Eleving Group - Exchange Offer - Update

Eleving Group today fixes the coupon rate at 13% for the new 2023/2028 bonds

28 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Eleving Group

"The coupon rate for the new Eleving Group Senior Secured and Guaranteed EUR bonds with ISIN DE000A3LL7M4 is fixed at 13% with effect from September 28, 2023.

The exchange offer period of Eleving Group's new EUR bonds is set to last from September 26 until October 13, 2023, at 14:00 EEST*. All existing holders of Mogo AS unsecured bonds (ISIN LV0000802452) are offered the opportunity to exchange their existing bonds for new Eleving Group senior secured and guaranteed bonds with a higher coupon rate. Each new bond has a nominal value of EUR 100.00. The new bonds maturing in 2028 have a coupon rate of 13% and interest payable quarterly. As a result of the different denominations of the bonds, the exchange ratio equals 1:10, i.e., one Mogo AS bond (ISIN LV0000802452) entitles its holder to exchange it for ten new Eleving Group’s EUR bonds (ISIN DE000A3LL7M4).

The public offering in Estonia, Latvia, and Lithuania will start on October 2, while in Germany on October 4 and will end on October 20, 2023, at 14:00* EEST.

The new Eleving Group 2023/2028 bonds are expected to be admitted to trading on or around October 31, 2023, on the Frankfurt Stock Exchange’s regulated market (General Standard) and the Baltic regulated market of the Nasdaq Riga Stock Exchange.

All information on the offering process, the securities prospectus approved by the CSSF, and the documents for inspection are available on the Group’s website: https://eleving.com/investors.

More about the bond issuance campaign can be found on the Group’s investment website: invest.eleving.com."

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Eleving Group has launched the offer to exchange the 2021/2024 bonds issued by Eleving Group’s subsidiary Mogo AS (ISIN LV0000802452) for a new senior secured and guaranteed EUR bond offering, maturing in 2028.

26 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Eleving Group

Eleving Group

formerly known as Mogo Finance, a public limited liability company (société anonyme)

governed by the laws of the Grand Duchy of Luxembourg

with registered office at 8-10 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg

and registered with the Luxembourg Trade and Companies Register under number B.174457

(“Issuer”)

EXCHANGE OFFER INVITATION

to the holders of the

EUR 30,000,000.00 notes, 2021/2024, with ISIN number LV0000802452

(the “AS mogo Notes” and their holders the “AS mogo Holders”)

to exchange their bonds for the

up to EUR 75,000,000.00 bonds, 2023/2028 with ISIN number DE000A3LL7M4 (the “Bonds”).

The AS mogo Holders are hereby invited to exchange their AS mogo Notes with the Bonds, under the terms and conditions contained in this exchange offer invitation dated 26 September 2023 (the “Exchange Offer Invitation”).

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• Exchange offer period for bondholders of Mogo AS unsecured bonds with ISIN code LV0000802452 from September 26 to October 13, 2023, 14:00 EET.

• During the exchange offer, existing bondholders have the opportunity to exchange their Mogo AS unsecured bonds for new Eleving Group’s senior secured and guaranteed EUR bonds with a higher coupon rate in the range of 12 to 13.5%.

• The exchange ratio is 1:10, as a result of different denominations of the bonds, i.e., Mogo 2021/2024 notes (ISIN LV0000802452) denominated at EUR 1 000.00 each, and the new Eleving Group 2023/2028 notes (ISIN DE000A3LL7M4) at EUR 100.00 each.

• Exchange Offer Notice can be found at www.invest.eleving.com and www.eleving.com/investors. For detailed information about the settlement process see below.

• Bondholders of Mogo AS unsecured bonds are encouraged to reach out to their depository banks, Signet Bank or Eleving Group for further information.

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