Proposed Disposal of Invensys Rail for 1,742 million

UK Pension Agreements Return of 625 million to Shareholders Strategy of Retained Group

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Invensys 28 November 2012

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document, which has been issued by Invensys plc (Invensys), comprises written materials for a presentation to investors concerning the proposed disposal of Invensyss Rail Division (Invensys Rail), to be effected through the sale of Invensys Rail (Singapore) Pte Ltd, Invensys Westinghouse Rail Technical Consultancy Services (Beijing) Ltd, Invensys Rail Systems India Pvt Ltd, Invensys Rail Corporation, Invensys Australia Corporate Pty Ltd, Westinghouse Brake and Signal Holdings Ltd and Invensys Iberica SAU and certain subsidiaries of these companies (the Rail Disposal). This document, the presentation and any related materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in Invensys nor shall they or any part of them nor the fact of their distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. Invensys shareholders are advised to read carefully the formal documentation in relation to the Rail Disposal once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow. This document and its contents, the presentation, any related materials and their contents are strictly private and confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part by any medium or in any form, for any purpose. 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The presentation, this document and any related materials may not be acted on or relied on by persons who are not relevant persons. Any investment activity to which the presentation relates will be available only to relevant persons and will be engaged in only with relevant persons. If you are not a relevant person you should not attend the presentation and should immediately return any materials relating to that meeting currently in your possession. Recipients of this document should not base any behaviour in relation to qualifying investments or relevant products (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in this document until after the information has been made generally available. Nor should the recipient use the information in this document in any way which would constitute market abuse. This document is being supplied to you solely for your information and for use at Invensyss presentation to investors in connection with the Rail Disposal. No information made available to you in connection with the presentation may be passed on, copied or reproduced, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. The contents of this document are to be kept confidential. Some of the information in this document or any related materials or given at this presentation is still in draft form and has not been legally verified and will only be finalised at the time of publication of any class 1 circular in connection with the Rail Disposal. The information set out herein and in any related materials and given at the presentation is subject to updating, completion, revision, verification and amendment, and such information may change materially. Invensys is under no obligation to update or keep current the information contained in this presentation, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein except to the extent they would be required to do so under applicable law or regulation, and any opinions expressed herein, in any related materials or given at the presentation are subject to change without notice. This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, plans, projects, anticipates, expects, intends, may, will, or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding Invensys Groups intentions, beliefs or current expectations concerning, among other things, the Invensys Groups results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Invensys Groups operations and financial position, and the development of the markets and the industry in which the Invensys Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Invensys Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect Invensyss current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Invensyss operations, results of operations and growth strategy. You should specifically consider the factors identified in this document which could cause actual results to differ before making any decision in relation to the Rail Disposal. Subject to the requirements of the Financial Services Authority, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, Invensys explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in Invensyss expectations or to reflect events or circumstances after the date of this document. No statement in this document is intended as a profit forecast or profit estimate and no statement in this document should be interpreted to mean that the earnings per share of the Invensys Group, as reduced by the disposal of Invensys Rail, or Invensys Rail for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of the Invensys Group or Invensys Rail.

Invensys 28 November 2012

Summary of proposed transactions

Feature
1. Disposal of Invensys Rail to Siemens for 1,742m UK Pension Agreement
400m up-front contribution 225m Reservoir Trust 40-47m per annum cash flow extinguished

Comments
Represents 15 times FY2012 OPBIT

2.

Establishes long-term funding solution (10+ years) Any future funding requirement intended to be met by trust fund Value creation to be passed back to shareholders Immediately following completion of disposal Clear strategy Opportunity for strong value creation through growth in software and equipment and business development

3.

Return of 625m (around 76.7 pence per share) to shareholders

4.

Creates focused Group

Focused industrial software and control equipment group Over 33% of activity in energy markets and around 35% in emerging markets Investment and development targeted in higher margin and higher growth areas Around 25m of overhead savings by start of FY2015

Invensys 28 November 2012

Rationale for proposed disposal

Successful execution of Invensys Rail strategy in past five years has created significant value
64% order book in new markets

Medium term probability of consolidation creates uncertainties

Limited scope to increase size of Invensys Rail
Invensys Rail order book 1.1bn
At 30 September 2012

Strategic review concluded

Siemens best placed to maximise potential value due to significant synergies First mover advantage of disposal of Invensys Rail

Invensys 28 November 2012

Proposed disposal of Invensys Rail to Siemens for 1,742 million

Agreement based upon a debt free/cash free basis Price represents 15 times Invensys Rail FY2012 OPBIT Subject to Invensys shareholder approval at General Meeting in late December 2012
Also subject to customary anti-trust clearances, UK Pensions Regulator approval and lending banks consent

Completion expected in second quarter of calendar year 2013 Westinghouse Scheme transferring to Siemens
39m deficit on 155m of liabilities at 30 September 2012

Invensys 28 November 2012

Invensys Pension Scheme Funding Agreement

Feature
625m cash 400m contribution to scheme 225m in trust

Comment
Including trust, fully funded on a technical provisions basis (headroom estimated at 100m) High likelihood of being self-sufficient as gilt yields return to normal levels Reduces remaining pension risk and adds to cover by circa 100m

List of further mitigation opportunities to be considered, including: Enhanced transfer value Early retirement Trust arrangement and release process agreed by Trustee

Buyout capability maintained Agreements will be submitted to UK Pensions Regulator for approval

Any funding deficit (after 400m contribution) will use Trust to contribute up to 20m per annum starting in 2018 Reverse payments made if scheme is in surplus (120%), which could return money to Company

Initial consultations already held

Invensys believes that these actions establish long-term funding solution and Reservoir Trust provides buffer
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Invensys 28 November 2012

