Nuvei Environmental, Social and Governance Report 2023

Environmental, Social and Governance Report 2023 Environmental, Social & Governance Report | 2023

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TABLE OF CONTENTS A Message from our Chair and CEO About Nuvei

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page 6

page 9

Our ESG Approach

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page 14

Alignment with UN Sustainable Development Goals Social Responsibility

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Corporate Governance

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page 17

page 22 |

Environmental Stewardship Appendix

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page 39 |

page 49

page 57

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ABOUT THIS REPORT This report provides detailed information about Nuvei Corporation’s (Nasdaq: NVEI) (TSX: NVEI) Environmental, Social and Governance initiatives and related key performance indicators. All references in this report to “Nuvei”, the “Company”, “we”, “our”, “ours” or “us” or similar terms refer to Nuvei Corporation, together with its subsidiaries.

All references to “$”, “US$”, “dollars” and "U.S. dollars" are to United States dollars.

Unless otherwise noted, all information disclosed in this ESG Report is provided as of December 31, 2023, the end of Nuvei’s most recently completed fiscal year.

As we continued to progress our ESG priorities, we have aligned with the SASB Technology and Communications for Software and IT Services Industry.

In addition, we remain supportive of the UN SDGs, and adhering to the reporting guidance from other industry frameworks and standards.

For more information about our ongoing ESG efforts, please visit our website at investors.nuvei.com under the “Governance & ESG” section.

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FORWARD-LOOKING INFORMATION This ESG Report 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.

Forward looking statements include statements regarding our definitive arrangement agreement to be taken private, including the proposed timing and various steps contemplated in respect of the arrangement agreement to be taken private are forward-looking information. Additionally, statements relating to our environmental, social and governance (ESG) strategies, plans and objectives and the progress and benefits expected to result therefrom (which include, without limitation, our objectives concerning diversity, equity, and inclusion (DE&I),

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health, safety and wellness, partnerships expansion, platform enhancements and technology investments, privacy and information security, the integration of ESG to create additional value for stakeholders, team member engagement and customer experience, opportunities to improve our environmental inventory (including energy efficiency, emissions reductions and optimization of our carbon footprint, including our data centers, water management, waste management and recycling), community investment and corporate governance and ethical business conduct leadership.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forwardlooking information. Statements containing forwardlooking 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, which include, without limitation, the assumptions described under the heading “Forward-Looking Information” in our Management’s discussion and analysis in respect of the fiscal year ended December 31, 2023 (2023 MD&A), which section is incorporated by reference in this cautionary statement.

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Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue Forward-looking Information 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 under “Risk Factors” of our annual information form filed on March 5, 2024 (the “AIF”), which section is incorporated by reference in this cautionary statement.

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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.

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A MESSAGE FROM OUR CHAIR AND CEO Philip Fayer Chair and Chief Executive Officer

"I am proud of our accomplishments to further strengthen our position within the global payments ecosystem in 2023."

We believe our success throughout the year is tied to our team's focus on accelerating new business wins and expanding our wallet share with existing customers, extending our footprint across more geographies, and continuously launching innovative new products and capabilities to further differentiate our modular payments technology platform.

Nuvei's true north is partnering with our customers, driving innovation, delivering profitability, and developing our people.

Remaining fixated on these principles is foundational to our competitive differentiation and sustained success within the global payments ecosystem, driving our ability to reach new financial milestones as a company.

Our strategic vision is similarly reflected in our ongoing Environmental, Social and Governance (“ESG”) initiatives. Sound corporate governance, strong information security procedures, team member wellbeing, positive community contributions, and environmental stewardship have been cornerstones of our culture since our inception more than 20 years ago.

These values drive us to continuously evaluate and seek to improve our social and environmental responsibilities and how we manage and oversee our ESG initiatives.

In 2023, we furthered our overall journey in several important ways. Some highlights include: l

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Analyzing the results of our formal Greenhouse Gas ("GHG") Inventory analysis to better understand our environmental impact and identify where we can make the most difference; Establishing our formal ESG Policy summarizing our commitments including sustainability initiatives; and

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Integrating the results of our inaugural ESG Materiality Assessment and aligning our ESG priorities with our long-term strategy.

As a result of these efforts and findings, in 2023, Nuvei kicked-off several new programs and initiatives focused on our team members, human capital management strategy and maintaining strong information security procedures.

Nuvei is a people-first organization, and we are fortunate to work with an incredibly talented, diverse, and passionate group of over 2,200 innovators from around the world. We remain focused on fostering an exceptional culture of inclusion, progress, performance, and engagement to ensure that we are indispensable partners in accelerating our customers’ growth.

Our leadership team considers cyber and information security to be paramount. Our data protection policy and programs are managed by our data privacy team, which is led by our Data Protection Officer. We recognize the importance of and remain committed to ensuring the safety and security of our platform.

In early 2023, to further engender understanding and communication with our team members, we conducted our first companywide people engagement survey.

Our team really answered the call to action, with an 85% participation rate, providing valuable insight into their priorities, needs and satisfaction levels.

In our annual survey, an overwhelming majority of team members indicated that they had "favorable feelings toward being a part of the Nuvei team”.

This included feeling proud to work for Nuvei, recommending Nuvei as a great place to work, seeing themselves as still working at Nuvei in two years, and having clarity around how to be successful in their role.

Some of the areas to improve upon included career progression opportunities, additional learning and development resources, and more touch points with executive leadership.

In response, we have implemented multiple new initiatives including: l

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Sips with Phil - a casual Q&A session where team members can ask me anything that is on their mind.

Global Talent Development Program including a robust People Leader Development Program with meaningful internal courses, learning opportunities and career paths.

Food For Thought - a bi-monthly learning series with internal and external speakers, fostering open discussions on educational topics.

Team Member Resource Group, OneNuvei TRG, which meets monthly to inspire ideas for engagement activities and Diversity, Equity and Inclusion ("DE&I") initiatives.

Nuvei News - an internal newsletter, keeping team members informed on key business updates across Nuvei.

Global OneNuvei Day focused on celebrating our global People first community.

Quarterly Global Town Hall calendar that closely tracks key companywide goals throughout the year.

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We have built a world-class team where our colleagues are incentivized and empowered to grow with us. It is important that every team member feels a sense of wellness and belonging at Nuvei, no matter their country of origin or where in the world they work from.

We are proud that the Nuvei family comprises of colleagues from 32 countries, and we continue to seek and recruit people and perspectives from a diverse range of backgrounds across our organization.

In 2023, we also launched our new Nuvei Inclusion initiative. This year-long campaign covers key topics across DE&I to help shape our future success.

Our Partnership with Advent On April 1, 2024, we entered into a definitive arrangement agreement to be taken private

by Advent International, one of the world’s largest and most experienced global private equity investors, as well as a longstanding sponsor in the payments space, alongside myself and existing Canadian shareholders, Novacap Management Inc. and Caisse de dépôt et placement du Québec.

The take-private arrangement is expected to occur via an all-cash transaction for a price of $34.00 per share which values Nuvei at an enterprise value of approximately $6.3 billion.

Assuming the timely receipt of all required approvals and satisfaction of other customary closing conditions, the transaction is expected to close in late fiscal 2024 or the first quarter of 2025.

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Our belief is that this proposed transaction represents significant value creation and a great outcome for shareholders.

Advent has established a deep bench of knowledge, tools and resources to support their portfolio companies in building upon their existing ESG activities to develop stronger and more robust ESG programs, which can create tangible value. We look forward to collaborating with Advent and utilizing their capabilities to further our ESG efforts in the years to come.

As we enter this new chapter for the Company and as depicted throughout this report, we remain committed to an ESG journey that relies on incremental continuous improvement in our transparency, accountability, and results.

I want to thank every member of the Nuvei family for their continued dedication and support in our ESG initiatives. I am excited about the future as we continue to execute our strategies to promote the long-term sustainability of Nuvei.

Sincerely,

Philip Fayer Chair and Chief Executive Officer

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ABOUT NUVEI A Global Company with Regional Expertise That Provides Flexible and Agile Technological Solutions Nuvei is a Canadian fintech company accelerating the business of customers 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, and risk management services.

Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, approximately 150 currencies and 700 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with a single integration.

Driving Innovation We are innovators. Our technology is modular based, flexible, highly responsive, and always evolving to support the needs of our customers. We strive for perfection in our approach to enhancing our technology stack, increasing our product offerings and platform capabilities, adding more local market accessibility, and creating deeper relationships with our customers. These efforts further differentiate Nuvei as pioneers in creating value for our customers through a single integration.

Our vision for the future is centered around the following core principles, which we believe helps to make us truly unique:

Delivering Profitability We are committed to sustainable and profitable growth through further scaling our global platform and driving greater efficiencies across our organization using a disciplined cost management philosophy.

Partnering and Growing with Our Customers We are mission-critical partners to our customers and are passionate about helping them execute their goals. Our right to win comes from our modern and purposebuilt technology, our category-leading net promoter score, and the flexibility of our solutions.

Developing Our People Our people are everything to us. Nuvei is a people-first organization, and we are fortunate to work with an incredibly talented, diverse, and passionate group of innovators from around the world. Our focus is on continuing to foster an exceptional culture of inclusion, progress, performance, and engagement.

