General information

The Company adheres to the Finnish Companies Act and the rules of First North in the organization of its administration. The Company does not adhere to the Finnish Corporate Governance Code 2015 recommendations, as it is not justified with respect to the Company’s size and extent of its business.

The administration of the Company is, in accordance with the Finnish Companies Act, divided between the Shareholder General Meeting, the Board of Directors and the Managing Director. The shareholders exercise their rights mainly in the Shareholder General Meeting, which is normally convened by the Board of Directors of the Company. The Shareholder General Meeting shall, in addition, be held if the auditor or Company shareholders, whose shares represent at least one-tenth of all issued shares, which are not in the Company’s possession, demand in writing that a Shareholder General Meeting be held.

The business address of the members of the Board of Directors and the CEO is Juha Vainion katu 2, 48100 Kotka.

Articles of Association (pdf, Official version in Finnish)

Articles of Association (pdf, translation to English)

Board of Directors

The Board of Directors shall see to the administration of the Company and the appropriate organization of its operations. The Board of Directors shall be responsible for the appropriate arrangement for the control of the Company’s accounts and finances.

The Shareholder General Meeting elects the members of the Board of Directors. The chairman of the Board shall be elected by the Board of Directors. The following persons were elected to the Board of Directors at the Annual General Meeting held on April 26, 2019: Antti Villanen, Jacob Ehrnrooth, Sverker Littorin, Ilkka Lassila, Wilhelm Taht, Johan Biehl and Oliver Kern.

The term of office of each member of the Board of Directors ends at the adjournment of the first Shareholder Annual General Meeting following the election.

As of 26 April 2019, the Board of Directors comprises the persons set out in the table below:

Name Position Born Elected Independency from Company and larger shareholders
Jacob Ehrnrooth Chairman of the Board 1971 2014 No, large shareholder
Antti Villanen Board member 1973 2008 No, active in the Company
Sverker Littorin Board member 1955 2017 No, active in the Company
Ilkka Lassila Board member 1978 2017 Yes
Wilhelm Taht Board member 1980 2018 Yes
Johan Biehl Board member 1983 2019 No, large shareholder
Olivern Kern Board member 1969 2019 Yes

Jacob Ehrnrooth, born 1971, M.Sc. in Economics.

Chairman of the Board since March 2019.

Jacob Ehrnrooth has been investing in music, media and content producing companies and has over 20 years of experience of development and commercialization of brands and PR and is an experienced executive and board professional. He is the Chairman of Board of the radio station Oy Basso Media LTD.

Antti Villanen, born 1973, B.Sc. in Business.

Member of the Board since August 2008 and CSO & CO-founder of Nitro Games.

Antti Villanen is a digital media and game industry executive with over 15 years of board and C-level experience from a wide range of digital companies. Before founding NitroGames, Antti co-founded the digital media studio Nitro FX Oy, where he worked as Executive Vice President and board member during 2002-2002 and CEO during 2000-2009. Before co-founding Nitro FX Oy, Antti worked as Digital Media Director at Sarajärvi& Hellén DDB Oy during 1999-2000 and in various Sales-roles at Profectus Finland Oy during 1994–1999.

Sverker Littorin, born 1955, M.Sc. in Business Administration.

Member of the Board since March 2017.

Sverker Littorin has a long experience from building corporate value and board memberships in listed and unlisted companies and is today a board professional and advisor. His current board positions include being Chairman of the listed companies Dividend Sweden AB, Papillary AB, and Nexar Group AB as well as Chairman of private-company Effekt Svenska AB. In addition to this being Board member of listed companySENS AB. Sverker is a Senior Advisor to Capillary Capital AB as well as Nordic GrowthMarket NGM and is an Honorary Consul of Ethiopia. Earlier assignments include Executive Vice President of Pharmadule AB, Group Vice President of Elekta AB as well as both President and Chairman of MedCap AB, Chairman of Team Olivia AB, MedLearnAB and board member of Sectra AB and PartnerTech AB.

Ilkka Lassila, born 1978, B.Sc. in Computer Science and Candidate for M.Sc. in Philosophy.

Member of the Board since March 2017.

Ilkka is an experienced entrepreneur and business leader specialized in mobile technologies. He has hands-on experience in building and leading large international technology organizations. He is an experienced business digitalization consultant and active sports business investor. Ilkka is also the Co-Founder and Chairman of the board of Finnish Beach Volley Oy.

Wilhelm Taht, born 1980, M.Sc. Econ.

Member of the Board since May 2018.

