AMP LIMITED — AGM Information 2010

May 12, 2010

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ASX Announcement
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13 May 2010

Manager Manager Company Announcements Office Market Information Services Section Australian Securities Exchange New Zealand Stock Exchange Level 4, 20 Bridge Street Level 2, NZX Centre, 11 Cable Street Sydney NSW 2000 Wellington New Zealand Announcement No: 18/2010

AMP Limited (ASX/NZX: AMP) (also for release to AMP Group Finance Services Limited (ASX: AQNHA & NZX: AQN010))

Part One: Annual General Meeting – Chairman’s Address to Shareholders Part Two: Annual General Meeting – CEO’s Address to Shareholders

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

ABN 49 079 354 519

ADDRESS BY AMP CHAIRMAN PETER MASON TO THE AMP ANNUAL GENERAL MEETING 13 MAY 2010

The past couple of years have been an astonishing time in our industry. The global financial crisis has disrupted the financial landscape, lent new power and authority to governments and regulators, and left many people concerned about their futures.

AMP, like Australia as a nation, has been well-placed to manage this crisis and quick to respond. There is no doubt that your company has entered this new decade with vigour and intensity, and a strong sense of purpose and competition. But given the turmoil in Europe, we can expect continuing, demanding challenges.

Global context

To understand the forces shaping AMP’s competitive environment, and why we are responding as we are, we need to take into account the global settings.

One of the most significant of these is the high levels of government debt in many western countries. Repaying that debt will constrain growth in those countries for some years to come. In some countries, that debt has reached such levels that there is concern about their ability to repay. This concern is fuelling the volatility we are seeing in share markets, and we expect this volatility to continue for some months yet.

A second major effect of the financial crisis is the new regulation that is being formulated by governments and regulators around the world. While well-intentioned, and necessary, new regulation almost always creates unintended consequences, and that is also unsettling markets around the world.

The Australian context

What does all this mean for us here in Australia? To a large extent, Australia has been able to avoid the very worst of the global financial crisis. There have been many causal factors for this: our trade links to the fast-growing Asian economies, our resource riches, a sound regulatory environment, a solid economy and a fast response to the crisis from the Government and key regulators.

But we weren’t immune. The Australian share market tumbled, in line with global share markets, credit markets became illiquid, companies failed, people lost their jobs and profits and dividends suffered. AMP was not immune to this buffeting. Discretionary superannuation investment contracted sharply and that impacted both our revenues and profit.

We moved quickly to contain the impact on our profits as much as we could, partly by tightening our belts and by doing more with less. This enabled us to reduce our costs by five per cent. As you know, we experienced a five per cent fall in underlying profit for the year to $772 million.

We also acted early and swiftly to strengthen our capital base and it’s pleasing to look back now and see that we took the right actions.

Your company ended 2009 with:

• $1.2 billion in surplus capital above minimum regulatory requirements

• $2.7 billion in total AMP shareholder equity, up $465 million on the previous year

• and, liquid resources of more than $600 million, with additional undrawn bank facilities of another $700 million.

Underlying profit is the earnings base from which dividends are determined, and the flow on effect of the fall in profit was that the 2009 total dividend of 30 cents per share was down on the previous year. However, we still paid out around 78 per cent of our underlying profit for the year in dividends, which is well within our policy range of 75 per cent to 85 per cent.

Share markets have recovered quite strongly from their lows last year. However, with the volatility we are still seeing in the markets, we expect it will take some time before investor confidence truly returns, and those discretionary investment flows regain momentum. This means that while the underlying fundamentals of our industry are sound, and the longer-term prospects are very attractive, the short-term outlook remains quite challenging.

AMP today – ready for the future

Where does all this leave AMP? Ready and well-prepared to deal realistically with the uncertain short term and the much more promising longer-term future of our industry.

One of the key issues I discussed with you at last year’s annual general meeting was our ambition to use our financial strength to make the most of both our short and long-term prospects. I am pleased to report that is what we are doing. AMP in 2010 is a strong, vigorous and more competitive organisation than it was even two years ago.

