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 2024

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

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), 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) and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on August 9, 2023 (File No. 333-273832).

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.

      Nuvei Corporation

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/455537579, password “nvei2024” (case sensitive), on May 24, 2024 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, 2024 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 22, 2024 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, 2023 (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 2024 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.sedarplus.ca 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 13, 2024. 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, 2024.

By order of the Board of Directors,

Philip Fayer

Founder, Chair of the Board and Chief Executive Officer

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/455537579, password “nvei2024” (case sensitive), on May 24, 2024 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 1 416-682-3860 (other countries) by 10:00 a.m. (ET) on May 22, 2024, 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						8.  Coretha Rushing

				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.

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 22, 2024.

Proxy Form – Annual Meeting of Shareholders of Nuvei Corporation to be held at 10:00 a.m. (Eastern Time) on Friday, May 24, 2024 (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 22, 2024.

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 NUVEI CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR April 3, 2024

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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/455537579, password “nvei2024” (case sensitive), on May 24, 2024 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, 2024 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 22, 2024 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, 2023 (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 2024 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.sedarplus.ca 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 13, 2024. If a shareholder requests a paper copy of the Proxy

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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, 2024.

By order of the Board of Directors,

Philip Fayer

Founder, Chair of the Board and Chief Executive Officer

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INVITATION TO SHAREHOLDERS

Dear Shareholders:

On behalf of the Board and management of the Company, we are pleased to invite you to attend the annual meeting of shareholders that will be held virtually on May 24, 2024 at 10:00 a.m. (Eastern Time). The meeting will be conducted via live audio webcast at https://web.lumiagm.com/455537579. 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.

Today, Nuvei continues to support a diversified portfolio of high-growth global commerce use cases including online retail, marketplaces, digital goods and services, regulated online gaming, social gaming, travel and mobility, financial services, as well as B2B, government and independent software vendor (ISV) partners, as they grow their business and expand into new end markets.

Our financial performance in 2023 is a good representation of that objective. Nuvei achieved new milestones, with Total volume¹ increasing 59% to $203 billion, revenue increasing 41% to $1.2 billion, and Adjusted EBITDA1 increasing 24% to $437 million, while net loss was $0.7 million which includes an increase in net finance cost of $103 million mainly related to amounts drawn under the Company’s credit facilities to fund the acquisition of Paya. These strong results are being driven by our team’s focus in growing our business with several new and expanded customer relationships in key end markets, extending our footprint across more geographies, and continuously launching new products and capabilities to further differentiate our technology platform. During Fiscal 2023, we launched 109 new product releases, and we increased our portfolio of alternative payment methods (APMs) to 680, expanding access and allowing our customers to accept more forms of regionally familiar and preferred digital payment methods.

On capital allocation, we prioritized debt repayment throughout the year, deleveraging to a combined leverage ratio² of 2.5x at December 31, 2023. We also introduced a discretionary quarterly cash dividend earlier in 2023. Our strong balance sheet, substantial free cash flow generation, low capital expenditure requirements, and a commitment to returning excess cash to shareholders are all hallmarks of our robust financial profile. Cumulatively since 2022, we have returned $251 million to shareholders in the form of share repurchases and dividends.

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 2023 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 these measures to the most directly comparable IFRS measure (as applicable). The 2023 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

² Combined leverage ratio is a non-IFRS ratio. This ratio 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 2023 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 a definition and reconciliation of Combined leverage ratio to the most directly comparable IFRS measure.

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Our Environmental, Social and Governance (ESG) journey continued to evolve this year with the publication of our second annual 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. Our latest report further documents our ESG strategy and roadmap with the inclusion of an inaugural ESG Materiality Assessment and team member engagement survey, initial GHG emissions inventory reporting, and achievement of our commitment to attain 30% female board representation before December 31, 2023.

