Commencement of Share Buy-Back Programme

Commencement of Share Buy-Back Programme

15 November 2022

Centrica plc (the "Company") announced in a Trading Update on 10 November 2022 a plan to commence a share repurchase programme of up to 5% of its issued share capital (the "Programme").

The Company today announces the commencement of this Programme which is to be conducted over the next 6.5 months to buy back shares of 6^14/81 pence each (the "Shares") up to an aggregate price of up to £250,000,000 (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 UBS AG London Branch, ("UBS") and Goldman Sachs International ("Goldman") (both acting as principal) to conduct the buy-back Programme on its behalf and to make trading decisions under the Programme independently of the Company.  

The Programme, which is structured in two tranches, will commence on 15 November 2022 and will end no later than 31 May 2023.  In the first tranche, UBS will purchase Shares up to an aggregate price of £125,000,000. Once the first tranche is complete, under the second tranche, Goldman will purchase Shares up to an aggregate price of £125,000,000.  In each case, the aggregate price is exclusive of associated fees, expenses and stamp duty.  

UBS and Goldman may effect purchases of Shares under the 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 the repurchased Shares will be held in treasury. 

The purpose of the 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 programme is 590,729,053, which is the maximum number remaining as of the date of this announcement pursuant to the relevant authorities granted by shareholders at the Company's Annual General Meeting held on 7 June 2022.

The 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 Programme will be implemented in full or that any shares will be bought back by the Company.