AMP LIMITED — AGM Information 2009

Apr 30, 2009

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ASX Announcement
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1 May 2009

Manager Company Announcements Office Australian Stock Exchange Level 4, 20 Bridge Street Sydney NSW 2000

Manager Market Information Services Section New Zealand Stock Exchange Level 2, NZX Centre, 11 Cable Street Wellington New Zealand

Announcement No: 30/09

Part One: ASX announcement – Dr Nora Scheinkestel to stand for re-election Part Two: Dr Nora Scheinkestel biography Part Three: Chairman’s email to shareholders Part Four: Replacement Proxy Form

ABN 49 079 354 519

AMP Limited (AMP) ASX Announcement AMP Limited Level 24, 33 Alfred Street Sydney NSW 2000 Australia

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ASX Announcement
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Part One

Dr Nora Scheinkestel to stand for re-election

AMP Limited today announced Dr Nora Scheinkestel will stand for re-election as nonexecutive director at the Annual General Meeting on 14 May 2009. This fulfils AMP’s constitutional requirements for one third of directors to retire at each Annual General Meeting.

Dr Scheinkestel’s nomination for re-election will be put to shareholders at the Annual General Meeting.

A new proxy form is now available which includes the re-election of Dr Scheinkestel. Shareholders can vote through amp.com.au/shareholdercentre or by contacting Computershare in Australia on 1300 654 442 or in New Zealand on 0800 448 062.

By completing the new proxy form shareholders will replace any votes they had previously lodged. If a shareholder decides not to complete the new proxy form their existing votes will stand.

Media enquiries

Investor enquiries

Jane Anderson Howard Marks AMP Public Affairs AMP Investor Relations P: + 61 2 9257 9870 P: + 61 2 9257 7109 M: + 61 402 967 791 M: + 61 402 438 019

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Part Two

Dr Nora Scheinkestel biography

Nora was appointed to the AMP Limited Board in September 2003. She is chairman of the Nomination Committee, a member of the Audit Committee and a director of AMP Bank Limited. She has been a director of AMP Capital Investors Limited since February 2004 and chairs its Audit Committee.

Experience

Nora was formerly a senior banking executive in international and project financing. She held positions with CRA Limited, Macquarie Bank, Chase AMP and Deutsche Bank where, as head of the Project Finance Unit, she was responsible for the development and financing of major projects in Australasia and South East Asia. Nora's current consulting practice assists government, corporate and institutional clients in areas such as corporate governance and project and structured finance. Nora is an experienced company director having served as chairman and non-executive director of companies in a wide range of industry sectors and in the public, government and private spheres. Previous directorships, in addition to those listed below, include North Limited, I00F Funds Management, Medical Benefits Fund of Australia Limited and chairman and director of various energy and water utilities. Nora is also an Associate Professor at the Melbourne Business School at Melbourne University. In 2003, she was awarded a Centenary Medal for services to Australian society in business leadership

Directorships of listed companies held in past three years

Nora has been a director of PaperlinX since 2000 and of Orica Limited since August 2006. Nora was a director of Newcrest Mining (2000-2007), Mayne Group Limited (2005) and of Mayne Pharma Limited (2005-2007).

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Part Three

Amendment to the AMP Annual General Meeting items of business

Dear Shareholder,

There have been some changes to the items of business to be addressed at the AMP Annual General Meeting (AGM), which will be held in Sydney on 14 May 2009. As you may be aware, Meredith Hellicar has resigned from the AMP Limited Board and David Clarke has indicated he will retire at the AGM.

As a result, Dr Nora Scheinkestel will stand for re-election as non-executive director to fulfil AMP’s constitutional requirements.

We appreciate this is late notice of the new item. AMP is making the best possible endeavours to provide all shareholders with the opportunity to vote on this additional resolution.

A new proxy form is now available which includes the re-election of Dr Nora Scheinkestel. By completing the new proxy form you will replace any votes you had previously lodged. If you decide not to complete the new proxy form your existing votes will stand.

