Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica PLC

5 April 2011

This announcement gives details of share awards and releases, and other transactions in Centrica shares, by Executive Directors and other Persons Discharging Managerial Responsibility (PDMRs).

All Executive Directors and PDMRs have maximised their voluntary investment in the business, with the exception of Anne Minto who is retiring from the Company later in the year.

Centrica announces the following transactions in respect of its ordinary shares of

6 ^14/81 pence each by its Executive Directors and PDMRs.

1) Deferred and Matching Share Scheme 2011 (DMSS) allocations

On 4 April 2011, the trustee of the DMSS purchased a total of 1,327,655 Centrica ordinary shares of 6 ^14/81 pence each at 332.14p and allocated matching shares to Executive Directors and PDMRs, as detailed below:

Executive Directors	Â	Total number of deferred shares acquired in DMSS (1)	Â	Total number of investment shares acquired in DMSS (2)	Â	Number of conditional matching shares allocated (3)
Phil Bentley		80,113		31,004		286,772
Mark Hanafin		75,956		26,402		259,675
Sam Laidlaw		180,646		37,619		514,838
Nick Luff		76,138		30,186		275,484
Chris Weston		62,358(1)		25,874		230,324
PDMRs		Â		Â		Â
Grant Dawson		35,645		17,497		142,706
Catherine May		26,985		11,207		99,712
Anne Minto		37,946		-		75,892

⁽¹⁾ A percentage of gross bonus (before the deduction of income tax and National Insurance contributions) was automatically deferred and, with the exception of the amount deducted for Chris Weston, invested in Centrica shares. Sam Laidlaw was subject to a 40% deferral of gross bonus while 30% was deferred in respect of each Executive Director and PDMR. For Chris Weston, who is based in Toronto, no deferred shares have been acquired as, for local tax reasons, only a notional entitlement to these shares may be allocated.

⁽²⁾ Participants had the opportunity to make a further voluntary investment, funded from net annual performance bonus, so that the maximum total investment (on a gross basis) was 50% of the individual’s maximum bonus entitlement for 2010.

⁽³⁾ The allocations of conditional matching shares have been structured as nil-cost options (except for Chris Weston whose matching shares have been allocated as conditional awards due to local tax reasons) and made on a gross basis. Investment shares are grossed up for the calculation of the matching shares so that the deferred and investment shares are matched on the same basis.

The number of matching shares that vest will be determined on a straight-line basis over a three-year period. The maximum two for one match will be achieved for Group Economic Profit (EP) growth of 25% or more with zero matching for no growth, measured on a point-to-point basis.

2) Long Term Incentive Scheme 2011 (LTIS) allocations

On 4 April 2011 conditional allocations of ordinary shares in the Company were made by the trustee of the LTIS to the following Executive Directors and other PDMRs:

Executive Directors	Â	EPS shares	Â	TSR shares	Â	Total number of shares in conditional allocation
Phil Bentley		194,570		194,570		389,140
Mark Hanafin		176,185		176,186		352,371
Sam Laidlaw		291,089		291,090		582,179
Nick Luff		186,910		186,910		373,820
Chris Weston		156,269		156,269		312,538
PDMRs		Â		Â		Â
Grant Dawson		90,773		90,774		181,547
Catherine May		55,536		55,537		111,073

The allocation price for calculating the number of shares was 326.36p, being the average closing share price over the five business days immediately preceding the allocation date of 4 April 2011.

The conditional allocations shown above have been structured as nil-cost options (with the exception of Chris Weston who was allocated a conditional award due to local tax reasons) and represent the maximum potential award possible if all the performance criteria are met at the end of the three-year performance period. If and to the extent that the performance criteria are satisfied at the conclusion of the performance period, the relevant number of shares will be transferred to executives at the trustee’s discretion.

The actual percentage of the allocation eventually to vest is dependent on the satisfaction of performance criteria over a three-year performance period commencing on 4 April 2011:

50% on EPS growth against RPI growth	Â	Full vesting for Earnings Per Share (EPS) growth exceeding RPI growth by 30%. Zero vesting if EPS growth fails to exceed RPI growth by 9%. Vesting will increase on a straight-line basis between 25% and 100% if EPS growth exceeds RPI growth by between 9% and 30%.
50% on TSR percentage out-performance of the FTSE 100 index		Full vesting if Total Shareholder Return (TSR) out performs the TSR of the FTSE 100 index by 7% or more per year. Zero vesting if the TSR out performance is less than 0.1%. Vesting will increase on a straight-line basis between 25% and 100% for out performance of the TSR of the FTSE 100 index of between 0.1% and 7% per annum.

3) Share Incentive Plan (SIP)

The SIP trustee, Equiniti Share Plan Trustees Limited (the “Trustee”), notified the Company on 4 April 2011 that:

(a) The following Executive Directors and other PDMRs had acquired Shares under the SIP on 1 April 2011:

	Â	Number of shares acquired(4)
Executive Directors
Phil Bentley		57
Sam Laidlaw		57
Nick Luff		57
Chris Weston		57
Mark Hanafin		57
			Â
PDMRs
Grant Dawson		57
Catherine May		57
Anne Minto		57

⁽⁴⁾ The ‘Number of shares acquired’ includes 38 Partnership shares acquired at 327.96p per share and 19 Matching shares acquired at 326.20p per share. Both Partnership and Matching elements are registered in the name of the Trustee and participants are subject to a maximum potential 22 Matching shares per month.

(b) The Trustee had transferred 10,000 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 April allocation of Matching shares.

