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6-K 1 tm2326651d1_6k.htm FORM 6-K

 

  

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 September, 2023

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 o On September 22, 2023, GDEV Inc. (NASDAQ: GDEV) (the “Company”) issued a press release. A copy of this press release is attached to this Form 6-K as Exhibit 99.1.

 

 

 


 

EXPLANATORY NOTE

 

 

Furthermore, a copy of the Company’s Sustainability Report is attached to this Form 6-K as Exhibit 99.2, and a copy of the Company’s Inclusion and Diversity Policy is attached as Exhibit 99.3.

 


 

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: September 22, 2023

 

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

 


 

EXHIBIT INDEX

 

Exhibit Description

 

99.1 Press release dated September 22, 2023
   
99.2 Sustainability Report
   
99.3 Inclusion and Diversity Policy

 

EX-99.1 2 tm2326651d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

GDEV Demonstrates Ongoing Commitment to Best Sustainability Practices

 

September 22, 2023 – Limassol, Cyprus – GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”) released its second Sustainability Report, with examples of the company’s strategic resilience in 2022 and committing to carbon neutrality by 2030 across our Scope 2 emissions.

 

Our approach to sustainability reflects our responsibility to the millions of players we serve worldwide. GDEV Sustainability Report demonstrates the commitment to positive impact for society, employees, and the environment, disclosing information based on SASB Standards. Furthermore, we have made a commitment of becoming carbon neutral by 2030 across our Scope 2 emissions.

 

We have also adopted a new Inclusion & Diversity policy, outlining GDEV's and its studios' approach to promoting and achieving equality, fairness, and respect for all employees, partners, and players worldwide.

 

Andrey Fadeev and Boris Gertsovskiy, co-founders of GDEV, jointly stated, "We have learned to be very adaptable in addressing external challenges by implementing deep, fundamental changes to our operating and corporate structures. This has not only helped us to navigate numerous geopolitical, macroeconomic, and industry-related difficulties but also to establish a solid foundation for GDEV’s commitment to future sustainable growth."

 

Natasha Braginsky Mounier, Chairperson of the Board of Directors, "GDEV's sustainability report is our roadmap to continue enhancing our positive impact and growth mindset in an ever-changing world."

 

GDEV’s Second Sustainability Report and Policies can be found in our Sustainability section on the company's website: gdev.inc/sustainability.

 

About GDEV

 

GDEV is a gaming and entertainment company, focused on growing and enhancing its portfolio of studios. With a diverse range of subsidiaries, including Nexters, Cubic Games, Dragon Machines, and more, GDEV strives to create games that inspire and engage millions of players for many years. Its franchises, such as Hero Wars, Island Questaway, Pixel Gun 3D, Throne Rush and others have accumulated hundreds of millions of installs worldwide. For more information, please visit gdev.inc

 

Contacts

Investor Relations 

Roman Safiyulin | Chief Corporate Development Officer Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws.

investor@gdev.inc

 


 

Cautionary statement regarding forward-looking statements

 

Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

 

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2022 Annual Report on Form 20-F, filed by the Company on June 26, 2023, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 

EX-99.2 3 tm2326651d1_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

 

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Sustainability Report September 22, 2023 Original characters from “Hero Wars”


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Table of Contents Strategy, governance and sustainability update for FY 2022 Sustainability Update Focus Areas Future Plans SASB Indexes Appendix 3 9 21 22 24 2 GDEV SUSTAINABILITY REPORT "Dear stakeholder, We faced a triad of external shocks in 2022 and this report reflects the unusual nature of this period. Our business was impacted by Russiaʼs full scale invasion of Ukraine, a share trading freeze and acute gaming industry turbulence. To address this, we took bold decisions to rapidly relocate all of our staff to safe geographies, fully complied with Nasdaq requirements for resumption of share trading, and restructured our organisational design to further increase our long term resilience and growth opportunities. This report explains the changes in our business structure, branding, critical governance architecture, and highlights our continued focus on sustainable growth. We are excited about the future and grateful for your support on this journey.” Natasha Braginsky Mounier, GDEV Chairperson


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Founders’ Message Furthermore, in 2022, GDEV faced the cost of living crisis, which led to the first gaming market reve-nue decline in many years. However, the company successfully navigated the crisis by overhauling its marketing approach, prioritizing critical pro-jects, delivering high-quality gaming experiences, and maintaining competitiveness in the challeng-ing market. Despite the challenges, GDEV studios implement-ed new sustainability features in 2022, including a stronger focus on social and environmental issues, partnerships with ecology organizations, and waste management programs to encourage em-ployees to adopt sustainable practices in their daily lives. GDEV is also pleased to announce plans to become carbon neutral by 2030 across our Scope 2 emissions and improving sustainability practices. To sum up, GDEV recognizes that sustainability is an ongoing process and remains committed to im-proving its practices in all our studios and setting new goals for the future. Andrey Fadeev and Boris Gertsovskiy, co-founders of GDEV 3 The year 2022 brought a series of challenges that had a significant impact on many businesses worldwide, including geopolitical instability, a global economic crisis, and specific difficulties in the game industry. In response, we addressed them by implementing deep, fundamental chang-es to our operating and corporate structures, creat-ing a solid foundation for future growth. As a result, we are thrilled to introduce our new cor-porate structure under the GDEV name, serving as a central hub responsible for consolidating and nurturing the growth of our studios and success-ful franchises. The company will comprise Nexters, Cubic Games, and Dragon Machines, along with partially controlled assets (Royal Ark, RJ Games, Game Gears), as well as any future acquisitions. By implementing this approach, our goal is to opti-mize efficiency, and cultivate a culture of transpar-ency and cooperation within our organization. One of the most important steps of 2022 was relo-cating employees from Russia, Belarus, and Ukraine to safe-harbor locations (Cyprus, Armenia, Kazakhstan), ensuring their safety and well-being while maintaining business operations and strong relationships with shareholders, partners, and players. GDEV SUSTAINABILITY REPORT


