EX-99.(C)(VI) 10 d826466dex99cvi.htm EX-99.(C)(VI) EX-99.(c)(vi)

Exhibit (c)(vi)

 

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Privileged and Confidential Project Nuvei Report to the Special Committee March 31, 2024


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Privileged and Confidential 1 Introduction 3 2 Indications of Value 7 Appendices Table of A Appendix: Nuvei Management Forecast 18 Contents B Appendix: Indications of Value Support 25 C Appendix: Capital Markets Update 29 2


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Privileged and Confidential Introduction


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Privileged and Confidential TD Securities’ Mandate TD Securities understands that Nuvei Corporation (“Nuvei” or the “Company”) is contemplating entering into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Advent International (“Advent”), with the support of the Rollover Shareholders (as defined below), will acquire all the issued and outstanding subordinate voting shares of Nuvei (“SVS”) and any multiple voting shares (“MVS” and, collectively with the SVS, the “Shares”) that are not Rollover Shares (as defined below) (the “Transaction”) for a price of US$34.00 per Share in cash (the “Consideration”) – The Consideration represents a 56% premium to the closing price of the SVS on Nasdaq on March 15, 2024, the last trading day prior to media reports concerning a potential transaction involving the Company – We also understand that each of the Company’s holders of MVS, being Philip Fayer, certain investment funds managed by Novacap Management Inc. (collectively, “Novacap”) and CDPQ (together with entities they control directly or indirectly, collectively, the “Rollover Shareholders”) will participate in the Transaction as equity investors by rolling approximately 95%, 65% and 75%, respectively, of their Shares (the “Rollover Shares”) – The Rollover Shareholders will enter into customary support & voting agreements TD Securities was retained by the Special Committee as financial advisor and independent valuator (the “Valuator”) to prepare and deliver: – A formal valuation (the “Valuation”) of all outstanding Shares in accordance with the requirements of Multilateral Instrument 61-101 (“MI 61-101”) of the Autorité des marchés financiers and certain other provincial securities regulators; and – An opinion as to the fairness, from a financial point of view, of the Consideration to be received by shareholders of Nuvei (other than the Rollover Shareholders and any other shareholders required to be excluded from the minority approval pursuant to MI 61-101) in connection with the Transaction (the “Fairness Opinion”) This presentation is intended to provide material for the Special Committee regarding the Valuation and Fairness Opinion and is qualified in its entirety by reference to the full text of the Valuation and Fairness Opinion Letter – The report has been prepared on the basis of securities markets, economic and general business and financial conditions prevailing on the date hereof The preparation of a Valuation and Fairness Opinion is a complex process and is not necessarily amenable to partial analysis or summary description. TD Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete view of the process underlying the Valuation and Fairness Opinion. This report is summary in nature and the reader should read the Valuation and Fairness Opinion Letter in its entirety. 4


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Privileged and Confidential Transaction Overview Consideration US$34.00 in cash per Share (other than Rollover Shares) Structure Plan of Arrangement under the Canada Business Corporations Act Purchaser shall, and shall cause its affiliates to, use commercially reasonable efforts to obtain alternative financing Financing Not subject to a financing condition Rollover Shareholders will roll the following portion of their existing equity: Philip Fayer—95%, Novacap—65%, CDPQ—75% t least 66 % of the votes cast by the holders of MVS (10 votes each) and SVS (1 vote each), voting as a single class 50% of the votes cast by holders of MVS >50% of the votes cast by holders of SVS Shareholder Approvals >50% of the votes cast by holders of MVS (excluding the MVS held by Rollover Shareholders and any other MVS to be excluded pursuant to MI 61-101) >50% of the votes cast by holders of SVS (excluding the SVS held by Rollover Shareholders and any other SVS to be excluded pursuant to MI 61-101) Support & Voting Rollover Shareholders entered into customary support & voting agreements Agreements Directors and officers of Nuvei that are not Rollover Shareholders entered into customary support & voting agreements Non-solicitation provision with customary fiduciary out provisions in certain circumstances Deal Protections Five business day right to match a superior proposal Nuvei may discuss an inbound acquisition proposal with the Rollover Shareholders in certain circumstances Termination fee of US$150 million (represents ~2.9% of purchase equity value1), payable by Nuvei in certain circumstances Termination Fee Reverse termination fee payable by the purchaser in certain circumstances, including in an amount of US$250 million (represents of purchase equity value1) in certain circumstances Conditions to Subject to customary closing conditions including shareholder approval, approval of the arrangement by the Superior Court of Québec Closing and obtention of certain key regulatory approvals Source: Draft terms of the Arrangement Agreement as of March 31, 2024, Company management. 1. Fully diluted market capitalization, based on US$34.00 price per share and share data as at February 29, 2024, provided by Company management. 5


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Privileged and Confidential Transaction Metrics In US$M, unless otherwise noted Unaffected Current Trading Transaction (15-Mar-24) (28-Mar-24) Share Price (US$) $21.76 $31.62 $34.00 (x) F.D. Shares Outstanding 150 150 150 Market Capitalization $3,257 $4,752 $5,115 (+) Net Debt1 $1,117 $1,117 $1,117 (+) Minority Interest $18 $18 $18 Enterprise Value $4,392 $5,886 $6,249 Implied Premiums Metric Unaffected Share Price (15-Mar-24) $21.76—45% 56% Unaffected Analyst Target Price2 $31.11 (30%) 2% 9% Unaffected 10-Day VWAP3 $23.71 (8%) 33% 43% Unaffected 20-Day VWAP3 $24.32 (11%) 30% 40% 52-Week High $43.81 (50%) (28%) (22%) 52-Week Low $13.32 63% 137% 155% Canadian IPO Price (17-Sep-20) $26.00 (16%) 22% 31% All-Time High (17-Sep-21) $137.40 (84%) (77%) (75%) % Within the Selected Range ($33.00—$42.00) n/a n/a 11% Implied Multiples4 Metric CY2023A PF Revenue $1,224 3.6x 4.8x 5.1x CY2024E Revenue $1,343 3.3x 4.4x 4.7x CY2023A Adj. EBITDA $434 10.1x 13.6x 14.4x CY2023A PF Adj. EBITDA5 $449 9.8x 13.1x 13.9x CY2024E Adj. EBITDA $480 9.2x 12.3x 13.0x Acquisition Precedents Benchmarking Average Median North American Large Cap Tech Premiums (Premium to Unaffected)6 38% 32% Merchant Acquirers / Payment Processors (EV / LTM EBITDA) 17.3x 18.0x Sources: Bloomberg, Company Filings, S&P Capital IQ. 4. Revenue and EBITDA metrics exclude (1) interest revenue from segregated funds (2) Till contribution of EBITDA (Nil in 2023A Note: Unaffected date as of March 15, 2024. Balance sheet as of December 31, 2023. Share data as of February 29, 2024. Market and negative $5M in 2024E), and contribution of revenue ($28M in 2023A and $41M in 2024E). 6 share price data per Nasdaq. 5. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on pro 1. Net debt includes $1,275M of debt, $12M of lease liabilities, and $170M of cash & cash equivalents. Acquisition of Till for $30M forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate in cash netted against EV of $30M. synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. 2. Consensus of 18 analysts target estimates. 6. All-cash consideration transactions with North American technology public targets where there is a change of control and a 3. Calculated based on exchanges and marketplaces in the U.S. and Canada. Combined VWAP data indexed based off trading transaction value greater than $1 billion since 2014. days on TSX.