As we think about the year ahead, we are executing on our strategic initiatives. These are always centered on partnering with our customers, driving innovation, delivering profitability, and developing our people. Staying true to these principles is fundamental to our competitive differentiation and sustained success. On April 1, 2024, we announced that we entered into a definitive arrangement agreement to be taken private by Advent International, one of the world’s largest and most experienced global private equity investors, via an all-cash transaction which values Nuvei at an enterprise value of approximately $6.3 billion. Advent International will acquire all the issued and outstanding Subordinate Voting Shares (as defined below) and any Multiple Voting Shares (as defined below) that are not Rollover Shares (as defined below), for a price of $34.00 per share, in cash. This price represents a premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq (as defined below under “Interest of Management and Others in Material Transactions”) on March 15, 2024, the last trading day prior to media reports concerning a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price³ per Subordinate Voting Share as of such date. A special meeting of our shareholders will be called and held to consider, and, if deemed advisable, to pass a special resolution to approve the proposed transaction.

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

³ Based on Canadian composite (TSX and all Canadian marketplaces) and U.S. composite (Nasdaq and all U.S. marketplaces).

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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 24, 2024 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 therefore may not 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 to facilitate operating performance comparisons from period to period, to prepare

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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 2023 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, Combined leverage ratio and Total volume presented by the Company to the most directly comparable IFRS measure (as applicable). The 2023 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca 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, and our expectations regarding future compensation practices and grants as well as governance and ESG initiatives, as well as statements regarding the proposed transaction with Advent International, including the proposed timing and various steps contemplated in respect of the transaction and statements regarding the plans, objectives, and intentions of Philip Fayer, Novacap, CDPQ or Advent, are forward-looking information. Economic and geopolitical uncertainties, including regional conflicts and wars, including potential impacts of sanctions, may also heighten the impact of certain factors described herein.

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.

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.

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 2023, which are incorporated by reference in this cautionary statement. These risks and uncertainties further include (but are not limited to) as concerns the proposed transaction with Advent International, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the transaction, and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the Arrangement Agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current

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operations. 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 2023 MD&A, which is available under our profiles on SEDAR+ at www.sedarplus.ca 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.

Our dividend policy is at the discretion of the Board. Any future determination to declare cash dividends on our securities will be made at the discretion of our Board, subject to applicable Canadian laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including covenants contained in our credit facilities), general business conditions and other factors that our Board may deem relevant. Further, our ability to pay dividends, as well as make share repurchases, will be subject to applicable laws and contractual restrictions contained in the instruments governing our indebtedness, including our credit facility. Any of the foregoing may have the result of restricting future dividends or share repurchases.

Consequently, all of the 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.

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 after May 22, 2024 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 416-682-3860 (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 22, 2024. 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.

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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:

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 416-682-3860 (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 22, 2024 to request

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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:

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

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

Exercise of Discretion by Proxies

The persons named in the enclosed form of proxy will vote (or withhold from voting) the shares in respect of which they are appointed as proxies in accordance with the instructions of the shareholders appointing them. If a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

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.

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Voting Shares and Principal Holders Thereof

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, 2024, represent 7.73% of the voting rights attached to all of the issued and outstanding shares of the Company.

The election of the directors and the appointment of the independent auditor of the Company 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.

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.sedarplus.ca and on EDGAR at www.sec.gov. A copy of the Coattail Agreement can be found on SEDAR+ at www.sedarplus.ca.

To the knowledge of the Company, as of April 3, 2024, 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

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

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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, 2023 and for Fiscal 2023, are available under Nuvei’s profiles on SEDAR+ at www.sedarplus.ca 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, Maren Hwei Chyun Lau, David Lewin, Daniela Mielke, Coretha Rushing, Pascal Tremblay and Samir Zabaneh, all of whom are standing for election at this Meeting. The directors are appointed at the annual general meeting of shareholders and the term of office for each of the directors will expire at the time of our next annual shareholders meeting. Our articles provide that, between annual meetings of shareholders, the directors may appoint one or more additional directors, but the number of additional directors so appointed may not at any time exceed one-third of the number of current directors who were elected at the previous annual meeting of shareholders.

