Adoption of resolutions without convening a meeting, TextMagic AS
Due to the company's continued growth and strong cash flow, TextMagic AS (registry code 16211377, hereinafter the “Company”) plans to make payments to shareholders. The Company plans to increase the book value of the Company's share by 0.3 euros through a bonus issue and then to reduce the book value of the Company's share by 0.3 euros by reducing the share capital. Upon reduction of the book value of a share, there will be an opportunity for the Company to make a payment of 0.3 euros per share to the shareholders of the Company. The share capital of the company is divided into 8,500,000 shares, which means that a total of 2,550,000 euros will be paid out to the shareholders. The payout will not significantly impair the Company's liquidity or affect the launch of the new product. The reduction of the share capital requires the adoption of a resolution of the shareholders, the draft of which will be forwarded by the Management Board to the shareholders in the future. Due to the waiting periods provided by law, the payment is planned to be reached by the end of January 2023.
The Management Board of the Company announces these draft resolutions of the shareholders with the purpose of adopting the following resolutions of the shareholders without calling a meeting in accordance with clause 2991 of the Commercial Code:
Amendment of the Articles of Association of the Company and approval of the new redaction of the Articles of Association
To amend the Articles of Association of the Company and to approve the new redaction of the Articles of Association in the form set out in Annex 3 to these draft resolutions.
Increase of share capital of the company
2.1 The share capital of the Company will be increased by 2,550,000 euros from 850,000 euros to 3,400,000 euros by increasing the book value of existing shares by 0.3 euros per share, i.e., from 0.1 euros to 0.4 euros.
2.2 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 2021 approved by the shareholders. The bonus issue will be carried out at the expense of the share premium in the amount of 2,550,000 euros. After the bonus issue, the new amount of the share capital is 3,400,000 euros, which is divided into 8,500,000 shares with book value of 0.4 euros per share.
2.3 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 28.06.2022. The date of the change in the rights attached to the shares (ex-date) is 28.06.2022; 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.
Procedure and instructions for voting
Draft resolutions and other information subject to disclosure pursuant to law are published on the website of the Company https://investor.textmagic.com/.
Questions regarding draft resolutions, voting and other organizational issues should be submitted to the Company's e-mail address firstname.lastname@example.org no later than by 27.06.2022 at 12:00.
The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 21.06.2022 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:
(i) the voting will be open from 12:00 on 21.06.2022 until 23:59 on 28.06.2022 (GMT+2);
(ii) the ballot paper form prepared for voting is attached to this draft resolution and is also available at https://investor.textmagic.com/, where it can be filled in and the completed document for signing can be downloaded;
(iii) 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 email@example.com by the deadline specified in clause (i) above;
(iv) 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 firstname.lastname@example.org and the original ballot paper to the Company's head office at Mõisa tn 4, 13522 Tallinn, Harju County, so that it arrives no later than 23:59 (GMT+2) on 28.06.2022;
(v) 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;
(vi) 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 these draft decisions:
Annex 1 - Ballot papers
Annex 2 - Power of Attorney
Annex 3 – New redaction of the Articles of Association
For more information, please contact:
TextMagic AS CEO