Investor Statement & FAQ

• The Company's Shares were admitted to trading on AIM on 5 November 2021. Since then, the global video games industry has undergone a period of significant disruption and volatility, characterised by widespread layoffs for studios and publishers, platform rationalisation and substantial impairments across the industry. Devolver has during this time navigated a number of operational and market headwinds, including several impairments of underperforming titles amid an increasingly competitive and unpredictable market environment. As a publicly-quoted company, Devolver has faced the ongoing challenge of delivering growth in line with market expectations despite those difficult sector conditions, resulting in a valuation disconnect that does not take account of the lifetime and long-tail revenue delivery inherent in the video games business.
• The Board is very much focused on strengthening the Company’s financial performance and has carefully considered the benefits and drawbacks to the Company retaining its admission to trading on AIM. The Board has now concluded that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:
• the cost savings to be achieved by Cancellation, which are estimated to be c. $1.6 million annually. The costs associated with maintaining the AIM quotation are considered by the Directors to be disproportionately high when compared to current benefits, and the Board believes that these funds could be better utilised to drive future revenue and growth to the benefit of all Shareholders.
• the Directors believe that the Company's share price does not reflect the true market value of the Company and that the stock market has not rewarded the Company for its successive and substantive operational improvements over the last six consecutive halves through to the end of 2025. The Company’s revenues, gross margins and Adjusted EBITDA all improved in 2025 compared to 2024, and the June 2026 Trading Update further highlighted revenue growth of over 60 per cent. year-on-year, yet the closing share price as of 5 August 2026, of £0.16 is over 25 per cent. lower than the £0.215 price immediately after the announcement of the Company's 2024 annual results.
• trading in the Company’s Shares is highly illiquid with an average daily volume over the past 12 months of approximately 96,000 Shares representing only 0.02 per cent. of the current issued share capital. In the three months prior to the publication of this document, liquidity has fallen even further with average daily volume of only 33,000 Shares, less than 0.01 per cent. of current issued share capital. The low levels of liquidity have prevailed despite the Company’s wider efforts, including appointment of a joint broker in 2024, commissioning paid-for research in 2025 and participating in retail investor-focused investment presentations over the last 12 months. Moreover, there has been no positive share price reaction on the back of these efforts.
• the nature of Devolver’s business as an indie game publisher and developer is that financial performance is inherently linked to the timing and scale of individual titles. Development timelines can be unpredictable, and, as a result, financial performance can vary significantly between reporting periods and may not follow a linear progression. The Board feel this irregularity has not been readily compatible with the requirements of the market for semi-annual reporting with an emphasis on predictable, sequential growth. Consequently, the Company has at times faced increased pressure to deliver short-term market expectations that do not necessarily reflect the underlying long-term value creation potential of its portfolio and development pipeline.
• the Concert Party together currently hold over 31 per cent. of the Company’s voting rights, Group employees, division heads and founders of operating subsidiaries hold c. 25 per cent., while strategic holders in the games industry hold another c. 25 per cent. The challenging industry environment, coupled with the lack of share price improvement despite sustained operational improvement, has meant that few of the above equity holders have been willing or able to sell shares into the market. This has impacted staff morale in certain cases. As a result, the free float and liquidity of the Shares have remained highly limited since IPO.
• management time spent on the legal and regulatory matters associated with maintaining the Company’s trading on AIM is, in the Directors’ opinion, disproportionate to the benefits to the Company. With seven subsidiaries and over thirty games in the pipeline the management time freed-up by Cancellation can be better deployed on continuing to improve operating results.

Therefore, following careful consideration of the above and the long-term interests of the business, the Board believes that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41.

The Board has considered and acknowledges that certain Shareholders may not wish or are unable to hold securities of private companies which are either not listed or quoted on AIM. Accordingly, the Board has considered how best to provide liquidity or an exit to those Shareholders and as such will be effecting the Tender Offer and putting in place a Matched Bargain Facility, the latter being in place for or a minimum period of 12 months post Cancellation.

In addition, the Board has approved a second tender offer for up to an additional US$5 million, which the Company currently intends to undertake within 12 months following Cancellation on terms broadly similar to the Tender Offer which is set out in this circular. Any such offer will be priced based on an independent third-party valuation at the appropriate time, thereby providing Shareholders with an additional future liquidity opportunity. The final timing and terms of the offer will be determined by the Company in light of prevailing circumstances at such time. Further details will be provided at the appropriate time, following approval of the Cancellation.

For the full background and reasons for the proposed Cancellation and Tender Offer, please see the full announcement. 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

i Unless otherwise specified, references in this document to time are to the relevant time in the United Kingdom.
ii The times and dates above are indicative only. If there is any change, revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a General Meeting to take place on 8 September 2026 at 4pm.

The Board has considered and acknowledges that certain Shareholders may not wish or are unable to hold securities of private companies which are either not listed or quoted on AIM. Accordingly, the Board has considered how best to provide liquidity or an exit to those Shareholders and as such will be effecting the Tender Offer by Devolver and putting in place a Matched Bargain Facility , the latter being in place for or a minimum period of 12 months post Cancellation.

