Centrica PLC — Regulatory Filings 2015

May 13, 2015

centrica

Introducing the Centrica plc Scrip Dividend Programme

Dear Shareholder,

In the Preliminary Results announcement of 19 February, Iain Conn, our Chief Executive, stated that, subject to shareholder approval at our 2015 Annual General Meeting (AGM), Centrica plc (the Company) will introduce the Centrica plc Scrip Dividend Programme (the Programme) when the 2014 final dividend is paid on 25 June 2015. The Programme was approved by shareholders at the 2015 AGM and I am pleased to invite you to join. As a valued shareholder the Programme provides you with the opportunity to grow your shareholding.

If you choose to participate in the Programme, the Company will issue you with new fully paid ordinary shares in the Company (New Shares), equivalent to the value of your cash dividend. Whilst in the Programme you will not receive a cash dividend – only New Shares.

The Programme is completely free of charge. There is no joining fee, leaving fee or any annual charges. You will not have to pay commission or stamp duty as the shares are newly issued. Please see the enclosed Terms and Conditions and Frequently Asked Questions for more details.

How do I join?

Joining is easy, simply complete the enclosed Mandate Form and return it to Equiniti, in the business reply envelope provided.

If you are a CREST holder, you will need to elect through CREST and you will not have been sent a Mandate Form. For more information on how to do this please visit shareview.co.uk/info/reinvest. More details regarding CREST applications are included in the Frequently Asked Questions.

To make sure you are accepted into the Programme before the next dividend payment, please ensure you complete and return the Mandate Form to Equiniti by 4:30pm (UK time) on 4 June 2015.

If you have any questions about the Programme then please contact the dedicated Centrica Scrip Helpline on Freephone 0800 032 0876 from the UK or +44 121 415 0887 from overseas. Lines open (UK time) 5.30pm to 8:00pm, Monday to Friday, 9:00am to 4:00pm Saturdays, and 10:00am to 4:00pm on England and Wales bank holiday Monday 25 May. You can also contact the Centrica Shareholder Helpline on 0871 384 2985* or +44 121 415 7061 from outside the UK. Lines close on 4 June 2015.

Yours faithfully

Grant Dawson
General Counsel & Company Secretary
Centrica plc

• Calls cost 8 pence per minute plus network extras. Lines open 8:30am to 5:30pm UK time, Monday to Friday, excluding public holidays in England and Wales.

**Call costs may vary. Please check with your service provider.

Calls to both numbers may be recorded so that Equiniti can monitor the quality of their service and for security purposes.

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Additional Scrip information

What is the Scrip reference price?

The Scrip reference share price for the 2014 final dividend in respect of the year ended 31 December 2014 is 256.84p. This price is the average of the closing middle market quotations for ordinary shares, derived from the London Stock Exchange Daily Official List, for the five consecutive days from Thursday 30 April 2015 (the ex-dividend date) to Thursday 7 May 2015 (inclusive).

What is the total number of shares that would be issued if all eligible shareholders were to elect to receive shares for their entire shareholding?

If all shareholders choose to receive New Shares in respect of their entire holding in lieu of cash for the 2014 final dividend, the Company would issue approximately 162,698,004 new shares, an increase of approximately 3.27 percent of its existing issued ordinary share capital as at 7 May 2015.

What would be the total cash dividend payable and the applicable tax credit on the basis that no elections for the scrip dividend alternative are received?

If all shareholders choose to receive the 2014 final dividend in cash, the total cash dividend payable by the Company will be approximately £417,873,555.20. The applicable tax credit will be £46,430,395.02.

The Programme is optional and this invitation does not constitute advice to join. If you are unsure about joining then we recommend that you seek independent financial advice. If you take no action you will receive a cash dividend paid either directly to your bank account or by cheque as you have previously elected.