Slide 1: CEO emails to commercial stakeholders and external constituents
2. A form of email from the CEO provided to commercial stakeholders on June 15, 2026. Subject: An Exciting New Chapter for Payoneer I'm writing to share important news (https://investor.payoneer.com/news-releases/news-release-details/nuvei-acquire-payoneer-275-billion-creating-leading-global): Nuvei
Slide 2: CEO email to Payoneer employees: Exciting News
From: John Caplan Sent: Monday, June 15, 2026 8:14 AM To: Payoneer Global Employees Subject: Exciting News Exciting update June 15, 2026 Hi everyone, A few minutes ago, we announced that Nuvei has entered into a definitive agreement to acquire Payoneer in an all-cash transaction valuing Payoneer at
Slide 3: CEO email to employees (continued)
on the other side of the payments ecosystem saying to us, “we see what you're building, we believe in it, and we want to combine forces to build something bigger’. Payoneer’s opportunity has always been massive and together with Nuvei, we will operate with the scale, resources, and reach that our op
Slide 4: Email to enterprise, banking and strategic partners
5. A form of email from Company employees provided to enterprise, banking and strategic partners on June 15, 2026. Dear [Partner], You may have seen our announcement this morning (attached below) that Nuvei has entered into a definitive agreement to acquire Payoneer. We believe this combination will
Slide 5: LinkedIn post shared by the CEO
7. LinkedIn post shared by the CEO on June 15, 2026.
Slide 6: Ambition to achievement: The next chapter
Today, Payoneer enters its most ambitious phase yet. We've announced an agreement to be acquired by Nuvei, a transaction that validates the strategic asset we've built and unlocks our ability to scale even further globally. As I think about what's ahead, I keep coming back to a man named Luis. He is
Slide 7: CEO LinkedIn post: North Star and journey
by, his own success. His banking relationships didn't talk to each other. His fees were exorbitant and buried in fine print. He couldn't see his cash position across currencies in one place. He was spending hours every week on financial administration that should have taken minutes. Hours he should
Slide 8: Phase 2: Focusing on complex cross-border businesses
Phase 2: Focusing on the most complex and underserved cross - border businesses (2022 - 2026): When I arrived in 2022, we had exceptional infrastructure but operated more as a volume acquisition machine, than a value creation platform. Luis and millions like him needed a partner. We became one. We r
Slide 9: Ecosystem expansion and long-term competitiveness
among Western platforms. In a world where most fintechs leaned towards being as much “tech” as possible and as little “fin” as they could get away with, we recognized the importance of our regulated and trusted ecosystem and doubled down. We expanded our ecosystem : 100 + marketplaces including Etsy
Slide 10: Phase 3: Leading the future of payments with Nuvei
Phase 3: Leading the future of payments with Nuvei (2026 and Beyond): This is where it gets exciting. Global business is evolving rapidly. New technologies such as real - time settlement, programmable money, stablecoins, and AI - driven commerce are reshaping how businesses move money across borders
Slide 11: Board evaluation and benefits of the transaction
When Nuvei made their approach, our Board fulfilled its role with steady, experienced guidance. We evaluated multiple scenarios, talked to other parties, and considered remaining public. The question we kept coming back to: what path creates the most value, for shareholders, for customers, for our t
Slide 12: Gratitude and Forward
Gratitude and Forward To our customers: You are the reason we exist. You gave us your trust, your feedback, and your ambition. You showed us what was missing. You held us accountable when
Slide 13: Thanks to team, shareholders and Board
we fell short and gave us purpose when we got it right. Thank you. And get ready, because what comes next will be faster, better, and more capable. To our team: You built this. Every customer interaction and success story. Every product shipped. Every operational improvement. You collaborated across
Slide 14: Forward-Looking Statements
