Governance & regulatory information Division of responsibilities continued SHAREHOLDER VOTING RIGHTS The holder of each ordinary share of the Company is entitled POWERS OF DIRECTORS to cast one vote (in person or by proxy) on each resolution at a meeting of shareholders. There are no special voting The business of the Company is managed by the Board, rights attached to any of the Company’s shares. In order to which may exercise all of the powers of the Company, be passed, an ordinary resolution of the Company must be subject to the requirements of the Companies Act, supported by at least 50% of the votes cast at a shareholders’ the Articles of Association of the Company and any meeting, and a special resolution by at least 75% of votes cast. special resolution of the Company. As stated above, the Board has adopted internal delegations of authority in APPOINTMENT AND REMOVAL OF DIRECTORS AND accordance with the Code and these set out matters ANNUAL RE-ELECTION which are reserved to the Board or Committees and the The Articles of Association of the Company provide that a powers and duties of the Chairman, the Deputy Chairman Director may be appointed by ordinary resolution of the and the Chief Executive Officer respectively. Company’s shareholders in general meeting, or by the Board so long as the Directorstands down and offers him or herself for election at the next Annual General Meeting SHARE BUYBACK AND RULE 9 WAIVER of the Company. Since the time of flotation of the Company, the members of the Adderley family, including Bill and Jean Adderley and The Board’s policy is that all Directors are subject to annual Sir Will Adderley, have been considered to be acting in re-election and therefore should stand down and offer concert (‘a Concert Party’) for the purposes of Rule 9 of the themselves for re-election at each Annual General Meeting. City Code on Takeovers and Mergers (the ‘City Code’). At The Articles also provide that each Director must stand down the date of this report, Sir Will Adderley controls 37.7% of the and offer him or herself for re-election by shareholders at the issued share capital of the Company, and the Concert Party Annual General Meeting at least every three years. controls 42.6%. Bill and Jean are no longer directors of the Company or actively involved, although Sir Will Adderley is The Nominations Committee makes recommendations to a Director and Deputy Chairman. the Board on the appointment and removal of Directors. As usual we will be requesting authority to buy back up to For each Director, reasons are provided in the Notice of 5 million shares (2.5% of our share capital) at the AGM. This Annual General Meeting stating why their contribution is, authority is to allow the Company to purchase shares in order and continues to be, important to Dunelm’s long-term to satisfy future share option entitlements for Executives, success. Non-Executive Directors will also be subject to a excluding Sir Will Adderley. Given that it is expected that separate vote by shareholders independent of the Adderley shares bought by Dunelm in the market will be reissued, then family as required by the Listing Rules of the United Kingdom no dilution or change of control should occur either for the Listing Authority. Concert Party or for other shareholders. As Sir Will Adderley has a beneficial interest of above 30% of our share capital, Directors may be removed by a special resolution of and the interest of the Concert Party is less than 50%, for the shareholders, or by an ordinary resolution of which special Company to exercise the authority to buy back shares we notice has been given in accordance with the Companies Act have to ask shareholders to approve a waiver of Rule 9 of the 2006. The Articles also provide that the office of a Director Takeover Code, as otherwise Sir Will would be required by shall be vacated if they are prohibited by law from being law to make an offer to buy all of the shares in the Company. a Director, or are declared bankrupt; and that the Board We understand that a number of shareholders have concerns may resolve that his or her office be vacated if he or she is about Rule 9 waivers in general, as they can lead to major of unsound mind or is absent from Board meetings without shareholders gaining ‘creeping control’; as a result they may consent for six months or more. A Director may also resign be bound by their voting policy to vote against the resolution. from the Board. 118 DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021