RNSArticle

INVENSYS PLC

(the "Company")

ANNUAL GENERAL MEETING (AGM) - 13 JULY 2012

1) In accordance with the Disclosure and Transparency Rules, Invensys plc notifies that Sir Nigel Rudd, Chairman of the Company, held in addition to his direct voting rights of 16,300 ordinary shares additional indirect voting rights of 601,699,442 ordinary shares as of 11.00am on 13 July 2012. The indirect voting rights represented the number of proxies held by the Chairman of the Company pursuant to proxies received in respect of various resolutions proposed at the Annual General Meeting that was held at 11.00am on 13 July 2012. The indirect voting rights lapsed immediately upon the conclusion of the Annual General Meeting, and the Chairman no longer has an interest in the indirect voting rights.

2) Invensys plc confirms that all resolutions proposed at the AGM of the Company held on 13 July 2012 were passed and the results of the poll are as detailed below:

	FOR		AGAINST		TOTAL	WITHHELD*
Resolutions	No. of Votes	% Votes	No. of Votes	% Votes	No. of Votes	No. of Votes
1. To receive report and accounts for the year ended 31 March 2012	602,586,113	100.00	21,722	0.00	602,607,835	16,751
2. To approve the Remuneration Report	535,839,226	97.73	12,461,098	2.27	548,300,324	54,324,262
3. To re-elect Mr Francesco Caio	595,050,142	99.72	1,676,483	0.28	596,726,625	5,897,961
4. To re-elect Mr Wayne Edmunds	601,867,896	99.88	714,782	0.12	602,582,678	41,908
5. To re-elect Mr Bay Green	601,785,777	99.87	792,169	0.13	602,577,946	46,640
6. To elect Ms Victoria Hull	599,365,954	99.88	728,165	0.12	600,094,119	2,530,467
7. To re-elect Mr Paul Lester	595,160,827	99.74	1,567,580	0.26	596,728,407	5,895,279
8. To re-elect Ms Deena Mattar	601,796,445	99.87	784,369	0.13	602,580,814	43,772
9. To re-elect Mr Michael Parker	601,798,832	99.87	786,648	0.13	602,585,480	39,106
10. To re-elect Dr Martin Read	601,879,858	99.88	704,763	0.12	602,584,621	39,965
11. To re-elect Sir Nigel Rudd	601,505,526	99.82	1,077,613	0.18	602,583,139	41,447
12. to elect Mr David Thomas	601,854,457	99.88	705,306	0.12	602,559,763	63,923
13. To re-elect Mr Pat Zito	601,777,997	99.87	799,237	0.13	602,577,234	47,352
14. To re-appoint Ernst & Young LLP as auditor	570,503,110	97.06	17,283,975	2.94	587,787,085	14,837,501
15. To authorise the directors to determine the auditor's remuneration	575,381,636	97.14	16,918,013	2.86	592,299,649	10,324,937
16. To approve the proposed final dividend	602,613,267	100.00	7,301	0.00	602,620,568	4,018
17. To authorise allotment of relevant securities	584,126,557	98.44	9,273,113	1.56	593,399,670	9,224,916
18. To authorise disapplication of pre-emption provisions	602,216,544	99.96	232,440	0.04	602,448,984	175,602
19. To amend notice period for general meetings	571,643,068	94.86	30,953,204	5.14	602,596,272	28,314
20. To authorise purchase of own shares	597,733,180	99.90	573,896	0.10	598,307,076	4,317,510
21. To approve political donations	590,727,842	98.08	11,542,094	1.92	602,269,936	354,650

* A vote withheld is not a vote in law and counts neither "For" nor "Against" a resolution.

3) In conformity with the Listing Rule 9.6.2, Invensys plc confirms that the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

Name of contact and telephone number for queries: Steve Devany, Head of Corporate Communications 020 3155 1301

Name of Company official responsible for making notification: Timothy Maw, Interim Company Secretarial Professional

Date of notification: 13 July 2012

AGM Statement