1. Please refer to the end of this letter for the reconciliation from net income (loss) to adjusted EBITDA. Forward - Looking Statements Cautionary Statement Regarding Forward - Looking Statements This communication contains forward - looking statements within the meaning of the Private Securities L
Slide 15: Forward-Looking Statements (continued)
materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances
Slide 16: Additional Information and Where to Find It
not discussed in this communication could also have material adverse effects on forward - looking statements. The Company does not assume an obligation to update any forward - looking statements, except as required by applicable law. These forward - looking statements speak only as of the date hereo
Slide 17: Participants in the solicitation
April 27, 2026 (and which is available at https://www.sec.gov/ix? doc=/Archives/edgar/data/0001845815/000110465926049462/tm261500 - 1_def14a.htm ) and in the Company’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2025 (and which is available at https://www.sec.gov/ix? doc=/Arc
Slide 18: Financial Information; Non-GAAP Financial Measures
Financial Information; Non - GAAP Financial Measures Some of the financial information and data contained in this letter, such as adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Payoneer uses these non - GAAP measures to com
Slide 19: Employee intranet materials
To view or add a comment, sign in In addition, in this letter, we reference volume, which is an operational metric. Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives a
Slide 20: Staying informed: Nuvei + Payoneer
Staying informed: Nuvei + Payoneer This Hub is your go - to source for news, resources, and FAQs related to the transaction. We’ll keep it updated with the latest information as more details become available. Last updated: 6/15/2026 Press Release About the Opportunity
Slide 21: Transaction Hub resources
A message from John Caplan Learn more FAQs John's Blog coming soon Resources Town Halls and AMAs Leader Toolkit FAQs Social Media Guidelines
Slide 22: Exciting update
Exciting update June 15, 2026 Hi everyone, A few minutes ago, we announced that Nuvei has entered into a definitive agreement to acquire Payoneer in an all - cash transaction valuing Payoneer at approximately $ 2.75 billion or $ 7.40 per share - a 44% premium to our last unaffected closing share pri
Slide 23: Exciting update (continued)
transaction is expected to close in mid - 2027, subject to shareholder and regulatory approvals, and customary closing conditions. As we move through integration planning over the coming months, we'll share updates openly and directly. What we are announcing today is the beginning of something bigge
Slide 24: Slide 24
Slide 25: About the Opportunity
About the Opportunity Here is an overview of the opportunity, including what we know, what we don't yet know, and more about Nuvei. We’ll keep this page updated as things evolve, so check back regularly for the latest. For more details, check out the FAQs. What's the news Nuvei announced that it h
Slide 26: Strategic rationale and who is Nuvei
Strategic rationale The transaction brings together two highly complementary platforms to create a leading infrastructure provider for global commerce with broad scale capabilities and reach. The combined company will offer the full set of payment capabilities required to operate locally and acros
Slide 27: What this means for Payoneers, customers and partners
What this means for Payoneers This proposed transaction is a recognition of the business Payoneer has built and the transformation our teams have delivered over the past several years. Payoneer brings highly complementary assets and capabilities - global payout infrastructure and relationships bui
Slide 28: What we know and what we don't know yet
What we don't know…yet What we know Whether the transaction will close on the expected timeline. Specific integration decisions, including future organization design, leadership structure, roadmap decisions, or brand decisions. Any longer - term changes that would occur after closing. The agreement
Slide 29: Leader Toolkit
Leader Toolkit Managers and leaders play an important role in guiding teams through this transition. In moments of change, people look to their leaders first. What you say, and how you show up, shapes how your team understands this moment and stays focused on what matters most. Your teams will be lo
Slide 30: People Manager Checklist
