THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this document or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you sell or otherwise transfer or have sold or otherwise transferred all of your Ordinary Shares you should send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
Dunelm Group PLC
(Incorporated and registered in England and Wales with No. 4708277)
Notice of Annual General Meeting
including Authority to Make Market Purchases of its Ordinary Shares and certain other matters
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Dunelm set out in Part 1 of this document which contains the recommendation by the Directors (excluding Sir Will Adderley for the purposes of the Waiver Resolution) to Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting, notice of which is set out in Part 4 of this document. Shareholders should read the whole of this document and not rely just on the summarised information set out in the Chairman's letter.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Dunelm and no one else in connection with the Waiver Resolution and will not be responsible to anyone other than Dunelm for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Waiver Resolution or any other matter referred to in this document. Persons other than Dunelm are recommended to seek their own financial and other professional advice.
This document includes forward-looking statements concerning the Group. Forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Group. The Group undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise save to the extent required in accordance with the Company's continuing obligations under the Listing Rules, the Disclosure Guidance and Transparency Rules and applicable laws and regulations.
Notice of the Annual General Meeting of Dunelm to be held at Dunelm Store Support Centre, Watermead Business Park, Syston LE7 1AD at 11.30 am on 16 November 2021 is set out at the end of this document. The Form of Proxy for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 11.30 am on 12 November 2021. Shareholders who hold their Ordinary Shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti so that it is received no later than
11.30 am on 12 November 2021. Completion and return of the Form of Proxy or the transmission of a CREST Proxy Instruction will not preclude Shareholders from attending and voting in person at the Annual General Meeting, should they so wish.
Letter from the Chairman
Notice of annual general meeting
Your attention is drawn to the Definitions in Part 3 which apply throughout this document and the Form of Proxy unless the context requires otherwise.
All times referred to are London times unless otherwise stated.
DUNELM GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2021
Part 1 - Letter from the Chairman
Dunelm Group PLC
(incorporated and registered in England and Wales with No. 4708277)
Sir Will Adderley (Deputy Chairman)
Watermead Business Park
Ian Bull (Independent Non-Executive Director)
Laura Carr (Chief Financial Officer)
Andy Harrison (Chairman)
William Reeve (Independent Non-Executive Director)
The purpose of this letter is to provide you with an explanation of the Resolutions to be proposed at the Annual General Meeting of the Company which will be held at Dunelm Store Support Centre, Watermead Business Park, Syston LE7 1AD at
11.30 am on 16 November 2021 and to seek your approval of them. The notice of Annual General Meeting is set out at Part 4 of this document and definitions which apply throughout this document are set out in Part 3.
The Directors believe that the Resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and Shareholders as a whole and accordingly they recommend that you vote in favour of each of the Resolutions at the Annual General Meeting, save that Sir Will Adderley makes no recommendation with regard to the Waiver Resolution (being Resolution 27) as, in accordance with the provisions of the Takeover Code, Sir Will Adderley is considered to be interested in the outcome of the Waiver Resolution.
All of the Resolutions to be proposed at the Annual General Meeting are explained in further detail below.
2 ORDINARY BUSINESS
The ordinary business of the Annual General Meeting comprises Resolutions 1 to 22 inclusive.
Resolution 1: Report and Accounts
The Directors are required to lay the Directors' Report, the audited annual accounts of the Company and the independent Auditor's Report before Shareholders at the Annual General Meeting. Accordingly, Resolution 1 presents the accounts for the year ended 26 June 2021 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the Annual Report accompanies this document.
Resolution 2: Final Dividend
Shareholder approval is required for the payment of a final dividend as recommended by the Board. Subject to Shareholder approval this dividend will be paid on 19 November 2021 to Shareholders on the register of member of the Company at the close of business on 29 October 2021.
Resolutions 3 to 19: Election and re-election of Directors
In accordance with the provisions of the UK Corporate Governance Code, all directors will be retiring and will offer themselves for re-election at the Annual General Meeting.
