AMP LIMITED — Capital/Financing Update 2018

Nov 14, 2018

Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

AMP Limited (“AMP”)

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 (e.g. 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)	AUD-denominated fully paid, floating rate subordinated, unsecured notes (“Subordinated Notes”) of AMP that, in certain circumstances, may be Redeemed, Written-Off or Converted into fully paid ordinary shares of AMP.
	25,000 Subordinated Notes.
	Refer to the Information Memorandum dated 12 November 2018, a copy of which is attached to the cleansing notice released to ASX on 15 November 2018 (“Information Memorandum”). In this document, capitalised terms not otherwise defined have the meanings given to them in the Information Memorandum.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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	Yes, the Subordinated Notes will rank equally with the claims of all Pari Passu Subordinated Creditors, which include the quoted subordinated AMP Notes 2 issued on 6 November 2013 (ASX: AMPHA), and the unquoted Subordinated Notes issued by AMP on 1 September 2017. On a winding up of AMP, the Subordinated Notes will rank behind the claims of Senior Creditors of AMP, equally among themselves and with the claims of all Pari Passu Subordinated Creditors and ahead of claims of Junior Subordinated Creditors. If the Australian Prudential Regulation Authority (“APRA”) determines that a Non-Viability Trigger Event has occurred in relation to AMP, all (or, in certain circumstances, some) of the Subordinated Notes must be immediately Converted into fully paid ordinary shares in AMP (or, if Conversion cannot be effected for any reason within 5 Business Days, the Subordinated Notes will be Written-Off). Any ordinary shares issued to holders on Conversion of Subordinated Notes will be fully paid and rank equally with ordinary shares already on issue in all respects from the date of issue. For further details, refer to the Information Memorandum.
	AUD10,000 per Subordinated Note, provided that Subordinated Notes may only be issued or transferred for a minimum consideration of AUD500,000 or in other circumstances such that no disclosure to investors is required under Part 6D.2 or Part 7 of the Corporations Act 2001 (Cth). The Subordinated Notes are not transferrable to “retail clients” as defined in section 761G of the Corporations Act.

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	AMP expects to use all or a substantial portion of the net proceeds of the issue of Subordinated Notes to fund or support the funding of Tier 2 Capital (as described in the prudential standards issued by APRA) of a Regulated Entity within the AMP Group.
	No
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Not applicable	Not applicable
	15 November 2018.
	Number		+Class
	2,937,428,336 3,250,000 2,675,000		Fully paid ordinary shares AMP Notes 2 AMP Capital Notes
	Number	+Class
	25,000 25,000 27,500 Not applicable – refer to the Appendix 3B released to ASX on 9 December	AMP Subordinated Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 15 November 2018). AMP Subordinated Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 1 September 2017). AMP Wholesale Capital Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 27 March 2015). Option over unissued ordinary shares in AMP. Under the terms of the Capital Alliance Agreement between AMP Holdings Limited (“AMP Holdings”), AMPCapital Holdings

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	2011.	Limited (“AMPCH”) and Mitsubishi UFJ Trust and Banking Corporation (“MUTB”) (“Agreement”), MUTB has an option to require AMP to purchase its interest in AMPCH (and AMP Holdings has a corresponding option to require MUTB to sell its interest in AMPCH to AMP in certain circumstances) (“Options”). As consideration for the acquisition of AMPCH shares which will result from the exercise of either Option, and pursuant to a separate undertaking given by AMP in favour of MUTB, AMP is required to issue ordinary shares in AMP to MUTB (or its nominee), as described in the Appendix 3B released on 9 December 2011.
	The Subordinated Notes are scheduled to pay interest on 15 February, 15 May, 15 August and 15 November each year and on the Maturity Date or a Redemption Date, with the first Interest Payment Date being 15 February 2019. The Interest Rate for the Subordinated Notes is equal to the Market Rate plus a Margin of 2.75% per annum. Refer to the Information Memorandum for further details. AMP’s dividend policy in respect of ordinary shares is unchanged.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 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 offer 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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 offer documents 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 entitlementsin fullthrough a broker? 31 How do security holders sellpart of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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32 How do security holders dispose Not applicable of their entitlements (except by sale through a broker)? 33 +Issue date Not applicable

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

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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable +quotation is sought 39 +Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in Not applicable all respects from the[+] issue date 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 Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all Not applicable Not applicable +securities quoted on ASX (including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 is not available now, we 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.

Sign here: Date: 15 November 2018

Print name: Vicki Vordis Company secretary

• See chapter 19 for defined terms.

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