18 March 2024

Headlam Group plc

(the 'Company')

Grant of awards under Deferred Bonus Plan & Performance Share Plan

Performance Share Plan awards

On 18 March 2024, the Company granted awards in the form of nil-cost options over a total of 935,334 ordinary shares of 5 pence each in the Company under the Company's Performance Share Plan, (the 'PSP'), including 660,635 to the following Executive Directors:

As detailed in the 2023 Annual Report and Accounts published on 18 March, vesting of the PSP awards is dependent on continued employment and the achievement of performance conditions against the following measures:

-     compound growth in Earnings Per Share (70%);

-     relative Total Shareholder Return performance measured against the constituents of the FTSE SmallCap Index (excluding investment trusts) (20%); and

-     reduction in greenhouse gas emissions (10%).

The performance conditions will be measured over a three-year performance period. 

In addition, the awards are further subject to an underpin performance condition that the extent of vesting reflects the overall financial performance of the Company over the three-year performance period.  When making this determination the Company's Remuneration Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in light of all relevant factors to ensure there have been no windfalls gains.

PSP awards granted to Executive Directors are additionally subject to a two-year holding period following the date of vesting during which a dividend equivalent will accrue in the form of additional shares to the extent the awards vest, as calculated on a re-investment basis.

The number of ordinary shares over which the awards were granted was calculated on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.  The awards are subject to the malus and clawback provisions of the PSP.

Deferred Bonus Plan ('DBP') awards

As detailed in the Directors' Remuneration Report on page 116 of the 2023 Annual Report and Accounts, rather than defer one-third of the bonus outcome into an award over shares, the Remuneration Committee has decided to defer 100% of the Executive Director's 2023 bonus outcome into an award under the DBP.

On 18 March 2024, the Company granted nil-cost options under the DBP to the following Executive Directors:

* Pro-rated as Adam Phillips to reflect that he joined the Company on 20 March 2023.

The 2024 DBP awards will not vest until the second anniversary of the grant date, and are subject to a dividend equivalent in the form of shares, calculated on a re-investment basis.  The number of ordinary shares over which the awards were granted was calculated based on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.

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 responsibilities / persons closely associated with them.