Performance Share Plan awards

9 April 2021

Headlam Group plc

(the 'Company')

Grant of awards under the Company's Performance Share Plan ('PSP')

On 9 April 2021, the Company granted awards in the form of nil-cost options over a total of 265,360 ordinary shares in the Company under the Company's PSP (the '2021 PSP'), including 151,180 to the following Executive Directors and Persons Discharging Managerial Responsibility ('PDMR'):

As detailed on pages 101 and 102 of the 2020 Annual Report and Accounts, the PSP awards vest dependent on the achievement of relative Total Shareholder Return and absolute Earnings Per Share performance conditions 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 the light of all relevant factors to ensure there have been no windfall 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 based on a share price of 454.2 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, which are subject to the Malus and Clawback conditions of the PSP, will ordinarily vest on the latest of three years following the date of grant or the date on which the Company's Remuneration Committee determines the extent to which the performance conditions have been satisfied.

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