IVZ Invesco Ltd

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

Identification No.)

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024;

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed with the SEC on May 1, 2024, and June  30, 2024, filed with the SEC on July 31, 2024;

our Current Report on Form 8-K (and any amendments filed on Form 8-K/A, as applicable) filed with the SEC on May 28, 2024;

the description of the Company’s common shares contained in the Company’s  Form 8-A filed on May  16, 2008, as supplemented by Exhibit 4.11 of the Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 2, 2020, including any amendment or report filed for the purpose of updating such description; and

all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished under Items 2.02 and 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01) of Form 8-K and not specifically incorporated by reference), prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

Exhibit
Number

Description

filed herewith.

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

/s/ Andrew R. Schlossberg

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ L. Allison Dukes

Senior Managing Director and Chief Financial Officer

(Principal Financial Officer)

/s/ Terry G. Vacheron

Chief Accounting Officer

(Principal Accounting Officer)

/s/ G. Richard Wagoner, Jr.

/s/ Sarah E. Beshar

/s/ Thomas M. Finke

/s/ Thomas P. Gibbons

/s/ William F. Glavin, Jr.

/s/ Elizabeth S. Johnson

/s/ Sir Nigel Sheinwald

/s/ Paula C. Tolliver

/s/ Christopher C. Womack

/s/ Phoebe A. Wood

Your Ref

Appleby Ref 137506.0044/JOW/ KC

31 July 2024

INTRODUCTION

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Tel +1 441 295 2244

OPINIONS

1.  Incorporation and Status: The Company is incorporated as an exempted company limited by shares and existing under the laws of Bermuda and is a separate legal entity. The Company is in good standing with the Registrar of Companies of Bermuda and has all requisite corporate power and authority to issue the Common Shares.

2.  Share Issuance: When issued pursuant to the applicable Resolutions and the Plan, all necessary corporate action required to be taken by the Company in connection with the issue by the Company of the Common Shares pursuant to Bermuda law will have been taken by or on behalf of the Company, and all necessary approvals of Governmental authorities in Bermuda will have been duly obtained for the issue by the Company of the Common Shares.

3.  Nature of shares: When the Common Shares have been duly issued and paid for pursuant to and in accordance with the terms and conditions referred to or summarised in the applicable Resolutions and the Plan, the Common Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.

4.  Taxes: There are no taxes, duties or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue of the Common Shares.

1.  An electronic copy of the Registration Statement filed on 31 July 2024.

2.  An electronic copy of the Plan.

3.  An electronic copy of the proxy statement of the Company filed with the U.S. Securities and Exchange Commission on 28 March 2024, including the Plan as an appendix.

4.  A copy of the Notice to the Public dated 1 June 2005 by the Bermuda Monetary Authority (BMA) made under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 (BMA Notice).

Part 2

Other Documents Examined

1.  A certified copy of the certificate of incorporation of the Company dated 28 September 2008.

2.  A copy of the memorandum of association and fourth amended and restated bye-laws of the Company effective as of 25 May 2023. (together the Constitutional Documents).

3.  A Certificate of Compliance, dated 31 July 2024 issued by the Registrar of Companies in respect of the Company (Certificate of Compliance).

4.  Certified extracts of the resolutions of the Board of Directors of the Company (Board) adopted on 29 February 2024 (Board Resolutions).

5.  A copy of the Register of Directors and Officers of the Company

6.  A copy of the results of the Litigation Search.

7.  A copy of the results of the Company Search.

1.  A search of the entries and filings shown and available for inspection in respect of the Company in the register of charges and on file of the Company maintained in the register of companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by an electronic company extract prepared by the Registrar of Companies on 31 July 2024 and the documents delivered by the Registrar of Companies in connection therewith (Company Search).

2.  A search of the entries and filings shown and available for inspection in respect of the Company in the Cause and Judgement Book of the Supreme Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 31 July 2024 (Litigation Search).

We have assumed:

1.  the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarized, faxed or photostatic copies;

2.  that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

3.  the genuineness of all signatures on the Documents;

4.  that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have a material effect on any of the opinions herein expressed;

5.  that all representations and factual statements appearing in the Registration Statement, the Plan and the Resolutions are true, accurate and complete in all material respects;

6.  that any options granted under the Plan will be in consideration of the receipt by the Company prior to the issue of Common Shares pursuant thereto of either cash, other assets or services at least equal in value to the aggregate par value of such Common Shares;

7.  that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft that we have examined;

8.  that each Director of the Company, when the Board passed the Board Resolution discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company;

9.  that the Company has entered into its obligations under the Plan in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Plan would benefit the Company;

10.  that at the time of issue by the Committee (as defined in the Plan), as administrator of the Plan, of any Common Shares pursuant to the Plan, such Committee will be a duly constituted committee of the Board having the necessary powers and authorities to administer the Plan, accept enrolments and issue Common Shares pursuant to the Plan;

11.  that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered;

12.  that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered;

13.  that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions respectively passed by the Directors of the Company and by the Shareholders in meetings which were duly convened and at which, in each case, a duly constituted quorum was present, maintained and voting throughout and that there is no matter affecting the authority of the Directors, or the Shareholders to approve the adoption of the Plan and filing of the Registration Statement, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; and

14.  that no Common Shares will be issued under the Plan for less than the par value of the Company’s shares and that the Company shall continue to have sufficient authorised and unissued shares reserved for issuance under the Plan and will continue to hold the necessary permission of the BMA for such share issue.

Our opinion is subject to the following:

1.  Good Standing: The term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies.

2.  Non-assessable: Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of such shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration to the Constitutional Documents of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

3.  BMA Notice: Under the BMA Notice, the BMA has given general permission for the issuance of shares of Bermuda exempted companies (such as the Company) to a non-resident, where the Equity Securities (as defined in the BMA Notice) are listed on an Appointed Stock Exchange (as defined in the BMA Notice) (which includes the New York Stock Exchange), for as long as any Equity Securities of the Company remain so listed.