RNSArticle

INVENSYS PLC

(the "Company")

ANNUAL GENERAL MEETING (AGM) - 28 JULY 2011

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 14,465 ordinary shares additional indirect voting rights of 559,047,640 ordinary shares as of 11am on 28 July 2011. 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 11am on 28 July 2011. 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 28 July 2011 were passed and the results of the poll are as detailed below:

	FOR		AGAINST		TOTAL	WITHELD*
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 2011	559,108,312	100.00	11,593	0.00	559,119,905	28,170
2. To approve the Remuneration Report	494,881,341	93.79	32,782,483	6.21	527,663,824	31,484,251
3. To elect/re-elect (a) Mr Francesco Caio (b) Mr Wayne Edmunds (c) Mr Bay Green (d ) Mr Paul Lester (e) Ms Deena Mattar (f) Mr Michael Parker (g) Dr Martin Read (h) Sir Nigel Rudd (i) Mr Pat Zito	553,017,518 558,788,822 553,002,876 558,775,784 557,940,331 557,948,696 553,843,950 558,000,235 557,938,552	99.72 99.94 99.72 99.94 99.79 99.79 99.06 99.80 99.79	1,564,058 330,513 1,577,441 341,812 1,176,835 1,163,361 5,272,834 1,114,231 1,174,382	0.28 0.06 0.28 0.06 0.21 0.21 0.94 0.20 0.21	554,581,576 559,119,335 554,580,317 559,117,596 559,117,166 559,112,057 559,116,784 559,114,466 559,112,934	4,566,499 28,740 4,567,758 30,479 30,909 36,018 31,291 33,609 35,141
4. To re-appoint Ernst & Young LLP as auditor	550,633,026	99.31	3,841,812	0.69	554,474,838	4,673,237
5. To authorise the directors to determine the auditor's remuneration	539,281,300	96.47	19,732,698	3.53	559,013,998	134,077
6. To approve the proposed final dividend	559,135,342	100.00	10,382	0.00	559,145,724	2,351
7. To authorise allotment of relevant securities	541,416,249	98.16	10,140,641	1.84	551,556,890	7,591,185
8. To authorise disapplication of pre-emption provisions	557,264,368	99.85	828,712	0.15	558,093,080	1,054,995
9. To amend notice period for general meetings	531,489,122	95.06	27,634,910	4.94	559,124,032	24,043
10. To authorise purchase of own shares	552,967,537	99.71	1,624,934	0.29	554,592,471	4,555,604
11. To approve political donations	551,263,327	98.87	6,299,487	1.13	557,562,814	1,585,261

* A vote withheld is not a vote in law and will count 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: Jessica Wildgoose, Company Secretarial Assistant

Date of notification: 28 July 2011

Result of AGM

2) Invensys plc confirms that all resolutions proposed at the AGM of the Company held on 28 July 2011 were passed and the results of the poll are as detailed below: