AMP LIMITED - Capital/Financing Update 2022

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ASX RELEASE | 7 October 2022

Manager ASX Market Announcements Australian Securities Exchange Level 4, 20 Bridge Street Sydney NSW 2000

AMP Limited (“AMP”) and AMP Bank Limited (“AMP Bank”) – issue of A$200,000,000 Floating Rate Notes due 2032 (“Notes”)

Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth) (“Act”) as notionally inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71 (“Instrument”)

AMP Bank will today issue the Notes. Offers of the Notes do not require disclosure to investors under Part 6D.2 of the Act.
The terms and conditions of the Notes are described on pages 56 to 95 of the Schedule to this notice.
AMP Bank intends to use all or a substantial portion of the proceeds of the Notes to fund Tier 2 Capital (as described in the prudential standards issued by the Australian Prudential Regulation Authority (“APRA”)).
Notes may Convert into AMP Ordinary Shares on the occurrence of a Non-Viability Trigger Event. The number of AMP Ordinary Shares issued on Conversion is variable, but is limited to the Maximum Conversion Number. The Maximum Conversion Number is 43,478.2609 AMP Ordinary Shares per Note, based on the Issue Date VWAP of $1.15.
In order to enable AMP Ordinary Shares issued on Conversion to be sold without disclosure under Chapter 6D.2 of the Act, AMP and AMP Bank have elected to give this notice (including the Schedule) under section 708A(12H)(e) of the Act as notionally inserted by the Instrument. The Schedule forms part of this notice.
AMP and AMP Bank confirm that:
(a) Notes will be issued without disclosure to investors under Part 6D.2 of the Act;
(b) the information (including the Schedule) in this notice remains current as at today’s date; and

(c) this notice (including the Schedule) complies with section 708A of the Act, as notionally modified by the Instrument.

Unless otherwise defined, capitalised expressions used in this notice have the meanings given to them in the Schedule.

This notice (including the Schedule) is not a prospectus under the Act. Notes are only intended for wholesale investors.

AMP LIMITED

CORPORATE AFFAIRS T 02 9257 6127 E [email protected] W AMP.com.au/media AMP_AU

50 Bridge Street, Sydney NSW 2000 Australia ABN 49 079 354 519

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SCHEDULE TO CLEANSING NOTICE DATED 7 OCTOBER 2022

Media enquiries Investor enquiries Brett Zarb Jason Bounassif Mobile: +61 417 256 563 Phone: +61 2 9257 9684 Mark Roberts Richard Nelson Mobile: +61 466 328 581 Mobile: +61 455 088 099

Authorised for release by the Market Disclosure Committee

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

IMPORTANT NOTICE

NOT FOR DISTRIBUTION INTO THE UNITED STATES TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATED.

IMPORTANT: You must read the following before continuing . The following applies to the Information Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES (" U.S. ") OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) (“ REGULATION S ”), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Confirmation of your Representation : In order to be eligible to view the Information Memorandum or make an investment decision with respect to the securities described herein, investors must not be in the United States (“ U.S. ”) and must not be a U.S. person or acting for the account or benefit of a U.S. person (within the meaning of Regulation S). The Information Memorandum is being sent at your request and by your acceptance of the e-mail attaching the Information Memorandum and accessing the Information Memorandum, you shall represent to AMP Bank Limited (ABN 15 081 596 009) (the “ Issuer ”), Barrenjoey Markets Pty Limited, National Australia Bank Limited, UBS AG, Australia Branch and Westpac Banking Corporation (together, the " Joint Lead Managers ") that you are not in the U.S. or a U.S. person or acting for the account or benefit of a U.S. person, your stated electronic mail address to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such Information Memorandum by electronic transmission.

The securities described herein are complex financial instruments and are not a suitable or appropriate investment for all investors and should not be promoted, offered, distributed and/or sold to retail investors. By your acceptance of the e-mail attaching the Information Memorandum and accessing the Information Memorandum you shall represent, warrant, agree with and undertake to the Issuer and the Joint Lead Managers that you have complied and will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area (“ EEA ”)) relating to the promotion, offering, distribution and/or sale of the securities described herein (including without limitation the European Union’s Regulation (EU) 2017/1129 (the “ Prospectus Regulation ”) as implemented in each member state of the EEA) and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the securities described herein by investors in any relevant jurisdiction. If you are acting as agent on behalf of a disclosed or undisclosed client the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both you and your underlying client.

PRIIPs Regulation / Prohibition of sales to EEA retail investors – The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “ MiFID II ”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID2; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “ PRIIPs Regulation ”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

UK PRIIPs Regulation / Prohibition of sales to UK retail investors – The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“ UK ”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it

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forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“ EUWA ”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (“ FSMA ”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “ UK PRIIPs Regulation ”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notification under section 309B of the Securities and Futures Act 2001 of Singapore - In connection with Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition) (Chapter 289) of Singapore (“ SFA ”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (“ CMP Regulations 2018 ”), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (“ MAS ”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

No retail product distribution conduct . This Information Memorandum and the Notes are not for distribution to any person in Australia who is a retail client for the purposes of section 761G of the Corporations Act 2001 (Cth) (“ Corporations Act ”). No target market determination has been or will be made for the purposes of Part 7.8A of the Corporations Act.

You are reminded that the Information Memorandum has been delivered to you on the basis that you are a person into whose possession the Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Information Memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction.

The Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Joint Lead Managers or the Registrar, nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any such alteration or change from the original Information Memorandum.

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Information Memorandum for the issue of A$200,000,000 Floating Rate Notes due 2032

Issuer

AMP Bank Limited

(ABN 15 081 596 009)

Arrangers

Barrenjoey Markets Pty Limited

(ABN 66 636 976 059)

UBS AG, Australia Branch

(ABN 47 088 129 613)

Joint Lead Managers

Barrenjoey Markets Pty Limited

(ABN 66 636 976 059)

National Australia Bank Limited

(ABN 12 004 044 937)

UBS AG, Australia Branch

(ABN 47 088 129 613)

Westpac Banking Corporation

(ABN 33 007 457 141)

5 October 2022

Contents
	Page
Important Notice	5
Summary	13
Description of the Issuer and the AMP group	25
Risks	30
Terms of the Notes	56
Subscription and Sale	96
Australian Taxation	102
U.S. Foreign Account Tax Compliance Act and OECD Common Reporting Standard	108
Additional Information	109
Directory	111

Important Notice

Introduction

This Information Memorandum relates to the offer by AMP Bank Limited (ABN 15 081 596 009) (the “ Issuer ”) of A$200,000,000 Floating Rate Notes due 2032 (the “ Notes ”) (with the ability to raise a higher or lower amount) as described in this Information Memorandum. The Notes are direct, unsecured, subordinated debt obligations of the Issuer.

The Issuer is a wholly-owned indirect subsidiary of AMP Limited (ABN 49 079 354 519) (“ AMPL ”).

The Notes are being issued as part of the Issuer’s ongoing funding and capital management strategy and for general corporate purposes.

The Notes will be constituted by the Subordinated Note Deed Poll made by the Issuer and AMPL dated on or about 5 October 2022 (“ Deed Poll ”).

Capitalised expressions which are not otherwise defined in this Information Memorandum have the meanings given in clause 15.2 of the applicable terms of the Notes (“ Terms ”) each of which are set out in the section entitled “Terms of the Notes” below.

The Terms are complex and include features to comply with the requirements of the Australian Prudential Regulation Authority (“APRA”) for capital instruments. The Notes are being issued and sold solely to Professional or Sophisticated Investors (as defined below) who have the skill and experience necessary to make their own investigations and analysis of the risks involved in investments in instruments of that kind and of the Issuer without the need for disclosure to investors under the Corporations Act 2001 (Cth) (“Corporations Act”). They may not be suitable for all investors and any potential investor should consider the suitability of the investment in its own circumstances. In particular, if a Non-Viability Trigger Event occurs, the Notes may be required to be Converted to AMPL Ordinary Shares or, if Conversion does not occur as required within 5 Business Days of the date of the Non-Viability Trigger Event, Written-off. If in any doubt, contact your professional adviser.

Notes are not:

deposits or policy liabilities of the Issuer, AMPL or any other member of the AMP group;
protected accounts for the purposes of the depositor protection provisions of the Banking Act or of the financial claims scheme established under the Banking Act;
guaranteed or insured by the Australian Government, or under any compensation scheme of the Australian Government, or by any other government, under any other compensation scheme or by any government agency or any other party; or
secured over any of the Issuer’s, AMPL’s or any member of the AMP group’s, assets.

The Issuer has no obligations in respect of the Notes other than as expressly set out in the Terms. Neither the Issuer, AMPL nor any other member of the AMP group guarantees the investment performance of the Notes.

The Issuer’s responsibility

This Information Memorandum has been prepared by, and issued with the authority of, the Issuer. The Issuer accepts responsibility for the information contained in this Information Memorandum, other than the information provided by the Joint Lead Managers and the Registrar (each as described in the section entitled “Summary” below) in relation to their respective contact details (if applicable) set out in the section entitled “Directory” below.

Terms

This Information Memorandum summarises information regarding the issue of Notes in uncertificated registered form in the wholesale debt capital markets in Australia. The Terms are included in this Information Memorandum in the section entitled “Terms of the Notes” below.

The liabilities which are preferred by law to the claim of a holder in respect of a Note may be substantial and the Terms do not limit the amount of such liabilities which may be incurred or assumed by the Issuer from time to time.

Documents incorporated by reference

This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to “ Information Memorandum ” are to this Information Memorandum and any other document incorporated by reference and to any of them individually.

The following documents are incorporated in, and taken to form part of, this Information Memorandum:

the published financial report of each of the Issuer and AMPL for the half year ended 30 June 2022; and
the published financial report of each of the Issuer and AMPL for each of the full year periods ended 31 December 2021 and 31 December 2020; and
all amendments and supplements to this Information Memorandum prepared and issued by the Issuer from time to time.

Any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of, this Information Memorandum, shall be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement.

Except as provided above, no other information, including information on www.amp.com.au or in any document incorporated by reference in any of the documents described above, is incorporated by reference into this Information Memorandum.

Copies of documents incorporated by reference in this Information Memorandum may be obtained from the Issuer and the Registrar (each as defined in the section entitled “Summary” below) on request, including from their respective offices at the addresses set out in the section entitled “Directory” below.

When deciding whether or not to subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any Notes, investors should:

review, amongst other things, the documents which are incorporated by reference in this Information Memorandum; and
have regard to the information lodged by AMPL with ASX including in compliance with its continuous and periodic disclosure obligations (made available at www.asx.com.au), including announcements which may be made by AMPL after release of this Information Memorandum.

No independent verification

The only role of the Joint Lead Managers in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective details in the sections entitled “Summary” and “Directory” below are accurate as at the Preparation Date (as defined below).

Apart from the foregoing, none of the Registrar or the Joint Lead Managers, nor their respective branches or related bodies corporate, has independently verified the information contained in this

Information Memorandum.

Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by any of them as to the accuracy, completeness or currency of this Information Memorandum (except for confirming their respective contact details in the section entitled “Directory” below) or any further information supplied by the Issuer in connection with the Notes. Each of them expressly disclaims any duty to potential investors in respect of such matters.

The Joint Lead Managers, and their respective branches and related bodies corporate, expressly do not undertake to review the financial condition or affairs of the Issuer or any of its affiliates at any time or to advise any holder of a Note of any information coming to their attention with respect to the Issuer. Neither the Joint Lead Managers, nor any of their branches or related bodies corporate, make any representation as to the performance of the Issuer, its maintenance of capital or any particular rate of return on the Notes, nor do the Joint Lead Managers or any of their branches or related bodies corporate guarantee the repayment of capital invested in the Notes.

No offer

This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to subscribe for, purchase or otherwise deal in any Notes. Nor is this Information Memorandum intended to be used for the purpose of offers or invitations to subscribe for, purchase or otherwise deal in any Notes.

Restricted to professional and sophisticated investors

Notes may only be subscribed for, purchased by or otherwise dealt in by professional or sophisticated investors who meet the requirements set out in sections 708(8), (10) and (11) of the Corporations Act (“ Professional or Sophisticated Investors ”) (see “Subscription and Sale” below). This Information Memorandum is not intended for and should not be distributed to any person other than such Professional or Sophisticated Investors (including to any person that is a ‘retail client’ as defined in section 761G of the Corporations Act). Its contents may not be reproduced or used in whole or in part for any purpose other than in connection with the issue or sale of the Notes in accordance with this Information Memorandum, nor furnished to any other person without the express written permission of the Issuer.

Transaction documents should be reviewed by potential investors

The key documents relating to the Notes are the Terms, the Deed Poll, the ASX Austraclear Registry and IPA Services Agreement dated 30 June 2009 (“ Registry Agreement ”), the Implementation Deed dated on or about 5 October 2022 (“ Implementation Deed ”) and the constitution of AMPL (which describes the rights and liabilities of holders of the AMPL Ordinary Shares) (together, the “ Available Documents ”). The Available Documents should be reviewed by any intending purchaser. If there is any inconsistency between this Information Memorandum and the Available Documents, the Available Documents should be regarded as containing the definitive information. A copy of the Available Documents may be viewed by intending purchasers at the offices of the Issuer referred to in the section entitled Directory at the back of this Information Memorandum. The Issuer will not be obliged to provide a copy of any Available Document unless it is satisfied that the person requesting the document is either a current Holder or a genuine prospective holder of Notes.

Selling restrictions and no disclosure

Neither this Information Memorandum nor any other disclosure document (as defined in the Corporations Act) in relation to the Notes has been, or will be, lodged with the Australian Securities and Investments Commission (“ ASIC ”) or any other government agency. This Information Memorandum is not a prospectus or other disclosure document for the purposes of the Corporations Act. No action has been taken which would permit an offering of the Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act. The distribution and use of this Information Memorandum, including any advertisement or other offering material, and the offer or sale of Notes, may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about those laws and observe any such restrictions.

Persons into whose possession this Information Memorandum or any Notes come must inform

themselves about, and observe, any such restrictions, including those set forth in the section entitled “Subscription and Sale”.

This Information Memorandum does not constitute an offer of Notes in any jurisdiction in which it would be unlawful. This Information Memorandum and any other offering materials may not be distributed to any person, and the Notes may not be offered or sold, in any jurisdiction except to the extent contemplated in the section entitled “Subscription and Sale”. In particular, no action has been taken by the Issuer or the Joint Lead Managers which would permit a public offering of any Notes or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required.

A person may not (directly or indirectly) offer for subscription or purchase, or issue an invitation to subscribe for or buy Notes, nor distribute or publish this Information Memorandum or any other offering material or advertisement relating to the Notes, except if the offer or invitation, or distribution or publication, complies with all applicable laws, regulations and directives.