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Privileged and Confidential Indications of Value


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Privileged and Confidential Definition of Fair Market Value Under MI 61-101, Fair Market Value is defined as The monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act No downward adjustment to Fair Market Value is permitted to reflect – Liquidity of the securities – Effect of the transaction – The fact that the securities do not form part of a controlling interest The valuator must consider any distinctive material benefit that might accrue to the acquiror as a consequence of the transaction including – Synergies – Tax benefits – Other The valuator must also consider any prior valuations and any bona fide offers made for the Shares in the past 24 months MI 61-101 requires the valuator to determine the en bloc value that an acquiror of 100% of Nuvei would be expected to pay in an open auction 8


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Privileged and Confidential Approach to Value Based on 5-year Nuvei Management Forecast with unlevered free cash flows valued as of December 31, 2023 Includes 50% sharing of ~$9M in assumed public company cost savings Unlevered free cash flows discounted based on selected WACC range of 14.5% – 15.5% Discounted Cash Flow Terminal value based on: (“DCF”) Analysis – 10.0x – 12.0x EV / EBITDA multiple applied to 2028E EBITDA Based on disclosure from precedent transactions, includes 50% of indicative synergies of $80M1 that may be achieved by a strategic Methodologies acquiror, net of 1x cost to achieve synergies – Assumed to be inclusive of public company cost savings Based on select North American merchant acquirer and payment processor companies Primary Precedent Transactions – Multiple range of 13.0x – 20.0x applied to Pro Forma Adjusted 2023A EBITDA2, with no contribution from Till Analysis – Multiple range of 12.0x – 18.0x applied to Adjusted 2024E EBITDA, excluding ($5M)3 contribution from Till Includes $30M incremental value to account for Till at cost Based on 5-year Nuvei Management Forecast with levered free cash flows valued as of December 31, 2023 Includes 100% of $9M in assumed public company cost savings Selected target IRR range of 20.0% – 25.0% Terminal value based on: Illustrative LBO Analysis – 10.0x – 12.0x EV / EBITDA multiple applied to 2028E EBITDA Assumes opening leverage of 5.5x Debt / Pro Forma Adj. 2023A EBITDA2, consisting of the below, with no recapitalizations in the forecast: – 2.75x term loan with interest rate of SOFR + 400bps Indications – 1.75x senior secured bonds with interest rate of 8.00% – 1.0x second lien term loan with interest rate of SOFR + 700bps Reference Premiums Analysis Based on observed premiums from recent North American Technology all-cash transactions Publicly Traded – Observed EV / EBITDA trading multiples of selected publicly-traded merchant acquirer and payment processor companies Companies Analysis – Multiple range of 8.0x – 11.0x applied to Adjusted 2024E EBITDA Analyst Target Prices Range of target prices of 18 available brokers prior to unaffected date of March 15, 2024 52-Week Trading Range Reflects observed 52-week trading range for Nuvei’s shares on Nasdaq prior to unaffected date of March 15, 2024 1. Assumes 10% of Nuvei’s cost base. Pro Forma 2023A Cost Base calculated as Pro Forma Adjusted 2023A Revenue of $1,252M less Pro Forma Adjusted 2023A EBITDA of $449M (excludes interest revenue from segregated funds). 2. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on pro forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate 9 synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. Excludes interest revenue from segregated funds. 3. Till’s 2024E EBITDA contribution of ($7.8M) and expected synergies of $2.5M.


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Privileged and Confidential Indications of Value Value Basis Equity Value per Share Implied Metrics In US$ unless otherwise stated Per Share Enterprise EV / PF Adj. Prem. / Disc. $10.00 $25.00 $40.00 $55.00 Midpoint1 Value (US$bn)2 23A EBITDA3 to Unaffected DCF Analysis WACC: 14.5%—15.5% PubCo Exit Multiple: 10.0x—12.0x $34.3 $43.27 $38.82 $6.3—$7.7 14.1x—17.1x 58%—99% s e Synergies Implied GRIP: 9.1%—9.2% o gi DCF Analysis WACC: 14.5%—15.5% ol Acquiror Exit Multiple: 10.0x—12.0x $40.45 $6.6—$8.0 14.6x—17.7x 65%—107% od Implied GRIP: 9.0%—9.1% $35 $45.05 Synergies th Me Multiple: 13.0x—20.0x ry PF Adj. 2023A EBITDA: $449M 3 $31.31 $51.90 $41.60 $5.9—$9.0 13.1x—20.1x 44%—139% a m Precedent Includes $30M for Till Acquisition i Transactions Pr Analysis4 Multiple: 12.0x—18.0x Adj. 2024E EBITDA (excl. Till): $480M $30.77 $49.62 $40.19 $5.8—$8.7 12.9x—19.3x 41%—128% Includes $30M for Till Acquisition LBO Analysis Required IRR: 20.0%—25.0% PubCo Exit Multiple: 10.0x—12.0x $28.08 8.22 $33.15 $5.4—$6.9 12.0x—15.4x 29%—76% Synergies Leverage: 5.5x PF Adj. 2023A EBITDA3 Premium to Premium: 25%—50% $27.20 $29.92 $5.2—$6.1 11.7x—13.5x 25%—50% Unaffected Unaffected Share Price: $21.76/sh n s o Premium to ati Premium: 25%—50% Unaffected 5 $30.40 48 $33.44 $5.7—$6.7 12.8x—14.8x 40%—68% dic Unaffected 20-Day VWAP: $24.32/sh VWAP I n ce Publicly Traded Multiple: 8.0x—11.0x Companies $17.59 $27.0 $22.32 $3.8—$5.2 8.4x—11.6x (19%)—24% Adj. 2024E EBITDA: $474M Referen Analysis Unaffected Based on 18 estimates Analyst Target $27.00 $40.00 $33.50 $5.2—$7.2 11.6x—16.0x 24%—84% Consensus of $31.11/sh Prices Unaffected 52- Between Mar 15, 2023 and $13.32 $43.81 $28.57 $3.2—$7.8 7.0x—17.3x (39%)—101% Week Trading Mar 15, 2024 $21.76 $31.62 $34.00 $33.00—$42.00 Unaffected Share Price Current Share Price6 Transaction Selected Range Note: Unaffected date of March 15, 2024. Balance sheet as of December 31, 2023, pro forma for Till acquisition purchase price of synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. Excludes $30M in cash. Share data as of February 29, 2024. Assumes average of 58% tax deductibility of amortization over the forecast interest revenue from segregated funds. 10 period. Market share data per Nasdaq. EBITDA figures exclude interest revenue from segregated funds. 4. Includes $30M incremental value to account for Till acquisition at cost. Accordingly, Adjusted EBITDA excludes Till contribution 1. Based on arithmetic average between high and low implied share prices. (Nil in 2023A and negative $5M in 2024E). 2. Enterprise Value presented on a fully-consolidated basis, including minority interests. 5. Calculated based on exchanges and marketplaces in the U.S. and Canada. Combined VWAP data indexed based off trading 3. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on days on TSX. pro forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate 6. Market data as of March 28, 2024.


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Privileged and Confidential Discounted Cash Flow Analysis 5-Year Nuvei Management Forecast, Incl. 50% PubCo Synergies Figures in US$M, share data in US$ Unlevered Free Cash Flow Summary Implied Value Build1 Year Ended December 31 Terminal Value Range 2024E 2025E 2026E 2027E 2028E Year Low—High Terminal EBITDA Multiple 10.0x—12.0x Revenue $1,384 $1,593 $1,843 $2,128 $2,461 $2,461 WACC 15.5%—14.5% Implied GRIP 9.1%—9.2% Adjusted EBITDA $474 $584 $717 $877 $1,078 $1,078 (+) Interest Revenue from Seg. Funds $14 $9 $8 $7 $6 $6 Present Value of FCF $1,061—$1,087 (-) Capex ($83) ($96) ($111) ($128) ($148) ($98) Present Value of Terminal Value $5,238—$6,565 (-) Commission Buyouts—($25) ($30) ($35) ($40)—Present Value of Net Synergies $35—$41 (-) Share Based Comp. ($117) ($95) ($97) ($106) ($116) ($116) Enterprise Value $6,335—$7,694 (-) Change in NWC ($25) ($33) ($39) ($45) ($49) ($33) 2 Net Debt ($1,147)—($1,147) (-) Unlevered Cash Taxes ($95) ($116) ($142) ($173) ($221) ($246) Minority Interest and Other ($18)—($18) Unlevered FCF $168 $230 $307 $397 $510 $590 Equity Value $5,170—$6,529 Synergies (50% Sharing) F.D. Shares Outstanding 150—151 Synergies $5 $5 $5 $5 $5 $5 Equity Value per Share $34.36—$43.27 Cost to Achieve (0.00x) — — —Synergy Related Taxes ($1) ($1) ($1) ($1) ($1) ($1) Implied EV / EBITDA Metric Total Unlevered FCF $171 $233 $310 $401 $513 $593 3 PF Adjusted 2023A $449 14.1x—17.1x Adjusted 2024E $474 13.4x—16.2x Revenue Growth % 17% 15% 16% 15% 16% EBITDA Margin % 34% 37% 39% 41% 44% Capex Intensity (% of Revenue) 6% 6% 6% 6% 6% Sensitivity Analysis Implied Equity Value per Share Implied GRIP WACC WACC 14.0% 14.5% 15.0% 15.5% 16.0% 14.0% 14.5% 15.0% 15.5% 16.0% 9.0x $33.27 $32.47 $31.68 $30.91 $30.17 9.0x 7.0% 7.5% 7.9% 8.4% 8.9% al l a le ip 10.0x $36.95 $36.07 $35.20 $34.36 $33.54 le ip 10.0x 7.7% 8.1% 8.6% 9.1% 9.5% 11.0x $40.63 $39.67 $38.73 $37.81 $36.92 11.0x 8.2% 8.7% 9.2% 9.6% 10.1% Termin EBITDA Mult 12.0x $44.32 $43.27 $42.25 $41.26 $40.29 Termin EBITDA Mult 12.0x 8.7% 9.2% 9.6% 10.1% 10.6% 13.0x $47.99 $46.87 $45.77 $44.71 $43.66 13.0x 9.1% 9.6% 10.0% 10.5% 11.0% Note: Revenue and EBITDA figures exclude interest revenue from segregated funds. Assumes average of 58% tax deductibility of amortization over the forecast period. 1. Balance sheet as of December 31, 2023, pro forma for Till acquisition purchase price of $30M in cash. Share data as of February 29, 2024. 11 2. Assumes share based compensation is non-tax deductible. 3. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on pro forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. Excludes interest revenue from segregated funds.


