GKN : Form 8.5 (EPT/RI)- GKN plc AMENDMENT

AMENDMENT

INCREASED EQUITY PURCHASES BY 261,836 TO 17,949,371

ADDED EQUITY SWAP SALES OF 3,073,590

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	J.P. Morgan Securities Plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	GKN plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Corporate Broker and Financial Advisor to GKN plc
(d) Date dealing undertaken:	17 January 2018
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes, Melrose Industries plc

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchases Sales	17,949,371 15,294,511	4.4900 4.4920	4.3940 4.4105

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
Ordinary Shares	Equity Swaps	Long Short	3,405 613 86,968 17 401 2,177 304 11,494 6,603 660 173 38,274 3,824 621,148 667,778 41 126 955 183 144 8,334 6,802 97 797 55,963 1,399 11,007 1,402 6,607 637 14,102 2,118 1,445 402,834 825 41,420 94,680 35,316 35,958 31,640 149,050 1,600,000 577,646 3,499 21,853 750 30,879 3,356 1,981 129,021 26,796 700 87,409 90,411 4,596 131,840 45,925 3,752 14,465 3,110 3,793 12,292 5,986 11,116 2,862 10,766 75,007 22 3,550 1,048 4,644 1,166,541	4.4208 GBP 4.4219 GBP 4.4270 GBP 4.4275 GBP 4.4280 GBP 4.4298 GBP 4.4300 GBP 4.4303 GBP 4.4305 GBP 4.4327 GBP 4.4347 GBP 4.4348 GBP 4.4365 GBP 4.4368 GBP 4.4374 GBP 4.4377 GBP 4.4380 GBP 4.4391 GBP 4.4408 GBP 4.4410 GBP 4.4418 GBP 4.4435 GBP 4.4442 GBP 4.4443 GBP 4.4479 GBP 4.4515 GBP 4.4518 GBP 4.4556 GBP 4.4566 GBP 4.4647 GBP 4.4669 GBP 4.4737 GBP 4.4757 GBP 4.4760 GBP 4.4794 GBP 4.4197 GBP 4.4258 GBP 4.4266 GBP 4.4319 GBP 4.4323 GBP 4.4388 GBP 4.4392 GBP 4.4399 GBP 4.4421 GBP 4.4445 GBP 4.4451 GBP 4.4459 GBP 4.4461 GBP 4.4467 GBP 4.4471 GBP 4.4486 GBP 4.4491 GBP 4.4508 GBP 4.4519 GBP 4.4526 GBP 4.4567 GBP 4.4591 GBP 4.4643 GBP 4.4669 GBP 4.4671 GBP 4.4691 GBP 4.4726 GBP 4.4729 GBP 4.4730 GBP 4.4733 GBP 4.4739 GBP 4.4762 GBP 4.4763 GBP 4.4764 GBP 4.4770 GBP 4.4773 GBP 6.1716 USD

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:	29 January 2018
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.