If your Invesco shares are registered in your name and you received or accessed your proxy materials electronically via the Internet, click the appropriate box on the electronic proxy card or follow the telephone instructions when prompted and an admission ticket will be held for you at the check-in area at the Annual General Meeting.

If your Invesco shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual General Meeting if you bring a recent bank or brokerage statement showing that you owned Invesco common shares on March 18, 2013.

QUESTIONS AND ANSWERS

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

INFORMATION ABOUT DIRECTOR NOMINEES AND DIRECTORS CONTINUING IN OFFICE

INFORMATION ABOUT THE EXECUTIVE OFFICERS OF THE COMPANY

CORPORATE GOVERNANCE

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

BOARD MEETINGS AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

COMMITTEE MEMBERSHIP AND MEETINGS

THE AUDIT COMMITTEE

THE COMPENSATION COMMITTEE

THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

DIRECTOR COMPENSATION

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

SECURITY OWNERSHIP OF MANAGEMENT

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table for 2012

All Other Compensation Table for 2012

Grants of Plan-Based Share Awards for 2012

Outstanding Share Awards at Fiscal Year-End for 2012

Option Exercises and Shares Vested for 2012

Potential Payments Upon Termination or Change in Control for 2012

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

REPORT OF THE AUDIT COMMITTEE

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRE-APPROVAL PROCESS AND POLICY

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PERSON TRANSACTION POLICY

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL NO. 3  — APPROVAL OF THE INVESCO LTD. AMENDED AND RESTATED EXECUTIVE INCENTIVE BONUS PLAN

Information Regarding Other Equity Compensation Plans

PROPOSAL NO. 4 — APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ADDITIONAL INFORMATION

APPENDIX A — INVESCO LTD. AMENDED AND RESTATED EXECUTIVE INCENTIVE BONUS PLAN

If you are delivering proxy

materials via the Internet,

why did I receive my proxy

materials in the mail?

What is the difference between

holding shares as a shareholder

“of record” and as a “beneficial owner”?

•        Shareholders of Record.    You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Computershare, our transfer agent.

•        Beneficial Owner.    You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see “What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?” for additional information.

•        Invesco has requested banks, brokerage firms and other nominees who hold Invesco common shares on behalf of beneficial owners of the common shares as of the close of business on the Record Date to forward the Notice to those beneficial owners. Invesco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

What proposals are being

presented at the Annual

General Meeting?

1. Election of three (3) members of the Board of Directors;

2. Advisory vote to approve executive compensation;

3. Approval of the Invesco Ltd. Amended and Restated Executive Incentive Bonus Plan; and

4. Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

•   FOR the election of the three (3) directors nominated by our Board and named in this proxy statement;

•   FOR the approval, on an advisory basis, of the compensation of our named executive officers;

•   FOR approval of the Invesco Ltd. Amended and Restated Executive Incentive Bonus Plan; and

•   FOR appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

How do I attend the Annual

General Meeting?

•   If your Invesco shares are registered in your name and you received or accessed your proxy materials electronically via the Internet, click the appropriate box on the electronic proxy card or follow the telephone instructions when prompted and an admission ticket will be held for you at the check-in area at the Annual General Meeting.

•   If you received your proxy materials by mail and voted by completing your proxy card and checked the box indicating that you plan to attend the meeting, an admission ticket will be held for you at the check-in area at the Annual General Meeting.

•   If your Invesco shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual General Meeting if you bring a recent bank or brokerage statement showing that you owned Invesco common shares on March 18, 2013. You should report to the check-in area for admission to the Annual General Meeting.

• Via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern Time on May 15, 2013, by accessing the web site at http://www.investorvote.com/IVZ and following the instructions you will find on the web site. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.

• By Telephone: You can submit a proxy by telephone until 11:59 p.m. Eastern Time on May 15, 2013, by calling toll-free 1-800-652-VOTE (8683) (from the U.S. and Canada) and following the instructions.

• By Mail: If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your common shares in an account with a bank or broker (i.e., in “street name”), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on May 15, 2013.

What if my common shares are

held in an Invesco retirement

plan?

•   Grant a subsequent proxy via the Internet or telephone;

•   Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy;

•   Notify our Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you hold your shares in “street name,” follow the instructions on the voting instruction card; or

•   If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote in person at the Annual General Meeting.

•   Shareholders of Record. If you are the shareholder of record of your shares and you do not vote in person at the Annual General Meeting, or by proxy via the Internet, by telephone, or by mail, your shares will not be voted at the Annual General Meeting.

•   Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (“NYSE”), your broker or nominee has discretion to vote your shares on routine matters, such as Proposal 4, but does not have discretion to vote your shares on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals 1, 2 or 3, this would be a “broker non-vote,” and your shares would not be counted as having been voted on the applicable proposal. We therefore strongly encourage you to instruct your broker or nominee on how you wish to vote your shares.

What is the effect of a broker

non-vote or abstention?

•   Shareholders of Record. If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, 3 and 4.

•   Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal 4, but do not have discretion to vote on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual General Meeting.

What vote is required in

order to approve each

proposal?

A working group comprised of representatives from our risk management, human resources, and legal departments was established to review the potential risks associated with Invesco’s compensation policies and practices. The group first created a framework for the risk assessment that incorporated certain focus areas (e.g., performance measures, measurement period, etc.) that we had identified through internal and external sources.

