Wulff Annual Report 2021 1
2021
ANNUAL REPORT
2021 in Brief .............................................................................................................................. 3
Our client Diankonissalaitos talks .......................................................................................... 4
CEO’s Review:
Net sales doubled by acquisition ......................................................................................... 8
Operating environment ......................................................................................................... 12
Strategy and business ...........................................................................................................16
The sustainable Wulff .............................................................................................................24
MANAGEMENT
Board and Management .....................................................................................................32
Corporate Governance Statement ....................................................................................34
FINANCIAL STATEMENTS
Review of the Board of Directors ........................................................................................40
Key Figures ...............................................................................................................................46
Calculation Principles of Key Figures .................................................................................48
Risks and Risk Management ................................................................................................50
Shares and Shareholders .....................................................................................................53
Information for Shareholders ...............................................................................................57
Consolidated Financial Statements, IFRS ..........................................................................58
Consolidated Income Statement and
Statement of Comprehensive Income ...........................................................................59
Consolidated Statement of Financial Position ..............................................................60
Consolidated Cash Flow Statement .............................................................................. 61
Consolidated Statement of Changes in Equity ...........................................................62
Notes to the Consolidated Financial Statements ........................................................63
Parent Company’s Financial Statements, FAS ........................................................... 100
Notes to the Parent Company’s Financial Statements, FAS ................................... 105
Signatures to the Financial Statements .............................................................................. 113
Auditor’s Report ......................................................................................................................114
Contact information in Finland and Scandinavia ...........................................................118
TABLE OF CONTENTS
2 Annual Report 2020
Wulff Annual Report 2021 3
2021 IN BRIEF
STRONG GROWTH IN EXCEPTIONAL CIRCUMSTANCES
The exceptional circumstances in Finland and worldwide continued in 2021, and we
need to wait a little longer before we can settle down in the new normal. Hygiene
and protective products increased in demand in 2020, and Wulff estimates that they
will remain a permanent part of workplace product portfolios. The sales of these prod-
ucts continued to play a significant role in all Wulff’s operating countries and sales
channels in 2021.
Multichannel success
In many industries, the Covid-19 pandemic has accelerated the transition of busi-
ness to online environments and the offering of online supplementary services. As a
multichannel operator, Wulff was already in a good position to serve customers with
a strong online presence in exceptional circumstances with our personal expertise –
everyone at Wulff has been in frequent contact with their customers through Teams,
Google Meets, on the phone and through email. This personal touch, knowing our
customers and their business, is Wulff’s recipe for success, even in exceptional circum-
stances.
Boost from a significant acquisition
In May 2021, the company made an important acquisition by acquiring Staples
Finland Oy as part of the group in Finland. The acquisition allowed Wulff to reaffirm
its position as a partner of large companies, groups, cities and municipalities. Thanks
to the acquisition, Wulff’s net sales almost doubled, and Wulff became a clear market
leader in its field in Finland. The acquisition also brought great expertise in care and
public sector products into the company, and significantly broadened the company’s
product and service portfolio.
The pandemic has motivated people and companies to care for the world even more
than before and to make a difference. That is why Wulff has updated its strategy to
make it even more sustainable. Our basic idea, making the world better one work-
place at a time, will stay the same and continue to guide us to success and making a
difference sustainably in 2022.
We expect 2022 to hold more opportunities
to make a difference sustainably.
Our client Diakonissalaitos talks
4 Annual Report 2019
Wulff Annual Report 2021 5
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!
For human dignity – responsibly. The Deaconess Foundation (Diakonissalaitos) and Wulff share the will to do good, and an under-
standing that doing good is possible when your operations are efficient and productive. The values at the heart of the Deaconess
Foundation’s operations are boldly working for human dignity, taking care of people in the most vulnerable positions, and helping
them to overcome life’s problems. Wulff’s core idea in societal influence is creating more decent work and financial growth in the
world. For both organisations, responsibility is an important value guiding their work. Tiina Paussoi and Samira Jaakkola from the
Deaconess Foundation tell us more about the Foundation’s partnership with Wulff.
T
he Deaconess Foundation chose Wulff as its partner
through a tender for the workplace and office supplies of its
offices in 2014. The Foundation has administrative and service
functions in several locations in Finland, and it has significantly
grown through acquisitions in recent years. For Procurement
Manager Samira Jaakkola, it was important to look at pro-
curement needs as a whole, because as someone who has
been responsible for procurements in different companies,
she knows the benefits of using centralised procurement and
a competent partner. Rinnekoti, which became part of the
Deaconess Foundation in 2017, has been Cleaning Services
Supervisor Tiina Paussoi’s workplace since 1987. Her career
has included being one of the first people to graduate as a
cleaning technician in Espoo, being a mother and grand-
mother in her personal life, and seeing many great leaps of
technological progress. The pandemic has accelerated some
of the most recent leaps like digitalisation and the increase in
remote work. The cleaning services for which Tiina is responsi-
ble are carried out in person and with real, physical supplies
and products – we have to wait a little longer for virtual clean-
ing services. “Cleaning work is carried out by people, and
the products they use in their work are important. To succeed
in their work, the right products must be available to people,
and their quality and features must serve their purpose,” says
Paussoi. “During the pandemic, it has also been important
to know that your partners are reliable operators who won’t
struggle with availability. For example, it has been important to
have reliable procurement of face masks, surgical masks and
protective gloves. And when you constantly use this protective
equipment in your work, it’s important that your partner has
expertise and knowledge that you can trust – about things like
the level of protection provided by the masks, general rec-
ommendations, and consideration of allergies in the product
Foundation over 150 years old
Employs 2,300 people
Year 2020 turnover EUR 32.2
million
Operations on the rise
To the Deaconess Institute
are united
Rinnekoti in 2020
Caritas in 2020
Social and health services
nationwide operator
Work for dignity
Always ready with Wulff
DEACONESS FOUNDATION FOR HUMAN DIGNITY
6 Annual Report 2021
options. Everything has worked very well with Wulff,”
Tiina continues. Procurement Manager Jaakkola is also
satisfied with the Wulff partnership: “As Procurement
Manager, the money we spend and what that spend-
ing gets us are important indicators for our operations.
Cost-effectiveness always means time-efficiency too.
With Wulff, we always have access to expertise in our
field of work and products, as well as important industry-
and customer-specific expertise. Our contact person,
Tiina Ignatius, listens to us, knows us and our needs, and
she can be proactive and make recommendations for
development measures. For example, during the pan-
demic, we quickly added hand sanitisers to our MiniBar
shelves and standard product ranges.“ The Deaconess
Institute has various offices a total of 9 Wulff MiniBars.
The two Deaconess Foundation representatives have
some wishes of their own, too: they would like to see
even more sustainable products, for an important goal
of the Deaconess Institute is to reduce the ecological
footprint purposefully and systematically. They would
be happy to see climate sustainability and the circular
economy principles of material reuse and resource-ef-
ficiency represented more in the product selection.
Wulff is glad to hear this wish. There is determined work
underway to make the product selection even more
sustainable. The sustainability indicators of procurement
are already shared with our customers quite broadly,
and further efforts are being made to develop them.
For example, people are increasingly interested in the
climate impact, carbon footprint and carbon handprint
of products – and that is a good thing, because it guides
the operations of companies and communities in a more
sustainable direction.
To carry out Tiina Paussoi’s other wish, Wulff invites
everyone to participate! How can we make the care
and cleaning industry shine as splendidly as the surfaces
cleaned with Wulff supplies? Both the cleaning and care
industries need workers and more visible appreciation.
How can you personally make a tangible show of
appreciation for them?
Tiina Paussoi
Cleaning Services
Supervisor
Ensuring the quality of service
producers is an important part
of Tiina Paussoi’s work as the
person in charge of cleaning
services at Rinnekoti. She also
manages the needs assess-
ments for new locations and
is the supervisor of Rinnekoti’s
rapid response cleaning
team. As its name suggests,
the team carries out individual
and urgent cleaning work in
addition to regular cleaning
work.
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Snowshoes and snow angels!
In her free time, Tiina enjoys spending time at
her cabin, doing everything that comes with
it: picking mushrooms, going to the sauna,
Nordic walking, and making a hearty stew.
In Savo, she enjoys the most beautiful cabin
landscapes in Finland – and this winter, that
includes the snow angels left behind by Tiina
and her friends after a snowshoe hike and a
round of karaoke.
Wulff Annual Report 2021 7
Samira Jaakkola
Procurement Manager
Samira Jaakkola has served as
the Procurement Manager at the
Deaconess Foundation for a little
more than five years. She over-
sees procurement and tendering
as a whole, while the daily or-
ders are managed by each unit’s
person in charge of purchasing.
“As the Deaconess Foundation
has expanded its operations, it
has been important to be able to
centralise our procurement and
develop our product manage-
ment to offer our units a way
to manage procurement that is
easy and works for them.”
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Remote work in Spain!
During the pandemic, Samira worked remotely
from Spain for quite some time. “Working through
Teams with my colleagues and partners worked
splendidly.” The knowledge worker and mother
of two children (10 and 12 years old) goes to
the gym three times a week, which helps her stay
active, even when sunshine and summer are far
away.
Wulff sees the Deaconess Foundation’s work as impor-
tant. For example, for Christmas in 2021, the gift money
that Wulff had reserved for gifts for group personnel in
Finland was donated to the Deaconess Foundation’s
youth mental health work.
“By supporting the Hetkinen project, we help adoles-
cents at risk of social exclusion and help ensure that
the beginning of their life as an adult is as good as
possible. I find that especially now, during the pan-
demic, adolescents are at risk of being left alone and
without support. In many ways, our society is doing
well in matters of equality when you look at things
like education opportunities. But even though we’re a
welfare state, we have plenty of things left to improve,
including with the availability of mental health services
and support. A decent life also includes the readiness
and capacity to work and feel your contributions are
meaningful, and that’s important just from the basic
perspective of our society’s age distribution and de-
pendencies,” says Wulff Group’s CEO Elina Pienimäki.
8 Annual Report 2021
In exceptional circum-
stances it is the strong
sales attitude that
made us successful.
We have the will
to be active,
we are determined
and recognize
things we can affect.
Wulff Annual Report 2021 9
NET SALES DOUBLED BY ACQUISITION
Elina Pienimäki
CEO
Wulff Group Plc
A YEAR OF AGENCY AND
ACTION
I want to thank everyone at Wulff, our
customers and partners – working with
every one of you has made 2021 a
fantastic year for work. In the last annual
report, I said the pandemic times and
exceptional circumstances had proved
that Wulff has resilience in addition to its
top sales expertise. Thanks to resilience,
the capacity to adapt and survive, we
continued to have a good result, even as
the pandemic posed restrictions to com-
panies and individuals. The exceptional
circumstances, situations requiring quick
reactions, and our good results contin-
ued in the last year. 2021 in particular
was a year of agency and action for us.
We have the will to take proactive meas-
ures, we’re determined, we recognise the
things that we can affect ourselves, and
we ensure that we have the power to
take action. It’s great to be part of Wulff!
COMBINED EXPERTISE OF
FINNISH WORKING LIFE
Wulff’s position as a Finnish working
life expert was reaffirmed through the
acquisition of Staples Finland Oy and its
Finnish parent company EMO Fin-
land Oy in May 2021. The acquisition
significantly accelerated the implemen-
tation of our growth strategy. Our net
sales 2021 almost doubled from EUR
57.5 million to EUR 90.4 million, and
we became a clear market leader in
Finland. The acquisition is a new chapter
CEO’s review
WULFF 'S FINANCIAL OBJECTIVES
NET SALES
average 15-20%
annual growth
OPERATING PROFIT
rising comparable
operating margin
DIVIDEND
rising dividend
per share
colleagues, valuable customers and great
partners with whom we can to continue to
develop our operations and services. The
benefits such as our increased offering in
care and public sector products and the
strengthening of our procurement exper-
tise have already borne fruit and won us
new customers.
Continuously optimising our own oper-
ations and ensuring cost-effectiveness
have always been important to Wulff.
In Finland, we reorganised our structure
in our great history: Staples (previously
Oy Lindell Ab) was established in Helsinki
in 1890 – a few months after Wulff Oy
Ab. This acquisition connects the stories of
the two oldest and most successful Finnish
companies in their fields.
GROWING PRODUCT AND
SERVICE PORTFOLIO
Thanks to the acquisition, our product and
service portfolio has broadened, and our
procurement capacity has increased. We
also welcomed many new and skilled
10 Annual Report 2021
following the acquisition by condensing over-
lapping and similar functions. As a result of the
autumn’s cooperation negotiations, we have
achieved annual savings of nearly EUR 2 million.
The reorganisation of our functions continues,
and we expect to achieve cost synergies totalling
approximately EUR 3 million in 2022–2023.
NEW SERVICE BUSINESS
In 2021, we also began strengthening our service
businesses, and took our first steps towards
offering financial management and account-
ancy services to our customers. The acquisition
of Espoo-based financial management service
company Carpentum, announced in the first days
of 2022, increased the service field’s net sales to
EUR 2,2 million annually. In accordance with our
strategy, we will proceed as quickly as possible
to implement commercially successful practices
and grow profitable business operations. There
is potential for growth in financial management
services, because it has historically been a stable
growth industry.
RESPONSIBLE STRATEGY
The experiences, challenges, opportunities and
successes of 2021 will serve as building blocks and
inspiration for our updated strategy for the 2022–
2026 period. The most important theme in our
strategy continues to be sustainability, in accord-
ance with our customers’ and personnel’s wishes.
We started 2022 by having a discussion with our
personnel about the update to our strategy and
values. The updated strategy will first be implement-
ed in practice in Finland. Wulff’s Sustainability force
field, created with Wulff and sustainability service
company Third Rock and climate and environmen-
tal expert Leo Stranius for 2019–2020, became
Wulff Sustainability, which guides Wulff opera-
tions. We want to make a difference with our own
!
Net sales 2021
90,4 meur
Operating
profit 2021
3,9 meur
Dividend 2021
0,13 €/osake
actions and the products and services we offer,
particularly when it comes to positive climate acts
and fostering equality in the world. In addition
to these two themes, we also found a new goal:
bringing more decent work and financial growth
into the world.
A SUCCESSFUL STRATEGY SURVIVES
CHANGE
We know that the market and operating environ-
ments can change quickly, both now and in the
future. We know that our strategy, a better world
– one workplace at a time, is resilient and can
survive a pandemic and many other disruptions
and changes. With more than 130 years of work,
we have fostered a culture in which we can be
proud of providing our customers with the best
service and bold sales work. Our customers rely
on us to always have up-to-date and sustainable
solutions for all working environments, all from
one provider.
Wulff Annual Report 2021 11
WULFF
VALUES
CUSTOMER
EXPERIENCE
SUSTAINABILITY
ENTREPRENEUR
SHIP
PRODUCTIVITY
CHANGING WORLD AND THE
FUTURE
We live in a changing world – and at
Wulff, we are ready for change, and es-
pecially managing change. Taking agen-
cy is evident in our operations through our
strong choices and bold actions such as
significant acquisitions. Being sustainable
and local, having multichannel expertise
and the best sales expertise in the Nordic
countries are all building blocks for a
successful future and profitable growth,
whatever the future may hold.
A warm thank you to all of you – our
outlook is exciting with you on board!
VALUABLE VALUES
I’m proud of the values that have guided
us in our daily work and decision making
for a long time – more than a hundred
years. Customer orientation, entrepre-
neurship and productivity have been our
compasses in daily life, leading us to
success. The values are long-term and
timeless in the same way as they justify the
existence of a good strategy, and some-
times they go through an update almost
naturally. When we notice that a value is
often highlighted in our own operations
and our customers’ evaluation, it’s time to
recalibrate our values.
Customer orientation was updated into
customer experience, and our three
values became four, with the addition of
sustainability as our fourth value.
12 Annual Report 2021
!
THE NORDIC OPERATING ENVIRONMENT IN FIGURES
According to Wulff’s estimate, the size of the workplace products and services market (EUR/year) has
remained roughly the same for several years. Wulff estimates that the market size is approximately
EUR 400 million in Finland, EUR 700 million in Sweden, EUR 450 million in Norway and EUR 400
million in Denmark.
Wulff Annual Report 2021 13
OPERATING ENVIRONMENT
What is the operating environment for
workplace products and services? How
and where do we work now and in the
future? The pandemic times accelerated the
change in work, and Wulff estimates that
work with physical presence will be done
both as multi-local onsite work in teams and
independent work.
GENERAL ECONOMIC
DEVELOPMENT AFFECTS
COMPANIES’ PURCHASING POWER
In the Nordic countries, the demand of the
trade industry follows general economic
development. The economic downturn in
Wulff’s operating countries caused by the
coronavirus pandemic has been smaller than
previously estimated, but it may still weaken
the preconditions for economic growth. The
pandemic may also cut investments even
further and slow the recovery of the labour
market. The indirect effect of the pandemic
from the perspective of economic develop-
ment is the intensified shortage of raw materi-
als, which widely impacts the availability
of products. The ageing population in the
Nordic countries is changing the dependen-
cy ratio. These and other factors also have
an impact on Wulff’s long-term precondi-
tions for growth. However, Finland, one of
Wulff’s operating countries, has shown slow
economic growth at the end of 2021 despite
the pandemic, and the growth is expected
to continue in 2022. The rapidly spreading
Omicron variant raises the risk of production
decrease, for example, due to a higher num-
ber of sick leaves and a weakened outlook
for the global economy.
A STRONG PLAYER IN A
FRAGMENTED MARKET
The Nordic market is very uniform in terms of
the number of customers, purchasing behav-
iour and demand for products. Traditionally,
the industry’s market has been very fragment-
ed. Entering the market is easy, which is why
many small companies are operating in the
field. Several companies enter and leave
the market every year. In recent years, the
industry has also seen a few takeovers. Wulff
believes that the future of the industry will
be in the hands of companies like itself and
bigger players. Wulff estimates that compa-
ny takeovers will continue in the future, and
the consolidation development is likely to
remain intense. Wulff is a pioneer in com-
pany takeovers in the industry and a strong
player in a fragmented market. In 2021, the
company made a significant acquisition in
Finland by purchasing its strong competitor,
Staples Finland (formerly Oy Lindell Ab).
Wulff is expected to acquire more business-
es in the future. The company feels that it can
also influence the operating environment
by reshaping the industry within, with all its
workplace products and services. A good
At Wulff, we are aware of the transformation
of the operating environment. We actively
observe the changes and see them above all
as opportunities. For example, there will be a
growing demand for tools that maintain and
improve the ergonomics of workstations in
the future. Great tools for working in shared
offices, as well as home and other locations
where people work, are investments that
employers are keen to make when compet-
ing for the best and most profitable experts.
In addition, many senior citizens want to do
meaningful work for as long as they feel fit.
Wulff can help people feel well in their work.
Wulff sees that the most significant meg-
atrend affecting Wulff’s operating environ-
ment and its own operations is sustainability
and especially environmental awareness:
protecting the viable environment and
improving its state. Value-based decision
making will be increased, both in the pro-
curement of individual products and when
selecting partners. Wulff feels that sustain-
ability thinking is the most significant factor
contributing to competitiveness in the future.
WHO TO COMPETE WITH FOR
CUSTOMERS
Wulff’s competitors consist of unlisted small
and medium-sized companies in all market
sectors. In Finland, Wulff Group has approx-
imately ten significant competitors. Wulff Oy
Ab’s contract customer concept faces com-
example of this is Wulff’s investment in a new
service business: financial management and
accountancy services.
TRANSFORMATION GATHERS PACE
The operating environment for workplace
products and services has been in a state of
flux for a long time, and the COVID-19 pan-
demic is accelerating this development. The
megatrends that will affect Wulff’s operating
environment include taking into account
the state of the environment and improving
it instead of resource use, an ageing and
diversifying population, technology blending
with all operations, and the transformation
of work and consumption. Multi-local onsite
work – remote work from a home office or
holiday home, for example – has increased,
and some people will continue to do
particularly information-intensive and expert
work remotely. In the future, onsite work is
likely to be done also in teams multi-locally,
from different locations and facilities that
serve the situation best. Digitalisation is
changing the world, and the development
of information-intensive work methods is
exceedingly rapid. At the same time, the
pandemic period has increased the value
of joint encounters. That is why we want to
invest in spaces where colleagues, customers
and partners are met, and we want to make
such spaces as stimulating and functional as
possible.
14 Annual Report 2020
Wulff Annual Report 2021 15
petition from Lyreco and RCK Finland. In the
Scandinavian contract customer market, Wulff
Supplies faces competition from for example
Lyreco. Wulff’s expertise sales companies
compete for market share with Canncolor
Group and Oy Rahmqvist Ab, among others.
International exhibition services, remote meet-
ing solutions and products, services designed
for construction sites, printing and document
management services and, as our newest
segment, financial management services
broaden Wulff’s operating environment from
its traditional sphere.
Wulff Entre specialises in the Group’s inter-
national trade shows and remote meeting
services. Exhibitions are seasonal. Most sales
are therefore generated in the second and
last quarter of the year. Wulff Entre’s sales
and operations are influenced by trade
show frequency, because many international
exhibitions only occur every two or sometimes
three years. Wulff Entre’s competitors are
international event production and marketing
agencies, exhibition producers, trade show
service houses and stand builders, mainly
located in the Nordic countries, the Neth-
erlands and Eastern European countries.
The operating environment of the exhibition
industry has changed radically recently, as
the COVID-19 pandemic has forced a large
number of international and domestic trade
fair events to be cancelled or postponed. The
My Remote Studio remote meeting solution for
Wulff Entre’s corporate customers is a growing
business area. The number of various remote
encounters has increased significantly during
the pandemic, and companies need to ensure
that these services are of high quality.
Wulff's operating environment in Finland and
Scandinavia in the sale of lamination and
protective product solutions is construction.
Business opportunities are affected by the
situation in residential and commercial con-
struction. The still unpredictable pandemic
situation makes forecasting growth challeng-
ing, even though the construction industry has
recently been growing slowly and steadily in
the company’s operating countries.
According to Wulff, the operating environ-
ment for printing and document manage-
ment services is most significantly affected
by sustainability. The company believes that
the companies that offer the most sustainable
solutions will be the most successful in the
industry. Wulff Group provides services in the
Helsinki metropolitan area through Canon
Business Center. Both Canon and Wulff
are engaged in increasing and developing
sustainable solutions to build competitive-
ness.
Wulff feels that there is room in the market
for a new expert company in the field of
accountancy and financial management ser-
vices: Wulff. The industry has been profitable
and growing steadily for a long time. Cur-
rently, the largest players in the industry are
Accountor, Talenom and Rantalainen, while
Wulff’s operations are still relatively small.
FOR COMPANIES, ENTREPRENEURS
AND COMMUNITIES
The products sold by Wulff are used
throughout the year. In normal circumstances,
demand is continuous and not seasonal in
the areas of data storing solutions, cafeteria
and catering, facility management, toner
cartridges, paper and cleaning products,
for example. Demand is influenced by the
general economic situation. For example,
as large companies hire more white-collar
employees, consumption increases. Some
products have a very long lifecycle. For
example, ergonomic products are often
considered carefully before buying, and
they can last for decades. Sales of promo-
tional and gift items have traditionally been
seasonal, with an emphasis on the second
and fourth quarters of the year. Nowadays,
gifts and promotional items are increasingly
an integral part of corporate marketing com-
munications and are significant in communi-
cating company values. Intangible gifts are
also increasing in popularity, which is why
traditional business Christmas and summer
gift items will no longer appear as seasonal
peak sales.
The significant change in consumerism seen
in the Nordic economy in recent decades
also affects how Wulff sees the opportunity
to build success and growth. Entrepreneur-
ship and, for example, services produced by
so-called ‘light entrepreneurs’ are becoming
more common, and more and more people
will employ themselves in the future, selling
their own expertise. It is important for Wulff
to be a flexible and agile company that
responds to market changes, and that it has
the courage and capacity to innovate and
provide services for companies of all sizes.
VALUE-BASED GROWTH AND
CHANGE
Wulff’s most important change in the oper-
ating environment is the growing importance
of sustainability thinking and value-based
partner selection. The company builds its
future growth and competitiveness around
sustainable, ethical and environmentally
friendly products and services. Wulff aims
to be the most active player in its field. The
company wants to develop and change its
own and its customers’ operations and the
entire industry, and to influence the operating
environment and values. Those who can take
advantage of development and are leading
the change will succeed in the industry.
BETTER CHOICES MATTER
Wulff estimates that the COVID-19 pandem-
ic will affect the financial situation of com-
panies for years to come – and the goals of
companies for a long time and permanently:
the COVID-19 pandemic has prompted us
to see how our actions affects nature. During
the COVID-19 pandemic, the performance
and carrying capacity of the environment
have recovered in a short time in some
places, as pollution or emissions have been
cut radically. Our actions, the better choices
made by companies and individuals, matter.
They are significant. Significance builds
competitiveness. Companies want to select
partners who share the same set of values.
Products and services have to do more than
solve everyday problems. For example, the
carbon footprint or handprint of a product or
service, or the ethicalness of its production
methods, are crucial decision-making crite-
ria. At Wulff, future success is built through
the continuous development of our customer
experience and our own operations.
16 Annual Report 2021
Sustainability guides the
future of Wulff and the
entire world. We inspire
our customers to make
their work environments
sustainable and to choose
products and services that
make work and the world
better.
Wulff Annual Report 2021 17
Mission
We make the world a better place,
one workplace at a time.
Customer promise
We help companies create better and
more sustainable working environments
and perfect working days.
Goal
Wulff is the most recommended and
responsible partner and employer.
STRATEGY
2022-2026
STRATEGY AND VALUE UPDATE
Values
Wulff has strong and functional values
that have remained the same for a long
time – good values last. Values need
to be updated when it is found that an
issue or theme is constantly coming up to
guide the activities. During 2021, Wulff
updated its values: customer orientation
was updated to a broader and more
inclusive customer experience, and our
three values grew by one, as sustainabil-
ity became our fourth value. The updated
values – customer experience, entrepre-
neurship, sustainability and effectiveness
– were discussed with the personnel in
Finland at the beginning of 2022 on the
personnel’s strategy and sales day and
were further integrated into the daily op-
erations of the Group and its subsidiaries
abroad.
A better world one workplace at a
time
The idea of making the world better one
workplace at a time stayed at the heart
of our strategy. This is Wulff’s inspiring
answer to the question “Why do we
exist?”. The strategy was updated to be
even more sustainable to meet the wishes
STRATEGY AND BUSINESS
of customers, partners and staff. Wulff’s
Sustainability force field, created with
Wulff and sustainability service company
Third Rock and climate and environmental
expert Leo Stranius for 2019–2020, be-
came Wulff Sustainability, which broadly
guides Wulff operations. Wulff wants to
make a difference with its own actions,
products and services, particularly when it
comes to positive climate actions and fos-
tering equality in the world. In addition to
these two themes, a new goal was found:
bringing more decent work and financial
growth into the world. You can read more
about Wulff’s Sustainability on page 25.
Important in our operations
Focus areas help Wulff employees focus
on what is relevant in their work. Quality
is always experienced on a personal
level, individually. The customer chooses
how they want to be served: that is why
multi-channel and advanced ways of
dealing with the customer are impor-
tant. At the same time, Wulff believes
that personal service will continue to be
a competitive advantage in the future,
alongside modern electronic service
channels. Providing the best customer ex-
perience in the industry requires input from
all Wulff employees as well as ideas and
Mission
We make the world a better place,
one workplace at a time.
Customer promise
We help companies create better and
more sustainable working environments
and perfect working days.
Goal
Wulff is the most recommended and
responsible partner and employer.
STRATEGY
2022-2026
18 Annual Report 2021
feedback from customers and partners.
The customer experience is measured,
monitored and developed. Immediate
feedback is sought and received when
customers are met, and a customer satis-
faction survey is conducted annually for
all of the Group’s customers. In Finland,
Wulff is also developing its operations
based on the results of the study of sales
of workplace products and services
conducted by the Taloustutkimus research
company (Working Life Decision makers,
TEP) conducted by the Taloustutkimus
research company.
Wulff has a strong sales identity and aims
to be the best sales organisation in the
Nordic countries. In addition, investing in
what customers praise the most will have
a positive effect on the development of
sales and net sales. Continuous optimisa-
tion of one’s own operations is important,
because everyone at Wulff can use more
efficient operating methods for a better
result.
In 2021, the strategic focus areas were
complemented by leadership. For
Wulff, leadership means a culture of
service leadership, personal leadership,
self-leadership, and listening leadership
in to partners and customers’ thinking.
Leadership emphasises humanity and
leadership in thinking, especially insight
toward sustainable solutions.
PROJECTS AND CONCEPTS
The best projects can grow into strong
values that are incorporated in the oper-
ations of the company and the daily life
of its employees. Sustainability is the most
important value guiding Wulff’s oper-
ations and the most significant driver of
competitiveness. Wulff has made a strong
commitment to sustainability, first with
the Wulff Better Products project, which
began in 2017 and aimed to increase the
number of products and services that are
sustainable and environmentally friendly.
In 2019-2020, the Better Products project
grew into a Sustainability force field for
2019-2020. The force field expanded last
year into Wulff Sustainability. Wulff’s goal
is to contribute to positive climate change
and increase global equality, in particular
through its own operations and product
and service offerings. The third theme is
to increase decent work and economic
growth in the world.
In addition, the Wulff Lab project has be-
come a permanent operating model for
the company, which encourages a culture
of experimentation and the quick scaling
of successes, as well as boldly giving
up unprofitable business or business that
is not in line with our values. The Lab
activities include finding new and more
sustainable products for our selection,
as well as introducing completely new
services to the Wulff selection.
Coming up with new and more effective
ways of working and development are
also part of the Lab activities.
Sustainability and environmental aspects
are also highlighted in the Wulff Acad-
STRATEGIC FOCUS AREAS
Interesting and attractive sales work community and easy purchases for
customers: Wulff aims to be the most recommended and responsible partner
and employer in its field. It succeeds by investing in strategic focus areas.
SALES
EXCELLENCE
CUSTOMER
EXPERIENCE
RESPONSIBILITY
OPERATIONAL
EFFICIENCY
MULTI-
CHANNEL
LEADERSHIP
Wulff Annual Report 2021 19
planet we’re living on, are positive. We
enable better work environments and
make the workplace – wherever it may
be. More comfortable, healthier, safer,
more enjoyable, more efficient, more
ecological, more functional, more diverse
– how do you want to improve your
working day and environment? Wulff has
the solution.
WHAT ARE WORKPLACE PRODUCTS?
Ensuring the performance of companies
with relevant products has become more
important in all of our operating countries
and sales channels over the past couple
of years. At workplaces, hygiene and
protective products in particular have
been needed: products that have been
used to make working days safe. At
Wulff, we believe that these products will
remain an important part of our selec-
tion in the future as well. Once we are
done with the COVID-19 pandemic, we
want these products to communicate the
company’s values and brand as well – as
product selections nowadays inevitably
emy and Wulff Digital projects. Wulff
Academy includes an orientation and
training programme, as well as indicators
of daily activities and development used
to ensure that our personnel have the
necessary competence now and in the
future. The purpose of the Wulff Digital
project is to ensure the company’s digital
capabilities and pioneer status. The best
customer experience in the industry is
created with all the mentioned aspects,
committed people and a strong feeling of
significance, a shared objective to make
the world a better place.
A PERFECT WORKING DAY IS
SUSTAINABLE
Value-based decision making is increas-
ing in the procurement of individual
products, as well as in selecting a partner.
Companies and communities are not
only expected to have opinions and issue
statements, but to act in line with them.
That is why Wulff thinks a perfect work-
ing day is also sustainable. It means that
our impact on our operations and our
customers’ operations, as well as on the
PROVEN TO BE A LEADING COMPANY IN ITS FIELD
e Working Life Decision Makers TEP 2021 survey was again conducted in Finland by the Taloustutkimus research company in the eld of workplace products and
services (Oce Supplies in the survey). All the companies surveyed enjoyed excellent scores. Our industry has received praise from Taloustutkimus: it is less common to
get excellent averages, close results and a positive score trend worth admiring.
e survey once again rated our customer service the best in the eld (shared number one). We also took the top positions in customer awareness, overall score,
price-quality ratio, reliability and delivery speed.
do. Products are expected not only to be
fit for their purpose but also have other
values or properties. For example, the
user wants a hand sanitiser to ensure
health and safety and also have moisturis-
ing properties.
What kind of products are purchased
from Wulff, and what are workplace
products? In addition to hygiene and pro-
tective products, the most sold workplace
products last year were coffee, toner
cartridges and printing paper. The share
of cafeteria and property maintenance
products of all sold products is increas-
ing continuously. At Wulff, we know that
to succeed in our business we need
to actively and insightfully renew our
product selection, because the demand
for traditional office supplies has been
declining for a longer period. There are
digital replacements for pens, paper and
notebooks.
Wulff’s product selection is extensive.
You can easily order more than 25,000
different products, and we have more
than 15,000 ready products available
in our warehouse. Our selection features
hygiene, protection and safety products,
air cleansing, cafeteria and break room
supplies, property maintenance and
cleaning supplies, office and IT supplies,
ergonomics, first aid, and innovative
products for construction sites. In air
purification and the construction product
range, for example, the company invests
in quality products sold exclusively. For
example, Aeramax air purification is used
in top European hospitals as well as in
the Finnish Ski Association’s buses. Xyron
Pro lamination and PrimaCover protective
products are the favourites among those
working in construction thanks to their top
quality and good usability.
Wulff’s product range also includes ser-
vices: In Finland, Canon Business Center
Vantaa, which is part of Wulff Group, is
among the strongest sellers of data and
document management and printing
solutions in the Helsinki metropolitan area.
20 Annual Report 2021
Canon Business Group Vantaa, which
belongs to the Wulff Group, is part of
Canon’s sales and service network that
covers the whole of Finland.
The network has offices in 35 locations
across Finland. Canon's unified way
to operate ensures consistency and
high-quality of service. Together with
Canon’s product and service concept
and Wulff’s sales organisation, Canon
Business Center Vantaa believes that it
will win new customers and continue to
succeed. Canon Oy selected Canon
Business Center Vantaa (Mavecom
Palvelut Oy) as the Canon Business
Center reselling company for 2020-
2021. The recognition was granted for the
third time.
In the Helsinki Metropolitan Area, Wulff
also provides its customers with high-qual-
ity, Finnish and sustainable catering
services under the Wulff Catering brand.
LEAP IN GROWTH AND THE
LARGEST ACQUISITIONS
The year 2021 continued to be excep-
tional worldwide. The coronavirus and the
resulting restrictions and recommenda-
tions affected the operations of compa-
nies and individuals. Wulff continued to
respond well and adapt. In line with its
strategy, the company strengthened its
position and also grew through acquisi-
tions.
In May 2021, Wulff acquired its domestic
competitor, Staples Finland Oy, and its
Finnish parent company, EMO Finland
Oy. With this transaction, Wulff became
the clear market leader in its field in
Finland and almost doubled its annual
turnover.
the concepts
New business area
and product tracking
& development
LAB
ACADEMY
RECRUITMENT
skills, attitude
INTRODUCTION
training
AUDIT
performance
DEVELOPMENT
training
Positive climate actions
Equality and humanity
- happy Wulffsters
- carbon neutral Wulff:
– offices – supply chain –
products
SUSTAINABILITY
DIGITAL
Customer service and encounter
digitally and in person.
Digital contacts for leads
and commerce.
Digi streamlining your own work.
The merger of two originally Finnish work-
ing life expert companies made Wulff an
even more powerful player in the market
and significantly increased the number
of customers. The Group's customers will
benefit from the even wider product range
and strengthened expertise brought about
by the merger. Staples (formerly Oy Lin-
dell Ab) was founded in 1890 in Helsinki
and has been known in recent years as
a strong contract supplier of workplace
products and work environment solutions
for large companies and the public sec-
tor. Staples’s net sales in 2020 were EUR
55.8 million. As a result of the acquisition,
Wulff's net sales in 2021 almost doubled
from EUR 57.5 million to approximately
EUR 90.4 million.
The entire share capital of Staples Finland
was owned by EMO Finland, and Wulff
purchased EMO Finland Oy and Staples
Finland Oy for EUR 6.0 million. Due to the
negotiated purchase price (the net assets
of the target company at the time of ac-
quisition on 3 May 2021 were approxi-
mately EUR 10.5 million), the goodwill in
the transaction remained negative by EUR
4.5 million and has been recognized
as other operating income; the entry is
reported as a non-recurring item affecting
comparability.
PROFITABLE GROWTH
It is important for Wulff to grow profitably,
and therefore two organisations (Wulff
Oy Ab and Staples Finland) serving the
same target group were reorganised as
soon as possible after the acquisition.
