Report on the Activities of Huuuge,

Inc. and the Huuuge Capital Group

for the Year 2025

Warsaw, March 20

th

, 2026

Disclaimer

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

31, 2025 (the “Report”) prepared in accordance with the Regulation of the Minister of Finance of June 6, 2025 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, 2025 is included within this document in accordance to §73 sec. 6 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, 2025 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, 2025

2

CEO Letter

Dear Shareholders, Team Huuuge,

I am pleased to present Huuuge's Annual Financial Report for 2025.

Our adjusted EBITDA reached USD 96 million, a 10% YoY increase, while net operating cash flow amounted to USD 78.4 million,

demonstrating the efficiency with which our business converts profits into cash. In 2025, our adjusted EBITDA margin stood at

record-high 40.8%, up 6.1 p.p. from last year.

Our core franchises, Huuuge Casino and Billionaire Casino, generated USD 232 million compared to USD 245.1 million in 2024,

representing a 5.3% year-over-year decline. However, on a net revenue basis, the company generated USD 179.9 million in 2025,

reflecting an almost flat year-over-year performance and marking an improvement from the contraction we experienced in

previous years.

This stabilization was driven in large part by the strong performance of our direct-to-consumer channel. Revenue doubled

year-over-year to USD 61.8 million in 2025 and represented 26.2% of total revenue for the full year. The channel continued to

accelerate throughout the year, reaching 37% of total revenue in Q4 2025 and further growing to 41% in February 2026. We aim

to continue increasing the share of D2C in our revenue, subject to changes in regulations and distribution platform policies.

Huuuge Casino and Billionaire Casino maintained 282.1 thousand daily active users in 2025 while delivering significant

improvements in monetization, with ARPDAU increasing 7.8% to USD 2.3 and ARPPU growing 4.4% to USD 51.2. These results

confirm our strong monetization capabilities and our ability to retain and engage our player base.

Furthermore, we completed a substantial share buyback valued at USD 120 million, bringing the total capital returned to

shareholders to nearly USD 360 million over the past four years. Complementing this step, Huuuge formalized our Capital

Distribution Policy in September 2025, which mandates returning 50–100% of annual free cash flow to investors and

establishes a clear framework for consistent capital returns aligned with long-term shareholder expectations.

Early in 2025, we completed our strategic transformation, a disciplined restructuring that included the difficult decision to

reduce our workforce by 29%. This step allowed us to refocus the entire organization on our core strength: social casino

gaming, where we have clear competitive advantages. As part of this transformation, we exited casual games development,

concentrating our team on the areas where we excel: player monetization, social engagement, and live operations, and directing

our capital and talent to the parts of the business with the strongest long-term return potential.

Our M&A strategy has evolved accordingly. We have shifted our acquisition focus from free-to-play gaming toward iGaming

opportunities, which we view as a complementary area of potemontial growth.

iGaming offers both revenue diversification and an opportunity for long-term expansion. We believe we can bring meaningful

operational capabilities developed over the years at Huuuge to this space. These include our experience managing large-scale

live gaming products, our strong capabilities in player engagement and monetization, and our proven track record in

performance marketing. We also have significant expertise in building engaging meta-layers and operating complex live-service

environments, which we believe can create value in the businesses we may acquire.

Our approach toward shareholders, players, and employees remains unchanged. As always, we greatly value your feedback and

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

Best regards,

Wojciech Wronowski, CEO

–

Huuuge, Inc.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

3

Table of contents

CEO Letter

3

SELECTED CONSOLIDATED FINANCIAL DATA

6

SELECTED SEPARATE FINANCIAL DATA

7

2025 IN BRIEF

8

RESULTS 2021–2025

9

About Us

10

Corporate structure of the Group

12

Gaming market

14

Strategy

15

Research and development

15

Key Strategic Initiatives

16

Strategic Outlook: 2026 R&D Priorities

16

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

18

Share Buyback and Retirement of Shares

19

Factors affecting our results

19

Key performance indicators

22

Results of operations (P&L)

26

Statement of financial position of the Group

32

Cash flows and liquidity

33

Credits and loans, sureties and guarantees

34

Group current and projected financial situation

34

Separate results of operations

35

Selected separate statements of cash flows

37

Intangible assets

38

Assessment of the possibility of realizing the investment plans

38

Information on key markets and dependence on customers and suppliers

38

Significant events after the balance sheet date

38

Shares and shareholding structure

41

General Meetings

43

Rules for Amending the Issuer's Certificate of Incorporation

44

Board of Directors

45

Committees

47

Officers; Executive management

49

Diversity Policy

50

Auditor

50

Risk factors

51

Best practices

59

Internal control and risk management

62

Related parties

63

Significant agreements

64

Identification of significant court cases

64

GLOSSARY

67

BOARD OF DIRECTORS’ STATEMENTS

68

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

4

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected financial data of the Group.

USD

USD

EUR

EUR

PLN

PLN

in thousand USD

12m`2025

12m`2024

12m`2025

12m`2024

12m`2025

12m`2024

Revenue

235,565

250,823

208,538

231,836

884,585

998,499

Operating profit (loss)

84,196

70,908

74,536

65,540

316,170

282,277

Pre-tax profit (loss)

88,012

77,785

77,914

71,897

330,499

309,654

Net profit (loss)

73,096

65,352

64,710

60,405

274,487

260,159

Net cash flows from operating

activities

78,364

65,011

69,373

60,090

294,270

258,802

Net cash flows from investing

activities

4,762

(633)

4,216

(585)

17,882

(2,520)

Net cash flows from financing

activities

(125,708)

(74,424)

(111,285)

(68,790)

(472,054)

(296,274)

Total net cash flows

(42,582)

(10,046)

(37,697)

(9,286)

(159,902)

(39,992)

Cash and cash equivalents at the

end of the year

100,568

141,840

85,692

136,136

362,146

581,788

Number of shares at the end of

year

44,747,117

59,984,981

44,747,117

59,984,981

44,747,117

59,984,981

Weighted average number of

shares

53,138,873

58,179,497

53,138,873

58,179,497

53,138,873

58,179,497

Earnings per share basic (EPS)

1.38

1.12

1.22

1.04

5.18

4.46

The following table sets out the exchange rates of our main currencies against the USD as at the end of 2025 and 2024 and the

annual average exchange rates for those years.

EUR

PLN

EUR

PLN

12m`2025

12m`2025

12m`2024

12m`2024

Annual average exchange rate

1.1296

0.2663

1.0819

0.2512

Exchange rate at the end of the

reported year

1.1736

0.2777

1.0419

0.2438

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

5

SELECTED SEPARATE FINANCIAL DATA

The following table presents selected financial data of the Company.

USD

USD

EUR

EUR

PLN

PLN

in thousand USD

12m`2025

12m`2024

12m`2025

12m`2024

12m`2025

12m`2024

Revenue

977

934

865

863

3,669

3,718

Operating profit (loss)

78,526

92,007

69,517

85,042

294,878

366,270

Pre-tax profit (loss)

82,026

95,938

72,615

88,675

308,021

381,919

Net profit (loss)

77,311

95,727

68,441

88,480

290,315

381,079

Net cash flows from operating

activities

121,101

62,379

107,207

57,657

454,754

248,324

Net cash flows from investing

activities

2,765

(1,260)

2,448

(1,165)

10,383

(5,016)

Net cash flows from financing

activities

(121,015)

(70,169)

(107,131)

(64,857)

(454,431)

(279,335)

Total net cash flows

2,851

(9,050)

2,524

(8,365)

10,706

(36,027)

Cash and cash equivalents at the

end of period

74,231

71,441

63,251

68,568

267,306

293,031

Number of shares at the end of

period

44,747,117

59,984,981

44,747,117

59,984,981

44,747,117

59,984,981

Weighted average number of

shares

53,138,873

58,179,497

53,138,873

58,179,497

53,138,873

58,179,497

The following table sets out the exchange rates of our main currencies against the USD as at the end of 2025 and 2024 and the

annual average exchange rates for those years.

EUR

PLN

EUR

PLN

12m`2025

12m`2025

12m`2024

12m`2024

Annual average exchange rate

1.1296

0.2663

1.0819

0.2512

Exchange rate at the end of the

reported year

1.1736

0.2777

1.0419

0.2438

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

6

2025 IN BRIEF

RESULTS 2021–2025

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

8

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 2025 revenue and for USD ~1.6 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 #36 (Apple App Store) and #19 (Google Play) among social casino apps in the United

States by revenue as of December 31, 2025.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

9

Billionaire Casino:

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

release. It has achieved over USD 0.8 billion of lifetime revenue and constitutes 33% of our total

2025 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 #53 (App Store) and #34 (Google

Play) among social casino apps in the United States by revenue as of December 31, 2025.

Group structure

As of December 31, 2025, the Huuuge Group (“the Group”) consisted of Huuuge, Inc. (the parent company), four subsidiaries

fully and directly controlled by the Company, and two subsidiaries fully controlled by the Company through Huuuge Global Ltd.,

based in Limassol, Cyprus. All companies are consolidated using the full consolidation method.

During the reporting period:

●

On September 12, 2025, the Cypriot Registrar of Companies registered the strike-off of Huuuge Block Ltd., Cypriot

indirect subsidiary of the Issuer, and at the date the subsidiary formally ceased to exist.

●

On December 23, 2025, the sole shareholder of Double Star Oy adopted a resolution concluding voluntary liquidation

of Double Star Oy and at the date the subsidiary formally ceased to exist according to Finnish law.

●

On December 24, 2025, the Netherlands Chamber of Commerce registered the conclusion of the voluntary liquidation

of Playable Platform B.V., the Dutch indirect subsidiary of the Issuer, and, at the date, the subsidiary formally ceased

to exist.

On 17 March 2024, the Issuer concluded an investment in Bananaz Studios Ltd. (“Bananaz”) as described in Current Report No.

