Mogo Finance EUR 2022 bondholders approve amendments to terms and conditions

Bondholders' meeting secures greater financial flexibility in COVID crisis

Riga, Latvia, 27 January 2021. Mogo Finance and its group companies (the "Group"), specialized in used car financing, has received broad approval from bondholders to amend the terms and conditions of its EUR 2022 bonds. At today's bondholders meeting, all proposed amendments were resolved. The proposals included 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 minutes of the meeting will be published on the Group's website later today.

Proxies were given to a single proxyholder in accordance with Luxembourg laws on bondholders' meetings. The tabulation agent confirmed that proxies were received from over 450 investors holding EUR bonds in a total nominal value of approximately EUR 75.5 million. With the resulting participation of 75.5% of outstanding bonds, the quorum threshold of 50% was duly satisfied. Of the participants, at least 96% voted in favor of each of the resolutions, thereby also duly satisfying the majority thresholds.

The terms and conditions of the EUR 2022 bonds are expected to be formally amended in the coming days. Subsequently, the updated terms and conditions will be published on the website of Mogo and the amendment fees will be paid to the relevant investors.

Modestas Sudnius, CEO of Mogo Finance, commented: "The bondholders' consent to the amendment of the terms and conditions is a great vote of confidence in Mogo Finance. We greatly appreciate the support of our investors as we navigate the COVID crisis."

CFO Maris Kreics added: "The approvals in relation to the interest coverage ratio, the equity ratio and the permitted debt clause will strengthen the growth and profitability prospects of the Group. With the resulting greater financial flexibility in the economic environment of the COVID crisis, we can continue to focus on optimizing business performance."

Aalto Capital acted as financial advisor to Mogo Finance.

The full documentation is available on the Group's website at https://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").

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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.