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 2023

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  ☒

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit 99.1 of this Report on Form 6-K is incorporated by reference into 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) and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on February 22, 2023 (File No. 333-269901).

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 MEETING OF SHAREHOLDERS AND

NOTICE OF AVAILABILITY OF PROXY MATERIALS

To the shareholders of Nuvei Corporation (the “Company”):

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Meeting”) of the Company will be held virtually at https://web.lumiagm.com/469601612, password “nvei2023” (case sensitive), on May 26, 2023 at 10:00 a.m. (ET), for the purposes of:

The Company’s Board of Directors has fixed the close of business on April 3, 2023 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof. No person who becomes a shareholder of record after that time will be entitled to vote at the Meeting or any postponement or adjournment thereof.

Registered shareholders and duly appointed proxyholders will be able to participate in the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to participate in the Meeting as guests, but guests will not be able to vote at the Meeting. 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 TSX Trust Company (the “Transfer Agent”).

If you are unable to attend the Meeting, please complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable enclosed herewith for use at the Meeting or any adjournment thereof. To be effective, the attached proxy or voting instruction form must be received not later than May 24, 2023 at 10:00 a.m. (ET). These instructions include the additional step of registering such proxyholder with the Transfer Agent, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest.

Notice-and-Access

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular and our consolidated financial statements for the fiscal year ended December 31, 2022 (the “Proxy Materials”) to both our registered and non-registered shareholders. Under the notice-and-access procedures, instead of shareholders receiving paper copies of the Proxy Materials, shareholders receive a copy of this Notice of 2023 Annual Meeting of Shareholders and Notice of Availability of Proxy Materials (the “Notice of Meeting”) (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. All shareholders are reminded to review the Circular before voting.

The Proxy Materials are being posted online for shareholders to access at https://investors.nuvei.com and under Nuvei’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, up to one year from the date this Circular was filed on SEDAR 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 15, 2023. If a shareholder requests a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.

If you have any questions about or require assistance in completing your form of proxy or voting instruction form, please contact the Transfer Agent by phone at 1-800-387-0825 (within North America) or 416-682-3860 (outside North America).

Dated at Montréal, Québec, Canada, April 3, 2023.

Exhibit 99.2

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 Meeting of Shareholders (the “Meeting”) of Nuvei Corporation (the “Company”) and at any adjournment thereof to be held live at https://web.lumiagm.com/469601612, password “nvei2023” (case sensitive), on May 26, 2023 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 1 647-252-9650 (other countries) by 10:00 a.m. (ET) on May 24, 2023, 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		AGAINST				FOR		AGAINST
1.  Philip Fayer						5.  Daniela Mielke
2.  Timothy A. Dent						6.  Pascal Tremblay
3.  Maren Hwei Chyun Lau						7.  Samir Zabaneh
4.  David Lewin

				FOR		WITHHOLD
2.  Appointment of Auditors
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 Ordinary Resolution in Respect of the Company’s Omnibus Incentive Plan				FOR		AGAINST
To consider and approve, with or without variation, an ordinary resolution (the “Omnibus Plan Resolution”), a copy of which is reproduced in its entirety under “Schedule A” attached to the Management Information Circular (the “Circular”), in respect of (i) an amendment to the Company’s Omnibus Incentive Plan (as defined in the accompanying Circular) whereby the number of subordinate voting shares of the Company which may be reserved for issuance thereunder will be increased from 10% to 15% of all multiple voting shares and subordinate voting shares issued and outstanding from time to time on a non-diluted basis, and (ii) the approval of all unallocated options, rights and other entitlements under the Omnibus Incentive Plan, as amended pursuant to the Omnibus Plan Resolution, as more fully described in the accompanying Circular.

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 as recommended by management 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.

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 24, 2023.

Proxy Form – Annual Meeting of Shareholders of Nuvei Corporation to be held at 10:00 a.m. (Eastern Daylight Time) on Friday, May 26, 2023 (the “Meeting”)

Notes to Proxy

1. Every holder of shares has the right to appoint some other person or company of its choice, who need not be a holder of shares, to attend and act on its behalf at the Meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse) and follow the applicable instructions.

2. If the securities are registered in the name of more than one holder of shares (for example, joint ownership, trustees, executors/liquidators), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.

3. This proxy should be signed in an exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by management to the holder of shares.

5. The securities’ voting rights represented by this proxy will be voted as directed by the holder of shares; however, if such a direction is not made regarding any matter, this proxy will be voted as management recommends.

6. The proxyholder will exercise the securities’ voting right represented by this proxy by voting “for”, “against” or “withhold” for each of the matters described herein, as applicable, in accordance with the instructions of the holder of shares on any ballot that may be called for and, if the holder of shares has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof.

All holders should refer to the 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 Company’s management.

All proxies must be received by 10:00 a.m. (ET) on May 24, 2023.

How to Vote

Financial Statements Request

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

If you do not mark the box, or do not return this Proxy or register online then it will be assumed you do NOT want to receive Financial Statements.

Exhibit 99.3

NUVEI CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR April 3, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

NOTICE OF AVAILABILITY OF PROXY MATERIALS

To the shareholders of Nuvei Corporation (the “Company”):

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Meeting”) of the Company will be held virtually at https://web.lumiagm.com/469601612, password “nvei2023” (case sensitive), on May 26, 2023 at 10:00 a.m. (ET), for the purposes of:

The Company’s Board of Directors has fixed the close of business on April 3, 2023 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof. No person who becomes a shareholder of record after that time will be entitled to vote at the Meeting or any postponement or adjournment thereof.

Registered shareholders and duly appointed proxyholders will be able to participate in the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to participate in the Meeting as guests, but guests will not be able to vote at the Meeting. 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 TSX Trust Company (the “Transfer Agent”).

If you are unable to attend the Meeting, please complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable enclosed herewith for use at the Meeting or any adjournment thereof. To be effective, the attached proxy or voting instruction form must be received not later than May 24, 2023 at 10:00 a.m. (ET). These instructions include the additional step of registering such proxyholder with the Transfer Agent, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest.

Notice-and-Access

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular and our consolidated financial statements for the fiscal year ended December 31, 2022 (the “Proxy Materials”) to both our registered and non-registered shareholders. Under the notice-and- access procedures, instead of shareholders receiving paper copies of the Proxy Materials, shareholders receive a copy of this Notice of 2023 Annual Meeting of Shareholders and Notice of Availability of Proxy Materials (the “Notice of Meeting”) (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. All shareholders are reminded to review the Circular before voting.

The Proxy Materials are being posted online for shareholders to access at https://investors.nuvei.com and under Nuvei’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, up to one year from the date this Circular was filed on SEDAR 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 15, 2023. If a shareholder requests a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.

If you have any questions about or require assistance in completing your form of proxy or voting instruction form, please contact the Transfer Agent by phone at 1-800-387-0825 (within North America) or 416-682-3860 (outside North America).

Dated at Montréal, Québec, Canada, April 3, 2023.

By order of the Board of Directors,

Philip Fayer

Founder, Chair of the Board and Chief Executive Officer

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 meeting of shareholders that will be held virtually on May 26, 2023 at 10:00 a.m. (Eastern Time). The meeting will be conducted via live audio webcast at https://web.lumiagm.com/469601612. This annual 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.

2022 was another strong year of growth for Nuvei, highlighted by continued progress and execution of our strategic initiatives. We’ve worked diligently to further scale our platform organically and inorganically, diversify the business, increase our use cases, target more end markets, and increase our distribution. Despite continued foreign currency exchange rate headwinds and volatility from digital assets and cryptocurrencies, we achieved Total volume¹ of $127.7 billion, revenue of $843.3 million, net income of $62.0 million, and Adjusted EBITDA¹ of $351.3 million. During Fiscal 2022, we launched 96 new product releases, we increased our portfolio of alternative payment methods (APMs) to 603, expanding access and allowing our customers to accept more forms of regionally familiar and preferred digital payment methods, and we expanded our business with several new and expanded customer relationships in key geographic markets and verticals.

We were also pleased to publish our inaugural Environmental, Social and Governance (ESG) report, which sets out our ongoing drive to build sustainable business practices to protect the environment, support the communities in which we operate, and create value for our employees, investors, and customers. This report was just the beginning of our ESG journey. As we move through 2023, we plan to continue to evolve our ESG strategy and roadmap.

More recently, in February 2023, we completed the acquisition of Paya. This acquisition helps to further evolve our business from both a vertical and a distribution perspective and significantly expands our global total addressable market, which now includes global e-commerce, integrated payments and B2B. We were also very pleased to welcome 321 new team members from Paya to the Nuvei family, bringing our total headcount to now over 2,000 employees.

¹ Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. Adjusted EBITDA is a non-IFRS measure. This measure is not a recognized measure under IFRS and does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. The Company refers the reader to the “Non-IFRS and Other Financial Measures” section of the 2022 MD&A, which section is incorporated by reference herein, and to the section entitled “APPENDIX – Non-IFRS and Other Financial Measures” of this Circular, for definitions and reconciliations of Adjusted EBITDA and Total volume presented by the Company to the most directly comparable IFRS measure (as applicable). The 2022 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Today, Nuvei enables a diversified portfolio of high growth use cases supporting online retail, e-commerce, marketplaces, online gaming, video and social games, financial services, travel, B2B goods and services, healthcare, faith-based and non-profit, education, government, and utilities. Our intention is to continue scaling by adding more use cases as we pursue industry-leading growth both organically and inorganically.

As we think about the year ahead, it’s a continuation of everything that got us here – staying focused on our strategy, diversifying the business, and pursuing the opportunities we have in front of us to further grow the platform.

We would also like to take this opportunity to recognize Michael Hanley, our Lead Director and Chair of the Audit Committee, who will be retiring from our Board. Michael joined our Board when we went public on the TSX in 2020 and has made important contributions to our Board and governance practices. On behalf of the Board, I would like to thank Michael for his expertise and insights, which have been instrumental in shaping Nuvei into the successful business that it is today. We are also pleased to announce that Samir Zabaneh will succeed Michael as Lead Director, subject to his re-election at the Meeting.

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

This Management Information Circular is provided in relation to the solicitation of proxies by the management of Nuvei Corporation for use at the annual meeting of shareholders of the Company to be held on May 26, 2023 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.

Key Concepts and Terms

The following key concepts and terms are used throughout this document:

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Non-IFRS and Other Financial Measures

Our consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. The information presented in this Circular includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA and Total volume.

These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance. The Company refers the reader to the “Non-IFRS and Other Financial Measures” section of the 2022 MD&A, which section is incorporated by reference herein, and to the section entitled “APPENDIX - Non-IFRS and Other Financial Measures” of this Circular, for definitions and reconciliations of Adjusted EBITDA and Total volume presented by the Company to the most directly comparable IFRS measure (as applicable). The 2022 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Information

This Circular contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information may include, without limitation, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes and benefits, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions, expectations regarding our margins and future profitability, our market capitalization, our financial outlook and guidance as well as medium and long-term targets in various financial metrics, and the future impact of the COVID-19 pandemic is forward-looking information.

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In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Any financial outlook and targets, as the case may be, may also constitute “financial outlook” within the meaning of applicable securities laws and are provided for the purposes of assisting the reader in understanding the Company’s financial performance and measuring progress toward management’s objectives and the reader is cautioned that it may not be appropriate for other purposes.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail in the “Risk Factors” section of the AIF in respect of Fiscal 2022, which are incorporated by reference in this cautionary statement. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information, including but not limited to the factors in the “Summary of Factors Affecting our Performance” section of our 2022 MD&A, which is available under our profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. If any of these risks materialize, or if any of the assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained herein.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, regarding, among other things, general economic conditions and the competitive environment within our industry. Unless otherwise indicated, forward-looking information does not give effect to the potential impact of any mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Consequently, all forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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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 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 24, 2023 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 647-252-9650 (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 24, 2023. 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 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 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 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 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 15, 2023.

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 1-416-595-9593; or (v) by touch-tone phone toll-free at 1-888-489-7352, in all cases received not later than May 24, 2023 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 647-252-9650 (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 24, 2023 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 1-416-595-9593; 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 24, 2023.

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.

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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 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 3, 2023 as 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 3, 2023, there were 62,564,465 Subordinate Voting Shares and 76,064,619 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 3, 2023, represent 7.6% 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 Omnibus Plan 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 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), 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.

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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 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 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 Company, as of April 3, 2023, 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

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.

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 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 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.

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, 2022 and for Fiscal 2022, 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.

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 eight directors: Timothy A. Dent, Philip Fayer, Michael Hanley, Maren Hwei Chyun Lau, David Lewin, Daniela Mielke, Pascal Tremblay and Samir Zabaneh, all of whom are standing for election at this Meeting, with the exception of Michael Hanley who will be retiring from the Board at the close of the 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 include profiles of each director nominee, 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.

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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.

The election of directors at the Meeting will be governed by the new majority voting requirements under the CBCA, which took effect in August 2022. The CBCA requires that in an uncontested election of directors, such as the one planned for the Meeting, a nominee must receive a majority of the votes cast for their election in order to be elected as a director. If a nominee fails to receive that level of support, they will not be elected, although they may continue to serve up to 90 days after the election. In light of these new CBCA majority voting requirements, the Board revoked Nuvei’s majority voting policy since it is no longer needed.

For an overview of our director selection and nomination process and our approach to diversity and inclusion at the Board level, see the section entitled “Corporate Governance”.

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Appointment of Auditors

PwC 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 Ordinary Resolution in Respect of the Omnibus Incentive Plan Amendment

At this year’s Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass, the Omnibus Plan Resolution to approve an amendment to the Company’s Omnibus Incentive Plan whereby the number of Subordinate Voting Shares which may be reserved for issuance thereunder will be increased from 10% to 15% of all Multiple Voting Shares and Subordinate Voting Shares issued and outstanding from time to time, on a non-diluted basis.

Moreover, in accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans” or “evergreen plans”), such as the Omnibus Incentive Plan, must be approved by a majority of shareholders of the Company. Because the total number of Subordinate Voting Shares available for issuance under the Omnibus Incentive Plan may not exceed a certain percentage of the aggregate number of issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of Nuvei from time to time, on a non-diluted basis, and since the Omnibus Incentive Plan was adopted in connection with our TSX Listing in September 2020, the shareholders are required and will be asked at the Meeting, as part of the Omnibus Plan Resolution, to approve all unallocated options, rights and other entitlements issuable pursuant to the Omnibus Incentive Plan.

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

Reasons for and Background to the Omnibus Plan Resolution

Equity incentives have traditionally been and remain a critical form of compensation for the Company. Nuvei relies on the granting of equity awards to attract, motivate and retain top executive talent and key employees and to align management’s interests with the creation of long-term shareholder value. The Omnibus Incentive Plan currently provides that the number of Subordinate Voting Shares reserved for issuance of equity awards may not exceed 10% of all Multiple Voting Shares and Subordinate Voting

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Shares issued and outstanding from time to time, on a non-diluted basis. As of April 3, 2023, the number of Subordinate Voting Shares reserved for issuance in respect of outstanding awards under the Omnibus Incentive Plan was 11,752,902, which represented approximately 8.5% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares as at that date. This means that only 2,110,006 Subordinate Voting Shares remain available for future equity grants.

The Board and the HRC Committee believe that the granting of equity incentives has been instrumental in driving the Company’s strong performance to date. As such, it is important that Nuvei have a sufficient reserve of Subordinate Voting Shares under the Omnibus Incentive Plan in order to remain competitive in its aim to attract, retain and motivate top talent who are integral to achieving Nuvei’s long-term strategic goals. Given the Company’s expected future needs for both annual and special equity incentive grants, the Board and the HRC Committee have determined that it is in the best interests of the Company to amend the Omnibus Incentive Plan to increase the maximum number of Subordinate Voting Shares available for issuance of grants from 10% to 15% of all Subordinate Voting Shares and Multiple Voting Shares issued and outstanding from time to time, on a non-diluted basis. The proposed increase, as at April 3, 2023, represents an incremental 6,931,454 Subordinate Voting Shares that would be available for issuance of future grants.

