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Orion Digital Corp. AGM Information 2020

Nov 17, 2020

43197_rns_2020-11-16_54e02f3d-482d-415a-a29a-29e34b09dba2.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of Mogo Inc. (the “ Company ”) will be held virtually via audiocast due to the ongoing COVID-19 global pandemic on December 11, 2020 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, 2019, 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”;

  4. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

In light of the ongoing public health crisis related to the COVID-19 outbreak, and in order to comply with the measures recommended by the federal and provincial governments, 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 https://web.lumiagm.com/209868934, where they can participate, vote, or submit questions during the meeting’s live webcast.. The Company may take additional precautionary measures in relation to the Meeting in response to further COVID-19 developments and Shareholders are asked to visit the Company’s website at investors.mogo.ca for updates prior to the Meeting.

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, 2019 and the management’s discussion and analysis relating to such financial statements are available on SEDAR at www.sedar.com, in the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and at - http://investors.mogo.ca/financial reports. 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 1-866-2497775 or 1-416-263-9524, not later than 1:00 pm (Vancouver time) on December 9, 2020 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 (Vancouver time) on December 9, 2020 or as may be accepted by the Chair of the Meeting prior to the commencement of the Meeting.

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.

DATED at Vancouver, British Columbia this 16[th] day of November, 2020.

BY ORDER OF THE BOARD

(“ David Feller ”)

David Feller

Chair