Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIALRESPONSIBILITIES AND CONNECTED PERSONS GKN plc announces that on 1 April 2015 awards over ordinary shares grantedunder the GKN plc Long Term Incentive Plan (`LTIP') in 2011 were exercised bythe Directors and Persons Discharging Managerial Responsibilities (`PDMRs')shown below. In accordance with the rules of the LTIP, the awards were released and becamecapable of exercise on the fourth anniversary of the date of grant (the `dateof release'), having vested following the achievement of performance conditionsover a three year period ending on 31 December 2013. A cash amount equivalentto dividends per share paid in the period 1 January 2013 to 1 April 2015 (beingthe start of the final year of the performance period to the date of release)was paid on exercise of the awards. The tax and social security liabilities arising from the exercises were settledby the sale of shares at a price of £3.591864 per share as detailed below. Directors& PDMRs Sharesexercised Shares sold Shares retained Nigel Stein 408,997 192,905 216,092 Andrew Reynolds Smith 343,558 343,558 0 Directors' Interests Following the exercise, the shareholding of the Directors and PDMRs and theirconnected persons, in GKN is as follows: Directors& PDMRs No. of shares % of issued share capital Nigel Stein 1,971,455 0.1197% Andrew Reynolds Smith 966,119 0.0587% This announcement is made in accordance with DTR 3.1.4R (1).

2 April 2015