10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-13908

INVESCO PLC

(Exact name of registrant as specified in its charter)

England and Wales (State or other jurisdiction of incorporation or organization)	98-0407710 (I.R.S. Employer Identification No.)
1360 Peachtree Street, NE, Atlanta, GA (Address of principal executive offices)	30309 (Zip Code)

(404) 892-0896
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ           No o     

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ      Accelerated filer o      Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o            No þ     

     As of November 8, 2007, the most recent practicable date, 836,680,133 of the Company’s Ordinary Shares of U.S. $0.10 par value per share (including Ordinary Shares represented by outstanding American Depositary Shares) were outstanding. The primary market for the Ordinary Shares is the London Stock Exchange, and the American Depositary Shares are traded on the New York Stock Exchange. Each of the Company’s American Depositary Shares represents the right to receive two (2) Ordinary Shares.

TABLE OF CONTENTS

Index

Part I – Financial Information:
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Income Statement	3
Condensed Consolidated Balance Sheet	4
Condensed Consolidated Statement of Changes in Equity	5
Condensed Consolidated Cash Flow Statement	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	34
Item 4. Controls and Procedures	34
Part II – Other Information:
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6. Exhibits	36
Signatures	38
EX-3.1 MEMORANDUM OF ASSOCIATION OF INVESCO PLC
EX-3.2 ARTICLES OF ASSOCIATION OF INVESCO PLC
EX-31.1 CERTIFICATION OF MARTIN L. FLANAGAN PURSUANT TO SECTION 302
EX-31.2 CERTIFICATION OF LOREN M. STARR PURSUANT TO SECTION 302
EX-32.1 CERTIFICATION OF MARTIN L. FLANAGAN PURSUANT TO SECTION 906
EX-32.2 CERTIFICATION OF LOREN M. STARR PURSUANT TO SECTION 906

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

INVESCO PLC

Condensed Consolidated Income Statement

(Unaudited, in millions, other than per share amounts and headcount)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Revenues
Management	$	816.2		$	641.7		$	2,363.3		$	1,887.6
Service and distribution		150.6			130.8			442.3			399.4
Other		26.1			18.8			78.6			75.6
Total revenues		992.9			791.3			2,884.2			2,362.6
Third-party distribution, service and advisory fees		(272.6	)		(204.2	)		(770.7	)		(603.3	)
Net revenues		720.3			587.1			2,113.5			1,759.3
Operating expenses
Compensation		273.1			288.3			829.3			793.1
Marketing		41.3			31.6			114.7			103.3
Property and office		36.5			27.1			95.2			81.1
Technology and telecommunications		30.4			30.5			87.9			92.7
General and administrative		70.0			52.8			208.5			154.0
Total operating expenses		451.3			430.3			1,335.6			1,224.2
Operating profit		269.0			156.8			777.9			535.1
Interest income		14.2			6.6			36.9			16.9
Other realized gains		7.9			11.2			22.0			18.8
Other realized losses		(7.4	)		(4.4	)		(13.6	)		(8.1	)
Interest expense		(20.4	)		(19.7	)		(65.7	)		(56.3	)
Profit before taxation		263.3			150.5			757.5			506.4
Taxation - U.K.		(40.0	)		(15.4	)		(95.5	)		(52.8	)
Taxation - Outside of the U.K.		(50.2	)		(32.9	)		(165.2	)		(125.7	)
Profit after taxation		173.1			102.2			496.8			327.9
Profit attributable to minority interests		(2.5	)		(0.2	)		(3.4	)		(1.3	)
Profit attributable to equity holders of the parent	$	170.6		$	102.0		$	493.4		$	326.6
Earnings per share:
- basic	$	0.21		$	0.13		$	0.62		$	0.41
- diluted	$	0.21		$	0.13		$	0.60		$	0.40
Final dividend per share							$	0.104		$	0.098
Final dividend paid							$	86.4		$	80.3
Average shares outstanding:
- basic		799.9			790.3			798.9			791.0
- diluted		821.0			809.6			820.4			810.7
Ending headcount		5,390			5,499			5,390			5,499

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

INVESCO PLC

Condensed Consolidated Balance Sheet

(Unaudited, in millions)

	September 30,			December 31,
	2007			2006
Non-current assets
Goodwill	$	5,189.8		$	4,906.6
Intangible assets		267.4			296.7
Property and equipment		149.6			165.8
Deferred sales commissions		52.0			55.9
Deferred tax assets		248.7			212.1
Investments		158.7			158.1
		6,066.2			5,795.2
Current assets
Trade and other receivables		1,479.6			997.4
Investments		126.5			134.9
Cash and cash equivalents		1,102.4			789.6
Assets held for policyholders		1,892.6			1,574.9
		4,601.1			3,496.8
Total assets		10,667.3			9,292.0
Non-current liabilities
Long-term debt		(1,143.2	)		(972.7	)
Provisions		(472.6	)		(461.8	)
		(1,615.8	)		(1,434.5	)
Current liabilities
Current maturities of long-term debt		—			(300.0	)
Trade and other payables		(1,811.1	)		(1,384.3	)
Taxation		(148.5	)		(95.4	)
Provisions		(194.3	)		(227.8	)
Policyholder liabilities		(1,892.6	)		(1,574.9	)
		(4,046.5	)		(3,582.4	)
Total liabilities		(5,662.3	)		(5,016.9	)
Net assets	$	5,005.0		$	4,275.1
Equity
Share capital	$	84.6		$	83.2
Share premium		328.5			205.1
Treasury shares		(105.2	)		—
Shares held by employee trusts		(684.1	)		(601.7	)
Exchangeable shares		352.5			377.4
Retained earnings		1,541.9			1,054.9
Other reserves		3,473.4			3,151.2
Equity attributable to equity holders of the parent		4,991.6			4,270.1
Equity attributable to minority interests		13.4			5.0
Total equity	$	5,005.0		$	4,275.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

INVESCO PLC

Condensed Consolidated Statement of Changes in Equity

(Unaudited, in millions)

								Shares Held
	Share		Share		Treasury			by Employee			Exchangeable			Retained			Other			Minority
	Capital		Premium		Shares			Trusts			Shares			Earnings			Reserves			Interests		Total
January 1, 2007	$	83.2	$	205.1		—		$	(601.7	)	$	377.4		$	1,054.9		$	3,151.2		$	5.0	$	4,275.1
Profit attributable to equity holders of the parent		—		—		—			—			—			493.4			—			—		493.4
Currency translation differences on investments in overseas subsidiaries		—		—		—			—			—			42.8			299.1			0.3		342.2
Net movement on available-for-sale reserve		—		—		—			—			—			—			(8.7	)		—		(8.7	)
Total recognized income and expense attributable to equity holders of the parent		—		—		—			—			—			536.2			290.4			0.3		826.9
Total equity before transactions with owners		83.2		205.1		—			(601.7	)		377.4			1,591.1			3,441.6			5.3		5,102.0
Employee share plans:
Share-based compensation credit		—		—		—			—			—			69.0			—			—		69.0
Vested stock		—		—		—			31.8			—			(31.8	)		—			—		—
Exercise of options		1.2		97.9		—			—			—			—			—			—		99.1
Increase in shares held by employee trusts		—		—		—			(114.2	)		—			—			—			—		(114.2	)
Increase in treasury shares		—		—		(105.2	)		—			—			—			—			—		(105.2	)
Tax taken to/recycled from equity		—		—		—			—			—			—			26.5			—		26.5
Dividends		—		—		—			—			—			(86.4	)		—			—		(86.4	)
Issuance of new shares for acquisition earn-out		0.1		0.7		—			—			—			—			5.3			—		6.1
Conversion of exchangeable shares into ordinary shares		0.1		24.8		—			—			(24.9	)		—			—			—		—
Total amounts attributable to minority interests		—		—		—			—			—			—			—			8.1		8.1
September 30, 2007	$	84.6	$	328.5	$	(105.2	)	$	(684.1	)	$	352.5		$	1,541.9		$	3,473.4		$	13.4	$	5,005.0
January 1, 2006	$	81.8	$	85.0		—		$	(413.5	)	$	431.8		$	638.7		$	2,789.2		$	3.3	$	3,616.3
Profit attributable to equity holders of the parent		—		—		—			—			—			326.6			—			—		326.6
Currency translation differences on investments in overseas subsidiaries		—		—		—			—			—			(53.0	)		284.8			0.2		232.0
Net movement on available-for-sale reserve		—		—		—			—			—			—			(22.6	)		—		(22.6	)
Total recognized income and expense attributable to equity holders of the parent		—		—		—			—			—			273.6			262.2			0.2		536.0
Total equity before transactions with owners		81.8		85.0		—			(413.5	)		431.8			912.3			3,051.4			3.5		4,152.3
Employee share plans:
Share-based compensation credit		—		—		—			—			—			101.9			—			—		101.9
Exercise of options		0.9		48.6		—			—			(0.8	)		—			—			—		48.7
Increase in shares held by employee trusts		—		—		—			(155.9	)		—			—			—			—		(155.9	)
Tax taken to/recycled from equity		—		—		—			—			—			—			20.1			—		20.1
Dividends		—		—		—			—			—			(80.3	)		—			—		(80.3	)
Issuance of new shares for acquisition earn-out		—		0.8		—			—			—			—			—			—		0.8
Conversion of exchangeable shares into ordinary shares		0.1		26.9		—			—			(27.0	)		—			—			—		—
Total amounts attributable to minority interests		—		—		—			—			—			—			—			1.3		1.3
September 30, 2006	$	82.8	$	161.3		—		$	(569.4	)	$	404.0		$	933.9		$	3,071.5		$	4.8	$	4,088.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

INVESCO PLC

Condensed Consolidated Cash Flow Statement

(Unaudited, in millions)

	Nine Months Ended
	September 30,
	2007			2006
Operating activities:
Profit for the period attributable to equity holders of the parent	$	493.4		$	326.6
Adjustments to reconcile profit to net cash provided by operating activities:
Amortization and depreciation		68.5			49.9
Amortization of share-related compensation		73.4			107.7
Increase in receivables		(493.5	)		(324.6	)
Increase in payables		525.7			117.0
Net loss/(gain) on disposal of assets		2.0			(0.1	)
Decrease/(increase) in current investments		17.3			(44.9	)
Net cash inflow from operating activities		686.8			231.6
Investing activities:
Purchases of property and equipment		(25.4	)		(26.3	)
Disposals of property and equipment		—			1.3
Purchases of long-term investments		(41.2	)		(85.3	)
Disposals of long-term investments		36.6			48.8
Acquisitions of businesses (net of cash acquired of $2.1 million in 2006)		(10.8	)		(100.5	)
Net cash outflow from investing activities		(40.8	)		(162.0	)
Financing activities:
Issuance of new ordinary share capital		99.1			48.4
Purchases of treasury shares		(90.5	)		—
Purchases of shares held by employee trusts		(146.4	)		(155.9	)
Dividends paid		(86.4	)		(80.3	)
Net (payment)/draw on credit facility		(129.0	)		44.0
Issuance of senior notes		300.0			—
Repayment of senior notes		(300.0	)		—
Net cash outflow from financing activities		(353.2	)		(143.8	)
Increase/(decrease) in cash and cash equivalents		292.8			(74.2	)
Foreign exchange movement on cash and cash equivalents		20.0			22.7
Cash and cash equivalents, beginning of period		789.6			715.7
Cash and cash equivalents, end of period	$	1,102.4		$	664.2
Supplemental cash flow information:
Interest paid	$	(49.8	)	$	(59.7	)
Interest received	$	36.3		$	17.9
Taxes paid	$	(213.0	)	$	(164.2	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

INVESCO PLC

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Overview and Basis of Presentation

INVESCO PLC (“Parent”), formerly AMVESCAP PLC, and all of its consolidated subsidiaries (collectively, the “company” or “Invesco”) provide retail, institutional and high-net-worth clients with an array of global investment management capabilities. The company’s sole business is asset management.

The Parent is incorporated and domiciled in the United Kingdom and is a public limited company under the U.K. Companies Act. The Parent has its primary listing of shares on the London Stock Exchange and secondary listings on the New York Stock Exchange and the Toronto Stock Exchange. Prior to July 2007, Invesco qualified as a “foreign private issuer” for purposes of filing and disclosure requirements under the United States federal securities laws. As a “foreign private issuer” under the Securities Exchange Act, as amended (the “Exchange Act”), Invesco prepared its financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, with an annual reconciliation to accounting principles generally accepted in the United States (“U.S. GAAP”). Beginning in July of 2007 the company no longer satisfied the definition of a “foreign private issuer” under the Exchange Act and is now required to present its financial statements in United States Securities and Exchange Commission (“SEC”) periodic reports in accordance with U.S. GAAP. The financial statements included in this Quarterly Report on Form 10-Q are prepared in accordance with IFRS, consistent with Invesco’s past periodic reports, including its Annual Report on Form 20-F for the year ended December 31, 2006, and include a reconciliation to U.S. GAAP. The SEC staff has informed Invesco that it will not object to this presentation for purposes of this Form 10-Q. Invesco will begin presenting its financial statements in accordance with U.S. GAAP in its Annual Report on Form 10-K for the year ended December 31, 2007. In response to the loss of foreign private issuer status, the company also intends to move its primary listing from the London Stock Exchange to the New York Stock Exchange and relocate its domicile from London to Bermuda.

These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto, contained within the company’s Annual Report on Form 20-F for the year ended December 31, 2006. In the opinion of management, the condensed consolidated financial statements in this Form 10-Q reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the interim periods presented. All significant inter-company accounts and transactions have been eliminated in consolidation. Operating results for the three- and nine-month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007. The interim financial information has been prepared under the measurement and recognition principles of IFRS as permitted by the Committee of European Securities Regulators and does not purport to be a complete or condensed set of interim financial statements in accordance with IAS 34, “Interim Financial Reporting.”

The financial information contained in these interim condensed consolidated financial statements is unaudited and does not constitute statutory financial statements.  The 2006 Annual Report, filed with the Registrar of Companies on May 26, 2007, includes an unqualified audit report in accordance with Section 235 of the Companies Act 1985.  This audit report does not contain a statement under Section 237(2) or Section 237(3) of the Companies Act 1985.

As a result of no longer qualifying as a “foreign private issuer”, a U.S. GAAP Annual Report on Form 10-K is required to be filed with the SEC in addition to an IFRS annual report prepared for U.K. regulations.  The accounting policies applied to the information in these interim financial statements are expected to be consistent with those that would be applied in the 2007 IFRS Annual Report if the initiative to change the company’s primary listing and domicile described above is not completed by December 31, 2007.  If the initiative is completed prior to this date, INVESCO PLC will be replaced as the parent company by Invesco Ltd., and Invesco Ltd. will be required to report consolidated financial statements solely in accordance with U.S. GAAP, and consolidated financial statements under IFRS would no longer be required.  A reconciliation of profit attributable to equity holders of the parent and equity attributable to equity holders of the parent under IFRS to net income and total shareholders’ equity under U.S. GAAP is included in Note 12.

Certain prior year balances have been reclassified to conform to the current year presentation.

Note 2. Summary of Significant Accounting Policies

There have been no material changes during the nine months ended September 30, 2007 with respect to the accounting policies discussion contained within our Annual Report on Form 20-F for the year ended December 31, 2006.

7

Recent Accounting Pronouncements

IFRS comprise standards and interpretations approved by the International Accounting Standards Board and its predecessors.  As of September 30, 2007, all issued IFRS were also adopted by the European Commission, with the exception of IFRIC 14, “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction,” which is effective for periods commencing January 1, 2008, IFRS 8, “Operating Segments,” which is effective for periods commencing January 1, 2009, but which is not expected to result in changes to the company’s single-segment approach, and the amendments to IAS 1, “Presentation of Financial Statements (Revised)” and IAS 23, “Borrowing Costs,” which are also effective for periods commencing January 1, 2009. These new standards are not expected to have a material impact on the company’s consolidated financial statements. IFRS 7, “Financial Instruments:  Disclosures,” and the related amendment to IAS 1, “Presentation of Financial Statements, Capital Disclosures,” were effective and were adopted for periods commencing January 1, 2007.  The company has adopted IFRIC 11, “Group and Treasury Share Transactions,” which has provided additional guidance for accounting for share-based payment transactions upon award vesting between the parent and its subsidiaries.  The application of IFRIC 11 did not have a material impact on the company’s consolidated financial statements.

Note 3. Acquisitions and Dispositions

Acquisition of PowerShares Capital Management LLC

On September 18, 2006, the company acquired 100% of the limited liability company interests of PowerShares Capital Management LLC (“PowerShares”). Consideration for the transaction was $399.1 million, which included earn-out provisions of $291.6 million, payable in the future depending on the achievement of various management fee growth targets, and transaction costs of $6.3 million.

Acquisition of WL Ross & Co. LLC

On October 3, 2006, the company acquired 100% of the limited liability company interests of WL Ross & Co. LLC (“WL Ross”). Consideration for the transaction was $294.7 million, which includes earn-out provisions of $190.6 million, payable in the future depending on the achievement of annual fund launch targets over the five years following the completion of the transaction, and transaction costs of $4.1 million. Goodwill, management contracts and other intangible assets of $288.0 million were initially recorded on this acquisition. In accordance with IFRS 3, “Business Combinations,” Invesco subsequently completed its evaluation of the assets and liabilities acquired in connection with the purchase of WL Ross. As a result of this evaluation, $100.0 million initially included in goodwill has been reclassified to intangible assets associated with post acquisition employment arrangements, to be amortized over a period of approximately five years. The condensed consolidated balance sheet as of December 31, 2006 has been adjusted to reflect this evaluation.

Note 4. Long-Term Debt

On January 15, 2007, $300.0 million of the Parent’s 5.9% senior notes matured. The company utilized its credit facility to satisfy the maturity. On April 17, 2007, the Parent issued $300.0 million of 5.625% senior notes due 2012. The notes will mature on April 17, 2012 and pay interest semi-annually on April 17 and October 17 of each year until maturity.

Note 5. Equity

Changes in ordinary and exchangeable shares consist of the following elements:

	Ordinary		Exchangeable
in millions	Shares		Shares
January 1, 2007		831.9		19.8
Exercises of share options		12.1		—
Acquisition earn-outs		0.5		—
Converted from exchangeable shares into ordinary shares		1.3		(1.3	)
September 30, 2007		845.8		18.5

Shares held by employee trusts represent the holdings of the ordinary shares of the company by its employee share ownership trusts in association with certain employee share-based payment programs. The Invesco Global Stock Plan trust purchased 9.6 million ordinary shares at a cost of $114.2 million during the nine months ended September 30, 2007. Changes in shares held by employee trusts consist of the following elements:

8

in millions
January 1, 2007	66.0
Purchases of ordinary shares	9.6
Dividend shares	0.3
Distribution of ordinary shares	(2.6	)
September 30, 2007	73.3

On June 13, 2007 the company’s board of directors authorized a share repurchase program of up to $500.0 million of the company’s ordinary shares. The share repurchase authorization has an expiration of June 30, 2008. As of September 30, 2007, approximately $105.2 million of the company’s ordinary shares had been repurchased representing 8.5 million shares which is reflected as an increase in Treasury Shares on the condensed consolidated balance sheet. Of the total amount authorized, $394.8 million remains as of September 30, 2007.

A final dividend in respect of 2006 of $0.104 per share ($86.4 million: $84.4 million for ordinary shares and $2.0 million for exchangeable shares) was approved at the Annual General Meeting of Shareholders on May 23, 2007, and was paid on May 30, 2007.

Note 6. Taxation

Invesco’s subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory income tax rate will vary from year-to-year depending on the mix of the profits and losses of Invesco’s subsidiaries. The majority of Invesco’s profits are earned in the U.S., Canada and the U.K. The current U.K. statutory tax rate is 30%, the Canadian statutory tax rate is 36% and the U.S. statutory tax rate can range from 36%–42% depending upon the applicable state tax rate(s). Effective April 1, 2008, the U.K. statutory tax rate will be reduced to 28%. Invesco’s blended average statutory tax rate for the nine months ended September 30, 2007 was 30.6%, down from 32.3% for the nine months ended September 30, 2006. Invesco’s blended average statutory tax rate for the three months ended September 30, 2007 was 29.0%, down from 30.8% for the three months ended September 30, 2006. The reduction is due to a larger percentage of Invesco’s profits being taxed at the 30% U.K. tax rate in 2007 than in 2006.

Invesco’s effective tax rate for the nine months ended September 30, 2007 was 34.4%, down from 35.2% for the nine months ended September 30, 2006. The impact of the reduction in the blended statutory rate described above was partially offset by increases in additional taxes on subsidiary dividends and additional unrecognized subsidiary operating losses.

Invesco’s effective tax rate for the three months ended September 30, 2007 was 34.3%, up from 32.1% for the three months ended September 30, 2006. The difference is due primarily to the reduction in the year-to-date September 30, 2006 blended statutory tax rate being recorded in the third quarter of 2006.

Note 7. Earnings Per Share

Basic earnings per share is based on the weighted average number of ordinary and exchangeable shares outstanding during the respective periods, excluding shares purchased and held by employee share ownership trusts and held in treasury. Diluted earnings per share takes into account the effect of the potential issuance of ordinary shares.

9

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
in millions, except per share amounts	2007		2006		2007		2006
Profit attributable to equity holders of the parent	$	170.6	$	102.0	$	493.4	$	326.6
Weighted average shares outstanding		799.9		790.3		798.9		791.0
Dilutive effect of share-based awards		21.1		19.3		21.5		19.7
Weighted average diluted shares outstanding		821.0		809.6		820.4		810.7
Basic earnings per share	$	0.21	$	0.13	$	0.62	$	0.41
Diluted earnings per share	$	0.21	$	0.13	$	0.60	$	0.40

Note 8. Retirement Benefit Plans

Defined Contribution Plans

The company operates defined contribution retirement benefit plans for all qualifying employees. The assets of the plans are held separately from those of the company in funds under the control of trustees. When employees leave the plans prior to vesting fully in the contributions, the contributions payable by the company are reduced by the amount of forfeited contributions. The expense recognized within the condensed consolidated income statement represents contributions payable to the plans by the company at rates specified in the rules of the plans. The expense totaled $9.1 million and $30.2 million during the three- and nine-month periods ended September 30, 2007, respectively, and $9.5 million and $30.9 million during the three- and nine-month periods ended September 30, 2006, respectively.

Defined Benefit Plans

The company maintains legacy defined benefit pension plans for qualifying employees of its subsidiaries in the U.K., Ireland, Germany, Taiwan and the U.S. All defined benefit plans are closed to new participants, and the U.S. plan benefits have been frozen. The company also maintains a post-retirement medical plan in the U.S., which was closed to new participants in 2005. In 2006, the plan was amended to eliminate benefits for all participants who will not meet retirement eligibility by 2008. The assets of all defined benefit schemes are held in separate trustee-administered funds. Under the U.K. structures, the employees are entitled to retirement benefits based on final salary at retirement.

Amounts recognized in the condensed consolidated income statement in respect of these defined benefit plans are presented for the three-month periods ended:

	Retirement Plans						Medical Plan
	September 30,			September 30,			September 30,			September 30,
in millions	2007			2006			2007			2006
Current service cost	$	2.2		$	2.0			—		$	0.2
Interest cost		4.3			4.1			0.7			0.6
Expected return on plan assets		(5.1	)		(4.7	)		(0.1	)		(0.1	)
Past service cost/(credit)		—			—			(0.5	)		(0.5	)
Actuarial gains/(losses)		—			—			0.2			0.2
Total amounts recognized in the income statement	$	1.4		$	1.4		$	0.3		$	0.4

     Amounts recognized in the condensed consolidated income statement in respect of these defined benefit plans are presented for the nine-month periods ended:

	Retirement Plans						Medical Plan
	September 30,			September 30,			September 30,			September 30,
in millions	2007			2006			2007			2006
Current service cost	$	6.6		$	6.0		$	0.1		$	0.5
Interest cost		12.9			12.2			2.0			1.9
Expected return on plan assets		(15.2	)		(14.2	)		(0.3	)		(0.4	)

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	Retirement Plans				Medical Plan
	September 30,		September 30,		September 30,			September 30,
in millions	2007		2006		2007			2006
Past service cost/(credit)		—		—		(1.5	)		(1.4	)
Actuarial gains/(losses)		—		0.1		0.7			0.5
Total amounts recognized in the income statement	$	4.3	$	4.1	$	1.0		$	1.1

Actuarial gains and losses that are in excess of the greater of 10.0% of the benefit obligation or 10.0% of the fair value of plan assets are amortized over the expected average remaining working lives of the participants.

