THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other independent professional
adviser, duly authorised under the Financial Services and Markets Act 2000,
immediately.
If you have sold or transferred all your ordinary shares in GKN plc, please send this
document, together with the enclosed form of proxy, to the purchaser or transferee
or to the stockbroker, bank or other agent through whom the sale was effected for
transmission to the purchaser or transferee.
GKN plc
Annual General Meeting
7 May 2009
To be valid, proxy appointments for the annual general meeting must be received by GKN’s
registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6AW not later
than 2.00 pm on Tuesday 5 May 2009 (see pages 9 and 10 for instructions).
16061GKNPLC.indd 1
16061
19/03/2009
Proof 7
20/03/2009 07:44
GKN plc
PO Box 55
Ipsley House
Ipsley Church Lane
Redditch
Worcestershire, B98 0TL
England
27 March 2009
Dear Shareholder,
2009 Annual General Meeting
I am pleased to enclose the notice convening the annual general meeting of GKN plc, to
be held at 2.00 pm on Thursday 7 May 2009 at the Cavendish Conference Centre,
22 Duchess Mews, London W1G 9DT, which is set out on pages 2 to 4. Accompanying
this document are the annual report and accounts and a form of proxy for use at the
annual general meeting.
Most of the proposed resolutions will be familiar to shareholders. However, following
the issue of new guidance by the Association of British Insurers it is now possible to
take authority, in certain circumstances, to allot new shares of an amount equal to twothirds of the existing issued share capital. The authority sought in resolution 9, together
with the proposed increase in authorised share capital in resolution 11, seeks to take
advantage of this new guidance. We envisage that the authority to allot shares sought in
resolution 9 will become a standard item of business at future AGMs.
Full details of all the proposed resolutions are set out in the explanatory notes provided
in the Appendix to this letter.
Action to be taken by shareholders regarding the AGM
You may register your appointment of a proxy:
by returning the enclosed form of proxy in the post, so as to be received by our
registrar Equiniti not later than 2.00 pm on Tuesday 5 May 2009; or
electronically by visiting www.sharevote.co.uk; or
using the CREST electronic proxy appointment service (for CREST members).
Completion and return of the form of proxy will not prevent you from attending and
voting at the AGM if you so wish.
Recommendation
Your Directors consider that the passing of the resolutions to be proposed at the annual
general meeting is in the best interests of the Company and of shareholders as a whole
and unanimously recommend that shareholders vote in favour of the resolutions as
they intend to do in respect of their own beneficial shareholdings.
Yours faithfully,
Roy Brown
Chairman
GKN plc is registered in England No. 4191106
Registered office: PO Box 55, Ipsley House, Ipsley Church Lane,
Redditch, Worcestershire B98 0TL, England
1
16061GKNPLC.indd 2
16061
19/03/2009
Proof 7
20/03/2009 07:44
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of
GKN plc will be held at the Cavendish Conference Centre,
22 Duchess Mews, London W1G 9DT on Thursday, 7 May 2009 at
2.00 pm for the purpose of considering and, if thought fit, passing
the following resolutions:
ORDINARY BUSINESS
1
That the report of the Directors and the audited financial
statements for the year ended 31 December 2008 be received.
2
That Mr R D Brown be re-elected as a Director.
3
That Sir Kevin Smith be re-elected as a Director.
4
That Mr W C Seeger, Jr be re-elected as a Director.
5
That Mr H C-J Mamsch be re-elected as a Director.
6
That Sir Christopher Meyer be re-elected as a Director.
7
That PricewaterhouseCoopers LLP be reappointed auditors of
the Company to hold office until the conclusion of the next
annual general meeting.
8
That the Directors be authorised to determine the remuneration
of the Company’s auditors in respect of their appointment for
the period ending at the conclusion of the next annual general
meeting.
