GDEV Inc 6-K, filed Jul 21, 2023
GDEV Inc. (GDEV)
About this 6-K
GDEV Inc filed this 6-K on July 21, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023
Commission File Number: 001-40758
Nexters 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 2023 Annual General Meeting (the “2023 AGM”), including the agenda items of the 2023 AGM, attached as Exhibit 99.1, and |
| (ii) | the Form of Proxy Card, attached as Exhibit 99.2. |
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.
Date: July 21, 2023
| Nexters Inc. | ||
| By: | /s/ Alexander Karavaev | |
| Name: Alexander Karavaev | ||
| Title: Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Notice of 2023 Annual General Meeting |
| 99.2 | Form of Proxy Card |
| 1 Notice on the Convocation of an Annual General Meeting of the Members of GDEV Inc. Distributed electronically to: those members of GDEV Inc. (the “Company”) whose names on July 20, 2023 (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 21, 2023 This notice (the “Notice”) is given to inform that the Company will hold its 2023 annual general meeting (the “AGM”) of the members (the “Members”) on August 25, 2023, 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 25, 2023. 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/2023. Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free). Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply). Conference ID: 0464571# The following agenda items are proposed for consideration and, if thought proper, for approval by the Members: 1. Confirmation of Appointment of the Company’s Auditor The Company’s board of directors (the “Board”) recommends to the AGM to confirm appointment of KPMG Certified Auditors S.A. (“KPMG”), as the Company’s auditors in accordance with the provisions of Section 153 of the Companies Law Cap 113 to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company. |
| 2 The following resolution is proposed: To confirm the appointment of KPMG, as the Company’s auditor in accordance with the provisions of section 153 of the Companies Law Cap 113 to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company. 2. 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. |
| 3 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 20, 2023, 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 25, 2023. 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 |
| GDEV INC. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED 1. Confirmation of Appointment of the Company’s Auditor The following resolution is proposed: To confirm the appointment of KPMG, as the Company’s auditor in accordance with the provisions of section 153 of the Companies Law Cap 113 to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company. 2. Election of Directors The following resolution is proposed: To re-elect the following independent Directors of the Company: (1) Natasha Braginsky Mounier (2) Marie Holive (3) Olga Loskutova (4) Andrew Sheppard (5) Tal Shoham Signature_________________________________Signature, if held jointly__________________________________Date___________, 2023 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 FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 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/2023 MOBILE VOTING On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your Mobile or 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 24, 2023. 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” PROPOSALS 1 AND 2. 22740 GDEV Inc Proxy Card_REV1 - Front CONTROL NUMBER |
| FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED GDEV INC. This notice (the “Notice”) is given to inform that the Company will hold its 2023 annual general meeting (the “AGM”) of the members (the “Members”) on August 25, 2023, 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 25, 2023. 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/2023. Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free). Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply). Conference ID: 0464571# Record Date: Only Members as of the end of business on July 20, 2023, 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 25, 2023. 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. (Continued and to be marked, dated and signed, on the other side) 22740 GDEV Inc Proxy Card_REV1 - Back Important Notice Regarding the Internet Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held on Friday, August 25, 2023. To view the 2023 Proxy Statement, 2022 Annual Report and to Attend the Annual Meeting, please go to: https://www.cstproxy.com/gdevinc/2023 |