13/2024. In May 2025, the Issuer and other investors in Bananaz executed documents confirming that the Issuer will not further

finance Bananaz, and the concluded call option deed will be terminated. As agreed by the parties, the initial payment in the

amount of USD 3.5 million was converted into 5.8% of the shares in the share capital of Bananaz without additional

consideration. As a result, as of the date of approval of this Report for publication, Huuuge, Inc. holds 5.8% of the shares in the

share capital of Bananaz.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

10

Corporate structure of the Group

Changes in the basic principles of management

In 2025, in connection with restructuring and workforce reduction, the Huuuge Pods team responsible for casual games was

closed and the Company ended further investments in this segment.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

11

Offices & Locations

At the end of 2025, our team consisted of 301 employees working in five offices located worldwide.

REST OF THE WORLD

~7 employees

TOTAL:

301

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

12

Gaming market

According to Newzoo, the gaming market recorded a 3.4% YoY growth in 2025, reaching USD 188.8 billion in revenue. This

growth was driven by a rising number of players, which exceeded 3.6 billion worldwide. The mobile gaming market continued

its recovery, reaching USD 103.0 billion in revenue (+2.9% y/y), strengthening its dominant market position.

The mobile gaming market is becoming increasingly concentrated. The largest publishers maintain their dominant position, and

new games are finding it harder to break

into

the

top

rankings.

This

trend

highlights the growing role of existing,

most popular games that continue to

drive

revenue

and

build

player

engagement. Faced with limited time,

attention, and user budgets, new market

players

must

contend

with

ever-increasing competition.

Simultaneously, regulatory changes such

as the EU Digital Markets Act (DMA) are

forcing Apple and Google to open their

ecosystems. Alternative app stores and

payment

methods

give

developers

greater

control

over

distribution and

allow them to reduce existing fees.

Artificial

intelligence

is

playing

an

increasingly important role in shaping

mobile games: personalizing gameplay,

adjusting difficulty levels to player skill, and generating new game content. AI tools increase player engagement, improve

retention, and support monetization, influencing the future of the entire industry.

The social casino market in 2025 continued its downward trend, contracting by 4.8% year-over-year, reaching an estimated

value of approximately USD 6.8 billion. Meanwhile, revenues from web and direct-to-consumer (Web/DTC) platforms

maintained strong growth, showing increases year-over-year, indicating the continued popularity of direct monetization models.

However, the industry remains highly concentrated. The 15 largest companies still control approximately 89% of the market.

According to Eilers & Krejcik forecasts, this market will continue to decline at a rate of -2.5% CAGR through 2028.

Sources: Newzoo, data.ai, Eilers & Krejcik

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

13

$188.8bn

Size of the Global Games Market

54%

Mobile Share of Total Market

3.4%

2025 YoY Total Market Growth

2.9%

2025 YoY Mobile Market Increase

4.4%

Total Player Growth vs 2024

3.6bn

players in 2025

3.1%

‘24-’27 Total Market CAGR%

-2.5%

‘25-‘28 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 challenging macroeconomic conditions and a slowdown in the social casino market, Huuuge is consistently

executing a strategy focused on retaining its existing player base, increasing their engagement, and achieving effective

monetization. Through a deliberate reduction of user acquisition (UA) spending and new in-game features such as Huuuge

Pass, we are effectively increasing ARPDAU and improving operational profitability. Our actions aim to maintain revenue

momentum in line with market trends while simultaneously maximizing generated cash flow.

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.

Direct-to-Consumer (DTC) Channel Development

In 2025, we continued expanding our direct-to-consumer (DTC) channel, treating it as one of the key pillars for improving

profitability. The growth of the DTC channel positively impacted our net margin year-over-year, despite a decline in gross

revenue. The development of the DTC (Direct-to-Consumer) model not only strengthens our direct relationship with players but

also gives us full control over distribution. This enables us to more precisely personalize our offerings and more effectively

optimize purchase paths. Seeing real growth potential in this foundation, we plan dynamic expansion of the DTC channel in the

coming years.

iGaming Market Entry

A new vector of our development is the iGaming market, for which we began preparing to enter in 2025. We treat iGaming as a

key element of revenue diversification and the foundation for long-term growth. To accelerate business scaling while

simultaneously minimizing risks, we plan expansion through strategic acquisitions and partnerships, while concurrently

developing the Company's internal competencies in this area.

Research and development

Innovation remains the engine of our growth, ensuring we stay ahead in a competitive market by delivering a seamless,

high-quality experience to our players. In 2025, our R&D strategy evolved from foundational stabilization to a focus on

operational agility, proprietary automation, and the deep integration of AI. By streamlining our development organization,

maturing our internal platforms, and retiring legacy systems, we have built a leaner, more responsive engine capable of rapid

content delivery and sustained technological leadership.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

14

Key Strategic Initiatives

Market-Leading Product Stability

In 2025, we achieved the highest level of reliability in the Huuuge Casino studio’s history. Our focus on technical excellence

resulted in the lowest number of player disruptions ever recorded for our core titles. Our mobile applications now rank at the top

of the industry for stability and reliability, which positively affects organic visibility within app store algorithms.

Shortened Release Lead Time

We have significantly shortened the time it takes to move a feature from a concept to the player’s device. We’ve made

improvements to our release pipeline and have streamlined our internal tools and build processes to ship more frequent

updates.

Next-Generation AI Integration

Building on our 2024 foundations, we have continued integration of Generative AI into our daily engineering workflows to drive

efficiency and proactive quality control. We achieved 90% adoption within our technology teams and AI is being leveraged to

constantly optimize our infrastructure spend and automate routine troubleshooting. Across our organization, we leverage a

suite of AI tools and agents that integrate into our own proprietary systems and data sources to automate workflows and

unlock new insights and opportunities, including in supporting units.

System Modernization & Cost Optimization

Throughout 2025, we executed a comprehensive strategy to improve our technical stack and reduce operational overhead,

leading to lower infrastructure costs.

Commitment to Innovation

Our R&D investments are designed to maximize the value of every development hour. By stripping away technical complexity

and embracing automation, we have built a studio that is faster, more stable, and more cost-effective. We will continue to

leverage our technological edge to deliver world-class entertainment and drive long-term value for our shareholders.

Slots Content Automation

We’ve continued to invest in our slots content creation platform MAGE, allowing us to develop new slots more quickly and

automating more areas of slots development in the future. The vast majority of our new slots are now developed through

MAGE.

Strategic Outlook: 2026 R&D Priorities

Platform Independence

One of our key objectives is further developing our Direct-to-Consumer and .com platforms to further increase margins and

de-risk the business.

Operational Efficiency & Margin Expansion

To drive gross margin growth, we target further improvements in baseline infrastructure costs through automated resource

optimization, allowing for the development of new features without infrastructure cost increase.

Further AI Integration with Proprietary Data and Systems

In order to further unlock the potential of generative AI, agents, and custom machine learning models, we plan to invest further

in making proprietary data and systems accessible to AI by enhancing our data models and infrastructure to be optimally

usable by modern AI tools.

Strategic Optionality in iGaming

Given our strategic goal to enter the real-money iGaming space, we’ll be investing in ensuring all relevant tools, systems, and

content will be appropriately set up to maximize strategic value and optionality.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

15

FINANCIALS

& KPIs

Significant achievements or failures and unusual events

significantly affecting the financial statements

Collective redundancies in the Group

On January 9, 2025, the management board of the Company’s subsidiary Huuuge Games sp. z o.o., acting in accordance with

the provisions of the Polish Act of March 13, 2003 on special rules for terminating employment relationships with employees

for reasons not attributable to the employees, adopted a resolution to initiate the process of collective redundancies and

commence consultations with employee representatives. Following the consultation process, on January 16, 2025, an

agreement was reached with the employee representatives, and the Company submitted formal notifications to the relevant

labour offices, thereby officially launching the collective redundancy process. The redundancies affected approximately 21% of

the employees of Huuuge Games sp. z o.o. Additionally, in Q1 2025, the Company conducted a review of the employment

structure across the entire Capital Group. In total, the workforce reduction covered 29% of the Group’s employees. At the same

time, the Issuer resolved to dissolve its subsidiaries in the Netherlands and Finland.

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 2025).

As at December 31, 2025, the carrying value of the investment has been reduced by USD 1,000 thousand to zero, with a

corresponding revaluation loss recognized in the consolidated statement of comprehensive income under “Other operating

income/(expense), net.” The Group has decided to cease further financing of Empire Games Ltd., resulting in a zero carrying

value of this long-term investment as of December 31, 2025.

Adoption of the Capital Distribution Policy of Huuuge, Inc.

On 18 September 2025, the Board of Directors adopted a resolution regarding the approval of the Huuuge, Inc. Capital

Distribution Policy (the “Policy”). The purpose of the Policy was to define the general principles for the distribution of capital to

the Company’s shareholders. The Policy will apply starting from distributions related to the financial year 2025.

In accordance with the Policy:

●

The Company will distribute to its shareholders between 50% and 100% of the Free Cash Flow generated in a given

financial year.

●

Each capital distribution will be based on the Company’s Free Cash Flow for the given financial year and will take

place in the following financial year. The exact timing in each financial year will be determined by the Board of

Directors.

●

The capital distribution will be executed through various capital distribution mechanisms, including share buybacks.

The final decision regarding the form of distribution in each financial year will be made by the Board of Directors after

carefully considering which distribution mechanisms are in the best interests of the Company and its shareholders.

According to the adopted Policy,

Free Cash Flow

is defined as: (i) net cash flows from operating activities, less (ii) acquisition of

property, plant and equipment, software expenditures, and acquisition of intangible assets, less (iii) capital investments

(including, but not limited to, acquisitions of subsidiaries, intellectual property rights, minority investments, joint ventures), less

(iv) repayment of lease liabilities, plus (v) received payments and interest under sublease agreements, in accordance with the

figures reported in the Company’s annual audited financial statements.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

17

The table below provides a reconciliation of Free Cash Flow pursuant to Huuuge, Inc.’s Capital Distribution Policy.

