Huuuge, Inc.

Report on the Activities of Huuuge,

Inc. and the Huuuge Capital Group

for the Year 2024

Warsaw, April 16

, 2025

Disclaimer

This constitutes the Board of Directors Report on the operations of Huuuge Group for the twelve-month period ended December

31, 2024 (the “Report”) prepared in accordance with the Regulation of the Minister of Finance of March 29, 2018 on current and

periodic information published by issuers of securities and the conditions for recognizing information as equivalent required by

the law of a non-member state (the “Regulation”). Report on operations of Huuuge, Inc. for the twelve-month period ended

December 31, 2024 is included within this document in accordance to §71 sec. 8 of the Regulation.

This Report should be read along with the consolidated ﬁnancial statement of Huuuge Group and separate ﬁnancial statement of

Huuuge, Inc. as at and for the year ended December 31, 2024 prepared in accordance with International Financial Reporting

Standards as adopted by the European Union (“IFRS”).

Since the separate data for Huuuge, Inc. and the consolidated data for the Huuuge Group are similar (trends are maintained for

individual balance sheet and result items), the Board of Directors and Management perform and present a joint analysis for the

separate and consolidated data.

Unless implied otherwise in this Annual Report, the terms “we” or the “Group”, refer to the Company together with all of its

subsidiaries and the term the “Company” or “Issuer”, refers to Huuuge, Inc.

Unless indicated otherwise, references to statements as to beliefs, expectations, estimates and opinions of the Company or its

management refer to the beliefs, expectations, estimates and opinions of the Company’s Board of Directors.

Certain arithmetical data contained in this Annual Report, including ﬁnancial and operating information, have been rounded.

Therefore, in certain instances, the sum of the numbers in a column or a row in tables contained in this Annual Report may not

conform exactly to the total ﬁgure given for that column or row.

Industry and Market Data

This Annual Report may include market share and industry data that we obtained from various third-party sources, including

publicly available information concerning global social gaming industries. The information in this Report that has been sourced

from third parties has been accurately reproduced with reference to these sources in the relevant paragraphs and, as far as we

are aware and able to ascertain from the information published by that third party, no facts have been omitted that would render

the reproduced information provided inaccurate or misleading. Where third-party information has been sourced in this Report, the

source of such information has been identiﬁed. To the extent these industry publications, surveys and forecasts are accurate and

complete, we believe we have correctly extracted and reproduced the information from such sources. Additionally, industry

publications, surveys and forecasts generally state that the information contained therein has been obtained from sources

believed to be reliable but that the accuracy and completeness of such information is not guaranteed and in some instances state

that they do not assume liability for such information. We cannot therefore assure you of the accuracy and completeness of such

information, and we have not independently veriﬁed such information.

Further, in many cases, statements in this Report regarding our industry and our position in the industry are based on our

experience and our own investigation of market conditions. Comparisons between our reported ﬁnancial or operational

information and that of other companies operating in our industry using this information may not fully reﬂect the actual market

share or position in the market, as such information may not be deﬁned consistently or reported for all companies from our

industry in line with how we deﬁne or report such information in this Report.

While we are not aware of any mis-statements regarding the industry data presented herein, our estimates involve certain

assumptions, risks and uncertainties and are subject to change based on various factors.

Key Performance Indicators

Certain KPIs included in this Report, including DAU, MAU, DPU, MPU, ARPDAU, ARPPU and monthly conversion, are derived from

management estimates, are not part of our ﬁnancial statements or ﬁnancial accounting records and have not been audited or

otherwise reviewed by independent auditors, consultants or experts.

Our use or computations of these KPIs may not be comparable to the use or computations of similarly titled measures reported

by other companies in our industry, by research agencies or by market reports. For that reason, comparisons using this

information may not be reliable. Other companies, research agencies or market reporters may include other items or factors in

their calculation of similar metrics and may use certain estimates and assumptions that we do not use when calculating these

metrics. These factors may cause the calculations by others of similar metrics to differ substantially from our calculations if their

methodologies were used to calculate our KPIs. The KPIs are not accounting measures, but management believes that each of

these measures provides useful information concerning the usage and monetization patterns of our games, and the costs

associated with attracting and retaining our players. None of the KPIs should be considered in isolation or as an alternative

measure of performance under IFRS, and their inclusion in this Report does not mean that the Issuer will continue to report these

KPIs in the future.

Forward-looking statements

The Report includes forward-looking statements, which include all statements other than statements of historical facts, including,

without limitation, any statements preceded by, followed by or that include the words “targets,” “believes,” “expects,” “aims,”

“intends,” “will,” “may,” “anticipates,” “would,” “could” or similar expressions or the negative thereof. Such forward-looking

statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our

actual results of operations, ﬁnancial condition or prospects to materially differ from any of those expressed or implied by such

forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and

future business strategies and the environment in which we currently operate and will operate in the future. These forward-looking

statements speak only as at the date of the Report. We have no obligation and have made no undertaking to disseminate any

updates of or revisions to any forward-looking statements contained in this Report unless we are required to do so under the

applicable laws.

Investors should be aware that several important factors and risks may cause our actual results of operations to differ materially

from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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CEO Letter

Dear Shareholders, Team Huuuge,

I am pleased to present Huuuge's Annual Financial Report for 2024.

Our adjusted EBITDA reached USD 87.1 million, while our net operating cash ﬂow amounted to USD 65 million.

Furthermore, we have executed a substantial Share Buyback Program valued at $70 million. Within the last 2 years Huuuge

deployed over $220M in Buy Backs, underscoring our commitment to delivering value back to our shareholders.

Our core franchises, Huuuge Casino and Billionaire Casino, generated USD 245.1 million in revenue, representing a 10% decline

from the previous year. This decline was primarily due to the signiﬁcant investments we made to improve product quality and

accelerate time-to-market. These investments required major internal changes, which led to delays and the postponement of

several key releases. As a result, most of the impactful updates were shifted toward the end of the year.

This was the right decision for the long-term health of the business. The Q4 releases, Huuuge Pass and the game economy

improvements were major successes. They stabilized revenue and positioned us strongly for the start of 2025.

On a full-year basis, our core games’ KPIs reﬂected a year-over-year decline: Daily Active Users (DAU) fell by 4.1%, primarily due to

a strategic reduction in marketing spend to ensure that user acquisition efforts aligned with Q4 releases. Key monetization

metrics showed mixed results: Average Revenue Per Daily Active User (ARPDAU) decreased by 6.4%, while Average Revenue Per

Paying User (ARPPU) increased by 0.4% year-over-year. In Q4, following successful releases, all these metrics improved: ARPDAU

rose by 10.9% QoQ and ARPPU increased by 1.2% QoQ.

Our Direct-to-Consumer segment has been a continued success, with revenues reaching a peak of USD 29.9 million — nearly

doubling the 2023 ﬁgures. The momentum has carried into early Q1 2025, and we continue to see strong growth in this stream.

We have high expectations for the year ahead as we further scale this channel.

Starting in early 2025, Huuuge undertook a major company-wide restructuring as the ﬁnal step in our long-term transformation

journey, aimed at reducing organizational complexity and fully focusing on our core strengths in the social casino business. The

most signiﬁcant actions included shutting down our internal Pods focused on casual games, reducing the number of locations,

and signiﬁcantly scaling down support units to align with this new strategic direction.

As part of this effort, we made the very diﬃcult decision to reduce our workforce by approximately 29%. This decision impacted

many of our colleagues and friends, and was by no means taken lightly. However, it was a necessary step to align the organization

with our strategic priorities and build a more focused, adaptable company for the future.

Collectively, these changes are expected to lower our cost base by approximately USD 12 million (annualized) and leave us with a

leaner, more agile team that is better equipped to execute against our vision.

Huuuge continues to be a cash-generating company, with stabilized revenue and a strong cash balance. We view cash as a

strategic asset and will prioritize growth opportunities over share buyback programs. While we continue to see M&A opportunities

in the market, our approach remains highly selective. We’re focused on meaningful, high-impact acquisitions, not driven by

deadlines, but by strategic value. The stability in revenue gives us the conﬁdence to take our time and make bold, well-considered

moves. Additionally, we are actively exploring new markets, including iGaming, a space where Huuuge has the potential to drive

innovation and disrupt the status quo with a social-ﬁrst mindset.

Our approach towards shareholders, players, and employees has remained unchanged. As always, we greatly value your feedback

and support. We continue to work towards serving more players globally and we hope you’ll enjoy playing together with Huuuge.

Best regards,

Wojciech

Wronowski, CEO

–

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Table of contents

CEO Letter

SELECTED CONSOLIDATED FINANCIAL DATA

SELECTED SEPARATE FINANCIAL DATA

2024 IN BRIEF

RESULTS 2020–2024

About Us

Gaming market

Strategy

Research and development

Key Strategic Initiatives

Signiﬁcant achievements or failures and unusual events signiﬁcantly affecting the ﬁnancial statements

Factors affecting our results

Key performance indicators

Results of operations (P&L)

Statement of ﬁnancial position of the Group

Cash ﬂows and liquidity

Credits and loans, sureties and guarantees

Group current and projected ﬁnancial situation

Separate results of operations

Selected separate statements of cash ﬂows

Intangible assets

Assessment of the possibility of realizing the investment plans

Information on key markets and dependence on customers and suppliers

Signiﬁcant events after the balance sheet date

Shares and shareholding structure

General Meetings

Rules for Amending the Issuer's Certiﬁcate of Incorporation

Board of Directors

Committees

Oﬃcers; Executive management

Diversity Policy

Auditor

Risk factors

Best practices

Internal control and risk management

Related parties

Rules for amending the issuer’s certiﬁcate of incorporation

Signiﬁcant agreements

Identiﬁcation of signiﬁcant court cases

GLOSSARY

BOARD OF DIRECTORS’ STATEMENTS

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected ﬁnancial data of the Group.

USD

EUR

PLN

in thousand USD

12m`2024

12m`2023

12m`2024

12m`2023

12m`2024

12m`2023

Revenue

250,823

283,444

231,836

262,118

998,499

1,190,118

Operating proﬁt (loss)

70,908

94,073

65,540

86,995

282,277

394,991

Pre-tax proﬁt (loss)

77,785

98,765

71,897

91,334

309,654

414,692

Net proﬁt (loss)

65,352

82,178

60,405

75,995

260,159

345,047

Net cash ﬂows from operating

activities

65,011

82,420

60,090

76,219

258,802

346,063

Net cash ﬂows from investing

activities

(633)

4,123

(585)

3,813

(2,520)

17,312

Net cash ﬂows from ﬁnancing

activities

(74,424)

(155,021)

(68,790)

(143,357)

(296,274)

(650,898)

Total net cash ﬂows

(10,046)

(68,478)

(9,286)

(63,326)

(39,992)

(287,524)

Cash and cash equivalents at the

end of the year

141,840

152,110

136,136

137,662

581,788

598,553

Number of shares at the end of

year

59,984,981

67,124,778

59,984,981

67,124,778

59,984,981

67,124,778

Weighted average number of

58,179,497

71,252,841

58,179,497

71,252,841

58,179,497

71,252,841

Earnings per share basic (EPS)

1.12

1.15

1.04

1.06

4.46

4.83

The following table sets out the exchange rates of our main currencies against the USD as at the end of 2023 and 2024 and the

annual average exchange rates for those years.

EUR

PLN

EUR

PLN

12m`2024

12m`2023

Annual average exchange rate

1.0819

0.2512

1.0814

0.2382

Exchange rate at the end of the

reported year

1.0419

0.2438

1.1050

0.2541

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

This version is a pdf of the executed xHTML Annual Report for the 12-month period ended December 31, 2024.

In case of any discrepancies xHTML version shall prevail.

SELECTED SEPARATE FINANCIAL DATA

The following table presents selected ﬁnancial data of the Company.

USD

EUR

PLN

in thousand USD

12m`2024

12m`2023

12m`2024

12m`2023

12m`2024

12m`2023

Revenue

934

1,577

863

1,458

3,718

6,621

Dividend income

100,822

159,729

93,190

147,711

401,361

670,666

Operating proﬁt (loss)

92,007

152,940

85,042

141,433

366,270

642,161

Pre-tax proﬁt (loss)

95,938

155,809

88,675

144,086

381,919

654,207

Net proﬁt (loss)

95,727

154,251

88,480

142,645

381,079

647,665

Net cash ﬂows from operating

activities

62,379

142,092

57,657

131,401

248,324

596,612

Net cash ﬂows from investing

activities

(1,260)

2,915

(1,165)

2,696

(5,016)

12,239

Net cash ﬂows from ﬁnancing

activities

(70,169)

(150,575)

(64,857)

(139,246)

(279,335)

(632,231)

Total net cash ﬂows

(9,050)

(5,568)

(8,365)

(5,149)

(36,027)

(23,379)

Cash and cash equivalents at the

end of period

71,441

80,532

68,568

72,883

293,031

316,893

Number of shares at the end of

period

59,984,981

67,124,778

59,984,981

67,124,778

59,984,981

67,124,778

Weighted average number of

58,179,497

71,252,841

58,179,497

71,252,841

58,179,497

71,252,841

The following table sets out the exchange rates of our main currencies against the USD as at the end of 2023 and 2024 and the

annual average exchange rates for those years.

EUR

PLN

EUR

PLN

12m`2024

12m`2023

Annual average exchange rate

1.0819

0.2512

1.0814

0.2382

Exchange rate at the end of the

reported year

1.0419

0.2438

1.1050

0.2541

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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2024 IN BRIEF

RESULTS 2020–2024

Huuuge, Inc.

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About Us

Company and its business proﬁle

Huuuge, Inc. (the “Company”, “Huuuge”) is registered in the United States of America. Huuuge’s registered oﬃce is in Dover,

Delaware, 850 New Burton Road, Suite 201, DE 19904. The Company was formed February 11, 2015.

Huuuge is a global game developer and publisher on a mission to build the world’s most social real-time, free-to-play mobile

games portfolio. We strive to become the global leader in real-time free-to-play casual gaming, we aim to redeﬁne the

experience to give maximum joy and fun to players all around the world. Huuuge’s games provide entertainment every month to

millions of players from 174 countries and are available in 32 languages. Huuuge shares have been listed on the Warsaw Stock

Exchange since February 2021.

Key products

Huuuge develops and publishes games that are easy to play, great for small breaks and longer sessions alike, and designed

around our social-ﬁrst, “play together” ethos. The social-ﬁrst nature of our games is based primarily upon the ability of our

players to chat, play and compete with one another in-game, and in real time. The concept of playing alongside others is central

to the Group’s approach to game design. We are one of the market leaders in implementing real-time multiplayer mechanics at

scale in social casino games.

Our core franchises are Huuuge Casino and Billionaire Casino. Together, they generate 98% of Huuuge’s total revenues. Our new

franchises generate 2% of total revenues and include different titles at various stages of their life cycle.

Huuuge Casino:

The game was launched in June 2015. It is Huuuge’s ﬂagship title responsible for

65% of total 2024 revenue and for USD ~1.4 billion in lifetime revenue. Huuuge Casino was a true

pioneer with its mobile-ﬁrst user experience and real-time PvP-style gameplay. We believe that it

was the ﬁrst social casino game to introduce features such as clubs to the realm of social casino

games. Huuuge Casino offers players over 100 casino slot machines, as well as card games and

roulette. The game enables players to join a club and compete in a Billionaire League, with

multiplayer slots where they can play with friends and compete against each other. Huuuge Casino

is ranked #18 (Apple App Store) and #9 (Google Play) among social casino apps in the United

States by revenue as of December 31, 2024.

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Billionaire Casino:

The game was launched in October 2016. Revenue has grown rapidly since its

release. It has achieved over USD 0.7 billion of lifetime revenue and constitutes 33% of our total

2024 revenues. Due to its aesthetic, which is different from that of Huuuge Casino, Billionaire

Casino is targeted at a different player base in terms of demographics. Similar to Huuuge Casino,

Billionaire Casino offers players a number of casino slot machines, card games and roulette.

Billionaire Casino allows players to create a club with their friends or join a club and meet new

people while playing slot machines. Also, the game allows players to participate in club events by

playing slots and other casino games. Billionaire Casino is ranked #39 (App Store) and #23 (Google

Play) among social casino apps in the United States by revenue as of December 31, 2024.

Group structure

As of December 31, 2024, the Huuuge Group (“Group”) comprised the Company (the parent entity), ﬁve direct subsidiary

companies wholly owned and controlled by the Company and four indirect subsidiaries wholly controlled by the Company

through Huuuge Global Ltd. with its registered seat in Cyprus. All companies are consolidated using the full method.

Coffee Break Games United Ltd and Huuuge Mobile Games Ltd, two Irish subsidiaries of the Group, completed the voluntary

liquidation processes and ceased to exist on January 24, 2024, and May 27, 2024, respectively.

Huuuge Labs GmbH and MDOK GmbH, two remaining German subsidiaries of the Group, concluded the voluntary liquidation

proceedings and ceased to exist on September 11, 2024 and September 16, 2024 respectively.

On December 4, 2024, Huuuge Block Ltd. ﬁled a strike-off application to deregister itself from the corporate register due to

ceasing of operations. Huuuge Block Ltd. does not have any assets or obligations and once the Cypriot register approves the

application, Huuuge Block Ltd. will formally cease to exist. The typical waiting time for approval for such an application is

between 12 and 15 months from ﬁling.

On March 24, 2025, Double Star Oy, the Finnish indirect subsidiary of the Issuer, entered into voluntary liquidation proceedings.

The process of liquidation of the subsidiary is ongoing as of the date of approval of this Report for publication.

On March 31, 2025, Playable Platform B.V., the Dutch subsidiary of the Issuer, opened voluntary dissolution proceedings. The

dissolution process of the subsidiary is ongoing as of the date of approval of this Report for publication.

The below shows the current structure of the Group with percentage shareholding in share capital of each entity.

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Changes in the basic principles of management

The Issuer did not make any changes to the basic principles of management of the Issuer’s enterprise and its Group.

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Oﬃces & Locations

Huuuge, Inc. is a global organization. At the end of 2024, our team consisted of 428 employees of 15 different nationalities,

working in seven oﬃces located worldwide.

The organizational culture of our Group is based on innovation and teamwork.

REST OF THE WORLD

~7 employees

TOTAL:

428

In January 2025, the Company conducted collective layoffs. The restructuring affected 29% of the Group's employees. As of the

report's publication date, i.e., April 16, 2025, the Huuuge Group employs approximately 353 employees. The total headcount is

expected to decline further to c. 300 in May, 2025, as some employees are still serving their notice period.

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Gaming market

According to Newzoo, the gaming industry continued its upward trend in 2024, reaching $187.7 billion in revenue, reﬂecting a

2.1% growth from 2023. This increase was driven by an expanding player base, exceeding 3.42 billion gamers worldwide.

Mobile gaming, which had experienced a post-pandemic slowdown, was recovering, reaching $92.6 billion in revenue (+3.0%

YoY).

The mobile gaming market is becoming

increasingly

concentrated,

with

large

publishers maintaining signiﬁcant market

share. Fewer new titles are breaking into

the top rankings, signaling a shift toward

established core franchises that continue

to drive revenue and engagement. Given

that the player’s time, attention and

wallets have limits, for new entrants to

compete.

Regulatory changes, like the EU’s Digital

Markets Act (DMA), are pushing Apple

and Google to open their ecosystems,

enabling

alternative

app

stores

and

payment

methods.

This

shift

allows

developers to lower platform fees and

take more control of distribution.

also changing mobile gaming,

making gameplay more personalized with adaptive diﬃculty and dynamic content. AI tools boost player engagement, retention,

and monetization, shaping the industry's future.

The social casino market declined -2.5% YoY in 2024 to $7.15 billion, with Web/DTC platform revenue growing by 16.6% YoY,

signaling a shift toward direct monetization. The market remains highly consolidated, with the top 15 companies controlling

88.1%. The industry faces a -2.9% CAGR decline through 2027, according to Eilers & Krejcik.

Sources: Newzoo, data.ai, Eilers & Krejcik

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$187.7bn

Size of the Global Games Market

48%

Mobile Share of Total Market

2.1%

2024 YoY Total Market Growth

3.0%

2024 YoY Mobile Market Increase

4.5%

Total Player Growth vs 2023

90.0bn

2024 Mobile Games Downloads

3.1%

‘24-’27 Total Market CAGR%

-2.9%

‘24-‘27 Social Casino Market CAGR%

Strategy

Our vision is to transform mobile gaming into a massively social experience. Our mission is to empower billions of people to

play together.

We plan to achieve our vision and mission by focusing on the following objectives:

Focusing on our large captive user base

within our Core Franchises

In response to macroeconomic conditions, changes in mobile marketing and slowing social casino market dynamics in recent

years, we strategically evolved our approach, shifting our focus toward monetizing and retaining our existing player base. This

shift included the implementation of a proﬁt-oriented strategy, where we deliberately reduced our user acquisition (UA) spend.

While this decision had an impact on the decline in daily active users (DAU), it also drove a signiﬁcant increase in average

revenue per daily active user (ARPDAU) and our overall proﬁtability and cash generation. In 2023 and 2024, we continued this

strategy, maintaining a disciplined and measured approach to marketing spend.

Our success is built on a strong track record and deep expertise in engaging and monetizing users effectively. We leverage core

strengths such as developing compelling new content, delivering an exceptional multiplayer social experience, and optimizing

game economy management and live operations.

A major contributor to our recent performance has been the implementation of new features to our core games in late

November 2024 (most notably Huuuge Pass), aimed at enhancing player engagement and improving player to payer conversion

rates. By continuously reﬁning our roadmap of features, we are reinforcing our ability to sustain long-term engagement and

monetization.

Ceasing our development activities in the casual games subgenre

As part of our strategic realignment, we have decided to cease our development activities in the casual games subgenre and

focus our efforts on the social casino market, as outlined previously. Given the evolving industry landscape and our core

strengths in player monetization, social engagement, and live operations, we see greater opportunities in expanding our

presence in the markets adjacent to the social casino space.

During recent organizational restructuring and group layoffs, we made the decision to discontinue Huuuge Pods dedicated to

casual games and to cease further internal investment in this subgenre. This shift allows us to concentrate our resources on

markets where we can maximize growth potential and leverage our expertise to deliver high-value gaming experiences.

Accessing best-in-class talent from around the world

Across our history, we have focused considerable time and resources on building a team with diverse experience and

backgrounds and a positive, stimulating business culture. Our oﬃce's presence enables us to hire talent from different

geographies, which allows us to create the inclusive and diversiﬁed environment that is required to successfully operate in our

industry. We beneﬁt from our presence in Central and Eastern Europe, a region with a deep talent pool. We have cultivated an

ecosystem within the industry that allows us to identify leading talent globally.

Research and development

Innovation is central to our ability to attract new players, retain existing ones, and enhance engagement. Our R&D efforts focus

on expanding our content library, developing advanced game systems, and leveraging technology to elevate the player

experience.

In 2024, our research and development expenditures totaled USD 22,209 thousand, compared to USD 23,363 thousand in 2023.

The decrease was primarily driven by workforce adjustments and technology optimizations, reﬂecting our focus on eﬃciency

and automation.

