Q&A with Chairperson of Our Board

Ben Johnson has served as Chairperson since 2014 and as a non-executive director of our company since 2009.

How does the Board approach director recruitment?

How does the Board evaluate its effectiveness?

Can you discuss the Board’s role in shareholder engagement?

How do I communicate with the Board?

Where and when is the annual meeting this year?

Proxy Statement

      Proposal

   1

You are being asked to cast votes for nine directors: Sarah E. Beshar, Joseph R. Canion, Martin L. Flanagan, C. Robert Henrikson, Ben F. Johnson III, Denis Kessler, Sir Nigel Sheinwald, G. Richard Wagoner, Jr. and Phoebe A. Wood.

Recommendation of the board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE DIRECTOR NOMINEES.

This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

Listed below are the names, ages as of March 27, 2018 and principal occupations for the past five years of the director nominees.

Director nominees for 2018

Sarah E. Beshar

Sarah Beshar has served as a non-executive director of our company since May 2017 and has been an attorney with Davis Polk & Wardwell LLP for over 30 years. She joined the firm in 1986 and was named a partner in the Corporate Department in 1994. During more than three decades as a corporate lawyer, Ms. Beshar has advised Fortune 500 companies on an array of legal issues. She also served in a number of management roles at the firm, including as the lead partner of one of the firm’s largest financial services clients from 2008 to 2015. She presently serves as Senior Counsel at the firm.

Ms. Beshar is a member of the corporate board of Lincoln Center, a conservation fellow of the Whitney Museum and a trustee of the Episcopal Charities and of US board of the University of Western Australia. Ms. Beshar graduated from the University of Western Australia with a B.A. in Law and Jurisprudence in 1981. Ms. Beshar also graduated from Oxford University in 1984 with a Bachelor of Civil Law degree from Magdalen College. She was awarded an Honorary Doctorate in Law from the University of Western Australia in 2015.

 Sarah E. Beshar

 Non-executive director

 Age        Tenure

 59           1 Year

 Committees:

 - Audit

 - Compensation

 - Nominating and

   Governance

 Qualifications:

 - Industry expertise

 - Legal expertise

∎ Relevant industry experience: As a member of her firm’s capital markets practice, as an advisor to some of the largest global companies, and with significant experience in the development of new financial products, Ms. Beshar has broad exposure and experience to the issues in our industry.

∎ Legal and regulatory expertise: Ms. Beshar has over three decades of experience as a corporate lawyer and strategic advisor on the legal issues facing large financial services companies such as Invesco. Ms. Beshar has significant experience in U.S. and global capital markets transactions, as well as securities, compliance, and corporate governance issues. In addition, Ms. Beshar led large teams at Davis Polk advising financial institutions on complex investment products for both retail and institutional investors. The breadth of Ms. Beshar’s background is particularly helpful to the Board of Directors of Invesco as it assesses the legal and strategic ramifications of key business priorities and initiatives.

Joseph R. Canion

Joseph Canion has served as a non-executive director of our company since 1997 and was a director of a predecessor constituent company (AIM Investments) from 1993 to 1997, when Invesco acquired that entity. Mr. Canion co-founded Compaq Computer Corporation in 1982 and served as its chief executive officer from 1982 to 1991. He also founded Insource Technology Group in 1992 and served as its Chairman until September 2006, was a director of ChaCha Search, Inc. from 2007 until August 2017 and is a current director of Azevtec, Inc. He is on the board of directors of Houston Methodist Research Institute. Mr. Canion received a B.S. and M.S. in electrical engineering from the University of Houston.

Director qualifications

∎ Former public company CEO, global business experience: Mr. Canion has notable experience as an entrepreneur, having co-founded a business that grew into a major international technology company. We believe that his experience guiding a company throughout its business lifecycle has given him a wide-ranging understanding of the types of issues faced by public companies.

∎ Relevant industry experience: Mr. Canion has extensive service as a board member within the investment management industry, having also served as a director of AIM Investments, a leading U.S. mutual fund manager, from 1993 through 1997 when Invesco acquired AIM.

∎ Information technology industry experience: Mr. Canion has been involved in the technology industry since co-founding Compaq Computer Corporation and founding Insource Technology Group.

 Joseph R. Canion

 Non-executive director

 Age            Tenure

 73                21 Years

 Committees:

 -  Nomination and Corporate Governance (Chair)

 Qualifications:

 -  Public company CEO

 -  Executive leadership

 -  Industry experience

 -  Global business

   experience

 -  IT industry experience

 -  Public company

   board experience

Martin L. Flanagan, CFA & CPA

Martin Flanagan has been a director and President and Chief Executive Officer of Invesco since 2005. He is also a trustee and vice-chairperson of the Invesco Funds (the company’s U.S. open- and closed-end funds). Mr. Flanagan joined Invesco from Franklin Resources, Inc., where he was president and co-chief executive officer from 2004 to 2005. Previously, he held numerous positions of increasing responsibility at Franklin – co-president, chief operating officer, chief financial officer and senior vice president from 1993 - 2003. Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co. He serves on the Board of Governors and as a member of the Executive Committee for the Investment Company Institute, and is a former Chairperson of the association. He also serves as a member of the executive board at the SMU Cox School of Business and is involved in a number of civic activities in Atlanta. Mr. Flanagan is a CFA charterholder and a certified public accountant. Mr. Flanagan earned a B.A. and B.B.A. from Southern Methodist University (SMU).

Director qualifications

∎  Public company CEO, relevant industry experience: Mr. Flanagan has spent over 30 years in the investment management industry, including roles as an investment professional and a series of executive management positions in business integration, strategic planning, investment operations, shareholder services and finance. Through his decades of involvement, including as former Chairperson of our industry’s principal trade association, the Investment Company Institute, he has amassed a broad understanding of the larger context of investment management.

∎ Financial and accounting expertise: Mr. Flanagan obtained extensive financial accounting experience with a major international accounting firm and serving as chief financial officer of Franklin Resources. He is a chartered financial analyst and certified public accountant.

