New Subscription Agreement Signed

The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8), a London listed technology company, announces that a new subscription agreement has been signed for 21 million new Ordinary Shares (the “Subscription Agreement”).

The terms of the new Subscription Agreement, as detailed below, are the same as the pre- existing subscription agreement announced on 19 June 2025 (the “June Subscription Agreement”), as the Company believes that the current Subscription Agreement has been effective in raising addition capital for the Company and noting, further to the Company’s announcement on 26 August 2025, that the majority of ordinary shares issued pursuant to the June Subscription Agreement have now been placed.

It is expected that admission of the new Ordinary Shares to trading on Aquis will become effective at 08:00am on or around 09 September 2025 (“Admission”). The Subscription is conditional upon, among other things, Admission becoming effective.

The new Ordinary Shares issued pursuant to the Subscription Agreement, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue in The Smarter Web Company will be 290,556,453 ordinary shares of £0.001 each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Subscription Agreement

The Subscription Agreement was signed on 03 September 2025 by The Smarter Web Company PLC and Shard Merchant Capital Ltd (“Shard”). Tennyson Securities, the Company's lead broker (part of the Shard Group) has arranged this facility. Shard is a client of Shard Capital Partners LLP.

Under the terms of the Subscription Agreement, the Company is issuing 21 million new Ordinary Shares to Shard at par value. The Subscription Agreement allows the Company to benefit by receiving approximately 97% of the net proceeds of any sales of these shares achieved by Shard.

The Subscription Agreement allows Shard to use reasonable endeavours to place up to 21 million new Ordinary Shares subject to such sales being:

• Not below the closing bid price from the previous trading day on the Aquis Stock Exchange
• At a volume less than 20% of the relevant current trading day volume

Directors Share Holdings

On Admission, the Directors’ shareholdings will be diluted as follows:

Name % Before % After

Andrew Webley & Family (including those held by Joanna Webley) 10.17% 9.44%

Tyler Evans 0.36% 0.33%

Sean Wade & Family (including those held as Keysford Ltd) 0.28% 0.26%