AMP LIMITED — Capital/Financing Update 2019

Nov 25, 2019

ASX release

26 November 2019

AMP launches Capital Notes 2 Offer

AMP Limited (AMP) has today announced the launch of the Offer of AMP Capital Notes 2 (“the Offer”).

AMP is seeking to raise A$200 million through the issue of Capital Notes 2, with the ability to raise a higher or lower amount.

The Offer is expected to open on 4 December 2019 and will be made to Eligible Securityholders, Institutional Investors and clients of Syndicate Brokers who satisfy the requirements set out in the Prospectus lodged with the Australian Securities and Investments Commission (ASIC) and ASX today (Prospectus).

Capital Notes 2 are expected to be listed on the Australian Securities Exchange (ASX). Capital Notes 2 are expected to begin trading, initially on a deferred settlement basis, on the ASX on 24 December 2019.

Capital Notes 2 have a Face Value of A$100. The minimum investment is 50 Capital Notes 2 (A$5,000), and in multiples of 10 Capital Notes 2 (A$1,000) thereafter.

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.

The key features of Capital Notes 2 include:

• Capital Notes 2 are new perpetual, convertible, subordinated and unsecured securities being issued by AMP – potential investors should be aware that the Conversion features (other than on account of a NonViability Event) will not apply until Shareholder Approval is obtained (see below);

• Capital Notes 2 are designed to pay discretionary, non-cumulative and quarterly floating rate Distributions (subject to no Payment Condition existing);

• Distributions are expected to be franked at the same rate as dividends on AMP Shares and the cash distribution will be reduced by a factor reflecting the value of any franking credits. The Franking Rate applicable for the first Distribution is expected to be 100%;

• The Distribution Rate will be the sum of the BBSW Rate plus the Margin, multiplied by the Franking Adjustment Factor;

• The Margin will be determined under the Bookbuild, and is expected to be in the range of 4.5000% to 4.7000% per annum;

• The Conversion features of Capital Notes 2 will not apply, other than Conversion on account of a NonViability Event, unless and until Shareholder Approval is obtained. AMP gives no assurance that Shareholder Approval will be obtained and investors will have no remedy if it is not obtained;

• Capital Notes 2 may be Exchanged at AMP’s option on 16 December 2025 or following the occurrence of a Tax Event or Regulatory Event, in each case subject to the prior written approval of APRA (which is at APRA’s discretion and may not be given). Exchange may occur via Conversion, Redemption or Resale or a combination of them, however AMP may not elect Conversion as the Exchange Method unless and until Shareholder Approval is obtained;

• Subject to Shareholder Approval being obtained, Capital Notes 2 will mandatorily Convert into AMP Shares on 16 December 2027 (subject to certain conditions being satisfied). If the Mandatory Conversion Conditions are not satisfied on 16 December 2027, AMP must Convert all Capital Notes 2 on the first

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

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AMP launches Capital Notes 2 Offer...2

Distribution Date after 16 December 2027 for which the Mandatory Conversion Conditions are satisfied. It is possible these conditions may never be satisfied, and in this case the Capital Notes 2 will remain on issue;

• AMP will use reasonable endeavours to obtain Shareholder Approval but gives no assurance it will be obtained, and investors will have no remedy if it is not obtained. Investors should assess Capital Notes 2 on the basis that those features are not operative, unless and until the Shareholder Approval is obtained. AMP will notify Holders by ASX announcement if and when Shareholder Approval is obtained.

• Subject to Shareholder Approval being obtained, AMP must Convert all Capital Notes 2 if an Acquisition Event occurs (subject to certain conditions being satisfied); and

• Some or all Capital Notes 2 will be Converted or Written-off if a Non-Viability Event occurs, in which case Holders of the relevant Capital Notes 2 are likely to suffer a material loss. A Non-Viability Event could be expected to include serious impairment of AMP and AMP Group’s financial position and insolvency. Conversion on account of a Non-Viability Event is not subject to Shareholder Approval having been obtained.

Full details of this opportunity along with the terms of Capital Notes 2 are set out in the Prospectus. Investors should read and consider the Prospectus in full before deciding whether to invest in Capital Notes 2.