Members of the group then reviewed each of Invesco’s compensation plans (formulaic bonus payment plans for investment professionals, equity-based plans, and sales commission plans), applying the established framework. Each item was assessed and classified as “low risk potential,” “medium risk potential” or “high risk potential.”

After reviewing each item and the cumulative assessment for each plan, the working group determined to recommend to Invesco’s Compensation Committee its conclusion that none of our compensation policies or practices were reasonably likely to have a material adverse effect on the Company.

These results were summarized and presented to the Compensation Committee, which in turn recommended this finding to the Board.

The Board reviewed the recommendation of the Compensation Committee and concluded that none of Invesco’s compensation policies or practices were reasonably likely to have a material adverse effect on the Company.

Corporate

Governance

Rex D. Adams

Sir John Banham

Joseph R. Canion

Martin L. Flanagan

C. Robert Henrikson

Ben F. Johnson, III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby

Phoebe A. Wood

is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules 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, wherever it deems appropriate to fulfill its duties, and

reports to the Board regularly.

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,

compliance with legal and regulatory requirements,

evaluating the independent auditor’s qualifications and independence and the performance of the company’s internal audit function and independent auditor,

making recommendations to the shareholders regarding the appointment of the independent auditor and for pre-approval of its engagement to provide any audit or permitted non-audit services under agreed policies and procedures,

establishing hiring policies for current or former employees of its independent auditor,

annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence,

monitoring and reviewing the effectiveness of the company’s internal audit function,

reviewing and discussing with management and the independent auditor (i) the company’s audited financial statements and related disclosures, (ii) its earnings press releases and periodic filings, (iii) its critical accounting policies, (iv) the quality and adequacy of its internal controls over financial reporting, disclosure controls and procedures, and accounting procedures, and (v) any audit problems or difficulties,

assisting the Board in overseeing the company’s legal and regulatory compliance, and

preparing the annual report of the Audit Committee presented in the company’s proxy statement.

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 quarterly, and

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

annually overseeing the establishment of goals and objectives related to the chief executive officer’s compensation, evaluating the performance of the chief executive officer and determining the amount of his compensation,

reviewing and making recommendations to the Board concerning the company’s overall compensation philosophy,

annually approving the compensation structure for, and reviewing and approving the compensation of, senior officers, and overseeing the annual process for evaluating their performance,

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

assisting the Board with executive succession planning,

determining the compensation, including deferred compensation arrangements, for the company’s non-executive directors,

preparing the annual report on executive officer compensation for the company’s proxy statement,

reviewing and discussing with management the proposed Compensation Discussion and Analysis disclosure, and

determining whether to recommend the Compensation Discussion and Analysis disclosure to the Board for inclusion in the company’s proxy statement.

that the 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 for Board or committee purposes if director compensation exceeds customary levels.

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 quarterly, and

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

establishing a policy setting forth the specific, minimum qualifications that the committee believes must be met by a nominee recommended for a position on the Board, and describing any specific qualities or skills that the committee believes are necessary for one or more of the directors to possess. Such qualifications include the requirements under NYSE and SEC rules, as well as consideration of the individual skills, experience and perspectives that will help create an effective Board,

establishing procedures for identifying and evaluating potential nominees for director and for recommending to the Board potential nominees for election. Candidates for election to the Board are considered in light of their background and experience using the extensive personal knowledge of current directors or through the recommendations of various advisors to the company, and

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

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.

Basic Cash Fee — Non-executive directors (other than the Chairman of the Board) receive an annual basic fee paid in cash in the amount of $120,000.

Basic Shares Fee — Non-executive directors also receive an annual award of shares in the aggregate amount of $95,000. Each installment is paid on the second business day following the public announcement of the company’s quarterly earnings results. (By way of example, the payment for the fourth quarter is paid in the first quarter of the following year after publication of the earnings release for the fourth quarter.)

Chairman Fee — In lieu of the above basic cash fee, the Chairman of the Board receives an annual cash fee of $400,000.

Audit Committee Chairman — The chairman of the Audit Committee receives an additional annual cash fee of $50,000.

Compensation and Nomination and Corporate Governance Committee Chairmen — The chairman of the Compensation Committee and the chairman of the Nomination and Corporate Governance Committee each receive an additional annual cash fee of $15,000.

Rex D. Adams

Sir John Banham

Joseph R. Canion

C. Robert Henrikson

Ben F. Johnson, III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby

Phoebe A. Wood

Paid in Cash

($)(1)

($)(2)

($)

Rex D. Adams

Sir John Banham

Joseph R. Canion

C. Robert Henrikson

Ben F. Johnson, III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby

Phoebe A. Wood

1/27/12

($)

4/27/12

($)

7/27/12

($)

11/2/12

($)

Date Fair

Value

($)

Rex D. Adams

Sir John Banham

Joseph R. Canion

C. Robert Henrikson

Ben F. Johnson, III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby

Phoebe A. Wood

Rex D. Adams

Sir John Banham

Joseph R. Canion

C. Robert C. Henrickson

Ben F. Johnson III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby

Phoebe A. Wood

Nature of

Beneficial

Ownership(1)