4) Release and sale of shares from the Deferred and Matching Share Scheme 2008 (DMSS)

On 4 April 2011, a total of 6,845,156 Centrica ordinary shares of 6 ^14/81 in respect of shares acquired and conditional matching shares held under the terms of the DMSS were transferred to participants including four Executive Directors and three other PDMRs. The conditional matching shares were subject to an EP performance condition ⁽⁵⁾ and achieved 100% vesting. In accordance with the terms of the DMSS the number of shares released was increased to reflect the dividends that would have been paid on the matching shares during the three-year performance period and were released by the trustee of the DMSS on 4 April 2011.

On release sufficient shares were withheld for each participant to meet their income tax and National Insurance liabilities. In addition, a number of Executive Directors and PDMRs sold additional shares released to them, in accordance with clearance sought under the Company’s Securities Dealing Code (“the Code”). All the shares were sold on 4 April 2011 at 331.01p.

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

Executive Directors	Â	Total number of shares released (5)	Â	No of shares sold for tax/NI	Â	No of shares sold	Â	Net number of shares transferred to participant
Phil Bentley		172,697		88,076		84,621		-
Sam Laidlaw		700,130		302,352		200,000		197,778
Nick Luff		351,688		152,723		198,965		-
Chris Weston		187,654		89,619		98,035		-
PDMRs		Â		Â		Â		Â
Grant Dawson		223,650		100,112		38,000		85,538
Catherine May		96,826		45,540		51,286		-
Anne Minto		217,767		95,420		-		122,347

⁽⁵⁾ As at 31 December 2010, Centrica’s cumulative EP growth over the three-year performance period was 39% and as a result the conditional matching shares vested in full on a two for one basis.

5) Release and sale of shares from the Long Term Incentive Scheme 2008 (LTIS)

On 4 April 2011, a total of 3,472,463 Centrica ordinary shares of 6 ^14/81 pence each in respect of awards made under the terms of the LTIS in April 2008 were transferred to participants, including the Executive Directors and PDMRs. In respect of four Executive Directors and three other PDMRs these awards were subject to EPS and TSR performance conditions ⁽⁶⁾ and achieved an overall vesting of 27.5%. 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 4 April 2011.

On release sufficient shares were withheld for each participant to meet their income tax and National Insurance liabilities. In addition, a number of Executive Directors and PDMRs sold additional shares released to them, in accordance with clearance sought under the Code. All the shares were sold on 4 April 2011 at 331.01p.

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

Executive Directors	Â	Total number of shares released (6)	Â	No of shares sold for tax/NI	Â	No of shares sold	Â	Net number of shares transferred to participant
Phil Bentley		137,515		70,133		67,382		-
Sam Laidlaw		214,355		109,322		-		105,033
Nick Luff		131,189		66,907		64,282		-
Chris Weston		85,039		43,370		41,669		-
PDMRs		Â		Â		Â		Â
Grant Dawson		72,476		36,963		-		35,513
Catherine May		51,408		26,219		25,189		-
Anne Minto		68,224		34,795		-		33,429

⁽⁶⁾ As at 31 December 2010 Centrica’s EPS performance target had not been achieved and as a result none of the EPS shares allocated had vested. On 2 April 2011, Centrica was ranked 38^th in the LTIS comparator group and as a result 55% of TSR shares allocated vested.

50% on EPS against RPI growth	Â	Full vesting for EPS growth exceeding RPI growth by 30%. Zero vesting if EPS growth fails to exceed RPI growth by 9%. Vesting will increase on a straight-line basis between 25% and 100% between these points.
50% on TSR against FTSE 100 (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% between these points.

6) Sale of shares and current share interests

The Company was notified on 4 April 2011 that, in accordance with clearance sought under the Code, on 4 April 2011 Phil Bentley sold 250,000 shares at a price of 331.50p.

Following the share transactions set out above, the Executive Directors and other PDMRs retain an interest in the share capital of the Company as follows:

Â	Â	Aggregate number of ordinary shares of 6 14/81p(7)	Â	LTIS – total conditional allocations	Â	DMSS – total matching shares allocated	Â	ESOS & SESOS – options vested but not exercised	Â	Sharesave options
Executive Directors		Â		Â		Â		Â		Â
Phil Bentley		1,994,976		1,361,477		769,198		-		3,977
Mark Hanafin(8)		421,842		1,581,508		859,269		336,012		4,727
Sam Laidlaw		2,198,512		2,032,379		1,770,346		-		3,977
Nick Luff		639,157		1,280,733		914,752		-		7,392
Chris Weston(9)		590,874		1,086,610		762,580		630,816		4,727
PDMRs		Â		Â		Â		Â		Â
Grant Dawson		540,259		630,177		389,020		275,800		7,392
Catherine May		214,757		374,491		313,597		-		3,977
Anne Minto		591,763		349,034		398,758		283,815		4,727

⁽⁷⁾ Executive Directors’ and PDMRs’ aggregate number of ordinary shares include those held in the SIP and the deferred and investment shares held in the DMSS.

⁽⁸⁾ Mark Hanafin holds a vested option over shares under the Special Executive Share Option Scheme (SESOS).

⁽⁹⁾ As explained above, Chris Weston received a notional allocation of deferred shares under the DMSS, in accordance with Canadian tax laws. Following this allocation his total notional entitlement to deferred shares under the DMSS is 117,256, included in the above table.

Further information on the operation of the schemes including details on performance conditions are provided in the 2010 Annual Report and Accounts of the Company.