AMP LIMITED — Capital/Financing Update 2011

Mar 27, 2011

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ASX Announcement
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28 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: 18/11

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

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28 March 2011

Group Secretariat

Level 24, 33 Alfred Street Sydney NSW 2000 Australia GPO Box 4134 Sydney NSW 2001 Australia Telephone 02 9257 9909 Facsimile 02 9257 5498 Graeme_Blackett@amp.com.au Web: amp.com.au

The Manager Company Announcements Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

AMP Limited (ASX: AMP) Final Appendix 3B for AMP Limited shares to be issued in respect of the AXA Asia Pacific Holdings Limited scheme of arrangement

We refer to the preliminary Appendix 3B lodged with the ASX on 3 March 2011.

The exact number of AMP Limited fully-paid ordinary shares to be issued to eligible AXA Asia Pacific Holdings Limited shareholders (other than AXA SA and its subsidiary Société Beaujon) is 695,262,564. A final Appendix 3B reflecting this number of shares is attached.

The despatch date for the new AMP Limited shares will be Wednesday 30 March 2011.

Yours faithfully,

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Graeme Blackett Company Secretary

AMP Limited 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) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities?	Ordinary
	695,262,564 fully paid ordinary shares in AMP Limited (“New AMP Shares”) to be issued under the scheme of arrangement between AXA Asia Pacific Holdings Limited (ABN 78 069 123 011) (“AXA APH”) and the holders of AXA APH ordinary shares (“Share Scheme”) as described in the Explanatory Memorandum dated 14 January 2011 (“Explanatory Memorandum”).
	The New AMP Shares to be issued for the Share Scheme are on the same terms as the existing AMP Limited fully paid ordinary shares on issue.
	The New AMP Shares rank equally with the existing AMP Limited fully paid ordinary shares on issue, other than with respect to AMP Limited’s dividend for the year ending 31 December 2010 to which holders ofthe

If the additional securities do not New AMP Shares will not be entitled. 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

Each eligible Share Scheme participant or, in the case of Ineligible Overseas Shareholders, the Sale Nominee, receives the Share Scheme Consideration of 0.73 New AMP Shares for each AXA APH ordinary share held by them at the Scheme Record Date (being 16 March 2011), as described in the Explanatory Memorandum.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

The New AMP Shares are issued as part of the Share Scheme Consideration for the acquisition by AMP Limited of the ordinary shares of AXA APH held by the Minority Shareholders (as defined in the Explanatory Memorandum).

Wednesday 30 March 2011

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)

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Number + Class
2,094,424,200 Ordinary
+ 695,262,564
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2,789,686,764
Number + Class
418,749 Various classes issued
on various dates
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10 Dividend policy (in the case of a As for all quoted ordinary shares trust, distribution policy) on the increased capital (interests)

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?

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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	N/A
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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_ 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)? 33 +Despatch date	N/A
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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 4

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 6

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: 28 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 7 243728v1 Appendix 3B_scheme shares