Årsredovisning 2024

Automatiskt nyckeltalsindex

Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.

Fulltext

Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2

===== SIDA 1 =====

Gentoo Media Inc.   
11 April 2025 
Annual Report 2024

===== SIDA 2 =====

Gentoo Media | Annual Report 2024 
2
Management commentary 
Content
4   |   Strategy
Strategic pillars
Execution of Strategy in 2024
2   |   Our story and business update 2024
Our story
Split of the company
Our business model 6   |   Corporate governance
Governance framework
Risk management
Board of Directors of Gentoo Media
Management in Gentoo Media
Shareholder information
3   |   Sustainability 
Sustainability in Gentoo Media 
Sustainability governance
Gender diversity
1   |   Overview 
Performance highlights 
Our timeline
Letter to our stakeholders 
6
7
9 
10
19
20
22
48
23 
24
26
29 
30
34
38
41
44
11 
12
13
14
15 
16
17
18
5   |   Performance and outlook
Business summary for the year  
Financial performance
Consolidated financial statements
49
51
52
54
106
107
108 
109
111
112
119 
120 
121
126
Consolidated statement of comprehensive income  
Consolidated balance sheets 
Consolidated statement of changes in equity (deficit) 
Consolidated statement of cash flows
Management commentary Financial statements
Notes
Parent company financial statements  
Statement of comprehensive income  
Balance sheets  
Statement of changes in equity 
Statement of cash flows 
Notes
Assurance statements and glossary  
Statement by the Executive  
Management and the Board of Directors 
Independent Auditor’s Report 
Glossary
Section 1   –  Basis of reporting
Section 2  –  Results of the year
Section 3  –  Operating assets and liabilities  
Section 4  –  Net working capital
Section 5  –  Capital structure and financial items
Section 6  –  Other notes
55
64
74
84
91
101

===== SIDA 3 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
3
Management  
commentary
Gentoo | Annual Report 2024 Management commentary  |  Back to content

===== SIDA 4 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
4
Jonas Warrer  
Chief Executive Officer  
Gentoo Media
The Group delivered strong strategic,  
operational, and financial progress in 2024, 
 achieving key milestones that lay the  
foundation for scalable growth, enhanced 
profitability, and sustained long-term  
value creation for our shareholders
Gentoo | Annual Report 2024 Management commentary  |  Back to content

===== SIDA 5 =====

Gentoo | Annual Report 2024
5
Full Time Employees Nationalities
387 47
Offices Portfolio of websites
5 +150
Norwich
Valencia
St. Julian’s
Belgrade
Copenhagen
Gentoo Media  
in numbers
Management commentary  |  Back to content

===== SIDA 6 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
6
7   1.1 /  Performance highlights 
9   1.2 / Our timeline 
10   1.3 /  Letter to our stakeholders
Overview
1.0
Management commentary  |  Back to content

===== SIDA 7 =====

Gentoo | Annual Report 2024  |  Overview
7
Management commentary  |  Back to content
Revenues (EUR million) 
 
2024 
122.8 
 
A yearly increase of 39%  (15% organic)
 
 
2023 
88.6 
Financial highlights
1.1   |   Performance highlights 
2023
EBITDA before special items (EUR million) Net profit (EUR million)
2024 2024
39.5
56.7 23.6
Increase of 44% Increase of 83%
EBITDA margin (before special items)
 
2024 
46% 
 
 
2023 
45%  
Net profit margin 
 
2024 
19% 
 
 
 
2023 
15%
2023
12.9

===== SIDA 8 =====

Gentoo | Annual Report 2024  |  Overview
8
Management commentary  |  Back to content
Player intake 
 
2024 
471,470 
 
2023
The value of deposits for  
the player base (EUR million)
Revenue split Partners generating more than  
EUR 10,000 in quarterly revenue
2024
 
 
2023 
471,440
 
Operational highlights
1.1   |   Performance highlights 
178
313
Listing fees / other
CPA
Revenue share Increase of 76%
59%
30%
11%
2023 2024
554
768
Increase of 39%

===== SIDA 9 =====

Management commentary  |  Back to content
9
Gentoo | Annual Report 2024  |  Overview
In 2024, our company Gentoo Media Inc. (Gentoo  
Media) underwent a transformative journey, marked by  
the strategic separation from our Platform & Sportsbook 
operations, integrations of entities, expansions through 
acquisitions, and a comprehensive rebranding initiative.  
2024 marked the milestone where we successfully  
established ourselves as a standalone pure media  
business.The rebranding to Gentoo Media was officially 
announced on 18 June 2024, symbolizing our company’s 
ongoing commitment to growing the business and  
building on the successful track record as a leading  
affiliate in the iGaming industry.
 
Formerly known as Gaming Innovation Group Inc. (GiG),  
our company finalised its legal split on 30 September 
2024, resulting in the emergence of two independent  
listed entities: Gentoo Media Inc., focusing on media  
and affiliate marketing, and GiG Software PLC,  
dedicated to platform and sportsbook services.  
 
This restructuring allowed Gentoo Media  
to sharpen its focus on affiliate marketing within  
the online gambling and sports betting industry. 
As an independent entity, Gentoo Media offers a  
diverse array of iGaming affiliate solutions,  
including paid marketing expertise and high- 
quality traffic through prominent industry sites such  
as AskGamblers.com (AskGamblers), Time2Play,  
CasinoTopsOnline, WSN.com, and Casinomeister.com 
(Casinomeister). This strategic transformation has  
positioned Gentoo Media for continued growth  
and leadership in the affiliate marketing sector.
January February March April May June July August September October November December
Start of integration  
of acquired 
 KaFe Rocks
Gentoo #3 rank  
in EGR Power  
affiliates 
 
Opening office  
in Valencia
Announcement  
of rebranding
 
Acquisition of  
Casinomeister 
 
AskGamblers Awards
Acquisition of  
Titan Inc. Limited 
(Titan) 
 
New office  
in Norwich
Split from  
Platform &  
Sportsbook  
completed
Rebrand of  
GiG Comply  
to Sitebee 
5th consecutive  
year of record  
high revenue
Our timeline
1.2   |   Performance highlights

===== SIDA 10 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
10
Gentoo | Annual Report 2024 | Overview
Navigating change – A transformative year in a shifting industry
Letter from the Chairman and CEO  
 
2024 was a transformational year for Gentoo Media.  
Following the strategic divestment of our Platform  
& Sportsbook operations, we successfully established  
ourselves as a standalone, pure-play affiliate leader  
in the global gambling industry. With this shift, we’ve  
sharpened our focus, accelerated our growth strategy,  
and strengthened our already considerable competitive 
position. We delivered another year of record-breaking  
financial performance, reinforcing the soundness 
of our business model - and, alongside disciplined  
execution, continue to grow and diversify our business. 
Our strategy of prioritising high-value markets, optimising 
operational efficiencies, and investing in assets, tech  
and data, has driven sustainable and long-term growth.
Our website portfolio experienced strong growth throughout 
the year, driven by both established and emerging sites. 
AskGamblers remains a key pillar of our portfolio, while  
acquisitions like Titan and Casinomeister are creating  
synergies and unlocking new growth opportunities along-
side our market-specific websites. Additionally, our Paid 
division achieved solid expansion, fueled by advancements 
in lead generation, CRM, and marketing technologies.
As we look toward 2025, we retain focus on maintaining  
organic growth while pursuing strategic acquisitions  
that strengthen our market position. We are committed  
to operational excellence, ensuring that every step  
we take is aligned with our long-term objectives. 
The gambling affiliate landscape remains dynamic,  
and we are determined to stay ahead of the curve  
by leveraging new technologies, forging innovative  
partnerships, and expanding our footprint in key markets.
Amidst this, capital allocation and unlocking shareholder 
value remain at the forefront of our minds. Gentoo Media  
is a highly cash-generative business, and we will explore 
initiatives to optimise our capital structure while maintaining 
financial flexibility for continued expansion. The strong  
foundation built in 2024 positions us for success in 2025,  
as we move forward with confidence, focus, and momen-
tum. Guided by transparency, innovation, and strategic 
execution, we remain committed to sustainable growth, 
strengthening our market leadership, and maximising  
long-term value for our shareholders. 
On behalf of the board and management, we extend our 
deepest gratitude to our exceptional team, partners, and,  
of course, our shareholders. Y our unwavering support has 
been instrumental in our success, and we look forward to  
the opportunities on the path ahead. Together, we are 
poised to achieve even greater heights in 2025 and beyond. 
Sincerely, 
 
  
Mikael Harstad
Chairman of the Board 
Gentoo Media
Jonas Warrer
Chief Executive Officer 
Gentoo Media
Management commentary  |  Back to content
10

===== SIDA 11 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
11
12   2.1 /  Our story  
13   2.2 / Split of the company 
14   2.3 / Our business model
Our story  
and business  
update 2024
2.0
Management commentary  |  Back to content

===== SIDA 12 =====

Gentoo Media | Annual Report 2024  |  Our story and business update 2024
12
Management commentary  |  Back to content
Gentoo Media’s transformative journey to become a  
pure affiliate-focused business traces back to 2007,  
when Gentoo’s origin story began. 
Rebel Penguin was founded in Copenhagen, Denmark,  
and was acquired by Gaming Innovation Group in 2017 to 
strengthen their affiliate division through paid marketing.  
With this acquisition,  the company came one step closer  
to becoming the version of the company it is today. 
As part of the Gaming Innovation Group, both of the  
businesses grew stronger and reached a maturity in which 
there was great potential for both entities to be standalone.
2.1 
Our story
Management commentary  |  Back to content

===== SIDA 13 =====

Gentoo Media | Annual Report 2024  |  Our story and business update 2024
13
Management commentary  |  Back to content
The board of directors initiated a strategic review  
in February 2023 with the intention of splitting the  
company’s two business segments back then, Media  
and Platform & Sportsbook, into two separate companies, 
forming two industry-leading businesses with the potential 
to grow faster than in the current corporate structure.
The purpose of the split was to sharpen the focus for  
each business segment and ensure that each business 
could optimise growth opportunities and benefit from  
the strategic and financial flexibility of their distinctive 
business models.
Correspondingly, the split was in line with our commitment 
to maximising long-term value for our shareholders.
As of 1 January 2024, the operational and organisational 
part of the split began, and new teams and departments 
were guided through the split by a new management team. 
Besides going through an operational and organisational 
change, with a re-focused business, it was time to initiate  
a rebranding in June 2024.
Following shareholder approval at a special meeting 
 of shareholders on 23 September 2024, the split  
was executed on 30 September 2024, dividing the  
company into two independently listed companies  
and thereby completing the strategic review. The  
shareholders also approved the name change from  
Gaming Innovation Group Inc. to Gentoo Media Inc.  
The change reflects the company’s ongoing commitment 
to growing the business and building on its successful 
track record as a leading affiliate in the iGaming industry.
After the split, Gentoo continued as an independent  
public company and a pure media business, while  
maintaining its dual listing on Euronext Oslo Børs,  
Norway, and Nasdaq Stockholm, Sweden.
The assets and subsidiaries of the platform business  
were extracted from the company and distributed to  
the shareholders. The platform business continued as  
an independent B2B company named GiG Software  
PLC, providing its proprietary platform and sportsbook 
technology across the global iGaming sector. GiG  
Software PLC is listed on the Nasdaq First North  
Premier Growth Market in Stockholm.
Exciting times ahead
The restructuring strengthens Gentoo Media, enabling  
expansion into new markets, investment in technology,  
and strategic acquisitions. With greater financial  
flexibility and streamlined operations, the company  
can more effectively capitalise on new opportunities  
and scale efficiently.
The 2024 financial results naturally reflect certain  
one-time factors associated with the company’s split.  
As the company moves beyond this transition, these  
costs will diminish, allowing Gentoo Media’s management 
to present a much clearer picture of the business in  
2025 - particularly its strong cash flow generation,  
which remains a key driver of its long-term success.
Split of the company
2.2

===== SIDA 14 =====

Gentoo Media | Annual Report 2024  |  Our story and business update 2024
14
Management commentary  |  Back to content
Gentoo Media operates a multi-channel affiliate marketing 
business, driving high-value traffic and leads for our part-
ners in the online gambling industry. Our model combines 
SEO optimised websites and paid marketing campaigns 
to maximise reach and efficiency, seamlessly connecting 
players with leading online sportsbooks and casinos. 
Through a portfolio of authoritative websites, we attract 
organic traffic via search engines, while our data driven 
paid media strategies including search engine marketing, 
social media advertising, and programmatic display  
enable targeted and focused customer acquisition.
 
Our revenue is primarily performance based, earned 
through commissions on the leads and players we  
generate. A significant portion of our earnings comes  
from recurring revenue share agreements, where we  
receive a percentage of the lifetime value of the players  
we introduce. This ensures long-term revenue generation 
that grows alongside our partners’ success. Additionally, 
we generate revenue from listing fees, where operators 
pay to be featured on our websites, gaining premium  
visibility among high-intent players.  
 
 
 
 
 
 
This diversified approach ensures direct alignment  
with our partners’ growth objectives while supporting  
calable and sustainable revenue generation.  
 
By continuously optimising our traffic sources and  
marketing strategies, we enhance long-term value  
creation for both our partners and shareholders. 
With a portfolio of over 150 websites, we provide  
expert reviews, exclusive offers, and in-depth insights  
into both emerging and established online gaming  
brands. Our tech driven paid media approach  
ensures relevance and scalability, allowing us  
to operate effectively on a global scale.
 
At its core, Gentoo Media is the digital storefront  
of the iGaming industry the prime destination  
where high value players discover and engage  
with top tier gaming brands on a global scale.
Our business model
2.3
Commission models
Revenue sharing (~60%):  
Recurring rev. with high  
earnings potential via  
compounding effect,  
as revenue from cohorts  
grows over time 
Listing fee/other (~30%):
Fixed payment for  
exposure, requiring  
high traffic volume  
to attract advertisers 
CPA (~10%):  
One-time payment with  
low earning potential  
and high risk, as revenue  
declines immediately if  
traffic or rates drop
Leads
directed
Leads
converted
Commission1
1
2
3
2 3
Potential user
Gentoo media partners
End-user (NDC)
Publishing
Affiliate websites
Paid channels

===== SIDA 15 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
15
16   3.1 /  Sustainability in Gentoo Media 
17   3.2 /  Sustainability governance 
18   3.3 /  Gender diversity 
3.0
Sustainability  
Management commentary  |  Back to content

===== SIDA 16 =====

Gentoo Media | Annual Report 2024 | Sustainability
Management commentary  |  Back to content
16
In today’s rapidly evolving business landscape, climate 
change impacts and increasing consumer demands,  
the intersection of business, consumer retention,  
technology and sustainability has never been more  
critical. We recognise our responsibility to not only  
rive growth and innovation but also to make a positive  
and lasting impact on our employees, the communities, 
and the environments in which we operate and affect 
through our operations.
We want to provide a transparent account of our  
commitment to sustainability, in line with the EU’s  
Non-Financial Reporting Directive (NFRD) and the EU  
Taxonomy Regulation. As we build on previous years’  
efforts, we have made significant strides in aligning  
our operations and reporting with these frameworks,  
which guide us toward fostering greater environmental, 
social, and governance (ESG) accountability.
From carbon footprint reduction to promoting responsible 
gaming, we continue to adopt industry best practices that 
contribute to long-term sustainability, and will continue to 
do so in 2025 and beyond as we keep ESG at the core of 
our sustainability strategy and disclosures.
As we transitioned to a stand-alone business, we aim  
to offer a clear picture of how our current business  
practices integrate with the EU’s sustainability goals  
and outline the steps we are taking to continue building  
on this foundation, and further enhance our resilience  
as a business and contribution to a more ethical future.  
By embracing these practices and values, we not only  
ensure compliance with the ever-evolving regulatory  
landscape, we also underscore our commitment 
 to integrity, transparency and the well-being of  
our stakeholders.
We hope we are able to provide valuable insights into  
our sustainability journey and the ongoing efforts we  
are making to positively impact the world around us.  
Together, as businesses, policy-makers and investors,  
we can shape a future where the online gaming sector 
leads by example regarding technological innovation,  
consumer experience and sustainable long-term growth.
Scope
Our non-financial disclosure for the fiscal year ending  
31 December 2024 has been prepared on a consolidated 
basis, which includes  the sustainability statements of the 
reporting undertaking, Gentoo Media and its subsidiaries.
The scope of consolidation is the same as for the  
financial statements in accordance with the International  
Financial Reporting Standards (IFRS) as well as Article  
48i of Directive 2013/34/EU. In this respect, all subsidiary 
undertakings included in the consolidation are exempted 
from individual or consolidated sustainability reporting 
pursuant to Articles 19a(9) or 29a(8) of Directive  
2013/34/EU. This accounts for all subsidiaries of the  
company. Discontinued operations (that is, the Platform 
& Sportsbook business) have been excluded from the 
scope of our non-financial disclosures. Therefore, our  
non-financial disclosures solely relate to the affiliate  
marketing business segment.
 
In this respect, a number of factors were taken  
into account when identifying material non-financial  
disclosures for the Group:
/ Our business model, goals, strategies, management  
approach and systems, values, intangible assets, value 
chain and principal risks.
/ The business’ relationship with key stakeholder  
groups, specifically those affected stakeholders  
(such as, our shareholders) and users of our non-financial  
statement (such as, existing and prospective investors)  
as this helped to ensure that the assessment of non- 
financial matters is relevant and aligned with stakeholder 
interests and expectations.
 
/ Main sectoral issues affecting our competitors as  
well as those affecting our customers or suppliers  
which may also be relevant to us. 
/ The actual and potential impact (in terms of likelihood  
and severity) of our services and business relationships.
/  Public policies and regulation (such as gaming  
regulation).
Reference was also made to the latest financial results  
to identify revenue streams and business relationships, 
desk-based research to identify sectoral issues and  
management feedback to arrive at a comprehensive  
assessment of material non-financial disclosures.
In this respect, the table below is intended to provide  
insight into our development, performance, position  
and impact of our business activities with regards to  
material non-financial matters, specifically environment, 
social and employee, human rights, anti-bribery and  
corruption, and other relevant sectoral matters related  
to our supply chain.
3.1   
Sustainability in Gentoo Media

===== SIDA 17 =====

Gentoo Media | Annual Report 2024 | Sustainability
Management commentary  |  Back to content
17
Non-financial matters Disclosures
Environmental matters
 
/ Environmental impact from energy use
 
/ Direct and indirect atmospheric emissions
Waste management
 
/ Environmental impacts from transportation or  
from the use and disposal of products and services
 
/ EU Taxonomy Disclosures (see section 9 in  
the statutory sustainability report) 
Social and employee matters
 
/ Business integrity & responsible business practices
 
/ Employee matters
 
/ Community relations & CSR initiatives
Respect for human rights matters / Human rights
Anti-bribery and corruption matters
 
/ Business conduct/ethics
 
/ Protection of whistleblowers 
Other matters / Supply chain
Sustainability governance
Our sustainability governance framework ensures  
accountability, oversight, and effective implementation  
of ESG initiatives across the organization.
Board oversight: The board of directors provides  
strategic direction and oversight of our sustainability  
agenda, ensuring alignment with our corporate  
values and long-term business objectives that  
drive sustainable growth and stakeholder value.
ESG and compliance committee: On 10 March 2025,  
an ESG and compliance committee was established  
with the scope of providing guidance and advice to  
the board on sustainability and compliance matters.  
This committee comprises two board members  
(Cristina Romero de Alba and Nicholas Batram),  
the General Counsel (Paul Gatt), and the Head of  
Compliance (Diane Ellul). It plays a crucial role in:
/ Monitoring regulatory developments and  
compliance with sustainability-related requirements. 
 
