THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Transcription

1 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 professional adviser immediately. If you have sold or transferred all of your shares in GKN plc, please pass this document, together with the accompanying form of proxy, to the purchaser or transferee or to the person who arranged the sale or transfer so that they can pass these documents to the person who now holds the shares. GKN PLC ANNUAL GENERAL MEETING 3 MAY 2018 To be valid, proxy appointments for the annual general meeting must be received by GKN s registrar, Equiniti, not later than 2.00 pm on Tuesday 1 May 2018 (see pages 7 and 8 for instructions).

2 Annual General Meeting GKN plc PO Box 55 Ipsley House Ipsley Church Lane Redditch Worcestershire B98 0TL England 28 March 2018 Dear Shareholder, 2018 annual general meeting I am pleased to enclose the notice convening the annual general meeting of GKN plc ( Company ), to be held at 2.00 pm on Thursday 3 May The meeting will be held at 195 Piccadilly, London W1J 9LN. Accompanying this circular are the 2017 annual report and accounts and a form of proxy. The formal notice of meeting is set out on pages 3 and 4. All of the business at the meeting will be familiar to shareholders; full details of the resolutions to be proposed at the meeting are set out in the notes to this circular. We are also including a proposal to adopt new articles of association to bring some aspects up-to-date with current market practice and provide greater flexibility. Further details are set out in the notes. Method of voting and action to be taken by shareholders All resolutions put to shareholders will be decided by way of a poll. This will ensure that the votes of all shareholders, including the majority of our shareholders who cannot attend the meeting but who submit a proxy form, are counted. You can use your vote by attending the meeting or by appointing a proxy to attend the meeting and vote on your behalf. This can be done: > by returning the accompanying form of proxy in the post; > electronically by visiting > for shareholders who have registered with Shareview, electronically by visiting or > using the CREST electronic proxy appointment service (for CREST members). In each case the notice of appointment of your proxy should reach our registrar, Equiniti, no later than 2.00 pm on Tuesday 1 May Further details are set out on pages 7 and 8 in the notes to this circular. Appointing a 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 AGM 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, Mike Turner CBE Chairman 2 GKN plc is registered in England No Registered office: PO Box 55, Ipsley House, Ipsley Church Lane, Redditch, Worcestershire B98 0TL, England

3 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2018 AGM of GKN plc will be held at 195 Piccadilly, London W1J 9LN on Thursday 3 May 2018 at 2.00 pm to consider and, if thought fit, pass the following resolutions. Resolutions 16 to 20 will be proposed as special resolutions; all other resolutions will be proposed as ordinary resolutions. Annual report and accounts 1 That the annual report and accounts for the financial year ended 31 December 2017 be received. Dividend declaration 2 That a final dividend of 6.2 pence per ordinary share of 10 pence each be declared in respect of the financial year ended 31 December 2017, payable to all ordinary shareholders on the register of members at the close of business on 6 April Re-election and election of Directors 3 That Mr M J Turner be re-elected as a 4 That Mrs A Stevens be re-elected as a 5 That Mr M J Sclater be elected as a Director 6 That Mr P A Swash be re-elected as a 7 That Mr A G Cockburn be re-elected as a 8 That Mr T Erginbilgic be re-elected as a 9 That Mrs S C R Jemmett-Page be re-elected as a 10 That Prof R Parry-Jones be re-elected as a Auditors 11 That Deloitte LLP be reappointed auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM. 12 That the Audit & Risk Committee 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 AGM. Approval of the remuneration report 13 That the Directors remuneration report (excluding the Directors remuneration policy) in the form set out on pages 73 to 92 of the 2017 annual report be approved. Political donations 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 50,000 in total; and/or (ii) make political donations to political organisations other than political parties, not exceeding 50,000 in total; and/or (iii) incur political expenditure, not exceeding 50,000 in total, during the period beginning on the date of the passing of this resolution and expiring at the conclusion of the next AGM of the Company or on close of business on 30 June 2019, whichever is the earlier, provided that the combined aggregate amount of donations made and political expenditure incurred pursuant to this authority shall not exceed 50,000 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 Directors may in their 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 Authority to allot shares 15 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 in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company: (i) up to an aggregate nominal amount of 57,281,417, and (ii) comprising equity securities (for the purposes of this resolution as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of 57,281,417 in connection with an offer by way of a rights issue, such authorities to apply until the end of the Company s next AGM after this resolution is passed (or, if earlier, until close of business on 30 June 2019) unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this resolution 15 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights. For the purposes of this resolution 15, rights issue means an offer to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due: (A) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (B) 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. Disapplication of pre-emption rights 16 That, in substitution for all existing authorities and subject to the passing of resolution 15, the Directors be generally authorised, pursuant to section 570 of the 3