Free Cash Flow

in thousand USD

2025

2024

2023

Free Cash Flow

1

73,338

54,553

75,893

1

as defined in the Capital Distribution Policy of Huuuge, Inc.

Share Buyback and Retirement of Shares

On September 18, 2025, based on a decision of the Board of Directors, the Company announced a buyback of no more than

15,237,864 treasury shares with a nominal value of USD 0.00002 each by way of a time-limited invitation to submit offers for

the sale of shares, at a predetermined and fixed price per share, available to all shareholders of the Issuer (SBB), with the intent

of their retirement, other than those shares necessary, in the Company’s view, to satisfy its ongoing needs under the Company’s

employee stock option plans.

During the entire period of accepting sale offers, i.e., from September 19, 2025, to October 18, 2025, a total of 226 offers were

submitted for a total number of 25,959,849 Huuuge shares, in connection with which the Company applied a proportional

reduction in accordance with the rules set forth in the invitation. The average reduction rate was 57.04% and applied to

shareholders holding less than 10% of the votes at its General Meeting.

Settlement of the SBB took place on October 21, 2025, outside the organized system of trading in financial instruments, through

IPOPEMA Securities S.A. As part of the buyback, the Company acquired 15,237,864 ordinary shares representing 25.40% of its

issued share capital at that time. The acquisition took place at a gross price of USD 7.8751 per share, i.e., for a total amount of

USD 119,999,703. The amounts due to investors, after deduction of applicable taxes, were converted from USD to PLN

according to the interbank exchange rate of October 20, 2025, which was 3.63 PLN/USD.

On October 22, 2025, the Board of Directors adopted a resolution to retire 15,237,864 ordinary shares of the Company. The

retired shares returned to the status of authorized and unissued ordinary shares of the Issuer. At the same time, the issued

share capital of Huuuge was reduced from 59,984,981 to 44,747,117 shares.

Factors affecting our results

Mobile gaming and social casino market environment

As far as market dynamics are concerned, according to Eilers & Krejcik estimates, the social casino market declined by 4.4% YoY

and 0.7% QoQ in Q4 2025. For the full year 2025, estimates indicate a 4.8% YoY decline (to USD 6.8 billion). The long-term

forecast was revised downwards in Q4 2025. The social casino market is now expected to decline at a 2.5% CAGR in 2025-2028,

reaching USD 6.2 billion by 2028.

User Acquisition expenses and our marketing strategy

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

reduced UA spending in 2025 by 18% year-over-year. Our goal is to align investment with the momentum generated by new

feature releases while maintaining a disciplined approach to paybacks. Marketing spend for Traffic Puzzle has been discontinued.

No active user acquisition or retargeting is currently allocated to this title.

Expected introduction of Google’s Privacy Sandbox

In October 2025, the digital advertising landscape underwent significant change as Google LLC announced the retirement of most

Privacy Sandbox technologies across both web and Android platforms, including Attribution Reporting API, IP Protection, Private

Aggregation, Protected Audience, Topics, and several others. The decision followed limited industry adoption and ecosystem

feedback, prompting Google to pivot away from its original plan for a unified privacy framework. At the same time, the UK

Competition and Markets Authority (CMA) officially released Google from its prior Sandbox commitments, concluding that the

competition concerns that led to those commitments “no longer arise.” This effectively ended regulatory oversight of Google’s

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

18

Sandbox rollout. Furthermore, Google confirmed that the planned phase-out of third-party cookies in Chrome has been cancelled,

opting to maintain existing support “for the foreseeable future.” These combined developments mark a substantial shift from the

previously anticipated transition toward privacy-preserving attribution methods, extending the current era of deterministic

measurement across Android and Chrome environments.

For Huuuge Games, these industry changes present both clarity and opportunity. With the company’s deterministic attribution

stack remaining fully operational, Huuuge continues to strengthen its analytical foundations by investing in first-party data

collection, cohort analysis, and advanced modelling techniques such as media-mix modelling and incrementality testing. The

company is also enhancing its cross-functional collaboration between marketing, product, and analytics teams to ensure

resilience as privacy standards evolve. While the discontinuation of major Privacy Sandbox components reduces short-term

disruption, Huuuge is proactively using this period of stability to optimise its marketing infrastructure, build privacy-ready

systems, and explore future compliance and measurement solutions. This strategic readiness positions Huuuge to maintain

accuracy in campaign evaluation, ensure data transparency, and continue delivering sustainable value to both players and

shareholders in an evolving regulatory environment.

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

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, rebranding the Global Intangible Low-Taxed Income (GILTI)

regime as Net CFC Tested Income (NCTI) and eliminating the 10% Qualified Business Asset Investment (QBAI) exemption.

Under the OBBBA, the Section 250 deduction for NCTI is permanently set at 40%, resulting in a corporate effective tax rate of

12.6% before the consideration of foreign tax credits. While the removal of the QBAI exemption expands the taxable base, the

legislation provides relief by reducing the foreign tax credit haircut from 20% to 10%, effectively allowing a 90% credit for eligible

foreign taxes paid. Consequently, the combination of a broader base and enhanced credit utilization is projected to stabilize our

foreign effective tax rate at approximately 14%. Following the enactment of the 2026 Cyprus Tax Reform, the Group’s effective

tax rate is impacted by the increase in the statutory corporate income tax rate from 12.5% to 15%, partially offset by the

extension of the 120% R&D super-deduction on qualifying expenditures through 2030.

Impact of the situation in Israel on our business

Huuuge's office in Tel Aviv, Israel accounts for approximately 6% of the Group's total headcount, which includes one senior

management position of our Huuuge Casino Studio. Since October 7, 2023, when Hamas militants conducted attacks from the

Gaza Strip, Israel has been engaged in ongoing military conflict. A ceasefire agreement took effect on October 10, 2025. The

security situation was further impacted by the joint Israeli and U.S. military operations against strategic Iranian facilities in the last

days of February 2026, which marked a significant escalation in regional tensions.

The Company maintains comprehensive contingency plans to ensure business continuity, including remote work capabilities for

Israeli-based teams and redundancy in critical functions. Our technology infrastructure continues to operate on cloud-based

systems maintained through geographically distributed data centers and availability zones in the US and EU, ensuring operational

resilience. None of our critical systems rely on data centers in Israel or nearby regions.

The internal task force established in 2023 remains active, though its focus has shifted from crisis management to long-term

continuity and monitoring. This group ensures that core competencies remain covered and that the Company can respond

instantly to any change in the security landscape.

As of the date of this Report’s publication, the conflict in Israel had no material impact on the Group’s operations or financial

performance.

Legal cases in the gaming industry

Over the past 5 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.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

19

On April 30, 2025, Apple revised its App Store Review Guidelines following a U.S. court ruling on April 30, 2025. This update,

limited to the U.S. App Store, adjusts rules around buttons, external links, and calls to action related to in-app purchases and

alternative payment methods.

Currently there is no prohibition on an application including buttons, external links, or other calls to action to a website the

developer owns or maintains responsibility for in order to purchase digital content or services, and no entitlement is required to

do so on the United States storefront. Also, applications distributed on Apple’s App Store are no longer barred from encouraging

users to use purchase methods other than in-app payments.

However we keep monitoring the above rules as they are fluid; Apple is appealing both the original injunction and the recent

contempt order that prompted the above change.

In the case of Google, on September 12, 2025, the Ninth Circuit upheld changes to Android and Google Play in an injunction

entered by a US District Court in an ongoing US legal proceeding with Epic Games. To ensure compliance with the injunction as of

October 29, 2025, Google has made changes to its policy for apps when serving users in the United States, similar to the changes

made by Apple. As of October 29, 2025 Google made the following changes for apps on mobile and tablet form factors when

serving users in the United States: 1) Google stopped prohibiting developers from communicating with users about the availability

or pricing of an app outside the Google Play Store, and from providing a link to download the app outside the Google Play Store or

link to transactions; 2) Google stopped requiring the use of Google Play Billing in apps distributed on the Google Play Store, and

stopped prohibiting the use of in-app payment methods other than Google Play Billing, as well as prohibiting developers from

communicating with users about the availability of a payment method other than Google Play Billing. Google did not require a

developer to set a price based on whether Google Play Billing is used. On December 9, 2025, as a follow-up to the above changes,

Google has announced the following changes which came into force on January 28, 2026: 1) Google clarified its Payments policy;

2) Google expanded alternative billing programs for all eligible developers serving US users; 3) Google launched the external

content links program for developers looking to link users in the US to external content. Currently developers have to enroll in the

applicable program offered by Google if they wish to continue linking users to external content or offering alternative billing

systems. Other than the above exceptions concerning participation in the alternative billing program or the external content links

program, apps may not lead users to a payment method other than Google Play's billing system. Currently Google does not

charge fees for transactions via alternative billing or external content links. However, Google informs that in the future it intends

to apply a service fee on successful transactions via alternative billing for users in the US.

In the near future Google may share more program requirements and business model changes and we keep monitoring the above

rules.

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

The European Commission has required Apple to make a series of additional changes under the Digital Markets Act, and as a

result, on June 26, 2025 Apple updated the Alternative Terms Addendum for Apps in the EU.

The updated terms let developers with apps in the European Union storefronts of the App Store communicate and promote offers

for purchase of digital goods or services available at a destination of their choice (e.g. a website, alternative app marketplace, or

another app) and can be accessed outside the app or within the app via a web view or native experience. App Store apps that

communicate and promote offers for digital goods or services will be subject to new business terms for those transactions — an

initial acquisition fee, store services fee, and for apps on the StoreKit External Purchase Link Entitlement (EU) Addendum, the

Core Technology Commission (CTC).