Staples Finland also changed its name to
Wulff Solutions Oy, and Wulff’s Finnish
contract sales units will later be legally
merged into the same company. In line
with the strategy, the common brand
Wulff Annual Report 2021 21
name Wulff is already widely used and
the operations will be merged as quickly
as possible. As a result of the reorgan-
isation of operations, the termination of
employments and the reorganisation of
the cost structure and cost savings of the
acquired company, Wulff estimates that it
will achieve annual savings of almost EUR
2 million in 2022 and a total of approxi-
mately EUR 3 million by 2023.
NEW SERVICE BUSINESS
Wulff is looking for growth from especial-
ly in new service and product areas, as
well as through acquisitions. Last year, fi-
nancial management services were found
to complement the service offering very
well, and the company has been invest-
ing in that industry by growing organically
and through minor acquisitions. In January
2022, the company announced the ac-
quisition of Carpentum, an Espoo-based
financial management service, and
increased the annual net sales of its new
service area to approximately EUR 2.2
million and the number of personnel of the
operation to more than 20 top profes-
sionals. Founded in 1997, Carpentum has
an annual turnover of approximately EUR
1.2 million and an adjusted operating
profit of approximately EUR 0.2 million.
The purchase price was EUR 0.9 million.
Wulff is actively looking for new services
that complement its operations, and is
willing to invest in new product groups
and services through acquisitions and
mergers in line with its strategy also in the
future.
IMPORTANT INVESTMENT
In 2022, the new Wulff House in Kilo,
Espoo, will serve all of Wulff’s personnel
in Finland. In 2019, modern and comfort-
able business premises were renovated
for use by the Group. The company
also got its own solar power station on
the roof of Wulff House in Espoo. At the
end of 2021, a new renovation of Wulff
House began, when the previously rented
space was transferred to Wulff’s use, and
the Group will have 850 square meters
of new premises by the summer of 2022.
Wulff Entre, which operated in Niitty-
kumpu, Espoo, moved to Wulff House in
Kilo, Espoo, in late 2021. Staples Finland,
which was acquired by the Group in
the spring, has operated in Pitäjänmäki,
Helsinki, and the staff will also move from
these premises to Espoo during 2022. The
new facilities will stimulate energetic en-
counters and collaboration and support
the multi-local onsite work of the future.
MULTICHANNEL WULFF
In addition to Finland, Wulff operates
in Sweden, Norway and Denmark. The
service models of this multichannel group
complement one another splendidly. They
both share the idea of offering the com-
pany’s competence to customers. Com-
prehensive service promotes customer
satisfaction and the continuity of customer
relationships. In the Nordic countries,
Wulff has approximately 100,000 cus-
tomers served personally by almost 250
B2B sales professionals.
A significant portion of Wulff’s net sales
comes from contract sales of workplace
products and services. Wulff is clearly
the industry’s strongest in Finland and
among the most significant workplace
product and services contract operators
in Scandinavia, and a significant number
of the largest Nordic companies trust its
expertise.
The Contract Customer concept makes
it easier for customers to make regular
purchases. One of the most popular
time and cost-saving supply solutions in
Finland is Wulff’s MiniBar, and in Scandi-
navia, the Cabinet Service, which can be
found in hundreds of large organisations
and corporations. MiniBar and Cabinet
Service work like their hotel namesakes.
The shelves of the automated refilling
services offer ready-to-use office and IT
supplies, catering and facility manage-
ment products. The COVID-19 pandemic
has affected the contents of MiniBar:
the demand for IT, cafeteria and prop-
erty maintenance products and office
supplies has decreased as remote work
has become more common. However,
significant numbers of hygiene and clean-
ing products are needed and purchased
for workplaces. The new normal means
investing in cleanliness and safety in the
future as well. A progressive employer is
also a caring employer that also delivers
the tools and products for good ergo-
nomics and wellbeing at work for home
offices.
LOCALLY AND PERSONALLY
Expertise Sales offers local and personal
service to companies of all sizes. In ex-
ceptional circumstances, Wulff’s Expertise
Sales has proven to be competitive in
terms of flexibility, responsiveness and an
excellent knowledge of customers and
their business. The key to achieving good
results has been the rapid development of
the product range, active sales work and
presence in the everyday lives of custom-
ers, taking into account the circumstances.
FOR SMALL BUSINESSES AND
CONSUMERS
Customers are also served in person
at Wulff shops. In Finland, Wulffinkul-
Wulff continued great
response and
adaptation in
2021 continued excep-
tional circumstances.
22 Annual Report 2021 22 Wulff Annual Report 2019
Wulff Annual Report 2021 23
ma stores can be found in Konala and
Sörnäinen, Helsinki, and in Jyväskylä, Lahti
and Turku.
The online network has increased its sig-
nificance as a customer service channel,
but it also complements personal sales.
Contract Customers are served more
widely on the internet with customised
solutions, and the use of our online service
is constantly growing. Especially micro,
small, and medium-sized companies are
served online by the Wulffinkulma.fi online
store, which find new customers contin-
uously. Opportunities brought about by
digitalisation play an important role in our
development of the Wulff of tomorrow.
Challenges in the trade fair and event in-
dustry continued: 2021 was a particularly
challenging year for Wulff Entre, which
sells the company’s international exhi-
bition services, and Wulff Catering, a pro-
vider of restaurant services. The cancella-
tion or postponement of international and
domestic exhibitions and events continued
due to the COVID19 situation. Wulff
Entre, which normally holds exhibitions
in more than 30 countries every year, in-
vested in own efficiency and the renewal
of its industry, and continued to develop
and sell new, sustainable products. The
Exhibition On Demand concept takes
remote encounter to a whole new level.
The Meeting Design method ensures that
the meetings are personal, informative,
experiential and of high quality. Another
product developed by Wulff Entre is
My Remote Studio. It brings together
audio-visual experiences available to
all companies and entrepreneurs in an
affordable package that is easy to use.
Organising a remote meeting, webinar,
workshop, presentation or training event
is easy with My Remote Studio as a
self-service from your own studio.
AN EFFECTIVE DISTRIBUTION
CHANNEL OF HIGHQUALITY
SERVICES AND PRODUCTS
Wulff is a significant partner for the
companies with which it collaborates. The
Group companies are a desired distri-
bution channel for suppliers’ new prod-
ucts. For example, a nationwide sales
channel makes launching new products
to customers in a tight timeframe possible
while serving each customer personally.
The growing Group can offer its cus-
tomers an increasingly diverse range of
services, price benefits, more sustaina-
ble services, products, and information
about the impacts of their purchases. The
company actively collects feedback and
information from companies and product
users regarding their needs and wishes.
In addition to Wulff’s own operational
development, suppliers also utilise this
information. The best ideas for product
development and new products often
come from customers.
NETWORKING IS A PART
OF BUSINESS
InterACTION, the leading wholesaler
association in the field, is an important
network for Wulff Group. All member
companies are leading companies
in their native countries. InterACTION
members meet regularly to coordinate
joint purchases and share knowledge
and skills in sales, marketing, and logistics.
For example, InterACTION companies
exchange information about bestselling
products in different countries. Wulff ben-
efits directly from the market and product
information it receives. The joint purchas-
ing organisation has its own international
brand called Q-Connect. The high quality
Q-Connect products are also included
in Wulff Group’s product range, and their
popularity and number in Wulff’s selec-
tion have grown continuously.
WHAT DOES THE FUTURE LOOK
LIKE?
Wulff estimates that net sales and compa-
rable operating profit in 2022 will grow
from the 2021 level. Wulff’s goal is to be
the market leader for workplace products
and services, and the most recommended
and responsible partner in the sector –
making a better world, one workplace
at a time. The foundation of the growth
strategy is an expansion of the product
and service portfolio, and acquisitions
in the Nordic countries. The company
updated its medium-term financial targets
with a view to doubling net sales to EUR
200 million in 2026. The aim is to reach
an annual net sales growth of 15-20%.
Mo tecaepe rruptat
voles con coria cusandu-
cia adis del et hariatur,
veri optas magnat
24 Annual Report 2021
Sustainability guides
Wulff's work widely
as a value, a concept
and as projects.
Wulff Annual Report 2021 25
THE SUSTAINABLE WULFF
When partnering with workplace products
procurement by Wulff,
it is easy to choose sustainability.
The importance of sustainability at Wulff,
as in the operations of all companies
and communities, has grown significantly
in recent years. In 2021, sustainability
became the fourth value at Wulff, and
Wulff Sustainability sprouted from the Sus-
tainability force field. As a value, concept
and sustainability project, sustainability
broadly guides Wulff’s operations.
For Wulff, sustainability especially means
positive climate actions, increasing equal-
ity, decent work and economic growth in
the world. When the themes have a strong
presence in our strategy, taking care of
environmental, economic, and corporate
social responsibility is a natural part of our
operations.
Wulff’s Sustainability targets, actions and
indicators have been designed in col-
laboration with the sustainability service
company Third Rock and climate and
environmental expert Leo Stranius. Wulff
finds it important to set meaningful targets
for operational development that will be
meaningful and have an impact now
and in the future. The aim was to decide
on targets that would be challenging but
achievable with determined and persis-
tent work. At Wulff, we are pleased to
see that sustainability has become a more
significant decision-making criterion for an
ever-increasing group of customers and
Wulff stakeholders. It makes Sustainability
and Sustainability projects an inspiring
tool that benefits all.
The three important elements of Sustain-
ability at Wulff are happy Wulff employ-
ees, a sustainable supply chain and a
carbon-neutral Wulff. The Sustainability
theme is reviewed annually at Wulff: in-
ternal and external audits, and help from
experts if necessary, are used to ensure
that practices and development trends
also serve Wulff’s strategy as the operat-
ing environment changes.
ENVIRONMENTAL RESPONSIBILITY
AND POSITIVE CLIMATE ACTIONS
Wulff’s targets regarding carbon-neu-
trality and a sustainable supply chain
are strong statements for positive climate
actions and environmental responsibility. It
is important to know the carbon foot-
print of your own actions and choices,
decrease it, and compensate for any
emissions. However, acknowledging and
decreasing your carbon footprint is only
the first step. In its own operations and the
product selection it offers for its customers,
Wulff aims to create climate benefits with
products, services, or processes, or to
turn the carbon footprint into a carbon
handprint.
MORE SUSTAINABLE CHOICES FOR
CUSTOMERS
We need information, indicators, guid-
ance and inspiration for more sustainable
operations. Wulff has invested in collect-
ing information, creating indicators and
communications. As a customer of Wulff,
more sustainable operations are easy be-
cause customers get extensive information
about the impacts of their choices on the
world and suggestions for making your
operations and actions more sustainable.
Wulff has been praised on several
occasions for its detailed environmental
reporting. For example, CO2 emissions
burdening the environment are monitored
in Contract Customer sales, as well as
company- and customer-specifically. The
environmental calculator counts the op-
erations’ carbon footprint and indicates
how much offset CO2 emissions are
created. Customer-specific CO2 emis-
sions reports have been part of Wulff’s
Contract Customer sales’ standard
reporting for a long time. Customers are
also actively steered towards low-emis-
sion operations by optimising the number
of deliveries.
The delivery options used are environ-
mentally friendly and carbon-neutral. De-
liveries with no carbon dioxide emissions
are executed in Finland through the Posti
Green service. Decreasing and calcu-
lating CO2 emissions is realised using
Posti’s environmental programme, and the
remaining emissions are compensated
26 Annual Report 2021
For the Wulff people, responsibility means positive climate action and equality in particular
adding to the world.
by funding certified climate projects in
countries with no emission ceilings.
All packaging material used in shipping
goods are recyclable or can be utilised
as energy. Cardboard boxes, packag-
ing tape, packing rims, stretch wrap and
pallet hoods, as well as filler paper, have
all been selected for their recyclability or
environmentally friendly disposal.
Wulff actively provides different recycling
options for its customers – for example,
recycling containers and the Wulff Eko-
Bag. The recycling of used toner car-
tridges, soft drink bottles, batteries, and
waste electrical and electronic equipment
(WEEE) is quick and easy thanks to re-
turnable collection containers. Workplace
products made of different materials can
easily be sent out for sorting and reuse
in the Wulff Eko-Bag. As the container
or bag is starting to fill up, you order a
collection from Posti, and the products will
be processed further for recycling.
In Contract Customer sales, the sustaina-
bility percentage of customers’ purchases
is monitored and discussed with Wulff’s
key account manager. Customers of the
wulffinkulma.fi online store that is open to
everyone are encouraged to make better
choices with the sustainability indicator
in the shopping basket. In both person-
al and online encounters, Wulff steers
customers towards better choices. Better
choices can be environmentally friendly,
ethically made, certified, domestic and
locally manufactured products. The more
customers our Wulff employees meet,
the more we succeed in increasing the
amount of information on sustainable
options in the world. By taking care of the
environment, we also create the precon-
ditions for people and our company to
succeed in the future.
Driving constitutes part of the Wulff
carbon footprint. The job of many Wulff
employees is meeting customers in differ-
ent corners of the country, sometimes far
away. At Wulff House in Kilo, Espoo, we
have two electric car charging stations
that are available for our personnel and
customers to use. The car policy of Wulff
Group includes renewing our fleet to
include vehicles that burden the environ-
ment as little as possible. Some of the fleet
is renewed every year. The number of
more environmentally friendly vehicles is
thus continuously increasing. The emission
limits for new cars have been decreased
significantly. In addition, we provide our
employees with the opportunity to select
an environmentally friendly gas car as
their vehicle. Wulff employees are also
encouraged to commute, and those
working in the offices are advised to go
to lunch or the train station by bicycle or
on foot, for example, enjoying the green-
ness of nature. And a little exercise break
works wonders for the mind and body!
The increase in remote meetings has cut
the kilometres driven, and the exception-
al circumstances due to the COVID-19
pandemic have accelerated the trans-
formation, where in-person meetings can
Wulff Annual Report 2021 27
Wulff's goal is a 100% carbon-neutral order-supply chain in 2022. The supply chain includes import
transportation from the supplier to Wulff's warehouses, energy used in storage, transportation of orders
to customers and recycling / return.
also be an experiential online encounter.
Teams, Zoom and Google Meet meet-
ings will also be part of Wulff employees’
ecological daily life in the future.
CARBONNEUTRAL PRODUCTS
WILL REPRESENT A SIGNIFICANT
SHARE BY 2030
Many of our customers who purchase
workplace products from Wulff have
noticed that sustainable products are
good for the environment and the budget.
Wulff’s selection of sustainable products
is increasing continuously. When selecting
partners, we prefer companies committed
to sustainable development, improving
the environment and ethical operations. In
particular, we are adding products to our
selection in which environmentally friendly
raw materials and production have
been used. We have updated our own
ethical guidelines, which we will review
with our annual contract partners by the
end of 2022. Commitment to our ethical
guidelines is verified by a signed contract.
In addition to environmental impacts, the
guidelines take a stand on bribery and
human rights.
SUSTAINABLE SUPPLY CHAIN AND
CARBONNEUTRAL OFFICES
The Wulff supply chain has long been the
most environmentally friendly in the indus-
try, and it is well on its way to becoming
progressive in its sustainability. The prod-
ucts’ entire logistical order and supply
chain, from the supplier to the customer, is
transformed to become as low-emission
as possible, and any possibly remaining
emissions are fully compensated The
supply chain includes import delivery from
the supplier to a Wulff warehouse, the
energy used in storage, order deliver-
ies to customers, and recycling and/or
returning.
In its own operations, Wulff is actively de-
creasing the emissions, consumption and
waste created in its operations. In 2022,
company’s own office will become car-
bon-neutral. Wulff House in Kilo, Espoo,
already produces its own energy with the
solar power station built on the roof of the
building in summer, and similar projects
have been initiated in other countries of
operations. The capacity of the power
station is 107 kWp, and the total produc-
tion is approx. 90 MWh. Solar energy
is green energy at its best, because its
production is noise-free, inexhaustible,
and almost pollution-free. Wulff was
among the first to start using solar panels
in Finland. By investing in its own solar
power station producing renewable en-
ergy, Wulff as a company can improve its
energy efficiency and decrease carbon
dioxide emissions for its part.
The emissions remaining from our own
operations are compensated. Planting
forests is one of the most effective ways of
increasing carbon sinks in the world, and
Wulff people are planting trees in North
Savo and other regions.
With all its stakeholders, Wulff promotes
sustainable operations in all its opera-
tions, always taking into account environ-
mental responsibility. On a national level,
Wulff is already the industry’s most envi-
ronmentally friendly operator in Finland.
Its operations have been standardised
with the ISO 14001 certification.
SOCIAL RESPONSIBILITY, HAPPY
WULFF EMPLOYEES, AND A MORE
EQUAL WORLD
Equality and leadership is at the heart
of social responsibility at Wulff. When
we succeed in making the world a more
equal place, and when we increase
equality and decrease inequality, we cre-
ate more positive experiences for people.
The objective of Wulff is to provide an
opportunity for meaningful work. That
is why discussions on what makes work
meaningful for each of us are important
and encouraged. To truly share the same
values, the values of the company and
the people must meet at a sufficient level.
An employee who feels well and healthy
is any company’s most precious asset.
We track the wellbeing and satisfaction
Wulff's own 4H!
Wulffians are
encouraged
to do good: every
Wulff employee can
spend 4 hours of their
working time during
the year on volunteer
work they find
important.
28 Annual Report 2020
Sales is an equal
profession in which
everyone can
affect their own
success and
career advancement.
Wulff Annual Report 2021 29
Wulff employs different kinds of people with diverse educational and
work experience backgrounds. Some are starting out on their career, and some
have a long career behind them.
at work of Wulff employees with an an-
nual employee survey. Wulff employees
actively respond to the survey. The job
satisfaction in Group has remained at a
very good level and some of its aspects
have also developed positively.
In 2021, leadership at Wulff became
one of the strategic focus areas. Leader-
ship at Wulff means a culture of service
leadership in particular, and the leader-
ship of one’s own thoughts and actions,
self-leadership. The pandemic times have
highlighted the need to be present, to
care, and to lead and encounter people
as individuals. At Wulff, this theme is fo-
cused through coaching and training and
actively discussing the topic.
DIVERSE AND VERSATILE WULFF
EMPLOYEES
Wulff employs different kinds of peo-
ple with diverse educational and work
experience backgrounds. Some are
starting out on their career, and some
have a long career behind them. Every
employee’s need for personal coaching
is evaluated separately. Every year, Wulff
employees hone their skills by attending
training and coaching sessions for an
average of 11 days. Sales is experienced
as an equal profession where you can
influence your work greatly, and oppor-
tunities of advancing in your career are
great. Wulff has received a lot of praise
from students, educational institutions,
interns and TE centres, because it offers
opportunities to learn working life skills
in practice with Wulff employees in real
work and customer situations. Maintain-
ing and developing working life skills,
commanding basic skills and taking into
account the growing number of incapac-
itated people with limited working ability
is important. Wulff therefore also provides
opportunities for those considering a new
job, as well as those in work trials, training
and rehabilitation. We provide people
from different backgrounds and even in
challenging life situations with an oppor-
tunity to get positive experiences of being
part of a work community.
Entrepreneurship is becoming more com-
mon and organisations, including Wulff,
are increasingly buying targeted expertise
and, for example, project-specific know-
how from expert entrepreneurs. Wulff’s
goal is to be the most recommended and
responsible partner also, for example, for
light entrepreneurs who provide services
to Wulff. Partner satisfaction with Wulff is
measured by an annual survey.
SOCIALLY ACTIVE
Wulff is an active social operator. Every
year, Wulff supports charity projects it
finds important that have a positive effect
on the climate, increase equality or are
otherwise in line with Wulff’s values and
strategy by increasing the appreciation
of sales work or encouraging healthy
lifestyle, for example. Wulff encourages
its own employees to give their time to
do good: every Wulff employee can use
four hours per year of their working hours
on voluntary work they deem important
or a project promoting positive climate
action, equality, decent work or econom-
ic growth, for example.
A HEALTHY FINANCIAL POSITION
ENSURES SUSTAINABLE
OPERATIONAL DEVELOPMENT
The Group’s financial success enables the
operational development in line with sus-
tainable and responsible development.
Wulff’s objective in all its operating coun-
tries is to create value for its stakeholders:
customers, suppliers and employees. For
its shareholders, Wulff produces value
in the form of dividends and increases in
value, for example. Wulff’s objective is to
share approximately 50% of the financial
year’s profit as dividend. The Board has
proposed to the Annual General Meet-
ing to be held on 08/04/2022 that a
dividend of EUR 0.13 per share be paid
for the financial year 2021.
30 Annual Report 2020
Wulff Annual Report 2021 31
A CAREER WITH WULFF
A CAREER WITH A SALES TEAM
Wulff offers its employees good opportunities to grow
and develop in their own work. For example, most of
the subsidiaries’ managing directors have started their
careers in sales. As a Nordic company, Wulff also offers
a possibility to create an international career. Wulff is in
many ways an equal employer: it employs people of all
ages, and with various educational and work experience
backgrounds. While many companies focus their business
operations in the Helsinki metropolitan area or significant
growth centres, Wulff can offer vacancies in numerous
locations around its operating countries. To strengthen
organic sales growth, the Group focuses strongly on the
recruitment of sales personnel. Wulff wants to hire new
specialist sales personnel in all its operating countries.
Wulff is largely a sales company, and selling is an equal
job that is suitable for many different people, regard-
less of age or gender. In January–December 2021, the
Group’s personnel totalled an average of 248 (189)
employees. Wulff’s personnel increased by 114 due to
the acquisition of Wulff Solutions. At the end of December
2021, the Group had 278 (176) employees, of whom
67 (60) persons were employed in Sweden, Norway
or Denmark. The Group’s personnel consists of 45% (57)
of employees in sales operations, and 55% (43) in sales
support, logistics and administration. 51 % (48) of the
personnel are women and 49 % (52) are men.
Personnel by countriesGenderAgeSales/administration and
logistics
Myynti
alle 30 30-35- 36-40 v 41-50 v 51-60 v 60
muut myyjät
Suomi Ruotsi Norja
•Sales support 55%
•Sales 45%
•Under 30 year old 10%
•30-35 year old 10%
•36-40 year old 14%
•41-50 year old 24%
•51-60 year old 31%
•Over 60 year old 11 %
•Women 51%
•Men 49%
•Finland 76%
•Sweden 19%
•Norway 5%
32 Wulff Annual Report 2021
BOARD AND MANAGEMENT | Board
Substantial education, experience and positions of trust:
• Aalto University, Master of Science in Business Administration,
Finance, since 2019
• Aalto University, Bachelor of Science in Business Administration,
Finance, 2016-2019
• Suomen Vaihtoauto Oy, CEO, since 2020
• PwC, Trainee since 10/2019 – 2/2020
• JOOL Group, Trainee 8/2019–9/2019
• Wulff Group Plc, Board Member since 4/2018
• PYN Fund Management, Trainee 6/2017–9/2017
• Wulff ownership as of December 31, 2021: 30,070 Wulff
shares representing 0.4% of the company’s shares and votes.
JUSSI VIENOLA
b. 1995
Board Member
Responsibilities: Finance
Substantial education, experience and positions of trust:
• Qualification in Business and Administration
• FinHunt Oy, only Board Member since 2/2022
• InHunt Boards Oy, only Board Member since 4/2020
• Wulff Group Plc, Chairman of the Board since 4/2019
• Wulff Group Plc, Board Member since 4/2018
• InHunt World Oy, Board Member since 8/2017
• InHunt Group Oy, CEO and Board Member since 12/2014
• InHunt Group Oy, Partner/Headhunter since 2012
• GT Design Oy, CEO, Chairman of the Board, 10/2004–2011
• Securitas Direct Oy, Sales Director 4/2004–10/2004
• Leo Longlife Group Ltd, Sales Director 1991–2004
• Wulff ownership as of December 31, 2021: 12,699 Wulff shares
representing 0.2% of the company’s shares and votes.
KARI JUUTILAINEN
b. 1966
Chairman of the Board
Responsibilities: Sales Development and management coaching
Substantial education, experience and positions of trust:
• University of Jyväskylä, M.Sc. (Econ), Accounting and marketing 1998
• Vaasa Business College, Merchant in foreign trade 1993
• Wirtschaftsakademie Schleswig-Holstein, Industrie- und Außenhandel-
sassistent, Groß- und Außenhandelskaufmann, Kiel 1993
• VR Group, CEO since 8/2021
• Wulff Group Plc, Board Member since 4/2020
• CAP-Group Oy, Chairman of the Board since 2020
• Repolar Pharmaseuticals Oy, Board Member since 2006
• Deutsch-Finnische Handelskammer DFHK, Board Member since 2021
• Service Sector Employers Palta, Board Member since 2022
• Lidl Suomi Ky, CEO, 2010–2019, Administration Director 2008–2010,
Regional Director 2003–2008, Auditing Manager 2002–2003,
Business Controlling Manager 2001–2002
• Kaupan Liitto, Finnish Commerce Federation, Board Member 2015–2019
• PTY Finnish Grocery Trade Association, Board Vice Chairman
2011–2019
• Yritys-Sampo Insurance (IF), Business Controller,
Marketing Manager 1998–2001
• Wulff ownership as of December 31, 2021: 20,000 Wulff shares
respresenting 0.3% of the company's shares and votes.
LAURI SIPPONEN
b. 1969
Board Member
Responsibilities: Business Development
KRISTINA VIENOLA
b. 1996
Board Member
Responsibilities: Communications and Marketing
Substantial education, experience and positions of trust:
• Turku School of Economics at the University of Turku, Marketing,
2021
• Leadfeeder, Business Development Specialist since 1/2021
• Azets Oy, Customer Success Trainee since 11/2019
• Wulff Group Plc, Board Member since 4/2018
• Wulff ownership as of December 31, 2021: 28,262 Wulff shares
representing 0.4% of the company’s shares and votes.
Wulff Annual Report 2021 33
BOARD AND MANAGEMENT | Group executive board
ELINA PIENIMÄKI
b. 1979
Wulff Group Plc CEO, Chairman of the Executive Board
Responsibilities: Wulff Group Plc’s CEO
Substantial education and experience and other significant positions:
• Master of Science in Economics
• Wulff Group Plc CEO since 9/2019
• Kreate Group Oyj, Board Member since 1/2020
• Aallon Group Ltd CEO 2018–2019
• Ahlsell Ltd CFO 2017–2018
• Wulff Group Plc CFO 2014–2017 and interim CEO 2016–2017
• Deloitte & Touche Ltd auditor (APA) 2011–2014
• Other financial management functions 2002–2011
• Wulff ownership as of December 31, 2021: 30,000 Wulff shares representing 0.4% of the company’s shares and votes.
Substantial education and experience and other significant positions:
• Specialist Qualification in Marketing Communications
• NLP Trainer, NLP Coach, CxO Certified Business Mentor
• Stepfamily Association of Finland, Board Member since 2021
• Era Nova Bookshop Oy, Chairman of the Board since 2/2018
• Wulff Group Plc, Executive Board Member since 2009
• Wulff Group Plc, Communications and Marketing Director since 2009
• Finnish NLP Association, Board Member 2007-2018, Chairman of the
Board since 2018-2021, Board Member since 2021
• Wulff Group Plc, Communications Manager/Brand Manager since 2002-2009
• Vista Communication Instruments Ltd, Office Manager 2001–2002
• Previta Ltd, Communications Manager 2000–2001
• Beltton Group, Brand Manager 1999–2000
• Wulff ownership as of December 31, 2021: 1,600 Wulff shares
representing 0.0% of the company’s shares and votes.
TARJA TÖRMÄNEN
b. 1974
Communications and Marketing Director, Executive Board Member
Responsibilities: Communications, Marketing and HR as well as their development
Substantial education and experience and other significant positions:
• Wulff Group Plc, Executive Board Member since 2011
• Wulff Supplies AB, Managing Director since 2009
• Strålfors, various positions 1998–2009, Member of Management
Group, and Scandinavian Director in Supplies business area
2006–2009
• Strålfors Norway, Managing Director 2002–2006
• 3M, Sales and Marketing Manager 1986–1998
• Wulff ownership as of December 31, 2021: 0 shares.
TROND FIKSEAUNET
b. 1963
Wulff Supplies AB’s Managing Director,Executive Board Member
Responsibilities: Wulff Supplies AB’s management, development of
Scandinavia’s Contract Customer operations
Substantial education and experience and other significant positions:
• Wulff Group Plc, Executive Board Member since 2004
• Wulff Group Plc, Head of Expertise Sales Scandinavia since 2012
• Beltton Svenska AB, Managing Director since 1997
• Beltton Svenska, Country Manager 1993–1998
• Liftpoolen AB, Managing Director and Partner 1990–1993
• Wulff ownership as of December 31, 2021: 69,018 Wulff shares
representing 1.0% of the company’s shares and votes.
VEIJO ÅGERFALK
b. 1959
Wulff Beltton Managing Director, Executive Board Member
Responsibilities: Expertise Sales Scandinavia and its development
ATTE AILIO
b. 1977
Wulff Group Plc Chief Financial Officer (CFO), Executive Board Member
since 1.2.2022
Responsibilities: Finance, Investor Communications,
Secretary of the Board of Directors
Substantial education and experience and other significant positions:
• Master of Science in Economics
• Wulff Group Plc, CFO, Secretary of the Board of Directors,
Executive Board Member since 2/2022
• Stark Suomi Oy, CFO 2/2017–8/2021
• Empower AB, CFO 2/2016–1/2017
• Metsä Group
•Metsä Wood, CFO 1/2011–2/2016
•Metsä Group Treasury Oy, Head of Market Operations 12/2006–1/2011
• Wulff ownership as of 31.1.2022: 0 shares.
34 Wulff Annual Report 2021
CORPORATE GOVERNANCE STATEMENT
Wulff Group Plc is a Nordic listed company
and the most significant Nordic player in
office supplies. Wulff sells and markets work-
place products, IT supplies and ergonomics.
Its service range also includes international
exhibition services and financial management
services. In addition to Finland, Wulff operates
in Sweden, Norway and Denmark. The
Group also serves its customers online with a
webshop for workplace products at wulffinkul-
ma.fi.
Wulff Group Plc’s corporate governance is
based on Finnish legislation, such as the Limit-
ed Liability Companies Act, Securities Market
Act, the regulations concerning the companies
in the Helsinki Stock Exchange, and regu-
lations regarding corporate governance of
public listed companies, as well as the Articles
of Association. Wulff Group Plc adheres
also to the Securities Market Association’s
Finnish Corporate Governance Code which
is publicly available on the Securities Market
Association’s web pages (cgfinland.fi). The
current Articles of Association are available
on the Group’s website wulff.fi. The Corporate
Governance Code is based on a Comply or
Explain principle which means that a compa-
ny can deviate from individual guidelines if it
explains and gives reasons for the deviation.
The entire document describing the Group’s
corporate governance principles and
practices is available on the Group’s investor
pages (wulff.fi). This Corporate Governance
Statement is presented separately from the
Review of the Board of Directors.
GENERAL MEETING
Wulff Group’s highest decision-making power
is exercised by shareholders at the general
meeting held at least once a year. The Annual
General Meeting (AGM) is held annually on
a date determined by the Board of Directors
within six months of the end of the financial
period either in the company’s domicile, Hel-
sinki, or in Espoo. Shareholders may exercise
their rights to speak, request information and
vote.
Shareholders are invited to general meetings
by publishing a notice at Wulff’s corporate
website. The notice and instructions for par-
ticipating in the meeting are also published
as a stock exchange release. The Board’s
proposed agenda as well as the proposed
Board Members and auditors are announced
in the notice or in a separate stock exchange
release before the general meeting.
The Annual General Meeting handles the
tasks pertaining to it according to the Limited
Liability Companies Act and Wulff Group’s
Articles of Association, which include:
• adopting the income statement and
balance sheet
• handling the profit or loss according to
the adopted balance sheet, dividend
distribution
• discharging the Members of the Board of
Directors and the CEO from liability
• determining the number of Board Mem-
bers and appointing members for one
year at a time
• electing auditors
• determining the fees of Board Members
and auditors, as well as the criteria for
reimbursement of travel expenses
• remuneration policy and the approval of
the remuneration report
• other matters mentioned in the notice of the
meeting.
The Annual General Meeting is also author-
ised to amend the Articles of Association. An
Extraordinary General Meeting is summoned,
if required, by the Board of Directors.
In 2021, Wulff Group Plc’s Annual General
Meeting was held on April 8. The Annual
General Meeting adopted the financial
statements for the financial year 2020 and
discharged the Members of the Board of
Directors and CEO from liability. The AGM
decided to pay a dividend of EUR 0.12 per
share and authorised the Board of Directors
to decide on the repurchase of the company’s
own shares. The Annual General Meeting
also accepted the Board’s proposal con-
cerning the authorisation to perform share
issues. The AGM also approved the remu-
neration report for 2020. Kari Juutilainen,
Lauri Sipponen, Jussi Vienola, and Kristina
Vienola were re-elected as Board Members.
The organising meeting of Wulff Group Plc’s
Board of Directors, held after the Annual
General Meeting, decided that the Chairman
of the Board is Kari Juutilainen. BDO Oy, with
Authorized Public Accountant Juha Selänne as
the lead audit partner, was chosen as the au-
ditor of Wulff Group Plc. The Annual General
Meeting decided that the reimbursements to
the Auditors are paid on the basis of reasona-
ble invoicing.
In 2022, Wulff Group Plc’s Annual General
Meeting will be held on April 8.
BOARD OF DIRECTORS
The Board of Directors is responsible for
the administration and the proper organisa-
tion of the operations of the company. The
Board supervises and controls the operative
management of the company, appoints and
dismisses the managing director, approves
the strategic goals and the risk management
principles for the company and ensures the
proper operation of the management system.
The Annual General Meeting elects three to
six members to the Board of Directors and at
Wulff Annual Report 2021 35
most as many deputy members. The Board’s
term ends at the termination of the first Annual
General Meeting following the election. In
the organising meeting held after the AGM,
the Board elects a Chairperson among its
members. If the Chairperson is disqualified or
prevented from attending to his/her duties, a
Deputy Chairperson is elected among Board
Members for the duration of a meeting.
The Board of Directors supervises the man-
agement of company operations, adminis-
tration and accounting. It annually confirms
a written charter for its activities, which it
complies with in addition to the Articles of
Association, Finnish legislation and other
regulations. The charter lays out the Board’s
meeting procedures and tasks. According to
the Board’s charter, in addition to the issues
specified in legislation and the Articles of
Association, Wulff Group’s Board of Directors:
• approves the company’s long-term goals
and strategy
• approves the company’s action plan,
budget and financing plan and supervises
their implementation
• handles and adopts interim and half-year
reports and the financial statements
• decides on individual big and strategically
significant investments, such as company
acquisitions and acquisitions and disposals
of business operations
• preparation and presentation of the remu-
neration policy and report at the Annual
General Meeting
• appoints the CEO and decides on his/her
salaries and other remuneration
• approves risk management and reporting
procedures
• draws up the dividend policy
• sets up committees, if needed, to enhance
Board work
• appoints the Group Executive Board
• supervises auditing
• assesses the auditor’s independence and
additional auditing services.
Wulff Group’s Annual General Meeting held
on April 8, 2021 elected four members to the
Board of Directors.
In the preparation of the proposal for the
composition of the Board of Directors, the
requirements placed by the company’s strat-
egy, operations and development phase as
well as the sufficient diversity of the Board of
Directors are taken into account. The diversity
of the Board of Directors is examined from
different perspectives. Important factors for
the company are academic and professional
backgrounds as well as strong, versatile and
mutually complementary expertise, experi-
ence and knowledge in the different business
areas important to the company, interna-
tionality, independence of the company, an
appropriate number of members, and the age
and gender distribution. The Board must have
sufficient economic and financial knowledge
and management, marketing, and sales
expertise.
In 2021, Wulff Group Plc’s Board of Directors
fulfilled the principles concerning diversity and
expertise taking into consideration the com-
pany’s strategy and the market and business
environment as well as development projects.
The focus of the strategy is customer experi-
ence, sales expertise and operating through
multiple channels. Important strategic projects
are taking advantage of digitalization, sup-
porting sales with marketing communications,
development of product and service portfolio
especially with environmentally sustainable
solutions and enhancing personnel’s expertise.
Especially important for the Board of Directors
is developing the sales management accord-
ing to the company’s growth strategy.
The company’s target is that both genders
are represented on the Board of Directors.
Currently, one of the four Board Members is
a female, which means that the company's
goal concerning the representation of both
genders has been fulfilled. In the selection and
evaluation process of new Board Members,
the primary criterion is the qualifications of
the individual and the possibility to devote a
sufficient amount of time to the work, thus both
genders are taken into consideration equally.
The majority of Board Members must be
independent of the company. In addition,
at least two of the members in this majority
must be independent of the company’s major
shareholders. The independence is evaluat-
ed in compliance with recommendations of
the Finnish Corporate Governance Code.
