Statement re Possible Offer

US$1.15 in cash per CAB Payments Holdings plc share

Partial unlisted share alternative

The Helios Consortium (as defined below) announces that it is seeking the recommendation for an increased possible offer it made on 29 January 2026 to the board of CAB Payments Holdings plc ("CAB Payments") to acquire the entire issued and to be issued ordinary share capital of CAB Payments excluding those shares already held by Helios Fund III (as defined below) (the "Increased Possible Offer").

The Helios Consortium holds, controls or has received a letter of support for the Increased Possible Offer in respect of 127,905,170 CAB Payments shares, representing 50.33 per cent. of the issued share capital of CAB Payments (further details of the Helios Fund III shareholding and the letter of support are set out below).

Under the terms of the Increased Possible Offer, CAB Payments' shareholders would be entitled to receive US$1.15 in cash per existing CAB Payments share (the "Cash Offer").

Should a firm offer be made, the Helios Consortium would also make available a partial unlisted share alternative (the "Unlisted Share Alternative").

The Increased Possible Offer price represents a:

• 21% premium to the volume weighted average share price for the thirty-day trading period ended 30 January 2026;
• 37% premium to the volume weighted average share price for the ninety-day trading period ended 30 January 2026; and
• value of US$292 million and £213 million (based on the closing US:GBP spot exchange rate as at 30 January 2026) for the entire issued and to be issued share capital of CAB Payments.

The Increased Possible Offer has been structured to provide CAB Payments' shareholders with a full cash exit and to enable those shareholders who wish to remain invested to participate in the future of the Company through the Unlisted Share Alternative.

On 24 January 2026, a previous possible offer made by the Helios Consortium to the Board of CAB Payments of US$1.05 in cash per existing CAB Payments share was rejected by an independent committee of the Board of CAB Payments.

The Helios Consortium believes after CAB Payments' challenging period as a listed company, including a profit downgrade, executive leadership change and a withdrawn possible offer from StoneX Group Inc., the long-term success of the business will be better supported under the Helios Consortium's private ownership.

Adviser

Rothschild & Co is acting as financial adviser to the Helios Consortium.

Helios Fund III holding and shareholder support

Helios Fund III holds 114,640,189 ordinary shares of £0.000333 each in the share capital of CAB Payments, representing approximately 45.11 per cent. of the existing issued ordinary share capital of CAB Payments as at close of business on 30 January 2026 (being the latest practicable date prior to the date of this announcement).

In accordance with Rule 2.10(a) of the Code, the Helios Consortium announces that it has procured a non-binding letter of intent from Eurocomm Holding Limited ("Eurocomm") confirming it would be supportive, in principle, for an offer which: is at a price per CAB Payments share of no less than US$1.05; includes an Unlisted Share Alternative; and is effected by means of a scheme of arrangement. Eurocomm indirectly holds the relevant authority to control the exercise of all rights (including voting rights) attaching to 13,264,981 ordinary shares of £0.000333 each in the share capital of CAB Payments, representing approximately 5.22 per cent. of the existing issued ordinary share capital of CAB Payments as at close of business on 30 January 2026 (being the latest practicable date prior to the date of this announcement).

Accordingly, in aggregate the Helios Consortium holds or has received a letter of support in respect of 127,905,170 ordinary shares of £0.000333 each in the share capital of CAB Payments, representing approximately 50.33 per cent. of the existing issued ordinary share capital of CAB Payments.

The Helios Consortium

The Helios Consortium comprises Helios Investors V, L.P., 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") (together the "Helios Consortium").

Important Code notes

The Helios Consortium reserves the right to waive any pre-condition to the making of an offer, including the recommendation of the CAB Payments' Board referred to above.

There can be no certainty that an offer will be made for CAB Payments even if the pre-conditions are satisfied or waived.

In accordance with Rule 2.5(a) of the Code, the Helios Consortium reserves the right to make an offer for CAB Payments on less favourable terms than US$1.15 in cash per CAB Payments share and/or not to offer the Unlisted Share Alternative: (i) with the agreement or recommendation of the CAB Payments' board; (ii) if a third party announces a possible offer or a firm intention to make an offer for CAB Payments which, at that date, is of a value less than the Cash Offer; or (iii) following the announcement by CAB Payments of a Rule 9 waiver transaction pursuant to the Code. The Helios Consortium reserves the right to introduce other forms of consideration and/or vary the form or mix of consideration of any offer. The Helios Consortium reserves the right to adjust the terms of the Cash Offer to take account of the value of any dividend or other distribution which is announced, declared, made or paid by CAB Payments after the date of this announcement.

In accordance with Rule 2.6(a) of the Code, the Helios Consortium must, by not later than 5.00 pm (London time) on 2 March 2026, either announce a firm intention to make an offer, subject to conditions or pre-conditions if relevant, for CAB Payments in accordance with Rule 2.7 of the Code or announce that it does 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 can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code. Other than in respect of the Unlisted Share Alternative, for the purposes of the Code, any offer, if made, is likely to be in cash.

Rule 2.4 information

Prior to this announcement it has not been practicable for the Helios Consortium to make enquiries of all persons acting in concert with it to determine whether any dealings in CAB Payments shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for the Helios Consortium, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for the Helios Consortium's Opening Position Disclosure.

Rule 26.1 disclosure

Additional Information

Sources and bases

Volume-weighted average prices derived from Bloomberg as at 30 January 2026.

Exchange rate derived from FactSet as at 30 January 2026.

References to the number of ordinary shares and percentage they represent are based on CAB Payments' latest annual report (FY24).

Reference to a profit downgrade is based on CAB Payments' "Update on Q3 Trading and Outlook" dated 24 October 2023.