Centrica Regulatory News (CNA)

2 March 2018

Centrica plc(the "Company")announces final results and pricing of Tender Offers for certain of its Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

2 March 2018. Further to its indicative results announcement earlier today, the Company announces the final results and pricing of its invitations (together, the "Tender Offers" and each a "Tender Offer") to holders of the following Notes, to tender their Notes for purchase by the Company for cash, subject to the conditions described in the tender offer memorandum dated 22 February 2018 (the "Tender Offer Memorandum"): the outstanding £500,000,000 6.375 per cent. Notes due March 2022 (ISIN: XS0416397338) (the "2022 Notes" and the "First Priority Notes"); the outstanding £200,000,000 6.400 per cent. Notes due September 2026 (ISIN: XS0265184589) (the "2026 Notes"); the outstanding £750,000,000 4.375 per cent. Notes due March 2029 (ISIN: XS0753789980) (the "2029 Notes" and together with the 2026 Notes, the "Second Priority Notes"); the outstanding £770,000,000 7.000 per cent. Notes due September 2033 (ISIN: XS0388006123) (the "2033 Notes"); the outstanding £550,000,000 4.250 per cent. Notes due September 2044 (ISIN: XS0825385858) (the "2044 Notes" and together with the 2033 Notes, the "Third Priority Notes" and together with the First Priority Notes and the Second Priority Notes, the "Notes"), and in each case in the order of priority listed below subject to the acceptance of a maximum of £600,000,000 in aggregate principal amount of the Notes and on the terms and subject to the conditions set out in full in the Tender Offer Memorandum.

The Company hereby announces it will accept for purchase £600,000,000 in aggregate principal amount of Notes validly tendered in the Tender Offers, and the Series Acceptance Amount for each Series is set out in the table below, which also includes the relevant Purchase Price, the relevant Accrued Interest, the relevant Reference Rate, the relevant Purchase Yield and, to the extent applicable, any Pro-Rating Factor. None of the Third Priority Notes validly tendered in the Tender Offers will be accepted for purchase.

Tender Offer for the First Priority Notes

Tender Offer for the Second Priority Notes

* For each Series of Notes, the Purchase Price has been determined in the manner described in the Tender Offer Memorandum, by reference to the relevant Purchase Yield, which is rounded to the nearest 0.001 per cent. (with 0.0005 being rounded upwards).

The accrued and unpaid interest on the relevant Series of Notes from and including the immediately preceding interest payment date for such Series of Notes to but excluding the Settlement Date will be payable to each Noteholder who has validly tendered such Series of Notes (and whose Offer to Sell has been accepted) pursuant to the Tender Offers.

Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been successfully submitted and accepted for purchase pursuant to the Tender Offers will remain outstanding after the Settlement Date.

Settlement

Settlement of the Tender Offers and payment of the relevant Tender Consideration in respect of Notes accepted for purchase is expected to take place on 6 March 2018.

Notes that have not been tendered or accepted for purchase pursuant to the Tender Offers will remain outstanding.

Barclays Bank PLC, Citigroup Global Markets Limited, Société Générale and The Royal Bank of Scotland plc (trading as NatWest Markets) are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited is acting as Tender Agent.

This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.

DISCLAIMER

Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Tender Offers.

Centrica plc is listed on the London Stock Exchange (CNA)Registered Office: Millstream, Maidenhead Road, Windsor, Berkshire SL4 5GDRegistered in England & Wales number: 3033654Legal Entity Identifier number: E26EDV109X6EEPBKVH76ISIN number: GB00B033F229