In addition, the Board has approved a second tender offer for up to an additional US$5 million, which the Company currently intends to undertake within 12 months following Cancellation on terms broadly similar to the Tender Offer which is set out in this circular. Any such offer will be priced based on an independent third-party valuation at the appropriate time, thereby providing Shareholders with an additional future liquidity opportunity. The final timing and terms of the offer will be determined by the Company in light of prevailing circumstances at such time. Further details will be provided at the appropriate time, following approval of the Cancellation.

For further information on the proposed Tender Offer, please see the full announcement.

For further information, please see the full announcement.

The principal effects of the Cancellation will be that:

(a)    there will be no formal market quote or live pricing for the Shares, therefore it will be more difficult to sell Shares or for Shareholders to determine the market value of their investment in the Company, compared to shares of companies admitted to trading on AIM (or any other recognised market or trading exchange);

(b)    subject to meeting specified exemptions pursuant to US securities laws regarding the sale of the Shares (e.g. Rule 904 or Rule 144), the Shares will be tradeable in a Matched Bargain Facility, which will be set up through JP Jenkins for a period following Cancellation. Notwithstanding this, the Shares may be more difficult to sell compared to shares of companies traded on AIM. It is possible that, following the publication of this circular, the liquidity and marketability of the Shares is reduced and their value adversely affected;

(c)    the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

1. make any public announcements of price sensitive information, material events, or to announce interim or final results;
2.  comply with any of the corporate governance practices applicable to AIM companies;
3. announce substantial transactions and related party transactions; or
4.  comply with the requirement to obtain Shareholder approval for reverse takeovers and certain fundamental changes in the Company's business. Note that the Delaware General Corporation Law (the “DGCL”) does require Shareholder approval for specified transactions, including certain interested party transactions, but there is no assurance that the DGCL provides as robust protection as the AIM Rules;

(d)    the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

(e)    the levels of disclosure and corporate governance within the Company will not be as stringent as for a company quoted on AIM. However, the Company intends to continue to communicate information to Shareholders including via updates on the Company's investor relations website;

(f)     the Company will no longer be subject to UK Market Abuse Regulation regulating inside information and other matters;

(g)    the Company will no longer be required to publicly disclose any change in major shareholdings in the Company. While the DGCL does provide specified inspection rights to stockholders if exercised in accordance with the procedures set forth in the DGCL, there can be no assurance that such information will be as robust as the information required for a company quoted on AIM;

(h)    the independent Non-Executive Directors of the Company (being Kate Marsh, Joanne Goodson and Jeffrey Ko) shall step down as Directors of the Company;

(i)     the Company will no longer have a Remuneration Committee, Nomination Committee or Audit Committee;

(j)     Zeus will cease to be nominated adviser and joint broker to the Company for the purposes of the AIM Rules, and Panmure Liberum Limited will cease to be joint broker to the Company; and

(k)    the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as Shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

(a) communicate information about the Company (including annual accounts) to its Shareholders, as required by law; and

(b) maintain its investor relations website and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.

Note that, certain US persons will continue to be subject to trade restrictions imposed by US securities laws, and Shares may not be sold, transferred, assigned, pledged or hypothecated unless an exemption from registration under US securities laws exist, as determined by the Company.

Please also note that, as is typical in a US private company, and subject to the requisite Shareholder approval in due course, the Company may implement right of first refusal and co-sale provisions in its Bylaws which may be adopted at some point post Cancellation.

Further information will be provided to shareholders in due course.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as Shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

A. communicate information about the Company (including annual accounts) to its Shareholders, as required by law; and

B. maintain its investor relations website and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules. 

Shareholders can vote in respect of their shareholding by attending the General Meeting or by appointing one or more proxies to attend the General Meeting and vote on their behalf. If Shareholders appoint a proxy, they may still attend and vote at the General Meeting in person should they decide to do so.

Whether or not you propose to attend the General Meeting in person, you are requested to appoint a proxy who will be able to vote for you if you are prevented from attending.

Proxies may be appointed by

• completing and returning the enclosed Proxy Form; or
• using the CREST electronic proxy appointment service (for CREST members only); or
• completing the proxy vote online by visiting www.eproxyappointment.com and entering the login details found on the first page of the Proxy Form.

In each case, the proxy appointment should be completed by 4.00 p.m. (UK time) on 4 September 2026.

Paper Proxy Forms should be returned to the Company's registrars, Computershare Investor Services (Jersey) Limited at c/o The Pavilions, Bridgwater Road, Bristol, BS13 8AE by no later than 4.00 p.m. (UK time) on 4 September 2026.

Please refer to the Notes to the Notice of General Meeting and the enclosed Proxy Form for detailed instructions.

If your holding of Shares is by way of Depositary Interests, you can instruct the Depositary how you would like it to vote on your behalf by completing the enclosed Form of Instruction so as to be received by the Depositary at Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event no later than 4.00 p.m. (UK time) on 3 September 2026.

Alternatively, holders of Depositary Interests may instruct the Depositary through the CREST system.

If holders of Depositary Interests are using either the Form of Instruction or the CREST system, the instruction must be received by the Company's registrars, Computershare Investor Services plc, by no later than 72 hours prior to the time and date of the General Meeting.

Please refer to the Notes to the Notice of General Meeting and the enclosed Form of Instruction for detailed instructions.

For more information, please see the full announcement.