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Key Strategic Initiatives

Personalization and Player Experience

Delivering tailored experiences remains a priority. A key success was the Huuuge Pass, which demonstrated strong

engagement through personalized content and player-driven incentives. As personalization continues to be a major focus, we

are expanding our ability to adapt game features based on player behavior and preferences.

Expansion of Direct-to-Consumer (D2C) Channels

We further developed our web-based store, improving accessibility and engagement:

●

Expanded country availability and opened access to all players, not just VIPs.

●

Enhanced platform stability through automation, reducing manual interventions.

●

Introduced personalized, time-based, and progressive offers, driving greater adoption of direct payment options.

These advancements have broadened our reach while signiﬁcantly improving the purchasing experience.

Core Product Stability

Signiﬁcant enhancements to core product stability have resulted in measurable improvements across key game performance

metrics. Player surveys conducted by our Player Services team highlight increased satisfaction with reliability and smoothness,

reinforcing our commitment to seamless gameplay experiences.

Integration of Generative AI

We have deepened our use of generative AI in development processes, including:

●

The introduction of AI-enhanced development environments (IDEs), showing early eﬃciency gains.

●

Ongoing research initiatives aimed at scaling development capacity and accelerating iteration cycles.

Beyond game development, AI tools have been integrated into the workﬂows of supporting units, marketing, and art. These

applications are improving content creation, optimizing marketing strategies, and increasing operational eﬃciency. Given the

rapid evolution of AI, we continue to explore new opportunities to enhance automation, productivity, and innovation across the

organization.

AI-Powered Security Enhancements

We have completed foundational research on AI-driven security solutions, with implementation planned for the coming year.

These systems utilize large language models (LLMs) and AI-driven vulnerability detection, enabling:

●

Automated security recommendations for developers.

●

Faster resolution times for potential risks.

●

Reduced manual effort, strengthening both eﬃciency and security.

By embedding AI in our security framework, we proactively enhance protection measures while streamlining our development

workﬂow.

Commitment to Innovation

We remain dedicated to advancing our technological capabilities, optimizing development eﬃciency, and ensuring product

stability and security. Our continued investments in R&D will drive long-term growth and support our vision of delivering

high-quality, engaging entertainment experiences to players worldwide.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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FINANCIALS

& KPIs

Signiﬁcant achievements or failures and unusual events

signiﬁcantly affecting the ﬁnancial statements

Share Buyback and Redemption of Shares

On March 14, 2024, the Company announced a Share Buyback in the form of a time-limited tender offer to sell shares to the

Company at a predetermined and ﬁxed price per share, available to all Company shareholders (“SBB”). The purpose of the

buyback was to acquire a maximum of 7,139,797 ordinary shares, which constituted 10.64% of the Company’s issued share

capital, with the intention of redeeming the majority of the acquired shares. Each share in the buyback was valued at a ﬁxed rate

of USD 9.8042, and the total budget set for this buyback was USD 70 million.

During the entire offer period, a total of 446 share sale bids were submitted for a total of 27,461,824 shares of the Issuer.

Consequently, the Company proportionally reduced the number of shares covered by the sale offers submitted by shareholders.

The average reduction rate of the submitted sale offers was 84.12%. As a result, under the SBB, on April 23, 2024, the Company

acquired 7,139,797 shares.

All shares acquired during the Share Buyback were retired by resolution of the Board of Directors dated April 26, 2024, and as a

result the issued capital of the Company decreased from 67,124,778 to 59,984,981 shares. The change was registered by the

Secretary of State of the State of Delaware on July 2, 2024.

Investment in Bananaz Studios Ltd.

On March 17, 2024, Huuuge, Inc. signed two key agreements with Bananaz Studios Ltd.: a Simple Agreement for Future Equity

(SAFE) and a Call Option Deed. Huuuge committed to invest up to USD 6 million in Bananaz in two tranches, starting with USD 3.5

million on the signing date, with the potential to acquire Bananaz after further investments. This investment values Bananaz at a

pre-money valuation of USD 16.5 million. The Call Option allows Huuuge to potentially purchase all shares of Bananaz at a base

price of USD 20 million, adjustable based on ﬁnancial metrics, within 24 months of completing the second investment. Huuuge

also secures rights typical of a minority shareholder, including appointing a director to the Bananaz Board.

As reported in the current report no. 4/2025 dated January 16, 2025, as at December 31, 2024 the issuer conducted an

impairment test on the asset related to the investment in Bananaz Studios Ltd. in the form of a simple agreement for future

equity. The results of this test indicated an impairment of the asset, which affected the carrying value of the asset recognised in

the line “Long-term investments” in the consolidated statement of ﬁnancial position was reduced by USD 3,500 thousand to

zero. Accordingly, the revaluation loss of USD 3,500 thousand was recognised in the consolidated statement of comprehensive

income, in the line “Other operating income/(expense), net”. The Company has also decided that it will undertake actions to

cease further ﬁnancing of Bananaz Studios Ltd.

Factors affecting our results

Mobile gaming and social casino market environment

As far as market dynamics are concerned, Eilers & Krejcik estimate that the social casino market declined by 2.7% YoY in Q4 2024

(and by 1.2% QoQ). The long-term forecast has been revised downwards in 4Q 2024, and the social casino market is now

expected to decline at a 2.9% CAGR in 2024-27E, reaching USD 6.6 billion by 2027. For the full year 2024, the market declined by

2.5% YoY.

User Acquisition expenses and our marketing strategy

Due to weak performance in the social casino market, making it more diﬃcult for us to maintain satisfactory paybacks, we

reduced UA spending in Q4. For Q4 2024, UA expenses declined by 35% year-over-year, though year-over-year expenses of 2024

were still up by 11%. As a result, our paybacks have improved materially. Our goal is to align investment with the momentum

generated by new feature releases while maintaining a disciplined approach to payback, given the signiﬁcant improvement in

payback metrics. For Traﬃc Puzzle, marketing spend is immaterial, primarily focused on retargeting inactive players.

Expected introduction of Google’s Privacy Sandbox

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Google’s Privacy Sandbox is a strategic move to enhance user privacy, which will likely be fully launched not earlier than H2 2025,

the date not oﬃcially conﬁrmed yet though there are indications that the development of the tool has proceeded in the recent

months at a considerably reduced pace. This coincides with Apple encountering potential regulatory penalties from some

European Union countries for allegedly employing monopolistic and discriminatory practices through its App Tracking

Transparency implementation, while simultaneously favoring its own advertising business. Such regulatory interventions may

potentially inﬂuence privacy technology modiﬁcations across other platforms, including Google's Android operating system.

Google plans to phase out the Google Advertising ID (GAID) for all users eventually, though the discontinuation of GAID is not

currently included in Google's Privacy Sandbox initiatives and its timeline has not been announced yet.

The phase-out is anticipated to not occur in 2025. Consequently, there will be a transitional period during which it will be possible

to measure Android traﬃc deterministically, as is the current practice, and through Google's Privacy Sandbox. This overlap will

provide an opportunity to compare the effectiveness of the two approaches.

The discontinuation of GAID will restrict app developers' ability to track speciﬁc conversion events, for which Google's Privacy

Sandbox is intended to serve as a remedy. Although plans are in place to phase out GAID, the Google Play referrer, an alternative

method of attribution based on the App Set ID, might continue to be available and needs to be conﬁrmed by Google. This could

offer an alternative to GAID, though its eﬃcacy and applicability in the post-GAID era will require further validation. Sandbox will

send aggregated event data with added noise points for privacy. Google assures clients that the changes won’t drastically impact

their ad business. Pre-Sandbox efforts include continuous development of Media-Mix-Modeling (MMM) for allocating organic

users and assessing the inﬂuence of marketing networks. Additionally, Huuuge is among the initial testers of the Privacy Sandbox

on Android through participation in the Google Ads Early Access Program & AppsFlyer's Sandbox beta version testing. Huuuge is

actively testing ways to measure Unity Android traﬃc both deterministically and through Google’s Privacy Sandbox. Nevertheless,

at present, a restricted range of metrics is available as the tool is in its early stage of development.

Expected tax reforms & changes in tax law / tax law interpretations

The debate on taxation in the United States has started and it will impact the plan with respect to the shape of the income tax

reform in the United States. In particular, no extending the expiring 2017 Tax Cuts and Jobs Act (TCJA) will lead to the GILTI

increase. i.e. changes that may affect the global effective tax rate of the Group and may have a negative impact on our ﬁnancial

results.

Additionally, the shape of the implementation of Pillar II in Cyprus and potential increase of the corporate tax rate from 12.5% to

15% may also impact the global effective tax rate of the Group.

Impact of the situation in Israel on our business

Huuuge’s oﬃce in Tel Aviv, Israel accounts for around 6% of the Group’s total headcount, which includes senior management of

our Huuuge Casino Studio. On October 7, 2023, Hamas militants conducted a series of coordinated attacks from the Gaza Strip

against the Israeli people, resulting in the outbreak of war between the State of Israel and Hamas. Moreover, Israel is engaged in

ongoing hostilities with Hezbollah in Lebanon. Some of our employees in Israel in certain emergency circumstances may be

called to immediate and unlimited active duty. As a result of Israel’s October 7, 2023 declaration of a state of war and activation

of Article 8 of the Reserve Service Law (2008), several of our employees in Israel were activated for military duty. Currently, none

of Huuuge’s employees have been called up for military service. Any major escalation in hostilities in the region could result in a

portion of our employees and service providers in Israel being called up to perform military duty for an extended period.

Contingency plans are in place to prevent disruptions to business, including Israeli teams working from home if required. Our

technology infrastructure is critical to supporting the performance of our games, ensuring uptime and redundancy. All of our

games operate on cloud, maintained through data centers and availability zones in the US and the EU.

The Company is actively monitoring the situation and has established an internal task force developing and implementing

business continuity measures and ensuring the core competences are covered.

We have no Israel-based personnel responsible for infrastructure. As of the date of the report, the war in Israel has no signiﬁcant

impact on our business and ﬁnancial results.

Legal cases in the gaming industry

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Over the past 4 years, Epic Games initiated legal battles against Apple and Google, challenging their control over the mobile app

economy. The case against Google resulted in a jury ruling that Google's app store policies were monopolistic. Conversely, Epic's

similar claims against Apple were largely dismissed. These mixed outcomes underscore the complexity of app store dynamics

and hint at possible changes in how apps are distributed and monetized, potentially affecting pricing and innovation in the mobile

app market.

EU's Digital Markets Act & Apple's new App Store policy

The European Union's Digital Markets Act (DMA), passed in October 2022, marks a crucial step towards promoting fair

competition and curtailing the dominance of big tech companies. This law targets digital "gatekeepers," aiming to enhance

interoperability, encourage data sharing, and prevent self-preferencing to create a more competitive and open digital market. It's

designed to beneﬁt consumers and small businesses by increasing choice and innovation.

In response to the European Union's Digital Markets Act (DMA), Apple has announced signiﬁcant adjustments to its terms and

conditions for EU developers, scheduled to coincide with the launch of iOS 17.4 in March. EU Developers were presented with the

option to adhere to Apple’s current business terms or transition to the new terms. The new terms include an adjusted pricing

model that appears to reduce Apple's commission rates on most in-app purchases by EU players. The standard commission rate

is lowered from 30% to 17%.

However a new 3% “Payment Processing Fee'' is added, as well as a Euro 0.5 “Core Technology Fee” for each annual install of an

app above 1 million installs. Other notable changes in the new terms include allowing EU developers to “link out” to payment

options other than Apple’s own in-app payment process, and allowing alternative app stores other than Apple’s own App Store on

iPhones for EU users.

Huuuge is constantly tracking Apple's recent updates, including those to App Store policies, new hardware features, and privacy

protections. In Q2 2024 we have adopted the new App Store terms and pricing for the EU markets. The adopted change has had a

positive, but minor impact on our platform fee costs.

Except for events and factors described in the Financial and KPI sections, there were no other unusual events with an impact on

the Issuer’s ﬁnancial results in 2024.

Key performance indicators

●

Daily Active Users (DAU):

DAU is deﬁned as the number of individual users who played a game on a particular day. In

order to more accurately reﬂect reality, we identify the users based on (human) ID (HID) rather than device ID. That

allows us to eliminate the double counting of individuals playing games on multiple devices. The ability to identify and

analyze actual players rather than accounts allows for substantially greater accuracy, including better in-game targeting

of offers (the right offer, to the right person, at the right time), better retargeting capabilities and better predictive

models. Average DAU for a period is the average of the monthly average DAU for the period. It is not a KPI that we

internally use as an objective (we focus primarily on the number of paying users – e.g., DPU).

●

Daily Paying Users (DPU):

DPU is deﬁned as the number of players (active users) who made a purchase on a given day.

●

Average Revenue per Daily Active User (ARPDAU):

ARPDAU is deﬁned as average revenue per daily active user.

ARPDAU for a period is calculated by dividing gross revenue (i.e., before deduction of platform fees) for the period by

the number of days in the period and then dividing by the average DAU for the period

●

Daily Average Revenue per Paying User (ARPPU):

ARPPU is deﬁned as average revenue per paying user on a given day.

It is calculated by dividing gross revenue from in-app purchases (i.e., before deduction of platform fees) for the period

by the number of days in the period and then dividing by the average DPU for the period. ARPPU for the period is

calculated by dividing IAP revenue for the period by the number of days in the period and then dividing by the average

DPU for the period.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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●

Monthly Payer Conversion (Monthly Conversion):

Monthly Conversion is deﬁned as the percentage of MAU (the

number of individual users who played a game during a particular month) that made at least one purchase in a month

during the same period.

Our revenue is principally driven by DAU, ARPPU and conversion rates. We monitor our user acquisition costs using measures

such as ROAS (Return on Ad Spend), but given that these metrics are commercially sensitive we do not disclose or discuss

them in this report.

The tables below present our KPIs for 2024 and 2023 (YoY) as well as Q4 2024, Q3 2024 and Q4 2023 (YoY) for the Group and

“core franchises,” i.e., Huuuge Casino and Billionaire Casino.

All games

Core franchises

Huuuge Casino and Billionaire Casino

KPI

2024

2023

2024

2023

DAU (in thousand)

374.6

429.7

320.5

334.1

DPU (in thousand)

14.4

16.7

13.6

15.2

ARPDAU (in USD)

1.8

2.1

2.2

ARPPU (in USD)

47.5

46.0

49.2

49.1

Monthly Conversion (%)

7.0

8.0

7.8

9.8

The table below presents our KPIs for Q4 2024, Q3 2024 and Q4 2023 for the Group and core franchises, i.e. Huuuge Casino

and Billionaire Casino.

All games

Core franchises

Huuuge Casino and Billionaire Casino

KPI

Q4 2024

Q3 2024

Q4 2023

Q4 2024

Q3 2024

Q4 2023

DAU (in thousand)

338.0

359.2

408.1

295.0

310.1

334.7

DPU (in thousand)

14.2

13.4

16.1

13.6

12.7

15.0

ARPDAU (in USD)

2.0

1.8

1.9

2.2

2.0

2.2

ARPPU (in USD)

47.0

47.5

47.7

48.4

49.2

50.2

Monthly Conversion (%)

8.1

6.6

7.7

9.1

7.2

8.9

In addition, below we present a more detailed quarterly overview of our selected KPIs.

Huuuge, Inc.

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Daily Active Users

On an annual basis (FY 2024 vs. FY 2023), DAU for core franchises fell -4.1% YoY to 320.5 thousand, while all games DAU

dropped -12.8% YoY to 374.6 thousand. The decline in DAU is directly linked to adjustments in our marketing strategy and user

acquisition (UA) expenses.

In Q4 2024, DAU for core franchises declined to 295.0 thousand, representing a -4.9% QoQ and -11.9% YoY decrease. For all

games, DAU dropped to 338.0 thousand, reﬂecting a -5.9% QoQ and -17.2% YoY decline. The decrease in DAU for core franchises

was primarily driven by lower marketing expenditures in Q3 and Q4, along with churn among existing user cohorts.

Daily Paying Users

On an annual basis (FY 2024 vs. FY 2023), DPU for all games dropped -13.8% YoY to 14.4 thousand, while core franchise DPU

declined by -10.5% YoY to 13.6 thousand.

In Q4 2024, the total number of Daily Paying Users (DPU) declined to 14.2 thousand, reﬂecting a -11.8% YoY decrease and 6.2%

QoQ increase. For core franchises, DPU fell to 13.6 thousand, marking a -9.3% YoY decline and a 7.1% QoQ increase. The QoQ

recovery is largely attributed to the new features introduced to core franchises in late November 2024, including the

implementation of a new game economy and Huuuge Pass. These actions led to an improvement in player-to-payer conversion.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Average Revenue per Daily Active User

ARPDAU indicates how well we monetize our games considering our entire player base. Huuuge Casino and Billionaire Casino

remain among the best monetizing social casino games in the market. On an annual basis (FY 2024 vs. FY 2023), ARPDAU for all

games remained stable at 1.8 USD, while core franchise ARPDAU decreased by -6.4% YoY to 2.1 USD.

In Q4 2024, ARPDAU for all games increased to 2.0 USD, showing a +11.7% QoQ and +4.5% YoY improvement. For core

franchises, ARPDAU reached 2.2 USD, reﬂecting a +10.9% QoQ and -0.6% YoY decrease. This growth was driven by the

late-November rollout of new features, including a revamped game economy and Huuuge Pass.

Daily Average Revenue per Paying User

In recent years, we have been able to improve the ARPPU of our core franchises. Since Q1 2023, we have maintained this KPI at a

very high level compared to industry standards. In Q4 2024, we focused on enhancing player engagement rather than pursuing

aggressive monetization.

Huuuge, Inc.

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Monthly Conversion

Monthly Conversion is an indicator of our ability to convert players into payers.

On an annual basis (FY 2024 vs. FY 2023), monthly conversion for core franchises decreased from 9.8% to 7.8%, while total

monthly conversion for all games declined from 8.0% to 7.0%.

In Q4 2024, monthly conversion for core franchises increased to 9.1%, up from 7.2% in Q3 2024 and 8.9% in Q4 2023, showing a

+1.9pp QoQ and +0.2pp YoY improvement. This increase was primarily driven by the late-November introduction of new features

to ﬂagship games.

Huuuge, Inc.

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Results of operations (P&L)

The following table presents our consolidated statement of comprehensive income for the two periods of twelve months ended

December 31, 2024 and 2023, respectively, and for the two periods of three months ended December 31, 2024 and 2023,

respectively (“Q4 2024” and “Q4 2023”).

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Revenue

250,823

283,444

-11.5%

61,748

71,333

-13.4%

Cost of sales

(69,005)

(82,569)

-16.4%

(16,313)

(20,522)

-20.5%

Gross proﬁt on sales

181,818

200,875

-9.5%

45,435

50,811

-10.6%

Sales and marketing expenses:

(52,942)

(50,467)

4.9%

(10,570)

(14,538)

-27.3%

thereof, User acquisition marketing

campaigns

(38,887)

(35,337)

10.0%

(6,676)

(10,422)

-35.9%

thereof, General sales and marketing

expenses

(14,055)

(15,130)

-7.1%

(3,894)

(4,116)

-5.4%

Research and development

expenses

(22,209)

(23,363)

-4.9%

(5,297)

(4,956)

6.9%

General and administrative

expenses

(31,291)

(32,796)

-4.6%

(7,070)

(8,386)

-15.7%

Other operating income/(expense),

net

(4,468)

(176)

2438.6%

(3,774)

(299)

1162.2%

Operating result

70,908

94,073

-24.6%

18,724

22,632

-17.3%

Finance income

7,146

5,842

22.3%

2,597

1,366

90.1%

Finance expense

(269)

(1,150)

-76.6%

(53)

(646)

-91.8%

Proﬁt before tax

77,785

98,765

-21.2%

21,268

23,352

-8.9%

Income tax

(12,433)

(16,587)

-25.0%

(2,788)

(3,936)

-29.2%

Net result for the year

65,352

82,178

-20.5%

18,480

19,416

-4.8%

Exchange gains/(losses) on

translation of foreign operations

(2,541)

1,908

n/a

(2,204)

2,619

n/a

Total comprehensive income for

the year

62,811

84,086

-25.3%

16,276

22,035

-26.1%

The following tables show the Alternative Performance Measures used by us as at the dates and for the periods indicated,

followed by a justiﬁcation for their use. Please see below the deﬁnitions of the measures and ratios used.

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

EBITDA

80,111

103,131

-22.3%

20,966

24,874

-15.7%

EBITDA margin (%)

31.9%

36.4%

-4.5pp

34.0%

34.9%

-0.9pp

Adjusted EBITDA

87,096

108,233

-19.5%

24,827

26,098

-4.9%

Adjusted EBITDA margin (%)

34.7%

38.2%

-3.5pp

40.2%

36.6%

3.6pp

Sales Proﬁt

142,931

165,538

-13.7%

38,759

40,389

-4.0%

Sales Proﬁt margin (%)

57.0%

58.4%

-1.4pp

62.8%

56.6%

6.2pp

User acquisition marketing

campaigns as % of revenue

15.5%

12.5%

3pp

10.8%

14.6%

-3.8pp

Adjusted Net Result

72,337

87,280

-17.1%

22,341

20,640

8.2%

Adjusted Net Result (%)

28.8%

30.8%

-2pp

36.2%

28.9%

7.3pp

EBITDA

Adjusted EBITDA

EBITDA margin

Adjusted EBITDA margin

Sales proﬁt

Sales proﬁt margin

and

User acquisition cost

as % of revenue

are supplemental measures of the ﬁnancial and operating performance used by us that are not required by, or

prepared in accordance with IFRS. These measures are prepared by us because we believe they provide a view of our recurring

operating performance that is unaffected by our capital structure and allow us to readily view operating trends and identify

strategies to improve operating performance and to assist investors and analysts in comparing our performance across reporting

periods on a consistent basis by excluding items that we do not believe are critical to our core operating performance. In

evaluating these measures, you should be aware that, in the future, we may incur expenses that are the same as or similar to

Huuuge, Inc.

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some of the adjustments in this presentation. Our presentation of these measures should not be construed as an inference that

our future results will be unaffected by unusual or non-recurring items. The APM indicators used by the Company should be

analyzed solely as supplementary information and not as a replacement for the ﬁnancial data presented in the Company's and

Group's ﬁnancial statements.

The presented APM indicators represent standard measures and metrics commonly used in ﬁnancial analysis; however, these

indicators may be calculated and presented differently by various companies. Therefore, the Company provides their exact

deﬁnitions below.

Our use of each of these measures is as follows:

●

We deﬁne

EBITDA

as the net result for the year adjusted for income tax, ﬁnance costs, ﬁnance income, and

depreciation and amortization. The rationale for using the

EBITDA

is that it is a measure widely used by securities

analysts, investors and other interested parties to evaluate the proﬁtability of companies.

EBITDA

eliminates potential

differences in performance caused by variations in capital structures (affecting ﬁnance costs and ﬁnance income), tax

positions (such as the availability of net operating losses that offset taxable proﬁts), the costs and ages of property,

plant and equipment (affecting the depreciation expense level) and the extent to which intangible assets are identiﬁable

(affecting the amortization expense level).