Nominees

The following tables 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.

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 majority voting requirements under the CBCA. These require that in an uncontested election of directors, such as the one planned for the Meeting, a nominee

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must receive a majority of the total 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.

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 or any of its consolidated subsidiaries, 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.sedarplus.ca 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.

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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. 2023 was a year during which we continued to enhance our executive compensation program and practices to align our executives’ performance with long-term value creation for our shareholders.

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 2023 results. We reached exciting new financial milestones, achieving Total volume⁴ of $203 billion, revenue of $1.2 billion, Adjusted EBITDA4 of $437 million, and net loss of $0.7 million. Our results are being driven by our team’s focus in accelerating new wins and expanding our wallet share with customers, extending our footprint across more geographies, and continuously launching new products and capabilities to further differentiate our technology platform.

From an executive compensation perspective, however, 2023 was a challenging year for technology companies. The second half was marked by the uncertain economic environment and recession fears driving stock markets down. 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 impacted our compensation-related decisions during Fiscal 2023, which are highlighted below. You will find further details about these decisions in this “Executive Compensation” section of the Circular.

Succession Planning

Succession planning is an important process for both the stability of the organization as well as to ensure smooth transitions in leadership roles when executives depart or retire. Developing a robust succession plan helps organizations identify and prepare internal talent to step into key positions, reduce disruptions and maintain continuity in operations.

The HRC Committee has begun executing CEO succession planning with a third-party partner. The HRC Committee has also implemented a full executive team succession plan focused on identifying key internal talent and high potential individuals, and mitigating plans in the case of a talent gap. Where necessary,

⁴ 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 2023 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 these measures to the most directly comparable IFRS measure (as applicable). The 2023 MD&A is available at https://investors.nuvei.com and under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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development opportunities have been identified and development plans have been put in place to ensure the growth and retention of such talent.

The HRC Committee strongly believes that by investing in succession planning, Nuvei can cultivate a pipeline of competent leaders, mitigate risks associated with sudden leadership changes, and align talent development with organizational goals. Our succession plan ensures a smoother transition process and contributes to the long-term success of Nuvei.

Peer Group Refresh

Following our acquisition of Paya, and at the recommendation of our Compensation Consultant, we refreshed the peer group we use for executive compensation benchmarking to ensure our compensation program is well positioned in the market. 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.

Ownership Guidelines, Clawback Policies 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 Misconduct Clawback Policy and Ownership Guidelines. In addition, in 2023, we adopted a Recoupment Clawback Policy as required by SEC and Nasdaq rules. Also in 2023, 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.

2023 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 2023, we approved annual LTIP awards in the form of RSUs with a grant date fair value of $11 million to Philip Fayer, our Chair and Chief Executive Officer, and with a grant date fair value of $10 million to Vicky Bindra, our Chief Product and Operations Officer (of which $2.5 million was awarded specifically for retention purposes), considering an analysis from our Compensation Consultant and the prevalent long-term incentive compensation practices in our Peer Group. We also decided to grant, the entire awards in the form of RSUs based on a broader market practice observed in the previous 12 months and given continued macro-economic uncertainty and resulting challenges in designing long-term PSU plans. The objectives of these grants are to reward the achievement of sustained long-term market performance, align the interests of the NEOs with long-term shareholder value creation, and to promote retention. The size of these awards was aligned with the 70th to the 90th percentile of the annual LTIP grants awarded to senior executives in our Peer Group. We also approved a sign-on grant of RSUs for Caitlin Shetter valued at $1 million upon her appointment as Chief People Officer in April 2023. All of these RSUs vest in equal annual tranches over a three-year period.

As David Schwartz, our Chief Financial Officer, and Yuval Ziv, our President, had received their 2023 grants of RSUs ahead of the regular schedule in November 2022, they did not receive new LTIP awards in Fiscal 2023.

2024 Long-Term Incentive Awards

In line with our continuously evolving compensation program philosophy, in October 2023, the Board decided to introduce PSUs into our annual LTIP program. Accordingly, in February 2024, the Board determined that the 2024 annual LTIP grants to executives would be comprised of 70% RSUs and 30% PSUs.

Chair and Chief Executive Officer Philip Fayer did not receive any grant as he has voluntarily elected to forego any stock-based compensation, thereby further aligning his compensation with the interest of all shareholders.

Annual Bonus Redesign

During Fiscal 2023, we approved a formal bonus program to further align the interests of the executive leadership team towards common financial and strategic objectives, to have an equitable approach to drive Company and individual performance, and to align with market practices. The bonus program is now based on two components. The first, representing 80% of the program, is based on defined financial objectives,

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namely Organic revenue growth at constant currency5 and Adjusted EBITDA margin5, and the second, representing 20% of the program, is based on individual performance. The Board maintains discretion, however, over the final payout for each NEO. For Fiscal 2023 only, we added a Paya integration component to the program as a supplemental 20% potential payout composed of 10% for the achievement of financial objectives and 10% for the achievement of synergies. This was added to acknowledge the significant work required by the executive team to fully integrate Paya to achieve both targeted financial results and synergies.

Conclusion

In 2024, 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 positive progress was made as it relates to executive compensation and the decisions we made in 2023 support our financial and strategic growth commitments for 2024 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

⁵ Organic revenue growth at constant currency and Adjusted EBITDA margin are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures” and the section entitled “Appendix – Non-IFRS and Other Financial Measures” of this Circular for further information. For purposes of the annual bonus program, Adjusted EBITDA margin represents Adjusted EBITDA (excluding Paya’s estimated contribution) as a percentage of Organic revenue at constant currency.

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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: 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

On November 7, 2023, the Board amended the Company’s Misconduct Clawback Policy (the “Misconduct Clawback Policy”) to address the interplay between the Recoupment Clawback Policy and the Misconduct Clawback Policy by aligning applicable principles between the two Clawback Policies. The Misconduct

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Clawback Policy, which applies to all current and former Nuvei executive officers (and other employees designated by the HRC Committee from time to time), allows the Board, in its sole discretion, to the full extent permitted by governing law and to the extent it determines that it is in the Company’s best interest to do so, to require reimbursement, cancellation, repayment, recovery or clawback of all or a portion of the compensation received or after-tax gain realized by an executive officer or a former executive officer pursuant to awards made under the Company’s short-term and long-term incentive plans in the event of either of the following scenarios:

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

Anti-Hedging Policy

Compensation Consultant

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 2022 and 2023, the HRC Committee used the services of the Compensation Consultant to provide expertise and advice in connection with (i) benchmarking and considerations for long-term incentive grants awarded to the Chair and Chief Executive Officer 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, (iv) incentive plan design and (v) 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 the Compensation Consultant in Fiscal 2023 and Fiscal 2022 for executive compensation-related services and all other services are as set out below:

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Peer Group

During Fiscal 2023, based on recommendations from the Compensation Consultant, and taking into consideration the impact of the acquisition of Paya which meaningfully increased Nuvei’s overall size, revenue and revenue growth, the HRC Committee updated the composition of the Peer Group by adding new comparable peers and by removing peers that have been acquired or that are no longer public companies. As a result, based on the Peer Group selection criteria outlined above, the companies included in the Peer Group used by the HRC Committee for purposes of benchmarking executive compensation in Fiscal 2023 are listed below:

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The HRC Committee will continue to periodically review the Peer Group and the Peer Group selection criteria to ensure the companies selected still reflect the evolving business and scale of the Company, 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.