Wilhelm Taht is best known for spearheading Rovio’s turnaround as Executive VicePresident of Rovio Games until 2 March 2018. Wilhelm joined Rovio in 2014 and was a member of Rovio’s Leadership Team since 2016. Primary work experience: EVP Games at Rovio Entertainment Oy2016–2018, Head of External Products at Rovio Entertainment Oy 2015–2016, Tribe Leader, External Products at Rovio Entertainment Oy 2014–2015, Chief Operating Officer at Playground Publishing inMarseille, France 2013–2014, Various positions in marketing and general management atDigia Plc. 2010–2013, Director and Head of EMEA Marketing at RealNetworks, Inc. 2006–2010, Key Account Manager at Mr. Goodliving Ltd. 2004–2005.

Johan Biehl, born 1983, B.SC. in School of business, Stockholm University.

Member of the Board since April 2019.

Johan Biehl is an investor and has devoted the last seven years to managing his personal investments. He is a board member and Investment manager at Feat Invest AB since 2016 and board member at Zwipe AS since 2018. Johan is focused on small and micro caps and today has some ten investments in listed and unlisted companies in a variety of industries with a predominance in tech companies. Johan has a background as an equity analyst and before going into the financial industry he held several positions in B2B sales and sales management. He has studied economics and business and holds a degree in finance from Stockholm University.

Oliver Kern, born 1969. Frankfurt Business School.

Member of the Board since April 2019.

Oliver is a noted growth hacker and mobile marketing guru and has helped app companies ranging from indies to market giants like Rovio and Wargaming. In his more than 20 years in marketing and advertising, he has marketed hundreds of casual, core and MMO games in the online and mobile space. Next to his work as a consultant he is board advisor for several mobile games companies.

Management

The founders of Nitro Games have a strong background in managing, consulting and growing companies in the software and technology industry, with a strong focus on the gaming sector during the last decade. This has lead to a wide network within these sectors. The core team of Nitro Games has worked together for almost a decade and has developed and released over 25 international game titles for top tier publishers globally.

The CEO Jussi Tähtinen has 14 years of experience in game design, production and the management of game development teams. Together with a management team with a strong knowledge and long experience in programming for various gaming platforms as well as a long history in data-driven product portfolio management, project management and business development in the gaming and mobile industry internationally, Nitro Games has the skills, knowledge and experience to fulfil their strategy in developing and publishing high quality mobile games for the global mid-core mass market.

CEO, Jussi Tähtinen, born 1981, B.A. in Media Communication

Jussi Tähtinen is the Managing Director of Nitro Games since September 2008. He started as a designer in Nitro FX Oy in 2004, and before becoming the Managing Director for the spin-off Nitro Games, he worked in various roles within design and production. During his time at Nitro Games Jussi has built up a close-knit team of gaming professionals, and been involved in over 25 different game launches. Before Nitro FX Jussi worked as technical advisor at YIT Primatel Oy.

CFO, Matti Nikkola, born 1971, M.Sc. in Industrial Engineering and Management

Matti is the CFO of Nitro Games since 2017 and was before that the acting CFO since 2009.
Matti is an entrepreneur and seasoned leader with 25 years of executive level experience in trade and logistics, video and mobile games, financials and in the ICT and marketing business. Before focusing on investing and business development advisory in smaller companies through his own company, Matti worked as Development Director at B&B TOOLS Finland Oy, Development Manager at Ruuska Group Oy and in various positions at for example Valmet Oyj, Sampo Oyj, Pohjola Oy, Shell Oy, and Neste Oyj.

CTO, SAMPPA RÖNKÄ, bORN 1982, B.ENG. IN SOFTWARE ENGINEERING

Samppa is the CTO of Nitro Games since 2014. He started as a PHP Programmer at Nitro FX in 2005 and continued as an AI Programmer at Nitro Games in 2007 after it was spun-off. Samppa worked as a Lead Programmer from 2011 to 2014. During his 10 years in game development, Samppa has worked with a range of platforms (PC, iOS, Android, Windows Phone, Xbox 360, PS3 and Symbian) as well as game engines (Unity3D, Havok Vision, Alan Wake engine, Marmalade SDK and Storm 3D).

COO, JUSSI IMMONEN, BORN 1976, MASTER OF TECHNOLOGY, TELECOMMUNICATION MANAGEMENT

Jussi joined Nitro Games as the COO in 2018. He has more than 15 years of experience in marketing and management positions from companies like Rovio, Nokia, RealNetworks, Mr. Goodliving and Chat-Republic Games. In his position as General Manager, Head of Rovio Stars Studio at Rovio Entertainment, Immonen was responsible for Rovio Stars publishing business and games business of externally produced titles.

