Adoption of resolution without convening a meeting, TextMagic AS
The Management Board of TextMagic AS (registry code 16211377, hereinafter the “Company”) announces this draft resolution of the shareholders with the purpose of adopting the following resolution of the shareholders without calling a meeting in accordance with clause 2991 of the Commercial Code:
Reduction of share capital of the Company
1.1. The share capital of the Company will be reduced by 2,550,000 euros from the amount of 3,400,000 euros to the amount of 850,000 euros by reducing the book value of existing shares by 0.3 euros per share, i.e., from 0.4 euros to 0.1 euros. Following the reduction of the share capital, the new amount of the share capital is 850,000 euros, which is divided into 8,500,000 shares with a book value of 0.1 euros per share.
1.2. Upon reduction of the share capital, a payment of 0.3 euros per share will be made to the shareholders of the Company. Payments will be made to the shareholders of the Company in accordance with the terms provided by law.
1.3. The reason for the reduction of the share capital is the fact that 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. The payout will not impair the Company's liquidity or affect the launch of the new product.
1.4. The list of shareholders entitled to participate in the reduction of the share capital and the related payment shall be fixed as of the end of the business day of the Nasdaq CSD Estonian settlement system as of 05.08.2022. The date of the change in the rights attached to the shares (ex-date) is 04.08.2022; from that date, the person acquiring the shares is not entitled to participate in the reduction of the share capital. The reduction of the book value of the shares takes place immediately after the entry of the reduction of the share capital in the commercial register.
Procedure and instructions for voting
Draft resolution and other information subject to disclosure pursuant to law are published on the website of the Company https://investor.textmagic.com/.
Questions regarding draft resolution, voting and other organizational issues should be submitted to the Company's e-mail address email@example.com no later than by 05.08.2022 at 12:00.
The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 29.07.2022 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on draft resolution only by electronic means or by submitting a paper vote as follows:
(i) the voting will be open from 12:00 on 26.07.2022 until 23:59 on 05.08.2022 (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 firstname.lastname@example.org 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 email@example.com 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 05.08.2022;
(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 resolution;
(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 this draft resolution:
Annex 1 - Ballot papers
Annex 2 - Power of Attorney
For more information, please contact:
TextMagic AS CEO