Invesco Euro CLO XII DAC: 29 June 2024

The assets securing the Notes will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Invesco CLO Equity Fund IV LP.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, an Unsecured Senior Bond, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Loan, or a High Yield Bond; it is not a Defaulted Obligation or a Credit Impaired Obligation; it is not a lease; it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a Zero Coupon Security; other than in the case of a Corporate Rescue Loan or an obligation which is Uptier Priming Debt, it has a S&P Rating of not lower than "CCC-" and a Fitch Rating of not lower than "CCC-"; it is not a debt obligation that pays scheduled interest less frequently than annually (other than, for the avoidance of doubt, PIK Securities); it is not a Project Finance Loan; if it is a Revolving Obligation or Delayed Drawdown Collateral Debt Obligation, it can only be drawn in Euro; it is not a Step-Down Coupon Security; it is not an Equity Security, including any obligation convertible into an Equity Security; it shall have been acquired by the Issuer for a purchase price of not less than 60.0% of the par value thereof, unless such obligation is a Swapped Non-Discount Obligation.

The Issuer anticipates that, by the Issue Date, it or the Collateral Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €375mln, which is approximately 93.75% of the Target Par Amount.

The Notes are being offered by the Issuer through Morgan Stanley & Co International plc in its capacity as Initial Purchaser of the offering of such Notes subject to prior sale.

EU Risk Retention: The Retention Holder (Invesco CLO Equity Fund IV LP) has agreed to retain a material net economic interest in the transaction by holding Subordinated Notes with an original Principal Amount Outstanding equal to no less than 5% of the Aggregate Collateral Balance.

US Risk Retention: Neither the Collateral Manager (Invesco CLO Equity Fund IV LP) nor any of its affiliates intends to purchase or retain any of the Notes for purposes of complying with the US Risk Retention Rules on or after the Issue Date.