Pre-Annual General Meeting Information • Sep 24, 2023
Pre-Annual General Meeting Information
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NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Huuuge, Inc., a Delaware corporation (the "Company"), will be held on October 27, 2023 at 17:00, CET / 08:00 PDT, via remote communication at the website https://meetnow.global/MJNQ5CA, for the purpose of considering and acting upon the following proposals:
To re-elect Mr. Krzysztof Kaczmarczyk as Independent Director of the Company until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal;
To re-elect Mr. Tom Jacobsson as Independent Director of the Company until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal;
To Amend Fourth Amended and Restated Certificate of Incorporation of Huuuge, Inc.; and
To approve of the unified wording of Huuuge, Inc.'s Certificate of Incorporation in the form of the Fifth Amended and Restated Certificate of Incorporation of Huuuge, Inc.
Members of the Board of Directors and representatives of the executive management of the Company will participate in the Annual Meeting and make a presentation of the financial results of the Company and other relevant information, including non-financial information, contained in the 2022 Annual Report, key events of the last financial year, a comparison of presented data with previous years, and the degree of implementation of the Company's plans for the last year.
In accordance with Delaware law and the Company's statutory documents, only stockholders of record at the close of business on September 22, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Stockholders registered through securities accounts maintained by participants of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych), who are beneficiary owners of Common Stock, may only vote by proxy, by submitting their votes to the registered by whom their shares are held, and will not be able to vote in-person at the meeting itself.
Stockholders registered through securities accounts maintained by participants of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych), who are beneficiary owners of Common Stock, may participate in the AGM as guests with no advance registration required, however they will not be permitted to ask questions during the meeting. Such stockholders who wish to participate in the AGM as stockholders and pose questions during the meeting, must provide evidence of their holdings as of the record date, in the manner explained below.
A complete alphabetical list of stockholders entitled to vote at this Annual Meeting (including addresses and number of shares registered in the name of each such stockholder) will be kept on file at the Company's principal place of business at the address specified above and will be available for examination by the Company's stockholders during ordinary business hours commencing ten (10) days prior to this Annual Meeting. This stockholder list will also be available at the Annual Meeting and may be inspected at all times during the meeting by any stockholders of the Company present at the meeting.
All stockholders are cordially invited to attend the Annual Meeting virtually. Instructions to access the Annual Meeting will be sent to registered stockholders and brokers holding shares of the Company and will also be published on the Company's website at ir.huuugegames.com. If you are unable to attend, to ensure the representation of your interests at the Annual Meeting, you are urged to sign and return the Proxy form to be provided to registered stockholders and brokers holding shares of the Company as promptly as possible. If you attend the Annual Meeting as a registered stockholder, in accordance with the instructions provided, you may vote during the meeting even if you previously provided a Proxy.
By Order of the Board of Directors,
Monika Kierepa, Company Secretary
The attached Proxy is solicited on behalf of the Board of Directors of Huuuge, Inc. (the "Company"), for use at the Annual Meeting of Stockholders to be held on October 27, 2023 at 17:00, CET / 08:00 PDT, or at any postponement or adjournment thereof, for the purposes set forth herein and in the Notice of Annual Meeting of Stockholders. The Annual Meeting will be held via remote communication. Instructions to access the virtual meeting are attached.
In accordance with Delaware law and the Company's statutory documents, only stockholders of record at the close of business on September 22, 2023 ("Record Date") are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The total number of shares eligible to participate and vote in the AGM, as on the Record Date, is 62,810,567. This number includes one share of Series A Preferred Stock and one share of Series B Preferred Stock and the remaining are shares of the Company's Common Stock (the number does not include 4,314,211 treasury shares which carry no voting rights and are held by the Company as of the Record Date).
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use either (i) by delivering to the Company Secretary a written notice of revocation or a duly executed proxy bearing a later date, or (ii) (if legally permissible) by attending the virtual meeting and voting during the meeting.
Votes cast by proxy or during the meeting will be tabulated by the Inspector of Elections. Only stockholders of record are entitled to vote during the meeting. Beneficial owners (i.e. stockholders who are beneficiary owners of Common Stock through securities accounts maintained by participants of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych)) may not directly cast votes during the meeting and may only submit their votes by proxy via the registered stockholder holding Common Stock on their behalf.
