a201910-k.htm

DESCRIPTION OF CAPITAL STOCK

The following summary of the terms of Invesco Ltd.’s share capital may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our Memorandum of Association and our Third Amended and Restated Bye-Laws, as amended (“Bye-Laws”). The descriptions of the Memorandum of Association and the Bye-Laws contained herein are qualified by reference to the actual documents.

General

Shares Authorized and Outstanding. The authorized share capital of Invesco Ltd. is 1,050,000,000 common shares of par value $0.20 each and 20,000,000 undesignated shares of par value $0.20 each, which may be issued without any prior shareholder approval as common shares or preference shares. The company has designated 4,010,448 shares of 5.9% fixed rate non-cumulative perpetual series A preference shares that are currently outstanding. Our preferred stock is not registered. Please refer to the cover of our annual report on Form 10-K for the number of shares of our common stock outstanding.

DESCRIPTION OF COMMON STOCK

Unless the context otherwise requires, references to “shareholder” or “shareholders” means the person(s) whose name(s) appears on a company’s register of members or shareholders and who are the legal owners of the common shares concerned.

Voting Rights. In general, and except as provided below, a shareholder who is present in person and entitled to vote at a shareholders’ meeting is entitled to one vote on a show of hands regardless of the number of shares he or she holds. On a poll, the method by which we have conducted our previous shareholders’ meetings, each shareholder having the right to vote, who is present in person or by proxy, is entitled to one vote for each common share held. Under our Bye-Laws, subject to certain exceptions, including amalgamations and schemes of arrangement, which, in certain circumstances in accordance with the Bermuda Companies Act 1981 (as amended), require the affirmative vote of at least three-fourths of the votes cast, any questions proposed for the consideration of the shareholders at any general meeting generally are decided by the affirmative votes of a majority of the votes cast in accordance with our Bye-Laws. At the commencement of any general meeting, two or more persons present in person and representing, in person or by proxy, more than 50 percent of the issued and outstanding shares entitled to vote at the meeting constitute a quorum for the transaction of business.

Action by Written Consent. Under Bermuda law and subject to our Bye-Laws, the Bermuda Companies Act 1981 (as amended) provides that shareholders may take action by resolution in writing signed by the majority of shareholders representing the majority required to pass the resolution if it was considered at a general meeting; our Bye-Laws, however, require a resolution in writing to be signed by 100 percent of shareholders who on the date of the resolution would be entitled to attend that meeting and vote on the resolution.

Listing. Our common shares are listed on the New York Stock Exchange under the symbol “IVZ.”

Sources and Payment of Dividends

Bermuda law does not permit the declaration or payment of dividends or distributions of contributed surplus by a company if there are reasonable grounds for believing that a company is, or after the payment is made would be, unable to pay its liabilities as they become due, or the realizable value of such company’s assets would be less, as a result of the payment, than its liabilities. Dividends or distributions of contributed surplus may not be paid out of the company’s share premium account. The excess of the consideration paid on an issue of shares over the aggregate par value of such shares must (except in certain limited circumstances) be credited to a share premium account. Share premium may be applied in certain limited circumstances, for example, to pay up unissued shares which may be distributed to shareholders in proportion to their holdings as fully paid bonus shares, but is otherwise subject to limitation. Holders of our common shares are entitled to receive such dividends as lawfully may be declared from time to time by our board of directors.

Rights of Repurchase and Redemption

Upon a resolution of our board of directors, we may generally make open-market purchases of our shares without shareholder approval. Any shares repurchased by Invesco Ltd. would either be cancelled or held as treasury shares in accordance with the Bermuda Companies Act 1981 (as amended). In addition, we may only repurchase shares if on the date the repurchase is to be effected there are reasonable grounds for believing that Invesco Ltd. can pay its liabilities as they become due at the time of repurchase and thereafter.

Our Board of Directors

Our Bye-Laws provide that the number of directors will be determined by our board of directors. Currently, our board of directors consists of nine persons. Each director is elected for a one-year term.

Liquidation Rights

If Invesco Ltd. is to be wound up, the liquidator may, with the sanction of a resolution of the shareholders, divide amongst the shareholders the whole or any part of the assets of Invesco Ltd. (whether they consist of property of the same kind or not) and may, for this purpose, set such value on these assets as the liquidator deems fair. However, no shareholder will be compelled to accept any shares or other securities or assets whereon there is any liability.

Nomination Procedures

The Bermuda Companies Act 1981 (as amended) provides that shareholders may, as set forth below and at their own expense (unless a company otherwise resolves), require a company to give notice of any resolution that the shareholders can properly propose at the next annual general meeting and/or to circulate a statement prepared by the requesting shareholders in respect of any matter referred to in a proposed resolution or any business to be conducted at a general meeting. The number of shareholders necessary for such a requisition is either that number of shareholders representing at least five percent (5%) of the total voting rights of all shareholders having a right to vote at the meeting to which the requisition relates or not less than 100 shareholders.

