Share capital | 14. Share capital The Company has authorized the following classes of share capital: ▪ Multiple Voting shares – voting rights at 10 votes per share, entitled to receive dividends on a share‑for‑share basis from time to time as approved by the board, and convertible on a share-for-share basis into subordinate voting share ▪ Subordinate Voting shares – voting rights at 1 vote per share, entitled to receive dividends on a share‑for‑share basis from time to time as approved by the board, non-convertible into any other class of shares ▪ Preferred shares – non-voting, entitled to preference over Subordinate Voting Shares, Multiple Voting Shares and any other shares with respect to payment of dividends and distribution of assets Prior to the TSX listing, the Company had the following classes of share capital authorized: a) Common shares Class A common shares – Voting, right to receive dividends, participating, without par value. The Company was authorized to issue an unlimited number of Class A common shares. There were four series of Class A common shares, with specific features applying to each series discussed below: i. Series A: voting rights at 1.0000001 votes per Class A common share, Series A, could be issued for consideration in cash or property. As per the shareholder agreement, there existed a put option on a portion of the issued and outstanding Class A common shares, Series A. This put option allowed the holder to require that the Company purchase all or a part of the common shares at any time for fair value, in exchange for cash. ii. Series B: voting rights at 1 vote per Class A common share, Series B, could be issued for consideration paid in cash. iii. Series C: voting rights at 1 vote per Class A common share, Series C, could be issued for consideration paid in cash, right to exchange the shares for Class A common shares, Series B at a rate of 1:1. iv. Series D: voting rights at 1.0000002 vote per Class A common share, Series D, could be issued for consideration in cash or property. Class B common shares – Non-voting, right to receive dividends, participating, without par value. The Company was authorized to issue an unlimited number of Class B common shares. b) Preferred shares Class A preferred shares – The Company was authorized to issue 1,000 Class A preferred shares. Non-voting, non-participating, right to exchange as per the provisions of the shareholder agreement for Class A common shares, Series A. As per the shareholder agreement, there existed a put option on all of the issued and outstanding Class A preferred shares in the Company in the event of a sale of the Company. This put option, then exercisable at the discretion of the holder, allowed the holders to receive compensation from other shareholders of the Company. Class B preferred shares – The Company is authorized to issue 89,239,939 Class B preferred shares. Non voting, non-participating, right to exchange as per the provisions of the shareholder agreement for Class A common shares, Series A, B, C, or D, redeemable on demand at the right of the Company and mandatorily redeemable by the Company 10 years from its issuance. Redemption value equal to $1.00 per share plus an amount equal to 15% of the initial value on an annual basis. c) Capital shares in subsidiary (Nuvei Holdings Corporation) A subsidiary of the Company had issued preferred shares directly to shareholders of the Company as part of the shareholder agreement, which were authorized as follows: Class A preferred shares – Non-voting, participating, redeemable on demand at the right of the subsidiary or the shareholder. Redemption value equal to $1.00 per share plus an amount equal to 10% of the initial value on an annual basis. Class B preferred shares – Non-voting, participating, right to exchange as per the provisions of the shareholder agreement for Class B common shares in the subsidiary, redeemable on demand at the right of the subsidiary or the shareholder. Redemption value equal to $1.00 per share plus an amount equal to 10% of the initial value on an annual basis. Class C preferred shares – Non-voting, participating, no right to receive dividends. No shares have been issued. Class D preferred shares – Non-voting, non-participating, redeemable on demand at the option of the Company and mandatorily redeemable by the Company at the earliest of the occurrence of certain types of events or 10 years from its issuance. Redemption value equal to $1.00 per share. The Company has issued the following share capital 2021 The Company issued 1,233,084 Subordinate Voting Shares for a cash consideration of $8,994 during the year ended December 31, 2021 following the exercise of stock options. The Company also issued 138,522 Subordinate Voting Shares as a partial consideration for the Mazooma acquisition (note 4(a)) for a fair value of $11,387. On October 8, 2021, The company issued 3,450,000 Subordinate Voting Shares as part of its US Nasdaq listing. The Company also recognized $16,611 of related share issuance costs. There were 16,183,189 Multiple Voting Shares converted to Subordinate Voting Shares during the year ended December 31, 2021 as a result of two bought deal secondary offerings. There were 76,064,619 Multiple Voting Shares and 66,929,432 Subordinate Voting Shares outstanding as at December 31, 2021. 