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Privileged and Confidential Discounted Cash Flow Analysis 5-Year Nuvei Management Forecast, Incl. 50% Indicative Acquiror Synergies Figures in US$M, share data in US$ Unlevered Free Cash Flow Summary Implied Value Build1 Year Ended December 31 Terminal Value Range 2024E 2025E 2026E 2027E 2028E Year Low—High Terminal EBITDA Multiple 10.0x—12.0x Revenue $1,384 $1,593 $1,843 $2,128 $2,461 $2,461 WACC 15.5%—14.5% Implied GRIP 9.0%—9.1% Adjusted EBITDA $474 $584 $717 $877 $1,078 $1,078 (+) Interest Revenue from Seg. Funds $14 $9 $8 $7 $6 $6 Present Value of FCF $1,061—$1,087 (-) Capex ($83) ($96) ($111) ($128) ($148) ($98) Present Value of Terminal Value $5,238—$6,565 (-) Commission Buyouts—($25) ($30) ($35) ($40)—Present Value of Net Synergies $262—$313 (-) Share Based Comp. ($117) ($95) ($97) ($106) ($116) ($116) Enterprise Value $6,562—$7,966 (-) Change in NWC ($25) ($33) ($39) ($45) ($49) ($33) 2 Net Debt ($1,147)—($1,147) (-) Unlevered Cash Taxes ($95) ($116) ($142) ($173) ($221) ($246) Minority Interest and Other ($18)—($18) Unlevered FCF $168 $230 $307 $397 $510 $590 Equity Value $5,397—$6,801 Synergies (50% Sharing) F.D. Shares Outstanding 151—151 Synergies $20 $40 $40 $40 $40 $40 Equity Value per Share $35.85—$45.05 Cost to Achieve (1.00x) ($20) ($20) — —Synergy Related Taxes—($5) ($10) ($10) ($10) ($10) Implied EV / EBITDA Metric Total Unlevered FCF $168 $245 $337 $427 $540 $620 3 PF Adjusted 2023A $449 14.6x—17.7x Adjusted 2024E $474 13.8x—16.8x Revenue Growth % 17% 15% 16% 15% 16% EBITDA Margin % 34% 37% 39% 41% 44% Capex Intensity (% of Revenue) 6% 6% 6% 6% 6% Sensitivity Analysis Implied Equity Value per Share Implied GRIP WACC WACC 14.0% 14.5% 15.0% 15.5% 16.0% 14.0% 14.5% 15.0% 15.5% 16.0% 9.0x $34.73 $33.90 $33.08 $32.29 $31.51 9.0x 6.9% 7.4% 7.8% 8.3% 8.8% al l a le ip 10.0x $38.53 $37.62 $36.72 $35.85 $35.00 le ip 10.0x 7.6% 8.1% 8.5% 9.0% 9.5% 11.0x $42.33 $41.33 $40.36 $39.41 $38.49 11.0x 8.2% 8.6% 9.1% 9.6% 10.0% Termin EBITDA Mult 12.0x $46.13 $45.05 $44.00 $42.97 $41.97 Termin EBITDA Mult 12.0x 8.6% 9.1% 9.6% 10.0% 10.5% 13.0x $49.93 $48.77 $47.64 $46.53 $45.45 13.0x 9.0% 9.5% 10.0% 10.5% 10.9% Note: Revenue and EBITDA figures exclude interest revenue from segregated funds. Assumes average of 58% tax deductibility of amortization over the forecast period. 1. Balance sheet as of December 31, 2023, pro forma for Till acquisition purchase price of $30M in cash. Share data as of February 29, 2024. 12 2. Assumes share based compensation is non-tax deductible. 3. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on pro forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. Excludes interest revenue from segregated funds.


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Privileged and Confidential DCF Sensitivity Analysis – For Reference Only The below analysis represents the impact to the mid-point per share value of the DCF Analysis under various sensitivities to key forecast drivers Sensitivity Key Metrics Base DCF Midpoint Per Share Increment Figures in US$ DCF Midpoint per Share – Incl. 50% of Indicative Strategic Acquiror Synergies $40.45 ($35.85—$45.05) Revenue Change in absolute % of annual revenue 15.7% +/- 0.5% ($1.29) $1.31 Growth growth starting 2024E and onwards (‘23A – ‘28E CAGR) EBITDA Change in absolute % of EBITDA margin 39.0% +/- 1.0% ($1.20) $1.20 Margin starting 2024E and onwards (‘24E – ‘28E Avg) Change in cost base by $10M starting $909M Opex -/+ $10M ($0.56) $0.56 Operational 2024E and escalated at inflation thereafter (2024E Cost Base1) Change in run-rate amount of indicative 10.0% Synergies strategic acquiror synergies (as a % of Pro +/- 2.5% ($0.47) $0.47 Forma 2023A Cost Base2) (PF 2023A Cost Base2) Change in capital intensity (capex as a % of 6.0% Capex -/+ 1.0% ($0.43) $0.43 revenue) starting 2024E and onwards (‘24E – ‘28E Avg) Terminal Change in in terminal EBITDA multiple 11.0x +/- 0.5x ($1.82) $1.82 Multiple applied to 2028E EBITDA (10.0x – 12.0x Range) Value Change in Weighted Average Cost of 15.0% ($1.88) $1.98 WACC -/+ 1.0% Capital (14.5% – 15.5% Range) 1. Calculated as 2024E revenue of $1,384M less 2024E EBITDA of $474M. 2. Pro Forma 2023A Cost Base calculated as Pro Forma Adjusted 2023A Revenue of $1,252M less Pro Forma Adjusted 2023A EBITDA of $449M. Excludes interest revenue from segregated funds. 13


