Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica PLC

10 September 2009

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 9 September 2009, a total of 585,507 Centrica ordinary shares of 6 ¹⁴/81 pence each in respect of awards made under the terms of the LTIS in September 2006 were transferred to participants, including one Executive Director and a PDMR. These awards were subject to EPS and TSR performance conditions* and achieved an overall 73.57% 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 9 September 2009.

On release sufficient shares were sold on behalf of each participant to meet their income tax and National Insurance liabilities (41%). The shares were sold on 9 September 2009 at 255.50p.

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

Â	Â	Shares released	Â	Shares sold	Â	Net number of shares transferred to participant	Â	Total beneficial interest in shares following release
Executive Director		Â		Â		Â		Â
Sam Laidlaw		402,051		164,841		237,210		1,168,333
PDMR		Â		Â		Â		Â
Catherine May		59,123		24,241		34,882		115,979
								Â

2) Purchase of shares

On 9 September, Sam Laidlaw purchased 37,790 shares at a price of 255.50p per share. His total interest in shares following this transaction is 1,206,123 shares (0.02% of the issued share capital).

3) Long Term Incentive Scheme (LTIS) allocations

The Company announces that on 9 September 2009 it was notified that conditional allocations of ordinary shares of 6 ¹⁴/81 pence each in the Company were made on 9 September 2009 by the trustee of the LTIS to the following Executive:

	Â	TSR shares	Â	EPS shares	Â	Total number of shares
						in conditional
Â		Â		Â		allocation
Executive Directors		Â		Â		Â
Chris Weston		49,000		49,000		98,000
						Â

The allocation price for calculating the number of shares was 255.10p, being the average closing share price over the five business days immediately preceding the allocation date of 9 September 2009.

The conditional allocations shown above represent the maximum potential award possible if all performance criteria are met at the end of the three-year performance period commencing on 9 September 2009, as outlined in the Annual Report and Accounts of the Company.

Centrica Media Relations:	Â	Â	0845 072 8001
Centrica Investor Relations:			01753 494900
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*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 3 September 2009, Centrica was ranked 34^th in the LTIS comparator group and as a result 65% of the TSR shares allocated vested.

50 % on EPS1against RPI growth	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%.
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.
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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).