MONTREAL, June 9, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, announces today the appointment of Laura Miller to a newly created role of Chief Revenue Officer and Global Head of eCommerce, reporting directly to Nuvei President Yuval Ziv.

An inspirational leader in the financial services industry with a proven track record of delivering success at the highest level, Miller joins Nuvei immediately to spearhead the company’s global commercial strategy across many of its key high growth target verticals. Her primary responsibilities will include developing Nuvei’s strengthening relationships with the leading enterprises in global eCommerce, as well as heading up its eCommerce commercial organization in North America, Europe, MEA, APAC and LATAM.

Miller joins at an exciting time for Nuvei as the company continues to demonstrate its enhanced proposition across diversified use cases in global eCommerce, B2B, ISV and Government. Recent Nuvei large enterprise commercial wins include Radisson Hotel Group, Sabre, Virgin Atlantic, Cart.com, and Shein.

Miller commented on the announcement: “I am thrilled to be joining Nuvei at such an important moment. The company is establishing great momentum with many of the world’s most significant eCommerce businesses, and I am eager to support accelerating its growth further. Nuvei is uniquely positioned to enable global businesses to scale internationally while optimizing their payments in regional markets, so I am looking forward to leveraging my experience working with many leading enterprise businesses as we go on this journey.”

Miller brings almost 25 years of expertise in strategic planning, sales leadership, and business development within the payments industry. Her deep understanding of the payments ecosystem will support Nuvei’s mission to provide innovative payment solutions that are tailored to the unique needs of global businesses and built to accelerate eCommerce growth.

Prior to joining Nuvei, Miller held prominent positions at several leading, global financial institutions. Most recently, she served as President, JPMorgan Merchant Services, overseeing the bank’s commercial relationships with its largest global customers. Before joining JPMorgan Chase & Co., Miller held senior leadership positions at American Express, where she played a key role in driving sales growth and client management in the commercial card segment. Throughout her esteemed career, Laura has demonstrated expertise in leading large sales organizations, implementing sales strategies, and expanding client relationships.

“We are excited to welcome Laura to the Nuvei team,” commented Nuvei’s President Yuval Ziv. “Laura is a highly skilled and experienced leader with a deep understanding of the payments industry. She is also a strong advocate for businesses and has a proven track record of success in helping them accelerate growth which matches our mission at Nuvei. I have every confidence that Laura will be a key contributor to helping Nuvei achieve our ambitious goals.”

‍About Nuvei  

‍Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 47+ markets, 150 currencies and more than 600 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

‍Contact:  Public Relations

‍alex.hammond@nuvei.com

‍Investor Relations

‍IR@nuvei.com

MONTREAL, May 31, 2021 – Nuvei Corporation (“Nuvei” or the “Company”) (TSX: NVEI and NVEI.U) today announced that shareholders voted in favour of all items of business put forth by the Company at its annual shareholders’ meeting held on May 28, 2021 (the “Meeting”).

Voting Results of the Meeting

1. Election of Directors

The five (5) nominees for directors were elected by a majority of the votes cast by the shareholders present or represented by proxy at the Meeting. The votes cast for each nominee were as follows:

NomineesVotes ForPercentage of Votes ForVotes WithheldPercentage of Votes Withheld(a)    Philip Fayer855,927,75999.98%195,6990.02%(b)    Michael Hanley854,984,76499.87%1,138,3100.13%(c)     David Lewin855,785,02399.96%338,0510.04%(d)    Daniela Mielke856,088,12299.99%34,9520.01%(e)    Pascal Tremblay855,451,94199.92%671,1330.08%

2. Appointment of Auditors

PricewaterhouseCoopers LLP, chartered accountants, were appointed as auditors of the Company by a majority of the votes cast by the shareholders present or represented by proxy at the Meeting. The votes cast were as follows:

Votes ForPercentage of Votes ForVotes WithheldPercentage of Votes Withheld859,234,53199.99%18,4870.01%

Final voting results on all matters voted at the Meeting are available on SEDAR at www.sedar.com.

Appointment of Lindsay Matthews as General Counsel and Corporate Secretary

Nuvei announced that Lindsay Matthews will be joining its management team as General Counsel and Corporate Secretary effective today, May 31, 2021.

Ms. Matthews has over 23 years of broad legal experience in corporate, securities and commercial law, as well as in M&A and corporate governance, both as in-house counsel and in private practice. She was most recently Vice-President, General Counsel and Corporate Secretary of Gildan Activewear Inc., where she led the global legal team since 2010. Prior to joining Gildan in 2004, Ms. Matthews practised corporate and securities law at Ogilvy Renault (now Norton Rose Fulbright). Ms. Matthews holds a B.C.L. and LL.B. from the McGill University Faculty of Law as well as a B.A. from Northwestern University.

About Nuvei

We are Nuvei (TSX: NVEI and NVEI.U), the global payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform provides seamless pay-in and payout capabilities, connecting merchants with their customers in 200 markets worldwide with local acquiring in 44 markets. With support for over 470 local and alternative payment methods, nearly 150 currencies and 40 cryptocurrencies, merchants can capture every payment opportunity that comes their way. Our purpose is to make our world a local marketplace. For more information, visit www.nuvei.com.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s 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 those described under the “Risks Factors” section of the Company’s annual information form filed on March 17, 2021. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake 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.

Contact:

Investors
Anthony Gerstein
Vice President, Head of Investor Relations
agerstein@nuvei.com

MONTREAL, NOVEMBER 12, 2024 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three and nine months ended September 30, 2024.

“We are pleased to report third quarter financial results that underscore the rapid scaling of our business, with total volume increasing 27% and revenue higher by 17% year-over-year, setting us up well to achieve our targeted growth in the quarters and years ahead as we deliver more differentiated value across our global payment solutions platform,” said Philip Fayer, Nuvei Chair and CEO. “Our business remains highly profitable, with third quarter margins reflecting opportunistic investments to expand our global footprint. As we look to finalize our pending take-private, we are already executing on a highly compelling value creation plan, and we have initiated the process of adding 300-plus new roles across our product, technology, and commercial teams,” concluded Fayer.

Financial Highlights for the Three Months Ended September 30, 2024 Compared to 2023:

• Total volume(a) increased by 27% to $61.3 billion from $48.2 billion;
• Revenue increased by  17% to $357.6 million from $304.9 million;
• Net income increased to $17.2 million from a net loss of  $18.1 million;
• Adjusted EBITDA(b) decreased by 2% to $108.8 million from $110.7 million;
• Adjusted net income(b) decreased by 8% to $52.3 million from $56.8 million;
• Net income per diluted share increased to $0.10 from a net loss per diluted share of  $0.14;
• Adjusted net income per diluted share(b) decreased by 13% to $0.34 from $0.39;
• Adjusted EBITDA less capital expenditures(b) decreased to $92.6 million from $97.5 million.

Financial Highlights for the Nine Months Ended September 30, 2024 Compared to 2023:

• Total volume(a) increased by 30% to $183.1 billion from $141.2 billion;
• Revenue increased 20% to $1,038.2 million from $868.4 million;
• Net income increased to $17.8 million from a net loss of  $14.8 million;
• Adjusted EBITDA(b) increased by 7% to $340.4 million from $317.3 million;
• Adjusted net income(b) decreased by 1% to $177.4 million from $179.3 million;
• Net income per diluted share increased to $0.08 from a net loss per diluted share of $0.14;
• Adjusted net income per diluted share(b) decreased by 4% to $1.16 from $1.21;
• Adjusted EBITDA less capital expenditures(b)increased by 4% to $288.0 million from $277.0 million; and,
• Cash dividends declared were $42.3 million.