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Privileged and Confidential Precedent Transactions Analysis Enterprise LTM to NTM EBITDA SBC / Capex / LTM EV / Revenue EV / EBITDA Cost Synergies as % of LTM1 Ann. Date Acquiror Target Value Rev. Growth Margin LTM EBITDA LTM Revenue LTM NTM LTM NTM Revenue Costs Jul 6, 2023 2 GTCR Worldpay $17,500 4% 38% n.a. n.a. 3.7x 3.6x 9.8x 9.1x n.a. n.a. Network International Jun 9, 2023 Brookfield $2,837 16% 41% n.a. 13% 6.5x 5.6x 15.9x 13.5x n.a. n.a. Holdings Jan 9, 2023 Nuvei Paya Holdings $1,379 10% 26% 10% 2% 5.0x 4.5x 19.3x 17.0x 8% 10% Sixth Street / BGH Oct 28, 2022 Pushpay $1,038 9% 28% n.a. 0% 4.9x 4.5x 17.4x 18.5x n.a. n.a. Capital Aug 1, 2022 Global Payments Evo Payments $3,967 13% 36% 15% 6% 7.4x 6.6x 20.5x 17.3x 23% 37% First American Apr 22, 2021 Deluxe $960 n.a. 20% n.a. n.a. 3.3x n.a. 16.4x n.a. n.a. n.a. Payments Systems 3 Nov 15, 2020 Nexi S.p.A Nets A/S $8,936 n.a. 36% n.a. 11% 7.2x n.a. 19.9x n.a. 12% 19% Oct 5, 2020 Nexi S.p.A SIA $6,2944 n.a. 38% n.a. 12% 7.3x n.a. 19.2x n.a. 16% 25% Feb 3, 2020 Wordline SA Ingenico $10,000 24% 21% n.a. 5% 3.1x 2.5x 14.9x 13.6x 8% 10% May 28, 2019 Global Payments Total System Services $25,083 7% 36% 4% 7% 6.5x 6.1x 18.0x 16.7x n.a. n.a. May 22, 2019 Nuvei SafeCharge $776 23% 27% 4% 7% 5.6x 4.5x 20.8x 17.7x 14% 19% Mar 18, 2019 FIS Worldpay $43,417 8% 48% 7% 8% 11.1x 10.2x 22.9x 20.3x 10% 20% Jan 16, 2019 Fiserv First Data $42,287 6% 38% 8% 7% 4.9x 4.7x 13.0x 12.3x 11% 17% Sep 25, 2017 Hellman & Friedman Nets $6,608 5% 36% n.a. 9% 5.5x 5.2x 15.2x 14.1x n.a. n.a. CVC / Blackstone Jul 21, 2017 Paysafe Group $4,135 12% 31% 4% 5% 3.9x 3.5x 12.7x 11.6x n.a. n.a. Group Jul 4, 2017 Vantiv Worldpay $12,000 11% 42% n.a. 15% 7.8x 7.0x 18.6x 16.8x 17% 29% May 29, 2017 First Data CardConnect $750 18% 23% 16% 1% 4.6x 3.9x 19.8x 15.4x n.a. n.a. Average 12% 33% 8% 7% 5.8x 5.2x 17.3x 15.3x 13% 21% Median 11% 36% 7% 7% 5.5x 4.6x 18.0x 16.0x 12% 19% Sources: Company Disclosures, Press Releases, Research Reports, S&P Capital IQ. Note: All figures are in US$ millions unless otherwise noted. FX rates as of the announcement date is used where applicable. 14 1. Synergies are based on the estimated run-rate amount as per the public filings. 2. GTCR / Worldpay: Implied EV excludes contingent consideration of $1B, LTM EBITDA is based on FY2023E and includes estimated dis-synergies and previously unallocated corporate and other costs. 3. Does not include €250M earn-out payable in shares in 2022 based on FY2021 EBITDA. Multiple is based on FY2020E Adj. EBITDA. 4. Based on FY2020E Adj. EBITDA.


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Privileged and Confidential LBO Analysis 5-Year Nuvei Management Forecast, Incl. 100% PubCo Synergies Figures in US$M, share data in US$ Free Cash Flow Summary @ High Value Implied Value Build1 Year Ended December 31 Value Range @ Close 2024E 2025E 2026E 2027E 2028E Low—High Required Return 25.0%—20.0% Adjusted EBITDA $474 $584 $717 $877 $1,078 Opening Leverage 5.5x—5.5x (+) Interest Revenue from Seg. Funds $14 $9 $8 $7 $6 Exit Multiple 10.0x—12.0x (-) Capex ($83) ($96) ($111) ($128) ($148) (-) Commission Buyouts—($25) ($30) ($35) ($40) NPV of Cash Flow to Equity $298—$342 (-) Share Based Comp. ($117) ($95) ($97) ($106) ($116) NPV of Terminal Equity Value $2,817—$4,321 (-) Change in NWC ($25) ($33) ($39) ($45) ($49) Sponsor Equity $3,115—$4,663 (-) Unlevered Cash Taxes 2 ($95) ($116) ($142) ($173) ($221) Unlevered FCF $168 $230 $307 $397 $510 Net Debt at Close $2,382—$2,382 Minority Interest $18—$18 Synergies $9 $9 $9 $9 $9 Transaction Costs ($140)—($140) Cost to Achieve — ——Enterprise Value $5,376—$6,924 Synergy Related Taxes ($2) ($2) ($2) ($2) ($2) Existing Net Debt ($1,147)—($1,147) Total Unlevered FCF $175 $237 $314 $404 $517 Minority Interest and Other ($18)—($18) Equity Value $4,211—$5,759 (-) Net Interest Expense ($228) ($210) ($202) ($197) ($191) F.D. Shares Outstanding 150—151 (+) Interest Tax Shield $57 $53 $50 $49 $48 Equity Value per Share $28.08—$38.22 (+) Debt Repayments ($3) ($22) ($43) ($67) ($96) Levered FCF $0 $57 $119 $190 $278 Implied EV / EBITDA Metric Total Debt / EBITDA 5.5x 5.1x 4.1x 3.3x 2.7x 2.1x PF Adjusted 2023A3 $449 12.0x—15.4x Adjusted 2024E $474 11.3x—14.6x Sources and Uses @ High Value Sensitivity Analysis Uses Sources Implied Equity Value per Share Purchase Equity $5,759 Assumed Cash $140 Target IRR Existing Debt $1,275 Assumed Leases $12 17.5% 20.0% 22.5% 25.0% 27.5% Existing Leases $12 New Debt $2,470 9.0x $32.09 $29.72 $27.62 $25.76 $24.09 a l Transaction Costs4 $140 Required Equity $4,663 DA le ip 10.0x $35.24 $32.55 $30.18 $28.08 $26.21 Remaining Cash Balance $100 min 11.0x $38.39 $35.39 $32.74 $30.39 $28.30 r ult Total Uses $7,286 Total Sources $7,286 Te EBIT M 12.0x $41.54 $38.22 $35.30 $32.70 $30.40 13.0x $44.69 $41.06 $37.85 $35.01 $32.49 Note: EBITDA figures exclude interest revenue from segregated funds. Assumes average of 58% tax deductibility of amortization over the forecast period. 1. Balance sheet as of December 31, 2023, pro forma for Till acquisition purchase price of $30M in cash. Share data as of Feb 29, 2024. 15 2. Assumes share based compensation is non-tax deductible. 3. Pro forma for a full-year contribution from Paya including synergies. Adjustments include: (1) $10M Paya EBITDA based on pro forma 2023 revenue adjustment of ~$40M achieving 26% EBITDA margin; (2) $5M adjustment for expected Paya run-rate synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. Excludes interest revenue from segregated funds. 4. Illustrative transaction costs and debt financing fees.


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Privileged and Confidential Premiums Paid Analysis The average takeover premium paid since 2014 on large cap North American technology all-cash consideration M&A transactions is in the range of 25% – 50% – Based on premiums to the unaffected share price and 10 and 20-day volume weighted average pre-announcement price of the target – Includes transactions with North American technology public targets where there is a change of control and an overall deal value greater than US$1 billion North American Large Cap Technology All-Cash Consideration Takeover Premiums (By Technology Sub-Sector1) Median Median Average 25th Percentile 75th Percentile Deal VWAP VWAP VWAP VWAP Value Technology Sub-Sector1 # of Deals (US$M) Unaffected 10-Day 20-Day Unaffected 10-Day 20-Day Unaffected 10-Day 20-Day Unaffected 10-Day 20-Day Software 75 $4,089 31% 31% 31% 38% 38% 38% 23% 24% 26% 52% 52% 51% IT Services 16 $3,466 36% 33% 33% 38% 40% 39% 20% 24% 25% 47% 46% 45% Electronic Equipment, 15 $1,771 49% 47% 43% 51% 53% 54% 29% 31% 34% 70% 70% 70% Instruments & Components Health Care Technology 12 $4,380 32% 31% 33% 29% 29% 30% 19% 24% 23% 36% 36% 37% Semiconductors & 12 $5,107 43% 43% 46% 42% 44% 46% 28% 30% 32% 55% 55% 53% Semiconductor Equipment Communications Equipment 11 $2,981 33% 36% 35% 32% 31% 32% 22% 16% 18% 43% 43% 43% Technology Hardware, Storage & 5 $1,543 26% 31% 31% 25% 29% 30% 21% 29% 26% 30% 32% 33% Peripherals Interactive Media & Services 4 $16,880 34% 35% 38% 36% 35% 37% 29% 29% 30% 41% 41% 45% Diversified Telecommunication 2 $2,060 76% 80% 85% 76% 80% 85% 64% 66% 69% 89% 94% 100% Services Overall 152 $3,386 32% 33% 35% 38% 39% 39% 23% 25% 26% 50% 51% 51% Sources: Refinitiv, Bloomberg, Capital IQ, Company Filings. 1. Based on Capital IQ Industry classification. 16


