Schedule One update - Devolver Digital, Inc.

Devolver Digital, Inc. ("Devolver")

Registered Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, United States of America

Delaware, United States of America

https://www.devolverdigital.com

Devolver is an award-winning digital video games publisher and developer in the indie games space. Recently awarded indie 'Publisher of the Year 2021' by GamesIndustry.biz, Devolver has one of the most recognisable labels in the indie market and is the highest rated indie publisher of scale on Metacritic. Built over a decade by highly experienced industry veterans with deep, wide-ranging relationships in the gaming sector, Devolver has a  back catalogue of approximately 90 games, including a number of indie cult classics.

Devolver was formed in 2008 as a digital-only developer-first publisher, which principally released titles on PC via Steam. The Group initially published a number of titles in the Serious Sam series, a franchise whose first games had been co-published by G.O.D. Games. Working with original developer Croteam and other small studios, Devolver successfully published several Serious Sam titles for release on PC and mobile.

Devolver has grown its operations and now owns five development studios, including two based in the United Kingdom, and a complementary video games publisher, Good Shepherd.  As a digital-first brand, Devolver has historically operated a decentralised model and currently has approximately 200 team members spread across the globe. Operating locations include UK, North America, South America, Europe, Asia-Pacific and Africa, including subsidiaries in the UK, Netherlands, Croatia, USA and Poland. Devolver is a US incorporated business.

442,256,716 common shares of par value US$0.0001 each at an issue price of 157p

There are 1,064,120 shares held in treasury

The following is a summary of the transfer restrictions in relation to the Shares as set out in the Company's AIM Admission Document:

The Placing Shares are being offered and sold outside the United States in reliance on Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "US Securities Act"), and within the United States to persons reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in and in reliance on Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

The Placing Shares have been, and will not be, registered under the US Securities Act. There will be no public offering of the Placing Shares in the United States or in any other jurisdiction.

Transfer Restrictions

The Shares to be sold in the Placing in reliance on Regulation S are subject to the conditions listed under Rule 903(b)(3), or Category 3, of Regulation S. Under Category 3, offering restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of such Shares.

As a result, the Shares are "restricted securities" as defined in Rule 144 under the US Securities Act. Purchasers of the Shares may not offer, sell, pledge or otherwise transfer the Shares, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act. Furthermore, the Shares to be sold in reliance on Regulation S may not be sold to, or for the account or benefit of, any US person until at least the expiry of one year after the later of (i) the time when the Shares are first offered to persons other than distributors in reliance upon Regulation S and (ii) the date of the closing of the Placing, or such longer period as may be required under applicable law or as determined by the Company (the "Distribution Compliance Period"). The Company currently intends that these restrictions will remain in place indefinitely.

Settlement and CREST

Once the Placing Shares are admitted to trading on AIM, the Company will establish a depositary programme. The Shares (represented by the Depository Interests) subscribed for or purchased and held by non-Affiliates of the Company and any Shares subsequently deposited with CREST against the issuance of depositary interests will be held in the CREST system and identified with the marker "REG S". The "REG S" marker indicates that the Shares held in the CREST system will bear a legend which describes certain transfer restrictions and other information, including that: (a) 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 except (i) in an offshore transaction meeting the requirements of Regulation S, (ii) pursuant to an available exemption from registration under the US Securities Act, or (iii) pursuant to an effective registration statement under the US Securities Act; and (b) hedging transactions involving the Shares may not be conducted unless in compliance with the US Securities Act.

Unless the Shares are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, the Company will not be required to accept for registration of transfer any Shares that are being transferred to a US Person.

Capital to be raised: £190.9 million (£36.5 million of which is for the Company and £154.3 million of which is for the Selling Shareholders)

Anticipated market capitalisation on admission of approximately £694.3 million

73.0%

N/A

Directors:

Harry August Miller IV (Executive Chairman)

Douglas Graham Morin (Chief Executive Officer)

Daniel Widdicombe (Chief Financial Officer)

Proposed Directors:

Karen (Kate) Elizabeth Marsh (Senior Independent Non-Executive Director)

Joanne (Jo) Goodson (Independent Non-Executive Director)

Jeffrey Lyndon Ko (Independent Non-Executive Director)

Janet Astall (Independent Non-Executive Director)

Swan Partners Limited

RSM UK Tax and Accounting Limited

Refinitiv Limited

Richard, Layton & Finger, P.A.

Divjak, Topić, Bahtijarević & Krka

Infinite Equity, Inc.

(i)         31 December

(ii)        30 June 2021

(iii)       30 June 2022, 30 September 2022, 30 June 2023

 4 November 2021

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

10 Old Burlington Street

London

W1S 3AG

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

10 Old Burlington Street

London

W1S 3AG

1 November 2021

UPDATE