Over the past two years, while managing our capital and costs very tightly, we have also continued to invest in the business to prepare it for the new financial services world, with for example, significant investments in new technology for our investment business and our planners. Even more importantly, we have equipped AMP to better help our customers to cope with the changing world they face so they can secure their futures and own their tomorrows.

As a result, we have:

• a stronger capital position and balance sheet

• an energetic business, with new products, services and funds to offer more customers in more markets

• an expanding presence in Asia

• and an even stronger, more resonant brand.

Change factors

On top of the global regulatory reviews and changes that are currently in gestation, Australia has had its own, very specific reviews of our financial planning, tax and superannuation systems underway for the past 18 months.

The Government recently released the final outcomes of the Ripoll and Henry reviews, and I am very pleased to report that our determination to anticipate the changing expectations of the government and consumers means we believe we’re well prepared. Indeed, we are ahead of the changes announced in the Government’s Future of Financial Advice reforms.

From 1 July this year, we will have removed in-built commissions in our contemporary superannuation, pension and investment products – two years ahead of the deadline for the rest of the industry, and all the aligned planners in our networks will be working on a fee-for-service basis for that business. The transparency in the pricing of our products and advice will also help enhance our customers’ confidence in what we have to offer and how we can help them.

We are also very encouraged by the Government’s strong commitment to superannuation as the main form of retirement saving in Australia. The Government has determined to increase the superannuation guarantee from nine per cent to 12 per cent, and this will ensure all Australians have substantial retirement savings, at a time when developed nations around the world grapple with the challenges of supporting ageing populations.

As announced last November, AMP has already taken the initiative to increase superannuation contributions for our staff to 12 per cent by 2014 – five years ahead of the Government’s timeline.

The increased superannuation pool will ensure that our national savings pool grows, and the greater our long-term, national savings, the better Australia will be positioned to withstand economic hardship.

It is the strength of Australia’s superannuation industry that underwrote the equity recapitalisation of the Australian banking system, major property investors and other companies, when other means of financing were simply unavailable. Today, Australia has the world’s eighth largest capital market[1] and fourth largest national pool of funds under management[2] .

Given superannuation’s national importance, it is vital that our retirement savings system works efficiently and in the best interests of the community. This is the basis for the Government’s third major review, the Cooper review, which is currently underway. We believe we are well positioned for the changes it might bring because we offer superannuation plans suited to a broad range of consumer needs.

The second major change in our industry is driven by our clients and our customers. The financial crisis has left many people wary about complex financial products and uncertain who they can trust with their investments.

1 World Federation of Exchanges, March 2010 – rank by country.

2 2010 Investment Company Fact Book, Investment Company Institute, 2010.

We are moving to simplify the documents and products our planners provide to their customers to ensure they are easy to understand and evaluate, and transparently priced. We vehemently believe that strong competition and broad choice delivers better outcomes for our customers and for Australians generally.

A third driver of change is industry consolidation. There has been a marked increase in the amount of merger and acquisition (M&A) activity in financial services over the past 18 months or so. This is a direct consequence of both the financial crisis and the regulatory reviews of our industry.

The events of the past two years have also emphasised how fundamental the wealth management sector – our sector – is to the integrity of the financial services markets and the economic prosperity of Australia and New Zealand. This is why you see banks, for instance, moving quite aggressively into this part of the market. Banks are our biggest competitors.

As you know, AMP has also been active in the consolidation taking place in our industry. We have made a number of small acquisitions and established valuable alliances in Australia and Asia over the past 12 months.

In November last year we proposed a merger with Axa Asia Pacific, as a way of accelerating parts of our growth strategy, and delivering good value to both our shareholders and Axa’s. This proposal arose as a result of discussions with Axa SA, the French parent of Axa Asia Pacific, regarding the possibility of AMP acquiring Axa’s Australian and New Zealand businesses.

Much has changed since that time, with the National Australia Bank having put forward its proposal in December. What has not changed are the factors that made us interested in the Axa businesses in the first place. We strongly believe that a merger between AMP and Axa in Australia and New Zealand would create the strong, non-bank financial services competitor that consumers deserve. We were pleased that the Australian Competition and Consumer Commission agreed with that assessment last month.

