GKN plc (the "Company")

Legal Entity Identifier: 213800QNZ22GS95OSW84

 Classification of Information: 2.3 Major shareholding notifications

The following notification was received by the Company on 16 April 2018.

Katie Lewis

Assistant Secretary

16 April 2018

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: GKN plc
1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights X
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name The Goldman Sachs Group, Inc.
City and country of registered office (if applicable) Corporation Trust Center, 1209 Orange Street,
Wilmington DE 19801, USA
4. Full name of shareholder(s) (if different from 3.)v
Name Goldman Sachs International
City and country of registered office (if applicable) Peterborough Court, 133 Fleet Street, London
EC4A 2BB, UK
5. Date on which the threshold was crossed or reachedvi: 12/04/2018
6. Date on which issuer notified (DD/MM/YYYY): 16/04/2018
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)		 Total of both in % (8.A + 8.B) Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached 4.09% 3.54% 7.64% 1,718,920,839
Position of previous notification (if
applicable)		 3.91% 3.57% 7.47%

   

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
Class/type of
shares
ISIN code (if possible)		Number of voting rightsix% of voting rights
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)		Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB003064650870,140,0634.08%
US3617556069213,8030.01%
SUBTOTAL 8. A 70,353,866 4.09%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrumentExpiration
datex		Exercise/
Conversion Periodxi		Number of voting rights that may be acquired if the instrument is
exercised/converted.		% of voting rights
Securities Lending Open97,863 0.01%
SUBTOTAL 8. B 1 97,863 0.01%
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrumentExpiration
datex		Exercise/
Conversion Period xi		Physical or cash
settlementxii		Number of voting rights% of voting rights
Refer to the annexure
SUBTOTAL 8.B.2 60,810,177 3.54%

   

9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)		 X
Namexv% of voting rights if it equals or is higher than the notifiable threshold% of voting rights through financial instruments if it equals or is higher than the notifiable thresholdTotal of both if it equals or is higher than the notifiable threshold
The Goldman Sachs Group, Inc.
Goldman Sachs (UK) L.L.C.
Goldman Sachs Group UK Limited
Goldman Sachs
International		 4.04% 3.54% 7.58%
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
The Goldman Sachs Group, Inc.
GSAM Holdings LLC
GS Investment Strategies, LLC
Goldman Sachs
Investment Partners GP, LLC
Global Long Short Partners Master LP
The Goldman Sachs Group, Inc.
GSAM Holdings LLC
Goldman Sachs Asset Management, L.P.
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional informationxvi
Please note, the total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

General email contact:
RegOpsEMEA-RnM@gs.com

   

Place of completion London
Date of completion 16/04/2018

   

Annexure
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrumentExpiration datexExercise/Conversion periodxiPhysical or cash settlementxiiNumber of voting rights% of voting rights
Swap 17-Dec-2019Cash 22,897,946 1.33%
Swap 03-Sep-2019Cash 14,973,080 0.87%
Swap 26-Apr-2018Cash 14,300,000 0.83%
Swap 03-Sep-2019Cash 7,073,112 0.41%
CFD 13-Apr-2023Cash 967,729 0.06%
CFD 07-Apr-2028Cash  259,931 0.02%
CFD 19-Jan-2028Cash 138,196 0.01%
Swap 30-Jul-2019Cash 78,853 0.005%
CFD 19-Jan-2028Cash 77,846 0.005%
CFD 27-Feb-2023Cash 22,459 0.001%
CFD 27-Feb-2023Cash 8,981 0.001%
CFD 27-Feb-2023Cash 6,188 0.0004%
CFD 06-May-2027Cash 5,856 0.0003%
Total Number of voting rights and percentage of voting rights 60,810,177 3.54%
Additional information: Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.