AMP LIMITED — Capital/Financing Update 2013

Nov 13, 2013

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14 November 2013

Manager Manager ASX Market Announcements Market Information Services Section Australian Securities Exchange New Zealand Stock Exchange Level 4, 20 Bridge Street Level 24, NZX Centre, 11 Cable Street Sydney NSW 2000 Wellington, New Zealand

Announcement No: 41/2013 AMP Limited (ASX/NZX/SGX: AMP) (also for release to AMP Group Finance Services Limited (ASX: AQNHA / NZX: AQN010 / SGX: )

AMP Subordinated Notes 2 offer opens

Please refer to attached documents.

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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

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14 November 2013

Public Affairs Tel: 02 9257 6127 Email: media@amp.com.au Website: AMP.com.au/media AMP_AU

AMP Subordinated Notes 2 offer opens

AMP Limited’s Subordinated Notes 2 (AMP Notes 2) offer opens today for eligible AMP Notes holders and securityholders.

As announced earlier this week, the size of the offer has increased from A$200 million to at least A$300 million and the margin set under the bookbuild is 2.65 per cent per annum over the market rate.

The final size of the offer will depend on the volume of applications received and accepted under the reinvestment offer and the securityholder offer.

Due to the strong support the offer has received, an offer to the general public will not be made and applicants under the reinvestment offer will be given a priority allocation over securityholder applicants. AMP retains the right to scale-back all applications.

The offer of AMP Notes 2 is made in the replacement prospectus, lodged with the Australian Securities and Investments Commission (ASIC) and the ASX today. The replacement prospectus is available to Australian investors at ampnotes2.com.au, or by calling the AMP Notes 2 information line below.

Anyone wishing to acquire AMP Notes 2 will need to complete and return an application form which is included with the replacement prospectus.

Existing AMP Note holders eligible to participate in the AMP Notes 2 reinvestment offer will be sent a letter with the replacement prospectus, along with a reinvestment form.

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Investors should read the prospectus in full before deciding whether to apply for AMP Notes 2.

For more information contact:

AMP Notes 2 information line 1300 338 164 (within Australia) 0800 444 152 (within New Zealand) +61 3 9415 4018 (outside Australia and New Zealand)

Monday to Friday—8.30am to 5.30pm (Sydney time)

AMP Limited 33 Alfred Street Sydney NSW Australia ABN 84 079 300 379 AFSL 233671

AMP Subordinated Notes 2 offer opens…/ 2

Media enquiries Jane Anderson Phone +61 2 9257 9870 Mobile +61 402 967 791

Investor enquiries

David Rowe (Group Treasurer) Phone +61 2 9257 5762 Mobile +61 434 187 755

Amanda Wallace Howard Marks Phone +61 2 9257 6168 Phone +61 2 9257 7109 Mobile +61 422 379 964 Mobile +61 402 438 019

Stephen Daly Phone +61 2 9257 5207 Mobile +61 416 289 535

Disclaimer

This announcement does not constitute an offer of any securities (including AMP Notes 2) for sale or issue. No action has been taken to register or qualify AMP Notes 2 or the Offer or to otherwise permit a public offering of AMP Notes 2 outside Australia. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S of the US Securities Act). Any securities described in this announcement have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Contact details

T Australia 1300 338 164 New Zealand 0800 444 152 Other countries +61 3 9415 4018 W ampnotes2.com.au AMP share registry GPO Box 2115 Melbourne VIC 3001 Australia

AMP NOTeS HeLD SRN/HIN: AT ReCORD DATe: i9999999999 XXXXX

21 November 2013

AMP Notes reinvestment offer

Dear AMP Notes holder,

On 6 November 2013, AMP Limited announced the offer of a new, subordinated and unsecured debt security called AMP Subordinated Notes 2 (AMP Notes 2).

As a current holder of A$ AMP Notes, we are pleased to offer you a priority allocation in AMP Notes 2 over securityholder applicants and an opportunity to use your existing A$ AMP Notes to fund your investment in AMP Notes 2 (reinvestment offer).

The first date at which AMP Group Finance Services Limited (AMPGFS) can redeem your existing AMP Notes is 15 May 2014. It is AMPGFS’ current intention that all AMP Notes will, subject to the Australian Prudential Regulation Authority’s approval, be redeemed for cash on that day and $A AMP Notes holders will receive A$100 plus any accrued and unpaid interest to that date per $A AMP Note held.

