1

• Going for growth
• March 2006

2
Invensys Who are we?
3
Corporate Profile

• Invensys is a global control and automation
  company for process automation, residential
  homes, commercial building and rail signalling
  applications
• Listed on London Stock Exchange (ISYS. L), with
  1.2bn market capitalization (16 Jan 2006)
• Five operating businesses deliver efficiency from
  residential to industrial and transport
  applications
• - Controls (14,620 employees)
• - Process Systems (6,720 employees)
• - Rail Systems (2,830 employees)
• - APV (2,700 employees)
• - Eurotherm (1,140 employees)

4
What do we make possible?
Residential Commercial Building Comfort/Safety
and Automation
Process Automation and Transportation
Enabling companies to make safe, reliable and
energy efficient products that we all use and
enjoy everyday.
Making homes and offices safe and comfortable and
appliances safe, reliable and attractive
5
Our Global Footprint
Europe
APAC
Americas
90
25
Rest of World
8
400
Facilities Production RD
Employees
6
Well-known Industrial Brands
7
Invensys Revenue continuing operations
FY05 Revenue mix by destination
MEA 4
China 3
South America 4
FY05 Revenue by market
APAC 13
Appliance 15.3
Rail 17.0
Europe 41
Residential property 7.3
Food, Beverage Dairy 10.2
North America 38
Commercial property 5.2
Telecoms 0.1
IT 0.2
FY05 Revenue mix by continuing business
Batch manufacturing 4.5
Paper Pulp 0.9
Rail Systems 17
Pharma 1.2
General industries 18.6
Petrochemicals 2.6
Oil Gas Downstream 0.9
Controls 36
Oil Gas Upstream 9.6
APV 15
Utilities power 6.3
Eurotherm 5

• Diversified process, consumer, rail focused
  engineering group
• Large exposure to high-tech markets
• Strong and developing global proposition in
  Emerging markets, notable CEE and Asia

Process Systems 27
8
History up to re-financing in March 2004
Share price performance since 1 Feb 2004

• Invensys, a merger of two fast growing
  conglomerates
• Acquired businesses were inadequately integrated
• Aggressive use of balance sheet created legacy
  liabilities to be cleaned up
• Debt due in 2004 in combination with market down
  turn, low operational performance and value
  deterioration triggered
• Sale of 20 businesses for 2.2bn
• Equity placing of 0.5bn
• Secure and high yield debt 2.2bn

HY 04/05
1Q 04/05
3Q 04/05
FY 04/05
FY 04/05
3Q 05/06
1Q 05/06
Debt Refinancing March 2004
HY 05/06
9
Key strengths in the industry

• A worldwide leading engineering player in
  Controls and Automation
• Deepening coverage in emerging markets
• Improve innovation track record thanks to
  consistent RD investments
• On-going development in high-tech, growth
  businesses
• Rapidly improving operating performance and cash
  position
• New efficient organization international
  management

Objective Become the number one value provider
for our customers, employees and shareholders
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Business Strategy Review
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Value creation our game plan
Phase 1 Recovery
Phase 3 Growth
Phase 2 Renewal
Reduce legacy liabilities Operational improveme
nts and cash generation
Renew borrowing facilities at favourable rates
New set of opportunities for Invensys
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Approach to create value in recovery phase

• Reduce legacy liabilities
• Divest businesses for sale
• Execution efficiency
• Improve capabilities to grow
• Increase operating margin
• Improve free cash flow

13
Global Capital Goods Environment Key Drivers

• Automation and control systems market estimated
  between 55bn (source ARC 2003)
• China dominates growth in industrial equipment
  spending (GDP 8 pa)
• Global economic dynamics remain healthy
• Eastern Europe and Asia Pacific dominate growth
• Western Europe will grow more slowly than any
  other region
• Surge in capital expenditure within Automation
  sector fuelled by rise in raw material prices,
  coupled with a extended economic cycle
• Favorable macro-economic trends Energy,
  Efficiency, Safety

GDP growth
14
Capabilities for growth
Orders received - MAT
3Q 2005/06 commentary

• Process Systems grew orders by 17
• Order book increased by 25 since Q1 04/05
• Overall orders down 1 due to an exceptional Q3
  performance last year at Rail Systems
• Excluding Rail Systems, orders up 8 at CER

m
Revenue growth

• Orders in-line with Peer group sales growth
• Revenue lags behind as order mix has changed to
  more project business

