TextMagic : votes of the shareholders

TextMagic
Resolutions of annual general meeting TextMagic AS votes of the shareholders

The management board of TextMagic AS proposed to the shareholders to adopt a resolution without convening a general meeting. The notice was published on 28.03.2024 in the stock exchange information system of Nasdaq Tallinn and on the same day on the Company's website and in the newspaper "Postimees".

The list of shareholders entitled to vote was fixed on 12.04.2024 at the end of the business day of the Nasdaq CSD settlement system and the voting took place in the period 28.03.2024-19.04.2024. A total of 4 shareholders of the Company, whose shares represent 7,530,965 votes, representing a total of 88.60% of the votes, casted their votes on time, i.e. by 19 April 2024 at 12:00 (GMT +2). If a shareholder abstained, he/she was deemed to have voted against the resolution.

The shareholders of the Company adopted the following resolutions on 19.04.2024 pursuant to the procedure provided for in § 299¹of the Commercial Code without convening a general meeting:

1. Approval of the audited annual report of 2023 of the Company

The Supervisory Board's and Management Board's proposal and draft resolution:

To approve the audited annual report of 2023 of the Company.

7,530,965 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.

2. Proposal for covering the loss

The Supervisory Board's and Management Board's proposal and draft resolution:

The net loss of the Company for the 2023 financial year is 20,657,000 euros. To cover the net loss of the Company for the 2023 financial year 18,376,000 euros at the expense of the share premium of the Company and 2,281,000 euros at the expense of the undistributed profit of the previous financial years of the Company.

7,530,965 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.

3. Amendment of the Articles of Association of the Company and approval of the new redaction of the Articles of Association

The Supervisory Board's and Management Board's proposal and draft resolution:

To amend the Articles of Association of the Company and to approve the new redaction of the Articles of Association.

7,530,965 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.

4. Increase of share capital of the Company

The Supervisory Board's and Management Board's proposal and draft resolution:

4.1. The share capital of the Company will be increased by 32,725,000 euros from 850,000 euros to 33,575,000 euros by increasing the book value of existing shares by 3.85 euros per share, i.e., from 0.1 euros to 3.95 euros.

4.2. The share capital of the Company will be increased by a bonus issue at the expense of the share premium. The bonus issue will be carried out on the basis of the Company's annual report for 2023 approved by the shareholders. The bonus issue will be carried out at the expense of the share premium in the amount of 32,725,000 euros. After the bonus issue, the new amount of the share capital is 33,575,000 euros, which is divided into 8,500,000 shares with book value of 3.95 euros per share.

4.3. The list of shareholders entitled to participate in the bonus issue shall be fixed as of the end of the business day of the Nasdaq CSD Estonian settlement system as of 22.04.2024. The date of the change in the rights attached to the shares (ex-date) is 19.04.2024; from that date, the person acquiring the shares is not entitled to participate in the bonus issue. The increase of the book value of the shares takes place immediately after the entry of the increase of the share capital in the commercial register.

7,530,965 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.

The record of voting is annexed to this notice.

Priit Vaikmaa
TextMagic AS CEO
[e-mail]

Attachments:
2024 04 TextMagic AS protokoll_Record of Voting.pdf