In addition, as the Notes may be Converted into AMPL Ordinary Shares, ownership of the Notes and Conversion of the Notes held by any investor will be subject to laws restricting the ownership or acquisition of AMPL Ordinary Shares or rights to acquire AMPL Ordinary Shares. These laws include the Corporations Act , the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Competition and Consumer Act 2010 (Cth) and the Financial Sector (Shareholdings) Act 1998 (Cth). Prospective investors in the Notes must inform themselves of, and observe, such laws.

No registration in the United States

Neither the Notes nor the AMPL Ordinary Shares have been, nor will they be, registered under the United States Securities Act of 1933, as amended (“ Securities Act ”). The Notes may not be offered, sold, delivered or transferred, at any time, within the United States, its territories or possessions or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“ Regulation S ”)) except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

Intending purchasers to make independent investment decision and obtain tax advice

This Information Memorandum contains only summary information concerning the Issuer and the Notes. The information contained in this Information Memorandum is not intended to provide the basis of any credit or other evaluation in respect of the Issuer or any Notes and should not be considered or relied upon as a recommendation or a statement of opinion, or a report of either of those things, by any of the Issuer or the Joint Lead Managers, or their respective branches or related bodies corporate, that any recipient of this Information Memorandum should subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any Notes. Furthermore, this Information Memorandum contains only general information and does not take into account the objectives, financial situation or needs of any potential investor.

Each investor contemplating subscribing for, purchasing or otherwise dealing in any Notes or any rights in respect of any Notes should:

make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the terms and conditions of the Notes and the rights and obligations attaching to the Notes and AMPL Ordinary Shares and of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer;
determine for itself the relevance of the information contained in this Information Memorandum;
consult its own tax advisers concerning the application of any tax laws applicable to its particular situation and consult other appropriate advisers in respect of any other matters upon which it requires advice; and
base its investment decision solely upon its own independent assessment and such investigation and consultation with advisers and such other investigations as it considers appropriate or necessary.

No advice is given in respect of the legal, regulatory or taxation treatment of investors or purchasers or any other matter in connection with an investment in any Notes or rights in respect of them and each investor is advised to consult its own professional adviser.

None of the Joint Lead Managers nor their respective branches or related bodies corporate, and/or their directors, officers, employees or clients act as the adviser of or owe any fiduciary or other duties to any recipient of this Information Memorandum in connection with the Notes and/or any related transaction (including, without limitation, in respect of the preparation and due execution of the transaction documents and the power, capacity or authorisation of any other party to enter into and execute the transaction documents). No reliance may be placed on any of the Joint Lead Managers for financial, legal, taxation, accounting or investment advice or recommendations of any sort.

The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Information Memorandum, including any information incorporated by reference or any further information supplied by the Issuer in connection with the Notes.

Persons contemplating purchasing the Notes should make their own decision as to the sufficiency and relevance for their purpose of the information contained in this Information Memorandum and any other offering documentation in respect of the Notes, undertake their own independent investigation of the appropriateness of Notes for them taking into account their financial and taxation circumstances, investment objectives and particular needs and take all appropriate advice from qualified professional persons as they deem necessary. Any investment decision should rely on that investigation and appraisal and not on this Information Memorandum.

No authorisation

No person has been authorised to give any information or make any representations not contained in or consistent with this Information Memorandum in connection with the Issuer or the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers.

Distribution arrangements

The Issuer has agreed to pay each Joint Lead Manager a fee in respect of the Notes subscribed by it, and to reimburse and/or indemnify the Joint Lead Managers for certain expenses incurred in connection with the offer and sale of Notes and will reimburse and/or indemnify the Joint Lead Managers against certain losses and liabilities in connection with the offer and sale of Notes.

The distribution of this Information Memorandum and documents which are deemed to be incorporated by reference in this Information Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer or the Joint Lead Managers, nor their respective branches or related bodies corporate, represents that this Information Memorandum or any such document may be lawfully distributed, or that any Notes may be offered, in compliance with the laws of any applicable jurisdiction or other requirements in any such jurisdiction, or under an exemption available in that jurisdiction, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers nor their respective branches or related bodies corporate, which would permit a public offering of any Notes or distribution of this Information Memorandum or any such document in any jurisdiction where action for that purpose is required.

Disclosure of interests

The Issuer and the Joint Lead Managers, and their respective branches, related bodies corporate, affiliates, directors and employees (each a “ Relevant Entity ”) are involved in a wide range of financial services and businesses including securities trading and brokerage activities and providing commercial and investment banking, investment management, corporate finance, credit and derivative, trading and research products and services, out of which conflicting interests or duties may arise. In the ordinary course of these activities, the Relevant Entities may from time to time:

(a) be a Holder or have pecuniary or other interests in the Notes or may also have interests pursuant to other arrangements;

(b) may receive fees, brokerage and commissions and may act as a principal in dealings in the Notes; and
(c) be involved in a broad range of transactions including, without limitation, dealing in financial products, credit, derivative and liquidity transactions, investment management, corporate and corporate advisory and research in various capacities in respect of the Notes, the Issuer or any other member of the AMP group, both on its own account and for the account of other persons; and
(d) at any time hold long or short positions in the Notes, security interests over and may otherwise originate, hedge, enforce or effect transactions for its own account or the accounts of investors or any other party that may be involved in the issue of Notes.
Prospective investors should be aware that:
(a) each Relevant Entity in the course of its business (including in respect of interests described ) may act independently of any other Relevant Entity and any Holder;
(b) to the maximum extent permitted by applicable law, no Relevant Entity has any advisory or fiduciary duty to any person in respect of the Notes;
(c) a Relevant Entity may have or come into possession of information not contained in this Information Memorandum that may be relevant to any decision by a potential investor to acquire the Notes and which may or may not be publicly available to potential investors (“ Relevant Information ”);
(d) to the maximum extent permitted by applicable law, no Relevant Entity is under any obligation to disclose any Relevant Information to any other Relevant Entity, to the Issuer, to any Holder or to any potential investor and this Information Memorandum and any subsequent conduct by a Relevant Entity should not be construed as implying that the Relevant Entity is not in possession of such Relevant Information;
(e) each Relevant Entity may have various potential and actual conflicts of interest arising in the ordinary course of its business, including in respect of the interests described above. For example, a Relevant Entity’s dealings with respect to a Note or a member of the AMP group, or the exercise of a Relevant Entity’s rights under the Subscription Agreement may affect the value of a Note. These interests may conflict with the interests of a Holder and a Holder may suffer loss as a result. To the maximum extent permitted by applicable law, a Relevant Entity is not restricted from entering into, performing or enforcing the interests described above and may otherwise continue or take steps to further or protect any of those interests and its business even where to do so may be in conflict with the interests of a Holder, and the Relevant Entities may in so doing act without notice to, and without regard to, the interests of any such person.

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Currencies

In this Information Memorandum references to “ A$ ” or “ Australian dollars ” are to the lawful currency of the Commonwealth of Australia.

Currency of information

The information contained in this Information Memorandum is prepared as of its Preparation Date (as defined below). Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information contained in it is correct at any time subsequent to the Preparation Date or that any other information supplied in connection with the issue of the Notes is correct as of any time subsequent to the Preparation Date or that there has been no change (adverse or otherwise) in the financial condition, affairs or creditworthiness of the Issuer at any time subsequent to the Preparation Date.

In this Information Memorandum, “ Preparation Date ” means:

in relation to this Information Memorandum, the date indicated on its face or, if this Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement;
in relation to financial reports incorporated by reference in this Information Memorandum, the date up to or as at the date on which such accounts relate; and
in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release or effectiveness.

Forward-looking statements

This Information Memorandum contains forward-looking statements including, without limitation, words and expressions such as ‘expect’, ‘believe’, ‘plan’, ‘intend’, ‘estimate’, ‘project’, ‘anticipate’, ‘may’, ‘will’, ‘would’, ‘could’ or similar words or statements (however, these words are not the exclusive means of identifying forward looking statements). In particular, the “Description of the Issuer” and “Risk Factors” sections in this Information Memorandum, contain statements in relation to future events, the Issuer’s and AMP group’s prospects, expected financial condition, business strategies, the future developments of the operations of the AMP group and industry and the future development of the general economy.

These statements are based on a range of assumptions including assumptions regarding AMP group present and future business strategy and the environment in which it expects to operate in the future. These matters and future results could differ materially from those expressed or implied by these forward-looking statements and although these forward-looking statements reflect its current view of future events, they are not a guarantee of future performance or other matters. In addition, AMP group’s future performance may be affected by various factors and risks. Should one or more risks or uncertainties materialise, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Prospective investors should therefore not place undue reliance on any of these forward-looking statements.

In this Information Memorandum, statements of, or references to, intentions of the Issuer, or those of its directors are made as at the relevant Preparation Date. Any such intentions may change in light of future developments.

The Issuer expressly disclaims any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer’s expectations with regard thereto or any change in events, conditions, assumptions or circumstances on which any such statement was based or any change in the intentions of the Issuer or its directors.

References to website addresses

Any website addresses provided in this Information Memorandum are for reference only and the

content of any such internet site is not incorporated by reference into, and does not form part of, this Information Memorandum (unless as expressly provided in this Information Memorandum).

Summary

The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation to the Notes, in conjunction with the Deed Poll (as defined below) and the Terms. Capitalised expressions in this section which are not otherwise defined have the meanings given in clause 15.2 of the Terms.

Issuer:	AMP Bank Limited (ABN 15 081 596 009)
Arrangers:	Barrenjoey Markets Pty Limited (ABN 66 636 976 059)
	UBS AG, Australia Branch (ABN 47 088 129 613)
Joint Lead	Barrenjoey Markets Pty Limited (ABN 66 636 976 059)
Managers:	National Australia Bank Limited (ABN 12 004 044 937)
	UBS AG, Australia Branch (ABN 47 088 129 613)
	Westpac Banking Corporation (ABN 33 007 457 141)
Registrar:	Austraclear Services Limited (ABN 28 003 284 419) or any other person
	appointed by the Issuer to maintain the Register and perform any payment and
	other duties as specified in that agreement.
Reason for Issue	The Notes will constitute regulatory capital of the Issuer which satisfies APRA’s
of Notes:	regulatory capital requirements for Tier 2 Capital. The Notes and the Issuer’s
	other regulatory capital provide a buffer which protects Senior Creditors
	against losses that may be incurred by the Issuer.
Issue Date:	7 October 2022
Maturity Date:	7 October 2032 or if that day is not a Business Day, the preceding Business
	Day.
Conversion Date:	The date on which a Non-Viability Trigger Event occurs (if Conversion of the
	Notes is required on that date).
Form of Notes:	Direct, unsecured and subordinated debt obligations of the Issuer. Notes will
	take the form of entries in a register. No certificate will be issued unless the
	Issuer determines that certificates should be available or are required by any
	applicable law.
Face Value and	Notes will be issued with a Face Value and Issue Price of A$10,000 per Note
denomination:	and in denominations of A$10,000 per Note.
Subordinated	Holders of Notes will have the benefit of a deed poll made by the Issuer and
Note Deed Poll:	AMPL on or around the Issue Date (“Deed Poll”) in relation to the Notes held
	by them.
Title:	Entries in the Register in relation to a Note constitute conclusive evidence that
	the person so entered is the absolute owner of the Note subject to correction
	for fraud or error.
Status and	In a Winding-Up of the Issuer in Australia, the Notes rank:
Ranking of the Notes:	(a) prior to the obligations of the Issuer in respect of Junior Ranking Instruments;
	(b) equally without any preference among themselves;
	(c) equally with the claims of all Equal Ranking Instruments; and
	(d) behind the claims of Senior Creditors.

The claims of Holders against the Issuer in respect of Notes will, in a WindingUp of the Issuer in Australia, be subordinated in right of payment to the claims of all Senior Creditors of the Issuer, in that:

(a) all claims of Senior Creditors must be paid in full before the Holder’s claim is paid;
(b) until the Senior Creditors have been paid in full, the Holder must not claim in the Winding-Up in competition with the Senior Creditors so as to diminish any distribution, dividend or payment which, but for that claim, the Senior Creditors would have been entitled to receive; and
(c) if, notwithstanding this paragraph, the Holder of a Note receives an amount or asset on account of its claim in the Winding-Up in connection with such Note which is in excess of its entitlement under this paragraph, such excess amount or asset will be paid or delivered to the liquidator.

Interest Payment Dates:

Interest Period:

Interest Rate

Quarterly in arrear on 7 January, 7 April, 7 July and 7 October of each year, as adjusted by the Business Day Convention, commencing on 7 January 2023. Payment of Interest is subject to the Solvency Condition (see below).

Each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date provided that the first Interest Period commences on (and includes) the Issue Date and the final Interest Period ends on (but excludes) the Maturity Date or the Redemption Date.

The sum of (i) the Reference Rate applicable to the relevant Interest Period and (ii) the Margin.

where:

Reference Rate means, for an Interest Period, BBSW, or if the Issuer determines that a “Reference Rate Disruption Event” has occurred, the Issuer may select an alternative reference rate that it may determine and make such adjustments to the Terms as it determines are reasonably necessary to calculate Interest in accordance with such alternative reference rate (subject, in each case, to APRA’s prior written approval). Broadly, a “Reference Rate Disruption Event” occurs where in the Issuer's opinion, BBSW has been discontinued or has ceased to be generally accepted in the Australian market for securities such as the Notes. The Issuer is required to act in good faith and in a commercially reasonable manner in selecting an alternative rate and making related adjustments to the Terms, and may consult with sources that it considers appropriate, but may otherwise exercise its discretion (subject, in all cases, to APRA's prior written approval);

BBSW means, for an Interest Period, the rate (expressed as a percentage per annum) designated “BBSW” in respect of prime bank eligible securities having a tenor closest to the Interest Period which rate ASX (or its successor as administrator of that rate) publishes through information vendors at approximately 10:30am (Sydney time) (or such other time at which such rate is accustomed to be so published) on the Determination Date. If the Issuer determines that such rate (expressed as a percentage per annum) as is described immediately above:

(a) is not published by midday (or such other time that the Issuer considers appropriate on that day); or

(b) is published, but is affected by an obvious error,

the rate will be such other rate (expressed as a percentage per annum) that the Issuer determines as appropriate having regard to comparable indices then available;

Determination Date means the first day of the Interest Period; and

Margin means 4.65% per annum.

Holders should note that APRA’s approval may not be given for any alternative Reference Rate it considers to have the effect of increasing the Interest Rate contrary to applicable prudential standards.

Day Count Fraction:

Solvency Condition :

For any Interest Period or other period, the actual number of days in the relevant period (from and including the first day of such period to but excluding the last day of such period) divided by 365.

