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TextMagic AS adoption of resolution without convening a meeting

Written by Customer Service on . Posted in Public Companies.

The Management Board of TextMagic AS (registry code: 16211377, hereinafter the Company) proposes this draft resolution of the shareholders with a view to adopting, without calling a meeting in accordance with Section 2991 of the Commercial Code, the resolution of the shareholders of the Company on approval of the decrease of the voluntary reserve capital. 

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

Draft resolution:

Reduction of the voluntary reserve capital

Proposal of the Supervisory Board and the Management Board, and draft resolution.

1. To reduce the voluntary reserve capital of the Company by EUR 1,722,000 and to make a distribution to the shareholders in accordance with this resolution.

2. The distribution to be made as a result of the reduction of the Company’s voluntary reserve capital shall amount to EUR 0.20 per share (EUR 1,722,000 in total).

3. The remaining balance of the voluntary reserve capital after the distribution shall be EUR 25,988,000.

4. The distribution shall be allocated among all shareholders in proportion to the number of shares held by each shareholder in accordance with clause 4.12 of the Company’s articles of association.

The list of shareholders entitled to receive the distribution resulting from the reduction of the voluntary reserve capital shall be determined as at the close of the business day on 08.10.2026 (record date) in the Nasdaq CSD Estonian settlement system. Accordingly, the ex-date for the change of rights attached to the shares shall be 07.10.2026. The distribution shall be made to the shareholders no later than 14.10.2026.

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 are to be submitted to the Company’s e-mail address investor@textmagic.biz no later than by 25.09.2026 at 17:00.

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e., on 23.09.2026 at the end of the business day of the settlement system of Nasdaq CSD Estonia. Shareholders may vote on draft resolutions only either by electronic means or by submitting a paper vote as follows:

  1. the voting will be open from 10:00 on 16.09.2026 until 12:00 on 30.09.2026 (GMT +3);
  2. a blank voting ballot is available at https://investor.textmagic.com/ where it can be filled in and the completed document can be downloaded for signing;
  3. for electronic voting, a shareholder or its representative must fill in a blank voting ballot in accordance with the instructions therein, sign it electronically (using an ID card, digital ID or Mobile ID) and forward the electronically signed voting ballot to the e-mail address investor@textmagic.biz by the deadline specified in clause (i) above;
  4. for paper voting, a shareholder or its legal or authorized representative must fill in a blank voting ballot in accordance with the instructions therein, sign it on paper and send the scanned voting ballot to the e-mail address investor@textmagic.biz and the original voting ballot to the Company’s head office at A. H. Tammsaare tee 56, 11316 Tallinn, Harju County, so that it arrives no later than at 12:00 (GMT+3) on 30.09.2026;
  5. if a blank voting ballot is filled in by an authorized representative of a shareholder, the original of the relevant power of attorney in the form (in electronic form or on paper) and by the time specified in (iv) above must be delivered in addition to the voting ballot itself. A template of the power of attorney is available at https://investor.textmagic.com/;
  6. if a blank voting ballot is filled in by a foreign legal entity, an extract of the registration entry of the relevant foreign legal entity, in the form (in electronic form or on paper) and by the time specified in (iv) above, showing the persons entitled to represent the foreign legal person must be delivered in addition to the voting ballot itself (and the power of attorney, if applicable).

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

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

The following annexes are attached to this draft resolution:

Annex 1 – a blank voting ballot 
Annex 2 – a template of power of attorney

For more information, please contact:

Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz

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