CSO, ANTTI VILLANEN, BORN 1973, B.SC. IN BUSINESS

Antti Villanen is a digital media and game industry executive with over 15 years of board and C-level experience from a wide range of digital companies. Before founding NitroGames, Antti co-founded the digital media studio Nitro FX Oy, where he worked as Executive Vice President and board member during 2002-2002 and CEO during 2000-2009. Before co-founding Nitro FX Oy, Antti worked as Digital Media Director at Sarajärvi& Hellén DDB Oy during 1999-2000 and in various Sales-roles at Profectus Finland Oy during 1994–1999.

Ownership Structure

As of 16th of June 2017, the fully paid-up share capital of Nitro Games amounts to EUR 80,000. A total of 3 616 328 of the Company’s shares are registered. All Shares belong to the same class of shares.

The following table sets forth ten (10) biggest shareholders of the Company and their ownership as of 30th of June 2019.

The Company is not aware of any shareholder having a controlling interest in the Company.

The Company is not aware of any arrangements that might result in a change in the control of the Company in the future.

Shareholder Number of shares % of all shares and votes
1 Jasperus S.A. 1 605 545 16,74
2 Savox Investments S.A. 2 433 412 11,98
3 Swedbank Robur NY Teknik BTI 299 000 8,27
4 Feat Invest Ab 3 229 717 6,35
5 Ludvig Strigéus 168 425 4,66
6 Avanza Pension försäkring Ab 150 037 4,15
7 Aktia Nordic Micro Cap 138 150 3,82
8 Antti Villanen 129 254 3,57
9 Ajoranta Group Ab 4 117 103 3,24
10 OP-Finland Micro Cap Fund 108 400 3,00
Others 1 237 285 34,21
The total number of shares 3 616 328 100,00

1. Jasperus S.A. is controlled to 100% by Jacob Ehrnrooth.
2. Savox Investments S.A. is controlled by Jacob Ehrnrooth with family.
3. Feat Invest Ab is controlled by Johan Biel.
4. AjoRanta Group Ab is controlled to 100% by CFO Matti Nikkola.

The table below includes the holdings (privately or through a company) of Shares in the Company as well as holdings of rights entitling to Shares by the members of the Board of Directors and the management board of the Company as of 10 November 2017. The share option programme of the management is further described under “Board of Directors, management and auditors – Share option programme of the management” in the Company Prospectus.

Stock options plan 1/2017 (pdf)
Stock options plan 1/2018 (pdf)
Stock options plan 1/2019 (pdf)
Stock options plan 2/2019 (pdf)

Board of Directors Shares Share Options 1/2017A Share Options 1/2017B Share Options 1/2018A Share Options 2/2019A
Antti Villanen 129 254 16 000 15 000 1500
Jacob Ehrnrooth 1 606 696 30 000
Johan Biehl 2 363 753 20 500
Sverker Littorin 2 235 20 500
Ilkka Lassila 2 235 20 500
Wilhelm Taht 11 996 20 500
Oliver Kern 0 20 500
Board of Directors Total 1 115 018 16 000 15 000 1500 132 500

1 The total of shares includes shares which Jacob Ehrnrooth controls (Jasperus S.A.).
2 The total of shares includes shares which Johan Biehl controls (Feat invest AB).

Management Shares
Subscription begins:
Share Options
1/2017A
1.6.2018
Share Options
2/2017B
31.12.2018
Share Options
1/2017C
1.5.2019
Share Options
2/2017D
30.6.2019
Share Options
1/2018A
1.9.2019
Share Options
1/2018B
1.10.2019
Share Options
1/2018C
1.1.2020
Jussi Tähtinen 71 535 16 000 15 000 1 500
Matti Nikkola 1 172 594 16 000 15 000 1 500
Samppa Rönkä 10 002 13 500 2 500 1 500 1 000
Jussi Immonen 3 076 35 750 35 750 1 500 1 000
Antti Villanen 129 254 16 000 15 000 1500
Management Total 386 461 61 500 47 500 35 750 35 750 6000 1 500 1 000

1 The total of shares includes shares which Matti Nikkola controls to 100 % (AjoRanta Group Ab).

 

Auditors

Auditors of the company have the audit firm Idman Vilen Grant Thornton Oy and Antti Niemistö, Authorized Public Accountant, as the responsible auditor.

The Annual General Meeting elects the auditor for a financial year at a time. The Board of Directors annually submits to the Annual General Meeting a proposal on the election or re-election of an auditor after assessing the qualifications and independence of the proposed auditor.

 

Information Policy

Nitro Games’ information policy can be found here.

 

Kotka

Juha Vainion katu 2
48100 Kotka
FINLAND

Helsinki

Kaisaniemenkatu 2B
5th Floor
00100 Helsinki
FINLAND

Contact us

Mobile +358 44 082 2268
info@nitrogames.com
support@nitrogames.com