2020 On November 2, 2020, the Company issued 6,711,923 Subordinate Voting Shares for the acquisition of Smart2Pay (note 4(a)) for a fair value of $254,738. The TSX listing consisted of an offering of 29,171,050 Subordinate Voting Shares issued from treasury, payable on closing of the Offering for aggregate net proceeds to the Company totalling $715,481 after deduction of $42,966 of issuance fees payable by the Company. Immediately prior to the completion of the Offering, the Company completed the following transactions (the “Reorganization”): a) The share capital of the Company was modified to consist of an unlimited number of Multiple Voting Shares, Subordinate Voting Shares and Class A preferred shares, issuable in series, and 1,000 Class B preferred shares; b) An amount of $30,180 in principal amount and accrued interest on the unsecured convertible debentures was converted into Class A common shares of the Company; c) The outstanding Class A common shares (all series) and Class B common shares of the Company were converted into Subordinate Voting Shares on a 2.8-for-1 basis; d) The outstanding Class B preferred shares of NHC were converted into Subordinate Voting Shares on a 2.8‑for-1 basis; e) The outstanding Class A common shares, Class B common shares, Class A preferred shares and Class D preferred shares of NHC held by the Company were cancelled without consideration; f) The outstanding Class A preferred shares of the Company were converted into Class B preferred shares on a 1-for-1 basis. Certain shareholders then purchased all the Class B preferred shares. Subsequently, the Company redeemed the shares. The share capital of the Company was then amended pursuant to articles of amendment under the CBCA to remove the Class B preferred shares from the Company’s authorized share capital and redesignate the Class A preferred shares as the “preferred shares”; and g) The Subordinate Voting Shares held by certain shareholders were exchanged for an equal number of Multiple Voting Shares pursuant to share exchange agreements entered into between the Company and certain shareholders. Classification as equity and liabilities The outstanding share capital of the Company, its subsidiary and related put options were classified as equity or liabilities as follows and changes to the Company’s share capital were as follows: Classified as liabilities 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 14,175,549 58,262 Conversion into Subordinate Voting Shares — — (14,175,549) (131,691) Changes in the redemption amount accounted as financing costs — — — 73,429 Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — 32,000,000 39,967 Conversion into Subordinate Voting Shares — — (32,000,000) (42,976) Changes in the redemption amount accounted as financing costs — — — 3,009 Balance – End of year — — — — Classified as equity 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Company’s share capital Class A common shares, Series A Balance – Beginning of year — — 68,032,894 103,271 Conversion into Subordinate Voting Shares — — (68,032,894) (103,271) Balance, end of year — — — — Class A common shares, Series B Balance – Beginning of year — — 66,739,698 86,145 Conversion into Subordinate Voting Shares — — (66,739,698) (86,145) Balance – End of year — — — — Class A common shares, Series C Balance – Beginning of year — — 56,259,910 72,618 Issuance of shares – Unsecured convertible debenture conversion — — 3,250,206 30,180 Conversion into Subordinate Voting Shares — — (59,510,116) (102,798) Balance – End of year — — — — Class A common shares, Series D Balance – Beginning of year — — 44,403,491 182,498 Conversion into Subordinate Voting Shares — — (44,403,491) (182,498) Balance – End of year — — — — Class B common shares Balance – Beginning of year — — 1,457,360 5,990 Issuance of shares — — 89,286 193 Conversion into Subordinate Voting Shares — — (1,546,646) (6,183) Balance – End of year — — — — Class A preferred shares Balance – Beginning of year — — 1,000 1 Conversion into Class B preferred shares — — (1,000) (1) Balance – End of year — — — — Class B preferred shares Balance – Beginning of year — — — — Issuance of shares – Class A preferred shares conversion — — 1,000 1 Redemption of shares — — (1,000) (1) Balance – End of year — — — — 2021 2020 Quantity Value Quantity Value Unit $ Unit $ Subordinate Voting Shares Balance – Beginning of year 45,924,637 1,139,723 — — Issuance of shares Conversion of Class A common shares, series A, B, C, and D — — 90,307,767 606,403 Conversion of Class B common and preferred shares and convertible debentures — — 11,980,945 49,159 Conversion of multiple voting shares 16,183,189 85,271 — — Exercise of stock options 1,233,084 11,711 760 4 Issuance under public listings 3,450,000 424,833 29,171,050 758,447 Issuance for acquisitions 138,522 11,387 6,711,923 254,738 Conversion into multiple voting shares — — (92,247,808) (486,062) Issuance fees — (16,611) — (42,966) Balance – End of year 66,929,432 1,656,314 45,924,637 1,139,723 Multiple voting shares Balance – Beginning of year 92,247,808 486,062 — — Issuance of shares — — 92,247,808 486,062 Conversion into Subordinate Voting Shares (16,183,189) (85,271) — — Balance – End of year 76,064,619 400,791 92,247,808 486,062 Total 142,994,051 2,057,105 138,172,445 1,625,785 |