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GDEV is a gaming and entertainment company 4 Sustainability Update GDEV SUSTAINABILITY REPORT Family of 6 gaming studios Diversification across geo and platforms Strong results in 2022** Games portfolio of both established and promising franchises in popular genres Blockbuster mid-core multi-platform RPG 480 Revenue, $m Revenue by Geo Revenue by Platforms Adj. EBITDA, $m 98 261 2020 2022 2020 2022 1 #1 grossing genre* #1installs genre* #1time spent genre* Farming simulation game with puzzles Pixel style mobile first-person shooter +84% >100% Europe 21% Asia 26% USA 33% 63% 37% Monthly Active Users (MAU), mln 8 6 2020 2022 +36% Mobile PC * data.ai (FY 2022 data excluding hypercasual games) ** Source: Company information. Definitions of Adjusted EBITDA and MAU can be found on page 25


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2022 External Shocks In 2022, a combination of economic, political, and market-specific factors created a perfect storm of volatile market conditions, impacting global com-panies across various industries. GDEV was among many companies forced to take response meas-ures in order to continue sustainable growth trajec-tory. The company faced significant challenges, in-cluding the first-ever decline in the mobile gaming industry, record-high inflation across multiple mar-kets, and a decline in consumer income and confi-dence. Despite these challenges, GDEV persevered and took steps to adapt to the changing environ-ment. ‘22 External shocks Geopolitical instability Macro-economic turmoil Game-market challenges • Employees unable to be employed in certain countries • Inability to continue operations from the countries which were key personnel hubs • GDEV shares and warrant trading halted on the Nasdaq stock exchange • Record-high inflation • Decreased discretionary consumer spending • Rising operating costs • Post-lockdown adjustment in playersʼ engagement • Deterioration of user acquisiton efficiency due to data privacy challenges • First decline of the mobile industry revenue • Closed all Russian subsidiaries • Opened new GDEV offices in Armenia and Kazakhstan • Relocated employees to safe-harbor locations • Improved corporate governance by adding three new independent directors with diverse experience • Released the Inaugural Sustainability Report • With these actions driving the lifting of the trading suspension on Nasdaq • Maintained cash reserves • Optimized the headcount in June 2022 • Focused on products with the highest potential • Implemented cost-cutting measures on non-essential expenses • Rebuilt our marketing and development approach, optimizing the efficiency of UA costs • Maintained Hero Wars success • Achieved certain success with our new title • Сlosed low-potential projects How affected us Our actions 5 Overall, GDEV has implemented deep fundamental changes in both operating and corporate structures to help create a sustainable basis for further growth, proving the resiliency of our core business and ability to adapt to the changing market and unfavorable environment GDEV SUSTAINABILITY REPORT Sustainability Update


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To ensure we are implementing our Sustainability Strategy effectively, we use the UN SDGs as a guide and consider the SASB Software & IT Services Standard as a benchmark for measuring and reporting on our sustainable development practices. Our sustainability strategy From the outset, GDEV has prioritized sustainabili-ty as a key element of its founders-driven ap-proach. Over time, these efforts have been convert-ed into GDEVʼs Sustainability Strategy with clear metrics to improve our impact on the world and de-termine the most optimal focus areas. This ulti-mately allowed GDEV to be more resilient to exter-nal shocks of 2022. GDEV's approach to sustainability revolves around comprehensive practices that foster business sta-bility in any environment. We maintain our core values while adapting quickly to changing circum-stances - that's our recipe for long-term success. Our Sustainability Strategy outlines three path-ways that reflect the varying levels of impact that GDEV has on different stakeholders: our employ-ees, local communities, and the wider global com-munities. To further guide our efforts, we've also identified four key areas of focus that align with our interactions with the world, and we've grouped our sustainability activities into these areas based on their impacts. integration of ESG financial materiality standards practice responsible business by contributing to local stakeholders enhance the societal contribution and positive impact of video gaming THREE PATHWAYS APPROACH IN FOUR FOCUS AREAS CORE LOCAL GLOBAL Our Studios Our Players Communities Environment 6 GDEV shares its sustainability best practices with the portfolio companies teams, including Cubic Games which we acquired in January 2022 GDEV SUSTAINABILITY REPORT Sustainability Update


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7 Governance Our leadership team is composed of professionals with diverse backgrounds who bring valuable insights and expertise to guide the company through complex challenges and identify new op-portunities for growth. Additionally, in 2022, GDEV strengthened its governance structure by appoint-ing three new independent directors, which is a sig-nificant step towards ensuring responsible, ethi-cal, and sustainable company operation. To help ensure that our directors are fully equipped to provide valuable insights and exper-tise, we have established a clear framework for interaction. This includes regular updates on market trends, operational performance, and finan-cial results, as well as maintaining open communi-cation lines with our founders and management team. GEOPOLITICAL ISTABILITY MACROECONOMIC TURMOIL GAME-MARKET CHALLENGES Case: Return to trading on Nasdaq In 2021, GDEV became the first European gaming company to start publicly trading on Nasdaq Stock Exchange. That was an important milestone in our history and provided us with greater opportunities for further growth with access to global investors and capital markets. However, on the 28th of February 2022 the trading of our shares was halted due to certain exposure of our business to Russia and risks associated with it. Returning to Nasdaq has been a top priority for GDEV, its management, shareholders, Board of Directors, as we aim to become a truly global enterprise and expand our presence further worldwide. To achieve this, we have undergone a rigorous examination by Nasdaq and SEC to ensure compliance with their requirements. Moreover, we have successfully undergone a new audit from KPMG Greece. Among the measures we have taken were: a relocation program to move personnel from Russia, Belarus, and Ukraine to "safe-harbor" countries, a divestiture of Russia-based subsidiaries, and closing any business activity in this country. "The resumption of GDEV shares trading on Nasdaq was a major achievement for us. All members of the executive team and the Board of Directors worked close-ly to deliver this outcome. We are com-mitted to transparency, effective com-munication, and are fully focused now on delivering long term growth. This will benefit all our stakeholders.” Natasha Braginsky Mounier, GDEV Chairperson GDEV SUSTAINABILITY REPORT Original art from “Hero Wars” Sustainability Update


