Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIALRESPONSIBILITIES AND CONNECTED PERSONS GKN plc (the `Company') announces the release of ordinary shares of 10p each inthe Company (the `Shares') to Persons Discharging Managerial Responsibilities(`PDMRs') under the GKN Sustainable Earnings Plan (`SEP'), the GKN DeferredBonus Plan (`DBP') and the Restricted Share Award (2) ('RSA') as set out below. SEP Awards under the SEP comprise a core award and a sustainability award. On 24February 2015, 50% of vested shares under the core awards granted in 2012 werereleased to the PDMRs listed below. The core awards vested at 67.5% of maximumin respect of the three year performance period that ended on 31 December 2014.The remaining 50% of vested core award shares will be released in 2017 inaccordance with the plan rules. The number of shares under the sustainabilityawards associated with the vested core awards has been reduced to reflect theextent to which the performance condition relating to the core awards was notsatisfied. These sustainability award shares will vest and be released in 2017subject to achievement of the sustainability target measured in each of thefinancial years ending 31 December 2015 and 31 December 2016. The release of 50% of the vested core award shares includes additional dividendequivalent shares based on the value of dividends that would have been paid onshares from the date of grant to date of release as set out in the table below: Directors & PDMRs Core award Additional Shares sold Shares shares dividend retained released in Shares 2015 Nigel Stein 174,977 9,778 87,141 97,614 Andrew Reynolds 108,744 6,076 54,156 60,664Smith Kevin Cummings 33,809 1,886 15,592 20,103 Chris Fox 24,685 1,378 12,293 13,770 Douglas McIldowie 32,965 1,840 34,805 - Peter Oberparleiter 35,126 1,962 16,970 20,118 Jos Sclater 19,705 1,099 9,813 10,991 Phil Swash 24,685 1,378 12,293 13,770 Shares to satisfy tax and social security liabilities were sold at £3.693586per Share for all PDMRs with the exception of Peter Oberparleiter whose shareswere sold at £3.6382 per Share. RSA On 24 February 2015, the Company was notified by the Trustee of its EmployeeShare Ownership Trust of the transfer of Shares to Adam Walker in relation tothe release of the RSA granted to him on 10 March 2014. The RSA formed part ofthe awards granted to facilitate Adam Walker's recruitment, recognising thevalue of unvested share awards granted by his former employer which wereforfeited on appointment to the Company. The release of RSA shares includes additional dividend equivalent shares basedon the value of dividends that would have been paid on shares from the date ofgrant to date of release as set out in the table below: Director Shares released Additional Shares sold Shares retained dividend Shares Adam Walker 71,423 1,572 34,377 38,618 Shares were sold at £3.726805 per Share to satisfy tax and social securityliabilities. . DBP On 25 February 2015, the Company was notified by the Trustee of its EmployeeShare Ownership Trust of the transfer of Shares to the PDMRs listed below. Theshares released represent a percentage of the amount earned under the Company's2013 annual bonus arrangements which were compulsorily deferred and investedinto Shares. Shares were released after a two year deferral period; during thisperiod, dividends earned on the shares were accrued and an equivalent cashamount paid on release of the shares. PDMRs Number of Shares Number of Shares Number of Shares released sold retained Kevin Cummings 5,875 2,415 3,460 Phil Swash 4,263 2,008 2,255 Shares were sold at £3.651553 per Share to satisfy tax and social securityliabilities. Directors' Interests Following these transactions, the interests of the PDMRs listed above and oftheir connected persons in Shares are as follows: Director & PDMR No. of shares % of issued share capital Nigel Stein 1,467,691 0.0893% Andrew Reynolds Smith 966,119 0.0588% Adam Walker 115,899 0.0071% Kevin Cummings 141,216 0.0087% Chris Fox 13,770 0.0008% Douglas McIldowie 102,151 0.0063% Peter Oberparleiter 104,699 0.0064% Jos Sclater 10,991 0.0007% Phil Swash 73,313 0.0045% This announcement is made in accordance with Disclosure and Transparency Rule3.1.4R (1).

25 February 2015