SECTION 430(2B) COMPANIES ACT 2006 STATEMENT
5 January 2015
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
Marcus Bryson stepped down from the Board at the close of business on 31 December 2014 and
retired from the Company on 1 January 2015. He will be employed on a part-time basis from 2
January 2015 until 31 December 2015. No annual bonus or other incentive awards will be made to
Mr. Bryson in respect of 2015.
In accordance with the rules of the relevant incentive schemes and the Remuneration Policy, Mr.
Bryson’s incentive awards are set out below. Further details will be included in GKN’s 2014 annual
report and accounts.

The 2011 Executive Share Option Scheme (ESOS) award over 168,353 shares with an option
price of 199.58p, which has vested in respect of performance to 31 December 2013, will
continue to be exercisable until 1 July 2015 (six months after retirement).

The 2011 Long Term Incentive Plan (LTIP) award over 343,558 shares, which vested in
respect of performance to 31 December 2013, will be released (i.e. the award will become
capable of exercise) as soon as practicable following retirement, in accordance with the rules
of the plan. In respect of this award, a cash amount equivalent to the dividends on the vested
shares (from the beginning of the third year of the relevant measurement period to the release
date) will also be paid.

The 2014 Deferred Bonus Plan (DBP) award over 11,675 shares will be released as soon as
practicable following retirement, in accordance with the rules of the plan. A cash amount
equivalent to the dividends on the shares during the period from grant to release will also be
paid.

Mr Bryson remains eligible for the annual bonus (STVRS) award in respect of 2014. The
extent to which the 2014 targets have been met will be assessed by the Committee in due
course and will be disclosed in the 2014 Directors’ Remuneration Report. The Committee has
exercised discretion to make the annual bonus payment wholly in cash, i.e. no deferral of any
amount into shares if applicable.

The Committee considered Mr. Bryson to be a good leaver for the purposes of the
Sustainable Earnings Plan (SEP) awards granted in 2012, 2013 and 2014; this was
considered appropriate given Mr. Bryson’s retirement from full time employment and his
contribution to the Group. The core performance period for the 2012 award has ended and
any shares that vest under the core award will be released in full following retirement. The
number of shares in Mr. Bryson’s unvested 2013 and 2014 awards will be reduced on a pro
rata basis to reflect his length of service during the relevant measurement period. These
awards will remain subject to the original performance conditions and any core awards that
vest will be released following the end of the relevant three year core performance period.
The sustainability awards relating to all of Mr. Bryson’s SEP awards will lapse.