AMP LIMITED — Capital/Financing Update 2012

Oct 23, 2012

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24 October 2012

Manager ASX Market Announcements Australian Securities Exchange Level 4, 20 Bridge Street Sydney NSW 2000

Manager Market Information Services Section New Zealand Stock Exchange Level 24, NZX Centre, 11 Cable Street Wellington, New Zealand

Announcement No: 31/2012

AMP Limited (ASX/NZX: AMP)

Sale of Small AMP Shareholdings

AMP is operating a Small Shareholding Sale Facility for shareholders who held 112 AMP shares or less at 5.00pm (Sydney time) on 12 October 2012 (Record Date).

Eligible shareholders will be sent information by post from today. The contents of the packs depend on the shareholder’s country of residence and size of shareholding.

A copy of the information sent to shareholders is attached.

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Public Affairs T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

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

Pack 1

Contact details:

M GPO Box 2115 Melbourne Victoria 3001 Australia

For all enquiries: T within Australia 1300 338 164 outside Australia +61 3 9415 4018 W www.amp.com.au/shareholdercentre

Dear Shareholder

Sale of small AMP shareholdings

AMP has many shareholders, like you, who hold small numbers of shares that can be difficult and expensive to sell. That’s why we’ve decided to hold a Small Shareholding Sale Facility to give you the opportunity to have your AMP shares sold through the Facility, free of charge, at a market price.

The Sale Facility is available to shareholders who held 112 AMP shares or less at 5.00pm (Sydney time) on

• 12 October 2012 (Record Date).

What you need to do if you do not WAnt your shares to be sold

• Complete the enclosed GREEN ‘Share Retention Form’ and return it in the envelope provided so it is received by 5.00pm on 4 December 2012.

What you need to do if you WAnt your shares to be sold

• If a BLUE ‘Direct crediting’ form has been included in your pack, please complete the form and return it in the envelope provided so it is received before 5.00pm on 4 December 2012. This will enable us to make the payment directly to your bank account.

• If a BLUE ‘Direct crediting’ form has not been included in your pack, we will make your payment into the bank account we have recorded for you on the AMP Share Registry. Please log in to your AMP shareholding at www.amp.com.au/shareholdercentre to confirm we have your correct details.

• Alternatively, you can elect to donate your shares to ShareGift Australia who will arrange to sell your shares and forward the money from the sale of your shares to charity on your behalf. To donate your shares to ShareGift Australia, please complete the ORANGE form. If you choose to donate your shares and you complete the orange form, DO NOT complete the blue or green forms.

Your shares will be automatically sold if you do not tell us otherwise. If we do not receive your form by 5.00pm on 4 December 2012, your shares will be sold and the money from the sale will be transferred into the bank account recorded on the AMP Share Registry. If you have not provided your bank account details, we will pay your sale proceeds into the AMP shareholder dividend account to be held on your behalf, until we receive your payment instructions.

Please refer to the enclosed Terms and Conditions for further information.

Yours sincerely

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Darryl Mackay

Company Secretary

AMP Limited ABN 49 079 354 519

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Pack 2

Contact details: M GPO Box 2115 Melbourne Victoria 3001 Australia For all enquiries: T within Australia 1300 338 164 outside Australia +61 3 9415 4018 W www.amp.com.au/shareholdercentre

Dear Shareholder

Sale of small AMP shareholdings

AMP has many shareholders, like you, who hold small numbers of shares that can be difficult and expensive to sell. That’s why we’ve decided to hold a Small Shareholding Sale Facility to give you the opportunity to have your AMP shares sold through the Facility, free of charge, at a market price.

The Sale Facility is available to shareholders who held 112 AMP shares or less at 5.00pm (Sydney time) on

• 12 October 2012 (Record Date).

What you need to do if you do not WAnt your shares to be sold

• Complete the enclosed GREEN ‘Share Retention Form’ and return it in the envelope provided so it is received by 5.00pm on 4 December 2012.

