6 December 2023

Devolver Digital, Inc.

("Devolver Digital", "Devolver" or the "Company", and the Company together with all of its subsidiary undertakings "the Devolver Group")

Grant of Awards

Devolver Digital, an award-winning digital publisher and developer of independent ("indie") video games, announces a grant of awards under the 2022 Long Term Incentive Plan ("LTIP").

The 2023 awards are designed to reward employees at all levels of the Company for performance that delivers value for shareholders. The awards consist of Performance Stock Units ("PSUs") which are awarded subject to a three year cliff and achievement of ambitious financial targets, and Restricted Stock Units ("RSUs"), which are awarded subject to a three year cliff and financial performance criteria for senior management, and a two year cliff for other employees.

The Remuneration Committee recommended the following awards to the Board, laid out in the tables below. These awards amount to, in aggregate, 7,457,519 shares (on the assumption that all vest), representing 1.7 per cent. of the issued and outstanding share capital. Total dilution from these awards and all outstanding share options and grants amount to 11.4 per cent. of the issued and outstanding share capital.

The following awards have been made to Directors of the Company:

The following awards have been made to other management and employees of the Group:

The effective date for the award of these LTIP shares is 1^st January 2023, i.e. shares with a two-year cliff will vest on 31^st December 2024. All PSUs vest after three years. RSUs vest after three years for senior management and two years for other employees. In addition to the vesting cliffs, the LTIP shares are subject to a range of further vesting conditions specified at the time of award, and will lapse if these conditions are not met. For the PSUs, these include the following performance conditions:

(i)    the attainment of specified Group revenue targets at the end of a three-year period, and;

(ii)   the attainment of specified Group EBITDA targets at the end of a three-year period.

The Company has set challenging financial targets for the PSUs, based upon the Group's internal budgets. Targets are based on organic growth only and exclude any potential M&A uplift. The PSUs only begin to be earned once 90% of the 2025 Revenue and EBITDA targets are achieved, and management need to deliver at least 110% of the target to realise the full award.

The metrics in the table below apply to actual 2025 Group performance versus the prescribed targets for revenue and EBITDA in 2025:

The RSUs for senior management, including the CEO and CFO, require at least 60% of the 2025 EBITDA target to be achieved in order for any of the LTIP Shares awarded to vest. 2025 EBITDA performance below this target level will result in all the RSU awards for senior management lapsing. For other management and senior employees, this only applies to 50% of their RSU grant. These targets do not apply for all other employees.

It should be noted that the co-founders of Devolver who are fully employed at the company, including Executive Chairman Harry Miller, without exception, declined to receive any awards under this grant.

-ENDS-

About Devolver Digital

Devolver is an award-winning video games publisher in the indie games space with a balanced portfolio of third-party and own-IP. Devolver has an emphasis on premium games and has published more than 100 titles, with more than 30 titles in the pipeline scheduled for release over the next few years. Devolver has in-house studios developing first-party IP titles and a complementary publishing brand. Devolver is registered in Wilmington, Delaware, USA. 

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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.