AMP LIMITED — Capital/Financing Update 2021

Dec 23, 2021

ASX RELEASE |[24 December 2021 ]

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PrivateMarketsCo divestment of Infrastructure Debt platform

AMP’s Private Markets business, PrivateMarketsCo, today entered into a binding agreement to sell its Infrastructure Debt platform to Ares Holdings LP, a subsidiary of Ares Management Corporation (“Ares”) (NYSE: ARES), for a total cash consideration of A$428 million.

The agreement follows PrivateMarketsCo’s strategic decision to focus on its key strength of managing equity investments in real estate and infrastructure, while also simplifying its structure and realising significant value from the proposed transaction to support the growth of these businesses.

The transaction follows the update provided at AMP’s Investor Day on 30 November 2021 that strong progress has been made on operationally separating PrivateMarketsCo from AMP. The demerger remains on track to complete in late 1H 22.

This transaction values Infrastructure Debt at approximately A$578 million comprising:

• A$428 million in cash representing:

• A$375 million for the Infrastructure Debt platform including future infrastructure debt funds, and the right to provide management and sub-advisory services to closed funds IDF I – IDF IV

• A$38 million for rights to the carried interest for open infrastructure debt funds

• A$15 million for the purchase of PrivateMarketsCo’s funded sponsor investment in open infrastructure debt funds

• Approximately A$150 million of sponsor investments (A$66 million) and rights to carried interest[1] (A$84 million, subject to performance hurdles being met) in closed infrastructure debt funds IDF II – IDF IV which will be retained by PrivateMarketsCo.

The cash proceeds from the sale will strengthen the capital position of the AMP Group. Separation of the balance sheet and allocations of surplus capital between AMP Limited and PrivateMarketsCo is continuing as part of the demerger preparations, with a further update to be provided closer to the date of the demerger.

In addition, the transaction will cease the future capital requirements for PrivateMarketsCo for the Infrastructure Debt platform.

Shawn Johnson, PrivateMarketsCo Chief Executive commented :

“This transaction provides strong outcomes for both our Infrastructure Debt clients and our shareholders. Infrastructure Debt will further accelerate its growth as part of Ares’ global alternative investment platform, benefitting the clients who have supported it through its early stages under our ownership.

1 Episodic earnings from performance fees / carried interest are uncertain and driven by investment performance.

CORPORATE AFFAIRS T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

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

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“PrivateMarketsCo and AMP will realise significant value from the divestment, as well as retaining our valuable sponsor investments and carried interest in the closed Infrastructure Debt funds. This will provide a strong revenue stream in coming years as we demerge PrivateMarketsCo and accelerate the momentum in our business.

“Our Infrastructure Debt team has been closely involved and are supportive of the transaction and are committed to ensuring clients’ interests are protected. We are working through a swift separation and transition to minimise disruption for clients and our demerger process.

“PrivateMarketsCo’s go-forward business will be focused on our key strength in managing equity investments in real estate and infrastructure with A$44 billion in AUM, and a pipeline for developing new products that meet the needs of our clients.”

The transaction is expected to complete in Q1 2022 and is subject to the transfer of key employees, applicable client and fund financier consents, no material adverse effect occurring and other customary conditions precedent.

On completion, the entire Infrastructure Debt investment strategy, including A$7 billion in invested AUM[2] on behalf of clients globally, and its investment team will transfer to Ares.

About PrivateMarketsCo

PrivateMarketsCo is a global investment manager with approximately A$50 billion in assets under management as of 30 June 2021 and more than 100 investment professionals supporting clients around the world. PrivateMarketsCo has a heritage and strength in real estate and is one of the top 10 infrastructure equity managers globally. To find out more, visit www.privatemarketsco.com.

About Ares Management Corporation

Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, private equity, real estate and infrastructure asset classes. We seek to provide flexible capital to support businesses and create value for our stakeholders and within our communities. By collaborating across our investment groups, we aim to generate consistent and attractive investment returns throughout market cycles. As of September 30, 2021, Ares Management Corporation's global platform had approximately US$282 billion of assets under management, with approximately 2,000 employees operating across North America, Europe, Asia Pacific and the Middle East. For more information, please visit www.aresmgmt.com. Follow Ares on Twitter @Ares_Management.

