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 an Executive Director and Person Discharging Managerial Responsibility (PDMR).

1. Long Term Incentive Scheme (LTIS) allocations

On 6 September 2011, conditional allocations of ordinary shares in the Company were made by the trustee of the LTIS to Jill Shedden, a PDMR:

PDMR	Â	EPS shares	Â	TSR shares	Â	Total number of shares in conditional allocation	Â	Total beneficial interest in shares following allocation
Jill Shedden		22,398		22,398		44,796		112,863

The allocation price for calculating the number of shares was 295.78 pence (the average closing share price of the preceding five days).

The conditional allocations shown above have been structured as nil-cost options. They represent the maximum potential award possible if all the performance criteria are met at the end of the three-year performance period, which commenced on 6 September 2011.

50% on Earnings Per Share (EPS) growth 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%.
50% on Total Shareholder Return (TSR) percentage out-performance of the FTSE 100 index		Full vesting if 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%.

2. Release and sale of shares from the LTIS

On 6 September 2011, a total of 297,940 Centrica ordinary shares were transferred to participants, including Mark Hanafin, an Executive Director, in respect of awards made under the LTIS in September 2008. These awards were subject to EPS and TSR performance conditions ⁽¹⁾ and achieved an overall vesting of 32.5%. The number of shares released was increased to reflect the dividends that would have been paid during the three-year performance period. On 6 September 2011 sufficient shares were withheld and sold at 291.5p on behalf of each participant to meet their income tax and National Insurance liabilities.

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

Executive Director	Â	Shares released	Â	Shares sold for tax/NICs	Â	Net number of shares transferred	Â	Total beneficial interest in shares following release
Mark Hanafin		138,776		72,164		66,612		488,751

⁽¹⁾ 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 1 September 2011, Centrica was ranked 34th in the LTIS comparator group and as a result 65% 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%.
50% on TSR against FTSE 100 (LTIS comparator group)		Full vesting for upper quintile ranking. Zero vesting for sub-median ranking.

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.