Note 9. Share-Based Payment

Share Incentive Awards

Share incentive awards are broadly classified into two categories: time-vested and performance-vested share awards. Time-vested awards vest ratably over or cliff-vest at the end of a period of continued employee service. Performance-vested awards cliff-vest at the end of a defined vesting period of continued employee service upon the company’s attainment of certain performance criteria. Time-vested and performance-vested share incentive awards are granted in the form of restricted shares or deferred share awards. Activity with respect to share incentive awards was as follows:

	Nine months ended
	September 30, 2007
				Performance-
in millions	Time-Vested			Vested
Outstanding at the beginning of period		31.4			9.1
Granted during the period		5.2			3.8
Forfeited during the period		(2.1	)		(0.4	)
Vested and distributed during the period		(1.6	)		—
Outstanding at the end of the period		32.9			12.5

Share incentive awards granted during the nine months ended September 30, 2007 had a weighted average share price of 606.3p.

During the nine months ended September 30, 2007 there were 12.1 million ordinary shares issued in association with executive share option grants and no additional executive share option grants were made during that period.

Note 10. Exchange Rates

The following primary U.S. dollar exchange rates have been used in preparing the condensed consolidated financial statements:

	Ending				Average
					For the three months				For the nine months
	September 30,		December 31,		ended September 30,				ended September 30,
	2007		2006		2007		2006		2007		2006
Canadian dollar		1.00		1.16		1.03		1.12		1.09		1.14
Euro		0.71		0.76		0.72		0.81		0.74		0.84
Sterling		0.50		0.51		0.49		0.54		0.50		0.55

Note 11. Other Commitments and Contingencies

Legal Proceedings

Following the industry-wide investigation by the SEC, the New York Attorney General’s Office and other regulators, into potential market timing activity in mutual funds, multiple lawsuits based on market timing allegations were filed against various parties affiliated with Invesco. These lawsuits were consolidated in the United States District Court for the District of Maryland, together with market timing lawsuits brought against affiliates of other mutual fund companies, and three amended complaints were filed against company-affiliated parties: (1) a putative shareholder class action complaint brought on behalf of shareholders of AIM funds formerly advised by Invesco

11

Funds Group, Inc.; (2) a derivative complaint purportedly brought on behalf of certain AIM funds (including certain funds formerly advised by Invesco Funds Group, Inc.) and such fund registrants; and (3) an ERISA complaint purportedly brought on behalf of participants in the company’s 401(k) plan.

On March 1, 2006, the court entered orders dismissing certain claims asserted against company-related defendants in the shareholder class action and derivative lawsuits but preserving claims under Section 10(b) of the Exchange Act and Section 36(b) of the Investment Company Act of 1940, as amended. On September 15, 2006, the court dismissed the ERISA lawsuit with prejudice. The plaintiff has appealed that dismissal to the United States Court of Appeals for the Fourth Circuit.

Additionally, the company and/or company-affiliated parties have been named as defendants in certain other lawsuits alleging that one or more of Invesco’s funds charged excessive fees, engaged in unlawful distribution practices or inadequately employed fair value pricing. The lawsuits have been filed in both federal and state courts and seek declaratory, injunctive and/or unspecified monetary relief.

The Attorney General’s Office for the State of West Virginia has filed a voluntary dismissal of the previously disclosed civil action brought under the West Virginia Consumer Credit and Protection Act. The Auditor of the State of West Virginia, in his capacity as securities commissioner, has initiated administrative proceedings against many mutual fund companies, including AIM, seeking disgorgement and other monetary relief based on allegations similar to those underlying the market timing lawsuits. AIM’s time to respond to the Auditor’s proceeding has not yet elapsed.

Although it is expected that the payments required under the terms of the regulatory settlement will mitigate any damages payable as a result of the market timing actions, the company cannot predict with certainty the outcome of these actions or any of the other actions mentioned above. The company intends to defend the above-mentioned lawsuits vigorously.

The asset management industry also is subject to extensive levels of ongoing regulatory oversight and examination. In the United States and other jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company and related entities and individuals in the U.S. and other jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in assets under management, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

In the normal course of its business, the company is subject to various litigation matters. Although there can be no assurances, at this time management believes, based on information currently available to it, that it is not probable that the ultimate outcome of any of these actions will have a material adverse effect on the consolidated financial condition of the company.

Acquisition Contingencies

Certain business combinations completed by the company were structured to include contingent consideration provisions. These provisions typically require that the company provides additional consideration contingent upon maintaining or achieving specified growth in management fees or fund launches in future periods. Estimates are made with respect to the future obligations associated with contingent consideration provisions and recorded to the initial goodwill balance at the time business acquisitions are initially recorded. As of September 30, 2007, the goodwill balance included $446.2 million representing the present value of these expected future earn-out distributions. Approximately $16.1 million has been accrued in provisions on the condensed consolidated balance sheet for the imputed interest on these obligations.

Note 12. Reconciliation to U.S. Accounting Principles

The company prepares its condensed consolidated financial statements in accordance with IFRS, which differ in certain material respects from U.S. GAAP.

The following is a summary of material adjustments to profit attributable to equity holders of the parent, which would be required if U.S. GAAP had been applied instead of IFRS.

12

	For the three months						For the nine months
	ended September 30,						ended September 30,
in millions, except per share data	2007			2006			2007			2006
Profit attributable to equity holders of the parent (IFRS)	$	170.6		$	102.0		$	493.4		$	326.6
Compensation:
Retirement benefit plans (a)		(1.6	)		(1.8	)		(4.9	)		(5.4	)
Redundancy and reorganizations (b)		—			—			(1.2	)		(13.1	)
Interest expense — discounting of contingent consideration (c)		4.0			—			12.1			—
Taxation (d)		(1.6	)		0.6			(4.5	)		6.5
Net income (U.S. GAAP) (e)	$	171.4		$	100.8		$	494.9		$	314.6
Earnings per share (U.S. GAAP):
- basic	$	0.21		$	0.13		$	0.62		$	0.40
- diluted	$	0.21		$	0.12		$	0.60		$	0.39

The following is a summary of material adjustments to equity attributable to equity holders of the parent, which would be required if U.S. GAAP had been applied instead of IFRS.

in millions, except per share data	September 30, 2007			December 31, 2006
Equity attributable to equity holders of the parent (IFRS)	$	4,991.6		$	4,270.1
Non-current assets:
Goodwill (c)		1,527.8			1,480.8
Deferred taxation (d)		(88.2	)		(68.2	)
Non-current liabilities:
Provisions — retirement benefit plans (a)		25.6			28.7
Provisions — acquisition (c)		317.9			305.8
Current liabilities:
Accruals and other — redundancy and reorganizations (b)		—			1.2
Interim dividend (f)		(68.6	)		—
Corporation taxation (d)		(15.0	)		—
Provisions — acquisition and other (c)		144.5			150.5
Total shareholders’ equity (U.S. GAAP) (e)	$	6,835.6		$	6,168.9

a: Retirement Benefit Plans

Under IFRS, amounts recognized as a net liability for defined benefit pension and post-retirement medical obligations include the actuarially-determined defined benefit obligation, less the fair value of plan assets, less the unrecognized net actuarial losses, plus the credit to prior service costs recognized during the year. Under U.S. GAAP, pursuant to the company’s adoption of Statement of Financial Accounting Standard (“FASB”) No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, in 2006, amounts recognized as a net liability on the balance sheet include only the actuarially-determined defined benefit obligation less the fair value of plan assets (the funded status of the plans). Under U.S. GAAP, the unrecognized net actuarial losses and the credit to prior service costs are recorded directly to other comprehensive income. Additionally, upon transition to IFRS at January 1, 2004, the company’s cumulative unrecognized net actuarial losses were reset to zero and accordingly are building up again only from the IFRS transition date. The combination of these items results in a greater IFRS balance sheet provision for defined benefit pension and post-retirement medical plans than under U.S. GAAP. Since the cumulative unrecognized net actuarial losses for the company are greater under U.S. GAAP than under IFRS, this results in greater amortization costs under U.S. GAAP.

b: Redundancy and Reorganizations

Certain amounts provided relating to redundancy and reorganization initiatives under IFRS must be expensed over the period of the related initiative under U.S. GAAP.

c: Acquisition Accounting

The company transitioned from U.K. GAAP to IFRS at January 1, 2004. Prior to this date, the U.K. GAAP treatment of goodwill arising on acquisitions prior to 1998 was to eliminate it directly against reserves. These amounts remain in reserves under IFRS. Goodwill arising in 1998 and after was capitalized and amortized through the transition date to IFRS.

Under U.S. GAAP, the amortization of goodwill and indefinite-lived intangible assets ceased at January 1, 2002, and the balances are carried forward at cost less provision for impairment in value. There is therefore a two-year period (2002 and 2003) under which the goodwill balances were amortized, while the U.S. GAAP balances were not.

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Contingent consideration payable related to acquisitions is not recorded under U.S. GAAP until the applicable conditions have been satisfied. Discounting charges related to the contingent consideration that are recorded in interest expense are similarly not recorded under U.S. GAAP.

d: Taxation

Tax expense under U.S. GAAP has been adjusted to reflect the redundancy and reorganization differences (Note b), the additional retirement benefit plan cost (Note a) and the reduction in interest expense (Note c).

Deferred tax assets have been reduced to reflect the remaining redundancy and reorganization differences (Note b), the cumulative decrease in the retirement benefit plan cost (Note a), the cumulative decrease in interest expense (Note c), and share based payments excluding the mark to market tax valuation applied under IFRS.

The implementation of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48) as of January 1, 2007 increased the company’s tax contingencies liability and reduced opening U.S. GAAP retained earnings by $12.6 million.  There were no material increases or decreases in unrecognized tax benefits during the nine-month period ended September 30, 2007.  Additional interest in the amount of $2.4 million has been included in the taxation net income reconciling item from IFRS to U.S. GAAP, resulting in a $15.0 million decrease from IFRS shareholders’ equity to arrive at U.S. GAAP shareholders’ equity as of September 30, 2007.  Based on information currently available, the company does not anticipate any material changes in the liability within the next twelve months.

e: Consolidation of Variable Interest Entities

Compliance with FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an interpretation of ARB 51,” (FIN 46R) would result in a number of investment funds being consolidated into the company’s income statement and balance sheet under U.S. GAAP that are not consolidated under IFRS. For the nine months ended September 30, 2007, the main impact of consolidating these investment funds would be to increase investment income by $158.5 million (nine months ended September 30, 2006: $111.6 million) offset by a similar increase in profit attributable to minority interests. Consolidation also increases our investments at September 30, 2007 by $1,395.6 million (December 31, 2006: $1,461.3 million) again offset by a similar increase in equity attributable to minority interests. Consolidation of these investment funds would not have a material impact on the profit attributable to equity holders of the parent as reported in the income statement nor the equity attributable to equity holders of the parent reported in the balance sheet.

f: Interim Dividend

Interim dividends are recognized when paid under IFRS but are accrued when declared under U.S. GAAP.

Recent U.S. GAAP Accounting Pronouncements

FASB 157, “Fair Value Measurements” and FASB 159, “The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115” are effective for the company beginning January 1, 2008. FASB 157 establishes a framework for measuring fair value, and FASB 159 permits companies the choice of measuring certain financial instruments and certain other items at fair value. The company is currently evaluating the impact of these new accounting standards but does not expect that their adoption will have a material impact on the company’s financial statements.

Note 13. Guarantor Condensed Consolidating Financial Statements

The 4.5% $300.0 million senior notes due 2009, the 5.625% $300.0 million senior notes due 2012, the 5.375% $350.0 million senior notes due 2013 and the 5.375% $200.0 million senior notes due 2014 are fully and unconditionally guaranteed as to payment of principal, interest and any other amounts due thereon by the following wholly-owned subsidiaries of the Parent: A I M Management Group, Inc., A I M Advisors, Inc., Invesco North American Holdings, Inc., and Invesco Institutional (N.A.), Inc. (the “Guarantors”). The guarantees of the Guarantors are joint and several. Presented below are condensed consolidating balance sheets as of September 30, 2007 and December 31, 2006, condensed consolidating income statements for the three- and nine-month periods ended September 30, 2007 and 2006, and cash flow statements for the nine-month periods ended September 30, 2007 and 2006 of the Guarantors.

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Condensed Consolidating Balance Sheets and Reconciliations of Shareholders’ Funds from IFRS to U.S. GAAP

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
September 30, 2007	Subsidiaries			Subsidiaries			Company			Entries			Total
Non-current assets	$	1,769.2		$	6,739.0		$	5,894.2		$	(8,336.2	)	$	6,066.2
Current assets		98.9			4,466.4			35.8			—			4,601.1
Non-current liabilities		(170.2	)		(287.7	)		(1,157.9	)		—			(1,615.8	)
Current liabilities		(369.1	)		(3,646.7	)		(30.7	)		—			(4,046.5	)
Intercompany balances		(25.6	)		(556.2	)		581.8			—			—
Net assets		1,303.2			6,714.8			5,323.2			(8,336.2	)		5,005.0
Capital and reserves:
Share capital		—			1,533.5			84.6			(1,533.5	)		84.6
Share premium		1,005.8			3,837.2			328.5			(4,843.0	)		328.5
Treasury shares		—			—			(105.2	)		—			(105.2	)
Shares held by employee trusts		—			—			—			(684.1	)		(684.1	)
Exchangeable shares		—			352.5			—			—			352.5
Retained earnings		557.0			309.3			1,541.9			(866.3	)		1,541.9
Other reserves		(259.6	)		668.9			3,473.4			(409.3	)		3,473.4
Shareholders’ funds, equity interests under IFRS, excluding minority interests		1,303.2			6,701.4			5,323.2			(8,336.2	)		4,991.6
Minority interests		—			13.4			—			—			13.4
Shareholders’ funds, equity interests under IFRS, including minority interests	$	1,303.2		$	6,714.8		$	5,323.2		$	(8,336.2	)	$	5,005.0
Adjustments to reconcile to U.S. GAAP
Non-current assets:
Goodwill		1,461.9			65.9			1,527.8			(1,527.8	)		1,527.8
Investments		(291.6	)		291.6			—			—			—
Deferred taxation		(36.2	)		(52.0	)		(88.2	)		88.2			(88.2	)
Non-current liabilities:
Provisions — retirement benefit plans		—			25.6			25.6			(25.6	)		25.6
Provisions — acquisition		170.7			147.2			317.9			(317.9	)		317.9
Current liabilities:
Interim dividend		—			—			(68.6	)		—			(68.6	)
Corporation taxation		(1.7	)		(13.3	)		(15.0	)		15.0			(15.0	)
Provisions — acquisition		129.6			14.9			144.5			(144.5	)		144.5
Shareholders’ equity under U.S. GAAP	$	2,735.9		$	7,181.3		$	7,167.2		$	(10,248.8	)	$	6,835.6

15

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
December 31, 2006	Subsidiaries			Subsidiaries			Company			Entries			Total
Non-current assets	$	1,759.0		$	6,332.1		$	5,293.3		$	(7,589.2	)	$	5,795.2
Current assets		130.4			3,331.1			35.3			—			3,496.8
Non-current liabilities		(164.9	)		(287.0	)		(982.6	)		—			(1,434.5	)
Current liabilities		(414.7	)		(2,788.3	)		(379.4	)		—			(3,582.4	)
Intercompany balances		(151.1	)		(376.6	)		527.7			—			—
Net assets		1,158.7			6,211.3			4,494.3			(7,589.2	)		4,275.1
Capital and reserves:
Share capital		—			1,555.1			83.2			(1,555.1	)		83.2
Share premium		1,028.9			3,600.0			205.1			(4,628.9	)		205.1
Shares held by employee trusts		—			—			—			(601.7	)		(601.7	)
Exchangeable shares		—			377.4			—			—			377.4
Retained earnings		397.4			(70.3	)		1,054.9			(327.1	)		1,054.9
Other reserves		(267.6	)		744.1			3,151.1			(476.4	)		3,151.2
Shareholders’ funds, equity interests under IFRS, excluding minority interests		1,158.7			6,206.3			4,494.3			(7,589.2	)		4,270.1
Minority interests		—			5.0			—			—			5.0
Shareholders’ funds, equity interests under IFRS, including minority interests	$	1,158.7		$	6,211.3		$	4,494.3		$	(7,589.2	)	$	4,275.1
Adjustments to reconcile to U.S. GAAP
Non-current assets:
Goodwill		1,461.9			18.9			1,480.8			(1,480.8	)		1,480.8
Investments		(293.8	)		293.8			—			—			—
Deferred taxation		(25.5	)		(42.7	)		(68.2	)		68.2			(68.2	)
Non-current liabilities:
Provisions — retirement benefit plans		—			28.7			28.7			(28.7	)		28.7
Provisions — acquisition		164.2			141.6			305.8			(305.8	)		305.8
Current liabilities:
Accruals and other		0.4			0.8			1.1			(1.1	)		1.2
Provisions — acquisition		129.6			20.9			150.5			(150.5	)		150.5
Shareholders’ equity under U.S. GAAP	$	2,595.5		$	6,668.3		$	6,393.0		$	(9,487.9	)	$	6,168.9

Condensed Consolidating Statements of Income and Reconciliations of Net Income from IFRS to U.S. GAAP

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the three months ended September 30, 2007	Subsidiaries			Subsidiaries			Company			Entries			Total
Net revenues	$	205.9		$	514.4		$	—			—		$	720.3
Operating expenses		(156.4	)		(292.8	)		(2.1	)		—			(451.3	)
Operating profit		49.5			221.6			(2.1	)		—			269.0
Other net expense		(4.4	)		(4.6	)		3.3			—			(5.7	)
Profit before taxation		45.1			217.0			1.2			—			263.3
Taxation		(14.0	)		(68.0	)		(8.2	)		—			(90.2	)
Profit after taxation		31.1			149.0			(7.0	)		—			173.1
Profit attributable to minority interests		—			(2.5	)		—			—			(2.5	)
Profit before share of profits of subsidiaries		31.1			146.5			(7.0	)		—			170.6
Share of profits of subsidiaries		21.4			31.1			177.6			(230.1	)		—
Net profit under IFRS (equity method)	$	52.5		$	177.6		$	170.6		$	(230.1	)	$	170.6
Adjustments to reconcile to U.S. GAAP
Taxation		(0.8	)		(0.8	)		—			—			(1.6	)
Retirement benefit plans		—			(1.6	)		—			—			(1.6	)
Interest expense – discounting of contingent consideration		2.1			1.9			—			—			4.0
Share of adjustment relating to subsidiaries		—			1.3			0.8			(2.1	)		—
Net income (U.S. GAAP)	$	53.8		$	178.4		$	171.4		$	(232.2	)	$	171.4

16

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the three months ended September 30, 2006	Subsidiaries			Subsidiaries			Company			Entries			Total
Net revenues	$	197.3		$	389.8		$	0.0			—		$	587.1
Operating expenses		(159.0	)		(270.1	)		(1.2	)		—			(430.3	)
Operating profit		38.3			119.7			(1.2	)		—			156.8
Other net expense		(0.1	)		(12.6	)		6.4			—			(6.3	)
Profit before taxation		38.2			107.1			5.2			—			150.5
Taxation		(14.5	)		(27.1	)		(6.7	)		—			(48.3	)
Profit after taxation		23.7			80.0			(1.5	)		—			102.2
Profit attributable to minority interests		—			(0.2	)		—			—			(0.2	)
Profit before share of profits of subsidiaries		23.7			79.8			(1.5	)		—			102.0
Share of profits of subsidiaries		17.0			23.7			103.5			(144.2	)		—
Net profit under IFRS (equity method)	$	40.7		$	103.5		$	102.0		$	(144.2	)	$	102.0
Adjustments to reconcile to U.S. GAAP
Taxation		—			0.6			—			—			0.6
Retirement benefit plans		—			(1.8	)		—			—			(1.8	)
Share of adjustment relating to subsidiaries		—			—			(1.2	)		1.2			—
Net income (U.S. GAAP)	$	40.7		$	102.3		$	100.8		$	(143.0	)	$	100.8

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the nine months ended September 30, 2007	Subsidiaries			Subsidiaries			Company			Entries			Total
Net revenues	$	605.5		$	1,508.0		$	0.0			—		$	2,113.5
Operating expenses		(433.1	)		(897.0	)		(5.5	)		—			(1,335.6	)
Operating profit		172.4			611.0			(5.5	)		—			777.9
Other net expense		(7.9	)		(8.6	)		(3.9	)		—			(20.4	)
Profit before taxation		164.5			602.4			(9.4	)		—			757.5
Taxation		(58.9	)		(194.4	)		(7.4	)		—			(260.7	)
Profit after taxation		105.6			408.0			(16.8	)		—			496.8
Profit attributable to minority interests		—			(3.4	)		—			—			(3.4	)
Profit before share of profits of subsidiaries		105.6			404.6			(16.8	)		—			493.4
Share of profits of subsidiaries		52.0			105.6			510.2			(667.8	)		—
Net profit under IFRS (equity method)	$	157.6		$	510.2		$	493.4		$	(667.8	)	$	493.4
Adjustments to reconcile to U.S. GAAP
Redundancy and reorganizations		—			(1.2	)		—			—			(1.2	)
Taxation		(2.3	)		(2.2	)		—			—			(4.5	)
Retirement benefit plans		—			(4.9	)		—			—			(4.9	)
Interest expense – discounting of contingent consideration		6.5			5.6			—			—			12.1
Share of adjustment relating to subsidiaries		—			4.2			1.5			(5.7	)		—
Net income (U.S. GAAP)	$	161.8		$	511.7		$	494.9		$	(673.5	)	$	494.9

17

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the nine months ended September 30, 2006	Subsidiaries			Subsidiaries			Company			Entries			Total
Net revenues	$	593.8		$	1,165.5		$	0.0			—		$	1,759.3
Operating expenses		(438.2	)		(768.9	)		(17.1	)		—			(1,224.2	)
Operating profit		155.6			396.6			(17.1	)		—			535.1
Other net expense		(3.3	)		(29.5	)		4.1			—			(28.7	)
Profit before taxation		152.3			367.1			(13.0	)		—			506.4
Taxation		(55.1	)		(129.1	)		5.7			—			(178.5	)
Profit after taxation		97.2			238.0			(7.3	)		—			327.9
Profit attributable to minority interests		—			(1.3	)		—			—			(1.3	)
Profit before share of profits of subsidiaries		97.2			236.7			(7.3	)		—			326.6
Share of profits of subsidiaries		56.4			97.2			333.9			(487.5	)		—
Net profit under IFRS (equity method)	$	153.6		$	333.9		$	326.6		$	(487.5	)	$	326.6
Adjustments to reconcile to U.S. GAAP
Redundancy and reorganizations		(2.4	)		(10.7	)		—			—			(13.1	)
Taxation		0.9			5.6			—			—			6.5
Retirement benefit plans		—			(5.4	)		—			—			(5.4	)
Share of adjustment relating to subsidiaries		—			(1.5	)		(12.0	)		13.5			—
Net income (U.S. GAAP)	$	152.1		$	321.9		$	314.6		$	(474.0	)	$	314.6

Condensed Consolidating Statements of Cash Flows and U.S. GAAP Cash Flow Information

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the nine months ended September 30, 2007	Subsidiaries			Subsidiaries			Company			Entries			Total
Net cash inflow from operating activities	$	16.5		$	688.0		$	180.8		$	(198.5	)	$	686.8
Net cash outflow from investing activities		(17.2	)		(43.4	)		19.8			—			(40.8	)
Net cash outflow from financing activities		—			(347.0	)		(204.7	)		198.5			(353.2	)
Increase in cash and cash equivalents	$	(0.7	)	$	297.6		$	(4.1	)	$	0.0		$	292.8

				Non-			INVESCO			Consolidated
in millions	Guarantor			Guarantor			PLC Parent			Elimination			Consolidated
For the nine months ended September 30, 2006	Subsidiaries			Subsidiaries			Company			Entries			Total
Net cash inflow from operating activities	$	96.7		$	(61.4	)	$	197.7		$	(1.4	)	$	231.6
Net cash outflow from investing activities		(112.4	)		162.4			(212.0	)		—			(162.0	)
Net cash outflow from financing activities		—			(159.5	)		14.3			1.4			(143.8	)
Decrease in cash and cash equivalents	$	(15.7	)	$	(58.5	)	$	0.0		$	0.0		$	(74.2	)

Note 14. Subsequent Events

Between October 1, 2007 and October 8, 2007, the company repurchased 1.2 million of its own shares at a cost of $17.1 million. On October 8, 2007, the company entered into an irrevocable, non-discretionary program to repurchase ordinary shares on its own behalf of up to $40.0 million (or 2.5 million shares) from October 9, 2007 to November 8, 2007. The program was completed on November 8, 2007 resulting in the acquisition of 2.5 million shares at a cost of $36.6 million.

The 2007 interim dividend of $0.082 per share ($68.6 million: $67.1 million for ordinary shares and $1.5 million for exchangeable shares) was paid on October 25, 2007, to shareholders of record on September 21, 2007.