 Martin L. Flanagan

 President and CEO

 Age            Tenure

 57               13 Years

 Qualifications:

 -  Public company CEO

 -  Executive leadership

 -  Industry experience

 -  Global business

   experience

 -  Financial and accounting experience

C. Robert Henrikson

Robert Henrikson has served as a non-executive director of our company since 2012. Mr. Henrikson was president and chief executive officer of MetLife, Inc. and Metropolitan Life Insurance Company from 2006 through 2011, and he served as a director of MetLife, Inc. from 2005, and as Chairman from 2006 through 2011. During his more than 39-year career with MetLife, Inc., Mr. Henrikson held a number of senior positions in that company’s individual, group and pension businesses. Mr. Henrikson is a former Chairman of the American Council of Life Insurers, a former Chairman of the Financial Services Forum, a director emeritus of the American Benefits Council and a former member of the President’s Export Council. Mr. Henrikson also serves as Chairman of the board of the S.S. Huebner Foundation for Insurance Education, as a member of the boards of trustees of Emory University and Indian Springs School and a member of the board of directors of Americares. Mr. Henrikson earned a bachelor’s degree from the University of Pennsylvania and a J.D. degree from Emory University School of Law. In addition, he is a graduate of the Wharton School’s Advanced Management Program.

Director qualifications

∎ Former public company CEO, relevant industry experience: Mr. Henrikson’s more than 39 years of experience in the financial services industry, which includes diverse positions of increasing responsibility leading to his role as chief executive officer of MetLife, Inc., have provided him with an in-depth understanding of our industry.

∎ Public company board experience: Mr. Henrikson currently serves on the Board of Directors of Swiss Re (Chair of the compensation committee, member of the chairman’s and governance committee and the finance and risk committee). Until 2011, Mr. Henrikson served as the chairperson of the board of MetLife, Inc.

C. Robert Henrikson

Non-executive director

Age            Tenure

70               6 Years

Committees:

- Audit

- Compensation (Chair)

- Nomination and

  Corporate Governance

Qualifications:

-  Public company CEO

-  Executive leadership

-  Industry experience

-  Global business

   experience

-  Public company board

   experience

Ben F. Johnson III

Ben Johnson has served as Chairperson of our company since 2014 and as a non-executive director of our company since 2009. Mr. Johnson served as the managing partner at Alston & Bird LLP from 1997 to 2008. He was named a partner at Alston & Bird in 1976, having joined the firm in 1971. He earned his B.A. degree from Emory University and his J.D. degree from Harvard Law School.

Director qualifications

∎ Executive leadership, legal expertise: Mr. Johnson possesses more than a decade of experience leading one of the largest law firms in Atlanta, Georgia, where Invesco was founded and grew to prominence. His more than 30-year career as one of the region’s leading business litigators has given Mr. Johnson deep experience of the types of business and legal issues that are regularly faced by large public companies such as Invesco.

∎ Civic and private company board leadership: Mr. Johnson serves on the Executive Committee of the Atlanta Symphony Orchestra and as a Trustee of The Carter Center and the Charles Loridans Foundation. Mr. Johnson is Chair Emeritus of Atlanta’s Woodward Academy, having served as Chair from 1983 to 2017, and served as Chair of the Board of Trustees of Emory University from 2000-2013. He is also Chair and a non-executive director of Summit Industries, Inc., a privately-held company.

Ben F. Johnson III

Chairperson of the Board

Age            Tenure

74               9 Years

Committees:

-  Audit

-  Compensation

-  Nomination and

   Corporate Governance

Qualifications:

-  Executive leadership

-  Legal expertise

Denis Kessler

Denis Kessler has served as a non-executive director of our company since 2002. Mr. Kessler is Chairman and chief executive officer of SCOR SE. Prior to joining SCOR, Mr. Kessler was Chairman of the French Insurance Federation, senior executive vice president of the AXA Group and executive vice chairman of the French Business Confederation. Mr. Kessler previously served as a member of the supervisory board of Yam Invest N.V. from 2008 until 2014, a privately-held company, and currently serves as a global counsellor of The Conference Board. Mr. Kessler is a graduate from École des Hautes Études Commerciales (HEC Paris). He holds a Doctorat d’Etat from the University of Paris and Doctor Honoris Causa from the Moscow Academy of Finance and the University of Montreal. In addition, he is a qualified actuary.

While Mr. Kessler is currently the CEO and Chairperson of a public company and serves as an outside director of two public companies (Invesco and BNP Paribas), he has demonstrated a continued commitment to Invesco, which is reflected, in part, by his attendance at all but one of Invesco’s Board of Director’s meetings and all but one of the Board’s Committees’ meetings during 2017. Mr. Kessler’s unique perspective, fueled by his experience as an economist, his diverse international business experience and current position with a major global reinsurance company, significantly enhances the skill set of our Board of Directors by providing, among other things, valuable insight into both the investment management industry’s macro-economic positioning over the long term across multi-geographies as well as our company’s particular challenges within that industry. The fact that his current position and experience is in a similar industry as the company, combined with his 16 years of service on our Board, allows Mr. Kessler to quickly achieve a sophisticated understanding of the issues to be addressed by the company and its industry.

 Denis Kessler

 Non-executive director

 Age            Tenure

 66               16 Years

 Committees:

 -  Audit

 -  Compensation

 -  Nomination and

   Corporate Governance

 Qualifications:

 -  Public company CEO

 -  Executive leadership

 -  Industry experience

 -  Global business

   experience

 -  Public company board

   experience

Director qualifications

∎ Public company CEO, relevant industry experience: Mr. Kessler’s experience as an economist and chief executive of a major global reinsurance company have combined to give him valuable insight into both the investment management industry’s macro-economic positioning over the long term as well as our company’s particular challenges within that industry.

∎ Global business experience: Mr. Kessler’s experience as a director of a variety of international public companies in several industries over the years enables him to provide effective counsel to our Board on many issues of concern to our management.

∎ Public company board experience: Mr. Kessler currently serves on the boards of SCOR SE and BNP Paribas SA (accounts committee (president)). He previously served on the boards of directors of Bollore from 1999 until 2013, Fonds Strategique d’Investissement from 2008 until 2013 and Dassault Aviation from 2003 until 2014.

Sir Nigel Sheinwald

Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. Sir Nigel also serves as a non-executive director of Raytheon UK and a senior advisor to the Universal Music Group. He is also a visiting professor and member of the Council at King’s College, London. In addition, Sir Nigel is the Chairperson of the U.S.-U.K. Fulbright Education Commission and serves on the Advisory Boards of the Ditchley Foundation, BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow.

Director qualifications

∎ Global and governmental experience, executive leadership: Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations.

∎ Public company board experience: Sir Nigel currently serves on the Board of Directors of Royal Dutch Shell plc (member of the Corporate and Social Responsibility and Remuneration Committees).