If you choose to participate in the reinvestment offer, you would sell some or all of your A$ AMP Notes to AMP to fund your investment in AMP Notes 2. Your A$ AMP Notes would be sold for A$100 per A$ AMP Note plus an amount equal to the interest accrued (but not yet paid) on that A$ AMP Note for the period from 15 November 2013 to the day before the issue date of AMP Notes 2. A$100 of the sale proceeds would then fund your investment in AMP Notes 2 and you would receive a cash payment for the accrued interest amount, after the issue date of AMP Notes 2.

The reinvestment offer is not a simple rollover into a similar investment. AMP Notes and AMP Notes 2, while having a number of similar features, have different benefits and risks, which you should consider. Section 6.3 of the prospectus outlines the key differences between AMP Notes and AMP Notes 2 and we recommend you review these closely before deciding whether to invest.

It is important to note that participation in the reinvestment offer may not be appropriate or economically advantageous for you.

You have a number of options available to you which are summarised in section 1.6 of the accompanying prospectus, and set out in detail in section 6.2. Please review these options carefully. You may wish to seek professional advice before deciding what to do.

How to apply

If you would like to apply for AMP Notes 2, you need to apply online at ampnotes2.com.au or complete and return the enclosed reinvestment form, so it is received by Monday 9 December 2013. Further details on how to apply to reinvest all or part of your AMP Notes is set out in section 7.3 of the accompanying prospectus.

Should you require professional guidance regarding your own personal investment and taxation situation, please contact your broker, solicitor, accountant or other independent and qualified professional adviser.

If the offer is oversubscribed, AMP may conduct a scale back. Any scale back will be announced on the ASX on the day AMP Notes 2 commence trading on a deferred settlement basis, which is expected to be 19 December 2013.

If you have any questions, please contact the AMP Notes 2 information line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 338 164 (within Australia), 0800 444 152 (within New Zealand) or +61 3 9415 4018 (other countries).

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Peter Mason Chairman

AMP Limited ABN 49 079 354 519

Further details on the reinvestment offer are included in section 6 of the prospectus. In particular, you should read section 6.1.4 for a discussion of the economic considerations of participating in the reinvestment offer and section 6.4 for a description of the risks associated with participating in the reinvestment offer.

Key dates for the reinvestment offer

Key dates for the reinvestment offer
Opening date for the reinvestment offer	14 November 2013
Closing date for the reinvestment offer (5.00pm Sydney time)	9 December 2013
Reinvestment date and payment date for accrued interest amount	18 December 2013
Issue date	18 December 2013
Key dates for AMP Notes 2
Record date for first interest payment	10 March 2014
First interest payment date1	18 March 2014
First date on which AMP may redeem the AMP Notes 2 (at its discretion)2	18 December 2018
Maturity date3	18 December 2023
Key dates for AMP Notes
Step-up date	15 May 2014
Maturity date	1 April 2019

Dates are subject to change

These dates are indicative only and may change without notice. AMP may also withdraw the offer at any time before AMP Notes 2 are issued, at its discretion.

Disclaimer

The offer (including the reinvestment offer) will be made in, or accompanied by, a copy of the prospectus. You should read the prospectus in full before deciding whether to apply for AMP Notes 2. In particular, please consider the investment risks set out in section 5 of the prospectus.

This letter does not constitute an offer of any securities (including AMP Notes 2) for sale or issue. No action has been taken to register or qualify AMP Notes 2 or the offer or to otherwise permit a public offering of AMP Notes 2 outside Australia. In particular, this letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S of the US Securities Act). Any securities described in this letter have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

1 Interest is payable quarterly in arrear, subject to satisfaction of the solvency condition and provided that AMP Notes 2 are still on issue at the time and have not been redeemed earlier or, on account of a non-viability trigger event, converted or written-off.

2 APRA must provide its prior written approval for any such redemption. There can be no certainty that APRA will provide its approval. 3 The face value is repayable subject to satisfaction of the solvency condition and provided that AMP Notes 2 are still on issue at the time and have not been redeemed earlier or, on account of a non-viability trigger event, converted or written-off.