Centrica PLC — Proxy Solicitation & Information Statement 2018

Apr 5, 2018

Notes

These notes should be read in conjunction with the Proxy Form and Notice of AGM.

General

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1. This form assumes that you wish to vote all your shares in the same way on each resolution. If you wish to vote only part of your holding or to vote some shares one way and some another, please contact the shareholder helpline on 0371 384 2985* in advance of the deadline.

2. If you wish to submit your proxy appointment electronically, please visit sharevote.co.uk, where full instructions on how to do so are given. If you return paper and electronic voting instructions, those received last by Equiniti before the latest time for the receipt of proxies or voting instructions will take precedence. You are advised to read the sharevote.co.uk terms and conditions of use carefully.

3. As a recipient of dividend payments from Centrica plc direct into your bank account, you will find an Annual Dividend Confirmation for the year 2017/2018 attached to this form.

Proxy appointment 4. You are entitled to appoint a proxy or proxies, who need not be a Centrica shareholder, or the Chairman of the meeting, to exercise all or any of your rights to attend, speak and vote provided that each proxy is appointed in respect of a different share or shares. If you do not wish to appoint the Chairman

of the meeting as your proxy, please write the proxy's name in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. If you appoint more than one proxy, additional Proxy Form(s) may be obtained by contacting the shareholder helpline on 0371 384 2985* in advance of the deadline or you may photocopy this form. Please indicate by ticking the box provided if your proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Please note that proxies must be notified to the Registrars and will need to bring identification with them to the AGM.

Please see overleaf for further notes.

* Shareholder helpline open 8.30 am to 5.30 pm, Monday to Friday (UK time), excluding holidays in England and Wales. Calls to an 03 number cost no more than a national rate call to an 01 or 02 number.

Please detach here if returning Proxy Form

the meeting. venue will be open from 1.00 pm. Refreshments will be served before and after Please bring this slip with you to allow convenient entry into the AGM. The doors to the Broad Sanctuary, Westminster, London SW1P 3EE on Monday 14 May 2018 at 2.00 pm. This slip shows that you are entitled to attend the AGM, to be held at the QEII Centre,

please bring this slip with you and keep it until the end of the meeting. a right to attend, speak and vote at the AGM. If you plan to attend the AGM, Only Centrica shareholders, proxies and FlexiShare participants have

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information visit the HMRC website

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Group General Counsel & Company Secretary

Grant Dawson

Lancing, West Sussex BN99 6DA United Kingdom. Telephone number 0371 384 2985.**

Correspondence about these dividends, including changes of address, should be sent to the Company's Registrar, Equiniti, at Aspect House, Spencer Road,

AGM 2018 | Admission Slip

Resolutions 1 to 24 are recommended to you by the Board. To be valid, this form must be received no later than 2.00 pm on Thursday 10 May 2018 (see the Important Notes section of the Notice of AGM in the case of an adjournment or deferred poll). The Notice of AGM is available at centrica.com/agm18 .

• biographical details, including membership of Board committees, are included in the Notice of AGM, the Annual Report and Accounts 2017 and the Annual Review 2017 which are available at centrica.com/ar17 and centrica.com/agm18 . # special resolutions.

Once completed, please detach and post this form. You may, if you prefer, return this form in a sealed envelope to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. Please allow one week before the deadline to ensure your form arrives in time. If you appoint more than one proxy, all forms must be signed and returned together in the same envelope using the Freepost address.

+	1237-200-S		+
Date		Signature

AGM 2018 Proxy Form +		+
Voting ID	Task ID	Shareholder Reference Number
PLEASE READ THE You can submit your proxy instructions electronically at sharevote.co.uk using the above numbers.	NOTES CAREFULLY	BEFORE COMPLETING THIS FORM
Appointment of Proxy		I/We, the undersigned, being a member of Centrica plc, hereby appoint the Chairman of the meeting or
any adjournment thereof. The proxy will vote on the resolutions below as I/we have indicated.		as my/our proxy, to exercise all or any of my/our right(s) to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at Centrica plc's Annual General Meeting (AGM) to be held on Monday 14 May 2018 at 2.00 pm and at
regarding that resolution and on any other business transacted at the meeting.		The proxy will vote at his or her discretion, or abstain from voting on any resolution listed below, if no instruction is given Please tick here if this proxy appointment is one of multiple appointments being made (please refer to note 4).