15
Operating performance
3Q 2005/06 commentary
Operating margins - continuing businesses

• Margin improved from 7.4 to 7.6 QTR over QTR
• Mixed performance across businesses
• Excellent improvement in Process Systems
• Anticipated decline in Controls
• APV approaching breakeven and actions in place
  for sustainable improvement in ROS

Operating cash flow pre legacy - total Group

• Continued quarter on quarter improvement
• Strong operating cash flow of 67m
• Free cash flow pre legacy of 47m
• Working capital inflow of 26m
• DSO and DPO trends stabilising
• Excellent execution in our project businesses
• Further improvement in linearity

m
16
Free cash flow
Improved by 90
Improved by 71m to inflow
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Income statement
18
Net debt and legacy liabilities have been
steadily reducing
Net debt
Pensions
Down 35
Down 57
Environmental Litigation/ Transition/ Discounting

Taxation
Down 79
Down 86
19
Controls Review
20
Controls Today
of Invensys Revenue

• Global provider of control devices for products
  in residential homes and commercial buildings
  with strong positions in our served markets
• Large, profitable business with good positions in
  our served markets with strong customer
  relationships
• Current focus is improving operational execution,
  along with addressing organizational and cultural
  issues
• Pricing pressure in North America and Europe due
  to aggressive Asian component manufacturers and
  OEMS
• Chan Galbato joined as President, late 2005

36.3
of Invensys OPBIT
42.7
Based on FY2005 figures (Continuing) OPBIT before
Corporate Costs
21
Controls Serving Our Customers
FY05 Controls Revenue

• Develop and provide needed technology and after
  market support for traditional and conservative
  markets
• Improve manufacturing and product quality
• Improve supply chain management, with excellent
  on time delivery and quality
• Reduce our customers materials costs
• As manufacturing excellence is achieved, explore
  manufacturing capability in developing markets
• Develop reliable, low cost sources and supply
  chain
• Expand sales and service networks
• Increase manufacturing presence through JVs
• Earn price premium

Market Position 2
Appliance Customers Maytag/Whirlpool,
Electrolux, Arcelik Competitors Emerson,
Spitfire, Flextronics
356m
Market Position 1 to 5 dependent on segment
Climate (Residential) Customers Goodman,
Carrier, Rheem, Heatcraft, Walmart, Home Depot,
Menards, Lowes, Safeway Competitors Honeywell,
Emerson, Johnson, Danfoss, Sanhua, SIT, Kidde,
BRK, USI,
473m
Market Position 1
IMServ Customers BT, SSE Competitors MSL,
Siemens
54m
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Go Forward Plan
FOUNDATION
GROWTH
24 months
Ongoing

• Shape
• Increase proportion of manufacturing bases to low
  cost regions
• Increase share in Asian market

• Foundation
• Improve delivery capabilities
• Investing in efficiency (process and team work)
• New management team
• Merge appliance and climate businesses into one
  organisation
• Transition out of low margin business

Accelerate Increase share in Asian market Product
innovation Continuously improve operational
execution Rapidly adapt to global market
conditions Partnership to increase reach
2005
2007 Beyond
TODAY
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Process Systems Review
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Process Systems Today

• Global automation and control company for the
  process industry doing business in c.60 countries
• Solid brand equity market presence, credibility
  and history
• In-depth knowledge and application know-how
• Large customer base approximately 20bn
• Acquire new installed base in high-growth
  geographies
• China and Middle East
• Focus on Core Industries
• Refining/ Petrochemicals
• Upstream Oil and Gas
• Power
• Pharma and speciality Chemicals

of Invensys Revenue
26.9
of Invensys OPBIT
19.5
Based on FY2005 figures (Continuing) OPBIT before
Corporate Costs
25
Process Systems Where is growth?
Demand in developing countries driving
growthCurrent capacity is nearly fully
utilizedDemand not matched by supply
growthNew planned capacity will be mainly Asia
and Middle EastRising global regulatory
scrutiny
Refining Petrochemicals
Power
Global demand driving growthCurrent interest
(resurgence) of Nuclear optionConsolidation of
power markets in North America and
EMEAPrivatization in APAC regionChanging
regulatory environment
Production and TransportDemand in China and
India outpacing worldReserves must be replaced
in the next 15 years to meet demandGreat crew
changes worsening wave of experienced workers
leaving over next decadeProcessing (LNG)USA
domestic gas shortfallChina/South Asia energy
demandMiddle East Russia drives the
exploitation of previously uneconomic resources
Pharma Speciality Chemicals
Upstream Oil Gas
PharmaceuticalRapidly ageing population drives
demand100bn patent expirations in
2004Geo-politics compounds growing biological
demand gapRising global regulatory scrutiny
ChemicalsRenewed focus on core
businessesOvercapacity in developed
countriesRising industrialization of developing
countriesGlobal food demands will fuel market
for fertilizers and pesticides
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Current IPS Offerings Asset Performance
Management
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Go Forward Plan
FOUNDATION
GROWTH
18 months
Ongoing

• Shape
• Structure around customers and markets
• Adjust as necessary

• Foundation
• Increase Profitability
• Improve competitiveness
• Improve Cash Conversion
• Strengthen core processes
• Improve Capabilities
• Redirect resources to create service offerings
• Re-skilling sales channel

• Accelerate
• Consistent performance
• Continuously adapt
• Continuously innovative
• High growth profitability

2004
2006 Beyond
TODAY
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Rail Systems Review
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Rail Systems Today
of Invensys Revenue

• Leading provider of design, manufacture, supply,
  installation, commission and maintain
  safety-related rail signalling and control
  systems
• Provides a complete range of rail signalling and
  communications products, including safety relays,
  interlockings, track circuits, point machines,
  control centres and crossing predictors
• Current focus is leveraging expertise to create
  sustainable growth
• Our obligation is to make our solutions fit for
  purpose, complying fully with the customers
  requirements

16.9
of Invensys OPBIT
27.7
Based on FY2005 figures (Continuing) OPBIT before
Corporate Costs
30
Go Forward Plan
FOUNDATION
GROWTH
18 months
Ongoing

• Foundation
• Develop consistent sales growth
• Improve competitiveness
• Re-allocate resources
• Redirect resources to export markets
• Optimize organization and process initiatives
• Improve Cash flow and efficiency
• Strengthen core processes

• Shape
• Further develop export potential
• Build on UK, Iberian and North American expertise
• Leverage collaboration initiatives
• Capitalize on technology investment

• Accelerate
• Maximize market share
• Higher growth profitability
• Improve processes across businesses that deliver
  best practice

2004
2006 Beyond
TODAY
31
APV Review
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APV Today
of Invensys Revenue

• A global provider of high-quality process
  engineering solutions, components, automation and
  performance optimisation services to the dairy,
  food, brewery, beverage, pharmaceutical,
  healthcare, chemical and other selected
  industrial markets
• Current focus is improving operational execution,
  along with addressing organizational and cultural
  issues
• Offering towards products, services and spares
  from projects

14.8
of Invensys OPBIT
2.3
Based on FY2005 figures (Continuing) OPBIT before
Corporate Costs
33
Go Forward Plan
FOUNDATION
GROWTH
24 months

• Shape
• Change overhead structure to future business mix
• Change Supply Chain and Operations to lower cost
  and to growth markets
• Align Reporting and Management structures

• Foundation
• Change business mix to more products and
  after-market
• De-risk project business
• Improve efficiency (processes and team work)
• Improve operation performance
• Launch new product offerings

• Accelerate
• Consistent performance
• Earn price
• Channelled coverage to focus on technology
  growth
• Global Account Strategy

2005
2007 Beyond
TODAY
34
Eurotherm Review
35
Eurotherm Today

• Application expertise and innovative engineering
  provide world-leading customer solutions in
  Control, Data Management and Process Automation
• Proven vision and creativity in both product
  design and application engineering consistently
  been at the forefront of data recording and
  control technology, and continues to develop,
  manufacture and commission world-beating
  solutions for key processes

of Invensys Revenue
5.1
of Invensys OPBIT
7.8
Based on FY2005 figures (Continuing) OPBIT before
Corporate Costs
36
Go Forward Plan
FOUNDATION
GROWTH
12 months
Ongoing

• Shape
• Adapt product offering to wider process solutions
• Launch best-in-class controller
• Focus sales upon core market competencies

• Foundation
• Move operation to low cost countries and increase
  outsourcing
• Move capabilities to solution offering and faster
  growing markets and regions
• Adjust overhead structure to future business and
  regional focus

• Accelerate
• Consistent innovation
• Channelled coverage to select vertical markets
• Global Account Strategy

2006
2007 Beyond
TODAY
37
Strategic Outlook

• Overall 2005/06 performance expected to remain in
  
• line with expectations

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Conclusion

• Customers support turnaround
• Improved ability to execute and create value
• Generated positive cash flow before legacies
• Building capabilities for growth

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QACitigroup Conference March 2006