Centrica PLC — AGM Information 2017

May 8, 2017

The Companies Act 2006 (the Act)

PUBLIC COMPANY LIMITED BY SHARES

Ordinary and Special Resolutions of

Centrica plc (the Company)

IN ACCORDANCE WITH LISTING RULE LR 9.6.2R

At the Annual General Meeting (AGM) of the Company duly convened and held at the QEII Centre, Broad Sanctuary, Westminster, London, SW1P 3EE on Monday 8 May 2017, the following resolutions were passed:

ORDINARY RESOLUTION

Resolution 19 – Authority to allot shares

In accordance with section 551 of the Act, the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• a) up to a nominal amount of £112,954,073 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of £112,954,073; and
• b) comprising equity securities (as defined in section 560(1) of the Act) up to a nominal amount of £225,908,147 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the conclusion of the 2018 AGM (or, if earlier, until the close of business on 31 July 2018) but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

Resolution 20 – Authority to disapply pre-emption rights

That, subject to the passing of Resolution 19, the Directors be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

• a) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 19, by way of a rights issue only):
• i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b) in the case of the authority granted under paragraph (a) of resolution 19 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this resolution) up to a nominal amount of £16,943,111,

such power to apply until the conclusion of the 2018 AGM (or, if earlier, until the close of business on 31 July 2018), save that during this period the Company may make offers, and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 21 – Additional authority to disapply pre-emptions rights

That, subject to the passing of resolution 19, the Directors be given power, in addition to any authority granted under resolution 20, to allot equity securities (as defined in the Act) for cash under the authority given by the resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

• a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £16,943,111 (being approximately 5% of the issued share capital as at 9 March 2017, the date of the Notice),
• b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which

the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published the Pre-Emption Group prior to the date of the Notice,

such power to apply until the conclusion of the 2018 AGM (or, if earlier, until the close of business on 31 July 2018), save that during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 22 – Authority to purchase own shares

That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that:

• a) the maximum number of ordinary shares hereby authorised to be purchased is 548,956,799;
• b) the minimum price which may be paid for each such ordinary share is 614/81 pence;
• c) the maximum price which may be paid for each such ordinary share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System, in each case, exclusive of expenses; and

d) this authority shall expire at the conclusion of the 2018 AGM (or, if earlier, the close of business on 31 July 2018), except in relation to a purchase of ordinary shares, the contract for which was concluded before such time and which will or may be executed wholly or partly after such time and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Resolution 23 – Notice of General Meetings

That a general meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.