On November 6, 2007, the company entered into a 15 year lease agreement for new principal executive offices in Atlanta, Georgia. The lease is for 101,000 sq. ft. with options on an additional 100,000 sq. ft., which are expected to be taken down before the lease term begins in August 2008. The total lease cost for the initial lease space is $54.4 million over the lease period, rising to $108.8 million if all additional space is taken down.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto which appear elsewhere in this report. Except for the historical financial information, this Quarterly Report on Form 10-Q may include statements that constitute “forward-looking statements” under the United States securities laws. Forward-looking statements include information concerning possible or assumed future results of our operations, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, acquisition activities and the effect of completed acquisitions, debt levels and the ability to obtain additional financing or make payments on our debt, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, when used in this Quarterly Report on Form 10-Q, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” and any other statement that necessarily depends on future events, are intended to identify forward-looking statements.   Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements. In connection with any forward-looking statements, you should carefully consider the areas of risk described herein.

Executive Overview

The following narrative summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview supplements, and should be read in conjunction with, the condensed consolidated financial statements of INVESCO PLC and its subsidiaries (collectively, the “company” or “Invesco”) and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Prior to July 2007, we qualified as a “foreign private issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for purposes of the filing and disclosure requirements under the United States federal securities laws. As a “foreign private issuer”, we prepared our financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, with a reconciliation to accounting principles generally accepted in the United States (“U.S. GAAP”). Now that we no longer qualify as a “foreign private issuer”, we are required to present our financial statements in United States Securities and Exchange Commission (“SEC”) periodic reports in accordance with U.S. GAAP. The financial statements included in this Form 10-Q are prepared in accordance with IFRS, consistent with our past periodic reports, including our Annual Report on Form 20-F for the year ended December 31, 2006, and include a reconciliation to U.S. GAAP. The SEC staff has informed us that it will not object to this presentation for purposes of this Form 10-Q. Management’s Discussion and Analysis has also been prepared in accordance with IFRS. We will begin presenting our financial statements in accordance with U.S. GAAP in our Form 10-K for the year ended December 31, 2007. Throughout this discussion, certain prior period balances have been reclassified to conform to the current presentation.

During the first nine months of 2007, we had profit attributable to equity holders of the parent of $493.4 million, compared to $326.6 million during the same period in 2006. The increase in profit attributable to equity holders of the parent was driven by the following factors:

• An increase in net revenues of $354.2 million (20.1%) driven mainly by growth in average assets under management (“AUM”) of $68.6 billion or 16.6%.

• Growth in interest income of $20.0 million (118.3%) as a result, largely, of growth in our interest-earning cash balances.

The factors above that contributed to the growth in profit during the first nine months of 2007 were offset in part, by the following:

• An increase of $36.2 million (4.6%) in compensation expense due predominantly to an increase in bonus accruals resulting from performance against corporate objectives.

• General and administrative expenses increased by $54.5 million (35.4%). The largest component of this increase was growth in amortization of intangibles associated with the WL Ross & Co. LLC (“WL Ross”) acquisition.

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• An increase in income tax expense of $82.2 million (46.1%) which moved in line with the increase in profit before taxation.

General

Invesco is a leading independent global investment management company, dedicated to helping people worldwide build their financial security. By delivering the combined power of our distinctive worldwide investment management capabilities including AIM, Atlantic Trust, Invesco, Perpetual, Powershares, Trimark, and WL Ross, Invesco provides a comprehensive array of enduring investment solutions for retail, institutional and high net worth clients around the world. Operating in 20 countries, the company is listed on the London, New York and Toronto stock exchanges under the symbol IVZ. Additional information is available at www.invesco.com.

We are committed to delivering the combined power of our distinctive worldwide investment management capabilities globally. We believe that our discipline-specific teams provide us with a competitive advantage. In addition, we offer multiple investment objectives within the various asset classes and products that we manage. Our asset classes include equity, fixed income, balanced, money market, stable value and alternatives.

During 2006, we completed two acquisitions that impacted our financial results during the nine months ended September 30, 2007 but had minimal effect during the nine months ended September 30, 2006 due to the timing of the transactions. On September 18, 2006, we acquired PowerShares, a leading provider of exchange-traded funds (ETFs). As of September 30, 2007, PowerShares managed approximately $13.8 billion in assets related to ETF products. On October 3, 2006, we acquired WL Ross, one of the industry’s leading financial restructuring groups, expanding the range of high-quality alternative investment offerings for our clients. Led by Wilbur Ross and his team, WL Ross assumed responsibility for our direct private equity business, with $5.9 billion in combined assets as of September 30, 2007.

As a result of no longer qualifying as a “foreign private issuer”, we are now subject to more extensive SEC filing requirements in the U.S. in addition to the existing requirements of the Financial Services Authority in the United Kingdom. We, as previously announced, therefore intend to move our primary listing from the London Stock Exchange to the New York Stock Exchange and relocate our domicile from the United Kingdom to Bermuda. An Extraordinary General Meeting of shareholders will convene on November 14, 2007, to allow shareholders to approve the change in domicile and the move of the primary listing of our shares from the London Stock Exchange to the New York Stock Exchange which we expect to become effective on December 4, 2007. We estimate that the one-time costs associated with this transition will be approximately $12 million to be incurred in the fourth quarter of 2007.

Industry Discussion

Most major equity market indices proved volatile in the third quarter of 2007 as U.S. mortgage concerns led to a global contraction in credit availability. Concerned about a faltering economy, the U.S. Federal Reserve lowered short term rates by 75 basis points in two separate actions during the months of September and October. Despite this volatility, most major market indices increased during the quarter. The Dow Jones Industrial Average, the S&P 500, Nasdaq Composite Index and the MSCI EAFE were up 4%, 2%, 4%, and 2% respectively, while the Nikkei 225 and the FTSE 100 were down 7% and 1%, respectively, for the quarter ended September 30, 2007. Year-to-date returns through September 30, 2007 were largely positive with the MSCI EAFE up 14%, the Dow Jones Industrial Average up 13%, the Nasdaq Composite Index up 12%, the S&P 500 up 9%, the FTSE 100 up 7% and the Nikkei 225 down 2%.  The Lehman Brothers U.S. Aggregate Bond Index returned 4% year-to-date through September 30,  2007 and 3% for the third quarter, despite concerns about the implications of tighter credit on the broader economy and the inability of markets to absorb the pending leveraged buyout-related issuance.

Investment Performance

	% of AUM in Top Half of Peer Group
	1yr									3yr									5yr
Retail Results (1)	Sep-07			Jun-07			Sep-06			Sep-07			Jun-07			Sep-06			Sep-07			Jun-07			Sep-06
U.S. (Lipper)		46	%		62	%		65	%		60	%		67	%		68	%		72	%		70	%		62	%
U.S. (Morningstar)		49	%		66	%		67	%		69	%		72	%		57	%		54	%		80	%		78	%
Canada		22	%		79	%		50	%		23	%		34	%		17	%		14	%		32	%		80	%
U.K.		83	%		93	%		97	%		87	%		89	%		97	%		93	%		96	%		98	%
Cont. Europe & Asia		57	%		56	%		45	%		51	%		78	%		78	%		86	%		77	%		82	%

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	% of AUM Ahead of Benchmark
	1yr									3yr									5yr
Institutional Results (2)	Sep-07			Jun-07			Sep-06			Sep-07			Jun-07			Sep-06			Sep-07			Jun-07			Sep-06
Equity		32	%		27	%		97	%		55	%		53	%		100	%		58	%		54	%		99	%
Fixed Income		33	%		74	%		96	%		94	%		96	%		94	%		96	%		99	%		99	%
Money Market (3)		98	%		97	%		97	%		98	%		97	%		97	%		98	%		97	%		97	%
Alternative		80	%		73	%		100	%		99	%		100	%		100	%		94	%		94	%		100	%

(1)	Retail performance is based on peer rankings. Sources include: Morningstar, Lipper and S&P Micropal.
(2)	Institutional includes representative products managed in Atlanta, New York, Frankfurt, Louisville and London.
(3)	Money market figures apply to percent of AUM in top half of peer group (versus benchmark for equity and fixed income).

Critical Accounting Policies

There have been no material changes during the nine months ended September 30, 2007 from the critical accounting policy discussion contained within our Annual Report on Form 20-F for the year ended December 31, 2006.

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Assets Under Management

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in the mix of investment products between asset classes may materially affect our revenues from period-to-period. Changes in AUM and the associated average balances were as follows:

(in billions)	Q307			Q306			% Change
Beginning Assets	$	491.6		$	413.8			18.8	%
Inflows		31.1			16.3			90.8	%
Outflows		(30.9	)		(17.0	)		81.8	%
Net flows		0.2			(0.7	)		(128.6	)%
Net flows in money market funds and other		5.7			4.6			23.9	%
Market gains/reinvestment		4.1			13.4			(69.4	)%
Acquisitions		—			6.3			n/a
Foreign currency		5.6			3.2			75.0	%
Ending Assets	$	507.2		$	440.6			15.1	%
Average long-term AUM		428.4			362.0			18.3	%
Average institutional money market AUM		66.3			64.4			3.0	%
Average AUM	$	494.7		$	426.4			16.0	%
Net revenue yield on AUM (annualized)(a)	58.2bps			55.1bps
Net revenue yield on AUM before performance fees (annualized)	57.9bps			54.1bps

AUM by Channel

										Private Wealth
(in billions)	Total			Retail			Institutional			Management
June 30, 2007	$	491.6		$	256.1		$	218.2		$	17.3
Inflows		31.1			21.5			8.5			1.1
Outflows		(30.9	)		(21.2	)		(8.6	)		(1.1	)
Net flows		0.2			0.3			(0.1	)		—
Net flows in money market funds and other		5.7			(0.1	)		5.8			—
Market gains/reinvestment		4.1			1.8			2.0			0.3
Foreign currency		5.6			4.2			1.4			—
September 30, 2007	$	507.2		$	262.3		$	227.3		$	17.6

21

										Private Wealth
(in billions)	Total			Retail			Institutional			Management
June 30, 2006	$	413.8		$	202.4		$	195.0		$	16.4
Inflows		16.3			11.5			4.0			0.8
Outflows		(17.0	)		(12.7	)		(3.5	)		(0.8	)
Net flows		(0.7	)		(1.2	)		0.5			—
Net flows in money market funds and other		4.6			(0.2	)		4.8			—
Market gains/reinvestment		13.4			9.3			3.5			0.6
Acquisitions		6.3			6.3			—			—
Foreign currency		3.2			2.2			1.0			—
September 30, 2006	$	440.6		$	218.8		$	204.8		$	17.0

AUM by Asset Class

							Fixed						Money			Stable			Alter-
(in billions)	Total			Equity(c)			Income			Balanced			Market			Value			natives(d)
June 30, 2007(b)	$	491.6		$	243.3		$	42.9		$	39.9		$	64.8		$	46.1		$	54.6
Inflows		31.1			19.7			1.9			2.8			0.4			1.1			5.2
Outflows		(30.9	)		(16.0	)		(3.3	)		(1.9	)		(0.4	)		(6.6	)		(2.7	)
Net flows		0.2			3.7			(1.4	)		0.9			—			(5.5	)		2.5
Net flows in money market funds and other		5.7			0.1			(0.6	)		0.2			6.0			—			—
Market gains/reinvestment		4.1			2.5			0.9			(0.3	)		0.1			0.3			0.6
Foreign currency		5.6			3.2			0.7			1.3			0.1			—			0.3
September 30, 2007	$	507.2		$	252.8		$	42.5		$	42.0		$	71.0		$	40.9		$	58.0

							Fixed									Stable			Alter-
(in billions)	Total			Equity(c)			Income			Balanced			Money Market			Value			natives
June 30, 2006(b)	$	413.8		$	183.3		$	57.3		$	40.4		$	61.3		$	47.2		$	24.3
Inflows		16.3			7.9			4.2			1.4			0.3			1.2			1.3
Outflows		(17.0	)		(8.9	)		(4.4	)		(1.5	)		(0.7	)		(0.8	)		(0.7	)
Net flows		(0.7	)		(1.0	)		(0.2	)		(0.1	)		(0.4	)		0.4			0.6
Net flows in money market funds and other		4.6			—			0.1			(0.2	)		4.7			—			—
Market gains/reinvestment		13.4			7.7			1.7			2.9			0.1			0.4			0.6
Acquisitions		6.3			6.3			—			—			—			—			—
Foreign currency		3.2			2.3			0.5			0.1			0.1			—			0.2
September 30, 2006	$	440.6		$	198.6		$	59.4		$	43.1		$	65.8		$	48.0		$	25.7

AUM by Client Domicile

(in billions)	Total			U.S.			Canada			U.K.			Europe			Asia
June 30, 2007(b)	$	491.6		$	291.3		$	48.8		$	85.5		$	36.6		$	29.4
Inflows		31.1			12.7			1.4			4.6			5.3			7.1
Outflows		(30.9	)		(17.9	)		(1.5	)		(2.5	)		(5.6	)		(3.4	)
Net flows		0.2			(5.2	)		(0.1	)		2.1			(0.3	)		3.7
Net flows in money market funds and other		5.7			6.5			—			(0.3	)		(0.1	)		(0.4	)
Market gains/reinvestment		4.1			3.7			(2.7	)		(0.5	)		0.9			2.7
Foreign currency		5.6			—			3.2			0.9			0.8			0.7
September 30, 2007	$	507.2		$	296.3		$	49.2		$	87.7		$	37.9		$	36.1

22

(in billions)	Total			U.S.			Canada			U.K.			Europe			Asia
June 30, 2006	$	413.8		$	246.0		$	43.0		$	58.2		$	42.1		$	24.5
Inflows		16.3			5.0			1.5			2.8			4.7			2.3
Outflows		(17.0	)		(7.7	)		(2.2	)		(1.8	)		(4.2	)		(1.1	)
Net flows		(0.7	)		(2.7	)		(0.7	)		1.0			0.5			1.2
Net flows in money market funds and other		4.6			4.2			0.1			0.1			0.2			—
Market gains/reinvestment		13.4			5.1			2.0			4.0			1.2			1.1
Acquisitions		6.3			6.3			—			—			—			—
Foreign currency		3.2			—			0.2			1.8			0.3			0.9
September 30, 2006	$	440.6		$	258.9		$	44.6		$	65.1		$	44.3		$	27.7

(a)	Net revenue yield on AUM is equal to net revenue divided by average AUM.
(b)	The asset class beginning balances were adjusted to reflect certain asset reclassifications.
(c)	Includes PowerShares’s ETF AUM ($13.8 billion at September 30, 2007 and $6.6 billion at September 30, 2006), which are primarily invested in equity securities.
(d)	Assets have been restated beginning December 31, 2006 to reflect an amended definition of the alternative asset class. The alternative asset class includes real estate, private equity and absolute return strategies.

Profitability

	For the three months				$ Change		% Change
	ended September 30,				Favorable/		Favorable/
$ in millions	2007		2006		(Unfavorable)		(Unfavorable)
Profit attributable to equity holders of the parent	$	170.6	$	102.0	$	68.6		67.3	%

The most significant driver of the growth in profit attributable to equity holders in the current period was a $133.2 million increase in net revenue resulting mainly from growth in AUM. Operating expenses increased by $21.0 million as increasing amortization of management contract intangibles, an onerous lease charge and increased marketing expenses were somewhat offset by lower compensation expense. Tax expense also increased by $41.9 million as taxable income grew significantly.

Revenues

	For the three months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Management revenues	$	816.2		$	641.7		$	174.5			27.2	%
Service and distribution revenues		150.6			130.8			19.8			15.1
Other revenues		26.1			18.8			7.3			38.8
Total revenues		992.9			791.3			201.6			25.5
Third-party distribution, service and advisory fees		(272.6	)		(204.2	)		(68.4	)		(33.5	)
Net revenues	$	720.3		$	587.1		$	133.2			22.7

Management Revenues

Management fee revenues are derived from providing professional services to manage client accounts and include fees received from retail mutual funds, unit trusts, investment companies with variable capital (ICVCs), investment trusts and institutional advisory contracts. Management fees for products offered in the retail distribution channel are generally calculated as a percentage of the daily average asset balances and therefore vary as the levels of AUM change resulting from inflows, outflows and market movements. Management fees for products offered in the institutional distribution channel are calculated in accordance with the underlying investment management contracts and also vary in relation to the level of client assets managed, and in certain cases are also based upon investment performance.

Management fees received from unit trusts and retail mutual funds increased by $150.7 million. Management revenues in the institutional channel also increased by $20.0 million as a result of increased average AUM.

23

Performance fees decreased by $6.4 million in the three months ended September 30, 2007 compared with the same period in 2006 as a result of relative performance against targets.

Service and Distribution Revenues

Service revenues represent fees charged to cover several types of expenses, including fund accounting fees, fund-related regulatory filings and other maintenance costs for mutual funds and unit trusts, and administrative fees received from closed-ended funds. Distribution revenues include 12b-1 fees received from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Service and distribution revenues increased from the same period in 2006 due largely to growth in AUM.

Other Revenues

Other revenues include fees derived primarily from transaction commissions received from sales of certain of our retail funds and fees received upon the closing of real estate investment transactions in our real estate group. Substantially all of the growth in these revenues pertained to increased activity in the U.K. The retail fund revenues are generally offset, however, by commissions paid on behalf of clients to external parties which are recognized in the third-party distribution, service and advisory fees line item which is deducted from total revenues to arrive at net revenues.

Third-Party Distribution, Service and Advisory Fees

Third-party distribution, service and advisory fees are passed through to external parties and are presented separately from total revenues to arrive at net revenues. The largest increase in this line item related to renewal commissions which grew by $54.5 million during the three months ended September 30, 2007 from the same period in 2006. Renewal commissions are paid to independent financial advisors for as long as the clients’ assets are invested and are payments for the servicing of the client accounts. Renewal commissions are calculated based upon a percentage of the AUM value which increased from period-to-period.

Operating Expenses

	For the three months				$ Change			% Change
	ended September 30,				Favorable/			Favorable/
$ in millions	2007		2006		(Unfavorable)			(Unfavorable)
Compensation	$	273.1	$	288.3	$	15.2			5.3	%
Marketing		41.3		31.6		(9.7	)		(30.7	)
Property and office		36.5		27.1		(9.4	)		(34.7	)
Technology and telecommunications		30.4		30.5		0.1			0.3
General and administrative		70.0		52.8		(17.2	)		(32.6	)
Total operating expenses	$	451.3	$	430.3	$	(21.0	)		(4.9	)

Compensation

Compensation represents the largest component of total operating expenses constituting 61% and 67% of the total for the three-month periods ended September 30, 2007 and 2006, respectively. In line with the reduction in compensation expense from the same period in 2006, the ending headcount decreased from 5,499 at September 30, 2006 to 5,390 at September 30, 2007. The main driver of the decrease in compensation expense from the same period in 2006 was a $40.4 million decrease in share-based compensation as a result of a $41.1 million charge taken during the third quarter of 2006 for previously unrecognized costs pertaining to certain performance-based share options granted in 2003 that vested in February 2007. The cumulative adjustment was the result of a change in expectations with respect to whether the performance targets associated with the grants would be achieved. Offsetting the decrease in share-based compensation was an increase of $21.1 million in employee bonus accruals reflecting current expectations of annual bonus levels.

Marketing

The overall growth in marketing expenses was partially the result of an increase in marketing support payments, which are payments made to distributors of certain of our retail products over and above the 12b-1 distribution payments. We also incurred additional expense during the quarter ended September 30, 2007 for the launch of new alternative products in our institutional channel.

24

Property and Office

The growth in property and office expense was mainly due to recognition of a $7.4 million provision related to office space in Denver, Colorado that we have vacated and subleased.

General and Administrative

The increase in general and administrative was the result of increases in amortization of intangibles arising from the acquisition of WL Ross in October 2006, professional services and product launch expenses.

Other Non-Operating Income and Expense

	For the three months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Interest income	$	14.2		$	6.6		$	7.6			115.2	%
Other realized gains		7.9			11.2			(3.3	)		(29.5	)
Other realized losses		(7.4	)		(4.4	)		(3.0	)		(68.2	)
Interest expense		(20.4	)		(19.7	)		(0.7	)		(3.6	)
Other non-operating income and expense	$	(5.7	)	$	(6.3	)	$	0.6			9.5

The largest component of the change in other non-operating income and expense was interest income which increased more than two-fold as a result of growth in our interest-earning cash balances. This increase was offset by lesser changes in realized gains and realized losses.

Tax Expense

	For the three months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Income tax expense	$	(90.2	)	$	(48.3	)	$	(41.9	)		(86.7	)%

Our subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory income tax rate will vary from year-to-year depending on the mix of the profits and losses of our subsidiaries. The majority of our profits are earned in the U.S., Canada and the U.K. The current U.K. statutory tax rate is 30%, the Canadian statutory tax rate is 36% and the U.S. statutory tax rate can range from 36%–42% depending upon the applicable state tax rate(s). Effective April 1, 2008, the U.K. statutory tax rate will be reduced to 28%.

Income tax expense increased as a result of our increased profit before taxes. Our effective tax rate for the three months ended September 30, 2007 was 34.3%, up from 32.1% for the three months ended September 30, 2006. The difference is due primarily to the reduction in the year-to-date September 30, 2006 blended statutory tax rate being recorded in the third quarter of 2006.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Assets Under Management

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in the mix of investment products between asset classes may materially affect our revenues from period-to-period. Changes in AUM and the associated average balances were as follows:

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(in billions)	September 30, 2007			September 30, 2006			% Change
Beginning Assets	$	462.6		$	386.3			19.8	%
Inflows		89.0			62.9			41.5	%
Outflows		(87.4	)		(59.7	)		46.4	%
Net flows		1.6			3.2			(50.0	)%
Net flows in money market funds and other		6.6			14.2			(53.5	)%
Market gains/reinvestment		25.0			22.5			11.1	%
Acquisitions		—			6.3			n/a
Foreign currency		11.4			8.1			40.7	%
Ending Assets	$	507.2		$	440.6			15.1	%
Average long-term AUM		419.6			352.4			19.1	%
Average institutional money market AUM		63.5			62.1			2.3	%
Average AUM	$	483.1		$	414.5			16.6	%
Net revenue yield on AUM (annualized)(a)	58.3bps			56.6bps
Net revenue yield on AUM before performance fees (annualized)	56.8bps			54.8bps

AUM by Channel

										Private Wealth
(in billions)	Total			Retail			Institutional			Management
December 31, 2006	$	462.6		$	234.0		$	211.8		$	16.8
Inflows		89.0			63.7			21.5			3.8
Outflows		(87.4	)		(58.9	)		(24.3	)		(4.2	)
Net flows		1.6			4.8			(2.8	)		(0.4	)
Net flows in money market funds and other		6.6			(0.3	)		6.9			—
Market gains/reinvestment		25.0			14.8			9.0			1.2
Foreign currency		11.4			9.0			2.4			—
September 30, 2007	$	507.2		$	262.3		$	227.3		$	17.6

										Private Wealth
(in billions)	Total			Retail			Institutional			Management
December 31, 2005	$	386.3		$	190.2		$	179.8		$	16.3
Inflows		62.9			44.0			15.7			3.2
Outflows		(59.7	)		(42.2	)		(14.3	)		(3.2	)
Net flows		3.2			1.8			1.4			—
Net flows in money market funds and other		14.2			1.2			13.0			—
Market gains/reinvestment		22.5			13.6			8.2			0.7
Acquisitions		6.3			6.3			—			—
Foreign currency		8.1			5.7			2.4			—
September 30, 2006	$	440.6		$	218.8		$	204.8		$	17.0

AUM by Asset Class

													Money			Stable			Alter-
(in billions)	Total			Equity(c)			Fixed Income			Balanced			Market			Value			natives (d)
December 31, 2006(b)	$	462.6		$	217.5		$	42.8		$	38.2		$	64.3		$	46.9		$	52.9
Inflows		89.0			55.5			8.3			7.9			1.1			3.5			12.7
Outflows		(87.4	)		(45.8	)		(11.8	)		(7.2	)		(1.6	)		(10.8	)		(10.2	)
Net flows		1.6			9.7			(3.5	)		0.7			(0.5	)		(7.3	)		2.5
Net flows in money market funds and other		6.6			(0.3	)		0.3			(0.5	)		7.1			—			—
Market gains/reinvestment		25.0			18.7			1.6			1.2			—			1.3			2.2
Foreign currency		11.4			7.2			1.3			2.4			0.1			—			0.4
September 30, 2007	$	507.2		$	252.8		$	42.5		$	42.0		$	71.0		$	40.9		$	58.0

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							Fixed						Money			Stable			Alter-
(in billions)	Total			Equity(c)			Income			Balanced			Market			Value			natives
December 31, 2005(b)	$	386.3		$	176.0		$	32.0		$	34.3		$	52.1		$	45.7		$	46.2
Inflows		62.9			29.2			19.0			5.2			1.4			3.6			4.5
Outflows		(59.7	)		(34.5	)		(11.2	)		(6.4	)		(2.4	)		(2.8	)		(2.4	)
Net flows		3.2			(5.3	)		7.8			(1.2	)		(1.0	)		0.8			2.1
Net flows in money market funds and other		14.2			—			0.1			(0.3	)		14.4			—			—
Market gains/reinvestment		22.5			14.5			1.6			3.5			0.2			1.5			1.2
Acquisitions		6.3			6.3			—			—			—			—			—
Foreign currency		8.1			5.6			1.2			0.7			0.1			—			0.5
September 30, 2006	$	440.6		$	197.1		$	42.7		$	37.0		$	65.8		$	48.0		$	50.0

AUM by Client Domicile

(in billions)	Total			U.S.			Canada			U.K.			Europe			Asia
December 31, 2006	$	462.6		$	280.5		$	43.2		$	74.6		$	38.1		$	26.2
Inflows		89.0			35.5			5.5			15.7			15.9			16.4
Outflows		(87.4	)		(44.4	)		(4.6	)		(6.8	)		(20.1	)		(11.5	)
Net flows		1.6			(8.9	)		0.9			8.9			(4.2	)		4.9
Net flows in money market funds and other		6.6			7.5			—			0.1			(0.3	)		(0.7	)
Market gains/reinvestment		25.0			17.2			(1.8	)		2.0			2.5			5.1
Foreign currency		11.4			—			6.9			2.1			1.8			0.6
September 30, 2007	$	507.2		$	296.3		$	49.2		$	87.7		$	37.9		$	36.1

(in billions)	Total			U.S.			Canada			U.K.			Europe			Asia
December 31, 2005(b)	$	386.3		$	250.7		$	38.7		$	53.7		$	25.0		$	18.2
Inflows		62.9			21.2			3.2			9.0			19.1			10.4
Outflows		(59.7	)		(28.4	)		(6.1	)		(6.3	)		(12.2	)		(6.7	)
Net flows		3.2			(7.2	)		(2.9	)		2.7			6.9			3.7
Net flows in money market funds and other		14.2			12.7			0.4			0.2			0.8			0.1
Market gains/reinvestment		22.5			11.2			2.6			5.5			1.9			1.3
Acquisitions		6.3			6.3			—			—			—			—
Foreign currency		8.1			—			1.9			3.8			2.2			0.2
September 30, 2006	$	440.6		$	273.7		$	40.7		$	65.9		$	36.8		$	23.5

(a)	Net revenue yield on AUM is equal to net revenue divided by average AUM.
(b)	The beginning balances were adjusted to reflect certain asset reclassifications.
(c)	Includes PowerShares’s ETF AUM ($13.8 billion at September 30, 2007 and $6.6 at September 30, 2006), which are primarily invested in equity securities.
(d)	Assets have been restated beginning December 31, 2006 to reflect an amended definition of the alternative asset class. The alternative asset class includes real estate, private equity and absolute return strategies.