Class

T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202

JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017

BlackRock, Inc., 40 East 52^nd Street, New York, NY 10022

Rex D. Adams

Sir John Banham

Joseph R. Canion

Martin L. Flanagan(2)

C. Robert Henrikson

Ben F. Johnson, III

Denis Kessler

Edward P. Lawrence

J. Thomas Presby(3)

Phoebe A. Wood(4)

G. Mark Armour

James I. Robertson(5)

Loren M. Starr

Philip A. Taylor

All Directors and Executive Officers as a Group (18 persons)

Introduction

This section presents a discussion and analysis of the philosophy and objectives of our Board’s Compensation Committee (the “committee”) in designing and implementing compensation programs for our executive officers. In addition, this section describes and analyzes the 2012 compensation determinations relating to our chief executive officer, chief financial officer, and the next three most highly compensated executive officers (our “named executive officers” or “NEOs”) who for 2012 were:

Title

Invesco’s compensation programs, particularly our annual incentive pools, are tied to the achievement of our strategic and financial results and our success in serving our clients’ and shareholders’ interests. As further described below, despite continued global market volatility, Invesco performed well in 2012. By delivering strong investment performance to clients, long-term net flows to our business grew by $12.4 billion during the year. At the same time, adjusted operating income for 2012² fell 2.2% from the prior year as a result of our continued reinvestment in the business and a shift in client demand to products with lower-fee rates.

While our financial results were solid, and we continued to make substantial progress against our strategic objectives, the committee determined that our company-wide cash bonus pool should be decreased in light of the decrease in adjusted operating income. The committee also determined that the equity pool should remain generally unchanged from last year on an average per person basis, as an investment in the future of our business and to continue to tie the interests of our employees to the long- term interests of our shareholders.

Within these pools, the committee determined that compensation for our named executive officers should decrease in light of the decrease in the company-wide cash bonus pool and also based on changes in individual circumstances. Salaries were unchanged.

Despite the decrease in the company-wide cash bonus pools, Invesco’s total employee compensation expense increased by approximately 4.1% for 2012, as compared to 2011. The principal drivers for this change included an increase in deferred compensation partly resulting from the expensing of four (rather than three) equity award tranches, an increased use of deferred awards for employee retention, increases in sales commissions, increases in bonuses for certain investment teams linked to performance fee revenues and an increase in base salaries, partially offset by the reduction in annual cash bonuses, as compared to 2011. Further discussion of the changes in total employee compensation expense can be found below on page 31.

For more information regarding our incentive pools and how they are determined, see the caption “How Compensation is Determined for Our Executive Officers” below.

Mr. Robertson resigned from the Board of Directors and as an executive officer effective February 11, 2013.

Adjusted operating income is a non-GAAP financial measures. Please see pages 48 through 53 of our Annual Report on Form 10-K for fiscal 2012 for a presentation of, and reconciliation to, the most directly comparable GAAP measures.

Our Compensation Practices

Below we highlight certain executive compensation practices that align executive pay with performance, ensure good governance, and serve our shareholders’ long-term interests.

What We Do

Pay for performance. We tie pay to the performance of the company and the individual. The great majority of executive compensation is not guaranteed.

Strong emphasis on deferred compensation. Compensation for our executive officers is heavily weighted to deferred compensation (60-70%) and base salaries for our executive officers are limited to on average approximately 10% of their total annual compensation.

Performance-based long-term equity awards. 30% of long-term equity awards for executive officers is tied to the achievement of specified levels of adjusted operating margin or adjusted diluted earnings per share.³ For more information regarding long-term equity awards made to our executive officers, including our named executive officers, see the caption “About Our Equity Awards” below.

Long vesting periods. Our equity awards generally vest in annual tranches over a four year period.

Linkage of incentive compensation pools to PCBOI. We have a history of disciplined decision-making over multiple years, including directly linking incentive compensation pools to a defined range of our pre-cash bonus operating income (“PCBOI”); thereby ensuring incentive compensation is paid only when we are generating operating income.

“Clawback” policy. In 2012, the committee adopted a “clawback” policy applicable to our executive officers’ performance-based long-term equity awards, as described in detail below, which permits the company to recover compensation in the event of fraudulent or willful misconduct.

Share ownership guidelines. We maintain robust share ownership guidelines for our executive officers, creating a further link between management interests, company performance and shareholder value. Shares must be held until share ownership guidelines are met. All of our executive officers have exceeded the ownership requirements.

“Double triggers.” We maintain the requirement of “double triggers” on the vesting of equity awards in the event of a change in control, meaning that an equity award holder must actually be terminated following the change in control before vesting will be accelerated.

Modest perquisites. We provide modest perquisites that provide a sound benefit to the company’s business.

Independent compensation committee consultant. Our independent compensation consultant, Johnson & Associates, Inc., is retained directly by the committee and performs no other services for the company.

What We Don’t Do

No dividends or dividend equivalents on unearned performance-based awards. No dividends or dividend equivalents are paid on performance-based awards during the vesting period. Rather, dividends are deferred and will be paid based on performance achieved, with no premiums.

No gross ups. We do not generally provide excise tax “gross ups,” other than in the case of certain relocation expenses, consistent with our relocation policy.

No short selling or hedging. Our insider trading policy prohibits short selling, dealing in publicly-traded options and hedging or monetization transactions in our common shares.

