TextMagic AS adoption of resolutions without convening a meeting

The Management Board of TextMagic AS (registry code: 16211377, hereinafter the "Company") proposes these draft resolutions of the shareholders with a view to adopting, without calling a meeting in accordance with Section 299¹ of the Commercial Code, the resolutions of the shareholders of the Company on approval of the audited annual report for 2025, on the covering of loss, on the increase of the mandatory reserve capital, on distribution of profits and on amendment of the Articles of Association.

In order to optimize costs, the Management Board of the Company has decided to arrange for the resolutions to be adopted without convening a meeting and hence not to organise a general meeting of shareholders.

Draft resolutions:
1. Approval of the audited annual report of the Company for 2025
The Supervisory Board's and Management Board's proposal and draft resolution:
To approve the audited annual report of the Company for 2025.

2. Resolution on covering of loss
The Supervisory Board's and Management Board's proposal and draft resolution:
To cover the loss incurred in 2025 in the amount of 1,950,000 euros out of retained profits of prior periods.

3. Increase of the mandatory reserve capital
The Supervisory Board's and Management Board's proposal and draft resolution:
To increase the Company's mandatory reserve capital by 1,100 euros on account of retained profits of prior periods.

4. Distribution of profits
The Supervisory Board's and Management Board's proposal and draft resolution:
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.

5. Amendment of the Articles of Association of the Company
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 wording of the Articles of Association as set out in Annex 5 to the draft resolutions.

Procedure and instructions for voting

A shareholder may review all documents related to the draft resolutions on Company's investors' website https://investor.textmagic.com/ and at the Company's location at A. H. Tammsaare tee 56, Tallinn, Harju County during business days from 09:00 to 17:00.

Questions regarding draft resolutions, voting and other organizational issues are to be submitted to the Company's e-mail address [e-mail] no later than by 3 April 2026 at 17:00.

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e., on 1 April 2026 at the end of the business day of the settlement system of Nasdaq CSD Estonia. Shareholders may vote on draft resolutions only either by electronic means or by submitting a paper vote as follows:

1. the voting will be open from 10:00 on 25 March 2026 until 12:00 on 8 April 2026 (GMT+3);
2. a blank voting ballot is available at https://investor.textmagic.com/ where it can be filled in and the completed document can be downloaded for signing;
3. for electronic voting, a shareholder or its representative must fill in a blank voting in accordance with the instructions therein, sign it electronically (using an ID card, digital ID or Mobile ID) and forward the electronically signed voting ballot to the e-mail address [e-mail] by the deadline specified in clause (i) above;
4. for paper voting, a shareholder or its legal or authorized representative must fill in a blank voting in accordance with the instructions therein, sign it on paper and send the scanned voting ballot to the e-mail address [e-mail] and the original voting ballot to the Company's head office at A. H. Tammsaare tee 56, 11316 Tallinn, Harju County, so that it arrives no later than at 12:00 (GMT+3) on 8 April 2026;
5. if a blank voting is filled in by an authorized representative of a shareholder, the original of the relevant power of attorney in the form (in electronic form or on paper) and by the time specified in (iv) above must be delivered in addition to the voting ballot itself. A template of the power of attorney is available at [e-mail];
6. if a blank voting is filled in by a foreign legal entity, an extract of the registration entry of the relevant foreign legal entity, in the form (in electronic form or on paper) and by the time specified in (iv) above, showing the persons entitled to represent the foreign legal person must be delivered in addition to the voting ballot itself (and the power of attorney, if applicable).

Pursuant to Section 299¹(2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against a resolution, the shareholder will be deemed to have voted against the resolution.

The Management Board will publish the voting results as a stock exchange announcement and on the Company's website in accordance with Section 299¹(6) of the Commercial Code.

The following annexes are attached to this announcement:

Annex 1 - a blank voting ballot
Annex 2 - a template of power of attorney
Annex 3 - the audited annual report for 2025
Annex 4 - the report of the Supervisory Board in respect of the annual report for 2025
Annex 5 - the new wording of the Articles of Association

For more information, please contact:

Priit Vaikmaa
TextMagic AS CEO
[e-mail]