Mogo : 2024 Annual General Meeting Circular

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF MOGO INC.

TO BE HELD JUNE 27, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL MEETING

RESOLUTIONS.

May 29, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of the shareholders of Mogo Inc. (the "Company") will be held virtually via audiocast on June 27, 2024 at 1:00 pm (Pacific time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended December 31, 2023, together with the report of the auditor thereon;
2. to elect the directors of the Company, as more fully described in the section of the Company's management information circular for the Meeting (the "Circular") entitled "Business of the Meeting
   - Election of Directors";
3. to re-appoint KPMG LLP, Chartered Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix its remuneration, as more fully described in the section of the Circular entitled "Business of the Meeting - Appointment of Auditor"; and
4. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The Meeting will be conducted as a virtual-only meeting. Registered Shareholders (as defined in this Circular under the heading "Management Solicitation") and duly appointed proxyholders can attend the meeting online at meetnow.global/MDNRV6Swhere they can participate, vote, or submit questions during the meeting's live webcast.

The Circular, this Notice, a form of proxy, a voting instruction form, the audited annual financial statements of the Company for the year ended December 31, 2023 and the management's discussion and analysis relating to such financial statements are available on SEDAR+ at www.sedarplus.ca,in the Company's filings with the United States Securities and Exchange Commission at www.sec.gov, and at http://investors.mogo.ca.Shareholders are requested to complete, sign and return such form of proxy or voting instruction form, as applicable.

In order for a shareholder to be represented by proxy at the Meeting, the shareholder must complete and submit the enclosed form of proxy or other voting instruction form provided by its broker or other intermediary and return such instrument of proxy or other voting instruction form in accordance with the instructions provided therein well in advance of the Meeting. To be valid, completed forms of proxy must be received by Computershare Investor Services Inc. at 100 University Ave., 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by fax to Computershare Investor Services Inc. at 1-866-249- 7775 or 1-416-263-9524, not later than 1:00 pm (Pacific time) on June 25, 2024 or may be accepted by the Chair of the Meeting prior to the commencement of the Meeting. Registered shareholders may also submit their votes by telephone within North America at 1-866-732-8683 or outside North America at 1-312-588- 4290, or online at www.investorvote.com, in each case not later than 1:00 pm (Pacific time) on June 25, 2024. The time limit for deposit of proxies may be waived or extended by the Chair of the meeting, at his or her discretion, with or without notice.

Non-registered shareholders should use the enclosed voting instruction form to provide voting instructions. The voting instruction form contains instructions on how to complete the form, where to return it to and the deadline for returning it. It is important to read and follow the instructions on the voting instruction form in order to have your vote count.

Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America); or by email at: [e-mail].

DATED at Vancouver, British Columbia this 29th day of May, 2024.

BY ORDER OF THE BOARD

("David Feller")

David Feller

Chair

TABLE OF CONTENTS
SUMMARY	1
Shareholder Voting Matters	1
Certain Interpretation Matters	1
Management Solicitation	2
Registered Shareholders - Voting by Proxy	4
Non-Registered Holders - Voting Instruction Form	5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	6
PRESENTATION OF FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION	6
STATEMENT OF EXECUTIVE COMPENSATION	6
Introduction	6
Overview	7
Compensation Discussion and Analysis	7
Performance Graph	13
Compensation of NEOs	14
Pension Plan Benefits	16
Termination and Change of Control Benefits	17
Director Compensation	18
Indemnification and Insurance	19
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS	20
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	20
CORPORATE GOVERNANCE	20
Board of Directors	20
Code of Conduct	21
Board Committees	22
BUSINESS OF THE MEETING	25
Election of Directors	25
Appointment of Auditor	28
OTHER MATTERS	28
DEADLINE FOR SHAREHOLDER PROPOSALS	28
ADDITIONAL INFORMATION	28
DIRECTORS' APPROVAL	29
Appendix A
Mandate of the Directors	30

SUMMARY

This Summary contains highlights of some of the important information contained in this Circular. This Summary does not contain all of the information that you should consider, and you should read this entire Circular before voting. Terms used but not defined in this Summary have the meanings given to them in the Circular.