4 Annual General Meeting Companies Act 2006, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by resolution 15 and/ or pursuant to section 573 of the Companies Act 2006, to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006 such authority to be limited: (i) to the allotment of equity securities and/ or sale of treasury shares for cash in connection with an offer of or invitation to apply for equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of resolution 15, such authority shall be limited to the allotment of equity securities by way of a rights issue only): (A) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (B) 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 (ii) to the allotment of equity securities pursuant to the authority granted by paragraph (i) of resolution 15 and/or a sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (i) of this resolution) up to a nominal amount of 8,592,213 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights, such authority to apply until the end of the Company s next AGM after this resolution is passed (or, if earlier, until close of business on 30 June 2019) unless previously renewed, varied or revoked by the Company in general meeting but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted and/or treasury shares to be sold after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired. For the purposes of this resolution 16, rights issue has the same meaning as in resolution 15 above. Additional disapplication of pre-emption rights 17 That, in substitution for all existing authorities and subject to the passing of resolution 15, the Directors, in addition to any authority granted under resolution 16, be generally authorised, pursuant to section 570 of the Companies Act 2006, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by resolution 15 and/or pursuant to section 573 of the Companies Act 2006, to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be: (i) limited to the allotment of equity securities and/or sale of treasury shares up to a nominal amount of 8,592,213 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights; and (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to apply until the end of the Company s next AGM after this resolution is passed (or, if earlier, until close of business 30 June 2019) unless previously renewed, varied or revoked by the Company in general meeting but so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority conferred hereby had not expired. Authority to purchase shares 18 That, subject to the Company s articles of association and the Companies Act 2006, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each in the capital of the Company (each a GKN Share and together the GKN Shares ) provided that: (i) the maximum aggregate number of GKN Shares hereby authorised to be purchased is 171,844,252 (representing 10 per cent of the issued ordinary share capital); (ii) the maximum price which may be paid for a GKN Share purchased pursuant to this authority shall be the higher of: (A) 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 GKN Share is purchased; and (B) an amount equal to the higher of the price of the last independent trade of a GKN Share and the highest current independent bid for a GKN Share on the trading venue where the purchase is carried out, and the minimum price which may be paid is 10 pence 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 AGM of the Company or on close of business on 30 June 2019, 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. Notice of general meetings 19 That a general meeting other than an AGM may be called on not less than 14 clear days notice in accordance with the Company s articles of association. New articles of association 20 That with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company s existing articles of association. By order of the Board, K Watson Company Secretary 28 March 2018 GKN plc is registered in England No Registered office: PO Box 55, Ipsley House, Ipsley Church Lane, Redditch, Worcestershire B98 0TL, England 4

5 Notes A EXPLANATORY NOTES TO PROPOSED RESOLUTIONS Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 20 are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Annual report and accounts (Resolution 1) The annual report and accounts for the financial year ended 31 December 2017, published on 28 March 2018, will be available at the AGM and can be viewed on GKN s website at Dividend declaration (Resolution 2) Shareholders are being asked to declare a final dividend of 6.2 pence per share payable on 14 May 2018 to members on the register at the close of business on 6 April The dividend reinvestment plan will operate in respect of the 2017 final dividend; further details can be found on GKN s website. Re-election and election of Directors (Resolutions 3 to 10) Following his appointment to the Board in November 2017, and in accordance with the Company s articles of association, Jos Sclater will retire and offer himself for election at the 2018 AGM. All other Directors will retire and offer themselves for re-election in accordance with