Announcement re: Rights Issue

Centrica PLC
                  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE PEOPLE'S
REPUBLIC OF CHINA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR SWITZERLAND

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY CENTRICA
PLC TODAY IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS
WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE

Centrica announces 3 for 8 Rights Issue to raise approximately £2.2 billion to
fund the potential acquisition of a 25% interest in British Energy

31 October 2008

Centrica plc ('Centrica') today announces a fully underwritten rights issue of
1,392,545,298 New Shares at a price of 160 pence per New Share on the basis of 3
New Shares for every 8 Existing Shares held on the record date of 14 November
2008 (the 'Rights Issue'). This Rights Issue is intended to help fund Centrica's
vertical integration strategy, either through the potential acquisition of a 25%
interest in British Energy plc ('British Energy') or other vertical integration
opportunities.

The total net proceeds of the Rights Issue, after estimated aggregate costs and
expenses, are expected to be approximately £2.2 billion.

The Issue Price of 160 pence per New Share represents a 39.9% discount to the
theoretical ex-rights price of 266 pence, based on the closing price of 306.25
pence per Ordinary Share on 30 October 2008 (being the last business day before
today's announcement of the terms of the Rights Issue).

Roger Carr, Chairman, said:

'Following this Rights Issue, Centrica will be well-capitalised to fund the
potential acquisition of a 25% interest in British Energy. Assuming we reach
agreement with EDF regarding Centrica acquiring a 25% interest in British
Energy, the proceeds of the Rights Issue will be directed towards this
opportunity, with the balance of the consideration being funded with additional
debt and, possibly, asset sales.

We have also released our interim management statement today. Overall, Centrica
continues to trade in line with expectations.'

The Rights Issue is fully underwritten by Goldman Sachs International, Credit
Suisse Securities (Europe) Limited, and UBS Investment Bank as Joint
Bookrunners, and by HSBC, BNP PARIBAS, RBS Hoare Govett and Barclays Capital as
Lead Managers.

The full prospectus will be available on Centrica's website, www.centrica.com,
and contains further details and the full terms and conditions of the Rights
Issue.

Background to and Reasons for the Rights Issue

In February 2007, Centrica announced a new Group strategy which included a key
priority of reducing wholesale gas price risk through increased vertical
integration. Centrica is exposed to short-term movements in UK wholesale gas
prices because it produces substantially less gas from the resources that it
owns than it requires to fulfil customer demand and demand from its combined
cycle gas turbines power stations. This strategic priority seeks to partially
address the risks arising from this exposure. In the past, this imbalance has,
at times, resulted in Centrica's residential energy business in the UK being
uncompetitive vis-à-vis other major energy suppliers who are more vertically
integrated. The acquisition of additional upstream assets addresses this
strategic priority and Centrica has announced a number of related transactions
recently, including the acquisition of gas reserves on the UK and Norwegian
continental shelves.

Lower wholesale gas price exposure can be achieved through the acquisition of
gas production assets or power generation assets where the input fuel is not
natural gas. Therefore, one way of addressing this strategic priority is to
acquire nuclear generation assets.

The leading supplier of nuclear energy in the UK is British Energy Group plc
('British Energy'). On 24 September 2008, Lake Acquisitions Limited ('Lake
Acquisitions'), a subsidiary of Electricité de France S. A. ('EDF'), announced a
recommended offer for the entire issued share capital of British Energy.
Centrica and EDF also announced on 24 September 2008 that they are in
discussions in relation to an option for Centrica to acquire a 25% interest in
Lake Acquisitions following the completion by Lake Acquisitions of its
acquisition of British Energy. The acquisition by Centrica would be at the same
implied price per share as EDF pays for British Energy, subject to certain costs
to be agreed, and based on EDF's current offer, is expected to be valued at
approximately £3.1 billion.

EDF has announced its intention to build four European pressurised reactors
('EPRs') in the UK and is aiming to have the first reactor on-stream by the end
of 2017. The acquisition of a 25% interest in Lake Acquisitions (and the option
to participate in EDF's nuclear new build activities in the UK on a 75/25
(EDF/Centrica) basis) would represent significant progress in increasing
Centrica's vertical integration, which would make a significant contribution to
reducing Centrica's exposure to short-term commodity price fluctuations and
provide another growth platform.

Centrica and EDF have entered into a non-legally binding Memorandum of
Understanding effecting the above terms and Centrica continues to be in
discussions with EDF regarding this transaction. However, legally binding
documentation has not yet been entered into for the acquisition by Centrica of
any interest in British Energy. Any transaction would likely be subject to the
fulfilment of certain conditions precedent, including Centrica shareholder
approval and regulatory approvals. Centrica would seek to finance any
transaction with the proceeds of this Rights Issue, additional debt and,
possibly, the sale of certain assets.

