Payoneer Global (PAYO) investor relations material

Executive summary

• Nuvei has entered into a definitive agreement to acquire all outstanding shares of Payoneer in an all-cash transaction valued at $7.40 per share, totaling approximately $2.75 billion, representing a 44% premium to Payoneer's last unaffected share price.

• The transaction is expected to close in mid-2027, subject to shareholder and regulatory approvals, after which Payoneer will become a privately held subsidiary of Nuvei and delist from Nasdaq.

• Until closing, Payoneer will continue to operate independently, with no immediate changes to teams, roles, compensation, or customer relationships.

• The combined entity aims to create a leading global payments infrastructure provider, leveraging complementary capabilities in e-commerce, B2B payments, cross-border payouts, and financial technology.

• Forward-looking statements highlight potential risks, including regulatory approvals, integration challenges, and market uncertainties.

Voting matters and shareholder proposals

• Payoneer shareholders will vote on the proposed acquisition, with the vote anticipated around August–September 2026.

• The transaction requires approval by Payoneer shareholders and various regulatory bodies before closing.

• If the transaction is not approved, Payoneer will continue as a public company with its current strategy.

Board of directors and corporate governance

• The current executive leadership team will remain in place through the closing, focusing on business continuity and integration planning.

• Information about directors, executive officers, and their interests will be included in the proxy statement and related SEC filings.