We believe we can put forward a proposal that is financially disciplined and will create value for AMP shareholders, and which the independent directors of Axa Asia Pacific will be able to recommend to their minority shareholders.

M&A activity takes both patience and perseverance to ensure that real value is created for all shareholders. This is not something that we will rush.

We take a disciplined approach to M&A and have three clear criteria for this type of activity. A transaction must be:

• strategic

• economic

• and have an acceptable level of risk.

While they capture the headlines, mergers and acquisitions are only one part of the canvas of opportunities that we have to grow AMP strongly.

Summary

2009 was a tough year and 2010 is shaping up to be as challenging. AMP is well positioned to manage these short-term uncertainties and to pursue longer-term growth with energy and intensity. Constant change can be exhilarating, but it can also leave some people feeling anxious and fearful of the future.

Our job at AMP is to help people take control of their lives, to make the most of their futures – to own tomorrow. The more people we can help do that, the more value we will create for our shareholders.

[ends]

ADDRESS BY AMP CEO CRAIG DUNN TO THE ANNUAL GENERAL MEETING 13 MAY 2010

This morning I’m going to outline the approach we’ve been taking to position AMP for the future, against the back-drop of the global financial crisis and the significant regulatory change occurring in our industry.

When the global financial crisis first hit, we set out to achieve five things.

The first was to maintain and improve our financial strength. This was, in part, because of the “promise of security” that’s implicit in our brand, and on which we’re simply not prepared to compromise. Without the necessary financial strength, there’s little you can do to improve your business position.

Today, our balance sheet and capital strength are both greater than when we entered the financial crisis. We ended 2009 with $1.2 billion in capital above minimum regulatory requirements.

Cashflows from our customers also held up well last year, and during the first three months of this year when we attracted $236 million into AMP Financial Services. This is an increase of 12 per cent on 2009, and a very good outcome relative to our competitors.

Our second goal was to reduce our cost base. During tough periods, such as the one we’ve just experienced, it’s very difficult to grow and control revenues. We worked hard to reduce our costs, which we were able to do, notwithstanding our already industry leading cost ratios. This contributed to our underlying profit being down only five per cent on the year before, despite very challenging operating conditions in 2009.

Third, we determined that we needed to respond early and decisively to regulatory change. It’s not always easy to predict and/or influence what governments will do when it comes to making regulatory changes in our industry. However, we made a clear decision that we wanted to be ahead of the curve on regulatory change, and we’ve taken concrete steps to achieve this, like our decision to move away from commissions.

Pleasingly, the regulatory uncertainty in our industry is beginning to abate. This is partly because of recent announcements by the Government, in response to the Ripoll and Henry reviews which we have welcomed, and partly because of the proactive steps we’ve taken to prepare for change.

The fourth thing we wanted to achieve when the financial crisis hit was to increase our investment in our growth, and we did that in prudent and sensible way given what was happening in investment markets. We reasoned that the environment was such that weaker companies than ours would be limited in terms of their ability to invest for growth. We saw this as a time to get ahead of the competition, and I’ll talk more about our growth priorities.

The final thing we said we wanted to achieve was to take advantage of select merger and acquisition (M&A) opportunities. In both Australia and in other markets, history has told us that assets often come up for sale in times of financial crisis that would not otherwise be available. We decided that while there was no strategic imperative, we should be ready to buy assets if opportunities presented themselves provided they met our acquisition criteria.

While our scorecard isn’t perfect, we’ve made solid and positive progress on each of these five goals, and I want to spend the rest of my time with you this morning describing to you the new AMP that we’re building for this new decade.

AMP’s growth strategy and growth opportunities

Our growth strategy is very simple: to provide more people in more markets with the products, funds, advice and services they need to help them own their tomorrow.

We have some great opportunities to do this, particularly in our home markets of Australia and New Zealand.