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ADVANCING ACCESS TO FINANCE AND RESPONSIBLE COMMERCE Our core mission aligns well with building partnerships that serve local communities while promoting responsible and ethical practices. We believe the design, depth, and breadth of our payment capabilities enhances transparency, expands financial access to to consumers globally, and brings people together.

While the digital transformation of global commerce continues, more payment options and purchases are migrating online. Nuvei plays a vital role as a trusted source for payment solutions, with end-to-end solutions deployed via a single integration that provides our customers with the flexibility to navigate complex payment environments.

Our modular, flexible and scalable technology allows leading companies to accept nextgen payments, offer all payout options and benefit from card issuing, banking, and risk management services. We believe we are differentiated by our proprietary technology platform, which is purpose-built for highgrowth eCommerce, integrated payments and business to business ("B2B").

Our solutions span the entire payments stack and include a fully integrated payments engine with global processing capabilities, creating pathways for our customers and their customers to reach each other seamlessly. This allows them to build stronger relationships with one another.

Our Acceptance Policy restricts or prohibits our involvement in certain industries, business types, products and services as well as certain countries that have elevated risks.

Our next gen payments solutions are designed to ensure that we are positively contributing to global commerce by connecting our customers to their customers, increasing their ability to utilize multiple payment options, and accelerating their business.

Our platform enables customers to pay and accept payments worldwide regardless of their customers’ location, device or preferred payment method.

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OUR VALUES INNOVATIVE Continuously moving forward, improving, learning and creating cutting-edge technology KNOWLEDGEABLE Continually expanding our expertise to create and support advanced products and quality service TRANSPARENT Communicating with honesty and respect, sharing ideas and concepts, and working together to meet the expectations of our merchants and partners ENTREPRENEURIAL Passionately creating and implementing opportunities that drive growth for our customers and partners PERFORMANCE DRIVEN Resourceful and energetic in finding solutions to the most complex problems

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BY THE NUMBERS*

“Nuvei’s continued growth is a testament to our team and their ability to execute our strategic vision.

As we expand further with both new and existing customers, we strenghten our position as a leading global payments provider.”

David Schwartz Chief Financial Officer

2023 FINANCIAL HIGHLIGHTS

$203B $1,190M $437M Total Volume1

Revenue

Adjusted EBITDA1

$1M

$248M $263M

Net Loss

Adjusted Net Income1

Cash from Operating Activities

GLOBAL REACH

~200

~50

Global Markets

Local Acquiring Markets

PAYMENT FLEXIBILITY

~700

~150

Alternative Payment Methods

Currencies

GLOBAL SUPPORT

~2,200

26%

32

Team Members

Technology Professionals

Countries

*As of and for the year ended December 31, 2023 (1) Total Volume, Adjusted EBITDA, and Adjusted net income are non-IFRS measures. 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. Please find the reconciliation to the nearest IFRS measure in the Appendix.

See also “Non-IFRS Financial Measures”

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ESG OVERSIGHT

Establishing our ESG priorities and strategy falls under the purview of our Corporate Governance and Nominating Committee of the Board of Directors.. Our Board maintains additional oversight, with each of its current committees monitoring the specific ESG matters that appropriately align with their committee charters.

Our Board and management team remain committed to providing strong leadership and consistent oversight on ESG topics. Nuvei recognizes that successful ESG programs require a commitment by leadership to addressing ESG-related topics promptly and empowering team members to communicate openly and proactively.

Our Board Committees and their Related ESG Oversight Responsibilities

As a result, previously, Nuvei created an ESG Working Group comprised of crossfunctional leaders and team members.

This working group is responsible for monitoring adherence to our ESG standards, enhancing our future initiatives, and formally communicating findings to our leadership, which includes quarterly reporting to the Board and periodic updates to our executive team.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Oversee Nuvei’s policies and practices with respect to ethics, integrity and ESG matters as well as the Company’s public reporting thereon.

HUMAN RESOURCES AND COMPENSATION COMMITTEE Oversee Nuveis policies and practices with respect to human capital management matters, including talent management, workplace health and safety, company culture, team member engagement, pay equity, DE&I and the general approach to broadbased compensation, benefits and team member growth and development practices. Additionally, the committee oversees the process for the recruitment, training, development and retention of Executive Leadership and senior management.

The Board

Corporate Governance and Nominating Commitee

ESG Working Group

AUDIT COMMITTEE Conduct oversight of risk management process including cyber and information security risks as well as data privacy risks.

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IT

IR

HR

Finance

Compliance

Project Management

Administration

Legal

Marketing

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OUR ESG APPROACH Over the past two years our team has worked to grow and develop our ESG strategy as part of our commitment to fostering a more sustainable future for all.

Our ESG Working Group oversees our efforts and annual ESG reports. Following our inaugural report published to cover our fiscal 2021 period, we have focused on further enhancements to our ESG objectives, disclosure, and transparency.

In 2023, these initiatives included:

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Drafting for the first time our formal ESG Policy summarizing our commitment to sustainability initiatives.

Closely analyzing our GHG Inventory results to better understand our environmental impact and identify where we can make the most difference as we look to establish goals and targets.

Evaluating the results of our ESG Materiality Assessment to validate our ESG priorities and advance our long-term strategy.

Implementing the results from our team member engagement survey and establishing periodic surveys throughout the year to ensure team member feedback is regularly heard and actioned.

Launching our Nuvei Inclusion initiative focused on helping to promote inclusivity among team members through training resources, community events and the establishment of our first Team Member Resource Group; OneNuvei and its three sub-groups; DE&I, Whole Person Wellness, and Global Collaboration.

Re-evaluated our company's Global Anti-Discrimination Policy and Human Rights Policy which is upheld by all team members, partners and suppliers.

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ESG MATERIALITY ASSESSMENT

We commissioned an ESG Materiality Assessment to identify and prioritize ESG topics that are critical to Nuvei’s mission and success.

In 2023, our focus has been on mindfully integrating our findings into Nuvei’s long-term ESG strategy.

We surveyed key stakeholders including our team members, customers and suppliers to help prioritize and validate our ESG topics and identified the following top five material topics for our stakeholders:

The assessment process included evaluating top business drivers, ESG impact areas, and industry benchmarking.

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Business Ethics

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Cybersecurity

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Diversity, Equity and Inclusion

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Data Privacy

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Team Member Health, Safety and Wellness

Materiality Matrix Business Ethics

Increasing importance

Cybersecurity Diversity, Equity and Inclusion

Human Capital Development Corporate Governance

IMPORTANCE TO STAKEHOLDERS

Data Privacy

Human Rights

Renewable Energy Usage

Community Impact

Team Member Health, Safety and Wellness

Responsible Commerce

Carbon Emissions Environmental Stewardship*

Pollution & Waste

Water and Natural Resource Use

Increasing importance

IMPORTANCE TO BUSINESS KEY:

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Environmental

Social

Governance

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CONTINUING OUR JOURNEY As we move into 2024, we continue to take the lessons from assessments such as our GHG Inventory, stakeholder feedback through our ESG Materiality Assessment, customer and team member surveys, and our regular shareholder engagement to further enhance our strategies and to help identify areas of focus and growth.

Our team is committed to advancing our ESG strategy by incorporating improvements into our daily activities, enhancing Nuvei’s culture and re-enforcing our commitment to sustainability. As we look ahead towards future considerations for establishing goals and targets, these continuous efforts will help our team identify where Nuvei can make the most significant impact for our stakeholders and the communities we operate in.

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ALIGNMENT WITH UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS (UN SDGS) Nuvei is proud to align with the priorities established by the 17 UN SDGs. We believe that positive change in our communities and society overall is demonstrated through our everyday actions.

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The following SDGs represent the areas where we believe our actions and initiatives are making the greatest impact.

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SDG

#3 Le Weekend To Conquer Cancer Canada

Ensure healthy lives and promote whole person wellness for all at all ages.

Promoting Physical and Mental Health Awareness and Activities l

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Race Against Violence to Women Colombia

Whole Person Wellness

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Offer team members resources for supporting mental health awareness such as weekly virtual meditation and yoga Encourage team members to support local efforts through team runs, walks and cycling events Support annual events and activities such as Movember for Men's Health Awareness and Wear Pink for Breast Cancer awareness

Team Member Resources and Benefits to Promote Healthy Living and Work-Life Balance Color run, marathon & soccer league Romania

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Feed My Starving Children USA

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Continue to support a hybrid working environment Advocate for whole person wellness through our Employee Assistance Programs (“EAP”) Offer free medical access, including breast cancer and men’s health screenings and provide free flu vaccine clinics to team members at some of our office locations In 2023, increased our parental and guardian leave policy

Supporting Well-Being for the Communities in Which We Work l

Team Activity Day Singapore

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Support charities through participation in events, volunteering, donations and fundraising to help give back to the communities around us Host clean-ups of local parks in the communities where our team members work and live 18

SDG

#5

Gender Equality

Achieve gender equality and empower all women and girls.

