AMP LIMITED — Capital/Financing Update 2011

Mar 28, 2011

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ASX Announcement
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29 March 2011

Manager Company Announcements Office Australian Securities 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: 20/11

AMP Limited (ASX/NZX: AMP)

Appendix 3B – Issue of new securities

Refer to the attached.

AMP Limited (AMP) ASX Announcement

AMP Limited Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

AMP Limited

ABN

49 079 354 519

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)	AMP Limited’s wholly owned subsidiary AMP Group Finance Services Limited (ABN 95 084 247 914) (“Issuer”) issued floating rate subordinated unsecured guaranteed exchangeable notes due 2021 (“Notes”) which are exchangeable in certain circumstances for fully paid ordinary shares in AMP Limited ("Shares").
	1,200 Notes with a denomination of A$500,000 each have been issued by the Issuer. The number of Shares which will be issued on exchange of the Notes will be calculated in accordance with the terms of the Notes which are summarised in section 3 below.
	Each Note is a subordinated, unsecured obligation of the Issuer due on 26 March 2021(the "Maturity Date") on which interest is payable quarterly in arrear on 26 March, 26 June, 26 September and 26 December of each year. Interest may be deferred if any amount is outstanding to senior creditors and the Issuer is not solvent at the time of and immediately after the payment. Each Note has the benefit of a subordinated guarantee from AMP Group

Holdings Limited (ABN 88 079 804 676) and has a face value and issue price of A$500,000.

A Note may be exchanged for Shares by a holder of outstanding Notes giving notice requiring the Issuer to exchange the Notes for Shares:

• at specified times from 26 March 2016 until the Maturity Date, or

• if there is a change in control (as defined in the conditions for the Notes) of AMP Limited, or

• if there is a proposed delisting (as defined in the conditions for the Notes) of AMP Limited (other than through a change in control).

The Issuer may seek to cash settle the exchange, purchase the Notes, or procure the sale of the Notes to a third party purchaser, however these actions are subject to APRA approval and the Issuer’s ability at the time of exchange to elect such as an alternative outcome. These actions are not available in circumstances where AMP Limited is delisted or there is a change in control of AMP Limited, although the Issuer will retain its right to redeem the Notes (subject to APRA approval).

The number of Shares issued to a Noteholder will be calculated by dividing the principal amount of the Notes exchanged by the Noteholder, plus any deferred interest and any accrued but unpaid interest by the 20 day volume weighted average price of AMP Limited shares less a 2 per cent discount.

The Notes may be redeemed prior to the Maturity Date by the Issuer paying cash to the Noteholders (subject to APRA approval):

• on 26 March 2016 or any subsequent interest payment date, or

• if there is a change in control (as defined in the conditions for the Notes) of AMP Limited, or

• if there is a proposed delisting (as defined in the conditions for the Notes) of AMP Limited (other than through a change in control), or

• prior to 26 March 2016 if, as a result of a change in, amendment to or the application or interpretation of laws or regulations in its home tax jurisdiction, the Issuer or AMP Group Holdings Limited becomes obliged to pay

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	additional amounts in respect of the Notes or coupons on the Notes due to a withholding or deduction on account of taxes or the interest payable in respect of the Notes will not be allowed as a deduction for the Issuer for Australian income tax purposes, or  prior to 26 March 2016 if, as a result of any change in, amendment to or the application or interpretation of the laws or regulations of Australia, at least 25 per cent of the Notes then outstanding cease or will cease to qualify as Tier 2 regulatory capital under APRA standards and guidelines. The redemption price for each Note will be the principal amount of the Note plus any interest amount owing on the Note plus deferred amounts (as described in the conditions for the Notes). The Notes do not carry a right to vote at general meetings of AMP Limited or the Issuer.
	Shares issued on exchange of the Notes are expected to rank equally with AMP Limited’s ordinary shares on issue at the time of exchange.
	The Notes will be issued for A$500,000 each. No further price is payable on exchange of the Notes for Shares. The number of Shares which will be issued on exchange of the Notes will be calculated in accordance with the terms of the Notes as summarised in section 3 above.
	The proceeds from the issue of the Notes will be used to fund part of the consideration to AXA APH minority shareholders in respect of the proposed merger of AMP Limited and AXA APH's Australian and New Zealand businesses and some of the expected costs of integrating the AXA APH Australian and New Zealand businesses into the AMP Group post

7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	merger.	merger.
	Not applicable
	Number	+Class
	2,789,686,764 As explained above, the number of Shares which will be issued on exchange of the Notes will be calculated in accordance with the terms summarised in section 3.	Ordinary
	Number	~~+~~Class
	418,749	Various classes issued onvarious dates
	The Shares to be issued on exchange of the Notes are expected to have the same rights to dividends as other fully paid ordinary shares in AMP Limited on issue at the time of exchange.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Despatch date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

Date: 29 March 2010

(Company secretary)

Print name: Graeme Blackett, Company Secretary

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9 248420v1 Appendix 3B_sub debt issue