What you need to do if you WAnt your shares to be sold

• If a BLUE ‘Direct crediting’ form has been included in your pack, please complete the form and return

• it in the envelope provided so it is received before 5.00pm on 4 December 2012. This will enable us to make the payment directly to your bank account.

• If a BLUE ‘Direct crediting’ form has not been included in your pack, we will make your payment into the bank account we have recorded for you on the AMP Share Registry. Please log in to your AMP shareholding at www.amp.com.au/shareholdercentre to confirm we have your correct details.

Your shares will be automatically sold if you do not tell us otherwise. If we do not receive your form by 5.00pm on 4 December 2012, your shares will be sold and the money from the sale will be transferred into the bank account recorded on the AMP Share Registry. If you have not provided your bank account details, we will pay your sale proceeds into the AMP shareholder dividend account to be held on your behalf, until we receive your payment instructions.

Please refer to the enclosed Terms and Conditions for further information.

Yours sincerely

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Darryl Mackay

Company Secretary

AMP Limited ABN 49 079 354 519

147289_AUS_SG_NoPI/000001/000001

Pack 3

Contact details: M GPO Box 2115 Melbourne Victoria 3001 Australia

For all enquiries: T within Australia 1300 338 164 outside Australia +61 3 9415 4018 W www.amp.com.au/shareholdercentre

Dear Shareholder

Sale of small AMP shareholdings

AMP has many shareholders, like you, who hold small numbers of shares that can be difficult and expensive to sell. That’s why we’ve decided to hold a Small Shareholding Sale Facility to give you the opportunity to have your AMP shares sold through the Facility, free of charge, at a market price.

The Sale Facility is available to shareholders who held 112 AMP shares or less at 5.00pm (Sydney time) on

• 12 October 2012 (Record Date).

What you need to do if you do not WAnt your shares to be sold

• Complete the enclosed GREEN ‘Share Retention Form’ and return it in the envelope provided so it is received by 5.00pm on 4 December 2012.

What you need to do if you WAnt your shares to be sold

• If you want your shares to be sold you do not need to do anything. A cheque for the proceeds of the

• sale of your shares will be mailed to you on 21 December 2012. Due to Christmas holidays it may take a couple of weeks for the cheque to reach you.

• Alternatively, you can elect to donate your shares to ShareGift Australia who will arrange to sell your shares and forward the money from the sale of your shares to charity on your behalf. To donate your shares to ShareGift Australia, please complete the ORANGE form. If you choose to donate your shares and you complete the orange form, DO NOT complete the green form.

Your shares will be automatically sold if you do not tell us otherwise. If we do not receive your green form by 5.00pm on 4 December 2012, your shares will be sold.

Please refer to the enclosed Terms and Conditions for further information.

Yours sincerely

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Darryl Mackay

Company Secretary

AMP Limited ABN 49 079 354 519

147289_AUS_SG_NoPI/000001/000003

Packs 1, 2 & 3

Return your form: M GPO Box 2115 Melbourne Victoria 3001 Australia For all enquiries: T within Australia 1300 338 164 outside Australia +61 3 9415 4018 W www.amp.com.au/shareholdercentre

Share Retention Form

Your form must be received by 5.00pm (AEDT) Tuesday 4 December 2012

Use this form if you wish to retain your shares in AMP Limited.

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial adviser.

Step 1: Registration name

Please check the details provided and update your address via www.amp.com.au/shareholdercentre if any of the details are incorrect. If you have recently bought or sold shares your holding may differ from that shown. If you have already sold all your shares in AMP Limited, do not complete or return this form. If you have more that one holding on AMP Limited’s register and you do not sell your shares under the Small Shareholding Sale Facility, you should consider consolidating them. For further advice in this regard, contact Computershare Investor Services on the phone number above.

Step 2: Signing instructions

Individual: Where the holding is in one name, the shareholder must sign.

Joint holding: Where the holding is in more than one name, all of the shareholders must sign.

Power of Attorney: Please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person in the box labelled ‘Sole Director and Sole Company Secretary’. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone as ‘Sole Director’. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held and delete title as applicable.