In accordance with Listing Rule 9.2.2E R (2), there will be an ordinary resolution and a separate resolution of the Non- Concert Party Shareholders in respect of the appointment of each of the independent directors of the Company. The Board considers that the following Directors are independent for the purposes of Listing Rule 9.2.2 E R (2): Andy Harrison, William Reeve, Ian Bull, Arja Taaveniku, Peter Ruis and Vijay Talwar. Although no longer considered by the Board to be an Independent Director due to her tenure of over nine years, Marion Sears will also put herself forward for reappointment by Non-Concert Party Shareholders. No Controlling Shareholder or Associate of a Controlling Shareholder will be eligible to vote in respect of these additional resolutions.
At the date of this document Sir Will Adderley and the other members of the Concert Party are the only Controlling Shareholders, and are precluded from voting on Resolutions 7, 9, 11, 13, 15, 17 and 19.
Biographies of each of the Directors apart from Vijay Talwar are contained on page 96 - 98 of the Annual Report, which can be found at https://corporate.dunelm.com and a hard copy is available on request from Dawn Durrant at firstname.lastname@example.org.
Vijay Talwar joined the Board on 1 October 2021. Vijay is an Executive Committee member at Foot Locker, Inc., the New York-based specialty athletic retailer, where he is Executive Vice President and Chief Executive Officer of Europe, Middle East and Africa. During his tenure at the company, he has supported global digital development in varying leadership roles. Prior to his current role for instance, Vijay served as the company's Global President of Digital where he was charged with driving successful transformation of the
2 DUNELM GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2021
direct to consumer platform. Overall, he holds a wide range of commercial experience from companies such as Sears Holdings and Blue Nile, Inc, The William J. Clinton Foundation India and E.L. Rothschild.
The Board believes, following the completion of the annual performance evaluation and appraisal exercise, that the performance of the Directors seeking re-election continues to be effective and that these Directors demonstrate commitment to their roles.
Further information is given below in relation to the independence of the independent directors named above:
confirmation is given that none of the independent directors named above has or had any existing or previous relationship, transaction or arrangement with the Company, any of its Directors, any Controlling Shareholder or any other Associate of a Controlling Shareholder;
the independence of Non-Executive Directors is considered on appointment and then reviewed annually by the Chairman as part of the evaluation process. There is also an annual Board discussion. The Board takes into account the provisions of the UK Corporate Governance Code, as well as policies and guidelines issued by investor representatives such as the Investment Association and the National Association of Pension Funds; and
the process for the selection of new Directors is described in the report of the Nominations Committee in the Annual Report. Thereafter the Nominations Committee formally puts forward the names of Directors to be proposed for reappointment at the Annual General Meeting.
Resolution 20: Directors' Annual Report on Remuneration
Under Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the "Regulations"), the Directors must prepare an annual report which sets out how the Remuneration Policy that has been in force during the financial year has been applied during the year, and how the policy will be applied in the coming year. The Annual Report on Remuneration must also be put to Shareholders for approval at the Annual General Meeting, although this vote is advisory. If this vote is not passed, the Company would consult with Shareholders and will be obliged to put the Remuneration Policy back to Shareholders for approval at the Annual General Meeting of the Company
This is the resolution to approve the Company's Annual Report on Remuneration, which is set out on pages 153 to 171 of the Annual Report.
Resolution 21: Appointment of the auditors
The Company's auditors must offer themselves for reappointment at each general meeting at which accounts are presented. The Company proposes that PricewaterhouseCoopers LLP, who have been the Company's auditors since January 2014, be appointed as auditors of the Company.
Resolution 22: Remuneration of the auditors
This resolution, which is conditional on the passing of Resolution 21, gives authority to the Directors to agree the auditors' remuneration.
3 SPECIAL BUSINESS
The special business to be considered at the Annual General Meeting comprises Resolutions 23 to 28 inclusive.