(a) Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.

(b) Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

Proposed take private transaction

As previously announced, on April 1, 2024 the Company entered into a definitive arrangement agreement to be taken private by Advent International (“Advent”), one of the world’s largest and most experienced global private equity investors, as well as a longstanding sponsor in the payments space, alongside existing Canadian shareholders Philip Fayer, certain investment funds managed by Novacap Management Inc. and Caisse de dépôt et placement du Québec, in an all-cash transaction which values the Company at an enterprise value of approximately $6.3 billion (the “Proposed transaction”). Advent will acquire all the issued and outstanding Subordinate Voting Shares and any Multiple Voting Shares (collectively the “Shares”) that are not Rollover Shares , for a price of $34.00 per Share, in cash. This price represents an attractive and significant 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 concerning a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date.

The Proposed transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. The Proposed transaction was approved by shareholders at a special meeting held on June 18, 2024 and received court approval on June 20, 2024. The Proposed transaction remains subject to customary closing conditions, including receipt of key regulatory approvals (a majority of which were received and/or for which the waiting period has expired as of the date hereof, with a limited number of approvals remaining outstanding), is not subject to any financing condition and, assuming the timely receipt of all required key regulatory approvals, is expected to close in the fourth quarter of 2024.

Following completion of the transaction, it is expected that the Subordinate Voting Shares will be delisted from each of the Toronto Stock Exchange and the Nasdaq and that Nuvei will cease to be a reporting issuer in all applicable Canadian jurisdictions and will deregister the Subordinate Voting Shares with the U.S. Securities and Exchange Commission (the “SEC”).

Cash Dividend

Nuvei today announced that its Board of Directors has authorized and declared a cash dividend of $0.10 per Subordinate Voting Share and Multiple Voting Share, payable on December 12, 2024 to shareholders of record on November 26, 2024. The aggregate amount of the dividend is expected to be approximately $14 million, to be funded from the Company’s existing cash on hand. In accordance with the Plan of  arrangement, shareholders are entitled to dividends with a record date prior to the effective date of the Proposed transaction. Should the Proposed transaction be completed before the record date, the dividend will not be paid. Accordingly, payment of the dividend will be made on December 12, 2024 if the Proposed transaction is not completed prior to the record date of November 26, 2024.

The Company, for the purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation, designates the dividend declared for the quarter ended September 30, 2024, and any future dividends, to be eligible dividends. The Company further expects to report such dividends as a dividend to U.S. shareholders for U.S. federal income tax purposes. Subject to applicable limitations, dividends paid to certain non-corporate U.S. shareholders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains. A U.S. shareholder should talk to its advisor regarding such dividends, including with respect to the “extraordinary dividend” provisions of the Internal Revenue Code (US).

The declaration, timing, amount and payment of future dividends remain at the discretion of the Board of Directors, as more fully described under the heading “Forward-Looking Information” of this press release.

Conference Call, Financial Outlook and Growth Targets

In light of the Proposed transaction, Nuvei no longer holds earnings conference calls or provides a financial outlook or growth targets.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 720 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Non-IFRS and Other Financial Measures

Nuvei’s condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting, as issued by the IASB. The information presented in this press release includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA, Adjusted net income, Adjusted net income per basic share, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures and Total volume. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial statements reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance.

Non-IFRS Financial Measures

Adjusted EBITDA: We use Adjusted EBITDA as a means to evaluate operating performance, by eliminating the impact of non-operational or non-cash items. Adjusted EBITDA is defined as net income (loss) before finance costs (recovery), finance income, depreciation and amortization, income tax expense, acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, and legal settlement and other.

Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (which we define as acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance.

Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred financing fees and legal settlement and other.

Non-IFRS Financial Ratios

Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period, respectively. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Supplementary Financial Measures

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Total volume: We believe Total volume is an indicator of performance of our business. Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. We define Total volume as the total dollar value of transactions processed in the period by customers under contractual agreement with us. Total volume does not represent revenue earned by us. Total volume includes acquiring volume, where we are in the flow of funds in the settlement transaction cycle, gateway/technology volume, where we provide our gateway/technology services but are not in the flow of funds in the settlement transaction cycle, as well as the total dollar value of transactions processed relating to APMs and payouts. Since our revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for value-added services provided to our customers, fluctuations in Total volume will generally impact our revenue.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information may include, without limitation, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes, cost savings, synergies and benefits, including with respect to the acquisition of Paya, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, and expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions and expectations regarding our margins and future profitability, as well as statements regarding the Proposed transaction with Advent International L.P., alongside existing Canadian shareholders Philip Fayer, certain investment funds managed by Novacap Management Inc., and Caisse de dépôt et placement du Québec, including the proposed timing and various steps contemplated in respect of the transaction and statements regarding the plans, objectives, and intentions of Philip Fayer, certain investment funds managed by Novacap Management Inc., Caisse de dépôt et placement du Québec or Advent, are forward-looking information. Economic and geopolitical uncertainties, including regional conflicts and wars, including potential impacts of sanctions, may also heighten the impact of certain factors described herein.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, regarding, among other things, assumptions regarding foreign exchange rate, competition, political environment and economic performance of each region where the Company operates and general economic conditions and the competitive environment within our industry, including the following assumptions: (a) the Company will continue to effectively execute against its key strategic growth priorities, without any material adverse impact from macroeconomic or geopolitical headwinds on its or its customers' business, financial condition, financial performance, liquidity or any significant reduction in demand for its products and services, (b) the economic conditions in our core markets, geographies and verticals, including resulting consumer spending and employment, remaining at close to current levels, (c) assumptions as to foreign exchange rates and interest rates, including inflation, (d) the Company's continued ability to manage its growth effectively, (e) the Company's ability to continue to attract and retain key talent and personnel required to achieve its plans and strategies, including sales, marketing, support and product and technology operations, in each case both domestically and internationally, (f) the Company’s ability to successfully identify, complete, integrate and realize the expected benefits of past and recent acquisitions and manage the associated risks, as well as future acquisitions, (g) the absence of adverse changes in legislative or regulatory matters, (h) the Company’s continued ability to upskill and modify its compliance capabilities as regulations change or as the Company enters new markets or offers new products or services, (i) the Company’s continued ability to access liquidity and capital resources, including its ability to secure debt or equity financing on satisfactory terms, and (j) the absence of adverse changes in current tax laws. Unless otherwise indicated, forward-looking information does not give effect to the potential impact of any mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company's annual information form ("AIF") and the “Risk Factor’s” in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2024 (“MD&A”), such as: risks relating to our business, industry and overall economic uncertainty; the rapid developments and change in our industry; substantial competition both within our industry and from other payments providers; challenges implementing our growth strategy; challenges to expand our product portfolio and market reach; changes in foreign currency exchange rates, interest rates, consumer spending and other macroeconomic factors affecting our customers and our results of operations; challenges in expanding into new geographic regions internationally and continuing our growth within our markets; challenges in retaining existing customers, increasing sales to existing customers and attracting new customers; reliance on third-party partners to distribute some of our products and services; risks associated with future acquisitions, partnerships or joint-ventures; challenges related to economic and political conditions, business cycles and credit risks of our customers, such as wars like the Russia-Ukraine and Middle East conflicts and related economic sanctions; the occurrence of a natural disaster, a widespread health epidemic or pandemic or other similar events; history of net losses and additional significant investments in our business; our level of indebtedness; challenges to secure financing on favorable terms or at all; difficulty to maintain the same rate of revenue growth as our business matures and to evaluate our future prospects; inflation; challenges related to a significant number of our customers being small and medium businesses ("SMBs"); a certain degree of concentration in our customer base and customer sectors; compliance with the requirements of payment networks; reliance on, and compliance with, the requirements of acquiring banks and payment networks; challenges related to the reimbursement of chargebacks from our customers; financial liability related to the inability of our customers (merchants) to fulfill their requirements; our bank accounts being located in multiple territories and relying on banking partners to maintain those accounts; decline in the use of electronic payment methods; loss of key personnel or difficulties hiring qualified personnel; deterioration in relationships with our employees; impairment of a significant portion of intangible assets and goodwill; increasing fees from payment networks; misappropriation of end-user transaction funds by our employees; frauds by customers, their customers or others; coverage of our insurance policies; the degree of effectiveness of our risk management policies and procedures in mitigating our risk exposure; the integration of a variety of operating systems, software, hardware, web browsers and networks in our services; the costs and effects of pending and future litigation; various claims such as wrongful hiring of an employee from a competitor, wrongful use of confidential information of third parties by our employees, consultants or independent contractors or wrongful use of trade secrets by our employees of their former employers; deterioration in the quality of the products and services offered; managing our growth effectively; challenges from seasonal fluctuations on our operating results; changes in accounting standards; estimates and assumptions in the application of accounting policies; risks associated with less than full control rights of some of our subsidiaries and investments; challenges related to our holding company structure; impacts of climate change; development of AI and its integration in our operations, as well as risks relating to intellectual property and technology, risks related to data security incidents, including cyber-attacks, computer viruses, or otherwise which may result in a disruption of services or liability exposure; challenges regarding regulatory compliance in the jurisdictions in which we operate, due to complex, conflicting and evolving local laws and regulations and legal proceedings and risks relating to our Subordinate Voting Shares. [These risks and uncertainties further include (but are not limited to) as concerns the Proposed transaction with Advent, the failure of the parties to obtain the necessary regulatory approvals or to otherwise satisfy the conditions to the completion of the transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant transaction costs or unknown liabilities, failure to realize the expected benefits of the transaction, and general economic conditions. Failure to obtain the necessary regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all.] In addition, if the transaction is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Company may be required to pay a termination fee pursuant to the terms of the arrangement agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.

