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 March 24, 2017: Antti Villanen, Jacob Ehrnrooth, Sverker Littorin, Ilkka Lassila, Juhani Taskinen and Petri Tolmunen.
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.
The Board of Directors convened 26 times in 2017.
As of 20 April 2018, the Board of Directors comprises the persons set out in the table below:
|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 2002-2002 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.
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.
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.
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).
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 were Sverker is Chairman of the listed companies Dividend Sweden Ab and IQS EnergiKomfort AB and also Effekt Svenska AB and Board member of listed company Crowdsoft AB, 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 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 Lassila is an experienced 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.
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 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).
As of 29th of March 2018, the fully paid-up share capital of Nitro Games amounts to EUR 80,000. A total of 2 329 328 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 29th of March 2018.
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||408 740||17,55|
|2 Savox Investments S.A. 2||342 047||14,68|
|3 Swedbank Robur NY Teknik BTI||225 000||9,66|
|4 Feat Invest Ab 3||181 181||7,78|
|5 Antti Villanen||129 254||5,55|
|6 AjoRanta Group Ab 4||117 103||5,03|
|7 Luxus Micro Cap S.A. 5||91 375||3,92|
|8 Avanza Pension försäkring Ab||82 122||3,53|
|9 Jussi Tähtinen||71 535||3,07|
|10 Carl Johan Biehl||68 117||2,92|
|The total number of shares as March 29th, 2018||2 329 328||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.
5. Luxus Micro Cap S.A. is controlled by Juhani Taskinen.
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.
|Board of Directors||Shares||Share Options 1/2017A||Share Options 1/2017B|
|Antti Villanen||129 254||16 000||15 000|
|Jacob Ehrnrooth||408 740|
|Juhani Taskinen 1||92 459|
|Petri Tolmunen 2||96 627|
|Sverker Littorin||1 084|
|Ilkka Lassila||1 084|
|Board of Directors Total||699 248||16 000||15 000|
|Management||Shares||Share Options 1/2017A||Share Options 2/2017B|
|Jussi Tähtinen||71 535||16 000||15 000|
|Matti Nikkola 3||172 594||16 000||15 000|
|Samppa Rönkä||10 002||13 500||2 500|
1 The total of shares include shares which Juhani Taskinen controlled (Luxus Micro Cap S.A.).
2 The total of shares include shares which Petri Tolmunen controlled to 100 % (Kiinteistö Oy Sillankaari).
3 The total of shares include shares which Matti Nikkola controlled to 100 % (AjoRanta Group Ab).