Other statutory information.

Annual General Meeting

The Annual General Meeting of the Company will be held at 2.00 pm on Thursday, 3 May 2012 at the Cavendish Conference Centre, 22 Duchess Mews, London W1G 9DT. The notice of meeting, which includes the special business to be transacted at the meeting, is included within the AGM circular. The circular also contains an explanation of all the resolutions to be considered at the AGM.

Dividend

The Directors recommend a final dividend of 4.0p per ordinary share in respect of the year ended 31 December 2011, payable to shareholders on the register at the close of business on 27 April 2012. This, together with the interim dividend of 2.0p paid in September 2011, brings the total dividend for the year to 6.0p.

Issued share capital

At 31 December 2011, the issued share capital of the Company consisted of 1,590,529,859 ordinary shares of 10p (2010: 1,590,529,859 shares), of which 37,388,984 shares (2.35%) were held in treasury (2010: 37,565,178 shares; 2.36%). A total of 176,194 ordinary shares were issued during the year in connection with the exercise of options under the Company’s share option schemes (2010: 636,687 shares), all of which were transferred from treasury (2010: 634,401 shares).

GKN operates an Employee Benefit Trust (EBT) to satisfy the vesting and exercise of awards of ordinary shares made under the Group’s share-based incentive arrangements. As at 31 December 2011, the EBT held 2,219,116 shares (2010: 5,810 shares), being 0.14% of the Company’s issued share capital (2010: 0.003%) including treasury shares.

The ordinary shares are listed on the London Stock Exchange. In addition, GKN has a sponsored Level 1 American Depositary Receipt (ADR) programme for which the Bank of New York Mellon acts as Depositary. The ADRs trade in the US over-the-counter market where each ADR represents one GKN ordinary share.

Rights and obligations attaching to shares

Holders of ordinary shares are entitled to receive dividends when declared, to receive the Company's annual report, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights.

On a show of hands at a meeting of GKN, every member present holding ordinary shares has one vote. On a poll taken at a meeting, every member present and entitled to vote has one vote in respect of each ordinary share held by him. In the case of joint shareholders only the vote of the senior joint holder who votes (and any proxy duly authorised by him) may be counted. Shares held in treasury carry no voting rights.

The trustee of the EBT does not exercise any voting rights in respect of shares held by the EBT. Once the shares are transferred from the EBT to share scheme participants, the participants are entitled to exercise the voting rights attaching to those shares.

The EBT waived payment of the 2010 final dividend in May 2011 and the interim dividend in September 2011.

Full details of the rights and obligations attaching to the Company’s shares are contained in the articles of association.

Restrictions on the transfer of securities

Whilst the Board has the power under the articles of association to refuse to register a transfer of shares, there are no restrictions on the transfer of shares.

Under the Company’s articles, the Directors have power to suspend voting rights and the right to receive dividends in respect of shares in circumstances where the holder of those shares fails to comply with a notice issued under section 793 of the Companies Act 2006.

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or voting rights.

Substantial shareholders

As at 31 December 2011*, the Company had been notified of the following holdings of voting rights in its shares under Rule 5 of the Disclosure Rules and Transparency Rules of the Financial Services Authority:

Shareholder Nature of interest % of voting rights
Standard Life Investments Ltd Direct 7.00%
  Indirect 4.99%
  Total 11.99%
Ameriprise Financial Inc Direct 0.15%
  Indirect 4.98%
  Contracts for difference 0.02%
  Total 5.15%
Capital Group International Inc Indirect 4.95%
Legal & General Group plc Direct 3.89%
*
see footnote.

Directors

The Directors who served during the financial year were as follows:

Name Position as at 31 December 2011 Service in the year
ended 31 December 2011
Roy Brown Chairman Served throughout the year
Sir Kevin Smith Chief Executive(a) Served throughout the year
Marcus Bryson Chief Executive Aerospace and Land Systems Served throughout the year
Tufan Erginbilgic Independent non-executive Director Appointed 9 May 2011
Shonaid Jemmett-Page Independent non-executive Director Served throughout the year
Richard Parry-Jones Independent non-executive Director Served throughout the year
Andrew Reynolds Smith Chief Executive Automotive and Powder Metallurgy Served throughout the year
William Seeger Finance Director Served throughout the year
John Sheldrick Independent non-executive Director Served throughout the year
Nigel Stein Chief Executive Designate(b) Served throughout the year
Michael Turner Senior Independent Director Served throughout the year
(a)
Retired on 31 December 2011.
(b)
Appointed Chief Executive on 1 January 2012.

Membership of the Board and biographical details of the Directors in office at the date of this report are shown in the Board. Further details relating to Board and Committee composition are disclosed in the corporate governance statement.

Following his appointment to the Board in May 2011 and in accordance with the Company’s articles of association, Tufan Erginbilgic will retire and offer himself for election at the 2012 AGM. With the exception of Roy Brown, who retires at the conclusion of the AGM, all other Directors will retire and offer themselves for re-election in accordance with the UK Corporate Governance Code.

The articles of association provide that a Director may be appointed by an ordinary resolution of shareholders or by the existing Directors, either to fill a vacancy or as an additional Director. Further information on GKN’s internal procedures for the appointment of Directors is given in the corporate governance statement.

The remuneration report, which includes details of service agreements and the Directors’ interests in GKN shares can be accessed here.

Copies of the service contracts of the executive Directors and the letters of appointment of the non-executive Directors are available for inspection at the Company’s registered office during normal business hours and will be available for inspection at the Company’s AGM.

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