The Inspector of Elections will also determine whether or not a quorum is present. In accordance with the Company's Bylaws, in order to constitute a quorum there shall be present, either in person or by proxy, holders of at least one-third in voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote. However, for the purposes of the vote on the election of the directors standing for election at the annual meeting, in order to constitute a quorum, there shall be present, either in person or by proxy, holders of a majority in voting power of the Common Shares of capital stock of the Corporation entitled to vote. The holders of a majority of the votes cast shall decide all other questions brought before the meeting. The Inspector of Elections will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as not voting for purposes of determining the approval of any matter submitted to the stockholders for a vote.
The shares represented by the proxies received, properly marked, dated, signed and not revoked will be voted at the Annual Meeting. Where such proxies specify a choice with respect to any matter to be acted on, the shares will be voted in accordance with the specifications made. Any proxy in the enclosed form which is returned but is not marked will be voted FOR on all Proposals, and as the proxy holder(s) deem(s) advisable on other matters that may come before the meeting, as the case may be with respect to the item not marked.
Depository Trust Company, New York ("DTC") acts as the depository for the Common Stock which are registered in the Polish National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW")). Common Stock deposited with DTC are entered into the transfer agent's and the registry entity's records in the name of DTC's nominee, Cede & Co. The Company's register of stocks does not include beneficial owners holding Common Stock through DTC or its direct or indirect participants. The Company treats Cede & Co as the owner of the Company's Common Stock deposited with DTC, and only Cede & Co is entitled to rights arising from holding such stocks.
The Company has been advised that beneficial owners are able to exercise rights arising from the ownership of Common Stocks only based on applicable procedures and agreements binding between DTC and its direct and indirect participants, including KDPW, subject to all legal requirements binding at the particular time. Neither DTC nor the DTC nominee is authorized to consent or vote with respect to the stocks, unless it is authorized thereto by a direct participant in accordance with the procedure applicable at DTC. In accordance with the existing practice of DTC, a direct participant is involved in the process of granting consent or voting by DTC granting it an omnibus proxy. Direct and indirect participants (e.g. brokers holding shares on behalf of beneficial owners of common stock) will, on their side, request instructions from beneficial owners, in accordance with accepted practice, binding at the particular time. In accordance with the voting procedure and based on voting instruction received from each of the beneficial owners, votes of each beneficial owner are cast with respect to any matter submitted to voting by stockholders and transferred via KDPW.
The Company has been notified that voting arrangements will be made through KDPW, in accordance with relevant regulations of DTC and participants of the DTC system providing the connection between KDPW and DTC. All services for the benefit of beneficial owners of Common
Stock registered with KDPW in connection with voting will be made through KDPW, in accordance with relevant regulations and arrangements applicable between KDPW and DTC.
Upon a proposal from the Board of Directors of the Company, to re-elect Mr. Krzysztof Kaczmarczyk, whose personal data are recorded in the Commercial Registry, as an Independent Non-executive Director of the Company, for a period commencing on until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.
Upon a proposal from the Board of Directors of the Company, to re-elect Mr. Tom Jacobsson, whose personal data are recorded in the Commercial Registry, as an Independent Non-executive Director of the Company, for a period commencing on October 27, 2023 until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.
Upon a proposal from the Board of Directors of the Company, to amend the Fourth Amended and Restated Certificate of Incorporation of Huuuge, Inc. in accordance with Exhibit 1 hereto.
Approval of the unified wording of Huuuge, Inc.'s Certificate of Incorporation in the form of the Fifth Amended and Restated Certificate of Incorporation of Huuuge, Inc.
Upon a proposal from the Board of Directors of the Company, to approve unified wording of Huuuge, Inc.'s Certificate of Incorporation in the form of the Fifth Amended and Restated Certificate of Incorporation of Huuuge, Inc. in the form attached hereto as Exhibit 2.
The undersigned, [ ], does hereby certify as follows:
The undersigned is the duly elected and acting [ ] of Huuuge, Inc., a Delaware corporation (the "Corporation").
The Fourth Amended and Restated Certificate of Incorporation of the Corporation (the "Charter") was originally filed with the Secretary of State of Delaware on February 5, 2021.
Pursuant to Section 242 and any other applicable provisions of the Delaware General Corporation Law ("DGCL"), this Certificate of Amendment to the Charter (the "Certificate of Amendment") amends and restates Article VII of the Charter in its entirety to read as follows:
The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospective director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the General Corporation Law, as the same exists or as may hereafter be amended.
To the fullest extent permitted by the General Corporation Law, as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of the directors or officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended from time to time.