 Sir Nigel Sheinwald

 Non-executive director

 Age            Tenure

 64               3 Years

 Committees:

 -  Audit

 -  Compensation

 -  Nomination and

   Corporate Governance

 Qualifications:

 -  Executive leadership

 -  Government experience

 -  Public company board

   experience

G. Richard Wagoner, Jr.

G. Richard (“Rick”) Wagoner, Jr. has served as a non-executive director of our company since 2013. Mr. Wagoner served as Chairman and chief executive officer of General Motors Corporation (“GM”) from 2003 through March 2009, and had been president and chief executive officer since 2000. Prior positions held at GM during his 32-year career with that company include president and chief operating officer, executive vice president and president of North American operations, executive vice president, chief financial officer and head of worldwide purchasing, and president and managing director of General Motors do Brasil. On June 1, 2009, GM and its affiliates filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York, seeking relief under Chapter 11 of the U.S. Bankruptcy Code. Mr. Wagoner was not an executive officer or director of GM at the time of that filing. Mr. Wagoner is a member of the board of directors of several privately-held companies. In addition, he advises private equity firms, an investment bank and a number of start-up and early-stage ventures. Mr. Wagoner is a member of the board of visitors of Virginia Commonwealth University, Chair of the Duke Kunshan University Advisory Board and a member of Duke University’s Health System Board of Directors and Fuqua School of Business Advisory Board. He is also a member of the Leapfrog Group Board of Directors, a non-profit organization. In addition, he is a honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

∎ Former public company CEO, global business experience: Mr. Wagoner brings to the Board valuable business, leadership and management insights into strategic direction and international operations gained from his 32-year career with GM.

∎ Financial and accounting expertise: Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as one of our audit committee’s financial experts, as defined under rules of the Securities and Exchange Commission (“SEC”).

∎ Public company board experience: Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee) since 2010.

 G. Richard Wagoner, Jr.

 Non-executive director

 Age            Tenure

 65               5 Years

 Committees:

 -  Audit

 -  Compensation

 -  Nomination and

   Corporate Governance

 Qualifications:

 -  Public company CEO

 -  Executive leadership

 -  Global business

   experience

 -  Financial and accounting experience

 -  Public company board

   experience

Phoebe A. Wood

Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood and served as vice chairman, chief financial officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was vice president, chief financial officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves on the boards of trustees for the Gheens Foundation, the American Printing House for the Blind, and Pitzer College. From 2001 to 2011, Ms. Wood was a member of the board of trustees for Smith College and a trustee of the University of Louisville from 2009 to 2015. Ms. Wood received her A.B. degree from Smith College and her M.B.A. from University of California Los Angeles.

Director qualifications

∎ Executive leadership, global business experience: Ms. Wood has extensive experience as both a director and a member of senior financial management of public companies in a variety of industries.

∎ Financial and accounting expertise: Ms. Wood has significant accounting, financial and business expertise, which is valuable to our directors’ mix of skills, and she has been designated as one of our audit committee’s financial experts, as defined under rules of the SEC.

∎ Public company board experience: Ms. Wood serves on the following boards: Leggett & Platt, Incorporated (compensation (Chair) and audit committees), Pioneer Natural Resources Company (audit, nominating and corporate governance committees) and PPL Corporation (compensation, governance and nomination committee).

Phoebe A. Wood

Non-executive director

Age            Tenure

64               8 Years

Committees:

-  Audit (Chair)

-  Compensation

-  Nomination and

   Corporate Governance

Qualifications:

-  Executive leadership

-  Global business

   experience

-  Financial and accounting

   expertise

-  Public company board

   experience

Director independence

1

Annual board and

committee evaluations

The Board engages an independent external advisor specializing in corporate governance to coordinate the Board’s self assessment by its members. The advisor has each director complete a questionnaire and then performs one-on-one confidential interviews with directors. In addition to the questionnaires and interviews of each director, interviews are also conducted with those members of executive management who attend Board meetings on a regular basis.

2

Report to board

The advisor prepares and presents in person a report to the Board, which discusses the findings of the advisor based upon its reviews. The report also discusses governance trends which the Board may want to take into consideration.

3

Board and

committee review

The Board then discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees.

Director recruitment

1

Determine

candidate pool

The Nomination and Corporate Governance Committee reviews and updates its criteria for prospective directors based on succession planning for directors, to fill gaps in skill sets among current directors and to address new or evolving needs of the company. The company utilizes each of the following to aid in this process:

- Independent directors

- Independent search firms

2

Review

recommendations

Candidates meet with members of the Nomination and Corporate Governance Committee, the Board Chair and the other Board members who assess candidates based on several factors, including whether the nominee has skills that will meet the needs of the company’s long-term strategic objectives and will bring diversity of thought, global perspective, experience and background to our Board. While the Committee routinely considers diversity as a part of its deliberations, it has no formal policy regarding diversity.

3

Make recommendations

to the board

Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the Company. Qualified candidates are presented to the Board of Directors.

4

Outcome

Three new directors since 2013 adding the following skills and traits to our Board:

-  Gender Diversity

-  Public Company CEO

-  Global business leadership

-  Government experience

-  Financial and accounting expertise

-  Industry experience

-  Non-U.S. Directors

-  Legal Experience

-  Executive leadership

The Nomination and Corporate Governance Committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

∎  be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;

∎  be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

∎  be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director and Board committee member; and

∎  have the capacity and desire to represent the best interests of the shareholders as a whole.

Why we engage

One of our key priorities is ensuring robust outreach and engagement with shareholders, the owners of the company in order to:

∎ Provide transparency into our business, governance practices and compensation programs

∎ Determine which issues are important to our shareholders and share our views on those issues

∎ Identify emerging issues that may impact our business and influence our practices

1

Investor relations and

senior management

2

Shareholders

We also engage with representatives of our major shareholders through conference calls that occur outside of proxy season. These exchanges cover our executive compensation program, risk management, ESG, strategic planning processes and emerging governance practices generally and specifically with respect to Invesco.

3

Board involvement

Our Chairperson of the Board and members of our compensation committee have participated in certain shareholder meetings and management provides feedback to our directors based on its shareholder meetings where directors were not present.

4

Outcomes from investor

feedback

-  Adopted proxy access

-  Declassified Board

-  Added performance vesting criteria to our equity awards and increased the amount of such equity subject to performance vesting

-  Increased the required performance period from 1 to 3 years for our performance-based equity awards

-  Added a cash bonus cap to our chief executive officer pay

-  Enhanced our proxy disclosures regarding risk management, ESG and strategic planning

-  Highlighted our Corporate Social Responsibility Report, which is posted on our website

Communications with the Chairperson and other non-executive directors

Mail: Invesco Ltd.

1555 Peachtree Street N.E.

Invesco Ltd.