Resolution 23: Authority to allot Ordinary Shares
This Resolution gives the Directors authority to allot share capital with a nominal value of up to £676,498, which, as at the Latest Practicable Date, represented approximately one third of the Company's issued Ordinary Share capital of £2,029,495.
This authority will expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, on 31 December 2022 unless it is previously renewed, varied or revoked.
Resolution 24 and 25: Authority to issue shares on a non pre-emptive basis
These Resolutions (which are Special Resolutions) give the Directors authority to allot equity securities of the Company (including any Ordinary Shares held which the Company has purchased and elected to hold as treasury shares) for cash other than on a pre-emptive basis as provided by the CA 2006. Other than in connection with a rights or other preemptive issue, the authority contained in these Resolutions will be limited to issues of Ordinary Shares representing an aggregate nominal value of £202,949, which in turn represents approximately 10 per cent. of the issued Ordinary Shares of the Company as at the Latest Practicable Date.
The Directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, most recently published prior to the date of this Notice of Annual General Meeting, not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 21 :(i) in excess of an amount equivalent to 5 per cent. of the total issued Ordinary Share capital of the Company; or (ii) in excess of an amount equal to 7.5 per cent. of the total issued Ordinary Share capital of the Company in a rolling three year period, without prior consultation with Shareholders, in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
In accordance with the Pre-Emption Group's 2016 statement, separate Resolutions are being proposed to (a) disapply pre-emption rights on up to five per cent. of the issued share capital (Resolution 24) and (b) disapply pre-emption rights for an additional five per cent. for transactions which the Board determines to be an acquisition or other capital investment as defined by the Statement of Principles (Resolution 25).
In relation to Resolutions 24 and 25, the Directors consider that it is in the best interests of the Company and its shareholders generally that the Company should have the flexibility conferred by the above authorities. This is in line with corporate governance guidelines. However, the Directors have no present intention of exercising any of these authorities or to issue any unissued Ordinary Shares in the Company, other than in respect of the exercise of Share Options by employees under the Employee Share Schemes. If Resolutions 24 and 25 are passed, both authorities will expire on the earlier of either the conclusion of the Annual General Meeting to be held in 2022 or on 31 December 2022.
DUNELM GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2021
Part 1 - Letter from the Chairman
Resolution 26: Authority to Make Market Purchases of Ordinary Shares
This Resolution (which is a Special Resolution) seeks authority for the Company to buy back its own Ordinary Shares in the market as permitted by the CA 2006 (the "Market Purchase Authority"). The authority, if granted, limits the number of Ordinary Shares that could be purchased to a maximum of 5,000,000 Ordinary Shares, representing approximately 2.5 per cent. of the Company's issued Ordinary Share capital
as at the Latest Practicable Date. The Company may either retain any of its own Ordinary Shares which it has purchased as treasury shares with a possible re-issue at a future date, or cancel them.
Since the Company started a buy back programme of its Ordinary Shares in 2007, it has not cancelled any of the Ordinary Shares that it has bought. The Company intends to hold any Ordinary Shares that it purchases pursuant to the Market Purchase Authority as treasury shares for re-issue to employees exercising Share Options under the Employee Share Schemes, because the Board believes that this gives the Company the ability to cost-effectively fulfill Share Option entitlements, and provides the Company with additional flexibility in the management of its capital base. The Company does not currently intend to re-issue for sale or cancel any Ordinary Shares that it purchases pursuant to this Resolution.
In 2007, the Company commenced a share buyback programme. Since that date it has bought back 3,047,513 Ordinary Shares and has transferred 2,911,026 shares out of treasury to employees who have exercised options under the Company's share option schemes. No Ordinary Shares have been cancelled.
As at the Latest Practicable Date, the Company held 136,487 Ordinary Shares in treasury.
The Company intends on an annual basis to grant Share Options to executive Directors and senior employees pursuant to the LTIP and to employees pursuant to the Dunelm Sharesave Scheme.
The total number of options over Ordinary Shares outstanding as at the Latest Practicable Date was 3,332,111, representing approximately 1.64 per cent. of the issued Ordinary Share capital of the Company as at that date. If the authority to buy back shares were utilised in full, the total number of options to subscribe for Ordinary Shares outstanding as at the Latest Practicable Date would, assuming no further Ordinary Shares are issued and no further options granted, represent approximately 1.68 per cent. of the issued share capital of the Company.
A purchase of Ordinary Shares by the Company pursuant to the Market Purchase Authority could increase the percentage of voting rights held by the Concert Party. In certain circumstances (described below) such an increase could trigger an obligation on the Concert Party to make a mandatory offer for the whole of the issued share capital of the Company pursuant to the Takeover Code. Non-Concert Party Shareholders will be asked, under Resolution 27, to approve the waiver by the Panel of the mandatory offer provisions such that the Market Purchase Authority will not trigger a requirement for the Concert Party to make a mandatory offer for the entire issued share capital of the Company. Further details of this waiver are set out below.
Resolution 27: The Waiver Resolution
The Waiver Resolution, which will be proposed as an ordinary resolution to be taken by poll, seeks Non-Concert Party Shareholders' approval of a waiver of the obligation that could arise on the Concert Party (as defined below) to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of Ordinary Shares pursuant to the Market Purchase Authority.
As an English company with its shares admitted to listing on the premium listing segment of the Official List and admitted to trading on the Main Market of the London Stock Exchange, the Company is subject to the Takeover Code. Under Rule 9 of the Takeover Code, when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of such voting rights, and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then, in either case, that person is normally required to make a general offer to all other shareholders to acquire their shares. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any persons acting in concert with him, for any interest in shares in the company during the twelve months prior to the announcement of the general offer.
Where members of a concert party hold more than 50 per cent. of the voting rights in a company, no obligations under Rule 9 normally arise from acquisitions by any member of the concert party. They may accordingly increase their aggregate interests in shares without incurring any obligation under Rule 9 to make a general offer, although individual members of a concert party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.
Impact of Rule 37 of the Takeover Code
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer). Accordingly if the Concert Party's aggregate shareholding increased as a result of the exercise of the Market Purchase Authority, the Concert Party would be required to make a mandatory offer for the remainder of the issued share capital of the Company.
Panel Waiver - exercise of the Market Purchase Authority
The Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Market Purchase Authority to be exercised by the Board (if such authority is approved by Shareholders) without triggering an obligation on the part of the Concert Party to make a general offer to Shareholders. The Panel has agreed that, subject to Non-
4 DUNELM GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2021
Concert Party Shareholders' approval on a poll, to waive the requirement for the Concert Party to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by the Company of up to 5,000,000 Ordinary Shares.
Accordingly the Waiver Resolution is being proposed and will be taken on a poll, to be passed by more than 50 per cent. of votes cast by Non-Concert Party Shareholders at the Annual General Meeting present in person or by proxy and voting at the Annual General Meeting.
The members of the Concert Party will not be entitled to vote on the Waiver Resolution and have undertaken not to vote on the Waiver Resolution. No other shareholder is considered to be acting in concert with the Concert Party.
Outline of the Concert Party
Sir Will Adderley joined the business in 1992. He has worked in and is familiar with all major areas of the business and took over the running of the Group as Chief Executive from his father in 1996. In February 2011 he relinquished the role of Chief Executive to Nick Wharton, and became Deputy Chairman. Following the resignation of Nick Wharton, Sir Will Adderley was re-appointed Chief Executive on 11 September 2014. He resumed his previous role as Deputy Chairman
in January 2016. He continues to hold an executive role to support the business in matters agreed with the current Chief Executive, Nick Wilkinson, as required.
Sir Will Adderley is currently beneficially interested in an aggregate of 75,231,779 Ordinary Shares, representing 37.07 per cent. of the issued share capital of the Company as at the Latest Practicable Date, held by himself directly and through WA Capital Limited (a private company established by Sir Will Adderley to act as a long term holding company for his beneficial shareholding in the Company) and WA Capital Investments Limited (a wholly owned subsidiary of W A Capital Limited).
Sir Will Adderley, his wife, Nadine Adderley and his mother, Jean Adderley are considered to be acting in concert for the purposes of Rule 9 of the Takeover Code. The Stoneygate Trust (a private charitable trust of which Sir Will Adderley and Nadine Adderley are trustees) and the Paddocks Discretionary Trust (a private trust relating to the Adderley family), WA Capital Limited and WA Capital Investments Limited are also members of the Concert Party. The Concert Party holds and/ or is presumed to be interested in 86,340,279 Ordinary Shares representing 42.5 per cent. of the issued share capital of the Company as at the Latest Practicable Date.
Pursuant to the Relationship Agreement, each of J Adderley, Bill Adderley and Sir Will Adderley accepted certain restrictions relating, inter alia, to their relationship with the Dunelm Group and their voting rights for so long as, individually or together, they are entitled to exercise, or to control the exercise of, 30 per cent. or more of the rights to vote at general meetings of the Company or they are able to control the appointment of directors who are able to exercise a majority of votes at board meetings of the Company. Bill Adderley, Sir Will Adderley's father is no longer considered to be a member of the Concert Party as he transferred his entire shareholding to Sir Will Adderley and Jean Adderley in 2018 and has no further involvement with the business.
Further information on the Concert Party is set out in Part 2 of this document. Shareholders should, in particular, note the commentary around any further increases in the aggregate interests in shares in the Company of the Concert Party.
Impact of the exercise of the Market Purchase Authority
If the Company were to repurchase from persons other than Sir Will Adderley all the Ordinary Shares for which it is seeking authority, Sir Will Adderley's interest in shares would (assuming no other allotments of Ordinary Shares) increase to 38.0 per cent. of the issued share capital of the Company by virtue of such actions. If the Company were to repurchase from persons other than members of the Concert Party all the Ordinary Shares for which it is seeking authority, the interests of the Concert Party would similarly increase to 43.6 per cent. of the issued share capital of the Company.
Following exercise of the Market Purchase Authority (either in whole or in part) Sir Will Adderley and separately the Concert Party will continue to be interested in shares which carry more than 30 per cent. but will not hold more than
50 per cent. of the Company's voting share capital, and any further increase in the number of shares in which he or they are interested (other than a further exercise of the Market Purchase Authority) will be subject to the provisions of Rule 9 of the Takeover Code.
Intentions of the Concert Party
Apart from supporting the Board's process for continually refreshing its membership, and the Board changes announced, being (i) the resignation of Paula Vennells on 25 April 2021 (ii) the appointment of Arja Taaveniku on
15 February 2021; and (iii) the appointment of Vijay Talwar on 1 October 2021, each member of the Concert Party has confirmed to the Company that no member of the Concert Party has any current intention to change the Company's plans with respect to (i) the future business of the Company, including any research and development functions; (ii) the continued employment of the employees and management of the Company and of its subsidiaries, including any material change in conditions of employment or balance of skills and functions of the employees and management;
its strategic plans for the Company, or their likely repercussions on employment and on the locations of the Company's places of business, including on the location of the Company's headquarters and headquarters functions;
employer contributions into the Company's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, or the admission of new members; (v) the redeployment of the fixed assets of the Company; and/or
the maintenance of the Company's listing on the London Stock Exchange, as a result of the proposals set out
in Resolution 27.
No member of the Concert Party is intending to purchase any additional Ordinary Shares during the period covered by the Authority to Make Market Purchases.
If the Waiver Resolution is passed, the Concert Party will not be restricted from making an offer for the Company.
DUNELM GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 2021
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