SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

NUVEI CORPORATION

NUVEI CORPORATION

(Name of the Issuer)

Nuvei Corporation

Neon Maple Purchaser Inc.

Neon Maple Holdings Inc.

Neon Maple Midco Inc.

Neon Maple Parent Inc.

Advent International, L.P.

Advent International GPE X Limited Partnership

AI Maple Aggregator, L.P.

AI Maple Holdings, L.P.

AI Maple Holdings GP Limited

Novacap Management Inc.

Caisse de dépôt et placement du Québec

Philip Fayer

Whiskey Papa Fox Inc.

(Name of Person(s) Filing Statement)

Subordinate Voting Shares, no par value

(Title of Class of Securities)

67079A102

(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of persons authorized to receive notices and communications on behalf of the persons filing statement)

Copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INFORMATION REQUIRED BY SCHEDULE 13E-3

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Nuvei Corporation, a corporation existing under the federal laws of Canada (“Nuvei”) and the issuer of the subordinate voting shares (the “Subordinate Voting Shares”) that is the subject of the Rule 13e-3 transaction, (ii) Neon Maple Purchaser Inc. (“Purchaser”), a corporation existing under the federal laws of Canada, (iii) Neon Maple Holdings Inc., an Ontario corporation and the parent company of the Purchaser (“Holdings”), (iv) Neon Maple Midco Inc., an Ontario corporation and the parent company of Holdings (“Midco”), (v) Neon Maple Parent Inc., an Ontario corporation and the parent company of Midco (“Canada Parent”), (vi) AI Maple Holdings, L.P., a Cayman Islands exempted limited partnership and the sole stockholder of Canada Parent (“AI Maple Holdings”), (vii) AI Maple Aggregator, L.P., a Cayman Islands exempted limited partnership and the sole limited partner of AI Maple Holdings (“AI Maple Aggregator”), (viii) AI Maple Holdings GP Limited, a Cayman Islands exempted company and the general partner of each of AI Maple Holdings and AI Maple Aggregator (“AI Maple GP”), (ix) Advent International GPE X Limited Partnership, a Cayman Islands exempted partnership and the sole member of AI Maple GP (“AI GPE X”), (x) Advent International, L.P., a Delaware limited partnership and the investment adviser to AI GPE X (“Advent”), (xi) Caisse de dépôt et placement du Québec (“CDPQ”), a legal person governed by an Act respecting the Caisse de dépôt et placement du Québec, (xii) Novacap Management Inc. (“Novacap”), a company incorporated under the laws of Canada and the general partner of certain investment funds and vehicles holding Multiple Voting Shares (as defined below), (xiii) Philip Fayer, and (xiv) Whiskey Papa Fox Inc., a corporation existing under the federal laws of Canada (together with CDPQ, Novacap and Mr. Fayer, each a “Rollover Shareholder” and, collectively, the “Rollover Shareholders”).

This Transaction Statement relates to the plan of arrangement (the “Plan of Arrangement”), pursuant to Section 192 of the Canada Business Corporations Act, contemplated by an arrangement agreement between Purchaser and Nuvei, dated as of April 1, 2024 (the “Arrangement Agreement”), pursuant to which Purchaser will acquire all of the outstanding subordinate voting shares of Nuvei (“Subordinate Voting Shares”) and multiple voting shares of Nuvei (“Multiple Voting Shares”) that are not Rollover Shares (as defined in the Arrangement Agreement) for a price of US$34.00 per share, in cash. A copy of the Plan of Arrangement is included as Appendix B to the Management Proxy Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”). A special meeting of Nuvei’s shareholders has been called for June 18, 2024 (the “Meeting”) to approve a special resolution approving the Plan of Arrangement in the form attached as Appendix A to the Circular (the “Arrangement Resolution”). The Circular is being provided to Nuvei’s shareholders pursuant to applicable Canadian law.

If the Arrangement Resolution is approved by (i) at least 66 ²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares; (iv) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”); and (v) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101), the transaction is expected to close in late 2024 or the first quarter of 2025, subject to Court approval and customary closing conditions, including receipt of Key Regulatory Approvals.

The cross-references in this Transaction Statement are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the location in the Circular of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Circular and the appendices thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Circular.

All information contained in, or incorporated by reference into, this Transaction Statement and the Circular concerning each Filing Person has been supplied by such Filing Person, and no Filing Person is responsible for the accuracy or completeness of the information supplied by any other Filing Person.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the sections of the Circular entitled “Questions and Answers About the Meeting and the Arrangement” and “Summary” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) - Name and Address.

The name of the subject company is Nuvei Corporation. The address and telephone number of the subject company’s principal executive office are as follows:

Nuvei Corporation

1100 René-Lévesque Boulevard West, Suite 900

Montréal, Québec H3B 4N4

(514) 313-1190

The information set forth in the Circular under the caption “Information Concerning Nuvei” is incorporated herein by reference.

(b) - Securities.

The subject class of equity securities is subordinate voting shares, no par value, of Nuvei Corporation.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Trading Market and Price.

The information set forth in the Circular under the caption “Information Concerning Nuvei - Trading in Subordinate Voting Shares” is incorporated herein by reference.

(d) - Dividends.

The information set forth in the Circular under the caption “Information Concerning Nuvei - Dividend Policy” is incorporated herein by reference.

(e) - Prior Public Offerings.

The information set forth in the Circular under the caption “Information Concerning Nuvei - Previous Distributions” is incorporated herein by reference.

(f) - Prior Stock Purchases.

The information set forth in the Circular under the caption “Information Concerning Nuvei - Previous Purchases and Sales” is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) - Name and Address.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - Business and Background of Entities.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Business and Background of Natural Persons.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 4. TERMS OF THE TRANSACTION.

(a)(1) - Material Terms: Tender Offers.

N/A.

(a)(2) - Material Terms: Mergers or Similar Transactions.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Different Terms.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(d) - Appraisal Rights.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(e) - Provisions for Unaffiliated Security Holders.

The information set forth in the Circular under the following captions is incorporated herein by reference.

(f) - Eligibility for Listing or Trading.

N/A.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) - Transactions.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - (c) Significant Corporate Events; Negotiations or Contacts.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(e) - Agreements Involving the Subject Company’s Securities.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) - Use of Securities Acquired.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c)(1)-(8) - Plans.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) - Purposes.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - Alternatives.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Reasons.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(d) - Effects.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(b) - Fairness; Factors Considered in Determining Fairness.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Approval of Security Holders.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(d) - Unaffiliated Representative.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(e) - Approval of Directors.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(f) - Other Offers.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) - (c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) - Source of Funds; Conditions

The information set forth in the Circular under the following captions is incorporated herein by reference:

(c) - Expenses.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(d) - Borrowed Funds.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) - Securities Ownership.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - Securities Transactions.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d) - Intent to Tender or Vote in a Going-Private Transaction.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(e) - Recommendations of Others.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 13. FINANCIAL INFORMATION.

(a) - Financial Information.

The financial statements set forth in Nuvei’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, beginning on page 9 of Exhibit 99.3 of such Annual Report on Form 40-F, are incorporated by reference herein.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - Pro Forma Information.

N/A.

(c) - Summary Information. The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) - Solicitations or Recommendations.

The information set forth in the Circular under the following captions is incorporated herein by reference:

(b) - Employees and Corporate Assets.

The information set forth in the Circular under the following captions is incorporated herein by reference:

ITEM 15. ADDITIONAL INFORMATION.

(b) - Golden Parachute Compensation.

N/A.

(c) - Other Material Information.

The information set forth in the Circular, including all appendices thereto, is incorporated herein by reference.

ITEM 16. EXHIBITS.

[Remainder of Page Intentionally Left Blank]

SIGNATURES

After due inquiry and to the best of our knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Exhibit (a)(2)(i)

These materials are important and require your immediate attention. They require shareholders of Nuvei Corporation to make important decisions. If you are in doubt about how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you are a shareholder of Nuvei Corporation and have any questions regarding the information contained in this Circular or require assistance in completing your form of proxy or voting instruction form, please contact Kingsdale Advisors, our strategic advisor by telephone at 1 (888) 327-0819 (toll-free in North America) or at (416) 623-4173 (outside of North America), or by email at contactus@kingsdaleadvisors.com. Questions on how to complete the letter of transmittal or your form of proxy or voting instruction form should be directed to Nuvei Corporation’s depositary, TSX Trust Company, at 1 (800) 387-0825 (toll-free in North America) or at (416) 682-3860 (outside of North America).

Shareholders in the United States should read the section “Notice to Shareholders in the United States” on page (iii) of the accompanying management proxy circular.

ARRANGEMENT

INVOLVING

NUVEI CORPORATION

AND

AN AFFILIATE OF ADVENT INTERNATIONAL, L.P.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on June 18, 2024 at 10:00 a.m. (Eastern Time), in a virtual only

format at the following link: https://web.lumiagm.com/432819058

AND

MANAGEMENT PROXY CIRCULAR

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE ARRANGEMENT OR PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. IN ADDITION, NEITHER THE TORONTO STOCK EXCHANGE NOR ANY CANADIAN SECURITIES REGULATORY AUTHORITY HAS IN ANY WAY PASSED UPON THE MERITS OF THE TRANSACTION DESCRIBED IN THIS CIRCULAR, AND ANY REPRESENTATION OTHERWISE IS AN OFFENCE.

May 13, 2024

LETTER TO SHAREHOLDERS

May 13, 2024

Dear Shareholders:

You have an opportunity to receive a significant cash premium in exchange for your investment in Nuvei Corporation (“Nuvei” or the “Company”). This letter and the accompanying materials set out the background to the proposed transaction, the recommendation of the board of directors of Nuvei (the “Board”) and the steps required for you to take advantage of this opportunity. Please read these materials carefully and vote your shares FOR the proposed transaction.

The Board cordially invites you to attend a special meeting (the “Meeting”) of the holders (the “Shareholders”) of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and together with the Subordinate Voting Shares, the “Shares”) of the Company, to be held as a virtual only meeting via a live webcast on June 18, 2024 at 10:00 a.m. (Eastern time) at https://web.lumiagm.com/432819058.

At the Meeting, pursuant to the interim order (the “Interim Order”) of the Superior Court of Québec (Commercial Division) (the “Court”) as same may be amended, the Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution approving a statutory plan of arrangement (the “Arrangement”) involving the Company and Neon Maple Purchaser Inc. (the “Purchaser”), a newly-formed entity controlled by Advent International, L.P. (“Advent”), one of the world’s largest and most experienced global private equity investors, pursuant to the provisions of the Canada Business Corporations Act. Pursuant to the Arrangement, the Purchaser will acquire all the issued and outstanding Shares that are not Rollover Shares (as defined below). These Shares will be acquired for a price of US$34.00 per Share, in cash (the “Consideration”).

Premium Consideration

The price of US$34.00 per Share in cash represents a significant and attractive premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq Global Select Market (“Nasdaq”) on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price¹ per Subordinate Voting Share as of such date, valuing Nuvei at an enterprise value of approximately $6.3 billion.

In addition, as of the date hereof, the Consideration is approximately 150% above the 52-week low for the Subordinate Voting Shares on the Nasdaq, and approximately 15% below the 52-week high for the Subordinate Voting Shares on the Nasdaq.

Recommendation of the Board

After taking into consideration, among other things, the recommendation of a Special Committee of the Board comprised of Timothy A. Dent (Chair), Daniela Mielke and Coretha Rushing, each an independent director of the Company (the “Special Committee”), the Board (excluding interested directors) has unanimously concluded that the Arrangement is in the best interest of the Company and is fair to the Shareholders (except the Rollover Shareholders (as defined below)). The Board (excluding interested

directors) unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (as defined below).

