On January 25, 2022, the Board approved the acquisition of three game development studios, aiming at accelerating the Company’s product growth strategy and enlarging its player base.

According to these share purchase agreements, the Company would acquire 100%, 48.8% and 49.5% of the issued share capital of Gracevale Limited, MX Capital Limited, and Castcrown Limited, respectively.

More specifically, on January 27, 2022, the Company entered into a share purchase agreement to acquire 100% of the issued share capital of Gracevale Limited, developer and publisher of PixelGun 3D mobile shooter title, for a total consideration of up to 70,000. The deal included a cash consideration of 55,517, a share consideration of 3,963, and a deferred share consideration of 10,520 subject to certain conditions. In parallel with the acquisition of Gracevale Limited, the Company also acquired Lightmap Studio for an amount of 150, which will now take part in the maintenance and support of Pixel Gun 3D. The two transactions were fully executed on January 31, 2022.

Also, on January 27, 2022, the Company entered into a share purchase agreement to acquire 48.8% of the issued share capital of MX Capital Limited from Everix Investments Limited for an initial consideration of 16,586 paid in cash. Further earn-out payments of up to 35,000 may increase the consideration depending on achievement of certain agreed metrics by MX Capital Limited. This further consideration will be payable by cash and newly issued equity of the Company and will be based on a discount to a projected future enterprise valuation of the Company. On the same date, the Company entered into a shareholders’ agreement with the remaining shareholder of MX Capital Limited, which provided for a put and call option deal allowing the Company to obtain control of 100% of the issued share capital of MX Capital Limited in the first half of 2024. The price payable under the put and call options depends on achievement of certain agreed KPIs by MX Capital Limited. Also, depending on the achievement of another set of KPIs by MX Capital Limited, the Company will pay the remaining shareholders an amount not exceeding 100,000 as further consideration for the sale of the option shares. MX Capital Limited stands behind the RJ Games studio, developer of Puzzle Breakers, a new mobile midcore game that is present in both puzzle and RPG genres. The transaction was fully executed on February 4, 2022.

Lastly, on January 27, 2022, the Company entered into a share purchase agreement to acquire approximately 49.5% of the issued share capital of Castcrown Limited for a total consideration of 2,970. Castcrown Limited stands behind Royal Ark, a game studio responsible for two survival RPG titles – Dawn of Zombies and Shelter Wars. On the same date, the Company entered into a shareholders’ agreement with the remaining shareholders of Castcrown Limited, which provided for a put and call option agreement allowing the Company to obtain control of 100% of the issued share capital of Castcrown Limited. The call option may be exercised no later than April 1, 2027. The put option may be exercised from April 1, 2027 to July 1, 2027. The price payable under the put and call options depends on

achievement of certain agreed metrics by Castcrown Limited and will be based on a discount to a projected future enterprise valuation of the Company. In consideration for being granted this call option, the Company will pay an option premium to the remaining founders for an amount not exceeding 1,200, as well as additional option premium of 800 depending on the achievement of certain targets. The transaction was fully executed as at March 30, 2022.

As the initial accounting is incomplete at the time these consolidated financial statements are authorised for issue the following disclosures could not be made:

New Loan Agreement

As part of the share purchase agreement with MX Capital Limited, the Company will provide a loan to this newly acquired entity for a total amount of up to 43,000 plus the amount of debt owed by MX Capital Group to an affiliate of the previous shareholder. The first tranche of the loan for an amount of 8,000 was paid on February 4, 2022 upon completion of the share purchase agreement. On the same date, an additional 1,888 was granted to MX Capital Limited, being the total debt owed to that affiliate. Tranches of 13,000, 16,000 and 6,000 will be available for drawing until July 1, 2022, February 1, 2023 and September 1, 2023, respectively, depending on the satisfaction by MX Capital Limited of certain conditions. The loan bears interest of 7% per annum and is secured by a pledge of shares in MX Capital Limited. All amounts granted should be repayable on April 1, 2027.

Convertible Note Instrument

As part of the share purchase agreement with Castcrown Limited, the Company will purchase from this newly acquired entity up to 16,000 7% unsecured convertible notes due March, 31 2025. The first tranche of the notes amounting to 1,500 was purchased on March 30, 2022 and the second tranche of an amount of 6,000 will be purchased on May 31, 2022. The Company will subscribe to additional notes amounting to 8,500 depending on the achievement by Castcrown Limited of certain performance targets by December 31, 2024. The Company can convert the notes no earlier than December 31, 2024, unless Castcrown Limited has met the performance targets earlier than that.

Call option on remaining shareholding in LLC Game Positive

On January 25, 2022, the Board approved the purchase of a call option amounting to 1,800 over the remaining 30% participatory interest in LLC Game Positive. The option will become exercisable when LLC Game Positive achieves certain targets and will expire within six months thereafter. The non-controlling shareholders have the right to request that the option price should be satisfied by allotment of ordinary shares of the Company. The call option agreement has not been executed yet.

Operating environment in Russia

In February 2022, certain countries announced new packages of sanctions against the public debt of the Russian Federation and a number of Russian banks and certain legal entities and individuals from Russia. Due to the growing geopolitical tensions, since February 2022, there has been a significant increase in volatility on the securities and currency markets, as well as a significant depreciation of the ruble against the US dollar and the Euro.

The Company regards these events as non-adjusting events after the reporting period, the quantitative effect of which cannot be estimated at the moment with a sufficient degree of confidence. The Group is currently assessing the impact of the restrictions on the financial activity of the Group and will implement all the measures necessary for the cash management and to mitigate risks arising from cash balances in such banks.

Prompted by the newly imposed sanctions, as at February 28, 2022, Nasdaq and the New York Stock Exchange imposed a suspension of trading in securities of a number of companies with operations in Russia, including Nexters Inc., which suspension currently remains in place.

On March 2, 2022, the Russian President announced a list of new measures to support IT business in Russia. The list includes inter alia the following:

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To establish for accredited IT companies the corporate income tax rate of 0 percent until December 31, 2024;

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To simplify the procedures for the employment of foreign citizens in accredited IT companies and for obtaining a residence permit by these citizens;

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To establish tax benefits for accredited IT companies that receive income from advertising, provision of services in their applications and online services or from the sale, installation, testing and maintenance of domestic IT products;

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To exempt the accredited IT companies from tax control, currency control and other types of state control (supervision) and municipal control for up to three years;

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To consolidate and promote the purchase of domestic IT solutions.