Your team will look to you for clarity, context, and consistency in the days ahead. This checklist outlines what to focus on across Day 1, Day 2, and beyond, so you can guide your team, reinforce key messages, and stay connected as questions and reactions evolve. Day 1 - June 15, Announcement Day Re
Slide 31: People Manager Checklist (continued)
Attend an AMA session with John Caplan and the Corporate Forum , and encourage your teams to join as well. All sessions will be added to calendars. APAC and China: 9:00 am China time EMEA, India, Americas: 9:00 am ET Schedule a meeting with your team to: Reinforce what's happening and what this mean
Slide 32: Communicating with your teams
Communicating with your teams This is about real conversations, and not one - time updates . Your role is to reinforce what’s happening, provide clarity where you can, and create space for your team to ask questions and share what they’re feeling . Be clear about what you know, honest about what’s s
Slide 33: Key talking points
Key talking points: I wanted to bring us together following the announcement that Nuvei plans to acquire Payoneer. I’ll walk through what we know, what we don’t yet know, and then I want to hear from you. This is a big moment. It reflects what this team has built and the impact we’ve had over the pa
Slide 34: Managing reactions to change
Wrapping up the meeting: Join all relevant Town Halls, AMAs, and additional forums to stay informed. Invites will come from your leaders Continue to check for updates on the Transaction Hub as we'll be updating it regularly. Managing reactions to change Most people will feel a range of emotions duri
Slide 35: Depression Anxiety Sense of loss
Depression Anxiety Sense of loss Hostility Denial Happiness Threat Fear ‘Acceptance “~ Depression
Slide 36: Depression reactions
What your teams may say and do: Say “I’m exhausted — this uncertainty is draining.” “I can’t stay motivated when we don’t know what happens after close.” Do Keep quiet in the hope things will blow over. Looks for ways to slow down progress. Acts irritated, passive - aggressive. Openly talks negative
Slide 37: Anxiety reactions
What your teams may say and do: Say “This is a proposed acquisition — what if it takes a long time?” “How do I plan my career if we don’t know what happens after close?” Do Lose focus as they worry about the changes to be announced. Decrease their willingness to take risks. Look nervous and stressed
Slide 38: Sense of loss
Sense of loss What your teams may say and do: Say “I’m worried we’ll lose what makes Payoneer special.” “I don’t want our ways of working or culture to change.” Do Distance themselves from others Produce lower quality work. Use prompts like: “What feels most important to preserve as we go through
Slide 39: Hostility
you, or to your team?” Follow - up : “Where are you most concerned that could change?” Hostility What your teams may say and do: Say “Why wasn’t I involved?” “Why didn’t leadership address rumors earlier?” “Who decided to pursue a proposed acquisition?” Do Keep quiet and hope things will blow over
Slide 40: Hostility prompts and actions
Use prompts like: “What specifically feels unclear or doesn’t line up for you?” “What questions do you feel haven’t been fully answered yet?” “What are you hearing that’s creating uncertainty or doubt?” Follow - up: “Is there anything we should raise or make sure gets answered through the Hub or upc
Slide 41: Denial
What your teams may say and do: Say “It won’t close — approvals will block it.” “This is just noise; nothing will change.” Do Keep quiet in the hope things will blow over. Continue to do things in the old ways. Use prompts like: “How are you thinking about this right now?” “What have you heard so fa
Slide 42: Happiness
What your teams may say and do: Say “I’m looking forward to hearing what happens next.” “I’m hopeful this could create new opportunities over time.” Do Promote positivity on team calls Ask how they can help or when they can get started Use prompts like: “What’s making you feel positive or excited ab
Slide 43: Threat
Threat What your teams may say and do: Say “How do we know we’re being told everything we can be told?” “Why should we trust this isn’t about cost cutting?” Do Act territorially – withhold knowledge or resources. Defend their points of view and are unwilling to compromise. Use prompts like: “What
Slide 44: Fear
