aimia 2012 agm - english

2012 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERSMay 4, 2012

ROBERT BROWNChairman

BOARD OF DIRECTORS

3

• Robert Brown (Chairman)

• Roman Doroniuk

• Rupert Duchesne

• Joanne Ferstman

• Michael Fortier

• John Forzani

• David Laidley

• Douglas Port

• Alan Rossy

Left to right: Alan Rossy, Rupert Duchesne, Joanne Ferstman, John Forzani, Hon. Michael Fortier, Douglas Port, Robert Brown, David Laidley, Roman Doroniuk

Annual and Special Meeting of Shareholders

• Solid performance in 2011

• Strong balance sheet

• Demonstrated solid cash flow over the past 6 years

• Attractive dividend

• Share buyback

INVESTMENT HIGHLIGHTS

4Annual and Special Meeting of Shareholders

• Formal Part of the Meeting

• Financial Highlights

• Strategic Overview

• Q&A

• Closing Remarks

TODAY’S AGENDA


FORMAL PART OF THE MEETING

Forward-looking statements are included in the following presentations. These forward-looking statements are identified by the use of terms andphrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar terms andphrases, including references to assumptions. Such statements may involve but are not limited to comments with respect to strategies, expectations,objectives, goals, aspirations, intentions, planned operations or future actions.

Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts,predictions or forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of thebusiness and its corporate structure. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons,including without limitation, dependency on top accumulation partners and clients, conflicts of interest, greater than expected redemptions for rewards,regulatory matters, retail market/economic conditions, industry competition, Air Canada liquidity issues, Air Canada or travel industry disruptions,airline industry changes and increased airline costs, supply and capacity costs, unfunded future redemption costs, failure to safeguard databases andconsumer privacy, changes to coalition loyalty programs, seasonal nature of the business, other factors and prior performance, foreign operations,legal proceedings, reliance on key personnel, labour relations, pension liability, technological disruptions and inability to use third party software,failure to protect intellectual property rights, interest rate and currency fluctuations, leverage and restrictive covenants in current and futureindebtedness, uncertainty of dividend payments, managing growth, credit ratings, as well as the other factors identified throughout this presentationand throughout our public disclosure record on file with the Canadian securities regulatory authorities.

The forward-looking statements contained herein represent the expectations of Groupe Aeroplan Inc., doing business as Aimia (“Aimia”), as of May 3,2012, and are subject to change after such date. However, Aimia disclaims any intention or obligation to update or revise any forward-lookingstatements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

For further information, please contact Investor Relations at 416 352 3728 or [email protected].

FORWARD-LOOKING STATEMENTS


DAVID ADAMSExecutive Vice President and Chief Financial Officer

Financial Highlights

FY 2011 CONSOLIDATED FINANCIAL HIGHLIGHTS

(1) Reported 2011 includes the $136.0 million effect of an adjustment to the Breakage estimate related to the Nectar and Air Miles Middle East programs, impacting Revenue from Loyalty Units by $95.2 million and $40.8 million, respectively, and Adjusted EBITDA by $10.4 million.

(2) Before depreciation and amortization. (3) A $53.9 million impairment charge was recorded in the fourth quarter of 2011 related to the US proprietary loyalty Cash Generating Unit. (4) Calculated as: (Free Cash Flow before common and preferred dividends paid, less preferred dividends)/ weighted average common shares outstanding.(5) Reported 2010 results included the positive impact on Gross Billings and Adjusted EBITDA of an accounting reclassification of deferred revenue amounts previously recorded in customer deposits, offset by the net negative impact on

Operating Income and Adjusted EBITDA of the ECJ VAT Judgment.(6) Constant Currency excludes the translation effect of foreign operations on the consolidated results. For more information on Constant Currency, please refer to Aimia’s February 22, 2012 earnings press release.