9
That, in substitution for all existing authorities and without
prejudice to previous allotments or offers or agreements
to allot made pursuant to such authorities, the Directors be
generally and unconditionally authorised to exercise all the
powers of the Company to allot:
(A) relevant securities (as defined in the Companies Act 1985)
up to an aggregate nominal amount of £117,586,615; and
(B) relevant securities comprising equity securities (as defined
in the Companies Act 1985) up to an aggregate nominal
amount of £235,173,230 (such amount to be reduced
by the aggregate nominal amount of relevant securities
issued under paragraph (A) of this resolution 9) in
connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or, subject to such rights, as
the Directors otherwise consider necessary,
and so that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the laws of,
any territory or any other matter,
such authorities to apply until the end of the Company’s next
annual general meeting after this resolution is passed (or, if
earlier, until 1 July 2010) but, in each case, so that the
Company may make offers and enter into agreements before
the authority expires which would, or might, require relevant
securities to be allotted after the authority expires and the
Directors may allot relevant securities under any such offer or
agreement as if the authority had not expired.
2
16061GKNPLC.indd 3
16061
19/03/2009
Proof 7
20/03/2009 07:44
Special Resolution
10 That, in substitution for all existing powers and without
prejudice to previous allotments or offers or agreements to
allot made pursuant to such authorities, and subject to the
passing of resolution 9, the Directors be generally empowered
to allot equity securities (as defined in the Companies Act 1985)
for cash pursuant to the authority granted by resolution 9 and/
or where the allotment constitutes an allotment of equity
securities by virtue of section 94(3A) of the Companies Act
1985, in each case free of the restriction in section 89(1) of the
Companies Act 1985, such power to be limited to:
(A) the allotment of equity securities in connection with an
offer of equity securities (but in the case of an allotment
pursuant to the authority granted by paragraph (B) of
resolution 9, such power shall be limited to the allotment of
equity securities in connection with an offer by way of a
rights issue only):
(i) to ordinary shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the
rights of those securities or, subject to such rights, as
the Directors otherwise consider necessary,
and so that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the laws of,
any territory or any other matter; and
(B) the allotment of equity securities pursuant to the authority
granted by paragraph (A) of resolution 9 and/or an
allotment which constitutes an allotment of equity
securities by virtue of section 94(3A) of the Companies Act
1985 (in each case otherwise than in the circumstances set
out in paragraph (A) of this resolution 10) up to a nominal
amount of £18,597,598,
such power to apply until the end of the Company’s next
annual general meeting after this resolution is passed (or, if
earlier, until 1 July 2010) but so that the Company may make
offers and enter into agreements before the power expires
which would, or might, require equity securities to be allotted
after the power expires and the Directors may allot equity
securities under any such offer or agreement as if the power
had not expired.
SPECIAL BUSINESS
11 That the authorised share capital of the Company be increased
from £450,000,000 to £608,000,000 by the creation of
316,000,000 ordinary shares of 50 pence each.
12 That the Directors’ remuneration report set out on pages
61 to 71 of the report and accounts for the year ended
31 December 2008 be approved.
Special Resolution
13 That, subject to and in accordance with the provisions of
Article 6(B) of the Company’s articles of association and the
Companies Act 1985, the Company be generally and
unconditionally authorised to make market purchases (within
the meaning of section 163(3) of the Companies Act 1985) of
ordinary shares of 50p each in the capital of the Company
(“GKN Shares”) provided that:
3
16061GKNPLC.indd 4
16061
19/03/2009
Proof 7
20/03/2009 07:44
(i) the maximum aggregate number of GKN Shares hereby
authorised to be purchased is 70,551,969;
(ii) the maximum price which may be paid for a GKN Share
purchased pursuant to this authority is an amount equal
to 105% of the average of the middle market quotations of
a GKN Share as derived from the London Stock Exchange
Daily Official List for the five business days immediately
preceding the day on which that share is purchased and
the minimum price which may be paid is 50p per GKN
Share (in each case exclusive of expenses payable by the
Company); and
(iii) the authority hereby conferred shall (unless renewed prior
to such date) expire at the conclusion of the next annual
general meeting of the Company or on 1 July 2010,
whichever is the earlier, provided that the Company may
make a purchase of any GKN Shares after the expiry of this
authority if the contract for purchase was entered into
before such expiry.