No option re-pricing. Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders.

At the 2012 Annual General Meeting of Shareholders, 96.43% of the votes cast were in favor of the advisory proposal to approve our NEO compensation, (the “Say-on-Pay” advisory proposal). Although we believe that the 2012 vote conveyed our shareholders’ strong support of the committee’s decisions and the existing executive compensation programs, during 2012, we continued to actively seek investor input to obtain ongoing feedback concerning our compensation programs. In 2012, we held meetings with a significant number of our largest shareholders. While all of the shareholders we spoke with agree on the importance of pay and performance alignment, there was no consensus among these shareholders on how alignment should be measured. These shareholders affirmed the importance of clear disclosure and transparency regarding the decision making process undertaken by the committee.

Based on this feedback the committee determined to continue our current compensation practices as described in this Compensation Discussion and Analysis.

Invesco continued to deliver strong, long-term investment performance to clients during 2012 while making further progress against our multi-year strategic objectives. Additionally, we continued to invest in our business and took advantage of opportunities to further strengthen our competitive and financial position.

Key measures of our 2012 financial performance are shown below.

Throughout the year, we continued to make substantial progress against our long-term strategic objectives. Significant achievements across all areas of our business further positioned us for growth and long-term success, including:

•   Achieve strong investment performance — Continued to build our investment culture while delivering strong investment performance to our clients, and leveraged our global Investors’ Forum to promote greater connectivity among our investors.

Adjusted operating income, adjusted operating margin and adjusted diluted earnings per share are non-GAAP financial measures. Please see pages 48 through 53 of our Annual Report on Form 10-K for fiscal 2012, for a presentation of, and reconciliation to, the most directly comparable GAAP measures.

The 2010 results include seven months of activity following the June 1, 2010 acquisition of the Morgan Stanley retail asset management business. Subsequent years’ results include a full year of activity for the acquired business.

•   Be instrumental in our clients’ success — Strengthened and deepened relationships with our clients, and enhanced our ability to better understand and meet client needs by expanding our broad range of capabilities in areas of significant investor demand.

•   Harness the power of our global platform — Further strengthened our global platform and implemented a number of continuous improvement initiatives across the firm to achieve greater efficiencies and cost effectiveness. Further leveraged our global workforce by expanding local roles and functions to work more effectively within regions and around the world.

•   Perpetuate a high-performance organization — Successfully implemented key organizational changes to better align us with future growth opportunities; increased collaboration across regions, and significantly reinvested in employee talent through additional focus on performance leadership and succession planning.

The committee utilizes the following compensation principles in its decision-making process.

•     Our compensation programs are designed, structured and implemented at every level to align with our long-term strategic objectives. Specifically, we:

•     align incentive awards with client and shareholder success;

•     provide competitive compensation tied to strategic and financial results;

•     differentially reward high performers; and

•     provide an appropriate mix of cash and deferred compensation.

•     We recognize that our employees are critical to our success. We benefit from a stable management team which has guided our company through several years of global financial market uncertainty and volatility. As an investment management firm, one of our greatest assets is the skill and experience of our employees. It is critical that we are able to attract, retain and motivate talented professionals while aligning their incentives with the interests of our clients and shareholders. A significant portion of compensation of our portfolio managers is delivered through deferred compensation.

•     The dominant portion of an executive officer’s compensation should be variable, reflecting the company’s results on an annual basis and over multi-year periods. Share ownership by our executive officers, as well as linking the vesting of a portion of equity awards to targeted financial results, creates a clear tie between management interests, company performance and shareholder value.

In determining executive compensation, the committee reviews the executive compensation programs of our industry peer companies as well as other comparable investment management reference companies. Our industry peers (see box below) consist of companies in the S&P 500 and S&P 400 that are also in the Asset Management and Custody Bank sub-index, plus AllianceBernstein L.P., another global asset manager followed by industry analysts.

Information provided by the committee’s consultant. Johnson Associates advises the committee on director and executive officer compensation by, among other things:

•   providing the committee with certain information comparing

the compensation of our executive officers to that of comparable positions at our industry peer companies and selected private companies or divisions of broader financial services firms;

•   adjusting compensation data for differences in company size and the scope of executive roles; and

•   providing guidance on market trends and environment within investment management industry.

The committee uses such data as reference material to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the committee’s compensation decisions for any particular executive officer. The committee does not target a particular percentile of the peer group with respect to total pay packages or any individual component of pay.

The company establishes two company-wide incentive pools (cash and deferred compensation) within established guidelines to ensure that compensation is aligned with our financial and strategic results. All 2012 awards, including NEO awards, were paid

out of these award pools. As part of the committee’s oversight of compensation, the committee annually approves two company-wide award pools:

•   a cash bonus pool; and

•   a deferred compensation pool, to be utilized for annual stock deferral awards and long-term equity awards.