This change has no impact on Huuuge since the applications distributed via Apple platform in the EU use Apple’s in-app purchase

system.

Apple also informed that by January 1, 2026, Apple plans to move to a single business model in the EU for all developers. Under

this single business model, Apple will transition from the Core Technology Fee (CTF) to the CTC on digital goods or services. The

CTC will apply to digital goods or services sold by apps distributed from the App Store, Web Distribution, and/or alternative

marketplaces. Apps currently under the Alternative Terms Addendum for Apps in the EU continue to be subject only to the CTF

until the transition to the CTC is fully implemented next year. At that time, qualifying transactions will be subject to the CTC, and

the CTF will no longer apply.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

20

No changes in this regard have been announced yet after January 1, 2026.

Collective redundancies impact on the Group’s financial results

Salaries and employee related costs in 2025 include costs related to the headcount reductions amounting to USD 2,596 thousand

(group redundancies carried out in the first half of 2025). Following company-wide restructuring, operating costs (ex-UA) declined

year-over-year in 2025 and were lower by approximately USD 12 million on an annualized basis (compared to the pre-restructuring

run-rate operating costs). These savings were reflected across all operating cost line items.

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 2025.

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.

●

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 2025 and 2024 (YoY) for the Group and “core franchises,” i.e., Huuuge Casino and

Billionaire Casino.

YoY

KPI

All games

Core franchises

Huuuge Casino and Billionaire Casino

2025

2024

Change, %

2025

2024

Change, %

DAU (in thousands)

314.6

374.6

-16.0%

282.1

320.5

-12.0%

DPU (in thousands)

12.8

14.4

-10.8%

12.4

13.6

-9.1%

ARPDAU (in USD)

2.1

1.8

12.1%

2.3

2.1

7.8%

ARPPU (in USD)

50.1

47.4

5.8%

51.2

49.1

4.4%

Monthly Conversion (%)

7.8

7.0

0.8pp

8.6

7.8

0.7pp

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

21

Tables below presents our KPIs for Q4 2025, Q4 2024 and Q3 2025 for the Group and core franchises, i.e. Huuuge Casino and

Billionaire Casino.

YoY

KPI

All games

Core franchises

Huuuge Casino and Billionaire Casino

Q4 2025

Q4 2024

Change, %

Q4 2025

Q4 2024

Change, %

DAU (in thousands)

287.4

338.0

-15.0%

260.5

295.0

-11.7%

DPU (in thousands)

12.3

14.2

-13.6%

11.9

13.6

-12.6%

ARPDAU (in USD)

2.2

2.0

11.6%

2.4

2.2

7.8%

ARPPU (in USD)

51.7

47.0

9.9%

52.7

48.4

8.9%

Monthly Conversion (%)

7.7

8.1

-0.4pp

8.3

9.1

-0.8pp

QoQ

KPI

All games

Core franchises

Huuuge Casino and Billionaire Casino

Q4 2025

Q3 2025

Change. %

Q4 2025

Q3 2025

Change, %

DAU (in thousands)

287.4

302.0

-4.8%

260.5

271.6

-4.1%

DPU (in thousands)

12.3

12.0

2.5%

11.9

11.6

3.0%

ARPDAU (in USD)

2.2

2.0

10.3%

2.4

2.2

9.8%

ARPPU (in USD)

51.7

50.4

2.5%

52.7

51.5

2.3%

Monthly Conversion (%)

7.7

7.5

0.2pp

8.3

8.1

0.2pp

The annual decline in DAU for core franchises in 2025 and Q4 2025 YoY were primarily driven by reduced marketing expenditures

during the quarter, combined with churn among existing user cohorts, which is inline with the broader trends on social casino

market. Most monetization metrics increased QoQ in Q4 2025. This is the result of our continuous efforts to build player

engagement.

Over the past few years, we have successfully increased the ARPPU of our core franchises, maintaining this KPI at a very high

level compared to industry benchmarks since Q1 2023.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

22

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

23

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

24

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, 2025 and 2024, respectively, and for the two periods of three months ended December 31, 2025 and 2024,

respectively (“Q4 2025” and “Q4 2024”).

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

Cost of sales

(55,681)

(69,005)

-19.3%

(12,237)

(16,313)

-25.0%

Gross profit on sales

179,884

181,818

-1.1%

46,343

45,435

2.0%

Sales and marketing expenses:

(48,568)

(52,942)

-8.3%

(13,223)

(10,570)

25.1%

thereof, User acquisition marketing

campaigns

(31,946)

(38,887)

-17.8%

(9,236)

(6,676)

38.3%

thereof, General sales and marketing

expenses

(16,622)

(14,055)

18.3%

(3,987)

(3,894)

2.4%

Research and development

expenses

(17,782)

(22,209)

-19.9%

(3,803)

(5,297)

-28.2%

General and administrative

expenses

(28,385)

(31,291)

-9.3%

(7,097)

(7,070)

0.4%

Other operating income/(expense),

net

(953)

(4,468)

-78.7%

110

(3,774)

n/a

Operating result

84,196

70,908

18.7%

22,330

18,724

19.3%

Finance income

6,821

7,146

-4.5%

1,492

2,597

-42.5%

Finance expense

(3,005)

(269)

1,017.1%

(356)

(53)

571.7%

Profit before tax

88,012

77,785

13.1%

23,466

21,268

10.3%

Income tax

(14,916)

(12,433)

20.0%

(2,486)

(2,788)

-10.8%

Net result for the year

73,096

65,352

11.8%

20,980

18,480

13.5%

Exchange gains/(losses) on

translation of foreign operations

5,300

(2,541)

n/a

81

(2,204)

n/a

Total comprehensive income for

the year

78,396

62,811

24.8%

21,061

16,276

29.4%

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`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

EBITDA

92,665

80,111

15.7%

24,252

20,966

15.7%

EBITDA margin (%)

39.3%

31.9%

7.4pp

41.4%

34.0%

7.4pp

Adjusted EBITDA

96,049

87,096

10.3%

25,191

24,827

1.5%

Adjusted EBITDA margin (%)

40.8%

34.7%

6.1pp

43.0%

40.2%

2.8pp

Sales Profit

147,938

142,931

3.5%

37,107

38,759

-4.3%

Sales Profit margin (%)

62.8%

57.0%

5.8pp

63.3%

62.8%

0.5pp

User acquisition marketing

campaigns as % of revenue

13.6%

15.5%

-1.9pp

15.8%

10.8%

5pp

Adjusted Net Result

76,480

72,337

5.7%

21,919

22,341

-1.9%

Adjusted Net Result (%)

32.5%

28.8%

3.7pp

37.4%

36.2%

1.2pp

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.

Annual Report for the twelve-month period ended December 31, 2025

25

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

as

EBITDA

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

presented, i.e. Q4 2025, Q4 2024, 2025 and 2024 there were share-based payment expenses, 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 2025, Q4 2024, 2025 and 2024 there were share-based payment expenses 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, 2025

26

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`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

Gross profit on sales

179,884

181,818

-1.1%

46,343

45,435

2.0%

thereof, User acquisition marketing

campaigns

31,946

38,887

-17.8%

9,236

6,676

38.3%

Sales profit

147,938

142,931

3.5%

37,107

38,759

-4.3%

Sales profit margin %

62.8%

57.0%

5.8pp

63.3%

62.8%

0.5pp

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

Adjusted EBITDA reconciliation

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Net result for the year

73,096

65,352

11.8%

20,980

18,480

13.5%

Income tax

14,916

12,433

20.0%

2,486

2,788

-10.8%

Finance expense

3,005

269

1,017.1%

356

53

571.7%

Finance income

(6,821)

(7,146)

-4.5%

(1,492)

(2,597)

-42.5%

Depreciation and amortization

8,469

9,203

-8.0%

1,922

2,242

-14.3%

EBITDA

92,665

80,111

15.7%

24,252

20,966

15.7%

EBITDA Margin

39.3%

31.9%

7.4pp

41.4%

34.0%

7.4pp

Employee benefits costs –

share-based plan

1

2,384

3,485

-31.6%

939

361

160.1%

Revaluation losses on financial

instruments

1,000

3,500

-71.4%

-

3,500

-100.0%

Adjusted EBITDA

96,049

87,096

10.3%

25,191

24,827

1.5%

Adjusted EBITDA Margin

40.8%

34.7%

6.1pp

43.0%

40.2%

2.8pp

1

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`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Net result for the year

73,096

65,352

11.8%

20,980

18,480

13.5%

Employee benefits costs –

share-based plan

1

2,384

3,485

-31.6%

939

361

160.1%

Revaluation losses on financial

instruments

1,000

3,500

-71.4%

-

3,500

-100.0%

Adjusted Net Result

76,480

72,337

5.7%

21,919

22,341

-1.9%

Adjusted Net Result %

32.5%

28.8%

3.7pp

37.4%

36.2%

1.2pp

1

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, 2025

27

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`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Gaming applications

234,417

249,039

-5.9%

58,313

61,439

-5.1%

Advertising

1,148

1,784

-35.7%

267

309

-13.6%

Total revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

The decline in revenue generated by in-app purchases in gaming applications was primarily driven by lower engagement levels

and a decrease in Daily Paying Users (DPUs) across key franchises, not fully offset by higher spending per user.

Revenue from advertising decreased mainly due to lower advertising inventory and reduced ad placements in Traffic Puzzle.

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

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Huuuge Casino

153,281

162,297

-5.6%

38,490

39,925

-3.6%

Billionaire Casino

78,742

82,833

-4.9%

19,326

20,795

-7.1%

Total Core Franchises

232,023

245,130

-5.3%

57,816

60,720

-4.8%

Traffic Puzzle

2,532

4,445

-43.0%

532

792

-32.8%

Other games

1,010

1,248

-19.1%

232

236

-1.7%

Total Legacy Games

3,542

5,693

-37.8%

764

1,028

-25.7%

Total revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

Revenue generated by our core games, Huuuge Casino and Billionaire Casino, decrease was primarily driven by lower player

engagement, partially offset by stable monetization levels.