●

We deﬁne

Adjusted EBITDA

EBITDA

adjusted for events not related to the main activity of the Group. In the periods

presented, i.e. Q4 2024, Q4 2023, 2023 and 2024 there were share-based payment expenses, provision for litigation,

costs related to strategic options review and impairment of intangible assets. The rationale for using the

Adjusted

EBITDA

is that it constitutes an attempt to show the

EBITDA

result after eliminating events not related to the main

activity of the Group and items from the proﬁt and loss account that are of a non-cash nature.

●

We deﬁne

EBITDA margin

as the ratio of the

EBITDA

to Revenue. The rationale for using the

EBITDA margin

is that it is

a measure of operational proﬁtability widely used among securities analysts and investors, and that

EBITDA

and

EBITDA margin

are internal measures used by us in the process of budgeting and management accounting.

●

We deﬁne

Adjusted EBITDA margin

as the ratio of

Adjusted EBITDA

to Revenue. The rationale for using the

Adjusted

EBITDA margin

is that it shows a measure of operating proﬁtability after eliminating events not related to the main

activity of the Group and items from the proﬁt and loss account that are of a non-cash nature.

●

We deﬁne

Sales Proﬁt

(previously “Return on sales”) as Gross proﬁt/(loss) from sales, less the user acquisition costs.

The rationale for using

Sales Proﬁt

is to show the proﬁtability of sales in the value aspect after covering costs directly

related to the generated revenue – mainly distribution costs (fees for owners of distribution platforms), server

expenses and the user acquisition costs through paid advertising campaigns.

●

We deﬁne

Sales proﬁt margin

(previously “Sales margin”) as the ratio of Sales proﬁt to Revenue. The rationale for using

the sales proﬁt % is to show the proﬁtability of sales as a percentage after covering variable costs directly related to the

revenue generated – mainly distribution costs (fees for owners of distribution platforms), server expenses and the user

acquisition costs through paid advertising campaigns.

●

We deﬁne

User Acquisition cost as % of revenue

as the ratio of User acquisition costs to Revenue. The rationale for

using the

User Acquisition cost as % of revenues

is to show how much of our revenue we reinvest directly in

maintaining and expanding our player base.

●

We deﬁne

Adjusted net result

as the net result for the year adjusted for events not related to the main activity of the

Group. In the periods presented, i.e. Q4 2024, Q4 2023, 2023 and 2024 there were share-based payment expenses,

provision for litigation, costs related to strategic options review and impairment of intangible assets. The rationale for

using the

Adjusted net result

is that it constitutes an attempt to show the Net result for the year after eliminating

events not related to the main activity of the Group and items from the proﬁt and loss account that are of a non-cash

nature.

●

We deﬁne

Adjusted net result margin

as the ratio of the

Adjusted net result

to Revenue. The rationale for using the

Adjusted net result margin

is that it constitutes an attempt to show the Net result for the year in percentage after

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

This version is a pdf of the executed xHTML Annual Report for the 12-month period ended December 31, 2024.

In case of any discrepancies xHTML version shall prevail.

eliminating events not related to the main activity of the Group and items from the proﬁt and loss account that are of a

non-cash nature.

●

The measures presented are not comparable to similarly titled measures used by other companies. We encourage you

to review our ﬁnancial information in its entirety and not to rely on a single ﬁnancial measure.

The following table presents a reconciliation of Sales Margin for the periods presented:

Sales Proﬁt and Sales Proﬁt Margin

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Revenue

250,823

283,444

-11.5%

61,748

71,333

-13.4%

Gross proﬁt on sales

181,818

200,875

-9.5%

45,435

50,811

-10.6%

thereof, User acquisition marketing

campaigns

38,887

35,337

10.0%

6,676

10,422

-35.9%

Sales proﬁt

142,931

165,538

-13.7%

38,759

40,389

-4.0%

Sales proﬁt margin %

57.0%

58.4%

-1.4pp

62.8%

56.6%

6.2pp

The following table presents a reconciliation of Adjusted EBITDA for the periods presented:

Adjusted EBITDA reconciliation

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Net result for the year

65,352

82,178

-20.5%

18,480

19,416

-4.8%

Income tax

12,433

16,587

-25.0%

2,788

3,936

-29.2%

Finance expense

269

1,150

-76.6%

646

-91.8%

Finance income

(7,146)

(5,842)

22.3%

(2,597)

(1,366)

90.1%

Depreciation and amortization

9,203

9,058

1.6%

2,242

0.0%

EBITDA

80,111

103,131

-22.3%

20,966

24,874

-15.7%

EBITDA Margin

31.9%

36.4%

-4.5pp

34.0%

34.9%

-0.9pp

Revaluation losses on ﬁnancial

instruments

3,500

n/a

3,500

n/a

Employee beneﬁts costs –

share-based plan

3,485

2,855

22.1%

361

1,224

-70.5%

Provision related to litigations

1,700

-100.0%

0.0%

Costs related to strategic options

review

547

-100.0%

0.0%

Adjusted EBITDA

87,096

108,233

-19.5%

24,827

26,098

-4.9%

Adjusted EBITDA Margin

34.7%

38.2%

-3.5pp

40.2%

36.6%

3.6pp

Employee beneﬁts costs – share-based plan is a non-cash expense related to the Company’s stock option plan and recognized in accordance

with IFRS 2 Share-based Payment. The following table presents a reconciliation of Adjusted Net Result for the periods presented:

Adjusted Net Result

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Net result for the year

65,352

82,178

-20.5%

18,480

19,416

-4.8%

Revaluation losses on ﬁnancial

instruments

3,500

n/a

3,500

n/a

Employee beneﬁts costs –

share-based plan

3,485

2,855

22.1%

361

1,224

-70.5%

Provision related to litigations

1,700

-100.0%

0.0%

Costs related to strategic options

review

547

-100.0%

0.0%

Adjusted Net Result

72,337

87,280

-17.1%

22,341

20,640

8.2%

Adjusted Net Result %

28.8%

30.8%

-2pp

36.2%

28.9%

7.3pp

Employee beneﬁts costs – share-based plan is a non-cash expense related to the Company’s stock option plan and recognized in accordance

with IFRS 2 Share-based Payment.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Revenue

Our revenue consists of revenue generated by in-app purchases in gaming applications and in-app advertising, as shown in the

table below.

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Gaming applications

249,039

279,874

-11.0%

61,439

70,470

-12.8%

Advertising

1,784

3,570

-50.0%

309

863

-64.2%

Total revenue

250,823

283,444

-11.5%

61,748

71,333

-13.4%

As a result of a decline in our core franchise DPUs, not fully offset by ARPPU, revenue generated by in-app purchases in gaming

applications decreased by USD 30,835 thousand (i.e., 11.0%), from USD 279,874 thousand in FY 2023 to USD 249,039 thousand

in FY 2024. In Q4 2024, this revenue segment dropped by USD 9,031 thousand (i.e., 12.8%) compared to Q4 2023.

Meanwhile, advertising revenue decreased by USD 1,786 thousand (i.e., 50.0%) in FY 2024, compared to FY 2023, primarily due

to the declining user base of Traﬃc Puzzle and other previously discontinued games. In Q4 2024, advertising revenue declined

by USD 554 thousand (i.e., 64.2%) compared to Q4 2023.

Below, we show the revenue split into main product categories:

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Huuuge Casino

162,297

180,453

-10.1%

39,925

45,954

-13.1%

Billionaire Casino

82,833

91,783

-9.8%

20,795

23,316

-10.8%

Total Core Franchises

245,130

272,236

-10.0%

60,720

69,270

-12.3%

Traﬃc Puzzle

4,445

9,262

-52.0%

792

1,701

-53.4%

Other games

1,248

1,946

-35.9%

236

362

-34.8%

Total New Franchises

5,693

11,208

-49.2%

1,028

2,063

-50.2%

Total revenue

250,823

283,444

-11.5%

61,748

71,333

-13.4%

Revenue generated by our core games (Huuuge Casino and Billionaire Casino) decreased by USD 27,106 thousand (i.e.,10.0%)

in FY 2024 compared to FY 2023, totaling USD 245,130 thousand. In Q4 2024, revenue from core franchises declined by USD

8,550 thousand (i.e.,12.3%) compared to Q4 2023, primarily due to a decline in Daily Paying Users (DPU).

For Traﬃc Puzzle, revenue dropped by USD 4,817 thousand (i.e., 52.0%) in FY 2024 compared to FY 2023, amounting to USD

4,445 thousand. In Q4 2024, revenue fell by USD 909 thousand (i.e., 53.4%) year-over-year, driven by a shrinking user base due to

reduced user acquisition spend and the game being in maintenance mode since early 2023 (with only minor bug ﬁxes and no

signiﬁcant content updates).

Revenue from Other Games decreased by USD 698 thousand (i.e., 35.9%) in FY 2024, reaching USD 1,248 thousand, while in Q4

2024, it fell by USD 126 thousand (i.e., 34.8%) year-over-year. The decline is attributed to discontinued marketing spend and

several legacy games transitioning to maintenance mode, resulting in a drop in DAU.

Revenue from New Franchises declined by USD 5,515 thousand (i.e., 49.2%) in FY 2024, totaling USD 5,693 thousand, with a Q4

2024 YoY drop of USD 1,035 thousand (i.e., 50.2%).

Revenue was generated in the following geographical locations:

in thousand USD

12m`2024

12m`2023

North America

147,013

170,689

Europe

74,390

78,159

Asia-Paciﬁc (APAC)

24,975

29,905

Other

4,445

4,691

Total revenue

250,823

283,444

North America (i.e., primarily the USA) remained the most signiﬁcant region in terms of revenue, accounting for 58.6% of total

revenue in FY 2024, compared to 60.2% in FY 2023.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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The above is the management’s best estimate, as no geographical breakdown is available for some revenue sources.

The allocation to regions is driven by the location of individual end-user customers. No individual end-user customer with whom

the Group concludes transactions had a share of 10% or more in the Group's total revenues in the twelve-month period ended

December 31, 2024 or December 31, 2023. The vast majority of revenues is generated by several platform providers, such as

Apple App Store, Google Play, Facebook and Amazon App Store, as well as directly through direct-to-consumer offering

(Webshop).

Revenues through third-party platforms and through the Company’s own direct-to-consumer offering were as follows:

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Third-party platforms

220,881

266,923

-17.2%

52,170

65,415

-20.2%

Direct-to-consumer platforms

29,942

16,521

81.2%

9,578

5,918

61.8%

Total revenue

250,823

283,444

-11.5%

61,748

71,333

-13.4%

Our Direct-To-Consumer (DTC) channel (Webshop) remains a strategic priority for the Company. In FY 2024, it accounted for

11.9% of total revenue, up from 5.8% in FY 2023, reﬂecting an 81.2% YoY growth.

We continue to invest in this channel and expect its share to increase further, as it provides higher margins and greater player

engagement compared to third-party platforms, which saw a 17.2% YoY revenue decline in FY 2024.

Operating expenses

Cost of sales

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Cost of sales

(69,005)

(82,569)

-16.4%

(16,313)

(20,522)

-20.5%

Sales and marketing expenses:

(52,942)

(50,467)

4.9%

(10,570)

(14,538)

-27.3%

thereof User acquisition marketing

campaigns

(38,887)

(35,337)

10.0%

(6,676)

(10,422)

-35.9%

thereof General sales and marketing

expenses

(14,055)

(15,130)

-7.1%

(3,894)

(4,116)

-5.4%

Research and development

expenses

(22,209)

(23,363)

-4.9%

(5,297)

(4,956)

6.9%

General and administrative

expenses

(31,291)

(32,796)

-4.6%

(7,070)

(8,386)

-15.7%

Total operating expenses

(175,447)

(189,195)

-7.3%

(39,250)

(48,402)

-18.9%

For the year ended December 31, 2024, operating expenses decreased by USD 13,748 thousand (i.e., 7.3%), from USD 189,195

thousand in FY 2023 to USD 175,447 thousand in FY 2024. In Q4 2024, operating expenses declined by USD 9,152 thousand

(i.e.,18.9%) compared to Q4 2023.

Cost of Sales

Cost of sales, the largest component of operating expenses, decreased by USD 13,564 thousand (i.e., 16.4%) in FY 2024, from

USD 82,569 thousand to USD 69,005 thousand. In Q4 2024, cost of sales declined by USD 4,209 thousand (i.e., 20.5%) YoY,

outpacing the decline in in-app purchase revenue, thanks to the expansion of our Direct-to-Consumer (DTC) Webshop platform,

which has signiﬁcantly lower platform fees.

Sales and Marketing Expenses

Sales and marketing expenses increased by USD 2,475 thousand (i.e., 4.9%) in FY 2024, reaching USD 52,942 thousand.

However, in Q4 2024, these expenses dropped by USD 3,968 thousand (i.e., 27.3%) compared to Q4 2023.

User Acquisition Marketing Campaigns: Expenses increased by USD 3,550 thousand (i.e., 10.0%) in FY 2024, totaling USD

38,887 thousand, reﬂecting our continued investment in targeted UA campaigns. However, in Q4 2024, spending decreased by

USD 3,746 thousand (i.e., 35.9%) YoY, as we focused on maintaining a disciplined payback strategy.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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General Sales and Marketing Expenses: Declined by USD 1,075 thousand (i.e., 7.1%) YoY to USD 14,055 thousand, driven by

external marketing services, reductions in salaries and employee-related costs.

The chart below presents a quarterly view of our user acquisition marketing campaigns as a percentage of revenue.

Research and Development (R&D) Expenses

R&D expenses decreased by USD 1,154 thousand (i.e., 4.9%) in FY 2024, reaching USD 22,209 thousand. The YoY decrease was

mainly driven by a reduction in salaries and employee-related costs and a decrease of external developers fees.

General and Administrative Expenses

General and administrative expenses decreased by USD 1,505 thousand (i.e., 4.6%), totaling USD 31,291 thousand in FY 2024.

The YoY reduction was primarily due to a decrease in salaries and employee-related costs, offset by higher ESOP (Employee

Stock Ownership Plan) expenses.

In Q4 2024, these expenses declined by USD 1,316 thousand (i.e., 15.7%) compared to Q4 2023. The YoY reduction was

primarily due to a decrease in salaries and employee-related costs, offset by higher ESOP (Employee Stock Ownership Plan)

expenses.

Proﬁtability

Our sales proﬁt declined by USD 22,607 thousand (i.e., 13.7%), from USD 165,538 thousand in FY 2023 to USD 142,931

thousand in FY 2024. The sales proﬁt margin decreased by 1.4pp YoY, reaching 57.0%. This decline was primarily due to a

reduction in gross proﬁt on sales, driven by lower revenue.

In Q4 2024, sales proﬁt decreased by USD 1,630 thousand (i.e.,4.0%) YoY, reaching USD 38,759 thousand, following the overall

revenue trend. However, the sales proﬁt margin improved by 6.2pp YoY, reaching 62.8%, reﬂecting the positive impact of cost

eﬃciencies.

Adjusted EBITDA decreased by USD 21,137 thousand (i.e.,19.5%), from USD 108,233 thousand in FY 2023 to USD 87,096

thousand in FY 2024. The Adjusted EBITDA margin declined by 3.5pp YoY, reaching 34.7%. This decline was primarily due to the

reduction in sales proﬁt and a higher impairment charge, partially offset by reductions in general and administrative expenses.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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In Q4 2024, Adjusted EBITDA decreased by USD 1,271 thousand (i.e., 4.9%) YoY, reaching USD 24,827 thousand. However, the

Adjusted EBITDA margin improved by 3.6pp YoY, reaching 40.2%, beneﬁting from continued cost optimizations in operating

expenses.

Finance income/(expenses), net

The table below presents a Finance income and Finance expenses for the periods presented:

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Finance income

7,146

5,842

22.3%

2,597

1,366

90.1%

Finance expense

(269)

(1,150)

-76.6%

(53)

(646)

-91.8%

Finance income, net

6,877

4,692

46.6%

2,544

720

253.3%

For the year ended December 31, 2024, ﬁnance income net increased by USD 2,185 thousand (i.e., 46.6%), reaching USD 6,877

thousand, compared to USD 4,692 thousand in FY 2023. This change was primarily driven by foreign exchange gains on

PLN/USD exchange rates.

In Q4 2024, ﬁnance income net rose signiﬁcantly by USD 1,824 thousand (i.e., 253.3%) YoY, reaching USD 2,544 thousand,

reﬂecting stronger FX gains.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

This version is a pdf of the executed xHTML Annual Report for the 12-month period ended December 31, 2024.

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Statement of ﬁnancial position of the Group

The following selected consolidated ﬁnancial information as at December 31, 2024 and December 31, 2023.

As at December 31

in thousand USD

2024

Structure

2023

Structure

ASSETS

Total non-current assets, including:

25,838

12.7%

29,794

13.7%

Right-of-use assets

4,847

2.4%

6,850

3.2%

Goodwill

2,408

1.2%

2,554

1.2%

Intangible assets

7,780

3.8%

9,854

4.5%

Long-term investments

500

0.2%

0.0%

Other items

10,303

5.1%

10,536

4.8%

Total current assets, including:

177,477

87.3%

187,634

86.3%

Trade and other receivables

29,702

14.6%

32,635

15.0%

Cash and cash equivalents

141,840

69.8%

152,110

70.0%

Other short-term ﬁnancial assets

2,465

1.2%

0.0%

Other receivables

3,470

1.7%

2,889

1.3%

Total assets

203,315

100.0%

217,428

100.0%

EQUITY

Total equity

172,810

85.0%

177,060

81.4%

LIABILITIES

Total non-current liabilities, including:

3,964

1.9%

7,217

3.3%

Long-term lease liabilities

3,609

1.8%

6,843

3.1%

Other items

355

0.2%

374

0.2%

Total current liabilities, including:

26,541

13.1%

33,151

15.2%

Trade and other payables

11,426

5.6%

17,132

7.9%

Short-term lease liabilities

3,942

1.9%

3,796

1.7%

Provisions

1,700

0.8%

1,700

0.8%

Corporate income tax liabilities

7,594

3.7%

8,052

3.7%

Other items

1,879

0.9%

2,471

1.1%

Total liabilities

30,505

15.0%

40,368

18.6%

Total equity and liabilities

203,315

100.0%

217,428

100.0%

Assets

Total assets decreased by USD 14,113 thousand (6.5%), from USD 217,428 thousand as of December 31, 2023, to USD 203,315

thousand as of December 31, 2024. The structure of total assets remained relatively stable, with the following main

components: (1) cash and cash equivalents, accounting for 69.8% of total assets (compared to 70.0% as of December 31,

2023), (2) trade and other receivables, representing 14.6% of total assets (compared to 15.0% as of December 31, 2023), (3)

Intangible assets, making up 3.8% of total assets (compared to 4.5% as of December 31, 2023). The decline in total assets was

primarily driven by: (1) a decrease in cash and cash equivalents of USD 10,270 thousand (6.8%), from USD 152,110 thousand to

USD 141,840 thousand and a decrease in trade and other receivables of USD 2,933 thousand (9.0%), from USD 32,635 thousand

to USD 29,702 thousand.

Equity

Total equity decreased by USD 4,250 thousand (2.4%), from USD 177,060 thousand as of December 31, 2023, to USD 172,810

thousand as of December 31, 2024. This change was primarily due to the impact of share buybacks and dividends, partially

offset by earnings generated during the year.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Liabilities

Total liabilities decreased by USD 9,863 thousand (24.4%), from USD 40,368 thousand as of December 31, 2023, to USD 30,505

thousand as of December 31, 2024. The reduction in liabilities was mainly driven by: (1) a decrease in trade and other payables,

which fell from USD 17,132 thousand to USD 11,426 thousand, (2) a reduction in long-term lease liabilities, which declined from

USD 6,843 thousand to USD 3,609 thousand. As of December 31, 2024, total liabilities primarily comprised: (1) trade and other

payables, accounting for 5.6% of total equity and liabilities (compared to 7.9% as of December 31, 2023), (2) corporate income

tax liabilities, making up 3.7% of total equity and liabilities (compared to 3.7% as of December 31, 2023), (3) short-term lease

liabilities, representing 1.9% of total equity and liabilities (compared to 1.7% as of December 31, 2023).

Cash ﬂows and liquidity

The following table summarizes selected net cash ﬂows from operating, investing and ﬁnancing activities for the two periods of

twelve months ended December 31, 2024 and December 31, 2023 and for Q4 2024 compared to Q4 2023.

Net cash ﬂows from operating activities

Net cash inﬂows from operating activities amounted to USD 65,011 thousand for the year ended December 31, 2024, and USD

17,750 thousand for Q4 2024. This was primarily driven by adjusted EBITDA of USD 87,096 thousand for the full year and USD

24,827 thousand for the quarter, changes in ﬁnance income/cost net of USD 5,400 thousand and USD 3,613 thousand,

respectively, and income tax paid of USD 2,202 thousand and USD 1,088 thousand, respectively.

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in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Cash ﬂows from operating activities

Proﬁt before tax

77,785

98,765

-21.2%

21,268

23,352

-8.9%

Adjustments for:

Total of non-cash changes in depreciation,

amortization and proﬁts or losses on

disposal of assets

9,780

9,748

0.3%

2,756

2,347

17.4%

Non-cash employee beneﬁts expense -

share-based payments

3,485

2,855

22.1%

357

1,224

-70.8%

Finance (income)/cost - net

(7,703)

(2,303)

234.5%

(2,559)

1,054

n/a

Revaluation losses on ﬁnancial instruments

3,500

n/a

3,500

n/a

Changes in net working capital

(10,559)

(13,166)

-19.8%

(7,289)

(1,801)

304.7%

Cash ﬂows from operating activities

76,288

95,899

-20.4%

18,033

26,176

-31.1%

Income tax paid

(11,277)

(13,479)

-16.3%

(283)

(1,371)

-79.4%

Net cash ﬂows from operating activities

65,011

82,420

-21.1%

17,750

24,805

-28.4%

Cash ﬂows from investing activities,

including:

Long-term investments

(4,000)

n/a

0.0%

Acquisition of property, plant and equipment

and intangible assets

(3,477)

(2,819)

23.3%

(744)

(612)

21.6%

Interest received

5,570

6,144

-9.3%

1,306

1,277

2.3%

Other items

1,274

798

59.6%

321

281

14.2%

Net cash ﬂows from/(used in) investing

activities

(633)

4,123

n/a

883

946

-6.7%

Cash ﬂows from ﬁnancing activities,

including:

Lease repayment (principal) & interest paid

(4,255)

(4,506)

-5.6%

(950)

(1,143)

-16.9%

Exercise of stock options

286

470

-39.1%

-14.8%

Repurchase of own shares incl. transaction

costs

(70,455)

(150,985)

-53.3%

(11)

n/a

Net cash ﬂows from/(used in) ﬁnancing

activities

(74,424)

(155,021)

-52.0%

(915)

(1,089)

-16.0%

Net increase/(decrease) in cash and cash

equivalents

(10,046)

(68,478)

-85.3%

17,718

24,662

-28.2%

Net cash ﬂows from investing activities

Net cash ﬂows from investing activities for the year ended December 31, 2024, amounted to negative USD 633 thousand,

primarily driven by interest received on short-term bank deposits and money-market mutual funds, totaling USD 5,570 thousand,

offset by the investment through a simple agreement for future equity (the “SAFE”) of USD 3,500 thousand in Bananaz Studios

Ltd and USD 500 thousand in Empire Games Ltd. along with ongoing purchases of property, plant and equipment and intangible

assets of USD 3,477 thousand

Net cash ﬂows from ﬁnancing activities

Net cash outﬂows from ﬁnancing activities for the year ended December 31, 2024, amounted to USD 74,424 thousand, mainly

due to the execution of the Share Buyback Program ("SBB") in the amount of USD 70,000 thousand. The SBB was executed in

Q2 2024, reﬂecting a continuation of capital return to shareholders.