Profitability

	For the nine months				$ Change		% Change
	ended September 30,				Favorable/		Favorable/
$ in millions	2007		2006		(Unfavorable)		(Unfavorable)
Profit attributable to equity holders of the parent	$	493.4	$	326.6	$	166.8		51.1	%

The most significant driver of the growth in profit attributable to equity holders in the current period was a $354.2 million increase in net revenues resulting mainly from growth in AUM. Operating expenses increased by $111.4 million largely due to growth in compensation expense as a result of increasing bonus accruals due to current expectations with respect to annual bonus payments in addition to increasing amortization of intangibles associated with the WL Ross acquisition. Tax expense increased by $82.2 million as taxable income grew significantly.

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Revenues

	For the nine months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Management revenues	$	2,363.3		$	1,887.6		$	475.7			25.2	%
Service and distribution revenues		442.3			399.4			42.9			10.7
Other revenues		78.6			75.6			3.0			4.0
Total revenues		2,884.2			2,362.6			521.6			22.1
Third-party distribution, service and advisory fees		(770.7	)		(603.3	)		(167.4	)		(27.7	)
Net revenues	$	2,113.5		$	1,759.3		$	354.2			20.1

Management Revenues

Management fees received from unit trusts and retail mutual funds increased by $384.1 million. Management revenues in the institutional channel also increased by $56.8 million as a result of increased average AUM.

Performance fees increased by $1.0 million during the nine months ended September 30, 2007 compared with the same period in 2006 as a result of relative performance against targets.

Service and Distribution Revenues

Service revenues represent fees charged to cover several types of expenses, including fund accounting fees, fund-related regulatory filings and other maintenance costs for mutual funds and unit trusts, and administrative fees received from closed-ended funds. Distribution revenues include 12b-1 fees received from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Service and distribution revenues increased from the same period in 2006 due to growth in AUM.

Other Revenues

Other revenues include fees derived primarily from transaction commissions received from sales of certain of our retail funds and fees received upon the closing of real estate investment transactions in our real estate group. Substantially all of the growth in these revenues pertained to increased activity in the U.K. The retail fund revenues are generally offset, however, by commissions paid on behalf of clients to external parties which are recognized in the third-party distribution, service and advisory fees line item which is deducted from total revenues to arrive at net revenues.

Third-Party Distribution, Service and Advisory Fees

Third-party distribution, service and advisory fees are passed through to external parties and are presented separately from total revenues to arrive at net revenues. The largest increase in this line item related to renewal commissions which grew by $145.7 million during the nine months ended September 30, 2007 from the same period in 2006. Renewal commissions are paid to independent financial advisors for as long as the clients’ assets are invested and are payments for the servicing of the client accounts. Renewal commissions are calculated based upon a percentage of the AUM value which increased from period-to-period.

Operating Expenses

	For the nine months				$ Change			% Change
	ended September 30,				Favorable/			Favorable/
$ in millions	2007		2006		(Unfavorable)			(Unfavorable)
Compensation	$	829.3	$	793.1	$	(36.2	)		(4.6	)%
Marketing		114.7		103.3		(11.4	)		(11.0	)
Property and office		95.2		81.1		(14.1	)		(17.4	)
Technology and telecommunications		87.9		92.7		4.8			5.2
General and administrative		208.5		154.0		(54.5	)		(35.4	)
Total operating expenses	$	1,335.6	$	1,224.2	$	(111.4	)		(9.1	)

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Compensation

Compensation represents the largest component of total operating expenses constituting 62% and 65% of the total for the nine-month periods ended September 30, 2007 and 2006, respectively. Compensation expense increased from the same period in 2006 in spite of a decrease in headcount from 5,499 at September 30, 2006 to 5,390 at September 30, 2007. The main driver of the increase in compensation expense from the same period in 2006 was a $47.1 million increase in employee bonus accruals reflecting current expectations of management with respect to annual bonus levels along with a $10.6 million increase in sales incentive bonuses. In addition, expenses related to headcount reductions increased by $8.4 million during the nine months ended September 30, 2007 when compared with the same period in 2006. Offsetting the overall increase in compensation expense was a $37.3 million decrease in share-based compensation as a result of a $41.1 million charge taken during the third quarter of 2006 for previously unrecognized costs pertaining to certain performance-based share options granted in 2003 that vested in February 2007. The cumulative adjustment was the result of a change in expectations with respect to whether the performance targets associated with the grants would be achieved.

Marketing

The overall growth in marketing expenses was partially the result of an increase in marketing support payments, which are payments made to distributors of certain of our retail products over and above the 12b-1 distribution payments. In addition, we also incurred additional expense during the current year for the launch of new alternative products in our institutional channel.

Property and Office

The growth in property and office expense was mainly due to recognition of a $7.4 million provision related to office space in Denver, Colorado that we have vacated and subleased.

Technology and Telecommunications

These costs decreased due to a $3.7 million reduction in software amortization as a result of certain items becoming fully depreciated since the nine months ended September 30, 2006 along with a $2.1 million reduction in expenditures on external programming and consulting.

General and Administrative

The increase in general and administrative was the result of increases in amortization of intangibles arising mainly from the acquisition of WL Ross in October 2006, professional services, corporate travel and product launch expenses.

Other Non-Operating Income and Expense

	For the nine months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Interest income	$	36.9		$	16.9		$	20.0			118.3	%
Other realized gains		22.0			18.8			3.2			17.0
Other realized losses		(13.6	)		(8.1	)		(5.5	)		(67.9	)
Interest expense		(65.7	)		(56.3	)		(9.4	)		(16.7	)
Other non-operating income and expense	$	(20.4	)	$	(28.7	)	$	8.3			28.9

The largest driver of the upward movement in total other non-operating income and expense was interest income which increased more than two-fold as a result of growth in our interest-earning cash balances. This increase was partially offset by interest expense which increased as a result of $12.1 million in imputed interest related to expected future payments associated with contingent consideration provisions on certain business combinations completed in the latter part of 2006 which impacted the entire nine-month period ended September 30, 2007.

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Tax Expense

	For the nine months						$ Change			% Change
	ended September 30,						Favorable/			Favorable/
$ in millions	2007			2006			(Unfavorable)			(Unfavorable)
Income tax expense	$	(260.7	)	$	(178.5	)	$	(82.2	)		(46.1)	%

Our subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory income tax rate will vary from year-to-year depending on the mix of the profits and losses of our subsidiaries. The majority of our profits are earned in the U.S., Canada and the U.K. The current U.K. statutory tax rate is 30%, the Canadian statutory tax rate is 36% and the U.S. statutory tax rate can range from 36%—42% depending upon the applicable state tax rate(s). Effective April 1, 2008, the U.K. statutory tax rate will be reduced to 28%.

Income tax expense increased as a result of our increased profit before taxes. Our effective tax rate for the nine months ended September 30, 2007 was 34.4%, down from 35.2% for the nine months ended September 30, 2006. The impact of the reduction in the blended statutory rate was partially offset by increases in additional taxes on subsidiary dividends and additional unrecognized subsidiary operating losses.

Balance Sheet

The following table presents balance sheet line items that changed significantly from December 31, 2006 to September 30, 2007 and other line items of note:

	September 30,		December 31,
$ in millions	2007		2006		$ Change			% Change
Goodwill	$	5,189.8	$	4,906.6	$	283.2			5.8	%
Investments (non-current)		158.7		158.1		0.6			0.4
Trade and other receivables		1,479.6		997.4		482.2			48.3
Investments (current)		126.5		134.9		(8.4	)		(6.2	)
Cash and cash equivalents		1,102.4		789.6		312.8			39.6
Assets held for policyholders		1,892.6		1,574.9		317.7			20.2
Long-term debt		1,143.2		972.7		170.5			17.5
Current maturities of long-term debt		—		300.0		(300.0	)	NA
Trade and other payables		1,811.1		1,384.3		426.8			30.8
Policyholder liabilities		1,892.6		1,574.9		317.7			20.2
Total equity		5,005.0		4,275.1		729.9			17.1

Goodwill

The increase in the goodwill balance was due to the impact of foreign currency translation for certain subsidiaries whose functional currency differs from that of the parent. The weakening of the U.S. dollar during 2007, mainly against that of the Canadian dollar, resulted in a $304.2 million increase in goodwill, upon consolidation, with a corresponding increase to equity.

Investments (Non-current and current)

As of September 30, 2007, we had $285.2 million in investments on our balance sheet, of which $158.7 million were non-current investments and $126.5 million were current investments. Included in non-current investments are $37.1 million of investments in collateralized debt obligation structures managed by us. Our investments in collateralized debt obligation structures are generally in the form of unrated, junior, subordinated positions, as such these positions would be first to incur loss if the structures were to experience significant increases in default rates of underlying investments above historical levels.

Trade and Other Receivables

The significant driver of the overall increase in trade and other receivables was a $446.6 million increase in unsettled fund receivables. These receivables are created by the normal settlement periods on transactions initiated by certain clients of

30

our U.K. and offshore funds. Because the legal arrangements require that we establish a receivable and an equal and substantially offsetting payable at trade date with both the investor and the fund for normal purchases and sales.

Cash and Cash Equivalents

Cash increased from December 31, 2006 to September 30, 2007 because cash generated from our operating activities significantly exceeded the net reduction in our borrowings and the cash outlays for the purchase of our shares in the market under our share repurchase program and our share-based compensation plans. Details regarding changes in cash balances are provided within our condensed consolidated statement of cash flows.

Assets Held for Policyholders and Policyholder Liabilities

One of our subsidiaries, Invesco Pensions Limited, is an insurance company which was established to facilitate retirement savings plans in the U.K. The entity holds assets which are managed for its clients on its balance sheet with an equal and offsetting liability. The increasing balance in these accounts was the result of success in growing this product offering.

Long-term Debt

The increase in this balance was due to the issuance of $300 million of 5.625% senior notes on April 17, 2007.

Current Maturities of Long-term Debt

This balance decreased from December 31, 2006 as a result of the maturity and repayment, on January 15, 2007, of $300 million of 5.9% senior notes.

Trade and Other Payables

The main driver of growth in trade and other payables was a $434.8 million increase in unsettled fund payables. As discussed in the trade and other receivables discussion above, this amount represents normal settlement activity pertaining to client trades and is substantially offset by a corresponding receivable.

Total Equity

Increases in equity during the nine months ended September 30, 2007 included profit attributable to equity holders of the parent of $493.4 million, a $123.4 million increase in share premium as result of share issuance due to employee option exercises and the conversion of exchangeable shares and a $322.2 million increase in other reserves due mainly to the impact of foreign currency translation with respect to subsidiaries whose functional currency differs from that of the parent. These increases were somewhat offset by $105.2 million in share repurchases under a plan initiated in June of 2007 and a net increase of $82.4 million in shares purchased and held by employee trusts in association with share-based compensation arrangements.

Contractual Obligations and Off Balance Sheet Arrangements

There have been no material changes during the nine months ended September 30, 2007 with respect to the related disclosures contained within our Annual Report on Form 20-F for the year ended December 31, 2006.

Liquidity and Capital Resources

Our existing capital structure, together with the cash flow from operations and borrowings under the credit facility, should provide us with sufficient resources to meet present and future cash needs. In addition, our stable financial condition improves our ability to obtain alternative sources of financing if needed. As of September 30, 2007, we are unaware of any known trends or any known demands, commitments, events, or uncertainties that will, or that are reasonably likely to, result in a material increase or decrease in our liquidity other than those described in the narrative that follows.

Our existing capital structure, together with the cash flow from operations and borrowings under the credit facility, should provide us with sufficient resources to meet present and future cash needs. In addition, our stable financial condition improves our ability to obtain alternative sources of financing if needed. As of September 30, 2007, we are unaware of any known trends or any known demands, commitments, events, or uncertainties that will, or that are reasonably likely to, result in a material increase or decrease in our liquidity other than those described in the narrative that follows.

Cash Flows

Our ability to consistently generate cash from operations in excess of capital expenditure and dividend requirements is one of our company’s fundamental financial strengths. Operations continue to be financed from retained profits, share capital and borrowings. Our principal uses of cash flow, other than for operating expenses, include dividend payments,

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capital expenditures, acquisitions, purchase of shares in the open market and investments in certain new investment products.

Operating Cash Flows

Operating cash flows are the result of receipts of investment management and other fees generated from AUM offset by operating expenses. Cash flows generated from operating activities for the nine months ended September 30, 2007 were $686.8 million, an increase of $455.2 million over the nine months ended September 30, 2006. This growth is largely due to the increase in operating profit during 2007 and a $224.2 million decrease in client cash that occurred during 2006. The decrease in client cash was primarily due to one depository account sponsored by our banking subsidiary being replaced by an unaffiliated investment fund.

On November 6, 2007, the Company entered into a 15 year lease agreement for new principal executive offices in Atlanta, Georgia. The lease is for 101,000 sq. ft. with options on an additional 100,000 sq. ft., which are expected to be taken down before the lease term begins in August 2008. The total lease cost for the initial lease space is $54.4 million over the lease period, rising to $108.8 million if all additional space is taken down.

Investing Cash Flows

In our institutional business, we periodically invest in both our collateralized debt obligation structures and our private equity funds. During the nine months ended September 30, 2007 we invested $22.8 million in these products (2006: $33.8 million) and received $9.7 million in return of capital (2006: $40.6 million). We also make equity investments related to our deferred compensation plans. During 2007, we invested $17.3 million (2006: $51.9 million) and received proceeds of $25.7 million from sales of such investments (2006: $0.0 million).

During the nine months ended September 30, 2007, we had net cash outflows of $10.8 million for earn-out provision payments related to Stein Roe Asset Management, LLC and Hypo-und Vereinsbank (HVB). During the nine months ended September 30, 2006, we had net cash outflows of $100.5 million for the acquisition of PowerShares and an earn-out provision payment related to Stein Roe Asset Management, LLC. We currently expect to pay $556.1 million over the next five years for contingent consideration provisions associated with acquisitions that we have already completed.

Financing Cash Flows

Financing cash outflows were $353.2 million in the nine months ended September 30, 2007 compared with $143.8 million in the nine months ended September 30, 2006. During the nine months ended September 30, 2007, we received $99.1 million for the issuance of new ordinary share capital, an increase of $50.7 million over the nine months ended September 30, 2006. During 2007 we initiated a share repurchase program of up to $500 million of the company’s common stock. Of the amount approved $105.2 million had been repurchased by September 30, 2007 with $90.5 million settling prior to September 30, 2007 and the remaining $14.7 million settling during the month of October. Cash flows associated with Global Stock Plan Trust purchases totaled $146.4 million during the nine months ended September 30, 2007. Total dividends paid during the nine months ended September 30, 2007 totaled $86.4 million. We paid $68.6 million in additional dividends on October 25, 2007.

Long-term Debt

Our strong cash flow during 2007 has resulted in a significant reduction in our net debt position as shown in the table below:

	September 30,			December 31,
$ millions	2007			2006
Senior notes	$	1,143.2		$	1,143.7
Credit facility		—			129.0
Total long-term debt		1,143.2			1,272.7
Less: Cash and cash equivalents		(1,102.4	)		(789.6	)
Net debt	$	40.8		$	483.1

On January 15, 2007, $300.0 million of our 5.9% senior notes matured. We utilized our credit facility to satisfy the maturity and on April 17, 2007 issued $300.0 million of our 5.625% senior notes due 2012. The notes will mature on April 17, 2012 and pay interest semi-annually on April 17 and October 17 of each year until maturity.

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We maintain a credit line of $900 million that expires on March 31, 2010. We had no outstanding draws on this facility as of September 30, 2007 and therefore could access the full line if our liquidity situation required us to do so.

We have received credit ratings of A3 and BBB+ from Moody’s and Standard & Poor’s credit rating agencies, respectively. Both agencies have a “stable” outlook for their ratings. Material deterioration in our financial or investment performance (among other factors defined by each rating agency) could result in downgrades to our credit ratings, thereby limiting our ability to generate additional financing or receive mandates. Because credit facility borrowing rates are not tied to credit ratings, and interest rates on outstanding senior notes are fixed, there is no direct correlation between changes in our ratings and interest expense. However, management believes that solid investment grade ratings are an important factor in winning and maintaining institutional business and strives to manage the company to maintain such ratings.

Recent Accounting Developments

As of September 30, 2007, all issued IFRS were also adopted by the European Commission, with the exception of IFRIC 14, “IAS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction,” which is effective for periods commencing January 1, 2008, IFRS 8, “Operating Segments,” which is effective for periods commencing January 1, 2009, but which is not expected to result in changes to our single-segment approach, and the amendments to IAS 1, “Presentation of Financial Statements (Revised)” and IAS 23, “Borrowing Costs,” which are also effective for periods commencing January 1, 2009. These new standards are not expected to have a material impact on our consolidated financial statements. IFRS 7, “Financial Instruments: Disclosures,” and the related amendment to IAS 1, “Presentation of Financial Statements, Capital Disclosures,” were effective and were adopted for periods commencing January 1, 2007. We have adopted IFRIC 11, “Group and Treasury Share Transactions,” which has provided additional guidance for accounting for share-based payment transactions upon award vesting between the parent and its subsidiaries. The application of IFRIC 11 did not have a material impact on our consolidated financial statements.

Recent U.S. GAAP Accounting Pronouncements

FASB 157, “Fair Value Measurements” and FASB 159, “The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115” are effective for us beginning January 1, 2008. FASB 157 establishes a framework for measuring fair value, and FASB 159 permits companies the choice of measuring certain financial instruments and certain other items at fair value. We are currently evaluating the impact of these new accounting standards but do not expect that their adoption will have a material impact on our financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risks include interest rate and foreign currency risks and risks associated with the general securities market. The company is exposed to interest rate risk primarily through its external debt. On September 30, 2007, the interest rates on all of the company’s borrowings were fixed for an average period of over four years. As a global investment manager, we are exposed to movements in foreign exchange rates, which impact the income statement. The company has not changed its financial instruments policies in the current year and does not hedge its operational foreign exchange exposures. As a result, the company’s financial statements may be particularly impacted by movements in foreign exchange rates, such as sterling, the Canadian dollar and the Euro compared to the U.S. dollar. The company does not actively manage its currency exposures except as described in Note 29 to the Consolidated Financial Statements contained in the 2006 Annual Report on Form 20-F, which provides quantitative information about financial instruments and related credit, liquidity, and market risks (interest rate and foreign currency risks) that the company faces.

Item 4. Controls and Procedures

The company’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the company is required to disclose in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information the company files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

The company’s management has evaluated, with the participation of the company’s chief executive officer and chief financial officer, the effectiveness of these disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the chief executive officer and chief financial officer have concluded that, as of September 30, 2007, the company’s disclosure controls and procedures are functioning effectively to provide reasonable assurance that information required to be disclosed and filed in the company’s reports filed under the Exchange Act is (i) recorded, summarized, processed and reported within the time periods required by the SEC’s rules and forms, and (ii) accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the company’s internal control over financial reporting during the nine months ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, the company’s internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Note 11 to the condensed consolidated financial statements in Part I, Item 1, which discusses material pending legal proceedings to which the company is a party, is incorporated herein by reference.

In the normal course of its business, the company is subject to various litigation matters. Although there can be no assurances, at this time management believes, based on information currently available to it, that it is not probable that the ultimate outcome of any of these actions will have a material adverse effect on the consolidated financial condition of the company.

Other than as noted above, there have been no material changes in the matters discussed in Item 8.A in the company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.

Item 1A. Risk Factors

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2006 includes a detailed discussion of our risk factors. The information presented below sets forth material amendments and updates to our prior risk factors and should be read in conjunction with the risk factors and other information disclosed in our Annual Report on Form 20-F.

Our revenue and profitability from money market and other fixed-income assets may be harmed by rising interest rates

In a rising-rate environment, certain institutional investors using money market products and other short-term duration fixed-income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields than those available in money market and other fund products holding lower yielding instruments. These redemptions would reduce managed assets, thereby reducing our revenue. In addition, rising interest rates will tend to reduce the market value of bonds held in various investment portfolios and other products. Thus, increases in interest rates could have an adverse effect on our revenue from money market portfolios and from other fixed-income products. If securities within a money market portfolio default, or investor redemptions force the portfolio to realize losses, there could be negative pressure on its net asset value. Although money market investments are not guaranteed instruments, the company might decide, under such a scenario, that it is in its best interest to provide support in the form of a support agreement, capital infusion, or other method to help stabilize a declining net asset value. Some of these methods could have an adverse impact on our profitability.

We would be subject to duplicative and overlapping regulatory and reporting requirements in the event that our relisting, redomicile and related reorganization proposals are not approved by shareholders.

On July 18, 2007, the company announced that it had lost its foreign private issuer status in the United States, chiefly as a result of U.S. share ownership exceeding fifty percent of our issued share capital. As a result of this, we immediately became subject to the full requirements of two primary securities regulators, the SEC in the United States and the FSA in the United Kingdom, and to two different accounting standards, U.S. GAAP and IFRS. Different regulatory and accounting standards of these regulators place the company in an untenable position that may produce supervisory conflicts that may impede full compliance with the requirements of either primary regulatory scheme and create confusion for shareholders.

The company announced on September 25, 2007 that the Board of Directors unanimously approved a series of inter-related proposals (the Proposal) to be put before its shareholders, namely:

• to move our primary listing from the London Stock Exchange to the NYSE;

• to reorganize pursuant to a court approved scheme of arrangement so that INVESCO PLC becomes a wholly-owned subsidiary of Invesco Ltd., a new company incorporated in Bermuda, and the former holders of INVESCO PLC shares become shareholders of Invesco Ltd.;

• to implement a share capital consolidation, also known as a reverse stock split, after the scheme of arrangement becomes effective; and

• to take certain steps after the scheme of arrangement has become effective to allow INVESCO PLC to transfer Invesco’s regulated business in the European Union to Invesco Ltd.

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The Board of Directors has called an extraordinary meeting of shareholders to be held on November 14, 2007, in order to seek approval of the Proposal and has distributed to its shareholders and filed with the Securities and Exchange Commission a definitive Circular / Proxy Statement describing the Proposal.

If the Proposal is not approved by shareholders, the resulting duplicative and overlapping regulatory and reporting requirements may impede full compliance with either of our primary regulators and create confusion for our shareholders.

The price of our shares may decline as a result of index transition.

Investment funds that track stock indexes, such as the FTSE-100 Index, do so by holding shares in the companies represented in those indexes. Upon effectiveness of our proposed redomicile to Bermuda, we expect that the company will be removed from the FTSE-100 Index. As a result, certain funds currently holding our shares would be required to sell such shares. These sales could adversely affect the market price of our shares.