Centrica will remain a significant buyer of gas and power in the UK market, for
which a strong credit rating is of key importance. Centrica's objective is
therefore to maintain credit ratings in the 'A' range and it believes that this
Rights Issue will help ensure this. Centrica also believes that there are
significant benefits from being well capitalised in the current uncertain market
environment where opportunities can arise rapidly and traditional sources of
short-term capital are less available.

If Centrica does not acquire an interest in Lake Acquisitions, Centrica would
evaluate the use of the proceeds of the Rights Issue for other acquisition
opportunities that meet its vertical integration objective, for general
corporate purposes or for returns to shareholders, with a view to maintaining an
appropriate capital structure and maximising long-term shareholder value.

Financial Effects of the Potential Acquisition

If Centrica acquires a 25% stake in Lake Acquisitions, the financial impact on
Centrica will depend on a number of variables, including power prices and the
output from British Energy's nuclear power stations. Based on current forward
power prices, and Centrica's estimates of output, synergies and other variables,
Centrica estimates that the acquisition, in combination with the Rights Issue,
would be mildly dilutive in the first two years and neutral in 2011 on each of
earnings per share and on return on capital, before taking into account the
impact of fair value accounting adjustments which are described below.

Centrica expects to account for its interest in Lake Acquisitions as an
associate using the equity method of accounting. On acquisition, for the
purposes of consolidated accounts, Centrica will be required to adjust the value
of Lake Acquisitions' assets and liabilities, which will include the acquired
British Energy group, to fair value. This is expected to result in an increase
in the carrying values of the nuclear power stations and, as a result,
additional depreciation charges which will reduce Lake Acquisitions' profit
after tax and, therefore, reduce reported earnings per share in Centrica's
consolidated group accounts. Fair value accounting will also require contracts
entered into by British Energy to sell power forward to be marked to market,
based on forward power prices at the date the acquisition by Centrica is
completed. If forward power prices were to remain at their current level, it is
expected that this marking to market will result in a provision being made
against the contracts, and the unwinding of this provision in future periods
will increase Lake Acquisitions' profit after tax and, therefore, Centrica's
reported earnings per share. The net effect of these adjustments is expected to
be broadly neutral in 2009, but negative from 2010 as the mark to market impact
on the forward power contracts unwinds.

Current Trading Update

Overall, Centrica continues to trade in line with expectations on a pre-tax
basis. Full year earnings will also benefit from a lower effective tax rate
driven by a one-off deferred tax credit.

As a result of the retail price increase announced in July, British Gas
Residential saw a short term increase in customer churn. However sales of energy
accounts remained high, with particular success in the fixed price propositions.
Churn has now fallen to levels experienced before the price increase and in
recent weeks the level of account sales has been ahead of customer withdrawal
notifications. British Gas Residential currently has 15.6 million customer
accounts on supply. Subject to the usual uncertainties caused by weather
variations, second half operating margins are now expected to be ahead of those
achieved in the first half of the year.

In Centrica Energy the gas production business has continued to perform
strongly, with gas volumes anticipated to be around 10% ahead of 2007, although
the recent easing in fourth quarter wholesale gas prices will have some impact.
Losses in the legacy industrial and commercial contracts are expected to be
lower than previously forecast if the decline in the fourth quarter wholesale
gas price is maintained. The operating results of the power generation business
have been materially impacted by unplanned outages in the second half of the
year at the Peterborough and Spalding power stations.

British Gas Services and British Gas Business are both performing ahead of
expectations. Centrica Storage has undergone a strong injection season, with the
Rough reservoir now effectively full, and continues to meet profit expectations.
In late September we acquired the Caythorpe onshore gas field which has planning
permission for conversion to a storage field with a capacity of up to 7.5
billion cubic feet of gas. The total cost was £70 million, with an additional
investment of around £100 million required to complete the conversion.

Difficult economic conditions in North America and the recent disruption to the
power market caused by Hurricane Ike have held back Direct Energy, but this has
been offset by the strengthening of the US dollar against sterling. Commodity
price movements have had a one-off adverse impact on Oxxio in The Netherlands,
which in turn has had a significant adverse impact on the overall European
business.

The net interest charge for the Group remains low, at around £25 million. In
September we successfully placed £750 million of sterling bonds, with £300
million maturing in 2018 and the remaining £450 million maturing in 2033. We
continue to forecast an underlying Group effective tax rate of around 55% due to
the high proportion of upstream profits. However the tax charge will benefit
from a one-off deferred tax credit, now estimated at £60 million, due to a
change in the treatment of decommissioning costs for certain gas fields.

The certain remeasurements gains reported in the Interim results for the period
to 30 June 2008 have subsequently been negatively impacted by the movements in
commodity prices and the margin cash held at 30 June 2008 has now largely
unwound.

The next scheduled reporting event in the financial calendar for Centrica is the
2008 full year results on 26 February 2009.

Rights Issue

The Rights Issue is being made to all Qualifying Shareholders on the register of
members of the Company at the close of business on 14 November 2008. Pursuant to
the Rights Issue, the Company is proposing to offer 1,392,545,298 New Shares by
way of rights to Qualifying Shareholders other than, subject to certain
exemptions as set out in paragraph 2.5 of Part III 'Terms and Conditions of the
Rights Issue' of the Prospectus, Shareholders with a registered address, or
resident, in the Excluded Territories, the United States or one of the other
Restricted Territories at 160 pence per New Share, payable in full on acceptance
by no later than 11.00 a.m. on 12 December 2008. The Rights Issue is expected to
raise approximately £2.2 billion, net of related costs and expenses. The Rights
Issue will be on the basis of 3 New Shares for every 8 Existing Shares. The
Issue Price represents a 39.9% discount to the theoretical ex-rights price,
based on the closing middle-market price of 306.25 pence per Ordinary Share on
30 October 2008 (being the last business day before today's announcement of the
terms of the Rights Issue).

The Rights Issue is fully underwritten by Goldman Sachs International, Credit
Suisse, UBS Investment Bank and the other underwriters named in the Underwriting
Agreement. The Rights Issue is conditional, inter alia, on:

(i) the Underwriting Agreement having become unconditional in all respects, save
for the condition relating to Admission;

(ii) Admission becoming effective by not later than 8.00 a.m. on 15 December
2008 (or such later time and date as the parties to the Underwriting Agreement
may agree); and

(iii) the passing without amendment of the Resolutions.

It is expected that Admission will occur and that dealings in the New Shares
(nil paid) will commence on the London Stock Exchange at 8.00 a.m. on 24
November 2008.

Contacts

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Centrica Investor Relations 01753 494900
Centrica Media Relations    0845 0726 8001
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A copy of the Prospectus when published will be available from the registered
office of Centrica plc at Maidenhead Road, Windsor, Berkshire, SL4 5GD and on
the Centrica website at www.centrica.com. The Prospectus will also be available
for inspection during normal business hours on any weekday (Saturdays, Sundays
and public holidays excepted) at the offices of Linklaters LLP up to the date of
Admission.

This document is not a Prospectus but an advertisement and investors should not
subscribe for any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares
referred to in this announcement except on the basis of the information
contained in the Prospectus.

Neither the content of Centrica plc's website nor any website accessible by
hyperlinks to Centrica plc's website is incorporated in, or forms part of, this
announcement.

Distribution of this announcement and/or the Provisional Allotment Letters
and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary
Shares into jurisdictions other than the United Kingdom may be restricted by
law. These materials are not for distribution, directly or indirectly, in whole
or in part, in or into the United States (including its territories and
dependencies, any state or the United States and the District of Columbia).
Persons into whose possession this announcement comes should inform themselves
of and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

These materials do not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States. The Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares have not been and will not be
registered under the United States Securities Act of 1933 (the 'Securities Act')
or under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from the registration requirements of
the Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Nil Paid Rights, the Fully
Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have
not been approved or disapproved by the US Securities and Exchange Commission,
any state's securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New
Shares and the Provisional Allotment Letters or the accuracy or adequacy of this
announcement. There will be no public offer of these securities in the United
States.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters
and the New Ordinary Shares will also not be registered under the securities
laws of any Excluded Territory or Restricted Territory and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or delivered, directly
or indirectly, within such jurisdictions except pursuant to an applicable
exemption from and in compliance with any applicable securities laws. There will
be no public offer in any of the Excluded Territories or the Restricted
Territories.

Goldman Sachs International, Credit Suisse, UBS Limited, Barclays Capital, BNP
Paribas, HSBC and RBS Hoare Govett Limited, which are authorised and regulated
in the UK by the Financial Services Authority, are acting for Centrica and no
one else in connection with the Rights Issue and will not regard any other
person (whether or not a recipient of this document) as a client in relation to
the Rights Issue and will not be responsible to anyone other than Centrica for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any matters referred to in this
document.

Apart from the responsibilities and liabilities, if any, which may be imposed on
Goldman Sachs International, Credit Suisse, UBS Limited, Barclays Capital, BNP
Paribas, HSBC and RBS Hoare Govett Limited by the Financial Services and Markets
Act 2000, none of Goldman Sachs International, Credit Suisse, UBS Limited,
Barclays Capital, BNP Paribas, HSBC and RBS Hoare Govett Limited accepts any
responsibility whatsoever for the contents of this document, including its
accuracy, completeness or verification, or for any other statement made or
purported to be made by it, or on its behalf, in connection with Centrica, the
Nil Paid Rights, the Fully Paid Rights or the New Shares or the Rights Issue.
Goldman Sachs International, Credit Suisse, UBS Limited, Barclays Capital, BNP
Paribas, HSBC and RBS Hoare Govett Limited accordingly disclaim all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this document or any such
statement.

