Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica PLC

Centrica plc (the Company) - Directors’ and other PDMRs’ share interests

Centrica announces the following transactions in respect of its ordinary share capital of 6 ¹⁴/81 pence each by Executive Directors and other Persons Discharging Managerial Responsibility (PDMRs).

1) Release and sale of shares from the Long Term Incentive Scheme (LTIS)

On 7 April 2009, a total of 6,350,512 Centrica ordinary shares of 6 ¹⁴/81 pence each in respect of awards made under the terms of the LTIS in April 2006 were transferred to participants, including one Executive Director and four other PDMRs. These awards were subject to EPS and TSR performance conditions* and achieved an overall 91.07% vesting. In accordance with the terms of the LTIS the number of shares released was increased to reflect the dividends that would have been paid during the three-year performance period and were released by the trustee of the LTIS on 2 April 2009.

On release sufficient shares were held for each participant to meet their income tax and National Insurance liabilities (41%). The shares were sold today at 228.828p.

The specific details of the release and disposals relating to the Executive Director and other PDMRs are as follows:

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Shares released

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Shares sold

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Net number of shares transferred to participant

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Total beneficial interest in shares following release

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Executive Directors

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Phil Bentley

317,542

130,193

187,349

1,278,142

Other PDMRs

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Grant Dawson

174,746

71,647

103,099

650,487

Deryk King

204,704

83,930

120,774

510,436

Anne Minto

165,258

67,757

97,501

402,950

Chris Weston

169,754

69,600

100,154

417,381

2) Grant of Sharesave Options

On 7 April 2009, options were granted at an option price of 193.54p per share to Mark Hanafin, Anne Minto and Chris Weston under the terms of the Centrica Sharesave scheme. Each was granted an option over 4,727 shares which will be exercisable between 1 June 2012 and 30 November 2012.

Centrica Media Relations: 0845 072 8001

Centrica Investor Relations: 01753 494900

*LTIS Performance criteria

As at 31 December 2008, Centrica’s EPS growth had exceeded RPI growth by 25.1% and as a result 82.14% of the EPS shares allocated vested. On 2 April 2009, Centrica was ranked 19^th in the LTIS comparator group and as a result 100% of the TSR shares allocated vested.

50 % on EPS1against RPI growth	Â	Â	Full vesting for EPS1 growth exceeding RPI growth by 30%. Zero vesting if EPS1 growth fails to exceed RPI growth by 9%. Vesting will increase on a straight-line basis between 25% and 100% if EPS1 growth exceeds RPI growth by between 9% and 30%.
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50 % on TSR against FTSE 1002 (LTIS comparator group)			Full vesting for upper quintile ranking. Zero vesting for sub-median ranking. Vesting will increase on a straight-line basis between 25% and 100% for ranking between median and upper quintile.

¹ EPS is calculated as the Company’s earnings per share, adjusted for exceptional items and certain re-measurements arising on the application of IAS 32 and IAS 39.

² The Remuneration Committee determined that, for that part of the LTIS subject to the comparative TSR performance conditions, the most appropriate comparator group for the Company is the companies comprising the FTSE 100 at the start of the relevant performance period (the LTIS comparator group).