Click on your personalised link below to access your new proxy form. Please enter your postcode (Australian residents only) or country to access the voting form. You can view Dr Scheinkestel’s biography on the voting site.

Yours sincerely

Peter Mason Chairman

Questions

If you have any questions please contact the AMP Share Registry on 1300 654 442 (Australia), 0800 448 062 (New Zealand) or +613 9415 4051 (other countries). You can also email us at ampservices@computershare.com.au

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000001000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Lodge your vote online at www.investorvote.com.au

Control Number:

SAMPLE ESTATE SAMPLEVILLE VIC 3030 Replacement proxy form To complete the replacement proxy form, please read the instructions on the back of this form and the accompanying documents for details of each item You are being given this replacement proxy form as a consequence of the need for a further item of business at the 2009 AMP Limited, being the re-election of Dr Nora Scheinkestel as a Director (new item 3 (d)). This replacement proxy form will allow you to direct your proxy how to vote on item 3 (d). If you have already completed and lodged the proxy form sent to you previously, you do not need to complete this replacement proxy form and your previous proxy form will be treated as an undirected proxy on item 3(d). If you appointed the Chairman as your proxy, the Chairman 3(d). If you appointed the Chairman as your proxy, the Chairman (d). If you appointed the Chairman as your proxy, the Chairman will cast your votes in favour of item 3(d).3(d).(d). By completing and lodging this replacement proxy form, you are revoking your previous proxy form and replacing it with this form. . Registered name and address Daytime contact details Please write your daytime phone number in case we need to contact you. Check that your details above are correct If you wish to tell us of any changes, mark them on ( ) this form as necessary and mark this box with an ‘X’. . Appointment of proxy I/We being a member/s of AMP Limited hereby appoint: the Chairman of the Meeting OR if you are not appointing the Chairman of the Meeting as your proxy, write the full name of the (mark this box with an ‘X’); individual or body corporate (excluding the registered shareholder) you are appointing as your proxy; failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the Annual General Meeting of AMP Limited to be held at the City Recital Hall at Angel Place, Sydney, Australia at 10:0010:00am (AEST) on 14 May 2009 and at any adjournment of that Meeting. May 2009 and at any adjournment of that Meeting.2009 and at any adjournment of that Meeting. and at any adjournment of that Meeting. . Voting directions to your proxy Your proxy may decide how to vote on any motion at the Meeting, except where specifically directed below. For each item of business, please mark ‘X’ in one box only to indicate your voting direction. The Chairman intends to vote undirected proxies in favour of each of the items of business. Note on Item 2 – Approval of Issue of Equity Securities Please refer to the Notice of Meeting for details on voting restrictions for Item 2. If you are a fiduciary, nominee or custodian who is subject to these 2. If you are a fiduciary, nominee or custodian who is subject to these . If you are a fiduciary, nominee or custodian who is subject to these voting restrictions, and you are directing your proxy to vote in relation to Item 2, then by signing and returning this proxy form you are representing 2, then by signing and returning this proxy form you are representing , then by signing and returning this proxy form you are representing and confirming to AMP that you have complied with the conditions of the ASX waiver referred to in the Notice of Meeting. For Against Abstain* For 2 Item 4 Approval of Issue of Equity Securities Remuneration Report 3( a ) WITHDRAWN Item 5 Re-election of Director, Mr David Clarke Approval of Managing Director’s 3( b ) Long-Term Incentive Re-election of Director, Mr Richard Grellman 3 (c) WITHDRAWN Re-election of Director, Ms Meredith Hellicar

Replacement proxy form

To complete the replacement proxy form, please read the instructions on the back of this form and the accompanying documents for details of each item of business. You are being given this replacement proxy form as a consequence of the need for a further item of business at the 2009 Annual General Meeting of AMP Limited, being the re-election of Dr Nora Scheinkestel as a Director (new item 3 (d)). This replacement proxy form will allow you to direct your proxy how to vote on item 3 (d). If you have already completed and lodged the proxy form sent to you previously, you do not need to complete this replacement proxy form and your previous proxy form will be treated as an undirected proxy on item 3(d). If you appointed the Chairman as your proxy, the Chairman 3(d). If you appointed the Chairman as your proxy, the Chairman (d). If you appointed the Chairman as your proxy, the Chairman will cast your votes in favour of item 3(d).3(d).(d).

