Notice of Annual Meeting.

Devolver Digital, Inc.
(incorporated and registered in the State of Delaware, US under the General Corporation Law of the State of Delaware registered number 4524543)

NOTICE OF ANNUAL MEETING

NOTICE IS HEREBY GIVEN that the Annual Meeting of Devolver Digital, Inc. (the "Company") will be held on 27 June 2025 at 4:00 p.m. (UK time) at the offices of Fieldfisher LLP, 9^th Floor, Riverbank House, London, EC4R 3TT (the "Annual Meeting"). The business of the Annual Meeting will be to consider and, if thought fit, to pass the following resolutions (of which resolutions 1 to 7 (inclusive) will be passed if the affirmative vote of the holders of a majority of the voting power of the Company's Common Stock present in person or represented by proxy at the meeting and entitled to vote on such matter, approve such resolution; and resolutions 8 and 9 will be passed if the affirmative vote of the holders of at least seventy-five per cent. (75%) of the voting power of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the matter, approve such resolution):

1.           To receive the audited financial statements of the Company and the auditor's report thereon for the financial year ended 31 December 2024.

2.        To receive and approve the Report on the Directors' Remuneration for the period ending 31 December 2024.

3.           To reappoint Harry August Miller IV as a director of the Company, who retires and offers himself for reappointment in accordance with the Company's Bylaws and Certificate of Incorporation.

4.           To reappoint Karen (Kate) Elizabeth Marsh as a director of the Company, who retires and offers herself for reappointment in accordance with the Company's Bylaws and Certificate of Incorporation.

5.           To reappoint Grant Thornton LLP as auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next annual meeting at which audited financial statements of the Company are laid before the Company.

6.           To authorise the board of directors of the Company (the "Board") to determine the remuneration of the Company's auditors.

7.           THAT the Board is generally and unconditionally authorised for the purposes of section 4.4(a) of the Certificate of Incorporation, in substitution for any authorisations granted at the Company's previous annual meeting held in 2024, to exercise all the powers of the Company to issue Common Stock (as that term is defined in section 4.1 of the Certificate of Incorporation) and to grant rights to subscribe for or convert any security into Common Stock ("Rights") up to an aggregate par value of USD$15,816.67 and this authorisation shall, unless previously revoked by resolution of the Company, expire on 28 September 2026 or, if earlier, at the conclusion of the annual meeting of the Company to be held in 2026. The Company may, at any time before such expiry, make offers or enter into agreements which would or might require Common Stock to be issued or Rights to be granted after such expiry and the Board may issue Common Stock or grant Rights in pursuance of any such offer or agreement as if this authorisation had not expired.

8.           THAT, subject to the passing of resolution 7, the Board is authorised pursuant to section 4.4(c) of the Certificate of Incorporation, in substitution for any authorisations granted at the Company's previous annual meeting held in 2024, to issue Common Stock for cash pursuant to the authorisation conferred by Resolution 7 above and/or to sell Common Stock held by the Company in treasury for cash as if shareholders' rights of pre-emption as set out in section 4.4(d) of the Certificate of Incorporation did not apply to any such issue or sale, provided that this authorisation shall be limited to:

(a)         the issue of Common Stock or sale of Common Stock held in treasury in connection with an offer of, or invitation to apply for, Common Stock made to holders of Common Stock in the Company in proportion (as nearly as may be practicable) to the respective numbers of Common Stock held by them on the record date for such offer but subject in to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b)         the issue of further Common Stock or sale of Common Stock held in treasury (otherwise than pursuant to paragraph (a) above) up to an aggregate par value of USD$4,745.00,

and this power shall, unless previously revoked by resolution of the Company, expire on 28 September 2026 or, if earlier, at the conclusion of the annual meeting of the Company to be held in 2026.  The Company may, at any time before the expiry of this power, make offers or enter into agreements which would or might require Common Stock to be issued (and Common Stock held in treasury to be sold) after such expiry and the Board may issue Common Stock (and sell Common Stock held in treasury) in pursuance of any such offer or agreement as if this power had not expired.

9.           THAT, subject to the passing of resolution 7, the Board is hereby authorised pursuant to section 4.4(c) of the Certificate of Incorporation, in substitution for any authorisations granted at the Company's previous annual meeting held in 2024 and in addition to any authority granted under resolution 8 above, to issue Common Stock for cash pursuant to the authorisation conferred by Resolution 7 above and/or to sell Common Stock held by the Company in treasury for cash as if shareholders' rights of pre-emption as set out in section 4.4(d) of the Certificate of Incorporation did not apply to such issue or sale, provided that this power shall be limited to:

(a)        the issue of Common Stock or sale of Common Stock held in treasury up to an aggregate par value of USD$4,745.00; and

(b)        used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and this power shall, unless previously revoked by resolution of the Company, expire on 28 September 2026 or, if earlier, at the conclusion of the annual meeting of the Company to be held in 2026.  The Company may, at any time before the expiry of this power, make offers or enter into agreements which would or might require Common Stock to be issued (and Common Stock held in treasury to be sold) after such expiry and the Board may issue Common Stock (and sell Common Stock held in treasury) in pursuance of any such offer or agreement as if this power had not expired.