** information not meaningful 9

($ millions except per share amounts)

Reported 2011

Adjustments Adjusted 2011

Reported 2010

Adjustments (5) Adjusted 2010

Adjusted Year Over Year

Constant Currency (6)

Gross Billings 2,233.2 - 2,233.2 2,187.8 (17.4) 2,170.4 2.9% 3.1%

Gross Billings from sale of Loyalty Units 1,560.8 - 1,560.8 1,457.8 - 1,457.8 7.1% 7.2%

Total Revenue (1) 2,115.9 136.0 2,251.9 2,056.2 - 2,056.2 9.5% 9.7%

Cost of rewards and direct costs 1,332.9 - 1,332.9 1,295.3 (53.1) 1,242.2 7.3% 7.3%

Gross margin (1) (2) 783.0 136.0 919.0 761.0 53.1 814.1 12.9% 13.3%

Gross margin (%) 37.0% 40.8% 37.0% 39.6% 122 bps 130 bps

Depreciation and amortization 129.5 - 129.5 122.8 - 122.8 5.5% 5.9%

Operating expenses(3) 612.5 (53.9) 558.6 542.6 35.7 578.3 (3.4%) (2.7%)

Operating income (1) (3) 41.0 189.9 230.9 95.6 17.4 113.0 104.3% 102.9%

Share of net earnings of PLM (4.4) - (4.4) - - - na na

Net earnings(1) (3) (77.0) 185.4 108.5 8.3 17.4 25.7 ** **

Non-GAAP

Adjusted EBITDA (1) 342.2 10.4 352.6 285.5 - 285.5 23.5% 23.6%

Adjusted EBITDA margin (%) 15.3% na 15.8% 13.1% na 13.2% 263 bps 261 bps

Free Cash Flow before dividends paid 197.6 197.6 221.2 221.2 (10.7%) na

Free Cash Flow before dividends paid per common sha re (4) 1.04 1.04 1.08 1.08 (3.8%) na

Year Ended December 31,

% Change on an adjusted basis

SAINSBURY’S AND HSBC CONTRACT RENEWAL

10

Wins with existing clients in both Customer Loyalty and

Business Loyalty

Decrease in Gross Billings mostly explained by the

phasing out of a portion of the Visa business in the US

representing $5.8MM

+ +

• Win-Win-Win 7-year agreement

• Sainsbury’s – more engaged members

• Members – improved value proposition

• Nectar – improved economics

• £40 million promissory note to be repaid on

July 1, 2012

Middle

East

• Extension of agreement with anchor sponsor in

program

• HSBC to fund higher engagement

• HSBC – more engaged members

• Members – improved value proposition

• Air Miles Middle East – improved economics


These 2 contracts will be accretive to Adjusted EBITDA

and Free Cash Flow commencing

in 2012

• Proprietary Loyalty (formerly Carlson Marketing), a key business in our full suite offering, continues to demonstrate: – A significant improvement in overall value for the entire business as a whole when compared to our original purchase price– Adjusted EBITDA margins which are holding to our expectations– Tens of millions of $ in synergies savings

• Our US business has not performed to our expectations, mainly on account of the economy, accordingly we:– Installed new management team and right sized the business for future growth– Took an impairment charge of $54 million against goodwill, based on lower cash flow projections and our outlook for the

US economy

PROPRIETARY LOYALTY UPDATE AND US IMPAIRMENT


(1) Gross Billings including $83.5 million of inter-company billings to Aeroplan Canada for non-air rewards for the year ended December 31, 2011 and excluding a $17.4 million positive accounting adjustment relating to the reclassification of customer deposits to deferred revenue, recorded in the year ended December 31, 2010.

(2) Adjusted EBITDA excluding $20.2 million of restructuring and reorganization costs for the year ended December 31, 2011 and $14.4 million of migration costs for the year ended December 31, 2010.

(3) Gross Billings and Adjusted EBITDA excluding a $17.4 million positive accounting adjustment recorded in the second quarter of 2010.

(4) Constant Currency excludes the translation effect of foreign operations on the consolidated results. For more information on Constant Currency, please refer to Aimia’s February 22, 2012 earnings press release.

