Headlam : Performance Share Plan awards

Headlam Group plc

(the 'Company')

Grant of awards under theCompany'sPerformance Share Plan ('PSP')

On 10 April 2019, the Company granted awards in the form of nil-cost options over a total of 304,260 ordinary shares of 5 pence each in the Company ('Ordinary Shares') under the Company's PSP, including to the following Executive Directors:

Executive Director	Number of Ordinary Shares over which award granted
Steve Wilson (Chief Executive)	86,459
Chris Payne (Chief Financial Officer)	63,707

The number of Ordinary Shares over which the awards were granted was calculated based on a share price of 448.3 pence per Ordinary Share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange Daily Official List.

The awards have been granted subject to performance conditions based on: (1) the Company's compound annual growth in Earnings Per Share ('EPS') over a three-year performance period starting with 2019 (as regards 80% of the Ordinary Shares subject to the award); and (2) the Company's Total Shareholder Return ('TSR') over that performance period relative to the TSRs of the constituents of the FTSE SmallCap Index (excluding investment trusts) (as regards 20% of the Ordinary Shares subject to the award). The awards are subject to a further underpin performance condition that the extent of vesting reflects the overall financial performance of the Company over the three-year performance period.

The awards, which are subject to the Malus and Clawback conditions of the PSP, will ordinarily vest on the date on which the Company's Remuneration Committee determines the extent to which the performance conditions have been satisfied (the 'Vesting Date').

The awards to the Executive Directors are further subject to an additional two-year holding period from the Vesting Date. During the holding period these shares will accrue a dividend equivalent in the form of shares, calculated on a re-investment basis.

Enquiries:

Headlam Group plc	Tel: [phone]
Steve Wilson, Chief Executive Chris Payne, Chief Financial Officer Catherine Miles, Director of Communications	Email: [e-mail]
Investec Bank plc(Corporate Broker)	Tel: [phone]
David Flin / Alex Wright
Panmure Gordon (UK) Limited(Corporate Broker)	Tel: [phone]
Erik Anderson /Dominic Morley/ Ailsa MacMaster
Buchanan(Financial PR and IR)	Tel: [phone]
Mark Court / Sophie Wills / Catriona Flint

Notification and public disclosure of transactions by PDMRs and persons closely associated with them

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Steve Wilson
2.	Reason for the notification
a)	Position / status	Chief Executive
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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	Ordinary shares of £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 86,459
e)	Aggregated information - Volume - Price	N/A
f)	Date of the transaction	10 April 2019
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Chris Payne
2.	Reason for the notification
a)	Position / status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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	Ordinary shares of £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 63,707
e)	Aggregated information - Volume - Price	N/A
f)	Date of the transaction	10 April 2019
g)	Place of the transaction	Outside a trading venue