Supporting the Advancement of Women in Technology and STEM Industries Breast Cancer Awareness Month Singapore

International Women's Day Lithuania

Strive to Empower Our Team Members and Achieve Equality Regardless of Gender l

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Across the organization, women represent 43% of our team Initiated Nuvei Inclusion, a companywide program focused on promoting DE&I initiatives including unconscious bias training Established our first Team Member Resource Group, OneNuvei, and its three sub-groups: DE&I, Whole Person Wellness and Global Collaboration Additionally, we are committed to forming our first Women @ Nuvei Resource Group in 2024

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Women represent 36% of our leadership team In 2023 approximately 40% of new hires were women

43% Total Female Members

40%

New Hires in 2023 were Female

38% Females on the Board

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SDG

#8

Decent Work and Economic Growth

Expanding Our Geographic Footprint and Supporting a Global Workforce l

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Grew headcount to 2,202 team members, an increase of 30% during the year.

Our team members are based across 32 different countries.

Our business model is completely flexible for our team to work remotely. Greater than 20% of our team members take advantage of this for the entirety of their work week.

Nuvei’s growth and prosperity is a function of our team members’ personal drive, commitment and creativity. We strive to build a team of talented individuals with the skills and expertise to promote our strategy, success and purpose. Each new team member benefits from our talent acquisition platform which supports the execution of our hiring process and ensures smooth and successful onboarding.

We also encourage our managers during this process to assign a mentor or peer who can lend a welcoming hand. We support our team members with on-the-job training, professional advancement opportunities, an inclusive and engaging culture and a competitive total rewards package.

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Promote inclusive and sustainable economic growth and decent work for all.

Advancing Our Customer’s Reach and Economic Capabilities l

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Our technology enables consumers and businesses to connect through payments in more than 200 global markets.

Our technology can help accelerate the business of our customers by providing seamless and single integration payment solutions.

Flexible and scalable technology offerings that allows companies to accept next-gen payments solutions globally.

By offering conditions promoting an excellent work/life balance as well as opportunities to contribute to our community through partnerships and activities, we are encouraging and supporting our team members' roles as leaders in their communities.

In March 2023, we held our annual team member appreciation day across Nuvei’s worldwide locations. This celebration of our people included group lunches, ice cream parties, office yoga and appreciation notes and emails. In addition, our Chief People Officer sent out an appreciation video professing gratitude to our team members whose dedication is at the core of Nuvei’s achievements.

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SDG

#9

Industry, Innovation and Infrastructure

Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation.

Innovating Business Capabilities to Advance Customer Inclusion Globally l

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Enhance our customers' offerings through our global capabilities and full stack payments technology to optimize their financial reach and promote greater inclusion into the modern payments ecosystem Assist our customers in establishing and growing their presence in emerging commerce channels across multiple markets including underserved communities Expanding the breadth of our payment capabilities, which helps our customers increase financial access and enhance transparency including in underserved communities

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SOCIAL RESPONSIBILITY l

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Information Security Oversight and Risk Management Human Capital Management Community Events and Activities Global Anti-Discrimination and Human Rights Policy

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INFORMATION SECURITY OVERSIGHT AND RISK MANAGEMENT

The oversight and management of our cybersecurity and data privacy program ultimately rests with the Board and our executive leadership team. We have incorporated a Three-Lines-of-Defense model within the organization to promote monitoring and assurance throughout multiple line functions: 1. First Line of Defense – functions that own and manage risk as a core competency 2. Second Line of Defense – functions that oversee or specialize in risk management and/or compliance 3. Third Line of Defense – functions that provide independent assurance, such as third party independent auditors and consultants, internal Governance, Risk, and Compliance ("GRC") team members reviewing control implementations and automated tools

Senior Management Second Line of Defense

Third Line of Defense

Data Protection Officer Security

Risk Management Quality Control

Independent Assurance

Internal Control Measures

Management Controls

First Line of Defense

Regulator

With that in mind, we take proactive steps to secure data and train our team to take personal accountability to work in accordance with our security procedures, compliance standards, and regulations. As a company we are focused on maintaining information security organization-wide.

Board of Directors

External Audit

We understand that the privacy and protection of our customers' information is paramount to our success. We believe that every team member at Nuvei has a critical role to play in controlling risks and helping maintain proper oversight of procedures.

Compliance

“We are intent on creating and maintaining a safe and secure platform experience. From the top down, nobody loses sight of the importance of protecting our stakeholders’ data.”

Max Attias Chief Information Officer

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OVERSIGHT STRUCTURE

Nuvei has sought to follow best practices regarding the governance of our cybersecurity and data privacy teams.

Our CISO is responsible for maintaining the information security of the Company’s assets and ongoing monitoring of data held and processed by the business from all threat vectors. The CISO provides robust quarterly reports to the Audit Committee and our executive leadership team.

In addition, our global security team consists of a CISO, Deputy CISO, and ten security members. The CISO and security department collaborate with the Head of Compliance to ensure procedures for the protection of private data are upheld and all regulatory requirements are met.

The Data Protection Officer (“DPO”) is responsible for monitoring our compliance with data protection obligations, informing the organization of these obligations, and acting as a point of contact for all relevant supervisory and compliance authorities.

The DPO reports to the Head of Compliance.

The CISO reports directly to the Chief Information Officer (“CIO”) on a segregated basis as a way to maintain neutrality within the Company.

The CISO and Security department are kept independent from the rest of our IT organization, which we feel maximizes the accountability and effectiveness of our leadership.

With 24/7 x 365 monitoring, Nuvei utilizes an ‘always on’ approach. By managing data centers in Active-Passive configuration and continuous synchronization, we maintain redundancy in the event that one data center network fails. Our robust infrastructure has advanced technology in place to keep our systems updated and uptime is constantly monitored from our Network Operations Center in Israel.

The data centers utilize widely recognized firewalls, Intrusion Prevention System, network segmentation, Web Application Firewalls, and multi-layered Distributed Denial-of-Service protection, external and on-prem controls. As part of our monitoring infrastructure, we deploy physical access controls such as barriers, security systems, monitors, alarms, visitor logs, and limited access badge IDs throughout our processing facilities.

KEY CAPABILITIES OF OUR FLEXIBLE AND ROBUST INFRASTRUCTURE: REAL-TIME MONITORING

SCALABLE CAPACITY

24/7 X 365 MONITORING

CONTINUOUS PERFORMANCE OPTIMIZATION

REDUNDANCY

TIER 1 INTERNET SERVICE PROVIDERS TO BOAST AN EXCELLENT UPTIME RECORD

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CYBERSECURITY

Nuvei undergoes an annual certification of compliance with the PCI-DSS standard and ISO 27001:2013. Additionally, Nuvei now complies with ISO 27017, an extension to ISO 27001:2013 and an information security code of practice for cloud service providers and their customers.

A PCI-DSS Qualified Security Assessor carries out annual audits of our operations.

We have begun to incorporate Service and Organization Controls ("SOC") 2 in addition to our annual Sarbanes-Oxley Act (SOX) audit. SOC 2 describes the current systems and controls in place as well as reviews all documents around these controls.

Nuvei performs an annual assessment to identify threats, risks, and vulnerabilities as part of our commitment to managing risks on an ongoing basis. All company assets are managed on our GRC platform, which is reviewed annually.

Additionally, we conduct an external risk assessment utilizing a licensed third-party company. The risk assessment report and risk treatment plan, managed and maintained by the CISO, are used to determine appropriate controls for information security risks.

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DATA PRIVACY AND SECURITY AWARENESS PROFESSIONAL TRAINING Nuvei manages and maintains a regular information security and data privacy awareness programs. All team members are required to participate in a security briefing upon hire and all team members participate annually in training courses.

For new hire training, team members receive a broad and thorough introduction to Nuvei’s various informational security and data privacy policies, standards, and procedures.

Training is designed to ensure that all pertinent topics are covered so every team member has a basic level of understanding around Nuvei’s requirements.

Our annual security and data privacy awareness trainings for all team members include seminars, presentations, learning modules, exams, and other awareness tools such as sporadic and unannounced email phishing campaigns, to ensure that the various threat vectors are kept top-of-mind across the organization.

The protection and privacy of our customers’, partners’ and team members’ information is paramount, especially as we continue to scale beyond the $203 billion in total volume processed in 2023.

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REQUIRED TRAINING MODULES ANTI-MONEY LAUNDERING AND COUNTER TERRORISM FINANCING PRIVACY AND DATA PROTECTION BASICS DATA PRIVACY WHEN HANDLING EMPLOYEE DATA USING CONSUMER INFORMATION PRIVACY AND CUSTOMER SERVICE DATA PRIVACY FOR INFORMATION SECURITY PROFESSIONALS INFORMATION SECURITY AWARENESS CODE OF ETHICS AND RELATED POLICIES

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DATA PRIVACY

Nuvei has appointed a well-qualified and experienced DPO to lead our data privacy program. The Company is committed to the ethical and fair handling of all personal data, and respecting the legal rights, privacy, and trust of all individuals, in addition to upholding all applicable laws.

Other aspects of the data privacy program govern:      

   

Data retention and disposal Responding to privacy incidents The use of web-based cookies Data privacy impact assessments Privacy by design, and privacy by default Rules on providing data subjects with information on the processing of their data Requirements of various jurisdictions Supporting individuals wishing to exercise their data privacy rights Lawful transfer of data across borders and comply with rules on data localization Mitigating privacy-related risks

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The primary role of the DPO is to provide support in ensuring that Nuvei processes all personal data — related to staff, customers, providers or any other individuals (also referred to as data subjects — in compliance with the applicable data protection rules.

