Current Report No. 12/2024
Announcement of a Share Buyback
14 March 2024
Huuuge, Inc. (the "Issuer" or the "Company") hereby reports that on 14March 2024, 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"SBB"), establishing detailed conditions and procedures forparticipation in and execution of the SBB (the "Resolution")._#160;
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 "Invitation"). The Invitation, along with associatedappendices, is attached to this Report._#160;
The Invitation is published subject to the following conditions, as wellas additional conditions detailed more fully in the Invitation:_#160;
1. The subject of the Invitation consists of no more than 7,139,797 (inwords: seven million one hundred thirty-nine thousand seven hundredninety-seven) common shares with a par value of USD 0.00002 per share,issued by the Company, which are registered with the National Depositoryfor Securities S.A. (the "NDS"), under ISIN code: US44853H1086,representing jointly no more than 10.64% of the share capital of theCompany and entitling their holders to exercise jointly no more than11.32% of the total number of votes at the general meeting of theCompany as at the date of the Invitation (the "Buyback Shares")._#160;
2. 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._#160;
3. The offered gross buyback price per one Buyback Share will be USD9.8042 (corresponding to 38.50 PLN, in accordance with the USD/PLNexchange rate as published by the National Bank of Poland (NBP) on theday preceding the date of the Resolution)._#160;
4. The maximum total amount allocated by the Company for the purposes ofthe SBB is USD 70,000,000 (in words: seventy million United Statesdollars)._#160;
5. The Company will convert the amounts due to the Company'sshareholders from USD into PLN on the day preceding the settlement ofthe SBB in accordance with the interbank exchange rate applicable on theday preceding the settlement date, so the Company's shareholders thatsubmitted sale offers in response to the Invitation will receive theamounts due to them in PLN. The Company's shareholders electing toreceive the amount due to them in USD should meet the requirements setout in the Invitation._#160;
6. The amounts that the Company's shareholders will receive followingthe settlement of the SBB will be reduced by applicable withholdingtaxes, including taxes imposed under the U.S. Internal Revenue Code of1986, as amended._#160;
7. Shareholders may submit sale offers in response to the Invitationfrom 19 March to 18 April 2024, in the manner specified in theInvitation._#160;
8. The indicative date of the acquisition and transfer of ownership ofBuyback Shares to the Company (settlement date) is 23 April 2024._#160;9.As of the date of the Invitation, the Company owns 4,069,428 treasuryshares._#160;
10. The intermediary in the execution and settlement of the SBB isIPOPEMA Securities S.A._#160;
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)._#160;
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.This Invitation does not constitute an offer within the meaning ofArticle 66 of the Act of 23 April 1964 - Civil Code. However, theInvitation has been structured to comply with Regulation 14E under theU.S. Exchange Act of 1934._#160;
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._#160;
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._#160;
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._#160;
Legal basis: Article 17 (1) of the MAR.