WA Capital Limited and Nadine Adderley, to whom There are no restrictions on the transfer of Ordinary Shares Sir Will Adderley transferred shares by way of a gift, have in the Company other than certain restrictions imposed by subsequently become party to this agreement. laws and regulations (such as insider trading and marketing requirements relating to closed periods) and requirements In July 2014, the Relationship Agreement was amended so as of the Listing Rules whereby Directors and certain employees to comply with Listing Rule LR 9.2.2A(2)(a), which came into of the Company require Board approval to deal in the effect on 16 May 2014. The following additional undertakings Company’s securities. were given by the parties: • No action will be taken that would have the effect UK LISTING AUTHORITY LISTING RULES (LR) – of preventing the Company from complying with its COMPLIANCE WITH LR9.8.4C obligations under the Listing Rules. The majority of the disclosures required under LR 9.8.4 are not • No resolution will be proposed, or procured to be applicable to Dunelm. The table below sets out the location of proposed, which is intended to, or appears to be intended those requirements that are applicable: to circumvent the proper application of the Listing Rules. Applicable sub-paragraph within LR 9.8.4 Disclosure provided (14) A statement made by the Board that See section of Directors’ In addition, the Articles of Association of the Company the Company has entered into an report headed provide that the election and re-election of Independent agreement under LR 9.2.2A, that the ‘Shareholder and voting Directors must be conducted in accordance with the election Company has, and as far as it is aware, rights’. provisions set out in LR 9.2.2ER and LR 9.2.2FR. This means the other parties to the agreement have, that the election or re-election of each Independent Director complied with the agreement. at the Annual General Meeting will be subject to an additional separate resolution upon which parties controlling 30% or CHANGE OF CONTROL more of the voting shares of the Company are not eligible The Company is not party to any significant agreements which to vote. take effect, alter or terminate solely on a change of control of the Company following a takeover bid. The Company confirms that it has complied with its obligations under the Relationship Agreement during the There are no agreements between the Company and financial period under review, and that so far as it is aware, its Directors or employees providing for additional all other parties to that agreement have complied with it. compensation for loss of office or employment (whether through resignation, redundancy or otherwise) that occurs The Company confirms that there are no contracts of because of a takeover bid. significance between any member of the Group and any of the parties to the Relationship Agreement, with the exception Details of the rights of employees to exercise options on of Sir Will Adderley’s service agreement as a Director a change of control of the Company are set out in the of the Company, the terms of which are outlined in the remuneration policy section of this report. Remuneration Report. DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021 173 GOVERNANCESTRATEGIC REPORT FINANCIAL STATEMENTSOTHER INFORMATION