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Privileged and Confidential Selected Publicly Traded Companies Analysis Market Data Operational Metrics Valuation Metrics Market Enterprise Revenue Growth %1 EBITDA Margin % FCF Conversion %2 Net Debt / EV / Revenue EV / EBITDA Figures in US$M Cap. Value CY23E CY24E CY25E CY23E CY24E CY23E CY24E LTM EBITDA CY23E CY24E CY23E CY24E High Growth Peers3 Adyen $52,663 $44,027 22.2% 22.8% 24.5% 45.7% 47.8% 90.6% 88.6% nmf 25.1x 20.4x 54.9x 42.7x Block 4 $52,267 $51,369 23.7% 10.0% 14.1% 20.1% 28.7% 91.6% 91.1% nmf 5.8x 5.2x 28.7x 18.2x DLocal $4,479 $3,943 55.2% 42.3% 30.0% 31.1% 25.9% 91.0% 91.6% nmf 6.1x 4.3x 19.5x 16.4x Shift4 Payments $4,275 $5,723 27.9% 25.5% 18.0% 46.3% 48.1% 88.0% 86.1% 2.7x 5.5x 4.4x 11.8x 9.1x Average 32.3% 25.1% 21.7% 35.8% 37.6% 90.3% 89.4% 2.7x 10.6x 8.6x 28.7x 21.6x Median 25.8% 24.1% 21.3% 38.4% 38.3% 90.8% 89.9% 2.7x 5.9x 4.8x 24.1x 17.3x Low Growth Peers Global Payments $34,838 $50,826 7.2% 6.6% 7.1% 49.9% 51.6% 84.8% 86.4% n.a. 5.9x 5.5x 11.7x 10.7x Nexi $8,350 $15,006 2.1% 5.6% 6.3% 52.1% 53.1% 74.2% 76.4% 3.6x 4.1x 3.9x 7.9x 7.4x Worldline $3,525 $6,638 5.6% 2.3% 5.0% 24.1% 24.2% 66.6% 65.7% 1.6x 1.3x 1.3x 5.5x 5.4x Repay Holdings $1,035 $1,366 6.2% 7.3% 8.2% 42.7% 43.9% 62.9% 69.7% 2.5x 4.6x 4.3x 10.8x 9.8x Paysafe $1,020 $3,319 7.0% 6.0% 7.6% 28.6% 28.2% 77.8% 77.7% 5.2x 2.1x 2.0x 7.2x 6.9x i3 Verticals $552 $1,021 14.0% 7.2% 7.8% 27.4% 28.7% 83.5% 83.6% 3.6x 2.7x 2.5x 9.9x 8.8x Average 7.0% 5.8% 7.0% 37.5% 38.3% 75.0% 76.6% 3.3x 3.5x 3.2x 8.9x 8.2x Median 6.6% 6.3% 7.4% 35.7% 36.3% 76.0% 77.0% 3.6x 3.4x 3.2x 8.9x 8.1x Total Average 17.1% 13.6% 12.9% 36.8% 38.0% 81.1% 81.7% 3.2x 6.3x 5.4x 16.8x 13.5x Total Median 10.6% 7.2% 8.0% 36.9% 36.3% 84.1% 84.9% 3.1x 5.0x 4.3x 11.3x 9.4x Nuvei—Unaffected 5 Management (Excl. Interest Rev.)6 $3,257 $4,422 10.7%8 10.2%8 15.1% 35.8%8 34.3% 87.3% 82.5% 2.6x8 3.5x8 3.2x 9.8x8 9.3x Management (Incl. Interest Rev.) 7 $3,257 $4,422 n/a9 10.6%8,10 14.7% 36.1%8 34.9% 87.4% 83.0% 2.5x8 3.5x8 3.2x 9.7x8 9.1x Street $3,257 $4,422 41.1% 15.2% 15.7% 36.8% 36.3% 87.4% 86.4% 2.6x 3.7x 3.2x 10.1x 8.9x Sources: Company Disclosures, Capital IQ, Research Reports. revenue and EBITDA figures include Till’s contribution. Cash balance is pro forma for Till acquisition cost of US$30M. Note: Priced as of March 28, 2024. All figures are in US$ unless otherwise noted. Capitalization of leases on an as-reported basis. 6. Excludes interest revenue from segregated funds. 17 1. Pro-forma adjustments made to be on an organic basis where applicable. 7. Includes interest revenue from segregated funds. 2. Defined as (EBITDA – CapEx) / EBITDA. 8. Includes pro forma adjustments for Paya and Till to revenue and EBITDA (2022 – 2023). 3. High growth peers defined as companies with over 20% CY2023E revenue growth per street estimates. 9. Pro forma impact of interest revenue from segregated funds in 2022 not quantified. 4. Using net revenue adjusted for costs associated with Transactional and Bitcoin revenue. 10. Pro forma for total interest revenue from segregated funds earned in 2023 of $7M. Accounting policy was implemented in 5. Unaffected date as of March 15, 2024. Pro forma revenue and EBITDA adjustments not applied to street figures. Nuvei Q4’23.


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Privileged and Confidential Appendix: Nuvei Management Forecast


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Privileged and Confidential Nuvei Management Forecast Overview Nuvei management developed a 5-year financial forecast (the “Nuvei Management Forecast”) which involved updating their previously prepared 2024 budget and extending it through the end of 2028 The Nuvei Management Forecast was approved by Nuvei for TD Securities’ use and reliance in connection with the Valuation and Fairness Opinion Key forecast assumptions are summarized below: 2024E is based on management’s current budget, reflecting the acquisition of Till General Growth assumptions are by channel (Global Commerce, B2B, Government & ISV and SMB) Costs determined on a consolidated basis (margin by channel is not actively tracked) â Global Commerce: expected 2023-28 CAGR of 19% B2B, Government & ISV: expected 2023-28 CAGR of 24% Revenue SMB: expected 2023-28 CAGR of -3% Consolidated: expected 2023-28 CAGR of 16%—Public guidance of 15-20% Interest Interest revenue from segregated funds decreases from $14M in 2024 to $6M by 2028 Revenue from Starting Q4’23, an accounting policy was implemented to include interest revenue from segregated funds in revenue (correspondingly, Adjusted EBITDA) Seg. Funds Unless otherwise noted, references contained in this presentation to “revenue” and “Adjusted EBITDA” exclude interest revenue from segregated funds Processing costs expected to increase gradually as a % of revenue, impacted by a customer mix shifting towards enterprise customers (from 18% in 2023 to Cost of 22% of revenue by 2028) Revenue Other COGS are estimated at 0.5% of revenue, in-line with historical levels Gross margin decreases from 81% in 2023 to 77% in 2028 Commissions are mainly related to the B2B and SMB businesses and are expected to slightly increase as a % of channel revenue Employee compensation is based on headcount and salary projections, with elevated near-term hiring to support growth plan SG&A Other OpEx includes IT spend, professional fees, and travel expenses Adjusted EBITDA margin increases from 37% in 2023 to 44% in 2028 Public long-term target of 50% EBITDA margin Acquisitions Includes contribution of Paya, Till, and expected synergies Share-based payments elevated in the near-term due to expense recognition on historical grants; thereafter, normalizes to a level in-line with peers Capex intensity of 6% of revenue per annum—Public guidance of 4-6% of revenue Other Working capital consistent with historical ratios Corporate tax rate of 25% Source: Nuvei Management Forecast. 19


