Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIALRESPONSIBILITY AND CONNECTED PERSONS 1. Name of the issuer GKN PLC 2. State whether the notification relates to: (i) a transaction notified in accordance with DTR 3.1.2R; or (ii) a disclosure made in accordance with LR 9.8.6R(1); or (iii) a disclosure made in accordance with section 793 of the Companies Act(2006) NOTIFICATION RELATES TO (i) ABOVE 3. Name of the person discharging managerial responsibilities/director ANDREW REYNOLDS SMITH - DIRECTOR & PDMR 4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person N/A 5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest NOTIFICATION RELATES TO PERSON NAMED IN 3. ABOVE 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares ORDINARY SHARES OF 10P EACH 7. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them ANDREW REYNOLDS SMITH 8. State the nature of the transaction EXERCISE OF 2009 EXECUTIVE SHARE OPTION OVER 617,732 AND EXERCISE OF 2010EXECUTIVE SHARE OPTION OVER 356,612 SHARES 9. Number of shares, debentures or financial instruments relating to shares acquired 347,371 SHARES (IN RESPECT OF BOTH OPTION EXERCISES) 10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) 0.021% 11. Number of shares, debentures or financial instruments relating to shares disposed 626,973 SHARES DISPOSED OF TO COVER OPTION COST AND TAX LIABILITES (IN RESPECTOF BOTH OPTION EXERCISES). 12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 0.038% 13. Price per share or value of transaction 110.08 PENCE PER SHARE (2009 OPTION PRICE 134.6 PENCE PER SHARE (2010 OPTION PRICE) 350.08 PENCE PER SHARE (SALE PRICE) 14. Date and place of transaction 9 AUGUST 2013, LONDON 15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 691,010 SHARES (0.042%) 16. Date issuer informed of transaction 9 AUGUST 2013 If a person discharging managerial responsibilities has been granted options bythe issuer complete the following: 17. Date of grant N/A 18. Period during which or date on which it can be exercised N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved (class and number) N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise N/A 22. Total number of shares or debentures over which options held following notification N/A 23. Any additional information N/A 24. Name of contact and telephone number for queries CATHY DE FEO (01527 533327) Date of notification 12 AUGUST 2013 Notes: This form is intended for use by an issuer to make a RIS notification requiredby DR3.1.4R(1). 1. An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. 2. An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. 3. An issuer making a notification in respect of options granted to a director /person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. 4. An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.