14 That the Company and any company which is or becomes
a subsidiary of the Company at any time during the period to
which this resolution relates, be authorised for the purposes of
section 366 of the Companies Act 2006 to:
(i) make political donations to political parties or independent
election candidates, not exceeding £200,000 in aggregate;
(ii) make political donations to political organisations other
than political parties, not exceeding £200,000 in aggregate;
and
(iii) incur political expenditure not exceeding £200,000 in
aggregate,
in the period beginning on the date of the passing of this
resolution and expiring at the conclusion of the next annual
general meeting of the Company or on 1 July 2010, whichever
is the earlier, provided that the combined aggregate amount
of donations made and political expenditure incurred pursuant
to this authority shall not exceed £200,000 and that the
maximum amounts referred to in (i), (ii) and (iii) may comprise
sums in different currencies which shall be converted at such
rate as the Board may in its absolute discretion determine to
be appropriate. For the purposes of this resolution, “political
donations”, “political parties”, “independent election
candidates”, “political organisations” and “political
expenditure” have the meanings ascribed to them in sections
363 to 365 of the Companies Act 2006.
Special Resolution
15 That a general meeting other than an annual general meeting
may be called on not less than 14 days’ notice in accordance
with the Company’s articles of association.
By order of the Board
G Denham
Secretary
27 March 2009
GKN plc is registered in England No. 4191106
Registered office: PO Box 55, Ipsley House, Ipsley Church Lane,
Redditch, Worcestershire B98 0TL, England
4
16061GKNPLC.indd 5
16061
19/03/2009
Proof 7
20/03/2009 07:44
APPENDIX
Explanatory notes
Annual report and accounts (Resolution 1)
Shareholders will have received with this circular the report and accounts for the year ended
31 December 2008. Copies will also be available at the annual general meeting and can be
viewed on GKN’s website (www.gkn.com).
Re-election of Directors (Resolutions 2 to 6)
In accordance with the Combined Code on Corporate Governance, Roy Brown is subject
to annual re-election, having served on the Board for more than nine years. Following
the performance evaluation which was undertaken in 2008, Sir Peter Williams, the Senior
Independent Director, confirmed that the performance of the Chairman continues to be effective,
and that the Chairman continues to demonstrate commitment to his role. Acknowledging his
other current commitments, the Board is satisfied that he continues to have sufficient time to
devote to the role of Chairman of GKN. Roy Brown has extensive knowledge of the Company, its
markets and its people, having been a non-executive Director for 13 years.
Under the requirements of the Company’s articles of association and in accordance with the
Combined Code, Sir Kevin Smith, William C Seeger, Helmut Mamsch and Sir Christopher Meyer
retire and offer themselves for re-election. Biographical details of all Directors standing for reelection are set out in the annual report and accounts on pages 50 and 51.
In respect of the non-executive Directors, Helmut Mamsch was appointed in 2003. He is a nonexecutive Chairman of Electrocomponents plc and non-executive Director of Sappi Ltd (South
Africa). He is a former non-executive Deputy Chairman of LogicaCMG plc, former Member
of the Supervisory Boards of K+S Aktiengesellschaft and Cemex Deutschland AG and former
Management Board member of VEBA AG (now E.ON AG). He has considerable experience
of important European markets and also brings to the Board valuable experience as a nonexecutive Director of other UK and overseas listed companies.
Sir Christopher Meyer was appointed to the Board in 2003. He will shortly complete a six year
term as Chairman of the Press Complaints Commission. He is a non-executive Director of
Arbuthnot Banking Group plc and a former non-executive Director of The Sanctuary Group plc
and GlobeTel Communications Corporation. He is a former British Ambassador to the United
States and Germany and also served in the British Diplomatic Service in Russia, Spain and the
UK Representative’s office to the European Community, Brussels. Sir Christopher Meyer’s wideranging experience in the British Diplomatic Service provides significant expertise to the Board.
