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Huuuge Inc.

Transaction in Own Shares May 30, 2023

10234_rns_2023-05-30_22e51a3d-bfe0-4a49-a58b-924d8e7f40ca.html

Transaction in Own Shares

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Announcement of a Share Buyback and Termination of the Prior ShareBuyback

Huuuge, Inc. (the _quot;Issuer_quot; or the _quot;Company_quot;) hereby reports that on May30, 2023, the Company's Board of Directors adopted a resolutionlaunching the acquisition of the Company's common shares listed on theWarsaw Stock Exchange by way of a time-limited Invitation to Sell (the_quot;SBB_quot;), establishing detailed conditions and procedures forparticipation in and execution of the SBB and termination of theIssuer's previous share buyback (temporarily suspended in August 2022)(the _quot;Resolution_quot;).

Considering the Company's status as a public company, and in order toensure the equal treatment of all the Company's shareholders, theCompany announces the SBB in the form of a time-limited invitation tosubmit to the Company sale offers relating to shares in the Company, ata pre-determined and fixed price per share, open to all shareholders ofthe Company (the _quot;Invitation_quot;). The Invitation, along with associatedappendices, is attached to this Report.

The Invitation is published subject to the following conditions, as wellas additional conditions detailed more fully in the Invitation:

The subject of the Invitation consists of no more than 17,121,919 (inwords: seventeen million one hundred and twenty-one thousand ninehundred and nineteen) ordinary shares with a par value of USD 0.00002per share, issued by the Company, which are registered with the NationalDepository for Securities S.A. (the _quot;NDS_quot;) (or which will be registeredwith the NDS in connection with the SBB), under ISIN code: US44853H1086,representing jointly no more than 20.32% of the share capital of theCompany and entitling their holders to exercise jointly no more than21.5% of the total number of votes at the general meeting of the Companyas at the date of the Invitation (the _quot;Buyback Shares_quot;).

The Buyback Shares will be acquired by the Company under the SBB withthe intention that the acquired Buyback Shares will be retired otherthan those shares necessary, in the Company's view, to satisfy itsongoing needs under the Company's employee stock option plans.

The offered gross buyback price per one Buyback Share will be USD 8.7607(corresponding to 37 PLN, in accordance with the USD/PLN exchange rateas published by the National Bank of Poland (NBP) on the day precedingthe date of this report).

The maximum total amount allocated by the Company for the purposes ofthe SBB is USD 150,000,000 (in words: one hundred fifty million USdollars).

The Company will convert the amounts due to the Company's shareholdersfrom USD into PLN on the day preceding the settlement of the SBB inaccordance with the applicable interbank exchange rate, so the Company'sshareholders that submitted sale offers in response to the Invitationwill receive the amounts due to them in PLN. The Company's shareholderselecting to receive the amount due to them in USD should meet therequirements set out in the Invitation.

The amounts that the Company's shareholders will receive following thesettlement of the SBB will be reduced by applicable withholding taxes,including taxes imposed under the U.S. Internal Revenue Code of 1986, asamended.

Shareholders may submit sale offers in response to the Invitation from 1to 29 June 2023, in the manner specified in the Invitation.

The indicative date of the acquisition and transfer of ownership ofBuyback Shares to the Company (settlement date) is 4 July 2023.

As of the date of the Invitation, the Company owns 4,623,347 treasuryshares.

The intermediary in the execution and settlement of the SBB is IPOPEMASecurities S.A.

The text of the Invitation is attached to this current report. The textof the Invitation is also available on the website of IPOPEMA SecuritiesS.A. (www.ipopemasecurities.pl).

The Invitation does not constitute a tender offer for the sale orexchange of shares referred to in Article 72a et seq. of the Act onPublic Offering, Conditions Governing the Introduction of FinancialInstruments to Organised Trading and Public Companies of 29 July 2005(consolidated text: Journal of Laws of 2022, item 2554). This Invitationdoes not constitute an offer within the meaning of Article 66 of the Actof 23 April 1964 - Civil Code (consolidated text: Journal of Laws of2022, item 1360). However, the Invitation has been structured to complywith Regulation 14E under the U.S. Exchange Act of 1934.

The Invitation should not be construed as an offer to sell or thesolicitation of an offer to buy or sell any financial instruments norshall it constitute an advertisement or promotion of any financialinstrument or the Company in any jurisdiction where the foregoing wouldbe prohibited.

The Invitation does not constitute a recommendation or investment adviceor any other recommendation, legal or tax advice or an indication thatany investment or strategy is appropriate in the individualcircumstances of any person or entity that intends to respond to theInvitation. Shareholders to which the Invitation is addressed shouldtake advice from their investment, legal or tax advisers on any matterrelating to the Invitation. Shareholders responding to the Invitationshall bear all legal, financial and tax consequences of their investmentdecisions.

Shareholders interested in the sale of the shares referred to in theInvitation should make their own detailed study of the contents of theInvitation and the publicly available information concerning the Companyand carefully analyze and evaluate such information, and their decisionto sell shares in the Company should be based on such analysis as theythemselves consider appropriate.

Simultaneously with announcing the SBB, the Company announces thetermination of the prior share buy-back of the Company, which waslaunched on the basis of the Company's Board of Directors resolution of15 February 2022 and announced in the Company's current report no.4/2022 and subsequently suspended effective 2 August 2022 (as announcedin the Company's current report no. 41/2022). Over the course of the2022 SBB, the Company repurchased a total of 4,989,608 common shares fora total consideration (including brokerage commissions) of PLN 88,902thousand (USD 20,090 thousand).

Legal basis: Article 17 (1) of the MAR.

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