6-K - GDEV - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2024

Commission File Number: 001-40758

GDEV Inc.

(Translation of registrant’s name into English)

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

EXPLANATORY NOTE

This Form 6-K of GDEV Inc. (NASDAQ: GDEV) (the “Company”) includes:

(i)	a copy of the Company’s Notice of its 2024 Annual General Meeting (the “2024 AGM”),<br>including the agenda items of the 2024 AGM, attached as Exhibit 99.1, and
(ii)	the Form of Proxy Card, attached as Exhibit 99.2.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GDEV Inc.
By:	/s/ Alexander Karavaev
	Name:	Alexander Karavaev
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Notice of 2024 Annual General Meeting
99.2	Form of Proxy Card

Exhibit 99.1

Notice on the Convocation of an Annual GeneralMeeting of the Members of GDEV Inc.

Distributed electronically to:

those members of GDEV Inc. (the “Company”) whose names on July 10, 2024 (the “Record Date”) appear as members in the share register of the Company and are entitled to vote at the meeting; and

the other directors of the Company (the “Directors”);

July 18, 2024

This notice (the “Notice”) is given to inform that the Company will hold its 2024 annual general meeting (the “AGM”) of the members (the “Members”) on August 23, 2024, 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 23, 2024.

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/2024

The following agenda items are proposed for consideration and, if thought proper, for approval by the Members:

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:

Natasha Braginsky Mounier	Independent Director
Marie Holive	Independent Director
Olga Loskutova	Independent Director
Andrew Sheppard	Independent Director
Tal Shoham	Independent Director
Igor Bukhman*	Non-Executive Director
Andrey Fadeev*	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.

The following resolution is proposed:

To re-elect the following independent Directors of the Company:

Natasha Braginsky Mounier	Independent Director
Marie Holive	Independent Director
Olga Loskutova	Independent Director
Andrew Sheppard	Independent Director
Tal Shoham	Independent Director

Record Date:

Only Members as of the end of business on July 10, 2024, 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 23, 2024. Proxies submitted thereafter will not be considered.

Voting

According to Regulation 6.1 of the Company’s Articles 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://gdev.inc/for-investors/investors-materials.

Yours faithfully,

By the order of the Board

Andrey Fadeev,

CEO and Director

Form of Instrument Appointing a Proxyto Exercise Discretion

GDEV INC.

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 theLegal Entity] or failing them [Insert Full Name of Additional Proxy, as necessary, passport No. _________, residingat ___________] 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 23, 2024 and at any adjournment thereof.

Item of the Agenda	FOR	AGAINST	ABSTAIN
1. Election of Directors<br><br> <br>(a) Natasha Braginsky Mounier<br><br> <br>(b) Marie Holive<br><br> <br>(c) Olga Loskutova<br><br> <br>(d) Andrew Sheppard<br><br> <br>(e) Tal Shoham

By this instrument the Proxy is empowered and authorized to choose the chairman of the AGM and request a poll if the Proxy thinks fit.

Signed this day of _____________, 2024.

Signature:

Name of the Member:
Represented by:

Exhibit 99.2

GDEV INC.<br>PLEASE DO NOT RETURN THE PROXY CARD<br>IF YOU ARE VOTING ELECTRONICALLY.<br> FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED<br>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<br>AGM immediately following their appointment, or until their earlier death, resignation or removal, and can be re-elected for successive<br>terms. Upon the recommendation of the Nomination and Compensation Committee, the Board recommends to the AGM to re-elect the<br>following Directors of the Company:<br>1. Election of Directors FOR AGAINST ABSTAIN<br>(1) Igor Bukhman <br>(2) Andrey Fadeev <br>(3) Natasha Braginsky Mounier<br>(4) Andrew Sheppard<br>(5) Marie Holive<br>(6) Olga Loskutova<br>(7) Tal Shoham<br>Non-Executive Director<br>Director and CEO of the Company<br>Independent Director<br>Independent Director<br>Independent Director<br>Independent Director<br>Independent Director<br>*These directors are, pursuant to Regulation 9.2 of the Articles, subject to nomination and appointment<br>by Everix and FG (as defined in the Articles) and are subject to election by resolution of those persons only.<br>(Instruction: To withhold authority to vote for any individual<br>nominee, strike a line through that nominee’s name in the list above)<br>Signature_________________________________Signature, if held jointly__________________________________Date___________, 2024<br>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,<br>guardian, or corporate officer, please give title as such.<br>Please mark<br>your votes<br>like this X<br>INTERNET<br>www.cstproxyvote.com<br>Use the Internet to vote your proxy. Have<br>your proxy card available when you access<br>the above website. Follow the prompts to vote<br>your shares.<br>Vote at the Meeting –<br>If you plan to attend the virtual online annual<br>meeting, you will need your 12 digit control<br>number to vote electronically at the annual<br>meeting. To attend the annual meeting, visit:<br>https://www.cstproxy.com/gdevinc/2024<br>MAIL – Mark, sign and date your proxy card<br>and return it in the postage-paid envelope<br>provided.<br>Your Internet vote authorizes the named proxies to<br>vote your shares in the same manner as if you marked,<br>signed and returned your proxy card. Votes submitted<br>electronically over the Internet must be received by<br>11:59 p.m., Eastern Time, on August 22, 2024.<br>YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.<br>IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail<br>Vote by Internet, Smartphone or Tablet - QUICK EASY<br>PROXY<br>THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1.<br>189771 GDEV Inc Draft Proxy Card - Front<br>CONTROL NUMBER
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED<br>GDEV INC.<br>PROXY<br>THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS<br>The undersigned appoints XXXXXXXXXX and XXXXXXXXXX, and each of them, as proxies, each<br>with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated<br>on the reverse hereof, all of the shares of common stock of XXXXXXXXXXXXXXXXXXXX. held of record<br>by the undersigned at the close of business on July 10, 2024 at the Annual Meeting of Stockholders of<br>GDEV INC. to be held on August 23, 2024, or at any adjournment thereof.<br>THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY<br>INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1, AND IN<br>ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY<br>OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS<br>SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.<br>(Continued and to be marked, dated and signed, on the other side)<br>189771 GDEV Inc Draft Proxy Card - Back<br>Important Notice Regarding the Internet Availability of Proxy<br>Materials for the 2024 Annual Meeting of Stockholders to be<br>held on Friday, August 23, 2024.<br>To view the 2024 Proxy Statement, 2024 Annual Report and<br>to Attend the Annual Meeting, please go to:<br>https://www.cstproxy.com/gdevinc/2024
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GDEV INC. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED 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: 1. Election of Directors FOR AGAINST ABSTAIN (1) Igor Bukhman * (2) Andrey Fadeev * (3) Natasha Braginsky Mounier (4) Andrew Sheppard (5) Marie Holive (6) Olga Loskutova (7) Tal Shoham Non-Executive Director Director and CEO of the Company Independent Director Independent Director Independent Director Independent Director Independent Director *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. (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) Signature_________________________________Signature, if held jointly__________________________________Date___________, 2024 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. Please mark your votes like this X 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 meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://www.cstproxy.com/gdevinc/2024 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 11:59 p.m., Eastern Time, on August 22, 2024. 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 PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. 189771 GDEV Inc Draft Proxy Card - Front CONTROL NUMBER

FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED GDEV INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints XXXXXXXXXX and XXXXXXXXXX, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of XXXXXXXXXXXXXXXXXXXX. held of record by the undersigned at the close of business on July 10, 2024 at the Annual Meeting of Stockholders of GDEV INC. to be held on August 23, 2024, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued and to be marked, dated and signed, on the other side) 189771 GDEV Inc Draft Proxy Card - Back Important Notice Regarding the Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on Friday, August 23, 2024. To view the 2024 Proxy Statement, 2024 Annual Report and to Attend the Annual Meeting, please go to: https://www.cstproxy.com/gdevinc/2024

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