Launch of Retail Offer of "MORE" Preferred Shares

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE SMARTER WEB COMPANY PLC ("THE SMARTER WEB COMPANY" OR THE "COMPANY"), HAVE BEEN APPROVED BY TENNYSON SECURITIES LIMITED, CORPORATE PARTNER OF SHARD CAPITAL PARTNERS LLP ("TENNYSON SECURITIES"), SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA").

The contents of this Announcement shall not form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Once issued by the Company, investors should not subscribe for or purchase any preferred shares of nominal value £0.001 each in the capital of the Company ("Preferred Shares") except solely on the basis of the information contained in the prospectus ("Prospectus") in its final form (together with any supplementary prospectus, if relevant), including the risk factors set out therein, approved by the FCA and published by the Company in connection with the initial public offering ("IPO") of Preferred Shares and the admission of such Preferred Shares to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA ("Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") (together, "Admission").

A copy of the Prospectus, which has today been approved by the FCA, will shortly be available for inspection on the Company's website at https://www.smarterwebcompany.co.uk, subject to certain access restrictions, and will shortly be uploaded to the National Storage Mechanism maintained by the FCA ("NSM") 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.

The Smarter Web Company PLC

Launch of Retail Offer of "MORE" Preferred Shares

The Smarter Web Company is pleased to announce a conditional offer via the Winterflood Retail Access Platform ("WRAP") in connection with the offer of a new class of Preferred Shares under the ticker "MORE" to retail investors who are resident and physically present in the UK through WRAP’s partner network of retail brokers, wealth managers and investment platforms ("Intermediaries") (the "Retail Offer").

Under the Retail Offer, Preferred Shares will be made available at a price of £90 per share (the "Offer Price"; "Retail Offer Shares").

As announced by the Company on 11 September 2026 and earlier today, the Company is also conducting a placing of Preferred Shares to institutional investors ("Institutional Offer"), which together with the Retail Offer comprises the IPO.

Pursuant to the IPO, the Company intends to issue up to 277,777 Preferred Shares at the Offer Price, targeting gross proceeds of between £15 million and £25 million, providing net proceeds of between £13.1 million and £22.7 million.

If issued, the Preferred Shares will have attached to them, among other things, a right for the holder to receive a cumulative variable rate weekly preferential dividend. The initial dividend rate will be 12% per annum of £100 per Preferred Share, and the rate is variable from time to time by the board of directors of the Company (the "Board"; "Directors"), subject to certain parameters. The Preferred Shares will also have attached to them a liquidation preference, and a right for the Company to redeem the Preferred Shares, but no right to vote at a general meeting of shareholders of the Company.

Completion of the IPO is subject to the satisfaction of certain conditions which are customary in an offer of this type, including Admission becoming effective not later than 8.00 a.m. on 14 October 2026 (or such later date as may be agreed between the Company and Tennyson Securities Limited, corporate partner of Shard Capital Partners LLP ("Tennyson Securities")) and the placing & retail offer coordinator agreement entered into on today's date between the Company and Tennyson Securities not having been terminated prior to Admission.

The IPO is also conditional on:

gross proceeds of at least £10 million being raised under the IPO;

as at Admission, at least three firms being registered with the London Stock Exchange as market makers in the Preferred Shares; and

as at Admission, the Preferred Shares held in public hands (within the meaning of UKLR 16.2.1R(3)) representing at least 50% of the Preferred Shares issued pursuant to the IPO (excluding, for this purpose, any Preferred Shares held by or on behalf of Tennyson Capital under the Preferred Shares ATM Facility) and the amount of Preferred Shares in public hands representing at least 10% of the total free float pursuant to UKLR 16.2.1R.

If any of these conditions are not satisfied, the IPO will not proceed and Admission will not occur.

Expected Retail Offer Timetable

Notes

Each of the times and dates set out above and mentioned elsewhere in this Announcement may be subject to change at the absolute discretion of the Company. If the expected dates and times change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service. All times referred to in this Announcement are, unless otherwise stated, references to the time in London, UK.

The Company's ordinary shares of nominal value £0.001 each ("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.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom of Great Britain and Northern Ireland ("UK") the opportunity to participate in the Retail Offer.

Therefore, the Company is making the Retail Offer open to eligible investors in the UK, following release of this announcement and through certain Intermediaries.

Members of the general public will not be able to apply for Retail Offer Shares in the Offer directly. They may, however, be eligible to apply for Retail Offer Shares under the Retail Offer through participating Intermediaries. To do so, prospective retail investors will need to apply for Retail Offer Shares through one or more Intermediaries by not later than 4.30 p.m. on 9 October 2026, or such other time or date as is communicated by the Company. Please note that Intermediaries may have earlier closing times.

A number of retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer. Please note that Intermediaries may have their own criteria for participation.

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

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn, other than in the limited circumstances set out in the Prospectus.

Instructions for Hargreaves Lansdown clients

If you wish to discuss the fundraising and your options, please call the Investment Helpdesk on 0117 900 9000.

Instructions for AJ Bell clients

Existing shareholders whose Ordinary Shares are held through AJ Bell will receive an email when the Retail Offer launches, with details of how to apply for Retail Offer Shares. Applications can also be made via the dedicated IPOs and new issues page on AJ Bell’s website (https://www.ajbell.co.uk/investment/ipo-new-issues).

Instructions for Interactive Investor clients

To view information about the Retail Offer, visit the IPO and new issues page on the interactive investor website (https://www.ii.co.uk/ipos) or via the mobile app.

Instructions for other platforms and brokers

You should contact your platform / broker and ask for instructions to take part. Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors should contact WRAP@marex.com.

Investors should make their own investigations into the merits of an investment in the Company.

Nothing contained in this Announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this Announcement is intended to be, and nor shall any such statement be construed as, a profit forecast or estimate.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. You should carefully consider the information in the Prospectus in light of your personal circumstances. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

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.

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.

Information to distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook ("UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that such Retail Offer Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and (ii) eligible for distribution through all permitted distribution channels ("Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that (a) the price of the Retail Offer Shares may decline and investors could lose all or part of their investment, (b) the Retail Offer Shares offer no guaranteed income and no capital protection and (c) an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to Admission and/or the Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of COBS or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares.