UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of April 2022

Commission File Number: 001-40875

NUVEI CORPORATION

(Exact name of registrant as specified in its charter)

1100 René-Lévesque Boulevard West, Suite 900

Montreal, Quebec H3B 4N4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☐             Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Document 99.1 of this Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on October 4, 2021 (File No. 333-260024) and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on October 18, 2021 (File No. 333-260308).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

Exhibit 99.2

nuvei Payment Technology Partner TMX TSX Trust Form of Proxy I/We, being holder(s) of Subordinate Voting Shares of Nuvei Corporation, hereby appoint Philip Fayer, Chair of the Board and Chief Executive Officer, or failing this person, David Schwartz, Chief Financial Officer, OR Print the name of the person you are appointing if this person is someone other than the individuals listed above as my/our proxyholder with full power of substitution and to vote in accordance with the following instructions (or if no instructions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Shareholders (the “Meeting”) of Nuvei Corporation (the “Company”) and at any adjournment thereof to be held live at https://web.lumiagm.com/464471629, on May 27, 2022 at 10:00 a.m. (ET) and at any adjournment or postponements thereof, in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. If you appoint a proxyholder other than the two individuals listed above, YOU MUST return your proxy by mail, fax, email or Internet to TSX and YOU MUST ALSO have the appointee either complete the online form available at https://www.tsxtrust.com/control-number-request or call TSX at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by 10:00 a.m. (ET) on May 25, 2022, to properly register your proxyholder, so that TSX may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the Meeting, but will be able to attend as a guest. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors FOR WITHHOLD 1. Philip Fayer [ ] [ ] 2. Michael Hanley [ ] [ ] 3. David Lewin [ ] [ ] 4. Daniela Mielke [ ] [ ] 5. Pascal Tremblay [ ] [ ] 6. Samir Zabaneh [ ] [ ] 2. Appointment of Auditors FOR WITHHOLD To appoint PricewaterhouseCoopers LLP as auditors of the Company and to authorize the Board of Directors of the Company to fix the auditors’ remuneration. [ ] [ ] 3. Approval of the Special Resolution in Respect of the Plan of Arrangement to Amend the Company’s Articles FOR AGAINST To consider and approve a special resolution in respect of the plan of arrangement effecting amendments (the “Amendments”) to the articles of amalgamation of the Company (the “Articles”) to add certain constrained securities provisions, providing the Company with, among other measures, the right to redeem, repurchase or force the sale of, shares of the Company to facilitate compliance with applicable laws. [ ] [ ] 4. Approval of the Ordinary Resolution in Respect of Certain Amendments to the Company’s General By-Law FOR AGAINST To consider and approve an ordinary resolution confirming certain amendments to the Company’s general by-law required to administer the constrained securities ownership provisions of the Amendments to the Articles. [ ] [ ] Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please mark the applicable boxes below. Please note if you do not mark the appropriate box, you will not receive any documents from the Corporation. You may also go to the TSX Trust Company’s website https://ca.astfinancial.com/financialstatements and input code 5139a. [ ] I would like to receive quarterly financial statements [ ] I would like to receive annual financial statements I/We hereby authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted FOR a matter by the Corporation’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit. Signature(s) Date Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (ET) on May 25, 2022.

Proxy Form – Annual and Special Meeting of Shareholders of Nuvei Corporation to be held at 10:00 a.m. (Eastern Daylight Time) on Friday, May 27, 2022 (the “Meeting”) Notes to Proxy 1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed. 2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy. 3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Management Proxy Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries. 4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security. All holders should refer to the Management Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting. This proxy is solicited by and on behalf of the Corporation’s management. All proxies must be received by 10:00 a.m. (ET) on May 25, 2022. How to Vote INTERNET TELEPHONE Go to www.tsxtrust.com/vote-proxy Cast your vote online View Meeting documents Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352 and follow the voice instructions. To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy. MAIL, FAX OR EMAIL Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, Ontario M1S 0A1 You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to proxyvote@tmx.com An undated proxy is deemed to bear the date on which it is mailed by Management to you. If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/edelivery to enrol.

Exhibit 99.3

NUVEI CORPORATION NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR April 14, 2022

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

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MANAGEMENT INFORMATION CIRCULAR

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 INVITATION TO SHAREHOLDERS

Dear Shareholders:

On behalf of the Board and management of the Company, we are pleased to invite you to attend the annual and special meeting of shareholders that will be held virtually on May 27, 2022 at 10:00 a.m. (ET). The meeting will be conducted via live audio webcast at https://web.lumiagm.com/464471629. Instructions for shareholders on how to attend and participate in the meeting are provided in the “Voting and Proxies” section of this Management Information Circular (the “Circular”). Although shareholders will not be able to attend the meeting in person, all shareholders, regardless of geographic location, will have an equal opportunity to participate in the meeting, ask questions and vote, all in real time.

This annual and special meeting is your opportunity to vote on a number of important matters and to hear first-hand about our financial performance and strategic plans for the future. The Circular describes the business to be conducted at the meeting and provides information on the Company’s executive compensation and corporate governance practices, the proposed plan of arrangement effecting amendments to our articles of amalgamation, and the related proposed by-law amendments.

Your participation in the meeting is important to us and we value your input as shareholders. You can vote electronically during the virtual meeting, or alternatively by completing and returning the enclosed form of proxy or voting instruction form. Please refer to the “Voting and Proxies” section of this Circular.

We look forward to welcoming you at the meeting and thank you for your continued support.

Sincerely,

Philip Fayer

Founder, Chair of the Board

and Chief Executive Officer

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This Management Information Circular (the “Circular”) is provided in relation to the solicitation of proxies by the management of Nuvei Corporation (“we”, “us”, “our”, “Nuvei” and the “Company”) for use at the annual and special meeting of shareholders (the “Meeting”) of the Company to be held on May 27, 2022 and at any adjournment or postponement thereof. The Meeting will be held as a completely virtual meeting, which will be conducted via live audio webcast. Shareholders will not be able to participate in the Meeting in person. A summary of the information shareholders will need to participate in the Meeting online is provided below.

Unless otherwise indicated, the information provided in this Circular is provided as of April 14, 2022.

All references in this Circular to dollars, “$” or “US$” are to United States dollars and all references to Canadian dollars and “C$” are to Canadian dollars.

Notice to United States Shareholders

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Non-IFRS And Other Financial Measures

Forward-Looking Information

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SUMMARY

The following summary highlights some of the important information you will find in this Circular.

Shareholder Voting Matters

Our Director Nominees

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VOTING AND PROXIES

Voting at the Meeting

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting and vote in real time, provided they are connected to the internet and follow the instructions below. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests but will not be able to vote at the Meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the Meeting) must carefully follow the instructions below and on their form of proxy or voting instruction form.

These instructions include the additional step of registering such proxyholder with TSX Trust Company (the “Transfer Agent”), after submitting the form of proxy or voting instruction form.

If you are a non-registered shareholder located in the United States and wish to appoint yourself as a proxyholder in order to attend, participate or vote at the Meeting, you MUST also obtain a valid legal proxy from your intermediary and submit it to the Transfer Agent.

Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will be able to listen to the Meeting but will not be able to vote.

To vote by online ballot through the live webcast platform, follow the instructions below:

If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

Proxyholders who have been duly appointed and registered with the Transfer Agent as described in the section entitled “Appointment of Proxy” will receive a control number by email from the Transfer Agent no later than May 25, 2022 at 10:00 a.m. (ET).

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders) that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live webcast platform.

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Joining the Meeting as a Guest

Guests (including non-registered shareholders who have not duly appointed themselves as proxyholders) can log into the Meeting as set out below. Guests will be able to listen to the Meeting but will not be able to vote during the Meeting. Guests can also listen to the Meeting by following the instructions below:

Non-registered shareholders/Appointees obtaining a control number to vote during the Meeting

You must complete the additional step of registering the proxyholder by either calling the Transfer Agent at 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) or by completing the electronic form available at https://www.tsxtrust.com/control-number-request by no later than 10:00 a.m. (ET) on May 25, 2022. If you are a non-registered shareholder located in the United States and wish to appoint yourself as a proxyholder in order to attend, participate or vote at the Meeting, you MUST also obtain a valid legal proxy from your intermediary and submit it to the Transfer Agent. Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

Solicitation of Proxies

This Circular is sent in connection with the solicitation by the management of the Company of proxies to be used at the Meeting, at the time, place and for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders (the “Notice of Meeting”), and at any adjournment thereof. The solicitation is being made primarily by email, but proxies may also be solicited by mail, telephone, in writing or in person by officers or other employees of the Company who will receive no compensation therefor in addition to their regular remuneration. If any, the cost of the solicitation is expected to be nominal and will be borne by the Company.

Notice-and-Access

As permitted by Canadian securities regulations, Nuvei is using notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)) to deliver the Meeting materials, including this Circular, to both its registered and non-registered shareholders. Nuvei is also using notice-and-access to deliver its annual consolidated financial statements for the fiscal year ended December 31, 2021 (the “Proxy Materials”) to its registered and non-registered shareholders.

This means that the Proxy Materials are being posted online for shareholders to access, rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces Nuvei’s printing and mailing costs, and is more environmentally friendly as it reduces materials and energy consumption.

Shareholders will still receive a form of proxy or a voting instruction form in the mail (unless shareholders have chosen to receive Proxy Materials electronically) so they can vote their shares but, instead of automatically receiving a paper copy of the Proxy Materials, shareholders will receive a notice with information about how they can access the Proxy Materials electronically and how to request a paper copy. The Proxy Materials are available at https://investors.nuvei.com under the “Financials” section and under Nuvei’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

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Shareholders may request a paper copy of the Proxy Materials, at no cost, up to one year from the date this Circular was filed on SEDAR. Shareholders may also make such a request at any time prior to the Meeting by contacting the Transfer Agent at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries), or by email at tsxt-fulfilment@tmx.com. To receive the Proxy Materials in advance of the voting deadline and the Meeting date, requests for paper copies must be received by no later than May 16, 2022.

Appointment of Proxy

The individuals named in the accompanying form of proxy are, for purposes of the Meeting, shareholders and officers and/or directors of the Company, as applicable. A shareholder wishing to appoint some other person to represent such shareholder at the Meeting has the right to do so, either by inserting such person’s name in the blank space provided in the applicable form of proxy or voting instruction form or by completing another proxy.

A proxy will not be valid for the Meeting unless the completed form of proxy or voting instruction form is delivered to the Transfer Agent: (i) by internet at www.tsxtrust.com/vote-proxy; (ii) by email at proxyvote@tmx.com; (iii) by mail addressed to TSX Trust Company Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1; (iv) by fax to 1-416-368-2502 or toll free in Canada and the United States to 1-866-781-3111; or (v) by touch-tone phone toll-free at 1-888-489-7352, in all cases received not later than May 25, 2022 at 10:00 a.m. (ET).

