FORM 8.5 (EPT/NON-RI) - AMENDMENT

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: 31 December 2013
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect INVENSYS SA
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: 1,903,949 0.34% 1,524,069 0.27%
(2) Derivatives (other than
options): 1,572,497 0.28% 429,092 0.08%
(3) Options and agreements to
purchase/sell: 682,000 0.12% 869,000 0.15%
(4) TOTAL:
4,158,446 0.74% 2,822,161 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 (traded as ADR) Purchase 27 17.5000 USD
ORD Purchase 73 63.4550 EUR
ORD Purchase 105 63.0200 EUR
ORD Purchase 105 63.4400 EUR
ORD Purchase 118 63.3600 EUR
ORD Purchase 174 63.4100 EUR
ORD Purchase 300 63.1400 EUR
ORD Purchase 387 63.3767 EUR
ORD Purchase 396 63.0245 EUR
ORD Purchase 420 63.4253 EUR
ORD Purchase 512 63.0500 EUR
ORD Purchase 600 63.0300 EUR
ORD Purchase 662 63.0319 EUR
ORD Purchase 717 63.1253 EUR
ORD Purchase 932 63.0624 EUR
ORD Purchase 1,374 63.0901 EUR
ORD Purchase 1,446 63.3325 EUR
ORD (traded as ADR) Purchase 1,903 17.5293 USD
ORD Purchase 2,407 63.2089 EUR
ORD Purchase 3,184 63.0460 EUR
ORD Purchase 3,266 63.2790 EUR
ORD Purchase 6,047 63.4000 EUR
ORD Sale 10 63.0400 EUR
ORD (traded as ADR) Sale 27 17.5000 USD
ORD Sale 50 63.3900 EUR
ORD Sale 73 63.4550 EUR
ORD Sale 105 63.0200 EUR
ORD Sale 105 63.4400 EUR
ORD Sale 117 63.4192 EUR
ORD Sale 128 63.2650 EUR
ORD Sale 174 63.4100 EUR
ORD Sale 192 63.3600 EUR
ORD Sale 286 63.0500 EUR
ORD Sale 300 63.1400 EUR
ORD Sale 400 63.3500 EUR
ORD Sale 600 63.0300 EUR
ORD Sale 803 63.1465 EUR
ORD Sale 1,118 63.4413 EUR
ORD Sale 1,452 63.2737 EUR
ORD Sale 1,473 63.2176 EUR
ORD Sale 1,564 63.2472 EUR
ORD (traded as ADR) Sale 1,903 17.5293 USD
ORD Sale 5,160 63.2621 EUR
ORD Sale 5,610 63.3979 EUR
ORD Sale 7,498 63.2810 EUR
ORD Sale 9,515 17.5293 USD

(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 400 63.3417 EUR
ORD CFD Long 803 63.1465 EUR
ORD SWAP Long 1,452 63.2737 EUR
ORD SWAP Long 1,544 63.2670 EUR
ORD SWAP Long 5,200 63.4000 EUR
ORD SWAP Long 5,954 63.2765 EUR
ORD SWAP Long 6,633 63.2522 EUR
ORD SWAP Short 414 63.0232 EUR
ORD SWAP Short 565 63.0356 EUR
ORD CFD Long 9,515 17.5293 USD
ORD SWAP Short 1,214 63.0211 EUR
ORD SWAP Short 2,758 63.0985 EUR
ORD CFD Short 3,063 63.3165 EUR
ORD CFD Short 3,184 63.0460 EUR
ORD SWAP Short 6,000 63.4000 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: 3 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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