Payoneer Global Inc

1. 1

   Adoption of the Merger Agreement and Approval of the Merger (Proposal 1

   ManagementBoard: FOR

   Stockholders are asked to adopt the Agreement and Plan of Merger among Payoneer, Neon Maple Parent Inc. (Nuvei Parent) and Panda Acquisition Sub Inc., approving the Merger whereby Merger Sub will merge with and into Payoneer and Payoneer will become a wholly owned subsidiary of Nuvei Parent in exchange for $7.40 in cash per share (subject to exclusions and appraisal rights).

   More detail

   Proposal asks stockholders to approve adoption of the Merger Agreement providing for Nuvei Parent’s acquisition of Payoneer for $7.40 per share in cash. Management seeks shareholder approval because the Merger Agreement is a fundamental transaction that requires affirmative stockholder consent; the Board unanimously recommended the transaction after a process that included engagement of financial and legal advisors, a market check, negotiation of detailed definitive agreements and receipt of a fairness opinion from Qatalyst Partners. Context includes a strategic sale process conducted intermittently since late 2024, multiple counterparties engaged, material market volatility that affected bidding, and detailed terms addressing regulatory approvals (including payment services and foreign investment approvals), limited closing conditions, no financing condition for Payoneer, and protections for stockholders including a Parent termination fee and appraisal rights. The Board concluded $7.40 per share provided attractive immediate cash value (44% premium to pre-announcement price) and that the uncertainties and execution risks of remaining independent made the transaction preferable. The Merger will cause delisting and deregistration, treatment of equity awards for cash or deferred payments (with specific acceleration for certain executives), potential termination fees, regulatory undertakings and extensive covenants. Stockholders should weigh cash certainty, premium, board process and advisor opinion against loss of future upside, regulatory risk, potential litigation and executive interests in the deal.

2. 2

   Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2

   ManagementBoard: FOR

   Non-binding, advisory vote to approve compensation that may be paid or become payable to Payoneer’s named executive officers that is based on or otherwise relates to the Merger and the transactions contemplated by the Merger Agreement (golden parachute compensation disclosures).

   More detail

   The advisory (non-binding) proposal asks shareholders to approve the so-called golden parachute compensation payable to the company’s named executive officers in connection with the Merger. Management is seeking this non-binding approval because SEC rules require a separate advisory vote on compensation arrangements for named executive officers relating to a merger. The proxy includes quantified estimates of cash severance, accelerated equity settlement and other benefits for named executives (notably the CEO and CFO), and management recommends a “For” vote; the Board emphasizes that the pay arrangements were negotiated as part of the overall transaction and include single- and double-trigger elements, treatment of equity awards as cash or deferred awards, and certain executive-specific letter agreements (e.g., CEO Caplan letter). The vote is advisory only and not a condition to closing. Analysts evaluating the proposal should consider the amounts disclosed, the form and timing of payments (cash vs deferred), the governance process around negotiation and Board review, the company’s disclosure and quantified potential payouts, and the broader context that these amounts can motivate retention and transition but may also create conflicts of interest for executives when negotiating a deal. This vote provides feedback but does not legally constrain the board or management, although a negative vote can influence future governance action and reputational consequences.

3. 3

   Vote on Adjournment (Proposal 3

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

   More detail

   The proposal asks stockholders to authorize a discretionary adjournment of the Special Meeting in order to allow additional time to solicit further proxies if there are insufficient votes at the scheduled meeting to approve the Merger Agreement Proposal. This is a routine procedural proposal management typically includes for transaction meetings; it permits the Board’s proxy holders to adjourn the meeting and continue solicitation without holding a new meeting or resetting the record date if necessary (within certain limits). Management recommends FOR this adjournment authority to ensure a path to secure the requisite majority vote for the Merger, avoid a failed vote due to insufficient participation and reduce the need for a new shareholder meeting. This proposal is non-controversial and usually passes if the Merger Agreement Proposal requires more votes than are present; it has no substantive effect on the terms of the Merger but is operationally important to consummate the transaction if additional time is required to gather support.

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When is the Payoneer Global Inc 2026 special meeting?

Payoneer Global Inc (PAYO) holds its 2026 special shareholder meeting on Monday, September 14, 2026.

What is the record date for the Payoneer Global Inc 2026 meeting?

The record date for the Payoneer Global Inc 2026 meeting is Thursday, August 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Payoneer Global Inc's 2026 meeting?

The board is presenting 10 director nominees at the Payoneer Global Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Payoneer Global Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Payoneer Global Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.