PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. , ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 , www.pwc.pl

PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11 str.

Independent Registered Auditor’s Report

To the Shareholders and the Board of Directors of Huuuge, Inc.

Report on the audit of consolidated financial statements

Our opinion

In our opinion, the accompanying annual consolidated financial statements:

• give a true and fair view of the consolidated financial position of the group Huuuge, Inc. (the “Group”), in which Huuuge, Inc. is the parent entity (the “Parent Company”) as at 31 December 2021 and the Group’s consolidated financial performance and the consolidated cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies;

• comply in terms of form and content with the laws applicable to the Group and the Parent Company’s Certificate of Incorporation.

What we have audited

We have audited the annual consolidated financial statements of Huuuge, Inc. Group which comprise:

• the consolidated statement of financial position as at 31 December 2021;

and the following prepared for the financial year from 1 January to 31 December 2021:

• the consolidated statement of comprehensive income;

• the consolidated statement of changes in equity;

• the consolidated statement of cash flows, and

• the notes to the consolidated financial statements comprising a description of significant adopted accounting policies and other explanations.

Basis for opinion

We conducted our audit in accordance with the National Standards on Auditing in the wording of the International Standards on Auditing as adopted by the resolution of the National Council of Statutory Auditors (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit Companies and Public Oversight (the “Law on Registered Auditors”). Our responsibilities under NSA are further described in the Auditor’s responsibility for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Independence

We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including 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 and other ethical requirements that are relevant to our audit of the financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During the audit, the key registered auditor and the registered audit firm remained independent of the Group in accordance with the independence requirements set out in the Act on Registered Auditors.

Our audit approach

Overview

• The overall materiality threshold adopted for the purposes of our audit was set at USD 2,030 thousand, which represents 5% of the profit before tax adjusted by eliminating the impact of the valuation of preferred shares series C and financing cost due to forward contract.

• We have audited the financial statements of the Parent Company and two subsidiaries.

• The audit team visited Huuuge Games Sp. z o.o.

• The scope of our audit covered 99% of the Group’s revenue and 97% of the absolute value of profit or loss of all consolidated Group companies before consolidation adjustments.

• Revenue recognition

• Stabilization option related to IPO

Materiality

Group scoping

Key audit matters

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As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the President of the Parent Company made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operated.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.

Overall Group materiality

USD 2,030 thousand

How we determined it

5% of profit before tax adjusted by eliminating the impact of the valuation of preferred shares series C and financing cost due to forward contract.

Rationale for the materiality benchmark applied

We chose adjusted profit before tax as the benchmark because, in our view, a profit before tax is the benchmark against which the performance

of the Group i s most commonly measured by users, and is a generally accepted benchmark. We adjusted profit before tax for the effects of the valuation of preferred shares series C liability and financing cost due to forward contract, since in our view, they are not directly related to the operating results achieved by the Group. We assumed the materiality at the level of 5% as, based on our professional judgment, it is within the acceptable quantitative materiality thresholds.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above USD 101 thousand, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition

In the year ended 31 December 2021, the Group

generated revenue of USD 373.7 million from two

streams: gaming applications (USD 358.6 million)

and advertising (USD 15.1 million) (in the year

ended 31 December 2020 the Group generated

revenue of the total of USD 332.7 million which

consisted of USD 325.7 million and of USD 7.0

million, respectively from gaming applications and

advertising).

This matter was the subject of our special attention since the application of appropriate financial reporting standards regarding the recognition and presentation of revenue is complex and requires the President of the Company to make accounting estimates and judgments, including:

● estimation of the progress towards complete satisfaction of the performance obligation in revenue from selling virtual items (coins) in gaming applications;

● consideration whether the Group operates as a principal or agent in selling the virtual coins and providing access to the games through distribution platforms;

● consideration whether the Group operates as a principal or agent in publishing contracts with third party developers.

