SALE OFFER FOR HUUUGE, INC. SHARES
This document (the "Sale Offer"), if duly completed, constitutes a response to the invitation to sell the shares of Huuuge, Inc. (the "ITS") (the "Company") relating to ordinary bearer shares bearing ISIN code US44853H1086 (the "Shares"), which was announced by the Company on 30 May 2023 through IPOPEMA Securities S.A. in connection with the Company's buy-back of treasury shares (the "SBB") and which is available under the following links:https://ir.huuugegames.com/share-buyback and www.ipopemasecurities.pl. The ITS is the only document containing legally binding information on the terms and conditions of the SBB.
All capitalized terms used herein and not otherwise defined in this Sale Offer shall have the meanings given to them in the ITS.
Each Shareholder is entitled to submit more than one Sale Offer with respect to different Shares held by the Shareholder.
1. Shareholder details:
First name and surname/Name:
| Address of residence/registered office: |
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(street, house and apartment number, postal code, town/city, country) |
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| Correspondence address (if different from the address above): |
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………………………………… (street, house and apartment number, postal code, town/city, country) |
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| Phone: |
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| E-mail: |
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| Foreign exchange status (tick as appropriate) : |
Polish resident □ |
Polish non-resident □ |
Tax residencies (other than Poland) *: … |
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| * Country of tax residence, tax identification number (TIN) |
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ID number **:…………… |
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** depending on the type of person: PESEL (Polish Personal Identification Number), REGON (Polish Industry Identification Number), passport number, number in the relevant register of companies or entrepreneurs |
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LEI Code
***:...............................................................................................................................................................
*** applicable to legal persons, organizational units without legal personality and natural persons conducting business activity
2. Details of legal person's attorney-in-fact/representative (if applicable):
First name and surname:
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Series and number of identity document: |
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3. Shares tendered for sale and the Buyback Price |
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Offered price per Share: USD 8.7607 |
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I would like to receive the amount due in: □ PLN □ USD**** |
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**** Available only for Shareholders holding Shares on a securities account at IPOPEMA Securities S.A. Shareholders not meeting the abovementioned condition will receive the amount in PLN. |
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Number of Shares offered for sale: |
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………… Number of Shares in words: |
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Securities account number: |
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are deposited, as per the attached deposit certificate (does not apply to Sale Offers submitted directly to the entity maintaining the Shareholder's securities account): Name of brokerage office/brokerage house/custodian bank/depositor:
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Number of National Depositary for Securities (pol. KDPW) account in which the Shares are deposited: |
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4b. Instructions of the person or entity submitting the Sale Offer (applies only to Sale Offers submitted directly |
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to the entity maintaining the Shareholder's securities account): |
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I hereby submit the following instructions to the entity accepting this Sale Offer: |
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settlement of this Sale Offer, with a validity period until the Settlement Date; |
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Shares, in accordance with the terms and conditions set forth in the ITS and this Sale Offer; |
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an instruction to block the Shares indicated in item 3 above on my securities account, for the purpose of an irrevocable instruction to issue a settlement instruction in favor of the Company for the above-designated an instruction to submit to IPOPEMA Securities S.A., on the date specified by IPOPEMA Securities S.A., information on the number of Shares blocked in connection with the Sale Offer; |
4c. Instructions of the person or entity submitting the Sale Offer (applies only to Sale Offers submitted by a Shareholder for whom the entity which maintains the securities account in which the Shares are recorded does not provide the brokerage service referred to in Article 69 section 2 item 1 of the Act on Trading ):
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- I hereby give an irrevocable instruction to sell in favor of the Company, concerning the above-designated Shares, in accordance with the terms and conditions set forth in the ITS and this Sale Offer.
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- I confirm the submission of the instruction to issue a settlement instruction in favor of the Company to the entity that maintains the Shareholder's securities account.
5. Representation by the person or entity submitting the Sale Offer
I, the undersigned, represent that:
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- I have read the ITS and accept its terms and conditions and the terms and conditions of the SBB, in particular the conditions under which the Shares covered by this Sale Offer will be sold to the Company, the conditions relating to a possible reduction of the submitted Sale Offers (including this Sale Offer) and the taxation terms and conditions specified in point 12 of the ITS and in the U.S. Tax Rider entitled "Certain U.S. Federal Income Tax Considerations" attached as Appendix 2 to the ITS.
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- All Shares covered by this Sale Offer have been blocked on the securities account until the Settlement Date (including that date), and an instruction has been placed to transfer the Shares to the Company's securities account maintained by IPOPEMA Securities S.A.