Credits and loans, sureties and guarantees

There are no signiﬁcant sureties, loans or guarantees granted or received by the Issuer in the reported ﬁnancial year.

The Group has no borrowing requirements. The Group anticipates that current sources of ﬁnancing, i.e. equity and operating

revenues will remain its main sources of ﬁnancing in the near future. The Group’s operations are not ﬁnanced using debt

ﬁnancing.

No sureties were granted or received by the Group in the year ended December 31, 2024, including those granted to the

Company’s related entities.

Huuuge Global Ltd and Huuuge Games Sp. z o.o. have entered into two agreements for the purpose of conducting forward and

derivative transactions in the future. In one agreement, entities involved are considered joint and several debtors for planned

transactions while in the second agreement, one entity guarantees the obligation of the other. The maximum amount of the

contingency obligation cannot exceed USD 19,080 thousand for both parties.

Group current and projected ﬁnancial situation

The table below presents the key parameters for assessing the Group’s proﬁtability, eﬃciency and liquidity.

in thousand USD

12m`2024

12m`2023

Change, %

Q4`2024

Q4`2023

Change, %

Proﬁtability ratios

Gross Proﬁt margin

72.5%

70.9%

1.6pp

73.6%

71.2%

2.4pp

Adjusted EBITDA margin

34.7%

38.2%

-3.5pp

40.2%

36.6%

3.6pp

EBITDA margin

31.9%

36.4%

-4.5pp

34.0%

34.9%

-0.9pp

Adjusted Net Result margin

28.8%

30.8%

-2pp

36.2%

28.9%

7.3pp

Eﬃciency ratios

Debtors days

46.1

38.1

21.0%

Creditors days

29.8

40.0

-25.5%

Liquidity ratio

Current ratio

6.7

5.7

17.5%

Formulas for the calculation of indicators:

Gross Proﬁt margin

: Gross proﬁt/(loss) on sales / Revenue

Adjusted EBITDA margin:

Adjusted EBITDA / Revenue

EBITDA margin:

EBITDA / Revenue

Adjusted Net Result margin:

Adjusted Net Result / Revenue

Debtors days:

(Trade and other receivables, gross, at the beginning of the period + Trade and other receivables, gross, at the

end of the period) /2) / (Revenue / no. of days)

Creditors days:

(Trade and other payables, gross, at the beginning of the period + Trade and other payables, gross, at the end of

the period) /2) / (Operating expenses / no. of days)

Current ratio:

Total current assets / Total current liabilities

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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The Group is in very good ﬁnancial condition, with a high level of net cash (USD 141,840 thousand).

Because the Group (including the Parent Company) did not use external ﬁnancing in 2023–2024, no debt ratios will be

presented.

Separate results of operations

The table below presents our statement of comprehensive income for the two twelve-month periods ended December 31, 2024,

and 2023, respectively, as well as for the two three-month periods ended December 31, 2024, and 2023.

in thousand USD

Year ended December 31, 2024

Year ended December 31, 2023

Reclassiﬁed*

Revenue

934

1,577

Dividend income

100,822

159,729

Operating expenses

(4,084)

(6,490)

Revaluation losses on ﬁnancial instruments

(3,500)

Impairment losses on investments

(1,971)

Other operating expenses

(194)

(1,876)

Operating result

92,007

152,940

Finance income/(expense), net

3,931

2,869

Proﬁt/(loss) before tax

95,938

155,809

Income tax

(211)

(1,558)

Net result for the period

95,727

154,251

Other comprehensive income

Total comprehensive income/(loss) for the period

95,727

154,251

* Change in presentation

During the year ended December 31, 2024 Company changed presentation of the items in the separate statement of

comprehensive income. The Company simpliﬁed the presentation of the separate statement of comprehensive income by

eliminating Cost of Sales line item, as the Company does not incur such costs, as well as by eliminating gross proﬁt/(loss)

subtotal. Additionally, the Company aggregated Sales and Marketing expenses, Research and development expenses and

General and administrative expenses into one line – Operating expenses, with disaggregation provided in Note 5 to the

Separate Financial Statements for 2024. The Company also aggregated Finance income and ﬁnance expenses into one line, i.e.

Finance income/(expenses) net.

The Company's separate net result for the year ended December 31, 2024 decreased from 154,251 thousand for the year ended

December 31, 2023 to USD 95,727 thousand as a result of decrease in operating result mainly due to the lower intragroup

dividend income generated in FY 2024.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Selected separate statements of ﬁnancial position

Below are selected ﬁnancial information as of December 31, 2024, and December 31, 2023.

in thousand USD

As at December 31, 2024

As at December 31, 2023

Assets

Non-current assets

Investment in subsidiaries

28,995

29,847

Deferred tax asset

2,841

Long-term investments

500

Total non-current assets

32,336

29,935

Current assets

Dividend receivable

44,864

10,000

Corporate income tax receivable

1,285

752

Trade and other receivables

911

1,961

Cash and cash equivalents

71,441

80,532

Total current assets

118,501

93,245

Total assets

150,837

123,180

Equity

Share capital

Treasury shares

(15,720)

(16,652)

Supplementary capital

78,112

149,590

Employee beneﬁt reserve

29,234

25,749

Retained earnings/(Accumulated losses)

56,225

(39,502)

Total equity

147,852

119,186

Current liabilities

Trade and other payables

1,285

2,294

Other provisions

1,700

Total current liabilities

2,985

3,994

Total equity and liabilities

150,837

123,180

Huuuge, Inc.

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Assets

Total assets increased by USD 27,657 thousand (22.5%), from USD 123,180 thousand as of December 31, 2023, to USD 150,837

thousand as of December 31, 2024. The increase was primarily driven by a rise in dividend receivables, which grew from USD

10,000 thousand to USD 44,864 thousand. As of December 31, 2024, total assets primarily consisted of: (1) cash and cash

equivalents, accounting for 47.4% of total assets (compared to 65.4% as of December 31, 2023), (2) dividend receivable,

making up 29.7% of total assets (compared to 8.1% as of December 31, 2023), (3) investment in subsidiaries, representing

19.2% of total assets (compared to 24.2% as of December 31, 2023).

Liabilities

Total liabilities decreased by USD 1,009 thousand (25.3%), from USD 3,994 thousand as of December 31, 2023, to USD 2,985

thousand as of December 31, 2024. This decrease was mainly due to a reduction in trade and other payables, which fell from

USD 2,294 thousand to USD 1,285 thousand.

Equity

Total equity increased by USD 28,666 thousand (24.1%), from USD 119,186 thousand as of December 31, 2023, to USD 147,852

thousand as of December 31, 2024.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Selected separate statements of cash ﬂows

The following table summarizes selected net cash ﬂows from operating, investing and ﬁnancing activities for the two periods of

twelve months ended December 31, 2024 and December 31, 2023.

in thousand USD

2024

2023

Change

change, %

Cash ﬂows from operating activities

Proﬁt/(loss) before tax

95,938

155,809

(59,871)

-38.4%

Adjustments for:

Revaluation losses on ﬁnancial instruments

3,500

n/a

Impairment of assets and other adjustments

1,953

n/a

Share-based payments - ESOP recharge

from subsidiaries

1,429

n/a

Non-cash employee beneﬁts expense –

share-based payments

618

2,170

(1,552)

-71.5%

Finance (income)/expense, net

(2,380)

(2,805)

425

-15.2%

Depreciation and amortization

(76)

-100.0%

(Proﬁt)/loss on disposal of property, plant

and equipment

(60)

-100.0%

Changes in net working capital:

Trade and other receivables

1,050

(737)

1,787

n/a

Trade and other payables

(1,386)

(1,891)

505

-26.7%

Dividend receivables

(37,662)

(10,000)

(27,662)

276.6%

Provisions

1,700

(1,700)

-100.0%

Other non-ﬁnancial assets

(36)

-100.0%

Cash ﬂows from operating activities

63,060

144,418

(81,358)

-56.3%

Income tax (paid)/received

(681)

(2,326)

1,645

-70.7%

Net cash ﬂows from/(used in) operating

activities

62,379

142,092

(79,713)

-56.1%

Cash ﬂows from investing activities

Long-term investments outﬂows

(4,000)

n/a

Long-term investments inﬂows

318

n/a

Interest received

2,422

2,915

(493)

-16.9%

Net cash ﬂows from investing activities

(1,260)

2,915

(4,175)

n/a

Cash ﬂows from ﬁnancing activities

Repurchase of own shares incl. transaction

costs

(70,455)

(150,985)

80,530

-53.3%

Exercise of stock options

286

470

(184)

-39.1%

Lease repayment

(60)

-100.0%

Net cash ﬂows from ﬁnancing activities

(70,169)

(150,575)

80,406

-53.4%

Net increase/(decrease) in cash and cash

equivalents

(9,050)

(5,568)

(3,482)

62.5%

Effect of exchange rate ﬂuctuations and

accrued interest

(41)

(110)

-62.7%

Cash and cash equivalents at beginning of

the year

80,532

86,210

(5,678)

-6.6%

Cash and cash equivalents at end of the

year

71,441

80,532

(9,091)

-11.3%

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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Cash Flows from Operating Activities

Net cash inﬂows from operating activities for the year ended December 31, 2024, amounted to USD 62,379 thousand,

representing a 56.1% decrease compared to USD 142,092 thousand in FY 2023. The decline was mainly driven by a lower net

proﬁt before tax (USD 95,938 thousand vs. USD 155,809 thousand in 2023), as well as an increase in dividend receivables,

which negatively impacted working capital.

Cash Flows from Investing Activities

Net cash outﬂows from investing activities for the year ended December 31, 2024, amounted to USD 1,260 thousand, compared

to USD 2,915 thousand net inﬂows in FY 2023. The change was mainly due to long-term investment outﬂows of USD 4,000

thousand, partially offset by interest received on cash deposits and money market mutual funds (USD 2,422 thousand in 2024

vs. USD 2,915 thousand in 2023).

Cash Flows from Financing Activities

For the twelve months ended December 31, 2024, the company recorded net cash outﬂows from ﬁnancing activities of USD

70,169 thousand, reﬂecting a 53.4% decrease compared to USD 150,575 thousand in FY 2023. This was primarily due to the

Share Buyback Program executed in May–July 2023, which was signiﬁcantly larger than the USD 70,455 thousand spent on

repurchasing own shares in 2024.

Additionally, cash and cash equivalents at the end of the year decreased by 11.3% YoY, from USD 80,532 thousand in 2023 to

USD 71,441 thousand in 2024.

Intangible assets

In 2024, the Company does not have any key intangible assets.

Information regarding intangible assets is described in Note 9 of the Consolidated Financial Statements for 2024.

Assessment of the possibility of realizing the investment

plans

The Company has a high level of cash and cash equivalents as at December 31, 2024. Therefore the Group is fully capable of

developing the existing product portfolio, creating new games and ﬁnancing any new initiatives. The Company is interested in

acquiring other entities operating on the F2P games market and is capable of obtaining additional ﬁnancing if there is such a

need.

Information on key markets and dependence on customers

and suppliers

In 2024 the Company does not have a supplier or a customer whose share in procurement or sales accounts for at least 10% of

the Company's total revenue. Information on key markets and on dependence on customers and suppliers is described in Note

3 of the Consolidated Financial Statements for 2024.

Signiﬁcant events after the balance sheet date

After December 31, 2024 and up to the date of approval of this Report for publication no signiﬁcant events except the following

have occurred:

Collective redundancies in the Group

As reported in the current report no No. 3/2025 dated January 16, 2025, with reference to current report No. 2/2025 dated

January 9, 2025 regarding a decision on the intention to carry out collective redundancies informed that, in line with the

provisions of the Polish act on the rules for terminating employment relationships with employees for reasons not related to the

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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employees (

ustawa z dnia 13 marca 2003 roku o szczególnych zasadach rozwiązywania z pracownikami stosunków pracy z

przyczyn niedotyczących pracowników

), Huuuge Games sp. z o.o., following a consultation process with the employee

representatives regarding collective redundancies has reached an understanding with the employee representatives regarding

collective redundancies, and has submitted notiﬁcations to the relevant labour oﬃces on January 16, 2025, thereby

commencing the process of collective redundancies.

As of the date of approval of this report for issue, collective redundancies in the Group were mostly completed with a few

exceptions. Simultaneously, the Issuer has decided to dissolve subsidiaries in the Netherlands and Finland. As of the date of

approval of these ﬁnancial statements it is expected that the reduction of employment in the Group will cover 29% persons of

the total headcount of the Group.

The ﬁnal data on the impact of the employment restructuring on the ﬁnancial results of the Group will be presented in the

consolidated Q1 2025 report.

Investment in Empire Games Ltd.

In January 2025 the company made a second tranche payment of USD 500 thousand related to an investment in Empire Games

Ltd. (investment described in Note 10

Long-term investments

to the Consolidated Financial Statements for the year 2024).

Possibility of accomplishing previously published forecasts

The Board of Directors did not publish ﬁnancial forecasts for the Company and the Group for the year 2024.

Financial Instruments

In 2024, the Company did not hold any ﬁnancial instruments exposed to price change risk, credit risk, signiﬁcant cash ﬂow

disruptions, or loss of ﬁnancial liquidity.

Financial risk management

The Company effectively manages its ﬁnancial resources to ensure its ability to meet obligations while minimizing risks.

Liquidity risk is continuously assessed by analyzing cash ﬂow projections and maintaining an optimal structure of current

liabilities. The Group ensures suﬃcient liquidity to meet ﬁnancial commitments under both normal and stressed conditions

without incurring signiﬁcant losses or reputational damage. As of December 31, 2024, and December 31, 2023, the Group had

no outstanding bank loans or loan agreements, minimizing exposure to interest rate risk. Additionally, no signiﬁcant deviations

in projected cash ﬂows are expected, further supporting ﬁnancial stability.

The ﬁnancial risk management section is described in Note 7 to the Consolidated Financial Statements.

Off balance sheet positions

During the reporting periods and till the date of approval this report neither the Group nor individual subsidiaries entered in a

pledge or collateral agreement on the Group’s assets.

Huuuge Global Ltd and Huuuge Games Sp. z o.o. have entered into two agreements for the purpose of conducting forward and

derivative transactions in the future. In one agreement, entities involved are considered joint and several debtors for planned

transactions while in the second agreement, one entity guarantees the obligation of the other. The maximum amount of the

contingency obligation cannot exceed USD 19,080 thousand for both parties. As at December 31, 2024 there were no forward

and derivative transactions concluded.

Structure of the main capital investments or major capital

expenditures

There were no main capital investments or major capital expenditures as of December 31, 2024.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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CORPORATE

GOVERNANCE

STATEMENT

Shares and shareholding structure

Common and preferred stock

Basic information about the stock

Name

Huuuge, Inc.

Short name

HUUUGE

WSE Ticker

Bloomberg Ticker

Reuters Ticker

HUG

HUG PW

HUGP.WA

ISIN

US44853H1086

Number of issued stock

59,984,981

On April 26, 2024, in accordance with Section 243 of the Delaware General Corporation law, the Board of Directors adopted a

resolution on the retirement of 7,139,797 shares of common stock of the Company representing 10.64% of the issued share

capital of the Company comprising of 67,124,778 shares at the time (current report 23/2024 dated April 26, 2024). The shares

that were subject to the retirement were purchased by the Company during the share buyback (described below) with the

intention for the shares to be retired, with the exception to the shares necessary, in the Company’s view, to satisfy its ongoing

needs under the Company’s employee stock option plans. The Company decided to retire all shares acquired during the share

buyback. Effective as of the adoption of the resolution of the Board of Directors, i.e. April 26, 2024, the retired shares resumed the

status of authorized and unissued shares of the common stock of the Company and the Issuer’s issued share capital decreased

from 67,124,778 to 59,984,981 shares.

On July 2, 2024, the Company adopted the Fifth Amended and Restated Certiﬁcate of Incorporation (current report 35/2024

dated July 3, 2024), by which the Company has decreased the number of shares available to be issues to 85,300,474 shares,

are divided into two classes, consisting of (i) 85,300,472 Common Shares of USD 0.00002 par value per share and (ii) two

Preferred Shares of USD 0.00002 par value per share, which shall be divided into two series, consisting of one Series A

Preferred Share of USD 0.00002 par value and one Series B Preferred Share of USD 0.00002 par value.

Within the authorization in the Certiﬁcate of Incorporation, the Board of Directors is authorized to make decisions about issuing

and redeeming Company’s Common Shares.

The Series A Preferred Share is subject to automatic conversion in case the holders of Series A Preferred Shares (i) ceasing to

own, together with its aﬃliates, as least 50% of the aggregate number of Series A Preferred Shares and Common Shares owned

by such holders upon the opening of the ﬁrst day of listing of the Common Shares on the regulated market operated by the

Warsaw Stock Exchange or (ii) transferring all Series A Preferred Shares. The Series B Preferred Share is subject to automatic

conversion in case the holders of Series B Preferred Shares (i) ceasing to own, together with its aﬃliates, as least 10% of the

aggregate number of Series B Preferred Shares and Common Shares owned by such holders upon the opening of the ﬁrst day

of listing of the Common Shares on the regulated market operated by the Warsaw Stock Exchange or (ii) transferring all shares

of Preferred Stock of Series B Preferred Shares.

The Certiﬁcate of Incorporation and Bylaws do not implement any voting limitations as to the performance of voting rights by

holders of any amount of Shares.

The Company’s issued share capital as of date of this Annual Report and approval of this Annual Report for publication

consisted of: (i)

9,984,979 Common Shares with a nominal value of USD 0.00002 each, and (ii) two Preferred Shares with a

nominal value of USD 0.00002 each (Preferred Shares are not admitted to trading on the WSE).

To the best of the Company’s knowledge, as of the date of publication of this Report, the below tables show the shareholders

holding (directly or indirectly through subsidiaries) at least 5% of the total number of votes at the Issuer’s general meeting.

Huuuge, Inc.

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Total number of shares/votes

59,984,981

Shareholder

% of share capital

Votes

% of votes

at the General Meeting

Anton Gauﬃn (through Big Bets OÜ)

18,773,294

31.30

18,773,294

31.30

Raine Group (through RPII HGE LLC)

7,600,966

12.67

7,600,966

12.67

Nationale-Nederlanden FUNDS

5,688,696

9.48

5,688,696

9.48

Huuuge Inc.

3,907,366

6.51

3,907,366

6.51

Others

24,014,659

40.03

24,014,659

40.03

9,984,979 Common Shares are introduced to public trading on the Warsaw Stock Exchange as of the date of approval of this Annual Report for

publication. Moreover, two shares of the Company are Preferred Shares and have not been introduced to public trading.

including one Preferred Share;

Number of shares from the notiﬁcation dated May 4, 2022, published in current report No. 19/2022, share in the capital and voting rights

according to the Company’s calculations as of the date of approval of the Report.

The Company may not exercise voting rights from treasury shares in accordance with the law of the State of Delaware.

Each holder of Common Shares, as such, and each holder of Preferred Shares, are entitled to one vote for each Common Share

or Preferred Share, respectively. There are no restrictions on the exercise of voting rights. Unless otherwise expressly required

by law or stipulated in the Certiﬁcate of Incorporation, the holders of Common Shares and Preferred Shares vote together as a

single class on all matters submitted to a shareholder vote. The Certiﬁcate of Incorporation and the Bylaws do not stipulate any

restrictions on the transfer of ownership of the Company’s securities.

Share Buyback

As reported in the current report no. 21/2024 dated April 23, 2024, as a result of the settlement of the acquisition and transfer

of ownership of the shares offered in response to a time-limited invitation to submit to the Company sale offers relating to

shares in the Company, at a pre-determined and ﬁxed price per share, open to all shareholders of the Company (the "Invitation")

(the "SBB") announced by the Company on March 14, 2024 in the current report no. 12/2024, the Company acquired 7,139,797

of its common shares that represented at the time 10.64% of the share capital of the Company at the time (current report

23/2024 dated April 26. 2024)for a total consideration of USD 69,999,998.

The settlement of the SBB took place on April 23, 2024 (the "Settlement Date") outside the organized system of trading in

ﬁnancial instruments through IPOPEMA Securities S.A. The acquisition was made at a gross price of USD 9.8042 per share.

Amounts due to investors, after withholding of applicable taxes, have been converted from USD to PLN in accordance with the

interbank exchange rate applicable as at April 22, 2024 (as the day preceding the Settlement Date), which was 4.05.

The shares were acquired on the basis of the Company's Board of Directors resolution dated March 14, 2024 launching the

acquisition of the Company's common shares listed on the Warsaw Stock Exchange by way of a time-limited Invitation to Sell,

establishing detailed conditions and procedures for participation in and execution of the SBB.

Treasury Shares

As at December 31, 2023, the Company held 4,147,628 Treasury Shares.

As described above, the Company acquired 7,139,797 common shares in the SBB and all the acquired shares were retired on

April 26, 2024 in accordance with Section 243 of the Delaware General Corporation law.

Over the course of 2024, a total of 232,346 of the Company’s Treasury Shares were allocated for the exercise of employee stock

options and delivered.

Accordingly, as of December 31, 2024, the number of Treasury Shares held by the Company amounted to 3,915,282 with total

par value of USD 78.31 and representing 6.53% of the share capital of the Company issued at the time.

On March 10, 2025, the Company’s Board of Directors approved allocation of up to 7,916 Treasury Shares for the exercise of

employee stock options (all were exercised and delivered by the date of approval of this Report for publication).

Huuuge, Inc.

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As of the date of approval of this Annual Report for publication, the number of Treasury Shares held by the Issuer amounted to

3,907,366 with total par value of USD 78.15 and representing 6.51% of the share capital of the Company.

For more detailed information regarding share capital please see Note 13 Share Capital in the Annual Consolidated Financial

Statements.

Identiﬁcation of holders of any securities that grant special control rights, along with a description of these rights

The Company issued two Preferred Shares: one Series A Preferred Share to RPII HGE LLC and one Series B Preferred Share to

Big Bets OÜ (controlled by Anton Gauﬃn). The Preferred Shares, respectively, give RPII HGE LLC the right to appoint one

director of the Company and Big Bets OÜ the right to appoint two directors of the Company, provided that one such director, to

be approved, will be Anton Gauﬃn.

Indication of any restrictions on voting rights, such as limitations on the exercise of voting rights by holders of a speciﬁc

portion or number of votes, time restrictions concerning the exercise of voting rights, or provisions according to which capital

rights associated with securities are separated from the ownership of securities

Each holder of Common Shares and each holder of Preferred Shares is entitled to one vote for each Common Share and each

Preferred Share respectively. There are no restrictions regarding the exercise of voting rights. Unless otherwise provided by law

or the Company's Articles of Incorporation, holders of Common Shares and Preferred Shares vote together as a single class on

all matters submitted to shareholders' vote.

