Dunelm Regulatory News (DNLM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

Dunelm Group plc

(the 'Company')

2 March 2015

RETURN OF CAPITAL UNDER B/C SHARE SCHEME - RESULTS OF GENERAL MEETING

At the General Meeting of the Company held at 10.00am on 2 March 2015 at The Dunelm Store Support Centre, Watermead Business Park, Syston, Leicester, LE7 1AD, the resolution set out in Part 12 of the circular published by the Company on 12 February 2015 in relation to the Return of Capital (the 'Circular') was duly passed on a show of hands.

Shareholders have accordingly approved the proposed return of capital of 70 pence per Ordinary Share to Shareholders, by way of the issue of one B Share or one C Share to Shareholders for each Ordinary Share held by Shareholders at the Ordinary Share Record Date.

The table at the end of this announcement shows the proxy votes received for and against the Resolution proposed at the General Meeting.

The results of the General Meeting will shortly be available on the Company's website at www.dunelm.com.

In accordance with Listing Rule 9.6.2, the full text of the Resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will be available at www.hemscott.com/nsm.do.

Elections between the Share Alternatives available under the B/C Share Scheme must be made in accordance with the terms set out in the Circular and on the Election Form and in any event be received by Equiniti by 4.30pm on 9 March 2015. An announcement regarding the results of Shareholders' elections in relation to the B/C Share Scheme and certain related matters is expected to be made on 10 March 2015.

The following proxy votes were received for and against the Resolution proposed at the General Meeting:

The Company has 202,465,877 Ordinary Shares in issue with voting rights.

Votes withheld do not count in the number of votes counted for or against a resolution.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.

The Circular is available in the investor section of the Company's website at www.dunelm.com.

It should be noted that no prospectus is required, in accordance with the prospectus directive (Directive 2003/71/EC), to be published in connection with the issue of B and C Shares.

Enquiries:

Dunelm Group plc 0116 2644 356

Will Adderley, Chief Executive

David Stead, Finance Director

MHP Communications 020 3128 8100

John Olsen

Simon Hockridge

Naomi Lane

Equiniti Shareholder helpline 0871 384 2919 (from inside the UK)

+44 121 415 0263 (from outside the UK)

Shareholder helpline available on 0871 384 2919 (+44 121 415 0263 if calling from outside the United Kingdom) between 8.30 am and 5.30 pm (London time) on any Business Day. Calls to this number cost 8 pence per minute (excluding VAT) plus network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note that for legal reasons the Shareholder helpline will only be able to provide information contained in the Circular and the Election Form and will be unable to give advice on the merits of the B/C Share Scheme, the Share Alternatives or to provide financial, investment or taxation advice.

No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or the C Shares or the Deferred Shares be admitted to trading on any other recognised investment exchange.

None of the B Shares, the C Shares or the Deferred Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction which has been registered under the US Securities Act and/or relevant state securities laws or which is not subject to the registration requirements of the US Securities Act or such laws, either because of an exemption therefrom or otherwise.

None of the B Shares, the C Shares or the Deferred Shares or the Circular has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have any such authorities confirmed the accuracy or determined the adequacy of the Circular. Any representation to the contrary is a criminal offence in the United States.

Name of authorised Company official responsible for making this notification:

Dawn Durrant, Company Secretary