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- This Sale Offer is valid until the Settlement Date as indicated in the ITS and may not be revoked or otherwise modified by the Shareholder before that date.
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- The Shares offered for sale in this Sale Offer are fully paid up and are not encumbered with any third-party rights.
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- A deposit certificate issued by the entity maintaining the securities confirming the blocking of the Shares is attached to this Sale Offer (does not apply to Sale Offers submitted directly to the entity maintaining the Shareholder's securities account).
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- By submitting a Sale Offer, (a) I agree to submit a properly completed and executed IRS Form W-8 or IRS Form W-9 (a "Tax Certificate") to the Company through the link: https://webeushrew8prd.ihsmtaxsolutions.com/Huuuge\_Prod/ED3 (subject to situations where a Sale Offer is submitted by a given Shareholder to the Qualified Intermediary who undertakes primary responsibility for the payment of tax and informs the Company and the Shareholder of such), (b) consent to electronic delivery of tax-related forms, including IRS Forms 1099 and 1042-S, (c) represent that all information in the Tax Certificate is true, correct, and complete as of the date on which it is submitted, (d) agree to notify the Company if any information contained in the Tax Certificate ceases to be true at any time following the date on which such Tax Certificate is submitted by re-logging on to the website of S&P Global: https://webeushrew8prd.ihsmtaxsolutions.com/Huuuge\_Prod/ED3, and (e) confirm that I will treat the sale as a distribution from the Company for all U.S. federal income tax purposes.
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- I acknowledge, understand and agree that (a) any investment decision will be based upon my own judgment, due diligence and analysis; (b) I have made my own assessment and have satisfied myself concerning the relevant tax, legal, currency and other economic considerations relevant to my potential sale of the Shares; (c) I have not relied, nor will I rely, on any information, representation, warranty (in each case either express or implied) or statement made by or on behalf of IPOPEMA Securities S.A., the Company or any of its affiliates with respect to the Company or the Shares; and (d) no person has made any representation or recommendation, express or implied, with respect to the Company, the Shares or the accuracy or completeness of any information concerning the Company, the Shares or any matter relating thereto.
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- I consent to the transfer by the entity accepting this Sale Offer to IPOPEMA Securities S.A. and to the Company of my personal data and information constituting a professional secret (pol. tajemnica zawodowa)
and information related to the Sale Offer submitted by me. I authorize IPOPEMA Securities S.A. and the Company to receive the above-mentioned information.
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- I acknowledge, understand and agree to the terms and conditions under which the Company processes personal data in connection with the SBB and which are indicated in the Company's privacy policy at https://ir.huuugegames.com/privacy-policy-for-investor-relations.
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- I acknowledge, understand and accept the terms and conditions under which IPOPEMA Securities S.A. processes personal data in connection with the SBB and which are indicated in the appendix to this Sale Offer.
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- I acknowledge, understand and accept the terms and conditions under which the entity accepting this Sale Offer (other than IPOPEMA Securities S.A.) processes personal data in connection with the SBB and which are indicated in the appendix to this Sale Offer (applies only to Sale Offers submitted directly to the entity maintaining the Shareholder's securities account).
Any consequences resulting from incorrectly or incompletely filling out this Sale Offer or the deposit certificate or Tax Certificate shall be borne by the Shareholder. A Shareholder submitting this Sale Offer shall also bear all legal, financial and tax consequences of its investment decisions.
This Sale Offer is governed by, and shall be construed in accordance with, Polish law.
Signature of the person submitting the Sale Offer Sale Offer acceptance date and signature, and
............................................................ ………........................................................................... stamp of the employee accepting the Sale Offer
............................................................ Signature of the employee of the entity issuing the deposit certificate
(does not apply to Sale Offers submitted directly to the entity maintaining the Shareholder's securities account)
APPENDIX TO THE SALE OFFER FOR HUUUGE, INC. SHARES OBLIGATION TO PROVIDE PRIVACY INFORMATION
IPOPEMA'S OBLIGATION TO PROVIDE PRIVACY INFORMATION TO IPOPEMA'S CLIENTS
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- The controller of your personal data is IPOPEMA Securities S.A. with its registered office in Warsaw (00-107), 9 Próżna St. (hereinafter referred to as "the Controller" or "Ipopema"). You may contact the Controller by email at [email protected], by telephone at +48 22 236 92 00 or in writing at the Controller's registered address.