Voting by Proxy at the Meeting

The person you appoint will need to contact the Transfer Agent by either calling 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) or by completing the electronic form available at https://www.tsxtrust.com/control-number-request by no later than 10:00 a.m. (ET) on May 25, 2022 to request a control number to be represented or vote at the Meeting. It is the responsibility of the shareholder or their proxy to contact the Transfer Agent to request a control number.

Without the control number, proxyholders will not be able to participate in the Meeting.

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it at any time before it is exercised, by instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing and deposited with the Transfer Agent: (i) by internet at www.tsxtrust.com/vote-proxy; (ii) by email at proxyvote@tmx.com; (iii) by mail addressed to TSX Trust Company Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1; (iv) by fax to 1-416-368-2502 or toll free in Canada and the United States to 1-866-781-3111; or (v) by touch-tone phone toll-free at 1-888-489-7352, at any time up to 10:00 a.m. (ET) on May 25, 2022.

A proxy may also be revoked by filing a written notice with the Corporate Secretary of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof.

If you have followed the process for participating in and voting at the Meeting online, casting your vote online during the Meeting will revoke your previous proxy.

Exercise of Discretion by Proxies

The persons named in the enclosed form of proxy will vote (or withhold from voting) the shares in respect of which they are appointed as proxies in accordance with the instructions of the shareholders appointing

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them. If a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. If no instructions are given, the shares will be voted:

The enclosed voting information form or form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, and with respect to other business which may properly come before the Meeting or any adjournment thereof. As of the date hereof, management of the Company knows of no such amendment, variation or other business to come before the Meeting. If any such amendment or other business properly comes before the Meeting, or any adjournment thereof, the persons named in the enclosed form of proxy will vote on such matters in accordance with their best judgement.

Voting Shares and Principal Holders Thereof

The Board has fixed the close of business on April 14, 2022 as the record date (the “Record Date”) for determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof.

Only registered shareholders as of the close of business on the Record Date or the persons they appoint as their proxies are permitted to vote at the Meeting.

As of April 14, 2022, there were 65,623,284 subordinate voting shares (the “Subordinate Voting Shares”) and 76,064,619 multiple voting shares (the “Multiple Voting Shares”) issued and outstanding. The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws in that they do not carry equal voting rights with the Multiple Voting Shares.

Each Subordinate Voting Share entitles its holder to one vote with respect to the matters voted at the Meeting and each Multiple Voting Share entitles its holder to ten votes with respect to the matters voted at the Meeting. In aggregate, all of the voting rights associated with the Subordinate Voting Shares, as at April 14, 2022, represent 7.94% of the voting rights attached to all of the issued and outstanding shares of the Company.

The election of the directors, the appointment of the independent auditor of the Company as well as the approval of the By-Law Amendment Resolution will each be determined by a majority of votes validly cast by shareholders at the Meeting by proxy or by participating at the Meeting. The approval of the

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Arrangement Resolution will be determined by at least two-thirds of the votes cast, by proxy or by participating at the Meeting, by the holders of Subordinate Voting Shares and by the holders of Multiple Voting Shares, voting together as a single class.

The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. Upon the first date that a Multiple Voting Share shall be held by a person other than a Permitted Holder (as defined in the Company’s articles of amalgamation), the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised their right to convert such Multiple Voting Share into a fully paid and non-assessable Subordinate Voting Share.

In addition, all Multiple Voting Shares held by each of the Fayer Group Permitted Holders, the Novacap Group Permitted Holders and the CDPQ Group Permitted Holders (each term as defined in the Company’s articles), will convert automatically into Subordinate Voting Shares at such time that the Fayer Group Permitted Holders, the Novacap Group Permitted Holders or the CDPQ Group Permitted Holders, as applicable, no longer respectively beneficially own, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding shares of the Company.

Under applicable Canadian securities laws, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the Toronto Stock Exchange (the “TSX”) designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple Voting Shares, the holders of Multiple Voting Shares have entered into a customary coattail agreement with Nuvei and a trustee (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable Canadian securities laws to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares. Additional information regarding the Coattail Agreement can be found in the Company’s AIF, available under Nuvei’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. A copy of the Coattail Agreement can be found on SEDAR at www.sedar.com.

To the knowledge of the directors and executive officers of Nuvei, as of April 14, 2022, there are no persons who beneficially own, or exercise control or direction over, directly or indirectly, more than 10% of either class of Subordinate Voting Shares or Multiple Voting Shares other than the following:

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Non-Registered Shareholders

You are a non-registered shareholder or “beneficial owner” (a “Non-Registered Holder”) if your Subordinate Voting Shares are registered either: (i) in the name of an intermediary, such as securities dealers or brokers, banks, trust companies or administrators of self-administered RRSPs, TFSAs, RRIFs, RESPs and similar plans (an “Intermediary”), or (ii) in the name of a clearing agency of which the Intermediary is a participant.

In accordance with NI 54-101, Intermediaries are required to seek voting instructions from Non-Registered Holders in advance of the Meeting. Non-Registered Holders will have received from their Intermediary a package of information with respect to the Meeting, including either a proxy form or a voting instruction form.

Should a Non-Registered Holder wish to vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should print their own name, or that of such other person, on the voting instruction form and return it to the Intermediary. In addition, if you are a Non-Registered Holder located in the United States and wish to appoint yourself as a proxyholder in order to attend, participate or vote at the Meeting, you MUST also obtain a valid legal proxy from the Intermediary and submit it to the Transfer Agent. Each Intermediary has its own signature and return instructions. It is important that Non-Registered Holders comply with these instructions if they want the voting rights attached to their shares to be exercised.

Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when, where and by what means the voting instruction form or proxy form must be delivered.

A Non-Registered Holder wishing to revoke their voting instructions should contact their Intermediary to find out whether it is possible to change their voting instructions and what procedure to follow. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out herein and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect at the Meeting.

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We are not sending proxy-related materials to Non-Registered Holders who have declined to receive them in order to save mailing costs and abide by the instructions of such declining Non-Registered Holders.

Under applicable securities legislation, a Non-Registered Holder of securities is a “non-objecting beneficial owner” (or “NOBO”) if such Non-Registered Holder has or is deemed to have provided instructions to their Intermediary not objecting to the Intermediary disclosing ownership information about the Non-Registered Holder in accordance with said legislation, and a Non-Registered Holder is an “objecting beneficial owner” (or “OBO”) if such Non-Registered Holder has or is deemed to have provided instructions objecting to same.

These proxy materials are being sent to both registered holders and Non-Registered Holders of the securities. If you are a Non-Registered Holder, and Nuvei or its agent has sent these materials directly to you, you are a NOBO and your name, address and information about your holdings of Subordinate Voting Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, Nuvei (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

If you are an OBO, you received these materials from your Intermediary or its agent (such as Broadridge), and your Intermediary is required to seek your instructions as to how to vote your Subordinate Voting Shares. Nuvei has agreed to pay for Intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction form. The voting instruction form that is sent to an OBO by the Intermediary or its agent should contain an explanation as to how you can exercise your voting rights, including how to attend and vote directly at the Meeting. Please provide your voting instructions to your Intermediary as specified in the enclosed voting instruction form.

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BUSINESS OF THE MEETING

Shareholders will be asked to consider and vote on the following matters at the Meeting:

As at the date of this Circular, management of the Company is not aware of any changes to the items listed above and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, your proxyholder will be entitled to vote on those items as they see fit.

A simple majority of the votes cast, by proxy or at the Meeting, by the holders of Subordinate Voting Shares and by the holders of Multiple Voting Shares, voting together as a single class, will constitute approval of each of the matters specified in this Circular, except in respect of the Arrangement Resolution (as defined herein), which will have to be approved by at least two-thirds of the votes cast, by proxy or at the Meeting, by the holders of Subordinate Voting Shares and by the holders of Multiple Voting Shares, voting together as a single class.

Financial Statements and Auditor’s Report

The consolidated financial statements, together with the notes thereto, and the auditor’s report thereon, as at December 31, 2021 and for Fiscal 2021, are available under Nuvei’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and at https://investors.nuvei.com. These financial statements will be submitted at the Meeting, but no vote thereon is required or expected.

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Election of Directors

Under our Articles, the Board is to consist of a minimum of three and a maximum of eleven directors as determined from time to time by the directors. Currently, the Board consists of six directors: Philip Fayer, Michael Hanley, David Lewin, Daniela Mielke, Pascal Tremblay and Samir Zabaneh, all of whom are standing for election at this Meeting. The directors are appointed at the annual general meeting of shareholders and the term of office for each of the directors will expire at the time of our next annual shareholders meeting. Our Articles provide that, between annual meetings of shareholders, the directors may appoint one or more additional directors, but the number of additional directors so appointed may not at any time exceed one-third of the number of current directors who were elected at the previous annual meeting of shareholders.

Nominees

The following tables set forth the name and province or state and country of residence of each individual proposed to be nominated at the Meeting for election as a director of Nuvei, as well as each individual’s position within Nuvei (where applicable), their period of service as a director, information relating to committee membership, independence, meeting attendance, principal occupation within the five preceding years, main areas of expertise, and the number and value of securities of Nuvei beneficially owned or controlled, directly or indirectly, by each such individual.

Except where authorization to vote with respect to the election of directors is withheld, the persons designated in the enclosed form of proxy or voting instruction form intend to vote FOR the election of each of the nominees proposed below, all of whom are, on the date of the Meeting, currently serving as directors of the Company. It is not contemplated that any of the nominees will be unable, or for any reason will become unwilling, to serve as a director. However, if that should occur for any reason prior to the election, the persons named in the accompanying form of proxy or voting instruction form reserve the right to vote for another nominee in their discretion, unless a shareholder has specified in the form of proxy or voting instruction form that their shares are to be withheld from voting on the election of directors. Nuvei has adopted a majority voting policy, see “Majority Voting Policy”.

For an overview of our director selection and nomination process, our approach to diversity and inclusion at the Board level, and our majority voting policy, see the section entitled “Corporate Governance” beginning on page 77 of this Circular.

