Total Voting Rights and Director/PDMR Shareholding

Total Voting Rights and Director/PDMR Shareholding

Centrica PLC

4 December 2012

Centrica plc (‘the Company’)

Total Voting Rights and Director/PDMR Shareholding

Total Voting Rights

In conformity with the Disclosure and Transparency Rules (‘the Rules’), we notify the market of the following:

As at 30 November 2012, the issued capital of the Company comprised 5,198,743,782 ordinary shares. All of these shares carry voting rights of one vote per share.

The Company does not currently hold any shares in treasury.

The above figure of 5,198,743,782 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.

Director/PDMR Shareholding

Purchase of ordinary shares of 6^14/81 pence in Centrica plc (‘Shares’ and the ‘Company’, respectively) by Directors of the Company and Persons Discharging Managerial Responsibility (‘PDMRs’) under its Share Incentive Plan (‘SIP’).

The SIP trustee, Equiniti Share Plan Trustees Limited (the ‘Trustee’), notified the Company on

4 December 2012 that:

(1) The following Directors and other Persons Discharging Managerial Responsibility for the Company acquired Shares under the SIP on 3 December 2012 held through the Trustee:

	Â	Number	Â	Aggregate Shares held
		of Shares		Beneficially (across all accounts
Directors		Acquired*		following acquisition)
Phil Bentley		57		2,219,238
Mark Hanafin		57		519,093
Sam Laidlaw		57		2,521,122
Nick Luff		57		646,997
Chris Weston		57		465,697
					Â
Persons Discharging Managerial Responsibility
Grant Dawson		57		571,897
Jill Shedden		57		147,702
					Â

* The ‘Number of Shares Acquired’ includes 38 Partnership shares acquired at 329.79 pence per share and 19 Matching shares acquired at 325.53 pence per share.

Both the Partnership and Matching elements are registered in the name of the Trustee.

(2) The Trustee had transferred 15,000 shares from Equiniti Corporate Nominees Limited AESOP1 (Allocated shares) to Equiniti Corporate Nominees Limited AESOP2 (Unallocated shares). The transfer was made following the forfeiture of shares, under the rules of the SIP, by participants who have left the group since the last purchase and the shares had been used towards the current month’s allocation of Matching shares.

Pamela Coles

Head of Secretariat

Centrica plc

01753 494006

Notes:

The SIP is made available to all UK employees and operates as follows:

• Each month the Trustee uses participants’ contributions (which may not exceed £125 per participant per month) to purchase shares in the market. These shares are called ‘Partnership shares’.
• At the same time the Company allots to participants via the Trustee one ‘Matching share’ for every two Partnership shares purchased that month (up to a maximum of 22 Matching shares per month).
• Participants may change their monthly savings rate whenever they wish. However, Directors and others bound by the Company’s Securities Dealing Code (the “Code”) may not make such a change during a close period or when otherwise prohibited from dealing by the Code.