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Director/PDMR Shareholding

6th Aug 2012 15:59

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND CONNECTED PERSONS

In accordance with DTR 3.1.4R (1), GKN plc (the "Company") announces that on 6 August 2012 the Executive Directors and other PDMRs listed below received awards under the GKN Sustainable Earnings Plan 2012.

Director/PDMR Number of Number of shares Total number Total number shares comprised in of shares of share comprised in Sustainability awarded awardsheld Core Award Award under SEP Nigel Stein 518,453 103,690 622,143 622,143 Marcus Bryson 322,206 64,441 386,647 386,647 Andrew Reynolds 322,206 64,441 386,647 386,647Smith William Seeger 302,721 60,544 363,265 363,265 Judith Felton 79,824 15,964 95,788 95,788 Douglas McIldowie 97,675 19,535 117,210 117,210

The extent to which a Core Award and a Sustainability Award will vest is based on the Company's performance over a five year period in total. The whole award (i.e. both the Core Award and the Sustainability Award) is subject to the achievement of stretching EPS growth targets over an initial three year performance period. 50% of shares earned under the Core Award will be released at this time, with the remaining 50% of the Core Award and the Sustainability Award being released after a further two year period. Release of the Sustainability Award is subject to a further condition that the highest EPS attained in the initial three year performance period is sustained during this two year deferral period. The vesting of Core Awards and Sustainability Awards (together the "Awards") is also subject to an additional test based on the Remuneration Committee's assessment of the quality of earnings.

The vesting of the Awards may entitle a participant to a benefit equivalent to the dividends that would have been paid from the award date to the release of the shares.

No consideration was paid for the grant of the Awards and no payment is due on the release of the Awards.

6 August 2012

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