“What are you hearing that’s making this feel uncertain or unclear?” Follow - up: “Is there anything you’d want us to raise or get a clearer answer on?” Fear What your teams may say and do: Say “What happens to my job if the proposed acquisition closes?” “Will my team change after close?” “What ha
Slide 45: Fear actions and Acceptance
“What concerns do you have about how this could affect you or your role?” “What part of this feels most uncertain or risky to you?” Follow - up: “What would help you feel more comfortable as we move forward?” Acknowledge you hear them and you understand what they are feeling. Use empathic listening
Slide 46: Acceptance prompts and actions
Use prompts like: “What are you focused on delivering over the next few weeks?” “Where do you feel confident moving forward, even with some unknowns?” Follow - up: “Are there any gaps we should close to keep momentum strong?” Actions you can take: Set near - term team goals. Recognize progress and r
Slide 47: Town Halls and AMAs
Town Halls and AMAs Upcoming events Join the upcoming Global Town Halls and Ask Me Anything (AMAs) to hear directly from leaders, stay informed and ask questions. AMAs will be added to your calendars based on your location. The Global Town Halls will be recorded and shared here for those who can't a
Slide 48: Regional AMAs
Regional AMAs China Town Hall/AMA (Shanghai - in - person + online) - Dandan Chen, Adam Cohen, Tsafi Goldman hosting Tuesday, June 16 - 1:30 pm China China Town Hall/AMA (Guangzhou - in - person only) - Tsafi Goldman, Dandan Chen, Jack Wang hosting Wednesday, June 17 - 2:00 pm China China Town Hall/
Slide 49: Regional AMAs (continued)
LATAM AMA - Adam Cohen, Mar Fernandez hosting Wednesday, June 17 - 10:00 am ET North America AMA - John Davis, Gadi Livne Wednesday, June 17 - 11:00 am ET Week 2 AMA Global AMA - Kevin Ambrosini, Erica Chan Monday, June 22 - 8:00 am ET / 3:00 pm Israel / 8:00 pm China hosting Last updated: 6/15/2026
Slide 50: FAQs
FAQs This is an exciting time for Payoneer. With that, we understand this is a big change and there will be many questions. Your leadership team is committed to keeping you informed throughout this time and as integration planning progresses. Below are FAQs intended to answer the most common questio
Slide 51: FAQs: Purchase price and shareholder cash
Do you feel the purchase price adequately reflects the value of the assets and platform you’ve built? What alternatives did the Board consider? Did you run a full sales process? The purchase price represents a 44% premium to our closing unaffected share price on June 8, 2026 and values the company a
Slide 52: FAQs: If the deal does not close; leadership roles
We will provide updates as we progress towards closing, including if there are any updates to the timeline. What happens if this doesn’t close? If the transaction doesn't close, Payoneer will continue operating as a public company. Our strategy and ambitions remain unchanged. What will John’s role /
Slide 53: What this means for you: jobs and employment
What this means for you Jobs, internal mobility and employment Will my role, team, or manager change before closing? We do not currently anticipate any role, team, or management changes as a result of the proposed transaction before closing. For now, nothing changes in our day - to - day role, pri
Slide 54: FAQs: Job changes and location
Together with Nuvei, we will begin planning for how the combined company will operate following the closing, including with respect to organizational design, reporting structures, roles, and talent needs. This does not mean everything will change. Some areas may change very little, while others may
Slide 55: FAQs: Service recognition and resignation
Will my years of service or seniority be recognized? Yes. Your service with Payoneer before closing will continue to be recognized after the transaction for most employment - related purposes, such as benefits eligibility and vesting, and severance. This means you will not start from “day one” again
Slide 56: FAQs: Compensation and benefits
What could change over time? Over time, we would expect compensation and benefits programs to be reviewed and, where appropriate, aligned with Nuvei’s compensation practices. This does not mean that all programs will change - some may change very little or not at all - while others may evolve to sup
Slide 57: FAQs: Vested RSUs, options and ESPP shares
