Response To Possible Offer Announcement

The Board of CAB Payments excluding Henry Obi and Nitin Kaul (the 'Independent Board') notes the recent announcement made by the Helios Consortium regarding a possible offer for the Company. The Independent Board of CAB Payments confirms that, on 29 January 2026, it received an unsolicited non-binding proposal from Helios Investors V, L.P. and Helios Investors V (Mauritius) L.P. ('Helios Fund V') and Helios Fairfax Partners Corporation ('HFP'), with the support of Helios Investors III, L.P. and Helios Investors III (A), L.P. (together 'Helios Fund III', and together with Helios Fund V and HFP, the 'Joint Bidders') relating to a possible offer by the Joint Bidders for the entire issued and to be issued share capital of CAB Payments (excluding the shares already owned or controlled by Helios Fund III) at a price of USD 1.15 (GBP 0.84)[1] per CAB Payments share in cash ('Cash Offer') and an unlisted share alternative ('Unlisted Share Alternative') (the 'Second Proposal').

The Second Proposal represents a premium of less than 17% based on the closing share price of GBP 0.72 as at 30 January 2026.

The Second Proposal follows an earlier approach from Helios on 17 January 2026 regarding a possible offer for the entire issued and to be issued share capital of CAB Payments at a price of USD 1.05 (GBP 0.77)1 per CAB Payments share in cash and an unlisted share alternative (the 'Initial Proposal').

The Independent Board of CAB Payments, together with its advisers, carefully evaluated each of the proposals received from the Joint Bidders. Together, it unanimously concluded that the proposals are highly opportunistic and fundamentally undervalue CAB Payments and its future prospects. Accordingly, the proposals have been rejected.

The Independent Board believes that the proposals fail to reflect:

• Strong Total Income performance as announced in the FY25 pre-close statement released on 15 January 2026;
• Execution of a strategy built upon deepening the Group's presence in key markets and strengthening central bank and regulatory relationships; an approach that underpins the resilience and sustainability of the business;
• The expansion of the Group's geographic footprint, including two new office openings in New York (December 2025) and Abu Dhabi (January 2026), strengthening its presence in fast‑growth and dynamic markets and bringing the Company closer to the regions in which it operates; and
• The strengthening of the Company's operating platform and regulatory infrastructure through the establishment of a new global clearing partnership with a leading global bank, enhancing liquidity, resilience and client access to USD and EUR clearing.

The business is scheduled to release its full‑year results for 2025 on 5 March 2026 and looks forward to updating the market on how its strategy is delivering.

The Independent Board remains confident in the Company's strategy and its ability to deliver long-term value for shareholders.

There can be no certainty that any firm offer will be made by the Joint Bidders.

CAB Payments shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the Code, the Joint Bidders must, by not later than 5.00 pm (London time) on 2 March 2026, being 28 days after today's date, either announce a firm intention to make an offer for CAB Payments under Rule 2.7 of the Code or announce that they do not intend to make an offer for CAB Payments, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

As a consequence of the announcement by the Helios Consortium, an 'offer period' has commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

This announcement has been made without the consent of the Joint Bidders.

[1] Based on USD / GBP exchange rate of 0.7289.

Rule 2.9 information

The ordinary shares are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BMCYKB41.