Regulatory information Directors’ report The Directors present their report together with the audited financial statements for the period ended 26 June 2021. Where reference is made to other sections of the Annual SHAREHOLDER AND VOTING RIGHTS Report and Accounts, these sections are incorporated into All members who hold Ordinary Shares are entitled to attend this report by reference. and vote at the Annual General Meeting. On a show of hands at a general meeting every member present in person shall STRATEGIC REPORT have one vote and on a poll, every member present in person The Group’s Strategic Report is set out on pages 2 to 91. or by proxy shall have one vote for every Ordinary Share held. This contains an indication of likely future developments in the business of the Company and the Group. On 2 October 2006, Jean Adderley, Bill Adderley and Sir Will Adderley (all shareholders) entered into a Relationship RESULTS AND DIVIDENDS Agreement with the Company, pursuant to which each of The consolidated profit of the Group for the year after Jean Adderley, Bill Adderley and Sir Will Adderley undertook taxation was £128.9m (2020: £87.7m). The results are to the Company that, for so long as, individually or together, discussed in greater detail in the CEO’s review on pages they are entitled to exercise, or to control the exercise of, 20 to 25. 30% or more of the rights to vote at general meetings of the Company or they are able to control the appointment A special dividend of 65p per share (2020: 32p) will be of Directors who are able to exercise a majority of votes at paid on 8 October 2021 to shareholders on the register Board meetings of the Company, they will: at 17 September 2021. • Conduct all transactions and relationships with any member of the Group on arm’s length terms and on a normal A final ordinary dividend of 23p per share (2020: nil) is commercial basis. proposed in respect of the period ended 26 June 2021, to • Not take any action which precludes or inhibits any member add to an interim ordinary dividend of 12p per share paid of the Group from carrying on its business independently on 9 April 2021 (2020: nil). The final dividend will be paid of Jean and Bill Adderley, Sir Will Adderley and their on 19 November 2021 to shareholders on the register at associates (as defined in the Listing Rules). 29 October 2021. • Not exercise any of their voting rights or other powers to procure any amendment to the Articles of Association STAKEHOLDER ENGAGEMENT of the Company which would be inconsistent with or Details of how the Directors have engaged with employees undermine any of the provisions of the Relationship and other stakeholders, and had regard to the interests of Agreement. colleagues and the need to foster the Company’s business • Abstain from voting on any resolution to which LR11.7.R(4) relationships with suppliers, customers and others and the of the Listing Rules applies involving Jean Adderley, Bill effect of that regard, including on the principal decisions Adderley or Sir Will Adderley or any of their associates as taken by the Company during the financial year, are set out in the related party. the Corporate Governance Report on pages 103 to 113, with • Not carry on (other than through their holding of securities complementary information in the Strategic Report on pages of the Company) or have any financial interest (other 14 to 17. Our s172(1) Companies Act 2006 statement can be found on page 91. 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. • Only enter into, amend or terminate any transaction, agreement or relationship between themselves or any of their associates and any member of the Group with the approval of a majority of the independent Non-Executive Directors. 172 DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021