Payoneer Global (PAYO) Proxy filing summary

Executive summary

• A merger is proposed where Payoneer will be acquired by Nuvei Parent, with Payoneer becoming a wholly owned subsidiary and ceasing to be publicly traded.

• Each Payoneer share will be converted into the right to receive $7.40 in cash, representing a 44% premium to the pre-announcement trading price.

• The merger is subject to approval by a majority of Payoneer shareholders and satisfaction of regulatory and customary closing conditions.

• The board of directors of both companies unanimously approved the merger and recommend shareholders vote in favor.

• Qatalyst Partners provided a fairness opinion supporting the financial terms of the merger.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• The board recommends voting FOR all proposals.

• Failure to vote or abstentions will have the same effect as a vote against the merger proposal.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including outreach to multiple potential acquirers.

• The board considered the premium, certainty of value, and market check in its recommendation.

• The merger agreement includes customary representations, warranties, and covenants.