1555 Peachtree Street N.E.

Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines (“Guidelines”) and Terms of Reference for our Chairperson and for our Chief Executive Officer, each of which is available in the corporate governance section of the company’s website. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

Board leadership structure

As described in the Guidelines, the company’s business is conducted day-to-day by its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board Chairperson positions. The Board believes separation of these roles: (i) allows the Board more effectively to monitor and evaluate objectively the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance; (ii) allows the non-executive Chairperson to control the Board’s agenda and information flow; and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management or in the character of the company’s business and operations.

Code of conduct and directors’ code of conduct

As part of our ethics and compliance program, our Board has approved a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on the company’s website. In addition, we have adopted a separate Directors’ Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on the company’s website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.

Board’s role in risk oversight

specific and geographic risk management committees, under the auspices of the Corporate Risk Management Committee, maintains an ongoing risk assessment, management and monitoring process that provides a bottom-up perspective on the specific risk areas existing in various domains of our business.

∎  The Compensation Committee considers multiple performance metrics in establishing the company-wide annual incentive pool each year, so no one metric creates an undue reward that might encourage excessive risk taking. The Committee does not attempt to rank or assign relative weight to any factor, but instead applies its judgment in considering them in their entirety;

∎  The vast majority of investment professional bonus plans have multi-year measurement periods, caps on earnings and discretionary components;

∎  Sales and commission plans generally contain multiple performance measures and discretionary elements; and

∎  Executives receive a substantial portion of compensation in the form of long-term equity that vests over multi-year periods. Time-based equity awards vest ratably over a four-year period. Performance-based equity awards are subject to a three-year performance period and three-year cliff vesting. As in the past, the achievement of financial performance for the performance-based equity awards must be certified by the Compensation Committee and the awards are subject to a clawback. Executives are also subject to our stock ownership policy.

The Audit Committee routinely receives reports from the control functions of finance, legal, compliance and internal audit. The Global Head of Internal Audit reports to the Chairperson of the Audit Committee. The Audit Committee oversees the internal audit function’s planning and resource allocation in a manner designed to ensure testing of controls and other internal audit activities are appropriately prioritized in a risk-based manner. The Audit Committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company’s independent public auditors.

Investment and corporate stewardship - environmental, social and governance responsibility

∎ In June 2013, Invesco became a signatory to the United Nations Principles for Responsible Investment (“PRI”), which is the leading global responsible investment network of investment managers. Invesco’s most recent annual rating from PRI on Strategy and Governance is an “A+”, representing a score of 95% or higher. In all eight categories tracked by PRI, Invesco matched or outperformed its peer group, reflecting our commitment and success in this area. Invesco’s PRI transparency report is publicly available at www.unpri.org. Invesco is also a signatory to the UK Stewardship Code and Japan Stewardship Code, which, like PRI, promote active engagement in corporate governance. Additional information about Invesco’s commitment to Principles for Responsible Investment is available under the About Us tab on the company’s website.

∎ Invesco believes the voting of proxies should be managed with the same care as all other elements of the investment process. The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco’s Investment Stewardship and Proxy Voting Annual Report is also available under the About Us tab on the company’s website.

∎ The Invesco Corporate Responsibility Committee (“CRC”), which includes executive management sponsorship and representation, oversees and drives the company’s global corporate and investment stewardship programs and policy. The committee, working in coordination with global workstreams, drives the strategy, oversight and governance of our internal programs and demonstrates Invesco’s broad executive leadership commitment to responsible investment. The CRC provides direction to Invesco’s investment and corporate stewardship leaders on core ESG topics, participation in industry advocacy and policy efforts and participation in charitable and community organizations to enhance our impact in sustainable global efforts.

∎ Our company is a constituent of the FTSE4Good Index Series, which seeks to help investors identify organizations with good track records of corporate social responsibility.

∎ Invesco has also made significant progress in reducing our impact on the environment at a number of our global locations. Our Atlanta, Dublin, Frankfurt, Henley, Houston, Hyderabad, London, New York, Prince Edward Island and Toronto locations, which comprise approximately 80% of Invesco’s employees around the world, are ISO 14001 registered - a certification that Invesco has the framework in place to effectively manage its environmental responsibilities.

∎ Invesco has received certification in the Leadership in Energy and Environmental Design (LEED) program. Our Hyderabad office achieved the highest platinum standard, while our New York office achieved the gold standard and our Atlanta headquarters and Houston office achieved the silver standard. LEED certification is globally recognized as the premier mark of achievement in green building.

∎ Invesco participates in the Carbon Disclosure Project, reporting on carbon emissions and reduction management processes and our commitment to sound environmental practices is summarized in our Global Carbon Emissions and Environmental Corporate Policy Statement found under the About Us tab on the company’s website.

∎ Our company provides equal opportunity in its employment and promotion practices and encourages employees to play active roles in the growth and development of the communities in which they live and work. Invesco conducts regular employee surveys to monitor employee satisfaction with results showing consistently high levels of employee engagement driven by many positive factors including employees’ perspectives regarding ethics and values at the company, the company’s strategy and direction, and opportunity for personal development.

∎ Employees are provided with a variety of elements to enable them to stay healthy, maintain a work-life balance and plan for retirement. These rewards include:

–  Comprehensive health and wellness programs

–  Retirement savings plans

–  Life insurance and income-protection benefits

–  Holiday and time-off benefits

–  Flexibility to help balance work and family responsibilities

–  Opportunities to develop professional skills and knowledge

–  Opportunities to contribute to their community

–  Opportunities to become an Invesco shareholder through our employee stock purchase plan

A+

PRI rating for Strategy and Governance and Fixed Income¹

7

Dedicated Responsible

Investing Team Members

45%

Of all of Invesco’s listed funds rated High/Above Average for Sustainability²

#3

Ranking among 20 asset managers and brokers with top 4 considered ESG leaders

We believe in the power of diversity

∎ We are supportive of this initiative and will apply this to Invesco globally with the CEO and each SMD as the senior executives responsible and accountable for gender diversity and inclusion;

∎ Globally, we’ve set a target for female representation of senior managers¹ to be between 30% - 40% by 2020 (currently 26%);

∎ We will share high-level diversity and inclusion activities that will aid our achievement of the target and support having greater diversity across the globe; and

∎ Goals on gender diversity will be included for Senior Managers, defined as the CEO and the SMDs, as part of their overall performance goals, and to be in support of gender diversity and inclusion activities.

In support of our aspirations, we are implementing a variety of activities focused on engaging, developing and retaining the many talented women who work for Invesco, while attracting new talent to help address any gaps. These initiatives include programs focused on developing the next generation of women leaders, training efforts intended to strengthen our inclusive culture and more robust recruitment practices to attract additional women into the firm. In addition to the overall regional targets highlighted above, each of the SMDs also has a number of specific activity-based goals.