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- We have appointed a data protection officer who can be contacted by email at [email protected], by telephone at +48 22 236 92 00 or in writing at the Controller's registered address. The data protection officer may be contacted in all matters concerning the processing of personal data and the exercise of rights related to data processing.
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- Your personal data will be processed for the purposes of:
- a. performing services related to the Company's SBB in the event of the submission of a Sale Offer, including the transmission to the Company of your personal data and of information required for the sale of shares under the SBB, for the provision of transaction-related services and settlements as well as for taxation - the legal basis for the processing of personal data is the performance of brokerage services consisting in the acceptance and forwarding of orders to purchase or sell financial instruments (Art. 6 (1) (b) of the GDPR);
- b. the discharging of the Controller's legal obligations as a brokerage house, including obligations related to the verification of customers and the notification of supervisory authorities - the legal basis for the processing of personal data is the need to discharge obligations imposed by law (Art. 6 (1) (c) of the GDPR);
- c. the provision of information concerning the SBB and its terms as well as the procedure for submitting Sale Offers the legal basis for the processing of personal data is the Controller's legitimate interest in responding to requests addressed to Ipopema related to the SBB (Art. 6 (1) (f) of the GDPR);
- d. establishing or enforcing potential claims or defending against such claims by the Controller the legal basis for the processing of personal data is the Controller's legitimate interest in protecting its business interests (Art. 6 (1) (f) of the GDPR).
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- In the event of the submission of a Sale Offer, your personal data will be transferred to the Company for the purpose of considering Sale Offers and, if the Sale Offer is accepted, for effectuating the sale of the Shares under the SBB, for the provision of transaction-related services and settlements as well as for taxation - the legal basis for sharing such personal data is the need to perform the agreement on brokerage services concluded between you and the Controller (the "Agreement on Brokerage Services") (Article 49 (1) (b) of the GDPR). The following personal data will be subject to transfer: first name and last name, place of residence address, email address, PESEL number (Polish identification number), or NIP number (Polish tax identification number), date of birth, account number, number of shares offered for sale, and US tax identification number. The Company being the recipient of personal data has its registered office in the United States of America (USA). There is no current European Commission decision stating an adequate level of data protection in the USA.
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- Your personal data may be transferred to entities that process data on behalf of Ipopema such as entities providing consulting, auditing, accounting, IT, archiving and document destruction services to Ipopema.
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- Your personal data will be processed for the period required to perform the Agreement on Brokerage Services as well as for as long as the Controller's legitimate interest continues to exist. The data retention period may be extended each time by the claim limitation period if data processing is necessary on the part of the Controller to pursue potential claims or to defend against any claims. After this period, data will only be processed to the extent and for the time required by law.
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- You have the right to access your personal data, to demand their rectification or erasure, or to have their processing restricted.
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- To the extent that the processing of your personal data is based on the grounds of legitimate interest, you have the right to object to the processing of your personal data on grounds relating to your particular circumstances.
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- To the extent that your personal data are processed by automated means on the basis of a contract you have the right to the portability of the data that you have provided to the Controller, i.e. to receive them from the Controller in a structured, commonly used machine-readable format. You may send this data to another data controller.
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- You have the right to submit a complaint with the supervisory authority competent for the protection of personal data in the Member State of the European Union of your habitual residence, place of work, or a place of alleged infringement. In Poland, the competent authority is the president of the Personal Data Office.
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- The provision of your personal data is necessary for the submission of Sale Offers. The provision of your personal data is also mandatory to the extent that the processing of personal data is necessary for the performance of obligations under applicable law.
IPOPEMA'S OBLIGATION TO PROVIDE PRIVACY INFORMATION TO CLIENTS OF ENTITIES ACCEPTING THIS SALE OFFER OTHER THAN IPOPEMA SECURITIES S.A.
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- The controller of your personal data is IPOPEMA Securities S.A. with its registered office in Warsaw (00-107), 9 Próżna St. (hereinafter referred to as "the Controller" or "Ipopema"). You may contact the Controller by email at [email protected], by telephone at +48 22 236 92 00 or in writing at the Controller's registered address.
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- We have appointed a data protection officer who can be contacted by email at [email protected], by telephone at +48 22 236 92 00 or in writing at the Controller's registered address. The data protection officer may be contacted in all matters concerning the processing of personal data and the exercise of rights related to data processing.
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- we received your personal data from [name of brokerage house] to the extent of the following: your name, residential address, e-mail address, PESEL number or VAT number, date of birth, account number, number of shares offered for sale, and US tax identification number.
