Increased final possible offer from StoneX

The Independent Board of CAB Payments[1] announces that, on 9 April 2026, it received a further non‑binding proposal from StoneX Group Inc. ('StoneX') relating to an increased possible offer for CAB Payments at a final* price of 110 pence per share in cash (the 'Increased Final Possible Offer'), which follows StoneX's previous non-binding proposal at 95 pence per share. The Increased Final Possible Offer is subject to the satisfaction or waiver of a number of pre‑conditions, including the satisfactory completion of confirmatory due diligence and the receipt of irrevocable undertakings to support the transaction from each CAB Payments director, the members of the Helios Consortium[2] who own or control Company shares and Eurocomm Holding Limited to accept the Increased Final Possible Offer. StoneX has reserved the right to waive any such pre‑conditions in whole or in part in its absolute discretion.

The terms of the Increased Final Possible Offer value the entire issued and to be issued share capital of CAB Payments at approximately £287m and represent a premium of:

• 52% to CAB Payments' undisturbed closing share price of 72 pence on 30 January 2026, being the business day before the Helios Consortium first announced a possible offer for CAB Payments;
• 43% to CAB Payments' highest share price of 77 pence in the 52 week period to 30 January; and
• 29% to the Helios Consortium's firm offer price of $1.15 per CAB Payments share.[3]

The Independent Board has carefully evaluated the Increased Final Possible Offer together with its financial and legal advisers, and concluded that it would be minded to recommend such an offer to the Company's shareholders if StoneX were to announce a firm intention to make an offer pursuant to Rule 2.7 of the Code on the same financial terms, and subject to the satisfactory agreement of the other terms of the offer and definitive transaction documentation.

The Independent Board encourages the Helios Consortium to engage constructively with the Company and StoneX in relation to the Increased Final Possible Offer, which represents a 29 per cent. premium to the Helios Consortium's firm offer and which the Independent Board believes would be in the best interests of the Company's shareholders as a whole, including minority shareholders.

There can be no certainty that any firm offer will be made by StoneX.

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

Pursuant to Rule 2.5(a)(i) of the Code, StoneX reserves the right to vary the form of consideration as set out above and / or introduce other forms of consideration in substitution for all or part of the cash consideration. StoneX also reserves the right to make the offer on less favourable terms than those described in the Increased Final Possible Offer made to the Independent Board of CAB Payments:

• with the recommendation or consent of the Independent Board of CAB Payments;
• following the announcement by CAB Payments of a Rule 9 waiver proposal or a reverse takeover (as defined in the Code); or
• if a third party, excluding the Helios Consortium, announces a firm intention to make an offer for CAB Payments on less favourable terms than the Increased Final Possible Offer.

Separately, if CAB Payments announces, declares, makes or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, StoneX will make an equivalent reduction to the Increased Final Possible Offer price.

*Pursuant to Rule 2.5(a)(ii) of the Code, StoneX confirms that the Increased Final Possible Offer price of 110 pence per share is final and will not be increased, except that StoneX reserves the right to increase the amount of the Increased Final Possible Offer price if:

• there is an announcement on or after the date of this announcement of an offer or a possible offer for CAB Payments by a new third party offeror or potential offeror; or
• the Panel on Takeovers and Mergers (the "Panel") otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

This announcement has been made with the consent of StoneX.

Allen Overy Shearman Sterling LLP is acting as legal adviser to CAB Payments.