Indication of any restrictions on the transfer of ownership rights to the issuer's securities

The Articles of Incorporation and the Company's Bylaws do not impose any restrictions on the transfer of ownership of the

Company's securities.

Share option plans

As at December 31, 2024 the Company had two equity-settled share option programs. The ﬁrst share option program (the

employee share option plan) was established by our Board of Directors on April 3, 2015 and the second on October 19, 2019.

(Both plans have been further developed and amended by the Board, within its powers under the Company’s governing

documents and the terms of the respective plans). The programs entitle Company oﬃcers, employees and some consultants of

the Company and its Subsidiaries to purchase shares in the Company at a speciﬁed price. Each option gives the right to acquire

one Common Share in the Company.

The vesting condition of both 2015 Stock Option Plan and 2019 Stock Option Plan programs is to provide the service

continuously for at least 4 years from the grant date. Generally, the prevailing vesting schedule applicable to grants under both

programs stipulates that either:

- the ﬁrst 25% of options vest following 12 months of continuous service beginning on the vesting commencement date.

Subsequently, 1/36 of the remaining options vest and become exercisable for each consecutive month of continuous service,

- 1/48th of the total option shares vest and become exercisable for each consecutive month of continuous service.

The Company has introduced performance conditions to the options granted under 2019 Stock Option Plan to the senior

management of the Company in 2023 that condition exercising the options on reaching speciﬁc ﬁnancial metrics and price of

the Company’s common shares at the Warsaw Stock Exchange.

For further details of the programs, please refer to Note 14 Share-based payment arrangements in the Consolidated Financial

Statements. The Company’s equity-settled share option programs are managed, approved and supervised by the Board of

Directors.

Dividend policy

The Company has no dividend policy. The Board of Directors may from time to time declare dividends out of the Company’s

surplus cash ﬂows and may, subject to the provisions of the Bylaws and the Certiﬁcate of Incorporation, set dates for the

declaration and payment thereof. No dividend is payable other than in accordance with the applicable provisions of Delaware

law. The General Meeting does not adopt resolutions regarding the distribution of proﬁts and the payment of dividends.

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The Board of Directors has not made any decision regarding the payment of dividends or the value thereof, if any, during the

reporting period.

The Board of Directors may decide not to pay dividends in the future. This might happen especially if unexpected events occur

that would change the view of the Board of Directors as to the prudent level of cash and capital conservation as well as the

Company’s ﬁnancial goals and strategy.

Pursuant to the Certiﬁcate of Incorporation, all common shares are 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 of the Company’s legally available assets.

General Meetings

Convening a General Meeting

Pursuant to the Bylaws, the date and time of a General Meeting are determined by the Board of Directors, for the purpose of

electing directors and for transaction of other business. The Chairman of the Board or the Chief Executive Oﬃcer may call a

Special General Meeting at the written request of the Company’s shareholders owning shares representing at least 10% of the

voting rights.

Upon the request to convene such a meeting, the Board of Directors determines the date, time and place, if any, of such

meeting, which must be scheduled not less than thirty (30) days and not more than ninety (90) days after the Secretary receives

the said request. The Secretary prepares the relevant notiﬁcation. No business may be discussed at a Special General Meeting

other than that speciﬁed in the notice to the shareholders.

A Special General Meeting may only discuss such business as has been included on the agenda by the Board of Directors,

Chairman of the Board, the Chief Executive Oﬃcer or the President, or included in the notice sent out at the shareholders’

written request as described above.

Notice of a General Meeting

Pursuant to the Bylaws, whenever shareholders are required or permitted to take any action at a meeting, a timely notice will be

mailed or transmitted electronically by the Secretary to each shareholder of record entitled to vote in accordance with the

records as at the record date for the meeting. Unless otherwise stipulated by the Certiﬁcate of Incorporation or the applicable

laws, notice of a meeting should be given not less than ten (10) or more than sixty (60) days before the date of the meeting to

each shareholder entitled to vote at such meeting.

In addition, notices of all General Meetings, either Annual General Meeting and Special General Meeting, are published in a

current report in accordance with relevant reporting requirements applicable to a company listed on the WSE and on our

Investor Relations website at ir.huuugegames.com, indicating, among others, a record date and all information relevant for

participation and voting at such General Meeting not later than on such record date.

Quorum

Pursuant to the Bylaws, unless otherwise stipulated by law or by the Certiﬁcate of Incorporation, at all general meetings (annual

or special), a quorum requires the presence, either in person or by proxy, of holders of at least one-third of the voting rights

associated with the issued and outstanding shares entitled to vote. The majority of the votes cast is decisive for passing or

rejecting a resolution.

Voting and proxies

As at the date of approval of this Report for publication, the Company’s outstanding share capital consists of:

59,984,981

Common Shares and two Preferred Shares. Each Common Share and each Preferred Share carries one vote. Unless otherwise

expressly required by law or stipulated in the Certiﬁcate of Incorporation, both the holders of Common Shares and of Preferred

Shares shall vote together as a single class on all matters submitted to a shareholders’ vote.

Powers of the General Meeting

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The General Meeting has the power to elect directors (other than those directors elected by the holders of the Preferred Shares,

and notwithstanding the Board of Directors’ power to ﬁll vacancies in the Board of Directors).

Pursuant to the Certiﬁcate of Incorporation, any amendment, alteration, or repeal of the provisions in the Certiﬁcate of

Incorporation or Bylaws concerning: (a) the right of the holders of 10% of the total votes to request convening a General

Meeting, (b) the quorum required at a General Meeting, (c) the number of Directors, their term of oﬃce, appointment and

dismissal, and independence criteria, and (d) the Audit Committee (except for any amendment required under the applicable

law), shall in each case be approved by an aﬃrmative vote of the holders of the majority of the outstanding shares carrying

voting rights.

Annual General Meeting of Shareholders

On June 18, 2024, the Annual General Meeting of Shareholders was held, during which the members of the Board of Directors

were re-elected, Paragraph 4.1 of Article IV of the Fourth Amended and Restated Articles of Incorporation of the Company was

amended in its entirety, and Article VII of the Fourth Amended and Restated Articles of Incorporation of the Company was

amended in its entirety, as detailed in current report No. 31/2024 dated June 18, 2024. The Secretary of State of Delaware

registered the amendments to the Issuer's Articles of Incorporation on July 2, 2024, and the amendments became effective on

that date, as indicated in current report No. 35/2024 dated July 3, 2024.

Rules for Amending the Issuer's Certiﬁcate of Incorporation

The Company's Certiﬁcate of Incorporation may be amended or repealed in a manner permitted by Delaware law, with all rights

granted to shareholders being recognized subject to this provision. According to the Certiﬁcate of Incorporation, the following

provisions of the Certiﬁcate of Incorporation may be amended, modiﬁed, repealed, or canceled, in whole or in part, only by the

votes of holders of not less than 66 and 2/3% of the Company's outstanding voting shares, present in person or by proxy: Article

V, Article VI, Article VII, Article VIII, Article IX, Article X, and Article XI.

The Company's Board of Directors is authorized to adopt, amend, or repeal the Bylaws without shareholder consent or voting.

The Company's shareholders may amend, modify, repeal, or cancel, in whole or in part, any provision of the Bylaws or adopt any

provision inconsistent therewith by votes representing not less than 66 and 2/3% of the Company's outstanding voting shares.

If at least one Series A Preferred Share or Series B Preferred Share has been issued and remains outstanding, the Company

may not amend, modify, or repeal any provisions of the Certiﬁcate of Incorporation or Bylaws concerning the rights of Series A

Preferred Share holders or Series B Preferred Share holders without written consent or "for" votes from holders of at least a

majority of the currently outstanding Series A Preferred Shares and Series B Preferred Shares, respectively.

Board of Directors

Appointment of the Board of Directors

The Board of Directors consists of ﬁve (5) Directors, of which: (i) one (1) director (the “

Series A Director

”) is elected by holders

of the majority of outstanding Series A Preferred Shares carrying voting rights by submitting to the Board of Directors written

consent signed by holders of the majority of the Series A Preferred Shares, (ii) two (2) Directors (the “

Series B Directors

”), are

elected by the holders of the majority of outstanding Series B Preferred Shares entitled to vote at such a meeting by providing

the Board of Directors with written consent signed by holders of the majority of the Series B Preferred Shares, provided that one

such Series B Director, to be qualiﬁed, shall be Anton Gauﬃn, and (iii) the remaining Directors are elected by the holders of

Common Shares. At least two out of the ﬁve persons must meet the independence criteria adopted or accepted by the WSE,

including the criteria referred to in Annex II to the European Commission recommendation of February 15, 2005, on the role of

non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.

In accordance with the Certiﬁcate of Incorporation, any Director elected, as stipulated above, by holders of Series A Preferred

Shares or Series B Preferred Shares may be removed without cause, exclusively by an aﬃrmative vote of the holders of the

majority of the outstanding Series A Preferred Shares or Series B Preferred Shares respectively, acting as a separate class,

either at an Special General Meeting duly called for that purpose or pursuant to the written consent of such shareholders. In

addition, in accordance with the applicable law, any director so elected may be removed with cause by the majority of holders of

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shares carrying the respective voting rights. The Series A Director or Series B Director(s) may not be appointed by shareholders

of the Company other than by holders of Series A Preferred Shares or Series B Preferred Shares respectively. Any director (other

than a Series A Director or Series B Director) may be removed at any time without cause by an aﬃrmative vote of the holders of

the majority of outstanding Common Shares entitled to vote thereon, voting together as a single class. In addition, in

accordance with the applicable law, any director (other than a Series A Director or Series B Director) may be removed with

cause by the majority in votes cast by the holders of shares carrying the respective voting rights.

In accordance with the Bylaws, subject to the provisions of the Delaware General Corporation Law and the restrictions

contained in the Certiﬁcate of Incorporation or the Bylaws themselves, relating to an act requiring the approval of the

shareholders or the votes of the outstanding shares, the business and affairs of the Corporation are managed and all corporate

powers are exercised by the Board of Directors or a designated entity under its direction. The Board of Directors decides on the

issuance or repurchase of shares within the authorization given in the Certiﬁcate of Incorporation.

The Board of Directors currently consists of ﬁve (5) persons elected at the Annual General Meeting dated June 18, 2024, for a

term of oﬃce ending on the date of the following Annual General Meeting or on the date of election of a replacement director or

on a director’s earlier resignation or dismissal.

The following table includes information about acting members of the Board of Directors as at the date of approval of this

Report for publication.

Name

Function

Year of appointment for the

current term of oﬃce

Year of expiry of the term of

oﬃce

Anton Gauﬃn

Executive Chairman of the

Board & Executive Director

2024

2025

Henric Suuronen

Non-executive Director

2024

2025

John Salter

Non-executive Director

2024

2025

Krzysztof Kaczmarczyk

Non-executive Director

(independent)

2024

2025

Tom Jacobsson

Non-executive Director

(independent)

2024

2025

Until June 18, 2024, the Board of Directors consisted of the following members:

Anton Gauﬃn, Tom Jacobsson, Krzysztof

Kaczmarczyk, John Salter and Henric Suuronen

At the Company’s Annual General Meeting held on

June 18, 2024

, the holder of

the single Company’s Preferred Series A Share elected John Salter for an additional term of oﬃce, the holder of the single

Company’s Preferred Series B Share elected Anton Gauﬃn and Henric Suuronen for an additional term of oﬃce, and the holders

of the Company’s Common Shares elected Krzysztof Kaczmarczyk and Tom Jacobsson, each to serve as directors until the

next Annual General Meeting or until such directors’ successors are duly elected and unless any of the directors dies, resigns, is

dismissed or retires earlier.

Two members of the Company’s Board of Directors - Krzysztof Kaczmarczyk and Tom Jacobsson - meet the statutory criteria

for independence in accordance with the criteria listed in the Act of May 11, 2017, on statutory auditors, audit ﬁrms, and public

oversight.

The Board of Directors supervises the preparation of the Group’s consolidated ﬁnancial statements and is required to ensure

that the Group’s consolidated ﬁnancial statements and the business statements comply with legal requirements. The Chief

Executive Oﬃcer approves and signs the Group’s consolidated ﬁnancial statements. Substantially the same procedures apply to

the Company’s separate ﬁnancial statements.

Agreements with the Board of Directors

Except for the transactions mentioned below, remuneration for the year ended December 31, 2024 of the members of the Board

of Directors and share options owned by members of the Board of Directors and the reimbursement of travel expenses and

accommodation costs incurred by board members related to their work, there were no other transactions between the Issuer

and members of the Board of Directors.

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Name

Function

Cash

compensation

(USD thousand)

Share-based payment

Anton Gauﬃn

Executive Chairman of the Board

501

206

Henric Suuronen

Non-executive director

John Salter

Non-executive director

Rod Cousens

Non-executive director

Krzysztof Kaczmarczyk

Non-executive director (independent)

Tom Jacobsson

Non-executive director (independent)

Total

884

206

Amounts of remuneration and beneﬁts in kind of members of the Board of Directors

Costs of remuneration (including accrued bonuses) of members of the Board of Directors amounted to USD 884 thousand for

the year ended December 31, 2024. The Company has no formal rules for the payment of cash bonuses to members of the

Board of Directors; all such bonuses are paid on a discretionary basis.

All agreements between the Company and members of the Board of Directors providing for compensation in case of their

resignation or revocation without cause

The letter of appointment for Anton Gauﬃn provides for a 12-month notice period. If the Company wishes to terminate the

appointment without the notice period, Anton Gauﬃn will be entitled to the equivalent of 12-month remuneration, which, at the

time of approval of this Report for publication, amounts to USD 150,000.

Shares or share options held by members of the Board of Directors

The table below presents the number of shares and share options held by members of the Board of Directors as of the date of

approval of this Report for publication:

Name

Function

Common Shares

Share Options

Outstanding

Anton Gauﬃn (through Big Bets OÜ)

Executive Chairman of the Board

and Executive Director

18,773,294

425,000

Henric Suuronen

Non-Executive Director

1,673,610

Mr. Anton Gauﬃn, holding the positions of the Executive Chairman of the Board and Executive Director of the Company (and

President and Chief Executive Oﬃcer of the Company until September 18, 2023) was granted with 500,000 share options in

total, out of which 75,000 had a vesting condition to provide the service continuously for about four years from the service

commencement date and to meet 2021 EBITDA target. These options were forfeited in 2022 as the performance condition was

not met.

Information on agreements known to the Company, including those concluded after the balance sheet date, that may result in

future changes in the proportion of shares held by the existing shareholders

The Company is not aware of any agreements that may result in future changes in the proportion of shares held by the existing

shareholders, except for possible changes in the proportion of shares resulting from equity-settled share option programs in the

Company.

Anton Gauﬃn also holds one Series B Preferred Share through Big Bets OÜ.

Between January 1, 2023 and March 7, 2023 Mr. Rod Cousens was also a member of the Executive Management Team and served as Co-Chief

Executive Oﬃcer. Mr. Rod Cousens was not re-elected for another term of oﬃce and, accordingly, he ceased to hold a seat in the Board of

Directors on October 27, 2023.

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Information on all liabilities arising from pensions

In 2024 and until the date of approval of this Report for publication, there were no liabilities arising from pensions and beneﬁts

of a similar nature for former managing, supervising or former members of administrative bodies, and no liabilities were

incurred in connection with those pensions.

Information on agreements concluded between the Issuer and board members

In 2024, the Issuer did not enter into any agreements with board members.

Information on the control system for employee share schemes

The existing employee stock option programs were established based on resolutions of the General Meeting. The company

maintains records and controls both of the employee stock option programs in force within the company using a dedicated

platform provided by a third party. The company continuously supervises the options exercised and shares issued under the

employee stock option programs. All grants and transfer of the Issuer’s shares are performed based on speciﬁc resolutions of

the Board.

Committees

The Board of Directors has established the following committees: the Audit Committee and the Remuneration and Nomination

Committee.

Audit Committee

The Board of Directors has appointed from among its members the following persons to the Audit Committee:

●

Mr Krzysztof Kaczmarczyk (Chairman of the Audit Committee);

●

Mr Tom Jacobsson; and

●

Mr John Salter.

Krzysztof Kaczmarczyk is the member of the Audit Committee with knowledge and skills in accounting and ﬁnance, and Tom

Jacobsson is the member of the Audit Committee with knowledge and skills in the industry in which the Company operates.

Both members of the Committee meet the statutory criteria for independence in accordance with the criteria in accordance

with the criteria listed in the Act of May 11, 2017, on statutory auditors, audit ﬁrms, and public oversight.

The Audit Committee is responsible for supervising the Company’s ﬁnancial matters and monitoring the implementation and

maintenance of internal control, risk management, compliance and internal audit systems in the Company. Its scope of activity

includes advising and consulting on ﬁnancial reporting and auditing ﬁnancial statements by a statutory auditor, which

constitute actions in the competences of the Board of Directors.

On February 6, 2024, the Board selected Ernst & Young Audyt Polska sp. z o.o. sp. k. as the auditor to examine the consolidated

ﬁnancial statement and the individual ﬁnancial statement of the Company for the annual periods from January 1, 2024, to

December 31, 2027 ("audit ﬁrm").

The audit ﬁrm conducting the audit, entities aﬃliated with this audit ﬁrm, and members of the audit ﬁrm's network are

independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including the

International Independence Standards) issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as

adopted by resolution of the National Council of Statutory Auditors. During the audit, the key statutory auditor and the audit ﬁrm

remained independent of the Group in accordance with the independence requirements set forth in the Act on Statutory

Auditors.

In 2024, the audit ﬁrm did not provide any non-audit services. On January 7, 2025, the Audit Committee approved the provision

of certain services by speciﬁed entities belonging to the auditor's network. Before adopting the resolution, the Audit Committee

analyzed the provision of permitted non-audit services by the audit ﬁrm, aﬃliated entities, or members of the audit ﬁrm’s

network in accordance with the Company’s Policy on Non-Audit Services and determined that the provision of such services

would not impact the auditor's independence.

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Accordingly, the Company has implemented a Policy for the Selection of the Audit Firm to Conduct the Audit and a Policy on the

Provision of Permitted Non-Audit Services by the Audit Firm, its Aﬃliates, and Network Members. These documents deﬁne the

guidelines and principles that the Audit Committee and the Board of Directors should follow when selecting an audit ﬁrm. Key

principles and guidelines of these Policies include, among others:

●

knowledge of the Company’s industry and business speciﬁcs,

●

ability to provide the full range of services required by the Company (audit of individual ﬁnancial statements, audits of

consolidated ﬁnancial statements, interim reviews),

●

pricing for the services provided,

●

previous cooperation of the audit entity with the Company,

●

coverage of audit services by audit ﬁrms from the international network for Huuuge Group entities operating outside

of Poland.

The Policy concerning the provision of additional services by the audit ﬁrm, its aﬃliates, or network members assumes that

neither the statutory auditor or audit ﬁrm conducting the audit, nor any of its aﬃliated entities or network members, may

provide—either directly or indirectly—any prohibited non-audit services to the audited entity, its parent company, or its controlled

entities. All services provided by the audit ﬁrm or aﬃliated entities must ﬁrst undergo a risk and independence assessment by

the Audit Committee.

Tom Jacobsson Non-executive director, independent

Tom Jacobsson is a veteran digital business entrepreneur with over 25 years of experience in helping products and businesses

succeed through winning culture, design thinking, lean start-up philosophy and agile development. In previous roles, Tom built

global infrastructure products and mobile technology as 3G System Program Manager for Nokia, ran Nokia's mobile chipset

strategy and planning from single source vendor to multi-source, acted as a turnaround CEO for small and midsize digital

companies and worked with companies on public listings. Presently, he is the CEO of Dunning, Kruger & Associates, a full-stack

digital product company which he co-founded in 2017 and which merged to the North Alliance family in 2021.

Krzysztof Kaczmarczyk, Non-executive director, independent

Krzysztof Kaczmarczyk is an independent member of supervisory boards of companies listed on the Warsaw Stock Exchange.

He has gained over 15 years of supervisory experience sitting on the supervisory boards of more than 40 companies.

Simultaneously, he served as a member or chairman of audit committees of more than 20 companies listed on the WSE. In

1999–2008, he worked for Deutsche Bank in Poland, where he served as Deputy Director of the Stock Market Analysis

Department and Stock Market Analyst for the Central and Eastern European Region. From 2008 to 2010, he held various

management positions within the TP Group (Orange). In 2010–2011, he worked for the Swiss investment bank Credit Suisse in

Poland. In 2012–2015, he held the position of vice-president of the Management Board for Strategy and Business Development

in Emitel, a leading terrestrial radio and television network operator in Poland. From 2016 to 2019, he worked as a strategy

advisor to the Management Board of KGHM Polska Miedź S.A. (a leading mining company in the world). From 2021, he holds

the position of president of the Management Board of Mabion S.A., a biotechnology company (listed on the Warsaw Stock

Exchange). He is a graduate of the Warsaw School of Economics with a degree in ﬁnance and accounting.

In 2024, the Audit Committee of the Board of Directors held four (4) meetings.

Remuneration and Nomination Committee

The Board of Directors has appointed from among its members the following persons to the Remuneration and Nomination

Committee:

●

Mr Krzysztof

Kaczmarczyk (Chairman of the Remuneration and Nomination and Remuneration Committee);

●

Mr Tom Jacobsson; and

●

Mr John Salter.

The tasks of the Remuneration and Nomination Committee consist of (a) preparing and periodically reviewing the Group’s

compensation policy and principles, the performance criteria related to compensation and a periodical review of their

implementation, as well as submitting proposals and recommendations to the Board of Directors, and (b) preparing all relevant

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decisions of the Board of Directors concerning the nomination of members of the Issuer’s Board of Directors, as well as

submitting proposals and recommendations to the Board of Directors.

Oﬃcers; Executive management

Oﬃcers; Composition of the executive management and division of responsibilities

Chief Executive Oﬃcer and Executive Team

The Chief Executive Oﬃcer (“

CEO

”) is responsible for supervising, directing, and controlling the business of the Company and

sees that all orders and resolutions of the Board of Directors come into effect. The Chief Executive Oﬃcer, together with any

President, also performs all duties incidental to this oﬃce that may be required by law and all such other duties as are set out

for him or her by the Board of Directors or the Bylaws.

On September 18, 2023 Mr. Anton Gauﬃn stepped down from the position of President and CEO of the Company and was

appointed as the Executive Chairman of the Board while still remaining an executive director of the Company. On the same date,

Mr. Wojciech Wronowski, who was thus far serving as the Chief Operating Oﬃcer (not being a formal oﬃcer of the Company),

was appointed a formal oﬃcer of the Company, namely the Chief Executive Oﬃcer.

Upon the initiative of the CEO the Executive Team (not a formal body of the Company) has been appointed to assist the CEO in

planning and managing operations, as well as preparing matters for discussion by the Board of Directors. Executive Team

meetings are convened by the CEO on a regular basis and the CEO serves as the chair of the Executive Team. The Executive

Team prepares the Huuuge Group’s strategic and annual planning, supervises the implementation of plans and ﬁnancial

reporting, and assists in processes related to signiﬁcant investments as well as mergers and acquisitions.

