FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader: BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose SCHNEIDER ELECTRIC SA
relevant securities this form relates:
(c) Name of the party to the offer with which exempt Advisor to Offeree
principal trader is connected
(d) Date position held/dealing undertaken: 3 January 2014
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect INVENSYS PLC
of any other party to this offer?

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 1,916,675 0.34% 1,519,150 0.27%
(2) Derivatives (other than
options): 1,572,993 0.28% 407,003 0.07%
(3) Options and agreements to
purchase/sell: 682,000 0.12% 869,000 0.15%
(4) TOTAL:
4,171,668 0.74% 2,795,153 0.50%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant Purchase/sale Number of Price per unit
security securities
ORD Purchase 29 62.4700 EUR
ORD Purchase 39 62.4200 EUR
ORD Purchase 40 62.4055 EUR
ORD Purchase 46 62.8700 EUR
ORD Purchase 52 62.5800 EUR
ORD Purchase 59 62.4300 EUR
ORD Purchase 166 62.5400 EUR
ORD Purchase 269 62.6287 EUR
ORD Purchase 294 62.3100 EUR
ORD Purchase 300 62.5600 EUR
ORD Purchase 307 62.4800 EUR
ORD Purchase 345 62.5100 EUR
ORD Purchase 379 62.4500 EUR
ORD Purchase 471 62.5080 EUR
ORD Purchase 500 62.3900 EUR
ORD Purchase 541 62.5022 EUR
ORD Purchase 641 62.5000 EUR
ORD Purchase 1,546 62.4964 EUR
ORD Purchase 2,340 62.8292 EUR
ORD Purchase 3,460 62.6383 EUR
ORD Purchase 14,217 62.6254 EUR
ORD Purchase 16,138 62.6818 EUR
ORD Purchase 44,975 62.7400 EUR
ORD Purchase 1,472 62.5713 EUR
ORD (traded as ADR) Purchase 2 16.8900 USD
ORD (traded as ADR) Purchase 226 16.9485 USD
ORD (traded as ADR) Sale 2 16.8900 USD
ORD (traded as ADR) Sale 226 16.9485 USD
ORD Sale 29 62.4700 EUR
ORD Sale 39 62.4200 EUR
ORD Sale 40 62.4055 EUR
ORD Sale 46 62.8700 EUR
ORD Sale 52 62.5800 EUR
ORD Sale 55 62.8900 EUR
ORD Sale 59 62.4300 EUR
ORD Sale 149 62.5400 EUR
ORD Sale 213 62.7554 EUR
ORD Sale 307 62.4800 EUR
ORD Sale 345 62.5100 EUR
ORD Sale 357 62.5600 EUR
ORD Sale 479 62.4500 EUR
ORD Sale 623 62.5096 EUR
ORD Sale 651 62.5367 EUR
ORD Sale 942 62.5554 EUR
ORD Sale 1,131 16.9485 USD
ORD Sale 1,147 62.5053 EUR
ORD Sale 2,022 62.5000 EUR
ORD Sale 2,402 62.6016 EUR
ORD Sale 2,650 62.5437 EUR
ORD Sale 8,411 62.5907 EUR
ORD Sale 9,418 62.5598 EUR
ORD Sale 9,531 62.5981 EUR
ORD Sale 10,177 62.6387 EUR
ORD Sale 19,997 62.4933 EUR

(b) Derivatives transactions (other than options)

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD SWAP Long 260 62.2818 EUR
ORD SWAP Long 300 62.5518 EUR
ORD CFD Long 2,402 62.6016 EUR
ORD CFD Long 2,588 62.6040 EUR
ORD CFD Long 7,597 62.6624 EUR
ORD CFD Long 8,411 62.5907 EUR
ORD CFD Short 17 62.5447 EUR
ORD SWAP Short 200 62.3600 EUR
ORD SWAP Short 200 62.3900 EUR
ORD CFD Short 2,340 62.8292 EUR
ORD SWAP Short 3,359 62.5341 EUR

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type

e.g. American, European etc.

Expiry date Option money paid/ received per unit

(ii) Exercising

Class of relevant security Product description

e.g. call option

Number of securities Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing

e.g. subscription, conversion

Details Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 6 Jan 2014
Contact name: Rajesh Muthanna
Telephone number: 020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

143221.01

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1. KEY INFORMATION

Identity of the person whose positions/dealings BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:
Name of offeror/offeree in relation to whose SCHNEIDER ELECTRIC SA
relevant securities this from relates:

2. OPTIONS AND DERIVATIVES

Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
relates
ORD Put Options Written -300,000 57.7500 European 18 Dec 2015
ORD Call Options Written -250,000 57.7500 European 18 Dec 2015
ORD Put Options Purchased 150,000 38.0000 American 20 Jun 2014
ORD Put Options Purchased 100,000 48.0000 American 19 Dec 2014
ORD Put Options Written -100,000 50.0000 American 19 Dec 2014
ORD Put Options Written -50,000 52.0000 American 19 Dec 2014
ORD Call Options Purchased 63,700 60.0000 American 21 Feb 2014
ORD Call Options Purchased 75,000 60.0000 American 19 Dec 2014
ORD Call Options Purchased 50,000 64.0000 American 19 Dec 2014
ORD Call Options Purchased 43,300 68.0000 American 17 Jan 2014
ORD Call Options Purchased 100,000 68.0000 American 20 Jun 2014
ORD Call Options Purchased 100,000 80.0000 American 19 Dec 2014
ORD Call Options Written -119,000 60.0000 American 21 Feb 2014
ORD Call Options Written -50,000 64.0000 American 19 Dec 2014

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

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