At regular intervals during the year, the Committee examines the company’s progress on multiple financial measures, including pre-cash bonus operating income (PCBOI), adjusted operating margin, assets under management and adjusted diluted earnings per share, as well as non-quantitative measures, such as the company’s progress toward achieving its strategic objectives. While each of these items is considered by the committee in determining the size of the two pools, 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 annually sets parameters, used consistently for many years, to guide the end-of-year decision-making process regarding incentive pool sizes. These parameters are expressed as a percentage of PCBOI. The committee uses a range of 34-48% of PCBOI, in the aggregate, in setting the company-wide incentive pools, though it maintains the flexibility to go outside either end of this range in circumstances that it deems exceptional. The range includes consideration of the cash bonus and deferred compensation pools, as well as sales commission plans, which plans are approved at the beginning of the year and are paid out

throughout the year. Additionally, the range was determined based on historical data concerning the practices of our peer group as analyzed by Johnson Associates and based on data obtained from the McLagan and CaseyQuirk Performance Intelligence Study. Over the past five years, the aggregate incentive pools have averaged approximately 44% of PCBOI. Utilizing its judgment, and applying discretion based upon the company’s financial results and progress toward strategic objectives during 2012, the committee set the two company-wide award pools, including the commission plans, for 2012, in aggregate, at approximately 45% of PCBOI (compared to 42% of PCBOI for 2011). The increase in the percentage of PCBOI was largely driven by higher levels of sales commissions resulting from increased sales during 2012. The total incentive pools consisted of the cash bonus pool which decreased in light of the decrease in operating income, and an equity pool which remained generally unchanged from last year on an average per person basis, as an investment in the future of our business and to continue to tie the interests of our employees to the long-term interests of our shareholders.

Despite the decrease in the company-wide cash bonus pools, Invesco’s total employee compensation expense increased $51.5 million (4.1%) to $1,297.7 million in the year ended December 31, 2012 (year ended December 31, 2011: $1,246.2 million). After allowing for foreign exchange rate changes, the increase in employee compensation was $62.4 million. This includes an increase in deferred compensation of $36.1 million, of which approximately $18 million results from the impact of a previous change in our vesting service period from three to four years, which results in 2012 being the first year with four award tranches being expensed, as compared to three award tranches in previous years. The increase in deferred cash compensation also includes $8.1 million from the appreciation of the deferred liability as the return to the employee is linked to specific investments, typically the funds managed by the employee. The remaining increase in deferred compensation costs reflects the increased use of deferred awards in recent years for staff retention purposes. Other changes in employee compensation include an increase in sales commissions of $17.0 million, a $4.6 million increase in bonuses linked to performance fee revenues, $6.4 million increase in base salaries and a $4.1 million reduction in annual cash bonuses during the year ended December 31, 2012 when compared to the year ended December 31, 2011. Employee compensation expenses in 2012 included termination costs of $18.9 million.

Further discussion of the changes in employee compensation expense can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for 2012.

For more information regarding the company’s financial results and our achievement of strategic objectives for 2012, see the captions “2012 Financial Performance” and “2012 Progress Against Our Strategic Objectives” above.

Based upon the above, the committee determines our named executive officers’ annual variable compensation, consisting of:

• an annual cash bonus,

• annual stock deferral award, and

• long-term equity award.

The committee also reviews the salary of each named executive officer. Consistent with the compensation principles described above, the committee designates the majority of NEO pay as variable compensation. For more information on the above-mentioned components of compensation, please see the table on page 39 entitled “Components of Executive Compensation and Their Purpose.”

The committee reviews the company’s financial performance and progress against our strategic objectives and each named executive officer’s specific goals and accomplishments in determining compensation. For more information regarding the goals and accomplishments of our named executive officers, see the caption “2012 Named Executive Officer Compensation” below.

The following chart shows the alignment of our NEO’s total annual compensation for the last five years with the year-over-year change in our adjusted operating income.

The committee believes that the above trend line shows appropriate alignment of NEO compensation with the overall operating results of the company. For 2012, NEO compensation was reduced more than the decline in operating income.

For 2009, total compensation of our named executive officers rose due to an increase in the long-term equity award component. The committee approved this increase based on its determination that, in the wake of the significant acquisition of the retail asset management business of Morgan Stanley, our named executive officers should be further motivated to position the company for growth and to further align their interests with those of our shareholders.

The flowchart on the next page depicts the committee’s compensation decision process and related judgments in determining the named executive officers’ compensation for 2012.

Set forth below is a summary of the material goals and accomplishments for 2012 of each named executive officer which the committee considered in determining each such officer’s compensation for 2012. In addition, the following graphs show for each officer the ratio of 2012 cash compensation (salary and annual cash bonus) to deferred compensation (annual stock deferral award and long-term equity award). The tables set forth the elements of compensation paid to each such officer for 2012.

Note: The graphs and tables below depict how the committee viewed its compensation decisions for our NEOs, but they differ substantially from the Summary Compensation Table (“SCT”) on page 45 required by SEC rules and are not a substitute for the information presented in the SCT. There are two principal differences between the SCT and the presentation below:

•   The company grants both cash and equity incentive compensation after our earnings for a performance year have been announced. In both the presentation below and the SCT, cash incentive compensation granted in 2013 for 2012 performance is shown as 2012 compensation. Our presentation below treats equity awards similarly, so that equity awards granted in 2013 are shown as 2012 compensation. The SCT does not follow this treatment, however, and instead 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, equity awards granted in 2013 for 2012 performance are shown in our presentation below as 2012 compensation, but the SCT reports for 2012 the value of equity awards granted in 2012 in respect of 2011 performance.

