Centrica PLC — AGM Information 2023

Jun 15, 2023

The Companies Act 2006 (the Act)

PUBTIC COMPANY TIMITED BY SHARES

Ordinary and Special Resolutions of

Centrica plc

(the Company)

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

At the Annual General Meeting (AGM) of the Company duly convened and held at Leeds Marriott Hotel, 4 Trevelyan Square, Boar Lane, Leeds LS1 6ET on Tuesday, 13 June 2O23 at l-0.30am, the following resolutions were passed:

ORDINARY RESOLUTION

Resolution 16 - 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 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 f11-6,999,462; (such amount to be reduced by the nominal amount allotted or granted under paragraph b) below in excess of f.tt6,999,4621; and
• b) up to an aggregate nominal amount of f233,998,925 (such amount to be reduced by any allotments or grants made under paragraph a) above) in connection with any offer by way of a rights issue:
  • (i) 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, 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 securíties 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 13 September 20241, 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 17 - Authority to disapply pre-emption rights

That if Resolution L6 is passed, the Directors be authorised to allot equ¡ty securities (as defined in section 560(L) of the Companies Act 2006 (the Act)) for cash under the authority given by that resolution and/or to sell ordínary 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 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 the resolution granting authority to allot shares, by way of a rights issue only) to:
  • (i) holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings; and
  • (¡i) holders of other equity securities, as required by the rights attaching thereto, or as the Directors otherwise consider necessary, and that, in both cases, the Directors 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; and
• b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a) above) to any person or any persons up to an aggregate nominal ^amount of f-17,549,9L9,

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 1-3 September 20241but, 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 18 - Authority to disapply pre-emption rights

That, if Resolution 16 is passed, the Directors be authorised, in addition to any author¡ty granted under Resolution 17 to allot equity securities (as defíned in section 560(1)of the Companies Act 2006 (the Act)) for cash under the authority given by Resolution L6, 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 f-t7,549,919; 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 shall continue until the conclusion of the next annual general meeting of the Company (or, if earlier, until the close of business on l-3 September 2O241but, 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 equíty securitíes (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 19 - Authority to purchase own shares

That Centrica plc (the Company), pursuant to and in accordance with section 701 of the Companies Act 2006 (the nct), be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company provided that:

• a) the maximum number of ordinary shares hereby authorised to be purchased is 568,6L7,397;
• b) the minimum price (exclusive of expenses) which may be paid for each such ordinary share is 614/8L pence; and
• c) the maximum price (exclusive of expenses) which the Company may pay for each such ordinary share is the higher of:
  • (i) an amount equal to IO5% 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) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out,

such authority to expire at the conclusion of the next annual general meeting (or, if earlier, the close of business on 1-3 September 2024), 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 ifthe authority had not expired.

Resolution 20 - Adoption of new Articles of Association

That the Artícles of Association produced to the 2023 annual general meeting and initialled by the chair of the annual general meeting for purposes of identification be adopted as the Company's Articles of Association in substitution for, and to the exclusion of, the existing Articles of Association.

Resolution 21 - Notice of general meetings

That a general meetíng of Centrica plc other than Centrica plc's annual general meeting may be called on not less than L4 clear days' notice.

Raj Roy

Group Ge & Company Secretary