Accounting policies, key judgements and estimates

and the additional information related to revenue

recognition are disclosed in note 2 (d), 4 (c) and 6

to the consolidated financial statements

Our audit procedures included, in particular:

● understanding and evaluating the internal

controls environment relating to the

recognition, measurement and presentation

of each stream of revenue;

● assessment of compliance of accounting

policies relating to revenue recognition with

relevant financial reporting standards;

● assessment performed over identification of

performance obligation within the gaming

applications’ contracts and determination

how the performance obligation is satisfied

including where relevant discussion with our

internal IFRS experts;

● analysis of reports used by the President of

the Company in estimate of the average time

of coins consumption to assess the

adequacy of the assumptions and estimates

used and related to the recognition of

revenues, mainly in terms of:

○ appropriateness of the method used to

measure the satisfaction of the

performance obligation, i.e. to measure it

by coins consumption in a gaming

applications stream;

○ appropriateness of the measure chosen

to estimate the time of coins

consumption;

● analysis of significant contracts concluded by

the Group;

● evaluating management’s assessment of

conditions and factors used in determining

the Group to be principal in selling virtual

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coins, providing access to the games and in

publishing contracts, including where

relevant discussion with our internal IFRS

experts;

● performing, for the selected sample, detailed

tests involving, inter alia, a reconciliation of

issued sales invoices, relevant contracts with

customers, revenue reports and received

payments;

● determination of the adequacy of disclosures

in respect of revenues .

Stabilization option related to IPO

In relation to the initial public offering (“the IPO”), on 5 February 2021 the Parent Company and IPOPEMA Securities S.A. (the “Stabilization Manager”) signed Stabilization Agreement. The purpose of the Stabilization Agreement was to stabilize the price of the Huuuge Inc. shares at a level higher than the level which would otherwise have prevailed.

In accordance with the Stabilization Agreement, the Stabilization Manager withheld a portion of the proceeds from the Huuuge, Inc. IPO, i.e. PLN 166,583 thousand (calculated as 3,331,668 shares x PLN 50 per share). At the same time, based on the Stabilization Agreement the Parent Company was obliged to buy from the Stabilization Manager the shares purchased by the Stabilization Manager as a result of conducting the stabilization transactions. In addition, the parties agreed that any profit earned by the Stabilization Manager in respect of the stabilization transactions (resulted from the difference between the offer price per share and the price actually paid by the Stabilization Manager for each share, after deducting the transaction costs) shall be split between the Stabilization Manager and the Parent Company.

For the purpose of accounting for the stabilisation transaction, the Parent Company treated the entire Stabilization Agreement as a financing transaction, i.e. repurchase of own shares from the market in the scope of IAS 32 and IFRS 9. The remuneration of the Stabilization Manager was treated as a share-based payment in accordance with IFRS 2 (as the amount of the remuneration was based on

Our audit procedures included, in particular:

● reading the Stabilization Agreement,

● assessment of appropriateness of the

accounting policies determined over the

recognition, measurement and

presentation of the Stabilization

Agreement as well as their compliance with

applicable accounting standards, including

where necessary the consultations with the

internal IFRS experts;

● performing detailed tests involving, inter

alia, a reconciliation of the transactions to

payments and put option notices;

● determination on adequacy of the

disclosures in respect of the Stabilization

Agreement.

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the value of the shares) and was recorded directly in equity because it was directly attributable and incremental to repurchase of own shares (a capital transaction).

On 26 February 2021 the Parent Company ended the stabilization process, and repurchased via Stabilization Manager its own shares in the total amount of USD 43,976 thousand, calculated as the number of shares repurchased, multiplied by the price per share plus the remuneration paid to the Stabilization Manager representing transaction cost of this capital transaction. The transaction did not have impact on profit and loss.

This matter was the subject of our special attention since the determinisation of the adequate accounting treatment and the application of appropriate financial reporting standards regarding the recognition and presentation of the Stabilization Agreement is complex and requires the President of the Company to make judgments.

Accounting policies, key judgements and the

additional information related to recognition of the

transaction are disclosed in note 2 (d) and 15 to the

consolidated financial statements .

Responsibility of the President and Board of Directors of the Parent Company for the consolidated financial statements

The President of the Parent Company is responsible for the preparation of the annual consolidated financial statements that give a true and fair view of the Group’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s Certificate of Incorporation, and for such internal control as he determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the President of the Parent Company is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the President of the Parent Company either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors together with the President of the Parent Company are responsible for overseeing the financial reporting process of the Group. The Audit Committee is responsible for the supervision over the adequacy of the internal control system and over monitoring its effectiveness in the preparation of the consolidated financial statements

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Auditor’s responsibility for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.

The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of the President of the Parent Company conducting its affairs, now or in future.

As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the President of the Parent Company.

• Conclude on the appropriateness of the President of the Parent Company’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated to the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other information, including the report on the operations

Other information

Other information comprises an Annual Report on the Company’s and the Group’s operations for the financial year ended 31 December 2021 (the “Annual Report”) and the Corporate governance statement which is a separate part of the Annual Report (together “Other Information”). Other information does not include the consolidated financial statements and our auditor’s report thereon.