The Members of the Board of Directors own
shares of the company. The Chairman of the
Board of Directors (since April 9, 2019) Kari
Juutilainen owned 0.2%, and Members of
the Board Jussi Vienola and Kristina Vieno-
la owned 0.4% each and Lauri Sipponen
owned 0.3% of the outstanding shares on
31.12.2021. Considering the portion of the
shareholding the dependence of the com-
pany is considered insignificant. A Member
of the Board of Directors until April 8, 2020,
Ari Pikkarainen, was a major shareholder
owning 17.0% of the shares at the time. The
Members of the Board were not employed
by the company in 2021 or 2020. According
to the Board's assessment, the Members of
the Board were independent of the company
and significant shareholders in 2021 and
2020, with the exception of Ari Pikkarainen,
who was not independent of the company's
significant shareholders.
Due to the Group’s small size, setting up
Board committees or a supervisory board has
not been considered necessary. The entire
Board of Directors has handled all its tasks.
The Board of Directors convenes on average
once a month during the financial year and
more often if needed. The Chairman of the
Board is responsible for convening meetings
and for meeting activities. The meeting agen-
da is prepared by the CEO together with the
Secretary of the Board.
Wulff Group Plc’s Board of Directors convened
17 times (18) in 2021. The average meeting
attendance of the Board Members was 96
percent (97). The Chairman of the Board Kari
Juutilainen an Board Member Jussi Vienola
attended all meetings. Board Member Kristina
Vienola attended 16 meetings and Board
Member Lauri Sipponen attended 15. At
its organising meeting the Board approved
the charter and action plan for 2021 and
evaluated the independence of its members.
According to the meeting plan for 2022, the
Board of Directors will convene 11 times. The
Board carries out annual assessments of its
36 Wulff Annual Report 2021
operations and working styles based on a
self-evaluation form. Based on the assesment,
which was carried out in writing, Board work
was successfull in 2021.
More information on Board Members and
their Wulff shareholdings is presented in
Board and Management.
CEO
The Board appoints the Chief Executive
Officer (CEO) who supervises the company’s
operational management in accordance with
the Limited Liability Companies Act with the
instructions and guidelines provided by the
Board. The CEO ensures that the account-
ing practices of the Group comply with the
law and that the financial management of
the group has been arranged in a reliable
manner. The CEO ensures that the Board has
sufficient information to assess the company’s
operations and financial situation. The CEO
is responsible for the accomplishment of the
Board’s decisions and reports the results to the
Board.
The CEO may undertake acts which, consid-
ering the scope and nature of the operations
of the company, are unusual or extensive, only
with the authorisation of the Board.
The CEO of the parent company Wulff Group
Plc also acts as the Chairman of the Group
Executive Board.
Elina Pienimäki started as the Wulff Group
Plc’s CEO on September 30, 2019.
GROUP EXECUTIVE BOARD
The Group Executive Board led by the Group
CEO is responsible for the Group’s opera-
tions in practice. The Group Executive Board
convenes regularly to analyse and evaluate
the financial and business performance as
well as the key development initiatives of the
segments. The management team has no
official statutory position but, in practice, it
has a significant role in the organisation of the
company management. Based on the CEO’s
proposal, the Board of Directors confirms
the composition and new nominations to the
Group Executive Board.
The Managing Directors of subsidiaries are
in charge of the business operations in each
subsidiary. Significant decisions, such as sig-
nificant investments, are subject to the Group
CEO’s approval. Each subsidiary has its own
financial administration, while the Group’s
Chief Financial Officer has responsibility of
group-wide financial administration.
More information on Group Executive Board
Members, their responsibilities, and their Wulff
shareholdings is presented in the section
Board and Management.
REMUNERATION
Board of Directors
According to the company’s Articles of Associ-
ation, the Annual General Meeting determines
the remuneration of the Board Members on a
proposal from the Board of Directors. A fixed,
monthly fee of EUR 1,250 resolved by the An-
nual General Meeting is paid to the Chairman
and Board Members.
These Board Members are not rewarded by
share-based remuneration plans or in any
other way. The Group has not granted loans,
guarantees or other contingencies to the Board
Members. A summary of the remuneration of
the Board of Directors is presented in Note 25
of the Consolidated Financial Statements and
in the table presented.
According to the authorization granted by
the Annual General Meeting on April 8,
2021, the Board of Directors has the right to
continue the repurchase of the company’s
own shares by acquiring at most 300,000
own shares. The authorisation is in force until
April 30, 2022. According to the authoriza-
tion the company can acquire treasury shares
to support the implementation of an incentive
scheme or to be otherwise disposed of.
During the second quarter of 2020, between
May 25 and June 11, Wulff Group Plc repur-
chased 65,260 shares at the market price
quoted through public trading on NASDAQ
OMX Helsinki, in accordance with the rules
regarding the acquisition of company’s own
shares. The acquired shares are intended to
be used to finance acquisitions and other
arrangements according to the company´s
growth strategy. In January-December 2021
no own shares were reacquired.
CEO
The Board prepares a proposal and deter-
mines the Group CEO’s remuneration and
other contractual issues.
On February 22, 2021 The Board of Directors
decided on a short- and long-term incentive
scheme for the Group CEO. The programme
aims to promote the implementation of the
company’s strategy and its long-term profita-
bility. The Board of Directors decided that the
CEO is entitled to a short-term incentive for
2021, depending on the development of the
adjusted operating profit and share price in
2021. The maximum amount of the remuner-
ation is 10,000 Wulff Group Plc shares. The
Board of Directors decided that the CEO is
entitled to a long-term incentive for the period
between January 1, 2021 and December 31,
2023, depending on the development of the
share price during the period in question and
the CEO’s shareholdings on December 31,
2023. The maximum amount of the remuner-
ation is 30,000 Wulff Group Plc shares. The
remuneration to be paid through the scheme
is equal to the value of a maximum of 40,000
shares in Wulff Group Plc (excluding indirect
wage costs). The fee will not be paid to the
CEO if the company or the CEO resignes
or terminates the CEO's contract berofe the
payment of the fee. On February 22, 2021 ,
the Board of Directors decided to issue 7,000
of the company’s own shares to the CEO as
remuneration for 2020. The transfer of the
shares is based on the authorisation given to
the Board of Directors by the Annual General
Meeting on 23 April 2020. The Group did
not have any option schemes or share-based
remuneration plans in force as a part of the
CEO’s bonus and incentive schemes in 2020.
A part of the Group’s CEO’s benefits is a stat-
utory pension. The contract does not specify
a retirement age. No supplementary pension
benefits were agreed or paid.
Wulff Annual Report 2021 37
The Board appointed Elina Pienimäki as the
Wulff Group Plc CEO on September 17, 2019
and she started in her position on September
30, 2019. In 2021, the remuneration of CEO
Elina Pienimäki consisted of monetary wages
and fringe benefits of the amount of EUR 168
thousand (145) and share-based incentives of
EUR 23 thousand. The Group CEO’s service
contract includes the above-mentioned share-
based incentive. The Group CEO is entiled
to the holiday pay and possibly to a bonus
scheme to be determined later. The period of
notice is three months from the Group CEO
side and six months from the company’s side.
In case the company resigns the Group CEO
contract unilaterally the Group CEO is entitled
to a severance payment equal to three
months salary.
Group Executive Board
The Group CEO prepares and determines
the contractual terms, salaries and possible
other benefits and incentives of the Group’s
Executive Board Members. The pay raises of
the Executive Board Members are approved
by the Chairman of the Board.
Remuneration of the Group Executive Board
consist of fixed monetary wages, fringe
benefits, additional pensions, annually-de-
termined performance-based bonuses and
possible share-based incentives. The perfor-
mance-based bonuses are determined by
the company’s financial performance and the
person’s individual goal-setting. The Group
does not have any option schemes or share-
based remuneration plans currently in force as
a part of Group Executive Board Members’
remuneration plan. The company does not
apply long-term remuneration and no specific
performance and vesting periods are applied
in the remuneration.
Of the Executive Board Members, Tarja Törmä-
nen’s communication and marketing director
service is obtained as an outsourced service
and during 2021, the service costs amounted
to EUR 81 thousand (69). The outsourced
service is included in other operating expenses
and has been presented also in the Note for
Related Party transactions.
During 2021 and 2020 the Group Executive
Board consisted of Trond Fikseaunet, Elina
Hanén, Tarja Törmänen, Veijo Ågerfalk, Tomi
Hilvo between August 3, 2020 and July 26,
2021, and Ninni Arion until August 3, 2020,
and CEO Elina Pienimäki.
The employment benefits presented in the table
above, include the above-mentioned employ-
ee benefits received by the Group CEO.
RISK MANAGEMENT, INTERNAL
CONTROL AND INTERNAL AUDIT
The Board of Directors is responsible for the
internal control and the Group CEO arranges
the management and supervision of internal
controls’ effectiveness in practice.
Ultimate responsibility for accounting, accura-
cy of the financial statements and supervision
of asset management is carried out by Wulff
Group’s Board of Directors. Business control
and supervision are carried out through a
group-wide reporting system. Each business
area’s and subsidiary’s net sales, sales mar-
gin, main expenses and operating profit with
comparison data are reported to the Board
each month. Additionally the Group CEO
presents an overview of the current situation
and future outlook based on weekly and
monthly analyses.
The segments’ financial reports and the
situation of the businesses’ key development
projects are on the agenda of the Group
Executive Board which convenes on a
tertiary basis. The subsidiaries’ own Boards
of Directors and management teams discuss
their own business issues which are taken also
to the Group Executive Board if those issues
have influence also on other group compa-
nies. The Group CEO and CFO analyse and
control each subsidiary’s and business area’s
operations, performance and financial status
regularly.
Wulff Group follows the risk management
policy devised by the Board of Direc-
SUMMARY OF BOARD MEMBERS’ BENEFITS TOTAL
EUR 1000 2021 2020
Board members' salaries and fees
Kari Juutilainen 4/2018- Chairman of the Board 4/2019- 15 15
Jussi Vienola 4/2018- 15 15
Kristina Vienola 4/2018- 15 15
Lauri Sipponen 4/2020- 15 11
Ari Pikkarainen, Chairman of the Board 9/2017-4/2019 and
member -4/2020
- 5
Board members' benefits total
60 61
SUMMARY OF GROUP EXECUTIVE BOARD’S EMPLOYMENT BENEFITS
EUR 1000 2021 2020
Salaries and other short term 659 731
Fringe Benefits 22 36
Bonuses 60 56
Other long term remuneration, additional pension benefits 35 36
Share-based incentives 23 -
Group executvie board's employee benefits total
799 859
38 Wulff Annual Report 2021
tors, which determines the objectives and
responsibilities of risk management, as well
as the reporting procedures. The company’s
risk management supports the achievement
of strategic objectives and ensures business
continuity. The realisation of risk management
policies is controlled with internal audits
regularly and also external auditors supervise
the adequacy and effectiveness of the risk
management as a part of the audit proce-
dures related to Group’s governance.
Risk management is a part of Wulff Group’s
business operations management. Wulff’s risk
management is guided by legislation, busi-
ness objectives set by shareholders as well as
the expectations of customers, personnel and
other important stakeholders. The Group’s risk
management aims to systematically and ex-
tensively identify and understand any risks that
may prevent the achievement of the Group’s
business objectives, as well as to ensure
that risks are appropriately managed when
making business-related decisions. Threats to
business include risks related to changes in the
market and business acquisitions, IT risks, risks
related to the staff and its availability, as well
as factors related to the general economic
development and the company’s reputation.
Risks are classified into categories of strategic,
operational and market risks. The risk man-
agement process aims to identify and assess
risks and then plan and implement practical
measures to mitigate each risk. Possible
measures include, for example, avoiding the
risk, reducing it in different ways or transferring
it with insurance or agreements.
Wulff Group carries out annual risk surveys to
determine the main risks in terms of their signif-
icance and probability. The business unit lead-
ers are responsible for carrying out the surveys
and risk monitoring on which they report to
the Group Executive Board. Selected persons
are responsible for the monitoring of specific
issues within each risk category i.e. strategic,
operative or market risks. The Group has not set
up a separate organisation for risk manage-
ment. Instead, risk management is arranged in
compliance with the company’s other business
operations and organisation structure.
The main risks determined in the risk survey,
changes in the significance and probability of
the risks, as well as the persons responsible,
actions completed and results achieved are
reported to the Group’s Board of Directors
annually. Special attention is paid to any
possible new risks that are detected. More
information on risks and risk management is
presented in a separate section.
The goal of Wulff Group Plc’s internal audit is
to ensure that the Group’s internal processes
and operating methods are efficient and
correct taking into consideration significant
risks of the business operations. Internal audits
are carried out on the basis of an annually
prepared audit plan, which the Board of
Directors approves at the beginning of the
year. The Group’s internal auditor draws up
the plan, presents it to the Board of Directors
and reports on the implementation of the
measures. The internal auditor reports directly
to the Board of Directors.
EXTERNAL AUDIT
Based on the Articles of Association, Wulff
Group Plc shall have 1-2 auditors. If the Annu-
al General Meeting elects only one auditor
and if the auditor is not a firm of Authorised
Accountants, additionally one deputy auditor
shall be elected. Based on the Articles of
Association, the auditors are appointed
until further notice. BDO Oy, a company of
Authorized Public Accountants, with Authorized
Public Accountant Juha Selänne as the lead
audit partner, was chosen as the auditor of Wulff
Group Plc in 2017.
In addition to their statutory duties, the auditors
report their audit findings to the Chairman of
the Board when necessary, and at least once
a year to the Board of Directors.
The Annual General Meeting decides on the
auditors’ fees and the expense compensation
principles.
Based on the Board’s decision, auditors can
be paid reasonable fees for non-recurring
other service assignments. The total audit fees
for all Wulff Group companies were EUR
107 (85) thousand in 2021, of which EUR 46
thousand (29) were expenses other than audit
fees (please see Note 8 for further informa-
tion).
Following the corporate governance regula-
tions, the auditors do not own shares of Wulff
Group Plc or its subsidiaries.
INSIDER ADMINISTRATION
Wulff Group Plc complies with applicable
EU regulations, especially the Market Abuse
Regulation (EU 596/2016, “MAR”), and any
regulation and guidance given by the Euro-
pean Securities Markets Authority (“ESMA”).
Further, the company observes Finnish legis-
lation, especially the Securities Markets Act
(746/2012, as amended) and the Finnish Pe-
nal Code (39/1889, as amended), including
the insider and other guidelines of Nasdaq
Helsinki Ltd and the standards and guidance
of the Finnish Financial Supervisory Authority
(“FIN-FSA”) and other authorities.
Managers, according to the definition given
by MAR, include the Members of the Board
of Directors and Group Executive Board
Members. MAR requires that each manag-
er and his/her closely associated persons
notify the company and FIN-FSA of their
transactions in the financial instruments of or
linked to the company conducted on his/her
own account after a total of EUR 5 thousand
per calendar year has been reached. The
notifications shall be made promptly and no
later than three business days after the date
of transaction (T+3). Wulff will issue stock
exchange releases to disclose information on
transactions by managers and their closely
associated persons, as specified in MAR and
within two days of the receipt of the notifica-
tion, in accordance with the rules of the Stock
Exchange.
Wulff no longer maintains a list of permanent
insiders. Instead, all persons involved with
insider projects will be listed as project-spe-
cific insiders. Project-specific lists will be
established and maintained for each project
or event constituting inside information, based
on a separate decision. All persons working
Wulff Annual Report 2021 39
for Wulff, representatives of external entities,
stakeholders and authorities who have infor-
mation concerning an insider project or have
access to project-specific inside information,
as well as persons who are working for the
implementation of an insider project, will be
entered in a project-specific insider list. Per-
sons that belong to a project-specific list are
forbidden from trading with the company’s
financial instruments during an insider project.
Preparation of periodic disclosure (half-year
financial statements, interim reports, financial
statements bulletins) or regular access to un-
published financial information is not regard-
ed as an insider project. However, due to the
sensitive nature of unpublished information on
the company’s financial results, the persons
determined by the company, based on their
position or access rights, to have authorised
access to unpublished financial result informa-
tion are added to a list of Financial Informa-
tion Recipients.
Wulff applies an absolute trading prohibi-
tion (a ‘closed window’ principle) during a
period beginning 30 calendar days before
the announcement of each of the periodic
financial reports and the year-end report (the
financial statements bulletin) and ending at the
end of the trading day following the day of
publication of such a report. At the minimum,
a closed period commences at the end of
the reporting period in question. The closed
window principle applies to the managers
(as defined by MAR) as well as the Financial
Information Recipients.
The person in charge of Wulff’s insider register
is the CFO.
RELATED PARTY TRANSACTIONS
As part of the Group’s key management per-
sonnel, the Group’s related parties consist of
the Members of Board of Directors, members
of the Group Executive Board, and subsidi-
aries of Wulff Group Plc. The company does
not hold shares in affiliates or joint ventures.
Wulff Group Plc monitors transactions with its
related parties on a quarterly basis and on
the basis of related party's own announce-
ments. The company's financial management
is responsible for supervising and reporting
related party transactions to the Board
as needed. A related party transaction in
accordance with normal commercial terms
does not require a decision by the Board of
Directors to execute the related party transac-
tion. The nature and the terms of related party
transactions are assessed in relation to the
company's normal operations and commer-
cial terms. In making decisions concerning
related party transactions, the company en-
sures that potential conflicts of interest are duly
taken into account, and a potential related
party does not participate in decision-making
on significant related party transactions.
Related party transactions are reported as
required by the Companies Act and the
provisions on the preparation of financial
statements in the notes to the company's finan-
cial statements and, if necessary, in the report
of the Board of Directors and the interim and
half-year reports. In addition, the necessary
related party transactions are disclosed in
accordance with the Securities Markets Act
and the rules of the Exchange.
In 2021, related party transactions consisted
of normal, market-based business transac-
tions. Related party transactions have been
presented in Note 25 of the Consolidated
Financial Statements. The Group’s parent
company and subsidiary relationships have
been presented in Note 26.
COMMUNICATIONS
The Group publishes all its stock exchange
releases and other matters related to listed
companies’ disclosure requirements on its
website in Finnish and English. The Annual
Report is published in electronic format so that
it is equally available to all shareholders.
The Group’s stock exchange releases, Cor-
porate Governance principles and insider
information is available at the Group’s investor
page Board and corporate governance
(wulff.fi/en/investors).
Before the end of the year, the investors’
calendar with dates for the Group’s financial
reporting during the next calendar year is
published in a stock exchange release and
on the Group’s website. The Group applies
an absolute trading prohibition, a 30-day
‘closed window’ principle, during which the
company does not comment on questions
regarding its outlook and development and
during which insiders are prohibited from
trading with the Group’s financial instrument.
40 Wulff Annual Report 2021
WULFF GROUP PLC’S REVIEW OF THE BOARD OF DIRECTORS
Wulff Annual Report 2021 41
THE SALES COMPANY GREW PROFITABLY
WULFF GROUP BOARD OF DIREC
TORS:
2021 was a year of action, doing, and
profitable growth for Wulff. The most signifi-
cant event of the year was the acquisition of
Staples Finland Oy. The acquisition made Wulff
the clear market leader in its field in Finland.
The company's product and service range
expanded, purchasing power increased and
professional expertise in strategically important
areas strengthened. For example, the growth of
the care sector's expertise and product range
has led to important competitive gains and new
customers. During the year, Wulff's net sales and
profitability developed positively. The increase in
sales was mainly due to the growth brought by
the acquisition and new customers. The develop-
ment of profitability is influenced by Wulff's own
actions and choices: in 2021, priority was given
to reorganizing any overlapping operations in
Finland as soon as possible after the acquisition.
Wulff's success in exceptional circumstanc-
WULFF GROUP PLC: FINANCIAL YEAR KEY FIGURES 1.1. 31.12.2021
• Net sales totalled EUR 90.4 million (57.5), increased by 57.1% (2.1)
• EBITDA was EUR 9.1 million (5.2), 10.1% of net sales (9.0) and comparable EBITDA was EUR
6.1 million (5.2), 6.7% of net sales (9.0)
• Operating profit (EBIT) was EUR 6.9 million (3.5) and comparable operating profit (EBIT) was
EUR 3.9 million (3.5). Comparable operating profit (EBIT) grew 9.7% (109.9)
• Earnings per share (EPS) were EUR 0.87 (0.32) and comparable earnings per share were EUR
0.42 (0.32)
• Equity-to-assets ratio was 38.1 % (41.9)
• The Board proposes to the Annual General Meeting to be held on April 8, 2022 that a divi-
dend of EUR 0.13 per share to be paid
• Wulff estimates that net sales in 2022 will increase clearly and comparable operating profit will
increase compared to 2021
non-recurring personnel expenses arising from
the completion of the acquisition and termination
of employment amounted to approximately EUR
0.9 million.
Other operating expenses amounted to EUR 8.3
million (4.6) in January–December 2021, 9.2%
(8.0) of net sales, and EUR 2.5 million (1.4),
8.9% (9.3) of net sales in the last quarter. The
non-recurring costs related to the completion of
the acquisition during the financial year were
approximately EUR 0.5 million.
In January–December 2021, EBITDA amounted
to EUR 9.1 million (5.2), or 10.1% (9.0) of net
sales, and EUR 1.4 million (1.5) in the last quar-
ter, or 5.0% (10.0) of net sales. Goodwill recog-
nition of EUR 4.5 million due to the favourable
acquisition during the second quarter and EUR
1.4 million of costs arising from the implementa-
tion of the acquisition have been deducted from
the comparable results. The reporting period
2020 did not include items affecting compara-
bility. In January–December 2021, comparable
EBITDA amounted to EUR 6.1 million (5.2), or
6.7 % (9.0) of net sales, and in October–De-
cember, it amounted to EUR 2.1 million (1.5), or
7.6% (10.0) of net sales.
In January–December 2021, operating profit
(EBIT) amounted to EUR 6.9 million (3.5), or 7.7
% (6.2) of net sales, and EUR 0.8 million (1.2),
or 2.8% (7.5) of net sales in the last quarter. The
comparable operating profit (EBIT) for the entire
reporting period amounted to EUR 3.9 million
(3.5), or 4.3% (6.2) of net sales, and EUR 1.5
million (1.2), or 5.3% (7.5) of net sales in the last
quarter. In January–December, the compara-
ble operating profit (EBIT) increased by 9.7%
(109.9).
es is also affected by the company's strong
sales-dna. The people at Wulff have the will
to be active and determination. The company
focuses on matters that can be influenced by it's
own actions and takes care of its operational
strength. As the Board of Directors, we thank all
Wulff employees, Wulff customers and partners.
With you and thanks to you, 2021 was a great
year for Wulff!
GROUP’S NET SALES AND RESULT
PERFORMANCE
In January–December 2021, net sales totalled
EUR 90.4 million (57.5), and EUR 27.6 million
(15.3) million in the last quarter. Net sales
increased by 57.1% (2.1) during the whole finan-
cial year, and 80.5% (1.5) in the last quarter. The
growth in net sales resulted particularly from the
acquisition of Wulff Solutions (Staples Finland
Oy and EMO Finland Oy) on May 3, 2021 in
the Contract Customers segment. The Exper-
tise Sales Segment’s net sales of hygiene and
protective products decreased from the previous
financial year, when the demand for products
related to the Covid-19 pandemic peaked.
A price of EUR 6.0 million was paid for the
acquisition of Wulff Solutions. Due to the nego-
tiated acquisition price (less than the net assets
of the company at the acquisition date of May
3, 2021, approximately EUR 10.5 million) the
goodwill gain of EUR 4.5 million resulting from
the completed acquisition has been recognised
in other operating income. The negative good-
will reversal has been treated as a non-recurring
item affecting comparability.
In January–December 2021, the gross margin
amounted to EUR 28.7 million (20.7), 31.7%
(36.1) of net sales, and EUR 8.9 million (5.3) in
the last quarter, 32.1% (34.9) of net sales. The
gross margin increased by EUR 8.2 million in the
entire reporting period and EUR 2.9 million in
October–December because of the acquisition
of Wulff Solutions on May 3, 2021. The gross
margin growth was affected by the increased
net sales’ emphasized in the Contract Customers
segment where the average gross margin is
lower than that of the Expertise Sales segment.
The decrease in the overall relative gross margin
from the comparison period was also affected
by the stabilisation of hygiene product prices to a
lower level from the pandemic year 2020.
In January–December 2021, employee benefit
expenses amounted to EUR 16.4 million (11.6),
18.1% (20.1) of net sales, and EUR 5.1 million
(2.8), 18.6% (18.3) of net sales in the last quarter.
Wulff’s personnel increased by 114 employ-
ees as a result of the acquisition. Personnel
costs relative to net sales decreased. In 2021,
42 Wulff Annual Report 2021
In January–December 2021, the financial
income and expenses totalled (net) EUR -0.4
million (-0.4), including interest expenses of EUR
-0.3 million (-0.2), and mainly currency-related
other financial items (net) totalled EUR -0.2
million (-0.2). In the fourth quarter, the financial
income and expenses (net) totalled EUR -0.1
million (0.1).
In January–December 2021, the result before
taxes was EUR 6.6 million (3.1), and EUR 0.7
million (1.2) in the last quarter. The financial
year’s comparable result before taxes was EUR
3.5 million (3.1), while the comparable result
before taxes was EUR 1.4 million (1.2) in the last
quarter.
Net profit in the reporting period was EUR 6.1
million (2.5) in January–December 2021, and
EUR 0.6 million (1.0) in the last quarter. In Jan-
uary–December 2021, the comparable profit
was EUR 3.1 million (2.5), and EUR 1.3 million
(1.0) in the last quarter.
Earnings per share (EPS) were EUR 0.87 (0.32)
in January–December 2021, and EUR 0.09
(0.14) in the last quarter. Comparable earnings
per share (EPS) for the entire reporting period
were EUR 0.42 (0.32), and EUR 0.19 (0.14) in
the last quarter.
CONTRACT CUSTOMERS SEGMENT
Wulff’s Contract Customers segment is the cus-
tomer’s expert partner in the field of workplace
services and products, Canon printing and data
management solutions as well as international
exhibition services and remote stuodia services
in Finland and Scandinavia. For the company it
is important to better the customer experience
constantly and to develop its operations to be
as efficient and sustainable as possible. The
Contract Customers segment invests in the best
customer experience in the industry.
In January–December 2021, the Contract
Customers segment’s net sales totalled EUR
78.3 million (42.5), and EUR 25.6 million
(12.4) in the last quarter. In January–December
2021, the operating profit (EBIT) was EUR 2.5
million (1.5), and EUR 0.9 million (0.9) in the
last quarter. The net sales the Contract Cus-
tomers segment increased by EUR 33,1 million
during the whole reporting period due to Wulff
Solutions’ net sales. Wulff Solutions is renowned
as a strong provider of products and services
for work environments. It has a wide customer
base in private sector as well as and public
administration. The important target demograph-
ics include customers in the healthcare and
industrial sectors. Public administration customers
include, for example, municipalities and schools.
Wulff Solutions' extensive and competitive range
of products and services for workplace solutions
complements Wulff's Contract Customers sales
offering, enabling sales synergies. Wulff Oy Ab
and Wulff Solutions Oy, the Contract Customers
sales units in Finland, were merged along with
the harmonisation of management systems and
operating models. The sales, support functions
and administration of the acquired company will
move to the shared facilities at Wulff House in
Espoo in 2022. The termination of employment
relationships following the cooperation nego-
tiations due to the merging of the organisations
caused non-recurring expenses to the amount
of EUR 0.7 million in the last quarter of 2021. At
the same time, reorganisations accrued savings
in personnel and information system costs to the
amount of EUR 0.7 million in the last quarter of
2 021.
In 2021, Wulff Entre provided remote meeting
services for its customers with its My Remote
Studio and Exhibition On Demand concepts.
The first international exhibitions to be held in
person after the long pause caused by the
Covid-19 pandemic took place in September
2021. The company’s net sales increased from
2020, where traditional international exhibition
services were still being sold in January–Feb-
ruary. The net sales and profitability were still
affected by the situation overshadowing the
international exhibition industry: due to the travel
and gathering restrictions, no exhibitions were
held during the first half of 2021. The company
expects the industry to recover, with the appreci-
ation and importance of conventional encoun-
ters increasing after the pandemic crisis, even
though economic recovery may be gradual.
Companies that are boldly renewing the industry
are thriving in the event market: for this reason
Wulff Entre is investing heavily in the sale of new
remote meeting services. In 2021, Wulff Entre
moved from the Niittykumpu offices in Espoo to
Wulff House in Kilo in Espoo. Remote meeting
studios will also be built on the premises for the
use of Wulff employees and to be introduced to
customers.
Wulff’s Contract Customers include several
major companies and corporations which
purchased less traditional workplace related
products, such as coffee and property mainte-
nance products as well as office supplies, for
their premises during the reporting period. At
the same time, topical hygiene and protective
products were sold to workplaces and work en-
vironments, which are now expected to remain
part of the daily lives of companies. A caring
employer will continue to ensure the safety of
employees, and it seems a natural solution to
protect against seasonal influenza with face
masks and disinfectant. As vaccination rates
increase, people have been excited to return to
the offices and work in person, and Wulff has
once again been able to serve its customers
with the entire breadth of its product portfolio.
We have received special thanks for our quick
reactions to even the larger and more surprising
needs of our customers. With Wulff, it is easy to
make arrangements such as a shared breakfast
moment with instant porridge and energy bars
provided by the company, even at short notice.
In Finland, Wulff is the market leader, and in
Scandinavia it is one of the top operators in the
industry, with an exceptional number of large
companies in the Nordics trusting its services.
One of the most popular cost and time-saving
supply solutions in Finland is Wulff’s MiniBar,
and in Scandinavia, the Cabinet Service, which
can be found in hundreds of large organisations
and corporations. The refill and shelving services
and the MiniBar operate like their namesakes in
a hotel. The automated refilling services house
ready-to-use current and traditional products
on their shelves. The share of traditional office
supplies in total sales has decreased over the
years as the rest of the workplace product range
has expanded. The exceptional circumstances
have also affected the content of the refilling
services: hygiene and cleaning products have
become popular along with office supplies and
IT, coffee and maintenance products. The new
normal means investing in cleanliness and safety
in the future as well.
The share of knowledge intensive work, remote
work and mobile work of all work done has
been increasing for a long time. In the excep-
tional circumstances the policies and guidelines
given by the government and the Finnish Institute
for Health and Welfare shifted working from
offices to homes and leisure homes, for exam-
ple. A significant share of work will be done
remotely and in different changing environments
going forward too. Wulff is therefore investing in
a product portfolio that enables safe, ergonom-
ic and pleasant ways of working not just on
business premises, but also in multiple locations:
in home offices, secondary residences, public
spaces like cafes or office hotels, and while
moving from place to place.
The biggest impact of the coronavirus pandemic
on the Wulff Group has been the decline in
the sales of international exhibition services.
Wulff Annual Report 2021 43
No exhibitions have been held and several
events have been postponed. Despite the
recent upturn, the recovery of the event industry
is expected to be slow and the effects of the
pandemic will accelerate change in the industry.
Therefore, new remote encounter services have
been developed at Wulff. The Exhibition on De-
mand and My Remote Studio service concepts
enable exhibition-like and inspiring encounters
safely and virtually. Wulff Entre’s new experien-
tial remote encounter services will be sold and
implemented under the leadership of the com-
pany’s Chief Operating Officer Sami Hokkanen.
Premium Exhibition services will be sold for the
fall and next year. Under normal circumstances,
the company annually exports the know-how of
Finnish companies to more than 30 countries. In
addition to Finnish companies, Wulff Entre serves
customers from such countries as Germany,
Sweden, Norway, and the United States.
Printing services are increasingly being
outsourced nowadays. Wulff Group’s Canon
Business Center offers high quality solutions for
office and professional printing and database
handling. The printing services business was
stable despite the pandemic. Canon Business
Center serves customers in the Helsinki metropol-
itan area.
Wulff’s open web shop Wulffinkulma.fi is
constantly being developed. Lately, the web
shop, which is geared towards small companies
and self-employed people has focused on also
serving consumers. The web shop, which has
always offered customers a product range that
is more diverse than that of its traditional compet-
itors, further expanded its assortment this year.
The assortment has now got more than 4,000
products. In addition to hygiene and protective
products, the web shop is equipped with lots of
healthy snacks, savoury dry foods, sweets, and
pet food products.
The Wulffinkulma.fi web shop is known for its fast
and reliable deliveries. This versatile and mo-
bile-friendly web shop’s advantages are secure
and accurate delivery. Whether it is to business
premises, the home, remote office or a self-em-
ployed person’s desk in a co-working space, the
Wulffinkulma.fi web shop delivers products where
and when the customer wants. The same daily
products are in use in home offices as in tradition-
al office spaces: soft tissue papers, hand towels,
soap, coffee, and snacks. Wulff is appreciated
for its local, sustainable, and environmentally
sound range. What the customers appreciate
will show in the assortment when it is developed
in the future. The web shop is continuously being
developed to offer even more sustainable options
and information on the environmental impact of its
products.
EXPERTISE SALES SEGMENT
The Expertise Sales segment makes everyday
life at the workplace easier by offering the best
workplace products and latest products on the
market with the most professional, personal and
local service.
In January–December 2021, the Expertise Sales
segment’s net sales totalled EUR 12.9 million
(16.0), and EUR 2.8 million (4.0) in the last
quarter. In January–December 2021, operating
profit totalled EUR 0.8 million (2.4), and EUR 0.0
million (0.4) million in the last quarter. Sales of
hygiene and protective products in the Expertise
Sales segment declined from the peak in the
pandemic year 2020, and the stabilisation of the
price level of topical products reduced operating
profit. The Expertise Sales segment’s strength has
been taking hold of the sales of topical products
fast and contacting regional customers quickly to
offer exactly the products they need. Wulff’s sales
expert is a trusted contact, whose knowledge
and expertise is highly valued. Expertise Sales
provide personal and local service, identifying the
specific characteristics of the customer’s opera-
tions. Cleaning and hygiene products, as well
as equipment used in remote work, still sold
well, and indoor air quality is also considered
important.
Expertise Sales is an expert service that requires
knowledge of the customer, the customer’s
business and operating environment, and it
emphasizes the importance of personal contact.
Wulff stands out from the competition for its
locality and domestic nature. The Expertise Sales
segment offers customers the latest products and
favourites, as well as a broad range of wellbe-
ing and ergonomic products for the workplace,
first aid, and products improving work safety.
Sustainability, locality and ecofriendliness are in-
creasingly important grounds for choices. In the
midst of the pandemic, it has been vital to secure
hygiene, protection and safe ways of working.
Due to the aging workforce, Nordic companies
are increasingly investing in ergonomics and first
aid products for the workplace. Office work will
continue to account for an ever-increasing part
of all labour, so companies are also proactively
investing in good workplace ergonomics. With
good workplace ergonomics, it is possible to
achieve significant savings due to the decrease
in sick leaves. The Expertise Sales segment offers
personal service to its clients and the product
concept is always tailored together with the
customers to meet their needs. Expertise Sales
actively raises customer’s awareness of solutions
that make workdays better.
Wulff is known for being the workplace for
successful salespeople. An increasing number
of executive leaders and company managers
have a background in sales, and there is grow-
ing appreciation of sales skills in our society
today. Successful recruiting and the number of
sales personnel have a significant effect on the
performance of the Expertise Sales Segment in
particular. New talent and future sales experts
are always welcome at Wulff! Wulff’s own
induction and training programs ensure that not
only does every salesperson get a comprehen-
sive training and an exciting start to their career,
but also further education on how to improve
their expertise.
FINANCING, INVESTMENTS AND
FINANCIAL POSITION
In January–December 2021, the cash flow from
operating activities was EUR 5.0 million (2.8).
The cash flow from operating activities increased
along with the growth in net sales. In addition,
cash flow generation was affected by the com-
mitment of cash to working capital items. Usually
in the industry, it is typical that the result and cash
flow are generated in the last quarter.
Inventories increased with Wulff Solutions'
products by EUR 5.3 million and trade receiv-
ables by EUR 7.2 million. The company's trade
payables were EUR 4.0 million and ordinary
other liabilities and accrued liabilities related to
business operations totalled EUR 3.2 million. The
fully automated Tuusula logistics centre, owned
by Wulff Solutions, increased tangible fixed
assets in the balance sheet by EUR 1.5 million.
Wulff Solutions leases store premises in Helsin-
ki’s Sörnäinen district, Tampere and Jyväskylä as
well as premises in Pitäjänmäki. The company
also rents cars. These leases increased leasing
assets and liabilities by EUR 0.5 million.
To finance the Wulff Solutions acquisition,
Wulff Group Plc took out senior financial loans
totalling EUR 6.8 million, which will be repaid
within five years. On 8 May 2020, Wulff Group
Plc took a loan of EUR 1 million to cover the
additional financing needs during the Covid-19
pandemic period, which was repaid before 30
September 2020. During the second quarter
of 2020, the company agreed to transfer the
two 2020 instalments of long-term loans to loan
capital to be repaid in the future. As a result of
the payment arrangement, the loan repayments
44 Wulff Annual Report 2021
for the 2020 comparison period were EUR 0.4
million lower than the original payment schedule.
