Dunelm : Director/PDMR Shareholding

DUNELM GROUP plc

(the 'Company')

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL

RESPONSIBILITY AND CONNECTED PERSONS

3 December 2018

LTIP award granted to Laura Carr

On 30 November 2018, a conditional award under the Company's Long Term Incentive Plan (LTIP) has been granted to Laura Carr over ordinary shares of one pence each in Dunelm Group plc, in the form of a nil cost option.

Using a closing mid price on 29 November 2018 of 551.5 pence, an award has been granted

as follows:

Name	Basic salary	160% of basic salary	Share price used to calculate number of nil cost options	Number of shares in award
Laura Carr	£365,000	£584,000	551.5p	105,893

The award is made in accordance with the 2017 Remuneration Policy approved by shareholders on 21 November 2017 (the '2017 Policy').

The option may be exercised on or after 30 November 2021, subject to the satisfaction of a performance condition over the three financial years commencing on 1 July 2018, 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 12% per annum	Pro-rata between 10% and 100%
RPI plus 12% per annum and above	100%

On exercise, Mrs Carr has committed to retain two thirds of the shares vesting (after sale to cover her tax and national insurance liability on exercise), for the duration of her employment, and 50% of these for a further two years.

The award is subject to malus and clawback provisions in the following circumstances:

· a material misstatement of any Group Member's financial results;

· a material error in assessing a performance condition applicable to the Award or in the information or assumptions on which the Award was granted or Vests:

· a material failure of risk management in any Group Member or a relevant business unit

· serious reputational damage to any Group Member or a relevant business unit;

· serious misconduct or material error on the part of the individual;

· a material corporate failure as determined by the Board; or

· any other circumstances which the Remuneration Committee in its discretion considers to be similar in their nature or effect to those set out above; or

· fraud on the part of the individual.

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

Name	Share scheme	Number of shares	Exercise price per share	Exercise dates
Laura Carr	Long Term Incentive Plan	105,893	Nil	Between 30 November 2021 and 29 November 2028

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

Director	Number of ordinary shares
Laura Carr	25,000

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	Laura Carr
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 105,893
d)	Aggregated information - Aggregated volume - Price	105,893 Nil
e)	Date of the transaction	2018.11.30
f)	Place of the transaction	London Stock Exchange (XLON)

Name of officer of issuer responsible for making notification: Dawn Durrant Date of notification: 2018.12.03