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Privileged and Confidential Nuvei Management Forecast Summary Revenue & YoY Growth Adjusted EBITDA3 & Margin ‘19A – ‘23A CAGR: 48.2% ‘23A – ‘28E CAGR: 15.7% ‘19A – ‘23A CAGR: 49.4% ‘23A – ‘28E CAGR: 19.9% 92.6% 43% 44% 42% 41% 44% 37% 37% 39% 53.1% 40.7% 35% 34% 16.4% 16.6% 15.1% 15.7% 15.5% 15.6% 61.0% 1 17.0% 9.0% $877 $1,078 $717 $2,461 $584 $434 $474 $2,128 $317 $351 $1,843 $163 $1,384 $1,593 $87 $1,187 $376 $725 $843 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E $246 Adj. EBITDA Adj. EBITDA Margin 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E Revenue Organic YoY Growth (Mgmt Defined)2 Share-Based Compensation (Excluded from Adjusted EBITDA) YoY Growth $1 $10 $55 $139 $135 $117 $95 $97 $106 $116 Capex & Capex Intensity Simple Free Cash flow (“FCF”)5 5.7% 6.0% 6.0% 6.0% 6.0% 6.0% ‘19A – ‘23A CAGR: 49.4% ‘23A – ‘28E CAGR: 19.6% 4.7% 4.6% 4.2% 89% 91% 3.7% 88% 86% 87% 86% 84% 85% 86% 83% $148 $96 $111 $128 $935 $83 $756 $614 $48 $55 $382 $405 $498 $27 $77 $290 $303 $10 $18 $145 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2019A 2020A 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E Capex 4 Simple FCF Simple FCF Conversion6 Capex Intensity Sources: Company Filings, Nuvei Management Forecast. 3. Adjusted EBITDA excludes Share-Based Compensation. Note: All figures in US$ millions. Nuvei fiscal year ending December 31. 4. Calculated as Capex divided by Revenue. 20 Note: Figures exclude interest revenue from segregated funds except Simple FCF calculation. 5. Calculated as Adjusted EBITDA including interest revenue from segregated funds less Capex. No retrospective adjustment for 1. Figure is not in constant currency as constant currency figure was not reported. interest revenue for periods preceding Q4’23 has been applied. 2. Non-IFRS measure as reported in filings. 6. Calculated as a percentage of Adjusted EBITDA including interest revenue from segregated funds.


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Privileged and Confidential Selected Publicly Traded Companies Analysis | Revenue CY2023E Revenue (US$M) 1 High Growth Peers Low Growth Peers $8,920 $8,671 $4,979 Total: $1,256 $3,631 $1,756 $1,601 $692 $650 $1,043 $246 $320 $297 $376 Nuvei Nuvei (Manag ment) 1 Nuvei1 Nuvei1 2 DLocal Shift4 Payments Global Payments Nexi W Repay Holdings Global B2B, Gov’t SMB Commerce & ISV CY2024E Revenue Growth Total: 10.2% 42% 19% 23% 25% 13% 10% 7% 6% 6% 7% 7% 2% (4%) Nuvei (Management) Block Adyen DLocal Shift4 Payments Global Payments Nexi Worldline Paysafe Repay Holdings i3 Verticals Nuvei1 Nuvei1 Nuvei1 Global B2B, Gov’t SMB Commerce & ISV CY2025E Revenue Growth Total: 15.1% 30% 25% 21% 20% 18% 14% 7% 6% 8% 8% 8% 5% (3%) Nuvei (Management) Block Adyen DLocal Shift4 Payments Global Payments Nexi Worldline Paysafe Repay Holdings i3 Verticals Nuvei 1 Nuvei1 Nuvei1 Global B2B, Gov’t SMB Commerce & ISV Sources: Capital IQ and research reports. Note: All figures are in US$ unless otherwise noted. 21 1. Figures exclude interest revenue from segregated funds. 2023 figures are on a pro forma basis. 2. Net revenue adjusted for costs associated with Transactional and Bitcoin revenue.


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Privileged and Confidential Selected Publicly Traded Companies Analysis | EBITDA CY2023E EBITDA Margin 1 High Growth Peers Low Growth Peers 50% 52% 46% 46% 36% 43% 31% 29% 24% 27% 20% Nuvei Block Adyen DLocal Shift4 Payments Global Payments Nexi Worldline Paysafe (Management) Nuvei1 CY2024E EBITDA Margin 52% 53% 48% 48% 44% 34% 29% 26% 28% 29% 24% Nuvei Block Adyen DLocal Shift4 Payments Global Payments Nexi Worldline Paysafe (Management) 1 Nuvei CY2025E EBITDA Margin 52% 52% 54% 50% 45% 37% 32% 29% 30% 27% 25% Nuvei (Management) Block Adyen DLocal Shift4 Payments Global Payments Nexi Worldline Paysafe Repay Holdings Nuvei1 Sources: Capital IQ and research reports. Note: All figures are in US$ unless otherwise noted. 22 1. Nuvei figures exclude interest revenue from segregated funds. 2023 figures are on a pro forma basis.


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Privileged and Confidential Selected Publicly Traded Companies Analysis | Other CY2023E CapEx as % of Revenue and FCF Conversion %1 High Growth Peers Low Growth Peers 87% 92% 91% 91% 88% 85% 74% 67% 78% 63% 83% 15% 16% 5% 6% 6% 7% 8% 5% 2% 3% 1% Nuvei2 CY2024E CapEx as % of Revenue and FCF Conversion %1 83% 91% 89% 92% 86% 86% 76% 66% 78% 70% 84% 12% 13% 6% 5% 6% 7% 7% 8% 5% 2% 1% Nuvei2 CY2023E Stock-Based Compensation as % of Revenue and as % of EBITDA 30% 77% n.a. n.a. 14% 5% n.a. 25% 7% 18% 28% 15% 11% 6% 6% 8% 8% 3 3 3% 3 2% n.a. n.a. n.a. Nuvei2 CY2024E Stock-Based Compensation as % of Revenue and as % of EBITDA 25% 56% n.a. n.a. 11% 4% n.a. 24% 6% 20% 26% 14% 8% 6% 9% 7% 3 3 5% 2% 3 2% n.a. n.a. n.a. Nuvei2 Sources: Capital IQ and research reports. 1. Includes capitalized R&D, where applicable. FCF conversion % defined as (EBITDA – CapEx) / EBITDA. 23 2. Based on reported figures for 2023 and Nuvei Management Forecast for 2024 and 2025. 3. Stock-based compensation estimates not available based on research reports.


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Privileged and Confidential Comparison to Research Analysts’ Consensus Nuvei Management Forecast vs. Consensus1 (In US$ millions) Fiscal Year Ending December 31st 2024E 2025E 2026E Revenue Nuvei Mgmt. Forecast2 $1,397 $1,602 $1,850 Street Estimates $1,370 $1,585 $1,824 Variance—% 2.0% 1.1% 1.4% Gross Profit Nuvei Mgmt. Forecast2 $1,122 $1,269 $1,454 Street Estimates $1,106 $1,281 $1,457 Variance—% 1.4% (0.9%) (0.2%) Implied Gross Profit Margin Nuvei Mgmt. Forecast2 80.3% 79.2% 78.6% Street Estimates 80.7% 80.8% 79.9% Variance—% (0.4%) (1.6%) (1.3%) Includes (~$5M) negative contribution from Till3 Adj. EBITDA Nuvei Mgmt. Forecast2 $488 $594 $725 Street Estimates $498 $597 $716 Variance—% (2.0%) (0.6%) 1.3% Includes approx. negative 140 bps impact on implied adj. Implied Adj. EBITDA Margin EBITDA margin from Till3 Nuvei Mgmt. Forecast2 34.9% 37.0% 39.2% Street Estimates 36.3% 37.7% 39.2% Variance—% (1.4%) (0.6%) (0.1%) Capex Nuvei Mgmt. Forecast ($83) ($96) ($111) Street Estimates ($68) ($74) ($83) Variance—% 22.9% 28.9% 33.6% Sources: Nuvei Management Forecast, Research Analyst Reports. Note: Research Analysts’ consensus includes Canaccord, Scotiabank, Barclays, CIBC, Wolfe Research, JP Morgan, National Bank, Seaport, BMO, Wells Fargo, RBC, Bank of America, Raymond James, UBS, Citi, and William Blair. Average excludes 24 Autonomous, Goldman Sachs, and KBW given detailed research reports are unavailable. Nuvei fiscal year ends in December. 1. Estimates as of unaffected date of March 15, 2024. 2. Includes interest revenue from segregated funds. 3. Till’s 2024E EBITDA contribution of ($7.8M) and expected synergies of $2.5M.


