Board/Management Information • Apr 7, 2022
Board/Management Information
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Notification on Changes to Issuer's Board of Directors and ExecutiveManagement
Huuuge, Inc. ("Issuer", "Company") informs that in the meetings of theBoard of Directors of the Issuer (the "Board") held on April 7, 2022,acting in accordance with the Issuer's Fourth Amended and RestatedCertificate of Incorporation (the "COI") and the Issuer's Third Amendedand Restated Bylaws (the "Bylaws"), the Board unanimously adopted thefollowing resolutions:
1. Following a recommendation by the Remuneration and NominationsCommittee of the Board, and in accordance with Article 5.1 of the COIand Article III, Section 1 of the Bylaws, to expand the size of theBoard to 6 members, by way of the addition of a new Director to theBoard.
2. Following a recommendation by the Remuneration and NominationsCommittee of the Board, and in accordance with Article III, Section 5 ofthe Bylaws, upon diligent review of his qualifications and candidacy,and having received a signed declaration of independence from Mr. TomJacobsson, to elect Mr. Jacobsson as an independent non-executive memberof the Board (Non-executive Director), for the remainder of the term ofthe current Board, i.e. until the Issuer's upcoming Annual Meeting ofStockholders.
3. Having accepted the resignation of Mr. Rod Cousens from the AuditCommittee and Remuneration and Nominations Committee of the Board,effective April 7, 2022, and in accordance with Article IV of theBylaws, to elect Mr. Tom Jacobsson as an independent member of the AuditCommittee and Remuneration and Nominations Committee of the Board, withimmediate effect.
4. Following a recommendation by the Remuneration and NominationsCommittee of the Board and in accordance with Article V of the Bylaws,to appoint Mr. Rod Cousens as co-CEO of the Company (ExecutiveDirector), along with Mr. Anton Gauffin, with immediate effect.
Pursuant to the aforementioned resolutions, the Board further recommendsthe election of Mr. Tom Jacobsson as an independent non-executive memberof the Board (Non-executive Director), at the Issuer's upcoming AnnualMeeting of Stockholders.
In light of the aforementioned resolutions, and in order to ensure thatall Stockholders are given adequate time to provide their votes withrespect to the election of Mr. Jacobsson, as per the aforementionedrecommendation by the Board, the Board has further decided to postponethe date of the Issuer's Annual Meeting of Stockholders originallyscheduled for April 19, 2022.
Information on the new date of the Issuer's Annual Meeting ofStockholders, and on the necessary changes to the proposed resolutionsof the Meeting, will be provided by the Issuer under a separate CurrentReport.
Brief biographies of Mr. Tom Jacobsson and Mr. Rod Cousens are attachedto this Current Report.
Legal basis: Article 17 (1) of the MAR
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