Invensys Pension Scheme Funding Agreement

NPV of defined benefit obligations (DBO) for next 20 years

bn

Trust disbursement as required

Possible outcomes as gilt yields normalise

DBO forecast to reduce from 4.3bn to 1.8bn by 2028

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Invensys 28 November 2012

Source : Invensys 2012 Annual Report and Accounts

Invensys Pension Scheme Funding Agreement

Historical yields on 15 year gilts
6 5 4 3 2 1 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Normal range

Today 2.25% below middle of normal range

Trust provides flexibility as gilt yields recover

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Invensys 28 November 2012

Return of funds to shareholders

Proposed return of 625m of cash to shareholders in 2013, representing around 76.7 pence per share Shareholders will be able to elect to receive cash as income, capital, deferred capital or a combination of the three and the timing of such return More details will be provided after completion of disposal

Invensys 28 November 2012

Reduction in Corporate Costs

Disposal of Invensys Rail provides opportunity to simplify Group structure and reduce costs Reduce both Group centre and divisional overheads Annual cost savings at around 25m from April 2014 One-off cash costs expected to be 30m predominantly in FY2014 Expect ongoing restructuring will no longer be an exceptional charge

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Invensys 28 November 2012

Retained Group
Invensys Operations Management A leading provider of industrial software Top 3 global installed base of DCS and worlds leading safety system Niche manufacturer of equipment used in industrial applications Invensys Controls Leading manufacturer of appliance controls Major supplier of monitoring and controls in commercial refrigeration Climate controls for residential/small commercial buildings, optimising energy efficiency
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Invensys 28 November 2012

Retained Group benefits from facing higher growth energy and emerging markets
FY2012 revenues by end-market FY2012 revenues by geography

Energy markets represent c.33% of revenues

Emerging markets represent c.35% of revenues and c.52% of order book

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Invensys 28 November 2012

Retained Group Revenue

2012 Revenue m Software Systems Equipment - industrial Invensys Operations Management Equipment - commercial /wholesale Appliance Invensys Controls 231 765 276 1,272 201 (4%) 2012 Growth at CER v 2011 16% 14% 6% % of Retained Group 13% 43% 16% 72% 12% Mid teens Indicative* EBIT margins % Mid 20s High single Mid teens

Investment priorities

291 492

(14%)

16% 28%

Single

41% of Retained Group revenues from higher margin, higher growth areas
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Invensys 28 November 2012

* Before central costs

Retained Group Revenue

How we will operate in FY2014
2012 Revenue m 2012 Growth at CER v 2011 % of Retained Group Indicative* EBIT margins % Investment priorities

Software

231

16%

13%

Mid 20s

Equipment - industrial Equipment - commercial /wholesale

276 201 477

6% (4%) 1% 14%

16% 12% 28% 43%

Mid teens Mid teens

Systems

765

High single

Appliance

291

(14%)

16%

Single

Streamlined portfolio has fastest growth in highest margin businesses Organic growth will be coupled with M&A to drive EBIT growth
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Invensys 28 November 2012

* Before central costs

Investing for future growth

Priorities
Software R&D in growth areas such as simulation and optimisation Consolidator of fragmented industrial software market Product development to enhance niche positions Acquisitions of companies with products that broaden offering New product development and geographic expansion Focus on energy monitoring and efficiency, wireless solutions and energy and controls systems for residential and small retail customers R&D to maintain strong market position Significant past investment in lean and low cost manufacturing Ensure enhanced profitability when markets recover

Equipment - industrial

Equipment commercial /wholesale

Systems Appliance

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Invensys 28 November 2012

Retained Group key takeaways

Remaining businesses have strong fundamentals and will allow us to grow faster than European industrial peers
Our software and equipment businesses have leading market positions and no issues of scale Our fastest growing business, software, is also our highest margin % We have free cash to invest in the growth potential of software and equipment (c.f. Spiral Software) Estimated cash post transaction is 518m (or around 400m net of normal business funding needs)

Step change in pension position

Long term funding solution Cessation of 40-47m annual payments which benefits free cash flow

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Invensys 28 November 2012

Timetable

Class 1 circular and Notice of General Meeting posted to shareholders General Meeting held to approve disposal of Invensys Rail Invensys Capital Markets Day on Retained Group Expected date of completion of disposal of Invensys Rail

As soon as practicable Late December 2012 TBC in 2013 Q2 Calendar 2013

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Slide 18

Invensys 28 November 2012

Invensys and the Invensys logo are trade marks of Invensys plc

Invensys software benchmarking

Aveva
Mar YE (m) Revenue % growth EBIT % growth % margin FV/Revenue FV/EBIT 11A 174 55 12A 196 12.6% 62 13.8% 31.8% 13E 222 13.1% 69 10.1% 30.9% 5.5x 17.7x 14E 246 11.1% 79 15.1% 32.0% 4.9x 15.4x

Aspen Technologies
Mar YE (m) Revenue % growth EBIT % growth % margin FV/Revenue FV/EBIT 11A 144 (15) 12A 173 20.3% 10 nm nm 13E 209 21.1% 37 nm 17.5% 7.1x nm 14E 255 21.6% 71 nm 27.7% 5.8x nm

Source: Company reports, Brokers estimates, Factset as at 2 November 2012

Source: Company reports, Brokers estimates, Factset as at 2 November 2012

Manhattan Associates
Mar YE (m) Revenue % growth EBIT % growth % margin FV/Revenue FV/EBIT 11A 189 29 12A 211 11.5% 42 45.3% 20.0% 13E 237 12.5% 56 33.3% 23.7% 2.9x 12.4x 14E 260 9.5% 63 12.4% 24.3% 2.7x 11.0x

Bentley Systems (private company)

Source: Company reports, Brokers estimates, Factset as at 2 November 2012

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Invensys 28 November 2012