Corporate Governance
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 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 May 16, 2022: Antti Villanen, Johan Biehl, Mikkel Wider and Susana Meza Graham.
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 16th of May 2022, the Board of Directors comprises the persons set out in the table below:
| Name | Position | Born | Elected | Independency from Company and larger shareholders |
|---|---|---|---|---|
| Johan Biehl | Chairman of the Board | 1983 | 2019 | Yes |
| Antti Villanen | Member of the Board | 1973 | 2008 | No, active in the Company |
| Mikkel Weider | Member of the Board | 1975 | 2020 | No, represents a large shareholder |
| Susana Meza Graham | Member of the Board | 1976 | 2022 | Yes |
Johan Biehl, born 1983, Chairman of board since 2020 and member of the Board since March 2019
Johan Biehl is an investor and has devoted the last ten 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.
Antti Villanen, born 1973, Co-founder & Member of the board since 2008 and CSO of Nitro Games
Antti Villanen is a digital media and game industry executive with 20 years of board and C-level experience from a more than 20 digital and gaming companies. Before founding Nitro Games, Antti co-founded the digital media studio Nitro FX Oy, where he worked as CEO, Executive Vice President, and board member during 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 Marketing and Sales-roles at Profectus Finland Oy during 1994–1999.
Mikkel Weider, born 1975, Member of the board since 2020
Mikkel Weider is the CEO of Nordisk Games. He founded the investment unit within Nordisk Film / Egmont in 2016 and built the team to secure the investments and support the portfolio companies. Mikkel is currently on the board of Avalanche and Star Stable. Mikkel originally founded the gaming company Art of Crime and have been Director or board member at several global internet companies, including Match. com, Bookatable.com, TrustPilot.com, and GoGift.com.
Susana Meza Graham, born 1976, Member of the board since 2022
Susana Meza Graham has spent 18 years in the games industry. Previous roles include CMO and COO at Paradox Interactive (2004-2018), where she helped build the company from the ground up for 14 years. As part of the management team, she led the company through a number of phases including a successful IPO and listing. She is the co-founder & Chairwoman of independent investment company Aldeon (2020- ). Aldeon focuses on games & tech founders in the early stages. Previous board assignments have included Supervisory Board member of international games company Funcom (2018-2020) and board member at the Association of Swedish Game Developers (2014-2017). Current board assignments include Chairwoman of games company Hello There Games (2021-), director of emotionally conscious AI company TRU LUV in Canada (2020-) as well as a yet unannounced games company in the UK. She also holds a variety of advisory board positions in games & tech. Susana Meza Graham holds a Bachelor’s degree from Stockholm University focused on international management and marketing.
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. Antti has been a member of the Management Board of the company since 2019.
Ownership Structure
The share capital of Nitro Games amounts to EUR 80,000. A total of 10,668,934 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 31st of August 2022.
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 Nordisk Games A/S | 6 492 636 | 50,32 |
| 2 Avanza Pension försäkring AB | 442 872 | 3,43 |
| 3 Turret Oy AB | 265 000 | 2,05 |
| 4 Nordnet pensions försäkring Ab | 252 391 | 1,96 |
| 5 Markus Johansson | 187 278 | 1,45 |
| 6 Feat Invest AB (1) | 179 717 | 1,39 |
| 7 Coeli Wealth Managements AB | 177 600 | 1,38 |
| 8 Antti Villanen | 135 947 | 1,05 |
| 9 Zakaria Rtel Bennani | 131 040 | 1,02 |
| 10 Matti Nikkola | 117 137 | 0,91 |
| Others | 4 520 734 | 35,04 |
| Total | 12 902 352 | 100,00 |
1 Feat Invest Ab is controlled by Johan Biehl (Chairman of Board).
A monthly updated table of Nitro Games’s shareholders is available at this link (31st of August 2022).
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 1/2018 (pdf)
Stock options plan 1/2019 (pdf)
Stock options plan 2/2019 (pdf)
Stock options plan 2/2020 (pdf)
Stock options plan 1/2022 (pdf)
| Board of Directors | Shares | Share Options 1/2018A | Share Options 2/2019A | Share Options 2/2020C | ||
|---|---|---|---|---|---|---|
| Johan Biehl ¹ | 259 040 | 20 500 | ||||
| Antti Villanen | 135 947 | 1 500 | 310 350 | |||
| Mikkel Weider | ||||||
| Susana Meza Graham | ||||||
| Total | 486 220 | 20 500 | 267 000 |
¹ The total of shares includes shares which Johan Biehl controls (Feast invest AB)
| Management | Shares Subscription begins: |
Share Options 1/2018A 1.9.2019 |
Share Options 1/2018B 1.10.2019 |
Share Options 1/2018C 1.1.2020 |
Share Options 2/2020C 2.6.2020 |
Share Issue 3/2021 |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Jussi Tähtinen | 71 535 | 1 500 | 310350 | 6 693 | ||||||
| Matti Nikkola ¹ | 209 291 | 1 500 | 80 850 | 20 080 | ||||||
| Samppa Rönkä | 10 002 | 1 500 | 1 000 | 42 600 | ||||||
| Jussi Immonen | 14 543 | 1 500 | 1 000 | 219 025 | ||||||
| Antti Villanen | 129 254 | 1500 | 310 350 | 6 693 | ||||||
| Total | 434 625 | 6000 | 1 500 | 2 000 | 773 175 | 33 466 |
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.