there would be fewer than 1,000,000 Series 2 Preferred Shares outstanding on March 31, 2020, after having taken into account all Series 2 Preferred Shares tendered for conversion into Series 1 Preferred Shares. As of the date hereof, there is no holder of Series 2 Preferred Shares.
In the event of the liquidation, dissolution or winding-up of Aimia or any other distribution of assets of Aimia among its Shareholders for the purpose of winding-up its affairs, subject to the prior satisfaction of the claims of all creditors of Aimia and of holders of shares of Aimia ranking prior to the Series 1 Preferred Shares and the Series 2 Preferred Shares, the holders of Series 1 Preferred Shares and Series 2 Preferred Shares will be entitled to payment of an amount equal to $25.00 per share, plus an amount equal to all declared and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required to be deducted and withheld by Aimia), before any amount may be paid or any assets of Aimia are distributed to the registered holders of any shares ranking junior to the Series 1 Preferred Shares and the Series 2 Preferred Shares. After payment of such amounts, the holders of Series 1 Preferred Shares and Series 2 Preferred Shares will not be entitled to share in any further distribution of the assets of Aimia.
Subject to applicable law, holders of Series 1 Preferred Shares and Series 2 Preferred Shares, in their capacity as holders thereof, will not be entitled to receive notice of, or to attend or to vote at any meeting of Aimia's Shareholders, unless and until Aimia fails to pay dividends for any eight quarters. In the event that Aimia has not paid the dividends accrued and payable for any eight quarters, whether