Shareholder Voting Matters

		For More Information
Voting Matter	Board Recommendation	See Pages
Director Election	FOR each nominee	25
Appointment of KPMG LLP as Auditor	FOR	28

Director Nominees

						Board &
						Committee	Other
				Position with		Attendance	Public
Name	Independent	Director Since	Company	Committees	in 2023	Boards
David Feller	N	August 26,	2003 to	Chair, Director, CEO	Investment	100%	None
		March 20, 2006;	& Co-founder
		April 12,	2013
Gregory Feller	N	April 10,	2015	Director,	Investment	100%	None
				President CFO &
				Co-founder
Christopher Payne	Y	January 25, 2021	Director	Audit, CGCNC	100%	None
Kees Van Winters	Y	June 27, 2023	Director	Audit, CGCNC	100%	None
Kristin McAlister	Y	June 27, 2023	Director	Audit, CGCNC	100%	None
Alex Shan	Y	N/A		Director	N/A	N/A	None

Auditor

KPMG LLP, Chartered Accountants, the present auditor of the Company, has been auditor of the Company since September 2019.

CERTAIN INTERPRETATION MATTERS

Unless otherwise noted or the context indicates otherwise "we", "us", "our", the "Company" or "Mogo" refer to Mogo Inc. and its direct and indirect subsidiaries. Amounts in this management information circular (the "Circular") are stated in Canadian dollars unless otherwise indicated.

On June 21, 2019, we completed a statutory plan of arrangement (the "Arrangement") with Mogo Finance Technology Inc ("Mogo Finance"). In connection with the Arrangement, the Company (referred to in this section prior to the Arrangement as "Difference", and following the Arrangement as the "Combined Entity") was continued into British Columbia and changed its name to Mogo Inc. The Arrangement was accounted for as a reverse acquisition of the Company by Mogo Finance under IFRS 3 - Business combinations, and accordingly, beginning with the second quarter of 2019, the Company's financial statements, management's discussion and analysis and all other documents filed with securities commissions or similar authorities in each of the provinces and territories of Canada reflect the continuing operations of Mogo Finance.

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Under the Arrangement, Mogo Finance was amalgamated with a wholly-owned subsidiary of Difference and each Mogo Finance common share (each a "Mogo Finance Share") outstanding immediately prior to the Arrangement, other than Mogo Finance Shares held by Difference, was exchanged for one common share of the Combined Entity (each, a "Common Share"). On completion of the Arrangement, former Mogo Finance shareholders owned approximately 80% of the Combined Entity, on a fully diluted basis. In connection with the Arrangement, all of Mogo Finance's outstanding convertible securities became exercisable or convertible, as applicable, for Common Shares in accordance with the provisions thereof.

The Common Shares began trading on the Toronto Stock Exchange ("TSX") under the trading symbol "MOGO" in place of the Difference common shares at the open of trading on June 25, 2019. In addition, the Combined Entity was treated as a successor in interest to Mogo Finance and, as such, the Combined Entity was listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "MOGO". Mogo Finance Shares were delisted from the TSX on the close of trading on June 24, 2019.

MANAGEMENT SOLICITATION

This Circular is furnished in connection with the solicitation of proxies by the management of Mogo for use at an annual meeting (the "Meeting") of the holders (collectively, the "Shareholders" or individually, a "Shareholder") of Common Shares of the Company to be held virtually via audiocast on June 27, 2024 at 1:00 pm (Pacific time) for the purposes set out in the accompanying Notice of Meeting. Shareholders and duly appointed proxyholders can attend the meeting online by going to meetnow.global/MDNRV6S .

• Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking "Shareholder" and entering a Control Number or an Invitation Code before the start of the meeting.

1. Registered Shareholders - The 15-digit Control Number located on the form of proxy or in the email notification you received.

• 1. Duly appointed proxyholders - Computershare will provide the proxyholder with an Invite Code after the voting deadline has passed.
• Voting at the meeting will only be available for registered Shareholders and duly appointed proxyholders. Non- registered Shareholders who have not appointed themselves may attend the meeting by clicking "Guest" and completing the online form.

This solicitation is made by the management of the Company. It is expected that the solicitation will primarily be by mail. Proxies may also be solicited personally or by telephone by regular employees of and by agents engaged by the Company at nominal cost. The cost of solicitation will be borne by the Company. Except as otherwise stated, the information contained in this Circular is given as of May 24, 2024 (the "Record Date").

The Company has retained the services of Laurel Hill Advisory Group ("Laurel Hill") to act as the Company's proxy solicitation agent and assist the Company in communication with its Shareholders. In connection with such services, the Company will pay Laurel Hill a fee of $34,000, plus reasonable out-of pocket expenses. If you have any questions or require assistance in voting your proxy, please contact Laurel Hill at: 1-877-452-7184 toll free in North America, or 416-304-0211 (outside North America); or by e-mail at: [e-mail].

Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America); or by email at: [e-mail].