Proprietary Loyalty - Global Business(Formerly Carlson Marketing)

($ millions) 2011 2010 Year Over YearConstant

Currency (4)

Gross Billings (1) (3) 642.3 617.9 4.0% 4.3%

Adjusted EBITDA (2) (3) 48.7 42.1 15.7% 14.5%

Adjusted EBITDA margin (%) 7.6% 6.8% 77 bps 66 bps

Year Ended December 31,

% Change on an adjusted basis

CONSOLIDATED GROSS BILLINGS


(1) Constant Currency excludes the translation effect of foreign operations on the consolidated results. For more information on Constant Currency, please refer to Aimia’s February 22, 2012 earnings press release.

FY 2010($ millions)

FY 2011($ millions)

2010 Reported Accounting Adjustment (US /EMEA)

Excluding AccountingAdjustment

2011 Reported

$2,187.8 ($17.4) $2,170.4$2,233.2

+2.9%growth; +3.1% in c.c. (1)

DELIVERING HEALTHY GROSS BILLINGS GROWTH


FY 2011($ millions)

2005 2006 2007 2008 2009 2010 2011

754.8851.9

952.2

1,501.0 1,447.3

2,187.8 2,233.2

FY 2005($ millions)

+196%growth

(1) Pre-2007 results are those of the partnership.(2) Has been derived by adding the results of the Partnership prior to March 14, 2007 to the results of the Fund for the year.

(2)(1)(1)

CONSOLIDATED ADJUSTED EBITDA

14

(1) Constant Currency excludes the translation effect of foreign operations on the consolidated results. For more information on Constant Currency, please refer to Aimia’sFebruary 22, 2012 earnings press release.

(2) Adjusted EBITDA excluding noted items over Gross Billings excluding accounting adjustment.(3) Restructuring and reorganization charges of $23.3 million net of $2.6 million related to forfeiture of stock based rewards.

FY 2011($ millions)

FY’10 margin (2) = 15.2% FY’11 margin (2) = 16.5%

(3)

2010 Reported AccountingAdjustment (US /

EMEA)

VAT Loss (EMEA) ExcludingAccounting

Adjustment andVAT

Nectar ItaliaLaunch Costs

Carlson MarketingMigration Costs

Corporate Costs Excluding NotedItems

2011 Reported BreakageAdjustment

ExcludingBreakage

Adjustment

Restructuring &Reorganization

Charges

Online StoreAdjustment

Excluding NotedItems

$285.5 $17.4

($17.4)

$342.2$329.4

$285.5

$20.4

$14.4$9.1

$10.4

$368.4$20.7

$352.6 ($4.9)

+11.8%growth; +11.9% in c.c. (1)

FY 2010($ millions)

2005 2006 2007 2008 2009 2010 2011

168.1

281.6

216.4

285.5

251.7

342.2

316.2

GROWING CONSOLIDATED ADJUSTED EBITDA (1)


FY 2011($ millions)

FY 2005($ millions)

(1) Adjusted EBITDA pre-2010 as reported under previous Canadian GAAP; 2010 and 2011 as reported under IFRS.(2) Pre-2007 results are those of the partnership.(3) Has been derived by adding the results of the Partnership prior to March 14, 2007 to the results of the Fund for the year.

+13 per cent CAGR

319.2

(2) (2) (3)

FREE CASH FLOW


Free Cash Flow (1)

($ millions)FCF/ Common Share (2)

(1) Free Cash Flow before common and preferred dividends paid.

(2) Calculated as: (Free Cash Flow before common and preferred dividends paid, less preferred dividends)/ weighted average common shares outstanding.

$197.6

$1.08

$1.04

FY 2011 FY 2010YTD 2011 YTD 2010

$221.5

$197.6

$221.2

FY 2011 FY 2010

$1.08

LIQUIDITY


On April 13, 2012, Aimia extended the term of its existing $300 million revolving facility by

2 years to April 23, 2016 and obtained an additional revolving

facility in an amount not to exceed $200 million, for any term

it may request not extending beyond the new maturity date.

On April 23, 2012, Senior Secured Notes Series 1 of $200 million were repaid with funds

drawn from the additional revolving facility.

