Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIALRESPONSIBILITIESAND CONNECTED PERSONS GKN plc announces that on 23 October 2014 the award over ordinary sharesgranted under the GKN plc Long Term Incentive Plan (`LTIP') in 2010 wasexercised by Andrew Reynolds Smith. In accordance with the rules of the LTIP, the award was released and becamecapable of exercise on the fourth anniversary of the date of grant, havingvested following the achievement of performance conditions over a three yearperiod ending on 31 December 2012. A cash amount equivalent to dividends pershare paid in the period 1 January 2012 to 11 August 2014 (being the start ofthe final year of the performance period to the fourth anniversary of the dateof grant) will be paid in relation to the exercise of the award. The tax and social security liabilities arising from the exercise were settledby the sale of shares at a price of £3.094 per share as detailed below. Director & PDMR Shares exercised Shares sold to settle withholding Shares liabilities retained Andrew Reynolds 381,125 179,759 201,366Smith Director's Interests Following the exercise, the shareholding of Andrew Reynolds Smith and hisconnected persons, in GKN is as follows: Director & PDMR No. of shares % of issued share capital Andrew Reynolds Smith 905,455 0.055% This announcement is made in accordance with DTR 3.1.4R (1).

24 October 2014