WRAP Retail Offer & Accelerated Bookbuild

The Smarter Web Company PLC is pleased to announce a retail investor offer via the Winterflood Retail Access Platform ("WRAP Retail Offer") and a placing of the Company's shares by Tennyson Securities and Peterhouse Capital Limited to institutional investors ("Accelerated Bookbuild" or "Placing") through the issue of new ordinary shares of £0.001 each at £0.27 per share ("Ordinary Shares") ("Offer Price"). The WRAP Retail Offer and Accelerated Bookbuild will open immediately following this announcement.

Background and Use of Proceeds

The Company has a clear strategy for growth focusing on:

• Organic growth opportunities around existing, established services
• An acquisition strategy intended to accelerate scale

The WRAP Retail Offer

The WRAP Retail Offer will open immediately following this announcement. The WRAP Retail Offer will close at 21:00 on 14 May 2025. Eligible investors are encouraged to participate early, as financial intermediaries may impose earlier deadlines, and the Company also reserves the right to close the offer earlier. The result of the WRAP Retail Offer is expected to be announced by the Company on 15 May 2025 shortly after 07:00.

There is a minimum subscription of £500 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Instructions For AJ Bell Clients

Instructions for Interactive Investor Clients

Instructions For Other Platforms & Brokers

Accelerated Bookbuild

The Accelerated Bookbuild will open immediately following this announcement. The Accelerated Bookbuild will close at 21:00 on 14 May 2025. Institutional investors should contact Tennyson Securities or Peterhouse Capital Limited to take part. The result of the Accelerated Bookbuild is expected to be announced by the Company on 15 May 2025 shortly after 07:00.

The WRAP Retail Offer and the Accelerated Bookbuild are conditional on the New Ordinary Shares being admitted to trading on the Access Segment of the Aquis Stock Exchange Growth Market ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on Aquis, at 08:00 on 20 May 2025.

Further information on the Company can be found on its website at www.smarterwebcompany.co.uk

The Company's LEI is 213800VQO9FUG4PZMP73.

Appendix

Details of the Placing Agreement and the Placing Shares

Application for admission to trading on Aquis

Placing

The principal terms of the Placing are as follows:

• The timing of the closing of the Placing will be at the discretion of the Brokers.

Conditions of the Placing

• the delivery of placing deliverables to the Brokers;
• the date of Placing Agreement; and
• the closing of the Placing ("Closing Date"),
• the Placing Shares having been allotted, subject only to Admission;
• the obligations of the Brokers not having been terminated under the Placing Agreement;
• Admission having become effective by the Closing Date.

Right to terminate the Placing Agreement

• Peterhouse or Tennyson are of the reasonable opinion (acting in good faith) that:
• in the reasonable opinion of Peterhouse and/or Tennyson (acting in good faith), any:
• outbreak, declaration or escalation of hostilities; or

No Admission Document or Prospectus

Registration and Settlement

Representations, Warranties and Further Terms

• that time shall be of the essence as regards obligations pursuant to this Appendix;