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

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Contact:

Investors

Chris Mammone, Head of Investor Relations

IR@nuvei.com

_{(a) These expenses relate to:}

_{(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities, including the expenses related to the Proposed transaction. For the three months and nine months ended September 30, 2024, these expenses were $2.4 million and $16.8 million ($3.4 million and $23.0 million for the three months and nine months ended September 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.}

_{(ii) acquisition-related compensation was $0.7 million and $2.4  million for the three months and nine months ended September 30, 2024 and $0.6 million and $3.5 million for the three months and nine months ended September 30, 2023. These costs are presented in the employee compensation line item of selling, general and administrative expenses.}

_{(iii) change in deferred purchase consideration for previously acquired businesses.  No amount was recognized for the three months and nine months ended September 30, 2024 and 2023. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.}

_{(iv) severance and integration expenses, which were $4.6 million and $5.1  million for the three months and nine months ended September 30, 2024 ($1.1 million and $10.6 million for three months and nine months ended September 30, 2023). These expenses are presented in selling, general and administrative expenses and cost of revenue.}

_{(b) These expenses are recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2024, the expenses consisted of non-cash share-based payments of $14.9 million and $65.3 million ($34.0 million and $105.5 million for the three months and nine months ended September 30, 2023), $0.5 million and $4.9 million for related payroll taxes ($0.1 million and $0.9 million for the three months and nine months ended September 30, 2023),}

_{(c) This primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses. For the nine months ended September 30, 2024, the gain consisted mainly of a gain on business combination of $4.0 million.}

_{(a) This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and resulting from a change in control of the Company.}

_{(b) These expenses relate to:}

_{(i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities, including the expenses related to the Proposed transaction. For the three months and nine months ended September 30, 2024, these expenses were $2.4 million and $16.8 million ($3.4 million and $23.0 million for the three months and nine months ended September 30, 2023). These costs are presented in the professional fees line item of selling, general and administrative expenses.}

_{(ii)   acquisition-related compensation was $0.7 million and $2.4  million for the three months and nine months ended September 30, 2024 and $0.6 million and $3.5 million for the three months and nine months ended September 30, 2023. These costs are presented in the employee compensation line item of selling, general and administrative expenses.}

_{(iii)  change in deferred purchase consideration for previously acquired businesses.  No amount was recognized for the three months and nine months ended September 30, 2024 and 2023. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.}

_{(iv)  severance and integration expenses, which were $4.6 million and $5.1 million for the three months and nine months ended September 30, 2024 ($1.1 million and $10.6 million for the three months and nine months ended September 30, 2023). These expenses are presented in selling, general and administrative expenses and cost of revenue.}  

_{(c) These expenses are recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2024, the expenses consisted of non-cash share-based payments of $14.9 million and $65.3 million ($34.0 million and $105.5 million for the three months and nine months ended September 30, 2023), $0.5 million and $4.9 million for related payroll taxes ($0.1 million and $0.9 million for the three months and nine months ended September 30, 2023).}

_{(d) This primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses. For the nine months ended September 30, 2024, the gain consisted mainly of a gain on business combination of $4.0 million.}

_{(e) This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.}

_{(f) The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.}

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MONTREAL, November 3, 2022 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three and nine months ended September 30, 2022.

“We are pleased with our results for the quarter, which exceeded the financial outlook previously provided. Results were driven by higher volumes and wallet share expansion as reflected in our constant currency volume growth of 38%, new client wins, our continued investment in technology and product offerings, and our geographic expansion,” said Philip Fayer, Nuvei’s Chair and CEO.

“We’re executing on our strategic initiatives and with the momentum we’re experiencing in the business year-to-date through October, we are increasing certain metrics as well as reaffirming the outlook for the full year 2022. We are also reiterating  our medium and long-term targets.”

