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Result of General Meeting

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The Smarter Web Company (LSE: SWCOTCQB: TSWCFFRA: 3M8) announces that at a general meeting of the Company (the "General Meeting") held today, the resolution set out in the notice of general meeting sent to shareholders ("Shareholders") of the Company on 1 June 2026 (the "Resolution") was passed on a poll.

The Resolution was proposed as a special resolution. The votes cast were as follows:

ResolutionVotes For*%Votes Against%Total VotesVotes Withheld**
THAT, subject to the confirmation of the High Court of Justice in England and Wales, the share premium account of the Company be reduced by £210,000,000146,234,97999.9494,0330.06146,329,01229,988

* The "For" votes include those votes that gave the Chairman discretion as to how to vote.

The Company's issued share capital comprises 371,965,705 ordinary shares of nominal value £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 371,965,705.

A copy of the Resolution passed at the General Meeting will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with UKLR 6.4.2R.

Further details of the proposed reduction of capital of the Company ("Capital Reduction") are included in the circular containing the notice of General Meeting, dated 1 June 2026 ("Circular") which can be found on the Company's website at: https://www.smarterwebcompany.co.uk/. Shareholders should note that the proposed capital reduction is conditional on the approval of the High Court of Justice in England and Wales (the "Court"). Subject to Court approval, it is expected that the effective date of the Capital Reduction ("Effective Date") will be on or around Wednesday 15 July 2026.

The General Meeting was also held to enable Shareholders to consider a historic serious loss of capital within the Company, further details of which are set out in the Circular. Under section 656(1) of the Companies Act 2006 (as amended), the Directors were required to call a general meeting to consider whether any and, if so, what steps should be taken to deal with the situation. The legacy matter was discussed at the General Meeting, and, following discussions at the General Meeting, it was concluded that:

  • although the Directors were addressing this matter as part of the General Meeting, it was not specifically related to the Company's current business and was not a new issue which had arisen since the publication of the annual financial statements for the 12 months ended 31 October 2025; and
  • the historic serious loss of capital did not in itself have any specific bearing on the Company's financial position or current performance.

Shareholders were not asked to vote in respect of the serious loss of capital, as that part of the General Meeting was a discussion forum only.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

EventTime and date
Expected date of initial directions hearing of the Court3 July 2026
Expected date of Court hearing to confirm the Capital Reduction14 July 2026
Expected Effective Date15 July 2026

Notes

  • The expected dates for the initial directions hearing of the Court and the Court hearing to confirm the Capital Reduction are based on provisional dates that have been obtained for the required Court hearings. These provisional hearing dates are subject to change and are dependent on the Court's timetable.
  • The Effective Date will depend on, amongst other things, the date on which the Court confirms the Capital Reduction.
  • If any of the expected dates set out above change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service ("RIS").

Visit our website: https://www.smarterwebcompany.co.uk

Follow us on X: https://x.com/smarterwebuk

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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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