Revenue from Traffic Puzzle decreased reflecting a further decline in user acquisition spending and the game's continued

maintenance mode status since early 2023.

Revenue was generated in the following geographical locations:

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

North America

136,727

147,013

-7.0%

32,945

35,674

-7.6%

Europe

70,998

74,390

-4.6%

18,417

18,811

-2.1%

Asia-Pacific (APAC)

23,709

24,975

-5.1%

6,117

6,121

-0.1%

Other

4,131

4,445

-7.1%

1,101

1,142

-3.6%

Total revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

North America (i.e., mainly the United States) remained the most significant region in terms of revenue, reaching USD 136,727

thousand in 2025 compared to USD 147,013 thousand in the corresponding period of 2024, representing a decrease of USD

10,286 thousand (-7.0%). In Q4 2025, North America, as in 2025, remained the most significant region in terms of revenue,

reaching USD 32,945 thousand compared to USD 35,674 thousand in Q4 2024, which represents a decrease of USD 2,729

thousand (-7.6%).

The above data represents management's best estimates, as a precise geographical breakdown is not available for some

revenue sources. The allocation of revenue to individual regions is based on the location of end users. No single end customer

with whom the Group transacts accounted for 10% or more of the Group's total revenue in the twelve-month periods ended

December 31, 2025, or December 31, 2024, respectively.

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).

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

28

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

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Third-party platforms

173,784

220,881

-21.3%

36,904

52,170

-29.3%

Direct-to-consumer platforms

61,781

29,942

106.3%

21,676

9,578

126.3%

Total revenue

235,565

250,823

-6.1%

58,580

61,748

-5.1%

Our Direct-to-Consumer (DTC) channel (Webshop), remains a strategic priority for the Company. 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.

Operating expenses

Cost of sales

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Cost of sales

(55,681)

(69,005)

-19.3%

(12,237)

(16,313)

-25.0%

Sales and marketing expenses:

(48,568)

(52,942)

-8.3%

(13,223)

(10,570)

25.1%

thereof User acquisition marketing

campaigns

(31,946)

(38,887)

-17.8%

(9,236)

(6,676)

38.3%

thereof General sales and marketing

expenses

(16,622)

(14,055)

18.3%

(3,987)

(3,894)

2.4%

Research and development

expenses

(17,782)

(22,209)

-19.9%

(3,803)

(5,297)

-28.2%

General and administrative

expenses

(28,385)

(31,291)

-9.3%

(7,097)

(7,070)

0.4%

Total operating expenses

(150,416)

(175,447)

-14.3%

(36,360)

(39,250)

-7.4%

Cost of Sales

The decline in Cost of Sales was mainly attributable to the shift in revenue mix toward the Direct-to-Consumer (Webshop)

channel, which bears significantly lower platform fees and other related costs.

Sales and Marketing Expenses

Sales and marketing expenses decline was primarily driven by a 17.8% reduction in User Acquisition (UA) marketing campaigns,

which was partially offset by an 18.3% increase in general sales and marketing expenses (higher salary and employee-related

costs resulting from the reclassification of the internal team costs). In Q4 2025, sales and marketing expenses increased by

USD 2,653 thousand (+25.1%) compared to Q4 2024. This quarterly rise was affected by a 38.3% rise in UA campaign spending,

reflecting a strategic decision to increase UA investment during the second half of 2025, while general sales and marketing

expenses grew by 2.4%.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

29

Research and Development (R&D) Expenses

Research and development expenses decrease was primarily driven by lower employee-related costs and reduced

stock-option-plan expenses.

General and Administrative Expenses

General and administrative expenses decrease mainly reflected lower employee-related costs and reduced stock-option-plan

expenses.

Profitability

In 2025, our sales profit increased by USD 5,007 thousand (+3.5%) compared to the corresponding period of 2024, with the

sales profit margin improving by 5.8 pp to 62.8%. This improvement was mainly driven by a significant reduction in user

acquisition marketing expenses (-17.8% YoY) and lower cost of sales. In Q4 2025, sales profit amounted to USD 37,107

thousand, representing a decrease of 4.3% compared to Q4 2024, while the sales profit margin remained stable at 63.3% (+0.5

pp YoY).

Adjusted EBITDA increased by USD 8,953 thousand (+10.3%) for the full year 2025, reaching USD 96,049 thousand, with the

adjusted EBITDA margin rising by 6.1 percentage points to 40.8%. This growth reflects a significant improvement in operating

efficiency supported by cost discipline. In Q4 2025, adjusted EBITDA amounted to USD 25,191 thousand, representing a

year-on-year increase of 1.5%, with a margin of 43.0% (+2.8 pp).

In 2025, adjusted net result increased by USD 4,143 thousand (+5.7%) to reach USD 76,480 thousand. The adjusted net result

margin improved by 3.7 pp to 32.5%. This increase was mainly the result of higher operating profitability.

In Q4 2025, the adjusted net result amounted to USD 21,919 thousand, representing a slight decrease of 1.9% compared to Q4

2024. Nevertheless, the adjusted net result margin for this quarter improved by 1.2 pp to 37.4%. The net result for the full year

accounts for higher income tax, which amounted to USD 14,916 thousand (+20.0% YoY).

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

30

Finance income/(expenses), net

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

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Finance income

6,821

7,146

-4.5%

1,492

2,597

-42.5%

Finance expense

(3,005)

(269)

1,017.1%

(356)

(53)

571.7%

Finance income, net

3,816

6,877

-44.5%

1,136

2,544

-55.3%

In 2025, net financial income decrease was primarily attributable to unfavorable foreign exchange differences, specifically the

fluctuation of the PLN/USD exchange rate. In the fourth quarter of 2025, net financial income decreased due to adverse

fluctuations of exchange rates.

Statement of financial position of the Group

The following selected consolidated financial information as at December 31, 2025 and December 31, 2024.

As at December 31

As at December 31

in thousand USD

2025

Structure

2024

Structure

ASSETS

Total non-current assets, including:

15,466

10.0%

25,838

12.7%

Right-of-use assets

2,978

1.9%

4,847

2.4%

Goodwill

2,712

1.7%

2,408

1.2%

Intangible assets

3,949

2.5%

7,780

3.8%

Long-term investments

-

0.0%

500

0.2%

Other items

5,827

3.8%

10,303

5.1%

Total current assets, including:

139,820

90.0%

177,477

87.3%

Trade and other receivables

28,383

18.3%

29,702

14.6%

Cash and cash equivalents

100,568

64.8%

141,840

69.8%

Other short-term financial assets

8,074

5.2%

2,465

1.2%

Other receivables

2,795

1.8%

3,470

1.7%

Total assets

155,286

100.0%

203,315

100.0%

EQUITY

Total equity

132,554

85.4%

172,810

85.0%

LIABILITIES

Total non-current liabilities, including:

923

0.6%

3,964

1.9%

Long-term lease liabilities

522

0.3%

3,609

1.8%

Other items

401

0.3%

355

0.2%

Total current liabilities, including:

21,809

14.0%

26,541

13.1%

Trade and other payables

13,135

8.5%

11,426

5.6%

Short-term lease liabilities

3,974

2.6%

3,942

1.9%

Provisions

1,535

1.0%

1,700

0.8%

Corporate income tax liabilities

1,172

0.8%

7,594

3.7%

Other items

1,993

1.3%

1,879

0.9%

Total liabilities

22,732

14.6%

30,505

15.0%

Total equity and liabilities

155,286

100.0%

203,315

100.0%

Assets

Total assets as of December 31, 2025, amounted to USD 155,286 thousand, representing a decrease of USD 48,029 thousand

(-23.6%) compared to USD 203,315 thousand as of December 31, 2024. The structure of assets changed, although the largest

share continued to be held by cash and cash equivalents, which amounted to USD 100,568 thousand and accounted for 64.8%

of total assets (compared to 69.8% at the end of 2024). The decrease in total assets was primarily due to a reduction in current

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

31

assets, including mainly cash. Non-current assets also recorded a decrease from USD 25,838 thousand to USD 15,466

thousand, mainly due to lower values of intangible assets and right-of-use assets.

Equity

As of December 31, 2025, equity amounted to USD 132,554 thousand, representing a decrease of USD 40,256 thousand

(-23.3%) compared to USD 172,810 thousand as of December 31, 2024. This is an effect of the settlement of the USD 120

million share buyback (SBB) in Q3 2025 offset by current year earnings amounting to USD 73,096 thousand.

Liabilities

Total liabilities as of December 31, 2025, were USD 22,732 thousand, which is a decrease of USD 7,773 thousand (-25.5%)

compared to USD 30,505 thousand as of December 31, 2024. This decrease was largely driven by a reduction in corporate

income tax liabilities, which fell from USD 7,594 thousand to USD 1,172 thousand. At the end of 2025, the primary liability items

included trade and other payables, which increased to USD 13,135 thousand and accounted for 8.5% of total equity and

liabilities (compared to 5.6% at the end of 2024). Short-term lease liabilities amounted to USD 3,974 thousand (2.6% of the

structure), while tax liabilities dropped to 0.8% (from 3.7% the previous year). The vast majority of liabilities consists of current

liabilities (USD 21,809 thousand), while non-current liabilities decreased to USD 923 thousand.