Deceased Estate: All executors must sign this form. A certified copy of Probate or Letters of Administration, if not already noted by the AMP Share Registry, must accompany this form.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

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Share Retention Form

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STEP 1 Registration name & offer details For your security keep your holder
number confidential.
Registration name:
Change of address.
If your address is incorrect, mark
this box and make the correction
in the space to the left.
Offer details: Shares held
as at 12 October 2012:
STEP 2 Signature of shareholder(s) This section must be completed.
By signing and returning this form, I/we confirm that I/we understand that my/our shares will NOT be sold under the Small
Shareholding Sale Facility
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary Director/Company Secretary Director
Contact
Contact name daytime telephone Date / /
Email
address
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Privacy statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email privacy@computershare.com.au

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A M P

AMP Limited ABN 49 079 354 519

Packs 1 & 3

Share sale donation form

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If you wish to sell your shares and donate the proceeds to ShareGift Australia, please complete the form below and return it in the envelope provided.

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GPO Box 2115, Melbourne VIC 3001
www.sharegiftaustralia.org.au
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Shareholders details
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Contact details for enquiries - Phone (bus. hours)
Email address
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Shareholding for donation
ASX Company Code
AMP
Name of company
AMP Limited
Number of shares to be donated
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Nominated charity

You may nominate a charity for the ShareGift Australia Board to consider when distributing donations.

Only charities with a Deductible Gift Recipient status (DGR1) may receive donations from ShareGift Australia. Charity name

Shareholder authorisation

This section must be signed by the authorised shareholder/s before the donation can be processed.

• By signing below, I/We the registered shareholder(s) hereby:

• Authorise any person nominated by ShareGift Australia to:

• a. confirm the above listed shareholding to be donated

• b. if required, for a broker sponsored holding, arrange a ‘CHESS to Issuer Sponsored’ conversion of the donated shareholdings

• c. arrange the sale of the donated shareholdings through ShareGift supporting brokers, and

• d. pay the proceeds of the sale to ShareGift Australia.

• Confirm and agree:

• a. My/Our entitlement or authority to transfer the donated shareholdings free from liens, charges or other third party rights

• b. this instruction to sell the donated shareholdings is irrevocable as at the date the donation form is signed

• c. the timing of the actual sale is at the discretion of ShareGift Australia, and

• d. that the actual distribution of the proceeds of sale to the nominated charity will be at the final discretion of the ShareGift Australia Board.

Shareholder signature/s

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Shareholder 1
Sole Director and Sole Company Secretary
Date
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Shareholder 2
Director/Company Secretary
Date
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Shareholder 3
Date
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A M P

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About ShareGift Australia

ShareGift Australia is a not-for-profit organisation that provides an easy and tax-deductible way for shareholders to convert their small shareholdings into donations for Australian charities.

Based on the successful UK charity ShareGift, which has generated over £14 million and supported more than 1,700 different UK registered charities since 1996, ShareGift Australia provides an easy way for shareholders to donate small parcels of shares which would otherwise be difficult to trade.

Shareholders interested in donating their shares are invited to complete the share sale donation form on the reverse of this letter. Once the form is returned, ShareGift Australia will arrange the sale of the shares and distribute 100% of the proceeds to eligible Australian charities.

Donors are invited to recommend charities to receive donations. The Board of ShareGift Australia considers these recommendations in determining which charity will receive donations and the amount and timing of these gifts. To be eligible, charities must have deductible gift recipient (DGR) 1 and tax concession charity (TCC) status. Further information on DGR status is available at

www.abr.business.gov.au/dgrlisting.aspx. Shares are sold through brokers who support ShareGift and provide free broker services.

The program is endorsed by both the Australian Securities Exchange (ASX) and the Australian Shareholder’s Association (ASA). ShareGift Australia welcomes donations of any amount and the minimum donation amount made by ShareGift Australia to charities is $1,000.

To date, ShareGift Australia has donated to over 175 charities. You can view the list of recipients and find out more about ShareGift Australia at www.sharegiftaustralia.org.au.