The form of proxy forwarded to Shareholders with the Notice of Meeting confers discretionary authority upon the proxy nominees with respect to amendments or variations of matters identified in the Notice of Meeting or other matters which may properly come before the Meeting.

Participating at the Meeting

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The meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the online meeting is provided below. The meeting will begin at 1:00 pm (Pacific time) on June 27, 2024.

• Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare Trust Company of Canada /
  Computershare Investor Services Inc. ("Computershare") will be able to vote and submit questions during the meeting. To do so, please go to meetnow.global/MDNRV6Sprior to the start of the meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on "Invitation" and enter your invite code. Non-registered Shareholders who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on "Guest" and completing the online form.
• Canadian Beneficial Shareholders: If you or a person you designate plan to attend the meeting and vote you must appoint yourself or that person as proxy using the voting instruction form. Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instructions form is to be delivered. In order to vote at the meeting, Beneficial Shareholders who appoint themselves or a third party as a proxyholder MUST register with Computershare at http://www.computershare.com/Mogoafter submitting their voting instruction form in order to receive a Username for the meeting. Registering your proxyholder is an additional step once you have submitted your voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/Mogoby June 25, 2024 at
  1:00 pm (Pacific time) and provide Computershare with their proxyholder's contact information, so that
  Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote at the meeting.
• United States Beneficial Shareholders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare

100 University Avenue

8th Floor Toronto, Ontario M5J 2Y1

OR

Email at [e-mail]

Requests for registration must be labeled as "Legal Proxy" and be received no later than June 25, 2024 at 1:00 pm (Pacific time). You may attend the Annual Meeting and vote your shares at meetnow.global/MDNRV6Sduring

the meeting. Please note that you are required to register your appointment at http://www.computershare.com/Mogo.

• Non-registeredShareholders who do not have a 15-digit control number or Username will only be able to attend as a guest which allows them listen to the meeting however will not be able to vote or submit questions. Please see the information under the heading "Non-Registered Shareholders - Voting Instruction Form" for an explanation of why certain shareholders may not receive a form of proxy.
• If you are using a 15-digit control number to login to the online meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.

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If you are eligible to vote at the meeting, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting.

Registered Shareholders - Voting by Proxy

The persons named in the enclosed form of proxy for the Meeting are officers of the Company.

A registered Shareholder has the right to appoint some other person, who need not be a shareholder, to represent the Shareholder at the Meeting by inserting such other person's name in the blank space provided or by executing another proper form of proxy.

Completed forms of proxy must be received by Computershare Investor Services Inc. at 100 University Ave., 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by fax to Computershare Investor Services Inc. at 1-866-249-7775 or 1-416-263-9524, not later than 1:00 pm (Pacific time) on June 25, 2024 or may be accepted by the Chair of the Meeting prior to the commencement of the Meeting. Registered shareholders may also submit their votes by telephone within North America at 1-866-732-8683 or outside North America at 1-312-588-4290, or online at www.investorvote.comin each case not later than 1:00 pm (Pacific time) on June 25, 2024 or as may be accepted by the Chair of the Meeting prior to the commencement of the Meeting. If a Shareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Shareholders who wish to appoint a third-party proxyholder MUST register with Computershare at http://www.computershare.com/Mogoafter submitting their proxy in order to receive a Username for the meeting.

Registering your proxyholder (other than those designated in the accompany form of proxy) is an additional step once you have submitted your proxy. Failure to register such proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST visithttp://www.computershare.com/Mogoby June 25, 2024 at 1:00 pm (Pacific time) and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a Username via email. Without a Username, third party proxyholders will not be able to vote at the meeting.

The form of proxy affords the registered Shareholder an opportunity to specify that the Common Shares registered in his or her name shall be voted for, against or withheld from voting in respect of the matters to come before the Meeting, as applicable.

On any ballot that may be called for, the Common Shares represented by proxies in favour of management nominees will be voted for, against or withheld from voting in respect of the matters to come before the Meeting in accordance with the instructions given in such proxies.

In respect of proxies in which the Shareholders have not specified that the proxy nominees are required to vote for, against or withhold from voting in respect of the matters scheduled to come before the Meeting, the Common Shares represented by the proxies in favour of management nominees will be voted FOR the matters described in the Notice of Meeting.

Management knows of no matters scheduled to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the Common Shares represented by proxies in favour of management nominees will be voted on such matters in accordance with the best judgment of the proxy nominees.

