Centrica PLC — AGM Information 2024

Jun 6, 2024

The Companies Act 2006 (the Act)

PUBTIC COMPANY LIMITED BY SHARES

Ordinary and Special Resolutions of

Centrica Plc

(the Company)

pursuant to Listing Rule 9.6.2, the following items of special business were passed at the Annual General Meeting (AGM) of the Company duly convened and held at Hilton Glasgow, L William Street, Glasgow, G3 8HT on Wednesday 5 June 2024 at 10.30am.

ORDINARY ESOLUTION

Resolution 19 - Authority to allot shares

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

a) up to an aggregate nominal amount of f.1-10,127,257 (such amount to be reduced by the nominal amount allotted or granted under paragraph b) below in excess of î.710,127,2571; and

b) up to an aggregate nominal amount of f22O,254,514 (such amount to be reduced by any allotments or grants made under paragraph a) above) in connection with a pre-emptive offer (including an offer by way of a rights issue of open offer):

(i) to holders of ordinary shares in proportion (as nearly as pract¡cable) 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 or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other

matter, provided that this authority shall expire at the earlier of (i) the conclusion of the next annual general meeting or, (ii) the close of business on 5 September 2025, save that the Directors may, before such expiry, make offers and enter into agreements 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 had not exPired.

SPECIAL RESOLUTIONS

Resolution 20 - Authority to disapply pre'emption rights

That if Resolution 19 is passed, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006 (the Act)) for cash under the authority given by that resolution 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 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 pre-emptive offer (including an offer by way of a rights issue or open offer)):

(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 securíties, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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;

b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of f 33,038,L77; and

c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a) or b) above) up to a nominal amount equal to 20%of any allotment of equity securities or sale of treasury shares from time to time under paragraph b) above, such authority to be used only for the purposes of making ^a follow-on offer which the Directors determines to be of a kind contemplated by paragraph 3 of Section 2B of 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 to expire at the end of the next annual general meeting of the Company (or if earlier, at the close of business on 5 September 2025) but, 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 21 - Author¡ty to d¡sapply pre-emption rights

That, if Resolution L6 is passed, the Directors be authorised, in addition to any authority granted under Resolution 17 to allot equity securities (as defined in section 560(1)of the Companies Act 2006 (the Rct)) for cash under the author¡ty given by Resolution 16, 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.I7,549,919; 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 ¹³ 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 22 - Authority to purchase own shares

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

a) the maxímum number of ordinary shares hereby authorised to be purchased is 535,2 L8,478;

b) the minimum príce (exclusive of expenses) which may be paid for each such ordinary share is 614/87 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 1O5% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Offícial 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 5 September 20251,

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 authority had not expired.

Resolution 23 - Notice of general meet¡ngs

That a general meeting of Centrica plc other than Centrica plc's annual general meeting may be called on not less than 14 clear days' notice

(î

Raj Roy

Group General nsel & Company Secretary