Total repayments of long-term loans during the
reporting period amounted to EUR 1.2 million
(0.5). Short-term loans were repaid to the
amount of EUR 2.0 million (-0.3).
Lease agreement payments were EUR 1.1
million (0.8). Recognition of lease agreements
on the balance sheet increased group assets by
EUR 1.7 million (1.2), and liabilities by EUR 1.8
million (1.3), at the end of the reporting period.
Investments during the reporting period amount-
ed to EUR 1.4 million (0.7). Wulff invested more
in its information systems in the period under
review than in the comparison period as part
of the integration work related to the acquisi-
tion. The renovation of the facade of the Kilo
premises was completed in the spring, costing
EUR 0.2 million.
In April 2021, dividends totalling EUR 0.8 million
were paid to the owners of the parent company.
In November 2020, dividends totalling EUR 0.7
million were paid to shareholders.
The cash flow of financing activities was EUR 1.4
million (-1.8) in 2021.
The Group’s cash balance increased by EUR
0.3 million in January–December (0.2). The
Group’s bank and cash funds totalled EUR 0.5
million (0.3) at the beginning of the year, and
EUR 0.8 (0.5) million at the end of the reporting
period.
Equity attributable to the shareholders of the par-
ent company was EUR 2.73 per share (2.00) at
the end of December 2021.
SHARES AND SHARE CAPITAL
Wulff Group Plc’s shares are listed on Nasdaq
OMX Helsinki in the Small Cap segment under
the Industrial Goods and Services sector. The
company’s trading code is WUF1V. At the end
of the reporting period, the share was valued at
EUR 4.92 (3.24) and the market capitalisation of
the outstanding shares totalled EUR 33.3 million
(21.9). In 2021, the trade volume for the stock
was 6,403,381 (3,538,157), and the number
of shareholders as of 31 December 2021 was
2,641 (1,867).
In January–December 2021, no own shares
were reacquired. During the second quarter of
2020, the Board of Directors of Wulff Group
Plc decided to start buy back its own shares in
accordance with the authorization granted by
the Annual General Meeting. The repurchases
started on May 25, 2020 and ended on June
11, 2020. Wulff Group Plc repurchased 65,260
shares at the market price quoted through public
trading on the Nasdaq OMX Helsinki, in ac-
cordance with the rules regarding the acquisition
of a company’s owns shares. The acquired
shares are intended to be used to finance
acquisitions and other arrangements according
to the company´s growth strategy.
The Board of Directors decided to establish a
short- and long-term incentive scheme for CEO
Elina Pienimäki on February 22, 2021. The
remuneration to be paid through the scheme ex-
cluding indirect wage costs is equal to the value
of a maximum of 40,000 shares in Wulff Group
Plc from financial years 2021-2023. In addition,
the Board of Directors decided to issue 7,000
of the company’s own shares to CEO Pienimäki
as remuneration for 2020. The transfer of the
shares was based on the authorisation given to
the Board of Directors by the Annual General
Meeting on 23 April 2020.
At the end of December 2021, the Group held
137,260 (144,260) treasury shares, represent-
ing 2.0% (2.1) of the total number of the parent
company’s shares and voting rights.
DECISIONS OF THE ANNUAL
GENERAL MEETING AND BOARD OF
DIRECTORS
Wulff Group Plc’s Annual General Meeting
was held in the Wulff House in Espoo on April 8,
2021. The Annual General Meeting verified the
financial statements for the financial year 2020
and discharged the members of the Board of
Directors and CEO from liability for the financial
period Jan 1– Dec 31, 2020. The Annual
General Meeting decided on a dividend of a
total of EUR 0.12 per share for the financial year
2020. The Annual General Meeting approved
the remuneration report proposed by the Board
of Directors.
Kari Juutilainen, Lauri Sipponen, Jussi Vienola
and Kristina Vienola were re-elected as mem-
bers of the Board. The organizing meeting of
Wulff Group Plc’s Board of Directors, held after
the Annual General Meeting, elected Kari Juu-
tilainen as Chair of the Board. It was confirmed
that the members of the Board of Directors will
receive a monthly fee of EUR 1,250.
BDO Oy, a company of Authorized Public
Accountants, with Authorized Public Accountant
Juha Selänne as the lead audit partner, was
named the auditor of Wulff Group Plc.
The Annual General Meeting authorized the
Board of Directors to decide on the acquisition
of a maximum of 300,000 own shares. The
authorization is valid until April 30, 2022. The
Board of Directors decided to continue buying
back the company’s shares in accordance with
the authorisation granted by the Annual General
Meeting on April 8, 2021.
The Annual General Meeting authorised the
Board to decide on the issue of new shares,
disposal of treasury shares, and/or the issue of
special rights. The authorisation entitles the Board
to issue a maximum of 1,300,000 shares, rep-
resenting approximately 20% of the company’s
currently outstanding stock, based on a single
decision or several decisions. The authorisation
remains in force until April 30, 2022.
PERSONNEL
In January–December 2021, the Group’s
personnel totalled an average of 248 (189)
employees. Wulff’s personnel increased by 114
due to the acquisition of Wulff Solutions. At the
end of December, the Group had 278 (176)
employees, of whom 67 (60) persons were
employed in Sweden, Norway or Denmark.
The Group’s personnel consists of 45% (57) of
employees in sales operations, and 55% (43)
in sales support, logistics and administration. 51
% (48) of the personnel are women and 49 %
(52) are men.
RISKS AND UNCERTAINTIES IN THE
NEAR FUTURE
General economic and market developments as
well as the employment rate have a significant
impact on the demand for workplace products
and services. The general uncertainty in the
global economy also impacts Wulff's opera-
tions. The effects of the coronavirus pandemic
and the restrictions in place to contain an
mitigate the virus have a broad impact on the
needs of both the global and local economy
and customers. In addition, megatrends in the
global economy, such as digitalization and
responsibility, are affecting market change.
There are both risks and opportunities involved
in developing a range of products and services
in line with changing markets and needs. Typical
business risks include the successful implementa-
tion of Wulff's strategy, such as the integration of
operations from business acquisitions, and oper-
ational risks arising from the personnel, logistics
and IT environment. Intense competition in the
workplace products and services industry can
affect the profitability of the business. Changes in
exchange rates affect the Group's net result and
balance sheet.
Wulff Annual Report 2021 45
SUBSEQUENT EVENTS
Wulff Group Plc signed an agreement of sale
on January 4, 2022 through which Wulff Group
Plc acquired the share capital of Carpentum Oy.
The transaction entered into force on the day of
the agreement’s signing. Of the total purchase
price of EUR 0.9 million, EUR 0.5 million was
paid in cash, and the remaining EUR 0.4 million
will be paid by transferring 82,488 of Wulff’s
own shares to the seller of Carpentum Oy.
On January 17, 2022, Wulff Group Plc
announced a change in the Group Executive
Board. Elina Hanén, CFO and member of the
Executive Board, resigned. The Group's CFO
and member of the Executive Board will be Atte
Ailio, M.Sc.Econ.
BOARD OF DIRECTORS’ PROPOSAL
FOR THE ANNUAL RESULT
The Group’s parent company Wulff Group Plc’s
distributable funds totalled EUR 1.7 million (1.4).
The Group’s net result attributable to the equity
holders of the parent company for the financial
year was EUR 5.9 million (2.2), or EUR 0.87 per
share (0.32). The Board of Directors proposes
to the Annual General Meeting to be held
on 8 April 2022 that a dividend of EUR 0.13
per share be paid for the financial year 2021,
totalling EUR 0.9 million, and the remaining
distributable funds be transferred in retained
earnings in the shareholders’ equity.
STRATEGY
On December 9, 2021, Wulff Group Plc’s
Board of Directors approved an updated strat-
egy and medium-term targets for the company
for 2022–2026. Profitable growth in the current
business operations is at the heart of the strategy,
which will be accelerated through acquisitions.
The company’s goal is to be the market leader
for workplace products and services, and the
most recommended and responsible partner in
the sector – making a better world, one work-
place at a time. The foundation of the growth
strategy is an expansion of the product and
service portfolio, and acquisitions in the Nordic
countries.
The new medium-term financial targets ap-
proved by Wulff Group Plc’s Board of Directors
seek to double net sales, reaching net sales of
EUR 200 million by 2026:
• average net sales growth of 15–20% per
year;
• growth of comparable operating profit
percentage; and
• increasing dividend per share.
MARKET SITUATION AND FUTURE
OUTLOOK
Megatrends play a role in Wulff’s opera-
tions. The company's operating environment
is positively affected by the growing share of
knowledge work in all work performed. On
the other hand, demographic developments
are actively reducing the number of people
in employment at present. The integration of
technology into products and services is an
opportunity for Wulff. Digitalization brings new
ways for an already multi-channel company to
reach and serve customers and streamline its
own operations. The most significant for Wulff's
operations and future success is responsible op-
erations and, in particular, consideration for the
environment: whether the environment is treated
as a resource or is the goal to improve the state
of the environment. Future success is strongly built
on these themes carrying growing importance
in business and consumer decision-making.
Wulff has chosen responsibility, particularly
positive climate action and increasing equality
as important elements of its strategy.
Demand for products is significantly affected by
general economic and market developments as
well as the employment rate. Before the Cov-
id-19 pandemic, the market for workplace prod-
ucts and services in the Nordic countries had re-
mained stable for several years. Wulff estimates
that the overall market for workplace products
and services will remain stable, despite ongo-
ing rapid changes in work environments. As
vaccination rates increase, protective products
will no longer be essential, as they were during
the breakout and spreading of the pandemic.
However, safe encounters will continue to be
important. Wulff expects demand for hygiene,
cleaning, and protection products to remain at a
good level despite the change. At the same time,
the Covid-19 pandemic has brought long-last-
ing changes to how we work; the growth of
multi-location working has increased the number
of workstations and the demand for ancillary
products required. Demand for IT supplies,
printing products and traditional office supplies
is expected to stabilize at the pre-pandemic
levels in the near future. This is due to the partial
return to on-site work and the increased number
of new workstations created by the pandem-
ic-driven change in working life taking place at
homes and leisure homes. The Group’s net sales
and operating profit are affected by the trends
of the international convention services industry,
as the industry is gradually recovering from the
Covid-19 pandemic. Demand for Wulff Entre’s
traditional Premium Exhibition services is recov-
ering as the industry reopens, and the advance-
ment of the Covid-19 pandemic are affecting
the amount of market activity taking place.
The reorganisation of Wulff’s contract sales or-
ganisation in Finland along with the cooperation
negotiations conducted with Wulff Oy Ab and
Wulff Solutions Oy (previously Staples Finland
Oy) in August–September resulted into merger
in sales, administration and support functions.
As a result of the cooperation negotiations,
the company will achieve annual cost savings
of approximately EUR 1.9 million in personnel
costs. With the implemented and planned
restructuring measures such as the consolidation
of information systems, logistical and operational
processes, and facility changes, Wulff expects to
achieve total annual cost synergies of approx-
imately EUR 3.0 million in a phased manner. A
significant portion of these cost synergies will
already be realised in 2022.
Wulff aims to grow profitably, and it has the
continuing ability to be a more active player in
M&A than its competitors.
Wulff estimates that net sales in 2022 will in-
crease clearly and comparable operating profit
will increase compared to 2021.
ACCOUNTING PRINCIPLES FOR
ALTERNATIVE PERFORMANCE
MEASURES
The Group complies with the Guidelines
on Alternative (APM) issued by the European
Securities and Markets Authority (ESMA) in its
statutory reporting. These alternative perfor-
mance measures, such as the gross margin,
comparable EBITDA and comparable oper-
ating profit, are used to present the underlying
business performance and to enhance compa-
rability between financial periods. The compara-
ble EBITDA and comparable operating profit do
not include items affecting comparability. These
are income and expenses that are not included
in normal business activities, such as profits from
sales of subsidiaries, and non-recurring costs
related to their implementation, such as the
acquisition of Wulff Solutions on May 3, 2021,
and writedowns of goodwill and significant
one-time expenses. The Alternative Performance
Measures should not be taken as substitutes
for the standards presented in the Generally
Accepted Accounting Principles for IFRS.
46 Wulff Annual Report 2021
KEY FIGURES
EUR 1000 2 021 2020 2 019 2 018 2017
Net sales 90 424 57 541 56 344 55 889 56 931
Change in net sales % 57.1% 2.1% 0.8% -1.8% -4.0%
Earnings before taxes, depreciation and amortization (EBITDA)* 9 128 5 204 3 067 1 920 4 61
% of net sales* 10.1% 9.0% 5.4% 3.4% 0.8%
Comparable earnings before taxes, depreciation and amortization (EBITDA)* 6 073 5 204 3 067 1 920 4 61
% of net sales* 6.7% 9.0% 5.4% 3.4% 0.8%
Operating profit/loss* 6 940 3 541 1 570 1 508 74
% of net sales* 7. 7 % 6.2% 2.8% 2.7% 0.1%
Comparable operating profit/loss* 3 885 3 541 1 570 1 508 74
% of net sales* 4.3% 6.2% 2.8% 2.7% 0.1%
Profit/Loss before taxes 6 552 3 101 1 194 1 243 -247
% of net sales 7.2% 5.4% 2.1% 2.2% -0.4%
Comparable profit/loss before taxes 3 497 3 101 1 194 1 243 -247
% of net sales 3.9% 5.4% 2.1% 2.2% -0.4%
Net profit/loss for the financial year attributable for the shareholders of the
parent company
5 896 2 174 1 039 1 025 -193
% of net sales 6.5% 3.8% 1.8% 1.8% -0.3%
Comparable net profit/loss for the financial year attributable for the
shareholders of the parent company
2 841 2 174 1 039 1 025 -193
% of net sales 3.1 % 3.8% 1.8% 1.8% -0.3%
Cash flow from operations 4 9 74 2 783 3 777 1 085 1 389
Return on equity (ROE) % 36.3% 19.1 % 8.5% 9.3% -2.0%
Return on investment (ROI) % 25.0% 15.2% 7.9 % 9.5% -1.1%
Equity ratio % 38.1% 41.9% 39.2% 49.1% 47,0%
Gearing, % 62.1% 57.3% 66.2% 15.8% 19.8%
Balance sheet total 52 045 35 353 33 093 26 412 24 933
Gross investments in fixed assets 1 388 719 7 359 446 426
% of net sales 1.5% 1.2% 13 .1 % 0.8% 0.8%
Average number of personnel during the financial year 248 18 9 19 8 191 19 8
Number of personnel at the end of financial year 278 176 200 191 19 5
* The presentation of the Consolidated Statement of
Income has been changed in the first quarter of 2018
in such a way that all bank expenses have been
classified as financial expenses. The comparison pe-
riod 2017 has been adjusted according to the new
reporting principle. The effect of the change in the
presentation on the comparison period is presented
on the next page.
The Group complies with the Guidelines on Alternative Performance Measures (APM) issued by the European Securities and Markets Authority (ESMA) in its statutory reporting. These alternative performance measures,
such as the gross margin, comparable EBITDA and comparable operating profit, are used to present the underlying business performance and to enhance comparability between financial periods. The comparable
EBITDA and comparable operating profit do not include items affecting comparability. These are income and expenses that are not included in normal business activities, such as profits from sales of subsidiaries, and
write-downs of goodwill. Comparability in 2021 was affected by the acquisition of EMO Finland Oy's share capital. Items affecting comparability included the recognition of negative goodwill, salary expenses related to
the acquisition arrangements and the resulting cooperation negotiations, and DD expenses. The Alternative Performance Measures should not be taken as substitutes for the standards presented in the Generally Accepted
Accounting Principles for IFRS.
Wulff Annual Report 2021 47
Effect of the change of presentation:** 2017
Earnings before taxes, depreciation and amortization (EBITDA) 107
% of net sales 0.2%
Operating profit/loss 107
% of net sales 0.2%
EBITDA / share, EUR 0.02
SHARERELATED KEY FIGURES
EUR 1000 2 021 2020 2 019 2 018 2 017
Earnings per share (EPS), EUR 0.87 0.32 0 .15 0 .15 -0.03
Comparable earnings per share (EPS), EUR 0.42 0.32 0 .15 0 .15 -0.03
Equity per share, EUR 2.73 2.00 1. 76 1.72 1.64
Dividend per share, EUR* 0 .13 0 .12 0 .11 0 .10 0.05
Payout ratio % 15 % 38% 72% 65% -167%
Comparable payout ratio % 31 % 38% 72% 65% -167%
Effective dividend yield % 2.6% 3.7% 6.2% 5.9% 3.0%
Price/Earnings (P/E) 5.6 10 .1 11 . 6 11 . 0 -55.9
Comparable price/earnings (P/E) 11 . 7 10 .1 11 . 6 11 . 0 -55.9
P/BV 1.80 1.62 1.00 0.98 1. 01
EBITDA / share, EUR** 1.35 0.77 0.45 0.28 0.07
Comparable EBITDA / share, EUR** 0.90 0.77 0.45 0.28 0.07
Cash flow from operations / share, EUR 0.73 0.41 0.55 0.16 0.21
Share prices:
Lowest share price, EUR 2.90 1. 31 1.50 1.32 1.43
Highest share price, EUR 5.34 3.40 1.91 1.79 1.79
Average share price, EUR 4 .14 2.01 1.67 1.54 1.65
Closing share price, EUR 4.92 3.24 1.77 1.69 1.65
Market value as of Dec 31, MEUR 33.3 21. 9 12 .1 11 . 5 10.8
Number of outstanding shares on average during the financial year 6 769 352 6 791 043 6 828 628 6 643 696 6 528 628
Number of outstanding shares at the end of the financial year 6 770 368 6 763 368 6 828 628 6 828 628 6 528 628
Number of shares traded 6 403 381 3 538 157 736 299 190 354 565 733
% of average number of shares 94.6% 52.1% 10.8% 2.9% 8.7%
Shares traded, EUR 25 279 930 7 459 624 1 232 914 293 735 930 970
* The Board of Directors' dividend proposal
from year 2021 to the Annual General Mee-
ting to be held on April 8, 2022.
** The presentation of the Consolidated
Statement of Income has been changed in
the first quarter of 2018 in such a way that
all bank expenses have been classified as
financial expenses. The comparison period
2017 has been adjusted according to the
new reporting principle. The effect of the
change in the presentation on the compari-
son period is presented in the table.
48 Wulff Annual Report 2021
CALCULATION PRINCIPLES OF KEY FIGURES
Return on equity (ROE), % Net profit/loss for the period (total including the non-controlling interest of the result) x 100
Shareholders’ equity total on average during the period (including non-controlling interest)
Return on investment (ROI), % (Profit before taxes + Interest expenses) x 100
Balance sheet total - Non-interest-bearing liabilities on average during the period
Equity ratio, % (Shareholders’ equity + Non-controlling interest at the end of the period) x 100
Balance sheet total - Advances received at the end of the period
Gearing, % Net interest-bearing debt x 100
Shareholders’ equity (including Non-controlling interest at the end of the period)
Earnings per share (EPS), EUR Net profit attributable to the equity holders of the parent company
Share issue adjusted number of outstanding shares on average during the period
Equity per share, EUR Equity attributable to equity holders of the parent company
Share issue-adjusted number of outstanding shares at the end of period
Dividend per share, EUR Dividend for the financial period
Share issue-adjusted number of outstanding shares at the end of period
Payout ratio, % (Dividend per share) x 100
Earnings per share (EPS)
Effective dividend yield, % (Dividend per share) x 100
Share issue-adjusted closing share price at the end of period
Price/Earnings (P/E) Closing share price at the end of period
Earnings per share (EPS)
Wulff Annual Report 2021 49
CALCULATION PRINCIPLES OF KEY FIGURES
P/BV ratio
Share issue-adjusted closing share price at the end of period
Equity per share
Earnings before depreciation and amortization, Earnings before depreciation and amortization, financial items, and taxes (EBITDA)
financial items, and taxes per share, EUR
Share issue adjusted number of outstanding shares on average during the period
Cash flow from operations per share Cash flow from operations (in the cash flow statement)
Share issue-adjusted average number of outstanding shares during the period
Net interest-bearing debt Interest-bearing liabilities - Interest-bearing receivables - Cash and cash equivalents
Market value of outstanding shares Share issue-adjusted number of outstanding shares at the end of period
x Closing share price at the end of period
EBITDA Net sales + Other operating income - Materials and services - Employee benefit expenses - Other opera-
ting expenses
EBITDA, % Operating profit before interest, taxes, depreciation, and amortization / Net sales x 100
Comparable EBITDA EBITDA +/- Items affecting comparability
Operating profit (EBIT) EBITDA - Depreciation and amortization - Impairment
Operating profit (EBIT), % Operating profit (EBIT) / Net sales x 100
Comparable operating profit (EBIT) Operating profit (EBIT) +/- Items affecting comparability
50 Wulff Annual Report 2021
RISKS AND RISK MANAGEMENT
GOALS AND PRINCIPLES OF RISK
MANAGEMENT
Wulff Group follows the risk manage-
ment policy devised by the Board of
Directors that determines the objectives
and responsibilities of risk management,
as well as the reporting procedures. The
Company’s risk management supports the
achievement of strategic objectives and
ensures business continuity. The realisation
of risk management policies is controlled
with internal audit regularly and also
external auditors supervise the adequacy
and effectiveness of the risk management
as a part of the audit procedures related
to Group’s governance.
Risk management is part of Wulff Group’s
business operations management. Wulff’s
risk management is guided by legislation,
business objectives set by shareholders
as well as the expectations of customers,
personnel and other important stakehold-
ers. The Group’s risk management aims
to systematically and extensively identify
and understand any risks that may prevent
the achievement of the Group’s business
objectives, as well as to ensure that risks
are appropriately managed when mak-
ing business-related decisions. Threats to
business include risks related to acquisi-
tions, It risks, risks related to the staff and
its availability, as well as factors related to
the general economic development and
the Company’s reputation.
RISK SURVEY
Risks are classified into strategic, oper-
ational and market risks. The risk man-
agement process aims to identify and
assess risks and then plan and implement
practical measures to deal with each risk.
Possible measures include, for example,
avoiding the risk, reducing it in different
ways or transferring it with insurance or
agreements.
Wulff Group carries out annual risk surveys
to determine the main risks in terms of their
significance and probability. The business
unit leaders are responsible for carrying
out the surveys and risk monitoring on
which they report to the Group Executive
Board. Selected persons are responsible
for the monitoring of specific issues within
each risk category i.e. strategic, operative
or market risks. The Group has not set up
a separate organisation for risk manage-
ment. Instead, risk management is ar-
ranged in compliance with the Company’s
other business operations and organisation
structure.
The divisions’ financial reports and the sit-
uation of the businesses’ key development
projects are on the agenda of the Group
Executive Board which convenes on a
tertiary basis. The main risks determined in
the risk survey, changes in the significance
and probability of the risks, as well as the
persons responsible, actions completed
and results achieved are reported to the
Group’s Board of Directors annually.
Special attention is paid to any possible
new risks that are detected.
STRATEGIC RISKS
The most significant strategic risks arise
from the uncertainties related to business
acquisitions that may expose the Group
to new types of market and operating
environment risks. Acquisitions involve also
risks related to the integration of busi-
ness, commitment of key personnel and
achievement of business objectives set for
the acquisition, as well as the increasing
exposure to currency and interest rate
risks. In accordance with the International
Financial Reporting Standards (IFRS),
consolidated goodwill is not amortized
on a regular basis, but instead is tested for
impairment at least annually or whenever
there are indications of impairment.
OPERATIVE RISKS
Customer Base Management
The main operational threats involve the
loss of customers or sales volume and risks
related to customer relationship manage-
ment. The Company tackles the risk of
possible customer or volume losses by de-
veloping compensating sales in other cus-
tomer or product groups. The risk of losing
customers is reduced by the Company’s
independence of individual customers.
The Group has a broad customer base
and the management analyses the risks
related to customer concentration.
The demand for office supplies is still
affected by the organizations’ personnel
lay-offs and cost-saving initiatives made
during the economic downturn. The gen-
eral economic uncertainty may still persist,
which will most likely affect the ordering
behaviour of some corporate clients. Dur-
ing the uncertain economic periods, the
corporations may also minimize attending
exhibitions. Intense competition in the
workplace products and services indusrty
Wulff Annual Report 2021 51
can affect the profitability of the business.
There are both risks and opportunities
involved in developing the product and
service portfolio to be in line with chang-
ing markets and needs. The uncertainties
relating to the general economic devel-
opment emphasizes the importance of
monitoring the credit and default risks
associated with customers and other
affiliates. The credit and default risks and
control measures are presented under
Credit and Default Risks.
Personnel
The main operational threats involve also
factors related to the personnel and the
availability of workforce. Especially the
development of net sales and profitability
of the Expertise Sales Segment is partly
dependant on the number of sales repre-
sentatives and their sales know-how.
Financial Risks
The Group’s parent company finances the
major subsidiaries’ operations on a cen-
tralised basis and controls the financial
risks arising from them. Group companies
with non-controlling minority shareholders
may make more independent financial
decisions but always within the limits
defined by the Group’s Board. In addition
to other risk management policies, the
parent company’s Board of Directors
determines the principles of financial risk
management. The goal of risk manage-
ment is to minimise the effects that price
fluctuations in the financial markets, as
well as other uncertainty factors may have
on result, financial position and cash flow.
Financial risks include currency risks, inter-
est rate risks, liquidity risks, and credit risks
managed by each subsidiary.
Currency Risks
Approximately 2/3 of the Group’s sales
are nominated in euros and 1/3 is nom-
inated in Swedish, Norwegian and Dan-
ish crowns. Fluctuation of the currencies
affects the Group’s net result and financial
position. In terms of import, the exposure
to currency risks affects especially the
currency risks of the Wulff Supplies sub-
group through changes between Sweden
and Norway. The Group has only minor
transactions in other currencies than euros
and Nordic currencies. Interest-bearing
liabilities by currencies are presented in
Note 21 of the consolidated financial
statements. The Group does not practice
any speculative hedging. No separate
hedging measures against currency risk
are taken.
Interest Rate Risks
The Group is exposed to interest rate risk
due to loans from financial institutions
and bank account limit facilities tied with
variable interest rates. Changes in market
rates impact directly the Group’s interest
payments in the future. More information
on the interest rates of the Group’s inter-
est-bearing liabilities is presented in Note
21 of the consolidated financial state-
ments. The Group does not make any
speculative interest rate agreements and
to date, no interest rate swaps have been
utilized for managing interest rate risks.
Liquidity Risks
Group companies operate with their own
cash flows and if necessary, they are
funded also with the Group’s internal fi-
nancing. In order to ensure good liquidity,
the Group emphasises the subsidiaries’
independence in the management of
operating cash flow and working capital.
Liquidity risks are managed on the group
level with Group bank account ar-
rangements in Finland and Scandinavia.
Continuous supervision is used to assess
and monitor the financing needed for the
subsidiaries’ operations. The availability
and flexibility of financing is ensured with
bank account credit limits. On December
31, 2021, unused credit limits totalled EUR
5.5 (3.6) million in Finland. The maturity of
loans is presented in Note 21.
Part of the Group’s loan agreements
include covenants, according to which
the equity ratio shall be 35% at minimum
and the interest-bearing debt/EBITDA
ratio shall be 3.5 at maximum at the end
of each financial year. Covenant breach-
es lead to negotiations with the bank
granting the guarantee and any possible
consequences depend on the negotia-
tions. The covenant terms were met on
31.12.2021.
Credit and Default Risks
The uncertainties relating to the general
economic development have empha-
sized the importance of monitoring
the credit and default risks associated
with customers and other affiliates. The
subsidiaries manage their customers’
credit analyses and active credit control
independently. Together with the sub-
sidiaries’ management, the subsidiaries’
working capital management and related
risks are monitored also on segment and
group level by the Group's finances. The
Group’s trade receivables consist of an
extensive customer base, and most of the
annual sales volume is from well-known
and solvent customers. Consequently, the
Group has not considered credit guar-
antees or corresponding methods to be
necessary.
The risk management policy of each com-
pany defines the credit risks and credit
worthiness requirements, as well as the
terms of delivery and payment. Credit risk
monitoring is primarily the responsibility of
the subsidiaries’ management, while the
parent company’s financial management
monitors regularly the realisation of the
risk management principles, the develop-
ment of the Group's credit risk and exam-
ines the efficiency of the centralised own
collection operations and the outsourced
collection partner. Traditionally the group
companies’ credit losses have been
small in relation to their net sales. Aging
analysis of sales receivables is presented
in Note 17 of the consolidated financial
statements.
52 Wulff Annual Report 2021
Capital Management
Wulff Group’s capital structure man-
agement aims to ensure and improve
the operating conditions of the group
companies and to increase the Group’s
shareholder value in a sustainable, opti-
mal way. The Group’s capital structure is
evaluated by monitoring the development
in equity ratio where the long-term target
is approximately 40 percent. The Group’s
companies operate with their own cash
flows and if necessary, they are funded
also with Group’s internal financing.
The Group emphasises the subsidiaries’
independence in the management of
operating cash flow and working capital.
The Group Finance controls the group
companies’ working capital management
centrally. The Group Finance takes care
of the external loan financing and agrees
on the loans’ repayment schedules with
the financiers centrally.
IT Risks
Subsidiaries are responsible for manag-
ing the risks related to their own IT systems
and the most significant IT risks are eval-
uated also on group level. Also external
auditors pay attention to IT risks and
efficiency of the Group’s IT processes,
and the auditors report their findings and
development recommendations to Group
management and Board, if necessary.
Asset Risks
The Group’s assets are comprehensively
insured against accidents and damage.
Some of the subsidiaries are also insured
against interruption in operations.
Environmental Risks
The Group also takes into account
environmental risks and emphasizes en-
vironmental-friendliness in its operations.
The Group’s subsidiary Wulff Oy Ab has
been granted the ISO 14001 environ-
mental certificate. Wulff provides cus-
tomers with information about recycling
solutions for office and IT supplies and
sees to the recycling of its customers’ used
ink cartridges. In addition, the Group
promotes a positive attitude towards envi-
ronmental matters and their development
among its personnel. Wulff Entre Oy and
Wulff Oy Ab have also been granted the
ISO 9001 quality certificate.
When selecting suppliers, Wulff Oy Ab
favours companies committed to sustaina-
ble development. The company chooses
products that use environmentally friendly
raw materials and production methods.
In addition, the Wulffinkulma.fi webshop
provides a wide range of green office
products that are produced in an environ-
mentally friendly way. Recycled and rap-
idly renewable materials are preferred in
the material choices and CO2 emissions
caused by the transportation of products
are minimized. All of the packaging
materials used in Wulff Oy Ab’s product
deliveries can be recycled or used as a
source of energy.
All Wulff Group companies in Finland use
Posti Green deliveries that are CO2 neu-
tral. With improved energy efficiency and
use of low emission, renewable energy,
carbon dioxide emissions will be re-
duced. From the customers’ point of view,
the deliveries are completely carbon
neutral because the remaining emissions
are compensated by funding Posti Green
climate projects.
Wulff Supplies, which operates in Swe-
den, Norway and Denmark, has devel-
oped a Supplies Control concept. The
concept contains all environmental pro-
cesses and future guidelines. The concept
was introduced in 2009 and it has been
developed in collaboration with custom-
ers, employees, and suppliers. With the
help of the concept, Wulff Supplies is
actively working to achieve overall cost
reduction along the entire supply chain
and minimizing environmental impacts.
Wulff Supplies makes certain that the
products they offer have been developed
and produced in compliance with ethical
guidelines and applicable legislation
and regulations. Wulff Supplies aims to
reduce use of materials, which means
more efficient utilization of materials and
energy. More environmental friendly
alternatives are used whenever they are
available and hazardous substances
are avoided. Wulff Supplies has been
awarded with the ISO 9001:2008 and
ISO 14001:2004 certificates in all of its
operating countries.
The Finnish Packaging Recycling RINKI
Ltd has awarded Wulff with a certificate
showing that the company handles the
recovery of the packages it supplies to
the market in compliance with directives,
acts and statutes.
Market Risks
The main market risks include megatrends
in the global economy, such as digital-
isation and responsibilty, the effect of
economic cycles and employment rates
on the demand of workplace proudcts
and services, as well as international
customer contracts. The impact of the
Coronavirus pandemic and restrictions
associated with containing the virus, have
far-reaching affects on the global and
local markets and customers' needs.
Changes in consumer preferences, such
as new trends in printing solutions, affect
development in the sector. International
pandemic or smaller epidemics, that
restrict traveling may have an impact
on demand of workplace products and
services as well as exhibition services.
Wulff Group keeps a close eye on
changes and develops and searches for
products and services that meet the new
needs. The Group’s broad range of prod-
ucts and services reduces the risks caused
by changing consumer preference.
The Company prepares for economic
downturns by adjusting operations and
expanding its customer base.
Wulff Annual Report 2021 53
SHARES AND SHAREHOLDERS
SHARE CAPITAL
The parent company’s share capital of
EUR 2.65 million consists of 6,907,628
shares with one vote each and with no
par value. There were no changes in
share capital in 2021 or 2020.
AUTHORIZATIONS OF THE BOARD
OF DIRECTORS
Authorizing the Board of Directors to
decide on a Share Issue and the Special
Entitlement of Shares
The Annual General Meeting on April 8,
2021 authorised the Board to decide on
the issue of new shares, disposal of treas-
ury shares and/or the issue of special
rights referred to in Chapter 10, Section
1 of the Companies Act in the following
way: The authorisation entitles the Board
to issue a maximum of 1,300,000 shares,
representing approximately 20% of the
company’s current outstanding stock,
based on a single decision or several
decisions. This maximum number encom-
passes the share issue and the shares
issued on the basis of special rights. The
share issue may be subject to or exempt
from fees and may be carried out for the
company itself as provided in the law.
The authorisation remains in force until
April 30, 2022.
The authorisation entitles the Board to de-
viate from shareholders’ pre-emptive rights
as provided in the law (private place-
ment). The authorisation can be used to
carry out acquisitions or other business-re-
lated arrangements, to finance invest-
ments, to improve the company’s capital
structure, to support the implementation
of the company’s incentive scheme or for
other purposes as decided by the Board.
The authorisation includes the right to de-
cide on the way in which the subscription
price is entered in the company’s balance
sheet. The subscription price can be paid
in cash or as a non-cash contribution,
either partly or in full, or by offsetting the
subscription price with a receivable of the
subscriber. The Board of Directors has the
right to decide on other matters related to
the share issue. The Company did not use
the authorization in 2021 or 2020.
Authorizing the Board of Directors to de-
cide on the Repurchase of the Company’s
own Shares
The Annual General Meeting on April 8,
2021 authorised the Board of Directors
to resolve on the acquisition of maximum
300,000 own shares. The authorization
is effective until 30.4.2022. The author-
ization encompasses the acquisitions of
the own shares through the public trading
arranged by NASDAQ OMX Helsinki
Oy in pursuance of its rules or through a
purchase offer made to the shareholders.
The consideration paid for the acquired
shares must be based on the market
price. To carry out treasury share acqui-
sitions, derivative, stock loan and other
agreements may be made on the capital
market in accordance with the relevant
laws and regulations. The company
can acquire treasury shares to carry out
acquisitions or other business-related
arrangements, to improve the company’s
capital structure, to support the implemen-
tation of the company’s incentive scheme
or to be cancelled or disposed of. The
Board of Directors has the right to decide
on other matters related to the acquisition
of treasury shares. The Company used its
autorization as described under header
Treasury Shares in 2021 and 2020.
TREASURY SHARES
According to the Annual General Meet-
ing’s authorisation on April 8, 2021, the
Board of Directors decided in its organiz-
ing meeting to continue the acquisition of
its own shares, by acquiring a maximum
of 300,000 own shares by April 30,
2022.
The shares are acquired through public
trading on NASDAQ OMX Helsinki in
a proportion other than that of current
shareholder holdings. The shares are
acquired at the market price quoted at
the time of the repurchase in accordance
with the rules regarding the acquisition
of company’s owns shares. According to
the authorisation, the treasury shares can
be acquired to carry out acquisitions or
other business related arrangements, to
improve the company’s capital structure,
to support the implementation of the
company’s incentive scheme or to be
cancelled or disposed of.
During 2021 own shares were disposed.
On February 22, 2021 the Board of
Directors decided to dispose 7,000 of the
companys shares to the CEO as remuner-
ation for 2020.
During the second quarter of 2020 the
Board of Directors of Wulff Group Plc
decided to start buy back its own shares
in accordance with the authorization
granted by the Annual General Meet-
ing. The repurchases started on May
25, 2020 and ended on June 11, 2020.
