Under the Company?s current Bye-laws, shareholders may remove directors only for cause. This restrictive standard diminishes shareholder oversight and limits accountability of the board to the Company?s owners. Invesco is incorporated in Bermuda, which allows companies wide latitude to define governance rights through their bye-laws. However, while legally permissible under Bermuda law, the restriction of director removal to ?for cause? is out of step with international governance best practices and limits shareholders? ability to hold directors accountable, especially in situations where performance, oversight, or responsiveness is in question but traditional ?cause,? such as committing an act of embezzlement, cannot be established. In contrast, under Delaware corporate law?widely considered the U.S. corporate law benchmark? directors of non-classified boards must be subject to removal without cause unless the charter provides otherwise. This requirement is based on the principle that the annual election of directors must be coupled with shareholders' right to remove them, without the high legal burden of proving cause. Shareholder rights experts agree: depriving shareholders of the ability to remove directors without cause entrenches management and impairs board accountability. Numerous institutional investors and governance authorities have spoken clearly on this issue: ? The Council of Institutional Investors states: ?Shareholders should have the right to remove directors with or without cause.?1 ? Institutional Shareholder Services (ISS) recommends proposals that give shareholders the right to remove directors without cause as a standard governance best practice. ? A study by Bebchuk, Cohen & Ferrell (Harvard Law School) found that firms with fewer entrenching provisions?such as easier director removal?are associated with higher firm valuation (Tobin?s Q).2 ? In the 2025 U.S. proxy season, multiple shareholder proposals requesting removal of ?for cause only? limitations received majority support, reflecting widespread investor concern over these provisions. Adopting this reform would enhance director accountability, modernize Invesco?s governance structure, and align the Company with evolving investor expectations and global governance standards. Allowing shareholders to remove directors without cause does not diminish board authority?it balances it by ensuring directors remain answerable to the Company?s owners. We urge shareholders to vote FOR this proposal to strengthen governance and protect long-term shareholder value. 1 https://www.cii.org/policies 2 https://ssrn.com/abstract=593423