Payoneer Global (PAYO) Proxy filing summary

Executive summary

• Proposed merger: Panda Acquisition Sub Inc. (subsidiary of Nuvei) to merge with Payoneer, making Payoneer a wholly owned subsidiary of Nuvei, with a transaction value of $2.75 billion, representing a 44% premium to the unaffected share price as of June 8, 2026.

• Transaction expected to close in mid-2027, subject to shareholder and regulatory approvals; until then, Payoneer remains an independent public company with no immediate operational changes.

• Integration planning will begin after shareholder approval, with dedicated teams developing transition timelines and organizational plans.

• Employees, customers, and partners are assured of business continuity, with regular updates and support resources provided throughout the process.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger around August–September 2026; eligibility is based on share ownership as of the record date.

• RSUs do not carry voting rights until vested; voting may be facilitated through brokers depending on custodial arrangements.

Board of directors and corporate governance

• The executive leadership team, including John, will remain in place through the closing, focusing on leading the company and integration planning.

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