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		Québec, Canada   Age: 44   Director since: 2017   Not Independent (Chief Executive Officer)   Philip Fayer is the founder of Nuvei and serves as its Chair of the Board and Chief Executive Officer. In this capacity, he is responsible for the general direction and management of the Company as well as the development of Nuvei’s growth strategy. Mr. Fayer founded Pivotal Payments, Nuvei’s predecessor, in 2003. A seasoned entrepreneur, Mr. Fayer has over 20 years of experience in the electronic payments industry. Under his leadership and direction, the Company expanded organically and through strategic acquisitions. With the acquisition of SafeCharge in 2019, Nuvei grew its geographic footprint and broadened its technology and service offering to large scale merchants in over 200 global markets. Under his leadership, Nuvei was named in 2020 one of Deloitte Canada’s Best Managed Companies. Mr. Fayer’s business skills, industry knowledge and leadership are broadly recognized having been named in 2009 one of Canada’s Top 40 Under 40™ as well as being awarded in 2019 the Ernst & Young Entrepreneur Of The Year® for Québec in the FinTech category. Mr. Fayer attended Concordia University, in Montréal, Québec. Through a foundation with his wife, Mr. Fayer devotes time for several charities, including with respect to youth unemployment and cancer research.
		Principal Competencies:
2021 Voting Results   For: 99.98%   Withheld: 0.02%		·    Senior Leadership ·    Payments, Financial Services and FinTech ·    Business Development, M&A and Strategy ·    Global Business (experience in multinational organizations) ·    Consumer, Sales, Marketing and Brand Management
		Value of Total Compensation received as Director(1)   Fiscal 2021:             Nil

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		Québec, Canada   Age: 56   Director since: 2020   Independent   Michael Hanley is a Corporate Director with over 25 years of experience in senior management roles and corporate governance. Mr. Hanley is the Lead Director and Chair of the Audit Committee of BRP Inc., and sits on the Board of Directors of Lyondell Basell Industries N.V., where he is also Chair of the Audit Committee and a member of the Health, Safety, Environment and Operations Committee. In addition, he is a member of the Board of Directors of ExCellThera Inc. Previously, Mr. Hanley was a member of the Board of Directors and Audit Committee of ShawCor Ltd. (from 2015 to 2021), a member of the Board of Directors, the Audit Committee and the Human Resources and Compensation Committee of Industrial Alliance Insurance and Financial Services Inc. (from 2015 to 2019), and a member of the Board of Directors and Audit Committee of Le Groupe Jean Coutu (PJC) Inc. (from 2016 until the company’s acquisition by Metro Inc. in 2018). Mr. Hanley has strong experience in finance and management roles serving as Senior Vice-President, Operations and Strategic Initiatives at National Bank of Canada, Executive Vice-President and Chief Financial Officer at Alcan Inc., and President and Chief Executive Officer of the Global Bauxite and Alumina business group. He also served as Chief Financial Officer of two other Canadian public companies, Gaz Métro (now Énergir) and St-Laurent Paperboard Inc. Mr. Hanley is a chartered professional accountant and has been a member of the Ordre des comptables professionnels agréés du Québec (CPA) since 1987.
		Principal Competencies:
2021 Voting Results   For: 99.87%   Withheld: 0.13%		·    Finance, Accounting, Risk and Financial Literacy ·    Global Business (experience in multinational organizations) ·    Senior Leadership ·    Business Development, M&A and Strategy ·    Human Capital Management
		Value of Total Compensation received as Director(5)   Fiscal 2021:             $142,500

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		California, United States   Age: 56   Director since: 2020   Independent   Daniela Mielke is the Managing Partner of Commerce Technology Advisors, LLC, a privately held consulting firm, which she founded in 2016. Ms. Mielke is a global fintech executive with extensive experience of nearly 30 years in the financial services industry, leading organizations through strategic transformation in the face of rapid technology and dynamic market changes. Ms. Mielke has held numerous senior positions including, among others, as Chief Executive Officer of RS2 Inc., Chief Strategy and Product Officer at Vantiv Inc. (now Worldpay), VP, Head of Global Strategy and Market Intelligence for PayPal Inc., and Engagement Manager for McKinsey & Company. Ms. Mielke currently serves as a member of the Boards of Directors of The Bancorp Inc. and Fintech Athena Acquisition Corp. as well as Finca International, a global NGO dedicated to alleviating poverty. Ms. Mielke holds a Master of Business Administration in International Management from the IMD Business School (Lausanne, Switzerland), a Master of Science in Economics from the University of Fribourg (Fribourg, Switzerland), as well as a Bachelor’s degree in Hotel and Restaurant Management from the École hôtelière de Lausanne (Lausanne, Switzerland).
		Principal Competencies:
2021 Voting Results For: 99.99% Withheld: 0.01%		·    Business Development, M&A and Strategy ·    Payments, Financial Services and FinTech ·    Global Business (experience in multinational organizations) ·    Technology and Innovation ·    Senior Leadership
		Value of Total Compensation received as Director (5)   Fiscal 2021:             $113,429

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		Ontario, Canada   Age: 55   Director since: 2022(9)   Independent   Samir Zabaneh is the Chairman and Chief Executive Officer of TouchBistro, Inc., an all-in-one point of sale and restaurant management software provider, since April 2021. Mr. Zabaneh is a seasoned financial and operations executive with years of experience in the global fintech industry. Prior to joining TouchBistro, Mr. Zabaneh held various executive leadership roles, including as Executive Vice President, Global Business Services at Fiserv Inc. (previously First Data) from 2018 to 2019, Chief Financial Officer at Element Fleet Management Corp. from 2017 to 2018 as well as at Global Payments (previously Heartland Payment Systems, Inc.) from 2014 to 2016 and as Chief Operating, Financial and Strategy Officer at Moneris Solutions Corporation from 2008 to 2014. Mr. Zabaneh executed during this time various successful strategies related to vertical specific software solutions integrated with payments processing. Mr. Zabaneh has extensive experience with private and public companies. He sits on the Board of Directors of ACI Worldwide Inc. and is also a member of its Audit Committee. Mr. Zabaneh holds a Bachelor of Accounting from Northeastern University (Boston, Massachusetts), a Master of Science in Finance from Boston College (Chestnut Hill, Massachusetts), and an MBA from Suffolk University (Boston, Massachusetts).
		Principal Competencies:
2021 Voting Results   For: Nil   Withheld: Nil		·    Payment, Financial Services and FinTech ·    Finance, Accounting, Risk and Financial Literacy ·    Senior Leadership ·    Global Business (experience in multinational organizations) ·    Technology and Innovation
		Value of Total Compensation received as Director   Fiscal 2021:             n/a(9)

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Appointment of Auditors

PricewaterhouseCoopers LLP (“PwC”), chartered accountants, has served as auditors of the Company since the fiscal year ended on December 31, 2003. The Board proposes that PwC be reappointed as auditors of the Company to hold office until the next annual meeting of shareholders and that its remuneration be recommended by the Audit Committee and fixed by the Board.

Under its charter, the Audit Committee of the Company is required to pre-approve all non-audit services to be performed by the external auditors in relation to the Company, together with approval of the engagement letter for such non-audit services and estimated fees therefor. Additional details regarding the Audit Committee and the above-mentioned fees can be found in the section entitled “Audit Committee” of the Company’s AIF, available under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and on the Company’s website at https://investors.nuvei.com.

Except where authorization to vote with respect to the appointment of auditors is withheld, the persons designated in the enclosed form of proxy or voting instruction form intend to vote FOR the reappointment of PwC, as auditors of the Company, to hold office until the close of the next annual meeting of shareholders at such remuneration as may be recommended by the Audit Committee and fixed by the Board.

Approval of the Special Resolution in Respect of the Plan of Arrangement to Amend the Company’s Articles

At this year’s Meeting, holders of Subordinate Voting Shares and holders of Multiple Voting Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, the Arrangement Resolution, to approve a plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) to effect the Amendments to add certain constrained securities ownership provisions providing the Company with, among other measures, the right to redeem, repurchase or force the sale of, shares of the Company to facilitate compliance with applicable laws.

The full text of the Arrangement Resolution is reproduced in its entirety under “Schedule A-1” attached to this Circular.

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Reasons for and Background to the Arrangement

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The Board unanimously approved the Amendments and the Arrangement (subject to the receipt of necessary shareholder and Court approvals), determined that the Arrangement is in the best interests of the Company and is fair to all Company shareholders and recommended that Company shareholders vote FOR the Arrangement Resolution.

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The Arrangement and Amendments

The Company intends to implement the Amendments by way of a court supervised and shareholder approved Arrangement pursuant to section 192 of the CBCA. The full text of the Plan of Arrangement is reproduced in its entirety under “Schedule A-2” attached to this Circular. If adopted, the Amendments will provide the Company with appropriate measures to facilitate compliance with applicable laws, including in respect of ownership restrictions and suitability requirements.

Proposed Amendments to the Articles

The proposed Amendments include provisions providing that, among other things, if any of the applicable ownership restrictions under applicable legislation are exceeded, or if a shareholder (or proposed shareholder) is considered unsuitable by a Regulatory Authority to own Nuvei shares, certain rights of Nuvei shareholders may be suspended and the Company may sell, repurchase or redeem the applicable shares.

The proposed Amendments strive to facilitate compliance with the most stringent laws and regulations in respect of ownership restrictions and suitability requirements that may be or become applicable to Nuvei shareholders, while affording the requisite flexibility for the Board to implement actions which may be deemed required under applicable law, including, without limitation, as a result of changing regulatory and licensing requirements or due to our expansion into new jurisdictions, products and services triggering application of additional laws and licensing requirements. Based on advice received from various local external counsel, Nuvei believes that the lowest Regulatory Ownership Requirement (as defined below) currently applicable to its holders of Subordinate Voting Shares would be triggered by the acquisition of any direct or indirect legal or beneficial ownership, or control or direction over, Subordinate Voting Shares (or securities convertible into or exercisable or exchangeable for Subordinate Voting Shares) representing 10% or more of the total number of issued and outstanding Subordinate Voting Shares and Multiple Voting Shares (in the aggregate), being 14,168,790 Subordinate Voting Shares based on the total number of issued and outstanding Subordinate Voting Shares and Multiple Voting Shares as at April 14, 2022. However, shareholders should note that the proposed Amendments will allow the Board the requisite flexibility and discretion to apply such other greater or lesser ownership threshold, or additional ownership threshold or thresholds, as may be established in applicable laws from time to time, without any action or consent required on the part of shareholders.

For purposes of the Amendments, “ownership”, “ownership interest”, “own” (including any derivatives thereof) when used in relation to securities, means any direct or indirect registered and/or legal ownership, or beneficial ownership pursuant to the definitions of “beneficial ownership” or “beneficial interest” under applicable legislation, or power to exercise control or direction over such securities, without limitation.

Such restrictions and measures are required to, among other things, enable the Company and its subsidiaries to carry on their business in accordance with applicable legislation in various jurisdictions regulating the operation of activities undertaken or to be undertaken by the Company and its subsidiaries, including certain laws prescribing ownership restrictions and suitability requirements applicable to Nuvei shareholders, as described above. The purpose of the Amendments is to provide the Company with a means of protecting itself from having a shareholder whose ownership of Nuvei shares or whose failure to comply with the suitability or other requirements of a Regulatory Authority may result in the loss, suspension, revocation (or similar action) with respect to any license, permit, authorization, waiver or other regulatory approval held by the Company or any of its subsidiaries, or the denial of any license, permit, authorization, waiver or other regulatory approval sought by the Company or any of its subsidiaries.