The Board notes that Philip Fayer, the Chair and Chief Executive Officer of the Company, Pascal Tremblay and David Lewin abstained from voting on these matters because of the potential for a conflict of interest as they each may have an interest, directly or indirectly, in the Arrangement.

The recommendation of the Board is based on factors and considerations set out in detail in the accompanying Circular (as defined below), including notably:

The Special Committee believes that the Arrangement is procedurally fair to Shareholders (other than the Rollover Shareholders), including the unaffiliated security holders, for the following reasons:

The arrangement agreement (the “Arrangement Agreement”) was the result of a robust negotiation process with Advent that was undertaken with the supervision and involvement of the Special Committee comprised solely of independent directors and which was advised by experienced, qualified and independent financial and legal advisors.

Shareholders should review the accompanying Circular, which describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Board. The Circular contains a detailed description of the Arrangement and includes additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, you are urged to consult your financial, legal, tax or other professional advisors.

To be effective, the Arrangement must be approved by a special resolution (the “Arrangement Resolution”), the full text of which is outlined in Appendix A of the accompanying management proxy

circular (the “Circular”), passed by: (i) at least 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101). In the Interim Order, the Court declared that the vote set out in clause (v) of the preceding sentence is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

The Arrangement must also be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement.

If the required Shareholder and Court approvals are obtained and all other conditions to the Arrangement are satisfied, including receipt of key regulatory approvals, it is anticipated that the Arrangement will be completed in late 2024 or the first quarter of 2025. Further details of the Arrangement are set out in the accompanying Circular.

In connection with the proposed Arrangement, each director and member of Senior Management of Nuvei and each Rollover Shareholder has entered into a customary support and voting agreement pursuant to which such individual has agreed, subject to the terms thereof, to vote all of their Shares in favour of the Arrangement Resolution. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares (and who, as a result of their holdings of Multiple Voting Shares, would effectively be able to veto any alternative transaction), have agreed to vote their Shares in favour of the Arrangement Resolution. The 124,986 Subordinate Voting Shares beneficially owned by Philip Fayer, representing approximately 0.20% of the Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded for purposes of the “minority approvals” required under MI 61-101.

Specifically, Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, “Novacap”) and Caisse de dépôt et placement du Québec (“CDPQ”) (together with entities they control directly or indirectly, collectively, the “Rollover Shareholders”) have agreed to sell all of their Shares (the “Rollover Shares”) to the Purchaser for a combination of cash and shares in the capital of the Purchaser, effectively rolling approximately 95%, 65% and 75%, respectively, of their Shares, and are expected to receive in aggregate approximately US$563 million in cash for the Shares sold on closing³. Philip Fayer, Novacap and CDPQ are expected to hold or exercise control or direction over, directly or indirectly, approximately 24%, 18% and 12%, respectively, of the common equity in the resulting private company.

Vote Today FOR the Arrangement Resolution

Your vote is important regardless of the number of Shares you own. If you are unable to be virtually present at the Meeting, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, so that your Shares can be voted at

the Meeting in accordance with your instructions. Your votes must be received by Nuvei’s transfer agent, TSX Trust Company, no later than 10:00 a.m. (Eastern time) on June 14, 2024 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, without notice.

Non-registered Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should carefully follow the instructions of their intermediary to ensure that their Shares are voted at the Meeting in accordance with such Shareholder’s instructions, to arrange for their Intermediary to complete the necessary transmittal documents and to ensure that they receive payment for their Shares if the Arrangement is completed. If you are a registered Shareholder, we also encourage you to complete, sign, date and return the enclosed letter of transmittal, which will help the Company arrange for the prompt payment for your Shares if the Arrangement is completed.

If you have any questions about the information contained in this Circular or require assistance in completing your form of proxy or voting instruction form, please contact Kingsdale Advisors, our strategic advisor by telephone at 1 (888) 327-0819 (toll-free in North America) or at (416) 623-4173 (outside of North America), or by email at contactus@kingsdaleadvisors.com. To keep current and obtain information about voting your Shares, please visit www.NuveiPOA.com. Questions on how to complete the letter of transmittal should be directed to the Company’s depositary, TSX Trust Company, at 1 (800) 387-0825 (toll-free in North America) or at (416) 682-3860 (outside of North America).

On behalf of the Board, we would like to take this opportunity to thank you for the support you have shown as Shareholders of the Company.

Yours very truly,

NUVEI CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Montréal, Québec, May 13, 2024

NOTICE IS HEREBY GIVEN that, in accordance with an interim order of the Superior Court of Québec dated May 13, 2024 (the “Interim Order”), a special meeting (the “Meeting”) of the holders (the “Shareholders”) of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and collectively with the Subordinate Voting Shares, the “Shares”) of Nuvei Corporation (“Nuvei” or the “Company”) will be held on June 18, 2024 at 10:00 a.m. (Eastern time) exclusively in virtual format at https://web.lumiagm.com/432819058, for the following purposes:

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement.

Shareholders are reminded to review the accompanying Circular carefully before voting because it has been prepared to help you make an informed decision.

Participating at the Meeting

The Company is holding the Meeting as a virtual-only meeting, which will be conducted via live webcast. All Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with management. Shareholders will not be able to attend the Meeting in person. The Company views the use of technology-enhanced shareholder communications as a method to facilitate individual investor participation, making the Meeting more accessible and engaging for all involved, by permitting a broader base of shareholders to participate in the Meeting. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/432819058 (meeting ID: 432-819-058). Non-registered Shareholders (being Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to participate, vote or ask questions at the Meeting but will be able to attend the Meeting as guests.

Shareholders who are participating in the Meeting must be connected to the internet throughout the entire Meeting in order to be able to vote. Participants must ensure that they have a good connection throughout the Meeting and set aside enough time to connect to the Meeting and follow the procedure described in this section.

You will require the most recent version of the browsers Chrome, Safari, Edge or Firefox. Make sure your browser is compatible by connecting in advance. PLEASE DO NOT USE INTERNET EXPLORER. Internal networks, firewalls, as well as VPNs (virtual private networks) may block the webcast or access to the virtual platform for the Meeting. If you experience issues, make sure your VPN is deactivated or that you are not using a computer connected to an enterprise network.

Appointment of Proxyholders

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form, including non-registered (beneficial) Shareholders who wish to appoint themselves as proxyholder, must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form.

Additionally, each Shareholder or its duly appointed proxyholder MUST complete the additional step of registering the proxyholder by either calling the Transfer Agent at 1-866-751-6315 (in 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. (Eastern time) on June 14, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened 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 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 attend the Meeting as guests.

The board of directors of the Company (the “Board” or the “Board of Directors”) has set the close of business on May 9, 2024 as the record date (the “Record Date”) for determining the Shareholders who are entitled to receive notice of, and to vote their Shares at, the Meeting. Only persons who are shown on the register of Shareholders at the close of business on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

As of the Record Date, there were 63,965,523 Subordinate Voting Shares and 76,064,619 Multiple Voting Shares issued and outstanding. The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Securities Laws in that they do not carry equal voting rights with the Multiple Voting Shares. With respect to the matters to be voted on at the Meeting, being the approval of the Arrangement Resolution, each Subordinate Voting Share entitles its holder to one (1) vote and each Multiple Voting Share entitles its holder to ten (10) votes. In aggregate, the voting rights associated with the Subordinate Voting Shares and the Multiple Voting Shares represented, respectively, as at the Record Date, 8% and 92% of the voting rights attached to all of the issued and outstanding Shares of the Company.

In order to become effective, the Arrangement must be approved by (i) at least 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101). The 124,986 Subordinate Voting Shares beneficially owned by Philip Fayer, representing approximately 0.20% of the Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded for purposes of such “minority approvals” required under MI 61-101. In the Interim Order, the Court declared that the vote set out in clause (v) of the first sentence of this paragraph is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

Accompanying this notice of meeting are the Circular, a proxy form and a letter of transmittal (for registered Shareholders) (the “Letter of Transmittal”). The accompanying Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this notice of meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Company before the Meeting or at the discretion of the Chair of the Meeting at the Meeting.

For a registered holder of Shares (other than a dissenting Shareholder and any holder of Rollover Shares) to receive the consideration of $34.00 in cash per Share (the “Consideration”) to which they are entitled upon the completion of the Arrangement, they must complete, sign and return the Letter of Transmittal together with their Share certificate(s) and/or Direct Registration System advice(s), as applicable, and any other required documents and instruments to the depositary named in the Letter of Transmittal, in accordance with the procedures set out therein.

Whether or not you are able to attend the Meeting, the Board and the management of the Company (the “Management”) urge you to participate in the Meeting and vote your Shares. If you cannot attend the Meeting online to vote your Shares, please vote in one of the following four ways:

To be valid, proxies must be received by the Transfer Agent by no later than 10:00 a.m. (Eastern time) on June 14, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting). The Company reserves the right to accept late proxies and to extend or waive the proxy cut off at its discretion, with or without notice, subject to the terms of the Arrangement Agreement.

If you are a beneficial (non-registered) Shareholder, please refer to the section in the Circular entitled “Information Concerning the Meeting and Voting—Non-Registered Shareholders” for information on how to vote your Shares. Beneficial (non-registered) Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or another intermediary (an “Intermediary”), should carefully follow the instructions of their Intermediary to ensure that their Shares are voted at the Meeting in accordance with such Shareholders’ instructions and, as applicable, to arrange for their Intermediary to complete the necessary transmittal documents and to ensure that they receive payment of the Consideration for their Shares if the Arrangement is completed.

Dissent Rights

Pursuant to the Interim Order, registered Shareholders of the Company have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of section 190 of the CBCA (the “Dissent Rights”), as modified by the Interim Order and the plan of arrangement pertaining to the Arrangement (the “Plan of Arrangement”). A registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to the Company a Dissent Notice (as defined below), which the Company must receive, c/o Lindsay Matthews, General Counsel and Corporate Secretary, at 1100 René-Lévesque Boulevard West, 9^th Floor, Montréal, Québec H3B 4N4, with a copy to:

by no later than 5:00 p.m. (Eastern time) on June 14, 2024 (or on the date that is two (2) Business Days prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) (the “Dissent Notice”), and must otherwise strictly comply with the dissent procedures described in this Circular. A registered Shareholder wishing to exercise Dissent Rights may exercise such rights with respect to all Shares registered in the name of such Shareholder only if such Shareholder exercised all the voting rights attached to those Shares against the Arrangement Resolution.

Anyone who is a beneficial owner of Shares registered in the name of an Intermediary and who wishes to exercise Dissent Rights should be aware that only registered Shareholders are entitled to exercise Dissent Rights. Some, but not all, of the Shares have been issued in the form of a global certificate registered in the name of CDS & Co. and, as such, CDS & Co. is the registered Shareholder of those Shares. Accordingly, a non-registered Shareholder who wishes to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such holder to be registered in the name of such holder through their Intermediary prior to the time the Dissent Notice is required to be received by the Company or, alternatively, make arrangements for the registered Shareholder of such Shares to exercise Dissent Rights on behalf of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise Dissent Rights.

The Dissent Rights are more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of section 190 of the CBCA are set forth in Appendix B, Appendix E and Appendix G, respectively, of the Circular. Failure to strictly comply with the requirements set forth in section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

Questions

If you are a Shareholder and have any questions regarding the information contained in this Circular or require assistance in completing your form of proxy or voting instruction form, please contact Kingsdale Advisors, our strategic advisor by telephone at 1 (888) 327-0819 (toll-free in North America) or at (416) 623-4173 (outside of North America), or by email at contactus@kingsdaleadvisors.com. To keep current with and obtain information about voting your Shares, please visit www.NuveiPOA.com. Questions on how to complete the letter of transmittal or your form of proxy or voting instruction form should be directed to Nuvei Corporation’s depositary, TSX Trust Company, at 1 (800) 387-0825 (toll-free in North America) or at (416) 682-3860 (outside of North America).