All of these efforts are sponsored by the SMDs, supported by our senior leaders across the business, and incorporated into the firm’s business plans and leadership objectives. Across the globe, we continue to build our Invesco Women’s Network, which aims to:

∎ Provide development and mentorship opportunities;

∎ Encourage leadership and participation by women on committees, initiatives and key activities across the firm;

∎ Provide greater networking activities for women and men;

∎ Strengthen the firm’s focus on gender-specific topics; and

∎ Create awareness among client firms and the broader financial services community of Invesco’s commitment to engaging and developing women.

1   Senior Managers are defined as members of the regional group(s) leadership team(s) and their direct reports.

To measure our progress in a number of areas and provide input that helps us further strengthen our culture, Invesco conducts regular internal surveys to measure and monitor employee engagement. The most recent results showed continued high levels of employee engagement. In 2017, the drivers of engagement included employees’ perspectives regarding ethics and values at the company, the company’s strategy and direction, and the degree to which employees feel empowered and involved in decisions.

Cyber Security

Board meetings and annual general meeting of shareholders

During the calendar year ended December 31, 2017, the Board held 12 meetings (not including committee meetings). Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during 2017. The Board does not have a formal policy regarding Board member attendance at shareholder meetings. All of our directors attended the 2017 Annual General Meeting. The non-executive directors (those directors who are not officers or employees of the company and who are classified as independent directors under applicable NYSE standards) meet in executive session generally at each of the Board’s in-person meetings each year and at least once per year during a regularly scheduled Board meeting without management. Ben F. Johnson III, our Chairperson and a non-executive director, presides at the executive sessions of the non-executive directors.

Committee membership and meetings

Below is a description of each committee of the Board. The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Members:

Sarah E. Beshar

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood (Chair)

Independence:

Each member of the

committee is independent

and financially literate

Audit Committee

Financial Experts:

Ms. Wood and Mr.

Wagoner qualify

as defined by

SEC rules

Meetings in 2017:

10

The Audit Committee

Under its charter, the committee:

∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and rules of the SEC and is also “financially literate,” as defined under NYSE rules;

∎ members are appointed and removed by the Board;

∎ is required to meet at least quarterly;

∎ periodically meets with the head of Internal Audit and the independent auditor in separate executive sessions without members of senior management present;

∎ has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties; and

∎ reports to the Board regularly.

The committee’s charter sets forth its responsibilities, including assisting the Board in fulfilling its responsibility to oversee:

∎ the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements;

∎ the independent auditor’s qualifications and independence;

∎ the performance of the company’s internal audit function and independent auditor; and

∎ the company’s compliance with legal and regulatory requirements.

The committee’s charter is available on the company’s website.

Members:

Sarah E. Beshar

C. Robert Henrikson

(Chair)

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

Independence:

Each member of the

committee is independent

Meetings in 2017:

7

The Compensation Committee

Under its charter, the committee:

∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;

∎ members are appointed and removed by the Board;

∎ is required to meet at least four times annually; and

∎ has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties, including any compensation consulting firm.

The committee’s charter sets forth its responsibilities, including:

∎ annually approving the compensation structure for, and reviewing and approving the compensation of, senior officers and non-executive directors;

∎ overseeing the annual process for evaluating senior officer performance;

∎ overseeing the administration of the company’s equity-based and other incentive compensation plans; and

∎ assisting the Board with executive succession planning.

In addition, the committee meets at least annually to review and determine the compensation of the company’s non-executive directors. No executive officer of the company is involved in recommending or determining non-executive director compensation levels. See Director compensation below for a more detailed discussion of compensation paid to the company’s directors during 2017.

Members:

Sarah E. Beshar

Joseph R. Canion (Chair)

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

Independence:

Each member of the

committee is independent

Meetings in 2017:

7

The Nomination and Corporate Governance Committee

Under its charter, the committee:

∎ is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;

∎ members are appointed and removed by the Board;

∎ is required to meet at least four times annually; and

∎ has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties.

The committee’s charter sets forth its responsibilities, including:

∎ establishing procedures for identifying and evaluating potential nominees for director;

∎ recommending to the Board potential nominees for election; and

∎ periodically reviewing and reassessing the adequacy of the Corporate Governance Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval.

Director compensation

∎ that compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees;

∎ that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders; and

∎ that non-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels.

Non-executive directors (other than the Chairperson of the Board) received an annual basic fee paid in cash in the amount of $120,000.

In lieu of the above basic cash fee, the Chairperson of the Board received an annual cash fee of $400,000.

Non-executive directors also received an annual award of shares in the aggregate amount of $145,000.

The Chairperson of the Audit Committee received an additional annual cash fee of $50,000.

Compensation and Nomination and Corporate Governance Committee Chairperson’s fee

The Chairperson of the Compensation Committee and the Chairperson of the Nomination and Corporate Governance Committee each received an additional annual cash fee of $15,000.

We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Following its annual review of current market practices for directors of peer public companies in December 2017, the Compensation Committee determined that the compensation for non-executive directors will remain the same for 2018.

1  Based on current compensation levels, it is anticipated that Sir Nigel and Ms. Beshar will each attain the share ownership goal within the period required by the policy.

2  Includes deferred shares awarded under our legacy Deferred Fees Share Plan.

Director compensation table for 2017

The following table sets forth the compensation paid to our non-executive directors for services during 2017.

Name

Sarah E. Beshar¹

Joseph R. Canion

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

Retired director

Edward P. Lawrence

Sarah E. Beshar

Joseph R. Canion

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

Retired director

Edward P. Lawrence

Kevin M. Carome

Kevin Carome has served as general counsel of our company since 2006. Previously, he was senior vice president and general counsel of Invesco’s U.S. retail business from 2003 to 2005. Prior to joining Invesco, Mr. Carome worked with Liberty Financial Companies, Inc. (LFC) where he was senior vice president and general counsel from 2000 through 2001. He joined LFC in 1993 as associate general counsel and, from 1998 through 2000, was general counsel of certain of its investment management subsidiaries. Mr. Carome began his career at Ropes & Gray. He is a trustee of the U.S. Powershares ETFs and a director of ICI Mutual Insurance Company, the U.S. investment management industry captive insurer. He earned two degrees, a B.S. in political science and a J.D., from Boston College.