The DPO is supported by a dedicated team of privacy experts. The DPO may also liaise with relevant third-party privacy authorities on behalf of Nuvei. The DPO acts with independence to avoid conflicts of interest.

Additionally, we are currently compliant with the many data protection laws and regulations of the jurisdictions in which we operate. An inexhaustive list of examples include the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, General Data Protection Regulation (“GDPR”) in the European Union, and the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”) in the US. We safeguard our customers’ and their customers’ information through the use of advanced authentication and encryption technologies and other measures that protect against external threats.

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SECURE DEVELOPMENT

We believe that security and managing risks aligns with our coding foundation. As a result, Nuvei has established secure coding practices appropriate to the programming language and development environment being used. All software development personnel receive regular training in writing secure code for their specific development environment and responsibilities. Static and dynamic analysis tools are applied to verify that secure coding practices are being adhered to for internally developed software.

Software vulnerabilities that are detected are addressed and resolved.

Additionally, we utilize third party specialists to perform security risk assessments and annual penetration testing according to regulatory compliance schedules. Findings from both processes are tracked on our GRC platform. Our cybersecurity program regularly engages security consultants and other specialists who are familiar with the Nuvei environment to continually test for vulnerabilities.

Embracing AI and Generative AI for a Sustainable Future At Nuvei, we recognize the transformative power of Artificial Intelligence ("AI") and Generative AI ("Gen AI") in shaping the future of digital payments and financial services. Our commitment to remaining at the forefront of the AI technology curve is reflected in our strategic goals and the creation of robust policies ensuring their proper use and data protection.

STRATEGIC ADOPTION OF AI AND GEN AI In 2023, Nuvei has taken significant strides in integrating AI and Gen AI solutions across our operations. Our internal deployment plan, supported by our leadership team, outlines the commercial use cases and cross-organization deployment strategies for Gen AI technologies.

These initiatives aim to enhance efficiency, automate repetitive tasks, and foster better decision-making, ultimately boosting creativity and innovation within Nuvei.

POLICY FRAMEWORK FOR ETHICAL USE To align with our ethical standards and commitment to data protection, Nuvei has established an initial Gen AI Policy.

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This policy constitutes a set of guidelines for the manner in which AI can be adopted by our team members and contractors across the following framework: l l

Risk appetite Approach to development and quality assurance

l

Security measures

l

Training

l

Ethical use

l

Compliance, monitoring and reviews

l

Lines of accountability

l

Human oversight and decision making

l

Preventing over-reliance

l

Pre-deployment testing

DATA PROTECTION AND SECURITY

There is no understating the importance of data security as we embrace AI and Gen AI. Nuvei's AI and ML Platforms and security measures are designed to safeguard customer and Company data.

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HUMAN CAPITAL MANAGEMENT

For the past two decades, we have worked diligently to promote a workforce culture that embraces integrity, honesty, and transparency for all people with whom we interact.

We recognize that our team members’ commitment to our customers and to Nuvei’s principles helps to differentiate Nuvei as a responsible corporate partner.

In 2023, we were excited to celebrate our team members’ hard work and accomplishments across our global locations for Nuvei’s 20th anniversary. In honor of this important milestone, we hosted team building events and gatherings aimed at celebrating and promoting our people who have driven our growth and success. Additionally, to better support team members, inspire ideas and provide avenues for collaboration in new ways, Nuvei has formed the OneNuvei TRG. The TRG has multiple sub-groups and allows teams to discuss topics in a global forum that is safe and respectful. The focus groups that we have currently established include DE&I, Whole Person Wellness, Global Collaboration, and as of 2024, Women@Nuvei. These focus groups typically meet on a monthly basis.

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Establishing these new team members' resource groups assists in fueling our culture, promoting diversity and inclusion, and encouraging a sense of unity and purpose on a global scale. Our intention is for these new groups to inspire team members to collaborate in new ways on topics that are important to Nuvei.

At the Board level, the Human Resources and Compensation Committee ("HRC") oversees all policies and practices relevant to team members, talent management, workplace health and safety, company culture, engagement, pay equity, and more.

At the executive level, our Chief People Officer is responsible for managing efforts with respect to human capital management and reporting on this progress to the Board.

We understand the importance of caring for our team members holistically, which includes supporting their professional development and fostering a purposeful and meaningful career. This includes supporting team members from talent acquisition, to onboarding, and from the developmental stages of their careers to retention.

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DE&I

Through our Nuvei Inclusion initiative, we focus on creating an environment that embraces diversity and encourages team members to thrive. We also promote diversity and inclusion in our hiring process, development practices, and throughout our organization from our new hires to our seasoned managers. We seek to attract and develop top talent to continue building a unique blend of cultures, backgrounds, skills, and beliefs that mirror the world in which we live.

We remain focused on providing all team members with equal opportunities to succeed, no matter one’s race, ethnicity, religion, age, physical limitation, sexual orientation, gender identity or other personal attributes. As part of this effort in 2023, we implemented a three-session unconscious bias training pilot program for team members.

We are proud that across our departments and teams, we have members working across 32 countries. This helps provide a unique, diverse, and open-minded perspective on our daily operations. Having local representation allows us to provide personal connections when we respond to our customers’ requests and showcases our diversity as an integral driver of our success.

Diversity considerations are taken into account in executive officer succession planning, through continuous monitoring and annual reporting to the Board to ensure that Nuvei’s diversity objectives are achieved.

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2,202

Total number of team members

521

Number of team members in senior management roles

32

Total number of countries represented Additionally, the Board is committed to promoting diversity in the identification and nomination of directors, which includes, but is not limited to, diversity with respect to attributes such as experience, perspective, education, background, race, gender, geography, sexual orientation, age, national origin, culture, language , and other ethnic distinctions, as well as members of visible minorities, Aboriginal peoples (First Nations, Inuit and Métis), and persons with disabilities.

We also will continue to broaden our recruiting efforts to attract and interview qualified diverse candidates, thereby ensuring that diversity is accounted for when identifying and fostering the development of high-potential individuals both within the Company and when recruiting externally.

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We believe a diverse leadership team offers a depth of perspective and understanding that enhances the relationships we have with all our stakeholders across the world.

Across the organization, we have 878 team members identifying as women, representing 43% of our workforce, including 23% of our technology roles. In addition, approximately 166 of our leaders (managers and above) or 36% are women. In honor of International Women’s Day 2023, Nuvei celebrated the social, economic, cultural and political achievements of women, by showcasing eight incredible women that are making a difference at Nuvei and helping to enhance the payment industry.

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Amidst the quest for continual improvement, we are proactive in our approach to further optimize our recruitment strategies and training programs. In so doing, we aim to attract and develop women for technological and leadership positions and aspire to have them serve as role models and mentors for others.

We are growing and evolving our talent acquisition and development organizations to support our proactive and robust people agenda with diversity and inclusion at the core. We believe in putting our people first and empowering our talented organization, which provides them with the opportunities to succeed.

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WHOLE PERSON WELLNESS AND BENEFITS

We are committed to creating and maintaining a diverse, energetic and unified workplace for our team members. We strive to attract, develop, and retain a highly qualified workforce, as we view our people as our most valuable asset.

Nuvei’s success comes from our culture which creates an environment of empowerment, freedom of thought and innovation. We are committed to providing a competitive total rewards and recognition program that allows our colleagues to view working at Nuvei as a career, not just a job. Nuvei also engages with its team members by supporting them in their endeavors at work and at home in order to help foster happy and healthy lives and a cohesive team with a shared vision.

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As part of our accomplishments in 2023, we were excited to launch a Whole Person Wellness team member resource group under OneNuvei TRG. The purpose of this group is to support, encourage and nourish team members’ ideas to promote joy, health and well-being into a healthy balanced life.

The TRG is designed to help foster wellness among our colleagues, share resources and tools to allow one another to grow, enhance team member well-being and to inspire a culture where everyone can be the best version of themselves both professionally and personally.

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EXPANDING OUR WINNING CULTURE AND TALENTED TEAM Our team continues to grow and expand.

By the end of 2023, we had grown to approximately 2,200 team members. We understand that each new team member provides a unique perspective and contributes to our overall innovation, growth and sustainability.

We are proud to continue expanding our global footprint and now have a local presence in 32 countries across our four major regions of North America (NA), Europe, Middle East, and Africa (EMEA), Latin America (LATAM), and Asiac Pacific (APAC).

Our global expansion has been enhanced by embracing a remote-location work model. It offers new cost effective and environmentally friendly opportunities for us to grow by recruiting and attracting talent locally and globally, while expanding our capabilities to serve our customers worldwide, whereby greater than 20% of our team members exclusively work from home.

12% 25%

TEAM MEMBER FOCUSED EXPERTISE 37%

26%

General and Administrative

Technology

Sales & Marketing

Product & Operations

2%

5%

53%

GLOBAL FOOTPRINT

40%

4

EMEA

LATAM

North America

APAC

Average years employed for team members

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478

Number of team members hired in 2023

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TRAINING AND DEVELOPMENT

We believe that the best investment we can make is in our people. By providing avenues and opportunities to train our team members, we are empowering our people to learn and grow. Through comprehensive programs, tools, and resources, we are creating a space where our team members can thrive, both personally and professionally. We are committed to our team members and training them on best practices with a focus on engagement, growth, development, and recognition which helps them throughout their career.