When the Issuer is not in a Winding-Up in Australia:

(a) no amount is due and payable by the Issuer in respect of the Notes unless, at the time of, and immediately after, the payment, the Issuer is Solvent (“ Solvency Condition ”). A certificate signed by two directors or a director and a secretary of the Issuer is sufficient evidence as to whether or not the Issuer is Solvent unless it is proved to be incorrect;
(b) if all or any part of an amount that otherwise would be due and payable under the Terms is not due and payable because at the time of, and immediately after, the payment the Issuer would not be Solvent then, subject to accumulation of interest in accordance with clause 3.4 of the Terms, Holders have no claim or entitlement in respect of such non-payment and such non-payment does not constitute an Event of Default; and
(c) any amount not paid on account of the Solvency Condition remains a debt owing to the Holder of the Note by the Issuer until it is paid and will be payable on the first date on which payment can be made in compliance with the Solvency Condition.

Redemption of Notes on Maturity Date :

Early Redemption of Notes :

Unless previously Redeemed in full, Converted in full, Written-off in full or otherwise cancelled in full, the Issuer shall Redeem each Note on the Maturity Date by payment of its Redemption Price.

Unless previously Redeemed in full, Converted in full, Written-off in full or otherwise cancelled in full, with the prior written approval of APRA, the Issuer may Redeem:

(a) all or some of the Notes on 7 October 2027 and on any Interest Payment Date thereafter up to but excluding the Maturity Date (each an “ Optional Redemption Date ”); and
(b) all or some of the Notes following the occurrence of a Tax Event or a Regulatory Event,

in each case by payment of the Redemption Price in respect of each Note Redeemed. The Issuer may only elect to redeem Notes early, and the Issuer or any of its Related Entities may only elect to purchase Notes, if either:

(a) the Notes to be redeemed or repurchased are replaced (concurrently with the redemption or repurchase or beforehand) with a capital instrument of the same or better quality, and the replacement or repurchase of those Notes is done under conditions which are sustainable for the income capacity of the Issuer; or
(b) the Issuer obtains confirmation from APRA that APRA is satisfied that the capital position of the Issuer will be sufficient after the Notes are Redeemed or repurchased.

Notes will not be Redeemed if on the Redemption Date the Solvency Condition is not satisfied or if on or before that date Notes have been Converted or Written-off on account of a Non-Viability Trigger Event.

Holders should not expect that APRA’s approval will be given for any early Redemption or purchase of the Notes.

Tax and Regulatory Events :

Tax Event means the receipt by the Issuer of an opinion of reputable tax counsel or advisers in Australia to the effect that, as a result of the introduction of, or amendment or clarification to, or change in, or change in the interpretation of (or an announcement that there will be an introduction of, amendment or clarification to or change in) a law or regulation by any legislative body, court, government agency or regulatory authority in Australia after the Issue Date, there is more than an insubstantial risk that:

(a) the Issuer would be required to pay any Additional Amounts;
(b) interest payments on the Notes are not or may not be allowed as a deduction for the purposes of Australian income tax; or
(c) the Issuer, AMPL or another member of the AMP group is or will become exposed to more than a de minimis increase in its costs in relation to the Notes through the imposition of any taxes, duties or other governmental charges or civil liabilities,

provided that on the Issue Date the Issuer (or, in the case of item (c) above, AMPL) did not expect that the matters giving rise to the Tax Event would occur.

Regulatory Event (as defined in the Terms) means, broadly, that an event occurs where a law or regulation in Australia is introduced, amended, clarified or changed after the Issue Date of the Notes and the Issuer determines that, as a result of such change:

(a) any of the Notes are not eligible for inclusion as Tier 2 Capital of the Issuer;
(b) additional requirements (including regulatory, capital, financial, operational or administrative requirements) in connection with the Notes would be imposed on the Issuer, AMPL or any other member of the AMP group, which the Issuer determines, in its absolute discretion, might have a material adverse effect on the Issuer, AMPL or any other member of the AMP group, or otherwise be unacceptable; or
(c) that to have any of the Notes outstanding would be unlawful or impractical or that the Issuer, AMPL or any other member of the AMP group would be exposed to a more than de minimis increase in its costs in connection with those Notes,

provided, in each case, that such event was not expected by the Issuer as at the Issue Date of the Notes.

Holders should not expect that APRA’s approval will be given for any early Redemption or purchase of Notes

Holders have no right to request Redemption or Conversion :

Conversion to AMPL Ordinary Shares following a Non-Viability Trigger Event :

A Holder cannot require the Issuer or any other person to Redeem (or otherwise purchase) a Note prior to the Maturity Date. No Notes can or will be Converted at the option of a Holder.

The Issuer may be required to Convert Notes into AMPL Ordinary Shares (or, if Conversion has not occurred for any reason within 5 Business Days, Writeoff all or some Notes) if a Non-Viability Trigger Event occurs.

(a) A Non-Viability Trigger Event will occur when APRA:
(i) issues a written notice to the Issuer that the conversion to AMPL Ordinary Shares or write-off of Relevant Capital Instruments is necessary because, without such conversion or write-off, APRA considers that the Issuer would become nonviable; or
(ii) notifies the Issuer in writing that it has determined that without a public sector injection of capital, or equivalent support, the Issuer would become non-viable.

(b) If a Non-Viability Trigger Event occurs:
(i) unless paragraph (b)(ii) below applies, all Relevant Capital Instruments must be converted to AMPL Ordinary Shares or written-off; or
(ii) where paragraph (a)(i) above applies, an amount of the Relevant Capital Instruments (which may include an amount of Notes) that is less than all Relevant Capital Instruments must be converted to AMPL Ordinary Shares or written-off if APRA is satisfied that conversion or write-off of that amount will be sufficient to ensure that the Issuer does not become non-viable.

If in accordance with (b)(ii) above, only an amount of Relevant Capital Instruments is required to be converted to AMPL Ordinary Shares or writtenoff, the Issuer will determine the Required Amount of Notes which will be Converted and the principal amount of other Relevant Capital Instruments which will be converted or written-off as follows:

(i) first, all Relevant Tier 1 Capital Instruments will be converted to AMPL Ordinary Shares or written-off;
(ii) second, if conversion or write-off of Relevant Tier 1 Capital Instruments is less than the amount sufficient to satisfy APRA that the Issuer would be viable (and provided that APRA has not withdrawn the Non-Viability Determination as a result of the conversion or write-off of the Relevant Tier 1 Capital Instruments), some or all of the Notes will be Converted and other Relevant Tier 2 Capital Instruments will be converted to AMPL Ordinary Shares or written-off in an aggregate amount which when added to the amount of Relevant Tier 1 Capital Instruments converted or written-off will satisfy APRA that the Issuer would be viable; and
(iii) in Converting the relevant Notes or converting or writing-off other Relevant Tier 2 Capital Instruments the Issuer and AMPL will endeavour to treat Holders and holders of other Relevant Tier 2 Capital Instruments on an approximately proportionate basis, but may discriminate to take account of the effect on marketable parcels and other logistical considerations and the need to effect the Conversion immediately.

From the Conversion Date, subject to Write-off where Conversion does not occur, the Issuer shall treat the Holder in respect of the Notes as the holder of the Conversion Number of AMPL Ordinary Shares and will take all such steps, including updating any register, required to record the Conversion.

Conversion On Conversion, Holders will receive the Conversion Number of AMPL Ordinary mechanics: Shares. The Conversion Number of AMPL Ordinary Shares may be worth significantly less than the Face Value of Notes and a Holder may suffer a loss as a consequence of Conversion.

The Conversion Number will be calculated by the Issuer in accordance with the following formula:

𝐂𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐍𝐮𝐦𝐛𝐞𝐫 for each Note =[Face Value] 0.99 x VWAP

subject to the Conversion Number being no greater than the Maximum Conversion Number,

where:

VWAP (expressed in dollars and cents) means the VWAP during the VWAP Period; and

Maximum Conversion Number means a number calculated by the Issuer on

the Issue Date in accordance with the following formula:

𝐌𝐚𝐱𝐢𝐦𝐮𝐦 𝐂𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐍𝐮𝐦𝐛𝐞𝐫 =

Face Value 0.20 x Issue Date VWAP

where:

Issue Date VWAP means the VWAP during the period of 20 Business Days on which trading in AMPL Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted in accordance with the Terms.

The rights of each Holder (including to payment of interest) in relation to the Face Value of that Note or portion thereof will be automatically and irrevocably transferred free from any Encumbrance to AMPL or an Approved Nominee for an amount payable by AMPL equal to the Face Value of that Note or portion thereof and AMPL will apply that Face Value or portion thereof by way of payment for subscription for the AMPL Ordinary Shares to be allotted and issued, and the Holder has no right to payment in any other way in respect of such amount.

As agreed between, amongst others, AMPL and the Issuer under the Implementation Deed, AMPL, the Issuer and their Related Bodies Corporate will deal with the Notes or portions thereof being Converted so that fully paid ordinary shares in the capital of the Issuer are issued to, or as directed by, AMPL or to a Related Body Corporate of AMPL nominated by AMPL (which is a holding company of the Issuer and which itself issues ordinary shares to, or as directed by, AMPL), for an aggregate issue price equal to the aggregate Face Value of the Notes and the Notes transferred to AMPL or to an Approved Nominee shall be redeemed and cancelled. The foregoing are referred to as the “ Related Conversion Steps ”.

See clauses 6 and 7 of the Terms and the Implementation Deed.

Write-off if Conversion does not occur when required :

Events of Default :

If Notes which are required to be Converted following the occurrence of a NonViability Trigger Event are not Converted for any reason (including, without limitation, an Inability Event) within 5 Business Days of the Conversion Date, the Holders’ rights (including to the Interest and the payment of Face Value and to be issued with the Conversion Number of AMPL Ordinary Shares) in relation to such Notes will be immediately and irrevocably Written-off and terminated (" Written-off ") with effect on and from the Conversion Date and for no consideration and the Holder will suffer a total loss of their investment as a consequence.

An Event of Default occurs in relation to the Notes if:

(a) either:
(i) the Issuer fails to pay any part of the Redemption Price in respect of the Notes of that Series within 14 days of the relevant due date; or
(ii) the Issuer fails to pay an amount of Interest within 30 days of the due date for payment,

provided that, if the Solvency Condition is not satisfied then the Issuer is under no obligation to make any payment and accordingly no amount is due and the Event of Default described in this clause 8.1(a) cannot occur (a “ Payment Default ”); or

(b) either:
(i) an order is made by a court and the order is not successfully appealed or permanently stayed within 60 days of the making of the order; or
(ii) an effective resolution is passed,

for the Winding-Up of the Issuer in Australia, in each case other than in connection with a scheme of amalgamation or reconstruction not

involving the bankruptcy or insolvency of the Issuer (a “ Winding-Up Default ”).

Non-payment because the Solvency Condition has not been satisfied does not constitute an Event of Default.

In the case of a Payment Default, a Holder may bring proceedings:

(a) to recover any amount then due and payable but unpaid on the Notes (subject to the Solvency Condition);
(b) to obtain a court order for specific performance of any other obligation in respect of that Note; or
(c) for the Winding-Up of the Issuer.

In the case of a Winding-Up Default, in addition to taking any of the actions specified in paragraph (a) and (c) above, a Holder of a Note may declare by notice to the Issuer that the Redemption Price of that Note is payable on a date specified in the notice and, subject to status and subordination of the Notes, may prove in the Winding-Up of the Issuer for that amount

No Holder may exercise any other remedies (including any right to sue for damages which has the same economic effect as acceleration) as a consequence of an Event of Default or other default other than as specified in the Terms or as otherwise expressly provided in the Terms (but this does not affect the Holders’ rights, subject to the Terms and the Deed Poll, to seek an injunction or order for specific performance in respect of an obligation).

Issue of AMPL Ordinary Shares to a Sale and Transfer Agent :

If Notes are required to be Converted and:

(a) the Holder has notified the Issuer that it does not wish to receive AMPL Ordinary Shares as a result of Conversion (whether entirely or to the extent specified in the notice), which notice may be given at any time on or after the Issue Date and no less than 15 Business Days prior to the Conversion Date;
(b) the Holder is a Foreign Holder; or
(c) for any reason (whether or not due to the fault of the Holder)
(i) the Issuer or AMPL has not received the information required for Conversion prior to the Conversion Date and the lack of such information would prevent the Issuer from issuing the AMPL Ordinary Shares to the Holder on the Conversion Date; or
(ii) FATCA Withholding is required to be made in respect of the AMPL Ordinary Shares to be issued upon Conversion; or
(d) AMPL is of the opinion that under an Applicable Shareholding Law, the Holder of that Note is prohibited from acquiring some or all of the Conversion Number of AMPL Ordinary Shares on the Conversion Date;

then, subject to the Terms, the Issuer will use reasonable endeavours to appoint a Sale and Transfer Agent (which is not the Issuer or any Related Entity of the Issuer) on such terms as the Issuer considers reasonable, who will act in accordance with the Terms where the Issuer, AMPL and the Sale and Transfer Agent can be satisfied that the obligation under the Terms may be performed in respect of the relevant Note and the relevant AMPL Ordinary Shares in accordance with all applicable laws and without the Issuer, AMPL or the Sale and Transfer Agent having to take steps which any of them regard as unacceptable or onerous.

No set-off in relation to Notes :

Neither the Issuer nor any Holder has a right to set off any amounts, merge accounts or exercise any other rights the effect of which is or may be to reduce any amount payable by the Issuer in respect of Notes held by the Holder or by the Holder to the Issuer (as applicable).

Substitution of Approved Acquirer of AMPL Ordinary Shares :

If an Acquisition Event occurs and the bidder (or its ultimate holding company) or the person having a relevant interest in the AMPL Ordinary Shares after the scheme is implemented (or any entity that Controls the bidder or the person having the relevant interest) is an Approved Acquirer, the Issuer may without the consent of the Holders (but with the prior written approval of APRA) amend the terms of the Notes such that, unless APRA otherwise agrees, on any Conversion Date:

(a) each Note that is being Converted in whole will be automatically transferred by each Holder free from encumbrance to the Approved Acquirer on the Conversion Date;
(b) each Holder of the Notes being Converted (or a Sale and Transfer Agent, if applicable, subject to necessary changes, to such Approved Acquirer Ordinary Shares) will be issued a number of Approved Acquirer Ordinary Shares equal to the Conversion Number and the Conversion mechanics that would have otherwise been applicable to the determination of the number of AMPL Ordinary Shares shall apply (with any necessary changes) to the determination of the number of such Approved Acquirer Ordinary Shares; and
(c) as between the Issuer and the Approved Acquirer, each Note held by the Approved Acquirer as a result of the transfer will be automatically Converted into a number of Approved Acquirer Ordinary Shares the aggregate market value of which equals the prevailing principal amount of that Note (determined on the basis as set out the Terms using a VWAP calculated on the basis of the last period of 5 Business Days on which trading in Approved Acquirer Ordinary Shares took place preceding, but not including, the Conversion Date (whether such period occurred before or after the Acquisition Event occurred) and subject in all cases to the Maximum Conversion Number).