Financial Highlights for the Three Months Ended September 30, 2022

• Total volume⁽¹⁾ increased 30% to $28.0 billion from $21.6 billion;
• eCommerce represented 87% of total volume;
• Total volume growth at constant currency⁽¹⁾ was 38% with Total volume at constant currency⁽¹⁾ increasing to $29.7 billion from $21.6 billion;
• Revenue increased 7% to $197.1 million from $183.9 million;
• Revenue was impacted unfavorably by changes in foreign currency exchange rates year-over-year by $11.5 million;
• Revenue growth at constant currency⁽²⁾ was 13% with Revenue at constant currency⁽²⁾ increasing to $208.6 million from $183.9 million;
• Net income decreased by 54% to $13.0 million from $28.0 million, primarily due to a $22.6 million increase in share-based payments;
• Adjusted EBITDA⁽²⁾ increased to $81.2 million from $80.9 million;
• Adjusted EBITDA was impacted unfavorably by changes in foreign currency exchange rates year-over-year by approximately $5 million;
• Adjusted net income⁽²⁾ increased to $62.4 million from $62.3 million;
• Net income per diluted share decreased by 58% to $0.08 compared to $0.19;
• Adjusted net income⁽²⁾ per diluted share increased to $0.43 compared to $0.42; and
• Adjusted EBITDA less capital expenditures⁽²⁾ decreased by 8% to $68.5 million from $74.5

Financial Highlights for the Nine Months Ended September 30, 2022

• Total volume⁽¹⁾ increased 36% to $87.4 billion from $64.1 billion;
• eCommerce represented 87% of total volume;
• Total volume growth at constant currency⁽¹⁾ was 42% with Total volume at constant currency⁽¹⁾ increasing to $90.9 billion from $64.1 billion;
• Revenue increased 22% to $623.0 million from $512.7 million;
• Revenue was impacted unfavorably by changes in foreign currency exchange rates year-over-year by $28.3 million;
• Revenue growth at constant currency⁽²⁾ was 27% with Revenue at constant currency⁽²⁾ increasing to $651.3 million from $512.7 million;
• Net income decreased to $52.6 million from net income of $94.7 million, primarily due to a $83.4 million increase in share-based payments;
• Adjusted EBITDA⁽²⁾ increased by 18% to $265.6 million from $225.8 million;
• Adjusted net income⁽²⁾ increased by 16% to $206.2 million from $178.0 million;
• Net income per diluted share decreased by 47% to $0.34 from $0.64;
• Adjusted net income⁽²⁾ per diluted share increased by 14% to $1.39 from $1.22;
• Adjusted EBITDA less capital expenditures⁽²⁾ increased by 11% to $231.8 million from $208.3 million; and
• Cash balance of $754 million at September 30, 2022 compared to $749 million at December 31, 2021, mainly due to cash generation being offset by the repurchase and cancellation of approximately 8 million Subordinate Voting Shares for total consideration, including transaction costs, of $109 million.

⁽¹⁾ Total volume and Total volume at constant currency do not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.

⁽²⁾ Adjusted EBITDA, Revenue at constant currency, Revenue growth at constant currency, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

Operational Highlights

• Revenue for the third quarter of 2022 increased 4% to $105.5 million in Europe, the Middle East and Africa, increased 9% to $83.1 million in North America, increased 28% to $7.6 million in Latin America, and increased 47% to $1.0 million in Asia Pacific.
• North America eCommerce direct revenue increased 40% to $25.6 million in this year’s third quarter from last year’s third quarter, representing approximately 30% of total North America revenue.
• With respect to advancements in technology and product innovation, Nuvei:
• Enhanced its platform architecture and infrastructure to support a greater number of transactions per second than previously, accommodate local data protection residency rules further enabling the Company to expand in more countries around the world, and offer segregated environments for large customers should it be a requirement.
• Launched “Nuvei for Platforms” accelerating its marketplace offering with its fully customizable solution supporting complete functionality of its modular platform via a single integration.
• Enhanced its payment orchestration platform with a self-service routing manager allowing customers to choose the routing of transactions amongst different acquirers based on their preferences using the Company’s data analytics.
• Launched several additional products including Account Updater in Europe, Mastercard tokenization, Visa Account Funding Transaction Support, its partnership with Visa for buy now pay later in Canada, and its enhanced risk services and reporting offerings.
• Nuvei added multiple new alternative payment methods (“APMs”) increasing its portfolio to 586 at the end of the third quarter, expanding access and allowing its customers to accept more forms of regionally familiar and preferred digital payment method
• Nuvei received its gaming license in Maryland and Kansas, as well as a money transmitter license in Puerto Rico, expanding its online gaming reach in the United States.
• Nuvei expanded it executive leadership team with the hiring of Vicky Bindra in the newly created position of Chief Operating and Product Officer.
• The Company added 66 new team members in the third quarter of 2022, ending with 1,636 employees at September 30, 2022 compared with 1,368 employees at December 31, 2021.

Financial Outlook⁽³⁾

For the three months ending December 31, 2022 and the  fiscal year ending December 31, 2022, Nuvei anticipates Total volume⁽¹⁾, Revenue, Revenue in constant currency and Adjusted EBITDA⁽²⁾ to be in the ranges below.

The financial outlook, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and is fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

Growth Targets

Nuvei’s medium-term⁽⁴⁾ annual growth targets for Total volume⁽¹⁾ and revenue, as well as its long-term target for Adjusted EBITDA margin⁽²⁾, are shown in the table below. These medium⁽⁴⁾ and long-term⁽⁴⁾ targets should not be considered as projections, forecasts or expected results but rather goals that we seek to achieve from the execution of our strategy over time, and at a further stage of business maturity, through geographic expansion, product innovation, growing wallet share with existing customers and new customer wins, as more fully described under the heading “Summary of Factors Affecting our Performance” of our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations. These growth targets, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and are fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release. We will review and revise these growth targets as economic, market and regulatory environments change.

⁽¹⁾ Total volume do not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures” below.

⁽²⁾ Revenue at constant currency, Revenue growth at constant currency, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures. See “Non-IFRS and Other Financial Measures”.

⁽³⁾ Other than with respect to revenue, the Company only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking revenue at constant currency (non-IFRS), Adjusted EBITDA (non-IFRS) to net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. In periods where significant acquisitions or divestitures are not expected, the Company believes it might have a basis for forecasting the IFRS equivalent for certain costs, such as employee benefits, commissions and depreciation and amortization. However, because other deductions such as share-based payments, net finance costs, gain (loss) on financial instruments carried at fair market value and current and deferred income taxes used to calculate projected net income (loss) can vary significantly based on actual events, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss). The amount of these deductions may be material and, therefore, could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA (non-IFRS). These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. See the risk and assumptions described under the headings “Forward-looking information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

⁽⁴⁾ The Company defines “Medium-term” as between three and five years and “long-term” as five to seven years.

Conference Call Information

Nuvei will host a conference call to discuss its third quarter 2022 financial results today, Thursday, November 3, 2022 at 8:30 am ET. Hosting the call will be Philip Fayer, Chair and CEO, and David Schwartz, CFO.

The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & Presentations” section. A replay will be available on the investor relations website following the call.

The conference call can also be accessed live over the phone by dialing 844-826-3033 (US/Canada toll-free), or 412-317-5185 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 10171461. The replay will be available through Tuesday, November 17, 2022.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 47 markets, 150 currencies and 586 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Non-IFRS and Other Financial Measures

Nuvei’s unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. The information presented in this press release includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, Organic Revenue at constant currency, Organic revenue growth at constant currency, Adjusted net income, Adjusted net income per basic share, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures, Total volume, Total volume at constant currency, Total organic volume at constant currency and eCommerce volume. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial statements reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance.

Non-IFRS Financial Measures

Revenue at constant currency: Revenue at constant currency means revenue adjusted for the impact of foreign currency exchange fluctuations. This measure helps provide insight on comparable revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts.

Organic revenue at constant currency: Organic revenue at constant currency means revenue excluding the revenue attributable to acquired businesses for a period of 12 months following their acquisition and excluding revenue attributable to divested businesses, adjusted for the impact of foreign currency exchange fluctuations. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.

Adjusted EBITDA: We use Adjusted EBITDA as a means to evaluate operating performance, by eliminating the impact of non-operational or non-cash items. Adjusted EBITDA is defined as net income (loss) before finance costs (recovery), finance income, depreciation and amortization, income tax expense, acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, and legal settlement and other.

Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred transaction costs and legal settlement and other.

Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance. In the third quarter of 2022, we retrospectively modified the label of this measure from “Free cash flow” in order to clearly reflect its composition.

Non-IFRS Financial Ratios

Revenue growth at constant currency: Revenue growth at constant currency means the year-over-year change in Revenue at constant currency divided by reported revenue in the prior period. We use Revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of fluctuations in  foreign currency exchange rates.

Organic revenue growth at constant currency: Organic revenue growth at constant currency means the year-over-year change in Organic revenue at constant currency divided by comparable Organic revenue in the prior period. We use Organic revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures and fluctuations in foreign currency exchanges rates.

Adjusted EBITDA margin: Adjusted EBITDA margin means Adjusted EBITDA divided by revenue.

Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Supplementary Financial Measures

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred transaction costs and legal settlement and other.

Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance. In the third quarter of 2022, we retrospectively modified the label of this measure from “Free cash flow” in order to clearly reflect its composition.

Non-IFRS Financial Ratios

Revenue growth at constant currency: Revenue growth at constant currency means the year-over-year change in Revenue at constant currency divided by reported revenue in the prior period. We use Revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of fluctuations in  foreign currency exchange rates.

Organic revenue growth at constant currency: Organic revenue growth at constant currency means the year-over-year change in Organic revenue at constant currency divided by comparable Organic revenue in the prior period. We use Organic revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures and fluctuations in foreign currency exchanges rates.

Adjusted EBITDA margin: Adjusted EBITDA margin means Adjusted EBITDA divided by revenue.

Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Supplementary Financial Measures

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including Nuvei’s outlook on Total volume, Revenue, Revenue at constant currency and Adjusted EBITDA for the three months ending December 31, 2022 and the year ending December 31, 2022 as well as medium and long-term targets on Total volume, Revenue and Adjusted EBITDA margin. Forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes and benefits, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions, expectations regarding our margins and future profitability, our financial outlook and guidance as well as medium and long-term targets in various financial metrics, and the future impact of the COVID-19 pandemic is forward-looking information. The Russia and Ukraine conflict, including potential impacts of sanctions, may also heighten the impact of certain factors described herein.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, regarding, among other things, general economic conditions and the competitive environment within our industry. See also “Financial Outlook and Growth Targets Assumptions”.

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. Nuvei’s financial outlook also constitutes financial outlook within meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding management’s expectations regarding our financial performance and the reader is cautioned that it may not be appropriate for other purposes. Our medium and long-term growth targets serve as guideposts as we execute on our strategic priorities in the medium to long term and are provided for the purposes of assisting the reader in measuring progress toward management’s objectives, and the reader is cautioned that they may not be appropriate for other purposes.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 8, 2022 (the “AIF”). In particular, our financial outlook and medium and long-term targets are subject to risks and uncertainties related to:

• risks relating to our business and industry, such as the ongoing COVID-19 pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, and increasing inflationary pressures and interest rates;
• a declining level of volume activity in certain verticals, including digital assets and cryptocurrencies, and the resulting negative impact on the demand for, and prices of, our products and services;
• the rapid developments and change in our industry;
• intense competition both within our industry and from other payments methods;
• challenges implementing our growth strategy;
• challenges to expand our product portfolio and market reach;
• challenges in expanding into new geographic regions internationally and continuing our growth within our markets;
• challenges in retaining existing clients, increasing sales to existing clients and attracting new clients;
• managing our growth effectively;
• difficulty to maintain the same rate of revenue growth as our business matures and to evaluate our future prospects;
• history of net losses and additional significant investments in our business;
• our level of indebtedness;
• risks associated with past and future acquisitions;
• challenges related to a significant number of our merchants being small-and-medium sized businesses (“SMBs”);
• concentration of our revenue from payment services;
• compliance with the requirements of payment networks;
• challenges related to the reimbursement of chargebacks from our merchants;
• decline in the use of electronic payment methods;
• changes in foreign currency exchange rates, inflation, interest rates, consumer spending trends and other macroeconomic factors affecting results of operations;
• loss of key personnel or difficulties hiring qualified personnel;
• impairment of a significant portion of intangible assets and goodwill;
• increasing fees from payment networks;
• challenges related to general economic, financial market and geopolitical conditions, business cycles and credit risks of our clients;
• reliance on third-party partners to sell some of our products and services;
• misappropriation of end-user transaction funds by our employees;
• fraud by merchants, their customers or others;
• the degree of effectiveness of our risk management policies and procedures in mitigating our risk exposure;
• the integration of a variety of operating systems, software, hardware, web browsers and networks in our services;
• the costs and effects of pending and future litigation;
• challenges to secure financing on favorable terms or at all;
• challenges from seasonal fluctuations on our operating results;
• changes in accounting standards;
• estimates and assumptions in the application of accounting policies;
• risks relating to intellectual property and technology;
• risks relating to regulatory and legal proceedings;
• the impact of supply chain challenges on our customers;
• measures determined in accordance with IFRS may be affected by unusual, extraordinary, or non-recurring items, or by items which do not otherwise reflect operating performance, making period-to-period comparisons less relevant; and
• any potential acquisitions or other strategic opportunities, some of which may be material in size or result in significant integration difficulties or expenditures, or otherwise impact our ability to achieve profitability on our intended timeline or at all.

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.

Financial Outlook and Growth Targets Assumptions

The financial outlook for the remainder of 2022 assumes greater currency headwinds than previously expected from the stronger U.S. dollar; higher volatility and lower volume in digital assets and cryptocurrencies than previously anticipated; and the potential impact from higher inflation and rising interest rates which could increase pressure on consumer spending in the second half of the year. The updated financial outlook and specifically the Adjusted EBITDA, as well as the Adjusted EBITDA margin long-term growth target, reflect the Company’s strategy to accelerate its investment in distribution, marketing, innovation, and technology. When measured as a percentage of revenue, these expenses are expected to decrease as our investments in distribution, marketing, innovation, and technology normalize over time.

Our financial outlook and growth targets are based on a number of additional assumptions, including the following:

• our results of operations and ability to achieve suitable margins will continue in line with management’s expectations,
• we will continue to effectively execute against our key strategic growth priorities, without any material adverse impact from the COVID-19 pandemic on our or our merchants’ business, financial condition, financial performance, liquidity nor any significant reduction in demand for our products and services,
• losses owing to business failures of merchants and customers will remain in line with anticipated levels,
• existing customers growing their business and expanding into new markets within selected high-growth eCommerce and mobile end-markets, including online retail, online marketplaces, digital goods and services, regulated online gaming, social gaming, financial services and travel;
• our ability to cross-sell and up-sell new and existing products and services to our existing customers with limited incremental sales and marketing expenses;
• our customers increasing their daily sales, and in turn their business volume of our solutions, at growth rates at or above historical levels for the past few years;
• our ability to maintain existing customer relationships and to continue to expand our customers’ use of more solutions from our Native Commerce Platform at or above historical levels for the past few years;
• our ability to leverage our sales and marketing experience in capturing and serving SMBs in North America and large enterprises in Europe and enable customer base expansion by targeting large enterprises in North America, with a focus in the eCommerce and mobile commerce channels;
• our sales and marketing efforts and continued investment in our direct sales team and account management driving future growth by adding new customers adopting our technology processing transactions in existing and new geographies at or above historical levels;
• our ability to further leverage our broad and diversified network of distribution partners;
• our ability to expand and deepen our footprint and to add new customers adopting our technology processing transactions in geographies where we have an emerging presence, such as Asia Pacific and Latin America;
• our ability to expand and keep our portfolio of services technologically current through continued investment in our Native Commerce Platform and to design and deliver solutions that meet the specific and evolving needs of our customers;
• our ability to maintain and/or expand our relationships with acquiring banks in North America;
• our continued ability to maintain our competitiveness relative to competitors’ products or services, including as to changes in terms, conditions and pricing,
• our continued ability to manage our growth effectively,
• we will continue to attract and retain key talent and personnel required to achieve our plans and strategies, including sales, marketing, support and product and technology operations, in each case both domestically and internationally,
• our ability to successfully identify, complete, integrate and realize the expected benefits of, acquisitions and manage the associated risks, such as the Base Commerce, Mazooma, Simplex and Paymentez acquisitions, as well as future acquisitions;
• gradual recovery in macroeconomic conditions and financial markets following 2022, and absence of material adverse changes in economic conditions in our core markets, geographies and verticals,
• average foreign currency exchange rates remaining at near current levels;
• interest rates increasing modestly and inflation remaining in line with central bank expectations in countries where we are doing business;
• the absence of adverse changes in legislative or regulatory matters,
• our continued ability to upskill and modify our compliance capabilities as regulations change or as we enter new markets, such as our customer underwriting, risk management, know your customer and anti-money laundering capabilities, with minimal disruption to our customers’ businesses;
• our liquidity and capital resources, including our ability to secure debt or equity financing on satisfactory terms;
• the absence of adverse changes in current tax laws,
• our ability to expand profit margins by reducing variable costs as a percentage of total expenses, and leveraging fixed costs with additional scale and as the issuer’s investments in, for example, direct sales and marketing normalize; and
• increases in volume driving profitable revenue growth with limited additional overhead costs required, as a result of the highly scalable nature of our business model and the inherent operating leverage.

Contact:

Investors

Anthony Gerstein
Vice President, Head of Investor Relations
anthony.gerstein@nuvei.com

‍Statements of Profit or Loss and Comprehensive Income or Loss Data

(in thousands of U.S. dollars except for shares and per share amounts)

Reconciliation of Adjusted EBITDA and Adjusted EBITDA less capital expenditures to Net Income

(In thousands of U.S. dollars)

• These expenses relate to:
• professional, legal, consulting, accounting and other fees and expenses related to our acquisition activities and financing activities. For the three months and nine months ended September 30, 2022, those expenses were $2.8 million and $6.2 million ($0.7 million and $10.5 million for the three months and nine months ended September 30, 2021). These costs are presented in the professional fees line item of selling, general and administrative expenses.
• acquisition-related compensation were $7.5 million and $14.3 million for the three months and nine months ended September 30, 2022 and $6.3 million for the three months and nine months ended September 30, 2021. These costs are presented in the employee compensation line item of selling, general and administrative expenses.
• change in deferred purchase consideration for previously acquired businesses. $0.5 million and $1.0 million gain were recognized for the three months and nine months ended September 30, 2022, and nil for 2021. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.
• severance and integration expenses, which were $1.5 million and $2.1 million for the three months and nine months ended September 30, 2022 ($0.3 million for the three months and nine months ended September 30, 2021). These expenses are presented in selling, general and administrative expenses.
• These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2022, the expenses consisted of non-cash share-based payments of $33.8 million and $103.7 million ($11.2 million and $20.2 million for three months and nine months ended September 30, 2021), immaterial and $0.1 million for related payroll taxes (nil in 2021).
• This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.

Reconciliation of Adjusted net income and Adjusted net income per basic share and per diluted share to Net Income

(In thousands of U.S. dollars except for share and per share amounts)

• This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and resulting from a change in control of the Company.
• These expenses relate to:
• professional, legal, consulting, accounting and other fees and expenses related to our acquisition activities and financing activities. For the three months and nine months ended September 30, 2022, those expenses were $2.8 million and $6.2 million ($0.7 million and $10.5 million for the three months and nine months ended September 30, 2021). These costs are presented in the professional fees line item of selling, general and administrative expenses.
• acquisition-related compensation was $7.5 million and $14.3 million for the three months and nine months ended September 30, 2022 and $6.3 million for the three months and nine months ended September 30, 2021. These costs are presented in the employee compensation line item of selling, general and administrative expenses.
• change in deferred purchase consideration for previously acquired businesses. $0.5 million and $1.0 million gain were recognized for the three months and nine months ended September 30, 2022, and nil for 2021. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.
• severance and integration expenses, which were $1.5 million and $2.1 million for the three months and nine months ended September 30, 2022 ($0.3 million for the three months and nine months ended September 30, 2021). These expenses are presented in selling, general and administrative expenses.
• These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and nine months ended September 30, 2022, the expenses consisted of non-cash share-based payments of $33.8 million and $103.7 million ($11.2 million and $20.2 million for three months and nine months ended September 30, 2021), immaterial and $0.1 million for related payroll taxes (nil in 2021).
• This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.
• This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.
• The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Revenue by geography

The following table summarizes our revenue by geography based on the billing location of the merchant:

The following table reconciles Revenue to Revenue at constant currency and Revenue growth at constant currency for the period indicated:

Reconciliation of Organic revenue at constant currency and Organic revenue growth at constant currency to Revenue

The following table reconciles Revenue to Organic revenue at constant currency and Organic revenue growth at constant currency for the period indicated:

(a) We acquired Mazooma Technical Services Inc. (“Mazooma”) on August 3, 2021, and SimplexCC Ltd. (“Simplex”) and Paymentez LLC (“Paymentez”) on September 1, 2021.

Nuvei reports in U.S. dollars and in accordance with International Financial Reporting Standards (“IFRS”)

MONTREAL, November 9, 2021 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the global payment technology partner of thriving brands, today reported its financial results for the third quarter ended September 30, 2021.

“We achieved a number of significant milestones in the third quarter including financial results that exceeded the outlook previously provided, releasing new innovative product solutions, growing our portfolio of alternative payment methods (“APMs”), announcing several exciting new customer wins, and completing three acquisitions that enhance and expand our addressable market, product capabilities, and geographic footprint,” said Philip Fayer, Nuvei’s Chair and CEO. “The third quarter also marked our one year anniversary as a public company trading on the Toronto Stock Exchange, which was followed by our successful initial public offering in the United States on the Nasdaq in early October. I want to thank the entire Nuvei team for their tireless contributions and for making all of this possible. Looking at the business, our performance is driven by our unrelenting focus on helping our customers connect further with their customers regardless of country, currency, or payment type through our single integrated platform. We continue to experience significant momentum in the business and are well-positioned for sustainable and profitable growth. We are proud of our results and raising our financial outlook for the full year 2021 and reiterating our previously announced medium and long-term growth targets.”

