Issue of Equity / Directors' Shareholding

For immediate release

Optimal Payments Plc (the "Company")

Issue of Equity and Director's Shareholdings

Friday 26 April 2013 - Optimal Payments Plc (AIM: OPAY) announces that on 25 April 2013 the Company issued 3,929,622 ordinary shares of 0.01 pence each in the Company ("Ordinary Shares") in respect of the final part of the deferred consideration for the acquisition of substantially all of the business and assets of the OP Group from a consortium of investors including Joel Leonoff and a number of other parties (the "Vendors") which was announced on 20 January 2011 (the "Acquisition").

Under the terms of the Acquisition and as part of the consideration, the Company agreed to pay US$20.0 million in cash plus accrued interest (the "Loans") to the Vendors on or about 25 April 2013, subject to any purchase price clawback following a failure to achieve certain performance conditions in each of the calendar years 2011 and 2012 (the "Performance Conditions").

Under a separate warrant agreement, subject to satisfaction of the Performance Conditions, the Vendors had the right to convert the Loans into Ordinary Shares within prescribed exercise periods which ended on or around 25 April 2013 at a premium of 6% to the issue price of the original consideration shares of 59.15 pence up to a total subscription price of US$10.0 million plus interest, and at a premium of 12% to the issue price of the original consideration shares of 59.15 pence up to a total subscription price of a further US$10.0 million plus interest.

As a result of the Performance Conditions having been achieved, the Company agreed that the Vendors could convert a proportion of their Loans into Ordinary Shares on the terms previously agreed. The total amount outstanding under the Loans including accrued interest to 25 April 2013 was $7,638,312.

On 23 April 2013, the Vendors who had not previously converted their portions of the Loans - 7761309 Canada Inc. (representing 9.97% of the Loans) and 9212-2670 Quebec Inc. (representing 12.5% of the Loans) - each gave notice to the Company that they wished to convert their portions of the Loans (amounting to 75% of $5,137,555) into Ordinary Shares. The balance of the Loans was repaid in cash.

As a result, on 25 April 2013 the Company issued 1,743,584 Ordinary Shares to 7761309 Canada Inc. and 2,186,038 Ordinary Shares to 9212-2670 Quebec Inc. Following such issuance, the Company has now satisfied in full its obligations in respect of all of the Vendors' interests in the Loans.

Joel Leonoff, President & CEO of the Company, is indirectly interested in 9212-2670 Quebec Inc. and is therefore interested in 2,186,038 Ordinary Shares, which have been issued to 9212-2670 Quebec Inc. Mr Leonoff also has a direct shareholding in the Company totaling 676,678 Ordinary Shares. This direct holding represents 0.45% of the Company's issued share capital. Mr Leonoff is also interested in 1,917,875 Ordinary Shares by way of awards made to him under the Company's Long Term Incentive Plan. Of these, 811,069 Ordinary Shares have vested and are available for exercise while 1,106,806 Ordinary Shares remain unvested subject to achievement of certain performance conditions in future years.

Application has been made for the admission to trading of the 3,929,622 Ordinary Shares on the AIM Market of the London Stock Exchange and it is expected that such admission will occur on 1 May 2013 ("Admission").

Following Admission, the Company will have 148,741,802 ordinary shares in issue with voting rights.

For further information contact:

Optimal Payments Plc

Andrew Gilchrist EVP Corporate Affairs + 44 (0) 1624 698 713

Email: [email protected]

Canaccord Genuity Limited + 44 (0) 207 523 8000

Simon Bridges

Cameron Duncan