Certain statements made in this announcement constitute forward-looking
statements within the meaning of the US Private Securities Litigation Reform Act
of 1995. Forward looking statements are typically identified by the use of
forward looking terminology such as 'believes', 'expects', 'may', 'will',
'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates'
or the negative thereof or other variations thereon or comparable terminology,
or by discussions of, e.g. future plans, present or future events, or strategy
that involve risks and uncertainties. Such forward-looking statements are
subject to a number of risks and uncertainties, many of which are beyond
Centrica's control and all of which are based on Centrica's current beliefs and
expectations about future events. Such statements are based on current
expectations and, by their nature, are subject to a number of risks and
uncertainties that could cause actual results and performance to differ
materially from any expected future results or performance, expressed or
implied, by the forward-looking statement. No assurance can be given that such
future results will be achieved; actual events or results may differ materially
as a result of risks and uncertainties facing Centrica and its subsidiaries.
Factors that might cause forward-looking statements to differ materially from
actual results include, among other things, the following: global economic
conditions; economic conditions in the UK, Continental Europe, North America and
other jurisdictions in which Centrica operates or invests; volatile commodity
prices; any inability of Centrica to hedge certain risks economically; adequacy
of reserve estimates; and exposure to various types of market risk (e.g.,
interest rake risk, foreign exchange rate risk, credit risk and commodity price
risk). The forward-looking statements contained in this announcement speak only
as of the date of this announcement and Centrica undertakes no duty to, and will
not necessarily, update any of them in light of new information or future
events, except to the extent required by applicable law, the Prospectus Rules,
the Listing Rules and the Disclosure and Transparency Rules.

Appendix I: Terms and Conditions of the Rights Issue

The Company is proposing to raise proceeds of approximately £2.2 billion (net of
expenses) by way of a rights issue of 1,392,545,298 New Shares. Subject to the
fulfilment of the conditions of the Underwriting Agreement, the New Shares will
be offered under the Rights Issue by way of rights at 160p pence per New Share,
payable in full on acceptance by Qualifying Shareholders able to acquire New
Shares, on the basis of:

                    3 New Shares for every 8 Existing Shares

held on the Record Date (and so in proportion for any other number of Existing
Shares then held) and otherwise on the terms and conditions as set out in this
document and, in the case of Qualifying Non-CREST Shareholders other than to
Shareholders with a registered address, or resident in, one of the Excluded
Territories or, subject to certain exceptions, the United States or one of the
other Restricted Territories, the PALs.

The Issue Price of 160 pence per New Share represents a 39.9% discount to the
theoretical ex-rights price based on the closing middle-market price of an
Ordinary Share as derived from the London Stock Exchange Daily Official List of
306.25 pence per Existing Share on 30 October 2008, the last business day prior
to the date of announcement of the terms of the Rights Issue.

Qualifying Shareholders who do not take up their entitlements to New Shares will
have their proportionate shareholdings in Centrica diluted by approximately
27.3%. Those Qualifying Shareholders who take up all the New Shares personally
allotted to them in full will, subject to fractions, have the same proportionate
voting and distribution rights as held by them on the Record Date.

The Nil Paid Rights (also described as New Shares, nil paid) are entitlements to
acquire the New Shares subject to payment of the Issue Price. The Fully Paid
Rights are entitlements to receive the New Shares, for which subscription and
payment have already been made.

Holdings of Existing Shares in certificated and uncertificated form will be
treated as separate holdings for the purpose of calculating entitlements under
the Rights Issue. Entitlements to New Shares will be rounded down to the next
lowest whole number and fractions of New Shares will not be allotted to
Qualifying Shareholders. Such fractions will be aggregated and, if possible,
placed as soon as practicable after the commencement of dealings in the New
Shares, nil paid. The net proceeds of such placings (after deduction of
expenses) will be aggregated and will ultimately accrue for the benefit of
Centrica.

The attention of Overseas Shareholders or any person (including, without
limitation, custodians, nominees and trustees) who has a contractual or other
legal obligation to forward this document into a jurisdiction other than the UK
is drawn to paragraph 2.5 of Part III of the Prospectus. The offer of New Shares
under the Rights Issue will not be made into certain territories. Subject to the
provisions of paragraph 2.5 of Part III of the Prospectus, Shareholders with a
registered address in the United States any other Restricted Territory or an
Excluded Territory are not being sent this document and will not be sent
Provisional Allotment Letters.