In particular, if adopted, the Amendments will, among other things, add restrictions on the issue, transfer and ownership of securities of the Company, including introducing certain requirements triggered by the

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acquisition of any direct or indirect legal or beneficial ownership, or control or direction over, (i) 10% (or such other greater or lesser ownership threshold, or additional ownership threshold or thresholds, as may be established in applicable laws from time to time) of either (A) the total number of issued and outstanding shares of the Company (or of any class of issued and outstanding shares of the Company, as may be established in applicable laws from time to time), or (B) the total voting power ascribed to all issued and outstanding shares of the Company, or (ii) 10% (or such other greater or lesser ownership threshold, or additional ownership threshold or thresholds, as may be established in applicable laws from time to time) of the value of the aggregate paid up capital of the Company (as applicable, the “Regulatory Ownership Requirements”). The proposed Amendments will require persons who, either on their own or as part of a group acting in concert (collectively, a “Subject Securityholder”) hold, acquire or propose to acquire, directly or indirectly, shares of the Company of any class that, together with the shares, convertible, exercisable or exchangeable securities and other securities of the Company of any class owned by the Subject Securityholder on the date of the acquisition (assuming the exercise, settlement, exchange or conversion thereof), equal or exceed the Regulatory Ownership Requirements or, thereafter, any increment and/or multiple thereof, to provide advance written notice to the Company and receiving the advance written approval of the Company (and, if deemed necessary or advisable by the Board, of the applicable Regulatory Authorities) for the acquisition.

The Amendments also set out the remedies available to the Company in the event that, in the reasonable opinion of the Board, a Subject Securityholder (i) fails to comply with the Regulatory Ownership Requirements, (ii) owns securities of the Company in a way that is inconsistent with applicable laws, (iii) owns securities of the Company in a way that jeopardizes the ability of the Company or any of its affiliates to maintain or obtain a license, permit, authorization, waiver or other regulatory approval, or causes or otherwise results in the imposition of materially burdensome or unacceptable terms or conditions on any license, permit, authorization, waiver or other regulatory approval, or in the imposition of material fines, penalties or other liabilities on the Company or any of its affiliates, (iv) refuses or fails to comply, within a reasonable time, with a request or requirement by a Regulatory Authority to appear before, or submit to the jurisdiction of, or file an application with, or provide information to, any Regulatory Authority, pursuant to any applicable law, that is relevant to its determination of the suitability, fitness or qualification of such Subject Securityholder with respect to owning securities of the Company, or (v) is determined by a Regulatory Authority not to be suitable, “fit and proper” or qualified with respect to owning securities of the Company (such events are considered the “Triggering Events”), including:

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The Amendments require the Company to provide a Subject Securityholder with notice in writing as soon as reasonably practicable after the Company becomes aware of a Triggering Event. The Amendments require the Subject Securityholder who is the recipient of such notice, to forthwith rectify such Triggering Event, or within 30 days or such other period as may be required by applicable laws, to dispose of or otherwise transfer the number of securities of the Company giving rise to the Triggering Event on a basis that does not result in a further Triggering Event and that is otherwise in compliance with applicable laws (or else provide written evidence satisfactory to the Company that no such Triggering Event has occurred or is continuing, or that the applicable Regulatory Authorities are satisfied that no sale or other disposition of Nuvei securities is required as a result of the Triggering Event). The Company’s written notice to the Subject Shareholder will also indicate that any failure by the Subject Securityholder to take the requested measures to the Company’s satisfaction may result in the consequence of sale or repurchase of such Subject Securityholder’s shares without further notice to the Subject Securityholder.

Pursuant to the Amendments, if the Subject Securityholder has not disposed of or otherwise transferred the number of securities of the Company giving rise to the Triggering Event, and the Triggering Event has not been rectified or otherwise continues to exist, and either (i) a sale or other disposition of Nuvei shares owned by the Subject Securityholder is required by the applicable Regulatory Authorities, or (ii) the Board deems necessary or advisable a sale or other disposition of Nuvei shares owned by the Subject Securityholder, based on information available to it and/or consultation with the applicable Regulatory Authorities, then the Company shall have the power and authority (but not the obligation), subject to applicable laws, and at its sole option and discretion, in a single transaction or in a series of transactions at any time and from time to time, to (1) sell all or a portion of the shares and distribute the proceeds to the Subject Securityholder, or (2) repurchase or redeem, for cancellation, all or a portion of the shares, at a price (the “Repurchase Price”) per share equal to (a) 95% of the volume weighted average trading price of the shares on the stock exchange in Canada or the United States on which the highest volume of such shares is generally traded at that time, as determined by the Board, for the 20 trading days on which at least one board lot of shares has traded preceding the repurchase date, or (b) if the applicable class of shares are not listed or quoted on a stock exchange or the requisite trading of shares has not occurred on any stock exchange or other organized market, the amount as is determined by the Board, acting reasonably and in good faith, to be the fair value of the shares to be repurchased; or, in either such case, such lower price per share as may be required by any applicable Regulatory Authority. The Repurchase Price will be payable in cash, by the issuance of a promissory note, or a combination thereof, as the Board shall determine. To the extent required by applicable laws, the Company may deduct and withhold any tax from the Repurchase Price. To the extent any amounts are so withheld and are timely remitted to the applicable governmental authority, such amounts shall be treated for all purposes herein as having been paid to the person in respect of which such deduction and withholding was made.

In any such case, the Company shall only sell or redeem or repurchase, as applicable, that number of shares required by the applicable Regulatory Authorities to be sold or otherwise disposed of, or that the Board deems necessary or advisable to be sold or otherwise disposed of, based on information available to it and/or consultation with the applicable Regulatory Authorities.

From and after any payment or deposit of the net proceeds of sale or the Repurchase Price, respectively, in the manner contemplated in the Amendments, the Subject Securityholder shall not be entitled to any of the remaining rights of a holder in respect of the shares sold or repurchased or redeemed, other than the right to receive the payment or funds so deposited on presentation and surrender of the shares sold or repurchased or redeemed.

As soon as is reasonably practicable after, and, in any event, not later than 30 days after, a payment or deposit of the net proceeds of sale or the Repurchase Price, respectively, is made in the manner contemplated in the Amendments, the Company shall send a notice to the Subject Securityholder of the

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shares sold or repurchased or redeemed stating, in addition to any other information required by applicable laws: (i) the specified number of shares sold, repurchased or redeemed, as the case may be; (ii) the amount of the net proceeds of sale or the Repurchase Price, as the case may be; (iii) if applicable, the name and address of the bank or trust company at which the Company has made the deposit of the net proceeds of sale or the Repurchase Price, as the case may be; and (iv) all other relevant particulars of the sale, repurchase or redemption, respectively.

The Amendments also provide that the Board may make, amend or repeal any by-laws or other documents required to administer the provisions of the Amendments, including by-laws or other documents to require any person whom the Board knows or has reasonable cause to believe to be interested (legally or beneficially) in Nuvei shares to furnish forthwith a declaration, in the form prescribed by the Company (a “Certificate of Compliance”), declaring:

and declaring any further facts that the Board considers relevant.

Failure by a Subject Securityholder to provide the Certificate of Compliance or other required declaration shall result in a deemed Triggering Event and shall trigger the same remedies as though that Subject Securityholder had caused a Triggering Event.

Further, in the event the Arrangement Resolution is approved by the requisite special majority of shareholders at the Meeting and the Arrangement is implemented by the Board, the Company may adopt various procedures and processes to monitor the level of ownership of its Subordinate Voting Shares, and by obtaining data on: (i) registered shareholders from our transfer agent and registrar, and (ii) beneficial shareholders from CDS Clearing and Depository Services (CDS) in Canada and the Depository Trust Company (DTC) in the United States.

A copy of the Articles, as amended by the Amendments, marked to show the changes to the current Articles, is attached as Schedule “A-4” to this Circular.

Risk Related to the Amendments

The laws, rules, and regulatory and licensing requirements governing the Company’s complex and evolving activities (including those of its subsidiaries) evolve frequently, and it is possible that applicable ownership restrictions and suitability requirements may be modified, interpreted, and applied in an inconsistent manner in a particular jurisdiction as well as from one jurisdiction to another, and may conflict with one another. This requires the Company to exercise judgement as to whether certain laws, rules, and regulations apply to it and its subsidiaries. It is possible that regulators may disagree with such conclusions, and widespread compliance is difficult and costly. Some jurisdictions are also frequently amending existing laws, requiring attention to frequently changing regulatory requirements. While the proposed Amendments strive to facilitate compliance with the most stringent laws and regulations in respect of ownership restrictions and suitability requirements that may be or become applicable to Nuvei shareholders, the Company cannot provide any assurance that the forced sale, repurchase or redemption remedies set forth in the Amendments will adequately address the concerns of any applicable Regulatory Authorities or enable the Company and its subsidiaries to make all required regulatory filings or obtain and maintain all licenses,

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permits or other regulatory approvals that are required to conduct their business. Furthermore, the Company cannot prevent a Subject Securityholder from acquiring or reacquiring Nuvei shares, and can only address any ownership unsuitability by exercising its forced sale, repurchase or redemption rights pursuant to the related provisions of the Amendments.

To the extent a relevant threshold of ownership is exceeded, or to the extent any shareholder may be found or considered by a Regulatory Authority to be unsuitable to own shares in the Company, any such shareholder may be compelled to sell its Nuvei shares (or have such Nuvei shares sold on its behalf or repurchased for cancellation). Such forced sale and repurchase or redemption rights may negatively affect the trading price and/or liquidity of our securities. Moreover, if a holder of an interest in Nuvei shares is required to sell its interests in Nuvei shares (or have such Nuvei shares sold on its behalf or repurchased for cancellation), subject to the Articles, any such sale may be required at a time, price or otherwise on terms not acceptable to such holder. Holders of interests in Nuvei shares should be aware that none of the Company or its directors or officers, accept, to the maximum extent permitted by law, any responsibility whatsoever for any loss which any such holder may suffer as a result of the sale of any interests in Nuvei shares held in connection with the exercise by the Company of the powers referred to above.

If the Company exercises its right to redeem shares from a Subject Securityholder, the Company will be required to fund the Repurchase Price, which may be substantial in amount, from its existing cash resources, the incurrence of indebtedness in the form of a promissory note issued to the Subject Securityholder or other sources of liquidity.

Notwithstanding the adoption of the proposed Amendments, the Company may not be able to exercise its repurchase or redemption rights in full or at all. Under the CBCA, a corporation may not make any payment to redeem shares if there are reasonable grounds for believing that the payment would cause the corporation to be unable to pay its liabilities as they become due or if making the payment would cause the corporation to be unable to pay, when due, the entire redemption price of its redeemable shares. Furthermore, the Company may be subject to certain contractual restrictions on its ability to repurchase or redeem its shares including, for example, pursuant to applicable provisions of its credit facilities. In the event that such restrictions prohibit the Company from exercising its repurchase or redemption rights in part or in full, the Company will not be able to exercise its repurchase or redemption rights absent a waiver of such restrictions, which the Company may not be able to obtain on acceptable terms or at all.

