RNSArticle

14 June 2013

Invensys plc

(the 'Company')

RETURN OF CASH - UPDATE IN RELATION TO THE REDEMPTION OF B SHARES, C SHARE DIVIDEND AND REPURCHASE OF DEFERRED SHARES

Following the announcement by the Company on 12 June 2013 in relation to the Share Capital Consolidation and results of elections, the Company today provides an update in respect of the redemption of B Shares elected to the Immediate Capital Option, the C Share Dividend and repurchase of Deferred Shares.

Redemption of B Shares (Immediate Capital Option)

A committee of the Board resolved that all B Shares of 76.7 pence each issued pursuant to the Immediate Capital Option (being 317,257,592 B Shares) be redeemed for 76.7 pence with immediate effect. Consequently, such B Shares were redeemed earlier today and have been cancelled. 1,270,053 B Shares issued pursuant to the Deferred Capital Option will, however, continue to be in issue until such time as they may be redeemed in accordance with the terms and conditions set out in the circular published by the Company on 21 May 2013 in relation to the Return of Cash (the 'Circular').

It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of the B Shares issued pursuant to the Immediate Capital Option will be sent cheques or, if Shareholders held their Existing Ordinary Shares in CREST, will have their CREST accounts credited by 3 July 2013.

C Share Dividend (Income Option) and Repurchase of Deferred Shares

The C Share Dividend of 76.7 pence per C Share issued pursuant to the Income Option has today become payable and the C Shares issued pursuant to the Income Option have today been automatically reclassified as Deferred Shares having negligible value and carrying extremely limited rights. The Company has today purchased the Deferred Shares for an aggregate consideration of one penny. The purchased Deferred Shares have been cancelled by the Company.

It is expected that Shareholders entitled to receive the C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated bank accounts in respect of the C Share Dividend by 3 July 2013.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular. All references in this announcement to times are to London times unless otherwise stated.

Enquiries:

For further information please contact: Invensys plc

Steve Devany, Head of Corporate Communications

Tel: +44 (0)203 155 1301

Equiniti Shareholder Helpline

Tel: 0871 384 2927 (and +44 121 415 0188 from outside the UK)

The Shareholder helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and which will remain open until 11 July 2013. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2927 are charged at 8 pence per minute (excluding VAT) plus your standard network charge. Calls to +44 121 415 0188 from outside the UK are chargeable at applicable international rates.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

None of the Existing Ordinary Shares, B Shares, C Shares, Deferred Shares nor the New Ordinary Shares have been or will be registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise. There will be no public offer of such securities in the United States.

None of the Existing Ordinary Shares, B Shares, C Shares, Deferred Shares, New Ordinary Shares nor this document has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of this offering or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Name of authorised company official responsible for making this notification:

Rachel Spencer, Deputy Company Secretary

Return of Cash - Update