Shareholder FAQS and forms

This statement is being delivered pursuant to Section 151(f) of the Delaware General Corporation Law to confirm your ownership of uncertificated shares of common stock, par value $0.0001 per share, of Devolver Digital, Inc., a Delaware corporation. A share certificate will not be issued in respect of your shares unless you request one. Instead your record of ownership will be maintained in book-entry form on the share register. A share certificate represents the ownership of a shareholding. In order to prevent the potential risk and expense to yourself for issuance of a replacement if a share certificate is lost, a share certificate will only be issued at your request or if you are wishing to affect a sale or transfer of shares.
 

Your Devolver Digital, Inc. shares are represented by an inscription in the Jersey offshore register as “restricted securities,” which means that you are only able to transfer your shares in a transaction registered under the U.S. Securities Act of 1933, as amended, or in a transaction exempt from registration, such as pursuant to an “offshore transaction” in compliance with Rule 904 of Regulation S under the U.S. Securities Act or in a transaction that complies with Rule 144 of the U.S. Securities Act.

To trade your shares, you will need to move your shares to a brokerage account (further information below). You may leave your shares on the Jersey offshore register (at no cost to you) as long as you like. It is only when you intend to trade your shares that it is necessary to use the services of a broker to transfer the shares into the CREST system. Please allow at least one week for the transfer of your shares into CREST and be advised that occasionally it can take somewhat longer.
 

When moving to a brokerage account, your shares are being transferred to the UK register (electronically held in CREST as Depositary Interests). You will need the services of a UK broker or an International broker with a UK agent. Please note Computershare does not offer this service. You can locate a broker from the following website: londonstockexchange.com/exchange/prices-and-markets/stocks/tools-and-services/find-a-broker.

The broker will submit a CREST transfer form with your requested certificate to the CREST Counter operated by Euroclear. They will barcode the form before sending to Computershare. Your shares will be transferred into the name of the broker (nominee) where they will become Depositary Interests.
 

CREST is the electronic trading and settlement platform operated by Euroclear UK & Ireland for dematerialised stock within the United Kingdom, Ireland, and Channel Islands.
 

A depositary interest enables the holder to transact and to settle trades of Devolver Digital, Inc. Shares in CREST. Securities of issuers domiciled outside the United Kingdom, such as Devolver Digital, Inc. Shares, cannot be held or settled directly in CREST. The Company has therefore entered into arrangements to enable investors to hold, transact and settle trades of Devolver Digital, Inc. Shares in CREST, in the form of the Devolver Digital, Inc. Depositary Interests. Ownership of the Devolver Digital, Inc. Depositary Interests will represent the entitlement to the Devolver Digital, Inc. Shares. Eg each Devolver Digital, Inc. Depositary Interest represents an entitlement to one underlying Devolver Digital, Inc. Share.
 

Shares in CREST or Shares withdrawn from CREST are subject to the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT (“REGULATION S”)). THE SHARES ARE BEING OFFERED ONLY TO NON-US PERSONS OUTSIDE THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION

REQUIREMENTS OF THE US SECURITIES ACT IN RELIANCE ON REGULATION S. THE SHARES ARE “RESTRICTED SECURITIES” AS DEFINED UNDER RULE 144(a)(3) PROMULGATED UNDER THE US SECURITIES ACT. THE SHARES MAY NOT BE TAKEN UP, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S) EXCEPT: (I) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT.

RESALES OR REOFFERS OF SHARES MADE OFFSHORE IN RELIANCE ON REGULATION S MAY NOT BE SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS DEFINED IN REGULATION S) DURING THE ONE YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S OR SUCH LONGER PERIOD AS MAY BE REQUIRED UNDER APPLICABLE LAW OR AS DETERMINED BY THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.

BY ACCEPTING THESE SHARES, THE HOLDER REPRESENTS AND WARRANTS THAT IT (A) IS NOT A US PERSON (AS DEFINED IN REGULATION S) AND (B) IS NOT HOLDING THE SHARES FOR THE ACCOUNT OR BENEFIT OF ANY US PERSON.

If you are holding Shares previously withdrawn from CREST, you will need to deliver to Computershare a broker’s representation letter and a shareholder representation letter acknowledging that the Shares are subject to the foregoing legend and that the broker and holder agrees to comply with the foregoing restrictions.

If you hold Shares that have not previously been held in CREST:

You may be subject to a contractual lock-in in addition to the transfer restrictions under the U.S. Securities Act. Your Shares are subject to the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE LOCAL SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

If your stipulated lock in period has expired, please contact the Company (legal@devolverdigital.com) who will contact the Registrar and provide the required documents to authorize the Registrar to transfer the Shares. You will need to deliver to the Company and Computershare a broker’s representation letter and a shareholder representation letter acknowledging that the Shares are subject to the foregoing legend and that the broker and holder agrees to comply with the foregoing restrictions in the form approved by the Company as well as an opinion of counsel that the transfer does not require registration under the U.S. Securities Act or other applicable securities laws. The Company will assist you with this process.
 

In addition to the above requirements, if you wish to transfer your Shares, please contact Computershare for a stock transfer form for completion also available on devolverdigital.com and return together with necessary buyers and sellers’ representations available on devolverdigital.com. Upon receipt of the stock transfer form and the completed broker’s and shareholder’s representation letters, to the extent you have not already done so, the Registrar will contact Company to arrange for the necessary legal opinion, if necessary, and instruction to process the transfer.
 

Please approach Computershare who will obtain approval from the Client.

For assistance and for services relating to your holding please register/login to Investor Centre:
www.investorcentre.co.uk
Or call our shareholder helpline:
+44 (0370) 707 4040

Alternatively please email:
info@computershare.co.je

We will be happy to assist you with any queries you may have.