Result of AGM
The Smarter Web Company PLC announced that all resolutions were passed at its Annual General Meeting, including the receipt of accounts for the year ended 31 October 2025, approval of the Directors' Remuneration Report and Policy, and the re-election of directors Sean Wade, Andrew Webley, Albert Soleiman, Tyler Evans, Randal Casson, and Martin Thomas. The company also secured approval for the re-appointment of PKF Littlejohn LLP as auditor, the determination of auditor's remuneration, a general authority to allot shares up to £2 million, approval of the LTIP, dis-application of pre-emption rights for a £2 million share allotment, authority for market purchases of company shares, adoption of new articles, approval of off-market purchase of Deferred Shares, and the ability to call a general meeting on 14 clear days' notice.
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| The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that at the Annual General Meeting of the Company ("AGM") held today, the resolutions set out in the Notice of Annual General Meeting were passed on a poll. |
Resolutions 14 to 18 were proposed as special resolutions. The votes cast in respect of each resolution were as follows:
| Resolution 1,2 | Votes For | % | Votes Against | % | Votes Withheld 3 | Total Votes |
|---|---|---|---|---|---|---|
| 1 - receive accounts for year-ended 31 October 2025 | 99,148,939 | 99.9% | 50,503 | 0.1% | 67,725 | 99,267,167 |
| 2 - to approve Directors' Remuneration Report | 98,383,749 | 99.3% | 651,263 | 0.7% | 232,155 | 99,267,167 |
| 3 - to approve Directors' Remuneration Policy | 95,315,712 | 96.2% | 3,717,724 | 3.8% | 233,731 | 99,267,167 |
| 4 - to re-elect Sean Wade | 96,061,271 | 96.8% | 3,124,838 | 3.2% | 81,058 | 99,267,167 |
| 5 - to re-elect Andrew Webley | 99,162,288 | 99.9% | 69,872 | 0.1% | 35,007 | 99,267,167 |
| 6 - to re-elect Albert Soleiman | 96,386,522 | 97.2% | 2,798,827 | 2.8% | 81,818 | 99,267,167 |
| 7 - to re-elect Tyler Evans | 99,015,855 | 99.9% | 66,607 | 0.1% | 184,705 | 99,267,167 |
| 8 - to re-elect Randal Casson | 96,390,278 | 97.2% | 2,811,671 | 2.8% | 65,218 | 99,267,167 |
| 9 - to re-elect Martin Thomas | 96,381,562 | 97.2% | 2,820,387 | 2.8% | 65,218 | 99,267,167 |
| 10 - to re-appoint PKF Littlejohn LLP (auditor) | 99,141,740 | 99.9% | 50,253 | 0.1% | 75,174 | 99,267,167 |
| 11 - Audit Committee to determine auditor's remuneration | 99,149,675 | 99.9% | 68,965 | 0.1% | 48,527 | 99,267,167 |
| 12 - general authority to allot shares up to £2 million | 95,994,519 | 96.7% | 3,229,190 | 3.3% | 43,458 | 99,267,167 |
| 13 - approve LTIP | 95,899,220 | 96.7% | 3,265,149 | 3.3% | 102,798 | 99,267,167 |
| 14 - dis-application of pre-emption right (up to £2 million share allotment) | 95,971,122 | 96.7% | 3,249,260 | 3.3% | 46,785 | 99,267,167 |
| 15 - authority to approve market purchase of company's shares | 99,188,451 | 99.9% | 65,549 | 0.1% | 13,167 | 99,267,167 |
| 16 - adopt new articles | 99,109,723 | 99.9% | 68,836 | 0.1% | 88,608 | 99,267,167 |
| 17 - to approve the off-market purchase of Deferred Shares | 98,959,036 | 99.8% | 246,750 | 0.2% | 61,381 | 99,267,167 |
| 18 - to call a general meeting on 14 clear days' notice | 99,186,344 | 99.9% | 50,591 | 0.1% | 30,232 | 99,267,167 |
1 Resolutions are given here in brief summary - consult the Notice of AGM for the full text of each resolution which is available from the NSM:
2 As at the record date for eligibility to vote at the Company's AGM, the Company had 351,919,126 ordinary shares of £0.001 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company is 351,919,126.
3 A vote withheld is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" and "Against" any resolution.
A copy of the notice of Annual General Meeting and associated proposed new Articles can be consulted on the Company's website at: https://www.smarterwebcompany.co.uk/
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The Directors of the Company accept responsibility for the contents of this announcement.
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