Dunelm Group plc – Annual report – 27 June 2026
Industry: retail
Directors’ report (extract 1)
Information to be disclosed under UK Listing Rule (UKLR) 6.6.1R
The majority of the disclosures required under UKLR 6.6.1R are not applicable to Dunelm. The table below sets out the location of those requirements that are applicable:
Directors’ report (extract 2)
Shareholder and voting rights
All members who hold Ordinary Shares are entitled to attend and vote at the Annual General Meeting. On a show of hands at a general meeting every member present in person shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for every Ordinary Share held.
There are no special voting rights attached to any of the Company’s shares.
In order to be passed, an ordinary resolution of the Company must be supported by at least 50% of the votes cast at a shareholders’ meeting, and a special resolution by at least 75% of votes cast.
On 2 October 2006, Jean Adderley, Bill Adderley and Sir Will Adderley (all shareholders at that time) entered into a Relationship Agreement with the Company, pursuant to which each of Jean Adderley, Bill Adderley and Sir Will Adderley undertook to the Company that, for so long as, individually or together, they are entitled to exercise, or to control the exercise of, 30% or more of the rights to vote at general meetings of the Company or they are able to control the appointment of Directors who are able to exercise a majority of votes at Board meetings of the Company, they will and so far as possible will ensure that any of their associates (as defined in the UK Listing Rules) will:
- conduct all transactions and relationships with any member of the Group on arm’s length terms and on a normal commercial basis;
- not take any action which precludes or inhibits any member of the Group from carrying on its business independently of Jean Adderley, Bill Adderley, Sir Will Adderley or their associates (as defined in the UK Listing Rules);
- not exercise any of their voting rights or other powers to procure any amendment to the Articles of Association of the Company which would be inconsistent with or undermine any of the provisions of the Relationship Agreement;
- abstain from voting on any resolution required under the UK Listing Rules in connection with a related party transaction (as defined in the UK Listing Rules) involving themselves or any of their associates as the related party (noting that, since 29 July 2024, such transactions require Board approval (excluding associates of the related party) rather than a shareholder vote); and
- not carry on (other than through their holding of securities of the Company) or have any financial interest (other than a financial interest in securities which are held for investment purposes only) in any person who carries on a business as a homewares retailer, to the extent that it would be inconsistent with or undermine any provisions of the Relationship Agreement.
WA Capital Limited and Lady Nadine Adderley (together with Jean Adderley, Bill Adderley and Sir Will Adderley (the “Adderley Shareholders”), subsequently became parties to the Relationship Agreement at or around the time at which they became interested in shares in the Company.
In July 2014, the Relationship Agreement was amended so as to comply with amendments to the UK Listing Rules then in force and the following additional undertakings were given by the Adderley Shareholders:
- no action will be taken that would have the effect of preventing the Company from complying with its obligations under the UK Listing Rules; and
- no resolution will be proposed, or procured to be proposed, which is intended to, or appears to be intended to circumvent the proper application of the UK Listing Rules.
Greenhill Holdings Limited recently replaced WA Capital Limited as the ultimate holding company of certain of Sir Will Adderley’s beneficial interests in the Company, with WA Capital Limited itself becoming a subsidiary of Greenhill Holdings Limited and a sister company of WA Capital Investment Limited (the company through which certain of Sir Will Adderley’s interests in the Company are held) following a holding company reorganisation. Pursuant to the terms of the Relationship Agreement, Sir Will Adderley (alongside certain of the other Adderley Shareholders) is obliged to ensure so far as possible that Greenhill Holdings Limited complies with the terms of the Relationship Agreement.
In addition, the Articles of Association of the Company provide that election and re-election of Independent Directors must be conducted in accordance with the election provisions set out in UKLR 6.2.8R and UKLR 6.2.9R.
The Company confirms that it has complied with its obligations under the Relationship Agreement during the financial period under review, and that so far as it is aware, all other parties to that agreement have complied with it.
The Board is satisfied that, throughout the period under review, the Company has been capable of carrying on its business independently of the controlling shareholders.
The Company confirms that there are no contracts of significance between any member of the Group and any of the parties to the Relationship Agreement, with the exception of Sir Will Adderley’s service agreement as a Director of the Company, the terms of which are outlined in the Remuneration Committee report.
There are no restrictions on the transfer of Ordinary Shares in the Company other than certain restrictions imposed by laws and regulations (such as insider trading and marketing requirements relating to closed periods) and requirements of the UK Listing Rules whereby Directors and certain employees of the Company require Board approval to deal in the Company’s securities.
