The management board of TextMagic AS (registry code: 16211377; located at: A. H. Tammsaare tee 56, Tallinn, 11316; hereinafter the “Company”) proposed to the shareholders to adopt a resolution without convening a general meeting. The notice was published on 25 March 2026 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 1 April 2026 at the end of the business day of the settlement system of Nasdaq CSD and the voting took place from 25 March 2026 until 8 April 2026. A total of four shareholders of the Company whose shares represent 7,371,158 votes, representing a total of 85.61% of the votes represented by all the shares, cast their votes on time, i.e., by 8 April 2026 at 12:00 (GMT +3). All shareholders who did not cast their vote in time were deemed to have voted against the resolution.
The shareholders of the Company adopted the following resolutions on 8 April 2026 without convening a general meeting pursuant to Section 2991 of the Commercial Code.
1 Approval of the audited annual report of the Company for 2025
To approve the audited annual report of the Company for 2025.
7,371,158 votes of the shareholders cast in favour, i.e., 85.61% of the votes.
2 Resolution on covering of loss
To cover the loss incurred in 2025 in the amount of 1,950,000 euros out of retained profits of prior periods.
7,371,158 votes of the shareholders cast in favour, i.e., 85.61% of the votes.
3 Increase of the mandatory reserve capital
To increase the Company’s mandatory reserve capital by 1,100 euros on account of retained profits of prior periods.
7,371,158 votes of the shareholders cast in favour, i.e., 85.61% of the votes.
4 Distribution of profits
According to the Company’s audited annual report for 2025 approved by the shareholders, the distributable profit as at 31 December 2025 amounts to 1,275,800 euros. To distribute the profit as follows:
4.1 to pay dividends in the amount of 0.14 euros per share, i.e., to distribute profits in the total amount of 1,205,400 euros as dividends to the shareholders;
4.2 to leave the remaining profit in the amount of 70,400 euros undistributed.
The list of shareholders entitled to receive dividends will be fixed on 8 April 2026 (record date) at the end of the business day of the settlement system of Nasdaq CSD Estonia. Consequently, the ex-date (the date on which the rights related to the shares change) is 7 April 2026. The dividend will be paid to shareholders no later than on 15 April 2026.
7,371,158 votes of the shareholders cast in favour, i.e., 85.61% of the votes.
5 Amendment of the Articles of Association of the Company
To amend the Articles of Association of the Company and to approve the new wording of the Articles of Association as set out in Annex 5 to the draft resolutions.
7,371,158 votes of the shareholders cast in favour, i.e., 85.61% of the votes.
The record of voting is attached to this announcement.
Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz
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