Results of 2004 AGM

Results of 2004 AGM

Invensys plc confirms that all resolutions proposed at the AGM of the Company held on 21 July 2004 were passed and the results of the poll are as detailed below:

&	FOR		AGAINST		TOTAL
Resolutions	No. of Votes	%	No. of Votes	%	No. of Votes
1 To receive report and accounts for the year ended 31 March 2004	3,333,567,648	99.53	15,849,167	0.47	3,349,416,815
2 To approve the remuneration report	2,929,868,397	89.25	352,821,595	10.75	3,282,689,992
3a To re-elect Mr S M Robertson	3,381,688,736	99.95	1,736,088	0.05	3,383,424,824
3b To elect Mr U C Henriksson	3,385,529,011	99.61	13,403,523	0.39	3,398,932,534
4 To re-appoint Ernst & Young LLP as auditors	3,142,236,745	94.16	194,819,900	5.84	3,337,056,645
5 To authorise the directors to determine the auditors' remuneration	3,280,253,476	96.99	101,659,616	3.01	3,381,913,092
6 To authorise allotment of relevant securities	3,353,210,437	98.66	45,512,324	1.34	3,398,722,761
7 To authorise disapplication of pre-emption provisions (special resolution)	3,397,779,603	99.96	1,506,649	0.04	3,399,286,252
8 To authorise purchase of ordinary shares (special resolution)	3,395,293,935	99.87	4,310,918	0.13	3,399,604,853

Invensys plc further confirms that two copies of the resolutions passed as special business at the AGM have been submitted to the UK Listing Authority, in accordance with paragraphs 9.31 and 9.32 of the Listing Rules.

These resolutions will shortly be available to the public for inspection at the UK Listing Authority’s Document Viewing Facility that is situated at:

The UK Listing Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel: 020 76761000

Name of contact and telephone number for queries: Victoria Scarth, Senior Vice President, Director - Group Marketing and Communications 02078213539

Name of Company official responsible for making notification: Jaime Tham, Assistant Secretary

Date of notification: 21 July 2004