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 2023, the Company’s NEOs were:

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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:

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 2023, the HRC Committee and the Board approved a base salary increase of 30% for Yuval Ziv as of December 1, 2023, following a market benchmarking analysis relative to the Peer Group for his role, and based on the criticality of his role at Nuvei. No other NEO base salary adjustments were made during Fiscal 2023.

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Short-Term Incentives / Annual Bonus

Furthermore, the Board maintains at all times the flexibility to grant additional discretionary bonuses 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 2023, the HRC Committee approved a formal annual bonus program to (i) further align the interests of the executive leadership team towards common financial and strategic objectives, (ii) have an equitable approach to drive Company and individual performance, and (iii) align with market practices.

The bonus program is based on two components: Company financial performance and individual performance. Company financial performance, which represents 80% of the bonus program, is based on achievement against defined financial objectives, namely Organic revenue growth at constant currency⁶ and Adjusted EBITDA margin⁶. These financial metrics were selected as they reflect success in achieving the Company’s targets for growth and profitability. The remaining 20% of the bonus program is based on individual NEO performance against Board approved individual goals.

For Fiscal 2023, a Paya integration component was added to the program as a supplemental 20% target (for a total target of 120% of base salary for each NEO, except Caitlin Shetter whose total target payout was set at 95% of base salary), with 10% of the award based on the achievement of specific financial metrics and 10% based on the achievement of specific synergy milestones.⁷ This supplemental bonus target represents less than 8% of Fiscal 2023 total compensation for both the Chair and Chief Executive Officer and the other NEOs. In addition, the targets were set to require significant effort to achieve.

⁶ Organic revenue growth at constant currency and Adjusted EBITDA margin are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures” and the section entitled “Appendix – Non-IFRS and Other Financial Measures” of this Circular for further information. For purposes of the annual bonus program, Adjusted EBITDA margin represents Adjusted EBITDA (excluding Paya’s estimated contribution) as a percentage of Organic revenue at constant currency.

⁷ We are relying on an exemption available under applicable securities laws from the requirement to disclose these targets on the basis that their disclosure would seriously prejudice the Company’s interests.

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For Fiscal 2023, the NEOs were eligible for the following target and maximum bonus payouts:

Fiscal 2023 Annual Bonus Payouts

For Fiscal 2023, the HRC Committee and the Board set the following financial objectives for purposes of the annual bonus program:

The Board and the HRC Committee then considered the actual results against the defined targets to determine the payout level for the financial performance component of the bonus program. For Fiscal 2023, Organic revenue growth at constant currency⁽¹⁾ was 9.33%, which was slightly below the 10% target (with Organic revenue at constant currency⁽¹⁾ of $922.0 million), while Adjusted EBITDA margin⁽¹⁾ (as calculated for purposes of the bonus program) was slightly below the target of 39.5%. As a result, the Board, upon the recommendation of the HRC Committee, approved an overall payout of 85% for the financial component of the bonus program. Considering that the financial component is weighted at 80% of the total bonus program, the final payout for the financial component of the bonus was 68%.

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With respect to the Paya Integration component and individual NEO performance, each representing 20% of the potential total target bonus payout for Fiscal 2023, the Board and the HRC Committee considered both the achievement of each NEO against their individual objectives and their respective contribution towards Paya integration targets. The Board and the HRC Committee have determined the actual achievement at 80% for all NEOs (except for Philip Fayer and Yuval Ziv) resulting in the final bonus payout at 100% of the annual target bonus. Philip Fayer received a bonus payout of 108% of base salary which was below the 120% target to reflect the actual financial performance of the Company and his individual contribution to the overall achievement of these results. Yuval Ziv received a bonus payout of 166% based on considerations for 2023 performance, market competitiveness and as a retention factor based on the importance of his role in the future growth of the Company.

The performance assessment was determined following meetings between the Board and the HRC Committee, and in consultation with the Chair and Chief Executive Officer for the other NEOs, whereby each objective was discussed in light of their accomplishments throughout the year. The following highlights our NEOs’ collective achievements for Fiscal 2023:

⁸ 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.