Wulff Group Plc repurchased 65,260
shares at the market price quoted through
public trading on NASDAQ OMX
Helsinki, in accordance with the rules
regarding the acquisition of company’s
owns shares. The acquired shares are in-
54 Wulff Annual Report 2021
tended to be used to finance acquisitions
and other arrangements according to the
company´s growth strategy.
At the end of December 2021, the Group
held 137,260 (144,260) own shares rep-
resenting 2.0% (2.1) of the total number
and voting rights of Wulff shares.
SHAREBASED PAYMENTS
The Group does not have any option
schemes currently in force. Wulff Group
Plc’s Board of Directors draws up the
rules for the share reward plans and
approves the key persons to be included
in the plan. On February 22, 2021 the
Board of Directors decided to establish
a share-based incentive scheme for the
CEO. More information is given in the
Corporate Governance Statement and in
Note 25 Related Party Information. Wulff
Group had no share reward plan in force
in 2020.
SHARE QUOTATION
Wulff Group Plc’s stock exchange history
started in October 2000 when the com-
pany’s share was first listed on the Helsinki
Stock Exchange’s NM list. On April 22,
2003, Wulff transferred its shares to the
main list, where they were listed in the
Consumer Discretionary sector. Until
February 2012, Wulff Group Plc’s shares
were listed on NASDAQ OMX Helsinki
in the Small Cap segment under the Con-
sumer Discretionary sector. In February
2012, the sector changed to the Industrial
Goods and Services sector.
Wulff shares’ trading code is WUF1V.
NASDAQ OMX Helsinki commenced
trading in round lots of one share on Sep-
tember 25, 2006. The share series’ ISIN
code used for international settlement of
securities is FI0009008452.
TRADING AND PRICE DEVELOPMENT
OF WULFF SHARES
In 2021, a total of 6,403,381
(3,538,157) Wulff shares were traded
which represents 94.6% (52.1) of the total
outstanding number of shares. The trading
was worth EUR 25,279,930 (7,459,624).
In 2021, the highest share price was EUR
5.34 (3.40) and the lowest price was
EUR 2.90 per share (1.31). At the end of
2021, the share was valued at EUR 4.92
(3.24) and the market capitalization of
the outstanding shares totalled EUR 33.3
million (21.9).
DIVIDEND POLICY
Wulff Group Plc follows an active
dividend policy. The goal is to distribute
around 50% of the period’s net profit
in dividend. The Board of Directors of
Wulff-Group has decided to propose to
the Annual General Meeting on April 8,
2021 that dividend of EUR 0.13 per share
be paid for the financial year 2021 total-
ling EUR 0.9 million. Rest of the distributa-
ble funds shall remain in the shareholders’
retained earnings.
SHAREHOLDERS AND OWNERSHIP
STRUCTURE
Wulff Group Plc’s shares are registered in
the book-entry securities system main-
tained by Euroclear Finland Ltd. The most
significant shareholders and the owner-
ship structure are presented in the graphs
attached. The changes in Varma Mutual
Pension Insurance Company's and Ari Pik-
karainen's share holdings were disclosed
in a stock exchange release in May and
December 2020 as well as in April and
June 2021.
INSIDER REGULATIONS
Wulff Group Plc complies with applicable
EU regulations, especially the Market
Abuse Regulation (EU 596/2016,
“MAR”), and any regulation and guid-
ance given by the European Securities
Markets Authority (“ESMA”). Further, the
company complies with Finnish legisla-
tion, especially the Securities Markets Act
(746/2012, as amended) and the Finnish
Penal Code (39/1889, as amended),
including the insider and other guidelines
of Nasdaq Helsinki Ltd and the standards
and guidance of the Finnish Financial
Supervisory Authority (“FIN-FSA”) and
other authorities.
Wulff hasn’t maintained a list of perma-
nent insiders since July 3, 2016. Instead,
all persons involved with insider projects
will be listed as project-specific insiders.
Project-specific lists will be established
and maintained for each project or event
constituting inside information, based on
a separate decision. All persons work-
ing for Wulff, representatives of external
entities, stakeholders and authorities who
have information concerning an insider
project or have access to project-specific
inside information, as well as persons
who are working for the implementation
of an insider project, will be entered in a
project-specific insider list.
Preparation of periodic disclosure (annual
and half year financial statements, interim
reports, financial statements bulletins) or
regular access to unpublished financial
information is not regarded as an insider
project. However, due to the sensitive
nature of unpublished information on the
company’s financial results, the persons
determined by the company, based on
their position or access rights, to have au-
thorised access to unpublished financial
result information are added to a list of
Financial Information Recipients. Wulff
applies an absolute trading prohibition (a
‘closed window’ principle) during a pe-
riod beginning 30 calendar days before
the announcement of each of the periodic
financial reports and the year-end report
(the financial statements bulletin) and end-
ing at the end of the trading day following
the day of publication of such a report.
Wulff Annual Report 2021 55
MAJOR SHAREHOLDERS
DECEMBER 31, 2021
The shareholders information is based
on the shareholders’ register maintained
by Euroclear Finland Ltd. Shareholders
are grouped according to the known
direct holdings of individual shareholders,
individuals under their guardianship and
the shares held by associations where they
exercise authority and stated as aggre-
gate amounts and specified category. The
shareholdings of companies belonging to
the same group are stated both as aggre-
gate amounts and specified by category.
The list of major shareholders can be found
on the Group’s website at wulff.fi/en/.
Major shareholders December 31, 2021 Number of shares
% of shares
1 Vienola Heikki 2 520 000 36.5%
2 LähiTapiola 761 100 11.0%
Elo Mutual Pension Insurance Company 350 000 5.1 %
LähiTapiola General Mutual Insurance Company 283 900 4.1%
Lähitapiola Mutual Life Assurance Company 127 200 1.8%
3 Nordea 318 100 4.6%
Nordea Nordic Small Cap Equity Fund 296 128 4.3%
Nordea Life Assurance Finland 20 000 0.3%
Nordea Bank Finland Plc 1 972 0.0%
4 TCF-Myynti Ltd 170 000 2.5%
5 Op-Suomi Mikroyhtiöt-Erikoissijoitusrahasto 150 000 2.2%
6 Wulff Group Plc 137 260 2.0%
7 Pikkarainen Ari 124 344 1.8%
8 Ågerfalk Veijo 69 018 1.0%
9 Varma Mutual Pension Insurance Company 67 984 1.0%
10 Laakkonen Mikko 64 185 0.9%
11 Tolppola Kim 58 979 0.9%
12 Ypyä Antti 47 883 0.7%
13 Heikki Tervonen Oy 45 000 0.7%
14 Progift Oy 41 162 0.6&
15 Lindsay von Julin & Co Ab 40 000 0.6%
Total of 15 biggest shareholders 4 615 015 66.8%
Total of other shareholders 2 292 613 33.2%
Total number of shares 6 907 628 100.0%
- Own shares -137 260
Total number of outstanding shares
6 770 368
56 Wulff Annual Report 2021
SHAREHOLDERS BY GROUP AS OF DECEMBER 31, 2021
Owner groups Number of shareholders %
Number of shares %
Companies 82 3.1 % 673 128 9.7%
Financial and insurance institutions 9 0.3% 890 292 12.9%
Public entities 2 0.1% 417 984 6.1%
Non-profit organisations 4 0.2% 13 23 5 0.2%
Private persons 2 517 95.3% 4 667 514 67.6%
Foreign shareholders 18 0.7% 22 085 0.3%
Nominee-registered shareholders 9 0.3% 223 390 3.2%
Total
2 641 100.0% 6 907 628 100.0%
SHAREHOLDERS BY THE NUMBER OF SHARES OWNED DECEMBER 31, 2021
Number of shares Number of shareholders %
Number of shares %
1-500 1 863 70.5% 296 215 4.3%
501-1000 367 13 . 9 % 294 017 4.3%
1 001-10 000 357 13.5% 955 583 13.8%
10 001-100 000 44 1.7% 1 016 047 14.7%
100 001- 10 0.4% 4 345 766 62.9%
Total
2 641 100.0% 6 907 628 100.0%
Wulff Annual Report 2021 57
INFORMATION FOR SHAREHOLDERS
ANNUAL GENERAL MEETING
2022
Wulff Group Plc’s Annual General Meet-
ing will be held on April, 8 2022 at 12.00
noon. The meeting is held by way of excep-
tion without the presence of shareholders
or their representatives in the Wulff house at
Kilonkartanontie 3, Espoo.
The company's shareholders and their
representatives may attend the meeting
and exercise their shareholder rights only
by voting in advance and by submitting
counter-proposals and questions in ad-
vance. The list of participants in the Annual
General Meeting and the results of voting
are determined solely on the basis of
advance voting. Instructions for participating
in the Annual General Meeting, submitting
counter-proposals and submitting questions
and voting in advance to shareholders have
been published by invitation to the Annual
General Meeting and are available on the
company's website https://www.wulff.fi/
en/investors/board-and-corporate-gov-
ernance/annual-general-meeting/.
A shareholder who is registered in the
company's shareholder register maintained
by Euroclear Finland Ltd on Tuesday, March
29, 2022 has the right to participate in
the Annual General Meeting by voting in
advance. Advance voting will begin on
March 17, 2022 at 9:00 am, when the
deadline for submitting counter-proposals
for voting has expired and the company
has published any counter-proposals for
voting on the company's website. A share-
holder entered in the company's share-
holder register who wishes to participate in
the Annual General Meeting must vote in
advance no later than Wednesday, April 6,
2022 at 10:00 am, by which time the votes
must be received.
The holder of nominee-registered shares
has the right to participate in the Annual
General Meeting by voting in advance on
the basis of the shares on the basis of which
he or she would be entered in the share-
holder register maintained by Euroclear
Finland Ltd on the record date of the Annual
General Meeting on March 29, 2022.
Participation also requires that the share-
holder be temporarily entered in the share-
holder register maintained by Euroclear
Finland Ltd on the basis of these shares no
later than April 5, 2022 at 10.00.
The owner of a nominee-registered share is
advised to request the necessary instruc-
tions from his / her custodian in good time
regarding temporary registration in the
shareholder register, issuance of proxies
and registration for the Annual General
Meeting. The custodian's account manager
must notify the owner of the nominee-reg-
istered share to be temporarily entered in
the company's shareholder register by the
above-mentioned date at the latest and
take care of voting on behalf of the nomi-
nee-registered shareholder.
DIVIDEND FOR 2021
The Board of Directors of Wulff Group Plc
proposes to the Annual General Meeting
that a dividend of EUR 0.13 per share in total
shall be paid for the financial year 2021 in
two instalments equal in amount. The intial
instalment of the dividend approved by the
Annual General Meeting will be paid on
April 21, 2022, to shareholders who have
been registered in the Company’s sharehold-
er list maintained by Euroclear Finland Ltd
on the record date of the dividend payment,
April 12, 2022. The second instalment will be
paid on October 21, 2022, to shareholders
who have been registered in the Company’s
shareholder list maintained by Euroclear
Finland Ltd on the record date of the dividend
payment, October 12, 2022.
FINANCIAL REPORTING 2022
Wulff Group Plc will release the following
financial reports in 2022:
Interim Report, January-March 2022
Monday April 25, 2022
Half-Year Report, January-June 2022
Monday July 25, 2022
Interim Report, January-September 2022
Monday October 24, 2022
Wulff Group Plc’s financial reports are
published in Finnish and English and they
are also available at www.wulff.fi/en. To
receive Wulff Group Plc’s interim reports
and releases by email, shareholders can
join the company’s email distribution list by
sending a request by email to investors@
wulff.fi.
CONTACT INFORMATION FOR
ORDERING THE ANNUAL REPORT
Wulff Group Plc
Kilonkartanontie 3, FI-02610
Espoo, Finland
tel: +358 300 870 414
email: [email protected]
The Annual Report is published as a PDF
document in Finnish and English. It can be
viewed at the Group’s website at
www.wulff.fi/en.
CONTACT PERSON FOR INVESTOR
RELATION
Group CEO
Elina Pienimäki
Kilonkartanontie 3
FI-02610 Espoo, Finland
tel: +358 300 870 414
mobile: +358 40 647 1444
email: [email protected]
58 Wulff Annual Report 2021
CONSOLIDATED FINANCIAL STATEMENT, IFRS
Wulff Annual Report 2021 59
CONSOLIDATED INCOME STATEMENT, IFRS
EUR 1000 Note Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020
Net sales 2, 4 90 424 57 541
Other operating income 5 5 133 668
Materials and services 6 -61 739 -36 793
Employee benefit expenses 7 -16 354 -11 594
Other operating expenses 8 -8 336 -4 618
Earnings before depreciation (EBITDA)
Depreciation and amortization 9 -2 188 -1 664
Operating profit (EBIT)
Financial income 10 53 72
Financial expenses 10 -441 -512
Profit before taxes
Income taxes 11 -446 -558
Net profit/loss for the period 6 106 2 543
Attributable to:
Equity holders of the parent company 5 896 2 174
Non-controlling interests 210 369
Earnings per share for profit attributable to the equity holders of the parent
company:
Earnings per share, EUR (diluted = non-diluted) 12 0,87 0,32
EUR 1000 Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020
Net profit/loss for the period 6 106 2 543
Other comprehensive income which may be reclassified to profit or
loss subsequently (net of tax)
Change in translation differences 1 181
Total other comprehensive income 1 181
Total comprehensive income for the period
Total comprehensive income attributable to:
Equity holders of the parent company 5 927 2 333
Non-controlling interests 179 390
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS
60 Wulff Annual Report 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS
EUR 1000 Note Dec 31, 2021 Dec 31, 2020
ASSETS
Non-current assets
Goodwill 13, 15 8 160 8 194
Intangible assets 13 1 241 689
Property, plant and equipment 13 9 994 8 051
Non-current financial assets
Long-term receivables from others 133 48
Available-for-sale investments 61 57
Deferred tax assets 11 1 058 1 081
Total non-current assets
Current assets
Inventories 16 13 391 8 687
Short-term receivables
Loan receivables from others 15 17
Trade receivables from others 17 15 374 6 209
Other receivables 17 358 328
Accrued income and expenses 17 1 464 1 512
Cash and cash equivalents 18 797 480
Total current assets
TOTAL ASSETS 52 045 35 353
EUR 1000 Note Dec 31, 2021 Dec 31, 2020
EQUITY AND LIABILITIES
Equity
Equity attributable to the equity holders of the parent company:
Share capital 2 650 2 650
Share premium fund 7 662 7 662
Invested unrestricted equity fund 6 76 6 76
Retained earnings 7 524 2 529
Equity attributable to the equity holders of the parent company
Non-controlling interests 830 74 2
Total equity
19, 20
Non-current liabilities
Interest-bearing liabilities 21 8 839 4 514
Leasing liabilities 21 927 683
Non-interest-bearing liabilities 23 225 4 21
Deferred tax liabilities 11 17 6 181
Total non-current liabilities
Current liabilities
Interest-bearing liabilities 21 2 166 2 888
Leasing liabilities 21 886 5 81
Trade payables 23 9 646 4 995
Advance payments 23 1 228 1 349
Other liabilities 23 2 972 1 799
Accrued income and expenses 23 5 638 3 681
Total current liabilities
TOTAL EQUITY AND LIABILITIES 52 045 35 353
Wulff Annual Report 2021 61
CONSOLIDATED CASH FLOW STATEMENT, IFRS
EUR 1000 Note Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020
Cash flow from operating activities:
Cash received from sales 89 518 57 747
Cash received from other operating income 5 81 279
Cash paid for operating expenses -84 744 -54 907
Cash flow from operating activities before financial items and income taxes
Interest paid -29 1 - 181
Interest received 18 16
Income taxes paid -1 09 - 171
Cash flow from operating activities
Cash flow from investing activities:
Investments in intangible and tangible assets -1 388 - 719
Acquisition of subsidiary company shares -4 812 -216
Proceeds from sales of intangible and tangible assets 72 12 5
Cash flow from investing activities
-6 128 -81 0
Cash flow from financing activities:
Dividends paid 20 -993 -7 44
Purchase of own shares 19 - -1 00
Changes in the shares of minority shareholders 3 -54 -
Repayments of lease liabilities -1 133 -833
Withdrawals and repayments of short-term loans -2 033 343
Withdrawals of long-term loans 6 800 -
Repayments of long-term loans -1 165 -45 1
Cash flow from financing activities 1 421 -1 785
Change in cash and cash equivalents 267 18 8
Cash and cash equivalents at the beginning of the period 480 34 8
Translation difference of cash 50 -57
Cash and cash equivalents at the end of the period 18 797 480
62 Wulff Annual Report 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY, IFRS
Equity attributable to equity holders of the parent company
EUR 1000
Note Share capital
Share-
premium fund
Fund for invested
non-restricted equity
Treasury
shares
Translation
differences
Retained
earnings
Total
Non-controlling
interest
TOTAL
Equity on Jan 1, 2021 2 650 7 662 6 76 -360 -443 3 332 13 518 74 2 14 260
Net profit/loss for the period
Other comprehensive income*:
Change in translation differences 32 32 - 31 1
Comprehensive income *
Transactions with the shareholders:
Dividends paid - 812 - 8 12 -1 80 -99 3
Transfer of own shares 17 6 23 23
Changes in ownership -1 44 -1 44 90 -54
Transactions with the shareholders total
Equity on Dec 31, 2021
19 2 650 7 662 6 76 -3 43 - 4 11 8 277 830 19 343
Equity on Jan 1, 2020 2 650 7 662 6 76 -2 60 -60 1 1 902 12 029 350 12 380
Net profit/loss for the period
Other comprehensive income*:
Change in translation differences 15 9 15 9 22 181
Comprehensive income *
Transactions with the shareholders:
Dividends paid -7 44 -7 44 -7 44
Purchase of own shares -1 00 -1 00 -1 00
Transactions with the shareholders total
-1 00 -7 44 -844 -8 44
Equity on Dec 31, 2020
19 2 650 7 662 6 76 -360 -443 3 332 13 518 74 2 14 260
* with tax impact included
Wulff Annual Report 2021 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
64 Wulff Annual Report 2021
1. ACCOUNTING PRINCIPLES
GENERAL INFORMATION ABOUT
THE GROUP
The Group’s parent company, Wulff Group
established in accordance with Finnish law.
It is domiciled in Helsinki and the address of
its headquarters is Kilonkartanontie 3, 02610
financial statements are available at the
above address.
The Group consists of the parent company
Wulff Group Plc and its 18 subsidiaries in
Finland, Sweden, Norway and Denmark.
Contract Customers concept and the Exper-
tise Sales concept, enable Wulff to serve its
various-sized customers in different industries
professionally and comprehensively. The Con-
tract Customers concept eases the customers’
regular office supply purchases. The Expertise
Sales concept serves especially small and
mid-sized companies with a personal ap-
proach. The Group is managed based on the
operating segments of these different service
concepts, the Contract Customers segment
and the Expertise Sales segment, which have
been described in more detail in Note 2 Seg-
ment information.
The Board of Directors of Wulff Group Plc
has approved these financial statements
for publication at its meeting on March
10, 2022. According to the Finnish Limited
Liability Companies Act, the shareholders at
the general meeting held after the publication
may approve or reject the financial statements
or decide on amendments to be made to the
financial statements.
BASIS OF PREPARATION
These consolidated financial statements have
been prepared in compliance with the Inter-
national Financial Reporting Standards (IFRS)
including the IAS and IFRS standards as well
as the SIC and IFRIC interpretations in effect
on December 31, 2021. The term ‘IFRS stand-
ards’ refers to standards and interpretations
which are approved and adopted by the
European Union (regulation EY 1606/2002)
and thus are in force in the Finnish legislation.
The Group has not adopted any new, revised
or amended standards or interpretations that
are not yet effective. The notes to the consol-
idated financial statements also comply with
the Finnish accounting and corporate legisla-
tion, which supplement the IFRS regulations.
In compliance with the IFRS standards, the
consolidated financial statements are based
on historical cost except for available-for-sale
financial assets, financial assets recognised
at fair value through profit and loss as well as
share-based transactions to be settled in cash
and measured at fair value. Equity-settled
share-based payments (share rewards) have
also been measured at fair value at the grant
date.
The IFRS standards require the management
to make estimates and judgements when pre-
paring the consolidated financial statements.
Although these estimates and judgements are
based on the management’s best knowledge
when preparing the financial statements, the
final outcome may differ from the estimated
values presented in the financial statements.
Information about the assessments and
judgments that the management have made
and that are most critical to the figures in the
financial statements are presented under
Critical accounting estimates and key sources
of estimation uncertainty.
The Group complies with the Guidelines on
Alternative Performance Measures (APM)
issued by the European Securities and Mar-
kets Authority (ESMA) in its statutory reporting.
These alternative performance measures,
such as the comparable operating profit and
comparable EBITDA, are used to present
the underlying business performance and to
enhance comparability between financial
periods. The comparable operating profit and
comparable EBITDA do not include items af-
fecting comparability. These are items that are
not included in normal business activities, like
profits from sales of subsidiaries, and non-re-
curring costs from implementation of business
acquisitions, such as the acquisition of Wulff
Solutions on May 3, 2021,write-downs of
goodwill, and significant one-time expenses.
The Alternative Performance Measures should
not be taken as substitutes for the standards
presented in the Generally Accepted Ac-
counting Principles for IFRS.
All figures are presented as thousands of
euros and have been rounded to the nearest
thousand euros. Therefore the total sums do
not necessarily fully reconcile to the sum of
individual figures.
ADOPTION OF NEW AND UPDATED
IFRS STANDARDS
The consolidated financial statements have
been prepared in accordance with the pre-
vious years’ accounting standards, adopting
also the new and updated IFRS standards
and interpretations that have come into effect
as of January 1, 2021.
Wulff Group has not yet adopted the new
and amended standards and interpretations
already issued by the IASB. The Group will
adopt them as of the effective date or, if the
date is other than the first day of the financial
year, from the beginning of the subsequent
financial year.
According to the management’s assessment
amended standards and interpretations that
come into force on 1.1.2022 do not have a
significant effect on the consolidated financial
statements.
CONSOLIDATION PRINCIPLES
The consolidated financial statements include
the parent company Wulff Group Plc and all
its subsidiaries. Subsidiaries are companies in
which the Group has control. The Group con-
trols an entity when the Group is exposed to, or
has rights to, variable returns from its involve-
ment with the entity and has the ability to affect
Wulff Annual Report 2021 65
those returns through its power over the entity.
The subsidiaries are consolidated from the date
the Group gains control until the Group loses
control in them. The subsidiaries have the same
financial period as the parent company.
Intra-Group holdings have been eliminated
using the acquisition cost method, according to
which the acquisition cost as well as the assets
and liabilities of the subsidiary are measured at
fair value at the acquisition date. If the acqui-
sition cost, the non-controlling interests and the
previously owned share in total exceed the fair
value of the net assets acquired, the excess is
recognized as goodwill which is not amortized
but tested for impairment at least annually. If the
goodwill is negative, it is recognized directly
through income statement. Acquisition trans-
action costs are expensed when incurred and
they are not included in goodwill.
The non-controlling interests i.e. the minority
shares in a subsidiary acquired are measured
at either fair value or at the amount corre-
sponding to the minority shareholders’ pro-
portional share of the net assets acquired. The
valuation choice is made separately for each
acquisition. When the Group acquires shares
from the minority shareholders, the difference
between the acquisition cost and the book
value of the share of the net assets acquired is
recognized directly to equity and the goodwill
does not change anymore after the original
acquisition of controlling majority. Also the
gains and losses from the sale of shares to
minority shareholders are recognized directly
in equity. The losses incurred are allocated also
to the minority shareholders, even if this would
lead to a negative share. The Group’s equity
and earnings attributable to the non-controlling
interests are presented separately. Changes in
ownership of subsidiaries, which do not lead
to loss of control, are recognised as equity
transactions.
All intra-Group business transactions, internal
receivables and liabilities, internal margins
for inventories and fixed assets, as well as
internal profit distribution have been eliminat-
ed when preparing the consolidated financial
statements.
The Group does not have associated compa-
nies or joint ventures.
FOREIGN CURRENCY ITEMS
Items in each group company’s financial
statements are measured using the currency of
that company’s country (“functional curren-
cy”). The consolidated financial statements
are presented in euro, which is the Company’s
functional and reporting currency.
Foreign currency transactions are translated
into functional currency using the exchange
rates prevailing on the dates of the transac-
tions. Monetary assets and liabilities denom-
inated in foreign currencies are retranslated
into functional currency using the exchange
rates prevailing at the balance sheet date.
Non-monetary items denominated in foreign
currency, measured at fair value, are translat-
ed using the exchange rates at the date when
the fair value was determined.
Foreign exchange gains and losses from
operating business transactions are recorded
in the appropriate, corresponding income
statement accounts included in operating
profit. Also foreign exchange gains and losses
arising from the translation of foreign-curren-
cy-denominated trade receivables and trade
payables are recorded in the related income
statement accounts included in operating
profit. Foreign exchange gains and losses
from the translation of foreign-currency-de-
nominated loan receivables and liabilities as
well as monetary assets are recognized in
financial income and expenses. Exchange
differences arising on a monetary item that
forms a part of a net investment in a foreign
operation are recognized in the statement
of other comprehensive income and finally
on the disposal of the net investment they are
recognized in the income statement.
Income statements of foreign subsidiaries,
whose functional and reporting currency is not
euro, are translated into euro using the month-
ly average exchange rates. Their balance
sheets are translated using the exchange rates
of balance sheet date. The translation differ-
ences arising from the translation of income
statements and balance sheets as well as from
the elimination of internal ownership and the
exchange differences resulting from translating
equity incurred after the date of acquisition
are recognized in the statement of other
comprehensive income and the cumulative
translation differences are presented in equity.
On the disposal of a subsidiary functioning
in foreign currency, that entity’s cumulative
translation difference is recognized in the
income statement as part of the gain or loss
on the sale.
Any goodwill arising from the acquisition of a
foreign company and any fair value adjust-
ments to the carrying amounts of assets and
liabilities arising on the acquisition are treated
as assets and liabilities of the foreign subsidi-
ary and retranslated using the exchange rate
of balance sheet date.
REVENUE RECOGNITION
Wulff Group companies sell workplace prod-
ucts and services, international exhibition and
event services, and financial management
services. The product and service portfolio
is presented in more detail in notes to the
accounts number 2. Segment information.
Revenue is recognised when parties have
accepted customer contracts either in written
or orally or in other customary manner (e.g.
shopping at a brick-and-mortar store) when
a distinct product and/or services has been
handed over and the customer has obtained
control over the products and services.
Net sales comprise of consideration re-
ceived less indirect sales taxes, discounts
and exchange rate differences arising from
sales denominated in foreign currency. The
monetary value of the revenue recognition is
based on the value of the delivered products
and services by the time of reporting. The net
sales from customer contracts do not change
retrospectively. Invoicing is done normally at
time of delivery of the products and services.
Exhibition services invoicing is mostly done
in advance to service delivery and is based
on in advance paid supplier invoices born
from building the exhibition premises. The
customer contracts do not have any significant
financing components. The consolidated net
sales do not include intra-group transactions.
Incremental costs of obtaining a contract are
activated in intangible assets and expensed
over the customer contract period.
Wulff recognises the incremental costs of
obtaining a contract in other intangible assets
when the company has acquired a customer
contract exceeding twelve months in time and
the company expects to recover the costs.
Incremental costs of obtaining a contract are
costs, which incure to the company in acquir-
ing the customer contract, which would have
not incured, if the customer contract was not
acquired. The incremental costs of obtaining a
contract are expensed over the contract pe-
riod, normally over three years time. The costs
of obtaining a contract, which would indured
whether the contract was acquired or not, are
expensed in the profit and loss statement. The
costs of fulfilling the customer contracts are
recognized according to the IAS 2 Inventories
-standard.
The revenue of exhibition services offered by
Wulff Entre Ltd are recognized at the time of
exhibitions according to the IFRS 15 Revenue
66 Wulff Annual Report 2021
from Contracts with Customers -standard.
Delivered exhibition services’ uninvoiced sales
and unpaid costs are estimated and reconsid-
ered regularly according to the customer and
supplier contracts and possible changes in
estimates are recognised when the changed
circumstances have come to the attention of
the management.
The products Wulff sells are typically covered
by the vendors’ guarantee and a guarantee
over manufacturing defects, which normally
is one year. The guarantee does not cover
maluse or anti-instruction use or damages
which are born from normal use of the prod-
uct or misuse of the product.
Rental income arising from operating leases
is recognized on a straight-line basis over
the lease terms. Royalty income is recorded
according to the contents of the agreement.
Dividend income is recognized when the
company is entitled to receive the dividends.
GOODWILL AND OTHER
INTANGIBLE ASSETS
Goodwill represents the excess of the acquisi-
tion cost, the non-controlling interests and the
previously owned share in total over the fair
value of the Group’s share of the net identifia-
ble assets of a subsidiary acquired. Goodwill
is allocated to those cash-generating units
that are expected to benefit from the syner-
gies arising from the business combination.
Goodwill is not systematically amortized but
it is tested annually for possible impairment.
Goodwill is measured at the original value
less impairment which is not cancelled later.
Intangible assets include customer relation-
ships, copyrights, licenses, software rights and
webstore project costs. An intangible asset
is recognized in the balance sheet only if it
is probable that the future economic benefits
attributable to the asset will flow to the Group,
and the cost of the asset can be measured
reliably. Intangible assets are stated at cost,
amortized on a straight-line basis over the
expected useful lives and adjusted for any
impairment charges. Government grants
related to the acquisition of an intangible
asset are deducted from the acquisition cost
of the asset. Intangible assets acquired in a
business combination are measured at the
acquisition date’s fair value. Expected useful
lives of intangible assets are reviewed at each
balance sheet date and depreciation periods
are changed, if necessary. So far, the Group
does not have intangible assets with indefinite
economic lifetime.
TANGIBLE ASSETS
Tangible assets are stated at historical cost,
depreciated on a straight-line basis over the
expected useful life and adjusted for any
impairment charges. Tangible assets acquired
in a business combination are valued at the
acquisition date’s fair value.
Expected useful lives of tangible assets are
reviewed at each balance sheet date and, if
they differ significantly from previous estimates,
the depreciation times are changed accord-
ingly. Land is not depreciated as it is deemed
to have an indefinite life.
Ordinary maintenance and repair costs are
expensed as incurred.
Gains and losses on sales and disposals are
determined as the difference between the
proceeds received and the carrying amount.
Those gains and losses are included in other
operating income and expenses in the income
statement. Possible group-internal margins
from asset transfers are eliminated in the con-
solidation process.
Depreciations are discontinued when the
tangible asset is classified as being held-
for-sale in accordance with standard IFRS
5 Non-Current Assets Held-for-sale and
Discontinued Operations.
IMPAIRMENT
The carrying amounts of tangible and intan-
gible assets are reviewed at each balance
sheet date to determine whether there are
any indications of impairment. If indications
exist, the recoverable amount of the asset is
estimated. Indications of potential need for
impairment may be for example changes in
market conditions and sales prices, decisions
on significant restructurings or changes in
profitability. Goodwill, intangible assets with
indefinite useful lives and intangible assets
under construction are in all cases tested
annually. For the purposes of assessing
impairment, assets are grouped at the lowest
cash-generating-unit level for which there are
separately identifiable, mainly independent
cash flows.
An impairment loss is recognised if the
carrying amount of an asset exceeds its
recoverable value. An impairment loss is the
amount by which the carrying amount of the
assets exceeds the recoverable amount. The
recoverable amount is the asset’s value-in-
use determined by discounted future net
cash flows expected to be generated by the
asset. Discount rate used is a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the as-
set. Impairment loss is immediately recognized
in the income statement. An impairment loss
attributable to a cash-generating unit is de-
ducted first from the goodwill allocated to the
cash-generating unit, and thereafter equally
from the unit’s other assets. In connection with
the impairment loss recognition, the asset’s
useful life is reassessed for the depreciations.
A previously recognized impairment loss is
reversed if there has been a change in the es-
timates determining the recoverable amount.
However, the reversal of the impairment must
not lead to a value higher than the carrying
amount determined without any impairment
loss in prior years. Goodwill impairment losses
are not reversed.
BORROWING COSTS
Borrowing costs are capitalized as part of the
cost of the qualifying asset acquired or con-
structed. So far, the Group has not capitalized
borrowing costs as part of the cost of the asset
because the IFRS requirements have not been
met. Other borrowing costs are expensed
when incurred.
LEASES
The IFRS 16 Lease Agreements -standard
has been applied since Jan 1, 2019. The
condensed consolidated financial statement
include lease expenses especially from rented
premises, cars, and appliances. The lessee
recognises lease agreements as right-of-use as-
sets in the balance sheet’s tangible assets when
it has got a right of possession in exchange
for payments and correspondingly as lease
agreement liabilities of the remaining lease
agreement liabilities’ net present value. The
lease agreement expenses are presented in
the income statement as straight-line based
depreciations over the lease agreement
period and as financial expenses according
to the lease agreements discount rate. The
lease agreement liability is valued at the
net present value by discounting the liability
using the management’s estimate of the
interest rate of additional external financing
at the start of the lease agreement. The lease
payments are presented as cash flow from
financing activities in the cash flow statement.
The Group applies the exemption permitted
by the standard not to recognize short-term,
less than 12 month, leases or leases with
a low value of the underlying asset in the
Wulff Annual Report 2021 67
balance sheet. Short-term lease agreements
and low value lease items are presented
in the income statement as other operating
expenses over the leasing period. The right-
of-use assets were not subleased. The lease
agreements do not include any significant
variable lease expenses that haven’t been
taken into consideration in the valuation of
right-of-use assets. When the Group com-
pany acts as the lessor, the rental income is
recognized as other operating income in
the income statement on a straight-line basis
over the lease period. The Group's fixed
assets and changes during the financial year
are presented in Notes to the accounts 13.
and the maturity distribution of lease liabilities
in Note 21.
INVENTORIES
Inventories are valued at the lower of cost or
net realizable value. Cost is determined by the
FIFO (first-in, first-out) method or, alternatively,
the weighted average cost where it approxi-
mates FIFO. The valuation method is chosen in
each company based on the inventory type
and the IT possibilities. Net realizable value
is the estimated selling price in the ordinary
course of business, less the estimated, nec-
essary selling costs. The repurchase price is
the market price of the product after the initial
purchase.
EMPLOYEE BENEFITS
Pension Obligations
The statutory pension scheme of the Group’s
Finnish employees is arranged through
pension insurances, and that of the Group’s
employees abroad in compliance with the lo-
cal legislation and social security regulations
in each country. The costs incurred in these
schemes are expensed in the period that they
relate to. According to the IFRS standards, the
insurance company Alecta’s pension plan for
the Group’s Swedish employees is a defined
benefit plan, but because Alecta is unable
to provide detailed information, the plan is
treated as a defined contribution plan in the
consolidated financial statements.
Share-based Payments
The Group has applied IFRS 2 to the share-
based incentive scheme for the Group’s key
personnel. The Group had a share based
reward plan for the CEO in force, additional
information is presented in the Note 25.
INCOME TAXES
The Group’s income taxes consist of current
taxes based on the group companies’ profits,
the taxes related to previous years and the
changes in deferred taxes. Taxes related to
other comprehensive income are recognized
in the statement of other comprehensive in-
come. Current tax is calculated for the taxable
income with the tax rates enacted in each
country. The taxes are adjusted with previous
years’ tax impacts, if necessary.
Deferred taxes are measured with enact-
ed tax rates for all temporary differences
between book and tax values. Temporary
differences are recognized as a deferred tax
asset to the extent that is probable to utilize
against the future taxable profits. The Group
has not recognized a deferred tax liability
on the retained earnings of subsidiaries, as
the distribution of profits is under the Group's
control and is not probable in the near future.
Majority of the Group’s deferred tax assets
arise from confirmed tax losses and depreci-
ation differences in taxation and accounting.
Majority of the Group’s deferred tax losses
consist of depreciation differences and assets
recognized at fair value upon business com-
binations. Contents of the Group’s deferred
tax assets and liabilities are presented in
Note 11.
FINANCIAL ASSETS AND LIABILITIES
Financial assets are classified as financial
assets measured at fair value through profit
or loss, financial assets held-to-maturity, loans
and other receivables as well as availa-
ble-for-sale financial assets. The Group de-
termines the classification of its financial assets
upon the initial recognition and re-evaluates
this designation annually. Financial assets
include current and non-current assets and
they can be interest-bearing or non-inter-
est-bearing.
Financial assets recognized at fair value
through profit or loss include financial assets
held-for-trading and financial assets desig-
nated upon initial recognition as at fair value
through profit or loss (fair value option). Finan-
cial assets are classified as held-for-trading
if they are acquired for the purpose of selling
them in a short term. Financial assets classified
as held-for-trading are measured at fair value.
Unrealized and realized profits or losses
due to changes in fair value are recognized
in the income statement when incurred. This
category also includes investments in publicly
listed companies. The Group does not have
derivative financial instruments.