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Natasha Braginsky Mounier Areas of Responsibility Chairperson, Independent Director Andrey Fadeev Executive Director Igor Bukhman Non-Executive Director Andrew Sheppard Independent Director Tal Shoham Independent Director Olga Loskutova Independent Director • Capital Markets • Finance • ESG • Game Industry • Business Growth • Strategy • Game Industry • Business Growth • Strategy • Game Industry • Investments • Integrations • Investments/M&A • Game Industry • Marketing • Consumer Goods • Global Business & General Management • Product Development & Brand Management Board of Directors 8 Andrey Fadeev Founder and Chief Executive Officer Boris Gertsovskiy Founder and Head of R&D Professional experience 5 1 1 60% 40% 1 1 4 1 Independent Executive Non-Executive Female Male Game Industry Finance Media Consumer Goods Board of Directors Diversity Directors status matrix Board expertise matrix Board gender matrix Management Anton Reinhold Chief Operating Officer Roman Safiyulin Chief Corporate Development Officer Marie Holive Independent Director • Entertainment & Media • Audit • Global Business Management GDEV SUSTAINABILITY REPORT Alexander Karavaev Chief Financial Officer Yulia Dementieva General Counsel Andrey Kuznetsov Chief Investment Officer Yulia Pirozhkova Nexters HR Director Olga Gertsovskaya Head of Employee Well-being at Nexters • Capital Group • Aradei Capital • J.P. Morgan • Nexters • Playrix • GREE • Transcend Fund • Kabam • General Electric • London Business School • Comcast • Supersonic • ironSource • Huuuge • Nestle • SABMiller • Whirlpool Sustainability Update


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9 Our Studios Recently, GDEV has undergone an evolutionary journey that has led us to transition from manag-ing the individual Nexters studio to becoming a holding company of multiple studios working on diverse franchises. In line with this change we evolve ‘Our Teamʼ focus area into ‘Our Studiosʼ, in order to reflect this transition. GAME-MARKET CHALLENGES GEOPOLITICAL ISTABILITY MACROECONOMIC TURMOIL 2023 Transformation In June 2023 we announced the change of our hold-ing company name to GDEV Inc. to reflect its evolu-tion focused on the growth of its diversified portfo-lio of studios and franchises. GDEV is a gaming and entertainment powerhouse, focused on growing and enhancing its portfolio of studios. By imple-menting this streamlined approach, we aim to max-imize efficiency and foster a culture of transparen-cy within our organization. The company comprises Nexters, Cubic Games and Dragon Machines, along with partially con-trolled assets (Royal Ark, RJ Games, Game Gears) as well as any future acquisitions. The current man-agement team of GDEV will remain unchanged, with each studio operating under its own leader-ship. Original characters from “Island Questaway” and “Pixel Gun 3D” GDEV SUSTAINABILITY REPORT "In early 2022, Cubic Games became part of the GDЕV family. Throughout our time together, we have felt tremendous support in our endeavors, received valu-able advice, and, most importantly, en-joyed the freedom of creativity within our studio.” Dmitry Amroyan, CEO Cubic Games 1 studio 6 studios 2021 2023 Focus Areas


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10 Nexters employees survey Read more about our Diversity Policy “We value and support each employee, which was particularly important during the peak of the crisis situation in 2022. All of this helped us to form a unified and cohesive team capable of achieving high results, where everyone is proud to be a part of Nexters” Olga Gertsovskaya, Nexters Head of Employee Well-being Diversity Diversity has been a core value at all our studios since founding, and we are committed to maintain-ing a workforce that is inclusive and representa-tive of a variety of backgrounds and perspectives. We do not tolerate discrimination or infringement based on individual characteristics such as gender, sexual orientation, or race. In recent years, we have seen a gradual increase in the number of women among GDEV employees, providing equal conditions during the hiring and working processes. We also provide flexible condi-tions for employees during pregnancy and materni-ty leave. As a result, we have seen significant progress, with the share of women among our employees growing from 31% in 2019 to 36% in 2022. This has had a pos-itive impact on our company culture, fostering greater cohesion and diversity of thought. Men Women 2019 69% 31% 268 2020 65% 35% 424 2021 62% 38% 809 2022 64% 848 36% GDEV EMPLOYEES DIVERSITY GDEV SUSTAINABILITY REPORT Employee Well-being We are dedicated to providing a supportive and positive work environment, fostering a positive company culture, maintaining teamwork and col-laboration among employees, and achieving a healthy work-life balance in all our studios. In 2022 we offered our employees free access to a specialized psychological support service, with 283 employees taking advantage of this opportuni-ty. Also, for all employees and their families, a med-ical insurance policy spanning almost across the globe is in effect. Moreover, we have significantly increased the number of employees doing sports, by providing various opportunities for physical ac-tivity, and contributing to employee initiativesʼ im-plementation, organizing different courses and workshops. satisfied with the working conditions, salary, and bonuses believed that Nexters encourage open dialogue noted the cohesion of the team and support from colleagues 80% 79% 84% Focus Areas


