North Atlantic Smaller Companies Investment Trust PLC

(the "Company")

20 December 2022

Further to the Company's Results of Annual General Meeting announcement on 21 June 2022, the Company announced that over 20% of shareholders voting on resolution 14 concerning the waiver of Rule 9 had voted against the resolution.  Resolution 14 was put to the Meeting as a resolution of the independent shareholders of the Company. As a result, 9,455,336 of the ordinary shares in issue were eligible to vote on this resolution, these shares not being held by the Concert Party (as defined in the Notice of AGM). The waiver of Rule 9 granted by Resolution 14 permits the Concert Party's interest in the Company's shares to increase from 30.78% to a maximum of 34.21% (in each case representing 4,205,664 ordinary shares) as a result of the share buyback authorised by Resolution 12 without requiring the Concert Party to make a mandatory offer for the other shareholders' shares. 

Under the FRC's UK Corporate Governance Code, companies receiving such a vote against a resolution should publish, no later than six months after the shareholder meeting, an update on the views received from shareholders and actions taken by the Company. 

Following an extensive analysis of the Company's Shareholder Register, the Company have established that the majority of the voting shares received against the waiver of Rule 9 are held in nominee accounts, many of which rely on shareholder advisory consultants to determine their voting. This means that underlying investors are recommended to vote against share buybacks in principle as the shareholder advisory consultants are concerned about what they see as the Concert Party's potential creeping control of the Company. Whilst this is a valid concern for a trading company, the Directors do not believe this is so for an investment trust.

The Board have been working to positively engage with the underlying Shareholders and are accelerating their Investor Relations efforts in this regard and continue to do so. The Directors expect to commence a further outreach campaign to engage with any dissenting Shareholders in the coming months and to help resolve any concerns they may have. The outcome of this initiative will be published in the Company's Annual Report next spring. In the meantime, the Board believe that it is overwhelmingly in the best interest of all Shareholders that the buyback programme continues. 

Contact:

Kin Company Secretarial Limited, Company Secretary

020 8819 6486

[email protected]