By order of the Board of Directors,

NUVEI CORPORATION

MANAGEMENT PROXY CIRCULAR

This management proxy circular (“Circular”) is provided in relation to the solicitation of proxies by the management of Nuvei Corporation (“we,” “us,” “Nuvei” and the “Company”) for use at the special meeting (the “Meeting”) of holders (the “Shareholders”) of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and collectively with the Subordinate Voting Shares, the “Shares”) of the Company to be held on June 18, 2024 at 10:00 a.m. (Eastern time) exclusively in a virtual format and at any adjournment or postponement thereof.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the “Glossary of Terms” starting on page 189 of this Circular. In this Circular, unless otherwise specified or the context otherwise indicates, reference to the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa.

Currency and Exchange Rates

Unless otherwise indicated, all amounts in this Circular are expressed in U.S. dollars. On May 9, 2024, the daily average exchange rates as reported by the Bank of Canada were: C$1.00 = $0.7304 and $1.00 = C$1.3692.

Cautionary Statements

Unless otherwise indicated, the information provided in this Circular is provided as of May 9, 2024.

We have not authorized any person to give any information or make any representation regarding the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely on it as being authorized or accurate.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. The delivery of this Circular will not, under any circumstances, create any implication or be treated as a representation that there has been no change in the information set out herein since the date of this Circular.

Your proxy is being solicited by Nuvei’s Management. Management requests that you sign and return the form of proxy or VIF so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, fax transmission or other electronic means of communication or in person by the directors, officers and employees of the Company. The cost of such solicitation will be borne by the Company. The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Company. The Company may also reimburse brokers and other persons holding Shares in their name, or in the name of nominees for their costs incurred in sending proxy materials to their principals to obtain their proxies.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

(i)

The information contained in this Circular concerning the Purchaser, Philip Fayer, Novacap, CDPQ and their respective associates and affiliates, including such information under the heading “Special Factors –Background to the Arrangement,” has been provided by the Purchaser, Philip Fayer, Novacap and CDPQ, respectively, for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser, Philip Fayer, Novacap or CDPQ is untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser, Philip Fayer, Novacap or CDPQ to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

All summaries of, and references to, the Plan of Arrangement and the Arrangement Agreement in this Circular are qualified in their entirety by the complete text of the Plan of Arrangement and the Arrangement Agreement. Shareholders should refer to the full text of each of the Plan of Arrangement and the Arrangement Agreement for complete details of such documents. The Plan of Arrangement is attached as Appendix B to this Circular, and a copy of the Arrangement Agreement is available under Nuvei’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. You are urged to read the full text of the Plan of Arrangement and the Arrangement Agreement carefully.

NO CANADIAN SECURITIES REGULATORY AUTHORITY NOR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

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, this Circular contains forward-looking statements and information regarding: the anticipated benefits of the Arrangement for the Company, the Purchaser and their respective shareholders; the reasons for the Purchaser Filing Parties in pursuing the Arrangement; the Shareholder and Court approvals; the required Key Regulatory Approvals, the likelihood of, and timing for, obtaining such approvals; and the anticipated timing of the completion of the Arrangement.

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,

(ii)

the failure of the parties to obtain the necessary Shareholder, Court and regulatory approvals or to otherwise satisfy the conditions to the completion of the Arrangement; 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 Arrangement; general economic conditions; and other risks and uncertainties identified under “Risk Factors” and “Information concerning Nuvei.” Failure to obtain the necessary Shareholder, Court and regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded company, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement 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, pursuant to the terms of the Arrangement Agreement, the Company may, in certain circumstances, be required to pay a fee to the Purchaser, the result of which could have an adverse effect on its financial position. Although the Company has 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 the Company or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. 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.

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.

This list is not exhaustive of the factors that may affect any of the forward-looking statements of Nuvei. The risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors.” Additional risks are further discussed in Nuvei’s Annual Information Form for the year ended December 31, 2023, and the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2023, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2024, which are incorporated by reference and have been filed under Nuvei’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of these documents can also be obtained, free of charge by any Shareholder, by directing a request to the Corporate Secretary of the Company by email at corporatesecretary@nuvei.com or by written request to 1100 René-Lévesque Boulevard West, 9th Floor, Montréal, Québec, Canada H3B 4N4.

Notice to Shareholders in the United States

The transactions contemplated herein constitute a “going private” transaction under Rule 13e-3 promulgated under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). In connection with these transactions, the Company and the Purchaser Filing Parties have filed with the U.S. Securities and Exchange Commission (the “SEC”) a transaction statement (the “Schedule 13E-3”) pursuant to Section 13(e) of the U.S. Exchange Act and Rule 13e-3 thereunder, which incorporates by reference this Circular. Copies of the Schedule 13E-3 are, and any other documents

(iii)

filed by the Company in connection with the Arrangement will be, available under Nuvei’s profile on EDGAR at www.sec.gov.

Shareholders are advised to read this Circular and the Schedule 13E-3 in their entirety, including the appendices and exhibits hereto or thereto, because they contain important information.

Nuvei Corporation is a corporation existing under the federal laws of Canada and is a “foreign private issuer” within the meaning of the rules promulgated under the U.S. Exchange Act. Section 14(a) of the U.S. Exchange Act and related proxy rules are not applicable to the Company nor to this solicitation and, therefore, this solicitation is not being effected in accordance with such laws. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with (1) Canadian corporate laws and Canadian Securities Laws, which differ from disclosure requirements in the United States, and (2) the requirements of Rule 13e-3 under the U.S. Exchange Act.

The unaudited interim financial statements and audited historical financial statements of Nuvei and other financial information included or incorporated by reference in this Circular for Nuvei have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and thus may differ from the U.S. generally accepted accounting principles. Shareholders that are United States taxpayers are advised to consult their independent tax advisors regarding the United States federal, state, local and foreign tax consequences to them by participating in the Arrangement.

The enforcement by investors of civil liabilities under United States federal and state securities laws may be affected adversely by the fact that Nuvei is organized under the laws of a jurisdiction other than the United States, that some (or all) of its respective officers and directors are residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of Nuvei and such directors, officers and experts may be located outside the United States. As a result, it may be difficult or impossible for Shareholders resident in the United States to effect service of process within the United States upon Nuvei and its respective officers and directors or the experts named herein, or to realize against them on judgments of courts of the United States. In addition, Shareholders resident in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under United States federal or state securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under United States federal or state securities laws.

The Company’s head office is located at 1100 René-Lévesque Boulevard West, 9^th Floor, Montréal, Québec H3B 4N4, telephone: (514) 313-1190.

(iv)

TABLE OF CONTENTS

(v)

(vi)

(vii)

(viii)

QUESTIONS AND ANSWERS ABOUT

THE MEETING AND THE ARRANGEMENT

Your vote is important. The following are key questions that you as a Shareholder may have regarding the Arrangement to be considered at the Meeting. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular, the attached Appendices, the form of Proxy and the Letter of Transmittal, all of which are important and should be reviewed carefully. You are urged to carefully read the remainder of this Circular in its entirety before making a decision related to your Shares. See the “Glossary of Terms” starting on page 189 of this Circular for the meaning assigned to capitalized terms used below and elsewhere in this Circular that are not otherwise defined in these questions and answers.

Q: Why did I receive this document?

A: This document is a management information circular that has been mailed in advance of the Meeting. This Circular describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Board. This Circular contains a detailed description of the Arrangement, including certain risk factors relating to the completion of the Arrangement. If you are a Shareholder, a form of Proxy or VIF, as applicable, accompanies this Circular.

On April 1, 2024, the Company and the Purchaser entered into the Arrangement Agreement, pursuant to which it was agreed, among other things, to implement the Arrangement in accordance with and subject to the terms and conditions contained therein and in the Plan of Arrangement. See “Arrangement Agreement” for a summary of the Arrangement Agreement. The full text of the Arrangement Agreement is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The full text of the Plan of Arrangement is attached as Appendix B to this Circular.

As a Shareholder as of the Record Date, you are entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Management is soliciting your proxy, or vote, and providing this Circular in connection with that solicitation.

If you are a holder of Options, RSUs, PSUs and/or DSUs, but are not a Shareholder as of the Record Date, you received this Circular to provide you with notice and information with respect to the treatment of Options, RSUs, PSUs and/or DSUs under the Arrangement. See “The Arrangement – Implementation of the Arrangement.” Only Shareholders as of the Record Date are entitled to vote their Shares at the Meeting and holders of only Options, RSUs, PSUs or DSUs, as the case may be, are not entitled to vote at the Meeting.

Questions Relating to the Arrangement

Q: What is the proposed Arrangement?

A: The purpose of the Arrangement is to effect the acquisition of the Company by the Purchaser by way of a statutory plan of arrangement under section 192 of the CBCA. Pursuant to the Arrangement, the Purchaser, a newly-formed entity controlled by Advent, proposes to acquire all of the issued and outstanding Shares, other than the Rollover Shares, for $34.00 in cash per Share, without interest. The Purchaser will acquire the Rollover Shares pursuant to the Rollover Agreements and the Plan of Arrangement. As a consequence of the Arrangement, the Purchaser will own all of the issued and outstanding Shares following completion of the Arrangement. See “The Arrangement.”

The price of $34.00 per Share in cash represents a significant and attractive premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports

1

regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price⁴ per Subordinate Voting Share as of such date.

Q: What is the background and reasons for the proposed Arrangement?

A: The Arrangement Agreement is the result of extensive negotiations between the Special Committee, the Purchaser and their respective advisors.

See “Special Factors – Background to the Arrangement” for a summary of certain relevant background information that informed the Special Committee’s deliberations as well as the principal events leading to the execution of the Arrangement Agreement and the public announcement of the Arrangement.

In determining that the Arrangement is in the best interests of the Company and fair to Shareholders (other than the Rollover Shareholders), the Special Committee, with the assistance of the Company’s Management and the Special Committee’s legal and financial advisors, carefully reviewed the Arrangement and the terms and conditions of the Arrangement Agreement and related agreements and documents and considered and relied upon a number of substantive factors, including those set out under “Special Factors – Position of the Special Committee as to Fairness.”

Q: Does the Special Committee support the Arrangement?

A: Yes. The Special Committee, after, among other things, receiving experienced, qualified and independent legal and financial advice in evaluating the Arrangement, including the Formal Valuation and the TD Securities Fairness Opinion, and careful consideration of various matters, unanimously determined that the Arrangement and the entering into of the Arrangement Agreement is in the best interests of the Company, that the Arrangement is fair to Shareholders (other than the Rollover Shareholders), which includes the unaffiliated security holders, and unanimously recommended that the Board approve the Arrangement and recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

See “Special Factors – Recommendation of the Special Committee.”

Q: Does the Board support the Arrangement?

A: Yes. The Board of Directors (with Philip Fayer, Pascal Tremblay and David Lewin, as interested directors, abstaining from voting), on the unanimous recommendation of the Special Committee and after, among other things, receiving experienced and qualified legal and financial advice in evaluating the Arrangement, including the Formal Valuation and the Fairness Opinions, and careful consideration of various matters, unanimously determined that the Arrangement and the entering into of the Arrangement Agreement is in the best interests of the Company, that the Arrangement is fair to Shareholders (other than the Rollover Shareholders) and unanimously recommended (with Philip Fayer, Pascal Tremblay and David Lewin, as interested directors, abstaining from voting) that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

See “Special Factors – Recommendation of the Board.”

Q: Who has agreed to support the Arrangement?

A: Each director and member of the Senior Management of Nuvei and each Rollover Shareholder has entered into a Support and Voting Agreement pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Arrangement Resolution and against any other resolution that is inconsistent with the Arrangement. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares (and who, as a result of their

2

holdings of Multiple Voting Shares, would effectively be able to veto any alternative transaction), have agreed to vote their Shares in favour of the transaction.