Any amendment, repeal or modification of this Article VII, or the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or adoption of such inconsistent provision or increase the liability of any director, officer or other agent of the Corporation with respect to acts or omissions occurring prior to such amendment, repeal, modification or adoption of such inconsistent provision.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 97,752,436 shares, which shall be divided into two classes, consisting of (i) 92,752,434 shares of common stock, \$0.00002 par value per share ("Common Stock") and (ii) 2 shares of preferred stock, \$0.00002 par value per share, which shall be divided into two series, consisting of 1 share of Series A preferred stock, \$0.00002 par value per share (the "Series A Preferred Stock") and 1 share of Series B preferred stock, \$0.00002 par value per share (the "Series B Preferred Stock") (together, the Series A Preferred Stock and the Series B Preferred Stock will be referred to herein as the "Preferred Stock"). The Corporation may from time to time issue Common Stock out of the authorized capital of the Corporation for such consideration as may be determined in accordance with applicable law. Following the effectiveness of the filing of this Fourth Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the "Restated Certificate of Incorporation"), the Corporation shall not (i) issue any shares of its capital stock other than the Common Stock or (ii) grant any additional rights attached to the Preferred Stock other than the rights referred to in Section 4.3 and Section 5.2 below.
The foregoing Certificate of Amendment has been duly adopted by the Corporation's Board of Directors and stockholders in accordance with the provisions of Section 242 and any other applicable provisions of the DGCL.
All other provisions of the Charter shall remain in full force and effect.
This Certificate of Amendment herein certified shall become effective immediately upon filing with the Office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation as of September [ ], 2023.
By _________________________________
[NAME] [TITLE]
(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)
The name of this corporation is Huuuge, Inc. (the "Corporation").
The address of the Corporation's registered office in the State of Delaware is 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, 19904. The name of the Corporation's registered agent at such address is Cogency Global Inc.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "General Corporation Law").
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 97,752,436 shares, which shall be divided into two classes, consisting of (i) 92,752,434 shares of common stock, \$0.00002 par value per share ("Common Stock") and (ii) 2 shares of preferred stock, \$0.00002 par value per share, which shall be divided into two series, consisting of 1 share of Series A preferred stock, \$0.00002 par value per share (the "Series A Preferred Stock") and 1 share of Series B preferred stock, \$0.00002 par value per share (the "Series B Preferred Stock") (together, the Series A Preferred Stock and the Series B Preferred Stock will be referred to herein as the "Preferred Stock"). The Corporation may from time to time issue Common Stock out of the authorized capital of the Corporation for such consideration as may be determined in accordance with applicable law. Following the effectiveness of the filing of this Fourth Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the "Restated Certificate of Incorporation"), the Corporation shall not (i) issue any shares of its capital stock other than the Common Stock or (ii) grant any additional rights attached to the Preferred Stock other than the rights referred to in Section 4.3 and Section 5.2 below.
4.2 Dividends.
Shares of Common Stock and Preferred Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board of Directors out of any assets of the Corporation legally available therefor.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets to the holders of Common Stock, out of the assets of the Corporation available for distribution to stockholders, an amount equal to \$0.01 per share (the "Liquidation Preference"). Following payment in full of the Liquidation Preference, the assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock and holders of shares of Preferred Stock, pro rata based on the number of shares held by each such holder.
(a) Each holder of Common Stock (each, a "Pre-Emptive Stockholder") shall have the right (a "Pre-Emptive Right") to purchase its Pro Rata Portion (as defined below) of any new Equity Securities (other than Excluded Securities (as defined below)) (the "New Securities") that the Corporation may from time to time propose to issue or sell to any party, unless the Corporation's stockholders opt out of the Pre-Emptive Right under Section 4.5(b) or grant the Board of Directors the authority to exclude the Pre-Emptive Right under Section 4.5(c). For purposes of this Section 4.5, the following definitions shall apply:
"Equity Securities" shall mean any and all shares of Common Stock and any securities of the Corporation convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.
"Excluded Securities" shall mean any Equity Securities for which there is not Pre-Emptive Right and shall consist of such Equity Securities:
a) issued in connection with an initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or pursuant to a prospectus approved by the competent authority under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on the regulated market, and repealing Directive 2003/71/EC, or substantially similar applicable non-U.S. securities law;
"Pro Rata Portion" shall mean, with respect to any Pre-Emptive Stockholder, on any issuance date for the New Securities, the number of New Securities equal to the product of (i) the total number of New Securities to be issued by the Corporation on such date and (ii) the fraction determined by dividing (x) the number of shares of Common Stock owned by such Pre-Emptive Stockholder immediately prior to such issuance by (y) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance.