The Issuer may make such other amendments to the Terms as in the Issuer’s reasonable opinion are necessary and appropriate in order to effect the substitution of an Approved Acquirer as the issuer of the ordinary shares to be delivered upon Conversion in the manner contemplated by the Terms and consistent with the requirements of APRA in relation to Tier 2 Capital.

An “ Acquisition Event ” means either:

(a) a takeover bid (as defined in the Corporations Act) is made to acquire all, or some of, the AMPL Ordinary Shares and such offer is, or becomes, unconditional and either:
(i) the bidder has at any time during the offer period, a relevant interest in more than 50% of the AMPL Ordinary Shares in issue; or
(ii) the directors of the Issuer, acting as a board, issue a statement that at least a majority of its directors who are eligible to do so have recommended acceptance of such offer (in the absence of a higher offer); or
(b) a court orders the holding of meetings to approve a scheme of arrangement under Part 5.1 of the Corporations Act, which scheme would result in a person having a relevant interest in more than 50% of the AMPL Ordinary Shares that will be in issue after the scheme is implemented and:
(i) all classes of members of the Issuer pass all resolutions required to approve the scheme by the majorities required under the Corporations Act, to approve the scheme;
(ii) an independent expert issues a report that the proposals in connection with the scheme are in the best interests of the holders of AMPL Ordinary Shares; and
(iii) all conditions to the implementation of the scheme, including

any necessary regulatory or shareholder approvals (but not including approval of the scheme by the court), have been satisfied or waived.

Amendments to the Terms or the Deed Poll :

At any time and from time to time, but subject to APRA approval of variations that may affect the eligibility of the Notes as Tier 2 Capital and compliance with the Corporations Act and all other applicable laws, the Issuer may, without the consent of the Holders, amend the Terms or the Deed Poll if the Issuer is of the opinion that such amendment is:

(a) necessary to comply with any applicable law;
(b) necessary to correct a manifest error, or is otherwise of a formal, minor, technical or administrative nature;
(c) made to:
(i) alter the terms of any Notes to align them with any Equal Ranking Instrument issued after the Issue Date; or
(ii) alter the definition of “Equal Ranking Instrument” on account of the issue (after the Issue Date) of capital instruments of the AMP group; or
(d) necessary or expedient for the purpose of enabling the Notes to be offered for subscription or for sale under the laws for the time being in force in any place;
(e) necessary to comply with the provisions of any statute or the requirements of any statutory authority;
(f) in any other case, not materially prejudicial to the interests of the Holders as a whole.

For the purposes of determining whether an amendment is not materially prejudicial to the interests of Holders as a whole, the taxation and regulatory capital consequences to a Holder (or any class of Holders) and other special consequences or circumstances which are personal to a Holder (or any class of Holders) do not need to be taken into account by the Issuer or its legal advisers.

Unless the Issuer may amend the Terms without consent of the Holders, the Issuer may amend the Terms with the approval of the Holders by Special Resolution in accordance with the Deed Poll.

The prior written approval of APRA is required in respect of any variation of the Deed Poll or the Terms where such variation may affect the eligibility of the Notes as Tier 2 Capital.

Clearing and If Notes are lodged in the Austraclear System, the Registrar will enter settlement : Austraclear in the Register as the Holder of those Notes. While those Notes remain in the Austraclear System, all dealings (including transfers and payments) in relation to those Notes within the Austraclear System will be governed by the regulations for the Austraclear System.

Where Austraclear is recorded in the Register as the Holder, each person in whose Security Record (as defined in the Austraclear Regulations) a Note is recorded is deemed to acknowledge in favour of the Registrar and Austraclear that:

(a) the Registrar’s decision to act as the Registrar of the Note does not constitute a recommendation or endorsement by the Registrar or Austraclear in relation to the Note but only indicates that such Note is considered by the Registrar to be compatible with the performance by it of its obligations as Registrar under its agreement with the Issuer to act as Registrar of the Note; and

(b) the Holder does not rely on any fact, matter or circumstance contrary to (a) above.

Transactions relating to interests in the Notes may also be carried out through the settlement system operated by Euroclear Bank SA/NV (“ Euroclear ”) or the settlement system operated by Clearstream Banking S.A. (“ Clearstream , Luxembourg ”). Interests in the Notes traded in the Austraclear System may be held for the benefit of Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in Notes in Euroclear would be held in the Austraclear System by a nominee of Euroclear (currently HSBC Custody Nominees (Australia) Limited) while entitlements in respect of holdings of interests in Notes in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of BNP Paribas Securities Services, Australia Branch as custodian for Clearstream, Luxembourg.

The rights of a holder of interests in a Note held through Euroclear or Clearstream, Luxembourg are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream, Luxembourg, the terms and conditions of agreements between Euroclear and Clearstream, Luxembourg and their respective nominee and the rules and regulations of the Austraclear System. In addition, any transfer of interests in a Note, which is held through Euroclear or Clearstream, Luxembourg will, to the extent such transfer will be recorded on the Austraclear System, be subject to the Corporations Act and the requirements for minimum consideration as set out in the Terms.

The Issuer will not be responsible for the operation of the clearing arrangements, which is a matter for the clearing institutions, their nominees, their participants and the investors

Governing law : The Notes and all related documentation will be governed by the laws of New South Wales, Australia.

Use of proceeds : The proceeds of the issue will be used for general corporate funding and capital management purposes. The Issuer expects that the Notes will constitute Tier 2 Capital (as described in the Prudential Standards issued by APRA) of the Issuer.

Selling The offering, sale and delivery of Notes are subject to the rules, restrictions restrictions : and operating procedures which may apply in connection with the offering and sale of the Notes. See also “Subscription and Sale” below. It is the Issuer’s expectation that any AMPL Ordinary Shares issued on Conversion of Notes will be freely tradeable.

Transfer : Notes may only be transferred in whole but not in part.

Where Notes are not lodged in the Austraclear System, subject to the transfer restriction described below, all applications to transfer Notes must be made by lodging with the Registrar a properly completed transfer and acceptance form in the form approved by the Issuer and the Registrar signed by both the transferor and the transferee. Transfer and acceptance forms are available from any Registry Office.

Notes which are lodged in the Austraclear System will be transferable only in accordance with the Austraclear Regulations.

Notes may only be transferred:

(a) pursuant to offers received in Australia if:
(i) the aggregate consideration payable at the time of transfer is at least A$500,000 (disregarding moneys lent by the transferor or its associates) or the Notes are otherwise transferred in a manner which does not require disclosure in

accordance with Part 6D.2 or Chapter 7 of the Corporations Act; and

(ii) the transfer does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act; or
(b) between persons in a jurisdiction or jurisdictions other than Australia if the transfer is in compliance with the laws of the jurisdiction in which the transfer takes place and the transfer of the Notes otherwise does not require disclosure to investors in accordance with the laws of the jurisdiction in which the transfer takes place.

Notes will not be transferable on the Register so long as Austraclear Services Limited is the Registrar and Notes are lodged in the Austraclear System, except:

for the purposes of any Conversion, Write-off, Redemption, repurchase or cancellation of a Note, a transfer of that Note from Austraclear to the Issuer may be entered in the Register; and
if Austraclear exercises or purports to exercise any power it may have under the Austraclear Regulations from time to time for the Austraclear System or the Terms, to require a Note to be transferred on the Register to a member of the Austraclear System, that Note may be transferred on the Register from Austraclear to the member of the Austraclear System.

In any of these cases, the Note will cease to be held in the Austraclear System.

Taxes : A general description of the Australian taxation consequences of investing in the Notes is set out in the section entitled “Australian Taxation” below. However, investors should obtain their own taxation advice regarding the taxation status of investing in Notes.

Stamp duty : Any stamp duty incurred at the time of issue of the Notes will be for the account of the Issuer. Any stamp duty incurred on a transfer of Notes will be for the account of the relevant investors. As at the date of this Information Memorandum, no Australian stamp duty should be payable on the issue of the Notes or any transfer of Notes. See the section entitled “Australian taxation – Other Australian tax matters – stamp duty and other taxes” below. Withholding tax : If a law requires the Issuer to withhold or deduct an amount in respect of Taxes from a payment in respect of the Notes, the Issuer will deduct the amount for the Taxes. See the sections entitled “Australian Taxation” and “U.S. Foreign Account Tax Compliance Act and OECD Common Reporting Standard” below.

Listing : The Notes will not be listed on any stock exchange. AMPL will use all reasonable endeavours to list AMPL Ordinary Shares issued upon Conversion on the ASX.

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ISIN: AU3FN0072161 Common Code: 254022187

Description of the Issuer and the AMP group

Introduction

AMP Bank is a core subsidiary of the AMP group. It predominantly offers residential mortgages, basic savings and transactional deposit products to Australian retail customers.

The AMP group is one of Australia and New Zealand’s leading wealth management companies, with a growing Australian retail banking business. The AMP group has helped people and organisations build financial security since 1849 by providing financial advice, products and services.

AMP Bank

AMP Bank was formed in 1998 and offers a selection of retail banking products to Australian customers. AMP Bank is a registered Authorised Deposit-Taking Institution (“ ADI ”) regulated under the Banking Act (1959). As at 30 June 2022, AMP Bank had helped around 177,600 clients with their banking needs and provided over 4,900 new home loans.

The core products offered by AMP Bank are:

Residential Mortgages – including lending for principal places of residence (“PPOR Lending”), investor lending. Loans are offered on both a fixed and floating interest rate, with fixed rate loans having a tenor of up to 5 years.
Practice Finance Loans – these are loans provided to AMP-aligned financial advisors to fund the acquisition of client registers.
Transactional Bank Accounts.
Savings Products – including term deposits and high interest savings accounts.

AMP Bank sources the majority of its residential mortgage business through broker relationships.

AMP Bank’s main funding sources include:

Retail deposit funding – this includes deposits sourced directly, deposits sourced through brokers and deposits sourced internally from AMP’s North platform business or Master Trust business.
Wholesale funding – this includes short term wholesale funding (i.e. negotiable certificates of deposit, commercial paper), medium term wholesale funding (i.e. medium term notes) and longer term subordinated capital instruments.
Residential Mortgage Backed Securities (“ RMBS ”) – AMP Bank issues RMBS via its Progress program and also utilises mortgage back funding facilities entered into bilaterally with two separate banks.

The strategy of AMP Bank is to focus on growth through investing in technology to streamline the origination process for new mortgages. This is expected to improve the experience for both customers and intermediaries.

Overview of the AMP group

AMP is a leading wealth management company in Australia and New Zealand.

The AMP group’s business is divided into four areas:

AMP Bank
Australian wealth management (including Platforms, Master Trust and Advice)

New Zealand wealth management, and
Collimate Capital (formerly AMP Capital).

AMP also holds a number of important strategic partnerships.

The principal regulators that supervise and regulate the activities of the AMP group and the activities of the businesses and funds that members of the AMP group manage are the Australian Prudential Regulation Authority, the Reserve Bank of Australia, the Australian Securities and Investments Commission, ASX Limited, the Australian Tax Office, the Australian Competition and Consumer Commission, the Australian Transactions Report and Analysis Centre, the Office of the Australian Information Commissioner, the New Zealand Privacy Commissioner's Office and the New Zealand Financial Markets Authority.

A simplified structure of the AMP group is as follows:

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A number of intermediate holding companies and other companies not relevant to the issue of the Notes have been excluded from this simplified structure chart.

The AMP group comprises the following business units:

Australian wealth management (“AWM”)

AWM comprises of three different business lines providing advice, superannuation, retirement income and managed investments products:

Platforms includes superannuation, retirement and investment products through which managed funds, managed portfolios, listed securities, term deposits and guarantee investment options can be accessed to build a personalised investment portfolio. The flagship North platform is an award-winning online wrap platform which continues to deliver on its commitment of strengthening and broadening investment choice for clients and providing a contemporary platform for advisers to manage their clients’ funds.

Master Trust offers one of the largest single retail superannuation product set in Australia (SignatureSuper) with around 850,000 customers. The highly rated SignatureSuper offer consists of two products across super and retirement. The open investment menu caters to different risk profiles with exposure to a range of professional managers in order to meet the needs and goals of customers. The

Master Trust business delivers high quality member services, with strong administration, contact centre and digital capabilities. It also has a proven pedigree in managing corporate super plans with complex and tailored benefit designs, including defined benefits.

Advice provides professional services to a network of aligned and external financial advisers. These advisers provide financial advice and wealth solutions to their clients, including retirement planning, investments and financing. In addition to supporting a network of professional advisers, the Advice business partners with a number of aligned advice businesses via equity ownership to support the growth and development of these businesses.

New Zealand wealth management

New Zealand wealth management encompasses wealth management, financial advice and distribution businesses in New Zealand.

It provides clients with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments, a wrap investment management platform and general insurance.

Collimate Capital

On 27 and 28 April 2021, AMP announced the sale of the Collimate Capital domestic infrastructure equity and real estate business to Dexus Funds Management Ltd and the sale of the international infrastructure equity business to DigitalBridge Group, Inc. Both transactions are expected to complete in 2H 2022.

AMP group capital management

The AMP group’s capital resources include ordinary equity and certain hybrid capital instruments. Adjustments to these amounts are made for intangibles, associated equity investments and other assets required to be removed by regulation. A number of the operating entities within the AMP group are regulated and are required to meet minimum regulatory capital requirements (“ MRR ”). In certain circumstances, APRA or other regulators may require AMP and other entities of the AMP group to hold a greater level of capital to support its business and/or restrict the amount of dividends that can be paid by them. Any such adjustments would be incorporated into the MRRs and monitored as part of the capital management policy.

The main minimum regulatory capital requirements for AMP's businesses are:

Operating entity	Minimum regulatory capital requirement
AMP Bank	Capital requirements as specified under the APRA ADI Prudential Standards
N. M. Superannuation Proprietary Limited	Operational Risk Financial Requirements as specified under the APRA Superannuation Prudential Standards
National Mutual Funds Management Limited, ipac Asset Management Limited and other AWM entities	Capital requirements under AFSL requirements.
AMP Capital Investors Limited and other ASIC regulated AMP Capital businesses	Capital requirements under AFSL requirements.

The AMP group maintains capital targets reflecting their material risks (including financial risk, product risk and operational risk) and AMP’s risk appetite. The target capital requirement is a management guide to the level of excess capital that the AMP group seeks to carry to reduce the risk of breaching MRR.

