Centrica Regulatory News (CNA)

Commencement of Share Buy-Back Programme

5 April 2023

Centrica plc (the "Company") announced as part of its 2022 Preliminary Results on 16 February 2023 a plan to extend its share repurchase programme, by repurchasing up to an additional £300m of its ordinary shares (the "2023 Programme"), subject to market conditions at the time of completion of the original share repurchase programme of up to £250m of its ordinary shares previously announced on 15 November 2022 (the "2022-23 Programme"). As announced on 29 March 2023, the 2022-23 Programme completed on 29 March 2023.

The Company today announces the commencement of the 2023 Programme which is to be conducted over the next 6.5 months from 5 April 2023 to buy back ordinary shares of 614/81 pence each (the "Shares") up to an aggregate price of up to £300,000,000 (exclusive of associated fees, expenses and stamp duty), representing an amount equal to the aggregate value of approximately 5% of the Company's issued share capital at today's share price.

The Company has entered into separate non-discretionary agreements with Merrill Lynch International, ("Merrill Lynch") and Citigroup Global Markets Limited ("Citi") (both acting as riskless principal) to conduct the 2023 Programme on its behalf and to make trading decisions under the 2023 Programme independently of the Company.

The 2023 Programme, which is structured in two tranches, will commence on 5 April 2023 and will end no later than 23 October 2023. In the first tranche, Merrill Lynch will purchase Shares up to an aggregate price of £150,000,000. Once the first tranche is complete, under the second tranche, Citi will purchase Shares up to an aggregate price of £150,000,000. In each case, the aggregate price is exclusive of associated fees, expenses and stamp duty.

Merrill Lynch and Citi may effect purchases of Shares under the 2023 Programme on the London Stock Exchange and/or other trading venues[i] for subsequent purchase by the Company. Purchases by the Company will be treated as being made on the London Stock Exchange. The Company intends that any Shares purchased will be (i) cancelled; (ii) held in treasury pending their cancellation; or (iii) held in treasury pending their transfer out of treasury to satisfy obligations arising from awards and options granted to employees under the Company's employee share plans.

The purpose of the 2023 Programme is to reduce the capital of the Company.

Any Share purchases will be carried out in accordance with certain pre-set parameters. The maximum number of Shares which may be purchased by the Company under the 2023 Programme is 340,245,251, being the maximum number of Shares the Company is authorised to repurchase under the authority granted by shareholders at the Company's Annual General Meeting held on 7 June 2022 less the number of Shares purchased as part of the 2022-23 Programme.

The 2023 Programme will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014/EU (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and in accordance with Chapter 12 of the UK Listing Rules. No repurchases will be made in respect of the Company's American Depositary Receipts.

The Company will make further announcements in due course following any buy back of Shares. There is no guarantee that the 2023 Programme will be implemented in full or that any shares will be bought back by the Company.