the UK Corporate Governance Code. Biographical details of all Directors are set out in the 2017 annual report on pages 52 and 53. In respect of the non-executive Directors: > Mike Turner was appointed Chairman in May 2012 having been a non-executive Director since He has extensive experience of the aerospace industry and, having held a number of executive and non-executive directorships in other UK listed companies, brings wide boardroom experience; > Angus Cockburn is Chief Financial Officer of Serco Group plc. He joined Serco from Aggreko plc where he was the Chief Financial Officer for 14 years and latterly the Interim Chief Executive. Prior to this, he held a number of senior roles with Pringle Scotland, a division of Dawson International plc, and PepsiCo Inc. giving him extensive international business experience in addition to his strong financial background; > Tufan Erginbilgic has held a number of senior marketing and operational roles since joining BP plc in 1997 and is currently Chief Executive, Downstream. His early career was spent at Mobil Oil; > Shonaid Jemmett-Page is the former Chief Operating Officer of CDC Group plc, the UK Government s development finance institution. She has held a number of senior finance positions at Unilever and is a former partner of KPMG. In addition to a strong financial background she has wide-ranging boardroom experience and considerable experience of Asia; and > Richard Parry-Jones has held a number of senior roles with the Ford Motor Company, latterly as Group Vice-President Global Product Development and Group Chief Technical Officer, giving him extensive experience of the automotive industry and expertise in engineering technology. Following the performance evaluations undertaken in 2017, the performance of every executive and non-executive Director standing for re-election continues to be effective and they continue to demonstrate commitment to their respective roles. Auditors (Resolutions 11 and 12) The Company has to appoint auditors at each general meeting at which accounts are presented to shareholders. Resolution 11 proposes to reappoint the Company s existing auditors, Deloitte LLP. Deloitte have been the Company s auditors since If passed, resolution 12 will authorise the Audit & Risk Committee, in accordance with standard practice, to determine Deloitte LLP s remuneration for the forthcoming year. Approval of the remuneration report (Resolution 13) Shareholders are asked to approve the Directors remuneration report in the form set out on pages 73 to 92 of the 2017 annual report (excluding the policy section on pages 89 to 92) as required under section 439 of the Companies Act 2006 (the Act ). As in previous years, this vote is advisory in nature and does not affect the remuneration of any individual The Directors remuneration policy (the Remuneration Policy ) was approved by shareholders at the AGM held on 4 May 2017 for a period of three years. As such, the Remuneration Policy is not required to be approved at this year s AGM. Unless there is a proposal to change the Remuneration Policy in the three-year period, the Remuneration Policy will next be put to shareholders for approval in A summary of the policy can be found on pages 89 to 92 of the 2017 annual report and can be viewed on the Company s website at Political donations (Resolution 14) It is the Company s policy not to make donations to political parties or to incur political expenditure and the Directors have no intention of changing this policy or using the authority granted under this resolution. However, the definitions of political donations, political parties, independent election candidates, political organisations and political expenditure are very wide under the Act and it is possible that normal operating activities undertaken by the Company and its subsidiaries might unintentionally fall within the definition of matters that constitute political donations and expenditure under the Act. To avoid inadvertent breaches of the Act, this resolution will, if passed, renew the authority for the Company and its subsidiaries to make political donations or incur political expenditure up to an aggregate limit of 50,000. This authority will not be used to make political donations or to incur political expenditure within the normal meaning of that expression. Authority to allot shares (Resolution 15) If passed, this resolution will renew the Directors authority to allot shares. Paragraph (i) will authorise the Directors to allot shares equivalent to approximately one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 12 March 2018, being the latest practicable date prior to printing this circular. In addition to the above authority, and in line with guidance issued by the Investment Association, paragraph (ii) will authorise the Directors to allot a further one third of the issued share capital of the Company but only in respect of a rights issue in favour of existing shareholders. This amount, together with the amount referred to in paragraph (i), represents approximately two thirds of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 12 March 2018, being the latest practicable date prior to printing this circular. As at 12 March 2018, the Company held 7,661,110 ordinary shares in treasury representing approximately 0.45 % of the ordinary share capital (excluding treasury shares) in issue as at that date. 5