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Headcount Changes In 2022, GDEV had to make headcount layoffs in all its studios. This was a challenging decision that was prompted by factors beyond our control. While it is easy to hire new employees, it becomes considerably more challenging to part ways with employees in a respectful manner during a crisis period. The changes impacted 250+ employees located in different countries. To provide transparency, we held a conference call with all employees that included the founders and management. Each em-ployee affected by the headcount changes received a compensation package that included a supplemental cost-of-living adjustment payment, insurance renewals, and other types of financial and psychological support. Positive recommenda-tions were also given to help them find new oppor-tunities. As a result of this difficult decision, our team was able to overcome difficulties and finally resume hiring in 2023. 11 In 2022 being a global company and operating from Russia had become impossible, and we made the decision to eliminate our presence in this coun-try by closing our offices in Moscow and Saint Pe-tersburg. Nonetheless, it was crucial for us to con-tinue our partnership with those who have helped make GDEV a large company. Therefore, we offered new locations to employees and their fami-lies, and provided significant support to help them through the difficult process of relocating. This became one of the main challenges in 2022, and we invested considerable effort and resources to ensure the smooth transition of our employees. As a result, in 2022, we successfully relocated 550+ employees, along with their family members and even pets. We fully covered relocation costs, which ranged from $800 for solo relocation to Armenia, to more than $5000 in case of family relo-cation to Cyprus. The entire relocation process was individually sup-ported and accompanied by the help of assistants. We also facilitated employees and their families with visa applications, paperwork at a new location, opening bank accounts, insurance and other unex-pected tasks. "We have done a lot for the relocation of employees, first exploring dozens of po-tential new locations, and then creat-ing 2 new official locations in Armenia and Kazakhstan, as well as expanding Nexters' presence in Cyprus. After some time, I can confidently say that all relocated employees have adapted to changes and are ready to reach new heights together with Nexters!” Anna Korzh, Nexters Head of People Operations GEOPOLITICAL ISTABILITY MACROECONOMIC TURMOIL Relocations GDEV EMPLOYEES LOCATION Cyprus 329 Armenia 479 Kazakhstan 40 GDEV SUSTAINABILITY REPORT Focus Areas


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12 Our Games & Players 2022 was a challenging year for the entire gaming industry due to the macroeconomic turmoil and industry specific challenges, which resulted in sig-nificant delays in product development and mar-keting. However, we were able to overcome these difficulties thanks to our long-term strategy of cre-ating engaging gaming experiences for players worldwide. Our games have the ability to bring people togeth-er and provide an escape from everyday problems, making these characteristics an important part of our resilience strategy in 2022. Original characters from “Pixel Gun 3D” Gaming Market Challenges Our industry faced several factors that negatively impacted effectiveness of mobile marketing and the cost of user acquisition: Despite all of our strengths, the situation has shown that we are not immune to the global market condi-tions. However, GDEV took decisive actions to overcome these challenges by significantly reducing our market-ing activity to almost zero in the summer of 2022 to avoid wasting resources ineffectively. The company reconfigured its business processes and focused on cross-team projects that intersected with marketing, product, and other teams. These actions allowed GDEV to relaunch its marketing activity by the end of 2022 and show record-high user acquisition spending in some of our titles. For example, we have achieved significant success with our new title, Island Questa-way, bookings and downloads of which have further ac-celerated growth in 2023. “Our 2022 performance is a testament to the resilience of our team and our ability to adapt quickly to changing market conditions. With the normalization of our mar-keting campaigns by the end of 2022, we're now well-positioned to continue driv-ing growth and delivering even greater value to our players” Anton Yakovlev, Nexters Chief Marketing Officer GAME-MARKET CHALLENGES MACROECONOMIC TURMOIL iOS Privacy Policy Increased user attention competition Post Lockdown normalization Negative Macro GDEV SUSTAINABILITY REPORT Focus Areas


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Positive Game Agenda 13 At GDEV, we strongly believe in the power of video games to entertain, educate, and inspire players. That's why our games have a broad cooperative function, a positive atmosphere, and a strict ban on abusive behavior. We also use our games to pro-mote social and environmental protection issues. In 2022, we introduced a pacifist hero in our main title Hero Wars - the legendary smith, Fafnir, who has always been treated as an outcast because of his peaceful nature. We also recently added non-binary characters to the game, Mushy and Shroom, who prefer the pronoun 'they'. Moreover, in April 2023, Hero Wars launched an event where guilds of players grow trees by completing certain tasks. The guilds that manage to grow the tallest tree received cool in-game items. Original characters from “Hero Wars” and “Island Questaway” Case: Island Questaway One of GDEV's major product successes in 2022 was Island Questaway, earning currently more than $3mln gross monthly and continuing to grow. Island Questaway promotes a careful attitude towards nature, encourages solving environmen-tal problems, and advocates for equality of all people. In 2022, we released 10 in-game events that focused on three key themes: gender and social equality, environment protection, and value of cultural heritage. By promoting these themes, we aim to encourage our players to live in harmony with nature and society around them. Furthermore, in 2023, we joined the Green Game Jam initiative (operates under the UN auspices), aiming to promote the topics of wildlife protection and climate change through Island Questaway. In the 2023 event we want to educate our players, and make a positive impact on the environment and so-ciety. Gender and social equality Value of cultural heritage Environment protection Emily Hart, main character of the game, is actively fighting against prejudices, and in particular the acute problem of inequality. We believe that different cultural elements can add depth and au-thenticity to the gaming experi-ence, making it more immersive and enjoyable for players. We aim to inspire players to take care of the natural world and con-tribute to a more sustainable future. Mushy and Shroom (non-binary characters) Fafnir (pacifist hero) GDEV SUSTAINABILITY REPORT Focus Areas


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GAME-MARKET CHALLENGES 14 Our Players It is crucial for us to be in constant contact with our players and understanding their needs, while building a sense of belonging among players. More-over, a loyal fan base acts as a source of inspira-tion for us and provides fresh ideas for events and in-game updates. For this reason, in September 2022, we joined Fair Play Alliance, participating in the organization's activities to support player well-being and foster healthier, more welcoming gaming spaces around our games. Additionally, in 2022, the GDEV studios community departments began conducting sur-veys of players' opinions on new game mechanics and content updates, with thousands of players from different regions participating. JAPAN COMMUNITY In March 2022, we started working with the Hero Wars community of Japanese players in order to make their game experience even more satisfying. Since 2020 we have had more than six mln installs and registrations of our game in Japan, so recognizing the extent of our reach we feel the need to create new experiences for our players and be in contact with them. • Launched official Japanese pages on X (formerly, Twitter) and YouTube to share news and distribute gifts • Support offline communication of our Japanese players, many of whom have become close friends • Our community manager met with Hero Wars players in Japan. This practice was very useful to understand playersʼ passion for the game in order to make it even more magnificent! Our community manager with Japan players community Ksenia Bushueva, Island Questaway Producer “Games offer a unique opportunity to promote and reinforce important values, providing a fun and engaging way to instill positive principles and behaviors in individuals of all ages. That is why millions of people around the world play GDEVʼs games and are huge fans of them” GDEV SUSTAINABILITY REPORT Focus Areas