/ Assessing ESG risks and opportunities,  
ensuring alignment with best practices.
 
/ Overseeing stakeholder engagement  
and sustainability reporting.
3.2
ESG leadership and implementation: Following the split, 
the Head of Compliance has taken the lead on sustainability, 
including the compilation of a Double Materiality  
Assessment in Q4 2024 as well as reporting, and works 
closely with internal teams and external stakeholders  
to understand current impacts, risks and opportunities  
with a view of implementing a sustainability action plan  
for 2025 and beyond. Key responsibilities include:
 
/ Driving ESG initiatives across business functions.
 
/ Ensuring compliance with ESG regulations,  
industry standards, and voluntary frameworks.
 
/ Monitoring progress and performance  
through key ESG metrics.
 
/ Preparing and presenting sustainability 
reports to the ESG and compliance  
committee and the board every quarter.
Through this governance framework, we are  
committed to transparency, continuous improvement,  
and meaningful action in our sustainability journey.  
By embedding ESG principles into our corporate  
governance, we aim to create long-term value for our 
stakeholders and contribute positively to the environment, 
society and our employees. For our full statutory reporting 
on non-financial matters, see our Sustainability Report  
on our website: www.gentoomedia.com.
Sustainability governance
3.1  |  Sustainability in Gentoo Media

===== SIDA 18 =====

Gentoo Media | Annual Report 2024 | Sustainability
Management commentary  |  Back to content
18
Company wide gender split
Full Time Employees
49% Female
51% Male
0% Female  
100% Male
35% Female  
65% Male
Team lead 45% Female  
55% Male
Directors
Head
C-level
36% Female  
64% Male
Manager 47% Female  
53% Male
Nationalities 47387
3.3   
Gender diversity

===== SIDA 19 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
19
20   4.1 / Strategic pillars  
22   4.2 / Execution of Strategy in 2024
Strategy
4.0
Management commentary  |  Back to content

===== SIDA 20 =====

Management commentary  |  Back to content
20
Gentoo Media | Annual Report 2024  |  Strategy
Driving sustainable growth and  
market leadership in casino affiliation. 
Since 2019, Gentoo Media has experienced strong growth,  
evolving from a Nordic-focused affiliate into a leading global  
player in the iGaming industry. Gentoo’s strategic framework  
is built on six interdependent pillars, each designed to drive  
sustainable growth and strengthen market leadership:
Scaling operations and  
accelerating top-line  
revenue growth.
Expanding global  
reach and enhancing  
brand visibility.
 Building long-term  
value through predictable 
and sustainable  
revenue streams.
Ensuring sustainable  
long-term growth through 
market, website, and  
partner expansion.
Ensuring industry- 
leading products  
and operational efficiency.
Strengthening  
profitability through  
in-house optimisations.
04 
Mergers and  
acquisitions
05 
Partnerships
06 
Recurring  
revenue
01 
Diversification
02 
Technology
03 
Organic growth
4.1 
Strategic pillars

===== SIDA 21 =====

Management commentary  |  Back to content
21
Gentoo Media | Annual Report 2024  |  Strategy
01 Diversification
Diversification is central to Gentoo Media’s long-term  
resilience and risk management. Expansion across  
multiple markets, websites, and partnerships mitigates 
regulatory risks, enhances financial stability, and  
reduces reliance on any single revenue source.
This diversified approach ensures that the company  
remains adaptable and continues to grow in an  
evolving and competitive landscape.
02 Technology
Technology is essential to maintaining Gentoo Media’s 
position as a leading affiliate. By leveraging cutting- 
edge technology, we enhance our products, optimise  
processes, and drive efficiency across all operations. 
Advanced data analytics, AI-driven automation, and  
state-of-the-art tracking systems enable us to refine  
user experiences, improve conversion rates, and ensure 
accurate performance attribution. Our commitment to 
technological innovation also strengthens compliance,  
security, and scalability, allowing us to stay ahead in a  
rapidly changing digital landscape. 
 
 
 
 
03 Organic growth
Organic growth remains a cornerstone of Gentoo  
Media’s profitability strategy. We drive high-quality  
traffic and maximise player conversions by continuously 
optimising our content, SEO performance,  
and user acquisition strategies.
Our focus on building authoritative brands, improving  
user engagement, and leveraging data-driven insights  
ensures long-term value creation. The ability to scale 
through internally generated momentum provides a  
foundation for sustainable and profitable growth.
 
04 Mergers and  acquisitions
Mergers and acquisitions (M&A) are a strategic driver  
of Gentoo Media’s expansion. Acquiring and integrating 
high-quality assets and entities strengthens our market 
position, enhances our product portfolio, and drives  
revenue growth.
A disciplined approach to M&A ensures that each  
acquisition contributes to long-term value creation,  
delivering synergies that improve operational efficiency 
and diversify revenue streams. Through seamless  
integration, Gentoo Media leverages M&A as a catalyst  
for scalable and sustainable expansion.
 
 
 
05 Partnerships
Strategic partnerships play a crucial role in Gentoo  
Media’s global expansion. By collaborating with  
leading media outlets, niche publishers, and digital  
platforms, we extend our reach, attract high-quality  
traffic, and strengthen brand visibility. 
 
These partnerships allow us to leverage established  
audiences, enhance credibility, and drive engagement 
through premium content and targeted marketing  
initiatives. Our continued focus on optimising partnerships 
ensures diversified acquisition channels and long- 
term growth. 
06 Recurring revenue
Recurring revenue is a key pillar in Gentoo Media’s  
value-creation strategy. Our focus on lifetime revenue 
share agreements with operators ensures predictable, 
sustainable income and long-term profitability.
We build a resilient business model that delivers  
increasing value over time by continuously adding  
new player cohorts to our operator network.  
This approach enhances financial stability and  
provides a strong foundation for future growth.
4.1  |  Strategic pillars

===== SIDA 22 =====

Management commentary  |  Back to content
22
Gentoo Media | Annual Report 2024  |  Strategy
The Gentoo Media diversification strategy was further  
executed throughout 2024. By Q4 2023, 178 partners  
generated more than EUR 10,000 in quarterly revenue  
for the company, increasing to 313 partners by Q4 2024. 
Both major and emerging websites contributed to  
revenue growth, with the broader portfolio beyond  
the top five sites accounting for 67% of annual revenue  
in 2024 compared to 61% in 2023. Expansion across  
markets remained a key priority, with strong growth  
in Europe and the Americas.
Considerable resources were allocated to the continued 
development of technology and business intelligence  
(BI) for Gentoo Media in 2024. Two major IT projects,  
including our next-generation media platforms,  
have been under development throughout the year.
Scheduled for deployment in H1 2025, these platforms  
will significantly enhance website performance and user 
experience. The company also continued to develop its 
proprietary BI system and enhance tracking  
capabilities to support data-driven decision-making.
In 2024, the business achieved organic revenue  
growth of 15%. A larger segment of the organisation  
is now dedicated to continuously enhancing our  
websites and campaigns to deliver higher-value  
players to our expanding network of operators. 
Optimisation efforts focused on three key areas: 
 
/ Traffic acquisition 
 
/ Traffic conversion
 
/ Monetisation of converted traffic 
Gentoo Media’s proprietary BI platform played a crucial 
role in this process, providing insights that identified  
successful strategies and areas for further improvement.
M&A remained a key focus in 2024. The company  
completed several strategic acquisitions, each expected 
to deliver substantial long-term value. In the summer,  
Gentoo Media acquired industry pioneer Casinomeister.
com with a long-term strategy to restore its position  
as a leading authority in the sector.
Additionally, the company acquired Titan, a top-tier  
provider of SEO and content services, to enhance  
operational capabilities and reduce marketing costs  
related to SEO and content production. Beyond  
strengthening Gentoo Media’s internal operations,  
Titan also presents a significant revenue opportunity  
by offering its SEO and content services to Gentoo’s  
network of operators.
Strategic partnerships were pivotal to Gentoo’s growth 
throughout 2024, strengthening our brand visibility  
and traffic acquisition. However, the company faced  
a temporary setback just before the summer, impacting 
short-term performance. Despite this, strategic initiatives 
and strengthened collaborations enabled a swift recovery, 
ensuring continued growth. By refining partnership  
structures and optimising media alliances, Gentoo Media 
remains well-positioned to leverage our unique synergies,  
enhance traffic acquisition, and drive long-term value.
Revenue from revenue share agreements, recurring  
revenue, grew 30% in 2024 compared to the previous 
year. Refocusing on higher-value markets has yielded 
strong results, with significant growth in revenue share 
earnings. 
The total value of player deposits, representing the  
amount deposited by referred players on operator  
websites, reached EUR 768 million in 2024, reflecting  
a year-over-year increase of 39%. Management is  
pleased to see this key underlying business driver  
develop positively, reinforcing Gentoo Media’s  
strong position in the industry.
4.2 
Execution of strategy in 2024

===== SIDA 23 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
23
24   5.1 /  Business summary for the year  
26   5.2 /  Financial performance
Performance  
and outlook
5.0
Management commentary  |  Back to content

===== SIDA 24 =====

Management commentary  |  Back to content
24
Gentoo Media | Annual Report 2024  |  Performance and outlook
2024 was a transformative year for Gentoo Media.  
After divesting the Platform & Sportsbook business,  
the company successfully transitioned into a fully  
affiliate-focused business and achieved record- 
breaking financial and operational performance.
Annual revenue reached EUR 122.8 million, reflecting  
a 39% year-over-year (Y oY) increase, with 15%  
organic growth. This marked the 5th consecutive  
year of record-breaking revenue, reinforcing Gentoo  
Media’s ability to drive sustainable growth in an  
evolving market. EBITDA before special items,  
rose 44% to EUR 56.7 million, realising an EBITDA 
margin of 46%.
A key strategic focus throughout the year was  
optimising player acquisition by prioritising high- 
value markets. Total First-Time Depositors (FTDs)  
for the year stood at 471,470 (471,440). However, 
 this stability was intentional, as Gentoo Media  
actively reduced player acquisition in lower-value  
regions to focus on high-value players. Consequently,  
the total value of player deposits, representing the  
amount deposited by referred players on operator  
websites, reached EUR 768 million in 2024, reflecting  
a year-over-year increase of 39%. The development 
demonstrates the company’s success in shifting  
towards high-value players that generate more  
substantial long-term revenue.
Publishing performance and strategic acquisitions
The Publishing division played a pivotal role in Gentoo  
Media’s growth, which was fueled by strategic  
acquisitions, operational improvements, and a  
targeted approach to acquiring high-value players.
AskGamblers and KaFe Rocks continued to exceed  
expectations. AskGamblers achieved record-high  
traffic and revenue, benefiting from SEO and  
technical enhancements. A new sports section  
was added to the website with the aim of doubling  
the size of the asset’s reach and addressable market.
Extensive work was carried out in 2024 in preparation for 
the website’s migration to a superior content management 
system (CMS), unleashing the asset’s full capabilities.  
The AskGamblers casino complaints service returned USD 
6.9 million to players in 2024, continuing the impressive 
trend of resolving issues between players and operators.
The integration of KaFe Rocks progressed steadily,  
unlocking further synergies that contributed to improved 
EBITDA margins. While Time2play.com experienced  
a downturn due to the August Google core update,  
the team immediately began an action plan to reverse  
the negative trend, carrying out numerous improvements 
to the website. 
Casinomeister, acquired in mid-2024, strengthened  
Gentoo’s market position and contributed meaningful 
revenue in its first full quarter, with organic traffic growing 
significantly year-over-year. We have a long-term strategy  
to establish Casinomeister’s position as a leading website 
authority in affiliate marketing.
Titan, a provider of SEO and content services, was also  
acquired in 2024, improving operational efficiency and 
cost savings across both Publishing and Paid. Leveraging 
the Gentoo Media network, Titan was also able to drive  
material revenue from providing SEO and content to  
external partners, with further business growth resulting from 
Gentoo Media’s strategic partnerships expected in 2025.
CasinoTopsOnline, which had been previously negatively 
impacted by Google core updates, saw an increase  
in organic traffic year over year, though full recovery  
remains a priority for 2025. Several initiatives and  
new features, such as an innovative casino AI assistant 
called TopsAI, rolled out during 2024 are anticipated  
to contribute towards this goal in 2025.
Our US-facing asset, WSN.com,  contributed to further 
diversification and growth within the Publishing segment, 
showing a stronger North American market performance 
as the year progressed. 
 
Paid Media growth and optimisation
Revenue from Paid grew significantly year-over- 
year, reflecting a disciplined approach to scaling  
high-value traffic sources. The division optimised  
traffic acquisition by focusing on quality over 
quantity, ensuring sustainable and profitable growth.
Throughout 2024, Gentoo Media intensified lead  
generation efforts, leading to record-high lead intake  
and increased CRM activity. These enhancements  
contributed to higher engagement rates and improved 
profitability, reinforcing the company’s ability to  
convert leads into long-term revenue streams.
The company also introduced new marketing  
technologies across PPC, display, and social  
media channels. These advancements enhanced  
campaign efficiency, allowing the Paid division  
to scale effectively while maintaining best-in- 
class execution across all marketing initiatives.
In line with our strategy to prioritise high-value players, 
total player intake from Paid declined by 12% year- 
over-year. However, this shift was intentional, as the  
company focused on attracting higher-quality traffic.  
This approach resulted in a greater concentration of 
high-value players, ultimately supporting revenue  
growth and reinforcing long-term sustainability.
 
5.1
Business summary for the year

===== SIDA 25 =====

Management commentary  |  Back to content
25
Gentoo Media | Annual Report 2024  |  Performance and outlook
Technology and innovation
Throughout 2024, Gentoo made significant strategic  
investments in advancing its next-generation CMS  
platform – a unified, scalable, and high-performance  
solution designed to enhance AskGamblers while  
optimising market-specific websites. This platform  
is expected to boost agility, streamline operations,  
and elevate content and SEO quality, reinforcing  
AskGamblers’s position as a flagship brand and  
fuelling the growth of our wider website portfolio.
The company has continued to develop its proprietary 
Business Intelligence (BI) system, enhancing tracking  
capabilities to gain deeper insights into page and  
campaign performance. After building a proof of  
concept with a site-level dashboard, the focus is  
now on department-specific dashboards. The sales  
team are already making use of the first of these.  
These dashboards help teams better understand  
what works across our sites, which pages convert  
best, how different toplist positions perform, aid  
tracking of A/B split test results, and more.  
 
The goal is to move beyond reporting and support more  
informed, data-driven decisions across departments. 
Furthermore, the BI department has successfully  
integrated machine learning into its analytics, most  
notably by developing models that predict the CLV  
and churn probability of our first-time depositing  
customers across various verticals. This enhancement  
will significantly improve our optimisation of different  
business areas while also serving as a foundation  
for further automation across the company. 
 
To streamline operations, we introduced a new system  
integrating sales, finance, and BI, with the first version  
successfully rolled out in 2024. Further refinements  
are underway to enhance collaboration and data  
exchange, ensuring seamless connectivity between  
key business functions. Work has been ongoing within  
design and product to optimise processes and delivery  
of features, creatives and products. These strategic initia-
tives are instrumental in enhancing operational efficiency, 
strengthening competitive advantage, and positioning 
Gentoo Media for continued long-term success.
Regulatory and compliance strengthening
To prepare for its legal separation from the Platform  
& Sportsbook business, Gentoo Media successfully  
re-applied for business qualifications in the U.S. and  
key vendor registrations/licenses, securing business  
qualifications across 30 U.S. states and 17 registrations/
licenses across European and U.S. markets. This regulatory 
expansion strengthens the company’s position in key  
markets, enabling sustainable, long-term growth. 
Throughout 2024, the company continued to enhance  
its proprietary marketing compliance software,  
Sitebee (formerly GiG Comply), through a full rebranding  
and expansion of its compliance functionalities.  
The compliance business also signed two new clients  
and renewed 14 existing contracts, reflecting the growing  
demand for robust marketing compliance solutions.
Several new initiatives were successfully launched,  
including attaining multiple Quality Mark Responsible  
Affiliates (QMRA) logos across various assets.  
The company also introduced a Customer Onboarding  
Process, which subjects partners to a Master Services 
Agreement and due diligence framework. This initiative 
aims to identify and manage risk exposure, ensuring  
operations remain well-aligned with our risk appetite  
and regulatory standards.
These efforts demonstrate our commitment to  
regulatory compliance and dedication to upholding  
the highest standards of business integrity.
Strategic outlook for 2025
Looking ahead, Gentoo will continue to focus on: 
 
/ Expanding AskGamblers’ sports betting segment to  
capture a larger share of the growing and substantial 
sports market.
 
/ Further integration of acquired assets to enhance  
scalability and drive operational synergies.
 
/ Optimising AI-driven marketing strategies  
to maximise high-value player acquisition.
 
/ Continuous investment in SEO, content quality,  
and BI-driven decision-making to strengthen  
digital performance.
 
/ Expanding and enriching paid strategies and channels, 
positioning Paid as one of our key growth drivers.
 
/ Ongoing enhancements to its technological  
framework and tools to achieve operational  
excellence and a superior portfolio of assets.
Gentoo Media is well-prepared for the year ahead  
with record-breaking financial performance, a strong  
focus on high-value players, and strategic acquisitions  
positioning the company for sustained success.  
 