Other than as described above, all other principal terms and conditions of the Omnibus Incentive Plan will remain the same, including the “insider participation limit” (as such term is defined in the TSX Company Manual). See “Executive Compensation – Long-Term Incentives – Long-Term Incentive Plans” for a summary of the terms of the equity incentive plans of the Company.

In accordance with the rules of the TSX, to be effective, the Omnibus Plan Resolution must be approved by the shareholders of the Company, adopted by a majority of the votes cast by the shareholders attending the Meeting or represented by proxy. Attached as “Schedule A” of this Circular is the full text of the proposed Omnibus Plan Resolution to be considered at the Meeting.

If approval of the Omnibus Plan Resolution is obtained at the Meeting, the Company will not be required to seek further approval of the grant of unallocated options, rights and other entitlements under the Omnibus Incentive Plan until the Company’s annual meeting of shareholders to be held in 2026.

The Board of Directors has determined that the proposed amendment to the Omnibus Incentive Plan and the approval of all unallocated options, rights and other entitlements thereunder, as further detailed above, are in the best interests of the Company, and unanimously recommends that shareholders vote FOR the Omnibus Plan Resolution set forth in “Schedule A” to this Circular.

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 Omnibus Plan Resolution.

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EXECUTIVE COMPENSATION

A Message from the Human Resources and Compensation Committee

Dear Shareholders,

On behalf of the HRC Committee and the Board, we are pleased to share with you our approach to executive compensation, including the framework we use to make executive compensation decisions. 2022 was a year during which we continued to build on the foundations put in place since our initial public offering and TSX Listing in September 2020 to enhance our executive compensation program and practices at Nuvei.

We operate in a highly disruptive industry and our success is tied to the caliber of the people we hire. It is imperative that any decisions we make 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. Further, as our culture is deeply rooted in its entrepreneurial beginnings, with a focus on driving performance and results, it is important that our executive compensation program also reflects our philosophy of pay-for-performance.

In terms of overall Company performance, we were very pleased with our Fiscal 2022 results. Despite continued foreign currency exchange rate headwinds and volatility from digital assets and cryptocurrencies, we achieved Total volume of $127.7 billion, revenue of $843.3 million and Net income of $62.0 million. The executive team was heads down focused on executing our strategic initiatives, resulting in important new product innovations, wallet share expansion, and new customer wins.

From an executive compensation perspective, however, 2022 was a challenging year for technology companies. The first half continued to be impacted by a tight labour market, resulting in pressures on employee attraction and retention and related competitive talent and compensation practices. The second half was marked by the uncertain economic environment and recession fears driving stock markets down. These external dynamics influenced our executive compensation decisions during 2022. In the beginning of the year, our focus was to proactively address attraction and retention dynamics amidst an extremely competitive labour market. Later in the year, substantial price fluctuations of global stock markets, particularly in the case of shares of technology companies, negatively impacted our share price, thus diminishing the retention value of our equity-based executive compensation programs.

These external circumstances, coupled with overall Company performance, impacted our compensation-related decisions during Fiscal 2022, which are highlighted below. You will find further details about these decisions in this “Executive Compensation” section of the Circular.

Peer Group Refresh

To ensure our compensation program is competitive and well positioned in the market in order to attract and retain top executive talent, as part of our regular review, we have refreshed the peer group we use for compensation benchmarking, based on recommendations of our Compensation Consultant. The companies forming part of our Peer Group consist of similar industry public companies with comparable revenue size, revenue growth, market capitalization, complexity of operations and employee populations.

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Ownership Guidelines, Clawback Policy and Compensation Risk Assessment

As part of our prudent compensation risk management practices, in 2021, 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 Ownership Guidelines. In 2022, we conducted an annual risk assessment of our compensation programs, with the assistance of our Compensation Consultant. 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.

2022 Long-Term Incentive Awards

Retaining and incentivizing our leadership team to drive and deliver sustainable long-term growth for the Company and its shareholders is a top priority for the Board.

In March 2022, as part of the continued advancement of our executive compensation program, the Board approved annual long-term incentive grants of RSUs and PSUs for Messrs. Fayer, Schwartz and Ziv, considering market data and analysis provided by our Compensation Consultant, based on our Peer Group. The objectives of these grants were to reward the achievement of sustained long-term market performance, further align the interests of these executives with those of our shareholders, and to promote retention, as a significant portion of the awards was delivered in the form of PSUs (75% for Mr. Fayer, and 50% for Messrs. Schwartz and Ziv). The size of these awards was aligned with the 90th percentile of the annual long-term incentive grants awarded to senior executives in our Peer Group, and the vesting condition of the PSUs was tied to the achievement of stretched revenue growth targets for 2022, aligned with the 90th percentile performance levels, specifically 1 and 3-year revenue CAGR observed among companies in the Russell 3000 index. Such stretched targets further reinforce the link between compensation and delivery of superior market performance for these executives, in alignment with our pay-for-performance philosophy.

As a result of actual Fiscal 2022 revenue growth being below the minimum vesting threshold, none of the PSUs granted in March 2022 vested for Messrs. Fayer, Schwartz and Ziv (and accordingly such PSUs were subsequently forfeited).

Messrs. Erlick and Attias also received an RSU grant in March 2022 to further support their continued retention and engagement.