6 Notes Other than to satisfy requirements under the Company s share schemes the Directors have no present intention to use these authorities but believe that it is in the best interests of the Company to have the authorities in place to provide the flexibility to allot shares without the need for a general meeting should they determine that it is appropriate to do so. If they do exercise the authority, the Directors intend to follow the recommendations of institutional shareholder guidelines concerning its use. Disapplication of pre-emption rights (s 16 and 17) If the Directors wish to allot shares or sell treasury shares of the Company for cash (other than in connection with share schemes), the Act requires that these shares are first offered to existing shareholders in proportion to their existing shareholdings. Resolution 16, if passed, authorises Directors to allot new shares, pursuant to the authority given by resolution 15, or to sell treasury shares for cash: a) up to a nominal amount of 114,562,834, representing approximately two thirds of the Company s issued ordinary share capital, to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the directors may only allot shares up to a nominal amount of 57,281,417, (representing approximately one third of the Company s issued ordinary share capital) (in each case, subject to any limits, restrictions or arrangements, such as for fractional entitlements and overseas shareholders, as the directors consider necessary or appropriate); and/or b) otherwise up to a nominal value of 8,592,213, equivalent to approximately 5% of the total issued ordinary share capital of the Company as at 12 March 2018, being the latest practicable date prior to printing this circular, in each case without the shares first being offered to shareholders in proportion to their existing holdings. If passed, resolution 17 will provide the Directors with an additional authority to allot ordinary shares in the Company or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority is also limited to 8,592,213 which represents approximately 5% of the issued ordinary share capital in the Company (excluding treasury shares) as at 12 March 2018, and can only be used in connection with an acquisition or specified capital investment as described in the Pre-Emption Group s Statement of Principles (the Principles ). Should the authority under resolution 17 be used, the Company will make the disclosures in the announcement regarding the issue and in the subsequent annual report as required by the Principles. The Directors have no present intention to use these authorities but believe that it is in the best interests of the Company to have the authorities in place to provide the flexibility to allot shares without the need for a general meeting should they determine that it is appropriate to do so. In line with the Principles, the Company confirms that it does not intend to issue more than 7.5% of the Company s issued ordinary share capital on a non-pre-emptive basis over a three-year rolling period without prior consultation with its shareholders, otherwise than in connection with an acquisition or specified capital investment in the circumstances described above. Resolutions 16 and 17 comply with the Investment Association s share capital management guidelines and follow the resolution templates issued by the Pre-Emption Group in May Authority to purchase shares (Special Resolution 18) If passed, this resolution will renew the authority for the Company to purchase up to 10% of the issued share capital of the Company (excluding treasury shares). This resolution also specifies the maximum and minimum prices that may be paid for any shares purchased under this authority. The Directors have no present intention for the Company to exercise the authority granted by this resolution to purchase its own ordinary shares. They would do so only after taking account of the overall financial position of the Company and in circumstances where to do so would be regarded by the Board as being in the best interests of shareholders generally 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 12 March 2018, being the latest practicable date prior to printing this circular, approximately 21.6 million options and awards granted under the Company s shareholder approved plans were outstanding, representing 1.26% of the issued ordinary share capital of the Company at that date (excluding treasury shares). If the authority to purchase shares granted at last year s AGM and the authority proposed to be granted under this resolution were both exercised in full, such options and awards outstanding at 12 March 2018 would, assuming no further ordinary shares are issued after that date, represent 1.57% of the issued share capital of the Company at that date (excluding treasury shares). Notice of general meetings (Special Resolution 19) The Act requires a 21-day notice period for general meetings unless a shorter notice period is approved by shareholders. This resolution seeks to renew the authority to convene general meetings (other than AGMs) on 14 clear days notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. AGMs will continue to be held on at least 21 clear days notice. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to shareholders. Adoption of new articles of association ( 20) Under resolution 20, the Company proposes to adopt new articles of association ( New Articles ). Set out below is a summary of the principal changes, which are proposed to reflect developments in practice and to provide clarification and flexibility. There are also other minor, technical or clarificatory amendments that are not detailed below. Article references are to the New Articles. Bearer shares All provisions relating to bearer shares (that is, shares represented by share warrants to the bearer) have been deleted in the New Articles to accord with the changes in the Act to abolish bearer shares. Untraced shareholders (Article 45) The New Articles provide greater flexibility in relation to shares held by shareholders who have been untraced for a significant period of time. Where a shareholder has been untraced for a period of 12 years or more, the New Articles replace the current requirement to place notices in newspapers, with a requirement to use reasonable tracing enquiries and to send a notice to the last registered address of the shareholder informing the shareholder of the Company s intention to sell that shareholder s shares. The New Articles provide that where an untraced shareholder s shares are sold the net sale proceeds may be used for any purposes decided by the Board. The former shareholder will not be a creditor for the amounts concerned. General meetings (Article 51) In line with market practice, the New Articles include provisions that allow general meetings to be held in more than one place, in circumstances where adequate facilities are available to enable each person present at each place to participate in the business of the meeting. The New Articles also provide for hybrid general meetings to be held, meaning that meetings may be held and conducted in such a way that persons may attend and participate in the business of a meeting by means of attending at a physical location or by way of an electronic facility or facilities. This change is proposed to allow the Company additional flexibility using electronic technologies, which may particularly be useful where meeting arrangements must be made at short notice due to a situation beyond the Board s control. The New Articles envisage that a meeting may be held as a hybrid physical and electronic meeting but do not permit meetings to be held by wholly electronic means. The Company has no current intention of replacing physical general meetings with wholly electronic meetings. 6

7 Corporate representatives (Article 74) The New Articles clarify the right of representatives of a corporate shareholder to vote on behalf of that shareholder where more than one representative is appointed and a vote is taken on a show of hands. B GENERAL NOTES Termination of proxy appointment (Article 85) To provide for efficient meeting and voting administration, the deadline for receipt of a termination of a proxy appointment has been brought into line with the deadline for receipt of proxies. Retirement of Directors (Article 96) In accordance with the UK Corporate Governance Code, the Directors retire and put themselves up for re-election on an annual basis, and the New Articles provide for retirement at each AGM to reflect this current practice. Payment of dividends (Articles 136, 138, 139) In line with the recommendation of the ICSA Registrar s Group guidance issued in 2014 and current market practice, the New Articles provide for more flexibility over the method of paying dividends and enable the Board to decide which payment method is to be used on any particular occasion. Strategic report and supplementary materials (Article 144) The reference to the ability of the Company to circulate a summary financial statement to shareholders has been replaced by a reference to the strategic report and supplementary materials as provided by the Act. 1. Entitlement to attend and vote Pursuant to section 360B of the Act, in order to be entitled to attend and vote at the AGM (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 6.30 pm on Tuesday 1 May 2018 (or, in the event of any adjournment, at 6.30 pm on the date which is two days before the date of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 2. Appointment of proxies Shareholders entitled to attend and vote at the AGM may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM, including any adjournments thereof. The appointment of a proxy will not prevent a shareholder from attending and voting in person at the AGM. A proxy need not be a shareholder. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. You should indicate on the proxy form how you wish your votes to be cast on the resolutions to be proposed at the AGM. If you sign and return the proxy form but no voting indication is given in relation to a particular resolution your proxy will vote or abstain from voting at his or her discretion. Please note that the vote Withheld option 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. You can only appoint a proxy using the procedures set out in these notes and in the explanatory notes to the proxy form. 3. Appointment of a proxy using the proxy form Shareholders should receive a proxy form with this circular. To be valid, the proxy form, duly signed, must be received by the Company s registrar, Equiniti, not less than 48 hours before the time of the meeting, i.e. not later than 2.00 pm on Tuesday 1 May While the proxy form is printed as a detachable pre-paid reply card, if shareholders prefer they can return the proxy in an envelope to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU (no stamp is required if posted within the UK, Channel Islands or Isle of Man). 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. Where the proxy form is signed under a power of attorney or other authority, such power or authority (or a notarised copy thereof) should be enclosed with the proxy form. Any alterations made to the proxy form should be initialled. 4. Appointment of a proxy by joint shareholders In the case of joint registered holders, the signature of one holder will be accepted. The vote of the senior joint holder, whether in person or by proxy, 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. 