The Australian superannuation market alone is worth $1.2 trillion[3] today, and it’s expected to grow at around 12 per cent[4] a year for the next decade. New Zealand’s superannuation market is also growing. Its government sponsored superannuation program, KiwiSaver, grew by almost $3 billion during the past year[5] .

These promising growth forecasts, however, hide the fact that many Australians and New Zealanders still haven’t saved enough to enjoy a comfortable retirement. Australians, by and large, aren’t natural savers. In fact, the average Chinese consumer saves at almost 30 times the rate that the average Australian does.[6]

As Australia’s leading superannuation provider, we’re in a great position to help people save for their futures.

We welcome the Government’s announcement to raise the superannuation guarantee to 12 per cent. This bold initiative demonstrates great foresight, and will ensure that more Australians can enjoy a more comfortable and more secure retirement.

The move to increase the superannuation guarantee is something we’ve been publicly pushing for some time, and is consistent with the move to 12 per cent that we announced for our own staff in November last year, and which will be in place by 2014.

As one of the country’s top life insurers, we’re also in a very strong position to help people protect themselves and their families in the event of misfortune. The opportunity here is also a significant one. Many Australians and New Zealanders are underinsured, and in fact, only four per cent of Australian families with dependent children have adequate insurance cover[7] .

3 Australian Prudential Regulation Authority quarterly superannuation statistics, December 2009.

4 Dynamics of the Australian Superannuation System, Deloitte, March 2009. Growth projection from 2009-2019.

5 FundSource Retail Managed Funds Survey, March 2010 (by FUM).

6 Global Household Savings Ratios – Bloomberg, Datastream and AMP Capital Investors.

7 Cost of underinsurance project – analysis of insurance needs by Rice Walker Actuaries for IFSA, August 2005.

We also see real opportunities to help people own their own homes sooner. The number of Australians aged 60 and over and still paying off their homes doubled in the ten years to 2006[8] .

Most people know they should pay off their mortgages earlier, have adequate insurance and save more for retirement, but most don’t get around to doing it or doing it all that well.

This is why financial advice is so important.

There are a lot more people who need financial advice than the only one in six Australians benefiting from a financial planner today[9] . We’re in a strong position to provide that advice, with a financial planning force ready to meet consumer and community expectations with simpler, more explicitly priced products and services.

It’s not just Australia and New Zealand where we see a positive future for AMP.

Asia also offers tremendous growth potential, as a result of high savings rates, accelerating household incomes – including rapidly emerging middle classes in China and India – massive urbanisation, and favourable demographics. China’s private pension market alone is forecast to grow to A$1 trillion by 2030[10] .

As one of the world’s most competitive and sophisticated financial services markets, Australia has significant opportunities to export its financial services skills and experience to Asia. We are very pleased that the Government is acting on the recommendations of the Johnson Report, which will further promote Australia as a leading financial services centre in the Asia Pacific region.

AMP is well positioned to participate in Asia’s growth and increase Australia’s engagement in this region through our increasingly international investment management business AMP Capital Investors. This business today earns more of its fees from external sources than from internal sources.

We’re conscious that expanding into Asia is not without risk, and our strategy is targeted to a limited number of markets where we believe the opportunities match up well with our competency set and our capacity to compete.

M&A – part of our growth strategy

Targeted and disciplined mergers and acquisitions (M&A) also provide another avenue to grow our business and to supplement our growth strategy.

We have some very firm decision criteria for this type of activity. We only pursue transactions that make strategic and economic sense and that meet our risk appetite.

8 AMP.NATSEM Income and Wealth Report, March 2008.

9 Booz & Company AMP Financial Services Market Segmentation, 2007.

10 BBVA Pensions Trend Report, 10 March 2009.

Over the past 12 months, we have made some small, bolt-on acquisitions in Australia, Japan and Singapore. These weren’t large transactions in their own right, but they will all contribute to our growth objectives.

Much of the public attention has been on our proposal for Axa. Axa remains strategically attractive to us, and merging with Axa would certainly accelerate our growth strategy further.

