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 08.05.2024 in the stock exchange information system of Nasdaq Tallinn and on the same day on the Company’s website and in the newspaper “Eesti Ekspress”.
The list of shareholders entitled to vote was fixed on 15.05.2024 at the end of the business day of the Nasdaq CSD settlement system and the voting took place in the period 08.05.2024 10:00 to 22.05.2024 12:00 A total of 2 shareholders of the Company, whose shares represent 7,530,907 votes, representing a total of 88.60% of the votes, casted their votes on time, i.e. by 22 May 2024 at 12:00 (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 22.05.2024 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
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.
7,530,907 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.
2. Reduction of share capital of the Company
The Supervisory Board’s and Management Board’s proposal and draft resolution:
2.1. The share capital of the Company will be decreased by 32,725,000 euros (extent of share capital reduction) from 33,575,000 euros to 850,000 euros by decreasing the book value of existing shares by 3.85 euros per share, i.e., from 3.95 euros to 0.10 euros.
2.2. After the share capital reduction, the new amount of the share capital is 850,000 euros, which is divided into 8,500,000 shares with book value of 0.10 euros per share.
2.3. The reason for the reduction of the share capital is to enable dividend payments to the Company’s shareholders. Due to the continued growth of the Company and strong cash flow, there is no need to hold the registered share capital in the registered amount at present and in the near future.
2.4. As a result of the reduction of the share capital, payments of 0.59 euros per share will be made. Payments to shareholders are made no earlier than three months after entry of the reduction of share capital in the commercial register. The remaining share capital reduction in the amount of 3.26 euros per share will be transferred to the voluntary equity reserve created for the Company.
2.5. The list of shareholders participating in the share capital reduction shall be fixed as of the end of the business day of the Nasdaq CSD Estonian settlement system as of 21.05.2024. The date of the change in the rights attached to the shares (ex-date) is 20.05.2024. The decrease of the book value of the shares takes place immediately after the entry of the reduction of the share capital in the commercial register.
7,530,907 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.
3. Creation of voluntary equity reserve for the Company
The Supervisory Board’s and Management Board’s proposal and draft resolution:
3.1. To create a voluntary equity reserve for the Company in the amount of up to 30,000,000 euros in accordance with Clause 4.1 of the Articles of Association of the Company.
3.2. To transfer the amount of 27,710,000 euros of equity released as a result of the reduction of the share capital of the Company to the voluntary equity reserve of the Company.
7,530,907 votes of the shareholders voted in favour, i.e. 88.60 % of the votes.
The record of voting is attached to this announcement.
Additional information:
Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz
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