Mar 31, 2012 Dec 31, 2011

Cash and cash equivalents $179.8 $202.1

Restricted cash $17.4 $15.1

Short-term investments $52.9 $58.4

Long-term investments in bonds $280.7 $279.7

$530.8 $555.3

Current portion of long-term debt $200.0 $200.0

Long-term debt $372.1 $386.7

Total Debt $572.1 $586.7

($ millions)

COMMON DIVIDENDS


2009 2010 2011 2012

Common Preferred

$108$100

$29

$113

• Common Share Dividend� Increase of 6.7% to $0.64 per share per year� Dividend yield exceeds 5% based on May 3, 2012 closing price

AIM Payout RatioDividend policy will continue to be reviewed annually to ensure that growth in the payout ratio is proportionate to Aimia’s free cash flow generation.

Dividend Yield

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

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2010

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2012 Q110 Q210 Q310 Q410 Q111 Q211 Q311 Q411

Q112Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2010 2010 2010 2010 2011 2011 2011 2011 2012

COMMON SHARE REPURCHASE SUMMARY


Initial NCIBCommon Shares

Repurchased

Total Consideration

(MM)

Average Price Per Common

Share

Total Shares Repurchased to May 13, 2011 19,983,631 $233.0 $11.66

Renewed NCIBMay 16, 2011 – December 31, 2011

January 1, 2012 – March 31, 2012

6,262,800

480,000

$75.8

$5.9

$12.10

$12.30

Initial and Renewed NCIBTotal Shares Repurchased to March 31, 2012

26,726,431 $314.7 $11.77

March 31, 2012 – May 3, 2012 1,481,900 $18.3 $12.35

Total Shares Repurchased 28,208,331 $333.0 $11.81

Total Common Shares Outstanding as at:

March 31, 2012 173.4 million

May 3, 2012 171.9 million

13.0 13.2

2.0

$12.58$12.34

$10.94

FY 2010 FY 2011 Q1 2012

Common Shares Repurchased (MM)

Average Price per Common Share

For Q1 2012:

• Gross Billings of $537 million, up 2.1% on a constant currency basis, excluding Qantas.

• Adjusted EBITDA was $89 million or a 22.5% increase from last year.

• Free Cash Flow before dividends paid was up $39.5 million to $18.3 million

Confirming 2012 Guidance:

• Gross Billings growth of between 3% to 5%(1)

• Adjusted EBITDA of between $370 to $380 million and

• Free Cash Flow before dividends paid of between $220 and $240 million

Q1 2012 AND 2012 GUIDANCE


(1) The Gross Billings growth guidance excludes the effect of a client loss (Qantas) in APAC at the end of the first quarter of 2012. The target growth ranges are based on 2011 reported Gross Billings, excluding $40 million related to Qantas. The client loss will have a negligible impact on Adjusted EBITDA

RUPERT DUCHESNEGroup Chief Executive

Strategic Overview

EXECUTIVE TEAM

22

• Rupert Duchesne

• David Adams

• Susan Doniz

• Liz Graham

• Mark Hounsell

• David Johnston

• Melissa Sonberg

• Vince Timpano

• Sandy Walker

Left to right: Vince Timpano, Susan Doniz, Rupert Duchesne, Liz Graham, Mark Hounsell, Sandy Walker, David Johnston, Melissa Sonberg, David Adams


• 2011: A record year for Aimia

• Advancements in our EMEA region

• Officially launched the new brand

STRATEGIC OVERVIEW


Only full suite loyalty provider with operations in more than 20 countries

1984-1990Aeroplan Income Fund

to a Corporation (Groupe Aeroplan Inc.)