Financial Highlights for the Three Months Ended September 30, 2021

• Total volume⁽¹⁾ increased 88% to $21.6 billion from $11.5 billion
• eCommerce represented 83% of total volume
• Revenue increased 96% to $183.9 million from $93.8 million
• Net income increased by $105.9 million to $28.0 million from a net loss of $77.9 million
• Adjusted EBITDA⁽²⁾ increased 97% to $80.9 million from $41.0 million
• Adjusted net income⁽²⁾ was $62.3 million compared to $16.5 million
• Net income per diluted share of $0.19 compared to a net loss of $0.88
• Adjusted net income⁽²⁾ per diluted share of $0.42 compared to $0.17
• Cash balance of $288.7 million at September 30, 2021 compared to $180.7 million at December 31, 2020

Financial Highlights for the Nine Months Ended September 30, 2021

• Total volume⁽¹⁾ increased 119% to $64.1 billion from $29.3 billion
• eCommerce represented 85% of total volume
• Revenue increased 97% to $512.7 million from $260.3 million
• Net income increased by $221.0 million to $94.7 million compared to a net loss of $126.2 million
• Adjusted EBITDA⁽²⁾ increased 102% to $225.8 million from $111.7 million
• Adjusted net income⁽²⁾ was $178.0 million compared to $42.5 million
• Net income per diluted share of $0.64 compared to a net loss per share of $1.49
• Adjusted net income⁽²⁾ per diluted share of $1.22 compared to $0.46
• Cash flow from operating activities of $201.9 million increased from $49.0 million

Operational Highlights

• Total volume⁽¹⁾ in the quarter increased in all four regions with North America up 118%, Europe, the Middle East and Africa (EMEA) up 62%, Asia-Pacific (APAC) up 140%, and Latin America (LATAM) up 93%.
• Nuvei added multiple new alternative payment methods (“APMs”) increasing the Company’s portfolio of APMs to more than 500 at the end of the third quarter of 2021, expanding access and allowing its customers to accept more forms of regionally familiar and preferred digital payment methods in order to drive higher conversion rates.
• The Company enabled payouts in North America with Visa Direct, further expanding and enhancing its portfolio of real time payout options, fully reconciled and net settled thereby simplifying the payment process, improving efficiency and providing significant benefits to its merchant customers.
• Nuvei launched card issuing in Europe, a new line of business for the Company further expanding its product offerings and solution capabilities to its merchant customers in the region and presenting incremental market opportunities.
• Nuvei gained traction in online gaming and sports betting in the United States (“US”), announcing several new customer wins in the third quarter including BetMGM, 888 and SI Sportsbook (Sports Illustrated’s first venture into online gaming and sports betting in the US), Carousel Group, Triplebet/Matchbet, and PrizePicks. Separately, the Company was also selected as a payment solution provider by Holland Casino, the first online casino in the Netherlands.
• Nuvei completed the previously announced acquisitions of SimplexCC Ltd. (“Simplex”) and Paymentez LLC (“Paymentez”) on September 1, 2021.
• The acquisition of Simplex, expands Nuvei’s capabilities to offer bespoke fraud prevention and risk management tools backed by proven artificial intelligence (AI) technology, resulting in higher conversion rates and better liquidity simplifying instant fiat purchases for cryptocurrencies, NFTs and decentralized finance (DeFi) providers. Nuvei intends to offer Simplex’s advanced capabilities and enhanced solutions to its merchants across all its focus industry verticals, similarly introducing all of Nuvei’s product solutions and capabilities to SImplex’s customers.
• The acquisition of Paymentez, further increases Nuvei’s total addressable market by significantly expanding and strengthening its presence in Latin America, enhances its regional processing capabilities, enables its support of additional local payment methods, and ensures the Company is well positioned to service new and existing global customers in this fast growing region for online commerce.
• The Company strengthened its Executive Leadership, promoting Max Attias to Group Chief Technology Officer (“CTO”) following the retirement of former longtime CTO, Keith Birdsong, and appointing fintech industry veteran Guillaume Conteville as Chief Marketing Officer and human resources leader Nikki Zinman as Chief People Officer.
• On October 8, 2021, Nuvei completed its initial public offering (IPO) in the United States on the Nasdaq Global Select Market (Nasdaq) issuing a total of 3.45 million subordinate voting shares (including the exercise in full by the underwriters of their over-allotment option) for aggregate gross proceeds of approximately $424.8 million.

Financial Outlook

For the three months and the year ending December 31, 2021, Nuvei anticipates total volume⁽¹⁾, revenue and Adjusted EBITDA⁽²⁾ to be in the ranges below. Considering the strong performance during the three months ended September 30, 2021, where Nuvei exceeded the previously anticipated revenue and Adjusted EBITDA⁽²⁾ outlook, as well as continuing momentum in the business, management is raising the financial outlook for the year ending December 31, 2021. The updated financial outlook and specifically the Adjusted EBITDA⁽²⁾ reflects the Company’s strategy to accelerate its investment in distribution, marketing, innovation, technology as well as the infrastructure resulting from the recent acquisition of Mazooma. The Company expects these investments will support its growth plan. The financial outlook also includes the recently completed acquisitions of Simplex and Paymentez.

The financial outlook is fully qualified and based on a number of assumptions described under the heading “Forward-Looking Information” of this press release. Nuvei’s outlook also constitute “financial outlook” within the meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding the Company’s financial performance and measuring progress toward management’s objectives and the reader is cautioned that it may not be appropriate for other purposes.

Growth Targets

Nuvei’s medium-term⁽³⁾ annual growth targets for total volume⁽¹⁾ and revenue, as well as its longer-term target for Adjusted EBITDA margin⁽²⁾, are shown in the table below. The Company expects to achieve its medium⁽³⁾ and long-term⁽³⁾ targets through continuing momentum and performance of its core business driven by geographic expansion, product innovation, growing wallet share with its existing merchant customers, new merchant customer wins through its direct sales channel and growing sales pipeline, and the favorable tailwinds of the industries it serves.

⁽¹⁾ Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. Total volume is explained in further detail in the Company’s most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations.

⁽²⁾ Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income are non-IFRS measures. See “Non-IFRS Measures”.

⁽³⁾ “Medium-term” and “long term” have not been defined by Nuvei nor does Nuvei intend to define them. These targets should not be considered as projections, forecasts or expected results but rather goals that may result from the execution of our strategy. These growth targets are fully qualified and based on a number of assumptions described under the heading “Forward-Looking Information” of this press release.

Conference Call Information

Nuvei will host a conference call to discuss its third quarter 2021 financial results today November 9, 2021 at 8:30 am ET. Hosting the call will be Philip Fayer, Chair and CEO, and David Schwartz, CFO.

The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & Presentations” section. A replay will be available on the investor relations website following the call.

The conference call can also be accessed live over the phone by dialing 877-425-9470 (US/Canada toll-free), or 201-389-0878 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13724346. The replay will be available through Tuesday, November 23, 2021.

About Nuvei

We are Nuvei (Nasdaq: NVEI) (TSX: NVEI), the global payment technology partner of thriving brands. We provide the intelligence and technology businesses need to succeed locally and globally, through one integration – propelling them further, faster. Uniting payment technology and consulting, we help businesses remove payment barriers, optimize operating costs and increase acceptance rates. Our proprietary platform provides seamless pay-in and payout capabilities, connecting merchants with their customers in 204 markets worldwide, with local acquiring in 45 markets. With support for over 500 local and alternative payment methods, nearly 150 currencies and 40 cryptocurrencies, merchants can capture every payment opportunity that comes their way. Our purpose is to make our world a local marketplace.