The composition of the Executive Team is as follows as of the approval of this Report for publication:

●

Wojciech Wronowski, Chief Executive Oﬃcer;

●

Erik Duindam, President and Chief Operating Oﬃcer;

●

Maciej Hebda, Executive Vice President of Finance.

There were no changes in the Executive Team during 2024. Biographies of the members of the Executive Team are posted on

our website ir.huuugegames.com.

President and Chief Operating Oﬃcer

Subject to the supervisory powers of the CEO (if the CEO is an oﬃcer other than the President), and subject to such supervisory

powers and authority as may be granted by the Board of Directors to the Chairman of the Board, and/or to any other oﬃcer, the

President has general powers of supervision, direction, and control of the business of Huuuge, Inc. and sees that all orders and

resolutions of the Board of Directors come into effect.

The Chief Operating Oﬃcer (“

COO

”) is responsible for the day-to-day operations and administrative functions of a company.

This includes overseeing various departments, ensuring smooth workﬂow, driving operational eﬃciencies, and implementing

strategies to improve business performance.

On September 18, 2023, Mr. Erik Duindam, who was thus far serving as the Chief Technology Oﬃcer (not being a formal oﬃcer

of the Company), was appointed the President and Chief Operating Oﬃcer.

Treasurer

The Treasurer keeps and maintains, or causes to be kept and maintained, adequate and correct books and records of accounts

of the properties and business transactions of the Company. The Treasurer deposits the funds of the Company in its name and

to its beneﬁt and disburses such funds as may be directed by the Board of Directors. He or she provides to the Chairman of the

Board, the Chief Executive Oﬃcer and to the Board of Directors, whenever requested, an overview of the ﬁnancial condition of

the Company and of his or her transactions as Treasurer. He or she performs all duties relevant for the Treasurer and such

other duties as may be set out by the Board of Directors, the Chief Executive Oﬃcer or the Bylaws.

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On September 18, 2023

Mr. Marek Chwałek, who was serving as Executive Vice President of Finance (not being a formal oﬃcer

of the Company), was appointed the Treasurer. On April 1, 2025, Mr. Maciej Hebda replaced Mr. Marek Chwałek as the Treasurer

(current report 5/2025).

Secretary

The Secretary attends all sessions and keeps minutes of all meetings and records all votes of the Board of Directors, the

stockholders, and any standing committee, in the relevant books provided for that purpose, maintains the Company’s books,

records and stock registers, and certiﬁes the Company’s records. He or she ensures the giving and serving of all notices of

meetings of the stockholders and of the Board of Directors. He or she performs all duties relevant for the Secretary and such

other duties as may be set out by the Board of Directors, the Chief Executive Oﬃcer, by the President or by the Bylaws.

On September 18, 2023, Ms Monika Kierepa, who served as the Company’s General Counsel at the time was appointed as the

Secretary.

Diversity Policy

In 2022, the Company established an internal working group responsible for discussing issues related to Diversity, Equity, and

Inclusion, including in the context of remuneration. One of the tasks of the working group is to develop a diversity policy for the

entire Group, and as of the date of approval of this Report for publication, the policy is being developed.

Auditor

As announced in our Current Report 9/2024 dated February 6, 2024, the Board of Directors appointed Ernst & Young Audyt

Polska spółka z ograniczoną odpowiedzialnością sp. k. (“

EY Poland

”) as auditor for audit of the consolidated ﬁnancial

statements and the separate ﬁnancial statements of the Company for the annual periods from January 1, 2024 to December

31, 2027.

The agreement with EY Poland was concluded on February 6, 2024, and covers the audit by EY Poland of the consolidated

ﬁnancial statements of the Issuer’s Capital Group and the standalone ﬁnancial statements of the Issuer for the annual periods

from January 1, 2024, to December 31, 2027, as well as the review of interim consolidated ﬁnancial statements of the Issuer’s

Capital Group and standalone ﬁnancial statements of the Issuer for the reporting periods from January 1, 2024, to June 30,

2027.

The services provided by EY Poland to the Company in 2024 included audit services, including standard tax compliance

services.

2024

2023

Audit of the annual standalone ﬁnancial statements of Huuuge, Inc.

47,000

11,550

Audit of the annual consolidated ﬁnancial statements of the Huuuge Group

126,000

151,200

Review of the semi-annual ﬁnancial statements of Huuuge, Inc.

18,000

59,850

Review of the semi-annual consolidated ﬁnancial statements of the Huuuge

Group

46,000

Other services

187,220

72,976

Risk factors

The identiﬁcation of risk factors takes place on the basis of the implemented risk management system. The risk management

process has been formally established in the organization based on the Risk Management Policy.

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The risk management process includes:

●

risk identiﬁcation;

●

risk analysis (description and assessment);

●

risk evaluation;

●

risk mitigation;

●

risk monitoring and reporting.

The most important goals of the Risk Management System include:

●

identiﬁcation, analysis, assessment and evaluation of risks;

●

improvement of coherence of the approach to risk management;

●

ensuring comparability of risks occurring in different areas of organization;

●

creating a correlation between the operational and strategic level of risk management;

●

reducing the impact of adverse incidents;

●

better preparation for adverse incidents and minimization of losses caused thereby.

All employees of the organization are involved in the risk management process. The most important functions are performed

by the Board of Directors, Audit Committee, Executive Management, Risk Oﬃcer and Risk Owners.

Determination and concise naming of the most important occurring or possible events or phenomena threatening or affecting

the implementation of the goals of Huuuge Group.

Risk assessment facilitates determining the probability and impact of a risk in relation to selected scenarios (based on the

causes and results indicated in the risk analysis). The assessment is performed on the basis of deﬁned scales. The

descriptions included therein are of an auxiliary nature and, in the case of any doubts, the score of the assessment shall have

priority.

Risk evaluation compares the risk value with the previously assumed criteria, as well as identifying risks requiring the

implementation of mitigation plans.

At the time of the publication of this report, the following material risk factors have been identiﬁed. However, the risk factors

and uncertainties described below by the Group are not the only risk factors the Group faces. Additional risks and uncertainties

that the Group is not aware of or currently considers to be insigniﬁcant may also have a signiﬁcant adverse effect on the

business, ﬁnancial condition and operational results and prospects of the Group.

If we are unable to successfully attract new players or if we lose our current players, our business could be negatively

affected. We rely on purchases from a small percentage of our players for nearly all of our revenue. If we are unable to entice

players to make in-app purchases or engage with our games in ways that generate revenue, our business could be negatively

affected.

Our business depends on developing and publishing games that players download and spend time and money playing. The

nature of our industry is that we develop and test hundreds of ideas and games, but subsequently focus only on the titles or

features that exhibit the most promising key performance indicators (“KPIs”). Only a handful of our games make it to soft

launch and even fewer progress to full launch and scaling. We cannot guarantee that high-quality games, even if favorably

reviewed by players, will become “hits”. Our new games may also attract players away from our existing games, especially when

they provide similar gameplay features with an upgraded user interface or new social elements. Furthermore, we cannot ensure

that new features or upgrades to our existing games will attract new players or allow us to retain existing ones.

The growth of our business largely depends upon our ability to attract new players to our existing and new games, as well as on

retaining existing players of our games. Our success in doing so is conditional in part on unpredictable and volatile factors

beyond our control, including customer preferences, competing games, the popularity of other forms of entertainment and

economic conditions adversely affecting consumer spending. Achieving growth in our community of players may also require

us to increasingly engage in sophisticated and costly sales and marketing efforts that may not result in additional players.

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Currently, we derive 99% of our revenue from in-app purchases. As our games are available to players for free, we generate

revenue from them only if they make in-app purchases above and beyond the level of free features provided as part of the

game, e.g., they purchase virtual currency beyond the amount made available for free, or if they otherwise engage with our

games in ways generating revenue. If we fail to offer games that entice players to make in-app purchases or if we fail to

properly manage the economics of free versus paid currency, or if we fail to entice players to engage with our games in ways

generating revenue, this could materially and adversely affect our business, operating results and ﬁnancial condition.

We rely on a small percentage of our players for nearly all of our revenue. However, we lose paying players in the ordinary

course of business, and they may stop making purchases in our games or playing our games altogether at any time. In order to

sustain or increase our revenue levels, we must attract new paying players or increase monetization across the current player

base. To retain paying players, we must devote signiﬁcant resources to, for example, marketing and data analytics, in order to

individualize offers provided to our players so that the games they play retain their interest and attract them to our other games.

Measurement of marketing performance has deteriorated signiﬁcantly with the depreciation of the IDFA (Apple’s ID For

Advertisers). This has made it more challenging to acquire the right proﬁle of a player, thereby negatively affecting our ability to

undertake large-scale user acquisition and maintain existing campaign performance and payback periods. In response, we have

been actively lowering spend levels to maintain and/or improve our payback periods. This has had an impact on our revenue

dynamics. Whilst IDFA changes were introduced in April 2021 with iOS 14.5, the ATT framework was present on a majority of

iOS devices only from H2 2021 onwards. Although these changes continue to impact the performance marketing environment,

we have adapted our strategy and levels of marketing spend in order to minimize this impact..

Revenue concentration in a small number of games

The majority of our revenue is generated by a small number of our games, which could negatively affect our business. We

expect that this concentration will continue in the future. For example, our most popular games generating the highest revenue

are Huuuge Casino and Billionaire Casino. These top two franchises historically have contributed the majority of our revenue,

accounting for 98% of our revenue in 2024, 96% of our revenue in 2023. If we are unable to diversify our portfolio of games in

the long run and increase the popularity and improve the monetization of our existing games or the games we develop in the

future, it could have a material adverse effect on our business, operating results and ﬁnancial condition.

Dependence on third parties’ services

We rely, to varying degrees, on a number of third-party vendors, service providers and game developers, as well as strategic

partners, to eﬃciently operate our business, develop games and meet the expectations of our players. In particular, some

elements of the provision and distribution chain of our gaming services are operated by third parties we do not control and

which it would take signiﬁcant time to replace. This dependence is expected to continue.

We are highly dependent on distribution platforms when offering our games to players. Any adverse changes in our existing

arrangements with these third parties, including an inability to fulﬁll their obligations in a timely manner or an inability to enter

into or renew arrangements on favorable terms, if at all, could reduce the quality, revenue or availability of our games. Changes

to third parties’ policies or terms of service could also negatively impact our ability to offer our existing or future games, or

restrict the availability of certain features.

Changes in gaming technologies and hardware preferences

We rely, to varying degrees, on mobile and PC based hardware and speciﬁc gaming technologies (middleware like Unity) to

make our games performance attractive and interactive for our users to play our games. If new immersive technologies and

hardware would become successful over the long run or become a de facto new standard for online games, we would have to

develop new versions of our existing and new games. As technologies differ in their capabilities, performance, compatibility

across platforms and operating systems, differences between performance and gameplay within systems might affect

perception of our games. Also some of the hardware and software introduced might not receive wider acceptance across some

of our key markets. If we introduce games using new hardware or technologies when it is unclear if they would be widely

accepted by users or opposite - introduce new standards very late to our games, when a signiﬁcant market shift has already

occurred, our ﬁnancial performance might be affected.

Ability to retain skilled employees and further develop an attractive employer brand

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The Group strives to continue to build a reputation of being an attractive employer brand and to ensure our reward and

recognition practices remain competitive. The Group has implemented a number of procedures to engage dynamically with its

employees and act on constructive feedback to improve our workplace. We undertake employee engagement surveys and carry

out salary benchmarking to ensure our core salaries remain competitive in addition to our competitive beneﬁts packages.

Artiﬁcial Intelligence (AI) generated content present both risk and opportunities

The incorporation of AI-generated content can substantially reduce costs of game development and speed to market. However

it may limit innovation and creativity which are differentiating factors across games, leading to excessive homogenization of

gaming products. The dynamic nature of AI-generated content and tools can lead to unexpected or unwanted game elements,

requiring a careful balance between AI’s creative freedom and the need for a coherent gaming experience. Legal ambiguity

surrounding AI-generated works creates copyright concerns.

We acknowledge AI algorithms utilized in gaming have the potential to inadvertently distribute biases and inequalities, be it in

character design, dialogue systems, or gameplay mechanics. Also AI generated content must follow extended quality control to

ensure it is not violating any existing rights, patents and other elements belonging to 3rd parties. We need to ensure AI models

are trained on diverse and non-discriminatory datasets and do not create output which can be subject to 3rd party

infringements. We also understand some platforms like Steam rejected some games based on the notion they are AI created.

We support the approach that some AI generated content does not equal to AI generated games; we view AI as a tool to

enhance but not replace human creativity.

We are aware that reduced costs of AI may generate games’ copycats, which do not infringe copyrights and trademarks directly

which in turn can result in a large number of "clones" of existing titles, that may initially interest players. These clones are not

focused on building brand and recognition but rather on quick entry and exit from the market. Such games and producers may

use compliance practices that deviate from established rules - and this in turn may affect the reputation of long-standing

gaming brands in a given segment.

Disruption of IT infrastructure, networks and systems and IT gaps

We rely on information technology infrastructure, networks and systems that are important to the operation of our business. We

use such infrastructure, networks and systems to operate our games and to manage and secure our business and data,

particularly with respect to internal communications, controls and reporting and relations with suppliers.

Some of such infrastructure, networks and systems are managed or provided by third parties. These third parties are typically

under no obligation to renew agreements relating to such infrastructure, networks and systems, and there is no guarantee that

we will be able to renew these agreements on commercially reasonable terms, or at all. In addition, our information technology

infrastructure, networks and systems – including those operated by third parties – may experience breaks, suspensions or

stoppages of service, or we may experience system crashes in connection with system integration or migration work. Any

disruption or failure in these infrastructure, networks and systems could adversely affect the availability of games, could slow

them down or could otherwise disrupt the functionality or operations of the relevant business.

As a result of technological advancements, our IT infrastructure may become outdated or inadequate for our business needs. If

we are unable to keep our systems and infrastructure current with industry standards and with evolving technologies, our

operations or growth may be impeded.

Undetected errors, bugs or vulnerabilities

Our games and other software applications and systems, as well as the third-party platforms upon which they are made

available, could contain undetected errors, bugs or vulnerabilities that could adversely affect the performance of our games,

some of which may only be detected after the code has been released for external or internal use. For example, errors, bugs or

other types of defects could prevent our players from making in-app purchases, harm the overall game-playing experience for

our players, delay game introductions or enhancements, cause measurement errors, result in our games being non-compliant

with applicable laws or create legal liability for us. We have experienced some of these issues in the past, including lags in

gameplay, in-app purchase errors, game data corruption and problems with players’ access to our games. We resolved most of

these issues on a timely basis, but we cannot guarantee that we will be able to do so in the future. Moreover, resolving such

errors, bugs or other vulnerabilities could disrupt our operations or cause us to divert resources from other projects.

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Failure to successfully pursue or implement new business initiatives

In order to grow our business, we need to evaluate, consider and effectively implement new business initiatives. Management

may not properly ascertain or assess the risks associated with these new initiatives, and subsequent events may arise that

would render our initial assessment of the economic merits of a particular initiative uneconomic.

Moreover, the market of new technologies is one that is developing rapidly. Therefore, we conduct ongoing monitoring of new

technologies and IT solutions in order to quickly adapt to the solutions introduced to the market. The failure to analyze or

implement new technologies may result in a loss of competitiveness in the market, which could have a negative impact on our

operating activities and ﬁnancial results.

Business acquisitions and integrating acquired operations could divert the attention of our management and otherwise

disrupt our operations

As a part of our strategy, we may in the future explore, and have in the past carried out, acquisitions to strengthen our market

position in selected game genres and grow our game development talent. We may use our excess cash to ﬁnance extraordinary

growth events such as potential acquisitions, if the opportunity arises. We cannot guarantee we will be able to identify

acquisition targets that help us to achieve our growth strategy, or that the transactions we may consider will be completed or

prove to be successful or accretive. In addition, acquisitions and integration processes could divert our management’s attention

from other business concerns and also lead to the use of resources that are needed in other parts of our business.

Real or perceived inaccuracies in our performance metrics

We track certain performance metrics, such as Installs, DAU, DPU, ARPDAU, ARPPU, Monthly Conversion. Our performance

metrics tools have limitations, and our methodologies for tracking these metrics may change over time, which could result in

unexpected changes to our metrics, including those we report. If our performance metrics are not accurate representations of

our business, player base or traﬃc levels, or if we discover material inaccuracies in our metrics or if those we rely on to track

our performance do not provide an accurate measurement of our business, we may fail to obtain an accurate understanding of

the performance of our business, our reputation may be signiﬁcantly harmed, or we may lose the conﬁdence of players,

analysts or business partners, and this could adversely affect our business, operating results and ﬁnancial condition.

Ineffective protection of our intellectual property

Intellectual property rights are an essential element of our business. We rely on a combination of different intellectual property

rights such as trademarks, patents and copyrights relating to our games, and proprietary or conﬁdential information that is not

subject to formal intellectual property protection.

While we create most of the intellectual property we use internally, we also license intellectual property such as, in particular,

games (as a whole) and software development kits (“SDKs”) from third parties. In particular, our games use SDKs provided by,

among others, Facebook and Google. We also purchase or license, in whole or in part, photos, videos and audio used in our

games from third parties, including Shutterstock and Envato. We rely on licenses for all of our third-party publishing.

Despite our efforts to protect our owned and licensed intellectual property, unauthorized parties may attempt to copy or

otherwise obtain and use our technology, games or brands. There is a risk that the actions we take will not be suﬃcient to

protect our owned and licensed intellectual property. Furthermore, our use of third-party intellectual property may inadvertently

violate the rights of third parties, and therefore we could become subject to infringement claims, which we already occasionally

face.

Third-party intellectual property rights may limit our development

We need to continuously adapt our games to incorporate new technologies. If such technologies are protected by the

intellectual property rights of our competitors or other third parties, we may be prevented from introducing games based on

these technologies or expanding into markets or platforms created by these technologies.

We license SDKs, which may be integrated into our own products and are required, among other reasons, to allow our players to

connect their game accounts with their social media ones. If the owners of these SDKs, such as Google and Facebook, change

the license terms in a manner that limits our ability to use the SDKs or integrate with their platforms, our business, operating

results and ﬁnancial condition may be adversely affected.

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We also use open source software in our games and expect to continue to do so. Some open source software licenses require

users who distribute open source software to publicly disclose all or part of the source code to such software or make available

any derivative works of the open source code on unfavorable terms or at no cost. In addition, provisions of various open source

licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes

unanticipated conditions or limitations on our use of the open source software. If our use of open source software is not in

compliance with a particular license, we may be required to release our proprietary source code, pay damages for breach of

contract, re-engineer our games or products, discontinue distribution in the event that reengineering cannot be accomplished

on a timely basis, or take other remedial action that may entail additional expenses or limit our activities.

Ineffective protection of conﬁdential information

The management and key employees of the Group have access to conﬁdential and sensitive information related to its

operations, such as strategic development plans, business plans, and core technologies. If competitors, third parties, or the

public gain access to such conﬁdential information, whether intentionally or accidentally, the Group's market position may be

weakened, depending on the extent of the disclosed information

We could be the target of cyber-attacks, piracy, database security breaches or hacking

Our industry is prone to – and our games, systems and networks are subject to – cyber-attacks, viruses, worms, phishing

attacks, malicious software, break-ins, theft, computer hacking, employee error or malfeasance or other security breaches that

may exploit, damage, or disrupt the functioning of our games, networks or technological infrastructure. Physical locations

where our IT infrastructure is located, as well as our hardware, may also be subject to break-ins, theft or damage.

Any security breach or incident that we experience could result in unauthorized access to, misuse of, or unauthorized

acquisition of our or our players’ data, the loss, corruption or alteration of this data, interruptions to our operations,

unavailability or malfunctioning of our games, or damage to our computers or systems or those of our players or third-party

platforms. Furthermore, third parties, such as hosted solution providers or third-party platform operators that provide services

to us, could also be a source of security risks in the event of the failure of their own security systems and infrastructure.

As threats related to cyber-attacks develop and grow, we may also ﬁnd it necessary to make further investments to protect our

data and infrastructure.

Unauthorized operators may develop “hacks” or other types of “cheating” software enabling players to alter the intended game

play, abuse or exploit the mechanics of our games and, therefore, obtain unfair advantages in our games, or otherwise obtain

virtual currency or other beneﬁts available in our games. These may have a negative impact on the volume of in-app purchases

and the amount of revenue we collect from players. In addition, such “hacks” or other similar vulnerabilities may result in

increased costs of developing technological measures to respond to them.

The Russian invasion of Ukraine, and the associated developments on the international arena, could result in an increased risk

of cyber-attacks, which could affect our systems. We have taken action to analyze the impact of various types of cyber-attacks

and have implemented additional security measures commensurate with the potential increase of such risk.

Fluctuations in foreign exchange rates and inﬂationary pressures could negatively impact our business.

Our activities and businesses expose us to ﬂuctuations in currency exchange rates between USD and other currencies, such as

the Polish zloty and the euro. These ﬂuctuations may reach signiﬁcant levels during periods of increased market volatility

related to, for example, the Russian invasion of Ukraine, the Covid-19 pandemic, geopolitical tensions (e.g. trade wars), climate

change, or other events increasing uncertainty in the global economy. See also “Key Factors Affecting Our Results of Operations

and Market Trends”.

For further information on the Group’s exposure to foreign exchange rate volatility for the most signiﬁcant currencies, see Note

7 to our Consolidated Financial Statements for full year 2024.

Our performance may also be affected by inﬂationary pressures and their impact on consumer spending patterns, which could

result in decreased spending on leisure and entertainment, and thereby negatively impact our revenues.

Our success and continued growth are heavily reliant on the experience and talent of our managers and skilled employees

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The successful operation of our businesses and the successful implementation of our strategy are dependent on the

experience of our managers and key personnel. Due to the speciﬁcs of the industry we operate in, we are dependent on our

highly skilled, technically trained and creative employees, whose high competences and knowledge translates into developing

new technologies and creating innovative games. The loss of any of these individuals could harm our business. Competition for

employees, particularly game designers, engineers and project managers with desirable skill sets is intense, and we devote

signiﬁcant resources to identifying, hiring, training, successfully integrating and retaining these employees.

Our future success depends in part on our ability to retain highly qualiﬁed managers active in the mobile games industry who

have had a signiﬁcant impact on our development, as well as on our ability to attract and retain skilled employees able to

effectively operate our business. We cannot guarantee that we will be able to attract and retain such managers or skilled

employees in the future, and the costs associated with retaining them may impact our proﬁtability or ﬁnancial results.

Changes in tax laws or tax rulings, or the examination of our tax position, could materially affect our ﬁnancial condition and

results of operations

We are subject to complex tax legislation in the various countries in which we operate. In particular, given the international

scope of our business and our structure, we are subject to rules on transfer pricing. Moreover, GAAR and the focus of tax

regulations on real business substance may have an increasing impact on international taxation.

For example, we sell services or use intellectual property through legal entities that must necessarily procure these services or

license such intellectual property within a group. Therefore, we perform numerous intercompany transactions. The jurisdictions

in which we operate generally have transfer pricing regulations that require transactions involving related parties to be

undertaken on properly documented arm’s length terms and conditions. If the tax authorities in a particular jurisdiction do not

regard intra-group transactions as being made on a properly documented arm’s length basis and successfully challenge such

transactions, or otherwise adopt a differing approach on the attribution of revenue or proﬁts between our various group entities,

the amount of tax payable by the relevant member or members of our group, in respect of both current and previous years may

increase, and we may be subject to penalties or ﬁnes, or required to make interest payments.