(a) Series A Preferred Stock Conversion. Immediately upon the holders of Series A Preferred Stock (i) ceasing to own, together with their affiliates, at least 50% of the aggregate number of shares of Series A Preferred Stock and Common Stock owned by such holders upon the opening of the first day of listing of the Common Stock on the regulated market operated by the Warsaw Stock Exchange, or
(ii) transferring all shares of Series A Preferred Stock to any entity other than their affiliates, whichever occurs first (each a "Series A Mandatory Conversion Event"), then (A) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the conversion rate of 1:1 (subject to adjustment for any stock split, stock dividend, reclassification, recapitalization or like event), and (B) shares of Series A Preferred Stock so converted shall be automatically retired and shall not be reissued by the Corporation.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless otherwise set forth herein, the total number of directors which constitute the Board of Directors of the Corporation shall be determined from time to time by a resolution adopted by the Board of Directors.
The holders of record of Series A Preferred Stock, exclusively and as a separate class and so long as a Series A Mandatory Conversion Event has not occurred, shall be entitled, by providing the Board of Directors, at or prior to each annual meeting where directors of the Corporation are to be elected, with a written consent signed by the stockholders holding a majority of outstanding shares of Series A Preferred Stock entitled to vote at such meeting, to elect one (1) director of the Corporation (the "Series A Director"). So long as a Series A Mandatory Conversion Event has not occurred, any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, acting as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. In addition, in accordance with applicable law, any director so elected may be removed with cause by a majority in voting power of all outstanding shares of capital stock entitled to vote thereon. If the holders of record of Series A Preferred Stock fail to elect one Series A Director, then the Series A Director position shall remain vacant until holders of record of Series A Preferred Stock elect a person to fill such position. Any vacancy occurring in the Series A Director (whether by death, removal, resignation or other cause) may be filled exclusively by the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, acting as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. The Series A Director may not be appointed by stockholders of the Corporation other than by holders of Series A Preferred Stock, acting as a separate class.
The holders of record of Series B Preferred Stock, exclusively and as a separate class and so long as a Series B Mandatory Conversion Event has not occurred, shall be entitled, by providing the Board of Directors, at or prior to each annual meeting where directors of the Corporation are to be elected, with a written consent signed by the stockholders holding a majority of outstanding shares of Series B Preferred Stock entitled to vote at such meeting, to elect two (2) directors of the Corporation (the "Series B Directors"); provided that one such Series B Director, to be qualified, shall be Anton Gauffin. So long as a Series B Mandatory Conversion Event has not occurred, any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock entitled to vote thereon, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. In addition, in accordance with applicable law, any director so elected may be removed with cause by a majority in voting power of all outstanding shares of capital stock entitled to vote thereon. If the holders of record of Series B Preferred Stock fail to elect one or both Series B Directors or if a second Series B Director is elected who is not Anton Gauffin, then the relevant Series B Director position or positions shall remain vacant until holders of record of Series B Preferred Stock elect a person to fill such position. Any vacancy occurring in respect of the Series B Director who is not Anton Gauffin (whether by death, removal, resignation or other cause) may be filled exclusively by the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, acting as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. The Series B Director may not be appointed by stockholders of the Corporation other than by holders of Series B Preferred Stock, acting as a separate class.
The holders of shares of Common Stock exclusively shall be entitled to elect the directors of the Corporation not elected in accordance with the preceding two paragraphs, including any failure to elect such directors because of the occurrence of a Series A Mandatory Conversion Event or a Series B Mandatory Conversion Event. At any meeting held for the purpose of electing a director other than a Series A Director or Series B Director, the presence in person or by proxy of the holders of a majority of the outstanding shares of Common Stock shall constitute a quorum for the purpose of electing each such director. Any director (other than a Series A Director or Series B Director) may be removed at any time without cause by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, voting as a single class. In addition, in accordance with applicable law, any director (other than a Series A Director or Series B Director) may be removed with cause by a majority in voting power of all outstanding shares of capital stock entitled to vote thereon. Elections of directors need not be by written ballot unless the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the "Bylaws") so require.
Except as otherwise expressly provided herein, any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled solely by the decision of a majority of the directors then in office, although (i.e., even if) there is less than a quorum, or by the sole remaining director.
