Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica PLC

Director and PDMR shareholdings

Centrica announces the following transactions in respect of its ordinary shares by its Executive Directors and other Persons Discharging Managerial Responsibility (PDMRs), together ‘the Executives’. Sections 1 and 2 relate to awards being made that will vest in 2015, the value of which is subject to share price movements and performance conditions. Sections 3 and 4 relate to the vesting of awards made in 2009 that have now completed their performance periods. The Company was notified on 5 April 2012.

1) Deferred and Matching Share Scheme 2012 (DMSS) allocations

On 4 April 2012 the Company’s Employee Share Trust purchased Centrica shares at 312p each, with deferred shares and investment shares acquired within the DMSS for the Executives, together with allocations of matching shares, as follows:

Executive Directors	Â	Total number of deferred shares acquired in DMSS	Â	Total number of investment shares acquired in DMSS	Â	Number of conditional matching shares allocated
Sam Laidlaw		108,693		164,155		548,114
Phil Bentley		32,565		97,155		305,306
Mark Hanafin		56,870		81,361		276,462
Nick Luff		50,342		96,303		293,290
Chris Weston		48,801		73,804		245,210
PDMRs		Â		Â		Â
Grant Dawson		25,079		50,888		151,934
Jill Shedden		20,611		35,162		111,546

The deferred shares and investment shares relate to the Annual Incentive Scheme awards for 2011 as disclosed in the 2011 Annual Report and Accounts together with further investment from the LTIS as detailed in section 4 below. The awards do not vest for three years and are subject to rigorous performance conditions. The Annual Report and Accounts provides further detail on the operation of the DMSS and related performance conditions.

Deferred and investment shares that are held for three years are matched, up to a maximum of two shares for every one held, to the extent that a long-term performance condition is met. The conditional matching shares shown above represent the maximum potential award possible if all the performance criteria are met at the end of the three-year performance period. The matching awards have been structured as nil-cost options and are exercisable from the third to the tenth anniversary of grant (except for Chris Weston whose matching shares have been allocated as conditional awards due to local tax reasons).

2) Long Term Incentive Scheme 2012 (LTIS) allocations

On 4 April 2012 conditional allocations of Centrica shares were made under the terms of the LTIS to the following Executives:

Executive Directors	Â	Total number of shares in conditional allocation
Sam Laidlaw		598,312
Phil Bentley		399,924
Mark Hanafin		362,136
Nick Luff		384,179
Chris Weston		321,199
PDMRs		Â
Grant Dawson		186,578
Jill Shedden		136,981

The allocation price for calculating the number of shares was 318p, being the average closing share price over the five business days immediately preceding the allocation date of 4 April 2012.

The conditional allocations shown above have been structured as nil-cost options and are exercisable from the third to the tenth anniversary of grant (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.

Further details on the operation of the LTIS and on the performance conditions are included in the 2011 Annual Report and Accounts.

3) Release and sale of shares from the Deferred and Matching Share Scheme 2009 (DMSS)

On 4 April 2012 conditional matching shares held under the terms of the DMSS which were awarded in April 2009 were transferred to Executives as detailed below. 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.

The following table sets out the specific details of the release and disposals, which in respect of the latter includes sufficient shares to settle a 52% taxation, including National Insurance (NI) and other statutory withholding liability:

Executive Directors	Total number of shares released	Â	No of shares sold for tax and NI, and share dealing commission	Â	No of additional shares sold	Â	Net number of shares transferred to participant
Sam Laidlaw	1,089,104		517,073		385,520		186,511
Phil Bentley	284,039		147,997		-		136,042
Mark Hanafin	495,433		219,254		276,179		-
Nick Luff	550,476		258,884		291,592		-
Chris Weston	431,145		202,028		229,117		-
PDMRs	Â		Â		Â		Â
Grant Dawson	156,675		81,785		74,890		-
Jill Shedden	89,587		41,052		48,535		-

The share price on release and disposal was 312p.

4) Release and sale of shares from the Long Term Incentive Scheme 2009 (LTIS)

On 4 April 2012, Centrica shares in respect of awards made under the terms of the LTIS in April 2009 were transferred to participants, including the Executives. In accordance with the terms of the LTIS, 21.33% of the shares originally awarded in 2009 were released and the remainder lapsed. The number of shares released was increased to reflect the dividends that would have been paid during the three-year performance period.

The following table sets out the specific details of the release and disposals, which in respect of the latter includes sufficient shares to settle a 52% taxation, including National Insurance (NI) and other statutory withholding liability:

Executive Directors	Â	Total number of shares released	Â	No of shares sold for tax and NI, and share dealing commission	Â	No of additional shares sold	Â	Number of shares transferred to DMSS	Â	Net number of shares transferred to participant
Sam Laidlaw		197,838		103,082		-		1,116		93,640
Phil Bentley		132,973		69,285		-		21,169		42,519
Mark Hanafin		114,594		59,819		54,775		-		-
Nick Luff		121,080		63,205		57,875		-		-
Chris Weston		81,080		42,325		38,755		-		-
PDMRs		Â		Â		Â		Â		-
Grant Dawson		60,810		31,744		29,066		-		-
Jill Shedden		14,998		7,829		7,169		-		-

The share price on release and disposal was 312p.

All transactions took place on the London Stock Exchange.

Enquiries:

Centrica Investor Relations: 01753 494900
Centrica Media Relations: 0800 107 7014