AMPL and the Issuer have board-approved minimum capital levels above APRA requirements, with additional capital targets held above these amounts. Capital targets are also set for AMP Capital to cover risk associated with seed and sponsor capital investments and operational risk. Other components of AMP group’s capital targets include amounts relating to group office investments, defined benefit funds and other operational risks.

The Issuer’s regulatory capital

As an ADI, the Issuer is subject to regulation by APRA under the authority of the Banking Act. APRA has set minimum regulatory capital requirements and capital buffers for ADIs that are consistent with the Basel III framework.

The Issuer’s capital structure comprises various forms of capital. Common Equity Tier 1 (“ CET1 ”) comprises paid-up ordinary share capital, retained earnings and certain other items recognised as capital. The ratio of such capital to risk weighted assets is called the CET1 ratio. Additional Tier 1 capital comprises certain securities with required loss absorbing characteristics. Together these components of capital make up Tier 1 capital and the ratio of such capital to risk weighted assets is called the Tier 1 capital ratio.

Tier 2 capital mainly comprises subordinated debt instruments and contributes to the overall capital framework.

CET1 contains the highest quality of capital, followed by Additional Tier 1 capital and then followed by Tier 2 capital. The sum of Tier 1 capital and Tier 2 capital is called Total Capital. The ratio of Total Capital to risk-weighted assets is called the Total Capital ratio. The minimum CET1 ratio, Tier 1 capital ratio and Total Capital ratio under APRA’s Basel III Prudential Standard APS 110 are 4.5%, 6.0% and 8.0% respectively. These minimum capital ratios are referred to as the Prudential Capital Requirements.

In addition to the Prudential Capital Requirements described above, ADIs are also required to hold a Regulatory Capital Buffer (“ RCB ”) comprising the aggregate of:

a capital conservation buffer, equal to 2.5% of risk weighted assets; and
a countercyclical capital buffer, which may vary over time in response to market conditions. This buffer may range between zero and 2.5% of risk weighted assets and, for Australian exposures, was determined by APRA to be zero effective 1 January 2016.

As at 30 June 2022, AMP Bank’s levels of regulatory capital relative to APRA’s requirements was as follows:

A$m	30 June 2022
Common Equity Tier 1 945
Additional Tier 1 225
Tier 2 (Incl. Provisioning Reserves) 275
Risk Weighted Assets 9,065

Capital ratios	30 June 2022
CET1	10.39%
Tier 1	12.86%
Total Capital	15.88%

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Risks

Investors must take or obtain their own advice with respect to investment and other risks.

This Information Memorandum describes only some of the risks of investing in the Notes. It does not describe all the risks of an investment in the Notes. If prospective investors are in any doubt about the risks associated with an investment in the Notes, they should consult their own professional, financial, legal and tax advisers about such risks and the suitability of investing in the Notes in light of their particular circumstances.

Risks associated with the Issuer and the AMP group

The factors described below relate to an investment in AMP Bank and the AMP group. Risks associated with AMP Bank and the AMP group are relevant to an investment in Notes because they may affect AMP Bank’s ability to fulfil its obligations under the Terms, the market value of the Notes and the market value of, and any dividends paid on, AMP Limited Ordinary Shares issued on a Conversion of Notes.

Risks may affect one or more of the AMP group’s businesses at any one time. If more than one of the AMP group’s businesses were affected by adverse circumstances at or about the same time, the cumulative effect of these may also have an adverse impact on the AMP group. In this section, except as otherwise specified, references to the AMP group are to be read to include AMP Bank and matters affecting or concerning the AMP group should also be read to affect or concern AMP Bank.

Strategic Risks

General Strategic Risk

“Strategic risk” is the risk associated with the competitive positioning of AMP Limited, including AMP Bank and the ability to respond in a timely manner to changes in its competitive landscape and protect the value of the AMP brand. Examples of strategic risks include competitor disruption, customer and business partner retention, changing customer preferences, and changing political and regulatory environments. The AMP Limited Board sets the overall strategic direction as part of the strategic planning process, and execution risks are explicitly considered. The AMP Limited Board also sets the risk appetite and is accountable for AMP group’s risk culture to help ensure strategic decisions and actions are appropriately governed, controlled and executed.

If there are changes in the business, economic, legislative or regulatory environment, or if customer behaviour changes, this may affect the effectiveness of the strategy. These could lead to the AMP group not meeting market expectations regarding growth and profit, which may have an impact on AMP group’s financial position, performance and capital. The AMP Limited Board regularly monitors the external and internal environment, and considers impacts and actions relating to the strategy accordingly.

Sale of Collimate Capital Businesses

AMP has entered into separate binding sale agreements with Dexus Funds Management Ltd relating to AMP’s sale of the AMP Capital real estate and domestic infrastructure equity business, and with DigitalBridge Investment Holdco, LLC relating to AMP’s sale of AMP Capital’s international infrastructure equity business (together, “ Collimate Sales ”). Both sales are expected to complete within the second half of 2022.

Execution risk relating to each counterparty’s ability to deliver under the sale contracts, AMP’s ability to meet all conditions precedents within the sale documentation and other external factors remains prior to final settlement under each transaction. Failure to execute, or material delays in, the implementation of the Collimate Sales may have an adverse impact on AMP’s strategy, financial position, performance and capital.

Upon completion of both sale transactions the size of the AMP group’s operations will decrease. This will in turn have an impact on AMP Limited’s revenues and potentially its profitability and returns to investors.

Brand and reputation

The AMP brand is highly recognised in Australia and New Zealand. Although difficult to measure, a diminution in corporate reputation can contribute to lower new business sales, reduced inflows of investment funds, greater outflows and, ultimately, reduced financial performance.

In addition, the AMP group has agreed to license the AMP brand to a number of third parties in connection with various business disposals. While the AMP group has entered into transitional brand licensing arrangements with each of these counterparties to regulate their use of the AMP brand, AMP’s business and reputation may be adversely affected by negative publicity, business decisions or poor financial performance of entities using, or otherwise associated with, the AMP name, even if they are unrelated to the AMP group.

Inability of the business to adapt to competitor-driven change

The financial services industry in which the AMP group operates is highly competitive. Factors contributing to this include the entry of new participants, advances in technology, the development of new business models and alternative distribution methods and broader, more integrated product offerings by major competitors. Responses to increased competition may include product development, lower prices, increased marketing and retention activity, more aggressive risk taking or a combination of these, which may have a material adverse impact on the financial performance and position of the AMP group.

Inability of the business model to adjust to changing customer preferences

Customer expectations are evolving which is intensifying competition within wealth management and retail banking. In addition, current global and local economic changes (including increasing inflation and rising interest rates) are leading to increased market volatility, affecting the performance of assets under management across the industry. If the AMP group fails to adapt its capabilities and operating model this could have a material adverse impact on the financial performance and position of the AMP group.

Corporate transactions and strategic alliances

The AMP group at times evaluates and may undertake a range of corporate transactions, including acquisitions, divestments, mergers, joint ventures and strategic alliances. These transactions can be complex and costly and may require AMP to comply with additional regulatory requirements which may carry additional risks. These decisions may, for a variety of reasons, not deliver the anticipated positive business results impacting AMP’s business, prospects and engagement with regulators. This could have a material adverse impact on the financial performance or position of the AMP group.

In particular, AMP group holds several strategic partnerships including a 19.99% equity interest in China Life Pension Company (“ CLPC ”), a 14.97% equity interest in China Life AMP Asset Management Company Ltd (“ CLAMP ”), and a 24.90% equity interest in US real estate investment manager, PCCP LLC. In addition, various residual businesses and investments from the Collimate Capital group will remain with AMP following the completion of the Collimate Sales.

AMP may also enter into other strategic partnerships in the future. There is a risk that co-investors or strategic partners may at any time have economic, business or legal interests or goals that are inconsistent with those of AMP group, be unable to meet their funding obligations, or be in a position to take (or block) actions in a manner contrary to AMP group’s investment objectives.

In connection with its various corporate transactions, AMP group may provide, or receive, operational services under transitional service arrangements. If the services being provided by, or to, AMP under such arrangements are not delivered or are delayed, there is a risk that the relevant divestment or acquisition may take longer and incur more costs which could have an adverse impact on AMP’s businesses.

Failure by AMP to adequately manage the risks associated with strategic alliances and various corporate transactions could have a material adverse effect on the financial condition or results of operations of such investments and, in turn, the financial position and performance of the AMP group.

Further, where AMP group’s strategic investments are held in foreign jurisdictions, they may be exposed to heightened levels of scrutiny, social, political or economic description, and sovereign risk.

Contingent liability for disposed businesses

From time to time, the AMP group may provide for warranties and indemnification for specified periods in relation to the disposal of businesses and portfolios to third parties. While the AMP group has no knowledge that it has any liability under these arrangements which is not appropriately provided for, such liability may arise in future. This may have a material adverse impact on the financial performance and position of the AMP group.

Legislative, regulatory and capital risks

Failure to comply with laws or regulation

The AMP group is subject to oversight by a number of regulators including the Australian Prudential Regulation Authority (“ APRA ”), the Reserve Bank of Australia, the Australian Securities and Investments Commission (“ ASIC ”), ASX, the Australian Taxation Office (“ ATO ”), the Australian Competition and Consumer Commission (“ ACCC ”), the Australian Transaction Reports and Analysis Centre (“ AUSTRAC ”), the Office of the Australian Information Commissioner, the New Zealand Privacy Commissioner’s Office and the New Zealand Financial Markets Authority.

If the AMP group does not meet applicable laws or the requirements of regulators, it may be required to take remedial actions and also incur penalties (both civil and criminal), such as fines or obligations to pay compensation, the cancellation or suspension of its authority to conduct business, enforceable undertakings, or recommendations and directions for AMP to enhance its control framework, governance and systems, or a requirement to hold a greater level of capital to support its businesses. Non-compliance with regulations may also give rise to adverse publicity for the AMP group and impact its reputation. Regulatory action may also be taken if regulators consider AMP to be assuming an unacceptable level of risk in its business operations.

Legislative and regulatory change

The financial services industry continues to undergo a significant level of regulatory and legislative change. While AMP cannot accurately predict the impact of future legislation and regulatory change, AMP continues to respond and adjust its business processes for these changes. Failure to adequately anticipate and comply with regulatory and legislative requirements may result in breaches, fines, regulatory action or reputational impacts, which could have a material adverse impact on the financial performance and position of the AMP group.

Any significant changes in or application of government policy or legislation impacting the businesses of the AMP group may require the AMP group to revise or withdraw its range of products and services, change its fees and/or charges, redesign its technology or other systems incurring significant expense, retrain its staff and planners, pay additional tax, hold more capital or incur other costs. This may have a material adverse impact on the financial performance and position of the AMP group.

In relation to recent regulatory and legislative change relevant to AMP Bank, in December 2020 APRA released its Review of the Authorised Deposit-taking Institution (“ ADI ”) Capital Framework which outlines the proposed changes to regulatory standards for capital management and measurement (including APRA’s prudential standards APS 110,111, 112 and 115 Capital Adequacy ) and will conclude the introduction of the Basel III reforms. The majority of the announced capital framework reforms are scheduled to come into effect on 1 January 2023 and will principally see the introduction of counter cyclical capital buffers intended to provide flexibility in times of stress with some lowering or risk weights for lending assets. Consultation on elements of capital framework reforms will continue through 2022.

In relation to expected upcoming legislative change, the following Bills for legislation were introduced to the Australian Parliament (House of Representatives) in early September 2022, primarily in response to several Royal Commission recommendations with the aim to improve the risk and governance cultures of Australia’s financial institutions:

The Financial Accountability Regime (“ FAR ”) Bill 2021 – a bill for legislation to provide for a strengthened accountability framework for financial entities in the banking, insurance and superannuation industries),
Financial Sector Reform (“ FSR ”) (Hayne Royal Commission Response No. 3) Bill 2021 – a bill for legislation to deal with consequential amendments and transitional matters arising from the enactment of the Financial Accountability Regime Act 2022 (as per the Bill referred to above), to establish the financial services compensation scheme of last resort, and to amend the National Consumer Credit Protection Act 2009), and
Financial Services Compensation Scheme of Last Resort Levy (Collection) Bill 2021 – a bill for legislation to impose a levy on certain industry entities to recover the cost of the compensation scheme of last resort (referred to in the FSR bill above).

AMP will be required to implement any of the proposed legislation once passed. In doing so, AMP may incur additional costs (including material industry levies) and expenditures to adjust its frameworks, policies and processes to ensure compliance. Other potential risks to AMP from the FAR legislation include the risk of penalties and the risk to the Group’s ability to attract and retain high-quality directors and senior executives given potential penalties imposed on accountable persons.

Industry and regulatory compliance investigations and oversight

The AMP group is subject to regulatory investigations, reviews and other compliance queries from regulators from time to time. ASIC and APRA may at any time have underway a number of reviews and enforcement investigations of the financial services industry, which may include reviews by independent experts appointed or directed by regulators. These matters are ordinarily not disclosed unless a material and adverse conclusion is reached. AMP also investigates possible breaches of any legal, regulatory and other compliance obligation in accordance with AMP’s Incident, Issue and Breach Management Policy and AMP will report to the relevant regulator if AMP concludes that there is a reportable breach.

If any of these reviews leads to civil and/or criminal penalties, remediation costs, variations or restrictions, suspension or cancellation of licences, the compensation of customers, enforceable undertakings, infringement notices, fines or recommendations and directions for AMP or legislative or other regulatory change, this could have an impact on the operating model and/or profitability of AMP’s businesses. Further, AMP’s ability to charge fees and/or provide certain client offerings in particular circumstances may be materially and adversely affected.

Relevant provisions of the Banking Act, powers of a statutory manager and APRA secrecy rules

AMP is currently an authorised non-operating holding company (“ NOHC ”) of an ADI.

An ADI NOHC licence provides APRA with certain formal powers relating to resolution of the NOHC or of the ADI. In certain circumstances APRA may appoint a statutory manager to take control of the business of a NOHC of an ADI.

The circumstances in which APRA may appoint a statutory manager to take control of an authorised NOHC of an ADI such as AMP are defined in the Banking Act. They include, among other things, where a statutory manager has taken control of an ADI which is a subsidiary of the NOHC (or APRA intends that this occur) and APRA either:

considers the NOHC provides services or conducts business essential to the capacity of the ADI to maintain its operations; or
considers that this is necessary to facilitate the resolution of an ADI or one or more of its Related Bodies Corporate.

