Pre-Annual General Meeting Information • Sep 24, 2023
Pre-Annual General Meeting Information
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Noticeon the Convening of the Annual Meeting of Stockholders of Huuuge, Inc.(the "Issuer") on October 27, 2023 at 17:00 CET
Basedon Article 56 Section 1 Item 2 of the Act dated 19 July 2005 on PublicOffering, Conditions Governing the Introduction of Financial Instrumentsto Organised Trading and Public Companies and § 19 Section 1 Item 2) ofthe Ordinance of the Minister of Finance of 29 March 2018 on the currentand periodic reports disclosed by securities issuers and on theequivalence of information disclosures required by the laws of non-EUmember states, the Issuer hereby announces that, pursuant to a decisionof the Board of Directors of the Issuer, it shall hold an annual meetingof stockholders on October 27, 2023 at 17:00 CET/ 8:00 am PDT (the"AGM")._#160;
TheAGM will be held virtually on the Internet platform indicated in thenotice attached to this Current Report, and in the proxy statement ofthe AGM. These documents also contain information on the matters to bevoted on by the stockholders at the AGM and the manner in which votingshall be conducted (the "Proxy Statement"). The English version and thePolish translation of these materials (excluding the Proxy Statementitself which is in English only) are attached to this current report.The agenda of the AGM, and any related documents, shall also be madeavailable on the Issuer's website at ir.huuugegames.com.
Inaccordance with the laws of the State of Delaware, the Issuer's FourthAmended and Restated Certificate of Incorporation (the "Certificate ofIncorporation") and Fourth Amended and Restated Bylaws, each stockholderwho is a registered stockholder on the record date determined by theIssuer's Board of Directors (the "Record Date"), is entitled to exercisethe voting rights attached to their shares at the AGM. The Issuer'sBoard of Directors has set the Record Date for the purpose ofdetermining those stockholders entitled to receive notice of and vote atthe AGM, as September 22, 2023. The total number of shares eligible toparticipate and vote in the AGM, as on the Record Date, is 62,810,567(67,124,778 shares outstanding less 4,314,211 treasury shares which holdno voting rights). This number includes one share of Series A PreferredStock and one share of Series B Preferred Stock and the remaining areshares of the Company's Common Stock._#160; Holders of Series A PreferredStock, Series B Preferred Stock or Common Stock are entitled to one votefor each share held by such holder. The Series A Preferred Stock, SeriesB Preferred Stock and Common Stock vote together as a single class onall matters submitted to a vote of stockholders except as expresslyrequired by law or provided in the Certificate of Incorporation._#160;
Stockholderswho are beneficiary owners of Common Stock through securities accountsmaintained by participants of the National Depository for Securities (KrajowyDepozyt Papierów Wartościowych), may request instructionson the manner of voting at the AGM through the brokerage or other entitymaintaining the investment account in which shares of the Issuer areheld to their benefit._#160;
TheIssuer notes that the form and proceedings of stockholder meetings ofDelaware registered corporations differ significantly from those ofcompanies registered in Poland.
Legalbasis: Article 56 Section 1 Item 2 of the Act dated 19 July 2005 onPublic Offering, Conditions Governing the Introduction of FinancialInstruments to Organised Trading and Public Companies - current andperiodic information.
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