To assist in expanding their training and developing additional skills, we offer them access to UNuvei. In 2023 we provided access to over 100 different courses through UNuvei alone. Team members completed thousands of hours of training, primarily through our online learning, tutorial, and training system that provides thousands of opportunities across 15 languages to enhance our team's skills.

To ensure that our leadership reflects the ideals of Nuvei and our team members, we have established targeted programs to help existing management expand their skills through leadership courses and training opportunities.

Some of the training we provide enhances more abstract soft skills like creativity, critical thinking, effective communication, collaboration, coaching, mentoring, handling difficult conversations, and providing constructive feedback. Through enhanced leadership offerings such as these, we are elevating our leaders’ abilities to interact with and lead their teams.

Additionally, team members are expected to complete various mandatory training throughout their time with Nuvei. Some examples of the mandatory training sessions include Code of Ethics and Related Policies, Information Security Awareness, Anti-Money Laundering and Counter-Terrorism Financing.

In 2023, we were excited to launch our new Food For Thought Educational Series. This bi-monthly learning session was designed to provide intriguing, innovative and educational topics that interest our team. Through these sessions we invite both internal and external speakers to lead open discussions on rotating monthly topics decided by team members.

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TEAM MEMBER ENGAGEMENT

“Our community of dedicated, diverse and hardworking team members are at the core of our success.

We are committed to helping them thrive and creating a positive workplace culture that is unique to Nuvei.”

Caitlin Shetter Chief People Officer

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> 80%

of team members indicated that they "could see themselves still working at Nuvei in two years" We recognize that ongoing, proactive engagement with our team helps to align members with the Company’s goals and enhances our culture. We encourage regular, direct, and open communication between team members and their managers.

Additionally, we have an annual performance management process, including one-on-one conversations between leaders and team members to discuss current progress and support aspirations for continued professional development. We believe that transparency and regular check-ins on our objectives, achievements, opportunities, and goals are vital to building constructive and positive team member experiences.

We believe that regular engagement provides a sense of ownership and deeper understanding of how each individual contributes to our success and accomplishments, thus improving overall team morale. In early 2023, we conducted our first companywide team member engagement survey. We received an 85% participation rate. Through this process team members provided valuable insight into their priorities, needs and satisfaction levels.

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Feedback collected through the survey showed that overall team members feel proud to work for Nuvei, and recommend the company as a great place to work, where individuals are given clear guidance and support around how to be successful in their role.

Additionally, some of the areas noted for improvement included providing more career progression opportunities, additional learning programs, and more touchpoints with executive leadership.

Looking ahead, we are excited to gain in-depth insight into our team members’ workplace experience through an annual 50 question team member survey. Additionally, we will conduct brief 10-question pulse surveys periodically throughout the year to better enable a culture of continuous feedback.

To address these comments, we have implemented several initiatives including:  Sips with Phil - a casual Q&A session where team members can ask anything that is on their mind with Phil Fayer, our Chair & CEO.  Food For Thought - a bi-monthly learning series with internal and external speakers, fostering open discussions on educational topics.  Our Team Member Resource Group, OneNuvei TRG, meets monthly to inspire ideas for engagement activities and DE&I initiatives.  Nuvei News - an internal newsletter, keeping team members informed on key business and team member updates across Nuvei.  A more frequent global Town Hall calendar that closely tracks key companywide and functional goals throughout the year.

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COMMUNITY EVENTS AND ACTIVITIES

We believe in giving back and positively impacting our local communities. Good citizenship is one of our core values and Nuvei fully supports its team members support organizations that they are passionate about.

Not only are our team members leaders in our industry, they are also actively leading and building the communities in which we live and work. Our corporate culture has always valued generosity toward others, and we view the support of our colleagues who volunteer their time with philanthropic organizations as critical.

MARATHONS, FUN RUNS, WALKS, AND CYCLING EVENTS Throughout the year our team members participated in numerous events raising money and awareness for charities and causes around the world, all while contributing to their personal health and well-being.

EARTH DAY EVENTS Celebrated Earth Day globally with team building projects that included cleaning local communities, forests, parks and holding recycling campaigns.

In addition, we collected secondhand items and donated them to non-profit organizations.

SUPPORTING CHILDREN’S EDUCATION AND WELL-BEING Gathered donations and money for school supplies, donated computers to children’s foundations and participated to package food working with Feed My Starving Children, a nonprofit that provides food to children across the globe.

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We believe supporting their efforts encourages camaraderie, team building, and shines a spotlight on charitable involvement to worthy causes worldwide.

In 2023, Nuvei continued to contribute to a large number of organizations in our communities through donations, volunteerism, and other charitable contributions.

Some examples of our efforts include the following events and organizations:

PRIDE MONTH Celebrated pride month by raising awareness and inviting team members to a speaker event and in office celebrations. Together we seek to foster an environment where every individual feels safe, seen and valued.

PERSONAL HEALTH AWARENESS Team members across the world made donations and raised money through fun runs, walks and bake sales to support breast cancer awareness. In November, we hosted the Nuvei Movember event to raise money and awareness for men's health.

DECEMBER HOLIDAY SEASON GIVING Team members from all over the world bought and distributed gifts for low income families, held bake sales and raised money for children, families, animal shelters and community centers.

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GLOBAL ANTI-DISCRIMINATION AND HUMAN RIGHTS POLICY Our formal policy outlines the principles and commitment to a discrimination-free environment. The policy also reflects the standards for human rights and provides a process whereby Nuvei manages its human rights impacts. Nuvei is committed to and respects all internationally recognized human rights as defined in the Universal Declaration of Human Rights ("UDHR").

At Nuvei, we seek to employ a range of people from different backgrounds and different points of view. We apply that same standard when choosing suppliers, partners and anyone else with whom we do business. As part of our commitment to our stakeholders to uphold our Global AntiDiscrimination and Human Rights Policy, we expect our suppliers and partners to adhere to the Policy and our Code of Ethics.

We believe that modern slavery is a crime and a violation of fundamental human rights which takes various forms including slavery, servitude, forced and compulsory labor and human trafficking - all of which have in common the deprivation of a person's liberty by another in order to exploit them for personal or commercial gain.

We have zero-tolerance to modern slavery, and we are committed to acting ethically and with integrity in all our business dealings and relationships. Over the past year, we have taken several steps to help reduce the risk of modern slavery in our business and supply chains including the implementation of a due diligence process for important vendors, as well as an annual review process for new and existing vendors. Any team member, supervisor, or manager, at any level in the Company, who violates this policy will be subject to discipline, up to and including termination of employment.

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CORPORATE GOVERNANCE We are committed to adopting, evolving, and adhering to sound corporate governance practices that promote accountability and ethical decision making, which are fundamental to our long-term success. We believe our dedication to strong ethics and corporate governance is reflected in our dayto-day conduct.

We are committed to conducting all of our interactions—with colleagues, independent contractors, lessees, suppliers, governmental entities, the public, our communities, and other stakeholders—are in a responsible and ethical manner. Our expectation is that all our team members will work together across every discipline to exemplify these values as we pursue our mission and strategy.

Our Board of Directors and Executive leadership team share the responsibility for setting our strategic vision and overseeing the conduct of the entire business, including our ESG priorities.

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With significant relevance across their qualifications and industry experience, our eight-person Board shares a common vision, while at the same time individually bringing diversity in thought, background, and experience with notable track records of success.

Philip Fayer is our Founder, Chair of the Board, and Chief Executive Officer. Our other seven Board members are independent, and the Board has appointed Mr. Samir Zabaneh as the Lead Independent Director.

The Board has determined that the current structure is highly effective and balanced in allowing Mr. Fayer to draw on his knowledge of our business and industry developments to provide leadership on the broad strategic issues considered by the Board.

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We believe Mr. Zabaneh is well-suited for this particular role given his vast experiences running both public and private companies.

BOARD COMMITTEES AND OVERSIGHT RESPONSIBILITIES AUDIT COMMITTEE

We further believe that this configuration establishes an effective balance between management leadership and appropriate oversight by independent directors.

l

l

Our Board and management team are committed to providing good corporate governance regarding ESG matters. The Board reviews at each quarterly Board meeting, certain ESG-related topics such as fulfilling the Company’s environmental responsibilities, the well-being of our team members, risk management, diversity and compensation.

l

l

l

l

l

l

The Board has delegated to the CGN Committee the responsibility to oversee Nuvei’s ESG policies, programs and practices, with each of its current committees retaining oversight responsibilities for the specific matters set forth in their respective charters.

l

l

l

Audit Committee





CGN Committee





Fayer

Tremblay

Rushing

Mielke

Lewin











KEY:











l



l



 Chairperson

l

 Member

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Oversight of compliance with legal and accounting requirements Disclosure, internal controls, and audit procedures Risk management, treasury, tax, hedging and financial strategies Whistleblower policy and processes

Development of governance policies and practices Review of the composition, contribution and performance of the Board and recommendations of Board nominees and directors for appointment to Board committees Oversight of the continuing education programs for directors Maintenance of an effective working relationship between the Board and management Supervision of ethics and integrity policies and practices Supervision of ESG policies, programs and practices

HRC COMMITTEE l



HRC Committee

Lau

Dent

Zabaneh

l



Appointment and oversight of the external auditor

CGN COMMITTEE

The Board has three standing committees, the Audit Committee, the CGN Committee and the HRC Committee.