By completing and lodging this replacement proxy form, you are revoking your previous proxy form and replacing it with this form.

1 . Registered name and address Daytime contact details Please write your daytime phone number in case we need to contact you. Check that your details above are correct If you wish to tell us of any changes, mark them on ( ) this form as necessary and mark this box with an ‘X’. 2 . Appointment of proxy I/We being a member/s of AMP Limited hereby appoint: the Chairman of the Meeting OR if you are not appointing the Chairman of the Meeting as your proxy, write the full name of the (mark this box with an ‘X’); individual or body corporate (excluding the registered shareholder) you are appointing as your proxy; OR, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the Annual General Meeting of AMP Limited to be held at the City Recital Hall at Angel Place, Sydney, Australia at 10:0010:00am (AEST) on Thursday 14 May 2009 and at any adjournment of that Meeting. May 2009 and at any adjournment of that Meeting.2009 and at any adjournment of that Meeting. and at any adjournment of that Meeting. 3 . Voting directions to your proxy Your proxy may decide how to vote on any motion at the Meeting, except where specifically directed below. For each item of business, please mark ‘X’ in one box only to indicate your voting direction. The Chairman intends to vote undirected proxies in favour of each of the items of business. Note on Item 2 – Approval of Issue of Equity Securities Please refer to the Notice of Meeting for details on voting restrictions for Item 2. If you are a fiduciary, nominee or custodian who is subject to these 2. If you are a fiduciary, nominee or custodian who is subject to these . If you are a fiduciary, nominee or custodian who is subject to these voting restrictions, and you are directing your proxy to vote in relation to Item 2, then by signing and returning this proxy form you are representing 2, then by signing and returning this proxy form you are representing , then by signing and returning this proxy form you are representing and confirming to AMP that you have complied with the conditions of the ASX waiver referred to in the Notice of Meeting.

2 . Appointment of proxy I/We being a member/s of AMP Limited hereby appoint:

For Against Abstain For Against Abstain Item 2 Item 4 Approval of Issue of Equity Securities Remuneration Report Item 3( a ) WITHDRAWN Item 5 Re-election of Director, Mr David Clarke Approval of Managing Director’s Item 3( b ) Long-Term Incentive Re-election of Director, Mr Richard Grellman Item 3 (c) WITHDRAWN Re-election of Director, Ms Meredith Hellicar Item 3 (d) New Item of business Re-election of Director, Dr Nora Scheinkestel

Re-election of Director, Dr Nora Scheinkestel

The Chairman intends to vote undirected proxies in favour of each of the items of business.

*If you mark the ABSTAIN box, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority on a poll.

4 . Signature of shareholder(s) Individual or first shareholder Shareholder 2 Shareholder 3 Sole director and sole company secretary Director Director/company secretary

AMP Limited ABN 49 079 354 519

S Y D 0 0 1

A M P

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Instructions for completion of replacement proxy form

1 . Name and address

This is your name and address as it appears on the AMP Limited share register. If this information is incorrect, please make the correction over the page and mark the box with an ‘X’. Shareholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘X’) should advise their broker of any changes. You cannot change the ownership of shares using this form.

2 . Appointment of proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box with an ‘X’. If you wish to appoint an individual other than the Chairman of the Meeting or a body corporate as your proxy, insert the full name of the individual or body corporate in the space provided. If you leave this section blank or your named proxy is unable to attend the Meeting, the Chairman of the Meeting will be your proxy. Your proxy does not need to be a shareholder of AMP Limited.