Moreover, sales of a substantial number of Subordinate Voting Shares in the public market could occur at any time as a result of the Company exercising its forced sale rights pursuant to applicable provisions of the Amendments. These sales, or the market perception that a large number of Subordinate Voting Shares may be sold, could reduce the prevailing market price of our Subordinate Voting Shares. We cannot predict the effect, if any, that future public sales of these securities will have on the market price of our Subordinate Voting Shares. If the market price of our Subordinate Voting Shares were to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investment.

Implementation of the Amendments by way of the Arrangement

The Amendments will be implemented by way of the Arrangement. The Company determined that the use of a plan of arrangement under Section 192 of the CBCA is the most effective way to achieve the purpose of the Amendments, in providing the Company with appropriate measures to facilitate compliance with applicable laws, including in respect of ownership restrictions and suitability requirements.

Registered shareholders may, upon compliance with certain conditions and in certain circumstances, exercise dissent rights and, if ultimately successful, receive fair value for their Subordinate Voting Shares and Multiple Voting Shares as determined by the Court (as defined below). See “Rights of Dissent in Respect of the Arrangement Resolution”.

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In accordance with the Interim Order (as defined and discussed further below), holders of Subordinate Voting Shares and Multiple Voting Shares will vote together as a single class in respect of the Arrangement Resolution.

In addition, the fact that the Arrangement must be approved by the Superior Court of Québec (the “Court”) (see “Description of the Arrangement – Court Approval” below) will allow the Court to ensure than an appropriate balancing of rights of all Company shareholders has been achieved.

The Board has unanimously concluded that the Arrangement is in the best interests of the Company and is fair to all Company shareholders and unanimously recommends that all Company shareholders vote FOR the Arrangement Resolution and thereby approve the implementation of the Arrangement.

Board Approval and Recommendation

The Board unanimously approved the Arrangement, subject to the receipt of necessary shareholder and Court approvals, and authorized submission of the Arrangement to the shareholders for consideration and, following approval by the shareholders, to the Court for consideration and approval. The decision to approve the Arrangement was reached by the Board after consideration of many factors, including the following:

Description of the Arrangement

If the Arrangement Resolution is passed and the Arrangement is approved by the Court, the effective date of the Arrangement is expected to be on or around May 31, 2022, but may be such other date as may be

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determined by the Company. The Arrangement may, at any time before or after the holding of the Meeting and prior to filing the articles of arrangement under the CBCA to give effect to the Arrangement, be terminated by the Board without further notice to or action on the part of the shareholders. Even if the Arrangement Resolution is approved, the Board retains the power to revoke it at all times without any further approval by shareholders. The Board will only exercise such power in the event that it is, in its opinion, in the best interest of the Company. For example, if a significant number of shareholders dissent in respect of the Arrangement Resolution, the Board may determine not to proceed with the Arrangement. Upon such termination, the Arrangement will not proceed.

Conditions to the Arrangement becoming Effective

In order for the Arrangement to become effective, the following must occur:

Regulatory Matters

Any amendment to the articles of a listed issuer, such as the Company, must be pre-cleared with the TSX and, accordingly, the Company has provided notice to the TSX regarding the Amendments. The TSX accepted notice of the Amendments, subject to the satisfaction of customary conditions, including its review of the final form of the Amendments and approval of the Amendments by Company shareholders.

Required Shareholder Approval

The interim order of the Court dated March 30, 2022 (the “Interim Order”) provides that for the Arrangement to be implemented, the Arrangement Resolution must be passed, with or without variation, by at least two-thirds of the votes cast at the Meeting by holders of Subordinate Voting Shares and holders of Multiple Voting Shares present virtually or represented by proxy and who are entitled to vote at the Meeting, voting together as a single class.

Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the persons designated in the form of proxy provided to registered shareholders or in the voting instruction form provided to non-registered shareholders intend to vote FOR the Arrangement Resolution.

Court Approval

Interim Order

On March 30, 2022, the Court granted the Interim Order facilitating the calling and holding of the Meeting and prescribing the conduct of the Meeting and other matters. The Interim Order is reproduced in its entirety under “Schedule A-3” attached to this Circular.

Final Order

The CBCA provides that an arrangement requires Court approval. Subject to the terms of the Arrangement, and if the Arrangement Resolution is approved by Company shareholders at the Meeting in the manner required by the Interim Order, the Company will apply to the Court for the Final Order.

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The application for the Final Order approving the Arrangement is scheduled for May 31, 2022 at 9:00 a.m. (Montréal time), or as soon thereafter as counsel may be heard, at the Superior Court of Québec in Montréal, 1, Notre-Dame East, Montréal, Québec, Canada H2Y 1B6. At the hearing, any Company shareholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to (i) on or before 4:30 p.m. (Montréal time) on May 27, 2022, filing with the Court and serving upon the Company a Notice of Appearance setting out their address for service and indicating whether such Company shareholder or other interested party intends to support or oppose the application or make submissions thereat, (ii) should the party intend to oppose the application, on or before 12:00 p.m. (Montréal time) on May 30, 2022, filing with the Court and serving upon the Company a summary of the position such Company shareholder or other interested party intends to advocate before the Court and any evidence or materials which such party intends to present to the Court. Service of such notice shall be effected by service upon the solicitors of Nuvei: 1155 René-Lévesque Boulevard West, 41st Floor, Montréal, Québec, Canada H3B 3V2, Attention: Mtre Stéphanie Lapierre. See the Notice of Application in respect of the Final Order reproduced in its entirety under “Schedule A-5” attached to this Circular.

The Company has been advised by its counsel that the Court has broad discretion under the CBCA when making orders with respect to the Arrangement and that the Court, in hearing the application for the Final Order, will consider, among other things, the fairness and reasonableness of the Arrangement to the Company shareholders and any other interested party as the Court determines appropriate, both from a substantive and a procedural point of view.

The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any required amendments, the Company may determine not to proceed with the Arrangement.

Rights of Dissent in Respect of the Arrangement Resolution

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Approval of the Ordinary Resolution in Respect of Certain Amendments to the Company’s General By-Law

At the Meeting, holders of Subordinate Voting Shares and holders of Multiple Voting Shares will also be asked to consider and, if deemed appropriate, to pass, with or without variation, the By-Law Amendment Resolution, confirming certain amendments to the Company’s general by-law (the “Amended By-Law”) necessary to administer the provisions of the Amendments to the Articles and assist the Company in monitoring compliance therewith as described immediately above. The full text of the By-Law Amendment Resolution is reproduced in its entirety under “Schedule C” attached to this Circular.

The Amended By-Law will, if the By-Law Amendment Resolution is approved by a majority of Company shareholders present virtually or represented by proxy and who are entitled to vote at the Meeting, voting together as a single class, replace the existing “By-Law No. 2020-1 – General By-Law” of the Company. More specifically, the Amended By-Law adds a new provision permitting the Company to, among other things, require Certificates of Compliance as contemplated by the Amendments, and all other terms of the existing “By-Law No. 2020-1 – General By-Law” will remain unchanged.

The above is only a summary of the proposed amendments to the Company by-laws. The Company refers you to the full text of the Amended By-Law reproduced in its entirety under “Schedule C” attached to this Circular. Company shareholders are encouraged to review the Amended By-Law in its entirety.

The Amended By-Law has been unanimously approved by the Board and will become effective upon (and conditioned upon) both (i) it being approved at the Meeting by the requisite shareholder vote, and (ii) the Arrangement Resolution being approved at the Meeting by the requisite shareholder vote. If the Amended By-Law is approved but the Arrangement Resolution is not approved, the Amended By-Law will not become effective.

Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the persons designated in the form of proxy provided to registered shareholders or in the voting instruction form provided to non-registered shareholders intend to vote FOR the By-Law Amendment Resolution.

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EXECUTIVE COMPENSATION

A Message from the Governance, Human Resources and Compensation Committee

Dear Shareholders,

On behalf of the Governance, Human Resources and Compensation Committee (the “GHRC Committee”) and the Board, we are pleased to share with you our approach to executive compensation, including the framework we use to make compensation decisions. 2021 was an instrumental year, as we put in place several foundational blocks of our executive compensation program at Nuvei.

We operate in a highly disruptive industry and our success is tied to the caliber of the people we hire. The coronavirus pandemic has also fueled significant changes in the labour market and talent practices, with employee retention being a key challenge that companies like Nuvei are facing. Therefore, in 2021, our focus was to proactively address these dynamics by ensuring that any decisions we made with regards to executive compensation will not only motivate our executives in the delivery of our long-term business strategy, the creation of sustained shareholder value, and the support of our growth, but also allow us to attract and retain top talent in an extremely competitive labour market. Further, as our culture is deeply rooted in its entrepreneurial beginnings, with a focus on driving performance and results, it was imperative that our executive compensation program also reflects our philosophy of pay for performance.

2021 Company Performance Highlights

Fiscal 2021 was exceptional for us, from both financial and strategic operational perspectives. We continued a strong momentum in the business and exceeded our financial outlook for the year. Our total volume¹ increased 121% to $95.6 billion for the year, with revenue increasing 93% and Adjusted EBITDA² increasing by 95% compared to 2020. Cash flow from operating activities also increased by 182% to $266.9 million from $94.8 million. Our organic revenue3 growth was 61%, with organic revenue³ increasing to $600.9 million from $373.7 million in 2020. Net income increased by $210.7 million to $107.0 million compared to a net loss of $103.7 million in 2020. We finished the year with a strong balance sheet, with cash of $748.6 million at December 31, 2021 compared to $180.7 million at December 31, 2020.

¹ Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by customers under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.

² Adjusted EBITDA is a non-IFRS measure. See “Non-IFRS and Other Financial Measures”.

³ Organic revenue is a non-IFRS measure. See “Non-IFRS and Other Financial Measures”.

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We made significant progress on our strategic initiatives and executed on multiple growth opportunities. We continued expanding our footprint geographically, increasing our total addressable market, while also broadening existing customers’ reach and winning numerous new customers. From a product perspective, we enhanced our payment capabilities and solutions, and added new alternative payment methods. We also accelerated our investment in marketing, innovation, distribution and talent, including expanding our executive team with key roles. Through our listing on the Nasdaq Global Select Market in the United States in October 2021 (the “Nasdaq Listing”), we raised gross proceeds of approximately $424.8 million (net proceeds of approximately $411.0 million) to accelerate our future growth.

These exceptional results are a testament to the unparalleled talent and leadership of our executive team in driving and delivering continuous sustainable year-over-year growth, resulting in important shareholder value creation.

2021 Executive Compensation and Governance Highlights

One of the key responsibilities of the GHRC Committee is to oversee our executive compensation programs, including the design and development of our compensation philosophy, principles and policies, with a view to promoting our performance-oriented culture and aligning the interests of our executives with those of our shareholders. Accordingly, in 2021, we continued to build on the foundations of the executive compensation program that we started after our initial public offering and TSX listing in September 2020 (the “TSX Listing”). We have implemented several important actions highlighted below, with details provided further in the Circular under the relevant sections.

