REG - Smarter Web Company - Result of AGM

Smarter WebAnnouncement

Thu 15:45

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RNS Number : 3715X  Smarter Web Company PLC (The)  19 March 2026

19 March 2026

 

The Smarter Web Company PLC

("The Smarter Web Company" or the "Company")

Result of Annual General Meeting

 

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:

https://data.fca.org.uk/artefacts/NSM/DirectUpload/NI-000139645/NI-000139645.pdf

(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/ (https://www.smarterwebcompany.co.uk/)

 

Enquiries:

 The Smarter Web Company              +44 (0) 117 313 0459

 CEO

 Andrew Webley

 Tennyson Securities                  +44 (0) 207 186 9030

 Lead Broker

 Peter Krens

 Strand Hanson Limited                +44 (0) 207 409 3494

 Financial Adviser

 James Bellman / Abigail Wennington

 

About The Smarter Web Company:

The Smarter Web Company offers web design, web development and online
marketing services. Clients pay an initial fee, an annual hosting charge and
an optional monthly marketing charge. Growth opportunities exist for The
Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition
strategy targeting other businesses with a view to growing its number of
clients and / or recurring revenue. The Smarter Web Company will only make
acquisitions where the Directors believe the timing and opportunity is
appropriate.

Since 2022, The Smarter Web Company has adopted a policy of accepting payment
in Bitcoin. The Company believes that Bitcoin forms a core part of the future
of the global financial system and as the Company explores opportunities
through organic growth and corporate acquisitions is pioneering the adoption
of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory
news at 07:00 on 28 April 2025 and available on the Company website.

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

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

The Directors of the Company accept responsibility for the contents of this
announcement.

 

Important Notice:

The Smarter Web Company Plc holds treasury reserves and surplus cash in
Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board
of Directors of the Company considers holding Bitcoin to be in the best
interests of the Company, the Board remains aware that the financial regulator
in the UK (the Financial Conduct Authority or FCA) considers investment in
Bitcoin to be high risk. An investment in the Company is not an investment in
Bitcoin, either directly or by proxy. However, the Board of Directors of the
Company consider Bitcoin to be an appropriate store of value and growth for
the Company's reserves and, accordingly, the Company is materially exposed to
Bitcoin. Such an approach is innovative, and the Board of Directors of the
Company wish to be clear and transparent with prospective and actual investors
in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated in the conduct of its business
by the FCA. And there is currently limited regulation of cryptocurrencies
(such as Bitcoin) in the UK. As with most other investments, the value of
Bitcoin can go down as well as up, and therefore the value of the Company's
Bitcoin holdings can fluctuate. The Company may not be able to realise its
Bitcoin exposure for the same as it paid in the first place or even for the
value the Company ascribes to its Bitcoin positions due to these market
movements. An investment in the Company is not protected by the UK's Financial
Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of Bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in Bitcoin must be prepared to
lose all money invested in Bitcoin; (ii) the Bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to buy or sell its Bitcoin at will. The ability to buy or sell
Bitcoin depends on various factors, including the supply and demand in the
market at the relevant time. Operational failings such as technology outages,
cyber-attacks and comingling of funds could cause unwanted delay; and (iv)
cryptoassets are characterised in some quarters by high degrees of fraud,
money laundering and financial crime. In addition, there is a perception in
some quarters that cyber-attacks are prominent which can lead to theft of
holdings or ransom demands. The Board of Directors of the Company does not
subscribe to such a negative view, especially in relation to Bitcoin. However,
prospective investors in the Company are encouraged to do your own research
before investing.

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