Response To Helios Consortium Statement

The Independent Board[1] of CAB Payments notes the statement released by the Helios Consortium (as defined below) on 27 March 2026.

Statement from the Independent Board:

The Helios Consortium has chosen to launch an unsolicited firm offer for CAB Payments at an unrecommendable value and using a structure that inevitably results in a longer timeline than might otherwise be the case.

Consistent with the Independent Board's fiduciary duties, it has clearly and regularly communicated to the Helios Consortium that, if an offer (including an offer from Helios) is in the best interests of shareholders as a whole, the Independent Board, the Company and its management team would assist the bidder to satisfy any regulatory conditions and implement the offer.

In the absence of a recommendable offer, the Company will continue to focus on creating shareholder value through a complete focus on the execution of its strategy.

Background to the Independent Board's statement

• Firm Offer from the Helios Consortium and Possible Offer from StoneX

The Independent Board has engaged extensively with a significant number of the Company's larger shareholders in relation to the firm offer from the Helios Consortium and the possible offer from StoneX.

The Independent Board:

• Remains of the view that the Helios Consortium's firm offer is highly opportunistic and fundamentally undervalues CAB Payments and its future prospects and is not in the best interests of the Company's shareholders as a whole;
• Continues to believe that there is clear value upside for shareholders above the Helios Consortium's firm offer, as demonstrated by the higher possible offer from StoneX and as reflected in the Company's standalone plans;
• Highlights that the Helios Consortium was not prepared to provide an irrevocable undertaking to StoneX for its 95 pence per share proposal. This position is consistent with the Independent Board's view and subsequent rejection of the StoneX proposal;
• Will continue to engage with the Helios Consortium and all parties (including StoneX) that may put forward any proposals that could be in the best interests of the Company's shareholders as a whole; and
• Would encourage the Helios Consortium to consider proposals at a premium to its own offer that could be in the best interests of the Company's shareholders as a whole, including minority shareholders.
• Helios Consortium regulatory filings

The Independent Board has engaged repeatedly and extensively with the Helios Consortium and has been clear and consistent with the Helios Consortium that:

• The Independent Board will assist with the implementation of any transaction which is in the best interests of the Company's shareholders as a whole, as shareholders would rightly expect it to do;
• Diverting management time and attention from executing the Company's business plan (for the benefit of all shareholders), in order to assist the Helios Consortium in preparing the extensive information it has requested to execute its unrecommended offer, is not in the best interests of the Company's shareholders as a whole;
• The Independent Board believes it would be customary to obtain clarity on shareholder intentions prior to obtaining regulatory approvals. The unusual 'pre-conditional' structure chosen by the Helios Consortium means that the Company's shareholders will not have the opportunity to decide on the merits of its offer until a number of pre-conditions are satisfied, rather than having that opportunity now; and
• The Helios Consortium has received public support for its offer from shareholders representing only 7.59% of the Company's issued share capital (excluding shares owned or controlled by the Helios Consortium).

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

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 and without the consent of StoneX.