Under our Bye-Laws, for nominations or other business to be properly brought before an annual general meeting by a shareholder, the shareholder must have given timely notice thereof in writing to our corporate secretary and such other business must otherwise be a proper matter for shareholder action. Notice is considered timely only if given to our corporate secretary not less than 90 nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual general meeting of shareholders. However, if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, any notice by the shareholder of business or the nomination of directors for election or re-election to be brought before the annual general meeting to be timely must be so delivered not earlier than the close of business on the 120^th day prior to such annual general meeting and not later than the close of business on the later of the 90^th day prior to such annual general meeting and the 10^th day following the day on which public announcement of the date of such meeting is first made. Our Bye-Laws set forth the information that must be furnished to our corporate secretary in order for any such notice to be proper.

Amendment of Bye-Laws

Generally, our Bye-Laws may be rescinded, altered or amended, and new Bye-Laws may be made when approved by a resolution of our board of directors and by a resolution of our shareholders. However, our Bye-Laws require the affirmative vote of the holders of at least three-quarters of the total combined voting power of all our issued and outstanding shares in order to amend certain of our Bye-Laws.

Pre-emptive Rights

Under Bermuda law, unless otherwise provided in a company’s Bye-Laws, shareholders of a company are not entitled to pre-emptive rights. Our Bye-Laws do not provide for pre-emptive rights.

Preference Shares

Subject to our Bye-Laws and Bermuda law, our board of directors has the power to issue any of Invesco Ltd.’s undesignated shares as it determines, including the power to issue any shares or class of shares with preferred, deferred or other special rights.

Subject to certain limitations contained in our Bye-Laws and any limitations prescribed by applicable law, our board of directors is authorized to issue preference shares in one or more series and to fix the designation, powers, preferences and rights and the qualifications, limitations or restrictions of such shares, including but not limited to dividend rates, conversion rights, voting rights, terms of redemption/repurchase (including sinking fund provisions), redemption/repurchase prices and liquidation preferences, and the number of shares constituting, and the designation of, any such series, without further vote or action by shareholders. Under our Memorandum of Association and Bye-Laws, there are 15,989,552 undesignated shares that may be issued either as common shares or as preference shares.

Share Class Rights

The rights attached to any class or series may be amended with the written consent of the holders of seventy-five percent (75%) of the issued shares of the class or series being affected or with the sanction of a resolution passed by the holders of not less than seventy-five percent (75%) of the issued shares of that class at a separate general meeting of the holders of the shares of the class or series voting in person or by proxy.

Rights of Inspection

Members of the general public have the right to inspect Invesco Ltd.’s public documents available at the office of the Registrar of Companies in Bermuda and the company’s registered office in Bermuda, which will include the company’s Memorandum of Association (including its objects and powers) and any alteration to the Memorandum of Association and documents relating to any increase or reduction of authorized capital. Shareholders have the additional right to inspect our Bye-Laws, minutes of general meetings and audited annual financial statements, which must be presented to the annual general meeting of shareholders. The register of shareholders is also open to inspection by shareholders or members of the public without charge, and copies are to be provided on request with the payment of the appropriate fee. Invesco Ltd. is also required to maintain a share register in Bermuda, but by giving the required notice to the Bermuda Registrar of Companies, the company may establish a branch register outside of Bermuda. Invesco Ltd. is required to keep at the registered office a register of the company’s directors and officers (containing that information required under Bermuda law), which is open for inspection by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Restrictions of Transfer

Unless otherwise required by any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), we may decline to approve or to register any transfer of any shares if a written opinion from counsel has not been obtained to the effect that registration of such shares under the Securities Act is not required, and we must decline to approve or to register any transfer of any share if the transferee has not been approved by applicable governmental authorities if approval is required or if not in compliance with applicable consent, authorization or permission of any governmental body or agency in Bermuda. If we refuse to register a transfer of any share, our corporate secretary must send the transferor and transferee notice of the refusal within one month after the date on which the transfer was lodged. The registration of transfers may be suspended at such times and for such periods as the company may from time to time determine, but registration cannot be suspended for more than 45 days in any year.

Change of Control

Our Bye-Laws contain certain provisions that may impede or delay an unsolicited takeover of the company under certain circumstances. For example, under our Bye-Laws:


•	we are prohibited from engaging, under certain circumstances, in a business combination (as defined in our Bye-Laws) with any interested shareholder (as defined in our Bye-Laws) for three years following the date that the shareholder became an interested shareholder;


•	our board of directors, without further shareholder action, is permitted by our Bye-Laws to issue preference shares, in one or more series, and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, or special or relative rights of an additional series. The rights of preferred shareholders may supersede the rights of common shareholders;


•	Shareholders may only remove directors for cause (as defined in our Bye-Laws);


•	our board of directors is authorized to expand its size and fill vacancies; and


•	shareholders cannot act by written consent unless the consent is unanimous.