See “The Arrangement – Support and Voting Agreements.”

Q: What approvals are required by Shareholders at the Meeting?

A: The Arrangement Resolution must be approved by: (i) at least 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101). The 124,986 Subordinate Voting Shares beneficially owned by Philip Fayer, representing approximately 0.20% of the Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded for purposes of such “minority approvals” required under MI 61-101. In the Interim Order, the Court declared that the vote set out in clause (v) of the first sentence of this paragraph is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

See “The Arrangement – Required Shareholder Approval.”

Q: What other approvals are required for the Arrangement?

A: The Arrangement requires approval by the Court under Section 192 of the CBCA. Prior to the mailing of this Circular, the Company obtained an Interim Order from the Superior Court of Québec (Commercial Division) on May 13, 2024, providing for the calling and holding of the Meeting and other procedural matters. The Company will apply to the Court for a Final Order if the Shareholders approve the Arrangement at the Meeting. The Court will consider, among other things, the procedural and substantive fairness of the Arrangement. In addition, approvals from certain regulatory authorities in Canada and other jurisdictions are conditions to the completion of the Arrangement.

See “Certain Legal Matters – Court Approval and Completion of the Arrangement” and “Certain Legal Matters – Key Regulatory Approvals.”

Q: How will I know when all required approvals have been obtained?

A: If all the necessary approvals have been received and conditions to the completion of the Arrangement have been satisfied or waived, other than conditions that, by their terms, cannot be satisfied until the Effective Date, then Nuvei will issue a press release disclosing such fact.

Q: When will the Arrangement become effective?

A: It is currently anticipated that the Effective Date will occur in late 2024 or the first quarter of 2025, based on the assumption that the Required Shareholder Approval and Court approval are obtained and all other conditions to the Arrangement are satisfied or waived prior to such date. It is not possible, however, to state with certainty whether or when the Effective Date will occur. The Effective Date could be earlier than anticipated or delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. As provided under the Arrangement Agreement, the Company will

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file the Articles of Arrangement as soon as reasonably practicable and in any event within three (3) Business Days after the satisfaction or, where not prohibited, waiver of the conditions to the completion of the Arrangement. If the Arrangement is not completed on or prior to the Outside Date, the parties will be permitted to terminate the Arrangement Agreement.

See “The Arrangement – Implementation of the Arrangement and Timing.”

Q: If the Arrangement is approved by Shareholders at the Meeting, when will the Shares cease to be traded on the TSX and Nasdaq and cease public reporting?

A: The Company and the Purchaser have agreed to cooperate in taking, or causing to be taken, all actions necessary to enable the Shares to be delisted from the TSX and Nasdaq promptly, with effect as of the Effective Date or as promptly as practicable after the Effective Date. Following the Effective Date, it is expected that the Purchaser will cause the Company to apply to cease to be a reporting issuer under the securities legislation under which it is currently a reporting issuer (or equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Company is not required to prepare and file continuous disclosure documents.

Following the consummation of the Arrangement, the registration of the Subordinate Voting Shares under the U.S. Exchange Act will be terminated.

See “Certain Legal Matters – Securities Law Matters.”

Q: What will I receive for my Shares under the Arrangement?

A: If the Arrangement becomes effective, Shareholders (other than the Rollover Shareholders) will be entitled to receive consideration of $34.00 per Share in cash, representing a significant and attractive premium of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price⁵ per Subordinate Voting Share as of such date, valuing Nuvei at an enterprise value of approximately $6.3 billion. In addition, the Rollover Shares will be exchanged for the consideration payable to the respective Rollover Shareholder in accordance with the terms of their Rollover Agreement.

Q: If I am a registered Shareholder, how do I receive my Consideration under the Arrangement?

A: Accompanying this Circular is a form of proxy and Letter of Transmittal (for registered Shareholders). For a registered Shareholder to receive the Consideration of $34.00 in cash per Share to which it is entitled upon the completion of the Arrangement, such Shareholder must complete, sign and return the Letter of Transmittal together with the certificate(s) and/or DRS Advice(s) representing its Shares, as applicable, and any other required documents and instruments to the Depositary named in the Letter of Transmittal in accordance with the procedures set out therein.

Q: What will I receive for my Options, RSUs, PSUs or DSUs under the Arrangement?

A: In accordance with and subject to the Plan of Arrangement and notwithstanding anything contrary in the Incentive Plans or any applicable grant letter, employment agreement or any resolution or determination of the Board (or any committee thereof) (except as described in subsection (h) below), the Incentive Securities below shall be treated as follows:

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See “The Arrangement – Implementation of the Arrangement.”

Q: How will I receive the cash payment, if any, I am entitled to as a holder of vested Options, RSUs, PSUs or DSUs?

A: As soon as practicable after the Effective Time, the Purchaser shall cause the Company, or the relevant Subsidiary of the Company, to deliver to each former holder of Options, vested RSUs, vested PSUs and DSUs (whether vested or unvested) the cash payment, if any, net of applicable withholdings, that such holder is entitled to receive under the Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of the Company, or the relevant Subsidiary of the Company or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company, or the relevant

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Subsidiary of the Company, is not practicable for any such holder, by cheque (delivered to the address of such holder, as reflected on the register maintained by or on behalf of the Company in respect of the Options, RSUs, PSUs and DSUs) or such other means as the Company may elect. Notwithstanding that amounts under the Plan of Arrangement are calculated in U.S. dollars, the Company is entitled to make the payments in the applicable currency in respect of which the Company customarily makes payment to such holder by using the applicable Bank of Canada daily exchange rate(s) in effect on the date that is ten (10) Business Days immediately preceding the Effective Date.

See “The Arrangement – Payment of Consideration.”

Q: What happens if I do not surrender the certificates representing my Shares in order to receive the Consideration under the Arrangement?

A: In accordance with the Plan of Arrangement, each certificate that immediately prior to the Effective Time represented outstanding Shares shall be deemed, immediately after the Effective Time, to represent only the right to receive the consideration to which the holder of such Share is entitled to in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate formerly representing Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Time shall cease to represent a claim by or interest of any holder of Shares of any kind or nature against or in the Company or the Purchaser. On such date, all consideration to which such former holder of Shares was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and shall be paid over by the Depositary to or as directed by the Purchaser. See “The Arrangement – Procedure for Exchange of Share Certificates by Shareholders.”

Q: What will happen to the Company if the Arrangement is completed?

A: If the Arrangement becomes effective, former Shareholders (except for the Rollover Shareholders and for any Dissenting Shareholders) will be entitled to receive the Consideration in exchange for their Shares, the Rollover Shareholders will be entitled to the applicable Rollover Consideration, and the only Shareholder of the Company will be the Purchaser, and the Company will become a privately held corporation and there will be no public market for its Shares.

Q: What will happen if the Arrangement Resolution is not passed or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not passed or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. If this occurs, the Company will continue as a publicly traded company and continue to pursue its business plan on a stand-alone basis. Note that failure to complete the Arrangement could have an adverse effect on the trading price of the Subordinate Voting Shares or on the Company’s operations, financial condition or prospects.

See “Risk Factors – Risks Related to the Arrangement.”

In certain circumstances where the Arrangement Agreement is terminated, the Company will be required to pay the Purchaser the Termination Fee. In certain other circumstances where the Arrangement Agreement is terminated, the Purchaser will be required to pay the Company the Reverse Termination Fee.

See “Arrangement Agreement – Termination Fees.”

If the Arrangement is not completed and the Board decides to seek an alternative transaction, there can be no assurance that the Rollover Shareholders would be willing to accept or support an alternative transaction.

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Q: Are there risks associated with the Arrangement?

A: In evaluating the Arrangement, Shareholders should consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Required Shareholder Approval must be obtained for the Arrangement to be implemented; (ii) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect or if holders of more than 10% of the outstanding Subordinate Voting Shares exercise Dissent Rights; and (iii) there can be no certainty that all other conditions precedent to the Arrangement will be satisfied or waived. Any failure to complete the Arrangement could materially and negatively impact the trading price of the Subordinate Voting Shares. You should carefully consider the risk factors described in the section “Risk Factors” in evaluating the approval of the Arrangement Resolution. Readers are cautioned that such risk factors are not exhaustive.

Questions Relating to the Special Meeting of Shareholders

Q: Where and when will the Meeting be held?

A: The Meeting will be held on June 18, 2024, at 10:00 a.m. (Eastern time). The Meeting will be held in virtual format via live audio webcast. Registered Shareholders and duly appointed proxyholders will be able to participate and vote at the Meeting online regardless of their geographic location at https://web.lumiagm.com/432819058 (meeting ID: 432-819-058) provided they are connected to the internet and follow the instructions contained herein.

See “Information Concerning the Meeting and Voting – Date, Time and Place of Meeting.”

Q: Am I entitled to vote?

A: You are entitled to vote if you were a Shareholder as of the close of business on the Record Date, being May 9, 2024. With respect to the matters to be voted on at the Meeting, being the approval of the Arrangement Resolution, each Subordinate Voting Share entitles its holder to one (1) vote and each Multiple Voting Share entitles its holder to ten (10) votes.

Q: What are Shareholders being asked to vote on at the Meeting?

A: At the Meeting, pursuant to the Interim Order, the Shareholders will be asked to consider and, if thought advisable, pass the Arrangement Resolution. The Arrangement provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Shares (other than the Rollover Shares) by way of a court-approved statutory plan of arrangement under section 192 of the CBCA. Pursuant to the Arrangement Agreement and the Plan of Arrangement, if the Arrangement becomes effective, each Shareholder (except for the Rollover Shareholders) will be entitled to receive $34.00 in cash per Share. Pursuant to the Rollover Agreements and the Plan of Arrangement, the Rollover Shares will be exchanged for the applicable Rollover Consideration.

Q: What constitutes quorum for the Meeting?

A: The Company’s by-laws provide that the quorum for the transaction of business at the Meeting is two or more holders of Shares carrying, in the aggregate, at least 25% of the outstanding Shares entitled to be voted at the Meeting, whether virtually present or represented by proxy.

Q: How many Shares are entitled to be voted?

A: As of the Record Date of May 9, 2024, there were 63,965,523 Subordinate Voting Shares and 76,064,619 Multiple Voting Shares issued and outstanding. With respect to the matters to be voted on at the Meeting,

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being the approval of the Arrangement Resolution, each Subordinate Voting Share entitles its holder to one (1) vote and each Multiple Voting Share entitles its holder to ten (10) votes.

Q: What if I acquire ownership of Shares after the Record Date?

A: You will not be entitled to vote Shares acquired after the Record Date on the Arrangement Resolution. Only persons owning Shares as of the Record Date are entitled to vote their Shares on the Arrangement Resolution. In addition, pursuant to the Interim Order, only registered and beneficial Shareholders as at the Record Date who are registered Shareholders prior to the deadline for exercising dissent rights (other than holders of Shares who voted or instructed a proxyholder to vote Shares in favour of the Arrangement Resolution) have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares by the Purchaser in accordance with the provisions of Section 190 of the CBCA, as modified by the Interim Order and/or the Plan of Arrangement.

Q: What do I need to do now in order to vote on the Arrangement Resolution?

A: Registered Shareholders can vote by internet, by phone, by mail, or virtually at the Meeting. It is recommended that you vote by internet to ensure that your vote is received before the Meeting. To cast your vote by internet, please have your form of proxy on hand and carefully follow the instructions contained therein. Your internet vote authorizes the named proxies to vote your Shares in the same manner as if you mark, sign and return your form of proxy. You may also vote by mail by completing, dating and signing the enclosed form of proxy and return it in the envelope provided for that purpose. To be valid, proxies must be received by TSX Trust Company, at P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1, Attention: Proxy Department, by no later than 10:00 a.m. (Eastern time) on June 14, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting). Late proxies may be accepted or rejected by the chair of the Meeting at his or her discretion, subject to the terms of the Arrangement Agreement, and the chair of the Meeting is under no obligation to accept or reject any particular late proxy.