Kevin M. Carome

Senior Managing Director

and General Counsel

Age                 Tenure

61                    15 Years

Andrew T.S. Lo

Andrew T. S. Lo has served as head of Invesco Asia Pacific since 2001. He joined our company as managing director for Invesco Asia in 1994. Mr. Lo began his career as a credit analyst at Chase Manhattan Bank in 1984. He became vice president of the investment management group at Citicorp in 1988 and was managing director of Capital House Asia from 1990 to 1994. Mr. Lo was Chairperson of the Hong Kong Investment Funds Association from 1996 to 1997 and a member of the Council to the Stock Exchange of Hong Kong and the Advisory Committee to the Securities and Futures Commission in Hong Kong from 1997 to 2001. He earned a B.S. and an MBA from Babson College in Wellesley, Massachusetts.

Andrew T.S. Lo

Senior Managing Director

and Head of Invesco

Asia Pacific

Age                 Tenure

56                    24 Years

Gregory G. McGreevey

Gregory G. McGreevey has served as senior managing director, Investments, since March 2017, with responsibility for certain of Invesco’s global equity investment teams, equity trading, fixed income, Global Performance Measurement and Risk Group and investment administration. Previously, he was chief executive officer of Invesco Fixed Income from 2011 to March 2017. Prior to joining Invesco, Mr. McGreevey was president of Hartford Investment Management Co. and executive vice president and chief investment officer of The Hartford Financial Services Group, Inc. from 2008 to 2011. From 1997 to 2008, Mr. McGreevey served as vice chairman and executive vice president of ING Investment Management - Americas Region, as well as business head and chief investment officer for ING’s North American proprietary investments and chief executive officer of ING Institutional Markets. Before joining ING, Mr. McGreevey was president and chief investment officer of Laughlin Asset Management and president and chief operating officer of both Laughlin Educational Services and Laughlin Analytics, Inc. He is a Chartered Financial Analyst. Mr. McGreevey earned a B.B.A. from the University of Portland and an M.B.A. from Portland State University.

Gregory G. McGreevey

Senior Managing Director,

Investments

Age                 Tenure

55                    7 Years

Colin D. Meadows

Colin Meadows has served as chief administrative officer of Invesco since 2006. In September 2008, he expanded his role with responsibilities for operations and technology. In April 2014, his role further expanded to head alternative investments for the company. Mr. Meadows came to Invesco from GE Consumer Finance where he was senior vice president of business development and mergers and acquisitions. Prior to that role, he served as senior vice president of strategic planning and technology at Wells Fargo Bank. From 1996 to 2003, Mr. Meadows was an associate principal with McKinsey & Company, focusing on the financial services and venture capital industries, with an emphasis in the banking and asset management sectors. Mr. Meadows earned a B.A. in economics and English literature from Andrews University and a J.D. from Harvard Law School.

Colin D. Meadows

Senior Managing Director

and Chief Administrative

Officer

Age                 Tenure

47                    12 Years

Loren M. Starr

Loren Starr has served as senior managing director and chief financial officer of our company since 2005. His current responsibilities include finance, accounting, investor relations and corporate services. Previously, he served from 2001 to 2005 as senior vice president and chief financial officer of Janus Capital Group Inc., after working as head of corporate finance from 1998 to 2001 at Putnam Investments. Prior to these positions, Mr. Starr held senior corporate finance roles with Lehman Brothers and Morgan Stanley & Co. He served as a past Chairperson of the Association for Financial Professionals and is the Chairman of the Georgia Leadership Institute for School Improvement. Mr. Starr also serves on the boards of the Atlanta Track Club and the Woodruff Arts Center. Mr. Starr was named one of the best US CFOs by Institutional Investor magazine. He earned a B.A. in chemistry and B.S. in industrial engineering from Columbia University, as well as an M.B.A. from Columbia and an M.S. in operations research from Carnegie Mellon University.

Loren M. Starr

Senior Managing Director

and Chief Financial Officer

Age                 Tenure

56                    13 Years

Andrew R. Schlossberg

Andrew Schlossberg has served as senior managing director and head of EMEA (which includes the UK, continental Europe and the Middle East) since January 2016. Mr. Schlossberg joined Invesco in 2001 and has served in multiple leadership roles across the company, including his previous position as Head of US Retail Distribution and Global exchange-traded funds for Invesco. He has also served as U.S. chief marketing officer, head of Global Corporate Development (overseeing business strategy and mergers and acquisitions), and in leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions. Prior to joining Invesco, Mr. Schlossberg worked with Citigroup Asset Management and its predecessors from 1996 to 2000 as an equity research analyst on the US large-cap value equity team. Mr. Schlossberg is the Chair of the Board of Invesco UK (Invesco’s European Subsidiary Board) and is active in the financial services industry serving on the Board of the UK Investment Association and is a member of the CityUK Advisory Council, ICI Global Steering Committee, and the Diversity Project. He earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University.

Andrew R. Schlossberg

Senior Managing Director

and Head of EMEA

Age                 Tenure

44                    17 Years

Philip A. Taylor

Philip Taylor has served as senior managing director and head of Invesco’s Americas business since 2012. In addition, Mr. Taylor has responsibility for the firm’s exchange-traded funds capabilities globally and for human resources. Mr. Taylor leads Invesco’s most senior marketing leaders charged with the responsibility of further strengthening investment reputation, marketing expertise and effectiveness across the firm. Prior to becoming Head of Americas, Mr. Taylor served as Head of Invesco’s North American Retail business since 2006. He joined Invesco Canada in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer. He was named chief executive officer of Invesco Canada in 2002. Earlier in his career, Mr. Taylor was president of Canadian retail broker Investors Group Securities and co-founder and managing partner of Meridian Securities. He held various management positions with Royal Trust, now part of Royal Bank of Canada. Mr. Taylor began his career in consumer brand management in the U.S. and Canada with Richardson- Vicks, now part of Procter & Gamble. Mr. Taylor is a member of the dean’s advisory council of the Schulich School of Business and is involved in a number of music, arts and cultural activities in Canada. Mr. Taylor received a Bachelor of Commerce degree from Carleton University and an M.B.A. from the Schulich School of Business at York University.

Philip A. Taylor

Senior Managing Director

and Head of the Americas

Age                 Tenure

63                    19 Years

Executive Compensation

2017 Named executive officers

President and Chief

Executive Officer

Senior Managing Director

and Head of the Americas

Compensation Philosophy, Design and Process

Our compensation philosophy

To support our strategic objectives, we have structured our compensation programs at every level to achieve the following objectives:

∎ align individual awards with client and shareholder success;

∎ reinforce our commercial viability by closely linking rewards to results at every level;

∎ reinforce our meritocracy by differentially rewarding high-performers; and

∎ recognize and retain top talent by ensuring a meaningful mix of cash and deferred compensation.

