TextMagic AS adoption of resolutions without convening a meeting

TextMagic AS Registered Shs

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TextMagic AS (registry code 16211377, hereinafter the "Company”) Management Board hereby announces the draft resolutions proposed for adoption by the shareholders without convening a meeting, in accordance with clause 299¹ of the Commercial Code, for the approval of the Company's audited annual report for 2024. 

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

Draft resolutions:

1. Approval of the audited annual report of 2024 of the Company

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

To approve the audited annual report of 2024 of the Company.

2. Profit Distribution Proposal

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

The net profit of the Company for the 2024 financial year is 2,053,000 euros. No payments to shareholders or allocations to reserve capital or other reserves prescribed by law or the Articles of Association will be made.

Procedure and instructions for voting
A shareholder may review all documents related to the draft resolutions on the Company's investor website https://investor.textmagic.com/ and at the Company's location at A. H. Tammsaare tee 56, 11316 Tallinn, Harju County during business days from 09:00 to 17:00.

Questions regarding draft resolutions, voting and other organizational issues should be submitted to the Company's email address investor@textmagic.biz no later than by 17.04.2025 at 17:00.

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 14.04.2025 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on draft resolutions only by electronic means or by submitting a paper vote as follows:

1. the voting will be open from 10:00 on 04.04.2025 until 12:00 on 21.04.2025 (GMT+3);
2. the ballot paper form prepared for voting is available at https://investor.textmagic.com/, where it can be filled out 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 email address investor@textmagic.biz 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 email 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 21.04.2025;
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 shall be forwarded by the time specified in (iv) above. The form of the power of attorney is attached to this draft decision;
6. if the ballot paper is filled out 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 persons entitled to represent the legal entity 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 form
Annex 2 – Form of power of attorney
Annex 3 – Audited annual report of 2024
Annex 4 – Report of the Supervisory Board of TextMagic on the Annual Report of 2024

For more information, please contact:

Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz

Attachments

• Audited annual report of 2024 (Translation of Estonian original)
• Annex 1 - Voting ballot form
• Annex 2 - Form of power of attorney
• Annex 4 - Report of the Supervisory Board of TextMagic on the Annual Report of 2024
• Annex 3 - Audited annual reprt of 2024