For more information, visit www.nuvei.com

Non-IFRS Measures

Nuvei’s unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. The information presented in this press release includes non-IFRS financial measures, namely Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted net income per basic share, and Adjusted net income per diluted share. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted net income per basic share, and Adjusted net income per diluted share are used to provide investors with a supplemental measure of the Company’s operating performance and thus highlight trends in Nuvei’s core business that may not otherwise be apparent when relying solely on IFRS measures. The Company’s management also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Nuvei’s management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. The Company’s management believes Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted net income per basic share and Adjusted net income per diluted share are important supplemental measures of Nuvei’s performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance. See the “Non-IFRS Measures” section of our management’s discussion and analysis for a description and reconciliation of these measures.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws, including Nuvei’s outlook on total volume, revenue and Adjusted EBITDA for the three months and the year ending December 31, 2021 as well as medium and long-term targets on Total volume, Revenue and Adjusted EBITDA. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”,“anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”, the negative of these terms and similar terminology. 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. Nuvei’s outlook and targets, as the case may be, on revenue, Adjusted EBITDA and Adjusted EBITDA margin also constitutes “financial outlook” within the meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding the Company’s financial performance and measuring progress toward management’s objectives and the reader is cautioned that it may not be appropriate for other purposes. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s 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 those described under the “Risks Factors” section of the Company’s annual information form filed on March 17, 2021. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Particularly, management’s assessments of, outlook for, and targets for, total volume, revenue, Adjusted EBITDA and Adjusted EBITDA margin set out herein are generally based on the following assumptions: (a) Nuvei’s results of operations will continue as expected, (b) the Company will continue to effectively execute against its key strategic growth priorities, despite the current COVID-19 pandemic and measures taken to contain the virus, (c) the Company will continue to retain and grow its existing customer base while adding new customers, (d) the Company will not complete any acquisitions or divestitures (e) economic conditions will remain relatively stable throughout the period, (f) the industries Nuvei operates in will continue to grow consistent with past experience, (g) there will be no fluctuations in currency exchange rates and volatility in financial markets, (h) there will be no material changes in legislative or regulatory matters, and (i) current tax laws will remain in effect and will not be materially changed. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Company does not undertake 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.

Contact:

Investors

Anthony Gerstein
Vice President, Head of Investor Relations
anthony.gerstein@nuvei.com

Statements of Profit or Loss and Comprehensive Income or Loss Data

(in thousands of U.S. dollars except for shares and per share amounts)

Reconciliation of Adjusted EBITDA to net income (loss)

(In thousands of U.S. dollars)

• This line item represents change in redemption value related to shares classified as liabilities prior to the Company’s TSX listing. As part of the TSX listing, such shares were converted into equity as Subordinate Voting Shares. These expenses are included in finance costs.
• This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and from the acquisition of all the outstanding shares of Pivotal Holdings Ltd. by Nuvei in September 2017.
• These expenses relate to:
• professional, legal, consulting, accounting and other fees and expenses related to our acquisition activities and financing activities. For the three months and the nine months ended September 30, 2021, those expenses were $0.7 million and $10.5 million respectively ($2.0 million and $5.2 million for the three months and the nine months ended September 30, 2020). These costs are presented in the professional fees line item of selling, general and administrative expenses.
• acquisition-related compensation. For the three months and the nine months ended September 30, 2021, those expenses were $6.3 million ($0.2 million and $0.7 million for the three months and the nine months ended September 30, 2020). These costs are presented in the employee compensation line item of selling, general and administrative expenses.
• change in deferred purchase consideration for previously acquired businesses, which was nil for the three months and the nine months ended September 30, 2021 (nil for the three months ended September 30, 2020 and a gain of $1.3 million for the nine months ended September 30, 2020).
• severance and integration expenses. For the three months and the nine months ended September 30, 2021, severances expenses were $0.3 million ($0.2 million and $0.6 million for the three months and the nine months ended September 30, 2020). These expenses are presented in selling, general and administrative expenses.
• These expenses represent non-cash expenses recognized in connection with stock options and other awards issued under share-based plans.
• This line item primarily represents legal settlements and associated legal costs incurred outside of the normal course of business, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in the other line item of the selling, general and administrative expenses.
• This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.
• Adjusted net income is a non-IFRS measure that the Company uses to further assess its operating performance.
• Adjusted net income per diluted share is calculated using share-based awards outstanding at the end of each period on a fully diluted basis if they were in-the-money at that time.

MONTREAL, January 22, 2019 – Nuvei, a leading provider of global fintech solutions and the first-ever community of payment experts, has announced it has completed certification to the new Telium Tetra suite of smart terminals from Ingenico Group in Canada. This milestone enables Nuvei’s partners and merchants to benefit from Ingenico’s advanced new line of payment devices on Nuvei’s powerful processing platform.

The Tetra certification rolls out on Nuvei’s proprietary front-end authorization platform and presents a state-of-the-art, PCI compliant solution for standalone or integrated merchant environments. It also marks the launch of Nuvei’s fully redesigned POS terminal interface. The combined solution is aimed at improving ease of use, dependability and flexibility across multiple business settings, while offering the highest level of security at the point-of-sale.

Nuvei’s front-end acquiring switch provides direct connectivity with major credit card brands and Interac for secure and reliable authorization, processing and bankcard settlement. The company’s in-house team also developed and maintains the next-generation terminal’s core payment application and provides direct integration support to its ISV and VAR partners.

New Features and Benefits:

• An intuitive touchscreen interface with new graphical capabilities, optimized for rich multimedia
• Accepts the widest range of payment methods, using a variety of connectivity options for in-store and mobile wireless applications
• Processes all forms of electronic payment including EMV, and NFC/contactless for Apple Pay and Google Pay
• Faster transaction processing with 4G speeds that also enhances connectivity in city centers and within buildings
• Best-in-class security with PCI-PTS 5.x certification and the latest future-proof cryptographic schemes
• Future support for 3rd party value added applications such as gift card, loyalty or survey programs

“Ingenico is pleased that Nuvei has adopted the new Telium Tetra platform for deployment in Canada,” said Richard Giannini, senior vice president of product development at Ingenico Canada. “The new platform seamlessly integrates payments with easily deployable business applications. This will allow Nuvei merchants to provide additional services to their customers in the constantly evolving retail environment.”

“It’s crucial for Nuvei’s clients to have access to the latest payment technology. The Tetra certification allows us to bring a superior transaction experience to merchants and their customers,” said Philip Fayer, Nuvei’s chairman and CEO. “In addition to offering the most advanced hardware and software solutions, we are constantly enhancing the capabilities of our front-end platform, allowing us to further add value to the payments ecosystem. This not only encourages adoption of newer payment technologies in the Canadian marketplace, it’s an important driver for our reseller and integrated partnerships.”

Initial hardware roll-out includes Ingenico’s Desk/5000 countertop model and the Move/5000 model for payments on-the-go.

About Ingenico Group

‍Ingenico Group (Euronext: FR0000125346 – ING) is the global leader in seamless payment, providing smart, trusted and secure solutions to empower commerce across all channels, in-store, online and mobile. With the world’s largest payment acceptance network, we deliver secure payment solutions with a local, national and international scope for our customers. We are the trusted world-class partner for financial institutions and retailers, from small merchants to several of the world’s best known global brands. Our solutions enable merchants to simplify payment and deliver their brand promise.

About Nuvei

We are Nuvei, the first-ever community of payment experts. We provide fully-supported payment solutions designed to promote and advance our partners’ success. We work with ISOs, ISVs, payment facilitators, developers, and eCommerce platforms, supporting them with the technology, expertise, and customer service they need to stand out. Backed by our full-service, globally connected platform, our vision is to build a network in which our partners can truly thrive. Our goal is to create bigger and better payment opportunities for all, paving the way to great partnerships. Learn more at www.nuvei.com