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15 Our Communities We want to be beneficial to residents of all official studios locations, supporting various local initia-tives and organizations. We have a fairly large number of supported partners in different spheres, such as sports, education, environment protection, charity organizations, and IT forums. Original art from “Island Questaway” Partners and Sponsorship We are proud to support the international EdTech platform KidIT, which offers technology-driven offline courses aimed at fostering creativity devel-opment through technology for Cypriot children. Thanks to this initiative, local children start study-ing computer science from childhood at no cost and acquire valuable skills and knowledge for todayʼs world. Furthermore, charity is also a big part of our com-munity giving program. So, in 2022, we supported the UK-based One Special Day initiative for the third time, which brings joy and inclusivity to the lives of individuals with physical disabilities by ena-bling them to participate in video games. Moreover, at the moment we are actively seeking partnerships with new social and environmental organizations in new locations for GDEV - Armenia and Kazakhstan. By working together, we can make a real difference in these communities. WE SUPPORT GDEV SUSTAINABILITY REPORT Focus Areas


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Andrey Fadeev at TechIsland TECHISLAND OBJECTIVES 16 Improve the operating environment for existing tech companies Improve the working and living environment for international-class tech talent Increase awareness of growth & opportunities in the tech and innovation sector in Cyprus Promote the Cyprus tech ecosystem abroad Case: Techisland Partnership 1 2 3 4 One of GDEV's priorities is to foster unity within the entire IT industry in Cyprus, as it serves as GDEV headquarters and home to some of our studi-os and employees. As part of this commitment, we have been serving as board members of the Techis-land organization for several years, with our CEO Andrey Fadeev actively participating in its meet-ings and conferences. This is a non-profit IT associ-ation, comprising over 200 IT companies, startups, and investment funds with diverse origins, was es-tablished in 2021 with a mission to transform Cyprus into a world-class destination for top-notch talent. The goal of Techisland is to work with the local technology sector and public sector to help boost the technology and innovation infrastructure that is expected to become a crucial economic engine for the Cypriot economy. In addition to big initiatives, such as IT forums and meetups, Techisland also provides a platform for CSR activities in education, health, ecological issues, and societal issues. For example, in 2022 Te-chIsland helped to completely restore a school that was badly damaged by fire, and organized a new computer class for students. GDEV SUSTAINABILITY REPORT Focus Areas


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17 Case: CFC Partnership It is important for us to support organizations that are involved in ecology, thus making a contribution to our two focus areas - community and environ-ment. In 2022, we began active cooperation with the City Friends Club, supporting them financially, as well as helping with the organization of educa-tional events. Moreover, City Friends Club carried out an audit of Nexters offices in Limassol to inspect them in terms of waste management and energy efficiency. City Friends Club - environmental organization in Cyprus, providing streets cleaning, fostering volunteer movement development, and organiz-ing eco-educational programs. • Company eco-policy. GDEV has environmental policy and ecology strategy, while proving its intentions by measuring CO2 emissions, and sharing this information with the public. • Waste sorting points. Separate waste collection at all GDEV offices. • Conscious approach. GDEV has significantly advanced in switching to reusable alternatives. Eco-friendly prod-ucts made from recycled materials are in active use. As a result of this event, we have a clear understanding of our strengths and areas for improvement: Strengths: • Employee awareness. CFC recommend providing the employees with information on 'why to sort' and how they could minimize trash production. GDEV response: Plan to organize lection for employees in 2023. • Cleaning personnel control. The cleaning personnel disposed of some of the trash incorrectly. GDEV response: The improvement has been achieved. Areas for improvement: “I am so happy that GDEVs and its employees share our views on sus-tainability. Their donations and on-going support have enabled us to advance our mission of protecting the environment in Cyprus and edu-cating the public on the importance of responsible waste management. Together, we are working towards a more sustainable future for all” Anna Gubareva, Founder of City Friends Club GDEV SUSTAINABILITY REPORT Focus Areas


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18 Our Environment GDEVʼs core business has a relatively low environ-mental footprint, but we are committed to reduc-ing it further. Key areas of our concern are energy usage, climate impact, responsible use of natural resources, and waste reduction. As GDEV expands its operations, we have implemented a strategy, targets, and metrics to manage and monitor our en-vironmental efforts. GEOPOLITICAL ISTABILITY Energy management Commitment to energy efficiency is one of GDEVʼs long term goals. To help achieve our objective, we use the latest technologies that allow us to meet high energy efficiency standards and ensure low electricity consumption. We also try to choose partners, taking into account their environmental impact. For example, for servers and cloud-based solu-tions we use Amazon Web Services (AWS), one of the most energy-efficient solutions on the market. According to AWS, its solutions can lower a work-loadʼs carbon footprint by 96% compared to Euro-pean data enterprise centers, which allows us to be more energy efficient, use fewer natural resources, and make fewer carbon emissions. In addition, our Board of Directors has approved the goal of becoming carbon neutral (Scope 2) by 2030. This means we plan to reduce our environ-mental impact even further and offset our emis-sions by supporting environmental projects in the countries where our offices are located. Electricity consumption, MWh 400 300 200 100 0 2019 2020 2021 2022 Estimated GHG emissions (Scope 2), metric tons/CO2e* 150 100 50 0 2019 2020 2021 2022 GDEV SUSTAINABILITY REPORT Plans to become carbon neutral by 2030 across our Scope 2 emission approved by GDEV’s Board of Directors * According to IRENA data Focus Areas