We intend to seek to have Invesco Ltd. included in the S&P 500 Index following our expected redomicile. The S&P 500 Index tracks the performance of 500 stocks considered representative of the U.S. economy generally. There are a number of companies incorporated outside the United States that have been included in the S&P 500 Index. Based on a review of the factors considered by the S&P Index Committee, we believe that Invesco will satisfy the criteria for admission. Admission of new companies to the S&P 500 Index is at the discretion of the S&P Index Committee, however, and is not automatic. We cannot assure you that Invesco will be admitted to the S&P 500 Index within a particular time period, or at all. If Invesco were not to be included in the S&P 500 Index, certain funds that seek to track the index would not purchase our shares, and the corresponding lack of demand may also adversely affect the market price of our shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows share repurchase activity during the nine months ended September 30, 2007:

							(d)
							Maximum Number
					(c)		(or Approximate
	(a)				Total Number of		Dollar Value) of
	Total Number		(b)		Shares Purchased		Shares that May
	of Shares		Average Price		as Part of Publicly		Yet Be Purchased
	Purchased		Paid Per Share		Announced Plans		Under the Plans
Month	(millions)		($)		or Programs		or Programs
February 2007 (1) (2)		3.5		12.62		3.5	See (2)
March 2007 (1) (2)		6.2		11.45		6.2	See (2)
June 2007 (1) (2)		1.3		12.56		1.3	See (2)
July 2007 (1) (2)		1.5		13.26		1.5	See (2)
August 2007 (1) (2)		2.5		11.89		2.5	See (2)
September 2007 (1) (2)		3.1		12.32		3.1	See (2)

(1)

From time to time, the trustees of the Invesco Global Stock Plan (GSP) and the Invesco Employee Share Option Trust purchase ordinary shares in the open market. These trusts were established to satisfy our obligations to issue ordinary shares under the GSP, and our stock option and other stock-based schemes. During 2007, the company contributed $114.2 million to these trusts, which, in turn, purchased ordinary shares for this full amount during the first six months of 2007. At September 30, 2007, the company owed the trusts $0 million for unsettled share purchase transactions.

(2)

On June 13, 2007, our board of directors authorized a share repurchase program of up to $500.0 million of the company’s ordinary shares which is set to expire on June 30, 2008. A public announcement of the authorization was made on June 14, 2007. Of the total amount authorized, $394.8 million remained as of September 30, 2007.

Item 6. Exhibits

The exhibits listed on the Exhibit Index are included with this report.

Exhibit Number		Document
	3.1	Memorandum of Association of INVESCO PLC incorporating amendments up to and including May 23, 2007.

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Exhibit Number		Document
	3.2	Articles of Association of INVESCO PLC, adopted on July 20, 2000, incorporating amendments up to and including May 23, 2007.
	31.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Loren M. Starr pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(b) and 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Loren M. Starr pursuant to Rule 13a-14(b) and 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INVESCO PLC
November 9, 2007	By:	/s/ MARTIN L. FLANAGAN
		Martin L. Flanagan
		President and Chief Executive Officer
November 9, 2007	By:	/s/ LOREN M. STARR
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer

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EX-3.1

Exhibit 3.1

Company No: 308372

THE COMPANIES ACT 1929
AND
THE COMPANIES ACTS 1948 TO 1981

COMPANY LIMITED BY SHARES

Memorandum of Association
of
INVESCO PLC*

(Incorporating amendments made on or before 23 May 2007)

1.	The name of the Company is “INVESCO PLC“.*
2.	The Company is to be a public company.
3.	The registered office of the Company will be situate in England.
4.	The objects for which the Company is established are:-

(A) To carry on the business of an investment holding company and to subscribe for, purchase, or otherwise acquire, and hold, shares, debentures or other securities of any other company or body corporate and to acquire and undertake the whole or any part of the business, property and liabilities of any company or body corporate carrying on any business and to sell or deal in or otherwise dispose of any shares, debentures or other securities or property including any business or undertaking of any other company or any other assets or liabilities.

(B) To acquire by purchase, lease, concession, grant, licence or otherwise, such lands, buildings, leases, underleases, rights, privileges, stocks, shares, debentures, debenture stock, bonds, obligations or securities of any government, state or authority or of any public or private company, corporate or unincorporate, policies of assurance and such other property and rights and interest in property as the Company shall deem fit, with a view to receiving the income therefrom.

*The Company was incorporated on 19th December 1935 as H. Lotery & Company Limited. The name of the Company was changed to Slater, Walker & Co. Limited on 24th September 1964, to Slater, Walker Securities Limited on 24th November 1965 and to Britannia Arrow Holdings Limited on 16th September 1977. The Company re-registered as a public company under the name Britannia Arrow Holdings Public Limited Company on 19th March 1982. The name of the Company was changed to INVESCO MIM PLC on 31st January 1990, to INVESCO PLC on 21st June 1993, to AMVESCO PLC on 3rd March 1997, to AMVESCAP PLC on 8th May 1997 and to INVESCO PLC on 23^rd May 2007.

(C) To demise, lease or let the whole or any part of the property of the Company on such terms as the Company shall determine, and to supply power, light, heat and water, and to lay out land for building purposes, and to build on, improve, let on building leases, advance money to persons building, or otherwise to develop the same.

(D) To build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, shops, factories, offices, works, machinery, engines and to clear sites for the same or to join with any person, firm or company in doing any of the things aforesaid and to manage and control the same or join with others in so doing.

(E) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest, any lands, buildings, easements, rights, privileges, concessions, machinery, plant, stock-in-trade, trade marks and any real and personal property of any kind necessary or convenient for the Company’s business.

(F) To purchase or otherwise acquire any patents, brevets d’inventions, licences, concessions and the like conferring any exclusive or non-exclusive or limited right to use any invention which may seem capable of being used for any of the purposes of the Company or acquisition of which may seem calculated directly or indirectly to benefit this Company and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property and rights so acquired.

(G) To erect, construct, lay down, enlarge, alter and maintain any buildings, works and machinery necessary or convenient for the Company’s business.

(H) To borrow and raise money and secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages of or charges upon the undertaking and all or any of the real and personal property (present and future), and the uncalled capital of the Company, or by the creation and issue, on such terms as may be thought expedient, of debentures, debenture stock or other securities or obligations of any description; and to issue any of the Company’s             shares, stock securities or other obligations for such consideration (whether for cash, services rendered or property acquired or otherwise) and on such terms as may be thought fit.

(I) To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts or obligations of the Company.

(J) To receive loans at interest or otherwise from and to lend money and give credit to, and to become or give security for, or guarantee the performance of contracts by, any person or company where the so doing may seem advantageous or desirable in the interests of the Company.

(K)	To pay bonuses, gratuities, pensions and allowances on retirement to any officers or servants of the Company or any parent or subsidiary company or to their widows or dependants, and to make contributions to any fund and to pay premiums for the purchase or provision of any such gratuity, pension or allowance or to promote or assist financially, whether by way of contributions, donations, payment of premiums, or otherwise, any fund or scheme for the benefit, wholly or in part, of the Directors, ex-Directors or employees or ex-employees of the Company or any parent or subsidiary company or their dependants or relatives, or for the purpose of establishing and supporting or aiding in the establishment and support of any schools and educational, scientific, literary, religious or charitable institutions or trade societies, whether such societies be solely connected with the business carried on by the Company or not, and generally to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object
(L)	To remunerate employees and servants of the Company or any parent or subsidiary company and others out of or in proportion to the returns or profits of the Company or otherwise as the Company shall think fit; and to promote and give effect to any scheme or arrangement for sharing profits with employees, whether involving the issue of shares or not.
(LL)	To remunerate any officer, servant or employee of the Company by the allotment of shares or securities of the Company credited as paid up in full or in part to or for the benefit of any such person, on such terms as the Board may think fit.
(M)	To draw accept, endorse, issue, or execute promissory notes, bills or exchange, bills of lading, warrants and other negotiable, transferable or mercantile instruments.
(N)	To give guarantees, indemnities or any security for (whether by personal covenants or by mortgaging or charging all or any part of the undertaking, property and assets, both present and future, and uncalled capital of the Company or by both such methods) the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any moneys borrowed by or on any securities of any person, firm or company, including (but without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary of the Company.
(O)	To invest and deal with the capital and other moneys of the Company in the purchase or upon the security of shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trusts, municipal local or other authority or body of whatever nature, whether at home or abroad and upon such other securities and in such manner as may from time to time be determined and to hold, sell, mortgage or deal with such shares, stocks, debentures, denture stocks, bonds, mortgages, obligations and other securities (whether such shares or securities be fully paid or not) where the so doing may seem desirable in the interests of the Company.

(P)	To pay for any property or rights acquired by the Company, either in cash or shares, with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise, or by any securities which the Company has power to issue or partly in one mode and partly in another, and generally on such terms as the Company may determine.
(Q)	To remunerate any person or company for services rendered or to be rendered in placing or assisting to place any of the shares or debenture capital or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business, and to pay the preliminary expenses of the Company.
(R)	To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in shares of any company or corporation with or without deferred or preferred rights in respect of dividend or repayment of capital or otherwise, or by means of a mortgage or by debentures or debenture stock of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the company may determine, and to hold, deal with or dispose of any consideration so received.
(S)	To enter into partnership or any arrangement for sharing profits, union of interests or co-operation with any company, firm or person carrying on or proposing to carry on any business within the objects of this Company, or calculated to advance its interests, and to acquire and hold shares, stock or securities of any such company.
(T)	To establish or promote or concur in establishing or promoting any other company whose objects shall include the acquisition and taking over of all or any of the assets and liabilities of or shall be in any manner calculated to advance directly or indirectly the objects or interests of this Company, and to acquire and hold shares, stock or securities of and guarantee the payment of the dividends or capital of any shares or stock or the interest or principal of any securities issued by or any other obligation of any company promoted by this Company or in which this Company may be or may be about to become interested.
(U)	To purchase or otherwise acquire and undertake and carry on all or any part of the business, property and transactions of any person or company carrying on any business which this Company is authorised to carry on, or possessed of property suitable for the purposes of this Company.
(V)	To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in respect of, and in any other manner deal with or dispose of the undertaking of the Company or any part thereof, or all or any of the property for the time being of the Company, and for any consideration, whether in cash or in shares (fully or partly paid), debentures, debenture stock or other interests in or securities of any company or otherwise.

(W)	To amalgamate with any other company whose objects are or include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid shares or otherwise) of the undertaking, subject to the liabilities of this or any such other company as aforesaid, with or without winding up, or by purchase (for fully or partly paid shares or otherwise) of all or a controlling interest in the shares or stock of any such other company, or in any other manner.
(X)	To enter into any arrangement with any government or authority supreme, municipal, local or otherwise and to obtain from any such government or authority any rights, concessions or privileges that may seem conductive to the attainment of the Company’s objects or any of them.
(Y)	To distribute among the members of the Company in kind any of the property of the Company and in particular any shares, debentures or securities of other companies belonging to this Company or of which this Company may have the power of disposing.
(Z)	To do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or in conjunction with others, and either by or through agents, sub-contractors, trustees or otherwise.
(ZZ)	To do all such other things as are incidental or conductive to the above objects or any of them.
	And it is hereby declared that the word ”company” in this clause shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in the United Kingdom or elsewhere and the intention is that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.
5.	The liability of the Members is limited.
6.	*The share capital of the Company is US$105,000,000 and £50,000.25, divided into 1,050,000,000 ordinary shares of U.S.$0.10 each, 50,000 preference shares of £1 each and 1 special voting share of 25p. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.

* The share capital was increased from £103,637,500 to £192,700,000 on 27th November 1996 and from £192,700,000 to £212,700,000 on 7th May 1998. The share capital was increased from £212,700,000 to £262,500,000 by the creation of 199,999,999 ordinary shares of 25p each and 1 special voting share of 25p by Special Resolution passed on 20^th July 2000. The share capital was increased from £262,500,000 to £262,550,000 by a Special Resolution passed on 1^st November 2005 by the creation 50,000 preference shares of £1 each.

On 8^th December 2005 all the ordinary shares of 25p were cancelled and the share capital increased to U.S.$105,000,000 and £50,000.25 by the creation of 1,050,000,000 ordinary shares of US$0.10 each.

EX-3.2

Exhibit 3.2

The Companies Acts 1985 to 1989

Articles of Association of
INVESCO PLC

Public Company Limited by Shares
(Incorporated on 19 December 1935)

(Adopted by Special Resolution passed on 20 July 2000 and incorporating
amendments up to and including 23 May 2007)

CONTENTS

CLAUSE		PAGE
PRELIMINARY			1
1.	Table A		1
2.	Interpretation		1
3.	Statutes		4
4.	Office		4
SHARE CAPITAL			4
5.	Authorised share capital		4
6.	Preference Shares		4
7.	Special Dividend on the Preference Shares		6
8.	Special Voting Share		7
9.	Rights attaching to shares		8
10.	Redemption and purchase of shares		8
11.	Purchase of shares		8
12.	Treasury shares		9
MODIFICATION OF RIGHTS			9
13.	Modification of class rights		9
14.	Issues of further shares		9
SHARES			10
15.	Payment of commission and brokerage		10
16.	Unissued shares		10
17.	Recognition of trusts		10
SHARE CERTIFICATES			10
18.	Uncertificated shares		10
19.	Share certificates and right to share certificates		11
20.	Share certificates of joint holders		11
21.	Replacement of share certificates		11
22.	Payment for share certificates		12
23.	Registration of holders		12
LIEN			12
24.	Lien on partly paid shares		12
25.	Enforcement of lien by sale		12
26.	Application of sale proceeds		12
TRANSFER OF SHARES			13
27.	Transfers of uncertificated shares		13
28.	Form of transfer		13
29.	Right to decline registration		13
30.	Further rights to decline registration		13
31.	Notice of refusal to register		14
32.	No fee for registration		14
33.	Suspension of registration		14
34.	Destruction of documents		14
35.	Renunciation of allotment		15
TRANSMISSION OF SHARES			15
36.	Transmission on death		15
37.	Person entitled by transmission		15
38.	Restrictions on election		16
39.	Rights of persons entitled by transmission		16
CALLS ON SHARES			16

CLAUSE		PAGE
40.	Calls		16
41.	Timing and payment of calls		16
42.	Liability of joint holders		16
43.	Interest due on non-payment of calls		17
44.	Deemed calls		17
45.	Power to differentiate between holders		17
46.	Payment of calls in advance		17
FORFEITURE OF SHARES			17
47.	Notice if call or instalment not paid		17
48.	Form of notice		17
49.	Forfeiture for non-compliance		18
50.	Notice after forfeiture		18
51.	Disposal of forfeited shares		18
52.	Continuing liability		18
53.	Statutory declaration		18
STOCK			19
54.	Conversion of stock and shares		19
55.	Transfer of stock		19
56.	Stockholders’ rights		19
57.	Application of Articles to stock		19
INCREASE OF CAPITAL			19
58.	Increase of share capital		19
59.	Application of Articles to new shares		19
ALTERATIONS OF CAPITAL			20
60.	Consolidation, sub-division and cancellation		20
61.	Reduction of share capital		20
62.	Fractions of shares		20
UNTRACED SHAREHOLDERS			21
63.	Power to sell shares		21
64.	Authority to effect sale		21
65.	Authority to cease sending cheques		22
GENERAL MEETING			22
66.	Annual general meeting		22
67.	Extraordinary general meetings		22
68.	Convening of extraordinary general meetings		22
NOTICE OF GENERAL MEETINGS			23
69.	Length and form of notice		23
70.	Short notice		23
71.	Right to attend and vote		23
72.	Omission or non-receipt of notice or proxy		23
73.	Postponement of general meetings		23
PROCEEDINGS AT GENERAL MEETINGS			24
74.	Quorum and procedure if quorum not present		24
75.	Arrangements for simultaneous attendance, security and orderly conduct		24
76.	Chairman of general meetings		25
77.	Adjournments		25
78.	Method for voting and demand for a poll; casting vote		26
VOTES OF MEMBERS			27
79.	Votes of Members and joint holders		27
80.	Suspension of rights for non-payment of calls and non-disclosure of interests		27
81.	Joint holders		29
82.	Corporate representatives		29
83.	Mental disorder		29
84.	Objections to and errors in voting		29
85.	Voting on a poll		30

CLAUSE		PAGE
86.	Execution of proxies		30
87.	Appointment of proxies		30
88.	Rights of proxies		30
89.	Delivery of proxies		30
90.	Two or more appointments of proxy		31
91.	Validity of proxies		31
92.	Cancellation of proxy’s authority		31
93.	Written resolutions		31
DIRECTORS			31
94.	Number of Directors		31
95.	Alternate Directors		32
96.	Directors’ fees and expenses		32
97.	Additional remuneration		33
98.	Other interest of Directors		33
99.	Directors’ shareholding qualification		35
DISQUALIFICATION OF DIRECTORS			36
100.	Vacation of a Director’s office		36
POWERS AND DUTIES OF DIRECTORS			36
101.	Powers of the Company vested in the Directors		36
102.	Local boards		37
103.	Attorneys		37
104.	Official Seal		37
105.	Overseas branch register		37
106.	Signing of cheques etc		37
107.	Minutes		37
BORROWING POWERS			38
108.	Directors’ borrowing powers and restrictions on borrowing		38
PROCEEDINGS OF THE BOARD			41
109.	Board meetings and participation		41
110.	Quorum at Board meetings		41
111.	Notice of Board meetings		41
112.	Directors below minimum		41
113.	Appointment of Chairman and deputy-Chairman of meetings		42
114.	Board meetings		41
115.	Delegation of Board’s powers to committees		42
116.	Written resolution of Directors		42
117.	Validity of Directors’ acts		42
ROTATION OF BOARD			42
118.	Retirement from the Board		42
119.	Election to the Board		43
120.	Appointment of Directors by separate resolution		43
121.	Persons eligible for appointment		43
122.	Automatic re-election		43
123.	Increase and reduction in number of Directors		43
124.	Casual vacancies and additional powers of Directors - powers of the Company		43
125.	Casual vacancies and additional Directors - powers of Directors		44
126.	Power of removal by ordinary resolution		44
127.	Appointment of replacement Director		44
MANAGING AND EXECUTIVE DIRECTORS			44
128.	Appointment of executive Directors		44
129.	Powers of Executive Directors		45
SECRETARY			45
130.	Appointment and removal of the Secretary		45
131.	Assistant or Deputy Secretary		45
132.	Capacity		45

CLAUSE		PAGE
PENSIONS AND ALLOWANCES			45
133.	Power to award pensions, annuities, etc		45
134.	Power to purchase and maintain insurance		46
THE SEAL			46
135.	Use of seal		46
DIVIDENDS			47
136.	Declarations of dividends by Company		47
137.	Calculation and currency of dividends		47
138.	Payment of interim and fixed dividends by the Board		47
139.	Deductions of amounts due on shares and waiver of dividends		47
140.	Interest		48
141.	Forfeiture of dividends		48
142.	Payment procedure		48
143.	Dividends other than in cash		48
144.	Establishment of reserve		49
145.	Waiver of dividend		49
CAPITALISATION OF PROFITS			49
146.	Power to capitalise		49
147.	Authority required		50
148.	Provision for fractions etc		50
ACCOUNTS			50
149.	Accounting records to be kept		50
150.	Location of accounting records		50
151.	Power to extend inspection to Members		51
152.	Inspection of accounting records		51
AUDIT			51
153.	Appointment of Auditors		51
COMMUNICATIONS WITH MEMBERS			51
154.	Service of notice		51
155.	Members resident abroad		52
156.	Curtailment of postal service		52
157.	Notice deemed served		52
158.	Service of notice on persons entitled by transmission		53
159.	Persons entitled to receive notice		53
160.	Electronic Communication [Deleted 23 May 2007]		54
161.	Signature or authentication of documents sent by electronic means		54
WINDING-UP			54
162.	Distribution of assets		54
INDEMNITY			54
163.	Indemnity of Auditors		54
164.	Indemnity of Directors and Officers		55

Company No. 308372

THE COMPANIES ACT 1985 to 1989

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
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INVESCO PLC

(Adopted by Special Resolution passed on
23 May 2007)

PRELIMINARY

1.	Table A
	The regulations in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company except in so far as they are repeated or contained in these Articles.
2.	Interpretation
	In these Articles, if not inconsistent with the subject or context:
	the words standing in the first column of the following table shall bear the meaning set opposite to them respectively in the second column thereof.

WORD	MEANINGS
“address”	Shall include any number or address (including, in the case of any uncertificated proxy instruction permitted under Article 89, an identification number of a participant in the relevant system) used for the purpose of sending or receiving notices, documents or information by electronic means and/or by means of a website;
“Articles”	Means these Articles of Association as now framed or as from time to time altered by special resolution;
“Auditors”	Means the auditors for the time being of the Company;

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“Board”	Means the Board of Directors of the Company or the Directors present at a duly convened meeting of Directors (or duly authorised committee thereof) at which a quorum is present;
“Business Day”	Means a day other than a Saturday or Sunday or public holiday in England and on which banks are open in London for general commercial business;
“clear days’ notice”	Means that the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given or on which it is to take effect;
“Companies Act”	Shall have the same meaning given thereto by Section 2 of the Companies Act 2006, but shall only extend to provisions which are in force at the relevant date;
“Company Communications Provisions”	Shall have the same meaning as in the Companies Acts;
“Debentures”	Means the 6 per cent. equity subordinated debentures of C$1000 principal amount each issued by Exchangeco and convertible into Exchangeable Shares;
“Directors”	Means the directors for the time being of the Company, or, as the case may be, the board of directors for the time being of the Company or the persons present at a duly convened meeting of the board of directors or any duly authorised committee thereof at which a quorum is present;
“Exchangeco”	Means INVESCO Inc. a corporation incorporated under the laws of the province of Nova Scotia in Canada and an indirect wholly owned subsidiary of the Company;
“Exchangeable Shares”	Means shares issued or to be issued from time to time by Exchangeco which are exchangeable on a one for one basis into Ordinary Shares of the Company;
“in writing”	Means written or produced by any substitute for writing (including anything in electronic form)or partly one and partly another;
“London Stock Exchange”	Means London Stock Exchange plc;
“Member”	Means a member of the Company;

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“month”	Means calendar month;
“Office”	Means the registered office for the time being of the Company;
“Ordinary Shares”	Has the meaning given in Article 5;
“paid up”	Means paid up or credited as paid up;
“Preference Dividend”	Has the meaning given in Article 6
“Preference Payment Date”	Has the meaning given in Article 6
“Preference Shares”	Has the meaning given in Article 5;
“Prescribed Rate”	Means an annual rate of interest equal to two per cent. above the Base Lending Rate (or any equivalent thereof or successor thereto) published from time to time by a clearing bank in London selected by the Board from time to time being the Base Lending Rate in effect at the close of business in London on the date immediately preceding the day on which such rate falls to be determined;
“Register”	Means the Register of Members of the Company;
“Regulations”	Means the Uncertificated Securities Regulations 2001;
“relevant system”	Means the computer-based system and procedures which enable title to shares to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters in accordance with the Regulations;
“Seal”	Means the Common Seal of the Company or the seal for sealing securities issued by the Company, as permitted by the Companies Acts;
“Special Dividend”	Has the meaning given in Article 7;
“Special Voting Share”	Has the meaning given in Article 5;
“the Statutes”	Means every United Kingdom enactment (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies insofar as it applies to the Company; and
“United Kingdom”	Means Great Britain and Northern Ireland;

Words importing the singular number only shall include the plural number and vice versa;

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	Words importing the masculine gender only shall include the feminine gender;
	Words importing persons shall include corporations;
	The expressions “debenture” and “debenture holder” shall include debenture stock and debenture stockholder;
	The expression “the Secretary” shall include a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary;
	The expression “dividend” shall include bonus;
	The expression “hard copy form”, “electronic form” and “electronic means” shall have the same meanings as in the Company Communication Provisions;
	Reference to any provision of any Statute shall extend to and include any amendment or re-enactment of or substitution for the same effected by any subsequent Statute; and
	Anything which may be done by or with the sanction of an ordinary resolution may also be done by or with the sanction of a special resolution.
3.	Statutes
	Subject to the last preceding Article, any words or expressions defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
4.	Office
	The Office shall be at such place in England or Wales as the Board shall from time to time appoint.

