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Disclaimer

The information and documents to which this gateway gives access are directed solely at, and for viewing by, persons located in the United Kingdom of Great Britain and Northern Ireland (the "United Kingdom" or "UK").

The information and documents to which this gateway gives access do not constitute or form part of, and should not be construed as, an offer of, or an invitation to purchase, preferred shares of nominal value £0.001 each in the capital of The Smarter Web Company PLC (the "Company") (the "Preferred Shares") in any jurisdiction other than the United Kingdom.

Access to this information and documents to which this gateway gives access is restricted, and are not for publication, release, or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States" or "U.S."), Australia, Canada, Japan, the Republic of South Africa, or any other jurisdiction where such publication, release, or distribution would be unlawful (each, a "Restricted Jurisdiction"). Potential users of this information and documents are requested to inform themselves about and observe any such restrictions.

None of the Company, Tennyson Securities Ltd, corporate partner of Shard Capital Partners LLP (in its capacity as broker and retail offer coordinator), Strand Hanson Limited (in its capacity as financial adviser), or any entity acting for or advising the Company accepts any responsibility for any contravention of applicable securities laws and regulations by persons resulting from false information provided by them.

The information to which this gateway gives access is exclusively intended for persons who are located in the United Kingdom. The information to which this gateway gives access is not intended for persons who are residents of the United States or who are physically located in the United States. The Preferred Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements under the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering or sale of the Preferred Shares in the United States.

Access to the information and documents accessible via this gateway is restricted for regulatory reasons. You are requested to review the following information and documents and make the required confirmation each time you seek to access them. Your confirmation must be true and accurate. Please note this disclaimer may be altered or updated at any time. You should read it in full each time you visit the site.

The information and documents accessible via this gateway are advertisements for the purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") of the UK Financial Conduct Authority (the "FCA") and do not constitute a prospectus for the purposes of the Public Offers and Admission to Trading Regulations 2024 ("POATR") or the PRM. They relate to a possible initial public offering of Preferred Shares and their possible admission of to the non-equity shares and non-voting equity shares category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission").

Potential investors should not purchase or subscribe for any Preferred Shares except on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant), including the risk factors set out therein, that may be published by the Company in due course, subject to the approval of the FCA (the "Prospectus"). Once published, the Prospectus will be made available by participating intermediaries, subject to certain access restrictions. The Company may decide not to go ahead with Admission, and there is therefore no guarantee that Admission will occur.

Important Information: Bitcoin Treasury

The Company holds treasury reserves in Bitcoin. Whilst the board of directors of the Company considers holding Bitcoin to be in the best interests of the Company, the FCA has historically characterised investment in cryptoassets, including Bitcoin, as high risk. An investment in the Preferred Shares is not a direct investment in Bitcoin, although the Company is materially exposed to Bitcoin price movements through its treasury strategy. Bitcoin is not a regulated investment for the purposes of the UK regulatory regime. The value of Bitcoin can go down as well as up, and the Company may not be able to realise its Bitcoin holdings for the price it paid. Investors in the Company are not protected by the Financial Ombudsman Service or the Financial Services Compensation Scheme in respect of the Company’s Bitcoin holdings. The risks associated with Bitcoin include: (i) the value of Bitcoin can be highly volatile; (ii) the Bitcoin market is largely unregulated, with risks including cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will due to market conditions or operational failings; and (iv) cryptoassets are associated with high degrees of fraud, money laundering and financial crime. These risks are not exhaustive — please refer to the risk factors section of the Prospectus in full.

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