Exhibit 21.0

Company Subsidiary Report



Company Name		Jurisdiction
Accretive Asset Management, LLC		Washington
Atlantic Wealth Holdings Limited		United Kingdom
Atlantic Wealth Management Limited		United Kingdom
Beijing HIW Ruichi Investment Management Center		China
Beijing HIW XinHE Investment Co., Ltd.		China
C M Investment Nominees Limited		United Kingdom
Coff Associates (Cayman) Limited		Grand Cayman
Elliot Associates Limited		United Kingdom
Gatefold Hayes GP Limited		United Kingdom
Greenspruce GP Limited		United Kingdom
Harbourview Asset Management Corp		New York
HIW China Opportunity Fund SPC		Cayman Islands
HIW Private Equity Investment Management Limited		Hong Kong
Huaneng Invesco WLR Investment Consulting Company Ltd.		China
HVH Immobilien- und Beteiligungs GmbH		Germany
i4C Technology Limited		United Kingdom
India Asset Recovery Management Limited		Mauritius
IntelliFlo Bidco Limited		United Kingdom
IntelliFlo Midco Limited		United Kingdom
IntelliFlo Holdings 2013 Limited		United Kingdom
IntelliFlo Intermediate Holdings Limited		United Kingdom
IntelliFlo Limited		United Kingdom
Invesco (BVI) Nominees Limited		Virgin Islands, British
Invesco Administration Services Limited		United Kingdom
Invesco Advisers, Inc.		Delaware
Invesco Asia Pacific Private Equity Investment and Fund Management Consulting (Shenzhen) Limited		China
Invesco Asset Management (Bermuda) Ltd		Bermuda
Invesco Asset Management (Japan) Limited		Japan
Invesco Asset Management Asia Limited		Hong Kong
Invesco Asset Management Australia (Holdings) Ltd		Victoria
Invesco Asset Management Deutschland GmbH		Germany
Invesco Asset Management (Schweiz) AG		Switzerland
Invesco Asset Management (India) Private Limited		India
Invesco Asset Management Ireland Holdings Limited		Ireland
Invesco Asset Management Limited		United Kingdom
Invesco Asset Management Limited Spain		Spain
Invesco Asset Management Pacific Limited		Hong Kong
Invesco Asset Management SA		France
Invesco Asset Management Singapore Ltd		Singapore
Invesco Australia Limited		Victoria

Exhibit 21.0



Company Name		Jurisdiction
Invesco Canada Ltd.		Ontario
Invesco Capital Management LLC		Delaware
Invesco Capital Markets, Inc.		Delaware
Invesco (Cayman Islands) Ltd.		Cayman Islands
Invesco Continental Europe SA		Luxembourg
Invesco Distributors, Inc.		Delaware
Invesco Far East Limited		United Kingdom
Invesco Finance Inc.		Delaware
Invesco Finance PLC		United Kingdom
Invesco Financial Services Ltd.		Canada
Invesco Fund Managers Limited		United Kingdom
Invesco Gemini Associates LLC		Delaware
Invesco Global Asset Management DAC		Ireland
Invesco Global Direct Real Estate Feeder GP Ltd.		Ontario
Invesco Global Direct Real Estate GP Ltd.		Ontario
Invesco Global Funds GP, LLC		Delaware
Invesco Global Investment Funds Limited		United Kingdom
Invesco Global Real Estate Asia Pacific Inc.		Delaware
Invesco Group Limited		United Kingdom
Invesco Group Services, Inc.		Delaware
Invesco GT Asset Management Limited		United Kingdom
Invesco Holding Company Limited		United Kingdom
Invesco Holding Company (US) Limited		Delaware
Invesco Hong Kong Limited		Hong Kong
Invesco Inc.		Nova Scotia
Invesco Indexing LLC		Delaware
Invesco (India) Private Limited		India
Invesco Insurance Agency, Inc.		Delaware
Invesco International (Southern Africa) Limited		South Africa
Invesco International Holdings Limited		United Kingdom
Invesco International Limited		Great Britian
Invesco Investment Advisers LLC		Delaware
Invesco Investment Management (Shanghai) Limited		China
Invesco Investment Management Limited		Ireland
Invesco Investment Services, Inc.		Delaware
Invesco Investments (Bermuda) Ltd.		Bermuda
Invesco IP Holdings (Canada) Ltd.		Canada
Invesco Investment Consulting (Beijing) Limited		China
Invesco Ltd.		Bermuda
Invesco Loan Manager, LLC		Delaware
Invesco Managed Accounts, LLC		Washington
Invesco Management GmbH		Germany
Invesco Management S.A.		Luxembourg
Invesco (Nominees) Limited		United Kingdom

