July 17, 2008 12:30 ET

Groupe Aeroplan Inc. Provides Update on Canadian Tax Rollover Treatment Afforded to Former Unitholders

    Former unitholders of Aeroplan Income Fund no longer need to complete
    income tax elections as a result of conversion

    MONTREAL, July 17  - Following the issuance by the Minister
of Finance (Canada) on July 14, 2008 of proposed rules governing the
conversion of income trusts into corporations (the "Proposed Conversion
Rules"), Groupe Aeroplan Inc. (TSX: AER) (the "Corporation") today informed
former unitholders of Aeroplan Income Fund (the "Fund") who held units of the
Fund at the time of its conversion into the Corporation on June 25, 2008 (the
"Former Unitholders"), that they should be able to defer any capital gain
resulting from the exchange (the "Exchange") of their units of the Fund in
consideration for shares of the Corporation without the need to complete and
file income tax elections.
    The Proposed Conversion Rules generally afford automatic tax-deferred
rollover treatment to unitholders of income trusts who exchange all of their
units solely in consideration for shares of a single class of a corporation
which, after giving effect to the exchange and within a 60-day period, owns
100 per cent of the equity of the trust then outstanding. The Proposed
Conversion Rules do not require, nor permit, the filing by unitholders of
income tax elections for the tax-deferred rollover treatment to apply. The
automatic tax-deferred rollover treatment applies to transactions that occur
on or after July 14, 2008 and before 2013. The treatment also applies to
transactions that occurred on or after December 19, 2007 and before July 14,
2008, if the corporation that acquired the units of the income trust validly
elects in writing in its tax return for its taxation year that includes the
date of Royal Assent of the rules to have the treatment apply.
    Based on the Proposed Conversion Rules, the Corporation intends to file a
written election to have the tax-deferred rollover treatment apply to the
Exchange. Consequently, Former Unitholders are instructed not to complete and
send income tax elections to the Corporation, despite statements to the
contrary contained in the Management Information Circular of the Fund dated
May 16, 2008 (the "Circular"). Should the final conversion rules not provide
for an automatic tax-deferred rollover available to Former Unitholders in
connection with the Exchange, the Corporation will advise Former Unitholders
accordingly and will extend the 90-day period from the effective date of the
conversion referred to in the Circular for completing and sending the income
tax elections. Neither the Fund nor the Corporation will be responsible for
any interest or penalties arising from the late-filing, if any, of income tax
    Former Unitholders should consult their own tax advisors for advice with
respect to the tax consequences to them of the Exchange in their particular

    Caution Concerning Forward-Looking Statements

    Certain statements in this news release may contain forward-looking
statements. Forward-looking statements, by their nature, are based on
assumptions and are subject to important risks and uncertainties. Any
forecasts or forward-looking predictions or statements cannot be relied upon
due to, amongst other things, changing external events and general
uncertainties of the business 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, Air Canada or travel industry disruptions, reduction in
activity, usage and accumulation of Aeroplan Miles, retail market or economic
downturn, greater than expected redemptions for rewards, industry competition,
supply and capacity costs, unfunded future redemption costs, changes to the
Aeroplan and Nectar Programs, seasonal nature of the business, regulatory
matters, VAT appeal and value and liquidity of the common shares, as well as
the other factors identified throughout the Management Discussion & Analysis
on file with the Canadian Securities regulatory authorities. The
forward-looking statements contained in this discussion represent the
Corporation's expectations as of July 17, 2008, and are subject to change
after such date. However, the Corporation disclaims any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise, except as required
under applicable securities regulations.

    About Groupe Aeroplan Inc.

    Groupe Aeroplan Inc. is a leading international loyalty management
corporation. Groupe Aeroplan owns the Aeroplan program, Canada's premier
loyalty program and Nectar, the United Kingdom's leading coalition loyalty
program. In the Gulf Region, Groupe Aeroplan owns 60 per cent of Rewards
Management Middle East, the operator of Air Miles programs in the United Arab
Emirates, Qatar and Bahrain. Groupe Aeroplan also operates Insight &
Communication, a customer-driven insight and data analytics company offering
worldwide services to retailers and their suppliers.

    For more information, please visit
    %SEDAR: 00027127EF

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