A proxy given by a registered Shareholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Any such instrument revoking a proxy must be deposited at the registered office of the Company, at 1700 - 666 Burrard Street, Vancouver, British Columbia, V6C 5A1, any time up to and including the last business day preceding the day of the Meeting, or an adjournment thereof, or deposited with the Chair of the Meeting on the day of the Meeting, or any adjournment thereof. If the instrument of revocation is deposited with the Chair on the

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day of the Meeting or any adjournment thereof, the instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Non-Registered Holders - Voting Instruction Form

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Many Shareholders are not registered Shareholders (the "Beneficial Shareholders") because the Common Shares they own are not registered in their names but are instead either (i) registered in the name of an intermediary (the "Intermediary") that the Beneficial Shareholder deals with in respect of the Common Shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered Retirement Savings Plans (RRSPs), Registered Retirement Income Funds (RRIFs), Registered Education Savings Plans (RESPs) and similar plans, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company intends to pay for intermediaries to forward the meeting materials to Beneficial Shareholders.

Intermediaries are required to forward the meeting materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the meeting materials to Beneficial Shareholders. If you are a Beneficial Shareholder, your name and address will appear on the voting instruction form sent to you by an Intermediary (bank, broker or trust company). A Beneficial Shareholder may vote or appoint a proxy by mail, phone, fax or on the Internet, as applicable, in accordance with the voting instruction form. Your Intermediary, as a registered holder, will submit the vote or proxy appointment to the Company on your behalf. You must submit your voting instruction form in accordance with the instructions and within the time limits set by your Intermediary.

If you or a person you designate plan to attend the meeting and vote you must appoint yourself or that person as proxy using the voting instruction form. Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instructions form is to be delivered. In order to vote at the meeting, Beneficial Shareholders who appoint themselves or a third party as a proxyholder MUST register with Computershare at http://www.computershare.com/Mogoafter submitting their voting instruction form in order to receive a Username for the meeting. Registering your proxyholder is an additional step once you have submitted your voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/Mogoby June 25, 2024 at 1:00 pm (Pacific time) and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote at the meeting.

A Beneficial Shareholder may revoke a form of proxy or voting instructions form given to an Intermediary by contacting the Intermediary through which the Beneficial Shareholder's Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

The Company may utilize Broadridge's QuickVote™ system to assist Shareholders with voting their Common Shares. Non-registered Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners and may be contacted by Laurel Hill, which is soliciting proxies on behalf of management of the Company, to conveniently obtain a vote directly over the phone.

Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North

America); or by email at: [e-mail].

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		Non-Registered (Beneficial)
Registered Shareholders
	Shareholders

Shares held in own name and

represented by a physical

certificate or DRS and have a

15-digit control number.

Shares held with a broker, bank or other intermediary and have a 16-digitcontrolnumber.

	Internet			www.investorvote.com		www.proxyvote.com
	Telephone			1-866-732-8683		Call the applicable number listed on the
				voting instruction form.
	Mail			Return the form of proxy in the		Return the voting instruction form in the
			enclosed postage paid envelope.		enclosed postage paid envelope.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company has fixed the close of business on May 24, 2024 as the Record Date for the purposes of determining Shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 24,517,118 Common Shares were issued and outstanding, each carrying the right to one vote at the Meeting.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, there are no persons that beneficially own, or control or direct, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to the Common Shares.

PRESENTATION OF FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

The Company's audited financial statements for the year ended December 31, 2023 and the auditors' report thereon will be presented to the Shareholders at the Meeting. In accordance with the provisions of the Business Corporations Act (British Columbia), the financial statements are merely presented at the Meeting and will not be voted on.

The Company has filed an annual information form dated April 2, 2024 (the "AIF") for its 2023 fiscal year on SEDAR+ at www.sedarplus.caand an annual report on Form 20-F dated April 30, 2024 with the United States Securities and Exchange Commission ("SEC") at www.sec.govthat contains, among other things, the disclosure required under National Instrument 52-110 - Audit Committees ("NI 52-110"). In particular, the information that is required to be disclosed in Form 52-110F1 of National Instrument 52-110 may be found under the heading "Information on the Audit Committee" in the AIF. Upon request, the Company will promptly provide a copy of the AIF to Shareholders free of charge.

STATEMENT OF EXECUTIVE COMPENSATION

Introduction

The following discussion describes the significant elements of Mogo's executive compensation program, with particular emphasis on the process for determining compensation payable to the Company's Chief Executive Officer (the "CEO"), Chief Financial Officer (the "CFO") and each of the Company's three other most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity whose total compensation was, individually, more than $150,000 (collectively, the "NEOs") for the year ended December 31, 2023.

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