•   The SCT reports “All Other Compensation.” These amounts are not part of the committee’s compensation determinations and are not shown in the presentation below.

Martin L. Flanagan — President and Chief Executive Officer

•   Achieve strong investment performance — Mr. Flanagan oversaw the company’s continued focus on delivering investment excellence to clients and further enhanced the firm’s strong investment culture. Investment performance across the company remained strong throughout 2012 in spite of continued volatility in the global markets.

•   Be instrumental to our clients’ success — Mr. Flanagan led initiatives to further strengthen and deepen client relationships through superior client engagement. He led the effort to better understand and meet client needs by sharpening product offerings and delivering capabilities globally to meet investor demand.

•   Harness the power of our global platform — Mr. Flanagan oversaw efforts to further strengthen our global platform and achieve greater efficiencies and cost effectiveness. He expanded the firm’s focus on continuous improvement and more effectively leveraging our global workforce by expanding local roles and functions to be more regional and global.

•   Perpetuate a high-performance organization — Mr. Flanagan successfully managed changes within the organization to drive increased collaboration across regions and more effectively leverage our investment capabilities globally. He oversaw efforts to significantly reinvest in employee talent through additional focus on performance leadership and succession planning.

Invesco is generally near the median of our peer group in terms of market capitalization and annual revenues. Our CEO’s total compensation earned in 2011 was at approximately the 60^th percentile of 2011 CEO total compensation of our industry peer companies (the latest year for which data was available). When comparing performance on a variety of financial measures, Invesco ranges between the 50^th and 70^th percentiles. Therefore, the committee believes that total compensation and performance are well aligned.

Approximately 67% of our CEO’s total annual compensation is deferred, compared to an average CEO-deferral rate of approximately 56% for our industry peers for 2011 (the latest year for which information was available).

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Loren M. Starr — Senior Managing Director and Chief Financial Officer

•   Generate capital planning efficiencies — Mr. Starr decreased capital infusions to subsidiaries by tens of millions of dollars and thereby freed up millions of dollars in excess regulatory capital.

•   Improve debt position for the firm — Mr. Starr guided the company in raising $600 million in 10-year maturity low-cost debt (3.125% coupon) while retiring existing long-term bonds with 2013 and 2014 maturities (5.375% coupons).

•   Strengthen shareholder transparency — Mr. Starr introduced improved disclosure to shareholders related to Invesco’s balance sheet and statement of cash flow and drove our efforts to return capital to shareholders through dividends, which were increased 41% year-over-year.

•   Improve management financial forecasting and reporting — Mr. Starr implemented a rolling quarterly forecasting process throughout the firm, improving the relevance, accuracy and accountability of our operating planning process.

•   Improve leadership, people development and training — Mr. Starr devoted significant attention to people development in 2012, resulting in material improvement in employees’ development, training and leadership skills.

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G. Mark Armour — Senior Managing Director and Head of EMEA

•   Maintain investment capabilities at high levels — Mr. Armour further strengthened the investment culture and achieved solid results among the company’s institutional investment capabilities.

•   Create and execute client engagement plans for consultants and plan sponsors to ensure client success. Mr. Armour led the effort to deepen relationships with clients and consultants and better understand their needs. As a result, the firm continued to deliver best-in-class product ratings and best practice sales and service management for the benefit of institutional clients.

•   Deliver the firm’s investment capabilities to institutional clients globally. Mr. Armour continued his successful leadership of a strategic initiative to match the firm’s investment capabilities to meet the particular needs of individual clients globally.

•   Strengthen and further develop the firm’s alternative investment capabilities. Mr. Armour continued the development of our alternative investment capabilities, including real estate, direct private equity and private wealth management.

The scope of Mr. Armour’s responsibilities narrowed in 2012, due to the transition of an investment center under his leadership to Karen Dunn Kelley, who assumed a broader role in representing investments across Invesco. Mr. Armour’s responsibilities were also reduced by the transition of leadership for institutional sales to Philip A. Taylor, as Invesco streamlined the sales function in the Americas. Consequently, the committee determined that a reduced cash bonus was appropriate for Mr. Armour for 2012. In early 2013, Invesco announced that Mr. Armour would assume responsibility for Invesco’s EMEA region (which includes the UK, continental Europe and the Middle East) from Mr. Robertson, in addition to his existing responsibilities.

James I. Robertson — Former Senior Managing Director and Head of UK and Continental Europe⁴

•   Maintain high levels of performance of UK investment teams. Under Mr. Robertson’s stewardship, the UK investment teams continued to deliver strong, long-term investment performance to clients in spite of challenging markets.

•   Achieve momentum with the firm’s continental Europe business. In spite of a difficult operating environment in the region, Mr. Robertson continued to execute the firm’s multi-year plan to position the firm for continued long-term success in continental Europe.

•   Extension of Invesco’s successful multi-asset strategy. Mr. Robertson oversaw the successful creation of Invesco Perpetual’s new multi-asset group as an integral part of the Invesco Perpetual investment team. The new group builds on Invesco’s successful existing Atlanta-based global multi-asset capability.

Mr. Robertson has begun moving toward his planned retirement at the end of 2013, formally transitioning responsibilities to Mr. Armour in February 2013. As a result, the committee determined that Mr. Robertson would not be granted a long-term equity award in February 2013.