Role of the compensation committee

The committee’s responsibilities include: (i) reviewing and making recommendations to the Board about the company’s overall compensation philosophy; (ii) approving the aggregate compensation pool; (iii) evaluating the performance of, and setting the compensation for, the Chief Executive Officer; and (iv) overseeing management’s annual process for evaluating the performance of, and approving the compensation for, all other executive officers.

In making these determinations, the committee considers our performance against our multi-year strategic objectives, year-over-year operating results and operating results versus peers.

Components of executive compensation and their purpose

We utilize a variety of compensation components to achieve our objectives. The compensation program for our executive officers, including the NEOs, consists of base salary and variable incentive compensation. The committee believes the majority of our executive officers’ pay should be incentive compensation - a combination of annual cash bonuses, annual stock deferral awards and long-term equity awards. The following table further describes each pay component, as well as its purpose and key measures.

-  Provides competitive fixed pay

-  Reasonable base compensation for day-to-day performance of job responsibilities

-  Evaluated annually, generally remains static unless promotion or adjustment due to economic trends in industry

-  Experience, duties and scope of responsibility

-  Internal and external market factors

-  Provides a competitive annual cash incentive opportunity

-  Based upon annual financial results and performance against long-term strategic objectives

-  Along with annual cash bonus, provides a competitive annual incentive opportunity

-  Aligns executive with client and shareholder interests

-  Encourages retention by vesting in equal annual increments over four years

-  Based upon annual financial results and performance against long-term strategic objectives

-  Recognizes long-term potential for future contributions to company’s long-term strategic objectives

-  Aligns executive with client and shareholder interests

-  Encourages retention by vesting in equal annual increments over four years

-  Based upon financial results and performance against long-term strategic objectives

-  50% of the combined value of the annual stock deferral and long-term equity awards is performance-based

-  Aligns executive with client and shareholder interests

-  Encourages retention by vesting at the end of a 3-year performance period

-  Performance-based vesting tied to adjusted operating margin

-  3-year performance period

Our variable incentive compensation

Each executive officer’s variable compensation is a combination of an annual cash bonus, an annual stock deferral award and a long-term equity award. Our executive officers’ incentive awards are funded from the company-wide incentive pool established annually by the compensation committee after a review of the company’s progress on multiple operating measures, the company’s progress toward achieving its strategic objectives and other factors. The committee does not attempt to rank or assign relative weight to any factor, but rather applies its judgment in considering them in their entirety. Approximately 53-63% of our NEOs’ compensation is deferred. For additional detail on the annual company-wide incentive pool, see Determining the 2017 Compensation of Our Executive Officers below.

Our annual awards

We use our annual awards, which consist of cash and annual stock deferral awards, to recognize current year performance and closely align employees’ interests with those of clients and shareholders, differentially reward high performers and link compensation to financial results. We grant awards denominated in our product fund offerings in lieu of annual stock deferral awards when required by local regulatory requirements. Our annual stock deferral awards generally vest over four years in 25% increments each year.

Our long-term equity awards

The committee believes long-term equity awards should align employee and shareholder interests and a portion of awards should be paid only upon achievement of targeted financial results. In particular, the committee believes that the design of the long-term equity awards should:

∎ focus our management on preserving value for our shareholders;

∎ hold our executives accountable for the sound management of the company; and

∎ tie a specific portion of our executive officers’ compensation to a measure that management can most directly influence that will ultimately lead to shareholder value.

Time-based awards

Long-term equity awards are time-based and generally vest ratably in 25% increments each year.

Performance-based awards

Fifty percent of the combined value of the annual deferral award and the long-term equity awards is performance based and tied to the achievement of adjusted operating margin over a three-year period. The committee believes tying the vesting to the achievement of adjusted operating margin over a multi-year period achieves its goals with respect to performance-based awards as follows:

∎ focuses discipline in corporate investments, initiatives and capital allocation;

∎ is consistent with the way we manage the business;

∎ is an important measure of overall strength of an asset manager;

∎ is a primary measure of focus of industry analysts;

∎ is improved through effective management over the long term; and

∎ more effectively avoids conflicts of interest with clients.

The financial performance thresholds of the performance-based equity awards are set forth in the chart below. The rigor of the thresholds, as well as the partial vesting of awards for failure to meet the target range and an upside opportunity for performance beyond the target range, align with the committee’s above-described philosophy regarding performance-based awards.

Adjusted

operating

margin (%)

Vesting

percentage (%)

Award subject to clawback policy in the event of fraudulent or willful misconduct

Our performance measures and the impact of GAAP

We specifically do not rely heavily on measures of Return on Equity (“ROE”) or Return on Assets (“ROA”) as these are not as relevant in the success of a pure asset manager like Invesco. Generally speaking, asset managers do not rely on balance sheet assets to generate operating income and earnings. Our business relies on client assets under management (or AUM), which are held in custody by third parties and are not owned by the company, to generate revenue. We believe that AUM along with adjusted operating income, adjusted operating margin, adjusted EPS and long-term organic growth are more reflective of the company’s performance. Furthermore, US GAAP rules on consolidation require the company to consolidate certain investment product assets and liabilities which significantly distort our balance sheet and the associated financial metrics of ROE and ROA. As a result, several of our key indicators of our performance are non-GAAP measures. See Appendix B for additional information regarding Non-GAAP financial measures.

Our compensation mix

To align our executive officers’ awards with client and shareholder success, the committee has designed our executive officers’ compensation so that executive officers receive a significant portion of their compensation in the form of deferred incentives. The committee believes this appropriately aligns our executive officers’ interests with our shareholders as it focuses on long-term shareholder value creation. The committee has no pre-established policy or target on the allocation between pay elements in order to be able to adjust practices to best meet the interest of our shareholders.

Review of peer compensation

In determining executive compensation, the committee reviews the executive compensation practice and levels of our industry peer companies, as well as other comparable investment management companies. Our industry peers consist of the 16 companies listed below.

US Focused

7 peers

-  Affiliated Managers Group

-  Ameriprise Financial

-  Charles Schwab

-  Eaton Vance

-  Federated Investors

-  TD Ameritrade

-  T. Rowe Price

Global

6 peers

-  AB

-  BlackRock

-  Franklin Resources

-  Legg Mason

-  Lazard

-  Principal Financial Group

Custody and

Trust Bank

3 peers

-  Bank of New York Mellon

-  Northern Trust

Role of the independent compensation consultant

The committee has engaged Johnson Associates, an independent consulting firm, to advise it on director and executive compensation matters. Johnson Associates:

∎ assists the committee throughout the year in its analysis and evaluation of our overall executive compensation programs, including compensation paid to our directors and executive officers;

∎ attends certain meetings of the committee and periodically meets with the committee without members of management present;

∎ provides the committee with certain market data and analysis that compares executive compensation paid by the company with that paid by other firms in the financial services industry and certain investment management firms which we consider generally comparable to us; and

∎ provides commentary regarding market conditions, market impressions and compensation trends.

