Mogo Finance commences process to amend terms and conditions of EUR 2022 bonds – Invitation to bondholders’ meeting on 27 January 2021 following supportive feedback from investor consultation period

Invitation to bondholders’ meeting on 27 January 2021 following supportive feedback from investor consultation period

Riga, Latvia, 11 January 2021. Mogo Finance and its group companies (the “Group”), specialized in used car financing, has commenced the formal process to amend the terms and conditions of its EUR 2022 bonds. The notice of invitation to convening a meeting of bondholders on 27 January 2021 to vote on the amendments of the terms and conditions has been published today on the Group’s website, alongside other supporting documents.

The proposals include the replacement of the bondholders’ representative (Proposal 1), the amendment of financial conditions (Proposal 2) and the amendment of the definition of permitted debt (Proposal 3). The amendment of the terms and conditions is aimed at strengthening the Group’s growth and profitability prospects by securing greater financial flexibility in the current economic environment.

After a consultation process, almost 40% of investors signaled support for the proposed amendment terms. If the Proposal 2 and Proposal 3 are successfully approved, EUR bondholders who voted in favor of the respective proposals will receive an amendment fee of 0.50 per cent for each of the approved proposals. The results of the votes will be available on the Group’s website subsequent to the meeting of the bondholders.

Aalto Capital acts as financial advisor to Mogo Finance. Holders of the EUR 2022 bonds are encouraged to reach out directly to Aalto Capital (contact details below) for more information regarding the process for amending the terms and conditions of the bonds.

The full documentation is available on the Group’s website at https://current.mogo.finance/bonds/.

Contact:

Mogo Finance

Maris Kreics, Chief Financial Officer (CFO)

Email: maris.kreics@mogofinance.com

Aalto Capital

Sven Pauly, Investor Relations (IR)

Email: sven.pauly@aaltocapital.com

About Mogo Finance:

Mogo Finance is one of the leading and fastest-growing used car secured financing companies on a global scale. In selective markets, the Company also utilizes consumer lending as a strategic capital allocation vehicle to leverage its performance and customer base. Recognizing the niche underserved by traditional lenders, Mogo Finance provides financial inclusion and disruptively changes the used car and consumer financing industry across 14 countries. Up to date the Company has issued over EUR 585 million secured loans and running a net loan and used car rent portfolio of over EUR 192 million. Mogo offers secured loans up to EUR 15,000 with a maximum tenor of 84 months making used car financing process convenient, both for its customers and partners. Wide geographical presence and diversified revenue streams grant Mogo with unique scale and pace unmatched by its rivals. Mogo Finance operates a multi-channel fintech approach through its own branch network, more than 2,000 partner locations and a strong online presence. Physical footprint enriched with excellent customer journey makes Mogo Finance top of mind brand in its industry. A state-of-the-art car portal supports cross-selling potential from re-possessed cars to leasing and vice versa. Established in 2012, with headquarters in Riga, Latvia, Mogo Finance operates in Baltics and Europe with a strong focus on GDP-dynamic countries in Central, Eastern and South-Eastern Europe. Operating regions also include the Near East, the Caucasus and Central Asia as well as Eastern Africa.

www.mogofinance.com

IMPORTANT INFORMATION

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions.

This announcement does not constitute an offer of securities for sale in the United States. The bonds have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This announcement does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended (the “Prospectus Directive”) and does not constitute a public offer of securities in any member state of the European Economic Area (the “EEA”).

This announcement does not constitute an offer of bonds to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the bonds. Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

PROFESSIONAL INVESTORS ONLY – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the bonds do not constitute packaged products and will be offered to eligible counterparties and professional clients only.