Dunelm Regulatory News (DNLM)

7 December 2015

DUNELM GROUP plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL

RESPONSIBILITY AND CONNECTED PERSONS

LTIP awards granted to John Browett and Keith Down

Joining Award granted to Keith Down

Long Term Incentive Plan

Conditional awards under the Company's Long-Term Incentive Plan (LTIP) have been granted on 7 December 2015 over ordinary shares of one pence each in Dunelm Group plc, in the form of a nil cost option, to the following Executive Directors:

The award is made under the terms of the 2015 Remuneration Policy approved by shareholders on 24 November 2015.

The options may be exercised on or after 7 December 2018, subject to the satisfaction of a performance condition over the three financial years commencing on 5 July 2015. On exercise, the executives have committed to retain two thirds of the shares (after sale to fund tax and national insurance liability), pursuant to the "Lifetime Lock-in" described in the 2015 Remuneration 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.

Apart from the interests set out above, John Browett holds options over 2,385 Shares at 754.5 pence per share under the Company's Sharesave Plan. These options will be exercisable between 1 January and 30 June 2019 in accordance with the rules of the Sharesave Plan.

Joining award

An award has been granted to Keith Down over 33,958 ordinary shares of one pence each in Dunelm Group plc, in the form of a nil cost option, under the terms of the Share Award Agreement approved by shareholders on 24 November 2015.

The market value of the award is £335,000.00, based on the closing share price on 4 December 2015, of 986.5p per share. 7,470 (22%) of these shares will vest on 15 September 2016, and 26,488 (78%) of these shares will vest on 15 September 2017, unless Mr Down ceases to be employed due to resignation or dismissal for gross misconduct prior to those dates. The award is subject to malus and claw back provisions in the case of mis-statement of financial performance for any financial year commencing on 5 July onwards, or gross misconduct or fraud on the part of Mr Down.

Name of authorised Company official responsible for making this notification:

Dawn Durrant, Company Secretary

0116 26444439