Financial assets with fixed or determinable
payments and fixed maturity are classified as
held-to-maturity when the Group has a posi-
tive intention and ability to hold the instrument
until maturity.
TANGIBLE ASSETS
The expected useful lives are:
Buildings 20 years; straight-line or 4-7%
reducing-balance method
Machinery and equipment 3–8 years; straight-line
Cars and vehicles 5 years; straight-line
Other tangible assets 5–10 years; straight-line
Tangible assets under construction no depreciations; impairment testing
GOODWILL AND OTHER INTANGIBLE ASSETS
The expected useful lives are:
Goodwill no depreciations; impairment testing
IT software 3–7 years; straight-line
Customer relationships 3–5 years; straight-line
Other intangible assets 3–5 years; straight-line
Intangible assets under construction no depreciations; impairment testing
68 Wulff Annual Report 2021
Loan receivables, trade receivables and other
receivables are non-derivative financial assets
with fixed or determinable payments that are
not quoted in an active market. Their maturity
determines whether they are recognized
in current or non-current assets. Gains and
losses are recognized in the income statement
when the loans and other receivables are
derecognized and impaired. Loan receiva-
bles, trade receivables and other receivables
are carried at their anticipated realizable
value, which is the original invoicing amount
less possible credit amounts and estimated
valuation allowances. A bad debt allowance
is made for loan and trade receivables when
there is objective evidence that the Group will
not be able to collect all amounts according
to the original terms of the receivables. A bad
debt allowance may be recognized due
to e.g. trade receivables falling significantly
overdue, unsuccessful collecting attempts
or the customer’s known financial difficulties
with an increased probability of customer
insolvency. The assessment and decision for
recognizing bad debt allowances is made lo-
cally in each business unit on a case-by-case
basis. Uncertain receivables are assessed as
frequently as necessary. Bad debt recognition
is based on objective assessment and the
recognition is reversed later if it proves unnec-
essary. Trade receivables’ impairment losses
are booked in other operating expenses
and loan receivables’ impairment losses are
booked in other finance expenses. The bad-
debt provision is accounted from the first date
of recognising sales receivables according
to the estimate of the expected credit losses.
The estimate of the bad-debt provision is
based on simplified approach according to
the IFRS 15 on the share of expected credit
losses based on the amount of sales receiv-
ables, credit losses accounted for historically
and expectations of the development of the
economic environment.
Other financial assets are classified as
available-for-sale financial instruments. Upon
the initial recognition, available-for-sale
financial assets are measured at fair value by
using quota market rates and market prices,
discounted cash flow analyses and other ap-
propriate valuation models. Available-for-sale
financial assets include investments presented
in Wulff Group’s non-current assets and they
consist of both publicly listed and non-listed
shares. Publicly listed shares are measured
at fair value. The unlisted shares for which
fair values cannot be measured reliably are
recognized at cost less impairment. The fair
value changes of available-for-sale financial
assets, net of tax, are recognized as other
comprehensive income. Changes in fair
value are transferred from the statement of
other comprehensive income to the income
statement when the instrument is sold or its
value has decreased so that an impairment
loss has to be recognized. Purchases and
sales of available-for-sale financial assets are
recognized on the trade date.
The Group’s cash and cash equivalents
comprise cash in hand, bank deposits held at
call and other highly liquid investments. Bank
overdrafts of those bank accounts included
in the Group’s consolidated bank account
facility are netted against those other Group
companies’ bank account amounts because
the Group has a contractual legal right to net
those financial assets with each other.
Financial liabilities include current and
non-current liabilities and they can be inter-
est-bearing or non-interest-bearing. Financial
liabilities are initially recognized at the fair val-
ue of the consideration received plus directly
attributable transactions costs. After the initial
recognition, they are subsequently measured
at amortized cost using the effective interest
method. Gains and losses are recognized
in the income statement when the liabilities
are derecognized, impaired and through the
amortization process. Contingent considera-
tions for business combinations are valued at
fair value at the end of every reporting period
and classified as non-interest-bearing finan-
cial liabilities. The changes in the fair value of
contingent considerations are recognized in
the profit and loss statement. The contingent
consideration of business combination is
discounted using the Group’s interest rate of
additional external financing.
PROVISIONS
Provisions are recognized in the balance
sheet when the Group has a legal or
constructive obligation as a result of a past
event, and it is probable that an outflow of
economic benefits will be required to settle
the obligation or an economic loss will be
evident and the amount of the obligation can
be estimated reliably. If the Group expects
some or all of the provision to be reimbursed
by a third party, the reimbursement is recog-
nized as a separate asset but only when the
reimbursement is practically certain. Provisions
are valued at the net present value of the
expenses required to cover the obligation.
EQUITY AND DIVIDEND
DISTRIBUTION
The contents of the Group’s equity is described
in Note 19.
On the acquisition date, the acquisition cost
of the repurchased shares of Wulff Group Plc
is recognized as a deduction in the consoli-
dated equity in the fund ‘Treasury Shares’. The
acquisition, disposal and expenses related to
treasury shares are presented in the Statement
of Changes in Equity. There were no share-
based incentive schemes in the Group in
2020. On February 22, 2021 a decision was
made on an incentive scheme for the CEO,
more information is presented in Note 25
Related Party Information.
The dividend proposed by the Board of
Directors is deducted from the distributable
equity only after approval by the Share-
holders’ Annual General Meeting. Dividend
distribution is described in Note 20.
OPERATING PROFIT
IFRS standards do not define the concept
of operating profit. The Group has defined
it as a net sum of net sales added with other
operating income less purchase expenses
adjusted with inventory change and deduct-
ed by employee benefits, other operating
expenses as well as amortizations, depre-
ciations and impairment. Other items of the
income statement are presented below the
operating profit.
STATEMENT OF CASH FLOW
Cash and cash equivalents presented in the
cash flow statement comprise cash in hand,
bank deposits held at call and other short-
term highly liquid investments with original ma-
turities of three months or less. Cash generated
from operating activities has been reported
using the direct method, as recommended by
IFRS standards. All income taxes paid during
the financial year are presented in net cash
generated from operating activities, unless
they can be particularly allocated to investing
or financing cash flows.
KEY FIGURES
Based on IFRS standards, the earnings per
share (EPS, Earnings per share) is calculat-
ed by dividing the net profit attributable to
the parent company shareholders by the
weighted average number of shares during
the period. The total average number of
shares is deducted by the average number
of reacquired own shares because the EPS is
Wulff Annual Report 2021 69
determined for the outstanding shares. Wulff
Group did not have share options in 2021
and thus the Group’s undiluted EPS and dilut-
ed EPS are the same. The calculation formulas
of key figures are presented along the key
figures in Group notes.
GOING CONCERN
The consolidated financial statements are
based on the assumption of going concern.
The Group’s equity ratio and financial status
are good. The Group’s profitability is on an
adequate level for going concern. Wulff’s
clientele is broad and in different markets in
Northern Europe which diminishes the Group’s
risks partly. The Group’s effective risk manage-
ment also ensures the Group’s ability of going
concern.
CRITICAL ACCOUNTING ESTIMATES
AND MANAGEMENT JUDGMENTS
The IFRS principles require the management
to make estimates and assumptions when
preparing financial statements. Although these
estimates and assumptions are based on the
management’s best knowledge of today, the
final outcome may differ from the estimated
values presented in the financial statements.
The changes in estimates affect the income
and expenses for the financial period as
well as the values of assets and liabilities in
the balance sheet. Estimates and judgments
are needed also for applying the Group’s
accounting policies.
Management’s estimates and assumptions
are based on historical experience and plau-
sible future scenarios which are evaluated
constantly. Possible changes in estimates and
assumptions are recognized in the accounting
period during which estimates and assump-
tions were revised, and in all subsequent
accounting periods.
The key assumptions concerning the future and
other key sources of estimation uncertainty at
the balance sheet date, that have significant risk
of causing material adjustments to the carrying
amounts of assets and liabilities within the next
accounting period, are related to the valuation
of the Group’s assets (inventories, receivables),
goodwill impairment testing (future cash flow
estimates, discount rates) and recognition of
deferred taxes (the probability of utilizing tax
losses).
COVID PANDEMIC EFFECTS
Information on the effects of the pandemic on
the company, operational risks, management's
assessment and measures taken are present-
ed below.
Sales and trade receivables
Changes in the operational risks of the
business followed fluctuations in the progress
of the pandemic. The gathering and traveling
restrictions changed during the reporting
period; as a whole the amount of remote
work remained significantly more common
than before the pandemic. International
exhibitions were held part of the reporting
period, when exhibitions at the beginning of
the year moved into the middle of the year
and exhibitions from the end of the year
was postponed to the future. Demand for
traditional workplace and printing products
remained lower than before the pandemic,
while a wider range of hygiene, protection
and cleaning products solified its position
in customer needs. The company has many
long-term customer relationships and a large
customer base, which brings stability in a
situation where the effects of a pandemic are
of varying significance in different industries.
The company managed to keep its brick-and-
mortar stores open. The pandemic was not
expected to affect sales revenue recognition
principles or the risk of revenue security, as
revenue and revenue from products and
services are based on a verifiable delivery of
the product and service. The risk of impairment
of trade receivables was considered to have
remained unchanged compared to the year
of the Covid pandemic in 2020. The credit
loss provision model is based on actual credit
losses, the age distribution of trade receiv-
ables and expected credit losses on trade
receivables at the reporting date. Manage-
ment paid particular attention to the impact
of the pandemic on various industries and to
the development of individual customers and
the need to record credit losses and credit
loss provisions. As a result, in the financial year
2020, the loan loss provision was increased
by EUR 0.2 million.
Business continuity and goodwill
The financial statements have been prepared
in accordance with the going concern princi-
ple as the business continues to change in the
circumstances and taking into account events
known at the date of approval of the financial
statements.
The pandemic had the most significant
impact on the business of Wulff Entre, which
organizes international exhibitions and events.
According to customers and the company,
the need for face-to-face meetings and
presenting sales and service solutions has
not disappeared. There is a demand for
international exhibitions where assembly and
travel restrictions allow. At the same time, the
change in the operating environment provides
an opportunity to act as an innovator in the
industry, and in 2021 Wulff Entre continued
to develop new, more responsible remote ex-
hibition and meeting services. The cash flows
used in the impairment testing of Wulff Entre's
goodwill (EUR 1.7 million) were based on the
2022 budget.
If international exhibitions are not held in
2022, especially on the second half, the com-
pany's management will be able to adjust op-
erations accordingly so that there is no need
for writedowns even after a loss-making year.
Wulff Entre received a total of EUR 0.4 million
(0.3) in state cost support for its business in
2021. Subsidies received have not been used
as future cash flows in goodwill impairment
testing. Goodwill impairment testing is the
most sensitive to changes in EBITDA and the
determination of the discount rate.
In Wulff Entre's goodwill impairment testing
calculation, the five-year forecast period in-
cludes the budget year and the following four
forecast years, for which a moderate annual
growth of approximately 2% is forecast.
After this five-year estimate period, the so-
called eternity value is based on 0.5% points
growth assumption. A decrease in average
EBITDA of more than 8.5 percentage points
would result in an impairment charge.
The weighted cost of capital (WACC) struc-
ture, which describes the Group's total cost of
equity and liabilities, taking into account their
different return requirements and the specific
risks associated with different assets, has
been used to determine the discount rate. The
discount rate is based on data provided by
an external independent party to the balance
sheets and financial statements of the market
control group.
Management expects that the internation-
al exhibitions are going to be executed in
2022, especially during the second half.
The company's new Exhibition on Demand
and My Remote Studio services also have
an important role in the new normal. In the
Exhibition on Demand service concept, a
trade event-like environment is built for the
customer in their own premises. The encoun-
ter and the presentation of products and
services can be handled in an experiential,
high-quality and virtually safe presence. My
Remote Studio enables meetings, webinars,
workshops, presentations and trainings to be
carried out experientially and in good quality
as a self-service, from your own studio. The
70 Wulff Annual Report 2021
new services have been well received by
customers.
Purchases and inventories
The purchase prices of the products changed
rapidly as the pandemic progressed, when
demand for products associated with the sart
of the pandemic stabilized globally. Man-
agement closely monitored the development
of market prices and paid special attention
to the valuation of inventories in accordance
with the lowest value principle. Particular
attention was also paid to the appreciation of
slow-moving products. According to the com-
pany’s management, some customer-specific
and other identified products are subject to a
higher risk of overvaluation due to a slower
turnover, which resulted in an increase in the
write-down provision for inventories by EUR
0.2 million (0.4) in the financial year 2021.
Distribution of profits
The Board of Directors suggest to the Annual
General Meeting of April, 23 that no divi-
dend is distributed from financial year 2019.
Wulff Group Plc’s Annual General Meeting
held on April 23, 2020 decided to authorize
the Board of Directors to decide according
to their own consideration on a dividend
distribution of a maximum of EUR 0.11 for the
financial year 2019. The Board of Directors
decided to use the authorization in October
2020 when the business and liquidity were
stable. The pandemic did not affect the distri-
bution of profits in 2021.
IMPACT OF THE ACQUISITION
Personnel
Personnel is essential to the company and the
cost of employee benefits is a significant item
in the company's cost structure. In Finland,
the Contract Customers organization was
reorganized by merging the sales, adminis-
tration and support functions of Wulff Oy Ab
and Wulff Solutions Oy, which was acquired
to the group on May 3, 2021. The goal of the
reorganization is to provide the best customer
experience in the industry with a cost-effective
operating model. Alongside the implementa-
tion of organizational changes, the strategy
and operations will be developed to be more
commercial, customer-oriented and respon-
sible. At the end of the financial year, the
Group's personnel were 278 (176) after the
acquisition and restructuring measures.
Financing
To finance the payment of the purchase price
EUR 6.0 million in accordance with the terms
of the Wulff Solutions acquisition on May 3,
2021, the company took out senior financial
loans totaling EUR 6.8 million, which will be
repaid within five years. As a result of the
financing arrangements, long-term financial
liabilities were approximately EUR 4.3 million
higher than at the previous balance sheet
date.
Other expenses
The company operates in a cost-conscious
manner and with principles that ensure liquid-
ity. As a result of the acquisition on May 3,
2021, the scope of operations measured by
the company's turnover increased significantly;
The relative share of other operating expenses
in net sales increased by 1.2 percentage
points. The company went through its cost
structure and implemented potential cost
savings to unlock the cost synergy benefits of
the acquisition and ensure the efficiency of
its operations. Travel-related costs increased
with the growth of the company's operations,
but remained clearly lower than before the
Covid pandemic. The company implemented
the planned investments to digitize operations
and increase cost efficiency.
Intangible and tangible assets and
right-of-use assets
The company’s tangible and right-of-use
assets include properties in Finland and
Sweden, as well as ordinary assets such as
cars, machinery and equipment, and leased
premises and equipment. Intangible assets
include e.g. costs for obtaining customer con-
tracts and licenses. The acquisition of Wulff
Solutions increased the tangible assets in the
balance sheet by EUR 1.5 million and the
lease portfolio in the balance sheet by EUR
0.5 million in fixed assets and liabilities.
FUTURE OUTLOOK
Demand for products is significantly affected
by general economic and market develop-
ments as well as the employment rate. Before
the Covid 19 -pandemic, the market for
workplace products and services in the Nor-
dic countries had remained stable for several
years. Wulff estimates that the overall market
for workplace products and services will
remain stable, despite rapid changes in work
environments. With the positive development
of vaccine coverage, protection products will
no longer be as necessary as in the outbreak
and spread of the pandemic. However, safe
encounters will continue to be important.
Wulff expects demand for hygiene, cleaning,
and protection products to remain at a good
level despite the change. At the same time,
the Covid 19 pandemic has brought lasting
changes to the way we work; Multi-site
teleworking has increased and increased
the number of workstations and the demand
for the products needed in the workstations.
Demand for IT supplies, printing products
and traditional office supplies is expected to
stabilize at pre-pandemic level in the near
future. This is due to the partial return to work
and the increased number of new worksta-
tions created by the pandemic-driven change
in working in homes and holiday homes. The
company has a large customer base and
long customer relationships. The company
also has a very active new customer acqui-
sition. Despite these, customers’ needs and
thus sales can differ significantly from history.
The Corona pandemic is a risk affecting the
near-term operating environment, the duration
and impact of which on the Nordic economy
is difficult to assess. These factors impair the
predictability of the outlook.
As a result of the co-operation negotiations
between Wulff Oy Ab and Wulff Solutions
Oy (previously Staples Finland Oy) held in
August-September in connection with the re-
organization of Wulff's Finnish Contract Sales
Organization, functions in sales, administration
and support functions were merged. As a
result of the co-operation negotiations, the
company will achieve annual cost savings of
approximately EUR 1.9 million in personnel
costs. As a result of the reorganization meas-
ures implemented and planned, such as the
integration of information systems and logistics
and operational processes, Wulff expects to
achieve a total annual cost synergy benefit
of approximately EUR 3 million in stages. A
significant part of these cost synergies will
already materialize in 2022.
Wulff Annual Report 2021 71
2. SEGMENT INFORMATION
Wulff Group consists of two strategically
different operating segments: Contract
Customers Segment and Expertise Sales
Segment. Operating segments are
based on IFRS 8 and the Group’s internal
reporting practice, where the different
businesses are organized and led by
divisions. All 19 group companies belong
to these operating segments based on
their different services, marketing strat-
egies and distribution channels. Con-
tract Customers Segment consists of 10
subsidiaries and Expertise Sales Segment
consists of 5 subsidiaries as shown in
Note 26. Additionally the Group’s parent
company Wulff Group Plc, its subsidiary
with leasing operations, Wulff Leasing
Oy, Wulff Finances Oy with financial
services and Mutual Real Estate Compa-
ny Kilonkallio 1 make the Group Services
segment which includes group man-
agement’s general costs which cannot
be allocated on a reasonable basis for
Contract Customers and Expertise Sales.
The Contract Customers Segment is the
customer’s comprehensive partner in the
field of current hygiene products, work-
place products, IT supplies as well as
international exhibition and event servic-
es. Larger companies and corporations
can purchase their basic office supplies
very fast and in a cost efficient way as
the Group’s contract customer. Being a
contract customer grants the companies
the possibility to concentrate on their core
NET SALES BY OPERATING SEGMENTS
EUR 1000 2021 2020
Contract Customers Segment
Sales to external customers 77 726 41 993
Intragroup sales to other segments 549 544
Total Contract Customers Segment
78 275
42 537
Expertise Sales Segment
Sales to external customers 12 698 15 547
Intragroup sales to other segments 19 0 478
Total Expertise Sales Segment
12 889 16 024
Group Services
Sales to external customers 0 2
Intragroup sales to other segments 1 139 1 12 4
Total Group Services
1 139 1 126
Intragroup eliminations between segments -1 878 -2 145
Total net sales 90 424 57 541
Revenue from any individual customer did not exceed 10 percent share of the consolidated revenue
in 2021 or 2020.
competence, when Wulff takes automati-
cally care of its contract customers’ office
supply minibars’ fill-in service. The smaller
companies’ basic office supply needs
are fulfilled by the webstore Wulffinkulma.
fi. Business promotional products and
international exhibition services are also a
part of Contract Customers Segment.
The Expertise Sales Segment aims to
improve its customers’ daily operations
with innovative products as well as the
industry’s most professional personal
and local service. The product range of
Expertise Sales companies consists of e.g.
current hygiene products, office supply
specialties, IT products as well as ergo-
nomics and first aid products.
The segments’ performance is reviewed
and the Group Executive Board’s and
the Board of Directors’ decision-making
related to resource allocation is based
on the segments’ operating result (IFRS).
Inter-segment transactions are mar-
ket-priced. Intra-segment transactions are
eliminated from the segment’s income and
the inter-segment eliminations are present-
ed separately in the following reconcili-
ation. Fixed management expenses from
group services are allocated to Contract
Customers and Expertise Sales in propor-
tion of the usage of those internal services.
Impairment of goodwill arising from an
acquisition of a subsidiary is allocated to
the segment of that subsidiary.
72 Wulff Annual Report 2021
RESULT BY OPERATING SEGMENTS 2021
EUR 1000
Contract Customers Expertise Sales
Group services and
non-allocated items
Eliminations Group
Net sales 78 275 12 889 1 139 -1 878 90 424
Expenses -75 317 -12 061 3 009 3 072 -81 297
Earnings before depreciation (EBITDA)
2 958 828 4 148 1 194 9 128
Depreciations -505 -27 -462 -1 194 -2 188
Operating profit (EBIT)
2 453 801 3 686 0 6 940
Financial income (non-allocated) 53 53
Financial expenses (non-allocated) -441 -441
Profit before taxes
2 453 801 3 298 0 6 552
RESULT BY OPERATING SEGMENTS 2020
2. SEGMENT INFORMATION
EUR 1000
Contract Customers Expertise Sales
Group services and
non-allocated items
Eliminations Group
Net sales 42 537 16 024 1 126 -2 145 57 541
Expenses -40 615 -13 596 -1 131 3 005 -52 337
Earnings before depreciation (EBITDA)
1 922 2 428 -5 860 5 204
Depreciations -425 -48 - 331 -860 -1 664
Operating profit (EBIT)
1 497 2 380 -336 0 3 541
Financial income (non-allocated) 72 72
Financial expenses (non-allocated) - 512 - 512
Profit before taxes
1 497 2 380 -776 0 3 101
Wulff Annual Report 2021 73
GEOGRAPHICAL
INFORMATION
Wulff Group companies are located in the
Nordic countries. According to IFRS 8, the
consolidated net sales are presented by the
geographical location of both the group
companies and the customers. Non-current
assets of the group companies located in
different countries consist of goodwill as
well as other intangible and tangible assets.
As required by IFRS 8, these geographical
segments’ assets do not include non-current
financial assets and deferred tax assets.
NET SALES BY GROUP COMPANIES’ LOCATIONS
EUR 1000 2 021 2020
Sweden 20 805 23% 18 244 32%
Norway 10 572 12 % 8 938 16%
Denmark 496 1% 496 1%
Net sales between countries -5 944 -7% -4 986 -8%
Net sales total
90 424 100% 57 541 100%
NET SALES BY CUSTOMERS’ LOCATIONS
EUR 1000 2 021 2020
Sweden 10 688 12 % 13 178 23%
Norway 15 593 17 % 9 062 16%
Denmark 855 1% 805 1%
Estonia 2 406 3% 42 0%
Other European countries 458 1% 370 1%
Other countries 457 1% 15 5 0%
Net sales total
90 424 100% 57 541 100%
NONCURRENT ASSETS BY GROUP COMPANIES’ LOCATIONS
EUR 1000 2 021 2020
Finland 14 563 75% 11 9 7 8 71%
Sweden 4 830 25% 4 951 29%
Norway 1 0% 5 0%
Total non-current assets
19 395 100% 16 934 100%
2. SEGMENT INFORMATION
74 Wulff Annual Report 2021
3. BUSINESS COMBINATIONS AND ACQUISITIONS OF
NONCONTROLLING INTERESTS
ACQUISITIONS
On May 3, 2021, Wulff Group Plc, acquired
another leading player in its field, known as a
provider of solutions for workplace products
and work environments for large companies
and the public sector, Staples Finland Oy, and
its Finnish parent company EMO Finland Oy
(hereinafter Wulff Solutions). As a result of the
transaction, Wulff became the most com-
prehensive provider of workplace products
and services and the clear market leader in
Finland.
The acquisition will bring customers an even
more diverse and comprehensive service,
while increasing the company’s purchasing
power and enabling more efficient logistical
and other operational solutions. The acqui-
sition, in line with Wulff's growth strategy,
will enable the development of Contract
Customers segment for domestic customers in
particular and will be a significant competitive
advantage for the company. The acquisi-
tion strengthened the Contract Customers
segment's product and service offering in
Finland as expected and increased net sales
for the review period by EUR 33.1 million and
gross margin by EUR 8.2 million. If Staples
MERGERS
Torkkelin Paperi, a subsidiary selling office
supplies and services in Finland, was merged
to its parent company Wulff Oy Ab on
October 31, 2020. The goal for the merge
was to attain even more efficient deliveries to
customers and savings in personnel and other
administrative costs.
In Sweden, the property company Fastigheten
Ljungby 13 AB merged to Wulff Supplies AB
on February 28, 2020.
CHANGES IN SHARES OF
NONCONTROLLING
INTERESTS
In March 2021, Wulff Group Plc acquired a
two percent share of the share capital of S
Supplies Holding AB and sold a four percent
share and owns 87% of the share capital
of the company after the transactions. The
purchase price was EUR 77 thousand and the
sale price EUR 23 thousand.
EUR 1,000
Fair values of acquired assets and liabilities at the time of
acquisition
May 1, 2021
Assets
Tangible and intangible assets 1 732
Other long-term receivables 86
Inventories 8 301
Trade receivables and other current assets 8 084
Cash and cash equivalents 1 430
Total assets
19 633
Liabilities
Liabilities to credit institutions -
Accounts payables 5 456
Accrued liabilities and other liabilities 3 688
Total liabilities
9 144
Total identifiable fair value of net assets 10 489
Goodwill from the acquisition -4 469
Total consideration transferred
6 020
Key figures for the subject of the transaction
Wulff Annual Report 2021 75
had been part of the Wulff Group from the
beginning of the financial year 2021, Wulff's
net sales would have been EUR 106.4 million,
margin EUR 37.9 million, and operating profit
EUR 6.7 million.
The final and binding purchase price of Wulff
Solutions’ share capital was approximately
EUR 6.0 million and included approximately
EUR 1.4 million in cash. The purchase price
was paid in cash upon execution of the trans-
action. The balance sheet of the transaction
included lease liabilities of approximately
EUR 0.9 million and no other interest-bearing
debt at the time of execution. As a result of the
acquisition, the company recorded a non-re-
curring income item of approximately EUR
4.5 million from the recognition of negative
goodwill based on the purchase price of EUR
6.0 million and the equity of EUR 10.5 million
at the time of acquisition. The reasons for the
negative goodwill recognized on the acquisi-
tion were the low acquisition price as a result
of the loss-making operations of the acquired
company, which resulted from a heavy cost
structure. The combination of Solutions and
Wulff's operations is expected to significantly
reduce the cost structure. The gain of EUR
3.0 million recognized on the acquisition is
presented in the statement of comprehensive
income in income for the period.
There were no business acquisitions during
the reporting period in 2020.
3. BUSINESS COMBINATIONS AND ACQUISITIONS OF
NONCONTROLLING INTERESTS
EUR 1,000
Fair values of acquired assets and liabilities at the time of
acquisition
May 1, 2021
Assets
Tangible and intangible assets 1 732
Other long-term receivables 86
Inventories 8 301
Trade receivables and other current assets 8 084
Cash and cash equivalents 1 430
Total assets
19 633
Liabilities
Liabilities to credit institutions -
Accounts payables 5 456
Accrued liabilities and other liabilities 3 688
Total liabilities
9 144
Total identifiable fair value of net assets 10 489
Goodwill from the acquisition -4 469
Total consideration transferred
6 020
Consolidated unaudited figures according to the Finnish Accounting Act:
million EUR 2020 2 019
Net sales 55.8 49.8
EBITDA -0.3 -1.7
Adjusted EBITDA* 2.9 0.6
Operating profit -0.6 -2.1
Adjusted operating profit* 2.2 -0.2
Equity 3.8 6.0
Balance sheet total 20.9 15 . 3
Personnel 110 119
*) Adjusted EBITDA and operating profit take
into account group services that cease after the
completion of the transaction
Aggregate key figures of the acquisition:
million EUR 2 021 2020
Net sales 106.4 112.5
Other operating income 5.1 0.7
Materials and services -73.7 -77.5
Employee benefit expenses -18.7 -18.3
Other operating expenses -10.2 -10.6
Earning before depreciation (EBITDA) 9.0 6.9
Depreciation and amortization -2.3 -2.0
Operating profit (EBIT) 6.7 4.9
Financial income 0.1 0.1
Financial expenses -0.5 -0.5
Profit before taxes 6.3 4.4
Income taxes -0.4 -0.6
Net profit/loss for the period 5.8 3.9
The figures are summed from the Wulff
Group's figures plus the adjusted figures of
the Wulff Solutions companies. The figures for
Solutions have taken into account estimates
of the group services that cease after the
acquisition and changed the presentation to
correspond to the rest of the Group.
76 Wulff Annual Report 2021
4. NET SALES
EUR 1000
2021 2020
Sales of workplace products and services
88 270 55 969
Sales of exhibition services
2 155 1 572
Total
90 424 57 541
5. OTHER OPERATING INCOME
EUR 1000 2021 2020
Sales gains from tangible assets 7 30
Rental income 12 6 12 6
Other 5 000 512
Total 5 133 668
Net sales of workplace products and services increased during the review period due to the
Wulff Solutions business of the Contract Customers segment, which was formed as a result of
acquisitions on May 3, 2021.
Revenue from exhibition services was affected by traveling and gathering restrictions imposed
worldwide to limit the spread of the Covid 19 pandemic during the review period, as a result of
which exhibition and event services recovered only partially from the comparison period. The
offer of alternative service and solution packages for public events increased during the review
period.
6. MATERIALS AND SERVICES
EUR 1000 2021 2020
Materials, supplies and products
Purchases during the financial year 60 021 34 622
Change in inventories 975 1 823
External services 743 348
Total 61 739 36 793
7. EMPLOYEE BENEFITS
EUR 1000 2021 2020
Salaries and fees 13 010 9 346
Pension expenses (defined contribution plans) 2 037 1 323
Other personnel expenses 1 284 925
Share-based incentives (share rewards payable in
shares)
23 -
Total 16 354 11 5 9 4
Average number of employees in accounting period 248 189
Personnel at the end of period 278 176
Information about the management’s employment benefits and loans is presented in Note
25 Related party information. Details about related party shareholdings are presented under
Board and management.
Purchases of workplace products and services increased during the review period due to the
Wulff Solutions business of the Contract Customers segment, which was formed as a result of
acquisitions on May 3, 2021.
The goodwill gain of EUR 4.5 million resulting from the completed acquisition on May 3,
2021has been recognised in other operating income. This negative goodwill recognition has
been treated as a non-recurring item affecting comparability.
Wulff Entre received Government business cost support by the Finnish State Treasury approxi-
mately EUR 0.4 million (0.3), as most of the exhibitions in 2021 were canceled due to world-
wide restrictions on traveling and gathering in place to prevent the spread of the Covid 19
-pandemic, and business operations were, like in the comparison period, significantly lower than
previous financial years..
Wulff Annual Report 2021 77
8. OTHER OPERATING EXPENSES
EUR 1000 2021 2020
Rents 113 83
Travel and car expenses 849 7 71
ICT expenses 1 234 497
External logistics expenses 1 967 1 038
Marketing, PR and entertainment expenses 765 432
Credit losses and amortization of sales receivables 38 50
Credit loss allowance of customer contracts according to IFRS 9 * 7 183
Fees to auditors** 107 85
Other 3 256 1 479
Total 8 336 4 618
* The credit loss provision was increased in 2020, additional information has been presented in note 17.
** Fees to auditors total in all group companies.
The Group did not have material research and development expenses in the current or previous year.
EUR 1000 2021 2020
Audit 27 23
Tax services - -
Other services - -
Total 27 23
APPROVED AUDIT FIRM BDO
EUR 1000 2021 2020
Audit 34 33
Tax services 19 -
Other services 28 29
Total 80 62
OTHER APPROVED AUDIT FIRMS
EUR 1000 2021 2020
Materials, supplies and products
Purchases during the financial year 60 021 34 622
Change in inventories 975 1 823
External services 743 348
Total 61 739 36 793
7. EMPLOYEE BENEFITS
78 Wulff Annual Report 2021
9. AMORTIZATION, DEPRECIATION
AND IMPAIRMENT
EUR 1000 2021 2020
Amortization and depreciation during the period:
Amortization of intangible assets:
Other intangible assets 430 19 0
Total amortization of intangible assets
430 19 0
Depreciation of tangible assets:
Machinery and equipment 317 326
Total depreciation of tangible assets
317 326
Depreciation of buildings:
Buildings 330 229
Total depreciation of buildings
330 229
Depreciation of right-of-use assets:
Buildings 746 560
Machinery and equipment 365 357
Total depreciation of right-of-use assets
1 111 917
Total amortization and depreciation 2 188 1 664
10. FINANCIAL INCOME AND
EXPENSES
EUR 1000 2021 2020
Financial income:
Interest income 18 13
Foreign exchange gains and other financial income 35 59
Financial income total
53 72
Financial expenses:
Interest expenses 291 181
Interest expenses on finance leases 33 -39
Other financing expenses 77 285
Foreign exchange losses and other financial expenses 40 85
Financial expenses total
441 512
There was no impairment of goodwill in other long term intangible or tangible assets during
2021 or 2020.
Wulff Annual Report 2021 79
11. INCOME TAXES
INCOME TAXES IN THE INCOME STATEMENT
EUR 1000 2021 2020
Income taxes for the financial year -340 -465
Deferred taxes:
Change in deferred tax assets - 111 -103
Change in deferred tax liabilities 5 10
Total -446 -558
INCOME TAX RECONCILIATION
EUR 1000 2021 2020
Income taxes according to the Finnish tax rate (2021-2020: 20.0%) -1 310 -620
Different tax rates abroad - 11 -33
Non-deductible expenses and tax-free income 892 -2
Tax impact from the current year's losses for which no deferred tax asset is recognized -66 -
Impact of the tax rate changes on deferred tax assets and liabilities* - 0
Changes in deferred tax assets and liabilities from previous years 117 -147
Group consolidation and eliminations -68 244
Income taxes in the income statement -446 -558
* Tax rate change in Sweden 2021
80 Wulff Annual Report 2021
11. INCOME TAXES
CHANGES IN DEFERRED TAXES 2021
EUR 1000 Jan 1, 2021
Income
statement
Other changes Dec 31, 2021
Deferred tax assets:
Confirmed losses and tax credits 376 -6 369
Provisions 179 -76 103
Depreciation differences 521 -29 88 580
Other temporary differences 5 5
Deferred tax assets total
1 081 - 111 88 1 058
Deferred tax liabilities:
Other temporary differences 181 5 -9 176
Deferred tax liabilities total
181 5 -9 176
Deferred tax assets, net 901 - 117 98 8 81
CHANGES IN DEFERRED TAXES 2020
EUR 1000 Jan 1, 2020
Income
statement
Other changes Dec 31, 2020
Deferred tax assets:
Confirmed losses and tax credits 564 -188 376
Provisions 7 172 179
Depreciation differences 537 -87 73 521
Other temporary differences 5 5
Deferred tax assets total
1 113 -103 73 1 081
Deferred tax liabilities:
Other temporary differences 178 10 -7 181
Deferred tax liabilities total
178 10 -7 181
Deferred tax assets, net 934 -93 80 901
For the Group companies’ previous years’
confirmed taxable losses, a deferred tax
asset of EUR 369 thousand (376) has
been booked, of which EUR 278 thou-
sand (152) will fall due in five years and
EUR 52 thousand (97) can be utilized
indefinitely. As of December 31, 2021, the
Group had confirmed tax losses carried
forward of EUR 14 461 thousand (1 756)
for which the deferred tax asset of EUR
2 533 thousand (138) has not been fully
recognized in the consolidated financial
statements because the realization of the
tax benefit before their expiry is uncertain.
The consolidated balance sheet as of
December 31, 2021 includes deferred
tax assets of EUR 89 thousand (29) in
group companies which made a loss in
2021. The recognition of these assets is
based on profit estimates, which indicate
that the realization of these deferred tax
assets is probable. The Finnish companies’
deferred tax assets from previous years’
confirmed losses, which can be used
in 10 years, can be utilized against the
company’s own future profits and also
against group contributions granted by
other Finnish group companies where the
Group’s ownership is 90 percentages at
minimum.