Despite continued solid corporate performance, the Company’s share price has been negatively impacted by significant market volatility due to global economic uncertainty during Fiscal 2022. Thus, most of the unvested outstanding equity awards held by Messrs. Schwartz and Ziv were delivering value significantly below the intended target values, resulting in minimal retention impact and significantly lagging new hire opportunity and replacement costs for these critical roles. Therefore, in November 2022, based on market data and analysis provided by our Compensation Consultant, the HRC Committee and the Board decided to advance the Fiscal 2023 LTIP award to these NEOs (which would normally be granted in March 2023). Further, the HRC Committee and the Board decided to grant the entire award in the form of RSUs, based on a broader market practice observed in the previous 12 months given continued macro-economic uncertainty and resulting challenges in designing long-term PSU plans. The awards were intended to provide both a standard annual LTIP grant and to address the unvested retention value gap, with the amount of the standard annual LTIP grant component approximating the 80th percentile of the annual LTIP grants for similar roles in our Peer Group.

Annual Bonus Redesign

During Fiscal 2022, the HRC Committee initiated a review of the executive annual bonus plan with a view to implementing a more formal program in Fiscal 2023 to further align the interests of the senior

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leadership team towards common financial and strategic objectives, have an equitable approach to drive superior Company and individual performance, and to align with market practices.

CEO March 2023 Annual Long-Term Incentive Award

In March 2023, based on market data and analysis provided by our Compensation Consultant, the HRC Committee recommended, and the Board approved, the grant of a long-term incentive award with a grant date fair value of $11 million to Mr. Fayer. The grant amount is aligned with the 75th percentile of the annual LTIP grants awarded to CEOs in our Peer Group. This award represents his Fiscal 2023 annual LTIP (as the same will be disclosed in next year’s management information circular) and, in alignment with the LTIP awards made to Messrs. Schwartz and Ziv in November 2022, this grant consists of RSUs in its entirety.

Paya Special Transaction Bonuses

In March 2023, the HRC Committee and the Board approved special transaction bonuses to be paid to Messrs. Fayer and Schwartz in the amount of $500,000 and $350,000, respectively, to recognize their significant contributions and efforts to complete the acquisition of Paya, a transformative transaction for our business going forward. These awards will be discussed in next year’s management information circular.

Conclusion

In 2023, 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 2022 support our financial and strategic growth commitments for 2023, 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, Timothy A. Dent, Maren Hwei Chyun Lau and Daniela Mielke

Members of the HRC 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 HRC Committee

One of the primary roles of the HRC Committee is to carry out the Board’s overall responsibility for executive compensation. In accordance with its charter, the HRC Committee is responsible for overseeing executive officer appointments, performance evaluations and succession planning. In that regard, the HRC Committee recommends the appointment of executive officers, annually reviews and assesses their performance against pre-approved corporate and individual goals and objectives and oversees the existence of appropriate succession planning systems and processes for the Chair and Chief Executive Officer and other executive officer and key senior management positions, including processes to identify, develop and retain potential successors. The HRC Committee also oversees the executive compensation program, which includes reviewing and recommending to the Board the Company’s executive compensation philosophy, principles, policies, programs and processes, with a view to nurturing an entrepreneurial and performance-oriented culture that promotes outstanding service and the creation of long-term shareholder value.

Accordingly, the HRC Committee considers and recommends annually to the Board, or as required, all forms of short-term and long-term compensation for the executive officers, including equity-based incentives and benefits. Finally, the HRC Committee reviews, monitors, reports and where appropriate, provides recommendations to the Board on the Company’s exposure to risks related to executive compensation policies and practices, if any, and identifies compensation policies and practices that mitigate any such risk. The charter of the HRC Committee is available on the Company’s website at https://investors.nuvei.com.

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Compensation Risk Management

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

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

In its mandate, the HRC Committee has the authority to retain and does retain, from time to time, the services of executive compensation consultants to provide independent advice on executive and director compensation and related matters. The HRC Committee also has the authority to determine and pay the fees of such consultants. In Fiscal 2021, Korn Ferry provided services to the HRC Committee related to recommendations on a special equity grant for key management positions. In the second half of Fiscal 2021, the HRC Committee retained the services of the Compensation Consultant, Compensia. The HRC Committee continued using the services of the Compensation Consultant in Fiscal 2022 specifically to provide expertise and advice in connection with (i) benchmarking and considerations for long-term incentive grants awarded to the Chair and CEO and other NEOs during the year, (ii) review of our Peer Group, (iii) providing market data and general trends with regards to short and long-term incentive practices, and (iv) conducting the annual risk assessment of our executive compensation program.

The HRC Committee received confirmation from the Compensation Consultant as to its independence from the Company, taking into account a number of factors, including (i) the fact that it does not provide any services to Nuvei other than compensation advisory services, (ii) the amount of fees paid to the Compensation Consultant in comparison to its total revenue, and (iii) the Compensation Consultant’s formal conflict of interest policy. The Chair of the HRC Committee approves the provision of any services by the Compensation Consultant to the Company.

The aggregate fees billed by Korn Ferry and the Compensation Consultant in Fiscal 2022 and Fiscal 2021 for executive compensation-related services and all other services are as set out below:

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Peer Group

During Fiscal 2022, as part of a regular annual review supported by the Compensation Consultant, the HRC Committee updated the Peer group to reflect that several peers have been acquired and are no longer public companies. The HRC Committee determined that no other Peer Group changes were required. As a result, based on the above criteria, the companies included in the Peer Group used by the HRC Committee for purposes of benchmarking executive compensation in Fiscal 2022 are listed below:

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The HRC Committee will continue to 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 will make changes as required.

