Dunelm : Long Term Incentive Plan Rules (relating to AGM resolution)

1

DEFINITIONS AND INTERPRETATION

1

2

GRANT OF AWARDS

5

3

PERFORMANCE CONDITION

5

4

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

6

5

DIVIDEND EQUIVALENTS

6

6

INDIVIDUAL LIMIT

6

7

PLAN LIMITS

7

8

REDUCTION FOR MALUS AND CLAWBACK

8

9

VESTING AND EXERCISE

998

10

TAXATION AND REGULATORY ISSUES AND SHAREHOLDING REQUIREMENTS9

11

CASH EQUIVALENT

10

12

CESSATION OF EMPLOYMENT

10

13

CORPORATE EVENTS

12

14

ADJUSTMENTS

15

15

AMENDMENTS

15

16

LEGAL ENTITLEMENT

16

17

GENERAL

16

SCHEDULE

1

1

CASH AWARDS

1

"Assessment Date"

in relation to an Award, the later of:

(a)

the date on which the Board determines the extent to which

any Performance Condition has been met; and

(b)

the date on which the Board determines whether an

adjustment should be made in accordance with rule 9.2;

"Award"

a Conditional Award or an Option;

"Board"

subject to rule 13.9, the board of the Company or any committee or

personduly authorised committee ofbythe board, or any duly

authorised successor body;

"Company"

Dunelm Group plc registered in England and Wales under number

04708277;

"Conditional Award"

a right to acquirereceiveShares automatically at no cost in

accordance with the rules of the Plan

with no Exercise Period

;

"Control"

the meaning given by section 995 of the Income Tax Act 2007;

"Dealing Day"

any day on which the London Stock Exchange is open for business;

"Dealing Restrictions"

restrictions imposed by the MAR, theCompany's share dealing

codepolicy, the Listing Rules or any applicable laws or regulations

which impose restrictions on share dealing;

"Eligible Employee"

an employee (including an executive director) of the Company or any

of its Subsidiaries;

"Exercise PeriodFCA"

the period during which an Option may be exercised;the United

Kingdom Financial Conduct Authority, or any successor body;

"Grant Date"

the date on which an Award is granted;

"Grant Period"

the period of 42 days commencing on:

(a)

the day on which the extension of the life of the Plan is

approved by shareholders of the Company in general

meeting;

(b)

the Dealing Day after the day on which the Company makes

an announcement of its results for any period;(including any

quarterly trading update);

(c)

(c)

the day on which the Policy is approved by shareholders;

(d)

in respect of an Eligible Employee, the date on which that

Eligible Employee first becomes employed by the Company

or any of its Subsidiaries; or

(e)

any day on which the Board resolves that exceptional

circumstances exist which justify the grant of Awards;

unless the Company is restricted from granting Awards under the Plan

during the periods specified above as a result of any Dealing

Restrictions, in which case the relevant Grant Period will be 42 days

commencing on the Dealing Day after such Dealing Restrictions are

lifted;

"Group Member"

the Company, any Subsidiary of the Company, any company which is

(within the meaning of section 1159 of the Companies Act 2006) the

Company's holding company or a Subsidiary of the Company's

holding company or, if the Board so determines, any body corporate

in relation to which the Company is able to exercise at least 20% of

the equity voting rights and "Group" will be construed accordingly;

"Holding Period"

in respect of an Award which is subject to a Holding Period, the period

starting on the later of theAssessment Date and the third anniversary

of the Grant Date(or such later date as the Board determines)and

ending two years later;(or at such other time as the Board may

determine on or before the Grant Date);1

"Internal Reorganisation"

where immediately after a change of Control of the Company, all or

substantially all of the issued share capital of the acquiring company

is owned directly or indirectly by the persons who were shareholders

in the Company immediately before the change of Control;

"Listing Rules"

the UKLA'sFCA'slisting rules, as amended from time to time;

"MAR"

the EU Market Abuse Regulation 596/2014 and any associated EU

Regulation, to the extent each is incorporated into the law of the

United Kingdom by virtue of section 3 of the European Union

(Withdrawal) Act 2018 and as amended by any instrument related to

their incorporation into the law of the United Kingdom;

