Total Voting Rights and Director/PDMR Shareholding

Total Voting Rights and Director/PDMR Shareholding

Centrica plc

4 February 2014

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 31 January 2014, the issued capital of Centrica plc (the ‘Company’) comprised 5,080,996,512 Ordinary Shares, of 6^14/81 pence (‘Shares’). This figure excludes 118,933,180 Shares held in treasury. All of the issued Shares carry voting rights of one vote per share.

The figure of 5,080,996,512 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 Shares 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 February 2014 that:

(1) The following Directors and other PDMRs for the Company acquired Shares under the SIP on 3 February 2014 held through the Trustee:

	Â	Number	Â	Aggregate Shares held
		of Shares		Beneficially (across all accounts
Directors		Acquired (a)		following acquisition) (b)
Mark Hanafin		60		360,428
Sam Laidlaw		60		2,300,498
Nick Luff		60		451,658
Chris Weston		60		527,993
					Â
Persons Discharging Managerial Responsibility
Grant Dawson		60		533,318
Jill Shedden		60		177,424

(a) The ‘Number of Shares Acquired’ for each of the above Directors includes 40 Partnership shares acquired at 314.70 pence per share and 20 Matching shares acquired at 313.30 pence per share. Both the Partnership and Matching elements are registered in the name of the Trustee.

(b) Excluding vested but unexercised nil cost options.

(2) The Trustee had transferred 20,000 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.

Nicola Carroll

Head of Company Secretarial Services

Centrica plc

01753 494009

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.