Highlights

• All three resolutions at NAOS Small Cap Opportunities' 2026 AGM were carried, covering the remuneration report and two director re-elections.

• The remuneration report was adopted with approximately 81.5% of votes cast in favour — above the 75% threshold that would trigger a second-strike requirement.

• Warwick Evans was re-elected as director with over 95% of votes in favour, and David Rickards OAM was re-elected with the same level of support.

• The meeting confirms the continuation of NAOS Small Cap Opportunities' current board composition heading into the next financial year.

NAOS Small Cap Opportunities Company Limited (ASX:NSC), an ASX-listed Investment company trading under the ticker NSC and managed by NAOS Asset Management, held its 2026 Annual General Meeting on 12 November 2026. The meeting addressed three resolutions: the adoption of the remuneration report and the re-election of two directors, Warwick Evans and David Rickards OAM. All three resolutions were carried by poll, with the company fulfilling its obligations under ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act by disclosing the proxy results and voting outcomes. For a listed investment company, the AGM serves as one of the primary formal touchpoints between the board and shareholders, allowing investors to engage with governance and remuneration matters that directly affect the management of their capital.

Remuneration Report — Support Level and Governance Significance

The remuneration report, while non-binding under Australian corporations law, is an important governance signal. At NAOS Small Cap Opportunities' 2026 meeting, the resolution to adopt the remuneration report received approximately 81.5% of votes in favour, with just under 18.5% voted against. This level of support comfortably exceeds the 75% threshold below which a 'first strike' is recorded under Australian corporate law, meaning no second-strike mechanism is engaged. The quantum of opposition, while not immaterial, falls within ranges seen across the listed investment company sector and is not unusual for companies where shareholders hold considered views on management fee and performance fee structures. The resolution passed and the remuneration report stands as adopted for the financial year covered by the meeting.

Director Re-Elections and Board Continuity

On the director re-elections, both Warwick Evans and David Rickards OAM were returned to the board with strong endorsement. Each re-election attracted support exceeding 95% of votes cast on a poll, reflecting sustained Shareholder confidence in the two directors and their contribution to the board's governance of the company's investment portfolio. The re-election of these directors ensures continuity in the oversight of NAOS Small Cap Opportunities' investment activities, maintaining the institutional knowledge and experience within the board that underpins consistent governance of the company's small-cap Equity portfolio. As a listed investment company, NSC's board plays a central role in overseeing the investment mandate, monitoring the manager's performance, and ensuring the interests of shareholders are protected across market cycles.

NAOS Small Cap Opportunities as a Listed Investment Company

NAOS Small Cap Opportunities Company Limited operates as a listed investment company focused on Australian small-cap equities, managed by NAOS Asset Management under an investment mandate that seeks to generate long-term Capital growth from a concentrated portfolio of listed Australian companies. As with all listed investment companies, the alignment between the investment manager's interests and those of shareholders — expressed through fees, performance hurdles, and governance arrangements — is a subject of ongoing attention at AGMs and in continuous disclosure. The clean passage of all three 2026 AGM resolutions, while the remuneration report attracted more scrutiny than the director elections, provides the board and manager with a clear mandate to continue operating under the current structure as the company navigates the evolving Australian small-cap market environment. Investors monitoring NAOS Small Cap Opportunities will look to the company's investment performance updates and NTA announcements for near-term assessments of how the portfolio is tracking against its objectives. The Australian small-cap market, as proxied by the S&P/ASX Small Ordinaries index, underperformed large-cap benchmarks in the year leading up to this meeting, reflecting the disproportionate impact of Interest Rate increases on smaller companies with less access to deep Capital Markets and higher sensitivity to changes in consumer and Business confidence. For a listed investment company focused on small caps, this market environment creates both challenges in generating positive absolute and relative returns and potentially attractive entry opportunities for a patient, value-oriented investor who can build positions in quality businesses at valuations that may not persist as market conditions normalise. The small-cap equity segment of the Australian market presents distinctive characteristics relative to large-cap equities, including higher return dispersion, greater potential for information advantage on the part of specialist investors, lower analyst coverage, and a wider range of Liquidity conditions across individual stocks. These characteristics create both greater opportunity and greater risk relative to the broader market, and the mandate through which NAOS Small Cap Opportunities invests is designed to capture the return potential of this segment through a disciplined, concentrated approach. As an alternative investment manager and listed investment company, NAOS Small Cap Opportunities occupies a specific niche in the Australian investment landscape, providing retail and wholesale investors with access to a focused small-cap equity portfolio managed by an experienced team under a transparent, exchange-listed structure. The governance framework of a listed investment company — including the requirement for annual shareholder votes on remuneration and board composition — provides a degree of ongoing accountability that underpins investor confidence in the structure. The 2026 AGM outcome, while straightforward from a resolution-passing perspective, also reflects the ongoing engagement between NAOS Asset Management and NSC's shareholder base, which the board must continue to cultivate through consistent communication, transparent fee arrangements, and demonstrable investment performance if it is to sustain the strong endorsement levels seen for director re-elections alongside the more measured support for remuneration matters.

Key Insights

NAOS Small Cap Opportunities Company Limited operates as a listed investment company focused on Australian small-cap equities, managed by NAOS Asset Management under an investment mandate that seeks to generate long-term capital growth from a concentrated portfolio of listed Australian companies. As with all listed investment companies, the alignment between the investment manager's interests and those of shareholders — expressed through fees, performance hurdles, and governance arrangements — is a subject of ongoing attention at AGMs and in continuous disclosure. The clean passage of all three 2026 AGM resolutions, while the remuneration report attracted more scrutiny than the director elections, provides the board and manager with a clear mandate to continue operating under the current structure as the company navigates the evolving Australian small-cap market environment. Investors monitoring NAOS Small Cap Opportunities will look to the company's investment performance updates and NTA announcements for near-term assessments of how the portfolio is tracking against its objectives. The Australian small-cap market, as proxied by the S&P/ASX Small Ordinaries index, underperformed large-cap benchmarks in the year leading up to this meeting, reflecting the disproportionate impact of interest rate increases on smaller companies with less access to deep capital markets and higher sensitivity to changes in consumer and business confidence. For a listed investment company focused on small caps, this market environment creates both challenges in generating positive absolute and relative returns and potentially attractive entry opportunities for a patient, value-oriented investor who can build positions in quality businesses at valuations that may not persist as market conditions normalise. The small-cap equity segment of the Australian market presents distinctive characteristics relative to large-cap equities, including higher return dispersion, greater potential for information advantage on the part of specialist investors, lower analyst coverage, and a wider range of liquidity conditions across individual stocks. These characteristics create both greater opportunity and greater risk relative to the broader market, and the mandate through which NAOS Small Cap Opportunities invests is designed to capture the return potential of this segment through a disciplined, concentrated approach. As an alternative investment manager and listed investment company, NAOS Small Cap Opportunities occupies a specific niche in the Australian investment landscape, providing retail and wholesale investors with access to a focused small-cap equity portfolio managed by an experienced team under a transparent, exchange-listed structure. The governance framework of a listed investment company — including the requirement for annual shareholder votes on remuneration and board composition — provides a degree of ongoing accountability that underpins investor confidence in the structure. The 2026 AGM outcome, while straightforward from a resolution-passing perspective, also reflects the ongoing engagement between NAOS Asset Management and NSC's shareholder base, which the board must continue to cultivate through consistent communication, transparent fee arrangements, and demonstrable investment performance if it is to sustain the strong endorsement levels seen for director re-elections alongside the more measured support for remuneration matters.