SHARE CAPITAL

5.	Authorised share capital
	The authorised share capital of the Company at the date of the adoption of these Articles is U.S.$105,000,000 and £50,000.25 divided into 1,050,000,000 Ordinary Shares of 10 U.S. cents each (the “Ordinary Shares”), 50,000 Preference Shares of £1 each (the “Preference Shares”) and one Special Voting Share of 25 pence (the “Special Voting Share”).
6.	Preference Shares
	The following provisions of this Article 6 and Article 7 contain the rights, privileges, and restrictions attaching to the Preference Shares and all other provisions of these Articles are to be read and construed subject to them:
6.1	If the Company has profits which are available for distribution and the Directors resolve that these should be distributed, the holders of the Preference Shares shall be entitled, before the holders of any Ordinary Shares, to be paid a cumulative dividend at a rate of 7 per cent. per

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	annum on the nominal value of the Preference Shares which is paid up (the “Preference Dividend”).
6.2	The Preference Dividend shall accrue from the day the Preference Shares are issued and shall be paid on the 15th day of each month (the “Preference Payment Date”), commencing with the Preference Payment Date in the month following the month in which the Preference Shares are issued. If any Preference Payment Date is not a Business Day, the Preference Dividend shall be paid on the next Business Day.
6.3	When the Company must calculate a Preference Dividend, the daily dividend rate will be calculated by dividing the annual dividend rate by 365 days. The daily dividend rate will then be multiplied by the actual number of days that have passed in the relevant period, but not including the Preference Payment Date, to give the amount payable for that period.
6.4	Except as provided in this Article 6 and Article 7, the Preference Shares do not have any other right to share in the Company’s profits.
6.5	If the Company is wound up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of the Preference Shares will be entitled, prior to any payment to any holders of Ordinary Shares to:

(a)	repayment of the amount paid up on the nominal value of each Preference Share;
(b)	any Preference Dividend which is due for payment on, or after, the date the winding up commenced which is payable for a period ending on or before that date; and
(c)	any arrears of Preference Dividend.

6.6	If there is a winding up to which Article 6.5 applies, and there is not enough to pay the amounts due on the Preference Shares, the holders of the Preference Shares will share what is available in proportion to the amounts to which they would otherwise be entitled. The holders of the Preference Shares will be given preference over the holders of Ordinary Shares.
6.7	Except as provided in this Article 6 the Preference Shares do not have any other right to share in the Company’s surplus assets.
6.8	The holders of the Preference Shares are only entitled to receive notice of general meetings, or to attend, speak and vote at general meetings if a resolution is to be proposed at the general meeting:

(a)	to wind up the Company, in which case, they are entitled to receive notice of the general meeting and can attend, but are not entitled to speak or vote; and
(b)	which would vary or abrogate the rights attached to the Preference Shares. In this case the holders of the Preference Shares are entitled to receive notice of the general meeting and are entitled to attend, speak and vote but only in respect of such resolution or any motion to adjourn the general meeting before such resolution is voted on.

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6.9	If the holders of the Preference Shares are entitled to vote at a general meeting, each holder present in person or by proxy (or, being a company, by a company representative) has one vote on a show of hands and on a poll every holder who is present in person or by proxy (or, being a company, by a company representative) shall have one vote in respect of every four fully paid Preference Shares.
6.10	The Preference Shares may be redeemed at par (plus any Preference Dividend due for payment or any arrears of the Preference Dividend) at any time at the option of the Company by giving seven days’ notice to the holders of the Preference Shares.
7.	Special Dividend on the Preference Shares
7.1	The Directors may at any time declare a special dividend of £50,000 in aggregate to the holders of the Preference Shares (the “Special Dividend”). If the Special Dividend is declared, on the next Preference Payment Date, each Preference Share will be entitled to be paid the Preference Dividend that is due and an equal proportion of the Special Dividend.
7.2	If the Special Dividend is declared and paid, the rights attaching to the Preference Shares shall automatically be altered as set out below:

(a)	the Preference Shares shall be redesignated as “Deferred Sterling Shares”;
(b)	the holders of the Deferred Sterling Shares shall no longer be entitled to any right to receive dividends or distributions including, for the avoidance of doubt but without limitation, the Preference Dividend or any further Special Dividend;
(c)	the Deferred Sterling Shares shall not carry any entitlement to participate in the assets of the Company (including on a winding-up);
(d)	the holders of Deferred Sterling Shares shall not be entitled to receive any notice of general meetings or to attend or vote at general meetings;
(e)	the Company shall be deemed to have an irrevocable authority:

(i)	at any time to appoint any person to execute on behalf of the holders of the Deferred Sterling Shares a transfer of Deferred Sterling Shares for no consideration (and/or an agreement to transfer the same) to such person or persons as the Company may determine; and/or
(ii)	to redeem the Deferred Sterling Shares for no consideration by giving seven days’ notice to the holders of the Deferred Sterling Shares, and
	pending such transfer and/or redemption to retain the certificate for such Deferred Sterling Shares.

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8.	Special Voting Share
	The following provisions of this Article 8 contain the rights, privileges, and restrictions attaching to the Special Voting Share and all the other provisions of these Articles are to be read and construed subject to them:
8.1	The Special Voting Share shall not carry any right to receive dividends or distributions;
8.2	The holder of the Special Voting Share shall have the right to receive notice of and to attend and vote at any general meeting of the Company as follows:

(a)	On a show of hands, the holder of the Special Voting Share, or its proxy, shall have one vote in addition to any votes which may be cast by a holder of Exchangeable Shares (other than the Company and its subsidiaries) (a “Beneficiary”) (or its nominee) on such show of hands as proxy for the holder of the Special Voting Share in accordance with Article 8.2(d) below;
(b)	On a poll, the holder of the Special Voting Share shall have one vote for every four Exchangeable Shares then outstanding:

(i)	that are owned by Beneficiaries; and
(ii)	as to which the holder of the Special Voting Share confirms to the Company that it has received voting instructions from the Beneficiaries. Votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

(c)	The holder of the Special Voting Share shall be entitled to demand that a poll be taken on any resolution, whether before or after a show of hands, and to this extent Article 78.1 is amended and varied.
(d)	If so instructed by a Beneficiary, the holder of the Special Voting Share shall appoint that Beneficiary, or such other person as that Beneficiary nominates, as proxy to attend and to exercise personally in place of the holder of the Special Voting Share:

(i)

on a poll, one vote for every four Exchangeable Shares held by the Beneficiary, and

(ii)

on a show of hands one vote (the “Beneficiary Votes”). A proxy need not be a Member of the Company. A Beneficiary (or his nominee) exercising his Beneficiary Votes shall have the same rights as the holder of the Special Voting Share to speak at the meeting in favour of any matter and to vote on a show of hands or on a poll in respect of any matter proposed, and to this extent Article 79 is amended and varied.

8.3 The holder of the Special Voting Share may, by service of notice by the Company, be required to require any Beneficiary or any person whom the holder of the Special Voting Share and/or Exchangeco know or have reason to believe holds any interest whatsoever in an Exchangeable Share to confirm to the Company that fact or to give to the Company such details as to who holds an interest in such Exchangeable Share as would be required if the Exchangeable Shares were Ordinary Shares and that the Beneficiary had been duly served with a notice under section 793 of the Companies Act 2006 as referred to in Article 80.2. If

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	the Beneficiary fails to respond within the prescribed period then the provisions of Article 80.2 shall apply to that Beneficiary.
8.4	Subject as aforesaid, or except as otherwise required by applicable law, the Special Voting Share and the Ordinary Shares shall constitute one class.
8.5	In the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of the Special Voting Share shall be entitled to receive out of the assets of the Company available for distribution to the shareholders of the Company, an amount equal to 25 pence before any distribution is made on the Ordinary Shares or any other shares ranking junior to the Special Voting Share as to distribution of assets upon voluntary or involuntary liquidation. After payment of such amount the holder of the Special Voting Share shall not be entitled to any further participation in any distribution of assets of the Company.
8.6	The Special Voting Share shall not be subject to redemption by the Company or at the option of its holder, except that at such time as no Exchangeable Shares (other than Exchangeable Shares owned by the Company or its subsidiaries) and no Debentures shall be outstanding, the Special Voting Share shall automatically be redeemed and cancelled, with an amount of 25 pence due and payable under such redemption, and the Board is hereby authorised to take all (if any) such steps as may be necessary or desirable to effect such redemption and cancellation.
8.7	The Special Voting Share shall rank senior to all Ordinary Shares.
8.8	The Company may not, without the consent of the holder of the Special Voting Share, issue any special voting shares in addition to the Special Voting Share and no other term of the Special Voting Share shall be amended, except with the approval of the holder of the Special Voting Share.
9.	Rights attaching to shares
	Without prejudice to any special rights conferred on the holders of any shares or class of             shares, any share in the Company may be issued with or have attached thereto such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Board may determine).
10.	Redemption and purchase of shares
	Subject to the provisions of the Statutes any shares may be issued on the terms that they are, or at the option of the Company or holders thereof are to be liable, to be redeemed on such terms and in such manner as may be provided by these Articles.
11.	Purchase of shares
	Subject to the provisions of the Statutes, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares) but so that if there shall be in issue any shares which are admitted to the official list maintained by the UK Listing Authority and which are convertible into equity

- 8 -

share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:

(a)	the terms of issue of such convertible shares include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon such a purchase; or
(b)	the purchase, or the contract, has first been approved by an extraordinary resolution passed at a separate meeting of the holders of such convertible shares.

12.

Treasury shares

The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

MODIFICATION OF RIGHTS

13.	Modification of class rights
	Subject to the provisions of Statutes, all or any of the special rights and privileges for the time being attached to any class of shares for the time being issued may from time to time (either whilst the Company is a going concern or during or in contemplation of a winding-up) be altered or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of such class of shares. To any such separate general meeting all the provisions of these Articles as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held in treasury shares) and that any holder of shares of the class shall be entitled on a poll to one vote for every such share of the class held by him, and that, if at any adjourned meeting of such holders a quorum as above defined be not present, those of such holders who are present shall be a quorum.
14.	Issues of further shares
	The special rights conferred on the holders of any shares or class of shares shall not unless expressly provided by the terms and conditions from time to time attached to such shares be deemed to be altered by the creation of or issue of further shares ranking in priority to or pari passu therewith.

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SHARES

15. Payment of commission and brokerage

	The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.
16.	Unissued shares
	Save as otherwise provided in the Statutes or in these Articles all unissued shares (whether forming part of the original or any increased capital) shall be at the disposal of the Board who may (subject to the provisions of the Statutes) allot, grant options over, offer or otherwise deal with or dispose of them to such persons at such times and generally on such terms and conditions as they may determine.
17.	Recognition of trusts
	Except as ordered by a Court of competent jurisdiction or as required by law or these Articles, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

SHARE CERTIFICATES

18.	Uncertificated shares
18.1	Unless otherwise determined by the Board and permitted by the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations. Notwithstanding any provisions of these Articles, the Board shall have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned). No provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertificated form.
18.2	Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the Board may, in its absolute discretion, think fit (subject always to the Regulations and the facilities and requirements of the relevant system concerned).
18.3	The Company shall enter on the Register how many shares are held by each Member in uncertificated form and in certificated form and shall maintain the Register in each case as required by the Regulations and the relevant system concerned. Unless the Board otherwise determines, holdings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings.
18.4	A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these

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	Articles or the Regulations which applies only in respect of certificated or uncertificated shares.
18.5	The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations, to require the conversion of an uncertificated share into certificated form to enable it to deal with that share in accordance with any provision in these Articles, including in particular, Articles 62 to 65, and 80.
18.6	The provisions of Articles 19 to 23 inclusive shall not apply to uncertificated shares.
19.	Share certificates and right to share certificates
19.1	Subject to Article 19.2 below, the certificates of title to shares shall be issued under the Seal and shall specify the number and class and the distinguishing number (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued relating to shares of more than one class.
19.2	Subject to the provisions of the Statutes and the regulations of The London Stock Exchange, the Board may by resolution decide, either generally or in any particular case or cases, that certificates of title to shares need not be issued under a seal.
19.3	Every person (other than a recognised clearing house within the meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) whose name is entered as a Member in the Register shall be entitled, without payment, to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares registered in his name or, in the case of shares of more than one class being registered in his name, a separate certificate for each class of shares so registered, and where a Member transfers part of the shares of any class registered in his name the old certificate shall be cancelled and, to the extent the balance is to be held in certificated form, he shall be entitled without payment to one new certificate for the balance of shares of that class retained by him. If a Member shall require additional certificates he shall pay for each additional certificate such reasonable sum (if any) as the Board may determine. The Board may, by resolution, disapply the provisions of this Article and Article 21 below to the extent permitted by the Statutes and the regulations of The London Stock Exchange.
20.	Share certificates of joint holders
	In respect of shares of the class held jointly by more than one person the Company shall not be bound to issue more than one certificate, and delivery of a certificate for such shares to the person first named on the Register in respect of such shares shall be sufficient delivery to all such holders.
21.	Replacement of share certificates
	If a share certificate be defaced, lost or destroyed it may be replaced upon request and on such terms (if any) as to evidence and indemnity (with or without security) as the Board may think fit and, in the case of defacement, on delivery of the old certificate to the Company. In

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	respect of shares jointly held by more than one person, any one of the joint holders may make such request.
22.	Payment for share certificates
	Every certificate issued under the last preceding Article shall be issued without payment but there shall be paid to the Company any exceptional out-of-pocket expenses of the Company in connection with the request as the Board thinks fit and a sum equal to the costs incurred by the Company of any such indemnity or security as is referred to in that Article.
23.	Registration of holders
	The Company shall not be bound to register more than four persons as the holders of any share.

LIEN

24.	Lien on partly paid shares
	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share but the Board may at any time waive any lien which has arisen and may declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.
25.	Enforcement of lien by sale
	The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default shall have been given to the holder for the time being of the share or to the person entitled by reason of his death or bankruptcy to the share.
26.	Application of sale proceeds
	The net proceeds of sale, after payment of the costs thereof, shall be received by the Company and applied in or towards payment or satisfaction of the sum in respect whereof the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

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TRANSFER OF SHARES

27. Transfers of uncertificated shares

	All transfers of uncertificated shares shall be made in accordance with and be subject to the provisions of the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the Board pursuant to Article 18.1.
28.	Form of transfer
28.1	All transfers of certificated shares shall be effected by instrument in writing in any usual or common form or in any other form which the Board may approve. In the case of an instrument of transfer of ordinary shares of 25 pence each and dated on or before the date on which the Court order confirming the reduction of capital approved by Special Resolution passed at the Extraordinary General Meeting held on 1 November 2005 (or at any adjourned meeting) is registered by the Registrar of Companies, such transfer shall be a transfer of the same number of Ordinary Shares as is specified in the instrument of transfer.
28.2	The instrument of transfer of any share (whether certificated or uncertificated) shall be signed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof: Provided that in the case of a partly paid share (including a share in respect of which the whole of any premium payable under the terms of its allotment has not become payable and been paid) the instrument of transfer must also be signed by or on behalf of the transferee.
29.	Right to decline registration
	The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of shares (which is not a fully paid share (whether certificated or uncertificated)) provided that the refusal does not prevent dealings in the shares in the Company from taking place on an open and proper basis.
30.	Further rights to decline registration
	In relation to a certificated share, the Board may also decline to recognise any instrument of transfer unless:
30.1	The instrument of transfer is lodged with the Company accompanied by a certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); provided that in the case of a transfer of shares in certificated form by a recognised clearing house (within the meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question; and
30.2	The instrument of transfer is in respect of only one class of share.

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31.	Notice of refusal to register
	If the Board refuses to register a transfer it shall, in the case of certificated shares, within two months after the date on which the instrument of transfer was lodged with the Company, send to the transferee notice of the refusal and (except in the case of fraud) return to him the instrument and shall, in the case of uncertificated shares, notify such person as may be required by the Regulations and the requirements of the relevant system concerned. All instruments of transfer which are registered may be retained by the Company.
32.	No fee for registration
	No fee shall be charged on the registration of any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, stop notice or other instrument relating to or affecting the title to any share or otherwise for making any entry in the Register affecting title to any shares.
33.	Suspension of registration
	The transfer books and the Register and any register of holders of debentures of the Company may, upon giving such notice as is required by the Statutes (if any), be closed at such time or times and for such period as the Board shall deem expedient (and either generally or in respect of any class of shares) except that, in respect of any shares which are uncertificated shares, the Register shall not be closed without the consent of the operator of the relevant system and provided that the same be not closed for any greater period in the whole than thirty days in any year.
34.	Destruction of documents
	Subject to compliance with the rules (as defined in the Regulations) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy:
34.1	All instruments of transfer or other documents which have been registered or on the basis of which any entry in the Register of Members was made at any time after the expiration of six years from the date of registration thereof;
34.2	Any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiration of two years from the date of recording thereof; and
34.3	Any share certificate which has been cancelled, at any time after the expiration of one year from the date of such cancellation;
	and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

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(a)	the provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to any claim (regardless of the parties thereto);
(b)	nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled;
(c)	any document referred to above may, subject to the Statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period;
(d)	references in this Article to the destruction of any document include references to its disposal in any manner; and
(e)	references in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system concerned relating to the transfer of such shares.

35.	Renunciation of allotment
	The Board may at any time after the allotment of any share but before any person has been entered in the Register as the holder:

(a)	recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or
(b)	allow the rights represented thereby to be one or more participating securities under the Regulations,

in each case upon and subject to such terms and conditions as the Board may think fit to impose.

TRANSMISSION OF SHARES

36.	Transmission on death
	In the case of the death of a Member the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole holder or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares, but nothing herein contained shall release the estate of a deceased Member from any liability in respect of any share jointly held by him with other persons.
37.	Person entitled by transmission
	Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as may from time to time be required by the Board and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.

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38.	Restrictions on election
	If any person so becoming entitled shall elect to be registered himself he shall deliver or send to the Company a notice in writing signed or authenticated in accordance with Article 161 by him, stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing a transfer of such share to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.
39.	Rights of persons entitled by transmission
	A person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall, upon supplying to the Company such evidence as the Board may reasonably require to show his title to the share, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Member until he shall have become registered as the holder thereof provided always that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

CALLS ON SHARES

40.	Calls
	The Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) subject to the terms of allotment thereof made payable at fixed times provided that no call shall be payable at less than one month from the date fixed for payment of the last previous call and each Member shall (subject to the Company giving to him at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed in whole or part as the Board may determine.
41.	Timing and payment of calls
	A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.
42.	Liability of joint holders
	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

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43.	Interest due on non-payment of calls
	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding the Prescribed Rate, as the Board may determine, and all expenses that may have been incurred by the Company by reason of such non-payment, but the Board shall be at liberty to waive payment of such interest and expenses wholly or in part.
44.	Deemed calls
	Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
45.	Power to differentiate between holders
	The Board may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and the times of payment.
46.	Payment of calls in advance
	The Board may, if it thinks fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value or premium) uncalled and unpaid upon any shares held by him, but any Member making any such advance shall not be entitled to receive interest thereon and, save as provided by the terms of issue of shares, for the purposes of Articles 28, 29, 79, 80 and 138 account shall be taken of any amount paid up on a share in advance of a call or the date upon which sum premium or other payment is payable.

FORFEITURE OF SHARES

47.	Notice if call or instalment not paid
	If a Member fails to pay any call or instalment of a call on or before the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and expenses incurred by the Company by reason of such non-payment.
48.	Form of notice
	The notice shall name a further day (not being less than fourteen days from the date of the notice) on or before which and the place where the payment required by the notice is to be made and shall state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which such call or instalment is payable will be liable to be

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	forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references herein to forfeiture shall include surrender.
49.	Forfeiture for non-compliance
	If the requirements of any such notice as aforesaid be not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the Board.
50.	Notice after forfeiture
	When any share has been forfeited, notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share by reason of the death or bankruptcy of the holder (as the case may be), and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to make such entry or give such notice as aforesaid.
51.	Disposal of forfeited shares
	A forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person and either subject to or discharged from calls made or instalments due prior to the forfeiture upon such terms and in such manner as the Board shall think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board may think fit provided that the Company shall not exercise any voting rights in respect of such share and any such share not disposed of in accordance with the foregoing within a period of three years from the date of its forfeiture shall thereupon be cancelled in accordance with the provisions of the Statutes. For the purpose of giving effect to any such sale or other disposition the Board may authorise some person to transfer the share so sold or otherwise disposed of to the purchaser thereof or other person becoming entitled thereto.
52.	Continuing liability
	A Member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares and shall, in the case of certificated shares, surrender to the Company for cancellation the certificate for such shares. Such Member shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine, not exceeding the Prescribed Rate, from the date of forfeiture until payment. The Board may, if it thinks fit, waive the payment of such interest or any part thereof.
53.	Statutory declaration
	A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of

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the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the same is sold or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

STOCK

54.	Conversion of stock and shares
	The Company may from time to time by ordinary resolution convert any paid up shares into stock of the same class and may re-convert any stock into paid up shares of the same class and of any denomination.
55.	Transfer of stock The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit. The Board may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of such minimum, but the minimum shall not exceed the nominal amount of the share from which the stock arose.
56.	Stockholders’ rights The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at general meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and in assets on a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.
57.	Application of Articles to stock All such of the provisions of these Articles as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” herein shall include “stock” and “stockholder”.

INCREASE OF CAPITAL

58.	Increase of share capital
	The Company may from time to time by ordinary resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe.
59.	Application of Articles to new shares
	The new shares shall be subject to all the provisions of these Articles with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise.

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ALTERATIONS OF CAPITAL

60.	Consolidation, sub-division and cancellation
	The Company may from time to time by ordinary resolution:
60.1	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
60.2	sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association,
	provided that:

(a)

in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of a share from which the reduced share is derived; and

(b)

the resolution whereby any share is sub-divided may determine that as between the holders of the shares resulting from such sub-division one or more of the shares may have any such preferred or other special rights over, or may have such qualified or deferred rights or be subject to any such restrictions as compared with, the other or others as the Company has power to attach to unissued or new shares; and

60.3	cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
61.	Reduction of share capital
	The Company may also by special resolution reduce its share capital and any capital redemption reserve or any share premium account in any manner and with and subject to any incident authorised and consent required by law.
62.	Fractions of shares
	Subject to any direction by the Company in general meeting, whenever as the result of any exercise of any options or warrants to subscribe for Ordinary Shares in the Company or as the result of any consolidation or sub-division and consolidation of shares or any issue of shares in connection with the capitalisation of profits Members of the Company are entitled to any issued shares of the Company in fractions, the Board may deal with each of such fractions as they shall determine and in particular may provide that fractions are disregarded or that the benefit of fractions shall accrue to the Company or may sell the shares to which Members are so entitled in fractions for the best price reasonably obtainable and pay and distribute to and amongst the Members entitled to such shares in due proportion the net proceeds of the sale thereof or retain such net proceeds for the benefit of the Company. For the purpose of giving effect to any such sale the Board may, in respect of certificated shares, nominate some person to execute a transfer of the shares sold on behalf of the Members so entitled, or, in respect of uncertificated shares, nominate any person to transfer such shares in accordance with the facilities and requirements of the relevant system concerned or make

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such other arrangements as are compatible with the relevant system concerned or, in either case, in accordance with the directions of the buyer thereof and may cause the name of the transferee(s) to be entered in the Register as the holder(s) of the shares comprised in any such transfer, and such transferee(s) shall not be bound to see to the application of the purchase money nor shall such transferee(s)’ title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. For the purposes of this Article, any shares representing fractional entitlements to which any Member would, but for this Article, become entitled may be issued in certificated form or uncertificated form.

UNTRACED SHAREHOLDERS

63.	Power to sell shares
	The Company shall be entitled to sell, at the best price reasonably obtainable at the time of sale, any share of a Member or any share to which a person is entitled by transmission if and provided that:
63.1	for a period of 12 years prior to the date of publication of the advertisement in Article 63.2 below no cheque, warrant or order sent by the Company in the manner authorised by these Articles in respect of the share in question has been cashed and no communication has been received by the Company from the Member or the person entitled by transmission; provided that, in such period of 12 years, at least three dividends whether interim or final on or in respect of the share in question have become payable and no such dividend during that period has been claimed; and
63.2	the Company has, on or after expiration of the said period of 12 years, by advertisement in both a national newspaper and a newspaper circulating in the area in which the last known address of the Member or the address at which service of notices may be effected in the manner authorised in accordance with the provisions of these Articles is located, given notice of its intention to sell such share (but such advertisements need not refer to the names of the holder(s) of the share or identify the share in question); and
63.3	the Company has not, during the further period of three months after the publication of such advertisements and prior to the exercise of the power of sale, received any communication from the Member or person entitled by transmission.

64.

Authority to effect sale

To give effect to any sale pursuant to the previous Article, the Directors may authorise any person to execute as transferor an instrument of transfer of the said share and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such share. The transferee shall not be bound to see to the application of the purchase monies and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a long term

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	debt for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company (if any)) as the Directors may from time to time think fit.
65.	Authority to cease sending cheques
	If either:
65.1	on two consecutive occasions cheques, warrants or orders in payment of dividends or other monies payable in respect of any share have been sent through the post or otherwise in accordance with the provisions of these Articles but have been returned undelivered or left uncashed during the periods for which the same are valid or any transfer by bank or other funds transfer system has not been satisfied; or
65.2	following one such occasion reasonable enquiries have failed to establish any new address of the registered holder;
	the Company need not thereafter despatch further cheques, warrants or orders and need not thereafter transfer any sum (as the case may be) in payment of dividends or other monies payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company and supplied in writing to the Office an address for the purpose.