Peer Group Financial Information⁽¹⁾

The HRC Committee, in accordance with its compensation philosophy, also periodically assesses how competitive the Company’s executive compensation is in order to make compensation-related decisions.

We do not have a formal pay positioning philosophy. However, in practice, we tend to target our total executive compensation above the market median and usually close to the 75th percentile. The HRC Committee views this approach as necessary to ensure the continued market competitiveness of the Company, in order to attract and retain the best talent in the industry, especially in light of the fierce competition in the Company’s industry and the current labour market.

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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 NEOs. For Fiscal 2022, 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:

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The Board, upon recommendations from the HRC 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.

In Fiscal 2022, the HRC and the Board approved a base salary increase of 3% for Messrs. Fayer, Schwartz and Erlick as of March 1, 2022, which reflected a general across-the-board salary increase given to all employees in North America. The annual base salary of Mr. Attias was increased by 35%, from ILS 846,000 to ILS 1,140,000 as of January 1, 2022 to reflect his promotion to the role of Group Chief Technology Officer in October 2021.

Once each financial year is completed, the HRC Committee and the Board assess the individual performance of the Chair and Chief Executive Officer in light of key performance metrics considered relevant at such time by the HRC and the Board. 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 HRC Committee for review and approval.

Depending on such assessment, the actual bonus payout may be less than the target (as low as nil) and the payout potential can reach 200% of the target bonus opportunity (as the maximum bonus is capped at 200% of the target bonus opportunity).

In determining the NEOs’ performance, the HRC 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 HRC 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

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reduced as a result of any specific criteria that do not represent their overall performance. In evaluating the NEOs’ performance, the HRC 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 HRC 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 HRC Committee, maintains the discretion at all times to grant additional 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 2022, the Board did not make any such discretionary adjustments.

For Fiscal 2022, the NEOs were eligible for the following target and maximum bonus percentages:

Fiscal 2022 Annual Bonus Payouts

The Company’s process for determining short-term incentive compensation in respect of Fiscal 2022 was centered on HRC and Board discretion and discussion about the Company’s overall performance during the year, without any formal pre-determined objectives and criteria. Following the Fiscal 2022 year-end, the Board approved upon recommendations from the HRC Committee, and in consultation with the Chair and Chief Executive Officer for the other NEOs, annual bonus payouts based on their assessment of the overall financial performance of the Company, specifically the achievement of Revenue and Adjusted EBITDA compared to the Company’s 2022 internal financial targets in respect of these metrics. These financial metrics for the annual bonus for Fiscal 2022 were selected as they reflect the NEOs’ success in achieving the Company’s targets for growth and profitability. As the actual performance in respect of both metrics for Fiscal 2022 was at or slightly above 80% of the 2022 internal financial targets, the HRC Committee recommended, and the Board approved, a corresponding bonus payout for the NEOs at 80% of their respective targets, except for Messrs. Ziv and Attias, for whom individual achievements were considered as detailed below.

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Based on recommendations from the Chair and CEO, the HRC Committee and the Board determined a payout of 152% of target for Mr. Ziv, and of 98% of target for Mr. Attias. These higher payout levels reflected the specific individual contribution of each of them during the year, considering the strategic and operational priorities related to their respective functions, with an overall focus on the Company’s growth objectives and such NEOs’ ability to attract customers, develop and sell Nuvei’s platform and services, and to compete in the market, as follows:

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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 a percentage of their base salary for Fiscal 2022 were as follows:

Historically, the Company made equity-based awards to NEOs by issuing Options under the Company’s 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. Also in connection with the TSX Listing, the Company adopted the Omnibus Incentive Plan, providing for awards to be made to eligible directors, officers, employees and consultants. See “Long Term Incentive Plans”. At the Meeting, holders of Multiple Voting Shares and Subordinate Voting Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve (i) an amendment to the Omnibus Incentive Plan whereby the number of Subordinate Voting Shares which may be reserved for issuance under the Omnibus Incentive Plan will be increased from 10% to 15% of all Multiple Voting Shares and Subordinate Voting Shares issued and outstanding from time to time, on a non-diluted basis, and (ii) all unallocated options, rights and other entitlements under the Omnibus Incentive Plan in accordance with the requirements of the TSX. See “Business of the Meeting – Approval of the Ordinary Resolution in Respect of the Omnibus Incentive Plan Amendment”.

In connection with the grants of equity-based awards, the HRC 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.

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Fiscal 2022 Long-term Incentive Grants

On March 7, 2022, upon the recommendation of the HRC Committee, the Board granted annual LTIP awards to each of Messrs. Fayer, Schwartz and Ziv. The objectives of these grants were 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 HRC Committee’s Compensation Consultant, considering the prevalent long-term incentive compensation practices in our Peer Group.

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

The size of these awards was aligned with the 90th percentile of the annual LTIP grants awarded to senior executives in our Peer Group, and the vesting condition of the PSUs was tied to the achievement of stretched revenue growth targets for 2022, aligned with the 90th percentile performance levels, specifically 1 and 3-year revenue CAGR observed among companies in the Russell 3000 index.

PSU Targets and Vesting

Vesting of the PSU awards was subject to the achievement of the following revenue growth target for Fiscal 2022 (as compared to 2021 revenue of $724.5 million).

In addition to the achievement of revenue growth targets, such PSUs were further subject to a time-based vesting condition, specifically vesting in equal tranches of 33.33% per year over a period of three years from the grant date.

