Sale of Shares in Dunelm Group plc

WA Capital Limited (a company controlled by Sir Will and Lady Nadine Adderley) announces that it and Sir Will Adderley, Deputy Chair of the Company, intend to sell in aggregate approximately 10 million ordinary shares in the Company via an accelerated bookbuild secondary placing (the "Placing"). This represents approximately 4.9 per cent of the issued share capital of Dunelm. The shares to be sold are currently held by Sir Will Adderley and WA Capital Limited (a company controlled by Sir Will and Lady Nadine Adderley) (the "Sellers").

This proposed sale is aimed at achieving greater portfolio diversification on the part of Sir Will Adderley. Sir Will Adderley last sold shares in Dunelm in February 2021.

Assuming that the above number of shares is sold, Sir Will Adderley, persons closely associated with him and other persons falling within the definition of the 'concert party' under the UK Takeover Code would continue to have the following interest in voting rights in the Company:

This would mean the Adderley family as a whole would retain a combined interest in approximately 76 million shares in the Company, representing approximately 37.6 per cent of the voting rights in the Company.

WA Capital Limited is a company controlled by Sir Will and his wife, Lady Nadine Adderley; WA Capital Investments Limited is a wholly owned subsidiary of WA Capital Limited. The Stoneygate Trust is a charitable trust, and The Paddocks Discretionary Trust is a private family trust; Sir Will and Lady Nadine are trustees but not beneficiaries of these trusts.

Sir Will Adderley remains fully committed to Dunelm in his role as Deputy Chair as well as a very substantial shareholder in the Company and his working relationship with the Company is unchanged. Sir Will Adderley has undertaken that, following completion of the Placing, he will not dispose of further shares in the Company for a period of at least 180 days, subject to customary exceptions.

Barclays is acting as Sole Global Co-ordinator and Joint Bookrunner on the Placing. Goldman Sachs International and UBS AG London Branch are acting as Joint Bookrunners. The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the Placing price will be decided at the close of the accelerated bookbuilding period.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the Sole Global Co-ordinator and Joint Bookrunners.