Nelson Peltz - 13 Dec 2021 Form 4 Insider Report for Invesco Ltd. (IVZ)

Footnote F1

Trian AM Holdco (as defined below) previously entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased the indicated shares.

Footnote F2

In these transactions, simultaneously with the purchase of each call option, Trian AM Holdco also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to October 25, 2023 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause Trian AM Holdco, at its election to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.

Footnote F3

The put-call option was previously reported at an exercise price of $10.78 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

Footnote F4

Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners AM Holdco, Ltd. ("Trian AM Holdco") and as such determines the investment and voting decisions of Trian AM Holdco with respect to the shares of the Issuer held by it. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of Trian AM Holdco. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian AM Holdco.

Footnote F5

(FN 4, contd.) The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

Footnote F6

The put-call option was previously reported at an exercise price of $11.4747 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

Footnote F7

The put-call option was previously reported at an exercise price of $11.4025 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

Footnote F8

The put-call option was previously reported at an exercise price of $11.5437 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.