Director/PDMR Shareholding

Director/PDMR Shareholding

Centrica Plc

9 April 2013

Director and PDMR shareholdings

Centrica announces the following transactions in respect of its ordinary shares of 6 14/81p each by its Executive Directors and other Persons Discharging Managerial Responsibility (PDMRs), together ‘the Executives’. Section 1 summarises the overall changes, indicating each Executive’s shareholdings before and after the transactions reported in Sections 2 to 6.

Sections 2 and 3 relate to awards made on 6 April 2010 that have now completed their performance and vesting periods. The forecast outcome of the Long Term Incentive Scheme (LTIS) and the Deferred and Matching Share Scheme (DMSS) matching awards was included in the 2012 Remuneration Report as part of the 2012 total remuneration received.

Sections 4 and 5 relate to awards being made that will vest in 2016, the value of which is subject to share price movements and performance conditions. This is part of the annual cycle of awards that are made in April of each year. Section 6 relates to the exercise of Executive Options.

The Company was notified of these transactions on 9 April 2013, all of which took place on the London Stock Exchange on 8 April 2013.

1) Interests in shares

The Executives’ interests in shares before and after all the reported transactions are shown below.

Â	Â	As at 7 April 2013	Â	As at 9 April 2013
Executive Directors		Interests in shares		Interests in shares*
Sam Laidlaw		2,521,331		3,149,446
Phil Bentley		2,219,448		2,092,703
Mark Hanafin		519,303		795,789
Nick Luff		647,207		1,093,324
Chris Weston		465,907		527,472
PDMRs		Â		Â
Grant Dawson		572,107		719,438
Jill Shedden		147,912		226,504

* these include vested nil cost options as follows: Sam Laidlaw 643,444; Mark Hanafin 267,349; Nick Luff 436,313; Grant Dawson 144,509; and, Jill Shedden 49,767.

2) Release, sale of shares and vested nil cost options from the Deferred and Matching Share Scheme 2010 (DMSS)

On 8 April 2013 deferred and investment shares held under the terms of the DMSS which were awarded on 6 April 2010 were transferred to Executives as detailed below. In addition Matching shares under the DMSS vested as nil cost options for all UK resident participants, and vested as conditional awards for Chris Weston due to his overseas assignment.

The following table sets out the specific details of the release and disposals under DMSS, which in respect of the latter includes sufficient shares to settle 47% tax and National Insurance (NIC) withholding liability.

Executive Directors	Total number of DMSS shares released and sold, and DMSS matching nil cost options exercised	Â	Vested nil cost options remaining
Sam Laidlaw	246,859		553,869
Phil Bentley	436,973		-
Mark Hanafin	107,644		267,349
Nick Luff	114,084		282,481
Chris Weston	394,388		n/a
				Â
PDMRs	Â		Â
Grant Dawson	142,886		69,800
Jill Shedden	18,293		49,767

The share price on release and disposal of conditional shares was 369.28p and for nil cost options was 372.04p.

3) Release, sale of shares and vested nil cost options from the Long Term Incentive Scheme 2010 (LTIS)

On 8 April 2013, conditional shares and nil cost options in respect of awards made under the terms of the LTIS on 6 April 2010 were transferred to participants, including the Executives. In accordance with the terms of the LTIS, 37.23% of the shares originally awarded in 2010 were released and the remainder lapsed.

The following table sets out the specific details of the release and disposals under LTIS, which in respect of the latter includes sufficient shares to settle 47% tax and NIC withholding liability:

      Executive Directors	Â	Vested nil cost options and conditional shares* released	Â	Nil cost options exercised/ *shares sold	Â	Vested nil cost options remaining
Sam Laidlaw		239,575		150,000		89,575
Phil Bentley		160,137		160,137		-
Mark Hanafin		145,006		145,006		-
Nick Luff		153,832		-		153,832
Chris Weston*		147,568		147,568		n/a
PDMRs		Â		Â		Â
Grant Dawson		74,709		-		74,709
Jill Shedden		22,507		22,507		-

The share price on release and disposal of conditional shares was 369.28p and for nil cost options was 372.04p.

* Chris Weston received conditional shares due to his overseas assignment

4) Deferred and Matching Share Scheme 2013 (DMSS) awards

Consistent with previous practice on 8 April 2013 the Executives’ deferred 2012 Annual Incentive Scheme funds were used to purchase Centrica shares at 369.28p each and Deferred and Investment allocations were made 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	Total number of investment shares acquired in DMSS	Â	Number of conditional matching options awarded
Sam Laidlaw		112,616		118,914		463,060
Phil Bentley		-		-		-
Mark Hanafin		36,891		79,890		233,562
Nick Luff		48,985		74,903		247,776
Chris Weston		49,283		54,296		207,158
							Â
PDMRs		Â		Â		Â
Grant Dawson		25,684		38,494		128,356
Jill Shedden		18,418		28,700		94,236

As disclosed in the 2012 Annual Report and Accounts the awards do not vest fo r three years and the matching awards are subject to performance conditions. The 2012 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. As before, the matching awards have been structured as nil-cost options and are exercisable from the third to the tenth anniversary of grant.

5) Long Term Incentive Scheme 2013 (LTIS) awards

Consistent with prior years, on 8 April 2013 conditional awards were made under the terms of the LTIS to the following Executives:

Executive Directors	Â	Total number of conditional shares awarded
Sam Laidlaw		510,012
Phil Bentley		-
Mark Hanafin		308,691
Nick Luff		327,481
Chris Weston		273,796
			Â
PDMRs		Â
Grant Dawson		159,043
Jill Shedden		144,950

The award price for calculating the number of shares was 372.54p, being the average closing share price over the five business days immediately preceding the grant date of 8 April 2013. The awards are subject to performance conditions including the non-financial KPIs detailed in the Annual Report and Accounts.

The conditional awards shown above have been structured as nil-cost options, are exercisable from the third to the tenth anniversary of grant and represent the maximum potential award possible if all the performance criteria are met at the end of the three-year performance period.

6) Exercise of Executive and Special Executive Share Options (ESOS and SESOS)

On 8 April 2013 Mark Hanafin, an Executive Director, exercised 336,012 options that were awarded to him in September 2008 under the Special Executive Share Option Scheme (SESOS), with an exercise price of 255.94p. The award was granted following his appointment to the Board, in order to replace prior awards from his previous employer. The options were exercised in full and all shares were sold, including sufficient to settle 47% tax and NIC withholding liability.

Also on 8 April 2013 Grant Dawson, a PDMR, exercised 275,800 options that had been awarded to him in April 2006 under the Executive Share Option Scheme (ESOS), with an exercise price of 253.8p. The options were exercised in full and all shares were sold, including sufficient to settle 47% tax and NIC withholding liability.

The above transactions were carried out on 8 April at a price of 372.04p.

As announced on 27 February 2013 Phil Bentley will be leaving the Company by the end of the year and he has not, therefore, received any new long term incentive awards.

Following these transactions all Executives have achieved, and in some cases materially exceeded, their minimum shareholding guidelines.

Centrica can confirm that, following the announcement of a £500m share repurchase programme on 4 February 2013, approximately 18 million shares have been repurchased to date and held as Treasury Shares. Approximately 5 million Treasury Shares have been used to satisfy releases made under a number of the Group’s share plans to participants across the Group.

Enquiries:

Centrica Investor Relations: 01753 494900

Centrica Media Relations: 0800 107 7014