The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 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:
- 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 £210,000,00099.94%146,234,979 for · 94,033 against (0.06%) · 29,988 withheld
* The “For” votes include those votes that gave the Chairman discretion as to how to vote.
** 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.
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 1955458184.4 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: