NOTICE ON CALLING ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Management Board of TextMagic AS (registry code 16211377, hereinafter the “Company”) hereby calls the annual general meeting of the shareholders to be held on April 6, 2023, starting at 14.00 (Estonian time) at Rävala Street 3, Tallinn 10143, Estonia (Radisson Collection Hotel).
The registration of the participants of the annual general meeting of shareholders begins at 13.00 at the location of the meeting and ends at 13.50. We ask the shareholders or their representative to arrive at the meeting in good time, taking into account the time required for the registration of the participants of the meeting. For registration, please bring an identity document, in case of shareholder's representative a written power of attorney, or documents proving the right of representation. Documents concerning shareholders who are legal persons registered abroad shall be legalized or bear an apostille.
In addition to participating in the general meeting on site, the shareholder has the opportunity to vote by e-mail or post before the general meeting is held. More detailed instructions on how to vote before the general meeting can be found below in the "Organizational matters" section.
The list of shareholders entitled to participate in the general meeting will be determined as of 7 (seven) days before the general meeting, i.e., as of the end of the business day of the Nasdaq CSD Estonian settlement system on March 30, 2023.
The Supervisory Board of the Company has determined the agenda of the general meeting, and below are the proposals of the Management Board and Supervisory Board of the Company to be submitted to the shareholders:
-
Management Board overview of the activities of the Company
The Management Board provides an overview of the activities of the Company. The agenda item is informative.
-
Approval of the audited annual report of 2022 of the Company
The Supervisory Board’s and Management Board’s proposal and draft resolution:
To approve the audited annual report of 2022 of the Company.
-
Profit distribution proposal
The Supervisory Board’s and Management Board’s proposal and draft resolution:
The net profit of the Company for the 2022 financial year is 2,708 thousand euros. To transfer 85,000 euros of the net profit of the Company for the 2022 financial year to the reserve capital and not make payments to shareholders or allocations to other reserves prescribed by law or the Articles of Association.
Organizational matters
A shareholder may review all documents related to the annual general meeting of the Company on Company's investors' website https://investor.textmagic.com/ and at the Company's location at Mõisa str 4, Tallinn, Harju County (15th floor) during business days from 09:00 to 17:00 from the notification of convening the general meeting until the day of the general meeting.
A shareholder who wishes to vote before the general meeting is held, please fill in the ballot form, which is available both on the Company's investors website https://investor.textmagic.com/ as well as attached to this notice of convening the annual general meeting of shareholders. The filled-in ballot form must be signed either digitally and sent by e-mail to investor@textmagic.biz or signed on paper and the scanned ballot must be sent by e-mail to investor@textmagic.biz and the original ballot by mail to the Company's address Mõisa tn 4, Tallinn, Harju County no later than 1 (one) business day before the general meeting is held, i.e. no later than April 5, 2023 at 17:00.
Prior to the annual general meeting, a shareholder may inform the Company of the appointment of a representative, as well as the withdrawal of such authorization by the person represented, by sending either a digitally signed power of attorney or notice to the e-mail address of the Company investor@textmagic.biz or signed on paper and the scanned power of attorney or notice must be sent by e-mail to investor@textmagic.biz and the original power of attorney or notice by mail to the Company's address Mõisa tn 4, Tallinn, Harju County before the general meeting is held. The power of attorney form is available on the website of the Company's investors https://investor.textmagic.com/ and attached to this notice of convening the annual general meeting of shareholders.
Prior to the annual general meeting, a shareholder has the right to submit questions about the agenda items of the meeting and other organizational issues through the Company's e-mail address investor@textmagic.biz in such a way that they are received by the Company no later than 1 (one) business day before the general meeting, i.e. no later than April 5, 2023 at 17:00.
The shareholders whose shares represent at least one-tenth of the share capital, may demand the inclusion of additional issues on the agenda of the general meeting if the respective demand has been submitted to the Company's e-mail address investor@textmagic.biz or to the Company's location at Mõisa tn 4, Tallinn, Harju County no later than 15 days before the general meeting is held.
The shareholders whose shares represent at least one-tenth of the share capital, may submit to the Company a draft resolution in respect to each item on the agenda. To exercise the right described in the previous sentence, the corresponding draft must be sent to the Company's e-mail address investor@textmagic.biz or to the Company's location at Mõisa tn 4, Tallinn, Harju County. The draft must be sent electronically or by mail in such a way that it is received by the Company no later than 3 days before the general meeting is held.
The following annexes are attached to this notice:
Annex 1 – voting ballot blank
Annex 2 – form of power of attorney
For more information, please contact:
Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz
|