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19 Waste Management COLLECTING WASTE GDEV has implemented a comprehensive waste management plan that includes reducing waste generation, reusing and recycling materials, and properly disposing of any remaining waste. In our offices, we strive to promote the use of reusable tableware, but in some cases, we use disposable biodegradable tableware. Since 2022, we have modernized our separate waste collection system, which now includes PMD (plastic, metal, and drink cartons), paper, glass, and mixed waste. Total in 2022, the following amount was collected: RECYCLABLE WASTE (KG) 40000 30000 20000 10000 0 2021 2022 To further reduce our environmental impact, we installed specialized containers for the collection and processing reciclable waste. In 2022 we have collected: 36 kg of coffee capsules 91 kg of batteries and rechargeable devices 93 kg of printer cartridges 35 kg of plastic caps from PET bottles Over 120 kg of clothes collected to support vulnerable populations in our community Mixed Waste Recycled waste 32 500 16 500 39 500 23 500 ~23 500 kg recyclable waste ~39 500 kg mixed waste GDEV SUSTAINABILITY REPORT 34% of total 37% of total Focus Areas


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20 Our Eco-Initiatives In 2022, we organized a beach cleanup in Limassol, where dozens of our employees participated and collected 447 kilograms of garbage. We also contin-ue participating in such events in 2023, to make our locations cleaner, greener, and raise aware-ness among employees. For example, in April 2023 we conducted a tree planting campaign in two of our locations: Armenia and Kazakhstan, with the participation of GDEV employees. We also hosted a clothing exchange event in our offices to promote sustainable consumption and waste reduction. The clothes found new owners, contributing to our long-standing cooperation with various charity organizations that collect and donate clothes to those in need. Moreover, we are committed to making our merchandise more envi-ronmentally friendly by avoiding non-recyclable packaging and providing our employees with reusa-ble shopping bags, glasses, and mugs. To further educate our employees on environmen-tal protection, we organized a public lecture in 2022 where a professional ecologist shared tips on how to follow an eco-friendly lifestyle at home and at work. In April 2023 we conducted a tree planting campaign at two of our locations, Armenia and Kazakhstan GDEV helped cleaning beach in Cyprus GDEV SUSTAINABILITY REPORT Focus Areas


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GDEV Future Plans GDEV studiosʼ future sustainability plans cover all 4 of our focus areas. We be-lieve it is important to focus on achieving all goals and make our work compre-hensive and complete in order to make our places of residence, the gaming industry and the entire world even better, cleaner and more responsible. Our Studios Our Games & Players • Continue working on improving playersʼ experience • Continue to combat abusive behavior within our gaming community • Promote universal ideas and values through our games • Participate in at least one sustainability in-game initiative annually Our Communities • Support a minimum of 5 public initiatives • Participate in charitable donations at least once a year • Provide creative independence to studios while supporting them strategically • Treat all employees equally • Сonduct annual employee satisfaction surveys Original artwork from “Hero Wars” Our Environment • Carbon neutral goal by 2030 across our Scope 2 emission • Plans to implement emission compensation practice • Participate in ecological activities in our official locations • Continue improving the waste and energy efficiency management 21 GDEV SUSTAINABILITY REPORT


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Sustainability disclosure topics & accounting metrics Environmental footprint of hardware Infrastructure Topic TC-SI-130a.1 Code (1) Total energy consumed, (2) percentage grid electricity, (3) percentage renewable Accounting Metric Energy management TC-SI-130a.2 (1) Total water withdrawn, (2) total water consumed, percentage of each in regions with High or Extremely High Baseline Water Stress No data available TC-SI-130a.3 Discussion of the integration of environmental considerations into strategic planning for data center needs Energy management Data privacy and freedom of expression TC-SI-220a.1 Description of policies and practices relating to behavioral advertising and user privacy Privacy Policy TC-SI-220a.2 Number of users whose information is used for secondary purposes No data available TC-SI-220a.3 Total amount of monetary losses as a result of legal proceedings associated with user privacy In 2022, we did not have litigation or pre-trial proceedings that would lead to the payment of compensation or penalties TC-SI-220a.4 (1) Number of law enforcement requests for user information, (2) number of users whose information was requested, (3) percentage resulting in disclosure No such requests have been received. In any case, the disclosure of user data is always carried out on an individual basis TC-SI-220a.5 List of countries where core products or services are subject to government-re-quired monitoring, blocking, content filtering, or censoring Any content-blocking restrictions do not have a significant impact on GDEVʼs business Location in the report / Response Data security TC-SI-230a.1 (1) Number of data breaches, (2) percentage involving personally identifiable information (PII), (3) number of users No data available TC-SI-230a.2 Description of approach to identifying and addressing data security risks, including use of third-party cybersecurity standards Policies 22 SASB Index SASB Index