Q: If my Shares are held by my broker, investment dealer or other Intermediary, will they vote my Shares for me?

A: No. Non-registered Shareholders who receive these materials through their broker or other Intermediary should complete and send the form of proxy or VIF in accordance with the instructions provided by their broker or Intermediary.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by Nuvei’s Management. Management requests that you sign and return the form of proxy or VIF so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, fax transmission or other electronic means of communication or in person by the directors, officers and employees of the Company. The cost of such solicitation will be borne by the Company. The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Company. The Company further agreed to indemnify Kingsdale Advisors against any and all claims, costs, damages, liabilities, judgements or expenses incurred by Kingsdale Advisors, except where same results from Kingsdale Advisors’ negligence or intentional misconduct. The Company may also reimburse brokers and other persons holding Shares in their name, or in the name of nominees for their costs incurred in sending proxy materials to their principals to obtain their proxies.

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Q: Can I appoint someone other than those named in the enclosed proxy forms to vote my Shares?

A: Yes. You have the right to appoint a person other than the Company’s nominees identified in the form of proxy or VIF. Non-registered Shareholders who wish to appoint themselves as proxyholder must carefully follow the instructions in the Circular and on their form of proxy or VIF.

Additionally, a Shareholder or its duly appointed proxyholder MUST complete the additional step of registering the proxyholder by either calling the Transfer Agent at 1-866-751-6315 (in North America) or 416-682-3860 (outside of North America) or completing the electronic form available at https://www.tsxtrust.com/control-number-request by no later than 10:00 a.m. (Eastern time) on June 14, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened 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 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 participate, vote or ask questions at the Meeting but will be able to attend the Meeting as guests. Without a control number, proxyholders will not be able to attend, participate, vote or ask questions at the Meeting.

See “Information Concerning the Meeting and Voting – Voting by Proxy – Appointment of Proxyholders.”

Q: What if my Shares are registered in more than one name or in the name of a company?

A: If your Shares are registered in more than one name, all registered persons must sign the form of proxy. If your Shares are registered in a company’s name or any name other than your own, you may be required to provide documents proving your authorization to sign the form of proxy for that company or name. For any questions about the proper supporting documents, contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1 (888) 327-0819 (toll-free in North America) or at (416) 623-4173 (outside of North America), or by email at contactus@kingsdaleadvisors.com. To keep current with and obtain information about voting your Shares, please visit www.NuveiPOA.com.

Q: When will I receive the Consideration payable to me under the Arrangement for my Shares?

A: If the Arrangement becomes effective and your Letter of Transmittal and Share certificate(s) or DRS Advice(s), if applicable, and all other required documents are properly completed and received by the Depositary, you will receive the Consideration due to you under the Arrangement as soon as practicable after the Arrangement becomes effective. The Arrangement is currently scheduled to be completed in late 2024 or the first quarter of 2025, based on the assumption that the Required Shareholder Approval and Court approval are obtained and all other conditions to the Arrangement are satisfied or waived prior to such date.

Q: What happens if I send in my Share certificate(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

A: If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, your Share certificate(s) or DRS Advice(s) will be returned promptly to you by the Depositary.

Q: Can I revoke my vote after I have voted by proxy?

A: Yes. If you are a registered Shareholder, you may revoke your proxy at any time before it is acted upon in any manner permitted by law, including by stating clearly, in writing, that you wish to revoke your proxy and by delivering this written statement to the Transfer Agent, no later than the last Business Day before the day of the Meeting. If as a registered Shareholder you are using your control number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted

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proxies and will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you will not be able to participate at the Meeting online. If you are a non-registered Shareholder and wish to revoke previously provided voting instructions, you should follow carefully the instructions provided by your Intermediary. See “Information Concerning the Meeting and Voting – Voting by Proxy – Revocation of Proxy.”

Q: Are the shareholders of the Purchaser required to approve the Arrangement?

A: No.

Q: Who is responsible for counting and tabulating the votes by proxy?

A: Votes by proxy are counted and tabulated by TSX Trust Company, Nuvei’s transfer agent.

Q: What are the Canadian federal income tax consequences of the Arrangement for Canadian Shareholders?

A: Subject to the discussion under the heading “Certain Canadian Federal Income Tax Considerations,” a Shareholder (other than a Rollover Shareholder) who is, or is deemed to be, resident in Canada, holds their Subordinate Voting Shares as “capital property” for purposes of the Tax Act, and who sells such Subordinate Voting Shares to the Purchaser pursuant to the Arrangement will realize a capital gain (or a capital loss) to the extent that such Shareholder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate adjusted cost base to such Shareholder of his, her or its Subordinate Voting Shares. The foregoing description is only a brief summary of certain Canadian federal income tax consequences of the Arrangement and is qualified in its entirety by the more detailed discussion under “Certain Canadian Federal Income Tax Considerations,” below which contains a summary of certain Canadian federal income tax considerations of the Arrangement generally applicable to a Resident Holder (including a Dissenting Resident Holder) or a Non-Resident Holder (including a Dissenting Non-Resident Holder). Neither this description nor the more detailed discussion is intended to be legal advice to any particular Shareholder. Accordingly, Shareholders should consult their tax advisor with respect to their particular circumstances.

Q: What are the United States federal income tax consequences of the Arrangement for U.S. Shareholders?

A: Subject to the discussion in the section under the heading “Certain United States Federal Income Tax Considerations” and assuming the Company is not and has not been a PFIC (as defined in such section), a U.S. Holder (as defined in such section) who holds Subordinate Voting Shares as capital assets and who sells such Subordinate Voting Shares pursuant to the Arrangement and receives the Consideration generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the amount received and the U.S. Shareholder’s adjusted tax basis in the Subordinate Voting Shares. The foregoing description of the U.S. federal income tax consequences of the Arrangement is qualified in its entirety by the more detailed discussion under “Certain United States Federal Income Tax Considerations” below, and neither this description nor the more detailed discussion is intended to be legal or tax advice to any particular Shareholder. Accordingly, U.S. Shareholders should consult their tax advisors with respect to their particular circumstances.

Q: Are Shareholders entitled to Dissent Rights?

A: Pursuant to the Interim Order, registered and beneficial Shareholders as at the Record Date who are registered Shareholders prior to the deadline for exercising Dissent Rights (other than holders of Shares who voted or instructed a proxyholder to vote Shares in favour of the Arrangement Resolution) have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares by the Purchaser in accordance with the provisions of Section 190 of the CBCA, as modified by the Interim Order and/or the Plan of Arrangement. A registered Shareholder

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wishing to exercise Dissent Rights may exercise such rights with respect to all Shares registered in his, her or its, as the case may be, name only if such holder of Shares exercised all the voting rights attached to those Shares against the Arrangement Resolution.

A registered Shareholder’s failure to follow exactly the procedures set forth in the Plan of Arrangement and the Interim Order will result in the loss of such Shareholder’s Dissent Rights. If you are a Shareholder and wish to dissent, you should obtain your own legal advice and carefully read the Plan of Arrangement, the Interim Order and the text of Section 190 of the CBCA, which are set forth in Appendix B, Appendix E and Appendix G, respectively, of this Circular.

See “Dissenting Shareholders’ Rights.”

Q: Who can help answer my questions?

A: If you are a Shareholder and have any question regarding the information contained in this Circular or require assistance in completing your form of proxy, VIF or the Letter of Transmittal, please contact Kingsdale Advisors, the Company’s strategic advisor, at 1 (888) 327-0819 (toll-free in North America) or at (416) 623-4173 (outside of North America), or by email at contactus@kingsdaleadvisors.com. To keep current with and obtain information about voting your Shares, please visit www.NuveiPOA.com.

Q: What to do if a Shareholder is having technical difficulties accessing the Meeting?

A: If Shareholders (or their proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at: support-ca@lumiglobal.com.

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SUMMARY

The following is a summary of certain information contained in this Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular and the attached Appendices, all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the “Glossary of Terms” starting on page 189 of this Circular. Shareholders are urged to read this Circular and its Appendices carefully and in their entirety.

The Meeting

The Meeting will be held on June 18, 2024 at 10:00 a.m. (Eastern time) exclusively in virtual format at https://web.lumiagm.com/432819058. See “Information concerning the Meeting and Voting – Date, Time and Place of Meeting.”

Record Date

The Shareholders entitled to vote at the Meeting are those holders of Shares as of the close of business onMay 9, 2024. See “Information Concerning The Meeting And Voting.”

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to consider and, if deemed advisable, approve the Arrangement Resolution, the full text of which is set forth at Appendix A.

To be effective, the Arrangement Resolution must be approved by (i) at least 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101). The 124,986 Subordinate Voting Shares beneficially owned by Philip Fayer, representing approximately 0.20% of the Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded for purposes of such “minority approvals” required under MI 61-101. In the Interim Order, the Court declared that the vote set out in clause (v) of the first sentence of this paragraph is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

Shareholders may also be asked to consider other business that properly comes before the Meeting or any adjournment(s) or postponement(s) thereof.

Summary of the Arrangement

The Arrangement Agreement provides for, among other things, the acquisition by the Purchaser, directly or indirectly, of all of the issued and outstanding Shares (other than the Rollover Shares) by way of a plan of arrangement under Section 192 of the CBCA. Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder (other than the Rollover Shareholders) will be entitled to receive from the

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Purchaser $34.00 in cash for each Share held in the share capital of the Company. The Rollover Shares, representing all of the issued and outstanding Multiple Voting Shares and 124,986 Subordinate Voting Shares, all held by the Rollover Shareholders, will be sold to the Purchaser in exchange for the applicable Rollover Consideration, which is comprised of a combination of cash consideration based on the Consideration and shares in the capital of the Purchaser or an affiliate thereof, the whole in accordance with the terms of the Rollover Agreements. Following completion of the Arrangement, Philip Fayer, Novacap and CDPQ are expected to hold or exercise control or direction over, directly or indirectly, approximately 24%, 18% and 12%, respectively, of the common equity of the resulting private company. A copy of the Plan of Arrangement is attached to this Circular as Appendix B. See “The Arrangement.”

Parties to the Arrangement

Nuvei Corporation

Nuvei was incorporated under the CBCA on September 1, 2017, under the name “10390461 Canada Inc.” The Company subsequently changed its name to “Pivotal Development Corporation Inc.” on September 21, 2017 and to “Nuvei Corporation” on November 27, 2018. Its head office is located at 1100 René-Lévesque Boulevard West, 9^th Floor, Montréal, Québec H3B 4N4.

Nuvei is a Canadian fintech company accelerating the business of its customers around the world. Its modular, flexible and scalable technology allows leading companies to accept next-generation payments, offer extensive payout options and benefit from card issuing, banking, and risk and fraud management services. Nuvei believes it is differentiated by its proprietary technology platform, which is purpose-built for high-growth eCommerce, integrated payments and business to business. Nuvei’s platform enables customers to pay and/or accept payments worldwide regardless of their customers’ location, device or preferred payment method. Nuvei’s solutions span the entire payments stack and include a fully integrated payments engine with global processing capabilities, a turnkey solution for frictionless payment experiences and a broad suite of data-driven business intelligence tools and risk management services. Connecting businesses to their customers in more than 200 markets worldwide, with local acquiring in 50 of those markets, 150 currencies and 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration – propelling them further, faster.

See “Information Concerning Nuvei.”