The committee uses such data as reference material to assist it in gaining a general awareness of industry compensation standards and trends. The market data, including performance and pay practices of the peer group and broader investment management firms, is used to inform the committee’s compensation determinations for our executive officers, including our named executive officers. The committee does not target a particular percentile of market or the peer group with respect to total pay packages or any individual components thereof.

Under the terms of its engagement with the committee, Johnson Associates does not provide any other services to the company unless the committee has approved such services. No such other services were provided in 2017.

The committee has considered various factors as required by NYSE rules as to whether the work of Johnson Associates with respect to director and executive compensation-related matters raised any conflict of interest. The committee has determined no conflict of interest was raised by the engagement of Johnson Associates.

Role of executive officers in determining executive compensation

Our Chief Executive Officer meets with the non-executive directors throughout the year to discuss executive performance and compensation matters, including proposals on compensation for individual executive officers (other than himself). Our Chief Executive Officer and Head of Human Resources work with the committee to implement our compensation philosophy. They also provide to the committee information regarding financial and investment performance of the company as well as our progress toward our long-term strategic objectives. Our Chief Financial Officer assists as needed in explaining specific aspects of the company’s financial performance.

Determining the 2017 Compensation of Our

Executive Officers

The following flowchart depicts the committee’s compensation decision-making process and related judgments for 2017. A detailed review of each step follows the flowchart.

Review of multi-year

strategic objectives

-  Developed in the context of Invesco’s purpose

-  Developed from a review of global macro themes, an analysis of our position within key markets and long-term financial model

Develop annual

operating plan

-  Includes financial planning and operational performance detail

-  Management provides risk management and oversight as company executes on annual operating plan

Compensation Committee establishes company-wide annual incentive pool

(% of PCBOI)

-  Review performance against annual operating plan within context of multi-year strategic objectives

-  Review peer compensation

-  Input from independent compensation consultant

-  Review individual executive’s accomplishments and responsibilities

-  Input from CEO for other executive officers

-  Input from independent compensation consultant

2017 Executive Compensation

Outcomes

-  Results in compensation aligned with company’s performance and shareholder interests

Our multi-year strategic objectives and annual operating plan

Our purpose is to deliver an investment experience that helps people get more out of life. Our strategic objectives and our purpose guide our planning process, which sharply focuses our organization on delivering better outcomes for clients while achieving strong results for shareholders over the long term. Management, with guidance and input from the Board of Directors, annually reviews our multi-year strategic objectives in the context of global trends and macro themes impacting the asset management industry, our position in key markets and the financial implications of our decisions. The outcome of the review is the establishment of an annual operating plan comprising, in part, our business priorities and related projected financial outcomes. Throughout the year, the Board of Directors reviews with management the firm’s performance against the annual operating plan.

Global trends and macro themes

-  Global and regional macro-economic factors and market drivers including:

-  Monetary and fiscal policy landscape

-  Gross domestic product trends

-  Competitive landscape

-  Market opportunities

-  Client needs assessment

Investment performance and flows

-  Assessment of investment returns versus expectations

-  Quality and breadth of our investment capabilities

-  On a 3- and 5-year basis, % of AUM in top half versus peers

-  On a 3- and 5-year basis, % of AUM versus benchmark

-  Net long-term flows as
a % of AUM

-  Average AUM

-  On a 3-year basis,
% of AUM in top quartile

Organizational health

-  Thoroughness of talent management and development

-  Succession planning

-  Employee engagement scores

-  Retention of investment professionals

-  Retention of key performers in all areas

-  Leadership and management practices

Efficiency and effectiveness

-  Net revenue yield

-  Adjusted operating expense as % of average AUM

-  Adjusted operating income as % of average AUM

-  Adjusted operating margin

Operating results and financial strength¹

-  Adjusted operating income

-  Adjusted earnings per share

-  Leverage ratio (adjusted debt/EBITDA)

-  Credit ratings (Moody’s, S&P and Fitch)

-  Available cash

Shareholder returns

-  Dividend growth

-  Stock repurchases

-  Cumulative capital returned to shareholders

-  Total shareholder return versus total returns of S&P 500 and our peer group

1  See Compensation Philosophy, Design and Process - Our performance measures and the impact of GAAP for rationale to not focus on ROA and ROE.

Determination of company-wide annual incentive pool based upon progress against strategic objectives and annual operating plan

The committee examines the company’s performance on multiple operating measures, including those shown above, the company’s performance toward achieving its multi-year strategic objectives and other factors. While each of these items is considered by the committee, the committee does not attempt to rank or assign relative weight to any factor but rather applies its judgment in considering them in their entirety. The committee is focused on the totality of organizational success without tying compensation decisions to a specific formula.

The committee increased the size of the incentive pools consistent with the increase in PCBOI in respect to 2017. As a result:

∎ the cash bonus pool increased; and

∎ annual deferral awards were increased on an average per person basis; and

∎ long-term equity awards generally were unchanged on an average per person basis to continue to tie the interests of our employees to the long-term interests of our shareholders.

Review of 2017 NEO performance and compensation outcomes

Incentive compensation for our named executive officers is paid from the annual company-wide incentive compensation pool described above. The committee considers a number of factors in setting the compensation levels of our executive officers, including the following:

∎ the company’s achievements in respect of our multi-year strategic objectives and annual operating plan as described above (including investment performance and flows, organizational health, efficiency and effectiveness, operating results and financial strength and shareholder returns);

∎ the competitive environment by reviewing performance against peers across numerous financial factors; and

∎ each executive officer’s individual performance.

∎ The company grants both cash and deferred incentive compensation after our earnings for the year have been announced. In both the presentations below and the SCT, cash incentive compensation granted in 2018 for 2017 performance is shown as 2017 compensation. Our presentation below treats deferred incentive compensation similarly, so that equity awards granted in 2018 are shown as 2017 compensation. The SCT does not follow this treatment. Instead the SCT reports the value of equity awards in the year in which they are granted, rather than the year in which they were earned. As a result, the SCT reports for 2017 the value of equity awards granted in 2017 in respect of 2016 performance.