1984 1991 2002 2005 2006 2007 2008 2009 2010 2011

IPO of Aeroplan

Income Fund

Aeroplan formed as stand-alone entity

of Air CanadaItalia

Groupe Aeroplan becomes Aimia

24

STORY OF AIMIA


UNMATCHED GLOBAL SCALE AND SCOPE


Mexico

USA

Chile

UK

Italy

QatarIndia

Hong Kong

Malaysia Indonesia

Singapore

Australia

NewZealand

Bahrain

UAE

Japan

Brazil

Canada

EgyptOman

JordanLebanon

Consolidated Gross BillingsF2011$2.23B

58%

42%Canada

Rest of World

THE LARGEST

PURE PLAY LOYALTY COMPANY

IN THE WORLD

A MULTINATIONAL COMPANY INSPIRING LOYALTY THROUGH A FULL-SUITE GLOBAL OFFERING


Coalition Loyalty Programs

Proprietary Loyalty Services

Loyalty Data Analytics

• 2011: A year of repositioning

• Continue to build out loyalty capabilities

• Signed with Standard Chartered Bank

US & ASIA PACIFIC


EUROPE, MIDDLE EAST AND AFRICA


UK ItalyMiddle East

Nectar UK

• Key driver of growth in 2011

• All-time high with 18.5 million members

• British Gas has already become our second largest partner

• Addition of easyJet



CONTRACT RENEWAL WITH SAINSBURY’S


Middle East

• Contract extension with HSBC

Nectar Italia

• Country’s largest loyalty program with 9 million members

• Good year despite tough trading environment



INTELLIGENT SHOPPER SOLUTIONS: World Leading Experts in Loyalty Analytics


# 1 drug retailer in world

# 2 supermarketin Switzerland

#2 supermarket in Australia

#2 Grocery retailer in Canada

• Record results in 2011

Proprietary Loyalty

• Strong cost management

• Expansion to new verticals

• Realization of synergies

CANADA


2011: A record year for Aeroplan

• Solid top line growth

• Low cost per mile redeemed

• Focus on effective productivity and expense management

• Expanded earn potential with Costco Canada

• Contract renewals with Imperial Oil – Esso and Home Hardware

• Ongoing improvements

AEROPLAN CANADA


Becoming the recognized global leader in loyalty man agement

2011: Aimia completed a number of important strategic initiatives that will further our objectives.

INVESTING IN OUR FUTURE


An opportunity to replicate the successful Aeroplan Canada business in Mexico

• Aimia increased its equity investment to nearly 30% of Club Premier, Aeromexico’s frequent flyer program

• After first year in business, Club Premier has more than 3 million members

• Launched co-branded credit card with Banamex, Mexico’s leading retail bank

• Signed on key retail partnerships:

• Soriana, one of the major Mexican grocers, launched earlier this year

• Sanborn’s, a large chain of convenience stores, is expected to launch in Q2 2012

• Club Premier has exceeded expectations

• It is anticipated that Club Premier will provide significant return to Aimia shareholders

CLUB PREMIER


CARDLYTICS: UNLOCKING THE SIGNIFICANTPOTENTIAL VALUE OF NON-CURRENCY LOYALTY


• Significantly better ROI from precise targeting

• Unparalleled visibility

• Trusted advertising channel

• Superior consumer experience

• Valuable customer rewards at no cost

• Revenue share

• Protects customer data

Merchant Consumers Banks

Brazil

• Joined forces with Multiplus, Brazil’s leading loyalty network

• Build, grow and transform the loyalty marketing services industry

India

• Partnership with Tata Capital, a major force in the Indian market

• Develop and seek out partners

• Establish a retail coalition

NEW VENTURES


• Support employee-led initiatives around the globe

• Enhancing our global corporate carbon footprint measurement

• Refining and establishing our global CSR philosophy

CORPORATE SOCIAL RESPONSIBILITY


• New brand supports our vision of inspiring loyalty

• Large geographic scope

• Aimia is best positioned to compete in increasingly intense competitive environment by offering the global full-suite of products and services – coalition, proprietary and loyalty analytics

• Investing in our future

AN EXCITING FUTURE AHEAD


OUR PRIORITIES ARE FOCUSED ON

DELIVERING LONG-TERM SUSTAINABLE GROWTH FOR OUR SHAREHOLDERS

AN EXCITING FUTURE AHEAD


COALITION LOYALTY

LOYALTY ANALYTICS

PROPRIETARY LOYALTY

THANK YOU