The Chairman has confirmed that, following the performance evaluations undertaken in 2008,
the performance of Helmut Mamsch and Sir Christopher Meyer continues to be effective, and
that they continue to demonstrate commitment to their respective roles.
Auditors (Resolutions 7 & 8)
At the annual general meeting in May 2008 shareholders reappointed PricewaterhouseCoopers
LLP as auditors of the Company to hold office until the end of the 2009 annual general meeting.
Resolutions are proposed to reappoint PricewaterhouseCoopers LLP as auditors and to authorise
the Directors to determine their remuneration for the ensuing year.
Authority to allot shares (Resolution 9)
The authority conferred on the Directors of the Company at the last annual general meeting to
allot the authorised but unissued share capital of the Company expires at the conclusion of the
forthcoming annual general meeting. The Board recommends that this authority be renewed
and paragraph (A) of resolution 9 will, if passed, authorise the Directors to allot the Company’s
unissued shares up to a maximum nominal amount of £117,586,615, which represents
an amount which is equal to one-third of the aggregate nominal value of the issued and
unconditionally allotted ordinary share capital of the Company (excluding treasury shares)
as at 17 March 2009, being the latest practicable date prior to printing this circular. As at
17 March 2009, the Company held 38,384,253 shares in treasury which represent 5.4% of
the total ordinary share capital (excluding treasury shares) in issue as at that date.
5
16061GKNPLC.indd 6
16061
19/03/2009
Proof 7
20/03/2009 07:44
In December 2008 the Association of British Insurers issued new guidance on the approval of
authorities to allot shares, in which it stated that, in addition to requests for authorisation to allot
new shares in an amount up to one-third of the existing issued share capital of a company, it
would regard as routine requests to authorise the allotment of a further one-third in connection
with a rights issue. In light of this, paragraph (B) of resolution 9 proposes that a further authority
be conferred on the Directors to allot unissued shares in connection with a rights issue up to
a maximum aggregate nominal amount of £235,173,230 (such amount to be reduced by the
nominal amount of any relevant securities issued under the authority conferred by paragraph
(A) of resolution 9). This represents an amount which is equal to two-thirds of the aggregate
nominal value of the issued and unconditionally allotted ordinary share capital of the Company
(excluding treasury shares) as at 17 March 2009.
In the event that this further authority is exercised, the Directors intend to follow emerging best
practice as regards its use (including as to the requirement for Directors to stand for re-election)
as issued by the Association of British Insurers.
The authorities sought in paragraphs (A) and (B) of resolution 9 are in substitution for all existing
authorities granted in the Company’s articles of association or otherwise, and are without
prejudice to previous allotments or agreements or offers to allot made under such existing
authorities. The authorities will each expire at the earlier of the conclusion of the next annual
general meeting of the Company and 1 July 2010. The Directors have no present intention of
exercising these authorities other than for the allotment of shares in respect of options and
awards under the Company’s share incentive schemes approved previously by shareholders but
believe that it is in the best interests of the Company to have the authorities available so that the
Directors have the flexibility to issue securities without the need for a general meeting should
they determine that it is appropriate to do so.