Applications will be made to the UK Listing Authority and to the London Stock
Exchange for the New Shares (nil paid and fully paid) to be admitted to the
Official List and to trading on the London Stock Exchange's main market for
listed securities respectively. It is expected that Admission will become
effective on 15 December 2008 and that dealings in the New Shares, nil paid,
will commence on the London Stock Exchange by 8.00 a.m. on that date. The New
Shares and the Existing Shares are in registered form and can be held in
certificated or uncertificated form via CREST.

The Existing Shares are already admitted to CREST. No further application for
admission to CREST is required for the New Shares and all of the New Shares when
issued and fully paid may be held and transferred by means of CREST.

Applications will be made for the Nil Paid Rights and the Fully Paid Rights to
be admitted to CREST. Euroclear UK requires the Company to confirm to it that
certain conditions (imposed by the CREST Manual) have been satisfied before
Euroclear UK will admit any security to CREST. It is expected that these
conditions will be satisfied, in respect of the Nil Paid Rights and the Fully
Paid Rights, on Admission. As soon as practicable after satisfaction of the
conditions, the Company will confirm this to Euroclear UK.

The ISIN for the New Shares will be the same as that of the Existing Shares
being GB00B033F229. The ISIN for the Nil Paid Rights is GB00B3F9ZN01 and for the
Fully Paid Rights is GB00B3F9ZS55.

None of the New Shares is being made available to the public other than pursuant
to the Rights Issue.

The Rights Issue has been fully underwritten by Goldman Sachs International,
Credit Suisse, UBS Limited and the other underwriters and is conditional, inter
alia, upon:

(i) the Underwriting Agreement having become unconditional in all respects (save
for the condition relating to Admission) and not having been terminated in
accordance with its terms;

(ii) Admission becoming effective by not later than 8.00 a.m. on 15 December
2008 (or such later date as the parties to the Underwriting Agreement may
agree); and

(iii) the passing, without amendment, of the Resolutions.

The Underwriting Agreement is conditional upon certain matters being satisfied
or not breached prior to the General Meeting and may be terminated by the Joint
Bookrunners prior to Admission upon the occurrence of certain specified events,
in which case the Rights Issue will not proceed. The Underwriting Agreement is
not capable of termination following Admission. The Joint Bookrunners may
arrange sub-underwriting for some, all or none of the New Shares. A summary of
certain terms and conditions of the Underwriting Agreement is contained in
paragraph 16(i) of Part IX 'Additional Information' of the Prospectus.

The Underwriters and any of their respective affiliates may engage in trading
activity in connection with their roles under the Underwriting Agreement and, in
that capacity, may retain, purchase, sell, offer to sell or otherwise deal for
their own account in securities of the Company and related or other securities
and instruments (including Ordinary Shares, Nil Paid Rights and Fully Paid
Rights).

In addition, the Company reserves the right to decide not to proceed with the
Rights Issue at any time prior to Admission and commencement of dealings in the
New Shares (nil paid).

Subject, inter alia, to the conditions referred to above being satisfied (other
than the condition relating to Admission), it is intended that:

(i) Provisional Allotment Letters in respect of Nil Paid Rights will be
despatched to Qualifying Non-CREST Shareholders other than to Shareholders with
a registered address, or resident in, one of the Excluded Territories or,
subject to certain exceptions, the United States or one of the other Restricted
Territories on 21 November 2008;

(ii) the Receiving Agent will instruct Euroclear UK to credit the appropriate
stock accounts of Qualifying CREST Shareholders with such Shareholders'
entitlements to Nil Paid Rights with effect from 8.00a.m. on 24 November 2008;

(iii) the Nil Paid Rights and the Fully Paid Rights will be enabled for
settlement by Euroclear UK as soon as practicable after the Company has
confirmed to Euroclear UK that all the conditions for admission of such rights
to CREST have been satisfied, which is expected to be by 8.00 a.m. on 24
November 2008;

(iv) New Shares will be credited to the relevant Qualifying Shareholders who
validly take up their rights by no later than 15 December 2008; and

(v) share certificates for the New Shares will be despatched to relevant
Qualifying Non-CREST

Shareholders by no later than 22 December 2008.

The offer will be made to Qualifying Non-CREST Shareholders other than to
Shareholders with a registered address, or resident in, one of the Excluded
Territories or, subject to certain exceptions, the United States or one of the
other Restricted Territories by way of the Provisional Allotment Letter (as
described in step (i) above) and to Qualifying CREST Shareholders other than to
Shareholders with a registered address, or resident in, one of the Excluded
Territories or, subject to certain exceptions, the United States or one of the
other Restricted Territories by way of the enablement of the Nil Paid Rights and
the Fully Paid Rights (as described in step (iii) above) (such Shareholders'
stock accounts having been credited as described in step (ii) above).