Charities supported by AMP

AMP supports many charities including the following, who would be delighted to be nominated on your donation form:

• AIME runs an education-based mentoring program for Indigenous high school students to help them finish school and enter university.

• Beacon Foundation supports disadvantaged young people to stay in school and successfully move to further education, training or employment.

• Brotherhood of St Laurence helps people who are experiencing poverty and disadvantage through research, community services and advocacy.

• Clontarf Foundation improves the education, life skills and employment prospects of young Aboriginal men.

• CREATE Foundation advocates for the 35,000 children in care who are taken away from their parents due to neglect or abuse.

• Ganbina helps young Indigenous people improve their economic and social wellbeing through school-to-work transition programs in Shepparton, Victoria.

• Graham (Polly) Farmer Foundation runs homework clubs for promising Indigenous students to help them finish high school and enter university or other training or employment.

• Mission Australia works with disadvantaged people to meet their challenges and enables them to pursue positive, independent lives.

• The Salvation Army helps disadvantaged and marginalised people in the community.

• Very Special Kids provides family support programs, respite and end-of-life care for families caring for a child with a life-threatening illness.

Packs 1, 2 & 3

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Small Shareholding Sale Facility

Terms and Conditions

AMP Limited ABN 49 079 354 519 (AMP)

1. What is the AMP Small Shareholding Sale Facility (Sale Facility)?

AMP Limited is conducting the Sale Facility in accordance with clause 9 of the AMP Constitution to provide eligible shareholders with an opportunity to have their small shareholdings sold, brokerage-free.

You should read these terms and conditions, together with the attached letter and the Share Retention Form (green form) carefully.

If you want to keep your AMP shares you must return the enclosed Share Retention Form to AMP so it is received by 5.00pm (Sydney time) on 4 December 2012. Alternatively, if you acquire additional AMP shares on market before market close on 4 December 2012, AMP will not sell your shares under the Sale Facility.

If you want AMP to sell your shares under the Sale Facility and remit the sale proceeds to you, you do not need to do anything.

2. Which shareholders are eligible?

Eligible shareholders are those holding a less than marketable parcel of AMP shares (as defined in section 3 below) as at 5.00pm on 12 October 2012 (the Record Date) and whose registered address is in Australia, New Zealand, the United Kingdom or certain other countries (Eligible Shareholders).

AMP may determine that Eligible Shareholders will be ineligible to participate in the Sale Facility based on the country of their registered address.

Only Eligible Shareholders will be sent a letter from AMP Limited advising them of their eligibility to participate in the Sale Facility. This letter will be sent to the address registered on the shareholding at the Record Date.

Additional restrictions on eligibility are set out in section 22.

3. What is a less than marketable parcel of shares?

The Australian Securities Exchange considers a less than marketable parcel is a holding worth less than A$500. Based on the closing price of AMP shares on the Record Date, a less than marketable parcel is a holding of 112 AMP shares or less.

4. Should I participate?

AMP makes no recommendation as to whether you should sell your shares under the Sale Facility. If you participate in the Sale Facility, AMP will pay the brokerage and handling fees for the sale of your shares.

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You should seek independent legal and financial advice (including tax advice) specific to your circumstances when determining whether to participate in the Sale Facility.

If you want to keep your AMP shares you must return the enclosed Share Retention Form to AMP so it is received by 5.00pm (Sydney time) on 4 December 2012.

If you want AMP to sell your shares under the Sale Facility and remit the sale proceeds to you, you do not need to do anything.

If you acquire additional AMP shares on market before market close on 4 December 2012, AMP will not sell your shares for you under the Sale Facility.

This Sale Facility is not the only way to sell your shares. You can also sell your shares through the Australian Securities Exchange (ASX) by contacting a broker in your country of residence. A list of brokers which AMP recommends can be found on the AMP website: amp.com.au/shareholdercentre.

5. Why is the Sale Facility being offered?

AMP values all of its shareholders, however AMP also recognises that holders with small holdings of shares may find it difficult or expensive to dispose of their shares in the usual way.