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, 2025 and December 31, 2024 and for Q4 2025 compared to Q4 2024.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

32

in thousand USD

12m`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Cash flows from operating activities

Profit before tax

88,012

77,785

13.1%

23,466

21,268

10.3%

Adjustments for:

Total of non-cash changes in depreciation,

amortization and profits or losses on

disposal of assets

9,153

9,780

-6.4%

1,876

2,756

-31.9%

Non-cash employee benefits expense -

share-based payments

2,384

3,485

-31.6%

939

357

163.0%

Finance (income)/expense, net

(2,837)

(7,703)

-63.2%

(2,044)

(2,559)

-20.1%

Revaluation losses on financial instruments

1,000

3,500

-71.4%

-

3,500

-100.0%

Changes in net working capital

(4,450)

(10,559)

-57.9%

(5,429)

(7,289)

-25.5%

Cash flows from operating activities

93,262

76,288

22.2%

18,808

18,033

4.3%

Income tax paid

(14,898)

(11,277)

32.1%

(3,656)

(283)

n/a

Net cash flows from operating activities

78,364

65,011

20.5%

15,152

17,750

-14.6%

Cash flows from investing activities,

including:

Interest received

6,454

5,570

15.9%

1,170

1,306

-10.4%

Loans granted

(1,359)

-

n/a

(563)

-

n/a

Acquisition of property, plant and equipment

and intangible assets

(1,204)

(3,477)

-65.4%

(331)

(744)

-55.5%

Long-term investments

(500)

(4,000)

-87.5%

-

-

n/a

Other items

1,371

1,274

7.6%

364

321

13.4%

Net cash flows from/(used in) investing

activities

4,762

(633)

n/a

640

883

-27.5%

Cash flows from financing activities,

including:

Lease repayment (principal) & interest paid

(4,693)

(4,255)

10.3%

(1,180)

(950)

24.2%

Exercise of stock options

142

286

-50.3%

76

46

65.2%

Repurchase of own shares incl. transaction

costs

(121,157)

(70,455)

72.0%

(120,780)

(11)

n/a

Net cash flows from/(used in) financing

activities

(125,708)

(74,424)

68.9%

(121,884)

(915)

n/a

Net increase/(decrease) in cash and cash

equivalents

(42,582)

(10,046)

323.9%

(106,092)

17,718

n/a

Net cash flows from operating activities

Net cash flows from operating activities amounted to USD 78,364 thousand in 2025, compared to USD 65,011 thousand in the

corresponding period of 2024, representing an increase of USD 13,353 thousand (+20.5%). The improvement was mainly driven

by higher profit before tax (USD 88,012 thousand vs USD 77,785 thousand) and favorable changes in working capital. In Q4

2025, net cash flows from operating activities amounted to USD 15,152 thousand, compared to USD 17,750 thousand in Q4

2024, which represents a decrease of 14.6%. The decrease was primarily driven by higher income tax payments (primarily due

to a change in the tax payment methodology for a key subsidiary; while this change does not impact the total tax expense for

the year, it resulted in a higher cash outflow during 2025), partially offset by reduced changes in working capital.

Net cash flows from investing activities

Net cash flows from investing activities amounted to USD 4,762 thousand in 2025, compared to negative cash flows of USD

633 thousand in the corresponding period of 2024. The improvement was mainly due to a significant reduction in long-term

investments (-87.5%) and lower expenditure on property, plant and equipment and intangible assets (-65.4%). There was also a

positive impact from higher interest income, which increased by 15.9% year-on-year. In Q4 2025, net cash flows from investing

activities amounted to USD 640 thousand, compared to USD 883 thousand in Q4 2024.

Net cash flows from financing activities

Net cash flows from financing activities were negative at USD 125,708 thousand in 2025, compared to negative USD 74,424

thousand in the corresponding period of 2024, representing a 68.9% increase in cash outflows. This change was primarily due

to the share buyback (repurchase of own shares) carried out in the amount of USD 121,157 thousand in 2025, compared to USD

70,455 thousand in 2024. In Q4 2025, net cash flows from financing activities were negative at USD 121,884 thousand,

compared to negative USD 915 thousand in the corresponding quarter of 2024.

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, 2025, including those granted to the

Company’s related entities.

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

derivative transactions. Under the terms of this agreement, the participating entities are held jointly and severally liable for

obligations arising from executed transactions. As of December 31, 2025, the maximum contingent exposure under this

arrangement is limited to a total of USD 21,102 thousand.

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`2025

12m`2024

Change, %

Q4`2025

Q4`2024

Change, %

Profitability ratios

Gross Profit margin

76.4%

72.5%

3.9pp

79.1%

73.6%

5.5pp

Adjusted EBITDA margin

40.8%

34.7%

6.1pp

43.0%

40.2%

2.8pp

EBITDA margin

39.3%

31.9%

7.4pp

41.4%

34.0%

7.4pp

Adjusted Net Result margin

32.5%

28.8%

3.7pp

37.4%

36.2%

1.2pp

Efficiency ratios

Debtors days

45.4

46.1

-1.5%

Creditors days

29.8

29.8

0.0%

Liquidity ratio

Current ratio

6.4

6.7

-4.5%

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

33

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

The Group is in very good financial condition, with a high level of cash and equivalents (USD 100 568 thousand).

Because the Group (including the Parent Company) did not use external financing in 2024-2025, 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, 2025,

and 2024.

in thousand USD

Year ended December 31, 2025

Year ended December 31, 2024

Revenue

977

934

Dividend income

84,000

100,822

Operating expenses

(5,338)

(4,084)

Revaluation losses on financial instruments

(1,000)

(3,500)

Impairment losses on investments

-

(1,971)

Other operating expenses

(113)

(194)

Operating result

78,526

92,007

Finance income/(expense), net

3,500

3,931

Profit/(loss) before tax

82,026

95,938

Income tax

(4,715)

(211)

Net result for the period

77,311

95,727

Other comprehensive income

-

-

Total comprehensive income/(loss) for the year

77,311

95,727

The Company's separate net result for the year ended December 31, 2025, decreased to USD 77,311 thousand, compared to

USD 95,727 thousand for the year ended December 31, 2024. This decline was primarily the result of a decrease in the

operating result, which fell from USD 92,007 thousand in 2024 to USD 78,526 thousand in 2025. The primary driver for this

change was lower intragroup dividend income, which amounted to USD 84,000 thousand in 2025 compared to USD 100,822

thousand in the prior year. Additionally, the net result was impacted by higher income tax expenses, which rose to USD 4,715

thousand in 2025 from USD 211 thousand in 2024.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

34

Selected separate statements of financial position

Below are selected financial information as of December 31, 2025, and December 31, 2024.

in thousand USD

As at December 31, 2025

As at December 31, 2024

Assets

Non-current assets

Investment in subsidiaries

30,381

28,995

Deferred tax asset

337

2,841

Long-term investments

-

500

Total non-current assets

30,718

32,336

Current assets

Dividend receivable

-

44,864

Corporate income tax receivable

1,280

1,285

Loans granted

1,394

-

Trade and other receivables

2,633

911

Cash and cash equivalents

74,231

71,441

Total current assets

79,538

118,501

Total assets

110,256

150,837

Equity

Share capital

1

1

Treasury shares

(15,180)

(15,720)

Supplementary capital

(43,464)

78,112

Employee benefit reserve

31,618

29,234

Retained earnings/(Accumulated losses)

133,536

56,225

Total equity

106,511

147,852

Current liabilities

Trade and other payables

2,210

1,285

Other provisions

1,535

1,700

Total current liabilities

3,745

2,985

Total equity and liabilities

110,256

150,837

Assets

Total assets decreased by USD 40,581 thousand (-26.9%), from USD 150,837 thousand as of December 31, 2024, to USD

110,256 thousand as of December 31, 2025. The decline was mainly due to the settlement of dividend receivables, which were

reduced to zero from USD 44,864 thousand. As of December 31, 2025, total assets primarily consisted of: (1) cash and cash

equivalents, which increased to USD 74,231 thousand and accounted for 67.3% of total assets (compared to 47.4% at the end

of 2024), and (2) investment in subsidiaries, amounting to USD 30,381 thousand and representing 27.6% of total assets

(compared to 19.2% at the end of 2024). Non-current assets slightly decreased to USD 30,718 thousand, mainly due to a lower

deferred tax asset.

Liabilities

Total liabilities increased by USD 760 thousand (25.5%), from USD 2,985 thousand as of December 31, 2024, to USD 3,745

thousand as of December 31, 2025. This increase was primarily due to a rise in trade and other payables, which grew from USD

1,285 thousand to USD 2,210 thousand. All liabilities remain current in nature, with other provisions decreasing slightly to USD

1,535 thousand.