GENERAL MEETING

66.	Annual general meeting
	The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place as the Board shall appoint.
67.	Extraordinary general meetings
	All general meetings other than annual general meetings shall be called extraordinary general meetings.
68.	Convening of extraordinary general meetings
	The Board may, whenever it thinks fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition (and for a date not later than eight weeks after receipt of the requisition) or, in default, may be convened by such requisitionists as provided by the Statutes.

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NOTICE OF GENERAL MEETINGS

69.	Length and form of notice
	An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice period shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting, and the general nature of the business to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special or extraordinary resolution shall specify the intention to propose the resolution as a special or extraordinary resolution as the case may be. Notice of every general meeting shall be given in the manner hereinafter mentioned to such persons as are, in accordance with the provisions of these Articles, entitled to receive such notices from the Company, and also to the Auditors for the time being of the Company.
70.	Short notice
70.1	A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in the last preceding Article, be deemed to have been duly called if it is so agreed:
70.2	in the case of a meeting called as the annual general meeting by all the Members entitled to attend and vote thereat; and
70.3	in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.
71.	Right to attend and vote
	In every notice calling a meeting there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.
72.	Omission or non-receipt of notice or proxy
	The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
73.	Postponement of general meetings
	If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, they may postpone the general meeting to another date, time and/or place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least two national newspapers in the United

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Kingdom. Notice of the business to be transacted at such postponed meeting shall not be required.

PROCEEDINGS AT GENERAL MEETINGS

74.	Quorum and procedure if quorum not present
74.1	No business shall be transacted at any general meeting unless a quorum be present when the meeting proceeds to business. Save as otherwise provided by these Articles, three Members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A corporation being a Member shall be deemed for the purpose of this Article to be personally present if represented by proxy or in accordance with the provisions of the Statutes.
74.2	If within half-an-hour from the time appointed for the meeting a quorum is not present the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time or place as the Chairman of the meeting may determine. If at such adjourned meeting a quorum as above defined is not present within fifteen minutes from the time appointed for holding the meeting the Members present whether in person or by proxy shall be a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.
75.	Arrangements for simultaneous attendance, security and orderly conduct
75.1	In the case of any general meeting, the Directors may, notwithstanding the specification in the notice convening the general meeting of the place at which the chairman of the meeting shall preside (the “Principal Place”), make arrangements for simultaneous attendance and participation at other places by Members and proxies and others entitled to attend the general meeting but excluded from the Principal Place under the provisions of this Article 75.
75.2	Such arrangements for simultaneous attendance at the general meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any Members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these Articles any such general meeting shall be treated as being held and taking place at the Principal Place.
75.3	The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all Members and proxies and others entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place. The entitlement of any Member or proxy or other person entitled to attend a general meeting at the Principal Place shall be subject to such arrangements as may for the time being be in force whether stated in the notice of the general meeting to apply to that Meeting or notified to the Members concerned subsequent to the provision of the notice of the general meeting.

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75.4	The Directors or the chairman of the meeting or any person authorised by the Directors may direct that Members, proxies or corporate representatives wishing to attend any general meeting or anyone else permitted by the chairman of the meeting to attend should submit to such searches or other security arrangements or restrictions (including, without limitation, restrictions on items of personal property which may be taken into the meeting) as the Directors or the chairman of the meeting or such person authorised by the Directors shall consider appropriate in the circumstances. Such persons shall be entitled in their absolute discretion to refuse entry to, or to eject from, such general meeting any such person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.
75.5	A person appointed by the Directors shall preside at each location other than where the chairman of the meeting is presiding. Every such person shall carry out all requests made of him by the chairman of the shareholders’ meeting, shall keep good order at that location and shall have all powers necessary or desirable for such purposes.
75.6	The Directors or the chairman of the meeting or any person authorised by the Directors may, at any meeting, take such action as is thought fit to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the chairman of the meeting’s decision on matters of procedure or matters arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature.
75.7	Under no circumstances will a failure (for any reason) of communication equipment, or any other failure in the arrangements for participation in the meeting at more than one place, affect the validity of such meeting, or any business conducted thereat, or any action taken pursuant thereto.
76.	Chairman of general meetings
76.1	The Chairman (if any) of the Board or, in his absence, any deputy-Chairman shall preside as Chairman at every general meeting of the Company.
76.2	If there be no such Chairman or deputy-Chairman, or if at any meeting neither the Chairman nor the deputy-Chairman be present within fifteen minutes after the time appointed for holding the meeting, or if neither of them be willing to act as Chairman, the Directors present shall choose one of their number to act, or if one Director only be present he shall preside as Chairman if willing to act. If no Director be present, or if all the Directors present decline to take the chair, the Members present shall choose one of their number to be Chairman.
77.	Adjournments
	The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, not less than seven clear days’ notice in writing of the adjourned meeting shall be given specifying the day, the place and the time of the meeting but it shall not be necessary to specify in such notice the nature of the business to

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be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

78.	Method for voting and demand for a poll; casting vote
78.1	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by the Chairman or by at least three Members present in person or by proxy and entitled to vote or by any Member or Members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting or holding shares conferring a right to vote at the meeting on which there have been paid up sums in the aggregate equal to less than one-tenth of the total sum paid up on all shares conferring that right. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost, and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution.
78.2	If any votes are counted which ought not to have been counted or might have been rejected the error shall not vitiate the resolution unless it is pointed out at the same meeting and not in that case unless it shall, in the opinion of the Chairman of the meeting, be of sufficient magnitude to vitiate the resolution.
78.3	If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
78.4	In the case of an equality of votes at a general meeting, whether on a show of hands or on a poll, the Chairman of such meeting shall be entitled to a second or casting vote.
78.5	A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time (not being more than thirty days after the date of the meeting or adjourned meeting at which the poll is demanded) and place and in such manner as the Chairman directs. No notice need to given of a poll not taken immediately.
78.6	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded, and the demand may be withdrawn at any time before the poll is taken, whether before or after the termination of the meeting in question. If a poll is demanded on a declaration of the result of a show of hands and the demand is later withdrawn in accordance with the provisions of this Article, then the resolution in question shall be carried or lost (as the case may be) in accordance with such declaration and an entry to that effect shall be made in the book of proceedings of the Company.

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VOTES OF MEMBERS

79. Votes of Members and joint holders

	Subject to any special terms as to voting upon which any shares may be issued or may be for the time being be held, on a show of hands every Member who is present in person shall have one vote, and on a poll every Member who is present in person or by proxy shall have one vote for every four Ordinary Shares of which he is holder. Provided that on a poll every Member who is present in person or by proxy shall in respect of Ordinary Shares held by him otherwise than fully paid up have one vote for every 40 U.S. cents in the aggregate paid up in respect of the nominal amount of Ordinary Shares held by him. For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.
80.	Suspension of rights for non-payment of calls and non-disclosure of interests
80.1	No Member shall, unless the Board otherwise determines, be entitled in respect of any share in the capital of the Company held by him to be present or to vote at any general meeting or meeting of the holders of any class of shares in the capital of the Company either personally or by proxy, or be reckoned in the quorum for any such meeting or to exercise any other right conferred by membership in relation to meetings of the Company or holders of any class of shares in the capital of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
80.2	If any Member, or any person appearing to the Board to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) held by such Member, has been duly served with a notice under Section 793 of the Companies Act 2006 and is in default for the prescribed period in supplying to the Company the information thereby required then the Board may in their absolute discretion at any time thereafter serve a notice (a “direction notice”) upon such Member as follows:

(a)

a direction notice may direct that, in respect of the shares in relation to which the default occurred (“default shares”), the Member shall not be entitled to be present or to vote at a general meeting or a meeting of the holders of any class of shares of the Company either personally or by proxy or to be reckoned in the quorum for any such meeting or to exercise any other right conferred by membership in relation to the meetings of the Company or of the holders of any class of shares of the Company for so long as the default occurs; and

(b)

where the default shares represent at least 0.25 per cent. of the class of issued shares concerned (excluding any shares in the Company held as treasury shares), then the direction notice may additionally direct that:

(i)	in respect of the default shares any dividend or other money which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Member; and/or
(ii)	no transfer other than an approved transfer of any shares held by such Members shall be registered unless:

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(A)	the Member is not himself in default as regards supplying the information requested; and
(B)	the transfer is of part only of the Member’s holding and when presented for registration is accompanied by a certificate by the Member in a form satisfactory to the Board to the effect that after due and careful enquiry the Member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer,

provided that, in the case of shares in uncertificated form, the Board may only exercise their discretion not to register a transfer if permitted to do so by the Regulations.

Any direction notice may treat shares of a Member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.

The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

80.3 Any direction notice shall cease to have effect not more than seven days after the earlier of the receipt by the Company of:

(a)	a notice of an approved transfer, but only in relation to the shares transferred; or
(b)	all the information required by the section 793 notice, in a form satisfactory to the Board,

	provided that notice in writing of the cessation of the direction notice shall be given to the Member promptly.
80.4	For the purpose of this Article:

(a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification under the said Section 793 which either:

(i)	names such person as being so interested; or
(ii)	fails to establish the identities of those interested in the shares and (after taking into account the said notification and any relevant Section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

(b) the prescribed period in respect of any particular Member is twenty-eight days from the date of service of the said notice under Section 793 except where the default shares represent at least 0.25 per cent. of the class of shares concerned in which case such period shall be reduced to fourteen days;

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(c) a transfer of shares is an approved transfer if but only if:

(i)	it is a transfer of shares to an offerer by way or in pursuance of acceptance of a takeover offer for a company (as defined in Section 974 of the Companies Act 2006); or
(ii)	the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a party unconnected with the Member and with other persons appearing to be interested in such shares; or
(iii)	the transfer results from a sale made through a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) or any stock exchange outside the United Kingdom on which the Company’s shares are normally traded.

80.5	Nothing contained in this Article shall limit the power of the Board under Section 794 of the Companies Act 2006.
81.	Joint holders
	In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register.
82.	Corporate representatives
	A corporation being a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company and shall be deemed to be present in person at any such meeting if a person so authorised is present thereat.
83.	Mental disorder
	A Member in respect of whom an order has been made by any Court having jurisdiction (in the United Kingdom or elsewhere) in matters concerning mental disorder may at the discretion of the Board vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person appointed by such Court and subject to production of such evidence of appointment as the Board may require, and such committee, receiver, curator bonis or other person may vote on a poll by proxy.
84.	Objections to and errors in voting
	No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not

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	disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.
85.	Voting on a poll
	On a poll votes may be given either personally or by proxy and a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. Unless his appointment otherwise provides, the proxy may vote or abstain at his discretion on any matter coming before the meeting on which proxies are entitled to vote.
86.	Execution of proxies
	The appointment of a proxy shall be in writing in any usual common form, or any other form which the Board may approve, signed or authenticated in accordance with Article 161 by the appointor or by his attorney duly authorised in writing or, if the appointor be a corporation, either under seal or signed by an officer or attorney duly authorised or authenticated in accordance with Article 161. Any signature or authentication of such appointment need not be witnessed.
87.	Appointment of proxies
	A proxy need not be a Member of the Company. A Member may appoint more than one proxy to attend on the same occasion. Deposit or receipt of an appointment of proxy shall not preclude a Member from attending and voting in person at the meeting or any adjournment thereof.
88.	Rights of proxies
	A proxy shall have the right to demand or to join in demanding a poll and the right to speak at the meeting.
89.	Delivery of proxies
	The appointment of a proxy and the power of attorney or other authority (if any) under which it is signed or authenticated in accordance with Article 161, or a notarially certified copy of such power or authority, or a copy certified in accordance with the provisions of the Powers of Attorney Act, 1971, shall:
89.1	be received at such address or one of such addresses (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no address is so specified, must be deposited at the Office) not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
89.2	in the case of a poll taken subsequently to the date of a meeting or adjourned meeting be deposited or, where relevant, received by electronic means at such address not less than twenty-four hours before the time appointed for the taking of the poll and in default the appointment of the proxy shall not be treated as valid.

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90.	Two or more appointments of proxy
	If two or more valid but differing appointments of a proxy are delivered or received by electronic means in accordance with these Articles in respect of the same share for use at the same meeting, the one which is last delivered, or, as the case may be, received as aforesaid (regardless of its date, its date of sending or the date of its execution) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was delivered or received last, none of them shall be treated as valid in respect of that share.
91.	Validity of proxies
	The appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting to which it relates. No appointment of a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting in cases where the meeting was originally held within twelve months from that date.
92.	Cancellation of proxy’s authority
	A vote given (or poll demanded) in accordance with the terms of an instrument of proxy or a proxy appointed by electronic means, shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the appointment of proxy or of the authority under which it was executed, or the transfer of the share in respect of which the appointment of proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office before or at such other place (if any) as is specified for depositing the appointment of proxy or, where the appointment of the proxy was received or delivered by electronic means or was received pursuant to Article 89, at the address at which such appointment was duly received, at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll at which the appointment of proxy is used.
93.	Written resolutions
	Subject to the provisions of the Statutes, a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held, and may consist of two or more documents in like form each signed by one or more of the Members.

DIRECTORS

94.	Number of Directors
	Unless and until otherwise determined by the Company in general meeting, the Directors shall be not less than two.

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95.	Alternate Directors
95.1	Each Director shall have power to appoint either another Director or any person approved for that purpose by a resolution of the Board to act as alternate Director in his place during his absence. A person so appointed shall (subject to his giving to the Company an address within the United Kingdom or an address at which notices may be served on him by electronic means) be entitled to receive notices of all meetings of the Board and, in the absence from the Board of the Director appointing him, to attend and vote at meetings of the Board, and to exercise all the powers, rights, duties and authorities of the Director appointing him. A Director may at any time revoke the appointment of an alternate appointed by him, and subject to such approval as aforesaid where requisite appoint another person in his place. The appointment of an alternate Director shall cease and determine on the happening of any event which if he was a Director would render him legally disqualified from acting as a Director or if he has a receiving order made against him or if he compounds with his creditors generally or if be becomes of unsound mind. An alternate Director need not hold a share qualification. Any Director acting as alternate shall have an additional vote for each Director for whom he acts as alternate but shall count as only one for the purpose of determining whether a quorum be present. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, provided that if any Director retires by rotation or otherwise but is re-elected at the same meeting, any appointment made by him pursuant to this Article which was in force immediately before his retirement shall remain in force as though he had not retired.
95.2	All appointments and removals of an alternate Director shall be effected by instrument in writing delivered, signed or authenticated in accordance with Article 161 by the appointor and delivered to the Office or at some other address which has been specified by the Board for the purpose of notifying appointments and removals of alternate Directors by electronic means and subject to such terms and conditions, if any, as the Board may decide.
95.3	Every person acting as an alternate Director shall be an officer of the Company, and shall also be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration payable to the Director appointing him, and shall consist of such portion of the last-mentioned remuneration as shall be agreed between the alternate and the Director appointing him provided that such payment be notified to the Company in writing.
96.	Directors’ fees and expenses
96.1	The Directors shall be paid out of the funds of the Company by way of fees for their services as Directors such sums (if any) as the Board may from time to time determine (not exceeding in the aggregate an annual sum of US $2,700,000 or such larger amount as the Company may by ordinary resolution determine) and such remuneration shall be divided among the Directors as the Board may by resolution determine or, failing such determination, equally, except that any Director holding office for less than a year shall only rank in such division in proportion to the period during which he has held office during such year. Such remuneration shall be deemed to accrue from day to day. The Directors (including alternate Directors) shall also be entitled to be paid their reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Board or committees of the Board or general meetings or otherwise incurred while engaged on the business of the Company.

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96.2	Subject to the Statutes, payment may be made to any one or more Directors under this Article 96 by the allotment and issue to any such Director of shares in the capital of the Company on such terms and subject to such conditions as the Board may determine.
97.	Additional remuneration
	Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Board may determine.
98.	Other interest of Directors
98.1	Subject to the provisions of the Statutes and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director of the Company may be or become a director or other officer or other offices, servant or member of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or other officer servant or member of or from his interest in such other company. The Board may also exercise or procure the exercise of the voting power conferred by the shares in any other company held or owned by the Company (and the Directors may exercise any voting rights to which they are entitled as directors of such other Company) in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing the members of the Board or any of them to be directors or officers or servants of such other company, and fixing their remuneration as such, and each Member of the Board may vote as a Director of the Company in connection with any of the matters aforesaid.
98.2	Subject to the provisions of the Statutes and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with this office of Director and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange. Any such remuneration shall be in addition to any remuneration provided for by any other Article. No Director shall be disqualified by his office from entering into any contract, arrangement, transaction or proposal with the Company, either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or in any other manner whatever. Subject to the Statutes, no such contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director or person connected with him is in any way interested, whether directly or indirectly, shall be liable to be avoided, nor shall any Director who enters into any such contract, arrangement, transaction or proposal or who is so interested be liable to account to the Company for any profit realised by any such contract, arrangement, transaction or proposal by reason of such Director holding that office or of the fiduciary relation thereby established.
98.3	A Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if his interest then exists, or in any other case

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	at the first meeting of the Board after he becomes so interested. A general notice to the Board given by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in all transactions with such company or firm shall be sufficient declaration of interest under this Article, and after such general notice it shall not be necessary to give any special notice relating to any subsequent transaction with such company or firm, provided that either the notice is given at a meeting of the Board or the Director giving the same takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given. An interest (whether of his or a connected person, as such expression is defined in the Companies Acts) of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
98.4	Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him, as such expression is defined in the Companies Acts) is to his knowledge a material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
98.5	A Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

(a)	the giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;
(b)	the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(c)	any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is to be interested as a participant in the underwriting or sub-underwriting thereof.
(d)	any proposal concerning any other company in which he (together with persons connected with him, as such expression is defined in the Companies Acts) is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that neither he nor any person connected with him is the holder of or beneficially interested in 1 per cent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights of that company;
(e)	any proposals concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval by the Board of Inland Revenue for taxation purposes;

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(f)

any proposal concerning the adoption, modification or operation of any scheme for enabling employees including full time Executive Directors of the Company and/or any subsidiary to acquire shares of the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits in a similar manner to employees and which does not accord to any Director as such any privilege or advantage not generally accorded to the employees to whom the scheme or arrangement relates; and

(g)

any proposal concerning (i) insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors, or (ii) indemnities in favour of Directors, or (iii) the funding of expenditure by one or more Directors on defending proceedings against him or them, or (iv) doing anything to enable such Director or Directors to avoid incurring such expenditure.

98.6	A Director shall not vote or be counted in the quorum on any resolution concerning his own appointment as the holder of any office or place of profit with the Company or any company in which the Company is interested including fixing or varying the terms of his appointment or the termination thereof.
98.7	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
98.8	If any question shall arise at any meeting as to the materiality of a Director’s interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.
98.9	The Company may by ordinary resolution suspend or relax the provisions of Articles 98.1 to 98.8 to any extent or ratify any transaction not duly authorised by reason of a contravention of such Articles.
99.	Directors’ shareholding qualification
	A Director shall not be required to hold any shares of the Company as a qualification for office, but nevertheless shall be entitled to attend and speak (but not to vote) at any general meeting of, or at any separate meeting of the holders of any class of shares in, the Company.

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DISQUALIFICATION OF DIRECTORS

100.	Vacation of a Director’s office
	The office of a Director shall be vacated in any of the following events, namely:
100.1	if a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally or applies to the Court for an interim order under Section 25.3 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
100.2	if he becomes prohibited by law from acting as a Director;
100.3	if, in England or elsewhere, an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs;
100.4	if he resigns his office by notice in writing to the Company or offers to resign and the Directors resolve to accept such offer;
100.5	if, not having leave of absence from the Directors, he and his alternate (if any) fail to attend the meetings of the Directors for six successive months, unless prevented by illness, unavoidable accident or other cause which may seem to the Directors to be sufficient, and the Directors resolve that his office be vacated;
100.6	if, by notice in writing delivered to or received at the Office or at some other address specified by the Directors or tendered at a meeting of the Directors, his resignation is requested by all of the other Directors (but so that this shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company). .

POWERS AND DUTIES OF DIRECTORS

101.

Powers of the Company vested in the Directors

The business of the Company shall be managed by the Board, which may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of these Articles and of the Statutes and to such regulations, being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

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102.	Local boards
	The Board may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Board, with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
103.	Attorneys
	The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in him.
104.	Official Seal
	The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and with regard to having an official seal for sealing and evidencing securities, and such powers shall be vested in the Board.
105.	Overseas branch register
	The Company may exercise the powers conferred by the Statutes with regard to the keeping of an Overseas Branch Register, and the Board may (subject to the provisions of the Statutes) make and vary such regulations as it may think fit respecting the keeping of any such register.
106.	Signing of cheques etc
	All cheques, promissory notes, drafts, bills of exchange and other negotiable and transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.
107.	Minutes
107.1	The Board shall cause minutes to be made in books provided for the purpose:

(a)	of all appointments of officers made by the Board;
(b)	of the names of the Directors present at each Board or committee meeting;

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(c) of all resolutions and proceedings at all meetings of the Company and of the Board and of any committees of the Board.

107.2 Any such minute as aforesaid in Article 107.1 above, if purporting to be signed by the Chairman of the meeting at which the proceedings took place, or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes without any further proof. It shall not be necessary for members of the Board present at any meeting of the Board to sign their names in the minute book or other book kept for recording attendance.

BORROWING POWERS

108.

Directors’ borrowing powers and restrictions on borrowing

108.1

Subject to the provisions of the Statutes, the Board may exercise all the powers of the Company to borrow or raise money as they think necessary for the purposes of the Company. The aggregate amount at any time owing by the Company and/or its non-banking subsidiary undertakings (as hereinafter defined) in respect of moneys borrowed by it or them or any of them (inclusive of moneys borrowed by the Company or a non-banking subsidiary undertaking from a banking subsidiary undertaking but exclusive of moneys borrowed by the Company from a non-banking subsidiary undertaking and exclusive of moneys borrowed by a non-banking subsidiary undertaking from another non-banking subsidiary undertaking or from the Company) shall not at any time, without the previous sanction of the Company in general meeting, exceed whichever shall be the greater of £150 million and a sum equal to three times the aggregate of:

(a)	the nominal capital of the Company for the time being issued and paid up;
(b)	the share premium of the Company;
(c)	other amounts standing to the credit of the consolidated capital and reserves (including but not limited to the capital redemption reserve, the revaluation reserve, other reserves and the profit and loss account); and
(d)	minority interests;

all as shown in a consolidation of the then latest audited Balance Sheets of the Company and each of its non-banking subsidiary undertakings but after:

(i)	making such adjustments as may be appropriate in respect of any variation in the issued and paid-up share capital, the Share Premium Account and the Capital Redemption Reserve of the Company since the date of its latest audited Balance Sheet;
(ii)	deducting therefrom:

(A) an amount equal to any distribution by the Company or its non-banking subsidiary undertakings out of profits earned prior to the date of the latest audited consolidated Balance Sheet and which has been declared, recommended or made since that date except so far as provided for in

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	such Balance Sheet or to the extent that a distribution from a non-banking subsidiary undertaking is received by the Company or another non-banking subsidiary undertaking;
(B)	all intangible assets other than goodwill; and
(C)	any debit balance on any consolidated reserve to the extent that such amount has not already been deducted from the reserves of the Company and its non-banking subsidiary undertakings;

(iii)

adding thereto the total aggregate amount of any sums which have been charged to reserves in the said consolidation of the then latest audited Balance Sheets of the Company and each of its non-banking subsidiary undertakings in respect of goodwill arising (whether on consolidation or otherwise) as a result of the acquisition of any asset by the Company or its non-banking subsidiary undertakings (a “relevant asset”) after deducting therefrom a sum equal to the aggregate of the amounts of any permanent diminution in value of any of the relevant assets; and

(iv)

making such other adjustments as the Auditors for the time being of the Company consider appropriate.