The Purchaser Filing Parties

The Purchaser was incorporated under the CBCA on March 25, 2024. Its registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9, Canada. The Purchaser has been incorporated for the purpose of completing the Arrangement and, as of the date hereof, the Advent Funds own indirectly all of the outstanding securities of the Purchaser. After the closing of the transactions contemplated by the Arrangement, the securities of the Purchaser will be held directly or indirectly by affiliates of the Advent Funds and the Rollover Shareholders. The Purchaser has not engaged in any business other than in connection with the Arrangement and related transactions. The principal business of the Purchaser is that of a holding company.

Founded in 1984, Advent is one of the largest and most experienced global private equity investors. The firm has invested in over 415 private equity investments across more than 40 countries and regions, and as of September 30, 2023, had $91 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 295 private equity investment professionals across North America, Europe, Latin America, and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer, and leisure; and technology. For 40 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

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Philip Fayer is the Founder, Chair and Chief Executive Officer of the Company and is a citizen of Canada. The business address of Philip Fayer is 510-345 Victoria Avenue, Westmount, Québec, H3Z 2N1, Canada.

WPF was incorporated under the CBCA on March 13, 2019. Philip Fayer controls WPF and is the sole director and officer of WPF. Its registered office is located at 510-345 Victoria Avenue, Westmount, Québec, H3Z 2N1, Canada. The principal business of WPF is that of a holding company.

Founded in 1981, Novacap is a leading North American private equity investor and one of Canada’s most experienced private equity firms. Novacap, with over C$8 billion of assets under management, has invested in more than 100 platform companies, which have completed more than 150 add-on acquisitions. Applying a sector-focused approach since 2007, Novacap’s dedicated funds and investment teams in TMT, Industries, Financial Services, and Digital Infrastructure focus on lower middle market companies seeking a value-added partner. With more than 65 investment professionals, supported by more than 45 operations, capital markets, transaction, and other corporate service professionals, Novacap provides the domain expertise to help companies identify and address operating challenges while accelerating their growth. Novacap is headquartered in Montréal, with offices in Toronto and New York.

CDPQ is a long-term institutional investor headquartered in Québec City with its principal place of business in Montréal, Québec. Founded in 1965 and governed by the Act respecting the Caisse de dépôt et placement du Québec, CDPQ manages funds primarily for public and parapublic pension and insurance plans. CDPQ invests these funds globally and across different asset classes namely, equity markets, private equity, infrastructure, real estate and fixed income. As at December 31, 2023, CDPQ’s net assets totaled C$434 billion.

See “Information Concerning the Purchaser Filing Parties.”

Arrangement Agreement

On April 1, 2024, the Company and the Purchaser entered into the Arrangement Agreement, pursuant to which it was agreed, among other things, to implement the Arrangement in accordance with and subject to the terms and conditions contained therein and in the Plan of Arrangement. See “Arrangement Agreement.”

Background to the Arrangement

See “Special Factors – Background to the Arrangement” for a summary of the main events that led to the execution of the Arrangement Agreement and certain meetings, negotiations, discussions and actions of the parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendation of the Special Committee

Having undertaken a thorough review of, and carefully considered, information concerning the Arrangement, the Formal Valuation and the TD Securities Fairness Opinion, and after consulting with experienced, qualified and independent financial and legal advisors, the Special Committee unanimously determined that the Arrangement and the entering into of the Arrangement Agreement is in the best interests of the Company, that the Arrangement is fair to Shareholders (other than the Rollover Shareholders), and unanimously recommended that the Board approve the Arrangement and recommend that the Shareholders vote IN FAVOUR of the Arrangement Resolution. See “Special Factors – Recommendation of the Special Committee.”

Recommendation of the Board

After careful consideration, and taking into account the unanimous recommendation of the Special Committee, the Formal Valuation and the Fairness Opinions, consultation with its experienced and qualified

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financial and legal advisors, and such matters as it considered relevant, the Board (with Philip Fayer, Pascal Tremblay and David Lewin, as interested directors, abstaining from voting) has unanimously determined that the Arrangement and the entering into of the Arrangement Agreement is in the best interests of the Company, that the Arrangement is fair to Shareholders (other than the Rollover Shareholders) and unanimously recommended (with Philip Fayer, Pascal Tremblay and David Lewin, as interested directors, abstaining from voting) that the Shareholders vote IN FAVOUR of the Arrangement Resolution. See “Special Factors – Recommendation of the Board.”

Reasons for the Recommendations

The Special Committee, comprised of Timothy A. Dent, Daniela Mielke and Coretha Rushing, all of whom are independent directors, and the Board, with the assistance of their respective financial and legal advisors, carefully reviewed the proposed Arrangement and the terms and conditions of the Arrangement Agreement and all related agreements and documents.

In making their respective determinations and recommendations, the Special Committee and the Board carefully reviewed, considered and relied upon a number of substantive factors, including the following:

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17

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Furthermore, the Special Committee believes that the Arrangement is procedurally fair to Shareholders (other than the Rollover Shareholders), including the unaffiliated security holders for the following reasons:

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The Special Committee also considered a number of risks and potential adverse factors relating to the Arrangement, including the following:

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The foregoing summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive of the factors considered by the Special Committee and the Board in reaching their respective conclusions and making their recommendations, but includes the material information, factors and analysis considered by the Special Committee and the Board in reaching such conclusions and making such recommendations. However, the Special Committee did not base its assessment of the Consideration on the liquidation value or the net book value of the Company in its evaluation of the Arrangement because of its belief that neither liquidation value nor net book value represent a meaningful valuation of the Company and its business. Because of the Special Committee’s view that the Company’s value is derived from its ongoing operations, the Special Committee based its assessment of the Consideration on the value of the business as a going concern rather than from the value of assets that

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might be realized in a liquidation or from net book value which is significantly influenced by historical costs. The Special Committee, while taking into account the current and historical trading prices of the Subordinate Voting Shares, did not consider purchase prices previously paid for Subordinate Voting Shares in specific transactions in the past two years because, to the knowledge of the Special Committee, no such purchase of Subordinate Voting Shares was made by the Rollover Shareholders or their respective affiliates during such period (other than by the Company pursuant to its normal course issuer bid programs and other than acquisitions upon the exercise of outstanding options) and purchases of Subordinate Voting Shares in specific transactions by persons other than the Rollover Shareholders or their respective affiliates were not deemed relevant by the Special Committee in its analysis of the fairness of the Arrangement. In addition, the Special Committee was not aware of any firm offer by any unaffiliated person in the past two years for a merger, consolidation or purchase of a substantial part of the Company’s assets or securities other than the proposals provided by Advent, Advent/Co-Investor and Bidder B.

The members of the Special Committee and the members of the Board (with the interested directors abstaining from voting) evaluated the various factors summarized above in light of their own knowledge of the business of Nuvei and the industry in which Nuvei operates and of the Company’s financial condition and prospects and were assisted in this regard by Management and the Special Committee’s and the Board’s respective legal and financial advisors. In view of the numerous factors considered in connection with its evaluation of the Arrangement, the Special Committee and the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weight to specific factors in reaching its decision. In addition, individual members of the Special Committee and individual members of the Board may have given different weights to different factors. The respective conclusions and unanimous recommendation of the Special Committee and the Board (with the interested directors abstaining from voting) were made after considering all of the information and factors involved. See “Special Factors – Position of the Special Committee as to Fairness,” “Special Factors – Position of the Board as to Fairness,” “Special Factors – Formal Valuation and TD Securities Fairness Opinion,” and “Special Factors – Barclays Fairness Opinion.”

The Purchaser Filing Parties’ Purpose and Reasons for the Arrangement

Under the SEC rules governing so-called “going private” transactions, the Purchaser, Philip Fayer (directly and indirectly through WPF), Novacap and CDPQ may be deemed to be affiliates of the Company, and, therefore, required to express their reasons for entering into the Arrangement to the “unaffiliated security holders,” as defined in Rule 13e-3 under the U.S. Exchange Act. The Purchaser Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the U.S. Exchange Act. None of the Purchaser Filing Parties (in the case of Philip Fayer, in his capacity as a Shareholder) believes that it has or has had any fiduciary duty to the Company or its Shareholders, including with respect to the Arrangement. The views of the Purchaser Filing Parties as to the purpose of and reasons for the Arrangement are not intended to be and should not be construed as a recommendation as to how any Shareholder should vote on the Arrangement Resolution.

For the Purchaser Filing Parties, the purpose of the Arrangement is to enable the Purchaser to acquire 100% of the Company in a transaction in which the Subordinate Voting Shares and Multiple Voting Shares will be transferred to the Purchaser in consideration for a combination of cash based on $34.00 per Share and shares in the capital of the Purchaser or an affiliate thereof, such that the Purchaser Filing Parties, as the only direct or indirect shareholders of the Purchaser, will bear the risks and rewards of sole ownership of the Company, including any increases or decreases in the value of the Company after the Arrangement as a result of acquisitions of other businesses or improvements or deterioration in the Company’s operations.

The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate

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Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price⁷ per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion, and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not actively consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.

See “Special Factors – The Purchaser Filing Parties’ Purpose and Reasons for the Arrangement.”

Position of the Purchaser Filing Parties as to the Fairness of the Arrangement

Under SEC rules governing “going private” transactions, the Purchaser Filing Parties are required to provide certain information regarding their position as to the substantive and procedural fairness of the Arrangement to the “unaffiliated security holders,” as defined in Rule 13e-3 under the U.S. Exchange Act. The Purchaser Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the U.S. Exchange Act. The views of the Purchaser Filing Parties as to the fairness of the Arrangement are not intended to be and should not be construed as a recommendation to how any Shareholder should vote on the Arrangement Resolution.

The Purchaser Filing Parties have interests in the Arrangement that are different from, and/or in addition to, those of the other holders of Shares by virtue of their interests in the Company after the completion of the Arrangement. The Purchaser attempted to negotiate the terms of a transaction that would be most favourable to it and, accordingly, did not negotiate the Arrangement Agreement with the goal of obtaining terms that were fair to the unaffiliated security holders. The Purchaser Filing Parties did not undertake a formal evaluation of the fairness of the Arrangement to the unaffiliated security holders, nor did they request that the financial advisor engaged by the Purchaser perform any valuation analysis for the purposes of assessing the fairness of the Arrangement to the unaffiliated security holders.

The Purchaser Filings Parties did not participate in the Special Committee’s deliberations regarding the fairness of the Arrangement nor did the Purchaser Filing Parties have access to financial information prepared by the Special Committee’s independent financial advisor and valuator. The directors affiliated with the Rollover Shareholders abstained from voting on any resolution of the Board relating to the Arrangement. The Purchaser Filing Parties believe, however, that the Arrangement, including the Consideration, is substantively and procedurally fair to the unaffiliated security holders. The Purchaser Filing Parties base their belief as to the reasonableness and fairness of the Arrangement on their knowledge and analysis of available information regarding the Company, discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee discussed under “Special Factors — Position of the Special Committee as to Fairness” beginning on page 49 of this Circular, and the factors and the risks and other countervailing factors related to the Arrangement Agreement and the Arrangement discussed under “Special Factors – Position of the Purchaser Filing Parties as to the Fairness of the Arrangement” beginning on page 59 of this Circular.

The discussion of the information and factors considered and given weight by the Purchaser Filing Parties included in this Circular is not intended to be exhaustive but is believed by the Purchaser Filing Parties to include all material factors considered by them in connection with the reasonableness and fairness of the Arrangement to the Shareholders (other than the Rollover Shareholders). The Purchaser Filing Parties did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to reasonableness and fairness. The Purchaser Filing Parties believe that the

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foregoing factors provide a reasonable basis for their belief that the terms of the Arrangement are fair to Shareholders (other than the Rollover Shareholders).

See “Special Factors – Position of the Purchaser Filing Parties as to the Fairness of the Arrangement.”

