AMP LIMITED — Capital/Financing Update 2019

Dec 22, 2019

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	AMP Capital Notes 2, which are perpetual, convertible, subordinated and unsecured notes to be issued by AMP (“Capital Notes 2”). Capital Notes 2 are unsecured notes for the purposes of section 283BH of the Corporations Act 2001(Cth).

2 Number of[+] securities issued or 2,750,000 Capital Notes 2 to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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3 Principal terms of the Please refer to the prospectus lodged with +securities (e.g. if options, ASIC on 4 December 2019 (“ Prospectus ”). exercise price and expiry date; if The terms of Capital Notes 2 (“ Terms ”) are partly paid +securities, the set out in full in Appendix A to the amount outstanding and due Prospectus and in schedule 2 of the trust dates for payment; if +convertible securities, the deed attached to the Appendix 3B lodged with ASX on 26 November 2019. The Terms conversion price and dates for are also summarised in section 2 of the conversion) Prospectus.

• See chapter 19 for defined terms.

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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

No, in a winding-up of AMP, Capital Notes 2 rank ahead of AMP ordinary shares, equally among themselves and other equal ranking instruments (including Capital Notes 1 and AMP Wholesale Capital Notes). If Capital Notes 2 are Converted, Holders will receive AMP ordinary shares and rank equally with other holders of AMP ordinary shares. If, following a Non-Viability Event, Capital Notes 2 are Written-off, Holders will cease to have any rights in respect of those Capital Notes 2 and will lose all of their investment in Capital Notes 2. For more information on the ranking of Capital Notes 2 in a winding-up of AMP, refer to section 1.3 of the Prospectus.

• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

• 5 Issue price or consideration

$100 per Capital Note 2.

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

Capital Notes 2 are being issued as part of the AMP Group's ongoing funding and capital management strategy. The proceeds raised by the issue will be used to meet general funding requirements, including to fund Additional Tier 1 Capital of one or more APRA-regulated entities within the AMP Group.

• 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

No

6b The date the security holder resolution under rule 7.1A was passed

N/A

• See chapter 19 for defined terms.

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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 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.	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	23 December 2019
	Number	+Class

• See chapter 19 for defined terms.

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8 Number and +class of all 3,436,599,241 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in section 2 if applicable) 2,675,000 Capital notes 2,75o,000 Capital Notes 2

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	25,000	AMP Subordinated Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 15 November 2018).
	25,000	AMP Subordinated Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 1 September 2017)
	27,500	AMP Wholesale Capital Notes (as described in the cleansing notice and attached Information Memorandum released to ASX on 27March 2015).

• See chapter 19 for defined terms.

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N/A – refer to Appendix 3B released to ASX on 9 December 2011

Option over unissued ordinary shares in AMP. Under the terms of the Capital Alliance Agreement between AMP Holdings Limited (“AMP Holdings”), AMP Capital Holdings 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.

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a Capital Notes 2 are scheduled to pay trust, distribution policy) on the discretionary, non-cumulative floating rate increased capital (interests) Distributions quarterly in arrears.

For more information relating to Distributions on Capital Notes 2, refer to section 2.1 of the Prospectus.

Part 2 - 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 N/A will 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 N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions 18 Names of countries in which the N/A 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 N/A acceptances or renunciations

• 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 entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

N/A

33 +Issue 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

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 N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A

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)

Number +Class 42 Number and +class of all N/A N/A +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: 23 December 2019 (Company secretary)

Print name: Marissa Bendyk

• See chapter 19 for defined terms.

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== == == == ==

• See chapter 19 for defined terms.

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