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Philip Taylor — Senior Managing Director and Head of the Americas

•   Increase overall sales and distribution effectiveness — Mr. Taylor directed the successful achievement of impactful sales initiatives for our largest and highest potential clients resulting in the Americas delivering strong sales and net flows. Mr. Taylor reorganized U.S. sales and distribution, which strengthened sales leadership’s management, rigor and effectiveness. Independent research showed a general improvement in brand and attribute awareness.

•   Perpetuate a high-performance organization by sustaining a talented pool of investment professionals working within a resilient investment culture to generate strong investment performance over the long term — Mr. Taylor directed the restructuring of certain investment teams, resulting in stronger leadership and management and deeper investment management talent. Investment performance was strong in both the U.S. and Canada.

•   Strengthen and focus investment products to offer compelling investment processes and strategies, reduce product overlap, ensure our products can be clearly distinguished and provide a foundation for future growth — Mr. Taylor successfully completed the near-final phase of the multi-year consolidation and merger of numerous products resulting in a strengthened and more focused set of investment choices for our investors.

Components of Executive

Compensation and Their Purpose

•    Provides competitive
fixed pay

•    Experience, duties and scope of responsibility

•    Internal and external market factors

•    Reviewed annually

•    Provides a competitive
annual incentive opportunity

•    Based upon company’s annual financial results and progress against long-term strategic objectives

Annual stock

deferral award

•    Provides a competitive
annual incentive
opportunity

•    Aligns executive with shareholder interests

•    Encourages retention by
vesting in annual
increments over four years

•    Based upon company’s annual financial results and progress against long-term strategic objectives

Long-term equity awards

(performance-

based and time-

based vesting)

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

•    Aligns executive with shareholder interests

•    Encourages retention by
vesting in annual
increments over four years

•    Based upon company’s annual financial results and progress against long-term strategic objectives

•    30% performance vesting based upon measures of adjusted diluted EPS and adjusted operating margin

•    70% time-based vesting

Beginning with awards granted in 2012, the vesting of thirty percent (30%) of long-term equity awards granted to our named executive officers has been conditioned upon achievement of certain financial measures. In order to further emphasize the importance of long-term performance, the committee implemented a modified long-term equity award structure for our executive officers, including our named executive officers. The committee believes that long-term equity awards should align employee and shareholder interests and that a portion of such awards should be paid only upon achievement of targeted company financial results. Therefore, the executive’s ability to realize 30% of the long-term equity award is tied to the achievement each year of at least one of two performance measures:

•      adjusted operating margin of the company for the fiscal year, as set forth in the company’s SEC reports, must exceed certain thresholds; or

•      adjusted diluted earnings per share of the company for the fiscal year, as set forth in the SEC reports, must exceed certain thresholds.

Long-term equity awards are four-year awards which vest in 25% increments each year. In the event either targeted financial measure is achieved at or above a vesting threshold for a particular year, the portion of the long-term equity award subject to targeted financial measures will vest proportionately between 0% and 100%, based upon the higher achieved level for that year. In addition, dividend equivalents will be deferred for such performance awards and will only be paid if and to the extent an award vests.

The targeted financial measures vesting thresholds for the long-term equity awards granted in February 2013 are illustrated below.

Vests proportionately between 0% and 100%, based on the higher achievement level for that year.

Our executive officers’ long-term equity awards subject to achievement of target financial results are also subject to a “clawback” policy. In 2012, the committee enhanced our compensation practices by approving forfeiture or “clawback” provisions for all equity awards which are subject to achievement of target financial results in respect of our executive officers, including our named executive officers. The provision provides that any shares received (whether vested or unvested), any dividends or other earnings thereon, and the proceeds from any sale of such shares, are subject to recovery by the company in the event that:

•      the company issues a restatement of financial results to correct a material error;

•      the committee determines, in good faith, that fraud or willful misconduct on the part of the employee was a significant contributing factor to the need to issue such restatement; and

•      some or all of the shares granted or received prior to such restatement would not have been granted or received, as determined by the committee in its sole discretion, based upon the restated financial results.

The committee has, among other duties, responsibility for determining the components and amounts of compensation paid to our executive officers, including our named executive officers. The committee’s responsibilities include:

•      reviewing and making recommendations to the Board about the company’s overall compensation philosophy;

•      approving company-wide annual compensation pools;

•      evaluating the performance of, and setting the compensation for, the chief executive officer;

•      reviewing and overseeing management’s annual process for evaluating the performance of, and approving the compensation for, all other executive officers, including the other named executive officers; and

•      overseeing the administration of the company’s compensation programs.

The committee makes its compensation determinations in its discretion, without formulaically tying its determinations to specific targets, formulas or weightings. The achievement of any particular goal or objective, financial or individual, does not automatically result in any particular level of compensation. The committee believes that a flexible approach in aligning management and shareholder interests, which takes into account qualitative judgments tied to the achievement of financial results and progress against our long-term strategic objectives, is more effective than purely formulaic criteria.