Required Shareholder Approval

At the Meeting, pursuant to the Interim Order, the Shareholders will be asked to vote to approve the Arrangement Resolution. The approval of the Arrangement Resolution will require the affirmative vote of: (i) at least 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting; (iii) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting; (iv) not less than a simple majority of the votes cast by holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting (excluding the Subordinate Voting Shares held by the Rollover Shareholders and the persons required to be excluded pursuant to MI 61-101); and (v) not less than a simple majority of the votes cast by holders of Multiple Voting Shares virtually present or represented by proxy at the Meeting (excluding the Multiple Voting Shares held by the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101). In the Interim Order, the Court declared that the vote set out in clause (v) of the second sentence of this paragraph is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

Each director and member of Senior Management of Nuvei and each Rollover Shareholder has entered into a Support and Voting Agreement pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Arrangement Resolution. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares (and who, as a result of their holdings of Multiple Voting Shares, would effectively be able to veto any alternative transaction), have agreed to vote their Shares in favour of the Arrangement Resolution. The 124,986 Subordinate Voting Shares held, directly or indirectly, by Philip Fayer, the founder, Chair and Chief Executive Officer of the Company, representing in the aggregate approximately 0.20% of the outstanding Subordinate Voting Shares, and all of the Multiple Voting Shares, will be excluded from the “minority approval” required under MI 61-101. As a result, the approval of the Arrangement Resolution by 66²⁄₃% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting together as a single class, is assured, given the Rollover Shareholders collectively hold directly or indirectly approximately 92% of the voting rights attached to all of the issued and outstanding Shares, and that each Rollover Shareholder has also agreed to vote all of their respective Shares in favour of the Arrangement Resolution, subject to the terms of the Rollover Shareholder Support and Voting Agreements. See “The Arrangement – Support and Voting Agreements.” Nonetheless, the Arrangement Resolution must also be approved by at least a simple majority of the votes cast by the holders of Subordinate Voting Shares virtually present or represented by proxy at the Meeting, voting separately as a class (excluding in each case the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101).

Formal Valuation and TD Securities Fairness Opinion

In determining that the Arrangement is in the best interests of the Company and fair to Shareholders (other than the Rollover Shareholders), the Special Committee and the Board considered, among other things, the Formal Valuation and the TD Securities Fairness Opinion of TD Securities Inc.

In accordance with the requirements of MI 61-101, TD Securities orally delivered (which is customary) to the Special Committee the Formal Valuation, subsequently confirmed in writing, to the effect that, as of April 1, 2024, and based

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upon and subject to the assumptions, qualifications and limitations communicated to the Special Committee by TD Securities and set forth in TD Securities’ written Formal Valuation, the fair market value of the Shares was in the range of $33.00 to $42.00 per Share.

TD Securities also orally delivered (which is customary) to the Special Committee the TD Securities Fairness Opinion, subsequently confirmed in writing, to the effect that, as of April 1, 2024, and subject to the assumptions, qualifications and limitations communicated to the Special Committee by TD Securities and set forth in TD Securities’ written fairness opinion, the Consideration to be received by the Shareholders (other than the Rollover Shareholders and any other Shareholders required to be excluded from the minority approval pursuant to MI 61-101) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. See “Special Factors – Formal Valuation And TD Securities Fairness Opinion.”

Barclays Fairness Opinion

In determining that the Arrangement is in the best interests of the Company and fair to the Shareholders (other than the Rollover Shareholders), the Board considered, among other things, the Barclays Fairness Opinion.

The Barclays Fairness Opinion states that, as of April 1, 2024 and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. See “Special Factors – Barclays Fairness Opinion.”

MI 61-101 Requirements

MI 61-101 requires that, in addition to any other required security holder approval, a “business combination” be subject to “minority approval” (as defined in MI 61-101) of every class of “affected securities” (as defined in MI 61-101) of the issuer, in each case voting separately as a class.

Consequently, in relation to the Arrangement, the Arrangement Resolution will need to be approved by (i) the majority (50%+1) of the votes cast by holders of Multiple Voting Shares (other than the Multiple Voting Shares held by the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101); and (ii) the majority (50%+1) of the votes cast by the holders of Subordinate Voting Shares (other than the Subordinate Voting Shares held by the Rollover Shareholders and the Persons required to be excluded pursuant to MI 61-101).

To the knowledge of the directors and executive officers of the Company, after reasonable inquiry, the 124,986 Subordinate Voting Shares held, directly or indirectly, by Philip Fayer, the founder, Chair and Chief Executive Officer of the Company, representing in the aggregate approximately 0.20% of the outstanding Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded from the “minority approvals” required under MI 61-101. See “Information Concerning the Purchaser Filing Parties” and “Information Concerning Nuvei – Ownership of Securities.”

In the Interim Order, the Court declared that the majority of the minority vote for the Multiple Voting Shares is satisfied as there are no holders of Multiple Voting Shares who are eligible to cast a vote thereunder, as all holders of Multiple Voting Shares are “interested parties” within the meaning of MI 61-101 and must be excluded from such vote.

Implementation of the Arrangement

The Arrangement will be implemented by way of a court-approved plan of arrangement under the CBCA pursuant to the terms of the Arrangement Agreement, whereby each of the steps set forth in the Plan of Arrangement will take place in chronological order, in increments of five minutes (unless otherwise indicated). See “The Arrangement – Implementation of the Arrangement.”

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The Plan of Arrangement is attached as Appendix B to this Circular, and a copy of the Arrangement Agreement is available under Nuvei’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Procedural Safeguards for Shareholders

The Arrangement was negotiated by the Special Committee comprised entirely of independent directors, and was advised by experienced, qualified and independent financial and legal advisors. The Arrangement is subject to the following Shareholder and Court approvals, which provide additional protection to Shareholders:

If the Arrangement does not proceed for any reason, including because it does not receive the Required Shareholder Approval or the Court approval, Nuvei will continue as a publicly traded company. See “Special Factors – Effects on Nuvei if the Arrangement Is Not Completed.”

Support and Voting Agreements

Each director and member of Senior Management of Nuvei and each Rollover Shareholder has entered into a Support and Voting Agreement pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Arrangement Resolution. Consequently, holders of approximately 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares (and who, as a result of their holdings of Multiple Voting Shares, would effectively be able to veto any alternative transaction), have agreed to vote their Shares in favour of the Arrangement Resolution. The 124,986 Subordinate Voting Shares held, directly or indirectly, by Philip Fayer, the founder, Chair and Chief Executive Officer of the Company, representing in the aggregate approximately 0.20% of the outstanding Subordinate Voting Shares, and all of the issued and outstanding Multiple Voting Shares, will be excluded from the “minority approvals” required under MI 61-101. See “The Arrangement – Support and Voting Agreements.”

Rollover Agreements

In connection with the execution of the Arrangement Agreement, each of the Rollover Shareholders has entered into a Rollover Agreement with the Purchaser, dated as of April 1, 2024, pursuant to which it has agreed, subject to the terms thereof, to sell to the Purchaser all of the Shares held by it in exchange for a

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combination of cash consideration based on the Consideration and shares in the capital of the Purchaser or an affiliate thereof. Following completion of the Arrangement, Philip Fayer, Novacap and CDPQ are expected to hold or exercise control or direction over, directly or indirectly, approximately 24%, 18% and 12%, respectively, of the common equity of the resulting private company. Each Rollover Agreement automatically terminates upon the termination of the Arrangement Agreement. See “The Arrangement – Rollover Agreements.”

Certain Canadian Federal Income Tax Considerations

A Shareholder (other than a Rollover Shareholder) whose Subordinate Voting Shares constitute “capital property” for the purposes of the Tax Act generally will realize a capital gain (or a capital loss) with respect to the disposition of one or more Subordinate Voting Shares to the Purchaser for cash, to the extent that such Shareholder’s proceeds of disposition, net of any reasonable cost of disposition, exceed (or are less than) the adjusted cost base to such Shareholder of his, her or its Subordinate Voting Shares.

This Circular contains a summary of certain Canadian federal income tax considerations generally applicable to a Resident Holder (including a Dissenting Resident Holder) or a Non-Resident Holder (including a Dissenting Non-Resident Holder) who realizes a capital gain (or capital loss) in such circumstances. See “Certain Canadian Federal Income Tax Considerations.”

Certain United States Federal Income Tax Considerations

Subject to the discussion in “Certain United States Federal Income Tax Considerations” and assuming the Company is not and has not been a PFIC (as defined in such section), a U.S. Shareholder who holds Shares as capital assets and who sells such Shares pursuant to the Arrangement and receives the Consideration generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the amount received and the U.S. Shareholder’s adjusted tax basis in the Shares.

The foregoing description of U.S. federal income tax consequences of the Arrangement is qualified in its entirety by the more detailed discussion under “Certain United States Federal Income Tax Considerations” below, and neither this description nor the more detailed discussion is intended to be legal advice to any particular Shareholder residing in the United States. Accordingly, U.S. Shareholders should consult their tax advisor with respect to their particular circumstances.

Dissent Rights

Pursuant to the Interim Order, registered Shareholders have the right to exercise Dissent Rights with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to Nuvei a Dissent Notice, which Nuvei must receive, c/o Lindsay Matthews, General Counsel and Corporate Secretary, 1100 René-Lévesque Boulevard West, 9^th Floor, Montréal, Québec H3B 4N4, with a copy to:

by no later than 5:00 p.m. (Eastern time) on June 14, 2024 (or on the date that is two (2) Business Days prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed), and must otherwise strictly comply with the dissent procedures described in this Circular, the Interim Order,

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the Plan of Arrangement and section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. No Shareholder who has voted in favour of the Arrangement Resolution, virtually or by proxy, shall be entitled to dissent with respect to the Arrangement.

A Shareholder’s failure to follow exactly the procedures set forth in the Plan of Arrangement and the Interim Order will result in the loss of such Shareholder’s Dissent Rights. If you are a Shareholder and wish to dissent, you should obtain your own legal advice and carefully read the Plan of Arrangement, the Interim Order and the text of section 190 of the CBCA, all of which are set forth in Appendix B, Appendix E and Appendix G, respectively, of the Circular.

See “Dissenting Shareholders’ Rights.”

Depositary

TSX Trust Company will act as the Depositary for the receipt of share certificates and DRS Advices representing Shares and related Letters of Transmittal and the payments to be made to the Shareholders pursuant to the Arrangement. See “Depositary.”

Stock Exchange Delisting and Reporting Issuer Status

Pursuant to the Arrangement Agreement, subject to applicable Law, Nuvei and the Purchaser have agreed to use their commercially reasonable efforts to cause the Subordinate Voting Shares to be delisted from the TSX and the NASDAQ effective as of or as soon as practicable following the completion of the Arrangement. Following the Effective Date, it is expected that the Purchaser will cause the Company to apply to cease to be a reporting issuer under the securities legislation of each of the provinces and territories in Canada under which it is currently a reporting issuer (or equivalent), as a result of which the Company will also cease to be required to file continuous disclosure documents with the Canadian Securities Administrators upon ceasing to be a reporting issuer in Canada. The Company will deregister its Subordinate Voting Shares under the U.S. Exchange Act subsequent to its filing and deemed effectiveness of a Form 15. As of the Effective Date, Subordinate Voting Share certificates and DRS Advices will only represent a right of a registered Shareholder to receive, upon surrender thereof, the cash to which such holder is entitled under the Arrangement.

See “Certain Legal Matters – Stock Exchange Delisting and Reporting Issuer Status.”

Risks Associated With the Arrangement

There is a risk that the Arrangement may not be completed. In evaluating the Arrangement, Shareholders should consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Required Shareholder Approval must be obtained; (ii) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect; and (iii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied.