Board of Directors

Integrity of the accounting and financial reporting processes and controls

Oversight of executive officer appointments, evaluation, succession planning and executive compensation Administration of executive compensation principles, policies, and programs Responsibility over human capital management practices, including talent management, health, and safety Supervision of diversity, equity and inclusion initiatives and practices

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ESTABLISHED GOVERNANCE STANDARDS

As part of our commitment to quality governance practices we have established the following policies and procedures to adhere by:

CATEGORIES Governance

Our Policies and Standards that Govern Our Efforts l

l

l l

l

Data Privacy and Security

Team Members, Community and Stakeholders Environmental Sustainability

l

Audit Committee Charter

l

Authorization Policy

l

Board Charter

l

CGN Committee Charter Clawback Policy

l

Corporate Governance Guidelines

l

Disclosure Policy HRC Committee Charter

l l

Majority Voting Policy

Acceptable Use Agreement and User Policy

Share Ownership Guidelines for Directors and Executives Trading Policy Whistleblower Policy and Confidential ThirdParty Hotline

l

Data Retention Policy

l

Gen AI Policy

l

Data Protection Policy

l

Board Diversity Policy

l

Code of Ethics

l

Global Anti-Discrimination and Human Rights Policy

l

Modern Slavery Reporting and Supply Chain Transparency Report

l

Shareholder Engagement Policy

l

Environmental, Social and Governance Policy

Note: Policies and procedures listed in bold/italics are publicly available

GOVERN A N CE ENHANCE M E N TS IMP LEME N TE D S INC E L A S T R EP ORTI N G CYC L E

l

l

Recruited a new highly skilled independent director which increased our Board composition to 8 members Achieved our Board diversity goal by reaching 38% female representation before the end of 2023

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l

l

Re-evaluated our AntiDiscrimination Policy and Human Rights Policy to ensure continued alignment with best practices Established our formal Environmental, Social and Governance Policy

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“I am proud to be part of a diverse and experienced Board that aims to reflect and embody our entire workforce, as well as represent our shareholders.

The Board is committed to upholding Nuvei’s values, shaping its strategy and ensuring strong corporate governance and risk management.”

Daniela Mielke Director and Chair of the Corporate Governance and Nominating Committee

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We have a Board Diversity Policy that formalizes our commitment to diversity.

We consider factors such as experience, perspective, education, background, race, gender and national origin as part of our director selection process.

In May 2022, the Board approved a target pursuant to which the Company aspired to attain by the end of 2023, a Board in which at least 30% of directors are women. Prior to the adoption of this target in May 2022, one director self-identified as a woman, representing approximately 17% of Board members at the time. In August 2023, the Board appointed Coretha Rushing as a new independent director, who joined Daniela Mielke and Maren Lau as self-identified females on our Board.

Above all else, the Board considers merit, competence, and suitability when identifying new candidates while also remaining committed to cultivating a diverse and inclusive culture. We are proud to share we have accomplished the goal set out by our Board Diversity Policy and achieved a composition whereby 38% of our directors self-identify as female.

Fayer

Tremblay

Rushing

Mielke

Lewin

Payments, Financial Services & FinTech

 

Technology & Innovation

    

Global Business

       

Senior Leadership

       

Business Development, M&A and Strategy

    

Legal / Regulatory / Governmental

    



Finance / Accounting Risk / Financial Literacy

 

Consumer Sales / Marketing / Brand Management



Human Capital Management Other Public Company Board Service

 

 

 

Cybersecurity & Information Security

Environment / Social & Governance

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Lau

Experience, Expertise & Attributes

Dent

With a diverse Board comprised of highly qualified directors, our Board has the depth and breadth of perspective to guide our long-term strategic vision. We believe the strength of our Board lies in the diversity of backgrounds, skills and experiences of each director enhancing the Board’s overall performance and effectiveness.

Zabaneh

BOARD COMPOSITION AND DIVERSITY







 

 





      

      

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BOARD COMPOSITION: KEY STATISTICS

88% DIRECTOR INDEPENDENCE

Last year's achievement

12%

Women will represent at least 30% of the Board by the end of fiscal year 2023

88%

GENDER DIVERSITY

AGE DIVERSITY

37%

38%

63%

62%

Female

Male

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<50

>50

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BUSINESS ETHICS AND TRANSPARENCY

Public confidence and a sound reputation are highly valuable assets. To maintain confidence and build trust, we remain committed to conducting our business ethically and responsibly.

We believe that investing in risk management protocols and continually training our organization helps to ensure that we are resilient against potential risks, well positioned to adhere to all regulatory and legal requirements in the countries where we operate and meeting on the expectations of our stakeholders. Risk management requires the attention of all team members within Nuvei. We have a Code of Ethics that outlines Nuvei’s mission and values, and provides guidelines for maintaining our integrity, reputation and honesty.

The Code of Ethics is distributed to, and signed acknowledgements are collected from, every new hire. In addition, every year, each of our team members is required to reacknowledge and recommit to following our Code. We also extend our expectations of ethical conduct and adherence to the Code to our partners and suppliers.

For this reason, Nuvei’s policies and codes restrict or prohibit our involvement in certain industries, business types, products and services as well as certain countries that have elevated risks.

It outlines our commitment to compliance with laws and reporting any illegal or unethical behavior.

Our business decisions and actions, while helping to define our ethical principles, are also outlined in the Code of Ethics. While the Code is not all-encompassing, we believe it sufficiently guides all team members, officers and directors toward the right and proper conduct of our business activities.

We have implemented mandatory annual training that is designed to reinforce ethical and compliant actions. These programs address topics such as harassment and discrimination, ethics and integrity, insider trading, information security, fraud awareness, anti-money laundering and risk management, among others.

The Canadian federal government, as part of an effort to address the concerns of merchants regarding business practices of credit and debit card networks, issuers, and acquirers, created a voluntary Code of Conduct for the Credit and Debit Card Industry in Canada. To further exemplify our commitment to transparency, Nuvei has committed to this voluntary Code of Conduct.

The Code guides our conduct in dealing with various topics such as conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors, and insider trading.

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RISK MANAGEMENT PROCEDURES

Under the leadership of our Global Compliance Officer, we have established compliance programs and operational teams versed in the requirements necessary to comply with various national, regional and local laws and regulations. We are always looking for ways to innovate and enhance our capabilities to meet the latest developments and address any potential disruptions to our customers. Our compliance and risk management programs cover areas including, among others: Anti-Money Laundering (“AML”) l Payment Risk Management l Human Rights Policy l Data Security l Privacy Policy l Authorization Policy l Consumer Protection l Insider Trading l Bribery and Corruption l Political Contributions and Activities l Gifts and Entertainment l Vendor Management l

Regular and consistent communication with our management team and the Board is essential to maintaining a strong risk management program. Our Global Compliance Officer regularly reports on our compliance programs, mitigation strategies and actions to our Executive Leadership Team.

Additionally, we have formed a cross functional senior management level Compliance Committee tasked with monitoring, managing and mitigating our risks by employing systems to identify and prevent non-compliant activities.

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The Committee members meet quarterly and discuss multiple compliance related matters including:  Code of Ethics and Business Practices  Corporate and Securities Laws  SOX Controls  Accounting Practices  Corporate Tax  Employment Regulations  Health and Safety  Information Security  Data Protection  Anti-Money Laundering  General Compliance Matters

The Audit Committee has direct responsibility for risk management and receives periodic updates as needed from the SVP of Risk & Underwriting Operations.

To understand critical risks in the Company’s business and strategy and foster an appropriate culture of risk awareness, the Board has implemented a risk governance framework that allocates responsibilities for risk oversight among the full Board and its three committees (Audit, HRC, and CGN).

The Board, directly and through its standing committees, oversees management of the principal risks to which the Company is exposed, and ensures the implementation of appropriate methods and processes by management to identify, evaluate, manage, mitigate, and report on these risks in a proactive manner. The Board also adopts, reviews, and oversees compliance with the Company’s numerous codes and policies.

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ANTI-MONEY LAUNDERING (“AML”) FRAMEWORK Our Board and management team have put in place policies and procedures designed to protect Nuvei, its customers, partners and the communities we serve from the risks associated with money laundering. As such, we have developed an AML framework that is designed to identify and mitigate risks and ultimately tries to prevent money laundering.

Key highlights of our AML framework include:  The appointment of Money Laundering Reporting Officers and support staff  Policies and procedures giving effect to applicable laws and guidance from regulators  Appropriate Customer Due Diligence, taking into account the identified risks and implementing mitigation controls  Ongoing monitoring  Providing appropriate training to our team members

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WHISTLEBLOWER POLICY

As embodied within our Code of Ethics, Nuvei is committed to fostering an ethical work environment. All team members are expected to uphold our Company values and standards of integrity to cultivate a safe and ethical workspace.

We have a zero-tolerance policy around theft, fraudulent activity, breach of law or Company policy, any type of harassment, intimidation and discrimination, among other practices. In order to further promote this ethical work environment, Nuvei has adopted the Whistleblower Policy, which sets forth formal procedures for reporting concerns and questionable acts.

This policy provides an easy and anonymous way to report any situations that may violate our Code or involve improper practices, questionable acts or misconduct through our third-party ethics and compliance hotline.