Further, as AMP incurs administrative fees for maintaining shareholder accounts and distributing shareholder communications, irrespective of the number of shares held, the Sale Facility will assist AMP to reduce its administrative costs.

6. What should I do if I want to keep my AMP shares?

You must return the enclosed Share Retention Form (green form) to AMP so it is received by 5.00pm (Sydney time) on 4 December 2012.

OR

You must purchase additional AMP shares on market before market close on 4 December 2012 so that your holding has increased after the Record Date.

OR

If you hold more than A$500 worth of AMP shares but your holding is split between two or more AMP shareholding accounts, you must combine your holding into one account before 5.00pm on 4 December 2012.

If you take one of these steps before the relevant time AMP will not sell your shares. If you do not take one of these steps before the

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relevant time, AMP will sell your shares under the Sale Facility, pursuant to clause 9 of the AMP Constitution.

AMP will confirm that you remain eligible to participate on 7 December 2012. You will not be notified of this.

7. What if my shares are held jointly?

If you are a joint holder of shares, AMP will not sell your shares if one holder returns the Share Retention Form (green form) to AMP so it is received by 5.00pm (Sydney time) on 4 December 2012. AMP will consider this to be effective notice from all shareholders that the shares are to be retained.

8. What should I do if I want to participate in the Sale Facility?

If you are eligible and you want AMP to sell your shareholding on your behalf under the Sale Facility, you do not need to do anything .

To ensure you receive your sale proceeds, please refer to section 9.

9. How will I receive the sale proceeds?

Shareholders with Australian, New Zealand or United Kingdom bank accounts:

Proceeds will be paid by direct credit to the Australian, New Zealand or United Kingdom bank account recorded against your shareholding as at 4 December 2012. Please log in to your AMP shareholding at amp.com.au/shareholdercentre to confirm we have your correct details.

Direct credit payments will be made by AMP on 21 December 2012. You may not receive the sale proceeds until after this date as it will depend on the time it takes your financial institution to process the payment.

Payments will be paid by direct credit in the currency of your bank account. See section 13 for information on currency exchange.

Shareholders without Australian, New Zealand or United Kingdom bank accounts:

If you live in Australia, New Zealand or the United Kingdom and we do not have an Australian, New Zealand or United Kingdom bank account recorded against your shareholding, we have sent you a Direct Credit Form (blue form). You need to return the Direct Credit Form (blue form) to us by 5.00pm (Sydney time) on 4 December 2012. If you do not send back the Direct Credit Form (blue form), we will pay the proceeds from the sale of your shares into the AMP shareholder dividend account to be held on your behalf, until you

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provide us with your bank account details. AMP does not pay interest on unclaimed money.

If you live outside of Australia, New Zealand or the United Kingdom and we do not have an Australian, New Zealand or United Kingdom bank account recorded against to your shareholding, the proceeds from the sale of your shares will be paid to you by cheque in Australian dollars. AMP will mail your cheque to you on 21 December 2012. You may not receive your cheque until after this date as it will take time to move through the postal system.

Shareholders recorded on our register as ‘lost’:

For security reasons, if we consider you to be a ‘lost’ shareholder, we will pay the proceeds from the sale of your shares into the AMP shareholder dividend account to be held on your behalf, until you provide your bank account details. We will not send you a cheque. This payment will be made on 21 December 2012.

10. How will my shares be sold?

AMP Limited has appointed ETRADE Australia Securities Limited (E*TRADE) as its execution-only broker (Broker) to sell shares participating in the Sale Facility on the ASX.

By participating in the Sale Facility, you appoint AMP as your agent to receive any notice (including a Financial Services Guide and any update of that document) that E*TRADE is required to provide under the Corporations Act 2001 (Cth). This Financial Services Guide is available on the AMP website: amp.com.au/shareholdercentre.

11. When will my shares be sold?

Shares sold via the Sale Facility will be sold by ETRADE on the ASX in the ordinary course of trading. ETRADE is expected to sell all of the shares within a five day trading period. This trading period is expected to be between 10 December 2012 and 14 December 2012 but will be determined by E*TRADE in its discretion (Trading Period).