⁹ Combined leverage ratio is a non-IFRS ratio. This ratio 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 2023 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 a definition and reconciliation of Combined leverage ratio to the most directly comparable IFRS measure.

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Accordingly, actual bonus payouts as a percentage of each NEO’s base salary for Fiscal 2023 were as follows:

Finally, during Fiscal 2023, the Board, upon the recommendation of the HRC Committee, determined that it would be appropriate to award additional discretionary bonuses related to the Paya acquisition to Philip Fayer and David Schwartz in the amount of $500,000 and $350,000, respectively, to recognize their significant contributions and efforts required to complete the transaction.

Historically, the Company has 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. In addition, 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” for further information.

In connection with the grants of equity-based awards, the HRC Committee determines the type of grant, grant size and terms to be recommended to the Board. Previous grants are generally taken into account when determining the value of grants made in any given year.

Fiscal 2023 Long-term Incentive Grants

In March 2023, upon the recommendation of the HRC Committee, the Board approved annual LTIP awards of RSUs to Philip Fayer, Chair and Chief Executive Officer, with a grant date fair value of $11 million and Vicky Bindra, Chief Product and Operations Officer, with a grant date fair value of $10 million (of which $2.5 million was awarded specifically for retention purposes). These RSUs vest in equal annual tranches over a three-year period. The objectives of these grants are to reward the achievement of sustained long-term market performance, align

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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 Compensation Consultant, considering the prevalent long-term incentive compensation practices in our Peer Group. The size of these awards was aligned with the 70th to the 90th percentile of the annual LTIP grants awarded to senior executives in our Peer Group.

The Board also approved a sign-on grant of RSUs for Caitlin Shetter valued at $1 million upon her appointment as Chief People Officer in April 2023. These RSUs also vest in equal annual tranches over a three-year period.

As David Schwartz, Chief Financial Officer, and Yuval Ziv, President, received their Fiscal 2023 grants of RSUs ahead of the regular schedule in November 2022, as disclosed in last year’s circular, they did not receive LTIP awards in Fiscal 2023.

Fiscal 2024 Long-term Incentive Grants

In November 2023, the Board, upon the recommendation of the HRC Committee, approved annual LTIP awards for the NEOs to be granted in 2024. The value of the grants for the NEOs are as follows:

The size and composition of each award was determined by the HRC Committee based on market data and analysis provided by the Compensation Consultant. The NEOs’ annual LTIP grants are positioned between the 70th and the 90th percentile of the annual LTIP grants for similar roles in our Peer Group. Moreover, the HRC Committee recommended that the Fiscal 2024 grants consist of 70% RSUs, which will vest in equal annual tranches over a three-year period, and 30% PSUs, which will vest upon the achievement of three-year Company financial objectives. Philip Fayer did not receive any grant as he has voluntarily elected to forego any stock-based compensation.

Fiscal 2021 Special Executive Equity Awards

In Fiscal 2021, the HRC Committee worked with the Compensation Consultant to design special equity awards for Philip Fayer, Chair and Chief Executive Officer, David Schwartz, Chief Financial Officer, and Yuval Ziv, President. 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 Chief Executive Officer equity awards, which are entirely based on share price performance, payouts will only be delivered if significant shareholder value is created.

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 meaningful 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 Philip Fayer during Fiscal 2021 had nil intrinsic value since their date of grant. In addition, all Options granted to David Schwartz and Yuval Ziv during Fiscal 2021 had nil intrinsic value on December 31, 2021, December 31, 2022, December 31, 2023 and on April 3, 2024. Accordingly, caution should be exercised when reviewing the estimated grant date fair values and total compensation reported in the Summary Compensation Table.