2 AUM is provided as at 30 June 2021; invested AUM includes advised and managed funds; excludes uncalled commitments

CORPORATE AFFAIRS T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

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

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Media enquiries

Investor enquiries

AMP: Mark Roberts Mobile: +61 466 328 581 PrivateMarketsCo: Lara Evans Mobile: +61 419 226 449

Jason Bounassif Phone: +61 2 9257 9684

Michael Vercoe Phone: +61 2 9257 4244

Authorised for release by the Market Disclosure Committee.

CORPORATE AFFAIRS T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

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

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PRIVATEMARKETSCO STRATEGY UPDATE

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24 December 2021
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P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

CAPITALISING ON KEY STRENGTHS

LEADING PRIVATE MARKETS BUSINESS FOCUSING ON OUR KEY STRENGTH MANAGING EQUITY INVESTMENTS IN REAL ESTATE AND INFRASTRUCTURE

PrivateMarketsCo

• Global real estate and infrastructure platform ~A$44 billion AUM[1]

Real Estate

A$24.7bn Invested AUM[1]

Infrastructure Equity

A$19.0bn Invested AUM[1]

• Over 90 investment professionals focused on asset origination and active asset management

• Over 280 institutional clients located in the largest global markets

New product opportunities

Transaction to accelerate the growth trajectory of the business:

• Capital to support pipeline of new product opportunities

Talented Embedded Strong Focused Cost People & ESG Balance Sheet Management Aligned Rem

• Enhanced ESG focus through focus on active asset management

• Strong balance sheet support post demerger

• Simplified operating model and reduced risk of conflicts

Demerger

• Demerger remaining on track for 1H 22

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1. AUM is provided as at 30 June 2021; invested AUM excluding uncalled commitments, includes JV-related AUM excluding China Life AMP Asset Management Company

P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

TRANSACTION OVERVIEW (1/2)

REALISED VALUE FROM THE TRANSACTION IS A SIGNIFICANT OUTCOME FOR SHAREHOLDERS

Transaction Summary

Total cash consideration for Infrastructure Debt is A$428 million comprising:

• A$375 million for Infrastructure Debt platform, including future fund series, and the right to provide management and sub-advisory services to closed funds IDFI – IDFIV

• A$38 million for rights to the carried interest in open funds

• A$15 million for the purchase of PrivateMarketsCo’s funded sponsor investment in open funds

In addition to cash consideration, PrivateMarketsCo will retain approximately A$150 million of sponsor investments (A$66 million) and rights to carried interest (A$84 million, subject to performance hurdles being met[1] ), in closed infrastructure debt funds IDF II – IDF IV

The transaction will result in ~A$20 million of direct costs for investment and support teams transferring to Ares

~A$35 million of costs currently allocated to Infrastructure Debt will be largely retained by PrivateMarketsCo

• The majority of these costs relate to distribution and corporate services

• Additional capacity created within these teams will be used to support growth opportunities in Infrastructure Equity and Real Estate, including new product development

• Estimates potential future episodic earnings which are uncertain, driven by investment performance, and are subject to performance hurdles being met

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P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

TRANSACTION OVERVIEW (2/2)

Transaction Perimeter

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Funds & Revenues
Management Seed & Sponsor
Open Carried Interest
Funds: Contract Rights Capital
Closed Management Seed & Sponsor
Carried Interest
Funds: Contract Rights Capital
Expenses
Dedicated
Direct Investment Allocated
Costs: Team Operations & Costs [1]
Finance
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In-Scope Financials (A$m)
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	FY 20	1H 21
Base Management & Transaction Revenue Investment & Support Team Remuneration	53 (20)	26 (11)
Perimeter Contribution Margin	33	15
Carried Interest	20	-
Seed & Sponsor Revenue	5	2
Allocated Costs1	(30)	(19)
EBIT Assets Under Management (AUM) (A$b)2	28 7.0	(2) 6.9

Transaction Perimeter

1. Includes allocated distribution expenses and direct team costs not in the perimeter

2. Invested AUM includes advised and managed funds; excludes uncalled commitments

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P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

PRIVATE MARKETS CO OUTLOOK

MAINTAIN MOMENTUM IN GLOBAL DIVERSIFICATION AND DELIVER EFFICIENCIES TO ACHIEVE TARGET EBIT RANGE

Revenue

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Stable revenue from base management fees

Revenue Episodic earnings from transaction fees, performance fees and carried interest

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AUM / Growth
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Fund raising for new product opportunities to offset reduced AUM from infrastructure debt sale and asset divestments in closed end funds