Wulff Annual Report 2021 81
12. EARNINGS PER SHARE
2021 2020
Profit for the period attributable to the equity holders of the parent company, EUR 1000 5 896 2 174
/ Weighted average number of shares; diluted = non-diluted (1,000 shares) 6 769 6 791
Earnings per share (EPS); Diluted = non-diluted, EUR 0.87 0.32
82 Wulff Annual Report 2021
13. GOODWILL, INTANGIBLE AND TANGIBLE ASSETS AND
ARIGHT OF USE ASSETS
2021 Goodwill
Other intangible
assets*
Advance
payments
Intangible
assets total Land Buildings
Machinery and
equipment
Other
tangible assets
Tangible
assets total
Acquisition cost, Jan 1 12 584 3 469 107 16 16 0 907 5 462 4 505 232 11 106
Additions 982 982 255 1 576 284 2 114
Disposals -683 0 -683 -354 -354
Translation differences -34 -34 -2 -3 -5
Acquisition cost, Dec 31
12 550 3 768 107 16 425 1 160 7 038 4 435 230 12 862
Accumulated depreciation and impairment, Jan 1 -4 390 -2 887 - -7 277 - -461 -3 643 -139 -4 244
Disposals 683 683 295 295
Depreciation during the period -430 -430 -330 -310 -7 -647
Accumulated depreciation and impairment, Dec 31
-4 390 -2 634 - -7 024 - - 791 -3 657 -146 -4 594
Book value, Jan 1
8 194 582 107 8 883 907 5 001 862 94 6 864
Book value, Dec 31 8 160 1 134 107 9 401 1 160 6 247 778 84 8 268
2020 Goodwill
Other intangible
assets*
Advance
payments
Intangible
assets total Land Buildings
Machinery and
equipment
Other
tangible assets
Tangible
assets total
Acquisition cost, Jan 1 12 521 3 141 56 15 718 907 5238 4 558 223 10 927
Additions 328 12 6 454 17 255 47 319
Disposals -75 -75 - 317 -38 -355
Translation differences 63 63 208 9 217
Acquisition cost, Dec 31
12 584 3 469 107 16 16 0 907 5 462 4 505 232 11 108
Accumulated depreciation and impairment, Jan 1 -4 390 -2 696 - -7 086 - -231 -3 544 -126 -3 903
Disposals 215 215
Depreciation during the period - 191 - 191 -229 - 314 - 13 -556
Accumulated depreciation and impairment, Dec 31
-4 390 -2 887 - -7 277 - -461 -3 643 -139 -4 244
Book value, Jan 1
8 131 445 56 8 632 907 5 005 1 014 97 7 024
Book value, Dec 31 8 194 582 107 8 883 907 5 001 862 94 6 864
*Wulff recognises incremental costs of obtaining a contract in other intangible assets when the company has aquired a customer and the costs are expensed over the contract period, normally over three
years time. The amount of incremental costs of obtaining customer contracts within the other intangible asstes amounted to EUR 0.2 million (0.2) at the end of the financial year.
Wulff Annual Report 2021 83
13. GOODWILL, INTANGIBLE AND TANGIBLE ASSETS AND
ARIGHT OF USE ASSETS
The majority of lease agreements are recognized as right-of-use assets, which include buildings, and
machinery and equipment, such as cars and printing devices. The IFRS 16 Lease Agreements -standard
was implemented as of 1.1.2019.
Lease agreement liabilities have been presented in the notes to the accounts no. 21.
2020 Buildings
Machinery and
Equipment
Right-of-use
assets total
Acquisition cost, Jan 1 1 271 603 1 8 74
Additions 812 279 1 090
Disposals -157 - 157
Reclassification -14 14 0
Acquisiton cots, Dec 31
2 068 739 2 807
Accumulated depreciation and impairment, Jan 1. -548 -324 -872
Disposals 170 170
Depreciation during the period -560 -357 - 917
Reclassifiacation -7 7 0
Accumulated depreciation and impairment, Dec 31
-1 115 -504 -1 619
Book value, Jan 1 723 279 1 001
Book value, Dec 31 953 235 1 187
The expenses relating to short-term leases amounted to EUR 0.1 million (0.1). The cash-flow of all lease
agreements was EUR 1.1 million (0.9). Right-of-use assets were not subleased. There are no material
variable lease payments that are not included in the measurement of right-of-use assets. There were
no leases with residual value guarantees. There was a EUR 0.4 million option for continuing leases of
premises.
Right-of-use assets total
2021 Buildings
Machinery and
Equipment
Right-of-use
assets total
Acquisition cost, Jan 1 2 068 739 2 807
Additions 803 847 1 649
Acquisiton cots, Dec 31
2 871 1 585 4 456
Accumulated depreciation and impairment, Jan 1. -1 115 -504 -1 619
Depreciation during the period -746 -365 - 1 111
Accumulated depreciation and impairment, Dec 31
-1 861 -869 -2 730
Book value, Jan 1 953 235 1 187
Book value, Dec 31 1 010 716 1 726
Right-of-use assets total
13. GOODWILL, INTANGIBLE AND TANGIBLE ASSETS AND
ARIGHT OF USE ASSETS
84 Wulff Annual Report 2021
14. SUBSIDIARIES AND SHARES OF NONCONTROLLING INTERESTS
Non-controlling interest shareholders’
share of voting right
Non-controlling shareholders’
share of profit/loss
Non-controlling shareholders’
share of equity
Domicile 2021 2020 2021 2020 2021 2020
S Supplies Holding AB Sweden 13 % 11 % 13 % 11 % 13 % 11 %
Wulff Beltton AB Sweden 25% 25% 25% 25% 25% 25%
SPECIFICATION OF SHARES OF SIGNIFICANT NONCONTROLLING INTERESTS IN THE GROUP
The table below describes the group structure as at 31 December.
Number of subsidiaries fully owned
Field of business 2021 2020
Office supplies and printing solutions 4 2
Financial management services 1 -
Exhibition services 1 1
Group services 3 3
The specification of the group companies is presented in note 26.
Wulff Annual Report 2021 85
14. SUBSIDIARIES AND SHARES OF NON CONTROLLING INTERESTS
S Supplies Holding AB Wulff Beltton AB
2021 2020 2021 2020
Short term assets
- - 1 652 1 542
Long term assets 3 407 3 480 77 86
Short term liabilities 954 7 74 1 309 1 210
Long term liabilities 976 1 196 - -
Net sales/income 547 0 5 390 2 569
Expenses -53 -45 -4 994 -2 527
Net profit/loss 494 -45 396 42
Profit/loss attributable to equity holders of the company 430 -40 297 32
Profit/loss attributable to non-controlling interests 64 -5 99 11
Total comprehensive income 494 -45 396 42
Total comprehensive income attributable to equity holders of the company 430 -40 297 32
Total comprehensive income attributable to non-controlling interests 64 -5 99 11
Dividends paid to non-controlling interests 63 - 95 -
THE SUMMARY OF FINANCIAL INFORMATION OF SUBSIDIARIES WITH NONCONTROLLING
INTEREST SHAREHOLDING
Changes in the shares of subsidiaries are presented in Note 3.
S Supplies Holding AB's subsidiaries did not distribute a dividend or group contribution to
their parent in 2020 due to an exceptional pandemic year.
86 Wulff Annual Report 2021
15. GOODWILL ALLOCATION AND IMPAIRMENT TEST
Consolidated goodwill is not amortized
systematically but their book values are
tested for possible impairment at least
annually and additionally when the
management has noted signs of possible
impairment, e.g. due to decreased prof-
itability performance. Wulff Group tests
its goodwill values separately for each
cash-generating unit. Changes in goodwill
during the financial period are presented
in Note 13 where all intangible assets are
presented.
In goodwill impairment tests the carrying
amount is compared to the unit’s dis-
counted present value of the recoverable
cash flows i.e. the value in use, where the
previous profit performance level, the next
year’s budget as well as the sales and
profit estimates for future years are con-
sidered. The testing calculations’ five-year
estimate period consists of the budget
year and the following four estimate
years where a moderate, approximately
two-percent annual growth is estimated
in each business areas. After this five-year
estimate period, the so-called eternity
value is based on a 0.5%-point growth
assumption in Finland and a 1%-point
growth assumption in Scandinavia. The
budgets and later years’ estimates used
in the testing are carefully estimated and
the growth expectations are moderate
considering also the impacts of econom-
ic slowdown. The assets tested include
goodwill together with that cash-generat-
ing unit’s other assets and working capital.
The discount factor in the impairment tests
is based on weighted average cost of
capital (WACC) before taxes. Weighted
average cost of capital represents the
overall expense of both equity and ex-
ternal loan financing, taking into account
also the different return expectations and
special risks related to different assets. The
discount rate was based on reference
groups’ equity structure, balance sheets,
and annual financial data.
Goodwill for the Finnish workplace prod-
ucts and services business was EUR 3.5
million (3.5) arising from the acquisition
of Wulff Oy Ab on December 31, 2021.
The assets tested totalled approximately
EUR 7.9 million (8.1). The discounted
value-in-use is approximately EUR 16.4
million. According to the management,
the key factors in the testing calculations
are the moderate growth and retaining
the customer profitability, logistics’ cost
management and synergies from Nordic
purchase cooperation in office supplies.
Goodwill for the Scandinavian work-
place products and services business
was EUR 1.6 million (1.6) arising from
the acquisition of Wulff Supplies AB.
The assets tested totalled approximately
EUR 6.7 million (6.1) and the discounted
value-in-use is approximately EUR 8.9
million. According to the management,
the key factors in the testing calculations
are the moderate growth and retaining
the customer profitability, logistics’ cost
management and synergies from Nordic
purchase cooperation in office supplies.
The goodwill arising from the acquisition
of Wulff Entre Oy operating in exhibi-
tion and event services totalled EUR 1.7
million (1.7) and the assets tested totalled
approximately EUR 1.7 million (1.1). The
discounted value-in-use is approximate-
ly EUR 8.4 million. The management's
estimate is based on My Remote Studio-
and Exhibiiton on Demand -service
concepts' continued sales development in
line with the develpoment in 2021 and in
the gradual recovery of the international
exhibition business to the pre-pandemic
level.
The goodwill arising from the Canon
Business Center printing services re-
lated to the workplace products and
services business, i.e. the acquisition of
Mavecom Palvelut Oy, totalled EUR 1.4
million (1.4) and the assets tested totalled
approximately EUR 1.5 million (1.6). The
discounted value-in-use is approximately
EUR 3.2 million.
SENSITIVITY ANALYSIS IN IMPAIR
MENT TESTING
The key assumptions used in determining
value in use are defined by the Group
Management. The most important as-
sumptions are
• discount rate
• average EBITDA margin
(EBITDA/Net sales).
Sensitivity analyses have been made on
the assumption that the average EBITDA
margin will decrease or that the dis-
count rate will increase. The table below
presents a change in the key assumption
which (with other assumptions remaining
unchanged) would cause the recovera-
ble amount to equal the carrying amount.
EUR 1000 2021 2020
Contract Customers segment:
Workplace products and services / Finland (Wulff Oy Ab) 3 500 3 500
Workplace products and services / Scandinavia (Wulff Supplies AB) 1 565 1 599
Exhibition services / Finland (Wulff Entre Oy) 1 671 1 671
Office supplies / Printing services (Mavecom Palvelut Oy) 1 424 1 424
Goodwill total 8 160 8 194
Wulff Annual Report 2021 87
Dec 31, 2021 Dec 31, 2020
Office Supplies, Finland Used value Change Used value Change
Discount rate
8.5% increase of 9.2 percentage points 9.0% increase of 12.5 percentage points
Average EBITDA, % of sales 5.2% decrease of 2.6 percentage points 6.3% decrease of 3.5 percentage points
15. GOODWILL ALLOCATION AND IMPAIRMENT TEST
Office Supplies, Scandinavia Used value Change Used value Change
Discount rate
9.5% increase of 3.0 percentage points 8.5% increase of 0.9 percentage points
Average EBITDA, % of sales 4.4% decrease of 0.9 percentage points 3.7% decrease of 0.3 percentage points
Exhibition services Used value Change Used value Change
Discount rate
8.6% increase of 38.0 percentage points 8.7% increase of 18.4 percentage points
Average EBITDA, % of sales 10.8% decrease of 8.5 percentage points 3.7% decrease of 2.5 percentage points
Printing solutions Used value Change Used value Change
Discount rate
8.7% increase of 9.4 percentage points 9.2% increase of 10.5 percentage points
Average EBITDA, % of sales 12.2% decrease of 6.2 percentage points 13.1 % decrease of 6.7 percentage points
EUR 1000 2021 2020
Products 13 178 7 841
Work in process 5 1
Prepayments for inventories 208 845
Total
13 391
8 687
16. INVENTORIES
According to the management's assesment, slow-moving products
are associated with a higher valuation risk due to the pandemic, due
to which there is a addittional provision of EUR 0.2 million (0.3) for
slow-moving products in the financial statements on Dec 31, 2021. In
the financial statements 2020 prepayments were made for purchases of
hygiene products.
88 Wulff Annual Report 2021
17. SHORTTERM NONINTERESTBEARING RECEIVABLES
TRADE RECEIVABLES
EUR 1000 2021 2020
Trade receivables from others 15 374 6 209
Trade receivables total
15 374 6 209
AGING STRUCTURE OF SALES RECEIVABLES
EUR 1000 2 021 2020
Not due (value not impaired) 13 538 87% 5 718 89%
Due (value not impaired):
Less than 1 month 1 542 10% 382 6%
More than 1 month - less than 3 months 90 1% 114 2%
More than 3 months - less than 6 months 296 2% 45 1%
More than 6 months 135 1% 172 3%
Total
15 601 101% 6 431 104%
Bad debt allowance according to the IFRS 9
-227 -1% - 221 -4%
Sales receivables total
15 374 100% 6 209 100%
The total amount of non-interest-bearing sales receivables in the financial
statements has increased from the comparison period due to the acqui-
sition of Wulff Solutions in the Contract Customers segment on May 3,
2021. During the comparison period 2020 more impairment losses on
trade receivables were recorded based on realized credit losses and an
estimate of increased credit loss risk due to the traveling and gathering
restrictions in place due to the pandemic and their effects on custom-
er's business according to the IFRS 9. Dad debt allowance expense is
reported in Note 8. Sales receivables do not include significant credit risk
concentrations.
OTHER RECEIVABLES
EUR 1000 2021 2020
Valued added tax receivables 55 263
Other receivables 303 65
Other receivables total
358 328
ACCRUED INCOME AND EXPENSES
EUR 1000 2 021 2020
Income tax receivable 76 72
Sales accruals of exhibitions 697 765
Other accruals 691 675
Accruals total
1 464 1 512
Sales accruals of exhibitions included purchases paid to suppliers for exhibiitons held after
the end of the financial year and uninvoiced sales receivables under customer agreements
for exhibitions already held and other completed projects.
Wulff Annual Report 2021 89
19. NOTES ON EQUITY
SHARE CAPITAL
The parent company’s share capital EUR
2.65 million consists of 6 907 628 shares
with one vote each and with no par val-
ue. In 2021 own shares were transferred
and in 2020 own shares were repur-
chased, of which additional information is
provided below.
TREASURY SHARES
At the end of December 2021, the Group
held 137,260 (144,620) own shares
representing 2.0% (2.1) of the total num-
ber and voting rights of Wulff shares. In
2021 7,000 own shares were transferred
Share total Treasury shares Outstanding shares
Jan 1, 2020 6 907 628 -79 000 6 828 628
Purchase of own shares -65 260 -65 260
Dec 31, 2020
6 907 628 -144 260 6 763 368
Transfer of own shares
7 000 7 000
Dec 31, 2021
6 907 628 -137 260 6 770 368
in accordance with the decision of the
Board of Directors on February 22, 2021,
information of which is provided in Note
25 Related Party Infomation. During the fi-
nancial year 2020 the Board of Directors
of Wulff Group Plc decided to start buy
back its own shares in accordance with
the authorization granted by the Annu-
al General Meeting. The repurchases
started on May 25, 2020 and ended on
June 11, 2020. Wulff Group Plc repur-
chased 65,260 shares at the market
price quoted through public trading on
Nasdaq Helsinki Oy, in accordance with
the rules regarding the acquisition of com-
pany’s owns shares. The acquired shares
are intended to be used to finance acqui-
sitions and other arrangements according
to the company´s growth strategy.
SHARE OPTIONS AND SHARE
REWARDS
The Board of Directors decided on an
incentive scheme for the CEO on February
22, 2021. Information about the scheme
is presented in Note 25 Related Party
Information. The Group did not have any
option schemes nor a share reward plan
in force in 2020.
SHARE PREMIUM FUND AND FUND
FOR INVESTED NONRESTRICTED
EQUITY
Share premium fund and the fund for
invested non-restricted equity consist of
the share value exceeding the par value
in share issues in 1999-2008. There were
no changes in the share premium fund
and the fund for invested non-restricted
equity.
TRANSLATION DIFFERENCES
Translation differences arise from trans-
lation of foreign-currency-denominated
subsidiaries.
18. CASH AND CASH EQUIVALENTS
EUR 1000 2021 2020
Cash and bank 797 480
Total
797 480
90 Wulff Annual Report 2021
20. DISTRIBUTABLE FUNDS AND DIVIDEND DISTRIBUTION
The Group’s parent company Wulff Group
Plc’s distributable funds totalled EUR 1.7 million.
The Board of Directors proposes to the Annual
General Meeting that dividend of 0.13 euros
per share will be distributed for the financial year
2021 totalling EUR 0.9 million. After the dividend
the parent company’s distributable funds will be
EUR 0.8 million. More information on the change
of treasury shares during the financial year 2021
and 2020 has been presented in Note 19.
*The dividend distribution realized in 2021 is
presented in the comparison year 2020, that
was higher than presented in the financial state-
ments for 2020 due to the transfer of own shares
during 2021.
PARENT COMPANY’S DISTRIBUTABLE FUNDS:
EUR 31.12.2021 31.12.2020
Fund for invested non-restricted equity 676 051 676 051
Treasury shares -342 575 -360 045
Retained earnings from previous years 293 363 471 370
Net result for the period 1 035 774 628 808
Distributable funds total
1 662 614 1 416 184
- dividend to be distributed* -880 148 -812 444
Funds left in retained earnings*
782 466 603 740
EUR 31.12.2021 31.12.2020
Shares total 6 907 628 6 907 628
- Treasury shares held -137 260 -144 260
Shares which are paid dividend
6 770 368 6 763 368
x Dividend per share (EUR) 0.13 0 .12
Dividends total (EUR)*
880 148 812 444
Wulff Annual Report 2021 91
21. LONGTERM AND SHORTTERM FINANCIAL LIABILITIES
Book value Payment schedule (years):
EUR 1000 31.12.2021 2022 2023 2024 2025 2026
Later
Long-term financial liabilities:
Loans from financial institutions 8 839 2 108 1 961 1 912 1 410 1 448
Lease agreement liabilities 927 510 326 90 - -
Long-term financial liabilities total
9 765 2 618 2 287 2 002 1 410 1 448
Short-term financial liabilities:
Credit facility -
Loans from financial institutions 2 166
Lease agreement liabilities 886
Short-term financial liabilities total
3 052
PAYMENT SCHEDULE FOR THE FINANCIAL LIABILITIES
The Group’s bank loans are based on variable in-
terest rates and their fair values correspond to their
carrying amounts in the balance sheet. The bank
loans’ average interest rate based on mainly short
market interest rates, was approximately 2.2% at
the end of 2021 (2.0).
To finance the acquisition of Wulff Solutions, Wulff
Group Plc took out a EUR 6.8 million senior finan-
cial loans, which will be repaid within 5 years.
Two of the loans from financial institutions, approx-
imately EUR 2.3 million, were withdrawn in Swed-
ish crowns to finance the Swedish contract sales
premises acquisition. Of these EUR 0.3 million
(0.3) are due within a year, EUR 1.2 million (1.3)
are due within 1-5 years and EUR 0.8 million (1.0)
are due after 5 years from the reporting date.
EUR 1000 Jan 1, 2021 Cash flow
Foreign
exchange
difference
Fair value
change Other change
Dec 31,
2021
Long-term interest-bearing liabilities 4 514 5 635 43 - -1 354 8 839
Short-term interest-bearing liabilities 2 888 -2 033 6 - 1 305 2 166
Total
7 403 3 602 49 - -49 11 005
CHANGES IN INTERESTBEARING LIABILITIES
EUR 1000 Jan 1, 2020 Cash flow
Foreign
exchange
difference
Fair value
change Other change
Dec 31,
2020
Long-term interest-bearing liabilities 4 972 -451 -89 - 82 4 514
Short-term interest-bearing liabilities 2 539 343 -14 - 21 2888
Total
7 511 -109 -103 - 103 7 403
CHANGES IN INTERESTBEARING LIABILITIES
92 Wulff Annual Report 2021
21. LONGTERM AND SHORTTERM FINANCIAL LIABILITIES
Fair values of the financial liabilities measured at amortised cost
This fair value hierarchy presents the valuation methods for different financial
instruments:
December 31, 2021, EUR 1000 Total Level 1 Level 2 Level 3
Loans from financial institutions 11 004 11 004
Credit facility - -
Lease agreement liabilities 1 813 1 813
Total
12 817 0 0 12 817
December 31, 2020, EUR 1000 Total Level 1 Level 2 Level 3
Loans from financial institutions 5 524 5 524
Credit facility 1 878 1 878
Lease agreement liabilities 1 263 1 263
Total
8 665 0 0 8 665
FAIR VALUE HIERARCHY LEVELS
The fair values of the financial liabilities on the
hierarchy level 1 are based on quoted market
prices of similar financial instruments traded
in an active market. Currently there are no
financial liabilities on level 1.
The fair values of the financial liabilities on the
hierarchy level 2 are based on other price
information than quoted market prices for a
significant part of the valuation. This informa-
tion is supported by observable market inputs
either directly (i.e. prices) or indirectly (i.e.
derived from prices). Currently there are no
financial liabilities on level 2.
The fair values of the financial liabilities on
the hierarchy level 3 are calculated using a
valuation technique based on assumptions
that are not supported by available observ-
able market data. For example management
estimates are utilized in generally accepted
valuation models of the financial instruments
on the level 3. Majority of the Group’s loans
are based on variable interest rates and
mainly the interest is based on e.g. euribor
market interests of 3 months and thus the
loans’ fair values are seen to correspond with
their original book value.
The fair value hierarchy level, into which
the entire financial instrument is classified,
is determined based on the lowest-hierar-
chy-level information being significant for the
valuation of that particular financial asset or
liability. The significance of the information is
estimated considering the financial instrument
in its entirety.
No significant transfers between the hierarchy
levels took place during the financial period.
Wulff Annual Report 2021 93
22. FINANCIAL RISK AND CAPITAL MANAGEMENT
Wulff Group’s internal and external financing and
financial risk management are mainly handled
by the parent company. Group companies with
non-controlling minority shareholders may make
more independent financial decisions but always
within the limits defined by the Group’s Board.
The Board of Directors determines the principles
of financial risk management in order to minimise
the effects that price fluctuations in the financial
markets, as well as other uncertainty factors may
have on result, balance sheet and cash flow.
Financial risks include currency risks, interest rate
risks, liquidity risks and credit risks managed in
each subsidiary.
CURRENCY RISKS
Approximately 2/3 of the Group’s sales are
made in euros and the rest is made in Swedish,
Norwegian and Danish crowns. In terms of
import, the exposure to currency risks affects
especially the currency risks of Wulff Supplies
subgroup through changes between Swe-
den and Norway. The Group has only minor
transactions in other currencies than euros and
Nordic currencies. Short- and long-term loans
by currencies are presented in Note 21 of the
consolidated financial statements. The Group
does not practice any speculative hedging. No
separate hedging measures against currency
risks are taken. Conversion of other than euro
currency transactions to local bookkeeping
currency euro poses currency exchange risk
and the fluctuation of the currencies affect the
Group’s net result and financial position. A
decrease of 10% in Swedish and Norwegian
crowns financial year’s average exchange rate
and financial year’s ending rate would have
decreased the financial year’s operating profit
by EUR 163 thousand (151) and net profit and
therefore equity by EUR 161 thousand (107). In
addition the translation risk impacts the balance
sheet value. The aforementioned 10% decrease
of currency rates would have increased the
change in translation difference and decreased
the balance sheet value by approximately EUR
289 thousand (290).
INTEREST RATE RISKS
The Group is exposed to interest rate risk due to
loans from financial institutions and bank account
limit facilities tied with variable and fixed interest
rates. Changes in market rates impact directly
the Group’s interest payments in the future. More
information on the interest rates of the Group’s
interest-bearing liabilities is presented in Note
10 of the consolidated financial statements. The
Group does not make any speculative interest
rate agreements and to date, no interest rate
swaps have been utilized for managing interest
rate risks. One percentage point increase of the
interest rates in 2021 would have resulted in 62
thousand euros (55) higher interest expenses,
hence 62 thousand euros (55) lower equity and
a 0.1 percentage point (0.1) lower equity ratio.
LIQUIDITY RISKS
Group companies operate with their own cash
flows and if necessary, they are funded also with
the Group’s internal financing. In order to ensure
good liquidity, the Group emphasises the subsidi-
aries’ independence in the management of oper-
ating cash flow and working capital. Liquidity risk
is managed on the group level with Group bank
account arrangements in Finland and Scandina-
via. Continuous supervision is used to assess and
monitor the financing needed for the subsidiaries’
operations. The availability and flexibility of
financing is ensured with bank account credit
limits. On December 31, 2021 the unused credit
limits totalled EUR 5.5 million (3.6) in Finland. The
maturity of loans is presented in Note 21.
CREDIT AND DEFAULT RISKS
The uncertainties relating to the general eco-
nomic development especially due to the Covid
19 pandemic has emphasized the importance of
monitoring the credit and default risks associated
with customers and other counterparties. The
subsidiaries manage their customers’ credit anal-
yses and active credit control independently.
Together with the local company management,
the subsidiaries’ working capital management
and related risks are monitored also on segment
and group level. The Group’s sales receivables
consist of an extensive customer base, and most
of the annual sales volume is from well-known
and solvent customers. Wulff Soluitons, which
was acquired on May 3, 2021, manages its
credit risk by credit guarantees in addition to
others methods. Since the financial year 2020,
the spread of the pandemic was prevented by
restrictions on traveling and gathering, which
had a broad impact on customer operations.
The increased credit loss risk of trade receiva-
bles due to the pandemic has been assessed in
accordance with IFRS 9 at the time of reporting,
based on an estimate of future credit losses on
open trade receivables at the reporting date.
The risk management policy of each company
defines the credit risks and credit worthiness re-
quirements, as well as the terms of delivery and
payment. Credit risk monitoring is primarily the
responsibility of the subsidiaries’ management,
while the parent company’s financial manage-
ment monitors regularly the compliance with the
risk management principles and examines the
efficiency of the centralised own collection op-
erations and the outsourced collection partner.
Traditionally the group companies’ credit losses
have been small in relation to their net sales.
Aging analysis of sales receivables is present-
ed in Note 17 of the consolidated financial
statements.
CAPITAL MANAGEMENT
Wulff Group’s capital structure management aims
to ensure and improve the operating conditions of
the group companies and to increase the Group’s
shareholder value in a sustainable, optimal way.
The Group’s capital structure is evaluated by
monitoring the development in equity ratio where
the long-term target is approximately 40 percent.
Group companies operate with their own cash
flows and if necessary, they are funded also
with the Group’s internal financing. The Group
emphasises the subsidiaries’ independence in the
management of operating cash flow and working
capital. The Group Finance controls centrally the
group companies’ working capital management.
The Group Finance takes centrally care of the
external loan financing and agrees on the loans’
repayment schedules with the financiers.
A part of the Group’s loan agreements include
covenants, according to which the equity ratio
shall be 35.0% at minimum and the interest-
bearing debt/EBITDA ratio shall be 3.5 at maxi-
mum in the end of each financial year. At the end
of financial year 2021 there were no covenant
breaches.
94 Wulff Annual Report 2021
23. LONG AND SHORTTERM NONINTERESTBEARING LIABILITIES
LONGTERM NONINTERESTBEARING LIABILITIES
Non-interest-bearing liabilities recognized at fair value
EUR 1000 2021 2020
Due over a year 225 421
Total
225 4 21
The additional purchase price of the Mavecom
Palvelut Oy acquisition on August 14, 2018
will be paid in cash based on the profitability
of the company of financial years 2018-2022.
The additional purchase price has been valued
at the discounted fair value according to the
financial years 2018-2021 profitability and the
estimated profitability of financial year 2022.
The fair value has been discounted using the
Group’s external margin on additional financ-
ing loans according to the additional purchase
price payment posts. The additional purchase
price due one year after the reporting period is
presented in the other current liabilities.
The additional purchase price is a non-interest
bearing external loan of level 3 as presented
in notes to the accounts 21, which fair value is
based on other than publicly observable mar-
ket data, for example management’s estimates
and their use in generally accepted valuation
models.
SHORTTERM NONINTERESTBEARING LIABILITIES
Trade payables and advance payments
EUR 1000 2021 2020
Trade payables 9 646 4 995
Exhibition advances from customer contracts 1 228 1 349
Total
10 8 74 6 344
Workplace products and services' acquisition
volume increased in 2021 due to the acquisi-
ton of Wulff Solutions to the Contract Custom-
ers segment on May 3, 2021.
Advances 1 228 thousand euros are advances
according to the customer contracts of future
exhibitions after the reporting period. The
Exhibition contracts total for event after year-
end 31.12.2021 was 1 576 thousand euros (1
448), of which 1 228 thousand euros (1 349)
were invoiced and presented as advances
from customer contracts.
Wulff Annual Report 2021 95
23. LONG AND SHORTTERM NONINTERESTBEARING LIABILITIES
OTHER CURRENT LIABILITIES
EUR 1000 2021 2020
Value added tax liabilities 2 179 1 060
Additional purchase price 19 5 192
Other current liabilities 599 547
Other current liabilities total
2 972 1 799
ACCRUED INCOME AND EXPENSES
EUR 1000 2021 2020
Accruals for employee benefits 3 532 2 024
Income tax liabilities 449 358
Interest accruals 43 13
Sales accruals 9 45
Other accruals 1 605 1 242
Accrued income and expenses total
5 638 3 681
MATURITY OF SHORTTERM NONINTEREST
BEARING LIABILITIES
EUR 1000 2021 2020
Due within one month 12 949 7 936
Due 1 month to 6 months 5 486 3 043
Due from 6 months to 1 year 1 004 781
Due from 1 year to 5 years 44 65
Total
19 484 11 8 2 5
96 Wulff Annual Report 2021
24. COMMITMENTS
EUR 1000 2021 2020
Mortgages and guarantees on own behalf
Business mortgage for the Group's loan liabilities 8 050 8 050
Business mortgages, free 3 900 3 900
Subsidiary shares pledged as security for group companies' liabilities 15 090 8 510
Pledges and guarantees given for the group companies' off-balance sheet commitments - -
Subsidiary shares pledged as security for group
companies’ liabilities are presented here in their book
value in the parent company’s balance sheet and
they consist of Wulff Entre Oy (EUR 2 502 thousand),
Wulff Oy Ab (3 500), S Supplies Holding AB (1
097), Mutual Real Estate Company Kilonkallio1 (1
556), and Wulff Finland Oy (6 435). Guarantees will
be lost if external bank loans fall due.
Rent agreements have been presented on the group
balance sheet accoring to the IFRS 16 Lease agree-
ments -standard.
Wulff Group Plc has pledged the Wulff Supplies AB’s
loan from Nordea to Nordea raised on 9.1.2019.
The rents expensed during the financial year are
presented in Note 8.
Wulff Annual Report 2021 97
25. RELATED PARTY INFORMATION
SUMMARY OF BOARD MEMBERS’ BENEFITS TOTAL
EUR 1000 2021 2020
Board members' salaries and fees
Kari Juutilainen 4/2018- Chairman of the Board 4/2019- 15 15
Jussi Vienola 4/2018- 15 15
Kristina Vienola 4/2018- 15 15
Lauri Sipponen 4/2020- 15 11
Ari Pikkarainen, Chairman of the Board 9/2017-4/2019 and member -4/2020 - 5
Board members' benefits total
60 61
Group’s related parties consist of parent company’s Board of Directors and Group Executive Board members.
The Group’s parent and subsidiary relationships have been presented in Note 26. The Group does not have any investments in associates or joint ventures.
SUMMARY OF GROUP EXECUTIVE BOARD’S EMPLOYMENT BENEFITS
EUR 1000 2021 2020
Salaries and other short-term remuneration 659 731
Fringe Benefits 22 36
Bonuses 60 56
Other long-term remuneration, additional pension benefits 35 36
Share-based incentives 23 -
Group Executive Board's employee benefits total
799 859
98 Wulff Annual Report 2021
REMUNERATION OF THE BOARD
According to the Company’s Articles of Associ-
ation, the Annual General Meeting determines
the remuneration of the Board Members. The
fees of the Board Members are paid in fixed
amounts of cash. In 2021 and 2020 a monthly
fee of EUR 1,250 was paid to the Chairman of
the Board and Board Members.
The Group has not granted loans, guarantees or
other contingencies to the Board Members.
REMUNERATION OF THE GROUP
CEO
The Board determines the Group CEO’s remu-
neration and other contractual issues. The Group
CEO is entitled to statutory pension. Pension age
and additional pension benefits have not been
determined in the Group CEO contracts.
The Board appointed Elina Pienimäki as the
Wulff Group Plc CEO on September 17, 2019
and she started in her position on September
30, 2019. In 2021, the remuneration of CEO
Elina Pienimäki consisted of monetary wages
Sales and purchases with the related parties consist of normal, market-priced transactions with the non-
group companies under control of influence of the Board members or top management. The purchases
from related parties include communication and marketing director service EUR 81 thousand (69).
The Group had no loan receivable from a company under influence of a related party at year-end
2021 or 2020.
In addition to this, the Group Companies have made payments to each other for e.g. products and ser-
vices. These internal income and expenses have been eliminated within the Group Financial Statements
according to the ordinary group consolidation regulations.
BUSINESS TRANSACTIONS WITH RELATED PARTIES
EUR 1000 2021 2020
Sales to related parties 186 76
Purchases from related parties 114 14 6
and fringe benefits of the amount of EUR 168
thousand (145) and share-based incentives
EUR 23 thousand. The Board of Directors
decided to establish a short- and long-term
incentive scheme for CEO Elina Pienimäki on
February 22, 2021. The programme is estab-
lished within the framework of the remunera-
tion policy approved by the Annual General
Meeting on 23 April 2020. The programme
aims to promote the implementation of the
company’s strategy and its long-term profitabili-
ty. The Board of Directors decided that the CEO
is entitled to a short-term incentive for 2021,
depending on the development of the adjusted
operating profit and share price in 2021. The
maximum amount of the remuneration is 10,000
Wulff Group Plc shares. The Board of Directors
decided that the CEO is entitled to a long-term
incentive for the period between January 1,
2021 and December 31, 2023, depending on
the development of the share price during the
period in question and the CEO’s shareholdings
on December 31, 2023. The maximum amount
of the remuneration is 30,000 Wulff Group Plc
shares. The remuneration to be paid through the
scheme is equal to the value of a maximum of
40,000 shares in Wulff Group Plc (excluding
indirect wage costs). On February 22, 2021 the
Board of Directors decided to issue 7,000 of the
company's own shares to the CEO as remuner-
ation for 2020.
The Group CEO is entitled to bonus holiday
pay and to a bonus scheme to be determined
later. The period of notice is three months from
the Group CEO side and six months from the
company’s side. In case the company resigns
the Group CEO contract one-sidedly the Group
CEO is entitled to a severance payment equal
to three months salary.
REMUNERATION OF SENIOR
MANAGEMENT
Remuneration of senior management consists of
salaries paid in cash, fringe benefits, addi-
tional pensions, annually-determined perfor-
mance-based bonuses and possible share-
based incentives. Bonuses paid in addition to
fixed monthly salaries are based on financial
performance and the person’s individual
goal-setting. No share-based incentives were
paid in 2021 or 2020.
The Group CEO determines the contractual
terms, salaries and possible other benefits and
incentives of the Executive Board Members. The
remuneration of the Group Executive Board is
presented in the attached table. In 2021 and
2020, the Group Executive Board consisted of
Trond Fikseaunet, Elina Hanén, Tarja Törmänen,
Veijo Ågerfalk, Tomi Hilvo from August 3, 2020
to July 26, 2021, and Ninni Arion until August 3,
2020, and Group CEO Elina Pienimäki.
Of the Executive Board members, Tarja Törmä-
nen’s communication and marketing director
service is obtained as a outsourced service and
during 2021, the service costs amounted to EUR
81 thousand (69). The outsourced service is
included in other operating expenses and has
been presented also in the note for Related Party
transactions.