As Fiscal 2022 revenue growth was below the minimum vesting threshold of 25%, no PSUs vested for Messrs. Fayer, Schwartz and Ziv, and all such PSUs were forfeited.

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November 2022 RSU Awards

In November 2022, the Board, upon the recommendation of the HRC Committee, approved annual LTIP grants of RSUs to the NEOs, except for Mr. Fayer.

For Messrs. Schwartz and Ziv, the grants received in November 2022 represented advances of their Fiscal 2023 LTIP awards, which would normally be granted in March 2023. The size and composition of each award was based on market data and analysis provided by the HRC Committee’s Compensation Consultant. The timing of the awards reflected the ongoing retention challenges faced during Fiscal 2022. Despite continued solid operational performance, the Company’s share price has been negatively impacted by significant market volatility due to global uncertainty during Fiscal 2022. Thus, most of the outstanding equity-based compensation for Messrs. Schwartz and Ziv was either underwater or delivering value significantly below the intended target values, resulting in minimal retention and significantly lagging new hire opportunities and replacement costs for these critical roles. Therefore, the HRC Committee and the Board decided to advance the Fiscal 2023 LTIP award to these NEOs from March 2023 to November 2022. The HRC Committee and the Board also decided to grant the entire award in the form of RSUs, a broader market practice observed within the Company’s industry in the past 12 months given continued macro-economic uncertainty and resulting challenges in designing long-term PSU plans. The award was intended to provide both a standard annual LTIP grant and to address the unvested retention value gap, with the amount of the standard annual LTIP grant component approximating the 80th percentile of the annual LTIP grants for similar roles in our Peer Group.

For Messrs. Erlick and Attias, the grants received in November 2022 were their Fiscal 2022 annual LTIP grants. The size of each award was based on long-term incentive market data from the U.S. Radford Technology Salary Survey, further reviewed and verified by the Compensation Consultant. The size of their RSU awards was positioned close to the median of the actual LTIP awards granted to comparable positions in the market.

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These RSUs will vest in equal tranches of 33.33% per year over a period of three years.

Vesting of Fiscal 2021 Awards

In connection with the hiring of Mr. 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 options and PSUs both vest in three tranches of 25%, 25% and 50%, with the vesting level of each tranche being subject to the achievement of specific revenue targets for verticals under Mr. Erlick’s responsibility, including U.S. and Canadian partners.²

Further, the number of PSUs available for settlement is 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 pro-rata basis. The Options were granted at an exercise price of $57.50 per share, with a term of five years. The PSUs expire at the end of the third calendar year following the date of grant.

The HRC and the Board approved the vesting of the first tranche of 25% of both Options and PSUs on May 9, 2022, and of the remaining tranche of 75% of both Options and PSUs on November 2, 2022, given the required level of revenue performance was achieved by Mr. Erlick. Both vested Options and PSUs remain outstanding as of the date hereof (with the number of PSUs available for settlement subject to adjustment based on the share price as described in the immediately preceding paragraph).

Fiscal 2021 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 HRC Committee worked with the Compensation Consultant to design special equity awards for Messrs. Fayer, Schwartz and Ziv in Fiscal 2021. These awards aimed 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 based on share price performance, 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

² Nuvei does not disclose specific revenue targets for verticals under Mr. Erlick’s responsibility, including U.S. and Canadian partners, 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. These revenue performance targets were set at a reasonably achievable level. During Fiscal 2021, the Options and PSU grants to Mr. Erlick represented 94% of his total compensation.

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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.

It is important to note that the value of Option-based awards and share-based awards disclosed in the Summary Compensation Table in this Circular reflects the estimated fair value of the awards on their respective date of grant. Accordingly, these values do not reflect the actual value of compensation to be received, if any, upon vesting or exercise, as applicable. Values can vary significantly from year to year based on fluctuations in share price, corporate performance and the timing of vesting or exercise, as applicable. Aggressive performance targets in combination with challenging market conditions has resulted in significant variability in long-term incentive awards since the date of grant of such awards, which had a significant impact on the awards’ current value. At any time after the grant date, Options may be well out-of-the money and units may vest at 0% or have little to no value. All Options and PSUs granted to Mr. Fayer during Fiscal 2021 had nil intrinsic value on December 31, 2021, December 31, 2022, and on April 3, 2023. As well, all Options granted to Messrs. Schwartz and Ziv during Fiscal 2021 had nil intrinsic value on December 31, 2021, December 31, 2022, and on April 3, 2023. Accordingly, caution should be exercised when reviewing the estimated grant date fair values and total compensation reported in the Summary Compensation Table.

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 PSUs (the “PSU Award”) vest in three equal increments of 33.33% per year over three years, subject to continued service and 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 performance options (the “Option Award”) vest in equal increments of 25% per year over four years, subject to continued service and 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.

The PSU Award and the Option Award are completely “at risk” since any PSUs or Options for which the threshold share price hurdle is not achieved prior to the end of the performance period will be forfeited in their entirety. All Options and PSUs granted to Mr. Fayer during Fiscal 2021 had nil intrinsic value on December 31, 2021, December 31, 2022 and April 3, 2023.

See “Executive Compensation – Compensation Governance – Clawback Policy” for details on the clawback provisions applicable to the CEO Performance Awards. For further details on the CEO Performance Awards, please refer to our 2022 management proxy circular available on SEDAR at www.sedar.com under the Company’s profile.