Disapplication of pre-emption rights (Special Resolution 10)
Resolution 10 seeks to renew the authority conferred on the Directors at the last annual general
meeting to issue equity securities of the Company for cash without application of the preemption rights as provided by section 89 of the Companies Act 1985 (the “1985 Act”). The
authorities being sought provide for non pre-emptive allotments of equity securities
(i) to ordinary shareholders in proportion to their existing shareholdings, (ii) to holders of other
equity securities as required by, or subject to (as the Directors consider necessary), the rights of
those securities, and to deal with treasury shares, fractional entitlements and legal and practical
problems in any territory, for example on a rights issue or other similar share issue and
(iii) for cash up to an aggregate nominal value of £18,597,598 which represents 5% of the
issued ordinary share capital of the Company (including shares held in treasury) as at
17 March 2009. The authorities being sought are in substitution for all existing authorities
granted in the Company’s articles of association or otherwise and are without prejudice to
previous allotments or agreements or offers to allot made under such existing authorities and
will expire at the earlier of the conclusion of the next annual general meeting of the Company
and 1 July 2010.
The authority sought and the limits set by this resolution will also disapply the application of
section 89 of the 1985 Act from a sale of treasury shares to the extent also specified in this
resolution.
The Directors do not intend to issue on a non pre-emptive basis more than 7.5% of the issued
ordinary share capital of the Company in any rolling three year period without prior consultation
with shareholders.
Increase in authorised share capital (Resolution 11)
Resolution 11, which will be proposed as an ordinary resolution, seeks to increase the authorised
share capital of the Company from £450,000,000 to £608,000,000 by the creation of 316,000,000
ordinary shares of 50 pence each, which represents a 35.1% increase in the authorised share
capital of the Company. This resolution is being proposed so that the authorities sought in
resolutions 9 and 10 could be exercised in full if appropriate in the future.
Approval of the Directors’ remuneration report (Resolution 12)
Under section 241A of the 1985 Act, listed companies are required to put before shareholders in
general meeting a resolution to approve the Directors’ remuneration report. The report for 2008
is set out on pages 61 to 71 of the report and accounts.
6
16061GKNPLC.indd 7
16061
19/03/2009
Proof 7
20/03/2009 07:44
Authority to purchase shares (Special Resolution 13)
Resolution 13 seeks to renew authority for the Company, in accordance with its articles of
association and within institutional shareholder guidelines, to make market purchases of up to
approximately 70.6 million of its own ordinary shares (being 10% of the issued share capital
of the Company as at 31 December 2008 excluding shares held in treasury) within the period
ending at the earlier of the conclusion of the next annual general meeting and 1 July 2010. The
resolution specifies the maximum and minimum prices which may be paid for the shares.
The proposed authority would renew on similar terms the existing authority approved by
shareholders at last year’s annual general meeting. As at 17 March 2009, approximately 38.4
million shares were held in treasury by the Company, having been purchased for a total cost
of approximately £100 million during a share buyback programme completed in 2006. In
accordance with the 1985 Act, these shares may be sold by the Company for cash (such sales
would be subject to the rights of pre-emption conferred by the 1985 Act except to the extent
those pre-emption rights are disapplied by the Company’s articles of association or a special
resolution), transferred for the purposes of, or pursuant to the terms of, an employee share
scheme, or cancelled at some point in the future. The maximum amount of shares which may
be held in treasury is shares having an aggregate nominal value of 10% of the aggregate issued
nominal value of the relevant class of share.
The Directors have no present intention for the Company to exercise the authority to purchase
its own shares. They would do so only after taking account of the overall financial position of the
Company and in circumstances where so doing would be regarded by the Board as being in the
best interests of shareholders and result in an increase in earnings per share. It is the Directors’
intention that, should any shares be purchased under this authority, they would be held in
treasury to the extent permitted by law. In circumstances in which treasury shares are used
in connection with employee share schemes, such use would be within the limits on dilution
contained in institutional shareholder guidelines.
At 17 March 2009, approximately 7.4 million options granted under the Executive and SAYE
share option schemes were outstanding, representing 1.0% of the issued share capital of the
Company at that date (excluding shares held in treasury). If the authority granted at last year’s
annual general meeting and the authority proposed to be granted under resolution 13 were
both exercised in full, such options outstanding at 17 March 2009 would, assuming no further
ordinary shares are issued after that date, represent 1.3% of the issued share capital of the
Company at that date (excluding shares held in treasury).