Peer Group

To ensure our compensation program is competitive and well positioned in the market in order to attract and retain top executive talent, we have approved a peer group to use for compensation benchmarking, based on recommendations of our independent compensation advisor. The companies forming part of our Peer Group (as defined below) consist of similar industry public companies with comparable revenue size, revenue growth, market capitalization, complexity of operations and employee populations. We will periodically review our peer group to ensure it reflects our evolving business and scale, and make changes as required.

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Share Ownership Guidelines, Clawback Policy and Compensation Risk Assessment

As part of our prudent compensation risk management practices, we implemented several policies and actions to mitigate potential inherent risks associated with our executive compensation programs. Notably, we adopted a robust Clawback Policy and Share Ownership Guidelines, and conducted a risk assessment of our compensation programs, with the assistance of our independent compensation advisor. With these initiatives, we believe we have sound practices in place to ensure our executive compensation program does not encourage excessive or inappropriate risk taking, but rather motivates our executives to focus on long-term sustained value creation for our shareholders.

2021 Special Executive Equity Awards

Retaining and incentivizing our critical executive leadership team to drive and deliver sustainable long-term growth for the Company and our shareholders is a top priority for the Board. We worked with our independent compensation advisor to design special equity awards for Philip Fayer, our Chair and Chief Executive Officer (“CEO”), David Schwartz, our Chief Financial Officer, and Yuval Ziv, our President. These awards aim to not only recognize these executives’ critical importance to the successful execution of our business strategy, but to promote their long-term retention considering the extremely competitive market conditions for experienced senior executives. Moreover, in the case of the CEO equity awards, which are entirely performance-based, payouts will only be delivered if significant shareholder value is created. More specifically, if the price of our Subordinate Voting Shares reaches $370 during the performance vesting period, representing a share price increase of 200% over the share price at the date of grant (and an increase of 469% over the share price at December 31, 2021), Mr. Fayer and his leadership team will have contributed to the creation of close to $35 billion in total shareholder value.

In this context, in October 2021, Mr. Fayer was granted 665,000 PSUs and 2,200,000 performance stock options, with the vesting of both awards tied to the achievement of significant share price performance hurdles and continued service. To establish the scale and objectives of these awards, numerous factors were considered, including Mr. Fayer’s performance, his anticipated contributions and vision for our future growth, as well as similar equity award market data provided by the GHRC Committee’s independent compensation advisor. These equity awards align Mr. Fayer’s compensation closely with the long-term interests of our shareholders, as the payout is tied to the achievement of significant high-performance levels, and incentivize long-term performance beyond typical market compensation programs. The vesting of the PSUs is tied to the achievement of a 50% increase over a base price of $123.14 per Subordinate Voting Share for a period of 45 consecutive trading days before December 31, 2024. The vesting of the options is subject to the achievement of 100% and 200% increases, respectively, over the exercise price of $123.14 per Subordinate Voting Share for a period of 45 consecutive trading days before the sixth anniversary of the grant date.

Furthermore, in September 2021, Messrs. Schwartz and Ziv were granted 215,000 and 350,000 stock options, respectively, with each option having an exercise price of $120.05 per Subordinate Voting Share and a vesting schedule of four and five years, respectively. These awards were made to recognize Messrs. Schwartz and Ziv’s overall importance to the Company and the critical need to retain and incentivize these experienced and highly motivated executives to carry out our long-term business strategy under the leadership of our CEO. As at December 31, 2021 and April 14, 2022, these stock options were out-of-the money as the strike price was above the market price of the Subordinate Voting Shares and therefore had nil intrinsic value.

2022 Executive Long-term Incentive Awards

In March 2022, as part of our continued review of our executive compensation program, the Board approved annual long-term incentive grants of RSUs and PSUs for Messrs. Fayer, Schwartz and Ziv, considering recommendations provided by our independent compensation advisor based on our Peer Group market data. The objectives of these grants are to reward the achievement of sustained long-term market

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performance, further align the interests of our executives with those of our shareholders, and to promote retention. By tying the vesting of the PSUs to the achievement of specific performance criteria, we are further reinforcing the link between compensation and delivery of superior market performance for these executives, in alignment with our pay-for-performance philosophy.

Conclusion

In 2022, we will continue enhancing our executive compensation program, policies and practices to ensure that they support our long-term strategy and priorities, in alignment with our compensation philosophy and principles. This will include benchmarking of our executive compensation, reviewing performance targets and related payouts under our variable, pay-at-risk compensation plans to reinforce our pay-for-performance orientation, and assuring that our compensation policies follow sound risk management and good governance practices.

We believe that the executive compensation decisions we made in 2021 support our financial and strategic growth commitments for 2022, by retaining and incentivizing a highly skilled and experienced executive team that will continue to work on enhancing the long-term value of the Company going forward.

Sincerely,

David Lewin, Michael Hanley,

Daniela Mielke & Pascal Tremblay,

members of the GHRC Committee

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Compensation Discussion and Analysis

Compensation Objectives and Philosophy

Our executive compensation program is designed to nurture an entrepreneurial and performance-oriented culture that promotes outstanding service and support to our business partners and customers. We aim to attract, motivate and retain top talent in a rapidly evolving industry and an extremely competitive labour market by providing competitive compensation and benefits to our executive officers. We also seek to encourage and reward the achievement of superior corporate and individual performance and to align executive officers’ incentives with long-term shareholder value creation. To achieve these objectives, our executive compensation program is designed to reflect the following key principles:

We will continue to evaluate our compensation philosophy and program as circumstances require and will review compensation on an annual basis. As part of this review process, we will be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to us if we were required to find a replacement for a key executive.

Overview and GHRC Committee

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The GHRC Committee conducts an annual compensation risk assessment with the assistance of its independent compensation advisor to identify potential risks associated with our compensation programs. The assessment for Fiscal 2021 concluded that current compensation programs and practices are not reasonably likely to have a material adverse effect on the Company.

The Company’s current compensation structure attempts to ensure that compensation and incentive plans do not promote management to take inappropriate or excessive risks based on:

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Compensation Governance

Clawback Policy

To date, the Company has not encountered a situation where a compensation recoupment or adjustment has been required in the circumstances described above.

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Anti-Hedging Policy

Compensation Advisor

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The aggregate fees billed by Korn Ferry and Compensia in Fiscal 2021 and Fiscal 2020 for executive compensation-related services and all other services are as set out below:

Peer Group

In Fiscal 2021, based on recommendations from its independent compensation advisor, Compensia, the GHRC Committee approved a peer group (the “Peer Group”) to use for executive compensation benchmarking going forward. The companies forming part of the Peer Group consist of similar industry public companies with comparable revenue size, revenue growth, market capitalization, complexity of operations and employee populations to Nuvei. The specific criteria used in selecting the companies in the Peer Group selection are detailed below. In addition, the GHRC Committee considered market data available though the Radford Technology salary survey in connection with determining equity-based awards for certain executive officers.

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Based on the above criteria, the companies included in the Peer Group used by the GHRC Committee for purposes of benchmarking executive compensation are listed below:

Peer Group Financial Information⁽¹⁾

The GHRC Committee will periodically review the Peer Group to ensure the companies selected still reflect the evolving business and scale of the Company and peer group selection criteria detailed above, and make changes as required. The GHRC Committee, in accordance with its compensation philosophy, will also periodically assess how competitive the Company’s executive compensation is in order to make compensation-related decisions.

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Elements of Executive Compensation

The following section describes the elements of Nuvei’s executive compensation program, with particular emphasis on the process for determining compensation payable to our Chief Executive Officer, Chief Financial Officer and other three most highly compensated executive officers (collectively, the “Named Executive Officers” or “NEOs”). For Fiscal 2021, the Company’s NEOs were:

The elements comprising the Company’s executive compensation program are determined in accordance with the Company’s compensation objectives and existing market practices. The Company’s compensation program for its NEOs consists primarily of the following elements:

Base Salary

Base salaries for NEOs are established based on the scope of their responsibilities, competencies and their prior relevant experience, taking into account competitive compensation paid in the market for similar positions and the market demand for such NEOs. A NEO’s base salary is determined by taking into consideration the NEO’s total compensation package and the Company’s overall compensation philosophy.

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The Board, upon recommendations from the GHRC Committee, and in consultation with the Chair and Chief Executive Officer in the case of the other NEOs, reviews base salaries annually to ensure that they continue to reflect individual performance and market conditions, and approves merit increases or other adjustments, as deemed appropriate. Additionally, base salaries may be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities, as well as for market competitiveness.

Short-Term Incentives / Annual Bonus

When all business and financial objectives are achieved, the target bonus opportunity is paid. If the objectives for the year are partially met, the actual bonus payout is less than the target, down to zero, and if the objectives are exceeded at year-end, the payout potential can reach 200% of the target bonus opportunity (as the maximum bonus is capped at 200% of the target bonus opportunity). Once each financial year is completed, the GHRC Committee and the Board assess the individual performance of the Chair and Chief Executive Officer relative to the business and financial objectives set at the beginning of the year. In addition, the Chair and Chief Executive Officer assesses the individual performance of the other NEOs and recommends the individual bonus payouts to the Board and GHRC Committee for review and approval.

In determining the NEOs’ performance against their objectives, the GHRC Committee considers the NEOs’ performance as a whole with no particular weighting attributed to specific objectives, nor any formal criteria, analysis or payout matrix detailing bonus payout percentages based on the level of achievement. The GHRC Committee believes that this holistic approach allows the NEOs to receive short-term incentives that are truly aligned with the overall performance of the Company, without their payout being disproportionately inflated or reduced as a result of any specific criteria that do not represent their overall performance. In evaluating the NEOs’ performance, the GHRC Committee applies fundamental principles of pay-for-performance aimed at aligning the interests of the NEOs with those of shareholders and reflecting competitive market practices. The performance assessment is determined following meetings between the GHRC Committee and the Chair and Chief Executive Officer, and between the Chair and Chief Executive Officer and the other NEOs, whereby each objective is discussed in light of their accomplishments throughout the year and the related performance of the Company, in line with the Company’s strategic plan.

The Board, upon recommendations from the GHRC Committee, maintains the discretion at all times to grant discretionary bonuses, including in the context of acquisitions, and, as a risk mitigation measure, to modify, amend or terminate short-term incentive plans at all times, and to deviate from the plans or grant individual exceptions to reflect business conditions, circumstances, and events not predicted when setting business and financial objectives. During Fiscal 2021, the Board did not make any such discretionary adjustments.

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For Fiscal 2021, the NEOs were eligible for the following target and maximum bonus percentages:

For Fiscal 2021, the target bonus opportunity for NEOs was based on a mix of financial, strategic and operational objectives established by the Board at the beginning of the fiscal year, upon recommendations from the GHRC Committee, and in consultation with the Chair and Chief Executive Officer for the NEOs. The performance objectives are individualized for each NEO and are determined based on personal business-oriented objectives that consider the strategic and operational priorities related to each executive’s function, with an overall focus on the Company’s growth objectives. The financial metrics for the annual bonus for Fiscal 2021 were selected to ensure that the NEOs’ compensation reflects the NEOs’ success in achieving the Company’s targets for growth and profitability and to ensure that financial measures are aligned with business drivers. In addition, these metrics provide relevant measures of our NEOs’ ability to attract customers, develop and sell Nuvei’s platform and services, and to compete in the market.