In addition, we provide services whose price is subject to direct and indirect taxes in various countries, such as value added tax.

The complexity of our business model may complicate an understanding of the legal obligations in the relevant tax application.

We may also be subject to double taxation in jurisdictions with multiple tax authorities or incompatible tax regimes. In addition,

applicable tax rates could increase. A signiﬁcant increase in value added tax rates could negatively affect our activity, especially

customer demand, which could have a material adverse effect on our business, operating results and ﬁnancial condition.

Changes in tax treaties, laws, rules or interpretations or the outcome of tax audits could have an adverse effect on our

business. The tax laws and regulations in the jurisdictions in which we operate may be subject to change; for example, a

substantial amendment may be introduced to the taxation of digitized companies. New tax laws or regulations may be

introduced with or without retroactive effect and there may be changes in the interpretation and enforcement of such tax laws

or regulations.

If the relevant tax authority challenges our tax position, through audits or otherwise, and is successful, our effective tax rate

may increase, and we may be required to pay additional taxes, penalty charges and interest, and we may incur costs in

defending litigation or reaching a settlement with the relevant tax authority. We could be liable for amounts that are either not

covered by or are in excess of our established reserves. Any of the foregoing situations could have an adverse effect on our

business, operating results and ﬁnancial condition.

Competition in the gaming industry

The gaming industry, which includes social casino games (from which we derive the majority of our revenue), is considered to

be a highly competitive and rapidly evolving industry with low barriers to entry. We are experiencing, and are likely to experience

in the future, competition from other developers and publishers in the gaming category. Our competitors range from

established interactive entertainment companies to emerging start-ups, and we expect new competitors to continue to emerge

globally. One example of such trends could be the increasing competition from the online sweepstakes casino industry.

Our operations depend on third-party platforms used to offer our games

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Our social gaming offerings operate mainly through Apple’s App Store and Google’s Play Store, which also serve as signiﬁcant

online distribution platforms for our games and provide us with valuable information and data. Consequently, our operations

depend on our continued relationships with these providers, and any emerging platform providers that are widely adopted by

our target player base.

We are subject to the standard terms and conditions that these platform providers have for application developers, which

govern the promotion, distribution and operation of games and other applications on their platforms, and which the platform

providers can change on a discretionary basis and unilaterally on short notice or without notice.

Moreover, Internet-connected devices and operating systems controlled by third parties increasingly contain features that allow

device users to disable functionality that allows for the delivery of advertising on their devices, including through Apple’s

Identiﬁer for Advertising, or IDFA, or Google’s Advertising ID, or AAID, for Android devices. Device and browser manufacturers

may include or expand these features as part of their standard device speciﬁcations. If players elect to utilize the opt-out

mechanisms in greater numbers, our ability to deliver effective targeted advertisements would suffer, which could adversely

impact our revenues from in-game advertising (currently less than 5% of Huuuge’s overall revenue).

In addition, new regulations and increased focus on data protection may result in changes to the data protection policies of the

platform providers, which we will be required to implement. We cannot exclude the possibility that our games, in particular

social casino games, will be targeted by other limitations introduced by third-party platform providers or our advertising and

marketing partners concerning, among others, user acquisition and advertising revenue.

Changes in third-party platforms classiﬁcation of or approach towards social casino games or certain game features (such as

loot boxes) could restrict the availability of our games or of certain game features on those platforms or to users in certain

jurisdictions.

If similar events occur and we are unable to address them effectively, or if other similar issues arise that impact players’ ability

to download our games, access social features or purchase virtual currency, it could have a material adverse effect on our

business, operating results and ﬁnancial condition.

We operate in an industry characterized by an evolving and partially unclear regulatory environment

Generally, social gaming, including but not limited to social casino games, is not explicitly regulated in the markets where we

operate; however, as the mobile and online game industry evolves, so too are regulations evolving and, as a result of this

evolution and possible changes in the approach of legislators, regulators and courts, we cannot exclude the possibility that our

activities could be regulated in ways that could adversely affect our business.

In some jurisdictions, there is growing opposition from regulators, public interest groups and/or media towards mobile and

online gaming, including social casino games or social gaming, as well as towards speciﬁc in-game features, such as loot

boxes. Such opposition could lead these jurisdictions to adopt legislation or impose or enforce an existing regulatory

framework to govern mobile and online gaming, broadly or more speciﬁcally, for example social gaming, or in-game features

such as loot boxes. Alternatively, jurisdictions or regulators could seek to apply laws we do not believe are applicable to our

games to certain types of games we offer or to games containing certain features or characteristics.

Courts may also interpret or apply laws in a manner adverse to us, notwithstanding the position taken by the relevant gambling

authority, and this may compromise our ability to continue to offer our games in particular jurisdictions.

We believe that our games do not constitute gambling in the jurisdictions in which we operate, particularly due to the free

access and lack of monetary rewards; however, we cannot exclude the possibility that gambling regulators, judicial or similar

authorities in certain jurisdictions will interpret the applicable existing or new laws in a manner classifying our games as

gambling or requiring that certain in-game features (e.g. features that are deemed to be “loot boxes”) be limited or excluded. If

any authority issues such an interpretation, we may face enforcement action on the basis of that interpretation. Moreover, if our

games are considered to be gambling in jurisdictions that prohibit online gambling, we may be forced to cease offering our

top-grossing games in such jurisdictions. If our games are classiﬁed, for regulatory purposes, in a manner differing from the

manner in which we view them, we may also be barred from promoting those games via third-party platforms (such as the

AppStore or Facebook.)

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There is a risk that further legislative or regulatory developments could curtail our offering of games in certain jurisdictions,

result in a prohibition on mobile or online gaming in the jurisdictions in which we operate, restrict our ability to advertise our

games, allow our players to claim damages related to the use of our games, raise consumer protection claims, substantially

increase the cost of complying with the applicable regulations, or subject us to ﬁnes or other regulatory actions, any of which

could have an adverse effect on our business, operating results and ﬁnancial condition. Finally, the increased public scrutiny of

social casino games and loot boxes could result in reputational damage to ourselves and to the industry, deter players from

participating in our games, generate negative publicity, or deter ﬁnancial institutions and other third-party partners and

suppliers from cooperating with us.

We could be subjected to sanctions or other penalties for data privacy and/or data security breaches

We collect, process, store, use and share personal information and other data in order to develop new games, offer products

and features to players, and analyze the effectiveness of our marketing channels. Our business is therefore subject to a number

of laws and regulations governing data privacy and security, as well as various regulators’ guidelines, including with respect to

the collection, storage, use, transmission, sharing and protection of personal information and other consumer data applicable in

various jurisdictions. Such laws and regulations and guidelines may be inconsistent between countries or conﬂict with other

rules.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or

other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information

security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by

consumer advocacy groups or others and could result in signiﬁcant liability, cause our players to lose trust in us, or otherwise

materially and adversely affect our reputation and business.

Furthermore, the costs of compliance with, and other burdens imposed by the laws, regulations, and policies that are applicable

to us may limit the adoption and use of, and reduce the overall demand for our games. Additionally, if third parties we work with

violate applicable laws, regulations or agreements, such violations may put our players’ data at risk, could result in

governmental investigations or enforcement actions, ﬁnes, litigation, claims or public statements against us by consumer

advocacy groups or others and could result in signiﬁcant liability, cause our players to lose trust in us and otherwise materially

and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or

their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased

scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory

requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

Operating in multiple jurisdictions and locations

Although the US is our most signiﬁcant market in terms of revenue, we generate revenue across multiple jurisdictions, and our

users originate from a large number of jurisdictions worldwide. Our main operations, including game development operations,

are located in Poland. We operate oﬃces in different cities worldwide, including Tel Aviv, Israel; Limassol, Cyprus; Amsterdam,

Netherlands; Helsinki, Finland, and London, UK.

Our operations in multiple jurisdictions could subject us to additional risks customarily associated with such operations,

including: the complexity of laws and regulations in different jurisdictions and markets; ambiguity or inconsistency resulting

from conﬂicts-of-laws; the uncertainty of enforcement of remedies in various jurisdictions; the effect of currency exchange rate

ﬂuctuations; the impact of various labor laws and disputes; the ability to attract and retain key personnel in different

jurisdictions; the economic, tax and regulatory policies of local governments; compliance with applicable anti-money

laundering, anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act and other anti-corruption laws that

generally prohibit US persons and companies and their agents from offering, promising, authorizing or making improper

payments to foreign government oﬃcials for the purpose of obtaining or retaining business; and compliance with applicable

sanctions regimes regarding dealings with certain persons or countries. Moreover, foreign jurisdictions could impose tariffs,

quotas, trade barriers and other similar restrictions on our international sales.

Our international business operations could be interrupted and negatively affected by terrorist activity, political unrest or other

economic or political uncertainties. We operate in locations that are regularly affected by such events, including Tel Aviv.

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The Russian invasion of Ukraine is likely to present obstacles to our collaboration with entities located in Ukraine with which we

have commercial relationships. We are constantly reviewing the circumstances affecting our partners and taking available and

appropriate measures to mitigate the potential impact on our operations, as well as assist our partners where possible. The

international sanctions imposed on Russia may also have an impact on our operations, which at the date of publication of this

report we do not expect to be materially adverse. Finally, an escalation of the war in Ukraine could potentially impact the

operations of our oﬃces in Poland, and we are therefore constantly monitoring the situation with a view to taking any necessary

mitigation steps to ensure the safety of our teams and the continuity of operations.

Legal proceedings may materially adversely affect our business and our results of operations, cash ﬂows and ﬁnancial

condition

We have been party to, and in the future may become subject to legal proceedings including with respect to consumer

protection, gambling related matters, employee matters, alleged service and system malfunctions, alleged intellectual property

infringement and claims relating to our contracts, licenses and strategic investments. Legal proceedings targeting our social

casino games and claiming violations of state, federal or local laws in jurisdictions where we operate could also occur based on

the unique and speciﬁc laws of each jurisdiction.

Player use of our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy,

terms of service or similar agreements, or if we fail to comply with applicable privacy-related or data protection laws and

regulations, this could result in litigation, proceedings or investigations against us by governmental authorities, players or

others, which could result in ﬁnes or judgments against us, damage our reputation or goodwill, impact our ﬁnancial condition

and harm our business.

We cannot predict the likelihood, timing or scope of any legal proceedings to which we may be a party, any of which could have

a material adverse effect on our business, operating results and ﬁnancial condition.

We may incur signiﬁcant expenses defending any lawsuits to which we may be a party, even if we eventually prevail in such

proceedings or if they are found to be without merit, and lawsuits may result in the imposition of damages, restitution, ﬁnes or

other penalties that could have a material impact on our ﬁnancial results.

Our shareholders’ rights under Delaware law differ from shareholder rights under Polish law

The Company is a Delaware corporation, and therefore its structure, operating procedures and the relationships between

shareholders are governed by the laws of the State of Delaware and US federal laws, including US securities laws.

The principles underlying these laws differ from those underlying Polish law in many respects. Therefore, the rights of our

shareholders are in many instances different from those of shareholders of Polish companies.

The increased use of AI to create bots and impersonate real people (deep fake) may increase risks related to authorization

and security processes

Part of existing and new ventures the Company is planning to execute relies on fraud prevention tools which have been

designed and tested in recent years. AI tools are making it possible to impersonate real people, which may make some of the

safeguards we use obsolete. We are working with our partners to address these issues proactively but cannot predict if the

tools we use would still have the same eﬃciency in the future

The way games are distributed and interacted with are changing and can impact player engagement

The Company has a limited portfolio of games. If new distribution channels become successful, we might have to adjust

quickly, which may distract resources from development of new projects and innovation. This in turn may impact our future

results.

Best practices

Since February 19, 2021, the Company has been subject to and has applied WSE Best Practices, except for the principles that

cannot be adhered to or that are impracticable due to the differences between the US and Polish legal system or where this

contradicts the provisions of Delaware or US federal law.

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During the ﬁscal year ending December 31, 2024, the Company complied with the principles of corporate governance included

the

document

„Best

Practices

WSE

Huuuge,”

according

statement

posted

the

website:

https://ir.huuugegames.com/en/best-practices

During the ﬁscal year ending December 31, 2024. The Company did not comply with the following corporate governance

principles:

1. DISCLOSURE POLICY, INVESTOR COMMUNICATIONS

1.3.

Companies integrate ESG factors in their business strategy, including in particular:

1.3.1.

environmental factors, including measures and risks relating to climate change and sustainable development;

This principle is not applied.

The company has an ESG committee that addresses these issues and is working on the ESG strategy, which will include

environmental factors.

1.4.

To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their

website information concerning the framework of the strategy, measurable goals, including in particular long-term goals,

planned activities and their status, deﬁned by measures, both ﬁnancial and non-ﬁnancial ESG information concerning the

strategy should among others:

This principle is not applied.

To ensure quality communication with stakeholders, the Issuer publishes the assumptions of its business strategy, including

strategic goals and development directions, on its website. Progress in implementing this strategy, including a description of

signiﬁcant achievements and setbacks, is presented in the Company's ﬁnancial reports. In addition, progress in the strategy is

commented on by management during earnings conferences. The Issuer does not include all ESG factors in its business

strategy.

1.4.1.

explain how the decision-making processes of the company and its group members integrate climate change, including

the resulting risks;

This principle is not applied.

The company has an ESG committee that addresses climate change among other issues. The ESG committee, together with

the Board of Directors, will examine the extent to which, given the nature of the company’s business, consideration of these

factors in decision-making is appropriate, both for the interests of the company and the environment. The ESG committee is

working on including climate change issues in the company's reporting.

1.4.2.

present the equal pay index for employees, deﬁned as the percentage difference between the average monthly pay

(including bonuses, awards and other beneﬁts) of women and men in the last year, and present information about actions

taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.

This principle is not applied.

The Issuer does not publish equal pay index data. The Issuer hires and remunerates its employees on the basis of their

competences, experience and knowledge, without any gender discrimination. There is an internal working group at the Issuer

that addresses issues of Diversity, Equity and Inclusion, including with respect to remuneration.

2. MANAGEMENT BOARD, SUPERVISORY BOARD

2.1.

Companies should have in place a diversity policy applicable to the management board and the supervisory board,

approved by the supervisory board and the general meeting, respectively. The diversity policy deﬁnes diversity goals and

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criteria, among others including gender, education, expertise, age, professional experience, and speciﬁes the target dates and

the monitoring systems for such goals. With regard to the gender diversity of corporate bodies, the participation of the minority

group in each body should be at least 30%.

This principle is not applied.

Although the Issuer does not have a formal diversity policy in place, the Issuer takes diversity goals into consideration when

developing the Company’s strategy and plans. The global management does monitor various diversity indices and takes a

proactive approach to improve them and assure, among others, equitable representation of genders at all levels of the

Company.

2.2.

Decisions to elect members of the management board or the supervisory board of companies should ensure that the

composition of those bodies is diverse by appointing persons ensuring diversity, among other things in order to achieve the

target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy

referred to in principle 2.1.

This principle is not applied.

See explanation to point 2.1. above.

2.7.

A company’s management board member may sit on the corporate bodies of companies other than members of its group

subject to the approval of the supervisory board.

This principle is not applied.

According to the Issuer’s Certiﬁcate of Incorporation, the consent of the Board of Directors is not required for the CEO,

President (or any Director or Oﬃcer) to sit on the management or supervisory board of companies other than members of the

Issuer’s group. The Issuer maintains a Conﬂict of Interests policy designed to prevent conﬂicts of interest at all levels.

2.11.

In addition to its responsibilities laid down in the legislation, the supervisory board prepares and presents an annual

report to the annual general meeting once per year. Such report includes at least the following:

2.11.1.

information about the members of the supervisory board and its committees, including indication of those supervisory

board members who fulﬁl the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and

Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who

holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context

of diversity;

The principle is not applied.

This information is included in the annual report. However, the Issuer is incorporated in Delaware and has one governing body,

the Board of Directors, which approves the annual report (unlike in Polish companies). Accordingly, in the Company's opinion,

presenting the aforementioned parts of the annual report is impracticable at the annual general meeting due to differences

between the Polish and US legal systems.

2.11.2.

summary of the activity of the supervisory board and its committees;

The principle is not applied.

This information is included in the annual report. However, the Issuer is incorporated in Delaware and has one governing body,

the Board of Directors, which approves the annual report (unlike in Polish companies). Accordingly, in the Company's opinion,

presenting the aforementioned parts of the annual report is impracticable at the annual general meeting due to differences

between the Polish and US legal systems.

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2.11.3.

assessment of the company’s standing on a consolidated basis, including assessment of the internal control, risk

management and compliance systems and the internal audit function, and information about measures taken by the

supervisory board to perform such assessment; such assessment should cover all signiﬁcant controls, in particular reporting

and operational controls;

The principle is not applied.

This information is included in the annual report. However, the Issuer is incorporated in Delaware and has one governing body,

the Board of Directors, which approves the annual report (unlike in Polish companies). Accordingly, in the Company's opinion,

presenting the aforementioned parts of the annual report is impracticable at the annual general meeting due to differences

between the Polish and US legal systems.

2.11.4.

assessment of the company’s compliance with the corporate governance principles and the manner of compliance

with the disclosure obligations concerning compliance with the corporate governance principles deﬁned in the Exchange Rules

and the regulations on current and periodic reports published by issuers of securities, and information about measures taken

by the supervisory board to perform such assessment;

The principle is not applied.

This information is included in the annual report. However, the Issuer is incorporated in Delaware and has one governing body,

the Board of Directors, which approves the annual report (unlike in Polish companies). Accordingly, in the Company's opinion,

presenting the aforementioned parts of the annual report is impracticable at the annual general meeting due to differences

between the Polish and US legal systems.

2.11.5.

assessment of the rationality of expenses referred to in principle 1.5;

The principle is not applied.

This information is included in the annual report. However, the Issuer is incorporated in Delaware and has one governing body,

the Board of Directors, which approves the annual report (unlike in Polish companies). Accordingly, in the Company's opinion,

presenting the aforementioned parts of the annual report is impracticable at the annual general meeting due to differences

between the Polish and US legal systems.

2.11.6.

information regarding the degree of implementation of the diversity policy applicable to the management board and

the supervisory board, including the achievement of goals referred to in principle 2.1.

The principle is not applied.

The Issuer does not have a formal diversity policy, please refer to explanation to principle 2.1.

3. INTERNAL SYSTEMS AND FUNCTIONS

3.5

Persons responsible for risk and compliance management report directly to the president or other member of the

management board.

This principle is not applied.

The Issuer has a one-tier management structure; therefore, the principle regarding members of the management board does

not apply directly to the Issuer. The Issuer is incorporated in Delaware and has one governing body, the Board of Directors.

Person responsible for risk management reports directly to EVP Finance, a member of the executive management team and

Issuer’s Oﬃcer. The person responsible for compliance management reports to the General Counsel, an Issuer’s Oﬃcer.

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3.6

The head of internal audit reports organizationally to the president of the management board and functionally to the chair

of the audit committee or the chair of the supervisory board if the supervisory board performs the functions of the audit

committee.

This principle is not applied.

The Issuer has a one-tier management structure; therefore, the principles regarding members of the management board do not

apply directly to the Issuer. The Issuer is incorporated in Delaware and has one governing body, the Board of Directors. The

Head of Internal Audit was appointed by and reports to the Audit Committee of the Board of Directors and administratively

reports to the EVP Finance, who is a member of the executive management team and Issuer’s Oﬃcer.

3.7.

Principles 3.4 to 3.6 apply also to members of the company’s group which are material to its activity if they appoint

persons to perform such tasks.

The principle is not applied.

The positions responsible for risk and compliance management and internal audit are group-wide positions. Please refer to

comments to points 3.4 to 3.6 for reference.

4. GENERAL MEETING, SHAREHOLDER RELATIONS

4.12

Resolutions of the General Meeting concerning an issue of shares with subscription rights should specify the issue price

or the mechanism of setting the price or authorize the competent body to set the price prior to the subscription right record

date within a timeframe necessary for investors to make decisions.

This principle is not applied.

The Issuer is a Delaware corporation and, accordingly, the provisions of the Commercial Companies Code do not apply. The

shares are issued by the Board of Directors within the authorization of the Certiﬁcate of Incorporation.

4.14.

Companies should strive to distribute their proﬁts by paying out dividends. Companies may retain all their earnings

subject to any of the following criteria:

a) the earnings are minimal and consequently the dividend would be immaterial in relation to the value of the shares;

b) the company reports uncovered losses from previous years and the earnings are used to reduce such losses;

c) the company can demonstrate that investment of the earnings will generate tangible beneﬁts for the shareholders;

d) the company generates insuﬃcient cash ﬂows to pay out dividends;

e) a dividend payment would substantially increase the risk to covenants under the company’s binding credit facilities or terms

of bond issue;

f) retention of the company’s earnings follows recommendations of the authority which supervises the company by virtue of

its business activity.

The principle is not applied.

The Issuer is incorporated under the laws of Delaware and is listed on the Warsaw Stock Exchange. The legal framework

underlying such status results in the Issuer considering alternative proﬁt distribution mechanisms like share buybacks in lieu

of dividend payments as they have similar economic effects. Decisions to distribute dividends or conduct share buybacks are

made by the Board of Directors after considering the ﬁnancial standing, cashﬂows and economic environment on a

case-by-case basis.

6. REMUNERATION

6.4.

As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board

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members cannot depend on the number of meetings held. The remuneration of members of committees, in particular the audit

committee, should take into account the additional workload on the committee.

This principle is not applied.

The Issuer does not have a supervisory board. Although the main part of the non-executive directors’ remuneration consists of

a ﬁxed annual salary and an additional salary for holding the positions in Board Committees (if any), they are additionally

remunerated for participating in board meeting so, technically, small part of their remuneration is dependent on the number of

meetings held.

Internal control and risk management

The Company’s Chief Executive Oﬃcer is responsible for the Company’s and Group’s internal control system and the Board of

Directors is responsible for supervision over the adequacy of the internal control system and over monitoring its effectiveness.

In addition, the Board of Directors is responsible for supervision over the preparation of the Group’s consolidated ﬁnancial

statements in accordance with IFRS, as well as the Company’s separate ﬁnancial statements, which will also be prepared

in accordance with IFRS.

The purpose of an effective internal control system over ﬁnancial reporting is to ensure the adequacy and correctness of the

ﬁnancial information contained in the ﬁnancial statements and interim and annual reports.

During the preparation of the Group’s consolidated ﬁnancial statements, the veriﬁcation of the ﬁnancial statements by an

independent auditor is one of the main elements of the audit. The responsibilities of the auditor include, in particular, an audit of

the annual consolidated ﬁnancial statements. Substantially the same principles apply to the Company’s separate ﬁnancial

statements. In addition to the audit of the annual consolidated and separate ﬁnancial statements, the auditor’s responsibilities

include a review of the semi-annual separate and consolidated ﬁnancial statements.

