Long Term Incentive Plan - Grant of Awards
The Smarter Web Company PLC has granted nil-cost conditional long-term incentive awards to directors, senior management, and employees under its Long-Term Incentive Plan, which was approved by shareholders with 96.7% of votes in favour. These awards are structured in tranches, with vesting linked to achieving ten performance milestones, each requiring a market capitalisation threshold and a share price threshold, and are subject to time-based vesting conditions over a minimum of five years. In aggregate, the LTIP allows for potential awards of up to 3.8% of the Company's issued share capital, with individual awards to PDMRs such as Andrew Webley and Mario Visconti representing specific percentages of issued share capital per milestone.
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| The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that, following shareholder approval of its Long-Term Incentive Plan ("LTIP") at the Company's Annual General Meeting held on 19 March 2026 ("AGM"), nil-cost conditional long-term incentive awards have been granted to certain directors, members of senior management and employees under the LTIP. The LTIP was approved with 96.7% of votes cast in favour. |
Background and Rationale
The Board believes that attracting, retaining and motivating talented individuals is central to the long-term success of the Company and its ability to deliver on its strategic objectives. The LTIP has been designed with this in mind and on the terms approved by shareholders, as set out in the Notice of AGM dated 23 February 2026.
The Company is at an early and important stage of its development, executing an ambitious 10-year plan focused on growing its operating business and Bitcoin treasury. Achieving this requires a team that is committed to the Company's mission over the long term.
The performance-based, milestone-driven structure of the LTIP - with vesting linked to share price and market capitalisation milestones - is specifically designed to incentivise sustained performance and retention, ensuring that key individuals remain focused on delivering long-term shareholder value rather than short-term outcomes.
In the interests of full transparency, the Company has chosen to disclose all participants in the LTIP, including the specific award levels granted to each individual.
Awards
Awards under the LTIP are structured in tranches linked to the achievement of defined performance milestones.
The following conditional awards have been granted to Persons Discharging Managerial Responsibilities ("PDMRs") and other employees, expressed as a percentage of the Company's issued share capital per milestone:
| Name | % of Issued Share Capital (per milestone) |
|---|---|
| Andrew Webley | 0.12% |
| Jesse Myers | 0.12% |
| Jamie Knowles | 0.05% |
| Mario Visconti | 0.02% |
| Alex Wrench | 0.02% |
| Laura Stanton-Hobbs | 0.02% |
| Oliver Hewett | 0.01% |
| Jon Bird | 0.01% |
| Nick Bird | 0.01% |
In aggregate, each performance milestone represents 0.38% of the Company's issued share capital.
Across all milestones, the LTIP provides for potential awards of up to 3.8% of the Company's issued share capital, subject to the achievement of all performance milestones.
Performance Milestones
The LTIP comprises ten performance milestones, each of which is linked to both a market capitalisation threshold and a share price threshold, as follows:
| Award Number | Market Capitalisation | Share Price |
|---|---|---|
| 1 | £2.5 billion | £5 |
| 2 | £5 billion | £7 |
| 3 | £10 billion | £10 |
| 4 | £20 billion | £13 |
| 5 | £40 billion | £17 |
| 6 | £80 billion | £21 |
| 7 | £100 billion | £25 |
| 8 | £130 billion | £30 |
| 9 | £160 billion | £35 |
| 10 | £200 billion | £40 |
The milestones are performance conditions for the purposes of the LTIP and are structural features of the incentive plan only. They do not represent financial targets, forecasts or profit forecasts of the Company. There can be no assurance that any milestone will be achieved. Achievement of a milestone is measured by reference to the closing price of the Company's ordinary shares over a period of 30 consecutive calendar days. The basis on which milestone achievement is measured is set out in the LTIP rules, as summarised in the Notice of AGM dated 23 February 2026, available on the Company's website.
Structure and Vesting
The awards have been granted under the Company's LTIP as nil-cost conditional awards.
Awards will be satisfied in shares only upon conversion, with the number of shares delivered determined as a percentage of the Company's issued share capital at the time the relevant milestone is achieved.
Vesting is subject to both:
- achievement of the relevant performance milestone, with 50% of each award linked to the market capitalisation threshold and 50% linked to the share price threshold; and
- satisfaction of time-based vesting conditions.
Awards do not vest or become exercisable before the third anniversary of grant and vest in tranches over a minimum period of five years from the date of grant, subject to continued service. Where a milestone is achieved, the related award vests in equal thirds on the third, fourth and fifth anniversaries of grant. To the extent any of those anniversaries have already passed at the date of milestone achievement, the corresponding tranches vest immediately upon achievement. Awards lapse if not converted by the tenth anniversary of grant.
The LTIP includes customary malus and clawback provisions.
Andrew Webley, CEO of the Smarter Web Company, commented:
"The LTIP represents an important step in building a team that is fully aligned with The Smarter Web Company's long-term ambitions. The milestones are deliberately ambitious. They reflect our belief in where the Company can go over the next decade. By tying awards to significant market capitalisation and share price targets, and structuring vesting over a period, we are ensuring that the interests of our people and our shareholders are aligned."
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The Directors of the Company accept responsibility for the contents of this announcement.
| 1 | Details of the person discharging board responsibilities | |
| a) | Name | i) Andrew Webley ii) Mario Visconti |
| 2 | Reason for the notification | |
| a) | Position/status | i) CEO ii) Interim CFO and Head of Projects |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | The Smarter Web Company plc |
| b) | LEI | 213800VQO9FUG4PZMP73 |
| a) | Description of the financial instrument, type of instrument | Nil-cost conditional options over ordinary shares granted under the Company's LTIP |
| Identification code | GB00BPJHZ015 | |
| b) | Nature of the transaction | Grant of nil-cost conditional options under the Company's LTIP |
| c) | Price(s) and volume(s) | Price(s): Nil Volume(s): Options over a specified percentage of the Company's issued share capital per performance milestone; the number of shares is not determinable at grant. |
| d) | Aggregated information | |
| - Aggregated volume | N/A - o ptions over a specified percentage of the Company's issued share capital per performance milestone; the number of shares is not determinable at grant. | |
| - Price | Nil | |
| e) | Date of the transaction | 27 April 2026 |
| f) | Place of the transaction | Outside of a trading venue |
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