The New Shares will, when issued and fully paid, rank pari passu in all respects
with the Existing Shares, including the right to receive all dividends or other
distributions made, paid or declared after the date of this document, save for
the 2008 interim dividend of 3.9 pence per Ordinary Share announced by Centrica
on 31 July 2008 and to be paid on 12 November 2008 to holders of Existing Shares
on the register of members of Centrica at the close of business on 26 September
2008.

All documents, including Provisional Allotment Letters (which constitute
temporary documents of title) and cheques and certificates posted to, by or from
Qualifying Shareholders and/or their transferees or renouncees (or their agents,
as appropriate) will be posted at their own risk.

Shareholders taking up their rights by completing a Provisional Allotment Letter
or by sending a Many-To-Many ('MTM') instruction to Euroclear UK will be deemed
to have given the representations and warranties set out in paragraph 2.5.5(i)
of Part III 'Terms and Conditions of the Rights Issue' of the Prospectus, unless
the requirement is waived by Centrica.

Appendix II: Timetable

                     EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be
subject to change.

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                                                                                                                    2008
                                                                                        --------------------------------
Record Date for entitlement under the Rights Issue for Qualifying CREST
Shareholders and Qualifying Non-CREST Shareholders                                      close of business on 14 November
Latest time and date for receipt of General Meeting Forms of Proxy                             10.00 a.m. on 19 November
General Meeting                                                                                10.00 a.m. on 21 November
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders
 only)(1).                                                                                                   21 November
Start of subscription period                                                                                 22 November
Dealings in New Shares, nil paid, commence on the London Stock Exchange                         8.00 a.m. on 24 November
Existing Shares marked 'ex' by the London Stock Exchange                                        8.00 a.m. on 24 November
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders
 only)(1)                                                                                       8.00 a.m. on 24 November
Nil Paid Rights and Fully Paid Rights enabled in CREST                                       by 8.00 a.m. on 24 November
Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid
 Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and
 you wish to convert them to certificated form)                                                  4.30 p.m. on 5 December

Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid,
 into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST
 stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a
 Provisional Allotment Letter and you wish to convert them to uncertificated form)               3.00 p.m. on 8 December

Latest time and date for splitting Provisional Allotment Letters, nil or fully paid             3.00 p.m. on 10 December
Latest time and date for acceptance, payment in full and registration of renunciation
 of Provisional Allotment Letters                                                              11.00 a.m. on 12 December

Dealings in New Shares, fully paid, commence on the London Stock Exchange                    by 8.00 a.m. on 15 December
New Shares credited to CREST stock accounts                                                 by no later than 15 December
Despatch of definitive share certificates for the New Shares in certificated form           by no later than 22 December
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Notes:

(1) Subject to certain restrictions relating to Shareholders with registered
addresses outside the UK, details of which are set out in Part III 'Terms and
Conditions of the Rights Issue' of the Prospectus.

(2) The times and dates set out in the expected timetable of principal events
above and mentioned throughout this document may be adjusted by Centrica in
consultation with the Joint Bookrunners in which event details of the new times
and dates will be notified to the UK Listing Authority, the London Stock
Exchange and, where appropriate, Qualifying Shareholders.

(3) References to times in this timetable are to London (GMT) times unless
otherwise stated.

(4) If you have any queries on the procedure for acceptance and payment, you
should contact the Shareholder Helpline on 0871 384 2972 (from inside the UK),
calls to this number are charged at 8 pence per minute if calling from a BT
landline, other telephone providers' cost may vary, or [phone] (from
outside the UK). This helpline is available from 8.30 a.m. to 5.30 p.m. Monday
to Friday (except bank holidays). For legal reasons, the Shareholder Helpline
will be unable to give advice on the merits of the Rights Issue or to provide
financial, tax or investment advice.

Appendix III: Definitions

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Term                                                           Definition
------------------------------------------------------------------------------------------------------------------------
Admission       the admission of the New Shares (nil paid and fully paid) to the Official List becoming effective in
                 accordance with the Listing Rules and the admission of such shares (nil paid and fully paid) to trading
                 on the London Stock Exchange's main market for listed securities becoming effective in accordance with
                 the Admission and Disclosure Standards
------------------------------------------------------------------------------------------------------------------------
Admission and   the 'Admission and Disclosure Standards' of the London Stock Exchange containing, among other things,
 Disclosure      the admission requirements to be observed by companies seeking admission to trading on the London Stock
 Standards       Exchange's main market for listed securities
------------------------------------------------------------------------------------------------------------------------
Barclays
 Capital        Barclays Bank PLC of 5 The North Colonnade, Canary Wharf, London E14 4BB
------------------------------------------------------------------------------------------------------------------------
BNP Paribas     BNP PARIBAS of 16 boulevard des Italiens, 75009 Paris, France
------------------------------------------------------------------------------------------------------------------------
British Energy  British Energy Group plc, a company incorporated under the laws of England and Wales with registered
                 number SC270184
------------------------------------------------------------------------------------------------------------------------
business day    a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally
                 are open for business in London for the transaction of normal business
------------------------------------------------------------------------------------------------------------------------
Centrica Group
 or the Group   the Company and each of its subsidiaries and subsidiary undertakings from time to time
------------------------------------------------------------------------------------------------------------------------
certificated or
 in
 certificated
 form           where a share or other security is not in uncertificated form
------------------------------------------------------------------------------------------------------------------------
Circular to     the circular to shareholders dated 31 October 2008 issued by the Company in connection with the Rights
 Shareholders    Issue and including the General Meeting Notice
------------------------------------------------------------------------------------------------------------------------
Companies Act   the UK Companies Act 1985, as amended or the UK Companies Act 2006, as the context so requires
------------------------------------------------------------------------------------------------------------------------
Company or      Centrica plc, a company incorporated under the Companies Act 1985 (registered under no. 3033654), with
 Centrica        registered office at Millstream, Maidenhead Road, Windsor, Berkshire SL4 5GD
------------------------------------------------------------------------------------------------------------------------
Credit Suisse   Credit Suisse Securities (Europe) Limited of One Cabot Square, London E14 4QJ
------------------------------------------------------------------------------------------------------------------------
CREST           the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the
                 operator as defined in the CREST Regulations)
------------------------------------------------------------------------------------------------------------------------
CREST Manual    the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST
                 International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service
                 Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application
                 Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by
                 Euroclear UK on 15 July 1996 and as amended since)
------------------------------------------------------------------------------------------------------------------------
CREST
 Regulations or
 Regulations    the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/ 378), as amended
------------------------------------------------------------------------------------------------------------------------
Daily Official  the daily record setting out the prices of all trades in shares and other securities conducted on the
 List            London Stock Exchange
------------------------------------------------------------------------------------------------------------------------
EDF             EDF SA, a company incorporated under the laws of France with registered number 552 081 317
------------------------------------------------------------------------------------------------------------------------
Euroclear UK    Euroclear UK & Ireland Limited, the operator of CREST
------------------------------------------------------------------------------------------------------------------------
Excluded
 Territories
 and each an
 Excluded
 Territory      the Commonwealth of Australia, its territories and possessions and the Republic of South Africa
------------------------------------------------------------------------------------------------------------------------
Existing Shares the Ordinary Shares in issue as at the date of this document
------------------------------------------------------------------------------------------------------------------------
FSMA            the Financial Services and Markets Act 2000, as amended
------------------------------------------------------------------------------------------------------------------------
Fully Paid
 Rights         rights to acquire the New Shares, fully paid
------------------------------------------------------------------------------------------------------------------------
General Meeting the general meeting of Centrica plc to be held at Excel London, Western Gateway, Royal Victoria Dock,
                 London E16 1XL on 21 November 2008,
                notice of which is set out in the Circular to Shareholders
------------------------------------------------------------------------------------------------------------------------
General Meeting
 Notice         the notice of the General Meeting set out in the Circular to Shareholders
------------------------------------------------------------------------------------------------------------------------
GMT             Greenwich Mean Time
------------------------------------------------------------------------------------------------------------------------
Goldman Sachs
 International  Goldman Sachs International of Peterborough Court, 133 Fleet Street, London EC4A 2BB
------------------------------------------------------------------------------------------------------------------------
HSBC            HSBC of 8 Canada Square, Canary Wharf, London, E14 5HQ
------------------------------------------------------------------------------------------------------------------------
Issue Price     160 pence per New Share
------------------------------------------------------------------------------------------------------------------------
Joint
 Bookrunners    Goldman Sachs International, Credit Suisse and UBS Limited
------------------------------------------------------------------------------------------------------------------------
Lake            Lake Acquisitions Limited, a company incorporated under the laws of England and Wales with registered
 Acquisitions    number 00612465