Political donations (Resolution 14)
It is not the policy of the Company to make donations to political parties, or to make other
political donations within the normal meaning of that expression, and the Directors have no
intention of changing that policy. However, as a result of the wide definitions in the Companies
Act 2006 (the “2006 Act”), normal expenditure (such as expenditure on organisations concerned
with matters of public policy, law reform and representation of the business community) and
business activities (such as communicating with government and political parties at local,
national and European level) might be construed as political expenditure or as a donation to a
political party or other political organisation and fall within the restrictions of the 2006 Act.
Resolution 14 does not purport to authorise any particular donation or expenditure but is
expressed in general terms as required by the 2006 Act and is intended to authorise normal
donations and expenditure while avoiding inadvertent infringement of the 2006 Act. If passed,
resolution 14 would allow the Company and its subsidiaries to make donations to political
parties, other political organisations and independent election candidates and to incur political
expenditure (as defined in the 2006 Act) up to an aggregate limit of £200,000 in the period
beginning on the date of passing resolution 14 and expiring at the conclusion of the next annual
general meeting of the Company or on 1 July 2010, whichever is the earlier. The authority will
not be used to make political donations within the normal meaning of that expression.
7
16061GKNPLC.indd 8
16061
19/03/2009
Proof 7
20/03/2009 07:44
Notice of general meetings (Special Resolution 15)
The Company’s articles of association enable it to convene general meetings (other than annual
general meetings) on 14 days’ notice (exclusive of the day on which the notice is served or
deemed to be served and of the day for which notice is given). The EU Shareholder Rights
Directive, which must be implemented into UK law by 3 August 2009, requires listed companies
to give 21 days’ notice of general meetings. However, a company can retain the normal 14 day
notice period provided its shareholders have approved a resolution in advance allowing 14 days’
notice of general meetings.
Resolution 15 will enable the Company to retain the current 14 day notice period after the
implementation of the EU Shareholder Rights Directive in the UK, subject to it also meeting
the requirements for voting by ‘electronic means’ under the Directive (the definition of which is
being consulted upon by the UK government).
It will be necessary for a similar resolution to be put to shareholders at each subsequent AGM.
8
16061GKNPLC.indd 9
16061
19/03/2009
Proof 7
20/03/2009 07:44
NOTES
1
Entitlement to attend and vote
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be entitled to
attend and vote at the annual general meeting (and for the purpose of determining the number of votes
they may cast), shareholders must be entered on the Company’s register of members at 6.00 pm on
Tuesday 5 May 2009.
If the annual general meeting is adjourned, entitlement to attend and vote will be determined by
reference to the Company’s register of members at 6.00 pm two days before the day of the adjourned
meeting.
2
Appointment of proxies — notes on completion and submission of proxy form
Shareholders entitled to attend and vote at the annual general meeting, including any adjournment(s)
thereof, may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on
their behalf at the meeting. A proxy need not be a shareholder. More than one proxy may be appointed
by a shareholder, provided that each proxy is appointed to exercise rights attached to different shares. If
you wish to appoint a proxy other than the Chairman of the annual general meeting, you should delete
the words “Chairman of the Meeting” on the proxy form and PRINT the name of your proxy in the space
provided.
You should indicate, by placing an ‘X’ in the appropriate box on the proxy form in black ink, how you
wish your votes to be cast on the resolutions to be proposed at the annual general meeting. If you sign
the proxy form and return it without any specific directions your proxy will vote or abstain at his or her
discretion. Please note that the “Vote Withheld” option on the proxy form is provided to enable you
to abstain on any particular resolution; it is not a vote in law and will not be counted as a vote For or
Against a resolution.