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Cost
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EBIT
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Targeting ~A$275-280m run-rate cost base by FY23[1]

Near-term EBIT margin expected in the 20-25% range longer-term target in the 30-35% range[2]

• A$20-25m reduction in target run-rate costs relative to those presented in the 30 November 2021 Investor Day Presentation (slide 53)

• EBIT margin and run-rate cost guidance excludes the cost of the Management Equity Plan

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P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

IMPORTANT NOTICE

Summary information

This presentation has been prepared by AMP Limited (ABN 49 079 354 519) (“AMP"). It is a presentation of general background information about AMP’s activities current at the date of this presentation, which may be subject to change. The information is in a summary form and does not purport to be complete, comprehensive or to comprise all the information which a securityholder or potential investor in AMP may require in order to determine whether to deal in AMP securities, nor does it contain all the information which would be required in a disclosure document prepared in accordance with the Corporations Act 2001 (Cth) (“Corporations Act”). It is to be read in conjunction with AMP’s other announcements released to the Australian Securities Exchange (available at www.asx.com.au).

Nothing contained in this presentation constitutes financial product, investment, legal, tax or other advice or any recommendation, whether in relation to AMP securities or any fund or product issued by AMP or its related bodies corporate. It does not take into account the investment objectives, financial situation or needs of any particular investor. The appropriateness of the information in this presentation should be considered by you having regard to your own investment objectives, financial situation and needs and with your own professional advice, when deciding if an investment is appropriate. Past performance is not a reliable indicator of future performance. Nothing in this presentation constitutes an offer of any AMP securities or any fund or product issued by AMP or its related bodies corporate.

Forward-looking statement

This presentation contains forward looking statements, including statements regarding the financial condition, results of operations and business of AMP, and the implementation of AMP’s announced strategy. These statements relate to expectations, beliefs, intentions or strategies regarding the future. Forward looking statements may be identified by the use of words like ‘anticipate’, ‘believe’, ‘aim’, ‘target’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘plan’, ‘project’, ‘will’, ‘should’, ‘seek’ and similar expressions.

Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements, as well as statements about market and industry trends, which are based on interpretations of current market conditions. The forward-looking statements reflect views and assumptions with respect to future events as of the date of this presentation. However, they are not guarantees of future performance. They involve known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are beyond the control of AMP and its related bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees, partners, agents, advisers and management, and may involve significant elements of subjective judgement and assumptions as to future events that may or may not be correct. Forwardlooking statements speak only as of the date of this presentation and there can be no assurance that actual outcomes will not differ materially.

No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this presentation. You are cautioned not to place undue reliance on the forward-looking statements, which are based only on information currently available to AMP. Except as required by applicable laws or regulations, AMP does not undertake to publicly update or revise the forward-looking statements or other statements in this presentation, whether as a result of new information or future events or circumstances.

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P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

IMPORTANT NOTICE (CONTINUED)

Financial data

Investors should be aware that certain financial measures included in this presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under Australian Accounting Standards (“AAS”) and International Financial Reporting Standards (“IFRS”). The non-IFRS financial information/non-GAAP financial measures include, amongst others, underlying profit, various regulatory capital measures and key operational metrics. The disclosure of non-GAAP financial measures in the manner included in this presentation may not be permissible in a registration statement under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). Those nonIFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information/non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although AMP believes these non-IFRS financial information/non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this presentation. The financial information in this presentation is presented in an abbreviated form insofar as it does not include all of this presentation and disclosures required by the AAS and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

Financial data and rounding

All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented as at 30 June 2021 unless stated otherwise. A number of figures, amounts, percentages, estimates, calculations of value and other fractions used in the presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

No offer or sale

The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act.

Disclaimer

To the maximum extent permitted by law, AMP and its affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, agents and advisers exclude and expressly disclaim:

• all duty and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any expenses, losses, damage or costs incurred by any person as a result of the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise;

• any obligations or undertaking to release any updates or revisions to the information in this presentation to reflect any change in expectations or assumptions; and

• all liabilities in respect of, and make no representation or warranty, express or implied as to the currency, accuracy, reliability or completeness of information in this presentation or that this presentation contains all material information about AMP or which a prospective investor or purchaser may require in evaluating a possible investment in AMP or acquisition of securities in AMP, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement.

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. AMP may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation. Any further information will be provided subject to the terms and conditions contained in this Important Notice.

Authorised for release by the Market Disclosure Committee

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