Global Payments will not receive any proceeds from the sale of the shares by CIBC, nor will Global Payments issue any new shares of its common stock in connection with the proposed offering.

CIBC currently owns 8,327,755 shares, or approximately 22%, of Global Payments' outstanding common stock, and it plans to sell 1,327,755 shares in an underwritten offering. CIBC also plans to grant the underwriters an option to purchase up to 1,000,000 additional shares to cover over-allotments.

Further, CIBC plans to enter into an option transaction with an affiliate of Citigroup Global Markets Inc. ("Citigroup") relating to 6,000,000 shares of Global Payments' common stock and consisting of five equal sized collars maturing quarterly commencing in April 2006. In order to hedge its risks under this option transaction, Citigroup will initially borrow 5,600,000 shares of Global Payment's common stock from parties unrelated to CIBC and then sell those shares in the underwritten offering.

After completion of the offering, CIBC will continue to hold up to 7,000,000 shares of Global Payments' common stock (or 6,000,000 shares if the underwriters fully exercise their over-allotment option), and CIBC has agreed to pledge 6,000,000 shares to Citigroup to secure CIBC's obligations under the option transaction.

Citigroup Global Markets Inc. and CIBC World Markets Corp. are serving as Joint Book-Running Managers for the offering and Credit Suisse First Boston LLC, Morgan Stanley & Co. Incorporated, UBS Securities LLC, SunTrust Capital Markets, Inc. and Thomas Weisel Partners LLC are serving as Co-Managers in connection with the offering.

Citigroup will offer up to 400,000 additional shares of Global Payments' common stock in connection with the option transaction. These 400,000 shares will not be part of the underwritten offering but have been registered with the Securities and Exchange Commission.