Hut 8 (HUT) Proxy filing summary

Executive summary

• Completed a comprehensive transformation in 2024, focusing on capital discipline, operational efficiency, and long-term growth orientation.

• Reduced average energy cost per megawatt-hour by 30% and increased gross margin per Bitcoin mined by eight points from Q4 2023 to Q4 2024.

• Expanded Bitcoin reserves to over 10,000 by year-end 2024 and increased institutional ownership from 12% to 55%.

• Quadrupled development capacity under diligence to 12,000 MW and doubled capacity under exclusivity to 2,800 MW by year-end 2024.

• Introduced a new reporting structure with segments: Power, Digital Infrastructure, and Compute, to enhance transparency and benchmarking.

Voting matters and shareholder proposals

• Election of eight directors to the board.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2025.

• Approval of an amendment to the 2023 Omnibus Incentive Plan, including removal of the evergreen provision and setting a fixed share reserve.

Board of directors and corporate governance

• Board consists of eight directors, with six independent and two executive directors.

• Committees include Audit, Compensation and Talent Development, and Nominating and Governance, all chaired by independent directors.

• Board leadership structure separates Chair and CEO roles.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Corporate governance policies include a Code of Business Conduct and Ethics, insider trading and anti-hedging policies, and stock ownership guidelines.