Nuvei does not disclose specific performance objectives and targets for its operations because it considers that the information would place it at a significant competitive disadvantage if such performance objectives and targets became known. Disclosing the specific performance objectives that are set as part of the Company’s annual budget and strategic planning process would expose Nuvei to serious prejudice and negatively impact its competitive advantage.

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Chair and Chief Executive Officer – Fiscal 2021 Achievements

The following table highlights the Chair and Chief Executive Officer’s objectives for Fiscal 2021 as well as the achievements during the year that were considered by the GHRC Committee for the purpose of his annual bonus payout:

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Other NEOs – Fiscal 2021 Achievements

The following table highlights each of the other NEOs’ objectives for Fiscal 2021 as well as the achievements during the year that were considered by the GHRC Committee and the Chair and Chief Executive Officer for the purpose of their annual bonus payouts:

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Based on the assessment of the individual performance of each NEO in light of the achievements detailed above, actual bonus payouts as percentage of their base salary for Fiscal 2021 were as follows:

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Long-Term Incentives

Historically, the Company made equity-based awards to NEOs by issuing options under the Company’s stock option plan dated September 21, 2017 (the “Legacy Option Plan”). In connection with our TSX Listing, we amended the Legacy Option Plan to align it with the requirements of the TSX. No further awards were made under the Legacy Option Plan. In connection with the TSX Listing, the Company adopted an omnibus incentive plan (the “Omnibus Incentive Plan”), which has been amended on February 3, 2021 and on April 13, 2022, providing for awards to be made to eligible directors, officers, employees and consultants. See “Long Term Incentive Plans”.

In connection with the grants of equity-based awards, the GHRC Committee determines the grant size and terms to be recommended to the Board. Previous grants are generally not directly taken into account when determining the value of grants made in any given year. As part of their annual review of the Company’s compensation practices, the GHRC Committee and the Board determine the precise structure of long-term incentive compensation. For Fiscal 2021, the NEOs received long-term incentive compensation grants comprised of stock options and/or RSUs and PSUs based on their contribution to the Company and taking into account market practice of the companies within the Peer Group.

Special Executive Equity Awards

Retaining and incentivizing our critical leadership team to drive and deliver sustainable long-term growth for the Company and our shareholders is a top priority for the Board. The GHRC Committee worked with Compensia, our independent compensation advisor, to design special equity awards for Messrs. Fayer, Schwartz and Ziv. These awards aim to not only recognize these executives’ critical importance to the successful execution of our business strategy, but to promote their long-term retention considering the extremely competitive market conditions for experienced senior executives. Moreover, in the case of the CEO equity awards, which are entirely performance-based, payouts will only be delivered if significant shareholder value is created. More specifically, if the price of our Subordinate Voting Shares reaches $370 during the performance vesting period, representing a share price increase of 200% over the share price at the date of grant (and an increase of 469% over the share price at December 31, 2021), Mr. Fayer and his leadership team will have contributed to the creation of close to $35 billion in total shareholder value.

CEO Performance Equity Awards

On October 6, 2021, the independent members of our Board granted Mr. Fayer a special equity award in the form of 665,000 PSUs and options to purchase 2,200,000 Subordinate Voting Shares pursuant to the Omnibus Incentive Plan (the “CEO Performance Awards”). The CEO Performance Awards are subject to the satisfaction of both performance-based and time-based vesting conditions: the vesting of the PSUs (the “PSU Award”) is tied to the achievement of a 50% increase over a base price of $123.14 per Subordinate Voting Share for a period of 45 consecutive trading days before December 31, 2024, and the vesting of the

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performance options (the “Option Award”) is subject to the achievement of 100% and 200% increases, respectively, over the exercise price of $123.14 per Subordinate Voting Share for a period of 45 consecutive trading days before the sixth anniversary of the grant date.

Accordingly, the Board believes that the CEO Performance Awards are designed to further the long-term interests of all stakeholders by deferring the realization of meaningful value by the Chair and Chief Executive Officer until the Company delivers sustained and significant high-performance levels as described in more detail below.

In establishing the scale, scope, and objectives of the CEO Performance Awards, our Board considered Mr. Fayer’s past performance, his anticipated future contribution, and his vision for our future growth and development, as well as similar equity awards of individuals holding a comparable position at numerous privately-held and publicly-traded technology companies, as detailed in the table below. These companies selected mainly include similar founder-led companies in the technology sector that granted equity awards in the past four years.

Over an extended period, the Board held numerous discussions with its independent compensation advisor, Compensia, to better understand the competitive marketplace for senior technology executives, and the business, legal, and accounting aspects of various pay alternatives. Working closely with Compensia, the Board developed a compensation framework for Mr. Fayer that closely aligns his compensation with the long-term interests of all stakeholders, requires the achievement of sustained and significant high performance levels while not encouraging short-term gains through unnecessary or excessive risk taking, incentivizes long-term performance beyond typical market compensation programs, promotes transparency with a simple design and full disclosure, and is equitable and justifiable to Mr. Fayer and all of our stakeholders.

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Consequently, the Board, upon the recommendation of the GHRC Committee and after consultation with our compensation advisor, determined to grant the CEO Performance Awards to Mr. Fayer for the following reasons:

PSU and Option Awards

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Termination of Employment and Change in Control

In the event that the employment of Mr. Fayer is terminated other than for cause or resignation, or in the case of his death or disability, all vested portions of his PSU Award and Option Award will expire on the earlier of (i) 90 days after the effective date of termination or other event; and (ii) the expiry date of such vested portion of his PSU Award and Option Award, and all portions of his PSU Award and Option Award that have not yet vested will expire immediately upon such termination or other event. In the event that the employment of Mr. Fayer is terminated for cause, all vested and unvested portions of his PSU Award and Option Award will terminate effective as of the date of termination. If Mr. Fayer retires or resigns, all vested and unvested portions of his PSU Award and Option Award will terminate effective as of the date of resignation.

In the event of a Change in Control (as defined in the Omnibus Incentive Plan) of the Company, any portion of the PSU Award or the Option Award, as applicable, for which the share price hurdle has not been previously satisfied will be deemed earned to the extent the price per share (plus the value of any other consideration received by our shareholders) pursuant to such change of control transaction equals or exceeds the share price hurdle applicable to such PSU Award or Option Award, as applicable. If the transaction price falls between the two price hurdles applicable to the Option Award, a pro rata portion of the tranche of options that is subject to the higher of such two price hurdles will be deemed earned using linear interpolation, and any other portion of the Option Award will be forfeited in its entirety.

CFO and President Special Equity Awards

On September 2, 2021, the GHRC Committee granted special equity awards to Messrs. Schwartz and Ziv in recognition of their overall importance to the Company and the critical need to retain and incentivize these experienced and highly motivated executives to carry out our long-term business strategy under the leadership of our CEO. The GHRC Committee agreed that it would be in the best interests of the Company and its shareholders to retain the services of Messrs. Schwartz and Ziv over the near term and discussed proposed equity vehicles, possible performance metrics and related target levels, and various service-based and performance-based vesting requirements.

The GHRC Committee’s independent compensation advisor, Compensia, presented a competitive market analysis of the equity awards recently granted to individuals holding comparable positions at the companies in our Peer Group and summarizing various award grant values and potential realizable values under various share price scenarios.

After considering various alternatives, the GHRC Committee agreed to recommend to the Board that Mr. Schwartz be granted an option to purchase 215,000 Subordinate Voting Shares and Mr. Ziv be granted an option to purchase 350,000 Subordinate Voting Shares, with each option having an exercise price of $120.05 per share (the “Retention Options”). The GHRC Committee also recommended to the Board that Mr. Schwartz’s Retention Options vest in equal annual increments over a four-year period, and that Mr. Ziv’s Retention Options vest in equal annual increments over a five-year period. All options granted to Messrs. Schwartz and Ziv during Fiscal 2021 had nil intrinsic value on December 31, 2021 and on April 14, 2022.

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Fiscal 2021 Equity Awards

Hiring Grants

In connection with the hiring of our Chief Corporate Development Officer, Neil Erlick, in January 2021, Mr. Erlick was granted a special equity award, consisting of 214,286 performance options to purchase Subordinate Voting Shares and 141,122 PSUs. The vesting of both options and PSUs is tied to the achievement of specific revenue targets4. The options and PSUs both vest in three tranches of 25%, 25% and 50% per year over three years, with the vesting level of each tranche being subject to the achievement of specific revenue targets. Further, the number of PSUs available for settlement will be adjusted downward to the extent the price of the Subordinate Voting Shares on the settlement date, such date being no later than December 30, 2024, is lower than $57.50 per share. If the share price is below $26.00 per share, no PSUs will be settled, and for any share price between $26.00 and $57.50, the number of PSUs to settle will be adjusted based on a linear interpolation. The options were granted at an exercise price of $57.50 per share, with a term of five years. The PSUs will expire at the end of the third calendar year following the date of grant.

RSU Awards

In May 2021, the Board granted 142,500 RSUs to our President, Yuval Ziv, in recognition of his past performance and contribution to Nuvei, and for retention purposes. These RSUs will vest in equal tranches of 20% per year over a period of five years.

In anticipation of Max Attias’ promotion to Group Chief Technology Officer, the Board granted 10,000 RSUs to him in August 2021. These RSUs will vest 25% on the first anniversary of the grant date, 25% on the second anniversary and the remaining 50% on the third anniversary of the grant date.

In November 2021, the Board, upon the recommendation of the GHRC Committee, approved annual long-term incentive grants of RSUs to Messrs. Erlick and Attias. The objectives of such annual grants are (a) to attract and retain key talent required for the Company’s future growth, and (b) to align such NEOs’ interests with our shareholders.    

The award was expressed as a percentage of the annual base salary as detailed below, based on general companywide RSU award guidelines reflecting the scope of their respective roles. Such guidelines were developed using long-term incentive market data from the U.S. Radford Technology Salary Survey based on recommendations by Compensia, the GHRC Committee’s independent compensation advisor. These RSUs will vest in equal tranches of 33.33% per year over a period of three years.

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2022 Executive Long-term Incentive Grants

On March 7, 2022, upon the recommendation of the GHRC Committee, the Board granted annual long-term incentive awards for Messrs. Fayer, Schwartz and Ziv. The objectives of these grants are to reward the achievement of sustained long-term market performance, align the interests of these NEOs with long-term shareholder value creation, and to promote retention. The grants were approved based on an analysis from the GHRC Committee’s independent compensation advisor, considering the prevalent long-term incentive compensation practices in our Peer Group.

These grants are comprised of a combination of PSUs and RSUs, with at least 50% of the grants being delivered in the form of PSUs, as follows:

Vesting of the PSU awards is subject to the achievement of stretched revenue growth targets for Fiscal 2022. Based on the actual performance against such targets, these PSUs can vest at up to 200% of the number of units granted.

