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TextMagic AS adoption of the resolution without convening a meeting

Written by Customer Service on . Posted in Public Companies.

TextMagic AS (registry code 16211377, hereinafter the “Company”) Management Board announces this draft resolution of the shareholders with the purpose of adopting the resolution of the shareholders without calling a meeting in accordance with clause 2991 of the Commercial Code to distribute profit to the shareholders.

In order to optimize costs, the Management Board of the Company has decided to adopt the resolution without convening a meeting and to not organise a general meeting of shareholders.

Draft resolution:

Distribution of Profit

According to the audited annual report of the Company for the financial year 2024, as approved by the shareholders, the distributable profit as of 31 December 2024 amounts to a total of EUR 3,534,000. To distribute profit as follows:

  1. To pay a dividend of EUR 0.15 per share, i.e., to distribute profits in the total amount of EUR 1,291,500 as dividends to the shareholders;
  2. Leave the remaining profit of EUR 2,242,500 undistributed.

The list of shareholders entitled to receive dividends will be fixed on 01 October 2025 (record date) at the end of the business day of the Nasdaq CSD Estonia settlement system. Consequently, the ex-date (the date on which the rights related to the shares change) is 30 September 2025. The dividend will be paid to shareholders no later than on 07 October 2025.

Procedure and instructions for voting

A shareholder may review all documents related to the draft resolution on Company’s investors’ website https://investor.textmagic.com/ and at the Company’s location at A. H. Tammsaare tee 56, Tallinn, Harju County during business days from 09:00 to 17:00.

Questions regarding draft resolution, voting and other organizational issues should be submitted to the Company’s e-mail address investor@textmagic.biz no later than by 26.09.2025 at 17:00.

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 24.09.2025 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on the draft resolution only by electronic means or by submitting a paper vote as follows:

  1. the voting will be open from 10:00 on 17.09.2025 until 12:00 on 01.10.2025 (GMT+3);
  2. the ballot paper form prepared for voting is available at https://investor.textmagic.com/, where it can be filled in and the completed document for signing can be downloaded;
  3. for electronic voting, the shareholder or its representative shall complete the ballot paper form attached to it in accordance with the instructions therein, signs it digitally (using an ID card, digital ID or Mobile ID); and forwards the digitally signed ballot paper to the e-mail address investor@textmagic.bz by the deadline specified in clause (i) above;
  4. for paper voting, the shareholder or its legal or authorized representative shall complete the ballot paper in accordance with the instructions therein, sign it on paper and send the scanned ballot paper to the e-mail address investor@textmagic.biz and the original ballot paper to the Company’s head office at A. H. Tammsaare tee 56, 11316 Tallinn, Harju County, so that it arrives no later than 12:00 (GMT+3) on 01.10.2025;
  5. if the ballot paper is completed by an authorized representative of a shareholder, in addition to the ballot paper, the original of the relevant power of attorney (in electronic or paper form) and for the time specified in (iv) above shall be forwarded. The form of the power of attorney is attached to this draft decision;
  6. if the ballot paper is filled in by a foreign legal entity, in addition to the ballot paper (and power of attorney, if applicable), a printout of the registration card of the respective foreign legal entity showing the foreign persons entitled to represent the legal person shall be forwarded.

Pursuant to subsection 2991 (2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against the resolution, the shareholder shall be deemed to have voted against the resolution.

The Management Board shall publish the voting results as a stock exchange announcement and on the Company’s website in accordance with subsection 2991 (6) of the Commercial Code.

The following annexes are attached to this announcement:
Annex 1 – voting ballot blank
Annex 2 – form of power of attorney
Annex 3 – Audited annual report of 2024

For more information, please contact:

Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz

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