What happens to my vested RSUs, vested stock options, shares I purchased through ESPP or other Payoneer shares I already own? As part of the proposed transaction, all Payoneer shares will be cashed out at the transaction price shortly after closing pursuant to the terms of the merger agreement. This
Slide 58: FAQs: Tax implications and hiring
Are there tax implications I should be aware of? The announcement of the proposed transaction does not, by itself, create any immediate tax implications for employees. Tax treatment related to compensation, equity, or benefits depends on individual circumstances and on specific events (for example,
Slide 59: FAQs: Backfills and candidates
Will backfills and approved roles still be opened? Hiring for roles that are already approved should continue as planned before closing, subject to normal business approvals. As is typical with transactions like this, some additional governance may apply to senior hires. Any such requirements will b
Slide 60: FAQs: OKRs and deal work
Do I have to do something else now? No. Between now and closing, it is business as usual. Employees should continue executing on our 2026 OKRs, current objectives, and delivering for customers, unless instructed otherwise by their manager. How does this change our OKRs, my goals, and how my performa
Slide 61: FAQs: Promotions and communication
Promotions are generally assessed as part of the annual career and compensation planning process. How that process is applied will depend on where we are in the transaction at the time. Outside of that process, promotions most commonly occur through internal job moves into higher - level roles. Thos
Slide 62: FAQs: Support and customer accounts
If I'm feeling uncertain, what support is available? Who can I speak to if I'm concerned or have more questions? You can speak with your manager or people partner, or submit questions here. Regular updates will be posted on the Payoneer Connect Transaction Hub. You can also access confidential suppo
Slide 63: FAQs: Funds security and products
Absolutely - your funds remain secure and subject to the same regulatory protections and safeguards currently in place. Will this acquisition expand the products/features you’ll be able to offer? We expect the combined entity will accelerate product innovation and expand capabilities for customers o
Slide 64: FAQs: Conflicts and partnerships
Our engineering and product teams continue executing on current priorities. Near - term product commitments remain on track. Will there be a conflict of interest? Doesn’t Nuvei do the same thing we do? Existing agreements remain in full force through closing, and there are no planned changes to scop
Slide 65: FAQs: Media inquiries and social media
Employees should not engage with the media, analysts or investors. All media inquiries should be directed to Angela Sullivan ( angelasul@ pay oneer.com ). All analyst and investor inquiries should be directed to Michelle Wang ( michellewa@ pay oneer.com ). Can I share or comment on news about the tr
Slide 66: FAQs: Compliance and regulatory approvals
Will AML / KYC / compliance processes change before close? No, our AML/KYC and other compliance requirements continue to apply and are not impacted by a change in control. Are there country - specific regulatory approvals required? Yes, a number of our financial services licenses require regulatory
Slide 67: Read the press release here
Read the p ress release here
Slide 68: Social Media Guidelines
Social Media Guidelines We encourage you to share this exciting news on social media. Before you share, p lease review the guidelines below to help ensure our communications remain consistent and compliant with regulatory requirements. How to Share the Announcement: Employees may share the announcem
Slide 69: What not to do
What not to do Do not create your own posts about the transaction. Do not modify the approved copy or add your own commentary, opinions, or analysis. Do not speculate about the transaction, timing, future plans, or potential outcomes. Do not respond to questions or engage in discussions about the tr
Slide 70: Town Hall June 15, 2026
TOWN For internal distribution only H A L L June 15, 2026
Slide 71: Agenda
Agenda For internal distribution only CEO Update - Payoneer’s exciting new chapter John Caplan 01 Nuvei CEO Philip Fayer 02 What’s next and resources Corporate Forum 03 2 June 2026 Town Hall