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Privileged and Confidential Appendix: Indications of Value Support


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Privileged and Confidential WACC Analysis Low Leverage High Leverage Low – High Low – High Capital Structure % Debt 10.0% 30.0% % Equity 90.0% 70.0% Corporate Tax Rate 25.0% 25.0% Unlevered Beta 1.40 – 1.60 1.40 – 1.60 Levered Beta 1.52 – 1.73 1.85 – 2.11 Cost of Equity—Ke Yield on 10 Year US Bond 4.2% 4.2% Market Risk Premium1 7.2% 7.2% Size Premium2 0.7% 0.7% Cost of Equity—Ke 15.8% – 17.3% 18.2% – 20.1% Cost of Debt—Kd Yield on 10 Year US Bond 4.2% 4.2% Selected Spread over Bonds 3.3% 4.3% Pre-Tax Cost of Debt—Kd 7.5% 8.5% WACC 14.8% – 16.2% 14.6% – 16.0% Selected Range 14.5% 15.5% Sources: Bloomberg, Company Filings, S&P Capital IQ. Note: Market data as of March 28, 2024. 26 1. 2023 Kroll U.S. market risk premium. 2. 2023 Kroll mid-cap size premium.


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Privileged and Confidential Selected Publicly Traded Companies Beta Analysis In US$M, unless otherwise specified Market Enterprise Levered Beta 1 Net Debt / Capitalization Unlevered Beta R Squared Avg. Daily Volume (000s) Comparables Cap Value 1 Yr 2 Yr 5 Yr 1 Yr Avg 2 Yr Avg 5 Yr Avg 1 Yr 2 Yr 5 Yr 1 Yr 2 Yr 5 Yr 1 Yr 2 Yr 5 Yr High Growth Peers 2 Adyen $52,663 $44,027 nmf 1.96 1.26 (29.4%) (22.5%) (13.1%) nmf 2.27 1.37 nmf 0.38 0.28 95 94 92 Block $52,267 $51,369 2.68 2.07 1.92 (1.6%) (0.3%) (0.3%) 2.72 2.08 1.92 0.59 0.58 0.51 11,264 13,345 11,828 Dlocal $4,479 $3,943 0.53 1.41 n/a (14.6%) (11.2%) n/a 0.59 1.54 n/a 0.00 0.15 n/a 1,601 1,832 n/a Shift4 Payments $4,275 $5,723 1.85 1.49 n/a 21.7% 22.7% n/a 1.52 1.21 n/a 0.34 0.30 n/a 1,321 1,221 n/a Average $28,421 $26,265 1.69 1.73 1.59 (6.0%) (2.8%) (6.7%) 1.61 1.77 1.65 0.31 0.35 0.39 3,570 4,123 5,960 Median $28,373 $24,875 1.85 1.72 1.59 (8.1%) (5.7%) (6.7%) 1.52 1.81 1.65 0.34 0.34 0.39 1,461 1,526 5,960 Low Growth Peers Global Payments $34,838 $50,826 0.99 1.20 1.22 34.6% 30.6% 21.3% 0.70 0.89 1.01 0.17 0.41 0.49 2,106 2,052 2,005 Nexi $8,350 $15,006 0.84 1.08 n/a 49.1% 44.5% n/a 0.49 0.68 n/a 0.07 0.25 n/a 4,133 3,616 n/a Worldline $3,525 $6,638 1.24 1.30 1.04 20.1% 20.2% 14.0% 1.05 1.09 0.92 0.08 0.18 0.24 1,263 975 810 Repay Holdings $1,035 $1,366 1.38 1.41 n/a 32.2% 31.2% n/a 1.00 1.04 n/a 0.18 0.23 n/a 684 748 n/a Paysafe $1,020 $3,319 1.50 1.66 n/a 74.9% 69.1% n/a 0.45 0.60 n/a 0.14 0.31 n/a 482 466 n/a i3 Verticals $552 $1,021 1.38 1.00 1.32 39.3% 36.8% 28.1% 0.92 0.68 1.01 0.29 0.21 0.34 168 161 171 Average $8,220 $13,029 1.22 1.28 1.19 41.7% 38.7% 21.1% 0.77 0.83 0.98 0.15 0.27 0.36 1,473 1,336 995 Median $2,280 $4,978 1.31 1.25 1.22 37.0% 34.0% 21.3% 0.81 0.79 1.01 0.15 0.24 0.34 974 861 810 Total Average $16,300 $18,324 1.38 1.46 1.35 22.6% 22.1% 10.0% 1.05 1.21 1.25 0.21 0.30 0.37 2,312 2,451 2,981 Total Median $4,377 $6,180 1.38 1.41 1.26 26.9% 26.7% 14.0% 0.92 1.07 1.01 0.17 0.28 0.34 1,292 1,098 810 Nuvei (Unaffected) 3,4 $3,257 $4,422 2.14 1.59 n/a 24.0% 9.5% n/a 1.73 1.48 n/a 0.20 0.26 n/a 1,197 1,047 n/a Selected Range 10% to 30% 1.40 to 1.60 Sources: Bloomberg, Company Filings, S&P Capital IQ. Note: Market data as of March 28, 2024. 27 1. Levered beta based on adjusted weekly beta per Bloomberg for the 1-year, 2-year and 5-year period as of March 28, 2024. 2. High growth peers defined as companies with over 20% CY2023E revenue growth per street estimates. 3. Average daily volume includes trading volume from all exchanges and marketplaces in the U.S. and Canada. 4. Unaffected date as of March 15, 2024.


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Privileged and Confidential Nuvei Management Forecast Summary Actual Forecast CAGR US$M FY22A FY23A FY24E FY25E FY26E FY27E FY28E ‘23A—‘28E Forecast Summary Global Commerce $604 $691 $783 $943 $1,137 $1,370 $1,644 18.9% B2B, Government & ISV $4 $190 $292 $350 $420 $485 $557 24.0% SMB $235 $306 $308 $299 $286 $273 $261 (3.2%) Revenue $843 $1,187 $1,384 $1,593 $1,843 $2,128 $2,461 15.7% Growth % 16.4% 40.7% 16.6% 15.1% 15.7% 15.5% 15.6% Interest Revenue from Seg. Funds n/a $31 $14 $9 $8 $7 $6 Revenue (Incl. Interest Revenue from Seg. Funds) $843 $1,190 $1,397 $1,602 $1,850 $2,135 $2,467 15.7% (+) Pro Forma Paya Revenue (Jan-Feb ‘23) n/a $37 — — -(+) Pro Forma Till Revenue (Jan-Dec ‘23) n/a $322 — ——Pro Forma Revenue n/a $1,256 $1,384 $1,593 $1,843 $2,128 $2,461 14.4% Pro Forma Growth % n/a n/a 10.2% 15.1% 15.7% 15.5% 15.6% Interest Revenue from Seg. Funds n/a $31 $14 $9 $8 $7 $6 (+) Pro Forma Interest Revenue from Seg. Funds (Jan-Sept ‘23) n/a $4 — ——Pro Forma Revenue (Incl. Interest Revenue from Seg. Funds) n/a $1,263 $1,397 $1,602 $1,850 $2,135 $2,467 14.3% Processing Costs and COGS ($171) ($223) ($275) ($333) ($396) ($471) ($558) Commissions ($113) ($222) ($279) ($299) ($333) ($363) ($386) Employee Compensation ($155) ($204) ($235) ($253) ($269) ($286) ($304) Other OpEx ($52) ($103) ($120) ($123) ($127) ($131) ($136) Adjusted EBITDA $351 $434 $474 $584 $717 $877 $1,078 19.9% Margin % 42% 37% 34% 37% 39% 41% 44% 1 Interest Revenue from Seg. Funds n/a $3 $14 $9 $8 $7 $6 Adjusted EBITDA (Incl. Interest Revenue from Seg. Funds) $351 $437 $488 $594 $725 $884 $1,083 19.9% (+) Pro Forma Paya EBITDA (Jan-Feb ‘23) n/a $103 — — -(+) Pro Forma Paya Cost Synergies (Adj. to Run Rate) n/a $54 — ——Pro Forma Adj. EBITDA n/a $449 $474 $584 $717 $877 $1,078 19.1% Pro Forma Margin % n/a 36% 34% 37% 39% 41% 44% Interest Revenue from Seg. Funds n/a $31 $14 $9 $8 $7 $6 (+) Pro Forma Interest Revenue from Seg. Funds (Jan-Sept ‘23) n/a $4 — ——Pro Forma Adj. EBITDA (Incl. Interest Revenue from Seg. Funds) n/a $457 $488 $594 $725 $884 $1,083 18.9% Other Cash Flow Items Capex $48 $55 $83 $96 $111 $128 $148 % Revenue5 5.7% 4.6% 6.0% 6.0% 6.0% 6.0% 6.0% Share Based Comp. $139 $135 $117 $95 $97 $106 $116 % Revenue5 16.5% 11.3% 8.5% 5.9% 5.2% 5.0% 4.7% Commission Buyouts n/a n/a—$25 $30 $35 $40 Change in NWC ($11) ($12) ($25) ($33) ($39) ($45) ($49) 1. Accounting policy change in Q4’23 to include interest revenue from segregated funds in revenue and Adjusted EBITDA. 2. $28M of revenue per Company Management, with update in March 2024 to $32M. 28 3. $10M adjustment assumes management’s pro forma 2023 revenue adjustment of ~$40M achieves a 26% Adjusted EBITDA margin per Company management. 4. $5M adjustment for expected Paya run-rate synergies, calculated as expected run-rate synergies less 2023 realized synergies per Company management. 5. Calculated as a percentage of revenue excluding interest revenue from segregated funds.


