Centrica PLC — Proxy Solicitation & Information Statement 2018

Dec 31, 2018

AGM 2019 Proxy Form +							+	TO the Th Ple PL Ple nu oa ase is s EA m T as e w d S HE e b de ee lip SE tin an tac A ill b sh rin S g. GM ctu g t ow h h EE e o
Voting ID		Task ID		Shareholder Reference Number				his ere ary s t T V pe sl if r ha HE EN , W n f ip t y etu R rom UE es wi ou rnin EV tm th 10 ar
PLEASE READ	THE NOTES		CAREFULLY	BEFORE COMPLETING THIS	FORM			g P ER ins yo e e .00 rox u t ter SE nti am o a y F , L O tle on orm llow . R F T d t do
Appointment of Proxy any adjournment thereof. The proxy will vote on the resolutions below as I/we have indicated. regarding that resolution and on any other business transacted at the meeting. Resolution 1. To receive the Reports and Accounts 2. To approve the Directors' Remuneration Report		For Against Withheld		I/We, the undersigned, being a member of Centrica plc, hereby appoint the Chairman of the meeting or 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 13 May 2019 at 11.00 am and at 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 3). Please indicate your voting instructions by marking the appropriate boxes in ink like this: Resolution 15. To re-elect Scott Wheway+ 16. To re-appoint Deloitte LLP as Auditors of the Company		For Against Withheld		S A nv W hm nd en DM 1P en th ien 3E ts e A ISS t e wi E o GM ntr IO ll b n M y i N e s , to nto SL on be erv th da IP ed he e A y 1 FO be ld 3 M GM R at for DI . T ay the e a RE he 20 Q nd do CT 19 EII af at IO ors ter Ce 11 NS to ntr .00 th e, am e
3. To declare a final dividend 4. To elect Charles Berry+ 5. To elect Richard Hookway+				17. To authorise the Directors to determine the Auditors' remuneration 18. Authority for political donations and political expenditure				Notes
6. To elect Pam Kaur+ 7. To elect Kevin O'Byrne+ 8. To elect Chris O'Shea+ 9. To elect Sarwjit Sambhi+ 10. To re-elect Iain Conn+ 11. To re-elect Joan Gillman+ 12. To re-elect Stephen Hester+ 13. To re-elect Carlos Pascual+				in the European Union 19. Authority to allot shares 20. Authority to disapply pre-emption rights# 21. Additional authority to disapply pre-emption rights# 22. Authority to purchase own shares# 23. Adoption of new Articles of Association# 24. Notice of general meetings#				These notes should be read in conjunction with the Proxy Form and Notice of AGM. General 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
14. To re-elect Steve Pusey+ Resolutions 1 to 24 are recommended to you by the Board. To be valid, this form must be received no later than 11.00 am				+ biographical details, including membership of Board committees, are included in the Notice of AGM, the Annual Report and Accounts 2018 and the Annual Review 2018 which are available at centrica.com/ar18 and centrica.com/agm19 # special resolutions.				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. Proxy appointment
on Thursday 9 May 2019 (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/agm19				Once completed, please detach and post this form. You may, if you prefer, return this form in a sealed				3. 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
envelope to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. + 1237-211-S				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.			+	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

AGM 2019 | Admission Slip

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

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.

1. Even if you complete and return a Proxy Form, you may still attend the AGM and vote in person.

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.

M venue G Arriving at the A	Westminster, M will be held at the QEII Centre, Broad Sanctuary, W1P 3EE on Monday 13 May 2019 at 11.00 am. Abingdon Street Whitehall Parliament Street London S The AG	The nearest mainline stations are London Victoria, Charing Cross and Waterloo asked to leave. Please switch off any mobile phones or other electronic communication As in previous years this will involve security arches and all bags are subject to search. We do not permit behaviour that may interfere with anyone's security or safety, or the You will be asked to pass through our security systems before entering the meeting. good order of the meeting. Anyone who does not comply may be removed from the Due to the high volume of people attending the meeting, there may be a short wait. meeting. Anyone attempting to take photos, film or record the proceedings may be The nearest underground stations are St James's Park, Westminster and For further travel details please visit qeiicentre.london/getting-here/ which are all located within a mile of the AGM venue. equipment before the meeting begins. London Victoria. Underground Transport options Mainline Security
	Notes continued Proxy appointment continued 5. 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. 6. 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. 7. 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.	Page 1 Page 1 Have you received more than one copy of these documents? It is likely that you have more than one shareholder account. Please help us to reduce our environmental impact and save paper by calling the Centrica shareholder helpline on 0371 384 2985 09:56 09:56 or +44 (0)121 415 7061 from outside the UK to combine your accounts. Shareholder helpline open 8.30 am to 5.30 pm, Monday to Friday (UK time), excluding holidays in England and Wales. 18/2/14 18/2/14 Calls to an 03 number cost no more than a national rate call to an 01 or 02 number. Reply section proof:Layout 5 Reply section proof:Layout 5	s u Pl y l p e R s s e n si u B

Proxy appointment continued

• 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.

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Equiniti Equiniti Aspect House Aspect House Spencer Road Spencer Road LANCING LANCING BN99 6GF BN99 6GF Equiniti Equiniti Aspect House Aspect HouseSpencer Road Spencer Road LANCING LANCING BN99 6GF