You cannot direct AMP or E*TRADE to sell your shares on a particular day, at a particular time or for a particular price.

12. What price will I receive for my shares?

The sale price for each of your shares will be the volume weighted average price (VWAP) per share sold by E*TRADE under the Sale Facility during the Trading Period (Sale Price). The Sale Price will be in Australian dollars.

The Sale Price will be determined by ETRADE by dividing the aggregate sale price achieved by ETRADE during the Trading Period by the total number of shares sold. As the Sale Price is an average, it

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may be more or less than the actual price at which your individual shares are sold. Interest will not be payable on your sale proceeds.

AMP will verify the accuracy of the calculation based on data provided by E*TRADE.

It is expected that the Sale Price will be announced during the business day following the end of the Trading Period. The Sale Price will be announced on the ASX and will also be available on the AMP website: amp.com.au/shareholdercentre

All shareholders participating in the Sale Facility will receive the same Sale Price per share. Each shareholder’s sale proceeds will be determined by multiplying the Sale Price by the number of shares held by the shareholder which are sold through the Sale Facility.

Neither AMP nor E*TRADE makes any representations regarding the price you will receive for the sale of your shares. The trading price of AMP shares is subject to change from time to time and depends on a number of factors at any given time, including prevailing market conditions. The Sale Price may not be the same as the AMP trading price at a particular point in time during the Trading Period. The Sale Price may be less than the price at which you acquired your AMP shares.

You can obtain information on the AMP share price through the ASX website: asx.com.au

If you have any money owing in relation to your AMP shares, AMP will deduct these amounts from the Sale Price, in accordance with the AMP Constitution.

13. What price will I receive in New Zealand dollars or Pounds Sterling?

If you are entitled to receive your sale proceeds in New Zealand dollars or Pounds Sterling, AMP will calculate your sale proceeds by applying a foreign currency exchange rate to the Sale Price.

AMP will apply the foreign currency exchange rate published on the Reserve Bank of Australia website at the close of business on a date selected by AMP. This date will be a date before the Record Date. The exchange rate will be published on the AMP shareholder website: amp.com.au/shareholdercentre from 25 October 2012 and will be noted on the sale statement sent to New Zealand and United Kingdom shareholders.

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14. What if I hold my shares through a broker holding?

If you have a CHESS/Broker sponsored holding, you can still participate in the Sale Facility. As outlined in clause 9.4 of the AMP Constitution, AMP may, without further notice, move your shares to an issuer sponsored holding to be sold under the Sale Facility.

15. What if I hold my shares in a New Zealand Exchange (NZX) holding?

If you hold your shares in a NZX holding, you can still participate in the Sale Facility.

16. When will I receive the sale proceeds?

Shareholders with Australian, New Zealand and United Kingdom bank accounts:

If you have an Australian, New Zealand or United Kingdom bank account recorded on your shareholding at 4 December 2012, you will be paid by direct credit in the currency of your bank account. Please log in to your AMP shareholding at amp.com.au/shareholdercentre to confirm we have your correct details.

Payments will be made by AMP on 21 December 2012. You may not receive payment until after this date, as it will depend on the time it takes your financial institution to process the payment.

Shareholders without Australian, New Zealand or United Kingdom bank accounts:

If you live in Australia, New Zealand or the United Kingdom and we do not have an Australian, New Zealand or United Kingdom bank account recorded against your shareholding, you have been sent a Direct Credit Form (blue form). You need to return this form to us by no later than 5.00pm on 4 December 2012 in order to be paid by direct credit in the currency of your bank account. Payments will be made by AMP on 21 December 2012. You may not receive payment until after this date, as it will depend on the time it takes your financial institution to process the payment.

If you do not return the Direct Credit Form to us so that it is received no later than 5.00pm on 4 December 2012, AMP will pay proceeds from the sale of your shares into the AMP shareholder dividend account to be held on your behalf until you provide us with your bank account details. We will not send you a cheque. This payment will be made on 21 December 2012.