Wulff Annual Report 2021 99
26. GROUP COMPANIES
Companies by countries Operating segment Group's ownership and
voting rights %
Parent company's
ownership and voting
rights %
1. Parent company Wulff Group Plc , Finland Group Services
Subsidiaries in Finland:
2. Mutual Real Estate Company Kilonkallio 1 Group Services 100% 100%
3. Mavecom Palvelut Oy Contract Customers 100% 100%
4. Naxor Finland Oy Expertise Sales 75% 0%
5. Naxor Holding Oy Expertise Sales 75% 75%
6. Talouspalvelut Helmitaulu Oy Contract Customers 100% 0%
7. Wulff Entre Oy Contract Customers 100% 100%
8. Wulff Finances Oy Group Services 100% 100%
9. Wulff Finland Oy Contract Customers 100% 100%
10. Wulff Leasing Oy Group Services 100% 0%
11. Wulff Oy Ab Contract Customers 100% 100%
12. Wulff Soluitons Oy Contract Customers 100% 0%
Subsidiaries in Sweden:
13. Wulff Beltton AB Expertise Sales 75% 25%
14. Wulff Solutions AB Expertise Sales 75% 0%
15. S Supplies Holding AB Contract Customers 87% 87%
16. Wulff Supplies AB Contract Customers 87% 0%
Subsidiaries in Norway:
17. Beltton AS Expertise Sales 80% 60%
18. Wulff Supplies AS Contract Customers 87% 0%
Subsidiaries in Denmark:
19. Wulff Supplies A/S Contract Customers 87% 0%
100 Wulff Annual Report 2021
PARENT COMPANY’S FINANCIAL STATEMENT, FAS
Wulff Annual Report 2021
PARENT COMPANY’S INCOME STATEMENT, FAS
EUR Note Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020
Net sales 2 371 872.12 327 190.00
Other operating income 3 178 419.97 171 500.76
Personnel expenses 4 -588 058.47 -446 486.84
Other operating expenses 5 -243 460.85 -241 966.95
Depreciation and amortization according to plan 6 -159 007.43 -160 541.00
Operating profit/loss
-440 234.66 -350 304.03
Financial income 7 1 343 917.55 328 218.66
Financial expenses 7 -398 389.10 -369 263.40
Profit/Loss before appropriations
505 293.79 -391 348.77
Appropriations 8 509 923.02 1 169 796.64
Profit/Loss before taxes
1 015 216.81
778 447.87
Income taxes 9 20 557.36 -149 640.03
Net profit/loss for the period 1 035 774.17 628 807.84
102 Wulff Annual Report 2021
PARENT COMPANY'S BALANCE SHEET, FAS
EUR Note Dec 31, 2021 Dec 31, 2020
ASSETS
FIXED ASSETS
Intangible assets
Trademarks 10 1 500 000.00 1 650 000.00
Tangible assets
Machinery and equipment 10 5 176.83 5 944.94
Other tangible assets 10 51 982.68 58 763.04
Investments
Shares in Group companies 11 16 755 110.02 10 265 264.91
Non-current receivables
Non-current receivables from Group companies 12 4 431 067.15 5 266 892.54
Deferred tax receivables 9 30 382.15 9 824.79
TOTAL FIXED ASSETS
22 773 718.83 17 256 690.22
CURRENT ASSETS
Current receivables
Trade receivables 36 641.92 48 484.00
Receivables from Group companies 12 625 579.97 1 327 213.11
Prepaid expenses and accrued income 13 47 465.41 10 253.60
Current receivables total
709 687.30 1 385 950.71
Cash and cash equivalents 14 339 111.03 688.02
TOTAL CURRENT ASSETS 1 048 798.33 1 386 638.73
TOTAL ASSETS 23 822 517.16 18 643 328.95
PARENT COMPANY’S BALANCE SHEET, FAS
EUR Note Dec 31, 2021 Dec 31, 2020
EQUITY AND LIABILITIES
SHAREHOLDERS´ EQUITY
Share capital 15 2 650 000.00 2 650 000.00
Share premium fund 15 7 889 591.50 7 889 591.50
Treasury shares 15 -342 574.65 -360 045.29
Invested unrestricted equity fund 15 676 051.20 676 051.20
Retained earnings 15 293 363.12 471 370.08
Net profit for the financial year 15 1 035 774.17 628 807.84
TOTAL SHAREHOLDERS´ EQUITY 15 12 202 205.34 11 955 775.33
EUR Note Dec 31, 2021 Dec 31, 2020
LIABILITIES
Non-current liabilities
Loans from credit institutions 16 6 856 683.54 2 184 342.94
Other non-interest bearing liabilities 17 224 628.92 449 257.84
Total Non-current liabilities
7 081 312.46 2 633 600.78
Current liabilities
Loans from credit institutions 16 1 875 159.40 2 495 750.94
Trade payables 26 259.35 24 116.33
Amounts owed to group companies 18 2 257 552.21 1 269 742.46
Other liabilities 17 214 378.87 203 655.36
Accrued liabilities and deferred income 19 165 649.53 60 687.75
Total current liabilities
4 538 999.36 4 053 952.84
TOTAL LIABILITIES 11 620 311.82 6 687 553.62
TOTAL EQUITY AND LIABILITIES 23 822 517.16 18 643 328.95
Wulff Annual Report 2021
PARENT COMPANY’S BALANCE SHEET, FAS
EUR Note Dec 31, 2021 Dec 31, 2020
EQUITY AND LIABILITIES
SHAREHOLDERS´ EQUITY
Share capital 15 2 650 000.00 2 650 000.00
Share premium fund 15 7 889 591.50 7 889 591.50
Treasury shares 15 -342 574.65 -360 045.29
Invested unrestricted equity fund 15 676 051.20 676 051.20
Retained earnings 15 293 363.12 471 370.08
Net profit for the financial year 15 1 035 774.17 628 807.84
TOTAL SHAREHOLDERS´ EQUITY 15 12 202 205.34 11 955 775.33
EUR Note Dec 31, 2021 Dec 31, 2020
LIABILITIES
Non-current liabilities
Loans from credit institutions 16 6 856 683.54 2 184 342.94
Other non-interest bearing liabilities 17 224 628.92 449 257.84
Total Non-current liabilities
7 081 312.46
2 633 600.78
Current liabilities
Loans from credit institutions 16 1 875 159.40 2 495 750.94
Trade payables 26 259.35 24 116.33
Amounts owed to group companies 18 2 257 552.21 1 269 742.46
Other liabilities 17 214 378.87 203 655.36
Accrued liabilities and deferred income 19 165 649.53 60 687.75
Total current liabilities
4 538 999.36
4 053 952.84
TOTAL LIABILITIES 11 620 311.82 6 687 553.62
TOTAL EQUITY AND LIABILITIES 23 822 517.16 18 643 328.95
PARENT COMPANY CASH FLOW STATEMENT
EUR 1000 Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020
CASH FLOW FROM OPERATIONS:
Payments received from sales 405 362
Payments received from other operating income 178 172
Amounts paid for operating expenses -620 -1 172
CASH FLOW FROM BUSINESS OPERATIONS BEFORE FINANCIAL ITEMS AND TAXES
-36 -638
Interests and other financial costs paid -130 - 13 7
Interest received from operations 234 251
Dividend received from operations
1 090 -
CASH FLOW FROM OPERATIONS
1 158 -523
CASH FLOW FROM INVESTMENT ACTIVITIES:
Investments in intangible and tangible assets -2 -1
Acquisition of shares in subsidiaries - 6 627 - 216
Loans granted 1 208 932
Loan receivables repaid 808 450
CASH FLOW FROM INVESTMENT ACTIVITIES
-4 612
1 166
CASH FLOW FROM FINANCIAL ACTIVITIES:
Dividend distribution paid - 812 -744
Purchase of own shares - -100
Changes in the shares of minority shareholders -54 -
Group contributions received 1 170 283
Group balance accounts (net) - 2 214 19 5
Withdrawals of long-term loans 6 800 -
Repayments of long-term loans -1 096 -289
CASH FLOW FROM FINANCIAL ACTIVITIES 3 793 -656
CHANGE IN CASH AND CASH EQUIVALENTS 338 -13
CASH AND CASH EQUIVALENTS ON JANUARY 1 1 14
CASH AND CASH EQUIVALENTS ON DECEMBER 31 339 1
104 Wulff Annual Report 2021
NOTES TO THE PARENT COMPANY’S FINANCIAL STATEMENTS
Wulff Annual Report 2021
1. ACCOUNTING PRINCIPLES
Wulff Group Plc’s financial statements are prepared in accordance with the Finnish account-
ing legislation whereas the consolidated financial statements are prepared according to IFRS
standards. The accounting principles applied in the consolidated financial statements are
described in the notes of the consolidated financial statements.
All figures are presented as thousands of euros and have been rounded to the nearest thou-
sand euros. Therefore the total sums do not necessarily fully reconcile to the sum of individual
figures.
Statutory pensions are taken care of in an external pension company and pensions are
expensed when incurred.
Income taxes are booked based on the Finnish tax and accounting regulations.
2. NET SALES
Net sales consist of sales income deducted by value added taxes and discounts. Service
income is recognized upon the delivery of the service. Parent company’s net sales consist of
only administrational services in Finland.
3. OTHER OPERATING INCOME
EUR 1000 2 021 2020
Rental income 12 6 12 6
Other 53 46
Total
178 172
Non-current intangible and tangible assets are valued in their acquisi-
tion prices deducted by depreciations according to plan.
THE AMORTIZATION AND DEPRECIATION TIMES ACCORDING
TO PLAN ARE:
Trademarks: 20 year straight-line basis
IT equipment: 3 years straight-line basis
Other machines and equipment: 3-8 years straight-line basis
Other tangible assets: 5-10 years straight-line basis
106 Wulff Annual Report 2021
4. PERSONNEL EXPENSES
Information about the management’s
employment benefits and loans is pre-
sented in Note 25 of the Consolidated
Financial Statements. Information on
related party shareholdings is present-
ed under Board and management.
EUR 1000 2 021 2020
Salaries, wages and fees 470 376
Pension expenses 86 66
Other personnel expenses 9 5
Share-based incentives 23 -
Total
588 446
5. OTHER OPERATING EXPENSES
EUR 1000 2 021 2020
Travel and car expenses 4 4
ICT expenses 11 14
Marketing, PR and entertainment expenses 67 51
Fees to auditors * 8 8
Bank expenses 63 67
Other 91 97
Total
243 242
* Fees to auditors:
EUR 1000 2 021 2020
Audit 8 8
Tax services - -
Other services - -
Total
8 8
Average number of employees in accounting period 3 3
Personnel at the end of period 3 3
Wulff Annual Report 2021
6. AMORTIZATION AND DEPRECIATION
DURING THE FINANCIAL YEAR
EUR 1000 2 021 2020
Amortization of intangible assets:
Trademarks 15 0 15 0
Total amortization of intangible assets
15 0 15 0
Depreciation of tangible assets:
Machinery and equipment 9 11
Total depreciation of tangible assets
9 11
Total amortization and depreciation 159 161
7. FINANCIAL INCOME AND
EXPENSES
EUR 1000 2 021 2020
Financial income:
Dividends from group companies 1 090 -
Other interest and financial income from
group companies
251 272
Other interest and financial income from others 3 56
Total
1 344 328
Financial expenses:
Interest expenses to group companies -148 -75
Interest expenses to others -206 -108
Foreign exchange losses - 31 - 21
Other financial expenses - 14 -166
Total
-398 -369
Financial income and expenses total 946 -41
8. APPROPRIATIONS
EUR 1000 2 021 2020
Appropriations: group contributions received 510 1 170
Total
510 1 170
9. INCOME TAXES
EUR 1000 2 021 2020
Change in deferred tax asset 21 -150
Total
21 -150
INCOME TAXES IN THE INCOME STATEMENT:
EUR 1000 2 021 2020
Deferred tax receivables 30 10
INCOME TAXES IN THE BALANCE SHEET:
108 Wulff Annual Report 2021
10. INTANGIBLE AND TANGIBLE ASSETS
2 021
Trademarks Intangible assets total Other tangible assets Machinery and equipment Tangible assets total
Acquisition cost, Jan 1 3 000 3 000 67 18 4 2 51
Additions 2 2
Disposals - 177 -177
Acquisition cost, Dec 31
3 000 3 000 67 9 76
Accumulated depreciation and impairment, Jan 1 -1 350 -1 350 -8 - 178 -187
Depreciation during the period -150 -150 -7 -2 -9
Disposals' cumulative depreciations 177 17 7
Accumulated depreciation and impairment, Dec 31
-1 500
-1 500
- 15 -4
- 19
Book value, Jan 1 1 650 1 650 59 6 65
Book value, Dec 31 1 500 1 500 52 5 57
2020
Trademarks Intangible assets total Other tangible assets Machinery and equipment Tangible assets total
Acquisition cost, Jan 1 3 000 3 000 67 18 3 250
Additions 1 1
Acquisition cost, Dec 31
3 000 3 000 67 18 4 2 51
Accumulated depreciation and impairment, Jan 1 -1 200 -1 200 -2 -175 - 176
Depreciation during the period -150 -150 -7 -4 - 11
Accumulated depreciation and impairment, Dec 31
-1 350
-1 350
-8 - 178
- 187
Book value, Jan 1 1 800 1 800 66 9 74
Book value, Dec 31 1 650 1 650 59 6 65
Wulff Annual Report 2021
11. SHARES IN GROUP COMPANIES
EUR 1000 2 021 2020
Acquisition cost, Jan 1 14 529 14 529
Additions 6 490 -
Acquisition cost, Dec 31
21 019 14 529
Accumulated depreciation and impairment, Jan 1 -4 264 -4 264
Accumulated depreciation and impairment, Dec 31 -4 264 -4 264
Book value, Jan 1 10 265 10 265
Book value, Dec 31 16 755 10 265
12. RECEIVABLES FROM GROUP COMPANIES
EUR 1000 2 021 2020
Non-current:
Capital loans 1 780 2 176
Other loans 2 651 3 091
Non-current receivables total
4 431 5 267
Current:
Trade receivables 55 4
Other receivables 60 107
Accrued income and expenses 510 1 217
Current receivables total
626 1 327
Receivables from group companies total 5 057 6 594
On May 3, 2021, Wulff Group Plc, acquired
workplace products and services expert Staples
Finland Oy, and its Finnish parent company
EMO Finland Oy for EUR 6.0 million.
110 Wulff Annual Report 2021
13. PREPAID EXPENSES AND
ACCRUED INCOME
EUR 1000 2 021 2020
Accruals for employee benefits 2 2
Other accruals 46 9
Total
47 10
14. CASH AND CASH
EQUIVALENTS
EUR 1000 2 021 2020
Carrying amount, Jan 1 1 14
Additions during the financial year 338 - 13
Total
339 1
15. EQUITY
EUR 1000 2 021 2020
Share capital as of Jan 1 2 650 2 650
Share capital as of Dec 31 2 650 2 650
Share premium fund as of Jan 1 7 889 7 889
Share premium fund as of Dec 31 7 889 7 889
Invested unrestricted equity fund as of Jan 1 676 676
Invested unrestricted equity fund as of Dec 31 676 676
Treasury shares as of Jan 1 -360 -260
Acquisitions of treasury shares*
- -100
Transfer of treasury shares*
17 -
Treasury shares as of Dec 31
-343 -360
Retained earnings from previous financial
years as of Jan 1
1 100 1 216
Dividend distribution - 812 -744
Transfer on treasury shares* 6 -
Retained earnings from previous financial
years as of Dec 31
293 4 71
Net profit for the financial year 1 036 629
Retained earnings total as of Dec 31
1 329 1 100
Equity total as of Dec 31 12 202 11 9 5 6
Distributable funds in euros as of Dec 31 31.12.2020 31.12.2020
Invested unrestricted equity fund 676 051.20 676 051.20
Treasury shares* -342 574.65 -360 045.29
Retained earnings from previous financial years 293 363.12 471 370.08
Net profit for the financial year 1 035 774.17 628 807.84
Distributable funds total
1 662 613.84 1 416 183.83
*During the financial year 2021 7,000 treasury shares were transferred in accordance with the decision
of the Board of Directors on February 22, 2021, of which more information is provided in Note 25 relatedparties.
In 2020 the Board of Directors of Wulff Group Plc decided to start buy back its own shares in accordance
with the authorization granted by the Annual General Meeting. The repurchases started on May 25, 2020 and ended on June 11, 2020. Wulff Group Plc repurchased 65,260 shares at the market price quoted
through public trading on NASDAQ OMX Helsinki, in accordance with the rules regarding the acquisition of company’s owns shares. The acquired shares are intended to be used to finance acquisitions and other
arrangements according to the company´s growth strategy. At the end of December 2021, the Group held 137,260 (144,260) own shares representing 2.0% (2.1) of the total number and voting rights of Wulff shares.
Wulff Annual Report 2021
15. EQUITY
EUR 1000 2 021 2020
Share capital as of Jan 1 2 650 2 650
Share capital as of Dec 31 2 650 2 650
Share premium fund as of Jan 1 7 889 7 889
Share premium fund as of Dec 31 7 889 7 889
Invested unrestricted equity fund as of Jan 1 676 676
Invested unrestricted equity fund as of Dec 31 676 676
Treasury shares as of Jan 1 -360 -260
Acquisitions of treasury shares*
-
-100
Transfer of treasury shares*
17
-
Treasury shares as of Dec 31
-343
-360
Retained earnings from previous financial
years as of Jan 1
1 100 1 216
Dividend distribution - 812 -744
Transfer on treasury shares* 6 -
Retained earnings from previous financial
years as of Dec 31
293
4 71
Net profit for the financial year 1 036 629
Retained earnings total as of Dec 31
1 329
1 100
Equity total as of Dec 31 12 202 11 9 5 6
Distributable funds in euros as of Dec 31 31.12.2020 31.12.2020
Invested unrestricted equity fund 676 051.20 676 051.20
Treasury shares* -342 574.65 -360 045.29
Retained earnings from previous financial years 293 363.12 471 370.08
Net profit for the financial year 1 035 774.17 628 807.84
Distributable funds total
1 662 613.84
1 416 183.83
16. INTERESTBEARING LIABILITIES
PAYMENT SCHEDULE FOR THE LOANS
Book value Payment schedule (years):
EUR 1000 Dec 31, 2021 2022 2023 2024 2025 2026 Later
Non-current
Loans from financial institutions 6 857 1 817 1 670 1 6 21 1 119 629
Total
6 857 1 817 1 670 1 621 1 119 629
Current
Loans from financial institutions 1 875 1 875
Total
1 875 1 875
17. OTHER LONGTERM AND SHORTTERM NONINTEREST BEARING
LIABILITIES
EUR 1000 2 021 2020
Other long-term non-interest bearing liabilities 225 449
Other short-term non-interest bearing liabilities* 19 5 192
Total
419 641
*The short-term portion of the additional purchase price is presented in other
short-term non-interest bearing liabilities.
On August 14, 2018, Wulff Group Plc ac-
quired the entire share capital of Mavecom
Palvelut Ltd that specializes in printing solutions.
The preliminary purchase price for the share
capital of Mavecom was approximately EUR
1.5 million. The purchase prices consisted of
directed share issue and additional price to be
paid in cash:
With the authorization granted by the Annual
General Meeting to the Board of Directors,
Wulff Group Plc carried out a directed share
issue of 300,000 shares to the owners of
Mavecom Palvelut Ltd. The value of the new
shares was approximately EUR 0.5 million.
The share subscription price corresponded
to the volume weighted average price of
the company’s shares quoted on NASDAQ
OMX Helsinki Ltd (”Helsinki Stock Exchange”)
between May 1, 2018 and July 31, 2018. The
directed share issue increased Wulff Group
Plc’s invested unrestricted equity by EUR 0.5
million.
The final additional purchase price of the
shares will be paid in cash based on the
profitability of Mavecom Palvelut Ltd’s business
during 2018-2022. No limit has been set for
the additional purchase price. The unpaid
portion of the estimated additional purchase
price is presented in non-interest-bearing long-
term liabilities EUR 0.2 million and in non-inter-
est-bearing short-term liabilities EUR 0.2 million.
During financial year 2021 EUR 192 thousand
(216) was paid in cash of the acquisition. The
additional purchase price is paid yearly on the
basis of the approved financial statements of
the subsidiary.
To finance the acquisition of Wulff Solutions, Wulff Group Plc took out a EUR 6.8 million senior financial loan, which will
be repaid within 5 years.
Loans from financial institutions include a short-term bank account credit limit.
112 Wulff Annual Report 2021
18. AMOUNTS OWED TO GROUP
COMPANIES
EUR 1000 2 021 2020
Accounts payable 12 5
Other short-term liabilities 2 246 1 265
Total
2 258 1 270
19. ACCRUED LIABILITIES AND
DEFERRED INCOME
EUR 1000 2 021 2020
Accruals for employee benefits 133 52
Interest accruals 33 9
Other accruals - -
Total
166 61
20. COMMITMENTS
EUR 1000 2 021 2020
Mortgages and guarantees on own behalf
Subsidiary shares pledged as security for own
liabilities
15 090 8 510
Own business mortgages given as quarantee for
own liabilities
5 600 5 600
Mortgages and guarantees on behalf of subsidiaries
Guarantees for the loans of subsidiaries 234 234
Pledges and guarantees given for the group
companies' off-balance sheet commitments
(rents, customs etc)
580 580
Subsidiary shares pledged as security for group’s liabilities are presented as book values
and they consist of Wulff Entre Oy (2 502 thousand euros), S Supplies Holding AB (1
097), Wulff Oy Ab (3 500), Mutual Real Estate Company Kilonkallio 1 (1 556) and Wulff
Finland Oy (6 435).
Wulff Group Plc has pledged the Wulff Supplies AB’s loan from Nordea to Nordea raised
on 9.1.2019. The loan was raised to acquire the subsidiary’s logistic center on 9.1.2019.
Wulff Annual Report 2021
EUR 1000 2 021 2020
Mortgages and guarantees on own behalf
Subsidiary shares pledged as security for own
liabilities
15 090 8 510
Own business mortgages given as quarantee for
own liabilities
5 600 5 600
Mortgages and guarantees on behalf of subsidiaries
Guarantees for the loans of subsidiaries 234 234
Pledges and guarantees given for the group
companies' off-balance sheet commitments
(rents, customs etc)
580 580
SIGNATURES TO THE FINANCIAL STATEMENTS AND
REPORT OF THE BOARD OF DIRECTORS
Signatures of the Board and Group CEO to the Financial Statements
Espoo, March 10, 2022
Elina Pienimäki
CEO
Kari Juutilainen Lauri Sipponen
Chairman of the Board Member of the Board
Jussi Vienola Kristina Vienola
Member of the Board Member of the Board
Auditor’s note
We have today submitted the report on the conducted audit.
Espoo, March 10, 2022
BDO Oy,
Authorized Public Accountant Firm
Juha Selänne
Authorized Public Accountant
114 Wulff Annual Report 2021
AUDITOR’S REPORT
(TRANSLATION OF THE FINNISH ORIGINAL)
To the Annual General Meeting of Wulff-
Yhtiöt Oyj
Report on the Audit of the Financial
Statements
Opinion
We have audited the financial statements
of Wulff-Yhtiöt Oyj (business identity
code 1454963-5) for the year ended 31
December, 2021. The financial statements
comprise the consolidated balance sheet,
income statement, statement of compre-
hensive income, statement of changes
in equity, statement of cash flows and
notes, including a summary of significant
accounting policies, as well as the parent
company’s balance sheet, income state-
ment, statement of cash flows and notes.
In our opinion
• the consolidated financial statements
give a true and fair view of the
group’s financial position, financial
performance and cash flows in ac-
cordance with International Financial
Reporting Standards (IFRS) as adopt-
ed by the EU
• the financial statements give a true
and fair view of the parent compa-
ny’s financial performance and finan-
cial position in accordance with the
laws and regulations governing the
preparation of financial statements
in Finland and comply with statutory
requirements.
Our opinion is consistent with the addi-
tional report submitted to the Board of
Directors.
Basis for Opinion
We conducted our audit in accordance
with good auditing practice in Finland.
Our responsibilities under good auditing
practice are further described in the Au-
ditor’s Responsibilities for the Audit of the
Financial Statements section of our report.
We are independent of the parent
company and of the group companies
in accordance with the ethical require-
ments that are applicable in Finland and
are relevant to our audit, and we have
fulfilled our other ethical responsibilities in
accordance with these requirements.
We have not provided to the parent
company and group companies other
services than audit services.
We believe that the audit evidence we
have obtained is sufficient and appropri-
ate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in
our professional judgment, were of most
significance in our audit of the financial
statements of the current period. These
matters were addressed in the context of
our audit of the financial statements as a
whole, and in forming our opinion there-
on, and we do not provide a separate
opinion on these matters.
We have also addressed the risk of man-
agement override of internal controls. This
includes consideration of whether there
was evidence of management bias that
represented a risk of material misstate-
ment due to fraud.
Key audit matter in the audit of the
group - Valuation of inventories
We refer to the Basis for Preparation of
the consolidated financial statements
and to the note 16 of the consolidated
financial statements.
The inventory balance in the consolidated
statement of financial position amounted
to EUR 13.4 million.
• Inventories are measured at the lower
of cost and net realizable value or
repurchase price in the financial
statements.
• The Group’s business and the nature
of industry in which the Group oper-
ates require maintaining a certain lev-
el of inventories and product range.
Inventories may include slow-moving
items. This also increases the risk that
the carrying amounts of inventory
items exceed their net realizable
values or repurchase price.
• This matter is a significant risk of ma-
terial misstatement referred to in EU
Regulation No 537/241, point (c) of
Article 10(2).
How our audit addressed the Key Audit
Matter
• We tested manual and automatic
controls designed to ensure the
accuracy of inventory pricing and
performed substantive procedures.
• Using data analytics, we compared
the products’ inventory values at
the year end to product revenues
received and reviewed possible
negative margins and the reasons to
the negative margins.
• We analyzed inventory turnover fig-
ures and the development in the slow
moving stock.
• We tested the adequacy of the write-
downs at the financial year end, for
example by comparing the develop-
ment of the amount of the stock items
with low turnover rates to the prior
year and by comparing products’
values to changed market values.
Key audit matter in the audit of the
group - Impairment of goodwill
We refer to the Basis for Preparation of
the consolidated financial statements and
to the note 15.
• The value of goodwill in the consol-
idated balance sheet amounted to
EUR 8.2 million.
• Goodwill is not amortized, but is
Wulff Annual Report 2021
tested annually for impairment. An im-
pairment loss is recognized when the
carrying amount of an asset exceeds
its recoverable amount.
• Determination of the key assumptions
in future cash flow forecasts under-
lying the impairment tests requires
management make judgements over
certain key inputs, for example dis-
count rate, growth rates and profita-
bility levels.
• This matter is a significant risk of ma-
terial misstatement referred to in EU
Regulation No 537/241, point (c) of
Article 10(2).
How our audit addressed the Key Audit
Matter
• We assessed the allocation basis,
i.e. the allocation of goodwill to the
tested cash-generating units complies
with the allocations principles defined
by the company.
• We evaluated the reliability of the
Group’s business plans and budg-
eting procedures and assessed the
historical accuracy of forecasts by
comparing the actual results for the
year 2021 with the forecasts made in
previous years.
• We involved our own valuation spe-
cialist when assessing the assumptions
used in determining the discount rate
to market and industry information.
• Furthermore, we considered the
accuracy of sensitivity analysis and
the appropriateness of the notes in
respect of impairment testing.
Key audit matter in the audit of the
parent company - Valuation of the
subsidiary shares and long-term
receivables
We refer to the Basis for Preparation of
the Consolidated financial statements
and the Notes to the Parent Company
financial statements 11, 12 and 15
.
• The equity of the parent company is
€ 12.2 million as of 31 December
2021, of which the distributable equity
amounts to € 1.7 million.
• A significant portion of the parent
company’s assets consist of invest-
ments in the subsidiaries. The subsid-
iary shares and long –term loan re-
ceivables amount to € 21.2 million as
of 31 December 2021. The valuation
of these investments has a material
impact when calculating the parent
company’s distributable equity.
• According to the Finnish Bookkeeping
Act, if the fair value of the long–term
investment is evaluated to be perma-
nently lower than the book value, the
difference must be written down.
• Cash-flow based impairment tests
are provided also for the subsidiary
shares.
• Determination of the key assumptions
in future cash flow forecasts under-
lying the impairment tests requires
management to make judgements
over certain key inputs, for example
discount rate, growth rates and profit-
ability levels.
How our audit addressed the Key Audit
Matter
• We evaluated the reliability of the
Group’s budgeting procedures and
assessed the historical accuracy of
forecasts by comparing the actual
results for the year 2021 with the
forecasts made in previous years.
• We involved our own valuation spe-
cialist when assessing the assumptions
used in determining the discount rate
to market and industry information.
• We assessed the assumptions used in
the valuation of the subsidiary shares
and long-term receivables to market
and industry information.
• We analyzed the valuation of the
subsidiary shares and long-term re-
ceivables compared to subsidiaries’
equities and EBIT.
Responsibilities of the Board of Direc-
tors and the Managing Director for
the Financial Statements
The Board of Directors and the Man-
aging Director are responsible for the
preparation of consolidated financial
statements that give a true and fair view in
accordance with International Financial
Reporting Standards (IFRS) as adopted
by the EU, and of financial statements that
give a true and fair view in accordance
with the laws and regulations governing
the preparation of financial statements in
Finland and comply with statutory require-
ments. The Board of Directors and the
Managing Director are also responsible
for such internal control as they determine
is necessary to enable the preparation
of financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
Board of Directors and the Managing
Director are responsible for assessing the
parent company’s and the group’s ability
to continue as going concern, disclosing,
as applicable, matters relating to going
concern and using the going concern ba-
sis of accounting. The financial statements
are prepared using the going concern
basis of accounting unless there is an
intention to liquidate the parent company
or the group or cease operations, or there
is no realistic alternative but to do so.
Auditor’s Responsibilities for the
Audit of Financial Statements
Our objectives are to obtain reasonable
assurance on whether the financial state-
ments as a whole are free from material
misstatement, whether due to fraud or
error, and to issue an auditor’s report
that includes our opinion. Reasonable
assurance is a high level of assurance, but
is not a guarantee that an audit conduct-
ed in accordance with good auditing
practice will always detect a material
misstatement when it exists. Misstate-
ments can arise from fraud or error and
are considered material if, individually
or in aggregate, they could reasonably
be expected to influence the economic
decisions of users taken on the basis of
the financial statements.
As part of an audit in accordance with
good auditing practice, we exercise
professional judgment and maintain pro-
fessional skepticism throughout the audit.
We also:
• Identify and assess the risks of
material misstatement of the financial
statements, whether due to fraud
or error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is
116 Wulff Annual Report 2021
sufficient and appropriate to provide
a basis for our opinion. The risk of
not detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal
control relevant to the audit in order
to design audit procedures that are
appropriate in the circumstances,
but not for the purpose of expressing
an opinion on the effectiveness of
the parent company’s or the group’s
internal control.
• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting esti-
mates and related disclosures made
by management.
• Conclude on the appropriateness
of the Board of Directors’ and the
Managing Director’s use of the going
concern basis of accounting and
based on the audit evidence ob-
tained, whether a material uncertainty
exists related to events or conditions
that may cast significant doubt on the
parent company’s or the group’s abil-
ity to continue as a going concern. If
we conclude that a material uncer-
tainty exists, we are required to draw
attention in our auditor’s report to the
related disclosures in the financial
statements or, if such disclosures are
inadequate, to modify our opinion.
Our conclusions are based on the
audit evidence obtained up to the
date of our auditor’s report. However,
future events or conditions may cause
the parent company or the group to
cease to continue as a going con-
cern.
• Evaluate the overall presentation,
structure and content of the financial
statements, including the disclosures,
and whether the financial statements
represent the underlying transactions
and events so that the financial state-
ments give a true and fair view.
• Obtain sufficient appropriate audit
evidence regarding the financial
information of the entities or business
activities within the group to express
an opinion on the consolidated
financial statements. We are respon-
sible for the direction, supervision
and performance of the group audit.
We remain solely responsible for our
audit opinion.
We communicate with those charged
with governance regarding, among other
matters, the planned scope and timing
of the audit and significant audit findings,
including any significant deficiencies in
internal control that we identify during our
audit.
We also provide those charged with
governance with a statement that we
have complied with relevant ethical re-
quirements regarding independence, and
communicate with them all relationships
and other matters that may reasonably
be thought to bear on our independence,
and where applicable, related safe-
guards.
From the matters communicated with
those charged with governance, we
determine those matters that were of most
significance in the audit of the financial
statements of the current period and
are therefore the key audit matters. We
describe these matters in our auditor’s
report unless law or regulation precludes
public disclosure about the matter or
when, in extremely rare circumstances,
we determine that a matter should not
be communicated in our report because
the adverse consequences of doing so
would reasonably be expected to out-
weigh the public interest benefits of such
communication.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by
the Annual General Meeting on 6 April
2017, and our appointment represents a
total period of uninterrupted engagement
of 5 years.
Other Information
The Board of Directors and the Man-
aging Director are responsible for the
other information. The other information
comprises the report of the Board of
Directors and the information included in
in the Annual Report, but does not include
the financial statements and our auditor’s
report thereon. We have obtained the
report of the Board of Directors prior to
the date of this auditor’s report, and the
Annual Report is expected to be made
available to us after that date. Our opin-
ion on the financial statements does not
cover the other information.
In connection with our audit of the
financial statements, our responsibility
is to read the other information identi-
fied above and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements
or our knowledge obtained in the audit,
or otherwise appears to be materially
misstated. With respect to the report of the
Board of Directors, our responsibility also
includes considering whether the report of
the Board of Directors has been pre-
pared in accordance with the applicable
laws and regulations.
In our opinion, the information in the
report of the Board of Directors is con-
sistent with the information in the financial
statements and the report of the Board of
Directors has been prepared in ac-
cordance with the applicable laws and
regulations.
If, based on the work we have performed
on the other information that we obtained
prior to the date of this auditor’s report,
we conclude that there is a material
misstatement of this other information, we
are required to report that fact. We have
nothing to report in this regard.
Espoo 10 March 2022
BDO Oy
Audit Firm
Juha Selänne
Authorized Public Accountant
Wulff Annual Report 2021
WULFF IN FINLAND
118 Annual Report 2020
Wulff house/
Wulff Group Plc
Kilonkartanontie 3
02610 Espoo
tel. 0300 870 411
info@wulff.fi
www.wulff.fi
Wulff Oy Ab
tel. 0300 870 410
www.wulff.fi
Wulff Entre
tel. 010 633 5500
sales@wulffentre.com
www.wulffentre.com
Wulff Naxor
tel. 0300 870 415
myynti@wulffnaxor.fi
www.wulffnaxor.fi
Wulff Innovaatiot
tel. 0300 870 405
myynti@wulffinnovaatiot.fi
www.wulffinnovaatiot.fi
Wulff Ergonomia
tel. 0300 870 405
myynti@wulffergonomia.fi
www.wulffergonomia.fi
Wulff Finances Oy
accounting services
www.wulff.fi/tilitoimis-
to-ja-talouspalvelut
tel. 0300 870 411
Canon Business Center Vantaa
tel. 020 758 9700
www.mavecom.fi
WULFFINKULMA STORES
Wulffinkulma & Outlet Helsinki Konala
Ristipellontie 23
00390 Helsinki
tel. 0300 870 412
Wulffinkulma & Outlet Turku
Läntinen Pitkäkatu 21-23
20100 Turku
p. 0300 870 413
Wulffinkulma & Outlet Lahti
Kauppakeskus Maili
Ajokatu 55
15500 Lahti
tel. 0300 870 410
Wulffinkulma Helsinki Sörnäinen
Vanha Talvitie 8 (Tukkutori)
00580 Helsinki
tel. 010 681 6350
sornainen@wulffinkulma.fi
Wulffinkulma Jyväskylä
Vapaaherrantie 2
Tourukeskus
40100 Jyväskylä
tel. 010 681 6650
Wulff Annual Report 2021 119
Group’s employees in Finland can be reached at:
WULFF ABROAD
Beltton AS
Postboks 218
9486 Harstad, Norway
tel. +47 22 55 00 60
post@wulffbeltton.no
wulffbeltton.se
Wulff Supplies AS
Østensjøveien 36
0667 Oslo, Norway
tel. +47 810 30 123
wulffsupplies.no
Wulff Supplies A/S
Kirkebjerg Parkvej 12
2605 Brøndby, Denmark
tel. +46 372 775 600
wulffsupplies.dk
Wulff Supplies AB
Näsvägen 2 B
341 34 Ljungby, Sweden
tel. +46 372 775 600
wulffsupplies.se
Wulff Beltton AB
Box 561 (Åkerbärsvägen 26)
611 10 Nyköping, Sweden
tel. +46 155 29 26 00
wulffbeltton.se
Wulff Solutions AB
Box 575 (Åkerbärsvägen 26)
611 10 Nyköping, Sweden
tel. +46 155 20 51 70
info@wulffsolutions.se
wulffsolutions.se
Wulff Solutions Oy
(ex. Staples Finland)
PL 109, 00101, Helsinki
Valimotie 21, 00380, Helsinki
tel. 010 681 651
asiakaspalvelu p. 010 681 681
tilaukset@wulff.fi
SHOWROOMS/OFFICES
Wulff Turku
Läntinen Pitkäkatu 21-23
20100 Turku
tel. 0300 870 413
Wulff Åland
Storagatan 15
22100 Mariehamn
tel. 040 757 0859
Wulff Finances Oy
Hatanpään valtatie 34 F
33100 Tampere
tel. 0300 870 411
www.wulff.fi
Online store
www.wulffinkulma.fi
120 Annual Report 2019
WULFF GROUP PLC | Kilonkartanontie 3 | 02610 Espoo | tel. +358 300 870 410 | Business ID 1454963-5 | wulff.fi
A better world – one workplace at a time.