Any failure to complete the Arrangement could materially and negatively impact the trading price of the Subordinate Voting Shares. You should carefully consider the risk factors described in the section “Risk Factors” in evaluating the approval of the Arrangement Resolution. Readers are cautioned that such risk factors are not exhaustive.

Notice to Shareholders in the United States

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE PASSED ON THE FAIRNESS OR MERITS OF THE

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ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR OR SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Nuvei is a corporation existing under the federal laws of Canada and is a “foreign private issuer” within the meaning of the rules promulgated under the U.S. Exchange Act. Section 14(a) of the U.S. Exchange Act and related proxy rules are not applicable to the Company nor to this solicitation and, therefore, this solicitation is not being effected in accordance with such laws. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with (1) Canadian corporate and securities laws, which differ from disclosure requirements in the United States, and (2) the requirements of Rule 13e-3 under the U.S. Exchange Act.

The unaudited interim financial statements and audited historical financial statements of Nuvei and other financial information included or incorporated by reference in this Circular for Nuvei have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and thus may differ from the U.S. generally accepted auditing standards.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that Nuvei is organized under the laws of a jurisdiction other than the United States, that some (or all) of its respective officers and directors are residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of Nuvei and such directors, officers and experts may be located outside the United States. As a result, it may be difficult or impossible for Shareholders resident in the United States to effect service of process within the United States upon Nuvei and its respective officers and directors or the experts named herein, or to realize against them on judgments of courts of the United States. In addition, Shareholders resident in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the U.S. Securities Laws or any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the U.S. Securities Laws.

Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdiction. Such consequences for Shareholders are not fully described in this Circular. Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular. Shareholders who are or may be subject to United States federal income tax are urged to review the statements under “Certain United States Federal Income Tax Considerations.”

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INFORMATION CONCERNING THE MEETING AND VOTING

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to consider and, if deemed advisable, approve the Arrangement Resolution.

Date, Time and Place of Meeting

The Meeting will be held on June 18, 2024 at 10:00 a.m. (Eastern time) exclusively in virtual format at https://web.lumiagm.com/432819058. The Shareholders entitled to vote at the Meeting are those holders of Shares as of the close of business on May 9, 2024.

Voting at the Meeting

As the vast majority of Shareholders typically vote by proxy in advance of Nuvei’s Shareholders’ meetings, you are encouraged to vote by proxy ahead of 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 participate, vote or ask questions at the Meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or VIF (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 VIF.

These instructions include the additional step of registering such proxyholder with the Transfer Agent, after submitting the form of proxy or VIF.

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 attend the Meeting but will not be able to participate, vote or ask questions at the Meeting.

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

If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. Your previously submitted voting instructions will not be revoked if you use your control number to log in to the Meeting but do not subsequently vote through the platform at the Meeting, or if you log in as a “Guest” at the Meeting. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

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Proxyholders who have been duly appointed and registered with the Transfer Agent as described in the section entitled “Appointment of Proxyholders” will receive a control number by email from the Transfer Agent after June 14, 2024 at 10:00 a.m. (Eastern time).

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.

We recommend that you log in by 9:45 a.m. (Eastern time) on June 18, 2024. Shareholders who are participating in the Meeting must be connected to the internet throughout the entire Meeting in order to be able to vote. Participants must ensure that they have a good connection throughout the Meeting and set aside enough time to connect to the Meeting and follow the procedure described in this section.

You will require the most recent version of the browsers Chrome, Safari, Edge or Firefox. Make sure your browser is compatible by connecting in advance. PLEASE DO NOT USE INTERNET EXPLORER. Internal networks, firewalls, as well as VPNs (virtual private networks) may block the webcast or access to the virtual platform for the Meeting. If you experience issues, make sure your VPN is deactivated or that you are not using a computer connected to an enterprise network.

If Shareholders (or their proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at: support-ca@lumiglobal.com.

Voting by Proxy

If you are a registered Shareholder but do not plan to attend the Meeting, you may vote by using a proxy to appoint someone to attend the Meeting as your proxyholder. A proxy is a document that authorizes another person to attend the Meeting and cast votes at the Meeting on behalf of a registered Shareholder. Each registered Shareholder has the right to appoint as proxyholder a person or company other than the persons designated by Management in the enclosed form of proxy to attend and act on the registered Shareholder’s behalf at the Meeting or any adjournment or postponement thereof. If you are a registered Shareholder, you can use the form of proxy accompanying this Circular. You may also use any other legal form of proxy.

The persons appointed to act under the proxy form solicited by the Management are independent directors of the Company. Every Shareholder has the right to appoint another person or company of their choice (who need not be a Shareholder) to attend and act on their behalf at the Meeting, or any adjournment or postponement thereof, and may do so by inserting such other proxyholder’s name in the blank space provided for that purpose in the proxy form. Such Shareholder should notify such nominee of the appointment, obtain such nominee’s consent to act as proxy and instruct such nominee on how the Shares held by such Shareholder are to be voted at the Meeting. See “— Appointment of Proxyholders” below.

The persons whose names are printed on the proxy form will vote all the Shares in respect of which they are appointed to act in accordance with the instructions given on the proxy form. In the absence of a specified choice in relation to the Arrangement Resolution, or if more than one choice is indicated, the persons named in the enclosed proxy form will vote any Shares represented by the proxy form IN FAVOUR of the Arrangement Resolution.

Every proxy given to any person in the proxy form that accompanies the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting or any

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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.

A proxy will not be valid for the Meeting unless the completed form of proxy is delivered to the Transfer Agent:

				by internet at www.meeting-vote.com;
				by email at proxyvote@tmx.com;
				by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1;
				by fax to 1-416-595-9593; or
				by touch-tone phone toll-free at 1-888-489-7352, in all cases received not later than June 14, 2024, at 10:00 a.m. (Eastern time) (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting).

Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

Appointment of Proxyholders

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or VIF, including non-registered (beneficial) Shareholders who wish to appoint themselves as proxyholder, must carefully follow the instructions in the Circular and on their form of proxy or VIF.

Additionally, the Shareholder or its duly appointed proxyholder MUST complete the additional step of registering the proxyholder by either calling the Transfer Agent at 1-866-751-6315 (in 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. (Eastern time) on June 14, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting). It is the responsibility of the Shareholder or their proxyholder to contact the Transfer Agent to request a control number. 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. Without the control number, proxyholders will not be able to participate, vote or ask questions at the Meeting.

Similar to an in-person meeting, registered Shareholders and duly-appointed proxyholders will be able to attend the virtual Meeting, participate, submit questions online and vote virtually, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the accompanying Circular. Registered Shareholders who are unable to attend the virtual Meeting are requested to complete, sign and date the accompanying proxy form in accordance with the instructions provided therein and in the Circular and return it in accordance with the instructions and timelines set out in the Circular. In order for non-registered (or beneficial) Shareholders to attend the virtual Meeting, participate, submit questions online and vote virtually, they must duly appoint themselves as proxyholders. 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.

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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:

				by internet at www.meeting-vote.com;
				by email at proxyvote@tmx.com;
				by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1;
				by fax to 1-416-595-9593; or
				by touch-tone phone toll-free at 1-888-489-7352, in all cases received not later than June 14, 2024, at 10:00 a.m. (Eastern time) (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting).

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.

Join 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

Registered Shareholders hold Shares registered in their names and such Shares are generally evidenced by a Share certificate or DRS Advice. However, most holders of Shares (referred to in this Circular as “non-registered Shareholders”) beneficially own their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or another intermediary (an “Intermediary”). If your Shares appear on an account statement provided by your bank, broker or financial advisor, you are, in all likelihood, a non-registered Shareholder. Non-registered Shareholders should carefully follow the instructions of their Intermediaries, including those regarding when, where and by what means the VIF or proxy form must be delivered to ensure that their Shares are voted at the Meeting in accordance with such Shareholder’s instructions. If you are not sure whether you are a registered Shareholder or non-registered Shareholder, please contact the Company’s transfer agent, TSX Trust Company, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1; Attention: Proxy Department.

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In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, Intermediaries are required to seek voting instructions from non-registered Shareholders in advance of the Meeting. Non-registered Shareholders will have received from their Intermediary a package of information with respect to the Meeting, including either a proxy form or a VIF.

If you are a non-registered Shareholder and you wish to vote at the Meeting (or have another person attend and vote on behalf of the non-registered Shareholder), you should print your own name (or that of such other person) on the VIF and return it to the Intermediary. In addition, 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 the Intermediary and submit it to the Transfer Agent. Each Intermediary has its own signature and return instructions. It is important that non-registered Shareholders comply with these instructions if they want the voting rights attached to their Shares to be exercised.

A non-registered Shareholder 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 further 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 VIF to ensure it is given effect at the Meeting.

Under applicable Securities Laws, a beneficial owner of securities is a “non-objecting beneficial owner” (or “NOBO”) if such beneficial owner has or is deemed to have provided instructions to the Intermediary holding the securities on such beneficial owner’s behalf not objecting to the Intermediary disclosing ownership information about the beneficial owner in accordance with said legislation, and a beneficial owner is an “objecting beneficial owner” (or “OBO”) if such beneficial owner has or is deemed to have provided instructions objecting to same. These materials are being sent to both registered and non-registered Shareholders.

If you are a non-registered Shareholder, and Nuvei or its agent has sent these materials directly to you, your name, address and information about your holdings of Subordinate Voting Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, Nuvei (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for 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 VIF. The VIF 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 VIF.

Non-registered Shareholders should follow the procedures set out below, depending on which type of form their receive:

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In either case, non-registered Shareholders should carefully follow the instructions of their intermediaries, including those regarding when and where the VIF or proxy form is to be submitted.

Solicitation of Proxies

This Circular is delivered in connection with the solicitation of proxies by Management for use at the Meeting or any adjournment(s) or postponement(s) thereof, at the place and for the purposes set out in the accompanying Notice of Meeting.

Management is soliciting your proxy. The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Company. The Company further agreed to indemnify Kingsdale Advisors against any and all claims, costs, damages, liabilities, judgements or expenses incurred by Kingsdale Advisors, except where same results from Kingsdale Advisors’ negligence or intentional misconduct. The Company and the Purchaser have agreed in the Arrangement Agreement to share evenly the expenses of retaining Kingsdale Advisors in connection with the solicitation of proxies.

Management requests that you sign and return the proxy form or VIF so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by telephone, facsimile transmission or other electronic means of communication or in-person by the directors, officers and employees of Nuvei. The Company will bear the cost of such solicitation. The Company will reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Shareholders.

Non-registered Shareholders who do not object to their name being made known to the Company may be contacted by our proxy solicitor to assist in conveniently voting their Shares directly by telephone. The Company may also utilize the Broadridge QuickVote^TM service to assist such Shareholders with voting their Shares.

Notice-and-Access

The Company has elected not to use the notice-and-access procedures under applicable Securities Laws to send the proxy-related materials to registered Shareholders.

Voting Shares

Each holder of Subordinate Voting Shares is entitled to one vote per Subordinate Voting Share and each holder of Multiple Voting Shares is entitled to ten votes per Multiple Voting Share. The Subordinate Voting

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Shares are “restricted securities” within the meaning of such term under applicable Canadian Securities Laws in that they do not carry equal voting rights with the Multiple Voting Shares. As at May 9, 2024, 76,064,619 Multiple Voting Shares and 63,965,523 Subordinate Voting Shares were issued and outstanding. In aggregate, all of the voting rights associated with the Subordinate Voting Shares, as at May 9, 2024, represent approximately 8% of the voting rights attached to all of the issued and outstanding Shares of the Company. Only persons shown on the register of Shares at the close of business on May 9, 2024, or their proxyholders, will be entitled to attend the Meeting and vote.

Principal Shareholders

The following table shows the names of the persons who, as of the Record Date, to Nuvei’s knowledge, beneficially owned, or exercised control or direction over, directly or indirectly, 10% or more of either class of Shares: