Director/PDMR Shareholding

Invensys PLC
09 August 2007



Invensys plc - Grant of Conditional Share Awards

Following notifications made in accordance with DTR 3.1.4(R)(1)(a), Invensys plc
("the Company") wishes to notify the following changes in the interests of
persons discharging managerial responsibility ("PDMRs") in ordinary shares 
("Shares") arising out of the grant of conditional awards of Shares ("Awards")
under the 2007 Long Term Incentive Plan and the CEO Special Award, both of which
were approved by shareholders at the Annual General Meeting on 2 August 2007.

On 9 August 2007, Awards were granted to the following PDMRs, as set out below.
The numbers of Shares stated are the maximum available to each PDMR on
satisfaction in full of the performance targets applicable to the Award.

Name of PDMR            Name of Plan                      Shares under Award

Ulf Henriksson          CEO Special Award                 1,608,554
Ulf Henriksson          2007 LTIP                         459,587
Steve Hare              2007 LTIP                         263,497



Vesting of the Awards is conditional upon performance conditions (relating,
inter alia, to the Company's Total Shareholder Return and the Compound Annual
Growth Rate in the Company's Earnings Per Share) to be applied over a three year
performance period, full details of which have been described to shareholders.
In the case of the CEO Special Award, 50% of the Shares which vest will be
released as soon as practicable after the end of the performance period, and the
balance of 50% will be released after a 12 month holding period.  In the case of
Awards under the 2007 LTIP, the Shares which vest will be released as soon as
possible following 9 August 2010.

Name of contact and telephone number for queries:  Steve Devany, Vice President
- Communications 0207 821 3758

Name of Company Official responsible for making notification:  Debbie Walmsley,
Assistant Secretary

Date of notification:  9 August 2007




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