The Board of Directors elects an independent auditor. Upon the auditor’s completion of the audit, the consolidated ﬁnancial

statements are sent to the members of the Board of Directors, which assesses the Company’s consolidated ﬁnancial

statements with regard to their compliance with the books and documents as well as with the facts. Substantially the same

procedures apply to the Company’s separate ﬁnancial statements.

The Board of Directors supervises the preparation of the Group’s consolidated ﬁnancial statements. The Board of Directors is

required to ensure that the Group’s consolidated ﬁnancial statements and business statements meet the legal requirements.

The Company’s CEO approves and signs the Group’s consolidated ﬁnancial statements based on the authorisation from the

Board of Directors. Substantially the same procedures apply to the Company’s separate ﬁnancial statements.

The supervision over the preparation of the separate ﬁnancial statements of the Subsidiaries is conducted by their respective

corporate bodies. The Company oversees such processes based on the available corporate powers and monthly reporting used

by the Group. Additionally, the Issuer ensures the existence and effectiveness of such internal controls within the Group,

including the Subsidiaries, as it deems necessary to enable the preparation of consolidated ﬁnancial statements that are free

from material misstatement, whether due to fraud or error.

The Group’s consolidated ﬁnancial statements are prepared by the ﬁnance team in cooperation with the Company’s CEO and

Company’s Treasurer and reviewed and approved by the Board of Directors before the issuance of an independent auditor’s

opinion. The ﬁnancial data used in the annual and interim consolidated ﬁnancial statements, as well as the monthly reporting

used by the Group, derive from the Group’s ﬁnancial and accounting system and the ﬁnancial systems used by external

accounting teams. After all the predeﬁned processes concerning the closing of the books have been completed at the end of

each month, detailed ﬁnancial and operational reports are prepared and, at the end of each quarter, additional consolidated

IFRS reports. The Company applies consistent accounting principles when presenting ﬁnancial data in ﬁnancial statements and

periodic ﬁnancial reports.

The Company’s separate ﬁnancial statements are prepared by the ﬁnance team in cooperation with the Company’s CEO and

Company’s Treasurer and reviewed and approved by the Board of Directors before the issuance of an independent auditor’s

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opinion. The ﬁnancial data used in the annual and interim separate ﬁnancial statements as well as the monthly reporting used

by the Company derive from the Company’s ﬁnancial and accounting system.

The Company reviews the quality of its internal control and risk management systems with regard to the preparation of the

consolidated ﬁnancial statements. Substantially the same practice applies to the internal control and risk management

systems with regard to the preparation of the Company’s separate ﬁnancial statements.

Related parties

Transactions between the Company and its subsidiaries on non-market terms

Transactions between the Company and its subsidiaries are described in Note 20 of the Consolidated Financial Statements for

2024.

Loan ﬁnancing transactions in the Group

In 2024, the Issuer did not enter into any loan transactions within the Group.

Transactions between the Company and its shareholders

On April 24, 2024, Anton Gauﬃn (through Big Bets OÜ) and Raine Group (through RPII HGE LLC), sold 3,302,675 shares in total

under the Share Buy-back amounting to USD 32,268 thousand.

Transactions between the Company and the Board of Directors

On April 24, 2024, Anton Gauﬃn (through Big Bets OÜ) and Raine Group (through RPII HGE LLC), sold 3,302,675 shares in total

under the Share Buy-back amounting to USD 32,268 thousand.

Except for the transactions mentioned above and in the section “Agreements with Board of Directors”, i.e. the remuneration paid

by the Issuer to members of the Board of Directors and shares and share options held by members of the Board of Directors,

there were no other transactions between the Issuer and the members of the Board of Directors.

Transactions concluded between the Subsidiaries and related parties

Except for the transactions mentioned below, in the year ended December 31, 2024, the Subsidiaries did not conclude any

transactions with related parties of the Company other than the Subsidiaries.

Rules for amending the issuer’s certiﬁcate of incorporation

The Certiﬁcate of Incorporation can be amended or repealed in the manner prescribed by the laws of the State of Delaware and

all rights conferred upon shareholders are granted subject to this reservation. Under the Certiﬁcate of Incorporation, the

following provisions in the Certiﬁcate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part,

directly or indirectly, only by an aﬃrmative vote of the holders of at least 66 and 2/3% of the voting rights of the Company’s

outstanding shares: Article V, Article VI, Article VII, Article VIII, Article IX, Article X and Article XI.

The Company’s Board of Directors is authorized to adopt, amend or repeal the Bylaws without the assent or vote of the

shareholders. The aﬃrmative vote of the holders of at least 66 and 2/3% of the voting power of the Company’s outstanding

shares shall be required in order for the Company’s shareholders 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 Series A Preferred Share or one Series B Preferred Share 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 Series A Preferred Shares or holders of the Series B Preferred Shares, without the written consent or aﬃrmative vote of the

holders of at least a majority of the then outstanding Series A Preferred Shares and Series B Preferred Shares.

Signiﬁcant agreements

In 2024, Huuuge, Inc. did not conclude any signiﬁcant agreements related to its operations.

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Identiﬁcation of signiﬁcant court cases

As of the date of the approval of this Report for publication, the Company and/or its subsidiaries has become involved in a

number of pending litigations:

●

On March 8, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Franklin County Alabama alleging that the

Company’s social casino games are unlawful gambling under Alabama law. The plaintiff withdrew the original

complaint without prejudice for procedural reasons, and, on September 14, 2023, re-ﬁled an amended complaint. As

in the original complaint, the lawsuit seeks to recover all amounts paid by Alabama residents to the Company in

those games during the period beginning one year before the ﬁling of the lawsuit (i.e. September 14, 2022) until the

case is resolved. The Company does not agree with the allegations and requests for relief made in the complaint and

believes that there are meritorious legal and factual arguments supporting the Company’s position. On November 1,

2023, the Company ﬁled a motion to dismiss the amended complaint and on December 15, 2023, the Company ﬁled a

motion to compel arbitration. On June 7, 2024, the judge denied the Company’s motion to dismiss and the Company’s

motion to compel arbitration. On July 17, 2024, the Company ﬁled a notice of appeal. The Supreme Court of Alabama

held oral argument on March 5, 2025. As of the date of the issuance of this report, the parties are awaiting the judge’s

decision. As of the date of the approval of this Report for publication, to the best of the Company's knowledge, the

litigation is not expected to have a material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

●

On June 2, 2023, plaintiffs ﬁled a complaint in the US Federal District Court for the Central District of California,

alleging: (a) that the Company’s social casino games are unlawful gambling under the laws of California, Illinois, and

potentially other US states; and (b) that the Company’s display of sale pricing in its social casino games constitutes

false advertising under the laws of California, Illinois and potentially other US states. The lawsuit purports to be a

nationwide class action, which also includes potential California and Illinois subclasses. The Company does not

agree with the allegations and requests for relief made in the complaint and believes that there are meritorious legal

and factual arguments supporting the Company’s position. On January 24, 2024 the Company and the plaintiffs have

signed an agreement to settle the case in exchange for the distribution to each class member of at least 375 virtual

diamonds within the Company’s games, and at least an aggregate total of 412.5 million virtual diamond, and USD

1,700 thousand in cash for attorneys’ fees, costs of claims administration, and named plaintiff incentive awards. The

Company also agrees in the settlement to make changes: (a) in game play, allowing players to engage in certain

forms of continuous game play; and b) in advertising practices. The settlement is subject to court approval and to the

Company’s option to cancel the settlement if 1,000 or more class members elect to opt out of the settlement. On

January 22, 2025, the court preliminarily approved the settlement. However, the settlement is still subject to the

court’s ﬁnal approval, which may or may not be forthcoming. The ﬁnal approval hearing is currently scheduled for

August 5, 2025, but may be moved by the court. If the settlement is approved, the resulting class action waiver will

bar false advertising claims nationwide, and illegal gambling claims for residents of California and Illinois, from

applicable time periods prior to the settlement. The settlement would not as a legal matter preclude the other matters

referred to in this section from proceeding. The Company also believes, but cannot make any assurance, that the

settlement would not have impact on the other matters referred to in this section, since they pertain to other issues in

different states. The Company created a provision in the amount of USD 1,700 thousand, which, to the best belief of

the Company’s management, adequately reﬂects the ﬁnancial exposure for the Company as of December 31, 2024,

and as of the date of approval of this Report for publication.

●

On June 28, 2023, a claimant ﬁled a demand for arbitration alleging that the Company’s social casino games are

unlawful gambling under Kentucky law. The claimant seeks to recover treble the total of all amounts paid by Kentucky

residents to the Company in those games during the period beginning ﬁve years before the ﬁling of the demand (i.e.

June 28, 2018) until the case is resolved. On June 24, 2024, the Company ﬁled a dispositive motion. On September 5,

2024, the arbitrator issued an order on threshold issues (such as choice of law and ability to bring representative

actions) that was beneﬁcial for the Company. However, the claimant reﬁled his claims under California law on

October 4, 2024. The arbitrator ordered that consideration of the motion be deferred until after the ﬁnal hearing on

this matter. The ﬁnal hearing has not yet been scheduled. The Company does not agree with the allegations and

requests for relief made in the demand and believes that there are meritorious legal and factual arguments

supporting the Company’s position. As of the date of approval of this Report for publication, to the best of the

Huuuge, Inc.

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Company's knowledge, the arbitration is not expected to have a material impact on the Company's operations,

ﬁnancial condition or cash ﬂows.

●

On July 25, 2023, a claimant ﬁled a demand for arbitration alleging that the Company’s social casino games are

unlawful gambling under Ohio law. The claimant seeks to recover all amounts he paid to the Company and all

amounts paid by Ohio residents in those games during the period beginning two years before the ﬁling of the demand

(i.e. July 25, 2021) until the case is resolved. The Company ﬁled its dispositive motion on February 26, 2024. On June

6, 2024, the arbitrator issued a decision on threshold issues (such as choice of law) that was beneﬁcial for the

Company. On July 15, 2024, the claimant re-ﬁled his claims under California law. The Company ﬁled its answer on

July 29, 2024. The arbitrator issued a brieﬁng schedule to allow the parties to address additional threshold issues.

The Company’s brief took place on September 30, 2024. On December 6, 2024, the arbitrator dismissed all claims

against the Company.

●

On November 13, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Coffee County Tennessee alleging that the

Company’s social casino games are unlawful gambling under Tennessee law. The lawsuit seeks to recover all

amounts paid by Tennessee residents to the Company in those games during the period beginning one year before

the ﬁling of the lawsuit (i.e. November 13, 2022) until the case is resolved. The Company does not agree with the

allegations and requests for relief made in the complaint and believes that there are meritorious legal and factual

arguments supporting the Company’s position. On December 21, 2023, the Company removed the case to the US

District Court for the Eastern District of Tennessee and the case was subsequently remanded to the Circuit Court. On

November 8, 2024, the Company ﬁled a motion to compel arbitration and a motion to dismiss. As of the date of the

issuance of this report, the parties are awaiting the judge’s decision on the motions. As of the date of approval of this

Report for issuance, to the best of the Company's knowledge, the litigation is not expected to have a material impact

on the Company's operations, ﬁnancial condition or cash ﬂows.

●

On August 22, 2024, a plaintiff ﬁled a complaint in the United States District Court for the Western District of

Kentucky Owensboro Division alleging that the Company’s social casino games are unlawful gambling under

Kentucky law. The lawsuit seeks to recover treble the total of all amounts paid by Kentucky residents to the Company

in those games during the period beginning ﬁve years before the ﬁling of the demand (i.e. August 22, 2019) until the

case is resolved. On January 31, 2025, the Company ﬁled a motion to compel arbitration. As of the date of the

issuance of this report, the parties are awaiting the judge’s decision. The Company does not agree with the

allegations and requests for relief made in the complaint and believes that there are meritorious legal and factual

arguments supporting the Company’s position. As of the date of approval of this Report for publication, to the best of

the Company's knowledge, the litigation is not expected to have a material impact on the Company's operations,

ﬁnancial condition or cash ﬂows.

Except for the abovementioned proceedings, neither the Company nor any of its subsidiaries were, as of December 31, 2024, or

as of the date of approval of this Report for publication, a party to any signiﬁcant court or arbitration proceedings or before any

public authority.

Huuuge, Inc.

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GLOSSARY

ARPDAU

Average revenue per daily active user

ARPPU

Average revenue per paying user

DAU

The number of individual users who played a game on a particular day

DPU

The number of players (active users) who made a purchase on a given day

eCPI

Cost of one Install in a given period (including installs acquired from paid channels as well as

installs not directly related to paid user acquisition channels)

Free-to-play

A games sales model where the game is downloaded by the user for free, and its creators earn

money through in-app advertising or in-app purchases (players purchase in-game items, skills,

experience points, etc.)

Casual games

A type of game designed for players with the following features: (i) as a general rule, not feeling

the need or not being able to spend a signiﬁcant amount of time playing, (ii) not needing to

improve their gaming skills in a signiﬁcant way, iii) preferring relatively simple and easy-to-learn

game mechanisms

Social casino games

The type of games in which a player can play a certain number of slot machines; the player also

has the opportunity to participate in other casino games

Live events

Real-time events, promotions and special offers enabling players to win additional prizes or to

improve gameplay

Live Ops

Activities aimed at increasing the player engagement, including by adding new features to games,

recurring and one-off virtual events in which players can participate, and active management of

promotions within the game

LTV

Life-Time Value – estimated total revenue generated from a model player

MAU

The number of individual users who played a game during a particular month

Monthly Conversion

The percentage of MAU that made at least one purchase in a month during the same period.

In-app purchases

In-app purchases Payments made by users after downloading a game, in connection with the

purchase of additional game features. Can be made through various non-cash payment

instruments (e.g. payment card, transfer), various electronic channels (e.g. e-banking, mobile

phone) or using payment service providers (e.g. PayPal)

Monetization

The process of generating revenue from games through, among other things, in-app purchases

and in-app advertising

MPU

The number of players (active users) who made a purchase at least once in a given month

Retention

The number of users who continued to use the game after a certain period of time after

downloading the application

RTB

Real-Time Bidding - it refers to the practice of buying and selling ads in real time on a

per-impression basis in an instant auction

User acquisition

The process of acquiring users through paid campaigns or promotional offers

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2024

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BOARD OF DIRECTORS’ STATEMENTS

Pursuant to the requirements of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic

information provided by issuers of securities and on conditions under which information required by legal regulations of a

non-member state may be recognized as equivalent, the Board of Directors of Huuuge, Inc. hereby represents that:

●

to the best of its knowledge, the consolidated annual ﬁnancial statements of the Huuuge Group and annual ﬁnancial

statements of the Company and the comparative information were prepared in accordance with the currently effective

accounting principles, and they reﬂect in a true, fair and clear way the ﬁnancial position results of the Company and its

Group, and the Board of Directors’ report on activities contains a true image of the Group’s and the Company’s

development, achievements and standing, including description of basic risks and threats;

●

within the scope of its competences, the Board of Directors supervised the process of preparing the annual ﬁnancial

statements and the comparative information and the Board of Directors’ report on activities for the year ended December

31, 2024;

●

the selection of the audit ﬁrm conducting the audit of the annual ﬁnancial statements has been made in accordance with

the applicable regulations, including the selection and procedure for the selection of an audit ﬁrm;

●

the audit ﬁrm and the members of the audit team met the conditions for preparing an impartial and independent audit

reports on the annual ﬁnancial statements in accordance with applicable regulations, professional standards and

professional ethics;

●

the Company has in place a policy governing the selection of an audit ﬁrm and a policy governing the provision of additional

non-audit services to the issuer by an audit ﬁrm, its related parties and members of its network, including services

conditionally exempt from the prohibition on being provided by an audit ﬁrm;

●

the Company complies with the applicable regulations related to the rotation of the audit ﬁrm and the key statutory auditor

and mandatory grace periods;

●

the Company observes regulations that govern the appointment, composition and operations of the Audit Committee,

including in particular the fulﬁllment of independence criteria by its members and requirements concerning knowledge and

skills related to the industry in which the issuer operates, as well as to accounting or the audit of ﬁnancial statements;

●

the audit committee performed the tasks of the audit committee provided for in the applicable regulations;

●

because of the Company's monistic corporate governance system, the Company does not have a separate supervisory

body within the meaning of § 70 (1) (14) and § 71 (1) (12) of the Regulation of the Minister of Finance of March 29, 2018

on current and periodic information provided by issuers of securities and on conditions under which information required by

legal regulations of a non-member state may be recognized as equivalent (Journal of Laws of 2018, item 757). The Board

of Directors has positively evaluated the ﬁnancial statements and the consolidated statements in terms of their conformity

with the books and documents as well as with the facts. The Company's Board of Directors assessed the aforementioned

statements after reviewing their content, as well as information from the Company’s independent auditor and the Audit

Committee of the Board of Directors, which included: i) the independent auditor’s report on the audit of the Company’s

ﬁnancial statements for the ﬁscal year 2024, ii) the independent auditor’s report on the audit of the Company's consolidated

ﬁnancial statements for ﬁscal year 2024 and iii) presentation of the auditor to the Audit Committee of the Board of

Directors and the meetings of the Audit Committee with the representatives of the auditor, including the key registered

auditor, followed by a recommendation of the Audit Committee of the Board of Directors with respect to an evaluation of

the ﬁnancial statements and the consolidated ﬁnancial statements. In view of the above, the Board of Directors has made a

positive assessment of the said ﬁnancial statements. Due to the Company’s monistic corporate governance system, the

Board of Directors cannot make the declarations referred to in § 70 (1) (14) and § 71 (1) (12) of the Regulation of the of the

Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and on

conditions, regarding the issuer's management report and the issuer's group management report, as the Board of Directors

is itself responsible for the equivalent of the aforementioned reports (Board of Directors’ report on activities), which was

prepared jointly for the Company and the Group;

Huuuge, Inc.

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●

the Company, being a Delaware-incorporated company, is not subject to the obligation to prepare a statement of

non-ﬁnancial information designated by Section 49b (1) of the Polish Accounting Act (Journal of Laws of 2023, item 120,

295, 1598) and § 70 paragraph 1 point 5) and § 71 paragraph 1 point 5) of the Regulation of the Minister of Finance of

March 29, 2018, on current and periodic information provided by issuers of securities and on conditions under which

information required by legal regulations of a non-member state may be recognized as equivalent (Journal of Laws of 2018,

item 757).

On behalf of the Board of Directors of Huuuge, Inc.

____________________

Anton Gauﬃn

Executive Chairman of the Board

Huuuge, Inc.

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Unanimous Written Consent of the Board of Directors of Huuuge, Inc.

April 15, 2025

The undersigned, being all of the members of the Board of Directors (the “

Board

”) of HUUUGE, INC., a Delaware

corporation (the “

Company

”), following diligent review of the facts and related documents, have not uncovered any

information to indicate that the Company should not execute the measures covered by this consent and, therefore, do

hereby adopt the following resolutions by unanimous written consent (the “

Board

Consent

”) in lieu of a meeting in

accordance with Section 141(f) of the Delaware General Corporation Law (“

DGCL

”) and the Bylaws of the Company, and

further waive any and all notices that may be required to be given with respect to a meeting of the directors of the

Company:

WHEREAS

, the Company’s CEO, Wojciech Wronowski and Huuuge Capital Group EVP Finance, Maciej Hebda, have

presented to the Board:

the annual consolidated ﬁnancial statements of the Huuuge Capital Group for the year ended

December 31, 2024 (“

Consolidated Financial Statements

”),

the annual separate ﬁnancial statements of the Company the full year period ended December 31,

2024 (“

Separate Financial Statements

”),

management report of the Company and Huuuge Capital Group for the full year ended December

31, 2024, and

statements of the Board of Directors

referred to as Reports, constituting Exhibit A to this Board Consent;

WHEREAS

, the Company desires to approve and publish the Reports;

WHEREAS

, the Board is required to make certain representations within the Reports and intends to give Mr. Anton

Gauﬃn authorization to give such representations by enclosing them in the Reports;

WHEREAS

, the Board has reviewed the Reports and intends with this Board Consent to give to Mr. Wojciech

Wronowski and Mr. Maciej Hebda, each individually, authorization to execute the Reports on behalf of the Company.

NOW, THEREFORE

, it being in the best interest of the Corporation, it is hereby:

RESOLVED

, that the Reports substantially in the form attached herein as Exhibit A to this Board Consent are hereby

approved and Mr. Wojciech Wronowski and Mr. Maciej Hebda, each individually, is authorized to issue and execute the

Reports on behalf of the Company as the Company’s representative;

RESOLVED FURTHER

, that Mr. Anton Gauﬃn is authorized to execute on behalf of the Company certain

representations being part of the Reports as set forth in the form attached herein as Exhibit A to this Board Consent, but

with such changes and additions as Mr. Anton Gauﬃn may deem to be in the best interests of the Company (such

determination that a change or addition is in the best interests of the Company to be conclusively evidenced by Mr. Anton

Gauﬃn’s execution of the modiﬁcation, provided that notice is provided to the Board of any changes to the representations

that deviate from Exhibit A in a reasonable time after the Reports have been executed);

RESOLVED FURTHER

, that Mr. Wojciech Wronowski and Mr. Maciej Hebda, each individually, is authorized to

execute on behalf of the Company the Reports substantially in the form attached herein as Exhibit A to this Board Consent,

but with such changes and additions as Mr. Wojciech Wronowski or Mr. Maciej Hebda may deem to be in the best interests

of the Company (such determination that a change or addition is in the best interests of the Company to be conclusively

evidenced by Mr. Wojciech Wronowski’s or Mr. Maciej Hebda’s or his or their designee’s execution of the modiﬁcation,

provided that notice is provided to the Board of any changes to the Reports that deviate from Exhibit A in a reasonable

time after the Reports have been executed);

RESOLVED FURTHER

, that Mr. Wojciech Wronowski and Mr. Maciej Hebda, each individually, or their designee, as

an authorized representative of the Company, is individually further authorized and directed to ﬁle the Reports with all

exhibits thereto and other documents in connection therewith, with the Polish Financial Supervision Authority (Komisja

Nadzoru Finansowego) and to take all such further actions and to execute and deliver all such instruments and documents

in the name and on behalf of the Company, and under corporate seal or otherwise, as in the individual’s judgment shall be

Huuuge, Inc.

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necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing

resolutions; and

FINALLY RESOLVED

, that any and all actions of Mr. Wojciech Wronowski and Mr. Mr. Maciej Hebda and any of his

agents or designees pursuant to, or in furtherance of the intent and purposes of the foregoing resolutions, including prior

to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratiﬁed,

conﬁrmed and approved as the acts and deeds of the Company.

The undersigned constituting all the members of the Board do hereby consent to and approve the adoption of the

foregoing resolutions effective as of the date ﬁrst written above. This Board Consent may be executed in any number of

counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This

Board Consent may be executed by way of either digital or electronic signatures.

Board Of Directors

Anton Gauﬃn

Henric Suuronen

John Salter

Krzysztof Kaczmarczyk

Tom Jacobsson

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HUUUGE, INC.

850 New Burton Rd.,

Suite #201,

Dover, DE 19904

United States of America

CONTACT FOR INVESTORS

ir@huuugegames.com

https://ir.huuugegames.com

http://huuugegames.com