Response To Possible Offer Announcement

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE') AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, AND, SAVE AS SET OUT IN THE HELIOS CONSORTIUM ANNOUNCEMENT DATED 12 FEBRUARY 2026, NO CERTAINTY AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

CAB PAYMENTS HOLDINGS PLC

('CAB PAYMENTS' OR THE 'COMPANY' OR THE 'GROUP')

RESPONSE TO POSSIBLE OFFER ANNOUNCEMENT BY THE HELIOS CONSORTIUM

The Board of CAB Payments excluding Henry Obi and Nitin Kaul (the 'Independent Board'), notes the announcement by the Helios Consortium (as defined below) on 12 February regarding the possible offer to acquire the 54.89% of the Company not already owned by Helios Fund III, which it first announced on 2 February (the 'Possible Offer'). The Possible Offer is at a price of USD 1.15 (GBP 0.84)[1] per CAB Payments share in cash (the 'Cash Offer') and an unlisted share alternative.

The Cash Offer, which has not been improved since the Helios Consortium's initial announcement on 2 February, continues to represent a premium of less than 17% based on the closing share price of GBP 0.72 on 30 January, the last business day before the Possible Offer was announced.

As announced by the Independent Board on 2 February, the Independent Board carefully evaluated the Possible Offer with its advisers and concluded unanimously that it was highly opportunistic and fundamentally undervalued CAB Payments and its future prospects, and is not in the best interests of the Company's shareholders. Since 2 February, the Independent Board has engaged extensively with the Company's other shareholders. Following this engagement the Independent Board continues to believe that the Possible Offer fundamentally undervalues CAB Payments and its future prospects, and is not in the best interests of the Company's shareholders.

Shareholders are reminded that no firm offer has been made, and that there can be no certainty that any firm offer will be made, and, save as set out in the Helios Consortium announcement dated 12 February 2026, no certainty as to the terms on which any offer might be made. Accordingly, shareholders are advised to take no action at this time.

The Independent Board notes that the Possible Offer still fails to reflect the Group's trading update on 15 January 2026 which announced an expected Total Income of £119 million for 2025; 12% growth year on year and 30% growth half on half.

Under the new leadership team, beginning with the appointment of Neeraj Kapur as CEO in mid-2024 and strengthened by the appointment of James Hopkinson as CFO in early 2025, the Group has:

• Opened licensed offices in New York in December 2025, shortly followed by Abu Dhabi in January 2026;
• Increased the Group's client numbers, introduced new deposit and derivative products and enhanced liquidity in USD and EUR through new clearing partnerships; and
• Strengthened the Group's infrastructure through access to ACH rails, giving coverage across billions of end points around the world including mobile wallets.

The Independent Board believes the great strength of the Group remains the deep relationships with regulators and central banks in hard-to-reach markets, which positions the Company well to play a key part in the future of digital currencies including stable coins.

The Company's share price is only just beginning to reflect these strategic and financial achievements, with a 53% improvement over the past 6 months to 30 January 2026, the last business day before the Possible Offer was announced.

Following the announcement of the Company's full-year results for 2025 on 5 March 2026, shareholders will be able to assess the Company's performance and strategic progress based on the information disclosed therein. The Independent Board remains confident in the Company's strategy and its ability to deliver long-term value and will continue to engage with its shareholders.

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 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.

The 'Helios Consortium' comprises Helios Investors V, L.P., Helios Investors V (Mauritius) L.P. and Helios Fairfax Partners Corporation, with the support of Helios Investors III, L.P. and Helios Investors III (A), L.P. ('Helios Fund III').

This announcement has been made without the consent of the Helios Consortium.