CAB Payments Holdings PLC

Proxy Solicitation & Information Statement • Apr 5, 2024

CAB Payments Holdings plc 2024 Annual General Meeting ("2024 AGM")

Shareholder Attendance Card

Thursday 9 May 2024 at 2.00pm at The News Building, 3 London Bridge Street, London SE1 9SG United Kingdom, with facilities to attend electronically

Shareholder Reference Number

Use the QR code to register for FREE at www.shareview.co.uk

Please bring this Attendance Card with you (or a note of the Shareholder Reference Number above), if you would like to ëƢƢėŝĐɆƢķėɆǥǣǥǧɆEnɆļŝɆƋėƎƖŨŝɆëƢɆ¶ķėɆpėǂƖɆƪļŒĐļŝİșɆ{ŝɆëƎƎļǁëŒɆëƢɆƢķėɆǁėŝƪėȚɆLjŨƪɆśëLjɆëŒƖŨɆĈėɆëƖŏėĐɆįŨƎɆƋķŨƢŨɆļĐėŝƢļǘĉëƢļŨŝɆ and will pass through airport style security screening before being guided to the meeting room.

We are also providing shareholders with the opportunity to attend the 2024 AGM electronically, should they wish to do so, by joining a live webcast where all participants will be able to vote on the resolutions and to ask their questions in real time, using a messaging function. Further details on how to join the 2024 AGM can be found in the Notice of Meeting.

Form of Proxy

If you are not able to attend the 2024 AGM, you can appoint another person (proxy) to attend, speak and vote on your behalf.

You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview. co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. Alternatively, If you would prefer, you may return this Form of Proxy in an envelope to Equiniti, FREEPOST, RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing BN99 8LU. No stamp is required. Before completing this Form of Proxy please read the explanatory notes.

I/We hereby appoint the Chair of the 2024 AGM or the following person

Name of Proxy

Number of shares

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the 2024 AGM of CAB Payments Holdings plc (the "Company") to be held at The News Building, 3 London Bridge Street, London SE1 9SG, with facilities to attend electronically, on Thursday 9 May 2024 at 2:00pm, and at any adjournment thereof (see note 1).

Please tick here if this proxy appointment is one of multiple appointments being made

For the appointment of more than one proxy, please refer to note 4.

Please indicate your vote by placing a cross in the appropriate boxes in black ink.

I/We direct my/our proxy to vote as follows:

Resolutions		For	Against	Vote withheld
1.	To approve the Annual Report for 2023
2.	To approve the Directors' Remuneration Report
3.	To approve the Directors' Remuneration Policy
4.	To re-elect Caroline Brown as a Director
5.	To re-elect Ann Cairns as a Director
6.	To re-elect Susanne Chishti as a Director
7.	To re-elect Richard Hallett as a Director
8.	To re-elect Noël Harwerth as a Director
9.	To re-elect Jennifer Johnson-Calari as a Director
	10. To re-elect Karen Jordan as a Director
	11. To re-elect Simon Poole as a Director
	12. To re-elect Mario Shiliashki as a Director
	13. To re-elect Bhairav Trivedi as a Director
	14. To re-appoint Mazars LLP as auditor
	15. To authorise the Audit Committee to determine the remuneration of the auditor
	16. To authorise the making of political donations
	17. To authorise the Directors to allot shares
	18. To authorise the Directors to disapply pre-emption rights (general authority)*
	19. To authorise the Directors to disapply pre-emption rights (acquisitions/capital investments)*
	20. To authorise a 14 clear day notice period for general meetings*

*Special resolution.

