AMP LIMITED — Audit Report / Information 2010

Feb 20, 2011

==> picture [60 x 60] intentionally omitted <==

Kevin Keenan Company Secretary

Phone: 61 3 8688 3978 Fax: 61 3 9614 5298

21 February 2011

Australian Securities Exchange Company Announcements Office 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

AXA Asia Pacific Holdings Limited (AXA APH)

Please find attached Grant Samuel & Associates Pty Limited’s further confirmation that AXA APH’s and AMP Limited’s financial results for the year ended 31 December 2010 do not change the opinions set out in the Independent Expert’s Report addressing the proposed merger of AXA APH’s Australian and New Zealand businesses with AMP Limited and the sale of AXA APH’s Asian businesses to AXA SA.

Yours sincerely

==> picture [136 x 82] intentionally omitted <==

Kevin Keenan Company Secretary

Page 1 of 3 pages

AXA Asia Pacific Holdings Limited ABN 78 069 123 011

750 Collins Street Docklands VIC 3008

==> picture [42 x 32] intentionally omitted <==

G R A N T S A M U E L & A S S O C I A T E S

L E V E L 6

18 February 2011

1 C O L L I N S S T R E E T M E L B O U R N E V I C 3 0 0 0 T : + 6 1 3 9 9 4 9 8 8 0 0 / F : + 6 1 3 9 9 9 4 9 8 8 3 8 w w w . g r a n t s a m u e l . c o m . a u

The Directors AXA Asia Pacific Holdings Limited 750 Collins Street, Docklands Melbourne VIC 3000

Dear Directors

Proposal from AMP Limited – Confirmation of Opinion

1 Introduction

AXA Asia Pacific Holdings Limited (“AXA APH”) is an Australian financial services company, headquartered in Melbourne and listed on the Australian Securities Exchange Limited (“ASX”), with wealth management and life insurance/financial protection businesses in Australia, Hong Kong, China, India and a number of countries in South-East Asia. AXA S.A. (“AXA SA”) is a French financial services company offering insurance, reinsurance, savings and pension products and asset management services in Europe, North America and Asia. AXA SA has a 53.9% interest in AXA APH.

On 15 November 2010, AXA Asia Pacific Holdings Limited (“AXA APH”) announced that it had received a proposal from AMP Limited (“AMP”) whereby AMP will acquire 100% of AXA APH and divest the Asian businesses of AXA APH to AXA SA (“Proposal”) via a scheme of arrangement (“Scheme”). On 18 November 2010 the Independent Directors announced that they unanimously recommended the Proposal in the absence of a superior proposal and subject to the review of an independent expert. The directors of AXA APH engaged Grant Samuel & Associates Pty Limited (“Grant Samuel”) to prepare an independent expert’s report (“Expert’s Report”) setting out whether, in its opinion:

• the Scheme is in the best interests of the AXA APH shareholders other than AXA SA (“AXA APH Minority Shareholders”);

• AMP’s acquisition of the 53.9% shareholding in AXA APH held by AXA SA (“Share Transaction”) is fair and reasonable to AXA APH Minority Shareholders; and

• the sale of AXA APH’s Asian businesses to AXA SA (“Asset Transaction”) is fair and reasonable to AXA APH Minority Shareholders for the purposes of ASX Listing Rule 10.1 and Chapter 2E of the Corporations Act.

The Expert’s Report was contained in the explanatory memorandum and explanatory memorandum supplement dated 14 January 2011 in relation to the Proposal.

AXA APH and AMP released their financial results for the year ended 31 December 2010 (“Financial Results”) on 15 February 2011 and 17 February 2011 respectively. The Directors of AXA APH have requested that Grant Samuel review the Financial Results and, if appropriate, confirm that the results do not change the opinion set out in the Expert’s Report.

2 Analysis and Limitations

Grant Samuel has reviewed the Financial Results. The review of the AXA APH Financial Results was based on publicly available information and included brief discussions with AXA APH management. The review of the AMP Financial Results was based on publicly available information.

G R A N T S A M U E L & A S S O C I A T E S P T Y L I M I T E D A B N 2 8 0 5 0 0 3 6 3 7 2 A F S L I C E N C E N O 2 4 0 9 8 5

All the statements as to reliance on information, limitations and disclaimers set out in Grant Samuel’s reports dated 14 January 2011 apply equally to the opinion set out in this letter.

3 Conclusion

Grant Samuel confirms that, having reviewed the Financial Results, there is no change to its conclusion that:

• the Scheme is fair and reasonable and in the best interests of AXA APH Minority Shareholders;

• the Share Transaction is fair and reasonable having regard to the interests of AXA APH Minority Shareholders; and

• the Asset Transaction is on terms consistent with arms’ length terms and is fair and reasonable to AXA APH Minority Shareholders.

4 Other Matters

The Expert Report and this letter are general financial product advice only and have been prepared without taking into account the objectives, financial situation or needs of individual minority shareholders of AXA APH. Because of that, before acting in relation to their investment, AXA APH Minority Shareholders should consider the appropriateness of the advice having regard to their own objectives, financial situation or needs. AXA APH Minority Shareholders should read the Explanatory Memorandum (including the Expert’s Report) and other transaction documents issued by AXA APH in relation to the Proposal.

Voting for or against the Proposal and its component parts is a matter for individual shareholders, based on their own views as to value and future market conditions and their particular circumstances including risk profile. Shareholders who are in doubt as to the action they should take should consult their own professional adviser.

Similarly, it is a matter for individual shareholders whether to buy, hold or sell AMP shares received under the Proposal. This is an investment decision independent of a decision on whether to vote for or against the Proposal. Grant Samuel does not offer an opinion on this investment decision. Shareholders should consult their own professional adviser in this regard.

Yours faithfully

GRANT SAMUEL & ASSOCIATES PTY LIMITED

==> picture [235 x 51] intentionally omitted <==