Dunelm Regulatory News (DNLM)

Dunelm Group plc

13 April 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

SECONDARY PLACING OF ORDINARY SHARES IN DUNELM GROUP PLC

("DUNELM" OR "THE COMPANY")

Further to the previous announcement, Dunelm announces it has been advised that Will Adderley, Deputy Chairman, has sold 8.0 million shares in the Company, representing approximately 4.0 per cent of the issued share capital of Dunelm. The shares were placed at a price of 915 pence per share.

The shares sold and residual holdings are as follows:

WA Capital Limited is a company controlled by Will and Nadine Adderley; The Stoneygate Trust is a charity of which Will and Nadine Adderley are trustees.

Following these disposals, Will Adderley continues to have an interest in 55.3 million shares in the Company, which includes 172,750 shares held in the Paddocks Trust, of which he and his wife Nadine Adderley are trustees but not beneficiaries. In total, this represents 27.4 per cent of the issued share capital. The Adderley family as a whole retains a combined interest in 103.4 million shares in the Company, representing 51.2 per cent of the issued share capital.

The shares were sold to institutional investors in a placing managed by UBS Limited, acting as Bookrunner, and Stifel Nicolaus Europe Limited, acting as Co-Lead Manager.

The Company purchased 750,000 shares for transfer into treasury with the intention of re-issuing them to satisfy employee share based award obligations that arise in the future.

Will Adderley remains fully committed to Dunelm in his role as Deputy Chairman as well as remaining a very substantial shareholder in the Company.

Under the terms of the placing agreement, Will Adderley has agreed not to dispose of further shares in the Company for a period of at least six months.

Enquiries:

UBS Limited +44 (0)20 7567 8000

Craig Calvert

Christopher Smith

Stifel Nicolaus Europe Limited +44 (0)20 7710 7600

Eithne O'Leary

David Arch

MHP Communications +44 (0) 20 3128 8100

John Olsen

Simon Hockridge

Each of UBS Limited and and Stifel Nicolaus Europe Limited is acting on the Placing and will not be responsible to anyone other than its client for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.

This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Dunelm, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan. Dunelm's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States and may not be offered or sold in the United States absent registration or an exemption from registration.

Dunelm's shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan. No public offering of securities is being made in the United States.

This announcement is not for publication or distribution to persons in the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement and any offer of securities to which it relates are only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.