Appointment of second proxy (optional)

To appoint a second proxy please copy this form (or obtain another copy by phoning the AMP Securities Registry) and then: on each of the first proxy form and the second proxy form, state the number of shares or the percentage of your voting rights applicable to that proxy form. If the appointments do not state the number or percentage of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and return both forms in the same envelope. If you have previously completed and lodged proxy forms appointing two proxies, please either replace both of the appointments using two copies of this form or indicate, on the front of this form, which proxy form is being replaced. . Directions to proxy You may direct your proxy how to vote on a given item of business by placing an ‘X’ in one of the three boxes opposite that item. Your proxy may decide whether to vote on any motion, except where your proxy is required by law or the Constitution to vote or abstain in their capacity as proxy. If your proxy votes on an item (as your proxy), all of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box(es). If you do not mark any of the boxes on a given item, your proxy may decide how to vote on that item. If you place an ‘X’ in more than one box on an item, your vote on that item will be invalid. . Signature(s) You must sign this form as follows in the spaces provided: Individual : where the shareholding is in one name, then that person must sign. Joint Holding : where the shareholding is in more than one name, all shareholders should sign. Power of Attorney : to sign under a Power of Attorney, you must have already lodged this document with the AMP Share Registry. otherwise, you must attach a certified copy of it when you return this form. Companies : If the shareholder executing the proxy form is a company, then it must execute the proxy form in one of the following ways: by having two directors or a director and a secretary of the company sign the proxy form; if the company is a proprietary company with one director who is also the secretary of the company (or the company does not have a secretary), by having that director sign it in the ‘Individual or first shareholder’ box; by having a duly authorised officer or attorney sign the proxy form (in which case the shareholder must send with the proxy form the original, or a certified copy, of the document authorising the attorney or representative); or if the company has a common seal, by affixing the common seal in accordance with the company’s constitution together with the required signatures. Please sign in the boxes which state the office held by the signatory, i.e. Director and Director, or Company Secretary and Director, or Sole Director and Sole Company Secretary. If a representative of a corporate shareholder or proxy is to attend the Meeting, the appropriate ‘Certificate of Appointment of Corporate Representative’ should be produced prior to admission. A form of the certificate may be obtained from the AMP Share Registry. Lodgement of proxy This replacement proxy form (and any necessary supporting documents) must be received by AMP no later than 10.00am (AEST) on Tuesday 10.00am (AEST) on Tuesday am (AEST) on Tuesday May 2009. Any proxy form received after that time will be invalid for the scheduled meeting.2009. Any proxy form received after that time will be invalid for the scheduled meeting.. Any proxy form received after that time will be invalid for the scheduled meeting. Your proxy form may be lodged using the reply-paid envelope: AMP Share Registries By post , delivery or fax to the AMP Share Registry Australia: (see details opposite); or AMP Share Registry Phone 1300 654 442 By delivery to one of the following offices: Reply Paid 29802980 Fax 1300 301 721 AMP’s registered office, Level 24, 33 Alfred Street, 24, 33 Alfred Street, Alfred Street, MELBoURNE VIC 80608060 Sydney NSW 2000, Australia2000, Australia, Australia New Zealand: AMP Share Registry, Level 3, 60 Carrington Street, 3, 60 Carrington Street, Carrington Street, AMP Share Registry Phone 0800 448 062 2000, Australia, Australia Po Box 9154391543 Fax 09 488 8787

To appoint a second proxy please copy this form (or obtain another copy by phoning the AMP Securities Registry) and then: (a) on each of the first proxy form and the second proxy form, state the number of shares or the percentage of your voting rights applicable to that proxy form. If the appointments do not state the number or percentage of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms in the same envelope.

If you have previously completed and lodged proxy forms appointing two proxies, please either replace both of the appointments using two copies of this form or indicate, on the front of this form, which proxy form is being replaced.