CFO and President Special Equity Awards

On September 2, 2021, the HRC 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. Accordingly, Mr. Schwartz and Ziv received Options to purchase 215,000 Subordinate Voting Shares and 350,000 Subordinate Voting Shares, respectively, with each Option having an exercise price of $120.05 per share (the “Retention Options”). Mr. Schwartz’s Retention Options vest in equal annual increments over a four-year period, and 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, December 31, 2022 and on April 3, 2023.

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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 and its subsidiaries, including RSUs, PSUs and DSUs. The Omnibus Incentive Plan is administered by the Board (which may delegate its authority to the HRC 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.

The Omnibus Incentive Plan is a rolling plan. Accordingly, 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. At the Meeting, holders of Multiple Voting Shares and Subordinate Voting Shares will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve an amendment to the Omnibus Incentive Plan whereby the number of Subordinate Voting Shares which may be reserved for issuance under the Omnibus Incentive Plan will be increased from 10% to 15% of all Multiple Voting Shares and Subordinate Voting Shares issued and outstanding from time to time, on a non-diluted basis.

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 2022, an aggregate of 3,530,487 awards were granted under the Omnibus Incentive Plan, representing 2.5% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of the Company as of December 31, 2022.

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 will 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 2022, 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 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, 2022, 6,053,724 Options, 48,596 DSUs, 1,778,431 PSUs and 3,892,643 RSUs had been granted or issued under the Omnibus Incentive Plan, such that an aggregate of 11,773,394 Subordinate Voting Shares were underlying outstanding awards under the Omnibus Incentive Plan as at such date, representing 8.44% of the total number of then outstanding Subordinate Voting Shares and Multiple Voting Shares. As a result, a maximum of 2,179,229 Subordinate Voting Shares remained issuable in the aggregate under the Omnibus Incentive Plan as at December 31, 2022, representing 1.56% of the

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total number of then outstanding Subordinate Voting Shares and Multiple 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 Options have been granted under the Legacy Option Plan nor will Options be granted thereunder in the future.

A total of 2,540,565 Options were outstanding under the Legacy Option Plan as of December 31, 2022, and the Subordinate Voting Shares issuable upon exercise of such Options represented as of such date, in the aggregate, 1.82% 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.

Paya Equity Plan

On February 22, 2023, in accordance with the terms and conditions of the agreement and plan of merger dated January 8, 2023 (the “Merger Agreement”) among the Company, Pinnacle Merger Sub, Inc. (a wholly owned subsidiary of the Company) (“Merger Sub”) and Paya, the Company acquired all of the issued and outstanding shares of common stock, par value $0.001 per share, of Paya (“Paya Common Stock”), by way of merger of Paya and Merger Sub, with Paya surviving as a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger, the Paya Equity Plan and certain outstanding awards previously granted to eligible employees, consultants or non-employee directors of Paya under the Paya Equity Plan were assumed by the Company. Since the effective date of the Merger, no awards have been granted under the Paya Equity Plan nor can any awards be granted thereunder in the future.

At the effective time of the Merger, the portion of each in-the-money Option and restricted stock unit awards that was outstanding and unvested under the Paya Equity Plan (each, a “Paya Award”) was converted into a corresponding award with respect to Subordinate Voting Shares of the Company (with the number of Subordinate Voting Shares and the exercise price with respect to such award, if any, determined based on the applicable exchange ratio set out under the Merger Agreement), subject to the same vesting and exercisability terms, as immediately prior to the effective time of the Merger. As a result, 1,324,341 Subordinate Voting Shares were reserved for issuance under the Paya Equity Plan and will be issuable upon the exercise or settlement of, the converted Paya Awards, representing, in the aggregate,

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approximately 0.96% of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares as of April 3, 2023.

Please refer to “APPENDIX – Paya Equity Plan” for relevant details on terms and conditions of the Paya Equity Plan.

Equity Compensation Plan Information

The following table provides details as at December 31, 2022 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.

In addition, upon the completion of the Company’s acquisition of Paya on February 22, 2023, 1,324,341 Subordinate Voting Shares were reserved for issuance under the Paya Equity Plan and will be issuable upon the exercise or settlement of, the converted Paya Awards, representing, in the aggregate, approximately 0.96% of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares as of April 3, 2023. Since the effective date of the Merger, no awards have been granted under the Paya Equity Plan nor can any awards be granted thereunder in the future.

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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 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 1,142 (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.

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 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.

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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 HRC 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 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, 2022:

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Performance Graph

Cumulative Value of a C$100 Investment (Canadian dollars)

The following performance graph illustrates the cumulative return on a C$100 investment in the Subordinate Voting Shares, compared to the cumulative return on the S&P/TSX Composite Index for the period commencing on September 22, 2020, being the date of the TSX Listing, and ending on December 30, 2022, being the last trading day of Fiscal 2022.

Cumulative Value of a $100 Investment (U.S. dollars)

The Company’s financial statements are expressed in U.S. dollars, and all of the Company’s equity compensation is denominated in U.S. dollars, using the share price of the Subordinate Voting Shares traded on the TSX in U.S. dollars prior to October 8, 2021, the date of the Nasdaq Listing, and afterwards the share price of the Subordinate Voting Shares traded on the Nasdaq in U.S. dollars. The following performance graph illustrates the cumulative return on a $100 investment in such Subordinate Voting Shares, compared to the cumulative return on the S&P 500 Composite Index for the period commencing on September 22, 2020, being the date of the TSX Listing, and ending on December 30, 2022, being the last trading day of Fiscal 2022.

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