Interested investors can access the Prospectus online at ampcapitalnotes2.com.au or by requesting a Prospectus by calling the numbers set out below.

There are risks associated with an investment in Capital Notes 2 and investors should read the Prospectus in full before deciding to invest. AMP strongly recommends that investors seek professional advice which takes into account their particular investment objectives and circumstances from a licensed adviser before deciding whether to invest.

Capital Notes 2 are unsecured and subordinated. They are not deposits or policy liabilities of, or guaranteed by, any member of the AMP Group and are not guaranteed by the government or any other entity.

A replacement Prospectus, containing the Margin and Application Forms, is expected to be available online at ampcapitalnotes2.com.au on 4 December 2019, when the Offer opens.

Anyone wishing to acquire Capital Notes 2 will need to complete the Application Form included in, or accompanying, the replacement Prospectus. The Securityholder Offer is expected to close at 5.00pm (Sydney time) on 18 December 2019 and the Broker Firm Offer is expected to close at 10.00am (Sydney time) on 20 December 2019.

UBS has been appointed as arranger and Joint Lead Manager.

Commonwealth Bank of Australia, Morgans and National Australia Bank have also been appointed Joint Lead Managers.

For more information contact: Capital Notes 2 information line 1300 338 164 (within Australia) +61 3 9415 4018 (outside Australia)

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

AMP Limited ABN 49 079 354 519

AMP launches Capital Notes 2 Offer...3

Media enquiries Investor enquiries Lachlan Johnston Howard Marks +61 466 026 702 +61 2 9257 7109 Rhiannon Hornsey Michael Vercoe +61 428 404 345 +61 2 9257 4244

Further information about the Offer

The Offer comprises:

• a Securityholder Offer to Eligible Securityholders;

• a Broker Firm Offer to Australian resident retail and high-net-worth clients of Syndicate Brokers; and

• an Institutional Offer to certain Institutional Investors invited to bid for Capital Notes 2 under the Bookbuild.

Key dates for the Offer	Date
Record Date for determining Eligible Securityholders (7.00pm Sydney time)	15 November 2019
Lodgement of the Prospectus with ASIC	26 November 2019
Bookbuild	3 December 2019
Announcement of the Margin	3 December 2019
Lodgement of the replacement Prospectus with ASIC	4 December 2019
Opening Date for the Offer	4 December 2019
Closing Date for the Securityholder Offer (5.00pm Sydney time)	18 December 2019
Closing Date for the Broker Firm Offer (10.00am Sydney time)	20 December 2019
Issue Date	23 December 2019
Capital Notes 2 commence trading on ASX (deferred settlement basis)	24 December 2019
Holding statements for Capital Notes 2 dispatched by	30 December 2019
Capital Notes 2 commence trading on ASX (normal settlement basis)	31 December 2019
Shareholder Approval sought	8 May 2020
Key dates for AMP Capital Notes 2	Date
First Distribution Date1	16 March 2020
Optional Exchange Date	16 December 2025
Date on which Mandatory Conversion is expected to occur	16 December 2027

DATES ARE SUBJECT TO CHANGE

These dates are indicative only and may change without notice.

AMP may vary the timetable, including extending any closing date, closing the Offer early without notice or accepting late applications, whether generally or in particular cases, or withdrawing the Offer at any time before Capital Notes 2 are issued, at their discretion.

1 Distributions are scheduled to be paid quarterly in arrear unless and until Capital Notes 2 are Redeemed, Converted or Written-off. Distributions are payable only if AMP decides to pay them and if no Payment Condition exists.

AMP Limited ABN 49 079 354 519

AMP launches Capital Notes 2 Offer...4

DEFINITIONS

Unless otherwise defined, capitalised words used in this announcement have the meanings given to them in the Prospectus.

DISCLAIMER

This announcement does not constitute an offer of any securities (including Capital Notes 2) for sale or issue. No action has been taken to register or qualify Capital Notes 2 or the offer or to otherwise permit a public offering of Capital 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.

AMP Limited ABN 49 079 354 519