Nexters SPAC Presentation Deck

nexters This presentation has been prepared for use by Kismet Acquisition Corp ("Kismet") and Nexters Global Ltd. ("Nexters") in connection with their proposed business combination, pursuant to which Kismet will become a wholly owned subsidiary of a newly created BVI company ("Pubco") and Pubco will acquire all of the issued and outstanding shares of Nexters to form the combined business (the "business combination"). This presentation is for information purposes only and is being provided to you solely in your capacity as a Kismet investor in considering the business combination and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Kismet and Nexters. Neither Kismet nor Nexters makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering the business combination and is not intended to form the basis of any investment decision in Kismet. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and perform your own independent investigation and analysis of the business combination and the transactions contemplated in this presentation. Disclaimer This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The information contained in this presentation is only addressed to and directed at persons in member states of the European Economic Area (each a "Relevant State") who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") or persons in the United Kingdom who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, "Qualified Investors"). In the United Kingdom, the presentation is being distributed only to, and is directed only at, Qualified Investors who are persons (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The information must not acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State. NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Industry and Market Data. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Kismet and Nexters assume no obligation to update the information in this presentation. Use of Projections. The financial projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet's and Nexters's control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. Use of Non-IFRS Financial Measures. This presentation includes certain financial measures that are not prepared in accordance with the International Financial Reporting Standards as promulgated by the International Standards Accounting Board ("IFRS") and that may be different from non-IFRS financial measures used by other companies. These non-IFRS measures, and other measures that are calculated using these non-IFRS measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with IFRS. Nexters believes that these non-IFRS measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Nexters. Nexters's management uses forward looking non-IFRS measures to evaluate Nexters's projected financial and operating performance. However, there are a number limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents. For example other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore Nexters's non-IFRS measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Additional Information; Participants in the Solicitation. If the contemplated business combination is pursued, Kismet will be required to file a preliminary and definitive proxy statement, which may include registration statement, and other relevant documents with the SEC. Shareholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about Kismet, Nexters and the contemplated business combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC's website located at www.sec.gov. Kismet and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph. This presentation does not contain all the information that should be considered in the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Forward Looking Statements. Certain statements in this presentation may constitute "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) Nexters's revenues, bookings, performance, strategies, prospects and other aspects of the businesses of Nexters or Kismet, or the combined company after completion of the business combination, (ii) trends in the gaming industry, (iii) Nexters's target cohorts and user and the expected arrangement with them, (iv) Nexters's projected growth opportunities, including relative to its competitors and (v) other statements regarding Kismet's or Nexters's expectations, hopes, beliefs, intentions or strategies regarding the future. 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 words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. of The forward-looking statements contained in this presentation are based on Kismet's and Nexters's current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet's and Nexters's control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation, including (i) that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of Kismet's securities, (ii) the risk that the business combination may not be completed by Kismet's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kismet, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the business combination agreement by the shareholders of Kismet and the satisfaction of the minimum trust account amount following any redemptions by Kismet's public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the business combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the business combination on Nexters's business relationships, operating results, and business generally, (vii) risks that the business combination disrupts current plans and operations of Nexters, (viii) the outcome of any legal proceedings that may be instituted against Nexters or against Kismet related to the business combination agreement or the business combination, (ix) the ability to maintain the listing of Kismet's securities on a national securities exchange, (x) changes in the competitive and regulated industries in which Nexters operates, variations in operating performance across competitors, changes in laws and regulations affecting Nexters's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, (xii) the potential inability of Nexters to achieve its projected bookings growth and scale its platform, (xiii) the potential inability of Nexters to maintain its diversified global revenue stream and cohort relationships, (xiv) the potential inability of Nexters to become a consolidator in the gaming industry, (xv) the enforceability of Nexters's intellectual property, (xvi) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Nexters operates and (xvii) costs related to the business combination and the failure to realize anticipated benefits of the business combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration statement on Form F-4 relating to the business combination, which is expected to be filed by Pubco and other documents filed by Pubco and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet's or Nexters'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 Kismet and Nexters undertake 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. 2