We were pleased that the Australian Competition and Consumer Commission (ACCC) decided that competition in the Australian financial services sector would be best served by our proposal.

This transaction still has some way to go, and our immediate focus is to work through the relevant regulatory matters.

While M&A can provide a useful means to accelerate our growth strategy, we don’t see it as a strategic necessity. Our primary focus is to grow through a series of change initiatives to revitalise AMP, with new and more competitive products and funds, new services and new ways to do business with us.

Revitalised AMP

During the past two years, we’ve used our financial strength to make a number of large investments and changes in AMP to better meet consumer needs, prepare for regulatory change and to drive stronger revenue and profit growth.

In fact, in the last two years, we’ve invested more in building a better company for shareholders and customers than we’ve done for some time. We’ve reinvigorated our product set, with new, improved choices that suit all needs and budgets.

In superannuation, we have a low-cost option that will suit you if you’re a long way from retirement, and you’re happy with an easy, simple plan. This is cheaper than eight of the 10 largest industry funds. Importantly, this product puts us ahead of the Government’s proposed changes to superannuation.

We also have more sophisticated plans if you want more investment choices and services and are happy to pay a bit extra for that added value.

If you need a mortgage or deposit, AMP Banking offers rates and products that rival many of the other banks.

We’re also pleased that our products and investment funds are being increasingly recognised by external judges as high quality. Our low-cost superannuation plan was named 2010 best new product, our insurance product LoanCover was rated most innovative product of the year, our eASYCash Management account won cash management product of the year and, in New Zealand, we were named fund manager of the year.

We’re working to get more of these great products and funds to more people, and one of the ways we’re doing this is through our market-leading financial planning network.

Financial planning in Australia is about to embark on a new era. On 1 July, we will become the first major wealth manager in the country to scrap in-built commissions on new superannuation, pension and investment business and move to fee-forservice advice across all of our product and advice businesses. We’re making this change a full two years ahead of the Government’s deadline.

This will give Australians 100 per cent confidence about the value they’re getting from our financial planners’ advice and what they will pay for it.

We’re also aware that not everyone wants to have a relationship with a financial planner and becoming more accessible in other ways. Our products and services are increasingly available online, over the phone and through third parties.

The new AMP also offers a wider spectrum of investment opportunities through AMP Capital Investors.

A fundamental plank in our growth strategy during the past two years has been to expand AMP Capital into Asia to capitalise on the world’s greatest growth engine. We’ve taken a very deliberate, careful approach here and concentrated on building our funds management business into this region. We’ve actually had a presence in Asia for more than 10 years, and know that a key to success in this region is patience. It’s pleasing that our patience and perseverance is starting to pay off.

During 2009, we attracted more than $700 million from Japanese retail investors; signed an agreement to explore opportunities in pensions and asset management with China Life, the world’s largest listed life insurance company; and formed AMP Capital Brookfield, an international joint venture which gives investors, including those in Asia, access to global listed real estate and infrastructure opportunities.

Today, we are one of the top 10 foreign Toshin fund managers in Japan, and globally, a top 10 manager of listed real estate and infrastructure opportunities[11] .

Conclusion

During the past couple of years we’ve taken decisive action to build a new AMP for our customers and shareholders.

We’ve proactively redesigned our products and services, made our financial advice processes more explicit and increased the breadth of our investment range to meet changing consumer needs.

We did this while emerging from the financial crisis:

1. financially stronger

2. more efficient

3. active in sensible M&A activity

4. prepared for regulatory change

5. and, overall, a reinvigorated AMP with substantial opportunities to grow.

11 Via AMP Capital Brookfield.

We know that until the global economy stabilises, and investor confidence returns, business conditions will continue to be challenging for us. However, we also know that the medium to long-term outlook for our industry is very promising.

Our growth opportunities are clear and significant, and we’re executing a disciplined strategy to capitalise on them by providing more people with more ways to help them own their tomorrows.

Importantly, we’re doing this while maintaining our financial strength and keeping a tight rein on costs, capital and liquidity.

By doing so, we are confident that we can deliver greater growth and value for our shareholders.

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