By focusing on long-term value creation, efficiency,  
and market leadership, the company remains  
committed to delivering strong growth and maintaining  
its position as a leading player in the online media industry.
5.1  |  Business summary for the year

===== SIDA 26 =====

Management commentary  |  Back to content
26
Gentoo Media | Annual Report 2024  |  Performance and outlook
The Group sustained its strong growth trajectory  
and achieved high financial performance during  
a transformative year which have advanced the  
business’s journey as a market-leading affiliate  
in the iGaming industry and have established a  
strong position for Gentoo’s future growth both  
organically and through expansions. 
Income statement
Revenues amounted to EUR 122.8 (88.6) million during 
2024, an increase of 39% is primarily driven by the  
effect of 2023 acquisitions AskGamblers and KaFe  
Rocks. On an organic basis, revenues increased  
by 15% year over year.
Marketing expenses were EUR 32 (26.8) million in the  
year 2024, an increase of 20% due to a result of an  
increase in revenue from Paid. Paid marketing expenses 
make up approximately half the marketing costs, with  
Publishing covering the other half. During the last part  
of 2024, our Paid division’s strong performance and  
revenue growth as described in the operational section,  
is reflected in the marketing costs as a focus was to  
optimise and improve efficiency.
Personnel expenses amounted to EUR 15.9 million, up 50% 
from EUR 10.6 million in 2023. Capitalised salaries related 
to technology development  amounted to EUR 5.6 (4.4) 
million. Personnel expenses increased due to the number 
of new employees employed subsequent to the  
spin-off. Other operating expenses amounted  
to EUR 18.2 (11.7) million with a 55% increase.  
The main increase is due to consultants, and a general  
increase in expenses due to increased activity.
EBITDA before special items was EUR 56.7 (39.5)  
million, a 44% increase, with an EBITDA margin of  
46% (45%). EBITDA is equivalent to operating profit  
before depreciation, amortisation and impairment.  
Special items in the year amounted to EUR 1.5 million.  
Depreciation and amortisation amounted to EUR 17.6  
(12.5) million, a yearly increase of 41%. Net finance  
costs amounted to EUR -14 (-10.9) million, the increase  
in borrowing costs is a result of  the new bond being  
issued at the end of 2023, including the EUR 15 million  
subsequent issue under the EUR tranche in June 2024,  
increasing the EUR tranche to EUR 60 million.
Interest on the company’s bonds were EUR -10.1 (-6.6)  
million. Other financial expenses were EUR -3.9 (-4.3)  
million. Finance costs also increased as a result of  
unwindings on deferred considerations amounting  
to EUR 3.5 million in 2024. 
The net profit for Gentoo Media was EUR 23.6   
(12.9) million, a 83 % increase from the same period  
in 2023. The net profit margin was 19% (15%).
Financial position
Total assets amounted to EUR 168.7 (272.6) million as at  
31 December 2024. The spin-off of Platform & Sportsbook 
in September 2024 is the main driver for the decrease.
The largest asset on the balance sheet relates to  
intangible assets of EUR 106.6 (103.5) million. 
 
The increase is attributable to goodwill and other intangible 
assets through primarily the acquisition of Titan,  
Casinomeister and two other assets during the period. 
Intangible assets at 31 December 2024 mainly comprise 
goodwill generated through business combinations (EUR 
44.4 million), affiliate assets acquired (EUR 47.2 million)  
as well as client contracts acquired (EUR 6.6 million) as well 
as development of technology platform (EUR 7.8 million).
Trade and other receivables amounted to EUR 27.1  
million at 31 December 2024, which is a large increase  
from 2023 where the amount was EUR 18.5 million at  
31 December 2023. This increase is attributable to  
the general increase in revenue.
The Group closed out the year with a healthy balance of 
cash and bank deposits amounting to EUR 11.3 million; the 
Group’s cash and bank deposits in 2023 amounted to EUR 
15.5 million. In June 2024, the Company completed a EUR 
15 million subsequent issue under its current 2023-2026 
Senior Secured Bonds, increasing the EUR tranche to EUR 
60 million. The proceeds were used towards financing  
the acquisition of CasinoMeister, deferred payments  
for KaFe Rocks and general corporate purposes.  
The Group has also secured a facility with Citi Bank of  
EUR 25 million, EUR 7 million were drawn as at year end. 
 
Significant liabilities in the Group’s balance sheet  
include deferred consideration and borrowings.  
Deferred considerations have increased, mainly  
due to the deferred payments associated with the  
acquisitions from 2023 and 2024 which amounted to  
EUR 33.3 million, which is included as current liabilities.
The last quarter of 2024 was where the spin-off showed 
 its true impact for Gentoo Media as an independent  
company with a profitable and pure media business,  
advancing the business’s journey as a market-leading  
affiliate in the iGaming industry. With the split and a more 
focused group structure, the Group is in a strong and  
robust position for future growth.
5.2
Financial performance

===== SIDA 27 =====

Management commentary  |  Back to content
27
Gentoo Media | Annual Report 2024  |  Performance and outlook
Cash flows 
The Group experienced a net cash inflow from operations 
during the year of EUR 33.3 (40.6). Net cash generated 
from operating activities was mostly utilised to fund  
investment in non-current assets, payment of bond  
interest and lease payments. The cash generated  
through financing was utilised for the acquisitions  
of Askgamblers and KaFe Rocks. 
 
2024 acquisitions
 
Titan Inc. Limited (Titan)
In August 2024, the Group completed the purchase  
of 100% of the shares and voting rights in Titan.  
The acquisition is structured with a total price of  
EUR 3.1 million, comprising an initial payment of EUR  
1.0 million that was paid on closing, followed by two  
yearly installments of EUR 1.0 million to be paid after 
twelve and twenty-four months, respectively.
The Group acquired effective control over Titan from  
31 May 2024, which is the date on which the group  
became exposed to variable returns from its involvement 
with the entity and gained the ability to affect those  
returns through its power to direct the activities of  
the entity via its majority voting rights.
Titan is based in the UK offering bespoke link building,  
multimedia content production etc. and employed  
around 40 people at takeover. The acquisition is in line  
with the strategy to create sustainable long-term growth. 
The group expects to obtain significant cost synergies 
following the transactions from the internal purchase of 
SEO and marketing content services that Titan provides. 
Previously the Group made use of the services from Titan. 
Moreover, the ultimate goal with the acquisition is also  
to expand Titan’s customer base outside of the collaboration 
with the Group. This is expected to go proportionally  
faster given the synergies provided from the rest  
of the Group post acquisition.
For further information on the Titan acquisition,  
see note 3.4 Acquisition of businesses.
Other acquisitions
In June 2024, the Group acquired the casino affiliate  
website Casinomeister effective from 1 June 2024.  
The transaction was structured as an asset purchase  
with a total consideration of EUR 3 million, that was  
paid in cash in July 2024.
In September 2024, the Group acquired two minor  
casino affiliate websites effective from 30 September 
2024. The transaction was structured as an asset purchase 
with a total consideration of EUR 2.7 million (including 
transaction related costs). The consideration was fully  
paid before year end.
In the fourth quarter 2024, the Group acquired two  
minor affiliate websites on 26 December 2024.  
The transaction was structured as an asset purchase  
with a total consideration of EUR 3.2 million to be 
paid in 2025, with an  initial payment of EUR 1.4  
million, and the remaining balance is paid in  
instalments from January through April 2025.
 
Update on 2023 acquisitions
 
AskGamblers
Since acquiring AskGamblers in January 2023,  
the business has experienced strong traffic growth,  
culminating in an all-time high number of registrations, 
first-time depositors, revenue and EBITDA.  
 
During 2024, AskGamblers benefitted positively from 
Google’s core update in March which improved rankings 
and player intake. Furthermore, in the first half of 2024, the 
first initial sports sections were added and AskGamblers 
continued its growth, setting new records with ongoing 
development in sports content and product enhancements.  
 
The fourth quarter for AskGamblers also marked a  
significant milestone for the site as it officially launched  
in the regulated US market. During the year, the Group  
paid EUR 10 million and subsequent to year end EUR 15  
million were paid in line with the contractual obligations.  
No further payments are expected on this acquisition.
KaFe Rocks and its subsidiaries
Since acquisition in December 2023 KaFe Rocks Limited  
and its subsidiaries have contributed to significant  
revenue growth, operational synergies, and improvements 
in EBITDA margins. KaFe Rocks’ different sites experienced 
a mixed impact by the Google Core Updates during  
the year, however, the company quickly responded by 
implementing targeted initiatives to recover lost ranking. 
Throughout the year, the integration of KaFe Rocks to the 
business progressed steadily during the year and unlocked 
technological and commercial synergies, and several  
KaFe Rocks websites were successfully migrated onto 
Gentoo Media’s main platform at the end of the year. 
During 2024, the Group paid EUR 6.1 million in cash,  
and an additional EUR 2.5 million in issued shares to the 
sellers due to specific operational cost savings targets 
being met by year-end 2023, where the number of shares 
issued is based on a 30-day VWAP of the Gentoo Media 
share at the time of closing (NOK 30.11), which was according 
to the contractual terms and obligations. In relation to  
the deferred consideration, in January 2025 the earnout  
in relation to the second half of 2024 was crystallised  
and this amounted to EUR 0.3 million, such amount was  
not part of management’s estimate of the total deferred  
consideration. In January 2025, the total amount paid  
was EUR 5.6 million. During 2025, EUR 15.8 million are  
contracted payments to previous shareholders. 
 
5.2  |  Financial performance

===== SIDA 28 =====

Management commentary  |  Back to content
28
Gentoo Media | Annual Report 2024  |  Performance and outlook
Financial outlook 
Gentoo Media has continued its strong performance  
over the past two years, securing strong cash flow and 
increased diversity in earnings. Previous years acquisitions 
have proven successful, with strong growth in revenues 
and FTDs since being taken over by Gentoo Media.  
 
This business diversification further aligns with the  
strategy to create sustainable long-term growth.  
Underlying KPIs continue to show good progress,  
and with Titan added, Gentoo Media expects  
continued sustainable future revenue growth  
combined with a solid EBITDA for Gentoo Media.  
 
Performance from discontinued operations
Following shareholder approval at an extraordinary  
general meeting on 23 September 2024, the split  
was executed on 30 September 2024, dividing the  
company into two independently listed companies  
and thereby completing the strategic review.  
Income statement  
 
Revenues from discontinuing operations for 2024  
decreased to EUR 29.6 (54) million. The discontinued  
operations experienced an increase in operating  
expenses from EUR 55.2 million in 2023 to EUR 107.2  
million in 2024. This is driven by the impairment  
losses and other operating expenses. 
Financial position
 
In accordance with IFRS 5, Platform & Sportsbook  
financial results are presented as a discontinued  
operation, and the assets and liabilities of this disposal 
group held for distribution have been separately  
presented in the financial statements for the year  
ended 31 December 2023 and at distribution date  
which is 30 September 2024.  
 
The results from Platform and Sportsbook have been  
reported as a discontinued operation in the Group’s  
consolidated financial statements. The assets  
associated with the discontinued Platform & Sportsbook 
operations had a carrying amount of EUR 84.4 million  
as at 30 September 2024. The liabilities associated  
with the discontinued Platform & Sportsbook  
operations had a carrying amount of EUR 25.4  
million as at 30 September 2024.  
5.2  |  Financial performance

===== SIDA 29 =====

Gentoo Media | Annual Report 2024 
Management commentary  |  Back to content
29
30   6.1 /  Governance framework 
34   6.2 /  Risk management 
38   6.3 /  Board of directors of Gentoo Media 
41   6.4 /  Management in Gentoo Media 
44  6.5 /  Shareholder information
Corporate  
governance
6.0
Management commentary  |  Back to content

===== SIDA 30 =====

Management commentary  |  Back to content
30
Gentoo Media | Annual Report 2024  |  Corporate governance
Gentoo Media is committed to good corporate  
governance to ensure trust in the company and to  
maximise shareholder value over time. The company’s  
corporate governance framework regulates the  
interaction between the company’s shareholders,  
the board of directors and the executive management.
1. Implementation and reporting on corporate governance
Gentoo Media Inc. (“Gentoo” or the “company”) is a US 
corporation incorporated in the state of Delaware with 
corporate number 2309086. The group headquarters  
are in Malta, with operations in Denmark, Spain, Serbia, 
Brazil and the United Kingdom.
Being a Delaware company, the company is subject  
to Delaware company legislation and regulation. In  
addition, certain aspects of the Norwegian Securities  
law, the Swedish Financial Instruments Trading Act and 
specific duties and responsibilities under the Regulation 
(EU) No 596/2014 of the European Parliament and of  
the Council of 16 April 2014 on market abuse (the “MAR”)  
and related legislations apply to the company due  
to its listing on both the Oslo Stock Exchange and  
on NASDAQ Stockholm, including the requirement  
to publish an annual statement of the company’s  
policy of corporate governance.
The company’s board of directors and management  
adheres to the Norwegian Code of Practice for Corporate 
Governance, last revised 14 October 2021 (the “Norwegian 
code”) and the Swedish Corporate Governance Code,  
last revised 1 January 2024 (the “Swedish code”), both  
referred to as “the codes” in this document. The company 
has Norway as its home member state, and thus Norwegian 
regulations and the Norwegian code will supersede  
in case of conflicts
The company aims for compliance in all essential areas  
of the codes. However, as a Delaware company, there  
will be topics where the codes are not fully complied  
with. The codes are available at www.nues.no/eng  
and www.corporategovernanceboard.se.
The application of the codes is based on a “comply  
or explain” principle and any deviation from the codes  
is explained under each item. The corporate governance 
framework of the company is subject to annual review  
by the board of directors and the annual corporate  
governance report is presented in the company’s  
annual report and on the company’s website.
This corporate governance report is currently structured  
to cover all sections of the Norwegian Code of Practice  
as a base, with extended sections to cover the Swedish 
Corporate Governance Code. Further explanation  
describes the company’s corporate governance  
in relation to each section of the respective codes.
The company complies with the codes in all material 
respects. However, it deviates on the following topics: 
board authorisation to issue new shares (paragraph 3)  
and formulation of guidelines for use of the auditor  
for services other than auditing (paragraph 15).
2. Business
The codes are in material respects complied with through 
the company’s Certificate of Incorporation and By-Laws 
(combined Articles of Association) and the annual report.
As a Delaware corporation, the company’s business is not 
defined in the Articles of Association. A description of the 
business is available on the company’s website and in the 
annual report. The company’s objectives, strategy and risk 
profile are described in more detail in the annual report  
and on the company’s website.
Given the nature of the company’s business, the company 
is constantly working to improve its ethical and fair  
business practices. The company is committed to being 
compliant with all the laws and regulations affecting  
its business. The company has defined ethical and  
sustainability guidelines in accordance with the company’s 
corporate values and as recommended by the codes.
3. Equity and dividends
The codes are in material respects complied with.  
The company’s equity as at 31 December 2024 was  
negative EUR -9.4 million as a result of the negative  
development within discontinuing operations in 2024. 
Apart from financing normal operating expenses, the  
company’s business model requires low tied-up capital  
in fixed assets and the board of directors considers  
the current capital as sufficient. The board of directors  
constantly assesses the company’s need for financial 
strength based on the company’s objectives, strategy  
and risk profile.
The company has adopted a dividend policy under which, 
all else being equal, the company will aim to pay a dividend 
according to continued self-imposed restrictions  
concerning financial solidity and liquidity, all of which 
should be complied with. To date, the company has not 
paid any dividends to shareholders and no dividends are 
proposed by the board of directors for the year 2024.
According to common practice for Delaware companies, 
the company has an authorised number of shares available 
which is higher than the current number of issued shares. 
The authorised number of shares has been approved by 
the shareholders in a shareholder meeting. In compliance 
with the company’s Articles of Association and Delaware 
corporate law, the board of directors may issue shares  
up to this limit without any further shareholder approval. 
 
 As at 31 December 2024, the number of authorised 
shares was 150,000,000 (par value USD 0.001) whereof 
6.1 
Governance framework

===== SIDA 31 =====

Management commentary  |  Back to content
31
Gentoo Media | Annual Report 2024  |  Corporate governance
134,707,97 4 were issued and outstanding.  
The ISIN code is US36467X2062.
 
4. Equal treatment of shareholders
The codes are in material respects complied with.  
The company has only one class of shares, which  
is listed on both the Oslo Stock Exchange and  
NASDAQ Stockholm.
Under Delaware law, no pre-emption rights of existing 
shareholders exist, however the company aims to offer 
pre-emption rights to existing shareholders in the event  
of increases in the company’s share capital through  
private share issues for cash. If the board of directors  
carries out an increase in share capital by cash and waives 
to offer a pre-emption right to existing shareholders,  
this will be a minor increase, or if not, a justification will  
be publicly disclosed in connection with such increase  
in the share capital.
5. Shares and negotiability
The company is compliant with the codes. The company 
has no limitations on the ownership or sale of the  
company’s shares. All Gentoo shares are freely  
negotiable and no form of restriction on negotiability  
is included in the company’s Articles of Association.
 
6. General meetings
The codes are, in material respects, complied with  
as stated below. A shareholder meeting ensures the  
shareholders’ participation in the body that exercises  
the highest authority in the company and in which  
the company’s Articles of Association are adopted.
Notices for shareholder meetings with proposed  
resolutions and any supporting documents are announced 
on the Oslo Stock Exchange, on Nasdaq Stockholm  
and on the company’s website and sent by mail to  
all shareholders registered in the Norwegian Central  
Securities Depository Euronext Securities Oslo (“ES-OSL”) 
according to the company’s Articles of Association.  
The company’s by-laws require a minimum of 10 days’  
notice to the shareholders, although the company has  
given the shareholders longer notice when calling for 
shareholder meetings, and the company aims to apply  
the Swedish code for notice and other procedures  
regarding shareholder meetings.
The company allows shareholders to vote by proxy and 
prepares a form of proxy that is sent to shareholders and 
nominates a person who will be available to vote on behalf 
of shareholders as their proxy. Shareholders are allowed  
to vote separately on each candidate nominated for  
election to the company’s corporate bodies.
The company has decided to apply the Swedish code  
by using English only for all communication, including the 
notice, as the ownership structure warrants it. The same 
applies to the minutes of the meeting. The Swedish code 
will be applied when verifying and signing the minutes of 
shareholder meetings. A shareholder, or a proxy repre-
sentative of a shareholder, who is neither a member of the 
board nor an employee of the company is to be appointed 
to verify and sign the minutes of shareholder meetings. 
The company’s chairman attends shareholder meetings, 
and the company further aims to meet the requirements in 
the Swedish code regarding other members of the board, 
the CEO, the nomination committee and the company’s 
auditors to attend the annual meeting of shareholders
7. Nomination committee
The codes are complied with. As a Delaware corporation, 
the governing law does not require a nomination committee. 
However, the company has a nomination committee. 
The nomination committee is responsible for reviewing  
the size, structure and composition of the board,  
succession planning, the appointment of replacement 
and/or additional directors, and for making the  
appropriate recommendations to the board.  In 2024,  
the nomination committee held individual interviews  
with each member of the board and the CEO. 
 