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- Your personal data will be processed for the purposes of:
- a. the organization of the Company's SBB the legal basis for the processing of personal data is Ipopema's legitimate interest in enabling the Shareholders of the Company to sell Shares under the SBB (Art. 6 (1) (f) of the GDPR);
- b. the provision of information concerning the SBB and its terms as well as the procedure for submitting Sale Offers the legal basis for the processing of personal data is the Controller's legitimate interest in responding to requests addressed to Ipopema related to the SBB (Art. 6 (1) (f) of the GDPR);
- c. the coordination of cooperation with brokerage houses the legal basis for the processing of personal data is Ipopema's legitimate interest consisting in performing legal obligations arising from the trilateral agreement concluded between Ipopema, the Company and brokerage house that you are a client of in order to support the implementation of the SBB (the "Consortium Agreement") (Art. 6 (1) (f) of the GDPR);
- d. establishing or enforcing potential claims or defending against such claims by the Controller the legal basis for the processing of personal data is the Controller's legitimate interest in protecting its business interests (Art. 6 (1) (f) of the GDPR).
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- In the event of the submission of a Sale Offer, your personal data will be transferred to the Company for the purpose of considering Sale Offers and, if the Sale Offer is accepted, for the provision of transaction-related services and settlements as well as for taxation - the legal basis for sharing such personal data is the need to perform the Consortium Agreement (Article 49 (1) (c) of the GDPR). The following personal data will be subject to transfer: first name and last name, address of residence, email address, PESEL number (Polish identification number), or NIP number (Polish tax identification number), date of birth, account number, number of shares offered for sale, and US tax identification number. The Company being the recipient of personal data has its registered office in the United States of America (USA). There is no current European Commission decision stating an adequate level of data protection in the USA.
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- Your personal data may be transferred to entities that process data on behalf of Ipopema such as such as entities providing consulting, auditing, accounting, IT, archiving and document destruction services to Ipopema.
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- Your personal data will be processed for as long as the Controller's legitimate interest continues to exist. The data retention period may be extended each time by the claim limitation period if data processing is necessary on the part of the Controller to pursue potential claims or to defend against any claims.
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- You have the right to access your personal data, to demand their rectification or erasure, or to have their processing restricted.
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- To the extent that the processing of your personal data is based on the grounds of legitimate interest, you have the right to object to the processing of your personal data on grounds relating to your particular circumstances.
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- To the extent that your personal data are processed by automated means on the basis of a contract you have the right to the portability of the data that you have provided to the Controller, i.e., to receive them from the Controller in a structured, commonly used machine-readable format. You may send this data to another data controller.
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- You have the right to submit a complaint with the supervisory authority competent for the protection of personal data in the Member State of the European Union of your habitual residence, place of work, or a place of alleged infringement. In Poland, the competent authority is the president of the Personal Data Office.
BROKERAGE HOUSES' OBLIGATION TO PROVIDE PRIVACY INFORMATION TO BROKERAGE HOUSES' CLIENTS
[IPOPEMA: The information clause provided by the entity which is a party to the Consortium Agreement should be supplemented with the following information in the places indicated in the information obligation structure below].
- 1. The identity of the controller of personal data;
- 2. The contact details of the controller of personal data;
- 3. Information regarding appointment of the data protection officer (DPO);
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- The purposes of the processing of personal data as well as the legal basis thereto;
If you submit a Sale Offer, the controller will share your personal data with Ipopema as the coordinator of the SBB for the purpose of organizing the SBB. To such end, Ipopema will share your personal data with the Company. The following personal data will be subject to transfer: first name and last name, address of residence, email address, PESEL number (Polish identification number), or NIP number (Polish tax identification number), date of birth, account number, number of shares offered for sale, and US tax identification number. The legal basis for the sharing of personal data by Ipopema with the Company is the need to perform the Agreement on Brokerage Services.
The controller, Ipopema and the Company will share your personal data with each other for the purpose of executing and settling transactions consisting in the sale of the Company's Shares under the SBB.
- 5. The recipients of personal data;
- 6. The retention periods;
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- Data subject's rights;
To the extent that your personal data are processed by automated means on the basis of a contract - you have the right to the portability of the data that you have provided to the controller, i.e., to receive them from the controller in a structured, commonly used machine-readable format. You may send this data to another data controller.
To the extent that the processing of your personal data is based on the grounds of legitimate interest, you have the right to object to the processing of your personal data on grounds relating to your particular circumstances.
8. Information regarding the obligatory/voluntary provision of personal data.