2025 GDEV INC. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED This notice (the “Notice”) is given to inform that the Company will hold its 2025 annual general meeting (the “AGM”) of the members (the “Members”) onAugust 29, 2025, at 3:00 p.m. (Cypriot time) at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus. The AGM will be held virtually by telecommunications means. GDEV Inc. Virtual Shareholder Meeting Information: Meeting Date: Friday, August 29, 2025. Meeting Time: 3:00 p.m. (Cypriot time), 8:00 a.m. Eastern Time (EDT). Annual Meeting-meeting webpage (information, webcast, telephone access and replay): https://www.cstproxy.com/gdevinc/2025 Record Date: Only Members as of the end of business on July 3, 2025, are entitled to attend and vote at the AGM either personally or by proxy, and such proxy need not be a Member of the Company. Proxy: A Member may be represented at the AGM by a proxy who may speak and vote on behalf of the Member. The instrument appointing a proxy shall be produced before the time for holding the AGM. The instrument appointing a proxy shall be in substantially the form attached to this Notice. The instrument appointing a proxy shall be in writing under the hand of the appointer or, if the appointer is a corporation, either under seal or under the hand of an officer. Original of any instrument of proxy or its notarized copy shall be deposited at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus, or by e-mail to investor@gdev.inc. The cut-off time to provide proxies is 2:00 p.m. (Cypriot time) on August 29, 2025. Proxies submitted thereafter will not be considered. Voting According to Regulation 6.1 of the Company’s Memorandum of Association, each ordinary share in the Company confers upon the Member the right to one vote at the AGM. Materials Copies of materials related to the AGM, including this Notice and form of instruments appointing proxy, are available for no charge on the Company’s website: https://www.gdev.inc/governance/annual-general-meeting. (Continued and to be marked, dated and signed on the other side) INTERNET www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online annual general meeting, you will need your 12 digit control number to vote electronically at the annual general meeting. To attend the annual general meeting, visit: https://www.cstproxy.com/gdevinc/2025 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 2:00 p.m., Cyprus Time, on August 29, 2025. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet, Smartphone or Tablet - QUICK EASY GDEV INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
2025 Important Notice Regarding the Internet Availability of Proxy Materials for the 2025 Annual General Meeting To view the 2025 Proxy Statement and to Attend the Annual General Meeting, please go to: https://www.cstproxy.com/gdevinc/2025 Signature_________________________________Signature, if held jointly__________________________________Date___________, 2025 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. CONTROL NUMBER PROXY The following agenda items are proposed for consideration and, if thought proper, for approval by the Members: Please mark your votes like this X 1. Confirmation of Appointment of the Auditors The following resolution is proposed: To confirm the appointment of KPMG, as the Company’s auditors in accordance with the provisions of section 153 of the Companies Law Cap 113 to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company. 2. Election of Directors According to Regulation 9.5 of the Company’s Articles of Association, each Director holds office for a term expiring at the Company’s next AGM immediately following their appointment, or until their earlier death, resignation or removal, and can be re-elected for successive terms. Upon the recommendation of the Nomination and Compensation Committee, the Board recommends to the AGM to re-elect the following Directors of the Company: FOR AGAINST ABSTAIN (1) Marie Holive (2) Andrew Sheppard (3) Tal Shoham (4) Igor Bukhman * (5) Andrey Fadeev * Independent Director Independent Director Independent Director Non-Executive Director Director and CEO of the Company *These directors are, pursuant to Regulation 9.2 of the Articles, subject to nomination and appointment by Everix and FG (as defined in the Articles) and are subject to election by resolution of those persons only. Form of Instrument Appointing a Proxy to Exercise Discretion I/We being a Member of the above Company HEREBY APPOINT [Insert Full Name of Proxy, passport No. ____________________________________________, residing at ___________________________________________ ] of _______________________________________________________ [Insert Full Name of the Legal Entity] or failing them _______________________________________________________ [Insert Full Name of Additional Proxy, as necessary, passport No. ____________________________________________ residing at ___________________________________________ ] of [Insert Full Name of the Legal Entity] ______________________________________________________ to be my/our proxy to vote for me/us at the meeting of Members to be held on August 29, 2025 and at any adjournment thereof. By this instrument the Proxy is empowered and authorized to participate in the selection of the chairman of the AGM and request a poll if the Proxy thinks fit. Signed this day of ___________________________________, 2025. Signature: Name of the Member: _____________________________________ Represented by: _________________________________________ FOR AGAINST ABSTAIN |