Signature Date

Notes for completing your Form of Proxy

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the 2024 AGM. If you wish to appoint a person other than the Chair of the 2024 AGM, please insert the name of your chosen proxy holder in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box below the proxy holder's name the number of Ordinary Shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. Please indicate with an "x" In the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution. On any other business arising at the 2024 AGM (including any motion to amend a resolution or to adjourn the meeting) the proxy will act at his or ķėƎɇĐļƖĉƎėƢļŨŝșɆ
• 1. If this Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with this Form of Proxy. In the case of a joint holding, any holder may sign, but if more than one holder votes, the vote ŨįɆƢķėɆŨŝėɆǂķŨƖėɆŝëśėɆëƋƋėëƎƖɆǘƎƖƢɆŨŝɆƢķėɆƎėİļƖƢėƎɆŨįɆ members shall be accepted to the exclusion of the votes of the other joint holders. Names of all joint holders should be stated. If the shareholder is a corporation, this Form of Proxy must be executed under its common seal ŨƎɆƖļİŝėĐɆĈLjɆëŝɆŨįǘĉėƎȚɆëƢƢŨƎŝėLjɆŨƎɆŨƢķėƎɆƋėƎƖŨŝɆĐƪŒLjɆ authorised by the corporation, stating their capacity (e.g. director, secretary). Any alterations to the Form of Proxy should be initialled.
• 1. To appoint more than one proxy you may photocopy this Form of Proxy or (an) additional Form(s) of Proxy may be obtained by contacting the Registrars' helpline on +44 (0)371 384 2030. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding public holidays in England and Wales. Please indicate in the box next to the proxy holder's name the number of Ordinary Shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.

• ǨșɆ ɆƪƎƖƪëŝƢɆƢŨɆ¡ėİƪŒëƢļŨŝɆǧǤɆŨįɆƢķėɆ½ŝĉėƎƢļǘĉëƢėĐɆ Securities Regulations 2001, entitlement to attend and vote at the 2024 AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.30pm on Tuesday 7 May 2024, or, if the meeting is adjourned, 6:30pm on the date which is two days (excluding ëŝLjɆŝŨŝȯǂŨƎŏļŝİɆĐëLjƖȪɆĈėįŨƎėɆƢķėɆƢļśėɆǘLJėĐɆįŨƎɆƢķėɆ adjourned meeting. In each case, changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the 2024 AGM.

• This Form of Proxy must be received by the ŨśƋëŝLjȼƖɇ¡ėİļƖƢƎëƎȚɆ,ƍƪļŝļƢļȚɆŝŨɆŒëƢėƎɆƢķëŝɆǥșǣǣƋśɆ Ũŝɇ¶ƪėƖĐëLjɆǪɆnëLjɆǥǣǥǧșɆ¶ŨɆëƋƋŨļŝƢɆŨŝėɆŨƎɆśŨƎėɆƋƎŨLJļėƖɆ or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Equiniti (ID RA19) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) ȩëȪɆŨįɆƢķėɆ½ŝĉėƎƢļǘĉëƢėĐɆ©ėĉƪƎļƢļėƖɆ¡ėİƪŒëƢļŨŝƖɆǥǣǣǤș

You may change your proxy instruction provided that the Company's Registrar receives your amended proxy Instruction by the deadline for receipt of proxies.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.00pm on Tuesday 7 May 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

• 1. You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. Your proxy appointment must be received no later than 2.00pm on Tuesday 7 May 2024 and will not be accepted if found to contain a computer virus.
• 1. The "Vote Withheld' option is provided to enable you to instruct your proxy to abstain from voting on any particular resolution. However, it should be noted that a "'Vote Withheld" is not a vote in law and will not be counted in the calculation of the percentage of votes "For" and "Against" a resolution.
• 1. This Form of Proxy shows your address as it appears on the Register of Members. If this information is incorrect, please contact the Company's Registrar, Equiniti, on +44 (0)371 384 2030. Lines ore open 8.30am to 5.30pm (UK time), Monday to Friday, excluding public holidays ļŝɇ,ŝİŒëŝĐɆëŝĐɆÕëŒėƖș
• 1. The completion and return of this Form of Proxy will ŝŨƢɇƋƎėĉŒƪĐėɆëɆśėśĈėƎɆįƎŨśɆëƢƢėŝĐļŝİɆƢķėɆǥǣǥǧɆEnɆ and voting.
• 1. Shareholders are advised that unless otherwise provided, the telephone numbers, website and email addresses which may be set out in the Notice of Meeting or this Form of Proxy are not to be used for the purpose of communication with the Company (including the service of documents or information on the Company).