Publication of Final Response Circular

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

25 March 2022

CIP MERCHANT CAPITAL LIMITED

("CIP" or the "Company")

Publication of Final Response Circular Rejecting CFE's Final Offer

The Board of CIP (the "Board"), further to the Company's announcement of 23 March 2022, announces that it is today posting its final response circular (the "Final Response Circular") to Shareholders in respect of the hostile, final, mandatory cash offer by Corporation Financière Européenne S.A. ("CFE") for the Ordinary Shares in CIP not already held by CFE (or any persons acting in concert with it) at a price of 60 pence per Ordinary Share.

The Board strongly and unanimously believes that the Final Offer remains a highly opportunistic offer, which significantly undervalues CIP's current investment portfolio and the Company as a whole, such that it does not reflect an appropriate value for independent Shareholders.

TO REJECT THE FINAL OFFER, SHAREHOLDERS NEED TAKE NO ACTION - SIMPLY DO NOT RETURN CFE'S FORM OF ACCEPTANCE OR TAKE ANY ACTION IN CREST.

The Final Response Circular and related display documents will be made available on the Company's website at: www.cipmerchantcapital.com.

Unless otherwise defined, terms used in this announcement shall have the same meanings as those set out in the Final Response Circular.

Enquiries:

Additional information

The information contained in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (which applies in the United Kingdom by operation of the European Union (Withdrawal) Act 2018 (as amended)). The person responsible for arranging release of this announcement on behalf of CIP is Adrian Collins.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to CIP and no-one else in relation to the Final Offer and/or other matters described in this announcement and will not be responsible to anyone other than CIP for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Final Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with the Final Offer, this announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on CIP's website at: www.cipmerchantcapital.com (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on 28 March 2022. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Availability of hard copies

Shareholders may request hard copies of any document published on the Company's website in connection with the Final Offer by contacting the Company's registrar at: Computershare Investor Services (Guernsey) Limited, 13 Castle Street, St Helier, Jersey JE1 1ES (telephone number: +44 (0)370 707 4040 or email: [email protected]). Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Final Offer should be in hard copy form.