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In accordance with Clause 6.6. of to the Notes Prospectus of AS “mogo” dated 13 October 2014 (ISIN: LV0000801363) AS “mogo” asks the noteholders to grant their consent for amendments to the prospectus, which provide that the principal amount of the notes shall be fully repaid in one instalment on 31 March 2021, replacing quarterly instalments of the principal amount of the notes.

If as a result of the voting of the noteholders the amendments proposed to the prospectus are approved, AS “mogo” agrees within 10 (ten) business days after publication of AS “mogo” notice on entry into force of the amendments to the prospectus to pay each noteholder, who in accordance with a list prepared by Nasdaq CSD SE is a noteholder on 13 March 2019 and who has voted “for” the amendments proposed to the prospectus, an amendment fee in the amount of 1 % (one per cent) from the nominal value of the notes owned by the respective noteholder, by withholding the tax provided in the legal acts of the Republic of Latvia.

Since issuance of the notes in 2014 (approximately two years after commencement of the AS “mogo” business operations), when AS “mogo” was just in a development stage of its business operations, the business volume of AS “mogo” has grown substantially, by achieving significant profit and return rates.

According to the unaudited financial data of AS “mogo” for 2018, AS “mogo” net loan portfolio as of 31 December 2018 has reached EUR 36.7 million, compared to EUR 21.1 million as at 31 December 2014. As at 31 December 2018, the cumulative profit of AS “mogo” amounts to EUR 10.6 million. However, AS “mogo” net interest income in 2018 exceeds EUR 11.4 million compared to AS “mogo” net interest income of EUR 4.2 million in 2014.

However, according to unaudited financial data of Mogo Finance S.A. group for 2018, Mogo Finance S.A. group's net loan portfolio as of 31 December 2018 has reached EUR 140.3 million, compared to EUR 56.2 million as at 31 December 2015. The cumulative profit of the Mogo Finance S.A. group as at 31 December 2018 amounts to EUR 14 million. However, Mogo Finance S.A. group's net interest income in 2018 exceeds EUR 41.4 million, compared to Mogo Finance S.A. group's net interest income of EUR 13.6 million in 2015.

The abovementioned  financial data of AS “mogo” and Mogo Finance S.A. group demonstrate strong performance, allowing AS “mogo” to become a clear leader in its industry in Latvia. Under these circumstances, the risk and return profile of AS “mogo”, when looking from the perspective of the noteholders, has become considerably stronger than it was at the time of the note issue.

In June and November 2018 Mogo Finance S.A. issued bonds for a total amount of EUR 75 million in the international capital markets, which are now listed in the Open Market of the Frankfurt Stock Exchange, thus attracting a significant number of international investors. The obligations arising from the bonds are dully fulfilled, by making all the payments and providing the investors all required reports.

AS “mogo” highly appreciates the trust and support of the noteholders provided to AS “mogo” over the years, by financing the activities of AS “mogo” and to a great extent helping to ensure AS “mogo” current performance and it`s market position. However, in AS “mogo” opinion the quarterly payment schedule of the nominal amount of the notes provided for in Clause 5.9 of the Prospectus would hinder further growth of AS “mogo” and Mogo Finance S.A. group. If the nominal amount of the notes would be fully repaid in one instalment on 31 March 2021, the funds intended for the quarterly payments would be invested in expansion of the business of AS “mogo” and Mogo Finance S.A. group, thereby strengthening the financial position of AS “mogo” itself and Mogo Finance S.A. group.

The financial position of AS “mogo” and Mogo Finance S.A. group is convincingly stable, as evidenced not only by the published financial data and development indicators of Mogo Finance S.A.group companies, but also by the price of the notes in the secondary market, the significant demand of Mogo Finance S.A. EUR 50 million bonds issued in July 2018, as well as EUR 25 million bonds issued in November 2018. In the light of the above, the proposed amendments are not related to any potential restructuring, but are aimed at promoting further growth of AS “mogo” and Mogo Finance S.A. group.

In the light of the above considerations, AS “mogo” invites the noteholders to support the proposed amendments to the prospectus.

Application for receipt of the noteholders’ consent (incl. the proposed amendments), the voting form and the form of proxy are attached hereto.

About AS “mogo”

AS “mogo” offers classical finance lease, lends against vehicles already owned by clients (a type of service known as leaseback) and instalment loans, which is available by filling out an application on the company website, mobile website, over the phone, enquiring with one of more than 270 affiliated car dealerships, or at one of its client service centers in major cities throughout Latvia. AS “mogo” has more than 20 thousand active customers in Latvia. Mogo Finance S.A. group companies operate successfully not only in Latvia, but also in Estonia, Lithuania, Georgia, Armenia, Poland, Bulgaria, Romania, Moldova, Belarus, Ukraine, Albania, Uzbekistan, Kazakhstan and Macedonia with more plans to expand business in other countries. Read more: www.mogofinance.com

Māris Kreics

Group CFO

Phone: +371 66900904

E-mail: maris.kreics@mogofinance.com