Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica plc

2 April 2014

Centrica plc (‘the Company’)

Director/PDMR Shareholding

The Company announces that awards were made on 1 April 2014 under the Company’s Long Term Incentive Scheme (LTIS) and the Deferred & Matching Share Scheme (DMSS) to its Executive Directors and other Persons Discharging Managerial Responsibility (PDMRs), together ‘the Executives’, as detailed below.

These awards are granted in accordance with Centrica’s existing remuneration policy for Executives. The awards are subject to demanding performance conditions and continued service with the Company and will vest in three years provided all conditions are satisfied.

The transactions took place in London and all transactions are in respect of Centrica plc ordinary shares of 6^14/81pence (Shares).

1) Long Term Incentive Scheme (LTIS) awards

Consistent with prior years, on 1 April 2014 conditional awards were made under the terms of the LTIS to the following Executives:

  Executive Directors	Â	Total number of conditional share options awarded
Sam Laidlaw		593,313
Mark Hanafin		372,155
Chris Weston		372,155
			Â
PDMRs		Â
Grant Dawson		187,602
Jill Shedden		171,588

The award price for calculating the number of Shares allocated was 327.82 pence per Share, being the average closing Share price over the five business days immediately preceding the grant date of 1 April 2014. The awards are subject to demanding performance conditions which are set out in the recently published Remuneration Report of the Annual Report and Accounts 2013.

The conditional awards shown above have been structured as nil-cost options, are exercisable from the third to the tenth anniversary of the date of grant, subject to continued service with the Company, and represent the maximum potential award possible assuming all the performance criteria are met at the end of the three-year performance period. The value of these awards, to the extent that they vest, will be included in the total remuneration for the Executives for 2016.

2) Deferred and Matching Share Scheme (DMSS) awards

Consistent with previous practice, Executives are required to defer a portion of their Annual Incentive Scheme into the DMSS. On 1 April 2014 the deferred funds were used to purchase Centrica Shares at 329.98 pence each and deferred awards were granted under the terms of the DMSS accordingly, together with conditional matching awards, as follows:

  Executive Directors	Â	Total number of deferred shares acquired in DMSS	Â	Number of conditional matching options awarded
Mark Hanafin		47,832		95,664
Chris Weston		36,489		72,978
					Â
PDMRs		Â		Â
Grant Dawson		21,245		42,490
Jill Shedden		21,306		42,612

As Sam Laidlaw has donated his entire bonus payment to charity there is no deferral into the DMSS and hence he has received no award this year.

The deferred awards relate to bonuses for 2013, as disclosed in the recently published Remuneration Report of the Annual Report and Accounts 2013. These awards will be released after three years subject to continued service with the Company.

Deferred shares 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 and they are subject to continued service with the Company. The matching awards have been structured as nil-cost options and are exercisable from the third to the tenth anniversary of the date of grant. The value of the conditional matching awards, to the extent that they vest, will be included in the total remuneration for the Executives for 2016.

This announcement is made following notifications under Disclosure Rule 3.1.2.

Nicola Carroll

Head of Company Secretarial Services

Centrica plc

01753 494009