Equity

Total equity decreased by USD 41,341 thousand (-28%), from USD 147,852 thousand as of December 31, 2024, to USD 106,511

thousand as of December 31, 2025.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

35

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, 2025 and December 31, 2024.

in thousand USD

Year ended

December 31, 2025

Year ended

December 31, 2024

Change

change, %

Cash flows from operating activities

Profit/(loss) before tax

82,026

95,938

(13,912)

(14.5)%

Adjustments for:

Finance (income)/expense, net

(3,789)

(2,380)

(1,409)

59.2%

Revaluation losses on financial instruments

1,000

3,500

(2,500)

-71.4%

Impairment of assets and other adjustments

-

1,953

(1,953)

-100.0%

Non-cash employee benefits expense –

share-based payments

166

618

(452)

-73.1%

Share-based payments - ESOP recharge from

subsidiaries

135

1,429

(1,294)

-90.6%

(Profit)/loss on liquidation of investment

(113)

-

(113)

n/a

Changes in net working capital:

Trade and other receivables

(1,722)

1,050

(2,772)

n/a

Trade and other payables

904

(1,386)

2,290

n/a

Dividend receivables

42,664

(37,662)

80,326

n/a

Other provisions

(165)

-

(165)

n/a

Other adjustments

13

-

13

n/a

Cash flows from operating activities

121,119

63,060

58,211

92.1%

Income tax (paid)/received

(18)

(681)

663

-97.4%

Net cash flows from/(used in) operating activities

121,101

62,379

58,874

94.1%

Cash flows from investing activities

Interest received

3,814

2,422

1,392

57.5%

Loans granted

(1,359)

-

(1,359)

n/a

Long-term investments inflows

810

318

492

154.7%

Long-term investments outflows

(500)

(4,000)

-87.5%

Net cash flows from investing activities

2,765

(1,260)

525

n/a

Cash flows from financing activities

Repurchase of own shares incl. transaction costs

(121,157)

(70,455)

(50,702)

72.0%

Exercise of stock options

142

286

(144)

-50.3%

Net cash flows from financing activities

(121,015)

(70,169)

(50,846)

72.5%

Net increase/(decrease) in cash and cash

equivalents

2,851

(9,050)

8,553

n/a

Effect of exchange rate fluctuations and accrued

interest

(61)

(41)

(20)

48.8%

Cash and cash equivalents at beginning of the

period

71,441

80,532

(9,091)

-11.3%

Cash and cash equivalents at end of the period

74,231

71,441

2,790

3.9%

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

36

Cash Flows from Operating Activities

Net cash inflows from operating activities for the year ended December 31, 2025, amounted to USD 121,101 thousand,

representing a 94.1% increase compared to USD 62,379 thousand in 2024. This significant growth was primarily driven by the

collection of dividend receivables, which contributed USD 42,664 thousand to working capital (compared to a negative impact

of USD 37,662 thousand in 2024). Profit before tax for the period was USD 82,026 thousand.

Cash Flows from Investing Activities

Net cash inflows from investing activities for the year ended December 31, 2025, amounted to USD 2,765 thousand, compared

to a net outflow of USD 1,260 thousand in 2024. The change was mainly due to higher interest received on deposits (USD 3,814

thousand vs. USD 2,422 thousand in 2024) and long-term investment inflows of USD 810 thousand. These were partially offset

by loans granted amounting to USD 1,359 thousand.

Cash Flows from Financing Activities

In 2025, the company recorded net cash outflows from financing activities of USD 121,015 thousand, reflecting a 72.5%

increase compared to USD 70,169 thousand in 2024. This was primarily driven by the repurchase of own shares (including

transaction costs), which totaled USD 121,157 thousand in 2025 compared to USD 70,455 thousand in the previous year.

As a result of these activities, cash and cash equivalents at the end of the period increased by 3.9% year-on-year, rising from

USD 71,441 thousand at the beginning of the year to USD 74,231 thousand as of December 31, 2025.

Intangible assets

In 2025, the Company does not have any key intangible assets.

Information regarding intangible assets is described in Note 9 of the Consolidated Financial Statements for 2025.

Assessment of the possibility of realizing the investment

plans

The Company has a high level of cash and cash equivalents as at December 31, 2025. 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

potentially acquiring other entities operating in the iGaming 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 2025 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 2025.

Significant events after the balance sheet date

After December 31, 2025 and up to the date of approval of this Report for publication no significant events.

Possibility of accomplishing previously published forecasts

The Board of Directors did not publish financial forecasts for the Company and the Group for the year 2025.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

37

Financial Instruments

Huuuge Global Ltd and Huuuge Games Sp. z o.o. entered into short-term currency forward contracts with a duration not

exceeding 12 months. The notional amount of the outstanding contracts as at December 31, 2025, amounted to USD 50,907

thousand. The fair value gain on these contracts amounted to USD 33 thousand in the year ended December 31, 2025.

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

derivative transactions. Under the terms of this agreement, the participating entities are held jointly and severally liable for

obligations arising from executed transactions. As of December 31, 2025, the maximum contingent exposure under this

arrangement is limited to a total of USD 21,102 thousand.

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, 2025, and December 31, 2024, 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. entered into short-term currency forward contracts with a duration not

exceeding 12 months. The notional amount of the outstanding contracts as at December 31, 2025, amounted to USD 50,907

thousand. The fair value gain on these contracts amounted to USD 33 thousand in the year ended December 31, 2025.

Structure of the main capital investments or major capital

expenditures

There were no main capital investments or major capital expenditures as of December 31, 2025.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

38

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 common stock

44,747,115

The authorized share capital of the Issuer remained unchanged and amounted to 85,300,474 shares.

On October 22, 2025, 15,237,864 common shares of Huuuge, Inc. were retired, decreasing the issued share capital from

59,984,981 to 44,747,117 shares. A broader description of the Share Buyback Program and the retirement of shares has been

included by the Company in the section "Significant achievements or failures and description of events, including those of an

unusual nature, having a significant impact on the operations and financial statements of Huuuge, Inc. and its Group" of this

Report.

The Company's issued share capital as of the date of approval of this Report for publication consists of: (i) 44,747,115

Common Shares with a nominal value of USD 0.00002 each and two Preferred Shares with a nominal value of USD 0.00002

each (the Preferred Shares are not admitted to trading on the WSE).

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.

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

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

otherwise or unless specified in the Certificate of Incorporation, holders of Common Shares and Preferred Shares vote together

as one class on all matters submitted to a vote of stockholders. The Certificate of Incorporation and Bylaws do not provide for

any restrictions on the transferability of the Company's securities.

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.

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.

Annual Report for the twelve-month period ended December 31, 2025

40

Number of shares/votes

44,747,117

1

44,747,117

1

Shareholder

Shares

% of share capital

Votes

% of votes

at the General Meeting

Anton Gauffin (through Big Bets OÜ)

2

14,514,455

4

32.44

14,514,455

4

32.44

Raine Group (through RPII HGE LLC)

2

5,536,520

12.37

5,536,520

12.37

Nationale-Nederlanden FUNDS

3

2,801,319

6.26

2,801,319

6.26

Huuuge Inc.

4

3,763,631

8.41

3

3,763,631

8.41

3

Others

18,131,192

40.52

18,102,692

40.52

1

44,747,117 Common Shares are introduced to public trading on the Warsaw Stock Exchange as of the date of approval of the Annual Report for publication. Moreover,

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

2

including one Preferred Share

;

3

“according to the notice dated 27 October 2025, published in current report no. 21/2025

4

The Company cannot exercise voting rights from its treasury shares according to Delaware law.

As part of the share buyback conducted between 19 September 2025 and 18 October 2025 — as described in more detail by the

Company in this Report:

●

The Issuer acquired 15,237,864 of its own shares,

●

Big Bets OÜ sold to the Company 5,098,885 shares,

●

RPII HGE LLC sold to the Company 2,064,446 shares,

●

Nationale-Nederlanden Open Pension Fund sold to the Company 2,109,624 shares.

Treasury Shares

As of December 31, 2024, the number of treasury shares held by the Company was 3,915,282, representing 6.53% of the

Company's then-issued share capital.

In 2025, the Company conducted Share Buyback Program and subsequently retired 15,237,864 treasury shares as described

above.

During 2025, the Company's Board of Directors approved the allocation of a total of 139,281 treasury shares for the exercise of

employee stock options, which were all issued in 2025.

Accordingly, as of December 31, 2025, the number of treasury shares held by the Company amounted to 3,776,001 shares

representing 8.44% of the Company's issued share capital.

On February 20, 2026, the Company’s Board of Directors approved allocation of up to 12,370 treasury shares for the exercise of

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

As of the date of approval of the Report for publication, the Issuer held 3,763,631 treasury shares representing 8.41% of the

Company's issued share capital.

More detailed information on share capital can be found in Note 14 Share Capital in the Consolidated Financial Statement for

2025.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

41

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, 2025 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,

or

- 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 15 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

On September 18, 2025, the Board of Directors adopted a plan for managing the Company's retained earnings titled "Huuuge,

Inc. Capital Distribution Policy," committing the Company to distribute between 50% and 100% of its annual free cash flows

(FCF) to shareholders.

The Policy will apply beginning with distributions for the fiscal year 2025.

A broader description of the Policy and its assumptions has been included by the Company in the section "Significant

achievements or failures and description of events, including those of an unusual nature, having a significant impact on the

operations and financial statements of Huuuge, Inc. and its Group" of this Report.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

42

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:

44,747,115

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

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 April 18, 2025, the Annual General Meeting of Shareholders was held, during which Krzysztof Kaczmarek and Tom

Jacobsson were re-elected as Independent Non-Executive Directors of the Company for a term beginning on April 18, 2025,

until the next Annual General Meeting of Shareholders or until the election and qualification of their successors or until their

earlier death, resignation, or removal.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

43

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 a 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

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 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

2025

2026

Henric Suuronen

Non-executive Director

2025

2026

John Salter

Non-executive Director

2025

2026

Krzysztof Kaczmarczyk

Non-executive Director (independent)

2025

2026

Tom Jacobsson

Non-executive Director (independent)

2025

2026

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

44

On April 18, 2025, the Annual General Meeting of Shareholders re-elected Krzysztof Kaczmarek and Tom Jacobsson as

Independent Non-Executive Directors of the Company for a term beginning on April 18, 2025, until the next Annual General

Meeting of Shareholders or until the election and qualification of their successors or until their earlier death, resignation, or

removal.

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, 2025 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.

Name

Function

Cash

compensation

(USD thousand)

Share-based payment

Anton Gauffin

Executive Chairman of the Board

208

111

Henric Suuronen

Non-executive director

76

-

John Salter

Non-executive director

84

-

Krzysztof Kaczmarczyk

Non-executive director (independent)

91

-

Tom Jacobsson

Non-executive director (independent)

84

-

Total

543

111

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 543 thousand for

the year ended December 31, 2025. 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)

1

Executive Chairman of the Board

and Executive Director

14,514,455

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

1

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

45

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.

Information on all liabilities arising from pensions

In 2025 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 2025, 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.

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.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

46

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 to 2025, he

held 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.

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.

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.

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.