The annual shareholders meeting in May 2024 resolved 
that the nomination committee shall represent all share-
holders, and consist of no fewer than three and no more 
than four members and be appointed by the three largest 
shareholders of the company as per 31 August 2024.
The company has followed the principles set out by  
the annual meeting of shareholders, and the nomination 
committee members are as follows: 
 
/ Lukasz Wojciak, representing MJ Foundation
/ Lukasz Borkowski, representing ZJ Foundation
/ André Lavold, representing Optimus Invest Limited
8. Board of directors: composition and independence
For the board of directors, the codes are in material  
respects complied with. The shareholder meeting elects 
representatives to the board. The resolution on the  
composition of the board takes place with a simple  
majority. The company seeks to nominate members of  
the board representing all shareholders and independent 
from management. All board members are, on a yearly  
basis, up for re-election.
The current board of directors consists of six members, 
where four are independent of the company’s main  
shareholders. Four of the board members own shares 
in the company, either directly or indirectly. Information 
about the current board members, their expertise,  
independence and shareholdings can be found in  
‘6.3 Board of Directors of Gentoo Media’ section  
and on the company’s website. As a Delaware  
company, the board members have unlimited periods 
However, the board members must be proposed,  
6.1  |  Governance framework

===== SIDA 32 =====

Management commentary  |  Back to content
32
Gentoo Media | Annual Report 2024  |  Corporate governance
elected, or re-elected at the annual shareholder meeting. 
The board of directors formally elects the chairman of  
the board according to the company’s by-laws.
9. The work of the board of directors
The codes are complied with in material respects.  
The board of directors has the prime responsibility for  
the management of the company and holds a supervisory 
position towards the executive management and the  
company’s activities. The company has established  
rules of procedures for the board of directors and  
executive management.
In addition to monitoring and advisory duties, the board of 
directors’ main tasks consist of participating in compiling 
the company’s strategy and establishing the overall goals.
The board of directors appoints the CEO; the Swedish 
code will be applied when it comes to appointing,  
evaluating and, if necessary, dismissing the CEO.  
The board of directors has to approve any significant  
assignments the CEO has outside the company.
The board of directors will ensure that the company’s  
auditor reviews the company’s six or nine-month  
report according to the Swedish code. There is  
no such equivalent rule in the Norwegian code. 
The board of directors appoints a remuneration  
committee and an audit committee and establishes  
an annual plan for its work, with an internal allocation  
of responsibilities and duties. The board of directors  
has evaluated its work through individual interviews  
with the nomination committee.
Members of the board of directors and senior  
management shall notify the board of directors in  
case of material direct or indirect interests in  
transactions entered into by the company.
The chairman of the board is responsible for leading  
the work of the board and for leading the board  
meetings. Continual contact with the CEO shall  
ensure that the chairman of the board monitors the  
company’s development and that the board receives  
the information required to meet its commitments.  
The chairman of the board shall also represent the  
company in matters concerned with ownership.
The board held eight minuted meetings in 2024,  
where all meetings had all members present.  
The previous Group CFO, as secretary to the  
board, took said minutes. At every board meeting,  
the CEO delivered a business and financial update. 
 
10. Risk management and internal controls
The codes are complied with. The board of directors  
constantly assesses the company’s need for necessary  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
internal control systems for risk management covering  
the size and complexity of the company’s business.  
The company employs various area-specific policies  
and procedures designed to manage the company’s  
risk. Prior to the split of the company, the board  
of directors had established an independent audit  
committee which oversaw the company’s implementation 
of policies and procedures. The board of directors  
will engage a new internal auditor in 2025. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The board of directors is responsible for the internal  
control, and has established policies, procedures and 
 instructions related to risk management and internal  
control. These documents are distributed to the relevant 
employees and other stakeholders, and it is mandatory  
for all employees to read, understand and sign off  
on company policies and to comply with the code of  
conduct. The internal control framework is a direct result  
of continuous risk management processes, which take  
into consideration the company’s business operations,  
as well as the external environment in which the company 
operates. The CEO and CFO are responsible for managing 
issues concerning insider information and monitoring  
the company’s Investor Relation (IR) function.
6.1  |  Governance framework
Name Period Attendance 
Mikael Harstad Chairman 8 out of 8
Hesam Yazdi Director 8 out of 8
Tomasz Juroszek Director 6 out of 6
Mateusz Juroszek Director from May 5 out of 5
Cristina Romero de Alba Director from May 5 out of 5
Nicholas Batram Director from May 5 out of 5
Petter Nylander Director until May 3 out of 3
Nicolas Adlercreutz Director until May 3 out of 3
Steve Salmon Director until May 3 out of 3
Karolina Pelc Director until May 3 out of 3

===== SIDA 33 =====

Management commentary  |  Back to content
33
Gentoo Media | Annual Report 2024  |  Corporate governance
11. Remuneration to the board of directors
The codes are complied with and variable remuneration  
for the board is not allowed in the Norwegian code,  
which the company follows. The remuneration to board 
members is at a sufficiently competitive level to ensure 
the desired composition of the board. The remuneration 
is resolved by the annual shareholder meeting, is a fixed 
amount, and has no performance-related elements.
The annual shareholder meeting in May 2024 resolved  
the remuneration of the board of directors, including  
remuneration for the remuneration committee and the  
audit committee. Remuneration to the board is listed in 
note 2.4 in the 2024 consolidated financial statements.
No board members have share options and no board 
members take part in incentive programs available for 
management and/or other employees.
A general rule is that no members of the board of directors 
(or companies with which they are associated) shall take on 
specific assignments for the company in addition to their 
appointment as director. If such assignments are made,  
they shall be disclosed to the board of directors, and the 
remuneration shall be approved by the board of directors.
12. Remuneration of the executive personnel
The codes are complied with. The board sets the remuner-
ation for the CEO. The board also establishes guidelines 
for the remuneration of other members of senior  
management, including the level of fixed salaries,  
the principles for and scope of bonus schemes, and  
any option grants. Performance-related remuneration  
is subject to an absolute limit.
The company has not issued a remuneration report,  
however, the policy for remuneration to senior management 
and the amounts paid in 2024 are described in note 2.4, 
and the company’s incentive stock option programs  
are described in note 2.5 in the 2024 consolidated  
financial statements.
The company has a remuneration committee, consisting  
of two directors, Mikael Harstad (committee chair) and  
Hesam Yazdi. For the fiscal year 2024, the remuneration 
committee had monthly committee meetings with both 
members present in all meetings, together with the  
company’s CEO and director of People and Communication.
13. Information and communications
The codes are complied with. The company assigns  
importance to informing its owners and investors about  
the company’s development and economic and financial 
status. Prompt financial reporting reduces the possibility 
 of leakage and contributes to the equal treatment of 
shareholders. Responsibility for investor relations (IR) and 
price-sensitive information rests with the company’s CEO 
and CFO, including guidelines for the company’s contact 
with shareholders other than through general  
meetings.All information distributed to the company’s 
shareholders is available through the company’s website. 
Each year the company publishes the dates of reporting 
for planned major events to the market.
The company provides an annual sustainability report  
that is made available on the company’s website. The 
company has not presented a separate remuneration  
report, but information on remuneration to the board  
of directors and management, and share option plans,  
are available in the annual report.
14. Take-overs
The codes are complied with. The company has no  
restrictions in its Articles of Association regarding company 
takeovers, and the board of directors is pragmatic  
with respect to a possible takeover of the company. 
If a takeover bid is made for the company, the board of 
directors will ensure that shareholders are given sufficient 
and timely information and make a statement prior to  
the expiry of the bid, including a recommendation as  
to whether the shareholders should accept the bid.
The main responsibility of the board of directors under 
such circumstances is to maximise value for the shareholders, 
while simultaneously looking after the interest of the  
company’s employees and customers.
15. Auditor
The company has an audit committee consisting of  
two directors, Cristina Romero de Alba (committee  
chair) and Nicholas Batram. For the fiscal year 2024,  
the audit committee had three committee meetings  
with both members present, and had meetings with  
the external auditors regarding the third quarter  
review and the annual financial statements. 
The auditors have presented a review of their work  
to the audit committee, and the company’s internal  
procedures, including an explanation of the results  
and information about the statutory audit.
The company has not developed any specific guidelines 
for the management’s opportunity to use the auditor  
for other services than audit. The auditors are used  
as advisors for general financial purposes, preparing  
tax returns, and general tax advice. 
The auditors did not participate in the board meeting  
which finally approved the annual financial statements  
for 2024, but participated in previous board meetings  
and audit committee meetings discussing the annual  
report. Management and the audit committee presented 
the auditors’ comments to the board of directors.  
The auditors have been available for questions and  
comments at the board of directors’ discretion.
6.1  |  Governance framework

===== SIDA 34 =====

Management commentary  |  Back to content
34
Gentoo Media | Annual Report 2024  |  Corporate governance
This section provides an overview of industry- and  
company-specific risks which impact the company’s 
growth and sustainability in the longer term.
 
Geopolitical risk
The Group operates within the entertainment industry.  
As such, the success of its business is ultimately  
dependent on the end customers’ disposable  
income, which is primarily driven by geopolitical factors  
affecting stability, trade, job security and inflation. 
For example, the ongoing conflict between the West  
and Russia may have an indirect impact on the company.  
In particular, as it relates to Russia’s actions in Ukraine,  
and the sanctions imposed against Russia and Belarus,  
Russian and Belarusian officials, companies and individuals. 
This impact may be felt through inflation, rising operational 
costs, loss of supply chains, loss of potential future busi-
ness and general market challenges affecting the global 
financial markets and global economies.
Financial risk
The continuation of the company as a going concern  
depends on its ability to generate revenue and profits  
from its operations and its ability to raise sufficient  
funding to meet any short-term or long-term needs.  
There is no assurance that the company will be profitable in 
the future, which could obstruct the raising of new capital, 
if necessary. In addition to the above, the Group faces the  
risk that customers are not able to pay for the services  
rendered when these fall due.
For further description on risk factors, see note  
5.4 to the consolidated financial statements.
Regulatory compliance risk
Gentoo Media Inc. is a holding company and does not  
conduct any operations itself. Through its subsidiaries,  
the company is active in a highly regulated online gaming 
market as well as several markets which are not yet 
 regulated. Legislation concerning online gaming is  
under review in certain jurisdictions, and in some  
circumstances, previous opportunities to offer gaming 
products to certain customers based in some markets  
on principles of freedom to provide services may be  
impacted by new legal restrictions being imposed.
In other cases, previously unregulated jurisdictions  
pass legislation regulating the market and while this  
creates new opportunities to offer products and services  
to those markets with legal certainty, such development 
also increases costs by fragmenting the international  
gambling market into national markets with a multitude  
of different requirements in terms of products,  
advertising and regulatory compliance. Depending  
on the regulatory structure of a given jurisdiction,  
the company may require licences to offer its various  
Risk management
6.2

===== SIDA 35 =====

Management commentary  |  Back to content
35
Gentoo Media | Annual Report 2024  |  Corporate governance
services, may become subject to pay licence or  
regulatory fees, or become subject to additional  
taxes. Where the company is not directly licensed  
to operate, regulatory risks as described above are  
still indirectly applicable to the company when operating  
in regulated markets, by extension, through the  
laws and regulations applicable to its clients.
 
Any changes in regulations, laws, or other political  
decisions in the jurisdictions where the company  
operates may have a positive or negative effect on its  
operations. For instance, it may be the case that a market 
which is of significance to the company and which is  
presently unregulated becomes subject to commercially 
 unfeasible or unfavourable regulation or fiscal regimes, 
which could be a detriment to the company. 
This evolving environment and the company’s continuing 
international expansion brings further complexity to  
its multi-jurisdictional regulatory position. In particular, 
 its tasks to fulfil regulatory requirements, and meet  
compliance in its advertising and responsible gaming  
regulation. The risk of non-regulatory compliance,  
the failure to obtain licenses (and the loss thereof),  
and/or failure of satisfying any conditions/terms  
under any existing licenses create an uncertain business  
environment and may hinder the Group’s ability to  
evelop and grow the business. Changes in legislation  
or enforcement practices could force the Group to exit 
markets, result in direct financial penalties, and result  
in sanctions or litigation. Ultimately having a material  
adverse effect on the Group’s business, financial  
position, profits and prospects.
The Group mitigates this risk through the monitoring  
of legal developments and implementation of relevant  
developments on the Group’s own assets, and by seeking 
external advice to assist with the assessment of risk  
exposures as appropriate. The Group also prioritises  
continuous education and updates for all staff regarding 
new and applicable regulatory developments, ensuring 
thorough awareness and alignment with any changes  
implemented. 
This proactive approach underscores our commitment  
to operating with integrity and regulatory adherence  
in every aspect of our business.
Market dynamics
Various governments have passed or are mulling the  
idea of passing laws or regulations intended to limit  
gambling advertising. Whereas in some markets, such  
laws and regulations are nuanced and directly aimed  
at protecting the young and vulnerable (such as the  
regulations in force in Sweden and Great Britain), some 
countries (such as Belgium) are introducing blanket  
advertising bans severely restricting the company’s  
ability to carry out its business. 
Other countries, such as the Netherlands, prohibit the  
use of certain advertising channels and have placed  
time restrictions where digital advertising is limited  
to specific times of the day. Further limitations which  
are being adopted and/or considered more frequently 
include deposit limits and a ban on bonuses, such as is  
the case in Germany and Brazil (respectively), which  
indirectly limit the company’s revenue potential.
Regulation may also prohibit certain compensation  
models generally adopted by affiliates in return for  
directing traffic. Some jurisdictions allow different  
levels of compensation depending on the level of  
affiliate registration and/or license obtained - such  
is the case across several US states.
Competition risk
The Group faces competition from a number of existing 
competitors, as well as potential new competitors, which 
could result in a loss of market share and diminished profits 
for its operations. In this respect, there is an increased  
risk of competition when entering newly regulated  
markets due to competition from incumbent affiliates. 
The competitive nature of the industry is further  
characterised by the adoption of technological  
advances, demanding customer requirements and  
frequent innovative product offerings. Excluding  
negative external factors beyond its control, the Group’s 
future success is heavily reliant on its ability to enhance  
its current product portfolio through new product  
offerings and continuous improvement, create attractive 
advertising campaigns, maintain relations with existing  
and new partners and suppliers, and having the  
resources to sustain such development and growth. 
Failure to quickly respond and adapt to market  
demands and competition risk could adversely  
affect the Group’s financial performance.
Dependency on key customers and partners
The performance of the customers and market- 
related dynamics have an impact on the company’s  
performance. Due to the dynamic nature of the affiliate 
marketing industry, just as new customers are regularly  
onboarded, the company also realises that existing  
relationships may simultaneously plateau or decline.  
While the company has a broad and diverse customer 
base, a small subset of key customers and partners  
account for a significant portion of its revenue. In this  
context, the loss of one or more of such customers or  
partners would have a negative impact on the company’s 
financial performance. To mitigate this risk, the company 
seeks to secure long-term partnerships and recurring  
revenue models with its customers. The company is,  
therefore, heavily reliant on the strength of the relationship 
and level of service it provides to its customers, which  
ultimately translate into some of the company’s key  
6.2   |   Risk management

===== SIDA 36 =====

Management commentary  |  Back to content
36
Gentoo Media | Annual Report 2024  |  Corporate governance
intangible assets. However, while the growth of the  
company depends on the quality, enhancement, and  
innovation of its service offerings, the promotions, offers 
and overall product provided by its customers plays an 
equally crucial role in attracting end-users. The Group  
may face challenges with the attractiveness and user  
engagement of inferior products from customers  
who limit their efforts in product design and campaign 
strategy, which may, in turn, impact the Group’s financial 
performance negatively.
Unsuccessful integration of acquisitions
The company believes that the acquisition in 2024  
of CasinoMeister, Titan and certain other affiliate  
websites  will result in certain benefits, including  
expanded market coverage and client base as well  
as certain cost synergies and operational efficiencies.
In order to realise these anticipated benefits, the  
businesses of the company and newly-acquired 
businesses must be successfully integrated. The  
success of these acquisitions depends on the Group’s 
ability to realise these anticipated benefits. The Group  
may fail to reap the anticipated benefits if integration  
is subpar and will not benefit from the economies of  
scale anticipated.
Supply chain dependencies
From a supply chain perspective, the company’s product 
offerings rely heavily on search engine optimization  
(SEO), making third-party search engines – particularly  
Google’s – critical to its operations. Changes to search 
 engine algorithms can significantly impact the business  
by disrupting Gentoo’s search rankings, reducing traffic  
to the company’s websites. 
Generally, minor algorithm changes do not have any  
noticeable impact on the overall search engine result 
page, however, core algorithm updates may have a  
considerable impact on search results, and therefore,  
the visibility and ranking of our websites. Our flagship  
site, CasinoTopsOnline was particularly hit in Q1 2024  
following the roll-out of Google’s core update in March,  
although it has since then been slowly recovering losses 
and continues on a positive trajectory. 
Through the diversification strategy, we have also focused 
on other, smaller assets and although the fourth quarter 
was impacted by two Google core updates, no material 
impact was reported on Gentoo’s portfolio of websites. 
 
This is because one of the larger sites in our portfolio,  
targeting a specific market, saw a notable positive  
spike in rankings while two smaller websites in the portfolio 
were hit negatively. Combined, the impact was neutral. 
For further details about risks from a supply chain  
perspective, please see our statutory Sustainability  
report www.gentoomedia.com. 
IT, Cybersecurity and data protection risk
The company is dependent on the stability and optimal 
performance of its systems. Failure can result from bugs, 
errors (including fault and negligence-based errors) and 
capacity, amongst others. Failure could harm the business 
and financial performance. An IT failure which leads to  
system downtime will impact operations and have a  
direct negative impact on revenue, so systems have  
been put in place to detect and prevent adverse  
effects before they occur.
The Group processes large volumes of personal  
data, predominantly employee, customer and  
supplier data, and, to a lesser extent, player data.
It is crucial that the Group adheres to the obligations  
stemming from the EU’s General Data Protection  
Regulation (EU2016/679) (“GDPR”), by adopting the  
data minimisation principle,  respecting the rights of  
data subjects, and adopting technical and organisational 
measures to protect stored personal data.  
 
Internally, the Group follows information security  
best practices as outlined in ISO 27001:2013 to  
ensure data confidentiality, availability and integrity.  
 
Such measures not only safeguard the privacy of individuals 
but also reduce the risk of defaulting under GDPR, which 
may subject the Group to hefty administrative fines.  
However, despite having such processes in place, our  
IT systems are still susceptible to attacks and hacking  
attempts, of no certainty of avoiding attacks or other  
hostile attempts to systems and servers,  which have  
been on the rise since the outbreak of the COVID-19  
pandemic and escalating tensions in East Europe.
Currency fluctuation risk
The company is exposed to exchange rate fluctuations, 
with revenues and operating expenses divided primarily 
between EUR, DKK, NOK, SEK, GBP, NZD, AUD and  
USD. Exchange rates affecting the Group are mainly  
the fluctuations in the SEK rate against EUR on its bond 
(denominated in SEK), but also between USD against EUR. 
 
Exchange rate fluctuations affect the Group in  
three main areas: 
/ Corporate payments in different currencies  
give rise to transaction risks 
/ Receivables and debt in foreign currencies give rise  
to exchange rate differences when accounted in EUR 
/ The translation of shareholders’ equity into  
EUR carries transaction differences that affect 
the consolidated shareholders’ equity. 
 
6.2   |   Risk management

===== SIDA 37 =====

Management commentary  |  Back to content
37
Gentoo Media | Annual Report 2024  |  Corporate governance
The Group does not regularly enter into forward contracts 
or options to hedge against exposure to transaction  
risk, hence, negative fluctuations in exchange rates  
could result in a material adverse effect on the Group’s  
operations, financial position and earnings.
 
