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COMMS GROUP LTD — Major Shareholding Notification 2026
Feb 22, 2026
64618_rns_2026-02-22_b4eed11c-f99c-4bd9-bb95-4bb9837aad82.pdf
Major Shareholding Notification
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NAOS ASSET MANAGEMENT LIMITED ABN 23 107 624 126
Level 34 25 Martin Place Sydney NSW 2000 T (02) 9002 1576 E [email protected] www.naos.com.au
23 February 2026
The Manager Market Announcements Office ASX Limited By email: [email protected]
Dear Sir/Madam,
Comms Group Ltd (ASX:CCG) Notice of change of interests of substantial holder (Form 604)
In accordance with section 671B of the Corporations Act 2001 (Cth), please find attached a Form 604 in relation to shares in Comms Group Limited ACN 619 196 539 (ASX:CCG) lodged on behalf of NAOS Asset Management Limited and Related Parties.
Yours faithfully,
Sebastian Evans Director
page 1/2 15 July 2001
604
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/ Scheme Comms Group Ltd (ASX:CCG) ACN/ARSN 619 196 539 1. Details of substantial holders(1) Name NAOS Substantial Holders referred to in Annexure A. There was a change in the interests of the substantial holder on 20 / 2 / 2026 The previous notice was given to the company on 18 / 11 / 2025 The previous notice was dated 18 / 11 / 2025
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) | Class of securities (4) | Previous notice | Previous notice | Previous notice | Present notice | Present notice | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |||||||||
| Ordinary Shares | 49,200,000 | 9.22% | 57,476,524 | 10.52% | ||||||||
| anges in relevant interests | ||||||||||||
| rs of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the | company | |||||||||||
| e, since the substantial holder was last required to give a substantial holding notice to | the company or scheme are as follows: | |||||||||||
| Date of | Person whose | Nature of change (6) | Consideration | Class and | Person's votes | |||||||
| change | relevant interest | given in relation | number of | affected | ||||||||
| changed | to change | (7) | securities | |||||||||
| affected | ||||||||||||
| Refer toAnnexure B. | ||||||||||||
| sent relevant interests | ||||||||||||
| rs of each relevant interest of the substantial holder in voting securities after the change are as follows: | ||||||||||||
| Holder of | Registered | Person entitled to | Nature of | Class and | Person's votes | |||||||
| relevant | holder of | be | registered as | relevant | number of | |||||||
| interest | securities | holder (8) | interest (6) | securities | ||||||||
| Refer toAnnexure C |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
[7834726: 24059925_1]
page 2/2 15 July 2001
604
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name of AC/ARSN (if applicable) Nature of association The addresses of persons named in this form are as follow: Name Address NAOS Substantial Holders c/- Level 34, 25 Martin Place, Sydney NSW 2000
- Addresses
The addresses of persons named in this form are as follow:
Signature
print name Sebastian Evans capacity On behalf of the NAOS Substantial Holders sign here date 23 / 2 / 2026
DIRECTIONS
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(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names, could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contact, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
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(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
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(7) acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
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(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
[7834726: 24059925_1]
ANNEXURE A: Details of Substantial Holder
NAOS Asset Management Limited ACN 107 624 126 (which by reference also includes Sebastian Evans as a substantial holder in his personal capacity as he owns more than 20% of the voting shares in the company) (‘NAOS’) and NAOS Emerging Opportunities Company Limited ACN 161 106 510 (‘NCC’).
ANNEXURE B: Changes in Relevant Interests
| Date of change |
Person whose relevant interest changed |
Nature of change (6) | Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 23/2/2026 | NAOS, NCC | On-Market | $564,086.16 | 8,276,524 Ordinary Shares |
8,276,524 |
ANNEXURE C: Present Relevant Interests
| Holders of relevant interests |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| NAOS, NCC | JP Morgan Nominees Australia Limited ('JP Morgan') |
NCC | NAOS (as Investment Manager of NCC) has a relevant interest in these shares under sections 608(1)(b) & (c) of the Corporations Act as it has the power to exercise or control the exercise of the right to vote and to dispose of the shares. NCC has a relevant interest in these shares under section 608(2) of the Corporations Act as it has a beneficial interest in shares held by JP Morgan and has the power to control the exercise of votes and disposal of these shares upon revocation of the management agreement between NCC and NAOS as investment manager of NCC. |
57,476,524 Ordinary Shares |
10.52% |