	Please indicate your voting instructions by marking the appropriate boxes in ink like this:
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Resolution		For Against Withheld	Resolution	For Against Withheld
1. To receive the Reports and Accounts			+ 14. To re-elect Steve Pusey
2. To approve the Directors' Annual Remuneration Report 3. To approve the Directors' Remuneration Policy 4. To declare a final dividend + 5. To re-elect Rick Haythornthwaite			+ 15. To re-elect Scott Wheway 16. To re-appoint Deloitte LLP as Auditors of the Company 17. To authorise the Directors to determine the Auditors' remuneration 18. Authority for political donations and political expenditure in the
+ 6. To re-elect Iain Conn + 7. To re-elect Jeff Bell			European Union 19. Authority to renew the Scrip Dividend Programme
+ 8. To re-elect Margherita Della Valle + 9. To re-elect Joan Gillman			20. Authority to allot shares 21. Authority to disapply #
+ 10. To re-elect Mark Hanafin + 11. To re-elect Mark Hodges			pre-emption rights 22. Additional authority to disapply # pre-emption rights
12. To re-elect Stephen Hester+ + 13. To re-elect Carlos Pascual			# 23. Authority to purchase own shares # 24. Notice of general meetings

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Reply section proof:Layout 5 18/2/14 09:56 Page 1 Reply section proof:Layout 5 18/2/14 09:56 Page 1 Please help us to reduce our environmental impact and save paper by calling the Centrica shareholder helpline on 0371 384 2985* or +44 (0)121 415 7061 from outside the UK to combine your accounts.

• attend the AGM and vote in person.
• 1. The 'Withheld' option is provided to enable you to refrain from voting on any particular resolution. It should be noted that a vote 'Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
• 1. In the case of joint holdings, any one holder may sign the Proxy Form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
• 1. If a shareholder is a company this form must be executed under its common seal or be signed by a duly authorised officer, representative or attorney whose capacity must be stated.

* Shareholder helpline open 8.30 am to 5.30 pm, Monday to Friday (UK time), excluding holidays in England and Wales. Calls to an 03 number cost no more than a national rate call to an 01 or 02 number.

Shareholder fraud warning

Shareholders are advised to be very wary of any suspicious or unsolicited mail or telephone calls in relation to their Centrica shares. These may offer to buy shares at a discount, sell your shares at a premium or offer a free company report. These communications imply a connection with Centrica and are often from overseas based 'brokers' who are very persuasive and extremely persistent, with professional websites to support their activities. Such communications are not endorsed by Centrica as the Company does not participate in such unsolicited communication programmes. The calls should be treated as scams and should be reported to the Financial Conduct Authority (FCA) so that they can investigate. You are able to do this either online at fca.org.uk/consumers/ report-scam-unauthorised-firm or by calling Action Fraud on 0300 123 2040* or +44(0)207 386 3620* from outside the UK.

If you do receive telephone calls, emails or letters from Centrica or from companies endorsed by Centrica and you are unsure if they are legitimate, please contact our shareholder helpline for clarification on 0371 384 2985.**

More information can be found on the FCA's website fca.org.uk/consumers/scams and scamsmart.fca.org.uk.

• * Action Fraud lines open 8.00 am to 8.00 pm, Monday to Friday (UK time), excluding public holidays in England and Wales, and 9.00 am to 1.00 pm, Saturday (UK time). Calls to an 03 number cost no more than a national rate call to an 01 or 02 number.
• ** Shareholder helpline open 8.30 am to 5.30 pm, Monday to Friday (UK time), excluding public holidays in England and Wales. Calls to an 03 number cost no more than a national rate call to an 01 or 02 number.