Centrica PLC — AGM Information 2022

Jun 22, 2022

The Companies Act 2006 (the Act)

PUBTIC COMPANY TIMITED BY SHARES

Ordinary and Special Resolutions of

Centrica plc

(the Company)

rN ACCORDANCE W|TH SECTTON 29 AND 30 OF THE COMPANIES ACT 2006 (THE ACT)

At the Annual General Meeting (AGM) of the Company duly convened and held at Leicester Marriott Hotel, Smith Way, Grove Park, Enderby, Leicester LE19 LSW on Tuesday, 7 June 2022 aL10.00am, the following resolutions were passed:

ORDINARY RESOLUTION

Resolution 18 - Authority to allot shares

That, in accordance with section 551 of the Companies Act 2006 (the Act), the Directors are authorised, generally and unconditionally, to exercise all the powers of Centrica plc (the Company) to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

• a. up to an aggregate nominal amount of Ê12L,549,186 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (b) below in excess of f.121,549,186); and
• b. up to an aggregate nominal amount o'f f243,098,372 (such amount to be reduced by any allotments or grants made under paragraph (a) above) provided that they are equity securities (as defined in section 560(1) of the Act) in connection with any offer by way of a rights issue:
• (¡) to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings; and
• (ii) to holders of other equity shares as required by the rights of those securities or as the Directors otherwise consider necessary,'and that, in both cases, the Directors may impose such limits, restrictions, exclusions or other arrangements as they may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the directors to allot shares or equity securities under paragraph (a) and (b) will expire at the conclusion of the next annual general meeting (or, if earlier, until the close of business on 7 September 2023), unless previously revoked or varied by the Company, provided that the Directors shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted or such rights to be granted after such expiry, and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 19 - Authority to disapply pre-emption rights

That if resolution L8 is passed, the Directors be authorised, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by Centr¡ca plc (the Company) as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be limited to:

• a. 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 L8, by way of a rights issue only) to:
• (i) holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings; and
• (ii) holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and that, in both cases, the Directors may impose such limits, restrictions, exclusions orother arrangement as they may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of f.I8,232,378,

such authority in paragraphs (a) and (b) above, to expire at the end of the next annual general meeting of the Company (or if earlier, at the close of business on 7 September 20231but, in each case, prior to its expiry 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 20 - Authority to disapply pre-emption rights

• 1. That, if resolution L8 is passed, the Directors be authorised, in addition to any authority granted under resolution L9 to allot equity securities (as defined in section 560(1) of the Companies Act 2006 (the Act)) for cash under the authority given by resolution l-8, and/or to sell ordinary shares held by Centrica plc (the Company) as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be:
• a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of î.L8,232,378; and
• 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 by the Pre-Emption Group prior to the date of this Notice,

such authority in paragraphs (a) and (b) above of the next annualgeneral meeting of the Company (or, íf earlier, until the close of business on 7 September 20231but, ín each case, prior to its expiry 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 21 - Authority to purchase own shares

2L. That Centrica plc (the Company), pursuant to and in accordance with section 70L of the Companies Act 2006 (the nct), be generally and unconditionally author¡sed to make one or more market purchases (within the meaning of section 693(4) of the Rct) of ordinary shares in the capital of the Company provided that:

• a. the maximum number of ordinary shares hereby authorised to be purchased is 590,729,053;
• b. the minimum price which may be paid for each such ordinary share is 6to/tt pence;
• c. the maximum price (excluding expenses) which the Company may pay for each such ordinary share is the higher of:
• (i) an amount equal to I05% 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: or
• (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 next annual general meet¡ng (or, if earlier, the close of business on 7 September 2023), 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 tíme and the Company may purchase ordinary shares pursuant to any such contract as ifthe authority had not expired.

Resolution 22 - Notice of general meetings

That a general meet¡ng of Centrica plc other than Centrica plc's annual general meeting may be called on not less than l-4 clear days' notice.

Raj Roy Group General Coun Company Secretary

Company No.3033654