First day of dealings in Preferred Shares

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW OR REGULATION.

14 October 2026

The Smarter Web Company PLC

(“The Smarter Web Company” or the “Company”)

First day of dealings in Preferred Shares

The Smarter Web Company today announces that, further to its announcements on 29 September 2026 and 12 October 2026, admission of the 211,112 Preferred Shares (being the 111,112 Preferred Shares issued pursuant to the IPO and the 100,000 Preferred Shares issued into the Preferred Shares ATM Facility) to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA and to trading on the main market for listed securities of London Stock Exchange plc will take place today at 8.00 a.m. The Preferred Shares will trade under the ticker “MORE” and ISIN GB00C0HJ0D12. The first record date for the weekly Preferred Dividend is Friday 23 October 2026 and the expected timetable for the weekly Preferred Dividends was set out in the Company's announcement of 12 October 2026. The Company expects to announce each weekly Preferred Dividend ahead of the relevant record date.  

Ordinary Shares ATM Facility and Preferred Shares ATM Facility

As set out in the Prospectus, on Admission, 100,000 Preferred Shares will be issued into the Preferred Shares ATM Facility and held by Tennyson Capital.

The Preferred Shares ATM Facility provides for the orderly sale of these shares into the market by Tennyson Capital through its broker over a period of up to 12 months, with the option to extend this period by a further three months. Tennyson Capital will use its reasonable endeavours to sell the Preferred Shares issued into the Preferred Shares ATM Facility through its broker, with sales to be undertaken at prevailing market prices and with Tennyson Capital retaining discretion over the timing and price of individual transactions. Tennyson Capital has waived its right to receive dividends on those Preferred Shares until they are sold to investors through the Preferred Shares ATM Facility.

The Company also has an existing at-the-market facility for its Ordinary Shares under the subscription agreement announced on 24 December 2025 (the “Ordinary Shares ATM Facility”), under which Tennyson Capital may sell Ordinary Shares into the market through its broker.  Where sales of Ordinary Shares have occurred and have been notified to the Company, this has previously been reported by the Company through weekly announcements on Mondays.

To provide investors with a consistent overview of activity across both facilities, the Company will consolidate its reporting into a single weekly announcement schedule, commencing Thursday, 22 October 2026.  This will replace the previous Monday updates.

Under this revised schedule, the Company will announce each Thursday any sales of Preferred Shares or Ordinary Shares under the respective ATM facilities notified to it by Tennyson Capital or Shard (as applicable) since the Company's previous announcement of such sales (or, in the case of the first such announcement, since Admission). Announcements will only be made where sales have occurred and have been notified to the Company.

Other

A copy of the Prospectus published by the Company is available for inspection on the Company's website at https://www.smarterwebcompany.co.uk, subject to certain access restrictions, and has been uploaded to the National Storage Mechanism maintained by the FCA and made available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Approval of the Prospectus by the FCA should not be understood as an endorsement of the Preferred Shares. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Preferred Shares.

Capitalised terms used in this announcement shall, unless otherwise defined in this announcement or unless the context provides otherwise, bear the meaning given to those terms in the announcements made by the Company on 29 September 2026 and 12 October 2026. 

Enquiries

Mayer Brown International LLP and Orrick, Herrington & Sutcliffe (UK) LLP are acting as legal advisers to the Company and Strand Hanson, respectively.

Information on the Company

The Company owns and operates digital services businesses focused on web design, development and digital marketing. The Company serves more than 500 client websites across a diverse range of sectors and generates a significant and growing proportion of its revenue through long-term client relationships and retained service arrangements.

The Company's strategy combines the operation and acquisition of cash-generative web-services businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.

The primary objectives of the Bitcoin Treasury Policy are to support the Company's overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.

As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.

The Ordinary Shares are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.

Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025 and available on the Company's website: https://www.smarterwebcompany.co.uk.

Follow the Company on X: https://x.com/smarterwebuk

The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.

Important notice

The Smarter Web Company holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the FCA, the financial regulator in the UK considers investment in Bitcoin to be high risk. An investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board considers Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board wishes to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated in the conduct of its business by the FCA and there is currently limited regulation of cryptocurrencies (such as Bitcoin) in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same value as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. An investment in the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to buy or sell its Bitcoin at will. The ability to buy or sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

Forward-looking statements

This Announcement contains statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements give the Company's current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as 'anticipate', 'estimate', 'expect', 'intend', 'will', 'project', 'plan', 'believe', 'target', 'outlook', 'aim', 'ambition', 'could', 'goal', 'may', 'seek', 'should' and other words and terms of similar meaning. Forward-looking statements in this Announcement include, but are not limited to, statements regarding the Company's strategy, plans and objectives including Admission, and the expected timetable for such.

Other than in accordance with their respective legal or regulatory obligations (including under the UK MAR, the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), the Company, Strand Hanson and Tennyson Securities expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this Announcement, whether as a result of new information, future events or otherwise.

Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on the forward-looking statements.

Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are beyond the Company's control or precise estimate. The Company cautions investors that a number of important factors could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made and are based upon the knowledge and information available to the Directors on the date of this Announcement.

Important legal information

This Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

This Announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Preferred Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefore.

The contents of the Company's website are not incorporated by reference into, and do not form part of, this Announcement.