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Chief Executive Officer Performance Equity Awards

On October 6, 2021, the independent members of our Board granted Philip 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 “Chief Executive Officer Performance Awards”). The Chief Executive Officer Performance Awards are subject to the satisfaction of both performance-based and time-based vesting conditions: the PSUs (the “PSU Award”) vest over three years, in three annual consecutive equal installments, the first occurring on the first anniversary of the grant date, 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 amounts 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.

See “Executive Compensation – Compensation Governance – Clawback Policies” for details on the clawback provisions applicable to the Chief Executive Officer Performance Awards.

CFO and President Special Equity Awards

On September 2, 2021, the HRC Committee granted special equity awards to David Schwartz and Yuval Ziv in recognition of their overall importance at 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 Chair and Chief Executive Officer. Accordingly, David Schwartz and Yuval 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”). David Schwartz’s Retention Options vest in equal annual increments over a four-year period, and Yuval Ziv’s Retention Options vest in equal annual increments over a five-year period. All Options granted to David Schwartz and Yuval Ziv during Fiscal 2021 had nil intrinsic value on December 31, 2021, December 31, 2022, December 31, 2023 and on April 3, 2024.

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. The maximum number of Subordinate Voting Shares available for issuance under the Omnibus Incentive Plan may not exceed 15% of the Company’s issued and outstanding Subordinate Voting Shares and Multiple Voting Shares from time to time.

All of the Subordinate Voting Shares covered by grants which have been exercised, settled, expired, cancelled or forfeited become available for the purposes of awards that may be subsequently granted under the Omnibus Incentive Plan, and the number of Subordinate Voting Shares available to grant increases as the number of issued and outstanding Subordinate Voting Shares and Multiple Voting Shares increases.

During Fiscal 2023, an aggregate of 3,585,804 awards were granted under the Omnibus Incentive Plan, representing 2.57% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of the Company as of December 31, 2023.

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 2023, Fiscal 2022 and Fiscal 2021 for each of the Omnibus Incentive Plan, Legacy Option Plan and Paya Equity Plan:

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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, 2023, 5,813,398 Options, 113,835 DSUs, 1,332,903 PSUs and 6,859,317 RSUs were outstanding (including, in each case, any related Dividend Share Units) under the Omnibus Incentive Plan. As a result, a maximum of 6,794,798 Subordinate Voting Shares remained issuable in the aggregate under the Omnibus Incentive Plan as of December 31, 2023, representing 4.87% of the 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.

On November 7, 2023, the Board approved additional “housekeeping” amendments to the Legacy Option Plan and outstanding awards thereunder, which, among others, clarified, corrected or rectified any ambiguity, defective provision, error or omission, or amendments with respect to the vesting period of Options. Such amendments did not require the approval of the shareholders pursuant to the provisions of the Legacy Option Plan. Specifically, the amendments clarified that holders of Options may exercise their Options at any time until the applicable expiry date of such Options and may transfer or sell their shares of the Company received upon the exercise of their Options.

A total of 2,152,636 Options were outstanding under the Legacy Option Plan as of December 31, 2023, and the Subordinate Voting Shares issuable upon exercise of such Options represented as of such date, in the aggregate, 1.54% 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

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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, 679,351 Subordinate Voting Shares remain 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 0.49% of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares as of December 31, 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.

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, 2023 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 and the Paya Equity Plan:

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 and Paya Equity Plan are reserved for the exercise of Options and the settlement of RSUs, PSUs or DSUs, as applicable, with Subordinate Voting Shares issued from treasury.

Pension Benefits

The Company’s compensation program for NEOs does not include defined benefit or defined contribution pension plans. Philip Fayer and David Schwartz 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.

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However, the Company is required to pay to David Schwartz an annual amount equal to his maximum permissible RRSP contribution in addition to his base salary. The Company makes required contributions by law to Yuval 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). Caitlin Shetter and Vicky Bindra both participate in the employee company 401K plan and the Company matches 4% up to the maximum contribution allowed by the U.S. Internal Revenue Services.

Benefits and Perquisites

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

Share Ownership Requirements

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.

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, 2023:

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