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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or an independent financial adviser duly authorised under the FSMA if you are located in the United Kingdom or, if you are located outside the United Kingdom, an appropriately authorised independent financial adviser. This document has been prepared in accordance with paragraph 1.2.2(2) and 1.2.3(3) of the Prospectus Rules and contains information which is regarded by the UKLA as being equivalent to that of a prospectus. Accordingly, this document has been filed with the UKLA and has been made available, free of charge, to the public in accordance with Rule 3.2 of the Prospectus Rules. The release, publication or distribution of this document, in whole or in part, in, into or from jurisdictions other than the UK may be restricted by the laws of those jurisdictions and, therefore, persons into whose possession this document comes should inform themselves about and observe any applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of one or more of such jurisdictions. In particular, this document should not be released, published, distributed, forwarded or transmitted, in whole or in part, in, into or from any Restricted Jurisdiction, including the United States. Unless an exemption under relevant securities laws is available, the New Melrose Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from any Restricted Jurisdiction, including the United States or to, or for the account or benefit of, any resident of any Restricted Jurisdiction. The New Melrose Shares are expected to be issued in reliance upon one or more exemptions from the registration requirements of the US Securities Act. None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. Prospective investors should read the whole of this document, the Original Offer Document and the Final Offer Document and the accompanying Second Form of Acceptance sent to Eligible GKN Shareholders on or around the date of this document and any documents incorporated herein by reference. In particular, your attention is drawn to the factors described in Part II (Risk Factors) of this document. Melrose Industries PLC (incorporated under the Companies Act 2006 and registered in England and Wales with registered number 9800044) 48 Proposed issue of up to 2,947,744,041 New Melrose Shares of /7 pence each to be issued by Melrose in connection with the acquisition of GKN plc and Application for admission of the New Melrose Shares to the Official List with a premium listing and to trading on the London Stock Exchange’s main market for listed securities Rothschild Investec Bank plc Financial Adviser and Joint Sponsor Broker and Joint Sponsor RBC Europe Limited Financial Adviser The Existing Melrose Shares are listed on the Official List with a premium listing maintained by the FCA and traded on the London Stock Exchange’s main market for listed securities. Application will be made for the admission of the New Melrose Shares to the Official List with a premium listing and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission of the New Melrose Shares will become effective and that dealings (for normal settlement) in the New Melrose Shares will commence on the London Stock Exchange at 8.00 a.m. on the Effective Date (whereupon an announcement will be made by the Company to a Regulatory News Service of the London Stock Exchange). This document has been prepared to comply with the requirements of English law, the Listing Rules, the Prospectus Rules, the City Code and the rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of other jurisdictions outside England. This document is being published in connection with the Final Offer and replaces the Original Prospectus Equivalent Document. The New Melrose Shares have not been and will not be registered under the relevant federal laws or laws of any state, province or territory of the United States (including the US Securities Act) or any Restricted Jurisdiction or under any securities laws of any state or other jurisdiction of the United States or any Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or the United States except pursuant to an applicable exemption from, or in a transaction not subject to the registration requirements of, the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States or any Restricted Jurisdiction. Accordingly, this document does not constitute an offer to sell, or solicitation of an offer to buy or to take up entitlements to New Melrose Shares in the United States (unless an exemption from registration under the US Securities Act is available) or in any Restricted Jurisdiction (subject to certain exceptions). The New Melrose Shares may at the sole discretion of the Company be made available by the Company in the United States to qualified institutional buyers (as defined in Rule 144A under the US Securities Act) or accredited investors (as defined in Rule 501(a) under the US Securities Act) (in both cases, “Eligible US Holders”) in transactions that are exempt from the registration requirements of the US Securities Act. Any recipient of New Melrose Shares pursuant to such transactions will be required to make such acknowledgements and representations to and agreements with the Company, as the Company may require, to establish that they are Eligible US Holders. In addition, until 40 days after the New Melrose Shares are issued in connection with the Offer, an offer, sale or transfer of the New Melrose Shares within the United States by a dealer (whether or not participating in the Acquisition) may violate the registration requirements of the US Securities Act if such offer, sale or transfer is made otherwise than in accordance with Rule 144A or another exemption from registration under the US Securities Act. Investors should only rely on the information contained in this document, the Final Offer Document, the Second Form of Acceptance and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document, the Final Offer Document, the Second Form of Acceptance and the documents (or parts thereof) incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, Rothschild, Investec Bank plc or RBC Europe Limited. In particular, the contents of the Company’s and GKN’s websites do not form part of this document and investors should not rely on them. Neither the delivery of this document nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Melrose Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document. Each of Investec Bank plc and RBC Europe Limited is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, and Rothschild which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with this document and/or the Acquisition and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to this document or the Acquisition, save for any responsibility which may arise under FSMA or the regulatory regime established thereunder, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to respective clients of Rothschild, Investec Bank plc or RBC Europe Limited as applicable, or for providing advice in connection with the Acquisition, the contents of this document or any other transaction, arrangement or other matter referred to in this document. ii Apart from the responsibilities and liabilities, if any, which may be imposed on, Rothschild, Investec Bank plc or RBC Europe Limited under FSMA or the regulatory regime established thereunder: (i) none of Rothschild, Investec Bank plc or RBC Europe Limited accepts any responsibility whatsoever and makes no warranty or representation, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or regarding the legality of any investment in the New Melrose Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Melrose Shares, the Acquisition; and (ii) each of Rothschild, Investec Bank plc and RBC Europe Limited accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement.

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