5. Appointment of proxies electronically As an alternative to completing the proxy form shareholders may appoint their proxy electronically through Equiniti s website at using their personal Voting ID, Task ID and Shareholder Reference Number (these are 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 and clicking on the link to vote. Full details and instructions on these electronic proxy facilities are given on the websites. For an electronic proxy appointment to be valid, it must be received by Equiniti no later than 2.00 pm on Tuesday 1 May Please note that any electronic communication found to contain a computer virus will not be accepted. 6. Appointment of proxies through CREST CREST members who wish to appoint a proxy or proxies for the AGM, including any adjournments 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. 7

8 Notes 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 Limited s specifications and must contain the information required for such instruction as described in the CREST Manual (available via The message, regardless of whether it relates to the appointment of a proxy or is an amendment to the instruction given to 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 time stamp applied to the message prescribed by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK & Ireland Limited 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/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 system 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 Corporate representatives Any corporation that is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 8. Issued share capital and total voting rights As at 12 March 2018 (being the latest practicable date prior to printing this circular) the Company s issued share capital consisted of 1,726,103,630 ordinary shares, carrying one vote each. The Company held 7,661,110 ordinary shares in treasury, in respect of which it cannot exercise any votes, and accordingly the total number of voting rights in GKN plc as at 12 March 2018 was 1,718,442, Voting at the AGM All the resolutions put to the meeting will be voted on by a poll. This will ensure that the votes of all shareholders, including the majority of our shareholders who cannot attend the meeting but who submit a proxy form, are counted. 10. Nominated persons Any person to whom this circular is sent who is not a shareholder but is a person nominated by a shareholder under section 146 of the Act 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 AGM. 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 statements of the rights of shareholders in relation to the appointment of proxies and corporate representatives in notes 2 to 7 above do not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company. 11. 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 25 April Information to be available on website A copy of this circular, and other information required by section 311A of the Act, can be found at Members satisfying the thresholds in section 527 of the Act can require the Company to publish a statement on its website setting out any matter relating to (i) the audit of the Company s accounts (including the auditors report and the conduct of the audit) that are to be laid before the AGM or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the meeting. The Company cannot require members requesting any such website publication to pay its expenses. Any statement placed on the website must also be sent to the Company s auditors no later than the time the statement is made available on the website. The business that may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website. 13. Shareholder participation Any shareholder attending the meeting has the right to ask questions relating to the business of the meeting and the Company has an obligation to answer such questions unless (i) it is undesirable in the interests of the Company or the good order of the meeting that a question be answered or (ii) if to do so would involve the disclosure of confidential information or (iii) the answer has already been given on a website in the form of an answer to a question. 14. Documents available for inspection Copies of service contracts or, where applicable, letters of appointment between Directors and the Company and the Directors deed of indemnity are available for inspection at the Company s registered office at Ipsley House, Ipsley Church Lane, Redditch, Worcestershire B98 0TL during normal business hours (excluding weekends and bank holidays) and will be at the place of the AGM 15 minutes before the meeting until the end of the meeting. The following documents will be available for inspection at the office of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ during normal business hours (excluding weekends and bank holidays) until the close of the AGM and will also be available for inspection at the place of the AGM from 1.45 pm until the end the meeting: > the proposed new articles of association marked up to show the proposed changes; and > a clean final version of the new articles of association. 15. Use of electronic addresses You may not use any electronic address provided in this circular or any related documentation (including the Chairman s letter and form of proxy) to communicate with the Company for any purposes other than those expressly stated. 16. Declaration of results As soon as practicable after the AGM, the results of the poll and other information required by section 341 of the Act will be announced via a regulatory information service and placed on the Company s website at en/investors/. 8