Responsibility of the President of the Parent Company and the Board of Directors

The President of the Parent Company is responsible for the preparation of the Other Information in accordance with the law.

The President of the Parent Company and the members of the Board of Directors are obliged to ensure that the Annual Report

, including the Corporate governance statement, complies with the requirements of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”).

Registered auditor’s responsibility

Our opinion on the consolidated financial statements does not cover the Other Information.

In connection with our audit of the consolidated financial statements and the separate financial statements of the Parent Company, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the consolidated financial statements and the separate financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report.

In accordance with the requirements of the Law on the Registered Auditors, we are also obliged to issue an opinion on whether the Annual Report has been prepared in accordance with the law and is consistent with information included in the annual consolidated financial statements and the annual separate financial statements of the Parent Company.

Moreover, we are obliged to issue an opinion on whether the Parent Company and the Group provided the required information in its Corporate governance statement.

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Opinion on the Annual Report

Based on the work we carried out during our audit, in our opinion, the Annual Report:

• has been prepared in accordance with the requirements of para. 70 and 71 of the Regulation on current information;

• is consistent with the information in the consolidated financial statements and the separate financial statements of the Parent Company.

Moreover, based on the knowledge of the Parent Company and the Group and their environment obtained during our audit, we have not identified any material misstatements in the Annual Report.

Opinion on the corporate governance statement

In our opinion, in its corporate governance statement, the Parent Company and the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the Corporate governance statement are consistent with the applicable provisions of the law and with information included in the consolidated financial statements and the separate financial statements of the Parent Company.

Report on other legal and regulatory requirements

Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”)

In connection with the audit of consolidated financial statements we have been engaged as part of our audit engagement letter to conduct a reasonable assurance engagement to express an opinion whether the consolidated financial statements of the Group as at and for the year ended 31 December 2021 prepared in the single electronic format contained in the file named 254900U4ZTZOIOBB4181-2021- 12-31-en.zip was marked up in accordance with the requirements in the article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).

Description of a subject matter and applicable criteria

The consolidated financial statements were prepared in the ESEF format by the President of the Parent Company to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.

The subject matter of our assurance engagement is the compliance of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.

Responsibility of the President of the Parent Company and Board of Directors

The President of the Parent Company is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using taxonomy specified in the ESEF Regulation. The responsibility of the President of the Parent Company includes also designing,

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implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements .

The Board of Directors together with the President of the Parent Company are responsible for overseeing the financial reporting process, which includes also the preparation of the consolidated financial statements in accordance with the format compliant with legal requirements.

Our responsibility

Our objective was to express an opinion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.

We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001 - audit of financial statements prepared in the single electronic reporting format (“KSUA 3001pl”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ as issued by the National Council of Statutory Auditors (KSUA 3000(R)). These standards require that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material aspects, in compliance with the specified criteria.

Reasonable assurance is a high level of assurance, but it does not guarantee that the service performed in accordance with KSUA 3001pl and KSUA 3000 (R) will always detect the existing material misstatement (significant non-compliance with the requirements).

The selection of the procedures depend on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format and its marking-up in order to plan appropriate procedures to provide the auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.

Quality control and ethical requirements

We apply the provisions of the regulation of the National Council of Statutory Auditors with regard to internal quality control in the wording of International Standard on Quality Control 1 and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants as adopted by resolution of the National Council of Statutory Auditors, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

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Summary of the work performed

Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material aspects, in compliance with the applicable requirements. Our procedures included in particular:

• obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;

• reconciliation, on a selected sample of the marked-up information contained in the consolidated financial statements in the ESEF format to the audited consolidated financial statements;

• assessment of compliance with the technical standards regarding the specification of a single electronic reporting format, including the use of XHTML, using a specialised IT tool and with the support of an IT expert assessment;

• evaluating the completeness of marking up the consolidated financial statements in the ESEF format using the iXBRL tags;

• evaluating the appropriateness of the use of XBRL tags selected from the ESEF taxonomy and whether the extension markups were used appropriately where no suitable element in the ESEF taxonomy has been identified;

• evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy from the ESEF regulation.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the requirements of the ESEF Regulation.

The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144., is Paweł Wesołowski.

Paweł Wesołowski

Key Registered Auditor

No. 12150

Warsaw, 28 March 2022