GKN plc Result of AGM GKN plc announces that all resolutions were passed on a poll at its Annual General Meeting held earlier today. The total number of votes received for each resolution is set out in the voting schedule below. Each shareholder present in person or by proxy was entitled to one vote per share held. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution. The percentages shown below are rounded to 2 decimal places. Resolutions 17, 18 and 19 were passed as special resolutions; all other resolutions were passed as ordinary resolutions. As at 3 May 2016, being the voting record date, GKN had 1,714,099,109 ordinary shares of 10p each in issue, excluding 12,004,521 shares held in Treasury. For** Against Total votes cast Votes withheld RESOLUTION No. of votes % No. of votes 1 1,229,099,904 99.93 818,165 2 1,230,084,589 100.00 3 1,165,736,612 4 % No. of shares No. of votes %*** 0.07 1,229,918,069 71.75% 1,018,619 25,786 0.00 1,230,110,375 71.76% 826,313 95.09 60,233,879 4.91 1,225,970,491 71.52% 4,966,197 1,152,893,872 93.73 77,152,577 6.27 1,230,046,449 71.76% 890,239 5 1,221,834,257 99.33 8,205,217 0.67 1,230,039,474 71.76% 897,214 6 1,220,403,167 99.22 9,615,419 0.78 1,230,018,586 71.76% 918,102 7 1,220,384,166 99.22 9,631,403 0.78 1,230,015,569 71.76% 921,119 8 1,224,567,414 99.56 5,465,996 0.44 1,230,033,410 71.76% 903,278 9 1,224,577,942 99.56 5,458,020 0.44 1,230,035,962 71.76% 900,726 10 1,221,645,022 99.33 8,217,388 0.67 1,229,862,410 71.75% 1,074,278 11 1,224,089,168 99.52 5,961,755 0.48 1,230,050,923 71.76% 885,765 12 1,229,262,085 99.94 789,942 0.06 1,230,052,027 71.76% 884,661 13 1,229,301,977 99.94 731,202 0.06 1,230,033,179 71.76% 903,509 14 1,194,389,719 97.40 31,943,921 2.60 1,226,333,640 71.54% 4,603,048 15 1,214,675,211 99.37 7,656,913 0.63 1,222,332,124 71.31% 8,604,634 16 1,179,273,842 95.88 50,731,680 4.12 1,230,005,522 71.76% 931,166 17* 1,079,380,837 93.31 77,428,190 6.69 1,156,809,027 67.49% 74,127,661 18* 1,215,190,810 98.80 14,809,089 1.20 1,229,999,899 71.76% 936,789 19* 1,162,632,859 95.10 59,943,330 4.90 1,222,576,189 71.32% 8,360,499 *Special Resolution ** Includes Discretionary *** % of issued share capital Jos Sclater Company Secretary 5 May 2016