We fully support those who submit a good faith report or cooperate in an investigation and Nuvei closely guards against any acts of retaliation or retribution against anyone.

In addition, the General Counsel provides a quarterly update of all ongoing and resolved situations to the Audit Committee.

Every team member is provided annual compliance training, which includes the reinforcement of our Whistleblower Policy.

Ethics Ethicsand andCompliance ComplianceHotline: Hotline: EthicsPoint Nuvei EthicsPoint - Nuvei

CLICK HERE

Additionally, for more information on our governance practices please see Nuvei’s: 2023 Management Information Circular

CLICK HERE

The hotline is free, secure and available 24/7. Alternatively, if a team member is not concerned with anonymity, they can contact an immediate supervisor, department head, local HR department, or Legal department.

Every report is investigated rigorously under the direction of our General Counsel in accordance with the procedures set out in the policy and is raised to the Chair of the Audit Committee.

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ENVIRONMENTAL STEWARDSHIP Our commitment to protecting and preserving the environment is built around minimizing our carbon footprint across all aspects of our business.

We recognize that everyone has a role to play here. Good corporate citizenship and environmental stewardship are key tenets of our cultural identity, and we believe we have a central role in leading efforts to build a better world in the communities in which we live and work.

At Nuvei, our environmental footprint is minimal compared with the geographic reach of the business. Our business model is completely flexible for our team to work remotely. Greater than 20% of our team members exclusively work from home.

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This aligns with our efforts to reduce the need for office space and for work-related travel travel which helps to lower our emissions impact to the planet. In terms of our corporate offices and data centers which comprise the vast majority of our environmental footprint, we regularly evaluate and work to identify opportunities to improve energy efficiency and reduce emissions.

We currently have 22 offices located around the world, all of which are leased facilities.

Where available, our workplaces employ environmentally friendly services and amenities that contribute to the well-being of our people and our broader communities. We seek to occupy buildings in which we lease office space that meet higher environmental standards, furthering our contribution to a lower-carbon world.

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Several of these buildings are recognized for their sustainability through various certifications including:

BOMA BEST Platinum Montréal, Québec, Canada

LEED Gold Tel Aviv, Israel

Energo-Pro Green Energy Certificate Sofia, Bulgaria

ISO 14001:2015 Environmental Management System

LEED Platinum Montréal, Québec, Canada

LEED Silver Scottdale, Arizona, USA

ENERGY Star Scottdale, Arizona, USA

Green Mark Platinum Singapore

Singapore

BREEAM Sustainable Office Building Certificate Vilnius, Lithuania

Our conservation efforts also include sound energy management practices focused on controlling costs, mitigating risk, and reducing our environmental footprint.

At our facilities, where possible, heating and air conditioning is shut down during non-work hours and we use energy efficient LED lights as well as heating and ventilation equipment.

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Our offices are often located within convenient access to various forms of public transportation, and we have transportation subsidy programs in place to encourage our team members to commute via those methods, as available.

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GHG EMISSIONS

In 2022 we initiated the first assessment of our GHG emissions inventory. This establishes a baseline from which we can look for opportunities in the future to reduce our carbon footprint. In 2023, our ESG Committee closely analyzed our 2022 assessment results to better understand our overall environmental impact and identify where Nuvei can make the biggest difference in lowering emissions going forward.

As a global modern payments technology company with a hybrid work from home model, our environmental footprint is primarily driven by our leased office facilities and other data centers.

As we look to the future, our ESG Working Group intends to explore opportunities to implement our learnings from the formal GHG assessment and intend to calculate and report our emissions as our situation evolves over time.

Additionally, we will look for ways to reduce our low GHG emissions across our locations through considerations such as energy saving appliances, renewable sources of electricity, carbon offsets, and other best practices.

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Our 2022 Emission Calculations Process and Results

GREENHOUSE GAS EMISSIONS 2022 2%

In 2022, the Company worked closely with a third party to calculate our Scope 1 and Scope 2 location-based and market-based emissions.

The methodology used was in accordance with the World Resources Institute (“WRI”) GHG Protocol, a global corporate accounting and reporting standard. In alignment with the WRI GHG Protocol Corporate Standard, our calculation process was based on the WRI five accounting principles: relevance, completeness, consistency, transparency, and accuracy.

Scope 1 emissions encompass CO2 emitted directly by Nuvei from owned or controlled sources and Scope 2 is indirect emissions resulting from grid electricity consumed in our office locations worldwide, all of which are leased facilities.

TOTAL EMISSIONS 490 CO2-E

98% Scope 1 8 CO2-E

Scope 2 482 CO2-E

Purchased Electricity (kWh) Total Electrical Power Usage 1,556,527.80 Aggregated Energy 11.11 (Kwh/ Consumption Intensity Square Feet)

27% 37%

PURCHASED ELECTRICITY (KWH) 36%

Asia 578,101.55

North America 425,902.67

Total Direct GHG Emissions

Europe 552,523.58

1106.92 (t CO2e)

Electrical Power derived from Non-Renewable 100% (Based on 2022 data)

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OUR DATA CENTERS

We use a hybrid model approach to managing our data, which includes both cloud-based and data center facilities. Similar to all of our leased offices, our servers are managed by third parties and are located in multiple regions around the world.

We believe that it is important to partner with third-party providers that share a similar ESG mindset to our own. By leveraging relationships with like-minded partners, we are advancing our efforts to reduce the environmental impacts of our platforms.

Our understanding is that our current thirdparty providers have set climate goals that are in alignment with Nuvei’s ESG culture. For instance, these partners utilize renewable energy, and work to address their environmental inventory by investing in green buildings, energy efficiency and water conservation.

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NUVEI4EARTH

Nuvei has established a culture centered around team member empowerment, social engagement, and sustainability. Our global teams continue to participate in activities designed to give back to their communities in ways that promote both unity and environmental stewardship.

We consider the knowledge and understanding of our environmental duties to be a key cultural trait. As such, we incorporate climate change and awareness training for team members that provides supplementary knowledge and aligns all of our colleagues to Nuvei’s ESG vision.

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Our team member-led Earth Day Sustainability Panel offers global workshops on the ways our colleagues can perform simple, everyday actions that cumulatively can help to improve our environmental impact.

Additionally, we annually celebrate Earth Day across our global offices by organizing and participating in local events that strive to make a difference.

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SUSTAINABILITY INITIATIVES

OneTreePlanted

At our Montreal office colleagues volunteered to help with a community environmental clean-up of public spaces and parks around our facility. Additionally, the Montreal office hosted a battery recycling campaign. Team members were asked to collect and bring old batteries to be properly recycled. For every employee who participated in either event, Nuvei donated one tree to be planted.

Reforestation Project

Teams in Bulgaria continued their commitment to reforestation projects and participated in a local tree planting initiative.

To date the team has successfully planted more than 300 trees.

Community Clean-Up

Community clean-ups in honor of Earth Day were hosted by our offices globally. Team members from offices including Cyprus, Canada, USA and Romania volunteered their time to helping clean-up parks and public spaces.

Secondhand Item Donation

Our offices in Israel hosted donation drop sites for team members to donate secondhand items and goods that were then gifted to non-profit organizations. These donations were focused on promoting sustainable best practices by helping reduce waste of consumer goods and promote the reuse of products.

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Waste Management and Recycling All of our office locations have advancedrecycling programs, inclusive of electronic waste (“e-waste”) programs for proper disposal of our computer equipment and hardware. We continuously upgrade our computers and IT hardware, prioritizing quality energy star-rated equipment. We dispose of old IT hardware through a certified e-recycle vendor whose services align with Nuvei’s ESG commitments.

In addition to actively looking for ways to minimize our environmental footprint through recycling programs for items such as paper, plastic, glass, cans, small appliances, pens, batteries, and ink cartridges, we have also established a donation plan for older electronics.

Mechanical Biological Treatment "MBT" Plant Tour

Nuvei supports activities designed to help further educate team members around topics such as environmental stewardship. As part of this effort, team members from our Lithuania facility toured a MBT plant where all municipal waste is delivered to be sorted into secondary raw materials for use in producing refusederived fuel "RDF" for energy production.

This company-sponsored activity helped raise awareness for waste management and better educate team members on the importance of properly disposing of waste.

Water Management

We recognize the importance of water conservation and protection for the health and safety of the communities in which we live and work. We proactively look for ways to limit our environmental impact through the most efficient usage of water in our offices and workspaces.

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These donations include computer and electronic assets to organizations in the communities in which we operate. In 2023, we made donations in the United States, Canada, Mexico, Colombia, Israel, and Bulgaria.

None of our leased corporate office buildings generate hazardous waste. For non-hazardous waste, we utilize each office building’s waste and recycling services.

In 2023, our offices in Canada including our headquarters in Montreal, successfully diverted more than 2,400 pounds of recyclable materials out of landfill.

Additionally, we have increased our usage of compostable or reusable utensils and cups, LED lighting, and filtered water fountains. We also continue to encourage team members to utilize digital documents instead of paper to help further reduce waste.