Each director shall have one vote on all matters presented to the Board of Directors for its consideration. If the Board of Directors considers any action that results in an equal number of the directors at the meeting voting for and against the action and such action would be effective if taken by the affirmative vote of a majority of the directors present at such meeting, then in such case the Chairman of the Board shall be entitled to cast the tie-breaking vote with respect to such action. With respect to any committees established by the Board of Directors, subject to the following sentence and unless otherwise required by law or this Restated Certificate of Incorporation, each director serving on such committee shall have one vote on all matters presented to such committee for its consideration. If such committee considers any action that results in an equal number of the directors on the committee meeting voting for and against the action and such action would be effective if taken by the affirmative vote of a majority of the members of such committee present at such meeting, then in such case the chairman of such committee shall be entitled to cast the tie-breaking vote with respect to such action.
The Series A Director, if any, shall be a member of either or both of the Audit Committee and the Remuneration and Nomination Committee (when appointed in accordance with the Bylaws), provided that he or she delivers to the Board of Directors a written notice of such intent. In such event, the remaining members of the Audit Committee and the Remuneration and Nomination Committee shall be elected in accordance with the Bylaws and in a manner allowing the Corporation to comply with the requirements concerning the independence of committee members.
For so long as the holders of the shares of Series A Preferred Stock are entitled to designate a Series A Director, the Corporation shall allow one representative designated by the holders of a majority of the outstanding shares of Series A Preferred Stock to attend all meetings of the Board and committees thereof in a non-voting capacity, and in connection therewith the Corporation shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, that the Corporation provides to its Board; provided, however, that the costs and expenses of such representative attending any meetings shall not be paid for or reimbursed by the Corporation; provided, further, that the Corporation reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Corporation believes upon the advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential information or for other similar reasons. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding.
Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the incurrence by the Corporation of indebtedness in excess of two times (2x) its Consolidated EBITDA for the last four fiscal quarters for which financial statements are available (at the time that the incurrence of such debt is proposed) requires the approval of a majority of the directors then in office, including the Series A Director. For the purpose of this paragraph, "Consolidated EBITDA" means the net result of the capital group of the Corporation for the year adjusted for income tax, finance costs, finance income, and depreciation and amortization.
The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Restated Certificate of Incorporation, the following provisions in this Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of stock of the Corporation present in person or by proxy at the meeting at which such an amendment, alteration, repeal or rescission is being considered and entitled to vote thereon, voting together as a single class: Article V, this Article VI, Article VII, Article VIII, Article IX, Article X and Article XI. For the purpose of this Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws without the assent or vote of the stockholders. Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote of the stockholders, but subject to any greater or additional vote required by this Restated Certificate of Incorporation, the Bylaws or applicable law, the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of the Corporation present at the meeting at which such an amendment, alteration, repeal or rescission is being considered, voting together as a single class shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.
As long as at least one share of Series A Preferred Stock or one share of Series B Preferred Stock is issued and outstanding, the Corporation shall not amend, alter, or repeal any provisions of the Certificate of Incorporation or Bylaws concerning rights of the holders of the shares of the Series A Preferred Stock or holders of the shares of the Series B Preferred Stock, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of each of the Series A Preferred Stock and the Series B Preferred Stock, respectively.
The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospective director, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of the General Corporation Law, as the same exists or as may hereafter be amended.
To the fullest extent permitted by the General Corporation Law, as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the General
Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of the directors or officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended from time to time.
Any amendment, repeal or modification of this Article VII, or the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or adoption of such inconsistent provision or increase the liability of any director, officer or other agent of the Corporation with respect to acts or omissions occurring prior to such amendment, repeal, modification or adoption of such inconsistent provision.
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders, other than as expressly set forth in Section 5.2, Article VI and Section 8.2 hereof. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof. Except as otherwise required by law, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors (by resolution approved by a vote of the majority of the Directors eligible to vote) or the Chairman of the Board of Directors. In addition, if permitted by the Bylaws, stockholders may call or request the calling of a special meeting of stockholders in the manner described in the Bylaws and using the procedures and subject to the limitations set forth therein. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, any amendment, alteration, or repeal of:
or the adoption of any provision of the Bylaws inconsistent therewith, shall be approved by an affirmative
vote of the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote.
The Corporation shall be governed by Section 203 of the General Corporation Law.
In recognition and anticipation that members of the Board of Directors who are not employees of the Corporation or a majority-owned subsidiary thereof ("Non-Employee Directors") and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article X are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
No Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) nor any of his or her Affiliates (collectively, "Identified Persons" and, individually, an "Identified Person") shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 10.3. Subject to said Section 10.3, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.