Long Term Incentive Plans

Omnibus Incentive Plan

The Omnibus Incentive Plan allows for a variety of equity-based awards that provide different types of incentives to be granted to the directors, executive officers, employees, and consultants of Nuvei as well as directors of our subsidiaries, including RSUs, PSUs and deferred share units (“DSUs”). The Omnibus Incentive Plan is administered by the Board (which may delegate its authority to the GHRC Committee), and the Board has the authority to interpret the Omnibus Incentive Plan, including in respect of any award granted thereunder. The following discussion is qualified in its entirety by the full text of the Omnibus Incentive Plan. Please refer to “Appendix – Omnibus Incentive Plan” for relevant details on the Omnibus Incentive Plan.

On April 5, 2022, the Board, upon the recommendation of the GHRC Committee, approved amendments to the Omnibus Incentive Plan, which amendments became effective on April 13, 2022. In accordance with the provisions of the Omnibus Incentive Plan and the TSX Company Manual, the amendments did not require shareholder approval and were pre-approved by the TSX. The purpose of these amendments was mainly to clarify the meaning of certain provisions of the Omnibus Incentive Plan, to correct or supplement provisions of the Omnibus Incentive Plan that were inconsistent with other provisions of the Omnibus Incentive Plan, and to amend certain of its definitions. Please refer to “Appendix - Omnibus Incentive Plan” for relevant details on the amendments made to the Omnibus Incentive Plan.

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The maximum number of Subordinate Voting Shares available for issuance under the Omnibus Incentive Plan may not exceed 10% of the Company’s issued and outstanding Subordinate Voting Shares and Multiple Voting Shares from time to time. All of the Subordinate Voting Shares covered by exercised, settled, expired, cancelled or forfeited awards become available Subordinate Voting Shares for the purposes of awards that may be subsequently granted under the Omnibus Incentive Plan.

During Fiscal 2021, an aggregate of 5,749,370 awards were granted under the Omnibus Incentive Plan, representing 4% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of the Company as of December 31, 2021. Subordinate Voting Shares underlying options terminated, surrendered or cancelled under the Legacy Option Plan are available for subsequent grants under the Omnibus Incentive Plan.

If an award under the Omnibus Incentive Plan is not exercised prior to the termination of such award, or not vested or delivered prior to the termination of such award due to the expiration, termination or lapse of such award, or settled in cash in lieu of settlement in Subordinate Voting Shares, the Subordinate Voting Shares in respect of such award shall be available for awards to be granted thereafter pursuant to the provisions of the Omnibus Incentive Plan.

The following table sets out the annual burn rate for Fiscal 2021 and Fiscal 2020 for each of the Omnibus Incentive Plan and Legacy Option Plan:

The burn rate is calculated by dividing the number of stock options and treasury-based RSUs, PSUs and DSUs granted during the applicable fiscal year by the weighted average number of Subordinate Voting Shares and Multiple Voting Shares outstanding for the applicable fiscal year.

As at December 31, 2021, 6,281,419 stock options, 10,371 DSUs, 1,395,169 PSUs and 972,097 RSUs had been granted or issued under the Omnibus Incentive Plan, and there were 2,565,799 stock options outstanding under the Legacy Option Plan, such that a maximum of 5,640,349 Subordinate Voting Shares remained issuable in the aggregate under the Omnibus Incentive Plan, representing 3.94% of the number of then outstanding Subordinate Voting Shares. To date, all outstanding DSUs, PSUs and RSUs were granted on the understanding that they would be redeemable for shares to be issued from treasury.

Legacy Option Plan

The Company has previously granted options to acquire Class B common shares to certain of the officers, employees and consultants of the Company and its subsidiaries under the Legacy Option Plan. In connection with a series of transactions and amendments to the Company’s share capital in advance of the TSX Listing, such options became options to acquire Subordinate Voting Shares and the Legacy Option Plan was amended to align with the requirements of the TSX. The options issued under the Legacy Option Plan were granted at exercise prices equal to the fair market value of the underlying shares at the time of initial grant. Since the TSX Listing, no stock options have been granted under the Legacy Option Plan nor will stock options be granted thereunder in the future.

During Fiscal 2021, the Board approved amendments to certain option-based awards under the Legacy Option Plan, representing an aggregate of 88,000 options held by employees residing in Israel (the “Amended Options”). In accordance with the provisions of the Omnibus Incentive Plan and the TSX Company Manual, the amendments did not require shareholder approval, and were pre-approved by the

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TSX. For tax reasons beneficial to those employees, the Amended Options were amended to be transferred under and governed by the Omnibus Incentive Plan rather than the Legacy Option Plan.

A total of 2,565,799 options were outstanding under the Legacy Option Plan as of December 31, 2021, and the Subordinate Voting Shares issuable upon exercise of such options represented as of such date in the aggregate 1.79% of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares.

The Legacy Option Plan provides that appropriate adjustments may be made by the Board in connection with a reclassification, reorganization or other change of shares, a consolidation, a distribution, a merger or an amalgamation in order to maintain the optionees’ economic rights in respect of their options, including adjustments to the exercise price and/or the number of Subordinate Voting Shares to which an optionee is entitled upon exercise of options or permitting the immediate exercise of any outstanding options that are not otherwise exercisable. The Legacy Option Plan includes terms and conditions required by the TSX for an equity incentive plan such as restrictions relating to amendment and restrictions on insider or individual participation.

Our Board is responsible for administering the Legacy Option Plan (subject to its right to delegate authority to a committee of the Board) and has the full and complete authority to interpret the Legacy Option Plan and to establish rules and regulations applying to it and to make all other determinations it deems necessary or useful for the administration of the Legacy Option Plan.

Equity Compensation Plan Information

The following table provides details as at December 31, 2021 of compensation plans under which equity securities of Nuvei are authorized for issuance. Please refer to “Appendix – Omnibus Incentive Plan” for relevant details on the Omnibus Incentive Plan and “Executive Compensation – Long Term Incentive Plans” for a summary of the terms of the Legacy Option Plan:

Share units granted under the Omnibus Incentive Plan are settled in Subordinate Voting Shares issuable from treasury, Subordinate Voting Shares purchased in the secondary market or for cash.

The numbers shown in the table above assume that all outstanding RSUs, PSUs and DSUs will be settled through the issuance of one Subordinate Voting Share per RSU, PSU and DSU. The Subordinate Voting Shares reserved for issuance under the Omnibus Incentive Plan are reserved for the exercise of options and the settlement of RSUs, PSUs and DSUs with Subordinate Voting Shares issued from treasury.

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The Omnibus Incentive Plan is a rolling plan. Accordingly, the maximum number of Subordinate Voting Shares which may be reserved and set aside for issuance under the Omnibus Incentive Plan and the Legacy Option Plan equals 10% of all Subordinate Voting Shares and Multiple Voting Shares issued and outstanding from time to time. In connection with the TSX Listing, we amended the Legacy Option Plan such that no further awards would be made thereunder.

Pension Benefits

The Company’s compensation program for NEOs does not include defined benefit or defined contribution pension plans. Messrs. Fayer, Schwartz and Erlick are entitled to participate in the Company’s group registered retirement savings plan (“RRSP”) available to all Canadian employees. The Company does not match any contributions made by NEOs to the RRSP. However, the Company is required to pay to Mr. Schwartz an annual amount equal to Mr. Schwartz’s maximum permissible RRSP contribution in addition to his base salary. The Company makes required contributions by law to Mr. Ziv’s personal retirement account under the Universal Pension Fund in Bulgaria, equal to 2.8% of his base salary, up to an annual maximum of BGN 1,008 (approximately $600). For Mr. Attias, the Company contributes 6.5% of his annual salary as a mandatory required pension contribution and a further 8.33% of his salary as a statutory severance pay to the Pension Provident Fund, as required by the Israeli Severance Pay Law 5723-1963.

Benefits and Perquisites

The Company offers certain benefits and perquisites to its NEOs based upon the regions in which they are located. The benefits can include coverage for, among other things, health, life and disability insurance by means of group insurance plans, and perquisites, such as car allowance. Some benefits increase in proportion with base salary and scope of responsibilities.

Share Ownership Requirements

On April 5, 2022, the Board adopted share ownership guidelines following a recommendation of the GHRC Committee and after consultation with our compensation advisor (the “Ownership Guidelines”) pursuant to which executive officers are required to maintain minimum holdings of equity-based compensation according to their position. The Ownership Guidelines aim at ensuring that the financial interests of the executive officers remain aligned with those of shareholders while enabling such executive officers to share in the long-term growth and success of the Company.   Ownership requirements have been set at five times the value of the annual base salary for the CEO, and one time the value of the annual base salary for the other executive officers. For the purposes of assessing these Ownership Guidelines, Subordinate Voting Shares and Multiple Voting Shares are taken into account, together with vested RSUs, PSUs and DSUs.

The potential value of unvested RSUs, PSUs and DSUs and unexercised options are not taken into account. Equity interests held by the executive officers are valued on the first trading day of the fiscal year using the higher of (i) the closing price of the Subordinate Voting Shares as reported on the Nasdaq or the TSX on the last trading day of the prior fiscal year and (ii) the 20-day volume-weighted average closing price of the Subordinate Voting Shares on the Nasdaq or the TSX ending on the last trading day of the prior

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fiscal year. Executive officers have a period of five years from (i) the date of appointment to a position subject to the Ownership Guidelines or (ii) April 5, 2027, being five years from the date the Ownership Guidelines were adopted, whichever is later, to attain the applicable Ownership Guidelines, and must maintain such minimum Ownership Guidelines for as long as they remain an executive officer. In addition, a newly appointed Chief Executive Officer must hold a minimum of one-time their annual base salary after one year of service. Further, the Chief Executive Officer is also required to maintain their minimum Ownership Guidelines level until one year after cessation of employment.

Once an executive officer satisfies the requirement, such executive officer is required to increase their holdings of equity interests to return to the required minimum ownership level within a period of one year in the event of subsequent fluctuations in the market price of the Subordinate Voting Shares causing a decrease in the value of such holdings. The GHRC Committee monitors executive officers’ share ownership to assess whether the Ownership Guidelines are met. In the event an executive officer fails to achieve the applicable ownership requirement within the prescribed time period, they will be required to retain a minimum of 50% of the after-tax number of Subordinate Voting Shares resulting from the vesting, exercise or settlement, as applicable, of RSUs, PSUs, DSUs and stock options.

The following table highlights the minimum holding requirements as a multiple of base salary applicable under the Ownership Guidelines, for each of the NEOs, as well as the total number and market value of Subordinate Voting Shares and vested RSUs or PSUs held by such NEOs as of December 31, 2021:

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Summary Compensation Table

The following table sets out information concerning the compensation paid or awarded by the Company to the NEOs during Fiscal 2021 and Fiscal 2020:

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