Invesco Markets III plc (an umbrella investment company with variable capital and segregated liability between its funds incorporated with limited liability in Ireland under registration number 352941) ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS For the financial year ended 30 September 2018 1 Invesco Markets III plc Table of Contents Pages General Information 4-5 Investment Policy and Description of the Fund 6-7 Investment Manager’s Report 8-12 Directors’ Report 13-27 Audit Committee Report 28 Report of the Depositary to the Shareholders 29 Independent Auditors’ Report to the Shareholders 30-34 Schedule of Investments 35-124 Statement of Financial Position as at 30 September 2018 125-128 Statement of Financial Position as at 30 September 2017 129-133 Statement of Comprehensive Income for financial year ended 30 September 2018 134-137 Statement of Comprehensive Income for financial year ended 30 September 2017 138-142 Statement of Changes in Net Assets Attributable to Holders of Redeemable Participating Shares for financial year ended 30 September 2018 143-146 Statement of Changes in Net Assets Attributable to Holders of Redeemable Participating Shares for financial year ended 30 September 2017 147-151 Notes to the Financial Statements 152-184 US Equity ETFs Invesco EQQQ NASDAQ-100 UCITS ETF Schedule of Investments 35 Statement of Changes in Composition of the Portfolio 185 Invesco FTSE RAFI US 1000 UCITS ETF Schedule of Investments 38 Statement of Changes in Composition of the Portfolio 186 Invesco Dynamic US Market UCITS ETF Schedule of Investments 54 Statement of Changes in Composition of the Portfolio 187 Invesco S&P 500 High Dividend Low Volatility UCITS ETF Schedule of Investments 56 Statement of Changes in Composition of the Portfolio 188 F Invesco S&P 500 VEQTOR UCITS ETF Schedule of Investments 58 Statement of Changes in Composition of the Portfolio 189 Invesco S&P 500 QVM UCITS ETF Schedule of Investments 67 Statement of Changes in Composition of the Portfolio 190 Intelligent Access ETFs Invesco Global Buyback Achievers UCITS ETF Schedule of Investments 69 Statement of Changes in Composition of the Portfolio 191 Global ETFs Invesco FTSE RAFI Europe Mid-Small UCITS ETF Schedule of Investments 72 Statement of Changes in Composition of the Portfolio 192 Invesco FTSE RAFI All-World 3000 UCITS ETF Schedule of Investments 81 Statement of Changes in Composition of the Portfolio 193 2 Invesco Markets III plc Table of Contents (continued) Global ETFs (continued) Invesco FTSE RAFI Emerging Markets UCITS ETF Schedule of Investments 99 Statement of Changes in Composition of the Portfolio 194 Invesco FTSE RAFI Europe UCITS ETF Schedule of Investments 105 Statement of Changes in Composition of the Portfolio 195 Invesco EURO STOXX High Dividend Low Volatility UCITS ETF Schedule of Investments 113 Statement of Changes in Composition of the Portfolio 196 Invesco FTSE Emerging Markets High Dividend Low Volatility UCITS ETF Schedule of Investments 115 Statement of Changes in Composition of the Portfolio 197 Invesco FTSE UK High Dividend Low Volatility UCITS ETF Schedule of Investments 118 Statement of Changes in Composition of the Portfolio 198 Country Specified ETFs Invesco FTSE RAFI UK 100 UCITS ETF Schedule of Investments 119 Statement of Changes in Composition of the Portfolio 199 Fixed Income ETFs Invesco EuroMTS Cash 3 Months UCITS ETF Schedule of Investments 121 Statement of Changes in Composition of the Portfolio 200 Invesco US High Yield Fallen Angels UCITS ETF Schedule of Investments 122 Statement of Changes in Composition of the Portfolio 201 Additional Information (Unaudited) Remuneration Policy 202 PEA Eligibility (Plan d'Epargne en Actions) 202 Securities Financing Transactions Regulation 202 UK Reporting 203 3 Invesco Markets III plc General Information Invesco Markets III plc (the “Company”) was incorporated on 5 February 2002 and is established as an open-ended investment company with variable capital (“OEIC”) under the laws of Ireland as a public limited company pursuant to the Companies Act 2014, the Companies (Accounting) Act 2017, registration number 352941 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2015 (as amended). As at 30 September 2018, seventeen active funds of the Company had been established (each a “Fund” and together the “Funds”). The list of current Funds is as follows; US Equity ETFs Invesco EQQQ NASDAQ-100 UCITS ETF Invesco FTSE RAFI US 1000 UCITS ETF Invesco Dynamic US Market UCITS ETF Invesco S&P 500 High Dividend Low Volatility UCITS ETF Invesco S&P 500 VEQTOR UCITS ETF Invesco S&P 500 QVM UCITS ETF Intelligent Access ETFs Invesco Global Buyback Achievers UCITS ETF Global ETFs Invesco FTSE RAFI Europe Mid-Small UCITS ETF Invesco FTSE RAFI All-World 3000 UCITS ETF Invesco FTSE RAFI Emerging Markets UCITS ETF Invesco FTSE RAFI Europe UCITS ETF Invesco EURO STOXX High Dividend Low Volatility UCITS ETF Invesco FTSE Emerging Markets High Dividend Low Volatility UCITS ETF Invesco FTSE UK High Dividend Low Volatility UCITS ETF Country Specified ETFs Invesco FTSE RAFI UK 100 UCITS ETF Fixed Income ETFs Invesco EuroMTS Cash 3 Months UCITS ETF Invesco US High Yield Fallen Angels UCITS ETF Effective 25 May 2018 the Fund’s changed name. Refer to pages 6 and 7 for more detail. 