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Recruiting & managing a global, diverse & skilled workforce TC-SI-330a.1 Percentage of employees that are (1) foreign nationals and (2) located offshore As of December 31, 2022: 1)>97% non-Cypriot 2)61% located outside Cyprus TC-SI-330a.2 Employee engagement as a percentage No data available TC-SI-330a.3 Percentage of gender and racial/ethnic group representation for (1) manage-ment, (2) technical staff, and (3) all other employees Diversity, Governance Intellectual property protection & competitive behavior TC-SI-520a.1 Total amount of monetary losses as a result of legal proceedings associated with anticompetitive behavior regulations In 2022, we did not have litigation or pre-trial proceedings that would lead to the payment of compensation or penalties. Code Accounting Metric Location in the report / Response Managing systemic risks from technology disruptions TC-SI-550a.1 Number of (1) performance issues and (2) service disruptions; (3) total custom-er downtime In 2022, there were no significant performance issues or service disruptions. TC-SI-000.A (1) Number of licenses or subscriptions, (2) percentage cloudbased No data available TC-SI-000.B (1) Data processing capacity, (2) percentage outsourced To reveal this indicator, we take vCPU data (provided by AWS) and CPU data (GDEV own facilities) - the number of working hours of each 1-core virtual processor, to serve the company's data operation. We believe that this figure can most accurately determine the amount of processing power for the company's operation process. Total 2022 - 36574289 vCPU hours TC-SI-000.C (1) Amount of data storage, (2) percentage outsourced To reveal this indicator, we take: Facilities provided by AWS: the amount of EBS (high-performance block-storage service) and S3 (Simple Storage Service) in Tb & GDEV own facilities: disk storage in Tb. We believe that these figures can most accurately determine the amount of data storage for the company's operation process. 2022 - 1009 Tb (monthly on average) TC-SI-550a.2 Description of business continuity risks related to disruptions of operations Information provided in SEC Form F-1 Registration Statement 23 Activity metrics[1] [1] The data are compiled according to the internal methodology for Nexters only, as Cubic Games was not consolidated from the beginning of 2022. SASB Index


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24 Appendix Code of conduct Policies GDEVʼs Code of business conduct and ethics covers employeesʼ compliance with laws, rules, and regulations on bribery, copyrights, informa-tion privacy, insider trading, competition and anti-trust prohibitions, employment discrimination or harassment, etc. Inclusion & diversity GDEVʼs Inclusion & diversity policy was approved in September 2023. It outlines the companyʼs and its studios approach to providing and achieving equality, fairness, and respect for all employees (whether temporary, part-time or full-time), part-ners, and players around the world regardless of their gender identity, marital or family status, sexual orientation, age, disability status, ethnicity, religious beliefs, cultural background, country of origin, socio-economic background, perspective and experience, and other characteristics. Anti-corruption Because we operate internationally, we comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include the US For-eign Corrupt Practices Act of 1977 (the ‘FCPAʼ) and the U.K. Bribery Act 2010 (the ‘Bribery Actʼ), as well as the laws of the countries where we do business. Data privacy and security GDEV respects the confidentiality of data and strives to ensure the highest level of protection. We collect, process, store, use and share data, some of which contains personal information, in-cluding the personal information of our players. Our business is therefore subject to a number of federal, state, local, and foreign laws, regulations, regulatory codes, and guidelines governing data privacy, data protection, and data security, includ-ing the collection, storage, use, processing, trans-mission, sharing, and protection of personal infor-mation. What we do to maintain the highest level of data protection: • we encrypt the data during storage and transmis-sion; • we carry out two-stage user authentication when requesting action with the data; • we improve the techniques and methods of col-lecting, storing, and processing the data; • only authorized employees, consultants, or inter-ested groups of people who need access to this information to perform their duties have access to the data in encrypted and impersonal form; • all the persons having access to the data are briefed on working with data, and their knowl-edge and skills are systematically checked. The Privacy Policy describes what type of usersʼ data is collected, for what purposes, and in which ways the company may process it.


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Disclamers Certain statements in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Such state-ments are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projec-tions, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are for-ward-looking statements. The forward-looking statements contained in this report are based on the Companyʼs current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. For-ward-looking statements involve a number of risks, uncertainties (some of which are beyond the Companyʼs control) or other assump-tions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Companyʼs 2022 Annual Report in Form 20-F, filed by the Company on June 26, 2023, and other doc-uments filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Companyʼs assump-tions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. For-ward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forwardlooking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws . Forward-looking statements In addition to the results provided in accordance with IFRS through-out this press release, the Company has provided the non-IFRS financial measure “Adjusted EBITDA” (the “Non-IFRS Financial Measure”). The Company defines Adjusted EBITDA as the total com-prehensive income/(loss) as presented in the Company's financial statements in accordance with IFRS, adjusted to exclude (i) other comprehensive income/loss, (ii) goodwill and investments in equity accounted associates' impairment, (iii) loss on disposal of subsidi-aries, (iv) income tax expense, (v) net finance income/expense, (vi) change in fair value of share warrant obligations and other finan-cial instruments, (vii) share of loss of equity-accounted associates, (viii) depreciation and amortization, (ix) share-based payments and (x) certain non-cash or other special items that we do not con-sider indicative of our ongoing operating performance. The Company uses this Non-IFRS Financial Measure for business planning purposes and in measuring its performance relative to that of its competitors. The Company believes that this Non-IFRS Financial Measure is a useful financial metric to assess its operat-ing performance from period-to-period by excluding certain items that the Company believes are not representative of its core busi-ness. This Non-IFRS Financial Measure is not intended to replace, and should not be considered superior to, the presentation of the Companyʼs financial results in accordance with IFRS. The use of the Non-IFRS Financial Measure terms may differ from similar meas-ures reported by other companies and may not be comparable to other similarly titled measures. Presentation of Non-IFRS Financial Measures • Monthly Active Users (MAUs) defined as the number of individu-als who played a particular game in the 30-day period ending with the measurement date. • Bookings are sales contracts generated from in-game purchases and sales of advertisement in a given period. Operating metrics Reconciliation of the net income/loss to the Adjusted EBITDA 25 Net income/(loss) ($m) Adjusted EBITDA Add back: Other comprehensive (income)/loss Tax expense Finance (income)/expense, net Change in fair value of share warrant obligations and other financial instruments Share of loss of equity-accounted associates Listing charge D&A Share based payments Impairment of intangible assets Goodwill and investment impairment Loss on disposal of subsidiaries (1) 0 1 (2) 0 0 0 1 2 0 0 0 11 2020 2022 1 98 (3) 4 0.3 (3) 10 0 7 4 0.5 63 5


EX-99.3 4 tm2326651d1_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

GDEV Inc.

 

Inclusion and Diversity Policy

 

A. Introduction

 

GDEV Inc. and its consolidated subsidiaries (together, “GDEV” or the “Company”) offers mobile, web and social games for millions of players to enjoy globally. With a highly collaborative workforce of hundreds of employees working from several studios and offices in several countries, GDEV is a multinational and multicultural organization.