The grounds on which APRA may appoint a statutory manager to an ADI include (but are not limited to):

where it becomes unable to meet its obligations or suspends payment;

where it informs APRA that it considers it is likely to become unable to meet its obligations, or is about to suspend payment; and
where APRA considers that, in the absence of external support:
it may become unable to meet its obligations;
it may suspend payment;
it is likely that it will be unable to carry on banking business in Australia consistently with the interests of its depositors; or
it is likely that it will be unable to carry on banking business in Australia consistently with the stability of the financial system in Australia.

The powers of a statutory manager under the Banking Act include the power to alter a NOHC’s constitution, to issue, cancel or sell shares (or rights to acquire shares) in the NOHC and to vary or cancel rights or restrictions attached to shares in a class of shares in the NOHC.

APRA may also, in certain circumstances, require AMP to transfer all or part of its business to another entity under the Financial Sector (Transfer and Restructure) Act 1999 (Cth).

In addition, secrecy obligations may apply to action taken by APRA. This means that information about action taken by APRA (including in exercise of its powers under the Banking Act) may not be publicly disclosed.

Litigation risk

From time to time, the AMP group may incur obligations arising from litigation or contracts entered into in the normal course of business, including guarantees issued by the parent for performance obligations to controlled entities in the AMP group. Legal proceedings threatened against AMP may also, if filed, result in AMP incurring obligations.

Entities within the AMP group may be the subject of various investigations by regulators as a result of their ongoing activities. If adverse findings are made arising out of these investigations and any subsequent litigation, this may expose the AMP group to fines, other statutory or regulatory sanctions and/or a requirement to pay compensation.

Any material or costly dispute, litigation, investigation or compensation program involving the AMP group could have a material adverse impact on the financial performance and position of the AMP group.

Where appropriate, provisions are held for litigation matters and regulatory investigations based on a number of assumptions derived from a combination of past experience, forecasts, industry comparison and the exercise of subjective judgement based on (where appropriate) external professional advice. As with other accounting judgements, risks and uncertainties remain in relation to these assumptions and the ultimate costs of redress to the AMP group. There is inherent uncertainty regarding the possible outcome of any court proceedings involving the AMP group and, as a result, the aggregate potential liability and costs in respect of legal proceedings cannot be estimated with any certainty. It is also possible that further class actions, regulatory investigations, civil or criminal proceedings or the imposition of new licence conditions may occur in the future.

Refer to the AMP Limited Half Year Financial Report (available at: https://corporate.amp.com.au/content/dam/corporate/shareholdercentre/files/reports/2022/AMP_1H_D irector_Report.pdf), Section 5.4 “Provisions and Contingent Liabilities” in the Notes to the Financial Statements, for details in relation to certain legal proceedings and contingent liabilities which may impact the AMP group. By way of update to the disclosure in that Half Year Report on the “ASIC civil penalty proceedings in respect of plan service fees”, the Federal Court has handed down a penalty of A$14.5 million in total to various AMP group subsidiaries (at the time of the conduct) which was

provisioned by AMP in its 30 June 2022 half year financial statements.

Tax laws

Tax law is subject to frequent change, both prospectively and retrospectively. Of particular relevance to the AMP group, are changes to tax law affecting the superannuation and financial services industries. Significant tax law changes and current proposals for reforms give rise to risks, as the status and precise scope of many new and proposed tax laws is not yet known.

There are risks that any changes to the tax law, including the current rate of company income tax and changes to tax concessions, may both impact on demand for financial products and services and also impact on shareholder returns and the level of dividend franking.

The ATO, as part of its ordinary processes in reviewing large business taxpayers, takes into account their size and complexity. The AMP group, as a large and complex group, can be expected to be subject to a high level of review by the ATO in respect of ongoing taxation compliance. The Inland Revenue takes a similar approach in New Zealand.

Financial Contingency Planning and Resolution Planning

APRA has begun consulting on new prudential standards to strengthen the preparedness of banks, insurers and superannuation trustees to respond to future financial crises. CPS 190 Financial Contingency Planning is aimed at ensuring all APRA regulated entities have plans for responding to severe financial stress. CPS 900 Resolution Planning would require large or complex APRA regulated entities to take pre-emptive actions so that in the event of their failure APRA can resolve them with limited adverse impacts on the community and the financial system. In line with APRA’s request, AMP is taking necessary steps to enhance its contingency planning as part of the Recovery Plans for AMP Limited, AMP Bank and NM Super. The new prudential standards are expected to come into force from 1 January 2024. AMP will be required to comply with the standards and will adjust its frameworks, policies and processes accordingly.

Consumer Data Right

In 2019, the Australian Government legislated for an economy-wide Consumer Data Right (“ CDR ”) to give consumers access to and control over their data. Monitoring and enforcement of the CDR regime is jointly conducted by the ACCC and the Office of the Australian Information Commissioner. The CDR regime initially applies to banking (referred to as Open Banking). The Open Banking requirements are being implemented and apply progressively to banks and other participants (including AMP Bank), for different categories of data and disclosure methods, across multiple stages from February 2020 to July 2023. The requirements involve complex system and application programming interface builds, rigorous security requirements and extensive testing requirements, including end-to end internal and industry testing. AMP Bank has delivered to its obligations and has an active program to continue to deliver to the upcoming obligations. These reforms are intended to increase competition in the financial sector and improve customer outcomes. Increased competition resulting from Open Banking may adversely impact the financial performance and position of the AMP group.

The Australian Government proposes to extend the CDR regime to other sectors of the economy including ‘Open Finance’. If CDR is extended to superannuation there would be similar operational and delivery risks to AMP’s superannuation and retirement savings businesses.

Business and industry risks

Investment management performance

If investment managers contracted by the AMP group underperform peer investment managers and/or the market more generally for a prolonged period, the demand for the AMP group’s financial products and services may reduce materially. To the extent that this risk materialises, it may have a material adverse impact on the financial performance and position of the AMP group.

APRA regularly releases heat maps relating to fees and investment performance of MySuper and Choice products which illustrates the degree of performance relative to other products and selected benchmarks.

A deterioration in investment performance or a decline in assets under management from net cash outflows may have a material adverse impact on the financial performance and position of the AMP group.

Funding, liquidity and credit rating risk

“Funding risk” relates to the risk of one or more of the AMP group’s sources of funding being reduced or eliminated or a significant increase in the cost of funding through either a systemic or companyspecific event. “Liquidity risk” is the risk that the AMP group fails to meet its payment obligations, which may arise as a result of a mismatch between those payment obligations and the AMP group’s access to liquid assets, adequate funding on acceptable terms, or cash flows generated by its businesses.

If the AMP group’s current sources of funding prove insufficient, it may be forced to seek alternative funding. The availability of such funding, and the terms on which it may be made available, will depend on a number of factors, including market conditions, the availability of credit, the AMP group’s credit ratings and credit market capacity.

An inability to manage the funding risks for the AMP group may result in forced asset sales or default, which could adversely impact the AMP group’s reputation, brand, and banking and capital market relationships.

Business entities within the AMP group may enter into finance facilities from time to time. Such facilities may have recourse to the AMP group and in the event of a breach the financiers may have the ability to demand immediate repayment of the debt and enforce other rights, which may give rise to the funding risks described above. To the extent the above circumstances arise, this may have a material adverse impact on the financial performance and position of the AMP group.

In addition, AMP’s forecast capital and liquidity positions are best estimates at a point in time, and therefore they are not guaranteed and may not be accurate. AMP’s liquidity would be affected if for any reason it was unable to transfer liquidity between its subsidiaries. There is also a risk that intragroup guarantees between members of the AMP group could cause various subsidiaries to go into financial stress.

AMP Bank holds intra-group deposits from the AMP group’s platform and superannuation businesses. These deposits are in the form of at-call cash accounts and term deposit accounts and as such AMP Bank has ongoing obligations as well as exposure to the daily fund movements. Failure to adhere to these obligations, including managing conflicts, can result in termination of the contract, withdrawal of deposits and a material impact on the financial position and performance of AMP. Furthermore, these deposits may be subject to repricing or restructuring based on review by the superannuation trustees or other responsible entities. This could impact the financial position and performance of AMP Bank.

If AMP’s or its subsidiaries’ credit ratings are downgraded by Standard and Poor’s or Moody’s or its reputation is damaged resulting in a loss of public confidence, it may result in customers and clients withdrawing their funds or bank deposits, as well as potentially affecting the cost and availability of finance for AMP group and its ability to access debt capital markets, which would adversely affect the liquidity, capital, financial position and performance of AMP.

Interest rate risk

“Interest rate risk” is the risk of financial loss arising from unanticipated interest rate settings and/or adverse fluctuations in interest rates and may have a material adverse impact on the financial performance and position of the AMP group.

The level of interest rates can impact:

the valuation of assets and liabilities;
the effectiveness of hedging of assets and liabilities in certain products and portfolios including annuities, defined benefit obligations, capital guaranteed and non-investment-linked products;

the investment returns on the AMP Shareholders’ funds;
the fair value of investment guarantees the AMP group has issued in respect of its products, as well as the asset and financial instrument values backing these products;
the attractiveness of AMP’s products relative to alternatives;
AMP Bank’s financial condition through the bank’s net interest income and the level of other interest-sensitive income and operating expenses; and
the AMP group’s funding costs.

The AMP group and AMP Bank currently manage interest rate risk through hedging arrangements. Disruptions in financial markets may affect the availability, cost and terms of hedging, which may have a material adverse impact on the financial performance and position of the AMP group.

Credit risk

“Credit risk” is the risk that default by a counterparty will result in a financial loss to the AMP group. Credit risk exists in most parts of the AMP group, including reinsurance and derivative contracts used to protect the AMP group’s financial and capital position from investment market volatility. It is also a significant risk for AMP Bank and arises from AMP Bank’s lending and investment activities. The risk arises from the likelihood that some customers and counterparties will be unable to honour their obligations to AMP Bank, including the repayment of loans and interest.

AMP Bank utilises Lenders’ Mortgage Insurance (“ LMI ”) to partially mitigate credit risk and minimise the capital requirements of its mortgage book. A default of an LMI provider will expose AMP Bank and the AMP group to loss and increased capital requirements.

Credit risk is a significant risk in relation to the AMP group’s extensive banking and trading relationships. Credit risk also arises in relation to exposures from deposits and debt securities, futures and options broker clearers, over-the-counter derivative counterparties, widening credit spreads and loans to non-wholly owned subsidiaries and loans to joint ventures. While the AMP group utilises mechanisms to mitigate a number of those exposures, including collateral and netting agreements, there can be no assurance that these arrangements fully limit those exposures.

A number of activities (consisting of, but not limited to the defined benefit funds and AMP Bank’s balance sheet) are managed with fixed interest assets. The AMP group is exposed to credit risk, including the risk of widening credit spreads on the portfolio of fixed income assets.

To the extent that any of the above risks arise, this may have a material adverse impact on the financial performance and position of the AMP group.

Foreign exchange risk

“Foreign exchange risk” is the risk of the AMP group sustaining loss through adverse movements in exchange rates. Such losses can affect the AMP group’s financial position and performance, and the level of capital supporting the AMP group’s businesses. From an operational perspective, the AMP group faces exposure to foreign exchange risks through direct foreign income and expenses, the settlement of foreign currency denominated assets and liabilities, and earnings and balance sheet movements from non-Australian subsidiaries. This may have a material adverse impact on the financial performance and position of the AMP group.

Capital risk

“Capital risk” is the risk that the AMP group does not hold sufficient capital and reserves to cover exposures and to protect against unexpected losses. Capital supports AMP group’s operations by providing a buffer to absorb unanticipated losses from its activities.

Compliance with prudential capital requirements in the jurisdictions in which the AMP group operates and any further changes to these requirements may:

Limit the AMP group’s ability to manage capital across the entities within the Group.
Limit payment of dividends or distributions on shares and hybrid instruments.
Require the AMP group to raise more capital (in an absolute sense) or raise more capital of higher quality.
Restrict balance sheet growth.

If the information or the assumptions upon which AMP group’s capital requirements are assessed prove to be inaccurate, this may adversely impact the AMP group’s operations, and financial performance and position.

If AMP’s capital were to fall below the minimum requirements set by regulators and market conditions meant that AMP was not able to raise further capital from investors, the ability of AMP to conduct its business would be seriously compromised. A decrease in capital could result from factors such as poor business performance, adverse litigation outcomes, excessive investment in the business, regulatory sanctions, adverse changes to the regulatory or commercial environment relating to advice business acquisitions or impairments of intangible assets or other adverse outcomes.

If such adverse outcomes were to occur, and/or regulatory or shareholder approvals were not obtained for the capital returns AMP Limited announced as part of its 1H 2022 financial results, that would impact AMP’s ability to return capital to shareholders as it currently intends.

Benchmark reform

The cessation of parts of the LIBOR regime from 1 January 2022, continuation of some U.S. Dollar LIBOR settings until 30 June 2023 and possible pre–cessation events will continue to impact market pricing. Any future changes in the manner of administration of any benchmark could require an adjustment to the terms and conditions of existing transactions, or result in other consequences, in respect of financial instruments linked to such benchmark (including but not limited to floating rate instruments whose interest rates are linked to LIBOR). Any such consequence may have an impact on the financial performance of products managed by the AMP group and impose a cost to AMP group to manage an orderly transition.

Accounting policies

The significant accounting policies adopted in preparation of the AMP Limited 2021 Financial Report and information on critical judgements and estimates considered when applying the accounting policies are contained in the notes to the financial statements. The accounting policies and methods that the AMP group applies are fundamental to how it records and reports its financial position and the results of its operations. Management must exercise judgement in selecting and applying many of these accounting policies and methods so that they not only comply with generally accepted accounting policies and methods, but they also reflect the most appropriate manner in which to record and report on the financial position and results of operations. However, these accounting policies may be applied inaccurately, resulting in a misstatement of financial position and results of operations.

In some cases, management must select an accounting policy or method from two or more alternatives, any of which might comply with generally accepted accounting principles and be reasonable under the circumstances, yet might result in reporting materially different outcomes than would have been reported under another alternative.

The AMP group’s accounting policies and methods may change from time to time with changes in accounting standards and regulation. Accounting policy changes that result in a reclassification of assets between tangible and intangible assets could have a material adverse impact on the AMP group’s capital position.

Credit risk in mortgage lending

AMP Bank has a lending book of Australian mortgage-secured loans, consisting of owner-occupied, investor lending and practice finance loans to some AMP Financial Planners. The debtors of these loans could default, resulting in a loss for AMP Bank. In the case of a default on a practice finance

loan, AMP group will be contractually obligated to reimburse AMP Bank for the loss incurred.

Defined benefits fund

While all of AMP’s defined benefit funds are currently fully funded, there is a risk that these funds may be insufficient to meet future obligations. AMP’s ability to make up any potential shortfall and future funding requirements may be adversely impacted by investment returns, adverse movements in interest rates, or adverse member experience, including longevity.