4 Invesco Markets III plc General Information (continued) Board of Directors: Registered Office: Adrian Waters (Irish)*(resigned on 22 March 2018) Central Quay Cormac O’Sullivan (Irish)** Riverside IV Leslie Schmidt (American)** (resigned on 6 December 2017) Sir John Rogerson’s Quay William Manahan (Irish)*(resigned on 22 March 2018) Dublin 2 Bernhard Langer (German)** Ireland Graeme Proudfoot (British)** Brian Collins (Irish)* (appointed on 3 May 2018) (resigned on 4 December 2018) Feargal Dempsey (Irish)* (appointed on 2 May 2018) Anne-Marie King (Irish)**(appointed on 27 September 2018) Manager: Gary Buxton (British)** (appointed on 15 November 2018) Invesco Global Asset Management DAC*** Barry McGrath (Irish)* (appointed on 19 November 2018) Central Quay * Independent Non-Executive Director Riverside IV ** Non-Executive Director Sir John Rogerson’s Quay Dublin 2 Ireland Investment Manager: Invesco PowerShares Capital Management LLC Administrator, Registrar and Transfer Agent: 3500 Lacey Road BNY Mellon Fund Services (Ireland) Designated Activity Company Suite 700 Downers Grove One Dockland Central Illinois 60515 Guild Street United States International Financial Services Centre Dublin 1 Auditors and Reporting Accountant: Ireland PricewaterhouseCoopers One Spencer Dock Depositary: North Wall Quay BNY Mellon Trust Company (Ireland) Limited Dublin 1 One Dockland Central Ireland Guild Street International Financial Services Centre Dublin 1 Secretary: Ireland Invesco Asset Management Limited**** Perpetual Park Sub - Custodian: Perpetual Park Drive The Bank of New York Mellon Henley-on-Thames 240 Greenwich Street Oxfordshire RG9 1HH New York, NY 10286 United Kingdom United States Legal Advisers to the Company: Computershare Sub - Transfer Agent: Arthur Cox Computershare Investor Services (Ireland) Limited Earlesfort Centre Heron House Earlsfort Terrace Corrig Road Dublin 2 Sandyford Industrial Estate Ireland Dublin 18 Ireland *** Effective 28 January 2019 the Management Company changed to Invesco Investment Management Limited. **** Effective 4 December 2018 the Secretary changed to MFD Secretaries Limited. 5 Invesco Markets III plc Investment Policy and Description of the Fund Investment Strategy for the Financial Year Invesco EQQQ NASDAQ-100 UCITS ETF The investment objective of the Fund is to provide investors with investment results which, before expenses, generally correspond to the price and yield performance of the NASDAQ-100 Notional Index (Net Total Return) (the “Index”) in US Dollar terms. The Investment Manager uses the full physical replication method of the ‘index tracking’ strategy whereby the Fund will so far as possible and practicable hold all of the components of the Index in their respective weightings subject to the investment restrictions as disclosed in the Fund’s Prospectus. PowerShares EQQQ NASDAQ-100 UCITS ETF changed its name to Invesco EQQQ NASDAQ-100 UCITS ETF on 25 May 2018. Invesco FTSE RAFI US 1000 UCITS ETF The investment objective of the Fund is to provide investors with investment results which, before expenses, correspond to the price and yield performance of the FTSE RAFI US 1000 Index (Net Total Return) (the “Index”) in US Dollar terms. The Investment Manager uses the full physical replication method of the ‘index-tracking’ strategy whereby the Fund will so far as possible and practicable hold all of the components of the Index in their respective weightings subject to the investment restrictions as disclosed in the Fund’s Prospectus. PowerShares FTSE RAFI US 1000 UCITS ETF changed its name to Invesco FTSE RAFI US 1000 UCITS ETF on 25 May 2018. Invesco Dynamic US Market UCITS ETF The investment objective of the Fund is to provide investors with investment results which, before expenses, correspond to the price and yield performance of the Dynamic Market Intellidex Index (Net Total Return) (the “Index”) in US Dollar terms. The Investment Manager uses the full physical replication method of the ‘index-tracking’ strategy whereby the Fund will so far as possible and practicable hold all of the components of the Index in their respective weightings subject to the investment restrictions as disclosed in the Fund’s Prospectus. PowerShares Dynamic US Market UCITS ETF changed its name to Invesco Dynamic US Market UCITS ETF on 25 May 2018. Invesco S&P 500 High Dividend Low Volatility UCITS ETF The investment objective of the Fund is to generate income, together with capital growth which, before expenses, would correspond to, or track, the return on the S&P 500 Low Volatility High Dividend Index (Net Total Return) (the “Index”) in US Dollar terms. The Investment Manager uses a full physical replication method of the ‘index-tracking’ strategy whereby the Fund will, so far as possible and practicable hold all the components of the Index in their respective weightings subject to the investment restrictions as disclosed in the Fund’s Prospectus.