 

The Company strives to build an inclusive environment which embraces difference and fosters inclusion. GDEV believes that valuing diversity and inclusiveness enables the Company and its studios to achieve its vision to create unmatched value for its employees, customers (game players), business partners and shareholders.

 

GDEV is guided by the principles of honesty, respect and integrity to meet its objectives.

 

B. Purpose

 

This Inclusion and Diversity Policy (the “Policy”) is made to outline the Company’s approach in providing and achieving equality, fairness and respect for all employees (whether temporary, part-time or full-time), partners and players around the world. In this document, GDEV briefly explains its approach to building inclusion and diversity across the company with the support of the Board of Directors and management.

 

GDEV recognizes that inclusion and diversity represent its business interest. The inclusion and diversity allow the Company to attract and retain qualified individuals from the widest pool of available talent. Furthermore, GDEV believes that diversity improves the quality of decision-making process, and thus enhances the Company’s capacity to create value. In order to stay a step ahead GDEV is interested in teams of professionals with contrasting perspectives and backgrounds, as the Company believes that such teams are more creative, faster to adapt and more inventive with their solutions.

 

Seeking Help and Reporting Violations

 

Employee may ask questions, raise concerns or report instances of potential non-compliance with this Policy by contacting manager for help. If the manager cannot answer question or if employee does not feel comfortable contacting manager, employees may use in the case of encountering violations or suspicion of their occurrence:

 

· Directly to the Audit Committee / the Head of Internal Control / General Counsel / Head of Compliance (non- anonymous personal reports);

 

· By Email;

 

· Via Online portal;

 

· To Company’s postal address: GDEV Inc., 55, Griva Digeni, 3101, Limassol, Cyprus (open/anonymous reports marked by the addressee: to the Audit Committee / the Head of Internal Control / General Counsel / Head of Compliance).

 

Retaliation against any employee for making a good faith report of actual or suspected violations of this Policy are prohibited. Failure to comply with this Policy may be ground for disciplinary actions, up to and including termination.

 


 

C. Statements and Commitments

 

GDEV embraces and supports its employees’ differences in age, ethnicity, race, nationality or national origin, sexual orientation and gender identity, physical, mental and development abilities, language differences, family or marital status, religion or belief, skin color, social and economic backgrounds, education, political affiliation, and other characteristics that make its employees unique.

 

The Company’s commitment to inclusion and diversity aligns with its Code of Business Conduct and Ethics and extends to all areas of its business.

 

GDEV supports and encourages inclusion and diversity at all levels:

 

· the Board of Directors,

 

· the senior officers;

 

· the management team; and

 

· all employees (including sub-contractors, temporary, part-time or full-time employees).

 

GDEV undertakes various diversity and inclusion efforts throughout its operations, such as the following:

 

· workplace modifications and providing specialized equipment to persons with disabilities, which enables individuals with disabilities to perform the essential job functions of their job or to enjoy equal benefits and privileges of employment. GDEV and its studios value the contributions of persons with differing abilities and commit to the inclusion of persons with disabilities in its workforce;

 

· available flexible working and leave arrangement practices where appropriate, as there is an appreciation that not everyone can and will work the same hours or in the same way;

 

· available religious accommodation for employees whose religious beliefs or practices conflict with their job, work schedule or with other aspects of employment where appropriate. GDEV and its studios respect the religious beliefs and practices of its employees;

 

· ensuring respectful communication between all employees, officers and directors regardless of title or level of seniority; and

 

· implementation of open-door practices that allows employees to ask questions, raise concerns or report instances of potential non-compliance with this Policy more effectively.

 

Equal Employment Opportunity

 

GDEV is strongly committed to providing equal employment opportunity. When searching for suitable candidates for employment or advancement the Company considers solely at the relevant qualities the candidate would bring to the job position. Equal opportunity extends to all aspects of the employment relationship (including, but not limited to hiring, job assignment, compensation and benefits, talent development and skills enhancement, promotions, relocation, parental leave, employee retention, flexible work arrangements). All such decisions are made by the Company using objective standards based on the individual’s qualifications as they relate to the particular job. GDEV has commitment to fostering a culture of belonging where all employees are included, treated with dignity and respect, promoted on their merits.

 

Safe Work Environment

 

In respecting and valuing the diversity among its employees and partners, GDEV is committed to providing a safe work environment free of all forms of discrimination, bullying and harassment.

 


 

GDEV does not tolerate any verbal, written or physical conduct that denigrates or shows hostility or aversion toward an individual because of his or her personal characteristics that adversely affects (or has the purpose to effect) individual’s employment opportunities (including, but not limited to, intimidating, hostile or offensive work environment).

 

Discriminatory conduct (including, but is not limited to, denigrating jokes, intimidating, threatening, or hostile acts, slurs or negative stereotyping, as well as any material that shows hostility or aversion toward an individual or group) and sexual harassment (including, unwelcome or unwanted sexual advances, requests for sexual favors etc.) are strictly prohibited by the Company.

 

GDEV recognizes that any kind of bullying (whether there is verbal or written bullying (including, but not limited to slandering a person; persistent name calling that is hurtful, insulting, humiliating; using a person as butt of jokes, abusive remarks), or physical bullying) is inadmissible. The Company takes seriously all complaints of bullying, harassment and discrimination.

 

Safe Gaming Environment

 

GDEV is committed to prohibiting and effectively responding to harassment, discrimination and abusive conduct between players of GDEV games. GDEV is committed to advancing freedom of expression for its players around the world. Where players’ freedom of expression faces government challenges, the Company seeks to implement internationally recognized standards.

 

* * * * *

 

Human capital is the most valuable thing the Company has. Individual differences, life experiences, knowledge, self-expression, unique abilities and talents that employees of GDEV bring to their work is a significant part of internal culture that GDEV embodies in its games.