Adverse impact on product margins

Product margins across AMP are likely to be adversely impacted by a number of factors including legislative and regulatory changes, competitive pressures, margin squeeze, changing consumer and distribution channel behaviour, portfolio experience, funding cost increases, economic outlook, product offering and sales mix changes and strategic distribution channel changes.

These factors may have a material adverse impact on the overall financial position and performance of AMP. Given the trend in legislation and regulation (e.g. Protecting Your Superannuation reforms and other changes), it is likely that future legislative and regulatory changes will put more downward pressure on product margins.

Redemption risks

“Redemption risks” are the risks associated with the AMP group’s ability to meet customer requests for redemption from retail deposits, superannuation or pension funds. The impact of these risks varies depending upon the nature and governing terms of the relevant investment, the arrangements with the customer and the assets in which the fund is invested.

Investment-linked products

Investors in investment-linked products may seek to redeem some or all of their investments. In order to satisfy these redemptions, AMP, as the manager of the investments, may be required to sell assets underlying the investor’s investment.

During certain periods some asset classes may be subject to a higher level of redemptions. For funds and assets in highly liquid markets, the redemption requests can usually be met through asset sales. For funds and assets in illiquid markets, asset sales can be more difficult to achieve, particularly at short notice, and may result in the asset being sold below its fair value under normal market conditions. In extreme circumstances, it may not be possible to sell certain assets at short notice. Those outcomes could have a material adverse impact on the investment returns of those investors. This, in turn, may have a material adverse impact on AMP’s overall financial position and performance.

To the extent that AMP believes it cannot meet redemption requests through asset sales, it will usually suspend or defer redemptions (where it has the right to do so) to allow sufficient time to complete the asset sales necessary to meet the requests.

The suspension or deferral of redemptions and subsequent sale of assets, especially below their fair value, may have a material adverse impact on the overall financial position and performance of AMP.

In addition, customer choice regarding investment preferences may materially impact on the financial performance and position of the Group (for example, the tendency to move from active to passive investments).

Financial risks

Investment returns

A proportion of AMP’s profits are derived from investment returns (both income and net realised and unrealised capital gains or losses).

The underperformance of investment markets and other changes in the value of AMP group’s

positions in financial instruments, bank assets and liabilities or hedges could have a material adverse impact on the overall financial position and performance of AMP and may result in the need for additional capital to support AMP’s businesses.

Some products have investment guarantees and whilst these are monitored and managed, significant market movements (including those related to interest rates), and on-going periods of high volatility, could have a material adverse impact on the overall financial position and performance of AMP.

AMP holds capital above its minimum regulatory capital requirements to mitigate these and other risks. The amount of capital held will vary over time depending on the risk exposures and strategies used in managing the business and is consistent with the target of providing a very high level of confidence that the business is self-supporting and that there are sufficient assets to support liabilities.

Investment performance affects the level of investment return on shareholders’ funds assets. Funds, including shareholders’ funds, are invested in a variety of asset classes, including, but not limited to, cash, Australian and international equities, fixed interest, property, infrastructure, infrastructure debt and private equity. Changes in the value of, or returns from, these investments, including as a result of changes in valuations or the valuation methodology of unlisted assets, may have a material adverse impact on the overall financial position and performance of AMP and may affect the level of capital, liquidity and funding required to support AMP’s businesses. In periods of extreme volatility, the values of these assets are subject to greater change and uncertainty.

Dividends

The Board did not declare a FY21 or HY22 dividend. No assurances can be given in relation to the payment of future dividends. Any future determination as to the payment of dividends by AMP will be at the discretion of the AMP Limited Board and will depend on the financial condition of AMP, future capital requirements and general business and other factors considered relevant by the Board. No assurances can be given in relation to the level of franking of future dividends.

Franking capacity will depend on the amount of Australian tax paid in the future, the existing balance of franking credits and other factors.

Structural subordination

AMP is a non-operating holding company whose assets consist primarily of ownership interests in subsidiaries. AMP is reliant on the financial performance of, and the continued receipt of dividends or other funding from, its subsidiaries. There is a risk that these subsidiaries may not be in a position to make funds available to AMP to enable it to meet its obligations.

Social, environmental and economic risks

Risks associated with COVID-19

The COVID-19 pandemic, and future outbreaks of other communicable diseases or pandemics, have the potential to negatively impact the AMP business.

In particular if COVID-19 outbreaks continue to occur, there is a risk that a proportion of the workforce falling ill may create significant unexpected volatility in available headcount across the AMP group. This heightens key person risk and may adversely impact on AMP group’s ability to deliver on key strategic and change programs on schedule.

Should any of these consequences occur, it is likely that they will result in a material adverse effect on AMP group’s financial position and performance. COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, as well as reactions to future pandemics or resurgences of COVID-19, could also exacerbate the other risk factors described in this document.

Global markets and economic environment

The financial performance of the AMP group can be significantly affected by market volatility, economic conditions, inflation and deflation rates and the level of interest rates. Inflation levels globally are elevated, driven by a range of factors including ongoing global supply chain disruptions, elevated

energy prices, consumer demand spikes, wage inflation from labour shortages, supply shortages from global production disruptions and the implementation of certain production limits in certain countries to meet emission targets. As a result, central banks across the globe have started to increase short-term interest rates and make adjustments to other monetary policy settings. Persistent high inflation levels could result in a protracted period of rising interest rates, lower consumption and other adverse economic impacts. These changes may materially influence aspects of the AMP group including the demand for its products, product margins, investment performance, consumer demand, liquidity, capital resources, reduced cash flows, the value of investments supporting shareholders’ funds and investments held on behalf of clients, the availability and the cost of credit and the debt funding requirements of the AMP group and the level of capital required within the AMP group. These risks may have a material adverse impact on the overall financial performance and position of the AMP group.

Systemic shocks in relation to Australian, New Zealand or other financial systems

A major systemic shock could occur which causes an adverse impact on the Australian, New Zealand or other financial systems. The financial services industry and capital markets have been, and may continue to be, adversely affected by market volatility and global economic conditions. Given this, there can be no certainty that any specific market disruptions will not spread, nor can there be any assurance that any future assistance packages or government intervention will be available, or sufficiently robust to address market contagion. Any such market disruptions could have a material adverse impact on the overall financial performance and position of the AMP group.

Contagion risks

Contagion risk is the risk of default by one or more financial institutions which could lead to marketwide liquidity problems, losses or defaults by other institutions. This risk arises in part because of the inter-relationships between many financial institutions (including AMP) and is heightened in times of significant volatility in the finance sector and financial markets more broadly. Contagion risk may have a material adverse impact on the overall financial position and performance of AMP.

Environmental and climate change

AMP, its customers and its external suppliers may be adversely affected by the physical and transition risks associated with climate change. These effects may directly impact AMP and its customers by posing a range of physical, financial and legal risks to the AMP Business, the investments AMP manages on behalf of its customers, and the wider community.

Measures to mitigate or respond to adverse impacts of climate change may in turn impact market and asset prices, economic activity and customer behaviour, particularly in geographic locations and industry sectors adversely affected by these changes.

AMP’s approach to managing climate related risks and opportunities is outlined in AMP’s Climate Position and Action Plan, available on the AMP website. AMP’s approach includes providing low carbon and green investment choices to customers, managing and disclosing investment risks, leveraging AMP’s influence as an investor, reducing AMP’s own operational impacts and offering support to customers and communities.

AMP provides annual performance disclosures aligned to key pillars of the Task Force on Climaterelated Financial Disclosures (“ TCFD ”) framework, including through its Sustainability Report and through investor led disclosures such as the CDP (formerly Carbon Disclosure Project). In 2021, AMP retained an A– rating (second highest rating available) in the annual CDP investor disclosure program, indicating leadership in its management of climate related risks and opportunities. AMP has been carbon neutral across its operations since 2013, by reducing scope 1 and 2 emissions and retiring carbon offsets to address residual emissions.

Operational risks

Operational risk exposures relevant to the industry in which AMP operates relate to losses resulting from inadequate or failed internal processes, people and systems or from external events. These include, but are not limited to, information technology, human resources, internal and external fraud, money laundering and counter-terrorism financing, bribery and corruption. High operational risks are

driven by a complex operating environment associated with legacy products, systems and manual controls. This environment will be further stressed by the key business challenges included in this section.

AMP is committed to containing operational risk by reducing operational complexity and strengthening risk management, internal controls and governance. The AMP operational risk profile reflects these exposures and the financial statements of AMP contain certain provisions and contingent liability disclosures for these risks in accordance with applicable accounting standards. Given the inherent uncertainty in predicting the outcome of events that may occur in the future, there can be no assurance that such provisions or disclosure adequately address all outcomes that may arise in the future.

The AMP group has training, supervision and compliance processes in place designed to support its advice network operating within the legal and regulatory framework. There remains a risk that advisers and/or AMP group entities may not comply with the law or regulations when providing products or services to, or receiving fees from, clients or investors or that its compliance processes may fail. In the event that clients or investors suffer losses as a consequence of any non-compliance with laws, compensation may be required to be paid and those matters could be the subject of litigation or regulatory action including fines. This could have a material adverse impact on AMP’s reputation and the overall financial position, performance and capital of the AMP group, if or to the extent such payments are not covered by the professional indemnity insurance which the AMP group has in place or not covered by AMP’s remediation provisions to date.

Conflict of interests

As part of being an Australian financial services licensee, AMP group entities have obligations to manage conflicts of interest. AMP has conflicts of interest policies and information barrier arrangements in place to manage this. If these policies and arrangements are not followed or prove inadequate and the conflicts of interest are not appropriately disclosed or managed, this could result in breaches of law, regulatory investigations, amendments to licensing conditions, fines, penalties and litigation, all of which could have an adverse impact on AMP’s reputation and may lead to loss of customers, resulting in an adverse impact on AMP’s financial position and performance.

Employee, contractor and business partner conduct

The conduct of financial institutions is an area of significant focus for the financial services industry both globally and in Australia and New Zealand. AMP’s code of conduct outlines how AMP seeks to conduct its business and how it expects people to conduct themselves. The principles that define the high standards outline the behaviour and decision-making practices, including how AMP treats its employees, customers, business partners and shareholders. AMP is committed to ensuring the right culture is embedded in our everyday practices.

AMP embraces a safe and respectful work environment that encourages its people to report issues or concerns in the workplace. Directors, employees (current and former), contractors, service providers or any relative or dependants of any of these people can utilise the whistleblowing program to report misconduct or unethical behaviours. AMP could be adversely affected if an employee, contractor or external service provider does not act in accordance with AMP’s staff policies or engages in misconduct.

It is not always possible to detect or deter employee misconduct, and the precautions taken by AMP may not be effective in all cases. If one or more of AMP’s employees, former employees or business partners were to engage in or be accused of misconduct, this could have a material adverse impact on AMP’s reputation and result in a loss of investor confidence.

Staff retention and key person risk

Staff retention and key person risk are key operational risks for AMP. AMP’s future success and delivery to strategic priorities will depend on its continued ability to engage, attract and retain highly skilled and qualified personnel. The ongoing changes to AMP’s business model have placed increased pressure on resourcing. As a result, there can be no assurance that key personnel will continue to be employed by, or contracted to, AMP. Failure to attract or retain advisers could potentially have a material adverse impact on the overall financial position and performance of AMP.

Loss of key personnel who are nominated as responsible managers under AMP group’s regulatory licences, could also compromise AMP’s ability to meet organisational competence requirements which apply to AFSL holders. AMP undertakes talent assessment and retention planning to identify key people and implement action with the aim of retaining key talent.

Insurance risk

AMP maintains a number of insurances to mitigate against the financial impacts of operational and other risks. The market for insurance in Australia, particularly for financial institutions, has in recent years become extremely challenging, with reduced capacity, higher premiums, more restrictive terms, and higher deductibles. There is a risk that AMP may not be able to renew these policies on similar terms and conditions, particularly as to limits and deductibles. This may increase AMP’s exposure to the financial impacts of events or incidents otherwise claimable. Further, any renewal may be at a materially increased cost via higher premiums, which may adversely affect AMP’s financial performance.

Failure of risk management strategies and internal controls

AMP has implemented risk management strategies and internal controls involving processes and procedures intended to identify, monitor and mitigate risks. These risks include, but are not limited to, strategic, liquidity, market, credit, counterparty, compliance, market conduct and operational risk which are all important to AMP’s reputation. However, there are inherent limitations with any risk management framework and internal control framework as there may exist, or emerge in the future, risks that AMP has not anticipated or identified. If any of AMP’s processes and procedures prove ineffective or inadequate, or are otherwise not appropriately implemented, this could have a material adverse impact on the overall financial position and performance of AMP.

Outsourcing risk

“Outsourcing” involves an organisation entering into an agreement with another party (including a related company) to perform, on a continuing basis, a business activity that currently is, or could be, undertaken within that organisation. “Offshoring” is the practice of outsourcing business activities to a service provider located in another country or where material elements of the service are provided from another country.

While AMP requires that all material outsourcing arrangements are appropriately established and managed so that AMP maintains its reputation and financial performance, and continues to meet its obligations to regulators, customers and other stakeholders, there remains a risk that these arrangements might fail.

Technology risk

Technology plays an increasingly important role in the delivery of financial services to customers in a cost-effective manner. AMP’s ability to compete effectively, and differentiate or enhance its value proposition in the future will, in part, be driven by AMP’s ability to maintain appropriate technology platforms (including execution of new developments), for the efficient and effective delivery of its products and services. Consequently, there is a risk that these platforms, or other technology services AMP uses or is dependent on, might be deprecated or fail.

Most of AMP’s daily operations rely on technology that is essential to maintaining business systems including effective communications with customers. The exposure to information technology (“ IT ”) systems risks includes the complete or partial failure of IT systems, platforms or infrastructure, the inadequacy of internal and third-party technology systems due to, among other things, failure to keep pace with industry developments and keep technology systems up-to-date and secure, and the capacity of existing technology to effectively accommodate growth and integrate existing and future acquisitions and alliances.

AMP acquires, builds and maintains IT systems to assist it to satisfy regulatory demands, ensure information security, enhance services for its customers and integrate the various segments of its business. AMP uses select external providers (in Australia and overseas) to provide its technology services, including an increasing use of cloud infrastructure. Failure of these IT systems could result in regulatory intervention, business interruption, loss of customers, financial compensation, loss of

reputation and/or a weakening of AMP’s competitive position. A failure to implement IT projects effectively or execute them efficiently could lead to increased project costs, delays in the ability to comply with regulatory requirements or failure of information security controls.