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If you live outside of Australia, New Zealand or the United Kingdom and we do not have an Australian, New Zealand or United Kingdom bank account recorded on your shareholding the proceeds from the sale of your shares will be paid to you by cheque in Australian dollars. AMP will mail your cheque to you on 21 December 2012. You may not receive your cheque until after this date as it will take time to move through the postal system.

Shareholders recorded on our register as ‘lost’:

For security reasons, if we consider you to be a ‘lost’ shareholder, we will pay the proceeds from the sale of your shares into the AMP shareholder dividend account to be held on your behalf, until you provide us with your bank account details. We will not send you a cheque. The payment will be made on 21 December 2012.

17. Will I pay tax on the sale?

Tax may be payable on any gains you make on the sale of your shares. This will depend on your personal taxation circumstances. Please consult your personal tax adviser if you have questions about your personal taxation circumstances.

18. What will I be sent as confirmation that my shares have been sold?

AMP will send you a payment advice notice and a transaction confirmation statement, setting out the number of AMP Limited shares sold through the Sale Facility, the Sale Price and the amount of your sale proceeds. AMP expects to send these documents to you on 21 December 2012. You may not receive these documents until after this date.

You will need to keep these documents for your taxation records.

19. Can I withdraw my Share Retention Form ?

Yes. To withdraw your Share Retention Form you must provide written notice to the AMP Share Registry so it is received no later than 5.00pm (Sydney time) on 4 December 2012. The address of the AMP Share Registry is:

Australia: Computershare Investor Services Pty Limited, Reply Paid 2115, Melbourne VIC 3000 New Zealand: AMP Share Registry, PO Box 91543, Victoria Street West Auckland 1142 Other countries: GPO Box 2115, Melbourne VIC 3001, Australia

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20. Suspension, termination or re-scheduling of the Sale Facility

AMP reserves the right to suspend or terminate the Sale Facility at any time, without notice to you, for any reason.

AMP also reserves the right to change any of the dates referred to in this letter by notice to the ASX.

21. What if AMP becomes subject to a takeover offer?

If a takeover bid for AMP is announced after the Sale Facility opens, no sales (or no further sales) will be made until after the close of offers made under the takeover bid.

22. Other restrictions on eligibility

AMP may determine that certain shareholders are ineligible to participate in the Sale Facility. As at the date of the attached letter, AMP does not consider the following shareholdings eligible to participate:

• Shareholdings that are in the name of a nominee company or which are not beneficially owned by the registered shareholder.

23. No financial advice and no recommendation

AMP Limited and E*TRADE are not giving, and are not obliged to give, any advice to you. These terms and conditions and the attached letter do not constitute advice or a recommendation to sell or retain your shares, nor a representation that participating in the Sale Facility is the best way to sell your shares.

24. Information applicable to Hong Kong shareholders

This document is provided only for the personal and confidential use of its intended recipient. If you are not the intended recipient of this document, you are hereby notified that any review, dissemination, distribution or copying of this document is strictly prohibited.

This document is not a prospectus within the meaning of the Companies Ordinance (Cap 32) (CO) nor is it an offer or invitation to the public within the meaning of the CO and the Securities and Futures Ordinance (Cap 571) (SFO), or an advertisement, invitation or document subject to section 103(1) of the SFO.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. This document and the contents within have also not been authorised by the Hong Kong Securities and Futures Commission and no invitation, advertisement or other

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document relating to AMP shares whether in Hong Kong or elsewhere, has been or will be issued, which is directed at, or the contents of which are likely to be accessed or read by the public in Hong Kong within the meaning of the CO and the SFO (except if permitted to do so under the laws of Hong Kong).

This document is given to designated recipients only and may not be provided, assigned or transferred, to any person. You are advised to exercise caution in relation to this document. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

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Who can I call for information?

Please call the AMP Share Registry on:

Australia: 1300 338 164 New Zealand: 0800 444 152 Other countries: +613 9415 4018

You can email the AMP Investor Relations team at amp_investor_relations@amp.com.au. Please include your full name and contact details when emailing.

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