Exhibit 21.0



Company Name		Jurisdiction
Invesco North American Group Limited		United Kingdom
Invesco OFI Global Asset Management LLC		Delaware
Invesco Overseas Investment Fund Management (Shanghai) Limited		China
Invesco Pacific Group Limited		United Kingdom
Invesco Pacific Partner Ltd		Bermuda
Invesco Pension Limited		United Kingdom
INVESCO Polska Sp.z.o.o.		Poland
INVESCO Private Capital Investments, Inc.		Delaware
Invesco Private Capital, Inc.		Delaware
Invesco Real Estate Advisors (Shanghai) Limited		Shanghai
Invesco Real Estate Investment (Asia) LLC		Delaware
Invesco Real Estate Investment Asia Pacific Limited		Hong Kong
Invesco Real Estate Korea		Republic of Korea
Invesco Real Estate Management S.a.r.l.		Luxembourg
Invesco Real Estate s.r.o.		Czech Republic
Invesco Real Estate TAM S.a.r.l.		Luxembourg
Invesco Real Estate UK Residential S.a.r.l.		Luxembourg
Invesco Real Estate Value Add S.a.r.l.		Luxembourg
Invesco Realty Asia I, Ltd.		Cayman Island
Invesco Realty, Inc.		Delaware
Invesco Senior Secured Management, Inc.		Delaware
Invesco Services (Bahamas) Private Limited		Lyford Cay, Nassau
Invesco Singapore Ptd. Ltd.		Singapore
Invesco Specialized Products LLC		United States
Invesco Taiwan Limited		Taiwan
Invesco Trust Company		Texas
Invesco Trustee Private Ltd.		India
Invesco US Senior Loans Associates LLC		Delaware
Invesco UK Holdings Limited		United Kingdom
Invesco UK Limited		United Kingdom
Invesco UK Services Limited		United Kingdom
Invesco WLR Limited		Hong Kong
Invesco WLR Ross (Beijing) Management Consulting Co. Ltd.		China
IRE AF II, Ltd.		Cayman Island
IRE AF III, Ltd.		Cayman Island
IRE Asia Fund I LP		Cayman Island
IREPAC, Ltd		Cayman Island
IRE (Cayman) Limited		Cayman Island
IVZ Finance DAC		Ireland
IVZ Immobilien Verwaltunga GmbH		Germany
James Bryant Limited		United Kingdom
Jemstep, Inc.		Delaware
OFI Global Institutional Inc.		New York
OFI International Ltd.		United Kingdom

Exhibit 21.0



Company Name		Jurisdiction
OFI Private Investments, Inc.		New York
OFI SteelPath, Inc		Delaware
Oppenheimer Acquisition Corp		Delaware
OppenheimerFunds, Inc		Colorado
OppenheimerFunds Distributor, Inc		New York
Oxygen KR (BVI) Limited		Virgin Islands
Oxygen KR (HK) Limited		Hong Kong
Portfolio Pathway, LLc		Pennsylvania
Perpetual Limited		United Kingdom
POCZTYLION - ARKA POWSZECHNE TOWARZYSTWO EMERYTALNE SPOLKA AKCYJNA		Poland
RedBlack Software, LLC		New Hampshire
Ross CG Management LP		New York
Ross Expansion Associates LP		New York
Sermon Lane Nominees Limited		United Kingdom
Settlement Agent, LLC		Bermuda
Shareholder Services, Inc		Colorado
SNW Asset Management Corp.		Delaware
Source Holdings Limited		Cayman Island
Source Schweiz GmbH		Switzerland
Tremont (Bermuda) Ltd.		Bermuda
Tremont GP, LLC		Delaware
Tremont Group Holdings LLC		Connecticut
Tremont Partners LLLC		Connecticut
Trimark Investments Ltd.		Canada
Trinity Investment Management Corp		Pennsylvania
VV Immobilien Verwaltungs GmbH		Germany
VV Immobilien Verwaltungs und Beteiligungs GmbH		Germany
Wessex Winchester GP Limited		United Kingdom
WLR China Energy Associates Ltd		Cayman Islands
WLR Euro Wagon Management Ltd.		New York
W.L. Ross & Co. (India) LLC		Delaware
W.L. Ross & Co., LLC		Delaware
W.L. Ross Dip Management LLC		New York
W.L. Ross GW Holdings (Cayman) Ltd		Cayman Islands
W.L. Ross (India) Private Limited		New York

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Martin L. Flanagan, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Invesco Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



March 2, 2020		/s/ MARTIN L. FLANAGAN
		Martin L. Flanagan
		President and Chief Executive Officer

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Loren M. Starr, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Invesco Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



March 2, 2020		/s/ LOREN M. STARR
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer


1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.