Dependency on management and key employees 
The company’s largest asset, other than its customers,  
is its employees. The Group’s success is driven by and 
largely depends on its ability to recruit, train and retain  
key personnel such as the board of directors, the CEO,  
 
 
 
the rest of the management team and certain skilled  
specialist employees, particularly operational and  
technical personnel. Failure to hire, train and retain  
key employees or to integrate new talent to supplement 
the existing team could affect the Group’s ability  
to successfully implement its business objectives  
and thus adversely impact its financial performance.
6.2   |   Risk management

===== SIDA 38 =====

Management commentary  |  Back to content
38
Gentoo Media | Annual Report 2024  |  Corporate governance
Composition of the board in 2024
As of 1 January 2024, the company’s board of directors  
was composed of seven members, namely Petter  
Nylander (as chairman), Nicolas Adlercreutz, Mikael  
Riese Harstad, Hezam Yazdi, Karolina Pelc-Steenkamp, 
Tomasz Juroszek and Stephen Salmon. 
The annual meeting of shareholders held in May 2024  
resolved that the board of directors should consist of  
five members and resolved to re-elect Mikael Harstad  
as director of the board and elect him as the new  
chairman, to re-elect Hesam Yazdi as director of the  
board, and to elect Cristina Romero de Alba, Mateusz  
Juroszek and Nicholas Batram as new directors of  
the board.
In September 2024, a special meeting of shareholders  
resolved to increase the board of directors from five  
to six members and to elect Tomasz Juroszek as new  
member of the board of directors.
In April 2024, as part of overall transaction leading to  
the eventual segregation of the ‘Media’ business from  
the ‘Platform & Sportsbook’ business, the nomination 
committee proposed that there be two separate board  
of directors to each manage the separate lines of  
business, with the aim of optimising the growth  
opportunities for each business entity.
Furthermore, the company’s board of directors has  
established an audit committee, consisting of Cristina 
Romero de Alba (as committee chair) and Nicholas  
Batram, and a remuneration committee consisting of  
Mikael Harstad (as committee chair) and Hesam Yazdi.
The members of the board of directors of the  
company are independent from senior management  
and accordingly, may be considered non-executive  
directors. That said, it should be noted that Mateusz  
Juroszek and Tomas Juroszek, being two of the directors 
and also representatives for the Juroszek family, are  
also the ultimate shareholders of the company. As of  
31 December 2024, Mateusz Juroszek indirectly held  
18.0% of shares in the company, and the Juroszek  
family combined 26.3%. 
Certain other directors also hold minority stakes in the 
company. Notwithstanding this, appropriate conflicts  
of interest measures are in place to ensure effective  
corporate governance in relation to decision-making  
and board proceedings. Furthermore, in the opinion  
of the board, the composition of the board of directors 
responds to the company’s needs for varied competency, 
continuity and changes in ownership structure.
None of the directors hold any options or are entitled  
to any severance payment upon termination or  
expiration of their service on the board.
For details about compensation to board  
members and senior management, see note  
2.4 in the consolidated financial statements.
At Gentoo Media, we value diversity across all levels  
and forms part of our core mindset. We believe that  
a diverse workforce brings about varied skill sets  
deemed pivotal to strengthening our company in  
general, its management, whilst also enhancing  
overall performance. 
This principle is also applied when assessing  
prospective board members, taking into account  
 varied criteria, including age, gender, educational  
and professional background and involvements.
Given the company’s varied geographical presence  
and outreach, regard is also given to a prospect’s  
geographical provenance and international experience. 
We believe that by applying such criteria, elected board 
members should share sufficiently diverse views and  
expertise, which are deemed essential to ensure  
proper understanding of current affairs and longer- 
term business risks and opportunities necessary  
for effective strategy and decision-making.
The table below presents our current board  
members, outlining key appointment dates,  
involvements and backgrounds.
6.3 
Board of Directors of Gentoo Media

===== SIDA 39 =====

Management commentary  |  Back to content
39
Gentoo Media | Annual Report 2024  |  Corporate governance
Mikael Riese 
Harstad
Chairman of the board 
Y ear and place of birth 
1981, Sweden 
First elected as chairman, May 2024 
as director, May 2022
 
Term  
2024
Hesam  
Yazdi 
Director  
Y ear and place of birth 
1985, Sweden
 
First elected 
May 2022
 
Term 
2024
Mateusz  
Juroszek 
Director 
Y ear and place of birth
1987, Poland 
First elected 
May 2024
 
Term 
2024
6.3  |  Board of Directors of Gentoo Media
Mikael is a partner of Optimizer Invest Ltd and has been a major  
shareholder in the company, both through Optimizer Invest and  
personally, since 2016. Mikael has a long experience in both online  
gambling and mergers and acquisitions and has been acting as  
board member and senior advisor for companies like Catena  
Media, The Game Day, the Betit Group, Skilling and Speqta.
Committee memberships 
Remuneration committee (chair)
Non-executive positions 
Board member, Sightic Analytics AB
Board member, Skilling holding Plc, Board Member, Otem AB
Board member, Gaming Innovation Group Software PLC 
Educational background 
Masters of Laws degree, University of Lund.
 
Shareholdings as of 31 December 2024: 864,403
Hesam has been a very active shareholder in the company for many 
years and for the last 12 months, he has actively been responsible  
for the company’s investor relations and also been providing investor 
relations advice to the board of directors. Hesam is also running his  
own investment company, Mocca Investment Group, which invests  
in both listed and unlisted companies.
Committee memberships  
Remuneration committee
 
Non-executive positions 
Board Member, Gaming  
Innovation Group Software PLC 
Educational background 
Law courses at Stockholm University
 
Shareholdings as of 31 December 2024: 955,500
Mateusz has 20 years of involvement in the iGaming sector, primarily as the 
CEO of Poland’s largest bookmaker, STS, from 2012 to 2023. He has also 
served as an investor in various gambling ventures worldwide. In 2023, 
 the Juroszek family sold of a majority stake in STS Group, integrating it into  
the Entain Group through the Entain CEE vehicle, a joint venture of the  
London-listed Entain Group, EMMA Capital, and the Juroszek family.  
Furthermore, he has founded Betplay Capital, one of the largest investment 
funds in the iGaming sector, managing approximately EUR 750 million. 
 
Committee memberships 
N/A 
 
Non-executive positions 
Chairman, STS S.A. 
Chairman,  ATAL S.A.
Educational background 
Faculty of Strategic Management at Kozminski University in Warsaw, Poland
Shareholdings as of 31 December 2024: 24,190,151
Professional background 
Partner, Optimizer Invest Ltd.
Professional background 
Mocca Investment Group
Professional background 
CEO, MJ Investments

===== SIDA 40 =====

Management commentary  |  Back to content
40
Gentoo Media | Annual Report 2024  |  Corporate governance
Cristina has a versatile background in finance and law, serving as a  
partner at LOYRA. She leads one of the most prominent M&A and  
regulatory practices in the gambling and betting industry, with a  
particular emphasis on the Americas. Over her 12 years of industry  
experience, she has provided counsel to institutional and strategic  
investors, operators and suppliers across more than 30 countries
 
Committee memberships  
Audit committee (chair) and  
ESG & compliance committee
Non-executive positions 
Board member at ICRG (International Center for Responsible Gaming), USA 
Board member at OMNIGAME, Denmark
Educational background 
Double degree in law and finance from  
the Universidad Carlos III in Madrid and  
holds additional degrees from UCLA  
and IE (Instituto de Empresa)
Nick recently established his consulting business after serving as  
Group Director of M&A and Corporate Development at Entain plc,  
a leading gaming company and a constituent of the FTSE100. During  
his eight-year tenure at Entain, Batram played a pivotal role in the 
group’s expansion and geographic diversification, overseeing over  
20 transactions totalling approximately $10 billion across various  
regions. Before joining Entain, he accrued around 30 years of  
experience in the finance industry, specializing in Leisure & Gaming.  
His expertise was recognized when he was voted the No.1 Leisure  
& Gaming analyst in the Extel Survey as voted for by corporates). 
Committee memberships  
Audit committee and ESG  
& compliance committee 
 
Non-executive positions 
Hornby PLC
Educational background 
N/A
Tomasz is CIO of Betplay Capital, a family-owned investment company  
focused on investing in gambling and closely-related industries with 
over 120 million dollars assets under management. Tomasz has over 5 
years of experience in the industry, including roles in STS and Betplay 
Capital. Tomasz is an investment expert with experience gained in  
Firstminute Capital – seed level venture capital based in London,  
as well as in Juroszek Holding – managing portfolios of Polish equities.
Committee memberships 
 N/A
 
Non-executive positions  
Vice-Chairman of the Supervisory Board at Granit, Poland
Educational background  
Masters of International Business degree from Base Business School 
(formerly Cass)
 
Shareholdings as of 31 December 2024: 6,433,026
Professional background 
Partner, LOYRA
Professional background 
Director Fox Burrow  
Consulting Ltd
Professional background 
CIO, Betplay Capital
6.3  |  Board of Directors of Gentoo Media
Cristina  
Romero de Alba
Director  
Y ear and place of birth
1981, Spain  
 
First elected  
May 2024
Term
2024
Nicholas  
Batram 
Director 
Year and place of birth 
1968, United Kingdom 
First elected 
May 2024
 
Term 
2024
Tomasz  
Juroszek 
Director 
Y ear and place of birth  
1998, Poland 
First elected  
May 2023
 
Term 
 2024
 
Independent
Independent

===== SIDA 41 =====

Management commentary  |  Back to content
41
Gentoo Media | Annual Report 2024  |  Corporate governance
The work of the management
The board of directors appoints the management. 
 The management  is in charge of the day-to-day management  
of Gentoo Media through the management teams per the  
guidelines and instructions given by the board of directors. 
Composition of the management group
Following the split Gentoo Media had to establish a new  
management group, which comprise of the following:
 
The Executive Management of Gentoo Media consists of:
 
 / Jonas Warrer (Chief Executive Officer)
 
 / Mads Haugegaard Albrechtsen (Chief Financial Officer)
 
 / Milorad Matejic (Chief Operating Officer)
 
 / Gioacchino Morsicato (Chief Sales Officer)
 
 / Vadim Jefimenko (Chief Technology Officer)
 
 / Morten Hillestad (Chief Strategy Officer)
 
Non-Executive Management of Gentoo Media 
 / Tore Formo (Company Secretary & Head of Corporate Governance)
 / Paul Gatt (General Counsel)
Jonas  
Warrer 
Chief Executive Office 
 
Y ear and place of birth  
1978, Denmark
 
Term 
2019
Mads Haugegaard  
Albrechtsen  
Chief Financial Officer 
 
Y ear and place of birth  
1990, Denmark  
Term 
2025
6.4
Management in Gentoo Media
With more than 16 years of experience in the iGaming industry,  
Jonas Warrer established the media/affiliate firm Rebel Penguin  
in 2007. He successfully positioned his company as a leading iGaming 
affiliate in the paid marketing space and sold it to GiG (later Gentoo  
Media) in 2017. Warrer began his career with GiG Media as the General 
Manager of its Copenhagen office and later served as the Interim  
Director of Marketing for GiG Gaming.  
 
In 2019, he was promoted to the role of Managing Director of GiG Media, 
where he has been driving the business to greater success in the years 
since. Since 2023, he has been Group CEO of Gaming Innovation  
Group and post-split CEO of Gentoo Media (Formerly GiG Media). 
Educational background 
Master of Science (MSc) in Management of Innovation  
and Business Development, Copenhagen Business School
Mads brings extensive experience from his roles as auditor and adviser 
for companies on just as transformational and fast-growing journeys  
as Gentoo Media. His talents include financial strategy, transformation  
of finance functions, capital structure, M&A, risk management and  
external reporting – across multiple industries. Furthermore, Mads  
has served in different leadership positions within Deloitte and brings  
a deep commercial understanding and mindset, combined with a  
solid technical understanding of finance. Before Mads started as  
CFO, he was the senior partner and global lead of the Gentoo Media  
account at Deloitte, which gave him an in-depth knowledge and  
understanding of Gentoo Media. 
Educational background 
Master of Science (MSc) in Business  
Economics and Auditing (CMA), Auditing and Administration

===== SIDA 42 =====

Management commentary  |  Back to content
42
Gentoo Media | Annual Report 2024  |  Corporate governance
Milorad  
Matejic  
Chief Operating Officer 
 
Y ear and place of birth 
1981, Serbia
 
Term  
2019
 
Gioacchino  
Morsicato  
Chief Sales Officer  
Y ear and place of birth 
1979, Italy 
Term 
2017
 
Vadim  
Jefimenko 
Chief Technology Officer 
 
Y ear and place of birth 
 1983, Estonia 
Term 
2018
6.4   |   Management in Gentoo Media
With over 16 years of deep-rooted experience in the iGaming  
industry and a proven track record in search engine optimisation  
(SEO), Milorad Matejic has been instrumental in shaping the success  
of Rebel Penguin and, later, Gentoo Media since joining in 2016.  
 
As Director of Publishing, he spearheaded the company’s expansion  
into new markets and led the strategic diversification of its portfolio.  
In 2024, Matejic was appointed Chief Operating Officer, a role in  
which he channels his broad industry expertise to optimise operations, 
foster innovation, and drive sustainable growth across the organisation. 
Widely recognised as an authority in the SEO and affiliate marketing 
space, Matejic is a regular speaker at major industry conferences,  
where he shares insights on the evolving SEO landscape and its  
impact on digital performance in the iGaming sector. 
Educational background 
Master of Arts (M.A) in Human Rights
Gioacchino Morsicato brings over 20 years of experience in sales and 
client relationships across various industries and countries, with the  
past decade focused on the iGaming sector. His strong analytical  
skills and passion for business have been instrumental in driving market 
expansion for Gentoo Media and forging strategic partnerships with key 
industry players. Over the last five years, Gioacchino has played a crucial 
role, contributing significantly to Gentoo Media’s growth and success, 
strengthening its position in the competitive iGaming landscape.  
Educational background 
Master of Science (MSc) in Economics and Business, University  
of Palermo Department of Economics, Business and Statistics
IT professional with over 20 years of experience, including 10+  
in the online gaming industry. Vadim’s career began in software  
development, evolving to roles in engineering leadership and  
technology strategy, where he led teams, managed mid to large- 
scale initiatives, and aligned technology with business objectives. 
Joined Gentoo Media in 2018, and for the past 4 years as a strategic 
 tech leader at Gentoo Media, Vadim has set the technological vision, 
driven innovation, and ensured solutions that support long-term  
goals and transformative growth. 
 
Educational background 
Bachelor of Science (BSc) in Computer Science

===== SIDA 43 =====

Management commentary  |  Back to content
43
Gentoo Media | Annual Report 2024  |  Corporate governance
Morten  
Hillestad 
Chief Strategy Officer 
 
Y ear and place of birth  
1983, Norway
 
Term 
2015
 
Paul  
Gatt 
General Counsel 
 
Y ear and place of birth 
1992, Malta
 
Term  
2022
Tore  
Formo 
Company Secretary & Head  
of Corporate Governance 
 
Y ear and place of birth
 1964, Norway 
Term 
2015
 
Morten Hillestad has over 15 years of experience in M&A, business  
development, and strategy within the technology and iGaming sectors. 
He established the foundation that became GiG Media, where he  
played a key role in scaling the business. Since joining the company,  
he has led all media acquisitions, new business expansion, and  
corporate strategy, driving significant growth and market positioning. 
 
Educational background 
Master of Science (MSc) in Energy Management, Nord University  
& MGIMO University, Royal Norwegian Air Force Academy
Paul graduated as a Doctor of Laws from the University of Malta in  
2016 and was subsequently admitted to the Maltese Bar as a warranted 
advocate. Before joining Gentoo Media (formerly GiG Media), he gained 
valuable experience at a leading Maltese bank and a top-tier Maltese  
law firm, where he worked on complex corporate and commercial  
matters. He is also an alumnus of the London School of Economics  
and the University of Glasgow, where he pursued further studies in 
sports, business, and corporate law. 
 
Paul is an executive member of the board of the Malta IT Law  
Association and an affiliate member of the esteemed International  
Masters of Gaming Law (IMGL). 
Educational background
Doctor of Laws from the University of Malta
Tore Formo brings extensive financial expertise to Gentoo Media,  
spanning traditional banking, equity market analysis, and start-ups.  
He joined the company in 2015, playing a key role in the company’s  
listing on the Oslo Stock Exchange and is the primary point of contact 
for the company’s listed shares and bonds. As the company Secretary, 
he oversees corporate group functions, including corporate  
governance and shareholder-related issues. 
 
Educational background 
Pursued studies in Business Administration with a specialisation 
 in finance from BI Norwegian Business School in Oslo, Norway  
as well as Universtät Mannheim, Germany.
6.4   |   Management in Gentoo Media

===== SIDA 44 =====

Management commentary  |  Back to content
44
Gentoo Media | Annual Report 2024  |  Corporate governance
The share 
Gentoo Media has been listed on the Euronext  
Oslo Børs (Norway) main market since 2015, with  
the ticker symbol “G2MNO”. From March 2019, the  
share has been dual listed on the Nasdaq Stockholm  
(Sweden) main list, with the ticker symbol “G2M”.  
Gentoo Media has Norway as its home member state.
On 30 September 2024, the company effected its  
split into two independently listed entities. Gentoo  
Media continues as an independent public company  
and a pure media business, advancing the business’s  
journey as a market-leading affiliate in the  
iGaming industry. 
The platform business was distributed to the  
shareholders and continued as an independent  
B2B company named GiG Software PLC, providing  
its proprietary platform and sportsbook technology 
across the global iGaming sector. The purpose  
of the split was to optimise growth opportunities  
and ensure each business could benefit from  
the strategic and financial flexibility of its distinctive  
business models.
In connection with the split of the company, the special 
meeting of shareholders held on 23 September 2024,  
resolved to change the company’s name from Gaming 
Innovation Group Inc. to Gentoo Media Inc.
 