"Nil-Cost Option"

a right to acquire Shares in accordance with the terms of the Plan

during an Exercise Periodat no cost to the Participant;

"Nominal Value Option"

a right to acquire Shares in accordance with the terms of the Plan

during an Exercise Periodon payment of an exercise price equal to

the nominal value of the Shares;

"Normal Vesting Date"2

the date on which an Award will normally Vest, which will be

determined as set out below:

in respectAwards which are subject to a Performance Condition and

to a Holding Period

The Normal Vesting Dateof an Award which is subject to a

Performance Condition and to a Holding Period,will be the first

Dealing Day after the end of the Holding Period.

Awards which are subject to a Performance Condition but not subject

to a Holding Period

The Normal Vesting Date of an Award which is subject to a

Performance Condition but not subject to a Holding Periodwill be the

later of:

(a)the Assessment Date; and

(b) the third anniversary of the Grant Date,

or such other date determined by the Board at the Grant Date.

Recruitment Awards which are not subject to a Performance

Condition

The Normal Vesting Date of a Recruitment Award which is not subject

to a Performance Condition will be the later of:

(a)

the date specified for these purposes by the Board at the Grant

Date; and

the date on which the Board determines whether an adjustment

should be made in accordance with rule 9.2;

and

the end of the Holding Period,

(or such later date determined by the Board at the Grant Date); and

i) in respect of an Award which is subject to a Performance

Condition but not subject to a Holding Period, will be the later of:

(a)

the Assessment Date;

(b)

the date on which the Board determines whether an adjustment

should be made in accordance with rule 9.2;

(c)

the third anniversary of the Grant Date,

(a)

(or such later date determined by the Board at the Grant Date);

(b)

"Option"

a Nil-Cost Option or a Nominal Value Option;

"Participant"

any person who holds an Award or following histheirdeath, histheir

personal representatives;

"Performance Condition"

a condition or conditions imposed under rule 3.1 which relates to

performance;

"Performance Period"

the period over which a Performance Condition will be measured

which, unless the Board determines otherwise, will be at leastthree

years;

"Plan"

the Dunelm Group 2014 Long Term Incentive Plan in its present form

or as from time to time amended;

"Policy"

the Company's directors' remuneration policy that has most recently

been approved by the Company's shareholders;

"Recovery Period"

(a)

in the case of an Award subject to a Performance Condition,

the period ending on the third anniversary of the Assessment

Date (or such later date as the Board may choose if that

determination is made before the originally anticipated end of

the Performance Period); and

(b)

in the case of a Recruitment Award which is not subject to a

Performance Condition, the period ending on the third

anniversary of the Normal Vesting Date (or such other date

as the Board may choose on or before the Grant Date);

"Recruitment Award"3

an Award granted in connection with the recruitment of an Eligible

Employee and which is granted in respect of remuneration they forfeit

in connection with their joining the Group;

"Share"

a fully paid ordinary share in the capital of the Company;

"Shareholding Requirement"

means any requirement, guideline or policy determined by the Board

from time to time pursuant to which a person must hold Shares either

while they hold office or employment with a Group Member of

following their ceasing to hold office or employment with a Group

Member;

"Subsidiary"

the meaning given by section 1159 of the Companies Act 2006;

"Tax Liability"

any tax or social security contributions liability or other deductions

required by law arising out of orin connection with an Award for which

the Participant is liable (or which may be recovered from the

Participant)and for which any Group Member or former Group

Member is obliged to pay oraccount to any relevant authority;

"Trustee"

the trustee or trustees for the time being of any employee benefit trust,

the beneficiaries of which include Eligible Employees;

"UKLA"

the United Kingdom Listing Authority (or other relevant authority);

"Vest"

(a)

in relation to a Conditional Award, the point at which a

Participant becomes entitled to receive the Shares; and

(b)

in relation to an Option, the point at which it becomes

capable of exercise,