Dunelm : Director/PDMR Shareholding

DUNELM GROUP plc

(the 'Company')

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL

RESPONSIBILITY AND CONNECTED PERSONS

18 October 2017

LTIP award granted to Keith Down

A conditional award under the Company's Long Term Incentive Plan (LTIP) has been granted on 18 October 2017 over ordinary shares of one pence each in Dunelm Group plc, in the form of a nil cost option, as follows:

Name	Position	Number of shares in award
Keith Down	Chief Financial Officer	60,000

The award is made in accordance with the 2015 Remuneration Policy approved by shareholders on 24 November 2015 (the '2015 Policy').

The option may be exercised on or after 18 October 2020, subject to the satisfaction of a performance condition over the three financial years commencing on 2 July 2017, as set out below:

Growth in fully diluted EPS	Percentage of LTIP award vesting
Below RPI plus 3% per annum	0%
RPI plus 3% per annum	10%
Between RPI plus 3% and RPI plus 15% per annum	Pro-rata between 10% and 100%
RPI plus 15% per annum	100%

On exercise, Mr Down has committed to retain two thirds of the shares vesting (after sale to cover his tax and national insurance liability on exercise), pursuant to the 'Lifetime Lock-in' described in the 2015 Policy.

The award is subject to malus and claw back provisions in the case of mis-statement of performance to which a previous LTIP award relates, miscalculation of performance conditions in previous exercised options, or gross misconduct or fraud on the part of the individual.

Including the award set out above, Keith Down holds options over the Company's ordinary shares as follows:

Name	Share scheme	Number of shares	Exercise price per share	Exercise dates
Keith Down	Long Term Incentive Plan	180,000	Nil	60,000 between 7 December 2018 and 6 December 2025 60,000 between 19 October 2019 and 18 October 2026 60,000 between October 18 October 2020 and 17 October 2027.
Keith Down	Sharesave Plan	2,910	618.5p	1 January to 30 June 2020

In addition to the above, Keith Down has a beneficial interest in ordinary shares of one pence in the Company as follows:

Director	Number of ordinary shares
Keith Down	40,098

Name of authorised Company official responsible for making this notification:

Dawn Durrant, Company Secretary

0116 26444439

DUNELM GROUP PLC

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Keith William Down
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Dunelm Group plc
b)	LEI	213800WCOWEI3T5DUV19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of one pence each ISINGB00BICQ739
b)	Nature of the transaction	Grant of conditional nil cost options under the Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 60,000
d)	Aggregated information - Aggregated volume - Price	60,000 Nil
e)	Date of the transaction	2017.10.18
f)	Place of the transaction	London Stock Exchange (XLON)

Name of officer of issuer responsible for making notification: Dawn Durrant Date of notification: 2017.10.18