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APPENDIX SASB Disclosure Topic

Accounting Metric (1) Total energy consumed, (2) Percentage grid electricity, (3) Percentage renewable

Environmental Footprint of Hardware Infrastructure

Unit of measure Gigajoules (GJ),

SASB Code

2023 Disclosure

TC-SI-130a.1

For information on our total energy usage please refer to our 2022 Scope 1 & 2 GHG calculations results on page 52 of this report.

TC-SI-130a.2

We currently do not track this data.

TC-SI-130a.3

Data servers are managed by third parties, some of whom have publicly disclosed efforts to address their environmental footprint, including commitments to 100% renewable energy use, water positivity and climate neutrality. For more information on our ongoing environmental sustainability efforts please refer to page 54 of this report.

Percentage (%)

(1) Total water withdrawn, (2) Total water consumed, percentage of each in regions with High or Extremely High Baseline Water Stress

Thousand cubic meters (m³),

Discussion of the integration of environmental considerations into strategic planning for data center needs

Discussion and Analysis

Percentage (%)

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Disclosure Topic

Data Privacy & Freedom of Expression

Disclosure Topic

Unit of measure

SASB Code

Description of policies and practices relating to targeted advertising and user privacy

Discussion and Analysis

TC-SI-220a.1

The majority of our sales are to other businesses, for which we do not conduct targeted advertising on persons or data subjects. We are committed to compliance with the laws on data privacy and to upholding the trust our customers place in us. We maintain a suite of data privacy policies.

These include policies on the use of cookies and personal data. We use a dedicated privacy platform to ensure our compliance with the laws on the use of cookies.

Number of users whose information is used for secondary purposes

Number

TC-SI-220a.2

We do not use personal data for a purpose other than one related to the provision of our core services. We do not sell personal data.

Total amount of monetary losses as a result of legal proceedings associated with user privacy

Reporting currency

TC-SI-220a.3

In 2023 Nuvei had zero monetary losses as a result of legal proceedings associated with user privacy.

(1) Number of law enforcement requests for user information, (2) Number of users whose information was requested, (3) Percentage resulting in disclosure

Number TC-SI-220a.4 Percentage (%)

As per legal obligations, our Company, similar to all others, must furnish user information to governmental agencies when we receive valid judicial requests, subpoenas, or other legal mandates. We diligently examine each request we receive to ensure that the requesting governmental agency is legitimately authorized to access the specific data they seek.

List of countries where core products or services are subject to government-required monitoring, blocking, content filtering, or censoring

Discussion and Analysis

TC-SI-220a.5

We operate in a regulated industry. We are obliged to monitor transactions to prevent fraud and to combat money laundering. We have been authorized to provide our services in the United States, Canada, the United Kingdom, and the European Economic Area amongst other jurisdictions.

Unit of measure

SASB Code

Number, Percentage (%)

TC-SI-230a.1

There were no material data breaches in 2023.

We take the protection of personal information very seriously. We encourage and require the reporting of security and privacy incidents. For cybersecurity purposes, we do not disclose specifics regarding these attempts unless we are legally required to do so. We maintain an information security program that is aligned with applicable regulatory requirements and industry standards, such as the PCI Data Security Standard for our card processing systems. We routinely review and strengthen the program as necessary to provide responsiveness to and protection against actual and emerging threats.

Discussion and Analysis

TC-SI230a.2

For information regarding our approach to addressing data security risk please refer to the section beginning on page 22 of this report.

Accounting Metric

Accounting Metric (1) Number of data breaches, (2) Percentage that are personal data breaches, (3) Number of users affected

Data Security

Description of approach to identifying and addressing data security risks, including use of third-party cybersecurity standards

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2023 Disclosure

2023 Disclosure

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Disclosure Topic

Recruiting & Managing a Global, Diverse & Skilled Team

Accounting Metric

Unit of measure

SASB Code

2023 Disclosure

Percentage of employees that require a work visa

Percentage (%)

TC-SI-330a.1

We currently do not track this data.

Employee engagement as a percentage

Percentage (%)

TC-SI-330a.2

Please refer to page 35 of this report for more information regarding team member engagement initiatives.

Percentage of (1) gender and (2) diversity group representation for (a) executive management, (b) non-executive management, (c) technical employees, and (d) all other employees

Percentage (%)

TC-SI-330a.3

Workforce Gender Statistics: 1a) Executive Management: 22% Female, 78% Male 1b) Non-Executive Management: 36% Female, 64% Male 1c) Technical Employees: 23% Female, 77% Male 1d) All Other Employees: 50% Female, 50% Male 2) Nuvei is a truly globally operating company with a team that represents more than 75 different nationalities. We currently do not collect or report employee demographics in terms of racial or ethnic groups.

Disclosure Topic

Accounting Metric

Intellectual Property Protection & Competitive Behavior

Total amount of monetary losses as a result of legal proceedings associated with anticompetitive behavior regulations

Disclosure Topic

Accounting Metric Number of (1) performance issues and

Managing Systemic Risks from Technology Disruptions

Unit of measure

SASB Code

2023 Disclosure

TC-SI-520a.1

In 2023 Nuvei had no monetary losses as a result of legal proceedings associated with anti-competitive behavior regulations.

SASB Code

2023 Disclosure

Number, Days

TC-SI-550a.1

Our networks are supported by advanced technologies that monitor our uptimes and system updates. With transactions occurring at all times of the day, we apply an ‘always on’ approach with 24/7 x 365 continuous monitoring to maintain our targeted uptime.

Discussion and Analysis

TC-SI-550a.2

For information regarding our approach to addressing risks related to disruptions of operations please refer to the section beginning on page 22 of this report.

Reporting currency

Unit of measure

(2) service disruptions; (3) total customer downtime Description of business continuity risks related to disruptions of operations

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DISCLAIMER NON-IFRS AND OTHER FINANCIAL MEASURES Nuvei's audited consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. The information presented in this ESG report includes nonIFRS financial measures, and supplementary financial measures, namely Adjusted EBITDA, Adjusted Net Income, Total volume, 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 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.

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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.

Please refer to Nuvei’s Management’s Discussion and Analysis for the year ended December 31, 2023, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca, for an explanation of the composition of these measures, an explanation of how these measures provide useful information to investors and the additional purposes for which management uses these measures, under "Non-IFRS and Other Financial Measures", which section is incorporated by reference in this ESG report.

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Reconciliation of Adjusted EBITDA to Net Income (Loss) a. These expenses relate to: i. professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the year ended December 31, 2023, these expenses were $24.4 million ($13.1 million for the year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses. ii. acquisition-related compensation was $4.1 million for the year ended December 31, 2023 and $14.3 million for the year ended December 31, 2022. 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 year ended December 31, 2023, and a gain of $1.0 million was recognized for the year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses. iv. severance and integration expenses, which were $12.8 million for the year ended December 31, 2023 ( $2.0 million for the year ended December 31, 2022). These expenses are presented in selling, general and administrative expenses and cost of revenue. b. 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 year ended December 31, 2023, the expenses consisted of non-cash share-based payments of $134.6 million ($139.1 million for the year ended December 31, 2022), and $1.0 million for related payroll taxes ($0.2 million for the year ended December 31, 2022).

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME (LOSS) (In thousands of US dollars) Years ended December 31 2023 / $

2022 / $

(696)

61,955

Finance cost 121,334

22,841

Net income (loss)

Finance income

(9,283)

(13,694)

Depreciation and amortization 136,423

101,492

Income tax expense

15,643

25,582

Acquisition, integration and severance costs (a)

41,330

28,413

Share-based payments and 135,568 139,309 related payroll taxes (b) Gain on foreign currency exchange

(10,101)

(15,752)

Legal settlement and other (c)

7,123

1,171

Adjusted EBITDA 437,341

351,317

c. 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.

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Reconciliation of Adjusted Net Income to Net Income (Loss) (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.

RECONCILIATION OF ADJUSTED NET INCOME TO NET INCOME (LOSS) (In thousands of US dollars)

(b) These expenses relate to: (i) professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the year ended December 31, 2023, these expenses were $24.4 million ($13.1 million for the year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses. (ii) acquisition-related compensation was $4.1 million for the year ended December 31, 2023 and $14.3 million for the year ended December 31, 2022. 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 amounts were recognized for the year ended December 31, 2023, and a gain of $1.0 million was recognized for the year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses. (iv) severance and integration expenses, which were $12.8 million for the year ended December 31, 2023 and $2.0 million for the year ended December 31, 2022. These expenses are presented in selling, general and administrative expenses and cost of revenue. (c) 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 sharebased payments. For the year ended December 31, 2023, the expenses consisted of non-cash sharebased payments of $134.6 million ($139.1 million for the year ended December 31, 2022), and $1.0 million for related payroll taxes ($0.2 million for the year ended December 31, 2022).

Years ended December 31 2023 / $

2022 / $

Net income (loss)

(696)

61,955

Change in fair value of share repurchase liability

571

(5,710)

Accelerated amortization of deferred financing fees

15,094

—

Amortization of acquisition-related intangible assets(a)

101,599

83,861

Acquisition, integration and severance costs(b)

41,330

28,413

Share-based payments and 135,568 139,309 related payroll taxes(c) Loss (gain) on foreign currency exchange Legal settlement and other(d) Adjustments

(10,101) (15,752) 7,123

1,171

291,184 231,292

Income tax expense related to (42,552) (19,061) adjustments(e) Adjusted net 247,936 274,186 income

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

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