FINAL TERMS 17 September 2012 GKN Holdings plc Issue of 450,000,000 5.375 per cent. Notes due 19 September 2022 under the 2,000,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 8 August 2012 (the Prospectus) which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on GKN Holdings plc (the Issuer) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus has been published on the website of the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained during normal business hours from the registered office of the Issuer at Ipsley House, Ipsley Church Lane, Redditch, Worcestershire, B98 0TL, United Kingdom and from the specified office of the Paying Agent for the time being in London. 1. (a) Series Number: 1 (b) Tranche Number: 1 (c) Date on which the Notes will be consolidated and form a single Series: 2. Specified Currency or Currencies: Pounds sterling ( ) 3. Aggregate Nominal Amount: (a) Series: 450,000,000 (b) Tranche: 450,000,000 4. Issue Price: 99.847 per cent. of the Aggregate Nominal Amount 5. (a) Specified Denomination(s): 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in definitive form will be issued with a denomination above 199,000 (b) Calculation Amount: 1,000 6. (a) Issue Date: 19 September 2012 (b) Interest Commencement Date: Issue Date 7. Maturity Date: 19 September 2022
8. Interest Basis: 5.375 per cent. Fixed Rate (further particulars specified below) 9. Redemption/Payment Basis: Redemption at par 10. Change of Interest Basis: 11. Put/Call Options: Change of Control Put (further particulars specified below) 12. Date Board approval for issuance of Notes obtained 12 September 2012 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 5.375 per cent. per annum payable in arrear on each Interest Payment Date (b) Interest Payment Date(s): 19 March and 19 September in each year, commencing on 19 March 2013, up to and including the Maturity Date (c) Fixed Coupon Amount(s): 26.875 per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: Actual/Actual (ICMA) (f) Determination Date(s): 19 March and 19 September in each year 14. Floating Rate Note Provisions 15. Zero Coupon Note Provisions PROVISIONS RELATING TO REDEMPTION 16. Issuer Call: 17. Investor Put: 18. Investor Put upon a Change of Control Put Event: Change of Control Put Price: Applicable 1,000 per Calculation Amount 19. Final Redemption Amount: Each Note will be redeemed at 100 per cent. of its principal amount 20. Early Redemption Amount payable on redemption for taxation reasons or on event of default: 1,000 per Calculation Amount 0083958-0000463 ICM:15684334.5 2
GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Form of Notes: (a) Form: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event (b) New Global Note: Yes 22. Additional Financial Centre(s): London 23. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): No Signed on behalf of GKN Holdings plc: By:... Duly authorised 0083958-0000463 ICM:15684334.5 3
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Date from which listing on the Official List of the UK Listing Authority and admission to trading on the regulated market of the London Stock Exchange is expected to be effective: 19 September 2012 (ii) Estimate of total expenses related to admission to trading: 3,600 (excluding VAT) 2. RATINGS Ratings: The Notes to be issued are expected to be assigned the following ratings: BB+ (stable) by Standard & Poor s Credit Market Services Europe Limited Ba1 (positive) by Moody s Deutschland GmbH BBB- (stable) by Fitch Ratings Ltd. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. 4. YIELD (Fixed Rate Notes only) Indication of yield: 5.468 per cent. (annual) The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 5. OPERATIONAL INFORMATION (i) ISIN Code: XS0830978259 (ii) Common Code: 083097825 (iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Names and addresses of additional Paying Agent(s) (if any): 0083958-0000463 ICM:15684334.5 4
6. TEFRA RULES Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: TEFRA D 7. THIRD PARTY INFORMATION 0083958-0000463 ICM:15684334.5 5