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Privileged and Confidential Appendix: Capital Markets Update


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Privileged and Confidential Share Price Performance Nuvei Share Price Performance Since IPO1 $140 (7-Sep-21): Current Price: US$$31.62 25.0 Announced the Unaffected Price: US$21.76 acquisition of 52-Week High: $43.81 Paymentez for (6-Oct-21): U.S. IPO priced 52-Week Low: $13.32 ~US$25M (6-May-21): at US$123; Nuvei shares Avg. Daily Vol: 700K $120 Announced the begin trading on Nasdaq acquisition of Simplex for ~US$291M4 20.0 (16-Apr-21): Announced the (8-Dec-21): Publication (18-Apr-23): Publication $100 acquisition of Mazooma of short seller report of a second short seller for ~US$55M3 from Spruce Point report from Spruce Point Capital targeting Nuvei Capital targeting Nuvei 15.0 $80 (1-Dec-20): $ ) Announced the (US acquisition of Base Commerce (9-Jan-23): Announced (16-Mar-24): 2 the acquisition of Paya News reports of for ~US$93M Volume Price $60 for ~US$1.4B5 potential (in privatization of 10.0M) Share Nuvei by Advent $40 5.0 $20 (17-Sep-20): IPO on the TSX at US$26 per share – – Sep-20 Mar-21 Sep-21 Mar-22 Sep-22 Mar-23 Sep-23 Mar-24 Volume 6 Price Avg. Target Price Key Developments Earnings Release Sources: Capital IQ, Press Releases. 5. Final total consideration paid of ~US$1.4B, including ~US$10M in replacement share-based awards considered part of the Note: Market data as of March 28, 2024 and per Nasdaq unless otherwise noted. Unaffected date as of March 15, 2024. consideration transferred. 30 1. IPO date of September 17, 2020. Prior to US listing on Nasdaq, TSX data presented converted at the daily FX rate (USD/CAD). 6. Daily volume is based on all exchanges and marketplaces in the U.S. and Canada. 2. Final total consideration of ~US$90M paid in cash and a contingent consideration of ~US$3M. 3. Final total consideration of ~US$55M, ~US$43M paid in cash and ~US$11M paid through the issuance of subordinate voting shares. Purchase price also includes a contingent consideration of up to ~US$317M. 4. Final total cash consideration of ~US$291M, including ~US$41M related to working capital and closing adjustments.


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Privileged and Confidential Historical Trading Relative Share Price Performance | Since Nuvei IPO1 500% Change in Share Price Since IPO L3Y L2Y LTM NASDAQ Composite 50.1% 24.7% 14.1% 39.8% 400% High Growth Peers (3.7%) (33.4%) (23.6%) 10.1% Low Growth Peers (53.5%) (51.8%) (36.5%) 4.2% 300% Nuvei (Current) 3 24.8% (41.0%) (51.6%) (24.3%) Nuvei (Unaffected) 3,4 (14.1%) (64.4%) (59.7%) (47.3%) 200% 100% 50.1% 24.8% – (3.7%) (53.5%) (100%) Sep-20 Mar-21 Sep-21 Mar-22 Sep-22 Mar-23 Sep-23 Mar-24 EV / NTM EBITDA | Since Nuvei IPO1,2 60.0x Average Multiples Since IPO L3Y L2Y LTM 50.0x High Growth Peers 5 nmf nmf 24.4x 19.4x Low Growth Peers 12.4x 11.3x 9.1x 8.0x Nuvei (Current) 3 20.6x 17.9x 10.3x 9.3x 40.0x Nuvei (Unaffected) 3,4 20.7x 18.0x 10.3x 9.2x 30.0x 21.6x 20.0x 11.9x 10.0x 8.2x – Sep-20 Mar-21 Sep-21 Mar-22 Sep-22 Mar-23 Sep-23 Mar-24 Source: Capital IQ. Note: Market data as of March 28, 2024. 31 1. IPO date of September 17, 2020. 2. EV / NTM EBITDA multiples per Capital IQ and not adjusted for acquisitions. 3. Based on TSX trading to capture trading prior to U.S. IPO in October 2021. 4. Unaffected date as of March 15, 2024. 5. EV / NTM EBITDA multiples for High Growth peers are not meaningful prior to December 2021. 


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Privileged and Confidential Analyst Views Overview of Target Prices (in US$)1 Analyst Recommendations $40 2 $33 $35 $34 $34 $32 $32 $32 Avg. Target Price: Hold $31 $30 $30 $30 $30 $30 $31.11 3 $29 $29 $28 $27 $27 Unaffected Price: $21.76 Buy 16 Key Themes Analyst Perspectives “The midpoint of 2024 revenue and adjusted EBITDA guidance was below expectations but the high end of guidance bracketed the Street estimates. Encouragingly, management affirmed prior goals of exiting 2024 within its medium-term targeted revenue growth rate of 15%-20%. Our estimates remain under review, but the midpoint is about 6% below our adjusted EBITDA estimate of $524 million.” – William Blair (Mar. 6, 2024) Management’s FY2024 Outlook “Given current valuation/sentiment, we think this morning’s pull back in shares is overdone. That said, there were a couple of pieces to unpack in NVEI’s initial ’24 guide. […] Management emphasized prudence embedded in initial ’24 outlook, which should be welcomed by investors, and organic growth should accelerate throughout ’24.” – BofA (Mar. 6, 2024) “Nuvei delivered strong Q4 results, with volumes, revenues, gross profit, and adj. EBITDA all coming ahead of Street (VA). All three sales channels, Global Commerce, B2B, Government & ISV, and SMB contributed to growth in Q4 (with SMB growing 2% YoY vs. negative in Q1-Q3 Q4 Results Slightly 2023).” – UBS (Mar. 6, 2024) Ahead of Estimates “The positives of Q4 were modestly stronger metrics (e.g., TPV, revenues, EBITDA, net income) vs. Street estimates” – Barclays (Mar. 5, 2024) “According to its website, Till has over 150 employees with a presence across 5 countries including the United States and Australia, and we believe complements the Paya business.” – William Blair (Mar. 6, 2024) Acquisition of Till Payments “Till was likely attractive to NVEI due to Till’s technology, client list and staff – the acquisition was not solely driven by a single technical asset (e.g., patent, brand name) or client Rolodex.” – Barclays (Mar. 6, 2024) Sources: Bloomberg, Research Reports. Note: Market data as of unaffected date of March 15, 2024. 32 1. William Blair does not publish a target price. 2. Denotes revised target price since March 15, 2024.


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