Director/PDMR Shareholding

25 November 2014 

DUNELM GROUP plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS EXERCISING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS

Dunelm Group plc (the "Company") has been notified that on 24 November 2014, Nadine Adderley, wife of Will Adderley, the Chief Executive of the Company, transferred her entire holding of 11,290,303 ordinary shares of 1 pence each in the Company to W A Capital Limited. The consideration for the transfer was the issue to Mrs Adderley of shares in W A Capital Limited.

W A Capital Limited is a private limited company established by Will Adderley to act as a long term holding company for his beneficial interest in the Company and various other investments. Will Adderley is the sole director and (prior to this transaction) was the sole shareholder of W A Capital Limited. His wife Nadine Adderley is now the only other shareholder. Further information is given in the Notes below.

Following the transfer, Mr Adderley's beneficial interest in ordinary shares of 1 pence each in the Company remains unchanged at 61,890,303 ordinary shares, 30.7% of the issued ordinary share capital (excluding treasury shares). All of these shares are now held by W A Capital Limited.

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 Notes:

1. W A Capital Limited holds shares in the Company and various other investments. It is UK resident for tax purposes.

2. W A Capital Limited, along with Will and Nadine Adderley and Bill and Jean Adderley, is party to the Relationship Agreement which regulates the way in which their shareholdings may be operated. Further details of this agreement are on page 73 of the Company's 2014 annual report and accounts which is available at http://dunelm.production.investis.com/~/media/Files/D/Dunelm-Mill/annual-reports/21209-Dunelm-AR14.pdf.

3. Will Adderley is also deemed to hold a legal interest in 1,167,250 ordinary shares of 1 pence each in the Company which are held by The Stoneygate Trust (formerly named the Leicester Foundation), a private charitable trust of which he and his wife are the trustees; and in 172,750 ordinary shares of 1 pence each in the Paddocks Trust, a private family trust of which he and his wife are the trustees but not beneficiaries. Taking into account these holdings, Will Adderley's total legal and beneficial interest in the Company is 63,230,303 ordinary shares of 1 pence each, 31.31% of the issued ordinary share capital (excluding treasury shares).