 
Shareholder matters 
As of 31 December 2024, Gentoo Media had a total  
number of issued shares of 134,707,97 4 (par value USD 
0.001) outstanding. In addition, 1,119,600 options were 
outstanding. The issued shares are divided between  
approximately 7,000 shareholders registered in the  
Norwegian VPS system and with Euroclear Sweden.  
All shares carry one vote. The number of authorised  
shares is 150,000,000 as of 31 December 2024.
Adjusted for the distribution of the GiG Software Plc  
shares to the shareholders, the opening share price on  
2 January 2024 was NOK 25.37. Closing price on 30  
December 2024 was NOK 24.75, corresponding to  
a market cap of NOK 3,334 million (EUR 281 million).  
Highest closing price was NOK 29.84 on 17 April 2024  
and lowest closing price was NOK 23.09 on 21 June 2024.
Industry Oslo Børs Electronic  
Equipment Manufacturers
Industry Nasdaq Stockholm Technology
ISIN code US36467X2062
6.5
Shareholder information 
Jan
0 0
50
Share price
Share price
Volumes
Volumes
1,800,000
45 1,600,000
40 1,400,000
35 1,200,000
30
1,000,000
25
20
200,000
15 200,000
10 200,000
5 200,000
Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
NOK 29.84
Highest Lowest
NOK 23.09
17 April 2024 21 June 2024

===== SIDA 45 =====

Management commentary  |  Back to content
45
Gentoo Media | Annual Report 2024  |  Corporate governance
Board of directors and executive  
management’s shareholdings 
 
The following table shows the number of shares,  
options and warrants held by the members of the 
Board of Directors and Executive Management of 
Gentoo, including close associates, or companies 
controlled by the board of directors or the  
management, as of 31 December 2024.
Name Position Shares Options Total
Mikael Harstad Chairman 864,403 -   864,403
Hesam Yazdi Director 955,500 - 955,500
Mateusz Juroszek Director 24,190,151 -   24,190,151
Tomasz Juroszek Director 6,433,026 -   6,433,026
Cristina  
Romero de Alba Director - - -
Nicholas Batram Director - - -
Jonas Warrer Chief Executive  
Officer 754,868 60,000  814,868
Tore Formo
Company Secretary 
& Head of Corporate 
Governance
458,167 60,000 518,167
Milorad Matejic Chief Operating  
Officer 5,7 41 54,000 59,7 41
Morten Hillestad Chief Strategy Officer 1,138,938 14,500 1,153,438
Gioacchino  
Morsicato
Chief Sales  
Officer 29,200 25,000 54,200
Vadim Jefimenko Chief Technology  
Officer - 27,000 27,000
Bond programme 
In December 2023, the company completed the  
issuance of new 3-year EUR 75 million equivalent senior 
secured bonds, split into EUR 45 million and SEK 350  
million tranches, and with a combined borrowing limit  
of EUR 100 million equivalent and floating coupons  
of 3 months EURIBOR/STIBOR + 7.25% per annum.  
 
The net proceeds were used to call the 2021-24  
EK 550 million bond with ISIN:NO0011017097 in full  
including call premium, to partly finance the acquisition  
of KaFe Rocks and for general corporate purposes.
In June 2024, the company completed a EUR 15  
million subsequent senior secured bond issue under 
its existing EUR tranche bond loan, increasing the  
EUR tranche to EUR 60 million. The 2023-26 bonds  
are registered in the Norway Central Securities  
Depository and are listed on Nasdaq Stockholm  
nd Frankfurt Stock Exchange Open Market. The  
outstanding balance of the bond on 31 December  
2024 was EUR 89.1 million (2023: EUR 7 4.6 million).
The bonds are issued by Gentoo Media Plc, and  
the guarantors are Gentoo Media Inc. (Parent)  
and  Innovation Labs Limited, Rebel Penguin ApS,  
AskGamblers Limited and KaFe Rocks Limited.  
The 2023-26 bonds have ISIN codes NO0013024018 
(EUR) and NO0013095687 (SEK).
6.5  |  Shareholder information

===== SIDA 46 =====

Management commentary  |  Back to content
46
Gentoo Media | Annual Report 2024  |  Corporate governance
Annual meeting of shareholders May 2024
The annual meeting of shareholders was held on 22 May 
2024 in Stockholm, Sweden. 57.10% of the shareholders 
were represented at the meeting in person or by proxy.  
The annual meeting of shareholders resolved that the 
board of directors should consist of five members and 
 resolved to elect Mikael Riese Harstad as chairman  
of the board and to re-elect Hesam Yazdi as director,  
and to elect Cristina Romero de Alba, Mateusz Juroszek 
and Nicholas Batram as new directors. 
The meeting furthermore resolved that the remuneration 
for the board of directors was approved as proposed  
by the nomination committee, and that the principles  
for the appointment of the nomination committee were 
approved as proposed by the nomination committee.  
At the meeting, REID CPAs LLP was reappointed as the 
company’s auditor. 
Lastly, the meeting resolved the approval of giving  
the board of directors authority to buy back already  
issued and outstanding shares in the company and  
to dispose of such shares, all on such terms as the  
board of directors may deem fit, provided the company’s 
total holding of its own shares may not exceed 10% of  
the outstanding share capital of the company at any time. 
The authority resolved by this resolution shall expire on  
the date of the 2024 annual meeting of shareholders.
Special meeting of shareholders September 2024
A special meeting of shareholders was held on 23  
September 2024. The meeting resolved to approve  
the split of the company, distributing the Platform  
& Sportsbook business to the shareholders as an 
 independent public company, GiG Software PLC.
The Media Business remained with the company, and  
was renamed to Gentoo Media Inc. The split took  
place on 30 September 2024. The special meeting  
of shareholders also elected Tomasz Juroszek as  
new member of the board of directors, replacing  
Steve Salmon who resigned in June 2024. 
Special meeting of shareholders March 2025
A special meeting of shareholders was held on 13 March 
2025. The meeting resolved to delist the company’s 
shares from Euronext Oslo Børs. The company will  
maintain the listing of the shares on Nasdaq Stockholm. 
The company has submitted an application to delist  
the shares to Euronext Oslo Børs, and, given approval  
from Euronext Oslo Børs, a delisting is expected to be  
effected by the end of Q2 2025. The company’s share  
registry will continue in the Norwegian Central Securities 
Depository (Euronext Securities Oslo – ‘VPS’), with  
the shares held in Euroclear Sweden mirrored via  
a nominee account in the VPS.
 
Annual meeting of shareholders May 2025
The annual meeting of shareholders will be held  
on 27 May 2025 in Stockholm, Sweden. Minutes  
from the shareholder meetings and Notice for the  
upcoming annual shareholder meeting can be found  
on the company’s website: www.gentoomedia.com
 
Legal disclaimer 
 
 
 
 
 
 
 
 
 
 
Gentoo Media Inc. gives forecasts.  
Certain statements in this report are  
forward-looking and the actual outcomes  
may be materially different. In addition  
to the factors discussed, other factors  
could have an impact on actual outcomes. 
 
 Such factors include developments for  
customers, competitors, the impact of  
economic and market conditions, national  
and international legislation and regulations, 
fiscal regulations, the effectiveness  
of copyright for computer systems,  
technological developments,  
6.5  |  Shareholder information

===== SIDA 47 =====

Gentoo | Annual Report 2024
47
Financial statements

===== SIDA 48 =====

Gentoo Media | Annual Report 2024
Financial statements  |  Back to content
48
Content
Consolidated financial statements Parent company financial statementsNotes
Consolidated statement of comprehensive income  
Consolidated balance sheets 
Consolidated statement of changes in equity (deficit) 
Consolidated statement of cash flows
49
51
52
54
55
56
56 
57
60
62
84
85
87
88
90
107
108
109
111
64
65
67
69
70
72
91 
92
94
96
98
74
75
77
78
79
81
101
102
102
102
103
103
104
Section 4   |   Net working capital
Trade receivables  
Cash flow statement specification  
Income tax and deferred income tax 
Trade payables
Statement of comprehensive income  
Balance sheets  
Statement of changes in equity 
Statement of cash flows
Notes 
1 Basis of reporting 
2 Employee costs 
3 Other operating expenses 
4  Other Income and expenses 
5  Income tax 
6  Goodwill 
7  Investments in subsidiaries 
8 Share and capital structure 
9 Contingent liabilities
10 Financial instruments and risk management 
11 Related party transactions  
12 Events after reporting period
Section 5   |   Capital structure and financial items
Shares and capital structure  
Borrowings and interest   
Financial assets and liabilities   
Financial risks 
Section 3   |   Operating assets and liabilities
Intangible assets  
Impairment test  
Leases  
Acquisition of businesses
Discontinued operations and disposal  
groups held for distribution
Section 6   |   Other notes
Related party transactions  
Fees to statutory auditors  
Contingent liabilities  
Events after reporting period 
Comparative information
List of group entities
Section 1   |   Basis of reporting
General information
Significant changes and events
Basis of preparation
Key accounting estimates and judgements
Changes in accounting policies and disclosures
Section 2   |   Results of the year
Segment information
Revenue
Special items
Employee costs
Share-based payment schemes 
Financial statements
112
112
113
113
114
115
115
116
116
117
118
118

===== SIDA 49 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
49
Consolidated statement of comprehensive  
income for the year ended 31 December
EUR’000 Note 2024 2023
Revenue 2.2 122,773 88,621
Employee costs 2.4 -15,864 -10,603
Amortization and depreciation -17,625 -12,488
Impairment losses - -
Marketing expenses -32,020 -26,777
Other operating expenses -18,231 -11,739
Total operating income/(loss) before special items 39,033 27,014
Special items 2.3 -1,467 -
Operating income 37,566 27,014
Other Income and expenses 5.2 -13,969 -10,887
Profit before income taxes 23,597 16,127
Income tax 4.3 32 -3,244
Profit from continuing operations 23,629 12,883
Loss from discontinued operations 3.5 -78,912 -1,416
Profit/(loss) for the year -55,283 11,467
Other comprehensive income/(loss) 
Items that may be reclassified to the income statement:
              Exchange differences on translation of foreign operations                -195 -175
              Exchange difference transferred to loss from discontinued operations 373 -
Other comprehensive income/(loss) for the year 178 -175
Total comprehensive income/(loss) -55,105 11,292
Financial statements

===== SIDA 50 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
50
Consolidated statement of comprehensive  
income for the year ended 31 December – continued
Financial statements
EUR’000 Note 2024 2023
Profit/(loss) for the year is attributable to
              Owners of Gentoo Media Inc. -55,7 41 11,392
              Non-controlling interests 458 75
Total profit/(loss) for the year -55,283 11,467
Total comprehensive income is attributable to
              Owners of Gentoo Media Inc. -55,563 11,217
              Non-controlling interests 458 75
Total comprehensive income/(loss) -55,105 11,292
Basis and diluted earnings per share attributable to Gentoo Media Inc. Owners
               Basic earnings per share -0.42 0.10
               Diluted earnings per share -0.41 -0.01
Number of shares (1,000) 2024 2023
Issued shares 1 January 127,867 116,348
Issue of new shares, weighted average 4,451 11,519
Average number of outstanding shares 132,318 127,867
Dilutive effect from shared-based payments 1,119 1,915
Average dilutive number of outstanding shares 133,437 129,782
Average number of shares
Earnings per share
The following tables reflect the income and share  
data used in the basic and diluted EPS calculations.

===== SIDA 51 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
51
Consolidated balance sheets  
as of 31 December
EUR’000 Note 2024 2023
Assets
Non-current assets
Goodwill 3.1 44,429 40,793 
Other intangible assets 3.1 62,221 62,673
Property, plant and equipment 1,037 953
Rights-of-use assets 3.3 2,902 2,166
Deferred income tax assets 4.3 19,7 46 6
Other non-current assets - 958
Total non-current assets 130,335 107,549
Current assets
Trade receivables 4.1 27,085 18,501
Cash and cash equivalents 11,305 15,487
Total current assets 38,390 33,988
Assets held for distribution to owners - 131,099
Total assets 168,725 272,636
EUR'000 Note 2024 2023
Equity
Share capital 5.1 119 114,137
Share premium 197,584 71,856
Currency translation reserve -2,423 -2,601
Accumulated deficit -206,200 -91,396
Total equity attributable to owners of Gentoo Media Inc. -10,920 91,996
Non-controlling interests 1,240 315
Total equity (deficit) -9,680 92,311
Liabilities
Non-current liabilities
Borrowings 5.2 89,476 7 4,551
Lease liabilities 3.3 2,114 3,406
Deferred consideration 853 27,941
Contingent consideration - 391
Deferred tax liabilities 4.3 2,448 3,990
Other non-current payables - 1,863
Total non-current liabilities 94,891 112,142
Current liabilities
Borrowings 5.2 7,079 1,705
Trade and other payables 4.4 16,227 13,090
Lease liabilities 3.3 1,088 1,420
Deferred consideration 33,255 16,544
Contingent consideration 7 41 378
Current income tax liabilities 25,124 4,324
Total current liabilities 83,514 37,461
Liabilities directly related to assets held for distribution to owners - 30,722
Total liabilities 178,405 180,325
Total equity and liabilities 168,725 272,636
Financial statements

===== SIDA 52 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
52
Consolidated statement of changes in equity  
(deficit), for the year ended 31 December 2024
EUR’000 Share capital Share premium Currency translation reserve Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2024
Equity (deficit) at 1 January 114,137 71,856 -2,601 -91,396 91,996 315 92,311
Profit for the year - - - -55,7 41 -55,741 458 -55,283
Other comprehensive income: - - - - - - -
Currency translation differences - - -195 - -195 - -195
Recycling of accumulated exchange differences from disposal of Platform division - – 373 - 373 - 373
Total comprehensive income/(loss) for the year - - 178 -55,741 -55,563 458 -55,105
Transactions with owners:
Capital increase 5,293 6,662 - - 11,956 - 11,956
Reduction in share capital’s par value -119,311 119,311 - - - - -
Share based payments - 59 - - 59 - 59
Business combinations - - - - - 663 663
Changes in ownership interest in subsidiaries without loss of control - -304 - - -304 -196 -500
Distributions - - - -59,063 -59,063 - -59,063
Total transaction with owners -114,018 125,728 - -59,063 -47,352 467 -46,885
Equity (deficit) at 31 December 119 197,584 -2,423 -206,200 -10,920 1,240 -9,680
Financial statements

===== SIDA 53 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
53
Consolidated statement of changes in equity  
(deficit), for the year ended 31 December 2023
EUR’000 Share capital Share premium Currency translation reserve Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2023
Equity (deficit) at 1 January 107,967 61,884 -2,343 -102,788 64,726 240 64,966
Profit for the year - - - 11,392 11,392 75 11,467
Other comprehensive income - - - - - - -
Currency translation - 83 -258 - -175 - -175
Total comprehensive income/(loss) for the year - 83 -258 11,392 11,217 75 11,292
Transactions with owners:
Capital increase 6,012 8,192 - - 14,204 - 14,204
Share based payments 158 163 - - 321 - 321
Share compensations expenses - 1,534 - - 1,534 - 1,534
Total transaction with owners 6,170 9,889 - - 16,059 - 16,059
Equity (deficit) at 31 December 114,137 71,856 -2,601 -91,396 91,996 315 92,311
Financial statements

===== SIDA 54 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
54
Consolidated statement of cash flows for the years ended 31 December
EUR’000 Note 2024 2023
Cash flow from operating activities
Operating profit from continuing operations 37,566 27,014
Operating loss from discontinued operations -76,420 1,518
Changes in working capital -12,345 -4,088
Adjustments for non-cash items 84,876 16,370
Taxes paid -402 -166
Net cash flows from operating activities 33,275 40,648
Cash flow from investing activities - -
   Purchases of intangible assets -21,693 -20,763
   Purchases of property, plant and equipment -949 -1,454
   Acquisition of subsidiaries, net of cash acquired -17,167 -36,203
Net cash flows from investing activities -39,809 -58,420
Cash flow from financing activities
 Loan repayment -13,963 -3,829
 Proceeds from issuance of shares 9,459 10,273
 Net proceeds from bond refinancing and other borrowings 22,204 28,018
 Repayment of lease liabilities, principal part -2,349 -2,570
 Interests paid -10,612 -6,260
Net cash flows from financing activities 4,739 25,632
Net movement in cash and cash equivalents -1,795 7,860
Cash and cash equivalents at beginning of year 23,069 15,209
Cash and cash equivalents of distributed Platform & Sportsbook segment -9,968 -
Cash and cash equivalents at end of year 11,306 23,069
Cash and cash equivalents classified as held for distribution to owners - -7,582
Cash and cash equivalents at end of the  
period in the statement of financial position 11,305 15,487
The cash flow statement is presented using  
the indirect method and shows the composition  
of cash flows divided into operating, investing  
and financing activities and the changes in  
cash and cash equivalents during the year.  
 
Cash flows from discontinued operations  
are included in cash flows from operating,  
investing and financing activities together  
with cash flows from continuing operations,  
but separate specified in note 4.2.  
Cash flow from operating activities consists  
of earnings before depreciation, amortization  
and impairment (EBITDA) adjusted for changes  
in provisions and net working capital, other  
non-cash operating items and paid and taxes paid. 
 
Cash flow from investing activities comprises  
payments made and cash received in connection 
with the acquisition and disposal of businesses  
and non-current assets.
 
Cash flow from financing activities comprises 
changes in the size or composition of equity  
and loans, repayment of interest-bearing debt  
including lease liabilities and payments of interests.  
Cash and cash equivalents are comprised of cash on 
hand, deposits held at call with banks and e-wallets.
Accounting policies
Financial statements

===== SIDA 55 =====

Gentoo Media | Annual Report 2024 
Financial statements  |  Back to FS content
55
 Basis of reporting
Section 1
56   Note 1.1  /  General information 
56   Note 1.2  /  Significant changes and events 
57   Note 1.3  /  Basis of preparation 
60  Note 1.4  /  Key accounting estimates and judgements 
62  Note 1.5  /  Changes in accounting policies and disclosures

===== SIDA 56 =====

Gentoo Media | Annual Report 2024 | Section 1
56
Financial statements  |  Back to FS content
Company information
Gentoo Media Inc.(Gentoo Media) is a US corporation  
incorporated in the state of Delaware and traded on the 
Oslo Stock Exchange with the ticker symbol “G2MNO”  
and on Nasdaq Stockholm with the ticker symbol “G2M” 
(dual listing). The consolidated financial statements of 
Gentoo Media for the year ended 31 December 2024  
comprise Gentoo Media (the company”) and its subsidiaries  
(“the Group”). A list of subsidiaries is provided in note 6.6. 
The Group’s principal activities during 2024 were the 
provision of online gaming services, primarily casino  
and sports, provision of a remote gaming platform  
and affiliate marketing operations.
The 2024 annual report was discussed and approved  
by the Board of Directors of Gentoo Media on 10 April  
2025 and issued for approval at the subsequent annual 
meeting of shareholders on 27 May 2025.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following significant changes and  
events have occurred during the year: 
/ Three asset deals
Three asset deals during the year, all of which will ensure 
further growth in affiliate marketing for the Group.  
The brands included in the deals will mostly continue  
to operate under their respective brands, but benefit  
from the synergies arising from within the Group.
 
/ Acquisition of Titan Inc. Limited (Titan)
During the year the Group acquired Titan, a top-tier  
provider of SEO and content services. This strategic  
move was done to bolster the Group’s operational  
capabilities and reinforce market leadership.
 
Titan’s expertise will optimize the quality and  
time-to-market of the business, which is expected  
to increase revenue within the division.  
 
The acquisition is further depicted in note  
3.4 Acquisition of businesses.
 
 
 
 
 
 
 
/ Spin-off
The spin-off of Platform & Sportsbook was  
successfully executed on 30 September 2024,  
and the activity in Platform & Sportsbook has been  
reported as discontinuing operation in the profit  
and loss statement up until 30 September 2024.
 
