Results of AGM

RESOLUTION

FOR**

AGAINST

VOTES CAST IN TOTAL

VOTES WITHHELD

No. of Votes

% of votes cast

No. of Votes

% of votes cast

No. of Votes

% of issued share capital

No. of Shares

1

To receive the Directors' report and accounts

1,156,004,320

99.94

705,488

0.06

1,156,709,808

74.40%

347,270

2

To declare a final dividend

1,156,710,160

100.00

42,529

0.00

1,156,752,689

74.40%

304,389

3

To re-elect as a Director Mr M J Turner

1,151,545,715

99.57

4,971,354

0.43

1,156,517,069

74.39%

537,809

4

To re-elect as a Director Mr N M Stein

1,125,249,920

97.28

31,417,287

2.72

1,156,667,207

74.40%

387,671

5

To re-elect as a Director Mr M J S Bryson

1,155,718,300

99.92

946,379

0.08

1,156,664,679

74.40%

390,199

6

To re-elect as a Director Mr A Reynolds Smith

1,155,700,777

99.92

977,585

0.08

1,156,678,362

74.40%

376,516

7

To re-elect as a Director Mr W C Seeger

1,155,706,191

99.92

954,418

0.08

1,156,660,609

74.40%

394,269

8

To Elect as a Director Mr T Erginbilgic

1,121,353,062

99.04

10,841,338

0.96

1,132,194,400

72.82%

24,860,477

9

To re-elect as a Director Mrs S C R Jemmett-Page

1,153,095,840

99.69

3,571,546

0.31

1,156,667,386

74.40%

387,492

10

To re-elect as a Director Mr R Parry-Jones

1,128,652,265

99.69

3,556,014

0.31

1,132,208,279

72.82%

24,846,598

11

To re-elect as a Director Mr J N Sheldrick

1,153,123,024

99.69

3,528,498

0.31

1,156,651,522

74.39%

403,356

12

To reappoint the auditors

1,155,203,295

99.87

1,500,152

0.13

1,156,703,447

74.40%

353,631

13

To authorise the Directors to determine the auditors' remuneration

1,155,593,809

99.91

1,059,573

0.09

1,156,653,382

74.40%

403,695

14

To authorise the Directors to allot shares in the Company

1,091,438,989

94.96

57,944,593

5.04

1,149,383,582

73.93%

7,673,496

15

To authorise the Directors to disapply pre-emption rights *

1,155,855,830

99.94

707,072

0.06

1,156,562,902

74.39%

494,176

16

To approve the Directors' Remuneration Report

1,087,401,160

96.03

44,966,287

3.97

1,132,367,447

72.83%

24,689,630

17

To authorise the Company to make 'political donations'

1,147,414,102

99.22

9,009,341

0.78

1,156,423,443

74.38%

633,635

18

To authorise the Company to purchase its shares *

1,131,235,354

99.91

963,480

0.09

1,132,198,834

72.82%

24,856,043

19

To retain a 14 day notice period for general meetings other than AGMs *

1,113,557,165

96.27

43,136,139

3.73

1,156,693,304

74.40%

363,774

20

To approve the GKN Sustainable Earnings Plan 2012

1,065,889,640

92.48

86,647,593

7.52

1,152,537,233

74.13%

4,519,844