Result of AGM

Centrica PLC
                  

Annual General Meeting - voting results and proxy appointments

At the Centrica plc annual general meeting held earlier today (10 May 2004) the
following resolutions were proposed by the Chairman and passed by shareholders
on a show of hands. Proxies were received by the Company from shareholders prior
to the meeting as follows:

Resolution 1:

Report and Accounts

To receive the Accounts and Reports of the Directors and the Auditors for the
Company for the year-ended 31 December 2003.

For:                                    2,387,434,369                (99.82% of votes cast)
Against:                                    4,263,003                  (0.18 of votes cast)
Total proxy votes cast:                 2,391,697,372           (56.05% of shares in issue)


Resolution 2:

Remuneration Report

To approve the Remuneration Report for the year ended 31 December 2003.


For:                                    2,142,061,406                (96.71% of votes cast)
Against:                                   72,934,908                 (3.29% of votes cast)
Total proxy votes cast:                 2,214,996,314           (51.91% of shares in issue)


Resolution 3:

Dividend

To approve a final dividend for the year of 3.7 pence per ordinary share to
those shareholders on the register of members at close of business on 30 April
2004.

For:                                     2,443,513,402              (99.99% of votes cast)
Against:                                       208,704               (0.01% of votes cast)
Total proxy votes cast:                  2,443,722,106         (57.26% of shares in issue)


Resolution 4:

Re-election of Director

To re-elect Phil Bentley as a Director of the Company.


For:                                     2,439,559,055              (99.83% of votes cast)
Against:                                     4,152,282               (0.17% of votes cast)
Total proxy votes cast:                  2,443,711,337         (57.27% of shares in issue)


Resolution 5:

Re-election of Director

To re-elect Mark Clare as a Director of the Company.


For:                                     2,439,477,386              (99.83% of votes cast)
Against:                                     4,231,382               (0.17% of votes cast)
Total proxy votes cast:                  2,443,708,768         (57.27% of shares in issue)


Resolution 6:

Re-election of Director

To re-elect Roger Carr as a Director of the Company.


For:                                         2,439,001,532          (99.81% of votes cast)
Against:                                         4,708,525           (0.19% of votes cast)
Total proxy votes cast:                      2,443,710,057     (57.27% of shares in issue)


Resolution 7:

Reappointment of Auditors

To reappoint PricewaterhouseCoopers LLP as Auditors of the Company, to hold
office until the conclusion of the next general meeting at which accounts are
laid.

For:                                         2,404,330,010         (99.33% of votes cast)
Against:                                        16,238,388          (0.67% of votes cast)
Total proxy votes cast:                      2,420,568,398    (56.73% of shares in issue)


Resolution 8:

Auditors' Remuneration

To authorise the Directors to determine the Auditors' remuneration.


For:                                         2,437,754,816         (99.78% of votes cast)
Against:                                         5,489,492          (0.22% of votes cast)
Total proxy votes cast:                      2,443,245,308    (57.26% of shares in issue)


Resolution 9:

Allotment of shares

Authority under Section 80 of the Companies Act 1985, for the Directors of the
Company to allot unissued shares up to a nominal value of £37,993,659.

For:                                         2,430,035,256         (99.45% of votes cast)
Against:                                        13,500,900          (0.55% of votes cast)
Total proxy votes cast:                      2,443,536,156    (57.27% of shares in issue)


Resolution 10:

Authority to allot shares for cash

Authority under the Company's Articles of Association for the Directors to allot
unissued share capital without first offering shares to existing shareholders in
proportion to their existing holdings.

For:                                         2,426,532,711         (99.30% of votes cast)
Against:                                        16,994,029          (0.70% of votes cast)
Total proxy votes cast:                      2,443,526,740    (57.27% of shares in issue)


Resolution 11:

Authority to purchase own shares

Authority for the Company to purchase its own shares, subject to a limit of 10%
of the present issued share capital.

For:                                         2,438,964,752         (99.81% of votes cast)
Against:                                         4,553,852          (0.19% of votes cast)
Total proxy votes cast:                      2,443,518,604    (57.27% of shares in issue)


Resolution 12:

Authority under the Political Parties, Elections and Referendums Act 2000

Authority for the Company to make donations to European Union political
organisations not exceeding £125,000 in total and to incur EU political
expenditure, not exceeding £125,000.

For:                                         2,333,730,934         (96.87% of votes cast)
Against:                                        75,308,650          (3.13% of votes cast)
Total proxy votes cast:                      2,409,039,584    (56.45% of shares in issue)


Note to the disclosure

1. Any proxy appointments which gave discretion to the Chairman have been
included in the 'for' total.