General Information

The Company adheres to the Finnish Companies Act and the Rules of First North in the organisation of its administration. The Company does not adhere to the Finnish Corporate Governance Code 2010 recommendation, as it is not justified with respect to the size and the extent of the business of the Company.

The administration of the Company is, in accordance with the Finnish Companies Act, divided between the general meeting of shareholders, the Board of Directors and the Managing Director. The shareholders exercise rights belonging to them mainly in the general meeting of shareholders, which normally is convened by the Board of Directors of the Company. The general meeting of shareholders shall, in addition, be held if the auditor or shareholders of the Company, whose shares represent at least one tenth of all issued shares, which are not in the possession of the Company, demand in writing the holding of the general meeting of shareholders.

The business address of the members of the Board of Directors and the Managing Director 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 organisation of its operations. The Board of Directors shall be responsible for the appropriate arrangement of the control of the Company accounts and finances. The Board of Directors or a member of the Board of Directors shall not comply with a decision of the general meeting of shareholders or the Board of Directors where it is invalid owing to being contrary to the Finnish Companies Act or the Articles of Association. The general meeting of shareholders elects the members of the Board of Directors.

According to the Company’s Articles of Association, the Board of Directors shall consist of three (3) to eight (8) members elected by the shareholders at a general meeting. When necessary one (1) to four (4) deputy members may be elected to the Board of Directors. The term of office of each member of the Board of Directors ends at the adjournment of the first annual general meeting of shareholders following the election.

The opinion of the majority of the members in attendance in the meeting shall constitute the decision of the Board of Directors. In the event of a tie the chairman shall have the casting vote. The chairman of the Board shall be elected by the Board of Directors. The Board of Directors convened 20 times in 2016 (28 times in 2015). On 24 March 2017 the Board of Directors decided to choose a Compensation Committee consisting of Jacob Ehrnrooth, Ilkka Lassila and Sverker Littorin.

As of 5th May 2017, the Board of Directors comprises the persons set out in the below table:

Name Position Born Elected Independency from Company and larger shareholders
Antti Villanen Chairman of the Board 1973 2008 No, large shareholder and active in the Company
Jacob Ehrnrooth Board member 1971 2014 No, large shareholder
Juhani Taskinen Board member 1956 2014 No, large shareholder
Petri Tolmunen Board member 1968 2009 No, large shareholder
Sverker Littorin Board member 1955 2017 Yes
Ilkka Lassila Board member 1978 2017 Yes

Antti Villanen, born 1973, B.Sc. in Business.
Chairman of the Board since August 2008 and 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 Nitro Games, Antti co-founded the digital media studio Nitro FX Oy, where he worked as Executive Vice President and board member during 2002-2009 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.

In addition to his assignment in Nitro Games, Antti Villanen has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position Assignment ongoing / ended
Hoikka Consulting Oy Chairman & CEO Assignment ongoing
ID Partners Oy Chairman Assignment ongoing
Autoni Digital Oy Board member Assignment ongoing
Venture Gym Oy Chairman Assignment ongoing
Olento Life Oy Chairman Assignment ongoing
360 Visualizer Oy Chairman Assignment ongoing
Sähköjänis Oy Chairman Assignment ongoing
Seepia Games Oy Chairman Assignment ongoing
Acuminata Oy Chairman Assignment ongoing
Nitroid xD Oy Chairman Assignment ongoing
Oy Sankarimuotoilija Ab Deputy board member Assignment ongoing
Goodlife Technologies Oy Board member Assignment ended
Circuit Center Holding Oy Board member Assignment ended
Nuuka Solutions Oy Chairman Assignment ended
Skyrock Games Oy Chairman Assignment ended
Qame Oy Chairman Assignment ended
CTRL Entertainment Oy Deputy board member Assignment ended

Jacob Ehrnrooth, born 1971, M.Sc. in Economics.
Member of the Board since March 2014.

Jacob Ehrnrooth has been investing in music, media and content producing companies and has over 20 years of experience of development and commercialisation of brands and IPR and is an experienced executive and board professional. He is the Chairman of Board of the radio station Oy Basso Media LTD and the founder and Chairman of the Board of the record label and music publisher Oy Exogenic Ab, where he held the position of CEO during 1996-2011.

In addition to his assignment in Nitro Games, Jacob Ehrnrooth has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position Assignment ongoing / ended
Selj Oy AB Chairman & CEO Assignment ongoing
Oy Exogenic AB Chairman & CEO Assignment ongoing
Savox Investments S.A. Board member Assignment ongoing
Jasperus S.A. Board member Assignment ongoing
Lachman Pacific LLC Owner Assignment ongoing
Oy Basso Media LTD Chairman Assignment ongoing
Nian Holding Oy AB CEO, deputy board member Assignment ongoing
Asunto Oy Huvila Chairman Assignment ongoing
Hindhår Storskog Oy AB Board member Assignment ongoing
Batofin Oy Ab Board member Assignment ongoing
Content Curators International Oy Chairman Assignment ongoing
Pressdoor Oy Owner Assignment ongoing
Robust North Oy Owner Assignment ongoing
Helsingin kulttuurituotanto Oy Chairman Assignment ended

Juhani Taskinen, born 1956, MBA in Business and Management.
Member of the Board since April 2014.