------------------------------------------------------------------------------------------------------------------------
Listing Rules   the Listing Rules made by the FSA under Part VI of FSMA
------------------------------------------------------------------------------------------------------------------------
London Stock
 Exchange       London Stock Exchange plc
------------------------------------------------------------------------------------------------------------------------
Memorandum of   the memorandum of association of the Company, details of which are set out in paragraph 4 of Part IX
 Association     'Additional Information' of the Prospectus
------------------------------------------------------------------------------------------------------------------------
New Shares      Ordinary Shares to be allotted and issued pursuant to the Rights Issue
------------------------------------------------------------------------------------------------------------------------
Nil Paid Rights rights to acquire the New Shares, nil paid
------------------------------------------------------------------------------------------------------------------------
Non-CREST
 Shareholder    a Shareholder who does not hold their Ordinary Shares in CREST
------------------------------------------------------------------------------------------------------------------------
Official List   the Official List of the FSA pursuant to Part VI of FSMA
------------------------------------------------------------------------------------------------------------------------
Ordinary Shares the ordinary shares of 6 14/81 pence each in the share capital of the Company (including, if the context
 or Shares       requires, the New Shares)
------------------------------------------------------------------------------------------------------------------------
Overseas        Shareholders with registered addresses outside the UK or who are citizens or residents of countries
 Shareholders    outside the UK
------------------------------------------------------------------------------------------------------------------------
pounds sterling
 or £           the lawful currency of the UK
------------------------------------------------------------------------------------------------------------------------
Potential       the proposed acquisition by Centrica of a 25% interest in Lake Acquisitions, a subsidiary of EDF
 Acquisition     following completion of the acquisition by Lake Acquisitions of British Energy
------------------------------------------------------------------------------------------------------------------------
Provisional
 Allotment      the renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders
 Letter or PAL   in respect of the New Shares to be provisionally allotted to them pursuant to the Rights Issue
------------------------------------------------------------------------------------------------------------------------
Qualifying
 CREST
 Shareholders   Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST
------------------------------------------------------------------------------------------------------------------------
Qualifying Non-
 CREST
 Shareholders   Qualifying Shareholders holding Ordinary Shares in certificated form
------------------------------------------------------------------------------------------------------------------------
Qualifying
 Shareholders   holders of Ordinary Shares on the register of members of the Company at the Record Date
------------------------------------------------------------------------------------------------------------------------
RBS Hoare
 Govett         RBS Hoare Govett Limited of 250 Bishopsgate, London, EC2M 4AA
------------------------------------------------------------------------------------------------------------------------
Record Date     close of business on 14 November 2008
------------------------------------------------------------------------------------------------------------------------
Registrars or
 Receiving
 Agent          Equiniti Limited
------------------------------------------------------------------------------------------------------------------------
Resolutions     the resolutions to be proposed at the General Meeting in connection with the Rights Issue, notice of
                 which is set out in the Circular to Shareholders
------------------------------------------------------------------------------------------------------------------------
Restricted
 Territories    Canada, the People's Republic of China, Japan, Singapore, Switzerland, and the United States;
------------------------------------------------------------------------------------------------------------------------
Rights          rights to the New Shares pursuant to the Rights Issue
------------------------------------------------------------------------------------------------------------------------
Rights Issue    the proposed issue by way of rights of New Shares to Qualifying Shareholders on the basis described in
                 this document and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment
                 Letter
------------------------------------------------------------------------------------------------------------------------
Shareholder or
 Centrica
 Shareholder    holder of Ordinary Shares
------------------------------------------------------------------------------------------------------------------------
stock account   an account within a member account in CREST to which a holding of a particular share or other security
                 in CREST is credited
------------------------------------------------------------------------------------------------------------------------
subsidiary
 undertaking    as defined in section 258 of the Companies Act
------------------------------------------------------------------------------------------------------------------------
UBS Investment
 Bank           UBS Limited of 1 Finsbury Avenue, London EC2M 2PP
------------------------------------------------------------------------------------------------------------------------
UK Listing      the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the
 Authority or    exercise of its functions in respect of the admission to the Official List otherwise than in accordance
 UKLA            with Part VI of GSMA
------------------------------------------------------------------------------------------------------------------------
uncertificated
 or in          recorded on the relevant register of the share or security concerned as being held in uncertificated
 uncertificated  form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of
 form            CREST
------------------------------------------------------------------------------------------------------------------------
Underwriters    Goldman Sachs International, Credit Suisse, UBS Limited, Barclays Capital, BNP Paribas, HSBC and RBS
                 Hoare Govett
------------------------------------------------------------------------------------------------------------------------
Underwriting    the underwriting agreement dated 31 October 2008 between the Company and the Underwriters relating to
 Agreement       the Rights Issue and further described in paragraph 16.1 of Part IX 'Additional Information' of the
                 Prospectus
------------------------------------------------------------------------------------------------------------------------
UK              the UK of Great Britain and Northern Ireland
------------------------------------------------------------------------------------------------------------------------
United States   the United States of America, its territories and possessions, any state of the United States and the
 or US           District of Columbia
------------------------------------------------------------------------------------------------------------------------
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