2018 Guide to Effective Proxies

2.17.8 Pay for performance alignment | 429 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES INVESCO LTD 45 Financial performance over the past 5 years By delivering better outcomes to clients, our financial strength, stability and efficiencies have been positively impacted over the past five years. The company has experienced, among other achievements, adjusted operating income expansion, solid adjusted operating margin, strong AUM and earnings growth and material return of capital to shareholders. Adjusted operating income expansion 1 14.6% Adjusted operating margin change 1 -0.3 (Percentage points change) Ending AUM growth 20.4% Adjusted diluted EPS growth 1 26.8% Return of capital to shareholders 2 $4.0 Billion Long-term organic growth rate 3 2.3% Measurement period from January 1, 2013 to December 31, 2017. 1 The adjusted financial measures are all non-GAAP financial measures. See the information in Appendix B of this Proxy Statement regarding Non-GAAP financial measures. 2 Return of capital to shareholders is calculated as dividends paid plus share repurchases during the period January 1, 2013 to December 31, 2017. Due to completed and pending acquisitions, the company did not repurchase common shares in the open market during 2017. 3 Long-term organic growth rate is calculated using long-term net flows for a year divided by opening long-term AUM for the year and averaged over the 5-year period. Long-term AUM excludes institutional money market AUM and non-management fee earning. 5-year Invesco CEO pay versus financial performance Adjusted diluted EPS 2 $ CEO compensation 1 $ millions 10 15 20 2017 2016 2015 2014 2013 30 40 50 2017 2016 2015 2014 2013 2.00 2.50 3.00 2017 2016 2015 2014 2013 600 900 1200 1500 1800 2017 2016 2015 2014 2013 Adjusted operating income 2 $ millions Adjusted operating margin 2 % 2013 2014 2015 2016 2017 • CEO compensation ($mil) 15.00 16.00 15.10 13.50 13.80 • Adjusted operating income ($mil) 1,292 1,495 1,494 1,313 1,480 • Adjusted operating margin (%) 39.70 41.40 41.00 38.70 39.40 • Adjusted diluted EPS ($) 2.13 2.51 2.44 2.23 2.70 1 Consists of salary, annual cash bonus, annual stock deferral award and long-term equity award (50% of the combined value of the annual stock deferral and long-term equity awards is performance based) earned in 2017. See note on page 43 regarding differences from the summary compensation table. 2 The adjusted financial measures are all non-GAAP financial measures. See the information in Appendix B of this Proxy Statement regarding Non-GAAP financial measures. Our chief executive officer’s compensation over the past five years has aligned closely with company performance demonstrating our committee’s rigorous and judicious approach to executive compensation. PROXY-BRO-1 03-18.indd 45 3/20/18 4:13 PM