The effects of the spin-off are described in note  
3.5 Discontinued operations and disposal groups  
held for distribution.
 
/ Financing
During the year the Group activated a TAP on the bond  
of 15 million EUR, and entered into a strategic partnership 
with Citibank including a revolving credit facility of 25  
million EUR of which 7 million was borrowed as of 31  
December 2024.
 
/ Rebranding
Prior to the legal split from Platform & Sportsbook,  
the continuing part of the former group, changed  
name from Gaming Innovation Group to Gentoo  
Media Inc. (Gentoo Media). Gentoo Media continued  
its dual-listing on the Oslo Stock Exchange, Norway,  
with the ticker symbol G2MNO, and on Nasdaq  
Stockholm, Sweden, with the ticker symbol G2M.
Note 1.1  Note 1.2  
General information Significant changes and events

===== SIDA 57 =====

Gentoo Media | Annual Report 2024 | Section 1
57
Financial statements  |  Back to FS content
Basis of preparation
This section includes general accounting policies relevant 
for the preparation of the Group’s consolidated financial 
statements. The Group’s material accounting policies  
are described in the relevant notes to the consolidated 
financial statements.
The consolidated financial statements are prepared  
in accordance with International Financial Reporting  
Standards (“IFRS Accounting Standards”) as adopted  
by the European Union (“EU”).
The consolidated financial statements have been  
prepared on the basis that the Group will continue to  
operate as a going concern and under the historical  
cost convention any items at fair value. The accounting 
policies are unchanged from last year except from  
changes included in note 1.5.
The consolidated financial statements are presented  
in Euro (EUR), which is also the functional currency of  
the parent company. All amounts have been rounded to  
nearest EUR thousand (EUR’000), unless otherwise stated.
We are required to file our annual report in the European 
Single Electronic Format (‘ESEF’) using the XHTML format 
and to tag the consolidated financial statements, including 
notes, using the Inline eXtensible Business Reporting  
Language (iXBRL). The iXBRL tags comply with the ESEF 
taxonomy. Where a financial statement line item is  
not defined in the ESEF taxonomy, an extension to  
the taxonomy has been created.
Applying materiality
The consolidated financial statements separately present 
items or groups of items that are considered material.  
In addition, information that is considered material,  
either individually or in combination with other information, 
is disclosed. Materiality is judged by reference to the size 
and nature of the item. The deciding factor is whether  
the omission or misstatement could, individually or  
collectively, influence the economic decisions made  
by the primary users on the basis of the consolidated  
financial statements. In particular circumstances, either  
the nature or the amount of an item or an aggregate  
of items could be the determining factor.
Other material accounting policies
 
Consolidation
The consolidated financial statements comprise Gentoo 
Media and entities controlled by Gentoo Media prepared 
in accordance with the Group’s accounting policies.  
Consolidation of entities is performed after elimination of 
intra-group balances, income and expenses. Unrealised 
losses are eliminated in the same way as unrealised  
gains, but only to the extent that there is no evidence  
of impairment.
Foreign currency translation
Transactions in currencies other than the functional currency 
of the respective Group companies are considered  
transactions denominated in foreign currencies. Foreign 
currency transactions are translated into the functional 
currency using the exchange rates prevailing at the dates 
of the transactions. Foreign exchange gains and losses 
resulting from the settlement of such transactions and from 
the translation at year-end exchange rates of monetary 
assets and liabilities denominated in foreign currencies  
are recognised in profit or loss within other income or  
other expenses.
 
Financial statements of foreign subsidiaries are translated 
into EUR at the exchange rates prevailing at the reporting 
date for assets and liabilities, and at the average exchange 
rate for income statement items. The following exchange 
differences arising from translation using the exchange 
rate prevailing at thereporting date, are recognised in  
other comprehensive income:
 
/ Translation of foreign subsidiaries’ net  
assets at the beginning of the year.
 
/ Translation of foreign subsidiaries’ income  
statements from average exchange rates.
Goodwill and fair value adjustments arising on the  
acquisition of a foreign entity are treated as assets  
and liabilities of the foreign entity and translated into EUR 
at the exchange rates prevailing at the reporting date.
 
Group companies
Income statements of foreign entities are translated  
into the Group’s presentation currency at the average  
exchange rates for the year and assets and liabilities  
are translated at the exchange rates ruling at year-end.  
All resulting translation differences are recognised  
in other comprehensive income.
Exchange differences arising from the translation of  
the net investment in foreign operations are taken to  
other comprehensive income.  On disposal or partial  
disposal of a foreign entity, translation differences  
that were previously recognised in other comprehensive 
income are recognised in profit or loss as part of the  
gain or loss on sale.
Goodwill and fair value adjustments arising on the  
acquisition of a foreign entity are treated as assets  
and liabilities of the foreign entity and translated at  
the closing rate. Translation differences are  
recognised in other comprehensive income.
Going concern
As at 31 December 2024, the Group’s current liabilities  
exceeded its current assets by  EUR 46,176 thousands.
2024 was a transformative period for the Group and after 
Note 1.3
Basis of preparation

===== SIDA 58 =====

Gentoo Media | Annual Report 2024 | Section 1
58
Financial statements  |  Back to FS content
successfully completing the strategic split announced  
by the Board, the Group is well positioned as a stand- 
alone business to capitalize on growth opportunities  
and enhance its market presence. In May 2024, the  
Group completed the acquisition of Titan which in  
line with the Group’s strategy was acquired with  
the objective to create long-term sustainable  
growth and from which the Group expects to obtain  
significant cost synergies. The full revenue and cost  
savings impacts are therefore expected for 2025.  
The Group is well-positioned for mowing into a  
growth phase to reach its aspirations for the future.
Further, during 2024 the Group also achieved material  
revenue growth of 39%, both organically and due to  
prior year acquisitions. The Group has therefore proven  
its ability to integrate acquired businesses enhancing  
the growth potential of the Group.
The Group’s net cash generated from operating activities, 
excluding the discontinued platform business, declined  
to EUR 33.3 million due to negative net working capital  
in 2024 compared with EUR 40.6 million in 2023. 
The Group expects strong cash generation for 2025 in  
line with the Group’s business plans and track record over 
the years and expects a total outflow of EUR 35 million in 
payments related to acquisitions made in previous years, 
of which approximately EUR 23 million relates to Q1 2025.
Further, in December 2024, the Group negotiated a  
EUR 25 million revolving credit facility with Citibank  
to ensure short term liquidity and long-term strategic  
partnership on financing.
At year end EUR 7 million was borrowed on the revolving 
credit facility and subsequent to 31 December 2024,  
EUR 16 million was drawn down to pay off current liabilities. 
Group management assesses that, based on the current 
business performance and the credit facilities available, 
the Group has sufficient capital resources to continue  
its operations and to realise its strategic ambitions for  
the future.
As a result of the above, the board of directors consider 
the going concern assumption in the preparation  
of the Group’s and company’s financial statements  
to be appropriate as at the date of authorization of  
issuance of the 2024 annual report and consolidated  
financial statements.
Significant risks and uncertainties 
General
Regulatory and compliance risk is by and large one of the 
biggest external risks faced by the Group as the business 
provides services to regulated entities and operates in an 
increasingly regulated industry. Over the course of 2024, 
such risk applied to both continued and discontinued  
operations. While the risk from the Platform business  
lasted just prior to the split (i.e. end of September 2024), 
this business segment subjected the Group to an even 
higher level of regulatory and compliance risk due to its  
exposure to player funds, technical obligations and a  
higher level of regulatory reporting, stemming directly 
from B2C license requirements held by the business  
itself, but also indirectly, due to B2B requirements  
imposed on the gambling operators it serviced.  
 
Legislation concerning online gaming is under review  
in certain jurisdictions, and in some circumstances,  
previous opportunities to offer gaming products to  
certain customers based in some markets on principles 
of freedom to provide services may be impacted by new 
legal restrictions being imposed. In other cases, previously 
unregulated jurisdictions pass legislation regulating the 
market and while this creates  new opportunities to offer 
products and services to those markets with legal certainty, 
such development also increase costs by fragmenting  
the international gambling market into national markets 
with a multitude of different requirements in terms of 
products, advertising and regulatory compliance. 
Although gaming laws and regulations of many  
jurisdictions do not specifically apply to the provision  
of affiliate marketing services, certain countries have  
also sought to regulate such services. The Group may 
therefore be subject to such laws, directly or indirectly. 
This evolving environment and the Group’s continuing 
international expansion brings further complexity to its 
multi-jurisdictional regulatory position and its task to fulfil 
regulatory requirements, predominantly, advertising and 
responsible gaming regulation. The risk of  non-regulatory 
 compliance, the failure to obtain additional licenses if  
and where required (and the loss thereof), and/or failure  
of satisfying any conditions/terms under any existing  
licenses create an uncertain business environment and 
may hinder the Group’s ability to develop and grow  
the business, as changes in legislation or enforcement 
practices could force the Group to exit markets, poten-
tially resulting in direct financial penalties, sanctions or 
litigation, ultimately having a material adverse effect on the 
Group’s business, financial position, profits and prospects.
The Group mitigates this risk through the monitoring of  
legal developments and implementation of relevant  
developments on the Group’s own assets, and by seeking 
external advice to assist with the assessment of risk  
exposures as appropriate. The Group also prioritises  
continuous education and updates for all staff regarding  
new and applicable regulatory developments, ensuring  
thorough awareness and alignment with any changes  
implemented. This proactive approach underscores  
our commitment to operating with integrity and  
regulatory adherence in every aspect of our business.
 
Note 1.3  |  Basis of preparation

===== SIDA 59 =====

Gentoo Media | Annual Report 2024 | Section 1
59
Financial statements  |  Back to FS content
The Group faces competition from a number of existing 
competitors, as well as potential new competitors, which 
could result in loss of market share and diminished profits 
for its operations. In this respect, there is an increased risk 
of competition when entering newly regulated markets 
due to competition faced from incumbent affiliates.
The competitive nature of the industry is further character-
ised by the adoption of technological advances, demanding 
customer requirements and frequent innovative product 
offerings. Excluding negative external factors beyond its 
control, the Group’s future success is heavily reliant on  
its ability to enhance its current product portfolio through 
new product offerings and continuous improvement,  
create attractive advertising campaigns, maintain relations 
with existing and new partners and suppliers, and having 
the resources to sustain such development and growth. 
Failure to quickly respond and adapt to market demands 
and competition risk could adversely affect the Group’s 
financial performance.
In addition to the above, the Group faces other risks  
that may have a material impact on its financial standing. 
These include, customers that default and are unable  
to  pay for the services rendered when these fall due,  
operational risks arising from Google’s core updates  
to its search  algorithm which could temporarily negatively 
impact rankings (hence also impacting revenues) and  
currency fluctuations which could have a material impact 
on cash flow, notwithstanding the risks stemming from  
internal factors, including, reorganisation risk faced  
following the spin-off in 2024, the dependency on  
key management employees and partners, difficulty in  
finding resources, cyber security and acquisition risks. 
Financial risk management
Information on the Group’s financial risk management  
is disclosed in note 5.5.
Pledged securities
The bonds are secured by guarantees provided by group 
operating subsidiaries guaranteeing the discharge of the 
group’s obligations.
Results and dividends
The consolidated statement of comprehensive income  
is set out on page 49. The board of directors did not  
declare a dividend during the current and preceding  
financial years.
 
Extraordinary events
The Group does not have business in the impacted  
conflict regions of Ukraine and Russia, and Israel and  
Gaza, and while difficult to predict the  wider impact  
on consumer spending, no material impact has been  
experienced so far in the Group’s operations.  
 
 
Historically, the online gambling industry has proved  
robust and normally has not been materially affected  
by uncertain periods for the global economy.
Note 1.3  |  Basis of preparation

===== SIDA 60 =====

Gentoo Media | Annual Report 2024 | Section 1
60
Financial statements  |  Back to FS content
The preparation of the Group’s consolidated financial 
statements in conformity with IFRS Accounting Standards 
requires management to make judgements, estimates  
and assumptions that affect the application of policies  
and reported amounts of assets, liabilities, income,  
expenses, the accompanying disclosures, including  
contingent liabilities. Uncertainty about these assump-
tions and estimates could result in outcomes that require  
a material adjustment to the carrying amount of assets  
or liabilities in future periods. Estimates and the underlying 
assumptions are reviewed on an ongoing basis.
This note includes the areas that involve a higher degree  
of judgement or complexity and where changes in  
assumptions and estimates will likely have a significant  
impact on the consolidated financial statements.  
These areas are categorised as key accounting estimates 
and judgements. The significance of the impact on the 
consolidated financial statements of those estimates  
and judgements is categorised into three levels: low,  
medium and high, where only the two last levels result in 
classification as key accounting estimates/judgements. 
Key accounting estimates
The determination of the carrying amount of some assets 
and liabilities requires the estimation of the effect of  
uncertain future events on those assets and liabilities  
and actual results may differ from the estimates made. 
Making estimates involves developing expectations of 
the future based on assumptions, which we to the extent 
possible have supported by historical trends or reasonable 
expectations. We believe that our estimates are the most  
likely outcome of future events.
 
Key accounting judgments 
Key accounting judgements are made when applying  
accounting policies. Key accounting judgements  
are the judgements made that can have a significant  
impact on the amounts recognised in the consolidated 
financial statements. The areas that are categorised  
as key accounting estimates and judgements are  
unchanged compared to last year. 
The description of the key accounting estimates  
and judgements are included in the individual  
notes as shown below. 
 
 
 
 
 
 
 
 
 
 
 
 
Impairment test of goodwill
The Group tests whether goodwill and other intangible  
assets with indefinite lives have suffered any impairment 
on an annual basis. The assumptions used in the value- 
in-use calculations are inherently uncertain.  As at 31  
December 2024, the Group operated two CGU’s  
comprising Publishing and Paid marketing. During  
the year of 31 December 2023 and for the nine months 
ended September 2024, the Platform & Sportsbook  
arm of the business (which previously comprised two  
separate CGUs) has been classified as discontinued  
operations and met the condition of a disposal group  
held for distribution as described further in note 3.5.  
The board of directors consider that the impairment  
assessment for Publishing & Paid segments is less  
sensitive to changes in key assumptions due to the  
level of headroom between the reported intangible  
assets and the respective value-in-use. Further detail  
as to such impairment testing is included in note 3.2.
 
Determination of development vs. maintenance
The Group determining whether work being performed  
on intangible assets constitutes development or  
maintenance of assets, involves judgement.  
 
The judgement is made by the managers and product 
owners and the key for determining if something is  
development is if it helps create new revenue, whereas 
maintenance only maintains current revenue streams. 
Maintenance is to ensure the current state of already  
developed features, which has been capitalized  
during development. 
 
Acquisition accounting  
 
Determination of business vs. asset acquisition
The Group determining whether a transaction  
constitutes a business acquisition or merely an  
acquisition of assets involves judgement. A business  
acquisition typically involves the purchase of a set  
of activities and assets capable of conducting  
an independent operation, often resulting in the  
recognition of goodwill. On the other hand, an asset  
acquisition involves the purchase of specific assets  
and liabilities without acquiring a full operating business.  
 
The distinction between the two requires careful  
evaluation of factors such as the nature of the acquired 
assets, whether they include employees, processes,  
or contractual rights, and the extent of their integration  
into the acquirer’s operations. Such determinations  
have significant implications for financial statements,  
affecting the allocation of purchase price and subsequent 
accounting treatments. In the year to 31 December 2024, 
the Group determined that the Titan acquisitions met  
the definition of a business combination under IFRS 3  
- refer to Note 6 for further information.
Note 1.4
Key accounting estimates and judgements
Key accounting estimate  
and judgement
Nature of 
accounting 
impact
Note reference
Impairment test  
of goodwill Medium
3.2 - 
 Impairment  
test
Determination of  
development vs  
maintenance
Medium
3.1 -  
Intangible  
assets
Acquisition  
accounting Medium
3.4 -  
Acquisition  
of businesses

===== SIDA 61 =====

Gentoo Media | Annual Report 2024 | Section 1
61
Financial statements  |  Back to FS content
Note 1.4  |  Key accounting estimates and judgements
Valuation of intangible assets in business combinations
The Group exercises judgement and applies estimation 
techniques in determining the fair value of acquired  
intangibles on business combinations. From a  
Publishing perspective, transactions meeting the  
definition of a business combination such as the  
Titan transactions in 2024 normally result in the  
identification of separately identifiable intangible  
assets such as domains and affiliate contracts.  
Value is attributed to such intangible assets using  
valuation techniques such as the discounted free  
cash flow model. Inputs into such calculations are  
based on the Group’s industry experience and  
through the use of specialists on an as needed basis.  
 
The fair value of customer relationships is determined  
using the Multi-Period Excess Earnings method  
(MEEM-method). The valuation does therefore reflect  
the present value of the net cash flow from sales to  
existing customers which takes into consideration  
expected retention profiles, EBIT-margins and cash  
flows attributable to contributory assets. The fair  
value of other intangible assets such as domains  
and brands is determined using the income-based  
relief-from-royalty method reflecting the saved royalty 
payments from owning the asset compared to leasing it. 
 
 
 
Valuation of contingent consideration  
arising on business combinations
In arriving at the fair value of contingent consideration, 
Management applies their best estimates of future  
business projections and compares such estimates  
to the contingent consideration targets as provided  
for in the relevant sales and purchase agreements.  
Such fair value is re-assessed at each reporting date.  
The Titan acquisition (further detail included in Note 6)  
gave rise to a contingent consideration which has  
been recognised at fair value as at 31 December 2024.