Notes to the Notice of Meeting:

Entitlement to attend and vote

1.             The Company specifies that only shareholders entered on the register of members of the Company at 6.00 p.m. on 25 June 2025 (the "Record Date") shall be entitled to attend and vote at the meeting in respect of the number of shares of the Company registered in their name at that time. Changes to the register after the Record Date shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

2.              A shareholder is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend and to speak and vote at the meeting.  A proxy need not be a shareholder of the Company.  A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

3.             The appointment of a proxy will not preclude a shareholder from attending in person at the meeting and voting if they would like to do so.

Appointment of proxy using the accompanying proxy form

4.               A proxy form is enclosed. To appoint more than one proxy, please photocopy the form.  Please state each proxy's name and the number of shares in relation to which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) in the boxes indicated on the form. Please also indicate if the proxy form is one of multiple forms being returned.  All proxy forms must be signed and should be returned together in the same envelope. In the case of joint shareholders, the signature of any one of them will suffice, but the names of all joint holders should be stated.

5.               To be valid, a duly completed proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered by hand or sent by post to the offices of the Company's registrars, Computershare Investor Services (Jersey) Limited at c/o The Pavilions, Bridgwater Road, Bristol, BS13 8AE (the "Registrar") so as to be received not less than 48 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment of the meeting (as the case may be).

Appointment of proxy through online voting - Reg D and Reg S holders

6.            Holders of Reg D and Reg S stock can complete their proxy vote online by visiting www.eproxyappointment.com and entering the login details found on the first page of the Proxy Form.

Appointment of proxy through CREST

7.               CREST members, being holders of Depository Interests, who wish to appoint a proxy or proxies for the meeting, including any adjournments of the meeting, through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

8.               In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare (ID 3RA50) no later than 72 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment of the meeting (as the case may be).  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

9.            CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.  In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

10.           The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Depository Interests

11.          If your holding of Shares is by way of Depository Interests, you can instruct the Depository how it should vote on your behalf by completing a Form of Instruction and returning it to the Depository at Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Alternatively, Depository Interest holders may also vote through the CREST system. Paper Forms of Instruction and the instructions submitted via the CREST system must be received by Computershare (ID 3RA50) no later than 72 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment of the meeting (as the case may be).

12.         Holders of Depository Interests wishing to attend the Annual Meeting should contact the depository at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE or email to !ukallditeam2@computershare.co.uk in order to request a letter of representation by no later no later than 72 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment of the meeting (as the case may be).

Changing proxy instructions

13.             To change your proxy instructions, simply submit a new proxy appointment using one of the methods set out above.  Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If the Company receives more than one appointment of a proxy in respect of any one share, the appointment received last revokes each earlier appointment and the Company's decision as to which appointment was received last is final.

Termination of proxy appointments

14.          In order to revoke a proxy appointment you must notify the Company of the termination at least three hours before the commencement of the meeting.

Joint shareholders

15.          In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person (including by corporate representative) or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders.  Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members.

Corporate representatives

16.          A corporation which is a shareholder may, by resolution of its directors or other governing body, authorise one or more persons to act as its representative at the meeting. Corporate representatives should bring with them to the meeting: (i) an original or certified copy of the resolution authorising them; or (ii) an original letter on the shareholder's letterhead, signed by an authorised signatory, confirming that they are so authorised.

Issued shares and total voting rights

17.             As at the date of this notice of Annual Meeting, the Company's issued share capital comprised 474,500,242 shares of the Company's common stock, par value $0.0001 each in the capital of the Company issued and outstanding. The Company holds 28,917,825 Shares in treasury. Each share (other than treasury shares) carries the right to one vote at the meeting of the Company and, therefore, the total number of voting rights in the Company as at the date of this notice of Annual Meeting is 474,500,242.

Communication

18.      Holders of Depository Interests who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

(a)             calling Computershare's shareholder helpline on +44(0) 370 702 0000 (calls to this number are charged at your network providers local rate) or from overseas on +44 (0)370 702 0000 (charged at the applicable international rates).  Lines are open from 8.30 a.m. to 5.30 p.m. on business days (i.e. Monday to Friday but excluding public holidays); or

(c)             in writing to the Company to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE.

19.             You may not use any electronic address provided in this notice of Annual Meeting or in any related documents (including the accompanying proxy form) to communicate with the Company for any purposes other than those expressly stated.