To be valid, the proxy form (or electronic appointment of a proxy, see below) must be received by
Equiniti not less than 48 hours before the time of the meeting, i.e. not later than 2.00 pm on Tuesday
5 May 2009. While the proxy form is printed as a detachable pre-paid reply card, if shareholders prefer
they can return the proxy form in an envelope to Equiniti, FREEPOST SEA 7146, Aspect House, Spencer
Road, Lancing BN99 6AW (no stamp is required if posted in the United Kingdom, Channel Islands or Isle
of Man). The appointment of a proxy will not prevent a shareholder from attending and voting in person
at the annual general meeting.
In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person
or by proxy, in respect of the holding will be accepted to the exclusion of the votes of the other joint
holders. For this purpose seniority is determined by the order in which the names appear in the
Company’s register of members in respect of the joint holding. In the case of a corporation the proxy
form must be executed under its common seal or under the hand of a duly authorised officer or
attorney. In the case of an individual, the proxy form must be signed by the appointing shareholder. Any
alterations made to the proxy form should be initialled.
Corporate representatives
In order to facilitate voting by corporate representatives at the meeting, arrangements will be put
in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the
meeting as its corporate representative to vote on a poll in accordance with the directions of all of the
other corporate representatives for that shareholder at the meeting, then on a poll those corporate
representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a
vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate
representative for the same corporate shareholder attends the meeting but the corporate shareholder
has not appointed the Chairman of the meeting as its corporate representative, a designated corporate
representative will be nominated, from those corporate representatives who attend, who will vote on
a poll and the other corporate representatives will give voting directions to that designated corporate
representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered
Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further
details of this procedure. The guidance includes a sample form of appointment letter if the Chairman is
being appointed as described in (i) above.
3
Appointment of proxies electronically
Shareholders who would prefer to register the appointment of their proxy electronically via the
internet can do so through Equiniti’s website at www.sharevote.co.uk using their personal
Authentication Reference Number (this is the series of numbers printed under the shareholder’s name
on the proxy form). Alternatively, shareholders who have already registered with Equiniti’s online
portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at
www.shareview.co.uk and clicking on ‘Company Meetings’. Full details and instructions on these
electronic proxy facilities are given on the websites. Please note that any electronic communication
found to contain a computer virus will not be accepted.
9
16061GKNPLC.indd 10
16061
19/03/2009
Proof 7
20/03/2009 07:44
4
Appointment of proxies through CREST
CREST members who wish to appoint a proxy or proxies for the annual general meeting, including any
adjournment(s) thereof, through the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance
with Euroclear UK & Ireland’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message, regardless of whether it relates to the
appointment of a proxy or to an amendment to the instruction given for a previously appointed proxy,
must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time
for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken
to be the time (as determined by the timestamp applied to the message by the CREST Applications
Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers
should note that Euroclear UK & Ireland does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or
voting service providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
5
Nominated Persons
Any person to whom this notice is sent who is not a shareholder but is a person nominated by a
shareholder under section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated
Person’) may, under an agreement between him/her and the shareholder by whom he/she was
nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the annual
general meeting. If a Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder
as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in Notes 2 to 4
above does not apply to Nominated Persons. The rights described in these paragraphs can only be
exercised by shareholders of the Company.
6
American Depositary Receipts
Holders of ADRs should complete ADR proxy cards in relation to the voting rights attached to the
ordinary shares represented by their ADRs. Such cards should be returned to the US Depositary as
indicated thereon as soon as possible and in any event by 5.00 pm (Eastern Standard Time) on Thursday
30 April 2009.
7
Voting rights
As at 17 March 2009, being the last practicable date prior to the printing of this circular, the Company’s
issued share capital consisted of 743,903,944 ordinary shares, with each ordinary share carrying one
vote. As GKN plc holds 38,384,253 ordinary shares in treasury, in respect of which it cannot exercise any
votes, the total number of voting rights in GKN plc as at 17 March 2009 is 705,519,691.
10
16061GKNPLC.indd 11
16061
19/03/2009
Proof 7
20/03/2009 07:44
16061GKNPLC.indd 12
16061
19/03/2009
Proof 7
20/03/2009 07:44