The committee’s charter gives it the authority to retain consultants and other advisors to assist it in performing its duties. The committee has engaged Johnson Associates, an independent consulting firm, to advise it on director and executive compensation matters. Johnson Associates:

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

•      assists the committee throughout the year in its analysis and evaluation of our overall executive compensation programs;

•      assists the committee in its review of compensation paid to our directors and executive officers, including our named executive officers;

•      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;

•      estimates pay levels of comparable positions at comparable investment managers, both public and private (using data provided by Invesco regarding job titles and responsibilities of our executive officers);

•      provides commentary regarding market conditions, market impressions and compensation trends; and

•      applies its qualitative judgment to the data from these disparate sources and provides market consensus information to the committee, accompanied by oral commentary.

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, do not directly affect the committee’s compensation determinations for our executive officers, including our named executive officers. Although we seek to offer to our executive officers a level of total compensation that is competitive, we do not target a particular percentile of market or the peer group with respect to total pay packages or any individual components thereof. The committee’s consideration of the market compensation levels and performance constitutes only one of many factors reviewed and such market or peer group data is considered generally and not as a substitute for the committee’s independent judgment in making compensation decisions regarding our executive officers.

Role of Executive Officers in Determining

Executive Compensation

In determining compensation for the named executive officers, the committee considers the potential impact of Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a tax deduction to public corporations for compensation greater than $1 million paid per fiscal year to each of the corporation’s “covered employees” (generally, the chief executive officer and the next three most highly compensated executive officers as of the end of any fiscal year). However, compensation which qualifies as “performance-based” is excluded from the $1 million per executive officer limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by the company’s shareholders.

As part of our compensation program for executive officers, the company maintains the Executive Incentive Bonus Plan (“Bonus Plan”). The Bonus Plan provides for annual performance-based awards to eligible employees. For each executive officer, the committee determines on an annual basis an award maximum under the Bonus Plan. Award maximums are expressed as a percentage of PCBOI — an objectively determined performance criteria that is intended to qualify for the performance-based exemption to the $1 million deduction limit under Section 162(m). Award maximums pertain to the cumulative value of an executive officer’s annual variable compensation — consisting of the annual cash bonus, annual stock deferral award and long-term equity award. In the event the committee determines to grant additional compensation that is not performance-based compensation to an executive subject to the provisions of Section 162(m), the additional compensation will be subject to the $1 million deduction limitation.

In February 2012, the committee established three levels of award maximums in respect of our named executive officers — one each for the chief executive officer, senior managing directors of business components, and senior managing directors of staff functions. The three levels of award maximums were established after consideration of:

•     prior-year compensation levels in light of the company’s 2011 PCBOI;

•     projected maximum award levels based on the company’s estimated 2012 PCBOI;

•     market data for industry comparative compensation levels; and

•     comparisons for job roles and levels of responsibility.

Employment Agreement of our Chief Executive Officer — Our chief executive officer has an employment agreement with the company that was amended and restated as of January 1, 2011. Under the amended and restated employment agreement, Mr. Flanagan continues to be employed as president and chief executive officer of the company. The agreement terminates upon the earlier of December 31, 2025 (the year in which Mr. Flanagan reaches age 65) or the occurrence of certain events, including death, disability, termination by the company for “cause” or termination by Mr. Flanagan for “good reason.”

The terms of Mr. Flanagan’s amended employment agreement provide:

•      an annual base salary of $790,000;

•      the opportunity to receive an annual cash bonus award based on the achievement of performance criteria;

•      the opportunity to receive share awards based on the achievement of performance criteria;

•      eligibility to participate in incentive, savings and retirement plans, deferred compensation programs, benefit plans, fringe benefits and perquisites, and paid vacation, all as provided generally to other U.S.-based senior executives of the company;

•      post-employment compensation of one times the sum of base, bonus and share awards, subject to certain agreed minimums described below; and

•      certain stipulations regarding termination of employment that are described below under the caption “Potential Payments Upon Termination or Change in Control for 2012.”

Post-employment Compensation -

Chief Executive Officer — Pursuant to Mr. Flanagan’s amended and restated employment agreement, in the event of his termination without “cause” or resignation for “good reason” he is entitled to receive the following payments and benefits (provided that he has not breached certain restrictive covenants):

•      his then-effective base salary through the date of termination;

•      a prorated portion of the greater of $4,750,000 or his most recent annual cash bonus;

•      immediate vesting and exercisability of all outstanding share-based awards;

•      any compensation previously deferred (unless a later payout date is stipulated in his deferral arrangements);

•      a cash severance payment generally equal to the sum of (i) his base salary, (ii) the greater of $4,750,000 or his most recent annual cash bonus, and (iii) his most recently made annual equity grant (unless the value thereof is less than 50% of the previously-made grant, in which case the value of the previously-made grant will be used);

•      continuation of medical benefits for him, his spouse and his covered dependents for a period of up to 36 months following termination;

•      any accrued vacation; and

•      any other vested amounts or benefits under any other plan or program.

Other Named Executive Officers — Our other named executive officers are parties to employment arrangements that create salary continuation periods of six or twelve months in the event of involuntary termination of service without cause. (See the section below entitled “Potential Payments Upon Termination or Change in Control for 2012.”)

Change-in-Control Arrangements — Generally, all participants who hold equity awards, including our named executive officers, are eligible, under certain circumstances, for accelerated vesting in the event of a change of control of the company that is followed by involuntary termination of employment other than for cause or by voluntary termination for “good reason.”

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