GENERAL MEETING - VOTING DISCLOSURE The following levels of proxy appointment and voting instructions were received prior to the General Meeting: FOR RESOLUTION 1 In relation to the rights issue to: AGAINST VOTE WITHHELD No. of Votes % of votes cast No. of Votes % of votes cast No. of Shares 471,485,850 99.50% 2,346,152 0.50% 1,112,251 (a) sub-divide each of the issued ordinary shares (b) sub-divide each of the authorised but unissued ordinary shares (c ) authorise the Directors to allot shares in the Company (d) authorise the disapplication of pre-emption rights (e) approve the terms of the rights issue (f) approve the amendments to the articles of association* 2 To authorise the Directors to allot shares in the Company 468,963,026 98.84% 5,482,336 1.16% 498,890 3 To authorise the disapplication of pre-emption rights* 473,730,311 99.78% 1,033,837 0.22% 180,105 4 To authorise the Company to purchase its own shares* 474,465,650 99.92% 384,125 0.08% 94,478 * Special Resolution Notes The proxy votes are derived from proxy forms received by 9.00 a.m. on 4 July 2009. 1. Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total. 2. 3. The completion of a proxy form is not necessarily a precise indicator of the way that the shareholder would have voted on a poll, but it reflects their intention at the time the instruction was given. Voting instructions can be changed at any time prior to a poll being demanded. A shareholder having lodged a proxy form is still entitled to attend the meeting and vote their shares as they see fit. 4. The number of votes withheld is determined from instructions received from shareholders on the proxy form. It should also be noted that a vote withheld is not a vote in law and is not counted in the votes 'FOR' or 'AGAINST' a resolution. 5. As at 4 July 2009 GKN had 743,903,944 50p ordinary shares in issue. 6. All resolutions were passed on a show of hands at the General Meeting.