GKN PLC : - Directorate Change and Cancellation of Listing

LEI: 213800QNZ22GS95OSW84

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

19 April 2018

GKN plc (“GKN”)

Directorate Change and Cancellation of Listing

The Board of GKN (the “Board”) notes the announcement released at 8.06 am on 19 April 2018 (the “Announcement Time”) by Melrose Industries PLC (“Melrose”) that its offer to acquire the entire issued and to be issued share capital of GKN (the “Offer”) has become wholly unconditional. Accordingly, and consistent with its announcement of 29 March 2018, the outgoing Board now recommends that GKN shareholders who have not yet done so accept the Offer.

Directorate change

GKN announces that the following directors have resigned with effect from the Announcement Time:

• Michael Turner

• Anne Stevens

• Jos Sclater

• Phil Swash

• Angus Cockburn

• Tufan Erginbilgic

• Shonaid Jemmett-Page

• Richard Parry-Jones

GKN further announces that the following persons have been appointed to the  Board as executive directors with effect from the Announcement Time for an interim period until such time as the cancellation of the listing of GKN shares on the UKLA’s Official List and to trading on the LSE’s main market becomes effective:

• Christopher Miller

• David Roper

• Simon Peckham

• Geoffrey Martin

• Jonathon Crawford

• Garry Barnes

The newly appointed board wishes to thank each of the departing directors for their commitment to GKN.

In accordance with LR 9.6.13R, GKN confirms that Christopher Miller, David Roper, Simon Peckham and Geoffrey Martin each currently serve as a director of Melrose. No further information is required to be disclosed pursuant to LR 9.6.13R.

Cancellation of listing

GKN notes today’s announcement by Melrose stating that its Offer has become wholly unconditional and that it has acquired GKN shares representing over 75% of the voting rights of GKN. GKN wishes to announce that applications will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of listing and trading of the GKN’s ordinary shares of 10 pence each. Accordingly, the cancellation notice period has commenced and cancellation is expected to become effective no later than 21 May 2018.

Mike Turner, outgoing Chairman of GKN said today:

“The Board of GKN thanks shareholders for their support over the course of the bid, but we now strongly advise those who have not yet tendered their shares into the Melrose offer to do so.”

Enquiries:

Person responsible

The person responsible for arranging the release of this announcement on behalf of the Company is Kerry Watson, Company Secretary (+44 (0)1527 517715).