Slide 72: Payoneer's exciting next chapter
P a y onee r ’ s exciting For internal distribution only n e x t chapter 3
Slide 73: Update with updated graphic from WTW on Monday For internal distribution only For internal
Update with updated graphic from WTW on Monday For internal distribution only For internal distribution only
Slide 74: We know you have a lot of questions
We know you have a lot of questions… What we know, and our commitment to you For internal distribution only • Business as usual before closing (expected mid 2027). We will continue to execute and deliver against our strategy, 2026 OKRs and plans • The opportunity is massive, and you are a big part o
Slide 75: Nuvei CEO Phil Fayer
Nuvei CEO Phil F a y e r 6 For internal distribution only
Slide 76: Building the infrastructure for every payment, everywhere
Building the infrastructure for every payment, everywhere 52 Local acquiring markets 720+ Local payment methods $300B Total volume in 2025 2,500+ Team members in 20+ global offices T R U S T E D B Y W O R L D - L E A D I N G B R A N D S 7 For internal distribution only
Slide 77: Nuvei: Local pay-ins, everywhere
Nuvei: Local pay - ins, everywhere Global payment acceptance Accept cards, LPMs, and local acquiring. Omnichannel Connect enterprise and software platforms. Integrated payments Manage ecommerce and B2B payments. Intelligent risk and fraud management Scale globally with confidence. 8 For internal dis
Slide 78: Payoneer: Global payouts, everywhere
Cross - border payouts Pay suppliers, sellers, and partners globally. Marketplace reach Serving businesses on leading digital commerce platforms. Multi - currency virtual accounts Manage funds across multiple currencies. Cross - border business payments Helping businesses pay and get paid. Payoneer:
Slide 79: Together: the infrastructure for local and cross-border commerce
Together: the infrastructure for local and cross - border commerce One platform = money in, money out, full flow in between Local payment acceptance multi - Cross - border payouts and currency accounts + C O M B I N E D , O N E O F T H E L A R G E S T F I N T E C H S I N T H E W O R L D End - to - e
Slide 80: What to expect & resources
Wh a t to e x p ec t & resources 11 For internal distribution only
Slide 81: Let's build each other up: enablement resources
Let’s build each other up: enablement resources For internal distribution only Today • Global Town Hall • Leaders orientation • Lead the change office hours • Transaction Hub live Tomorrow • AMA with Caplan • Leaders orientation • Lead the change office hours D a y 3 • Local AMA with CF and site lea
Slide 82: Transaction hub on Payoneer Connect
T r a n sa cti o n hub on Payoneer Connect For internal distribution only 13
Slide 83: Thank you
T h a n k you. 14 For internal distribution only Global Town Hall transcript from the presentation provided to employees on June 15, 2026. 00:00:06.060 --> 00:00:11.909 John Caplan: Welcome, everybody, to today's, town hall. Thank you. 00:00:12.020 --> 00:00:16.610 John Caplan: Obviously, for coming
Slide 84: LinkedIn post by Deputy Chief Financial Officer
11. LinkedIn post shared by Gadi Livne, Deputy Chief Financial Officer, on June 15, 2026.
Slide 85: LinkedIn post by Chief Legal & Governance Officer
12. LinkedIn post shared by Tsafi Goldman, Chief Legal & Governance Officer, on June 15, 2026.
Slide 86: LinkedIn post by Chief Strategy Officer
13. LinkedIn post shared by Kevin Ambrosini, Chief Strategy Officer, on June 15, 2026.
Slide 87: LinkedIn post by Chief People Officer
14. LinkedIn post shared by John Davis, Chief People Officer, on June 15, 2026.
Slide 88: LinkedIn post by Chief Compliance Officer
15. LinkedIn post shared by Michael Sheehy, Chief Compliance Officer, on June 15, 2026.
Slide 89: LinkedIn post by Chief Growth Officer
16. LinkedIn post shared by Adam Cohen, Chief Growth Officer, on June 15, 2026.
Slide 90: LinkedIn post by Chief Product & Technology Officer
17. LinkedIn post shared by Oren Ryngler, Chief Product & Technology Officer, on June 15, 2026.
Slide 91: LinkedIn post by SVP, Office of the CEO
18. LinkedIn post shared by Erica Chan, Senior Vice President, Office of the CEO, on June 15, 2026.
Slide 92: Forward-Looking Statements
Forward-Looking Statements Cautionary Statement Regarding Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Except for historical information contained in this communication, the m