===== SIDA 62 =====

Gentoo Media | Annual Report 2024 | Section 1
62
Financial statements  |  Back to FS content
Changes in accounting policies and disclosures
In 2024, the Group adopted new IFRS Accounting  
Standards, amendments and interpretations to existing 
standards that are mandatory for financial reporting  
periods beginning on 1 January 2024 as adopted by  
the EU. This includes among other: 
/ Amendments to IAS 1 Presentation of Financial  
Statements: Classification of non-current liabilities  
with covenants
 
/ Amendments to IFRS 16 Leases: Lease liability  
in a sale and leaseback
 
/ Amendments to IAS 7 Statement of Cash Flows  
and IFRS 7 Financial Instruments: Disclosures:  
Supplier Finance Arrangements
As a result of adopting the amendments to IAS 1, the  
Group changed its accounting policies for the  
classification of borrowings. Borrowings are accordingly 
classified as current liabilities unless, at the end of the  
reporting period, the Group has a right to defer settlement 
of the liability for at least 12 months after the reporting  
period. Covenants that the Group is required to comply 
with, on or before the end of the reporting period,  
are considered in classifying loan arrangements with  
covenants as current or non-current. Covenants that  
the Group is required to comply with after the reporting 
period do not affect the classification. This new policy did 
not result in a change in the classification of the Group’s 
borrowings but has affected the disclosures provided.
None of the new or amended standards or interpretations 
have had a significant impact on the Group’s consolidated 
financial statements for the current year in respect of  
recognition and measurement and are not expected  
to have a material impact on future periods or on  
foreseeable future transactions. 
Voluntary changes in accounting policies 
Application of the practical expedient  
to certain short-term leases
The Group has changed their accounting policy for  
the recognition of short-term leases with effect from  
this financial period; prior to this change, they had applied 
the short-term practical expedient to leases of all classes 
of underlying assets. The Group is no longer applying  
the practical expedient (which is available on a class-by-
class basis) to leases of office premises, but they continue 
to apply it to leases of other classes of underlying assets. 
This change in accounting policy was adopted in order  
to have one consistent model for the classification and 
presentation of the Group’s rights and obligations arising 
from all its leases of office premises. The Group did  
not have any short-term lease arrangements for office  
premises prior to the fourth quarter of 2024, and  
consequently the financial information for prior reported 
periods is not restated. Right-of-use assets and lease  
liabilities amounting to EUR 393,737 were initially  
recognised in 2024 as a result of the change in accounting 
policy, with amortisation charges and interest cost of EUR 
130,761 and EUR 5,421 respectively being recognised in 
profit or loss. Had the Group not changed their accounting 
policy, short-term lease arrangements for office premises 
would not have been recognised in the statement of  
financial position, and lease rental costs of EUR 0.15m 
would have been recognised in profit or loss in place  
of the amortisation and interest charges.
Amortisation of transaction costs incurred  
upon originating debt
The Group have also changed their accounting policy  
for the amortisation of transaction costs incurred upon 
originating floating-rate debt instruments.  IFRS 9 is  
silent on how such transaction costs should be amortised 
for floating rate instruments; prior to the change in  
accounting policy, the Group amortised such transaction 
costs by reference to the interest rate applicable at  
inception.  Following the change in accounting policy,  
the Group are now amortising transaction costs on  
floating-rate instruments on a straight-line basis, as this 
approach is more closely aligned with the reports used  
by the Group’s management in assessing performance.
The Group’s borrowings as at 1 January 2023 had a  
remaining maturity at that date of 18 months. Management 
determined that the adoption of the new policy has  
had an immaterial effect on the net carrying amount of  
the liabilities as at that date, as well as on the amounts  
amortised in the income statement for the year ended  
31 December 2023.  Consequently, no changes have  
been made to the Group’s financial statements for  
the year ended 31 December 2023. 
New regulations
Generally, all new and amended IFRS Accounting  
Standards and interpretations are expected to be  
implemented by the Group when they become mandatory 
and have been endorsed by the EU.  Certain new accounting 
standards and interpretations have been published that 
are not mandatory for 31 December 2024 reporting  
periods. With the possible exception of an amendment  
to IFRS 9, these amended and new standards are not  
expected to have a material impact on the Group’s  
recognition and measurement of items within these  
consolidated financial statements in the current or future 
reporting periods and on foreseeable future transactions. 
The Group is also assessing the possible impact that  
certain amendments to IFRS 9 and IFRS 7, as well the  
publication of IFRS 18, might have on classification,  
presentation and disclosures within the Group’s  
consolidated financial statements.  
 
Note 1.5
Changes in accounting policies and disclosures

===== SIDA 63 =====

Gentoo Media | Annual Report 2024 | Section 1
63
Financial statements  |  Back to FS content
IFRS 18 Presentation and Disclosure in Financial Statements 
IFRS 18 will replace IAS 1 Presentation of financial  
statements, introducing new requirements with the  
purpose of achieving comparability of the financial  
performance of similar entities and providing more  
relevant information and transparency to users.  
IFRS 18 carries forward many of the requirements  
in IAS 1, and it will not impact the recognition or  
measurement of items in the financial statements,  
but could have a pervasive impact on the presentation  
of the primary financial statements and on the  
disclosures provided. Amongst others:
 
a) The Group will be required to present specified  
categories and defined subtotals in its statement  
of income, including operating profit or loss, and  
profit or loss before financing and income taxes.
 
b) The Group will also be required to provide a single  
note in the financial statements that provides  
disclosures on management-defined performance   
measures used in the annual report (such as EBITDA   
and EBIT), and that reconciles those measures to  
the most directly comparable subtotal listed in IFRS 18.
 
c) IFRS 18 also provides additional guidance on  
aggregation of items within financial statements  
by establishing characteristics to consider when  
assessing whether or not items should be aggregated. 
IFRS 18 will be effective from reporting periods 
beginning on or after 1 January 2027. The Group is  
assessing the above requirements in more detail in  
order to determine the impact that they will have  
on the consolidated financial statements.
Amendments to Classification and Measurement  
of Financial Instruments under IFRS 9 and IFRS 7
Certain amendments to IFRS 9 and IFRS 7 address  
the classification and measurement of financial  
instruments.  Amongst those new requirements,  
management is assessing the potential impact that  
the below amendments may have on the Group: 
a) Entities that settle a financial liability (or a part of it)  
in cash using an electronic payment system will be  
permitted to derecognise the liability (or a part of it)  
before the settlement date provided that specified  
criteria are met. Those criteria include that the entity  
neither has the practical ability to access the cash  
or to withdraw, stop or cancel the payment  
instruction, nor has any significant settlement risk. 
b) The amendments introduce new disclosures in  
relation to contractual terms that could change the  
timing or amount of contractual cash flows on the  
occurrence (or non-occurrence) of a contingent  
event that does not relate directly to changes in  
a basic lending risk.
These amendments to IFRS 9 and IFRS 7 will be  
effective from reporting periods beginning on  
or after 1 January 2026. The Group is in the process  
of assessing the possible implications arising from  
the above amendments. Other amended and new  
requirements arising from IFRS 9 and IFRS 7 are not  
expected to have a significant impact on the Group.
 
Note 1.5  |  Changes in accounting policies and disclosures

===== SIDA 64 =====

Financial statements  |  Back to FS content
64
Gentoo Media | Annual Report 2024  
Results of the year
Section 2
65   Note 2.1  /  Segment information 
67   Note 2.2  /  Revenue 
69   Note 2.3  /  Special items 
70  Note 2.4  /  Employee costs 
72  Note 2.5  /  Share-based payment schemes

===== SIDA 65 =====

Gentoo Media | Annual Report 2024 | Section 2
65
Financial statements  |  Back to FS content
The Group operates two segments 
/  Publishing
/  Paid 
The segment information provided relates to  
continuing operations. 
The Group’s internal reporting to its management team  
focuses on Publishing and Paid separately. The primary 
measure used by the CEO and the board of directors  
to assess the performance of the operating segments  
by measuring the operating profit before depreciation  
and amortisation (EBITDA). Segment revenue and costs 
comprise items that are directly attributable to the  
individual segments. Decisions on financing (finance  
income or finance costs) and tax planning (income tax)  
are managed at Group level and are therefore not managed 
and allocated to segments. The income statement  
segment information is being disclosed accordingly.
Our publishing business generates revenue by creating 
content monetized through ads, subscriptions, 
 or sponsorships. It attracts audiences organically  
via Search Engine Optimization (SEO), social media,  
and direct traffic, earning from programmatic ads,  
direct brand deals, or paywalls. Success depends  
on content quality, audience engagement, and advertiser 
demand. Challenges include ad-blockers, declining  
ad revenues, and algorithm shifts. Unlike paid  
marketing, publishing focuses on building and  
monetizing an engaged audience over time  
rather than actively spending on traffic acquisition.
 
Our paid marketing business generates revenue  
by promoting products or services through digital  
advertising channels like Google Ads and social  
media. It operates on performance-based models such  
as Cost-Per-Click (CPC), Cost-Per-Impression (CPM),  
or Cost-Per-Acquisition (CPA). Businesses in this sector 
earn through commissions, ad spend markups, or listing 
fees. Success depends on audience targeting, bidding 
strategies, and ad creatives, with platforms like Google 
and Meta leading the space. Revenue is influenced  
by seasonality, budgets, and algorithm changes.  
 
Unlike publishing, paid marketing actively spends to  
acquire traffic, facing challenges like rising customer 
acquisition costs and privacy regulations.
In 2024, the Group operated an integrated business  
model and did not allocate either assets or liabilities  
of its operating segments in its internal reporting.
Platform division presented as discontinued operations 
On 30 September 2024, the restructuring process of  
dividing Gentoo Media’s media and platform division  
into two independently listed companies was finalised.  
The platform division is presented as discontinued  
operations and has been excluded from the segment 
overview below. The platform division has in previous  
years been presented as a separate operating segment.  
 
Further information about the platform division  
as discontinued operations is provided in note 3.5. 
Comparative figures have been restated accordingly  
to reflect the current structure of the internal  
reporting provided to the management team. 
Note 2.1
Segment information

===== SIDA 66 =====

Gentoo Media | Annual Report 2024 | Section 2
66
Financial statements  |  Back to FS content
Note 2.1  |  Segment information
Business segments – key figures
The performance for Publishing and Paid  
segments is presented in the table below:
Publishing Paid Group
EUR’000 2024 2023 2024 2023 2024 2023
Revenue share agreements 52,662 37,460 19,67 4 18,270 72,336 55,730
Cost per acquisition (CPA) 9,581 5,157 4,055 3,181 13,636 8,338 
Listing fees/Other revenue 32,158 21,210 4,643 3,343 36,801 24,553
Total revenue 94,401 63,827 28,372 24,794 122,773 88,621
Cost -42,510 -29,331 -23,605 -19,788 -66,115 -49,119
Operating profit before depreciation,  
amortisation and special items 51,891 34,496 4,767 5,006 56,658 39,502 
EBITDA margin before special items 55% 54% 17% 20% 46% 45%
Special items, net -1,467 - - - -1,467 -
Operating profit before  
depreciation and amortisation 50,424 34,496 4,767 5,006 55,191 39,502
EBITDA margin 53% 54% 17% 20% 45% 45%
The Group determines and presents operating  
segments based on the information that  
internally is provided to the Group’s management 
team, which is the Group’s chief operating  
decision-maker in accordance with the 
 requirements of IFRS 8 ‘Operating segments’.
An operating segment is a component of the  
Group that engages in business activities from  
which it may earn revenues and incur expenses  
including revenues and expenses that relate  
to transactions with any of the Group’s other  
components, and for which discrete financial  
information is available.  An operating segment’s  
operating results are reviewed regularly by the 
Group’s management team to make decisions 
about resources to be allocated to the segment  
and to assess its performance executing the  
function of the chief operating decision-maker.
The accounting policies of the reportable  
segments are the same as applied by the  
Group as described throughout this note. 
The total revenue and non-current assets (excluding 
financial instruments and deferred tax assets)  
broken down by domicile location as specified in 
IFRS 8 is not disclosed for the following reasons.
Due to the nature of the business, the Group’s  
chief operating decision maker (the CEO and  
the Board of directors) does not assess the  
business as split by domicile locations. 
 
 Most generated revenue is generated outside  
the domicile countries of the Group, and the  
generated revenue is based on assets held  
in a multitude of countries.  
 
The value of specific assets on specific domicile  
locations can only be determined by making several 
 judgements, and as such any value of the asset 
would be subject to high risk of judgement errors.  
 
This would not create additional value for the reader 
compared to what is already disclosed in this note.
Accounting policies

===== SIDA 67 =====

Gentoo Media | Annual Report 2024 | Section 2
67
Financial statements  |  Back to FS content
Accounting policies 
Revenue comprises the fair value of the consideration 
received or receivable for the supply of services  
in the ordinary course of the Group’s activities.  
The Group recognises revenue, including other  
operating revenue, when the amount of revenue  
can be reliably measured, it is probable that future 
economic benefits will flow to the entity and when 
specific criteria have been met as described below. 
(a) Paid & Publishing
The Group enters into arrangements that include  
one or more types of arrangements; the Group  
classifies these arrangements as revenue share  
deals, cost acquisition deals and listing deals.
For a revenue share deal, the Group receives a  
share of the revenues that the gaming operator  
has generated as a result of a player playing on their 
iGaming site. Revenue is recognised in the month  
that it is earned by the respective gaming operator.
For a cost acquisition deal, a client pays a one-time 
fee for each player who deposits money on the  
client’s site. Cost per acquisition contracts consist  
of a pre-agreed rate with the client. Revenue  
from such contracts is recognised in the  
month in which the deposits are made.
For a listing deal, a client pays a fixed fee to be listed 
and critically reviewed on the Group’s websites.  
Such revenue is apportioned on an accrual basis  
over the term of the contract on a linear basis.
Management considers the Group’s contracts  
to represent a series of distinct performance  
obligations to stand ready to redirect players on  
a constant basis. Such contracts give rise to variable 
consideration from an IFRS 15 point of view since  
the revenues are not fixed at the outset. In view  
of the nature of the service provided as a monthly  
stand-ready obligation the Group recognises the  
income in the month in which it has a contractual  
right to bill the iGaming operators.
(b) Gaming (discontinued operations only)
Revenue from gaming transactions that are deemed 
to be financial instruments, where the Group takes 
open positions against players, is recognised as  
a net fair value gain or loss after the deduction of  
players’ winnings, bonuses and gaming taxes.  
Note 2.2
Revenue
EUR’000 2024 2023
Revenue category
Recurring revenue (revenue share agreements, subscription, CPM) 72,336 55,730
CPA 13,636 8,338
Listing fees/Other 36,801 24,553
Total revenue 122,773 88,621
% split
Recurring revenue (revenue share agreements, subscription, CPM) 58.9% 62.9%
CPA 11.1% 9.4%
Listing fees/Other 30.0% 27.7%
Total 100% 100%
Revenue split by category

===== SIDA 68 =====

Gentoo Media | Annual Report 2024 | Section 2
68
Financial statements  |  Back to FS content
Accounting policies
Note 2.2  |  Revenue
The revenue recognised in this manner relates  
to casinos. These are treated according to  
IFRS 9 and thus not in scope of IFRS 15.
Revenue from transactions where the Group is  
taking positions against players, such as sports  
betting and online casino, is recognised when  
the outcome of an event is known.
In contracting with one particular white label  
operator, the Group has the primary responsibility  
for fulfilling the promise to provide specific services 
making the Group the principal. On this basis,  
the revenues are recognised gross of payments 
 made to service providers in line with this  
accounting policy.
 
(c) Platform and sports betting services  
(discontinued operations only)
In contracting with own licensed operators,  
the Group generates revenue by entering into  
a revenue share deal or a fixed deal where  
such revenue is apportioned on an accrual  
basis over the whole term of the contract.   
The consideration for such services is generally  
split between an initial setup to configure the  
software as per the customer’s requirements  
and on-going charge invoiced monthly.
The uncertainty on the amount of revenue to  
be received is resolved at each calendar month- 
end since the contracts are such that the amounts  
reset to zero on a monthly basis. Management  
has determined that it is appropriate for the  
Group to recognise the monthly amounts  
invoiced as revenue in the Income Statement  
as this best represents the Group’s enforceable  
rights tincome, as well as the value of services  
receivedby the Group’s customers.
In accordance with IFRS 15, the set-up is not seen  
as a distinct performance obligation as the  
customer cannot benefit from the set-up itself but  
from the agreement as a whole. Accordingly, the  
set-up fee is simply seen as being part of the  
consideration receivable for the software as a  
service (SaaS) agreement and should therefore  
be deferred over the period of the agreement.  
Management performed a detailed analysis  
of such impact and concluded that this has an  
immaterial effect for the Group. Management  
will continue to monitor this matter due to the  
increase in customers in this segment.

===== SIDA 69 =====

Gentoo Media | Annual Report 2024 | Section 2
69
Financial statements  |  Back to FS content
Key accounting judgements
The use of special items entails management judgement  
in the separation from ordinary items. Management  
carefully considers individual items and projects  
(including restructurings) in order to ensure the correct  
distinction and split between operating activities and  
significant income and expenses of a special nature.  
Management initially assesses the entire restructuring 
project and recognises all present costs of the project. 
 
The projects are assessed on an ongoing basis, with  
additional costs possibly being incurred during the  
lifetime of the project. The estimate includes expenses 
related to termination of employees, onerous contracts, 
break fees and other obligations arising in connection  
with restructurings. Management reassesses the useful  
life and residual value of non-current assets used in  
an entity undergoing restructuring.
 
 
 
 
 
 
 
 
 
 
 
Impact of special items on operating profit
If special items had been recognised in operating  
profit before special items, they would have  
been included in the following line items:
 
 
There were no special items in 2023
 
Note 2.3 
Special items 
EUR’000 2024 2023
Special items, expenses -
Spinoff cost 542 -
Personnel expenses 141 -
Other operating expenses 784 -
Expenses 1,467 -
Special items, net 1,467 -
EUR’000 2024 2023
Other operating expenses 1,467 -
Spinoff cost 1,467 -
Special items consist of recurring and non- 
recurring items that management does not 
consider to be part of the Group’s ordinary  
operating activities, i.e. acquisition costs,  
adjustment of earn-out payments related  
to acquisitions and restructuring costs. 
Special items are shown separately  
from the Group’s ordinary operations  
to facilitate a better understanding of  
the Group’s financial performance.
Accounting policies
Special items comprise of the following:

===== SIDA 70 =====

Gentoo Media | Annual Report 2024 | Section 2
70
Financial statements  |  Back to FS content
Note 2.4
Employee costs
Employee costs consist of direct wages and salaries, 
remuneration, pension costs, share-based payments, 
training etc. related to the continuing activities.
Remuneration to key management
The Group’s key management comprises members  
of the board of directors and the Group management 
team. The composition of the key management is  
provided on pages 38-42.
The fees paid to the board of directors meeting  
are approved by the annual shareholder meeting.  
It is the Group’s policy that the remuneration of the  
executive management is based on a salary which  
reflects the tasks and responsibility of their employment  
and the value added to the Group. This remuneration  
is established on an individual basis. The fixed  
salary is based on the following factors:
 
/  Experience and competence of the executive person 
/  Responsibility
 
/  Competition from the market
In addition, the Group has granted stock options  
to part of its executive management and other key 
 employees in recognition of services rendered (cf.  
note 2.5). Fees below were expenses of the periods  
covered by these financial statements.
EUR’000 2024 2023
Wages and salaries 19,027 13,405
Defined contribution plans 2,678 1,502
Share based payment expense -204 70
Total employee costs  
before capitalisation 21,501 14,977
Employee costs capitalised as  
part of software development -5,637 -4,37 4
Total employee costs recognised  
in the income statement 15,864 10,603
Average number of  
full-time employees 335 207
Employee costs include wages and salaries, 
cash bonuses, share-based payments, pen-
sion costs, benefits and social security costs. 
In general, employee costs are expensed when 
the services are rendered by the employees.
When long-term incentive programs are 
provided, the costs are accrued over the  
period that makes the employees entitled  
to the payment. Termination benefits are  
expensed when an agreement has been 
reached between the Group and the  
employee and no future service is rendered  
by the employee in exchange for the 
 termination payment. 
The Group’s pension plans consist  
of defined contribution plans. 
The accounting policy for share-based  
payments can be found in note 2.5.
Accounting policies

===== SIDA 71 =====