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 06.09.2023 in the stock exchange information system of Nasdaq Tallinn and on the same day on the Company’s website and in the newspaper “Eesti Päevaleht”.
The list of shareholders entitled to vote was fixed on 06.09.2023 at the end of the business day of the Nasdaq CSD settlement system and the voting took place in the period 06.09.2023-13.09.2023. A total of 12 shareholders of the Company, whose shares represent 7,482,618 votes, representing a total of 88.03% of the votes, casted their votes on time, i.e. by 13 September 2023 at 23:59 (GMT +3). If a shareholder abstained, he/she was deemed to have voted against the resolution.
The shareholders of the Company adopted the following resolutions on 13.09.2023 pursuant to the procedure provided for in § 2991 of the Commercial Code without convening a general meeting:
1. 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 the draft resolutions.
7,482,618 votes of the shareholders voted in favor, i.e., 88.03 % of the votes.
2. Increase of share capital of the company
2.1. The share capital of the Company will be increased by 51,170,000 euros from 850,000 euros to 52,020,000 euros by increasing the book value of existing shares by 6.02 euros per share, i.e., from 0.1 euros to 6.12 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 2022 approved by the shareholders. The bonus issue will be carried out at the expense of the share premium in the amount of 51,170,000 euros. After the bonus issue, the new amount of the share capital is 52,020,000 euros, which is divided into 8,500,000 shares with book value of 6.12 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 06.09.2023. The date of the change in the rights attached to the shares (ex-date) is 06.09.2023; 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.
7,482,618 votes of the shareholders voted in favor, i.e., 88.03% of the votes.
The record of voting is annexed to this notice.
TextMagic AS CEO