3 . Directions to proxy

You may direct your proxy how to vote on a given item of business by placing an ‘X’ in one of the three boxes opposite that item. Your proxy may decide whether to vote on any motion, except where your proxy is required by law or the Constitution to vote or abstain in their capacity as proxy. If your proxy votes on an item (as your proxy), all of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box(es). If you do not mark any of the boxes on a given item, your proxy may decide how to vote on that item. If you place an ‘X’ in more than one box on an item, your vote on that item will be invalid.

4 . Signature(s)

You must sign this form as follows in the spaces provided: Individual : where the shareholding is in one name, then that person must sign. Joint Holding : where the shareholding is in more than one name, all shareholders should sign. Power of Attorney : to sign under a Power of Attorney, you must have already lodged this document with the AMP Share Registry. otherwise, you must attach a certified copy of it when you return this form. Companies : If the shareholder executing the proxy form is a company, then it must execute the proxy form in one of the following ways: (a) by having two directors or a director and a secretary of the company sign the proxy form; (b) if the company is a proprietary company with one director who is also the secretary of the company (or the company does not have a secretary), by having that director sign it in the ‘Individual or first shareholder’ box; (c) by having a duly authorised officer or attorney sign the proxy form (in which case the shareholder must send with the proxy form the original, or a certified copy, of the document authorising the attorney or representative); or (d) if the company has a common seal, by affixing the common seal in accordance with the company’s constitution together with the required signatures. Please sign in the boxes which state the office held by the signatory, i.e. Director and Director, or Company Secretary and Director, or Sole Director and Sole Company Secretary. If a representative of a corporate shareholder or proxy is to attend the Meeting, the appropriate ‘Certificate of Appointment of Corporate Representative’ should be produced prior to admission. A form of the certificate may be obtained from the AMP Share Registry. Lodgement of proxy This replacement proxy form (and any necessary supporting documents) must be received by AMP no later than 10.00am (AEST) on Tuesday 10.00am (AEST) on Tuesday am (AEST) on Tuesday 12 May 2009. Any proxy form received after that time will be invalid for the scheduled meeting.2009. Any proxy form received after that time will be invalid for the scheduled meeting.. Any proxy form received after that time will be invalid for the scheduled meeting. Your proxy form may be lodged using the reply-paid envelope: AMP Share Registries By post , delivery or fax to the AMP Share Registry Australia: (see details opposite); or AMP Share Registry Phone 1300 654 442 By delivery to one of the following offices: Reply Paid 29802980 Fax 1300 301 721 AMP’s registered office, Level 24, 33 Alfred Street, 24, 33 Alfred Street, Alfred Street, MELBoURNE VIC 80608060 Sydney NSW 2000, Australia2000, Australia, Australia New Zealand: AMP Share Registry, Level 3, 60 Carrington Street, 3, 60 Carrington Street, Carrington Street, AMP Share Registry Phone 0800 448 062 Sydney NSW 2000, Australia, Australia Po Box 9154391543 Fax 09 488 8787 AMP Share Registry, Level 2, 159 Hurstmere Road, Victoria Street West Takapuna, North Shore City, New Zealand AUCKLAND 1142

AMP Share Registries Australia: AMP Share Registry Phone1300 654 442 Reply Paid2980 Fax 1300 301 721 MELBoURNE VIC8060 New Zealand: AMP Share Registry Phone0800 448 062 Po Box91543 Fax 09 488 8787
Victoria Street West AUCKLAND1142
other countries: AMP Share Registry Phone +613 9415 4051 GPo Box2980 Fax +613 9473 2555 MELBoURNE VIC3001 AUSTRALIA
Internet: www.amp.com.au/shareholdercentre
Voting website: www.investorvote.com.au

Online : Proxies can also be lodged online via the AMP Share Registry’s voting facility at www.investorvote.com.au. To use this facility you will need to enter the Control Number shown at the top left hand corner of your proxy form. You will then be asked to enter your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode, as shown on your proxy form. You will be taken to have signed your proxy appointment if you lodge it in accordance with the instructions on the website.

AMP Limited ABN 49 079 354 519

NS1467 03/09

025542 - V2