The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section 10.2 shall not apply to any such corporate opportunity.
In addition to and notwithstanding the foregoing provisions of this Article X, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation's business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.
For purposes of this Article X, (i) "Affiliate" shall mean (a) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (b) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) "Person" shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.
To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.
If any provision or provisions of this Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate of Incorporation (including, without limitation, each portion of any sentence of this Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law or this Restated Certificate of Incorporation or the Bylaws, (4) any action to interpret, apply, enforce or determine the validity of the this Restated Certificate of Incorporation or the Bylaws or (5) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

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| 2023 Annual Meeting Proxy Card | 1234 5678 9012 345 | ||||||||||||
| q | IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q | ||||||||||||
| A | Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. | ||||||||||||
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| (for 1 YEAR) | 01 - Mr. Krzysztof Kaczmarczyk | For | Against | Abstain | 02 - Mr. Tom Jacobsson (for 1 YEAR) |
For | Against | Abstain | + | ||||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

The 2023 Annual Meeting of Shareholders of HUUUGE INC. will be held on Friday, October 27, 2023, 5:00 p.m. CET., virtually via the Internet at www.meetnow.global/MJNQ5CA
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
Additional information pertaining to the Meeting has been published by the Company in the form of a Current Report issued to the Warsaw Stock Exchange and made available on the Company's website at ir.huuugegames.com
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/huuu
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Ms. Monika Kierepa, Secretary, or any of them, with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of HUUUGE INC. to be held on October 27, 2023 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors for 1 YEAR and FOR Proposals 2 and 3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
Change of Address — Please print new address below. Comments — Please print your comments below.
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The Annual Meeting of Stockholders of Huuuge, Inc. (the "Company") will be conducted virtually via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically (if you are a registered stockholder) and submit your questions prior to and during the meeting by visiting the website https://meetnow.global/MJNQ5CA at the meeting date and time described in the accompanying notice. There is no physical location for the Annual Meeting.
If you plan to attend the virtual meeting, please follow the registration instructions as outlined in the meeting proxy statement, attached to the meeting notice and provided to registered stockholders and brokers holding shares of the Company, and further detailed below.
Our virtual meeting platform allows stockholders of record or registered beneficial owners to submit questions. After completing the scheduled business of the meeting, representatives of the Company will address stockholders' questions. To the extent time does not allow us to answer all of the appropriately submitted questions, we will answer them after the meeting in writing, subject to applicable law, on our investor relations website ir.huuugegames.com. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date (September 22, 2023), and, if applicable, you hold a valid proxy for the Annual Meeting.
No physical meeting will be held.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MJNQ5CA. You also will be able to vote your shares online by attending the Annual Meeting by webcast.
To participate in the Annual Meeting, you will need to review the information included on your proxy card.
The online meeting will begin promptly at 17:00 CET / 08:00 PDT. We encourage you to access the meeting prior to the start time leaving ample time to check in to the meeting and check your internet connection. Please follow the registration instructions as outlined in this proxy statement.
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.
If you do not register in accordance with the instructions herein, you can still attend the meeting as a guest (using the link above), however you will not be able to ask questions during the meeting.
To register to attend the Annual Meeting online by webcast (other than as a guest) you must submit proof of your Huuuge, Inc. holdings as of the Record Date, i.e. September 22, 2023 (provided to you by the registered stockholder holding shares on your behalf, i.e. your broker) along with your name and email address to Computershare. You may receive such a confirmation from the broker or other registered stockholder holding stock to your benefit. Requests for registration must be labeled as "Legal Proxy" and be received no later than 23:00 CET / 14:00 PDT, on October 24, 2023.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed as follows:
By email
Forward the email from your broker, or attach an image of your legal proxy, to [email protected].
Or by mail
Computershare
Huuuge, Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-300, USA
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.
Beneficial owners of Common Stock (i.e. stockholders registered through securities accounts maintained by participants of the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych), who are beneficiary owners may not directly cast votes during the meeting (even if they register to participate) and may only submit their votes by proxy (please see proxy card attached above), in advance of the meeting, via the registered stockholder holding Common Stock on their behalf, and in accordance with the instructions provided above in this notification.
Beneficial owners may submit their votes on the resolutions to be considered at the Annual Meeting to their registered stockholder (i.e. their broker), using the proxy card provided by the registered stockholder, and these will then be transferred by the registered stockholder to the Inspector of Elections in advance of the annual meeting in the manner more fully described above.
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