108.2	A report by the Auditors for the time being of the Company as to the aggregate amount which may at any one time in accordance with the provisions of this Article 108.2 be owing by the Company and its non-banking subsidiary undertakings, without such sanction as aforesaid shall be conclusive in favour of the Company and all persons dealing with the Company.
108.3	No such sanction shall be required to the borrowing of any sum of money intended to be applied within six months after such borrowing in the repayment (with or without premium) of any moneys then already borrowed and outstanding notwithstanding that the same may result in such limit being exceeded. In calculating the amount of “moneys borrowed” for the purpose of this Article there shall be deducted the amount of the cash and short-term deposits and cash equivalents of the Company and its non-banking subsidiary undertakings (other than any borrowed moneys permitted by this Article and any cash, short-term deposits and cash equivalents held or made in the capacity of a trustee of, or for or on behalf of, any other person or persons). For the purpose of this Article “cash equivalents” means short term, highly liquid investments that are readily convertible into known amounts of cash and which are purchased as part of cash management activities to earn interest or similar income rather than to make investment gains.
108.4	No lender or other person dealing with the Company shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time the debt or the security was incurred that the limit hereby imposed had been or was thereby exceeded.
108.5	The Board shall take all necessary steps (including the exercise of all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings) for securing that the aggregate amount at any one time outstanding in respect of moneys

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	borrowed by all or any of the non-banking subsidiary undertakings of the Company, exclusive as aforesaid, shall never (without such sanction as aforesaid) when added to the amount (if any) for the time being owing in respect of moneys borrowed by the Company, exclusive as aforesaid, exceed the said limit.
108.6	In this Article 108, the expressions following shall have the meanings hereinafter mentioned, that is to say:
	“subsidiary undertaking” means a company which is for the time being a subsidiary undertaking of the Company as that expression is defined by Statutes;
	“non-banking subsidiary undertaking” means a subsidiary undertaking of the Company which is not a banking subsidiary undertaking as hereinafter defined; and
	“banking subsidiary undertaking” means any subsidiary undertaking which is a bank authorised under the Financial Services and Markets Act 2000 or other subsidiary undertaking the major part of the business of which for the time being consists of the lending of money and/or the taking of deposits and/or the holding of the equity share capital of any such subsidiary undertaking and/or the co-ordination of the activities of such subsidiary undertaking.
108.7	The Board may borrow or raise any such money as aforesaid upon or by the issue or sale of any bonds, debentures or securities, and upon such terms as to the time of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper including a right for the holder of bonds, debentures or securities to exchange the same for shares in the Company of any class authorised to be issued.
108.8	Subject as aforesaid the Board may secure or provide for the payment of any moneys to be borrowed authorised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company whether called up or not, or by any other security, and the Board may confer upon any mortgagee or person in whom any debenture or security is vested such rights and powers as they think necessary or expedient, and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture-holder such rights and powers as the Board may think necessary or expedient in relation to the undertaking or property of the Company, or the management of the realisation thereof or the making, receiving or enforcing of calls upon the Members in respect of unpaid capital, and otherwise, and may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.
108.9	The Board may give security for the payment of any moneys payable by the Company in like manner as for the payment of money borrowed or raised, but in such case the amount shall for the purposes of the above limitation be reckoned as moneys borrowed.

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PROCEEDINGS OF THE BOARD

109. Board meetings and participation

109.1	The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may and the Secretary on the requisition of a Director shall at any time summon a Board meeting.
109.2	The Directors shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other, and a quorum in that event shall be two Directors so linked.
110.	Quorum at Board meetings
	The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be two.
111.	Notice of Board meetings
	Notice of a Board Meeting shall be deemed to be duly given to a Director whether it is given to him personally or by word of mouth or sent in writing or by electronic means to him at his last known address or any other address given by him to the Company for this purpose and each Director shall, on appointment, be taken to have agreed to the giving of notices in such manner.
112.	Directors below minimum
	The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number be reduced below the minimum number fixed by or in accordance with these Articles, the continuing Director may act for the purpose of filling up vacancies in the Board or for summoning general meetings of the Company but not for any other purpose, and may act for either of the purposes aforesaid notwithstanding that the number of Directors is reduced below the number fixed as the quorum by or in accordance with these Articles. If there be no Directors or Director able or willing to act, then any two Members may summon a general meeting for the purpose of appointing Directors.
113.	Appointment of Chairman and deputy-Chairman of meetings
	The Board may elect a Chairman and deputy-Chairman of its meetings and determine the period for which they are respectively to hold office. If no such Chairman or deputy-Chairman be elected, or if at any meeting neither the Chairman nor the deputy-Chairman be present within five minutes after the time appointed for holding the same, Directors present may choose one of their number to be Chairman of the meeting. If at any time there is more than one deputy-Chairman, the right in the absence of the Chairman to preside at a meeting of the Directors or of the Company shall be determined as between the deputy-Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

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114.	Board meetings
	A meeting of the Board at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Board.
115.	Delegation of Board’s powers to committees
115.1	The Board may delegate any of its powers to committees, whether consisting of a member or members of its body or not, as it thinks fit. Any such committee shall, unless the Directors otherwise resolve, have the power to sub-delegate to sub-committees any of the powers or directions delegated to it. Insofar as any such power or discretion is delegated to a committee or sub-committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee. Any committee or sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
115.2	The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article.
116.	Written resolution of Directors
	A resolution in writing signed or authenticated in accordance with Article 161 or approved by fax or by any electronic means by all the Directors entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned PROVIDED THAT such a resolution need not be signed by an alternate Director if it is signed by the Director who appointed him.
117.	Validity of Directors’ acts
	All acts done by the Board or any committee or by any person acting as a Director, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Director or person acting as aforesaid or that any of them was disqualified from holding office or not entitled to vote, or that they or any of them had vacated office, shall be as valid as if every such person had been duly appointed, was qualified, had continued to be a Director and was entitled to vote.

ROTATION OF BOARD

118.	Retirement from the Board
118.1	Each Director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected but, unless he falls within Article 118.2 below, he shall be eligible for re-election. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

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118.2	A Director shall also retire at any annual general meeting if he has agreed to do so (whether in accordance with the terms of his appointment or otherwise) and unless the Directors have agreed otherwise, he shall not be eligible for re-election.
119.	Election to the Board
	Subject to Article 120 the Company at the meeting at which a Director retires in manner aforesaid may fill up the vacated office by electing a person thereto unless at such meeting it is expressly resolved not to fill up such vacated office.
120.	Appointment of Directors by separate resolution
	A single resolution for the appointment of two or more persons as Directors shall not be put at any general meeting, unless a resolution that it shall be so put has first been agreed to by the meeting without any vote being given against it.
121.	Persons eligible for appointment
	No person, other than a Director retiring at the meeting, shall, unless recommended by the Board, be eligible for election to the office of a Director at any general meeting unless, not less than seven and not more than twenty-one clear days before the day appointed for the meeting, there shall have been given to the Secretary notice in writing signed or authenticated in accordance with Article 161 by some Member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed or authenticated in accordance with Article 161 by the person to be proposed of his willingness to be elected.
122.	Automatic re-election
	If at any meeting at which an election of Directors ought to take place the place of any retiring Director is not filled up, such Director, if offering himself for re-election, shall be deemed to have been re-elected unless (i) at such meeting it be expressly resolved not to fill up such place; or (ii) a motion that he be re-elected is put to the meeting and defeated; or (iii) such Director is ineligible for re-election.
123.	Increase and reduction in number of Directors
	The Company in general meeting may from time to time increase or reduce the number of Directors and may also determine in what rotation such increased or reduced number is to go out of office.
124.	Casual vacancies and additional powers of Directors – powers of the Company
	Subject as aforesaid, the Company may from time to time by ordinary resolution appoint a person who is willing to be a Director either to fill a casual vacancy or as an additional Director.

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125.	Casual vacancies and additional Directors – powers of Directors
	Without prejudice to the power of the Company in general meeting in pursuance of any of the provisions of these Articles to appoint any person to be a Director, the Board shall have power at any time and from time to time to appoint any person (subject to the Statutes) to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles. Any Director so appointed shall hold office only until the dissolution of the next following annual general meeting unless he is re-elected during that meeting.
126.	Power of removal by ordinary resolution
	The Company may by ordinary resolution of which special notice has been given in accordance with the Statutes, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claims such Director may have for damages for breach of any contract of service between him and the Company. The Company may (subject to Article 120 or to the provisions of the Statutes as the case may be) by an ordinary resolution appoint another person in his stead.
127.	Appointment of replacement Director
	Subject to Article 120, the Company may by ordinary resolution appoint another person in place of a Director removed from office under the immediately proceeding Article.

MANAGING AND EXECUTIVE DIRECTORS

128.	Appointment of executive Directors
128.1	Subject to the Statutes the Board may from time to time appoint one or more of its body to the office of Executive Chairman, Managing Director or Assistant Managing Director or to such other executive office for such period and upon such terms as it thinks fit and subject to the provisions of any agreement entered into in any particular case, may revoke such appointment. Such appointment of a Director shall (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company) ipso facto determine if he ceases from any cause to be a Director.
128.2	The appointment of any Director to the office of Chairman or deputy-Chairman or Managing Director or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

128.3 The appointment of any Director to any other executive office shall not automatically determine if he ceases, for whatever reason, to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

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129.

Powers of Executive Directors

129.1

The Board may entrust to and confer upon an Executive Chairman, Managing Director, Assistant Managing Director or other Director holding executive office any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with or to the exclusion of its own powers, and may from time to time (subject to the terms of any agreement entered into in any particular case) revoke, withdraw, alter or vary all or any of such powers.

129.2 The Board shall adopt terms of reference setting out the division of responsibilities between the roles of Chairman and Chief Executive from time to time.

SECRETARY

130.	Appointment and removal of the Secretary
	Subject to the Statutes, the Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any Secretary so appointed may be removed by the Board. No person shall be appointed or hold office as Secretary who is:
130.1	the sole Director of the Company; or
130.2	a corporation the sole director of which is the sole Director of the Company; or
130.3	the sole director of a corporation which is the sole Director of the Company.
131.	Assistant or Deputy Secretary
	The Board may from time to time if there is no Secretary or no Secretary capable of acting by resolution appoint any person to be an assistant or deputy Secretary to exercise the functions of the Secretary.
132.	Capacity
	A provision of the Statutes or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

PENSIONS AND ALLOWANCES

133.

Power to award pensions, annuities, etc

The Board may exercise all the powers of the Company to give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been Directors of or employed by or in the service of the Company or its predecessors in business or of any company which is a subsidiary or subsidiary undertaking of or related to or associated with the Company or any such subsidiary or subsidiary undertaking and to the wives, widows, children and to the relatives and dependants of any

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such persons and to any person who is otherwise connected or related thereto and may establish, maintain, support, subscribe to and contribute to all kinds of Schemes, Trusts and Funds (whether contributory or non-contributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them, and so that any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit (whether under any such fund or scheme or otherwise).

134.

Power to purchase and maintain insurance

134.1 Without prejudice to any other provisions of these Articles, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers, employees or Auditors of the Company, or of any other body (whether or not incorporated) which is or was its parent undertaking or subsidiary undertaking or another subsidiary undertaking of any such parent undertaking (together “Group Companies”) or otherwise associated with the Company or any Group Company or in which the Company or any such Group Company has or had any interest, whether direct or indirect, or of any predecessor in business of any of the foregoing, or who are or were at any time trustees of (or directors of trustees of) any pension, superannuation or similar fund, trust or scheme or any employees’ share scheme or other scheme or arrangement in which any employees of the Company or of any such other body are interested, including (without prejudice to the generality of the foregoing) insurance against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other body, fund, trust, scheme or arrangement.

THE SEAL

135. Use of seal

135.1 Neither the Seal nor any official seal kept under the Companies Acts shall be affixed to any instrument except in the presence or by the authority of at least two Directors or at least one Director and the Secretary and such Directors or Director and Secretary shall sign every instrument to which either is so affixed in their presence or by their authority except that all forms of certificate for shares stock or debentures or representing any other form of security may be issued and sealed by the Registrars of the Company if there shall be in force a resolution of the Board to this effect and all forms of certificates shall bear the autographic signatures of one or more Directors and the Secretary unless there shall be for the time being in force a resolution of the Board that the same need not be signed or countersigned by any person (in which event no signature or counter signature shall be required) and such signatures may if the Board so resolves be affixed by mechanical means.

135.2 Where the Statutes so permit, any instrument signed by one Director and the Secretary or by two Directors and expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended by the person or persons making it to be a deed without the authority of the Board or of a committee authorised by the Board in that behalf. The Board may by resolution determine that such signatures or either of them shall be affixed by some method or system of mechanical or electronic means.

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135.3 The Board may obtain such number of devices for affixing the Seal or any official seal kept pursuant to the Companies Acts to any instrument as they shall think necessary or expedient and may in particular deliver such a device to any Registrars of the Company whether in the United Kingdom or abroad, provided that the Board shall provide for the safe custody of the Seal and any official seal kept pursuant to the Companies Acts and shall take such steps as may appear necessary to prevent any unauthorised use of any such device.

DIVIDENDS

136.	Declarations of dividends by Company
	The Company in general meeting may from time to time declare dividends to be paid to the Members according to their rights and interests in the profits, but no dividend shall be declared in excess of the amount recommended by the Board and no dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.

137. Calculation and currency of dividends

137.1 Subject to the rights of persons if any, entitled to shares with any priority, preference or special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. All dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but if a share be issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

137.2	Unless the rights attached to any shares, or the terms of any shares, or the Articles provide otherwise, a dividend can be paid to a Member in whatever currency the Board decides, using an appropriate exchange rate selected by the Board for any currency conversions that are required.
138.	Payment of interim and fixed dividends by the Board
	The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company; the Board may also pay the fixed dividend payable on any shares of the Company half-yearly or otherwise on fixed dates, whenever such profits, in the opinion of the Board, justify that course. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

139.	Deductions of amounts due on shares and waiver of dividends
	The Board may deduct from any dividend payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

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140.	Interest
	No dividend or other moneys payable on or in respect of a share shall bear interest against the Company. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Statutes which apply to the Company.
141.	Forfeiture of dividends
	All dividends, interest and other sums unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. All dividends, interest and other sums unclaimed for a period of twelve years after having been declared shall be forfeited and shall revert to the Company. The payment of any unclaimed dividend, interest or other moneys payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee thereof.
142.	Payment procedure

142.1 Every dividend shall be paid (subject to the Company’s lien) to those Members who shall be on the Register at the date fixed by the Directors for the purpose of determining the persons entitled to such dividend (whether the date of payment or some other date) notwithstanding any subsequent transfer or transmission of shares.

142.2 Any dividend, interest or other sum payable in cash (whether in pounds sterling or any other currency) to the holder of shares may be paid by direct debit, bank transfer, (subject always, in the case of uncertificated shares, to the facilities and requirements of the relevant system concerned, where payment is to be made by means of such system), cheque, warrant or money order and the same may be remitted by post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first on the Register in respect of the shares, or to such person and such address as the holder or joint holders may in writing direct, and the Company shall not be responsible for any loss of any such cheque, warrant or order. Every such cheque, order or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the registered holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares and the payment of such cheque, warrant or order shall be a good discharge to the Company. Any one or two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by such joint holders. If on two consecutive occasions cheques, warrants or orders in payment of dividends or moneys payable in respect of any share have been sent through the post in accordance with the provisions of this Article but have been returned, undelivered or left uncashed during the periods which the same are valid, the Company need not thereafter dispatch further cheques or warrants in payment of dividends or other moneys payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company or has supplied in writing to the Office an address for the purpose.

143.	Dividends other than in cash
	Any general meeting declaring a dividend may, upon the recommendation of the Board, direct payment or satisfaction , of such dividend wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and the Board shall give effect to such direction, and where any difficulty arises in regard to such

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	distribution the Board may settle it as it thinks expedient, and in particular may issue fractional certificates and fix the value for distribution of any such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to secure equality of distribution and may vest any such specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Board.
144.	Establishment of reserve
	The Board may before recommending any dividend set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may divide the reserve into such special funds as they think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have divided as they think fit. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to divide.
145.	Waiver of dividend
	The waiver in whole or in part of any dividend on any share shall be effective only if such waiver is in writing (whether or not executed as a deed) signed or authenticated in accordance with Article 161 by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

CAPITALISATION OF PROFITS

146.

Power to capitalise

Subject to the provisions of Article 147, the Board may capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including any share premium account and capital redemption reserve) or to the credit of the profit and loss account (in each case, whether or not such amounts are available for distribution), and appropriate the sum resolved to be capitalised either:

146.1 to the holders of shares on the Register at the close of business on such date as may be specified in the resolution of the general meeting granting authority for such capitalisation who would have been entitled thereto if distributed by way of dividend and in the same proportions; or

146.2 to such number of the holders of shares who may, in relation to any dividend or dividends, validly accept (whether before or after the date of adoption or alteration of this Article) an offer or offers on such terms and conditions as the Board may determine (and subject to such exclusions or other arrangements as the Board may consider necessary or expedient to deal with legal or practical problems in respect of overseas shareholders or in respect of shares held by a depositary or its nominee) to receive new shares, credited as fully paid, in lieu of

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	the whole or any part of any such dividend or dividends (any such offer being called a “Scrip Dividend Offer”);
	and the Board shall apply such sum on their behalf either in or towards paying up any amounts, if any, for the time being unpaid on any shares held by such holders respectively or in paying up in full at par unissued shares or debentures of the Company to be allotted credited as fully paid up to such holders (where Article 146.1 applies, in the proportion aforesaid), or partly in the one way and partly in the other.
147.	Authority required

147.1 The authority of the Company in general meeting shall be required for the Board to implement any Scrip Dividend Offer (which authority may extend to one or more offers) and may be given at any time, whether before or after the making or any acceptance of the Scrip Dividend Offer.

147.2 The authority of the Company in general meeting shall be required for any capitalisation pursuant to Article 146.1 above.

147.3	A share premium account and a capital redemption reserve and any other amounts which arc not available for distribution (and, in the case of a Scrip Dividend Offer, any other reserve and the profit and loss account) may, for the purposes of Article 146, only be applied in the paying up of unissued shares to be allotted to holders of shares of the Company credited as fully paid (and, in the case of any Scrip Dividend Offer, such shares shall be allotted in accordance with the terms of such Offer).
148.	Provision for fractions etc
	Whenever a capitalisation requires to be effected, the Board may do all acts and things which they may consider necessary or expedient to give effect thereto, with full power to the Board to make such provision as they think fit for the case of shares or debentures becoming distributable in fractions (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned) and also to authorise any person to enter on behalf of all Members concerned into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

ACCOUNTS

149.	Accounting records to be kept
	The Board shall cause accounting records to be kept in accordance with the Statutes.

150.	Location of accounting records
	The accounting records shall be kept at the Office or, subject to the Statutes, at such other place or places as the Board may think fit and shall always be open to the inspection of the Directors and other officers of the Company. No Members (other than a Director or other officer) shall have any right of inspecting any account or book or document of the Company

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	except as conferred by law or ordered by a court of competent jurisdiction authorised by the Board.
151.	Power to extend inspection to Members
	The Board shall from time to time, in accordance with the Statutes, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in the Statutes.
152.	Inspection of accounting records
	A printed copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting and of the Directors’ and Auditors’ reports shall (in accordance with and subject as provided by the Statutes) not less than twenty-one days before the date of the meeting be sent to every Member (whether or not he is entitled to receive notices of general meetings of the Company) and to every holder of debentures of the Company (whether or not he is so entitled) and to every other person who is entitled to receive notices of general meetings of the Company under these Articles or the Statutes, provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures and provided further that a summary financial statement may be sent to Members instead of such balance sheet, profit and loss account, annexures and reports insofar as permitted under the Statutes.

AUDIT

153.

Appointment of Auditors

Auditors shall be appointed and their duties regulated in accordance with the Statutes. Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

COMMUNICATIONS WITH MEMBERS

154. Service of notice

154.1 The Company may, subject to and in accordance with the Companies Acts and these Articles, send or supply all types of notices, documents or information to Members by electronic means and/or by making such notices, documents or information available on a website.

154.2 The Company Communications Provisions have effect for the purposes of any provision of the Companies Acts or these Articles that authorises or requires notices, documents or information to be sent or supplied by or to the Company.

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154.3 The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document or information relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.

154.4 Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.

154.5 Any notice, document or information which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices may, subject to the Statutes, be disregarded.

154.6 The provisions of this Article and Article 157 shall have effect, subject to any mandatory provision of the Statutes, in place of the Company Communications Provisions relating to (i) deemed delivery of notices, documents or information and (ii) joint holders of shares.

155.	Members resident abroad
	Subject to the Statutes, the Company shall not be required to send notice of any general meeting to a member who (having no registered address within the United Kingdom) has not supplied to the Company a postal address within the United Kingdom for the service of notices.
156.	Curtailment of postal service
	If at any time by reason of the suspension or any curtailment of postal services in the United Kingdom the Company is unable to give notice by post in hard copy form of a general meeting, such notice shall be deemed to have been given to all Members entitled to receive such notice in hard copy form if such notice is advertised on the same date in at least two daily newspapers with appropriate circulation and such notice shall be deemed to have been given at noon on the day when the advertisement appears. In any such case, the Company shall (i) make such notice available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof; and (ii) send confirmatory copies of the notice by post to such Members if at least seven days prior to the date of the meeting the posting of notices to addresses again becomes practicable.
157.	Notice deemed served

157.1 Any notice, document or information (including a share certificate) which is sent or supplied by the Company in hard copy form, or in electronic form but to be delivered other than by electronic means and/or by means of a website, and which is sent by pre-paid post and properly addressed shall be deemed to have been received by the intended recipient at the expiration of 24 hours (or, where second class mail is employed, 72 hours) after the time it

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was posted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed, pre-paid and posted.

157.2 Any notice, document or information which is sent or supplied by the Company by electronic means shall be deemed to have been received by the intended recipient at 2:00 p.m. (London time) on the day following that on which it was transmitted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.

157.3	Any notice, document or information which is sent or supplied by the Company by means of a website shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
158.	Service of notice on persons entitled by transmission

158.1	A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:
	(a) such evidence as the Directors may reasonably require to show his title to the share; and
	(b) an address at which notices may be sent or supplied to such person,
	whereupon he shall be entitled to have sent or supplied to him at such address any notice, document or information to which the said member would have been entitled. Any notice, document or information so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested (whether jointly with or as claiming through or under him) in the share.

158.2 Save as provided by paragraph 158.1, any notice, document or information sent or supplied to the address of any member in pursuance of these Articles shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder.

158.3	The provisions of this Article shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a holder of shares in the Company..
159.	Persons entitled to receive notice
	Subject to the Statutes and to such restrictions affecting the right to receive notice as are for the time being applicable to the holders of any class of shares, notice of every general meeting shall be given in any manner hereinbefore authorised to:

159.1	every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;
159.2	the Auditor for the time being of the Company;

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159.3	the Directors and (if any) alternate Directors.
	The Company shall not be required to send notice of any general meeting to any other person.
160.	Electronic Communication [Deleted 23 May 2007]
161.	Signature or authentication of documents sent by electronic means
161.1	Where these Articles require a notice, or other document to be signed or authenticated by a Member or other person then, any notice or other document sent or supplied in electronic form is sufficiently authenticated in any manner authorised by the Company Communications Provisions or in such other manner approved by the Directors. The Directors may designate mechanisms for validating any such notice or other document, and any such notice or other document not so validated by use of such mechanisms shall be deemed not to have been received by the Company.

WINDING-UP

162.

Distribution of assets

If the Company shall be wound up the Liquidator may, with the sanction of an extraordinary resolution of the contributories, divide among the contributories in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and for such purpose may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the contributories or different classes of contributories and, may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator, with the like sanction shall think fit.

INDEMNITY

163.

Indemnity of Auditors

Subject to the provisions of the Statutes but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Auditor of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses or liabilities incurred by him in or about the execution of the duties of his office or otherwise in relation thereto, including a liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief is granted to him by the Court and the Company may purchase and maintain for any such Auditor insurance against any such costs, charges, expenses, losses or liabilities including any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company.

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164. Indemnity of Directors and Officers

164.1 Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes, every Director and Officer of the Company shall be indemnified by the Company out of its own funds against (a) any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company other than (i) any liability to the Company or any associated company (as defined in Section 309A(6) of the Companies Act 1985) and (ii) any liability of the kind referred to in Sections 309B(3) or (4) of the Companies Act 1985; and (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office. Where such Director or Officer is indemnified against any liability in accordance with this paragraph 162.1, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.

164.2 Subject to the provisions of and so far as may be permitted by the Statutes, the Company (i) shall provide a Director or Officer with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with any application under the provisions mentioned in Section 337A(2) of the Companies Act 1985 and (ii) may do anything to enable a Director or Officer to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of the Companies Act 1985 shall apply to any such provision of funds or other things done.

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EX-31.1

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 report of INVESCO PLC;
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 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.

November 9, 2007	/s/ MARTIN L. FLANAGAN
	Martin L. Flanagan
	President and Chief Executive Officer

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EX-31.2

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 report of INVESCO PLC;
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 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.

November 9, 2007	/s/ LOREN M. STARR
	Loren M. Starr
	Senior Managing Director and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION OF MARTIN L. FLANAGAN
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with INVESCO PLC’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2007 (the “Report”), I, Martin L. Flanagan, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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.

Date: November 9, 2007	/s/ MARTIN L. FLANAGAN
	Martin L. Flanagan
	President and Chief Executive Officer

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EX-32.2

EXHIBIT 32.2

CERTIFICATION OF LOREN M. STARR
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with INVESCO PLC’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2007 (the “Report”), I, Loren M. Starr, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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.

Date: November 9, 2007	/s/ LOREN M. STARR
	Loren M. Starr
	Senior Managing Director and Chief Financial Officer

42