Juhani Taskinen is an investor through the company Luxus Micro Cap S.A., where he is the Chairman & CEO. Before this, Juhani was the Chairman & CEO of the public company Princeton Security Technologies Inc. during 2008-2013 and Chairman & CEO of Princeton Gamma Tech Instruments Inc. Before this he acted as a Senior Adviser at Lehman Brothers, Inc, Governmental Entities. During 1983-1993 he was held various management positions at Nokia Oyj in Finland and USA.

In addition to his assignment in Nitro Games, Juhani Taskinen has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position
Assignment ongoing / ended
Luxus Micro Cap S.A.
Chairman & CEO
Assignment ongoing
Princeton Security Technologies Inc.
Chairman & CEO
Assignment ended
Princeton Gamma-Tech Instruments Inc.
Chairman & CEO
Assignment ended
Finn-Partners Inc. Chairman & CEO
Assignment ended
Clean Energy Technologies Inc.
Chairman
Assignment ended

Petri Tolmunen, born 1968, B.Sc. in Business.
Member of the Board since May 2009.

Petri Tolmunen is in the management of Cursor Oy, a company that offers a wide range of advisory services for companies in the Kotka-Hamina sub-region, where he is responsible for International Affairs and Digitalisation since 2015. Before this he worked in various roles at Cursor Oy during 2001-2015. During 1997-2001 Petri worked as Sales Manager and owner at X-Partner Kotka Oy (Xerox Oy). Before this Petri competed at an international level in eventing.

In addition to his assignment in Nitro Games, Petri Tolmunen has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position
Assignment ongoing / ended
Goodlife Technologies Oy
Board member
Assignment ongoing
Kiinteistö Oy Sillankaari
Chairman & CEO
Assignment ongoing
Kotka Invest Oy Chairman
Assignment ongoing
Asunto Oy Säästöviitta
Board member
Assignment ended
Primus High Tech Oy
Deputy board member
Assignment ended

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. In addition to current board positions, Sverker is a Senior Advisor to United Bankers Oy 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 Chairman of MedCap AB, Team Olivia AB, MedLearn AB and board member of Sectra AB.

In addition to his assignment in Nitro Games, Sverker Littorin has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position Assignment ongoing / ended
Dividend Sweden AB Chairman Assignment ongoing
IQS EnergiKomfort AB Chairman Assignment ongoing
QBNK Holding AB Chairman Assignment ongoing
Evondos Oy Board member Assignment ongoing
Momentor AB CEO & Board member Assignment ongoing
Cartoon Cafées AB Chairman Assignment ongoing
Effekt Sweden AB Chairman Assignment ongoing
Uusi Yritys Oy Chairman Assignment ongoing
Pharmera Gothia Pharmaceutical AB CEO & Board member Assignment ongoing
MedLearn AB Chairman Assignment ended
Ragunda Vindkraft AB Board member Assignment ended
SmartShop Scandinavia AB Board member Assignment ended
Farmacevtföretagarna i Sverige AB Chairman Assignment ended
Event och Transport i Johanneshov AB Chairman Assignment ended
Vaur AB CEO & Board member Assignment ended
2015 Holding AB Chairman Assignment ended
Boots Farmacevtföretagarna AB Board member Assignment ended
Fastighetsutvecklingsbolag i Botkyrka AB Board member Assignment ended
INASCO Asbestos Converting AB Board member Assignment ended
TansportIT Group AB Deputy board member Assignment ended
Capensor Capital AB Board member Assignment ended
K15 Stockholm AB Deputy board member Assignment ended
KBK Förvaltning AB Board member Assignment ended
Militärsällskapets förlags aktiebolag Board member Assignment ended
Scandinavian Business Center Handelsbolag Partner Assignment ended

Ilkka Lassila, born 1978, B.Sc. in Computer Science and Candidate for M.Sc. in Philosophy.
Member of the Board since March 2017.

Ilkka Lassila is an experience business executive specialised in mobile technologies, business digitalisation and sports. During 2014-2017, Ilkka was the CTO of Widespace AB, and during 2012-2014 the Head of Partnerships in Nordics. Before this, Ilkka was the founded and was the Chairman of Zonga Oy during 2009-2014. Additionally, he has founded and worked for Mobile Advertising Solutions MAS Oy, Jab Oy and True Concept Oy, as well as worked as a J2EE Architect at SysOpen Oy (Digia Oy today).

Ilkka is also the Co-Founder and Chairman of the board of Finnish Beach Volley Oy.