In 2025, the Audit Committee of the Board of Directors held five (5) meetings.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

47

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

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.

Mr. Wojciech Wronowski has been serving as the Chief Executive Officer since September 18, 2023.

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 2025. 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.

Mr. Erik Duindam has been serving as Chief Operating Officer since September 18, 2023.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

48

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.

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.

Ms Monika Kierepa has been serving as the secretary of the Company since September 18, 2023

Diversity Policy

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.

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 2025 included audit services, including standard tax compliance

services.

2025

2024

Audit of the annual standalone financial statements of Huuuge, Inc.

46,000

47,000

Audit of the annual consolidated financial statements of the Huuuge Group

122,000

126,000

Review of the semi-annual financial statements of Huuuge, Inc.

17,000

18,000

Review of the semi-annual consolidated financial statements of the Huuuge Group

45,000

46,000

Other services

126,975

187,220

Total

356,975

424,220

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

49

Risk factors

The identification of risk factors takes place on the basis of the implemented risk management process. This process has been

formally established in the organization based on the Risk Management Policy.

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 include:

●

identification, analysis, assessment and evaluation of risks;

●

clear risks ownership;

●

ensuring comparability of risks occurring in different areas of organization;

●

reduction of the frequency of occurrence and impact of adverse incidents ;

●

development of the necessary actions, controls, tools and processes to implement an adequate response to each

risk;

●

regular monitoring and reporting on the effectiveness of risk management activities.

All employees of the organization are involved in the risk management process. The most important functions are performed

by the Board of Directors, Officers, Audit Committee, Global 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.

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”.

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.

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

50

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.

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 2025 and 2024. 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.

Ability to retain skilled employees and further develop an attractive employer brand

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

51

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 them 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.

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, acquisition 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.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

52

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 our 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.

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.

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Annual Report for the twelve-month period ended December 31, 2025

53

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.

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.

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 2025.

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 on our revenues.

Our success and continued growth are heavily reliant on the experience and talent of our managers and skilled employees

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

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54

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, 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.

Our operations depend on third-party platforms used to offer our games

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 1% 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, 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

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55

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.)

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,

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56

are located in Poland. We operate offices in different cities worldwide, including Tel Aviv, Israel; Limassol, Cyprus; 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.

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 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.

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Annual Report for the twelve-month period ended December 31, 2025

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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.

During the fiscal year ending December 31, 2025, the Company complied with the principles of corporate governance included

in

the

document

„Best

Practices

WSE

Huuuge,”

according

to

a

statement

posted

on

the

website:

https://ir.huuugegames.com/en/best-practices

.

During the fiscal year ending December 31, 2025. The Company did not comply with the following corporate governance

principles:

1. DISCLOSURE POLICY, INVESTOR COMMUNICATIONS

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.

The Issuer publishes the assumptions of its business strategy, including strategic goals and development directions, in

presentations and reports regularly published on its website. Progress in implementing this strategy, including a description of

significant achievements and setbacks, is presented in the Company's financial reports and earnings presentations. Progress

in strategy implementation is also commented on by the Group's Management Board during earnings conferences. The Issuer

does not include all ESG factors in its business strategy because it is not currently subject to ESG reporting and does not

conduct comprehensive analysis in this area.

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 does not address these issues in its strategy information because it is not currently subject to ESG reporting

and does not conduct comprehensive analysis in this area.

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

criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and

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58

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.

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

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Annual Report for the twelve-month period ended December 31, 2025

59

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

3.6

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.

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Annual Report for the twelve-month period ended December 31, 2025

60

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 3.5 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 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. The Company has a capital deployment policy covering those issues.

6. REMUNERATION

6.4.

As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board

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

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61

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

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 19 of the Separate Financial Statements for

2025.

Loan financing transactions in the Group

In 2025, the Issuer did not enter into any loan transactions within the Group.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

62

Transactions between the Company and its shareholders

On October 21, 2025, Anton Gauffin (through Big Bets OÜ) and Raine Group (through RPII HGE LLC), sold 7,163,331 shares in

total under the Share Buy-back amounting to USD 56,412 thousand.

Transactions between the Company and the Board of Directors

On October 21, 2025, Anton Gauffin (through Big Bets OÜ) and Raine Group (through RPII HGE LLC), sold 7,163,331 shares in

total under the Share Buy-back amounting to USD 56,412 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, 2025, the Subsidiaries did not conclude any

transactions with related parties of the Company other than the Subsidiaries.

Significant agreements

In 2025, Huuuge, Inc. did not conclude any significant agreements related to its operations.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

63

Identification of significant court cases

As of the date of the issuance of this report, 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. On April 25, 2025, the Supreme Court of Alabama issued an order compelling

arbitration. On May 14, 2025, the state court stayed the case pending the outcome of the arbitration. On June 17,

2025, the plaintiff field a motion to lift the stay. On July 7, the court issued an order denying the motion to lift the stay.

July 23, 2025, the Company received a notice of the demand filed with American Arbitration Association from the

plaintiff. The case is proceeding in arbitration. The initial briefs of the parties have been exchanged on November 21,

2025. The company challenged the jurisdiction of American Arbitration Association over the dispute. On January 28,

2026, the arbitrator issued an order that American Arbitration Association has authority to adjudicate the dispute only

as to the users who have played the games on or before October 6, 2023. On February 25, 2026, the Company

received a notice of the demand filed with JAMS from the plaintiff. The demand filed with JAMS pertains to the users

who have played the games after October 6, 2023. In addition, on June 6, 2025, the plaintiff’s husband filed a class

action complaint in the Circuit Court of Franklin County alleging that social casino games published by the Company

constitute illegal gambling under Alabama law. On October 6, 2025, the case was removed to the federal court. On

October 29, 2025, the plaintiff filed a motion to remand the case to the state court. The Company plans to file an

opposition to the motion to remand by December 4, 2025. The plaintiff, on behalf of himself and all others similarly

situated, demands recovery of the amount paid through purchases of virtual currency on Company’s games within

the six months preceding the filing of this complaint. 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 the issuance of this report, 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 purported 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 agreed 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 was 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. The

Court has recently rejected final approval meaning that the case is again to be actively litigated and the settlement is

ineffective. In March 2026 plaintiffs filed a First Amended Complaint. The First Amended Complaint adds Billionaire

Casino Ltd. And Huuuge Global Ltd as defendants in addition to Huuuge, Inc. The complaint also adds claims under

the RICO act, but is still based on allegations that the games were illegal gambling and falsely advertised. The

Company’s response is due in April. The Company created a provision in the amount of USD 1,700 thousand, out of

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

64

which the unused remaining balance amounts to USD 1,535 thousand, to the best belief of the Company’s

management, adequately reflects the financial exposure for the Company as of December 31, 2025, and as of the

date of the issuance of this report.

●

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. On April 25, 2025, the

Court issued an order granting the motion and giving the plaintiff until August 29, 2025 to amend the complaint. The

Company removed the case to the federal court on September 29, 2025. On January 9, 2026, the Company field a

joint stipulation to arbitrate the case, and, on January 13, 2026, the Court granted the motion to compel arbitration.

The case is stayed pending arbitration.

●

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 dismiss and a motion to compel arbitration. On

May 27, 2025, the court denied both motions with the right to refile. On July 11, 2025, the Company filed a renewed

motion to compel arbitration and the issues are fully briefed. On November 21, 2025, the Court directed the parties to

file simultaneous briefs on the issue of Article III (US Constitution) standing. On December 22, 2025, the parties

exchanged the briefs. As of the date of the issuance of this report, the parties are awaiting the judge’s decision on the

standing issue. As of the date of the issuance of this report, the parties are awaiting the judge’s decision on the

motion. 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 the

issuance of this report, 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, 2025, or

as of the date of the issuance of this report, a party to any significant court or arbitration proceedings or before any public

authority.

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

65

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, 2025

66

BOARD OF DIRECTORS’ STATEMENTS

Pursuant to the requirements of the Regulation of the Minister of Finance of June 6, 2025 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 annual consolidated financial statement of Huuuge Group and annual financial statement

of Huuuge, Inc. 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 Company’s development, profitability and the situation

of the Group and the Company, including description of basic risks and uncertainties and has been prepared in accordance

with the requirements of Article 49 of the Accounting Act,;

●

within the scope of its competences, the Board of Directors supervised the process of preparing the annual financial

statement of Huuuge Group and annual financial statement of Huuuge, Inc. and the comparative information and the Board

of Directors’ report on activities for the year ended December 31, 2025;

●

the selection of the audit firm conducting the audit of the annual consolidated financial statement of Huuuge Group and

annual financial statement of Huuuge, Inc. 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 consolidated financial statement of Huuuge Group and annual financial statement of Huuuge, Inc. in

accordance with applicable regulations, professional standards and professional ethics;

●

the Company has a policy on 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;

●

The Board of Directors (which, due to its one-tier management structure, also performs supervisory functions) assesses

that the Board of Directors report on the operations of the Issuer and its Group, the annual consolidated financial

statements of the Huuuge Group, and the annual financial statements of Huuuge, Inc. have been prepared in accordance

with the books, documents, and the actual factual state. The Board of Directors made the above assessment based on the

content of the reports, information and documents obtained from the Company, as well as information provided by the

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 annual financial statements for 2025; ii) the independent auditor's report on the audit of the

Group's annual consolidated financial statements for 2025; iii) the audit firm's presentation for the Audit Committee of the

Board of Directors; iv) meetings of the Audit Committee with representatives of the audit firm, including the key statutory

auditor; v) the Audit Committee's recommendation regarding the assessment of the aforementioned reports developed on

this basis.

On behalf of the Board of Directors of Huuuge, Inc.

____________________

Anton Gauffin

Executive Chairman of the Board

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

67

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

Huuuge, Inc.

Annual Report for the twelve-month period ended December 31, 2025

68