17 April 2025

Headlam Group plc

(the 'Company')

Grant of awards under Performance Share Plan

Performance Share Plan awards

On 17 April 2025, the Company granted awards in the form of nil-cost options over 1,238,535 ordinary shares of 5 pence each in the Company under the Company's Performance Share Plan, (the 'PSP') to the following Executive Directors:

As detailed in the 2024 Annual Report and Accounts published on 24 March 2025, vesting of the PSP awards is dependent on continued employment and the achievement of performance conditions against the following measures:

-     Earnings Per Share performance (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 awards are subject to the malus and clawback provisions of the PSP.

 Notification and public disclosure of transactions by persons discharging managerial 

 responsibilities / persons closely associated with them.