In addition to his assignment in Nitro Games, Ilkka Lassila has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position
Assignment ongoing / ended
Suomen Beach Volley Oy
Chairman & CEO
Assignment ongoing
Widespace Oy Procurist
Assignment ongoing
Beach Volley Team Finland Oy
Board member
Assignment ongoing
Zonga Oy* Chairman
Assignment ended

* Ilkka Lassila is currently the liquidator of Zonga Oy.

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 Managing Director Jussi Tähtinen has 13 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.

Presentation of Management Board

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.

In addition to his assignment in Nitro Games, Jussi Tähtinen has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position
Assignment ongoing / ended
Nitro Games Oy Board member
Assignment ended
QAme Oy Board member
Assignment ended
Skyrock Games Oy
Board member
Assignment ended

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.

In addition to his assignment in Nitro Games, Matti Nikkola has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position Assignment ongoing / ended
Oy Ajoranta Group AB Chairman Assignment ongoing
Kymen Seudun Osuuskauppa(S-Group company) Board member Assignment ongoing
Venture Gym Oy Board member Assignment ongoing
Olento Life Oy Procurator Assignment ongoing
Sähköjänis Oy Board member Assignment ongoing
Kotkanlinnan housing Oy Board member Assignment ongoing
Qame Oy Deputy board member Assignment ended
Muneris Oy Chairman Assignment ended
Osuuskauppa Ympyrä (S-Group company) Board member Assignment ended
Nitro Games Oy Board member Assignment ended

CTO Samppa Rönkä, born 1982, B.Eng. in Software Engineering

Samppa is the CTO of Nitro Games since 2014. He started as an 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).

Samppa Rönkä does not have and has not had during the last five (5) years before 8th of May 2017 memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partner in partnerships.

 

CMO Mikko Kähärä, born 1978, Candidate for M.Sc. in Business Administration and Economics and Candidate for M.Sc. in Engineering

Mikko is the CMO of Nitro Games since 2017. Before that he acted as the COO of the Company since 2015.

Mikko has 20 years of experience in data-driven product portfolio management and business development support, mostly managing large scale product launches to international markets. Mikko has been responsible for building up game industry development programs and working closely with many key game developers in Finland. Before Nitro Games, Mikko was the Head of ICT Growth Services at Cursor Oy from 2010 to 2015, where he focused on supporting companies with scalable business models in games, mobile and online. Before this, Mikko worked at various management positions internationally at for example Vodafone Roaming Services S.a.r.l., Orange Communications S.A and Telia Mobile AB.

In addition to his assignment in Nitro Games, Mikko Kähärä has or has had during the last five (5) years before 8th of May 2017 the following memberships in administrative, governing or supervisory bodies unrelated to the Company and/or been partners in the following partnerships:

Assignment Position
Assignment ongoing / ended
Kotkan kaupunki ICT Kymi
Chairman
Assignment ongoing
International Solidarity Foundation
Board member
Assignment ongoing

Based on the Articles of Association, the Company shall have one ordinary auditor and one deputy auditor. In case an auditing firm certified by the Finland Chamber of Commerce or chamber of commerce is elected as auditor, deputy auditor does not need to be elected. The term of office of the auditors ends at the adjournment of the annual general meeting of shareholders first following the election.

The annual general meeting of shareholders held on 24 March 2017 elected auditing firm Idman Vilén Grant Thornton Oy, (Business ID 0206206-1, Hatanpään valtatie 26, FI-33100 Tampere, Finland), as the Company’s ordinary auditor with KHT auditor Antti Niemistö, Authorised Public Accountant, as the auditor in charge.

Ownership Structure

As of 30 June 2017, the fully paid-up share capital of Nitro Games amounts to EUR 80,000. A total of 1,829,328 of the Company’s Shares are registered. All Shares belong to the same class of shares.

The following table sets forth five (5) biggest shareholders of the Company and their ownership as of 16 June 2017.

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
Jacob Ehrnrooth 368,740 20,16
Savox Investments S.A 302,047 16,51
Antti Villanen 129,254 7,07
Oy AjoRanta Group Ab 117,103 6,4
Luxus Micro Cap S.A 101,375 5,54

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 16 June 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.

Board of Directors Shares Share Options
Antti Villanen 129,254 16,000
Jacob Ehrnrooth 368,740
Juhani Taskinen 102,459
Petri Tolmunen 96,627
Sverker Littorin 1,084
Ilkka Lassila 1,084
Board of Directors Total 699,248 16,000

Management Shares Share Options
Jussi Tähtinen 71,535 16,000
Matti Nikkola 172,494 16,000
Samppa Rönkä 10,002 13,500
Mikko Kähärä 1,668 13,500
Management Total 255,699 59,000

Kotka HQ

Juha Vainion katu 2
48100 Kotka
FINLAND

Helsinki

Salomonkatu 17 D
2nd floor
00100 Helsinki
FINLAND

Contact us

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