There is also a risk that competitors introduce new technologies which challenge, or render redundant, the technology used by AMP. Together with these factors, a failure to respond to new technologies may result in an actual or comparative decrease in AMP’s ability to service its customers.

Failure to spend adequately on IT systems leads to increased risk of system performance degradation, cyber-risk and cost of change.

Cyber risk

Cyber risk continues to be a threat in a rapidly changing technological and regulatory environment as the magnitude of the costs of cybercrime vary depending on the nature of the attack. AMP is committed to continually enhancing its cyber security capability and control posture to align with the risk associated with increased cybercrime activity.

AMP is investing in building a capability that is both sustainable and commensurate to the threats faced, including having launched a new Cyber Defence Centre and building an enduring team to further uplift its cyber defences to mitigate malicious threats and cybercrime activities. AMP has demonstrated maturity uplifts against the National Institute of Standards and Technology Cyber Security Framework, an adopted industry best-practice framework. Cyber risk will retain its position as a key risk as AMP continues to mature and evolve its cyber security operating model. This will assist in preventing, detecting and responding to cyber incidents, in order to protect AMP’s assets and business operations.

If any of these prove ineffective or inadequate, or are otherwise not appropriately implemented, this could have a material adverse impact on the overall financial position and performance of AMP.

Risks associated with the Notes

Market price and liquidity of Notes

The market price of the Notes may fluctuate due to various factors, including investor perceptions, Australian and international economic conditions, major Australian or international events including acts of terrorism, an outbreak of international hostilities or tensions (including the ongoing conflict between Russia and Ukraine), geopolitical instability, changes in interest rates, credit margins, movements in the market price of AMPL Ordinary Shares, foreign exchange rates, credit ratings and capital markets, and other factors that may affect the AMP group's financial performance and capital position. There is a risk that one or more of these factors will cause the market value of the Notes to decline and trade at a market price below the Face Value.

Where the Notes are to be Converted or Redeemed for any reason, the announcement of these events may have a significant impact on the market price and liquidity of the Notes and the AMPL Ordinary Shares.

Financial markets can be volatile, with the potential for significant fluctuations in the price of securities over a short period. This applies to the market price of both the Notes and AMPL Ordinary Shares. You should carefully consider this risk before deciding to invest in the Notes.

If credit spreads on debt securities widen, the Margin payable on the Notes (as determined in the bookbuild) will be less attractive to purchasers of the Notes than at the Issue Date. Accordingly, the market price of the Notes may reduce to reflect the lower price new investors are willing to pay for the Notes given the below-market margin.

The market price of the Notes may be more sensitive to changes in interest rates and credit spreads than the price of AMPL Ordinary Shares or comparable securities issued by members of the AMP group or other entities.

The Notes are not traded on any securities exchange, and pricing information for the Notes may be more difficult to obtain than pricing information regarding AMPL Ordinary Shares or comparable

securities issued by members of the AMP group or other entities. While the Notes may be lodged in the Austraclear System, the Austraclear System does not provide a price discovery mechanism in respect of the Notes.

As a result, Holders who wish to sell their Notes before the Maturity Date may incur loss if the Notes trade at a market price below the amount at which the Notes were acquired. The Issuer is unable to forecast or guarantee the market price of the Notes. Unlike AMPL Ordinary Shares, the Notes do not provide a material exposure to growth in the AMP group’s business.

There is no guarantee that a liquid market will develop for Notes and there is a risk that there may be no liquid market, or any market, for Notes. Any market for the Notes may also be less liquid than the market for AMPL Ordinary Shares or comparable securities issued by members of the AMP group or other entities and may be volatile. The liquidity of the Notes may also be affected by restrictions on offers and sales of the Notes in some jurisdictions. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market at prices higher than the relevant investor’s initial investment. Accordingly, in establishing their investment strategy, investors should ensure that the term of the Notes is in line with their future liquidity requirements.

Notes are unsecured and subordinated obligations

The Notes are unsecured and subordinated notes to be issued by the Issuer.

The Notes are not secured over any of the AMP group’s assets. They are not deposit liabilities and are not protected accounts of AMP Bank or any other member of the AMP group for the purposes of the depositor protection provisions in Division 2 of Part II of the Banking Act or of the Financial Claims Scheme established under Division 2AA of Part II of under the Banking Act. The Notes are not guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction or by any other person.

The Notes are claims on the Issuer. Holders have no claim on any other members of the AMP group for payment of any amount in respect of the Notes.

On a winding-up of the Issuer (if a Non-Viability Trigger Event has not occurred), the Notes rank for payment behind Senior Creditors. Holders will lose the money invested in the Notes, and any Interest due and unpaid at that time, if there are insufficient assets to satisfy Senior Creditors in a winding-up of the Issuer.

If a Non-Viability Trigger Event occurs and the Notes are Converted, Holders will rank equally with other holders of the AMPL Ordinary Shares for the return of any surplus assets in a winding-up of AMPL after payment of all creditors and holders of any preference shares. If the AMPL Ordinary Shares to which certain Holders would have been entitled upon Conversion are issued to a Sale and Transfer Agent, because the Holders are either Ineligible Holders or they elected not to receive AMPL Ordinary Shares (and other reasons set out in the Terms), such Holders will have the right to receive the cash proceeds of the sale of the AMPL Ordinary Shares on market, and will have no claim against the Issuer or any other member of the AMP group in respect of their Notes. If the Notes are unable to be Converted for any reason within 5 Business Days of the Non-Viability Trigger Event, they will be immediately and irrevocably Written-off and the rights of Holders under the Notes will be terminated and Holders will have no claim on the assets of the Issuer or any other member of the AMP group.

The Notes have no voting rights

A Holder of the Notes has no voting rights in respect of meetings of members of the Issuer and has limited voting rights at a meeting of Holders or creditors. Therefore, Holders have no right to vote on or otherwise to approve any changes to the Constitution in relation to the AMPL Ordinary Shares that may be issued to them upon Conversion. Holders will therefore not be able to influence decisions that may have adverse consequences for them.

A Holder’s voting rights as an unsecured creditor in respect of the Notes cannot be exercised so as to defeat the subordination of the Notes.

All payments on the Notes are subject to satisfaction of the Solvency Condition

All of the Issuer's obligations to make payments in respect of the Notes are subject to the Solvency Condition being satisfied.

If the Solvency Condition is not satisfied, that is, if the Issuer is not able to pay its debts as they become due and payable and the Issuer's assets do not exceed its liabilities, both at the time of making the payment and immediately after making the payment, no payment will be made. The Issuer’s failure to pay will not be an Event of Default and any unpaid amount will accrue interest until it is paid and will be payable on the first Interest Payment Date (in the case of Interest) or the first date (in the case of any other amount) on which the Issuer may pay the amount in compliance with the Solvency Condition. However, if a Non-Viability Trigger Event occurs and the Issuer is required to Convert the Notes, the Issuer's accrued and future obligations to make payments in respect of the Notes which are required to be Converted will cease, in which case, Holders will have no rights to recover any unpaid amounts.

Changes in the Interest Rate

The Interest Rate is calculated for each Interest Period by reference to the Reference Rate, which is a benchmark floating interest rate for the Australian money market. The Reference Rate is influenced by a number of factors and varies over time. The Interest Rate will fluctuate and may increase or decrease over time as a result of movements in the Reference Rate. The Issuer does not control the Reference Rate nor the means by which it is determined, which may change.

As the Interest Rate fluctuates, there is a risk that it may become less attractive when compared to the rates of return available on comparable securities issued by the Issuer, other members of the AMP group or other entities.

Conversion may not result in the issue of AMPL Ordinary Shares with a market value equivalent to the principal amount of Notes

If a Non-Viability Trigger Event occurs and Notes are required to be Converted, Holders will receive a number of AMPL Ordinary Shares based on a volume-weighted average price calculation over a period of days, subject to a Maximum Conversion Number. The AMPL Ordinary Shares issued on Conversion may not be able to be sold at the same price as the VWAP basis on which the Conversion Number has been calculated, or at all. Further, there are no conditions to Conversion and the number of AMPL Ordinary Shares received may be limited to the Maximum Conversion Number, the market value of which may be much less than the amount of the Holder’s investment – see “Conversion following a Non-Viability Trigger Event” below.

Conversion following a Non-Viability Trigger Event

If a Non-Viability Trigger Event occurs, the Issuer may be required to immediately Convert some or all the Notes for AMPL Ordinary Shares.

A Non-Viability Trigger Event will occur if APRA has notified the Issuer in writing that:

the conversion to AMPL Ordinary Shares or write-off of Relevant Capital Instruments in accordance with their terms or by operation of law is necessary because, without it, APRA considers that the Issuer would become non-viable; or
it has determined that without a public sector injection of capital, or equivalent support, the Issuer would become non-viable.

APRA has not provided specific guidance as to how it would determine non-viability. However, APRA has indicated that non-viability is likely to arise prior to the insolvency of an ADI. Non-viability could be expected to include serious impairment of the Issuer’s financial position and insolvency. However, it is possible that APRA’s definition of non-viable may not necessarily be confined to solvency measures or capital levels and may also include other matters such as liquidity. APRA has indicated that at this time it will not publish guidance on the specific parameters used to determine non-viability.

Non-viability may arise as a result of many factors including factors which impact the business,

operation and financial condition of the Issuer. See the discussion of risks associated with the AMP group, above. There are many ways in which a Non-Viability Trigger Event may occur and a NonViability Trigger Event may result in a Holder losing some or all of their investment.

If a Non-Viability Trigger Event occurs, the Issuer may be required to Convert some or all Notes into AMPL Ordinary Shares. Relevant Tier 1 Capital Instruments would be required to be Converted ahead of the Notes. If Conversion of Relevant Tier 1 Capital Instruments is not sufficient to satisfy APRA that the Issuer would be viable, then some or all of the Notes and any other Relevant Tier 2 Capital Instruments would be required to be Converted. As at the date of this Information Memorandum, the Issuer does have Relevant Tier 1 Capital Instruments on issue, but it has no obligation to keep those Relevant Tier 1 Capital Instruments on issue while the Notes are outstanding. If there are no Relevant Tier 1 Capital Instruments on issue and a Non-Viability Trigger Event occurs, the Notes would be required to be Converted (along with some or all of any other Relevant Tier 2 Capital Instruments).

Holders should be aware that a Non-Viability Trigger Event could occur at any time. It could occur on dates not previously contemplated by them or which may be unfavourable in light of then prevailing market conditions or Holders’ individual circumstances. Whether or not a Non-Viability Trigger Event will occur is at the discretion of APRA and the Issuer has no obligation to take steps to avoid nonviability.

The number of AMPL Ordinary Shares a Holder will receive is limited to the Maximum Conversion Number. The Maximum Conversion Number is the number of AMPL Ordinary Shares into which the Note would Convert assuming a price for AMPL Ordinary Shares which is the VWAP over a period of approximately 20 ASX trading days before the Issue Date multiplied by 0.2. If the market price of AMPL Ordinary Shares is less than that amount at the point of Conversion, the number of AMPL Ordinary Shares issued will be only the Maximum Conversion Number. The number of AMPL Ordinary Shares is likely to have a market value less than the principal amount of a Note, and Holders will suffer loss as a result. The Maximum Conversion Number may be adjusted to reflect a reconstruction, consolidation, division or reclassification, or pro rata bonus issue, of AMPL Ordinary Shares. However, no adjustment will be made to it on account of other transactions which may affect the price of AMPL Ordinary Shares, including for example rights issues, returns of capital, buy-backs or special dividends. The terms of the Notes do not limit the transactions that the Issuer may undertake with respect to its share capital and any such action may increase the risk that Holders receive only the Maximum Conversion Number and so may adversely affect the position of Holders.

AMPL Ordinary Shares issued on account of a Non-Viability Trigger Event may not be quoted on ASX.

If for any reason Conversion does not occur within 5 Business Days of the Conversion Date, they will be Written-off and all rights of Holders in respect of Notes are immediately and irrevocably terminated on and from the Conversion Date. Holders will suffer loss as a result. The circumstances where the Issuer fails to Convert Notes would include where the Issuer is prevented by applicable law (e.g. insolvency laws) from issuing AMPL Ordinary Shares but are not limited to those circumstances.

AMPL Ordinary Shares issued on Conversion may be issued to a Sale and Transfer Agent

In certain circumstances, the AMPL Ordinary Shares that an investor would receive on Conversion will be issued to a Sale and Transfer Agent to sell the shares issued in respect of that investor and pay the cash amount of the net proceeds of sale to the investor. The Sale and Transfer Agent will have no duty in relation to the price or terms of such a sale.

Risks with acquiring AMPL Ordinary Shares on Conversion

There are provisions of Australian law that are relevant to the ability of any person to acquire interests in AMPL beyond the limits prescribed by those laws. The sale of AMPL Ordinary may be restricted by such provisions and as a result investors may suffer loss. Holders of Notes should take care to ensure that by acquiring any Notes which may be Converted to AMPL Ordinary Shares, they do not breach any applicable restrictions on the ownership of interests in the Issuer. If the acquisition or Conversion of such Notes by the Holder or a Sale and Transfer Agent would breach those restrictions then, in addition to other sanctions for these breaches under applicable law, the Issuer may be prevented from Converting such Notes and where Conversion is required such Notes may be required to be Writtenoff.

For a summary of the rights attached to AMPL Ordinary Shares, see below under “Additional Information – Rights and liabilities attaching to the AMPL Ordinary Shares”.

Market price and liquidity of AMPL Ordinary Shares

Any AMPL Ordinary Shares issued on Conversion will rank equally with existing and future AMPL Ordinary Shares, so the ongoing value of AMPL Ordinary Shares received will depend on the market price of AMPL Ordinary Shares after a Conversion. The market price of AMPL Ordinary Shares may fluctuate due to various factors, including investor perceptions, Australian and international economic conditions, credit ratings and AMP group’s financial performance and position. Investors should carefully evaluate the investment risks associated with an investment in the Issuer and the AMP group (see “Risks associated with the Issuer and the AMP group” below).

Upon Conversion, the Holders will generally receive approximately $10,101 worth of AMPL Ordinary Shares per each Note, based on the VWAP (which is calculated by reference to the daily volume weighted average sale price of AMPL Ordinary Shares) over a period of Business Days immediately preceding the Conversion Date. By the time of Conversion, the market price of the AMPL Ordinary Shares will likely vary from that used to determine the Conversion Number and consequently the value of AMPL Ordinary Shares received will be more or less than $10,101. The number of AMPL Ordinary Shares to be received by a Holder in respect of its aggregate holding of the Notes will be rounded down to a whole number (with entitlements of the Holder to a part only of an AMPL Ordinary Share disregarded).If Notes are Converted into AMPL Ordinary Shares, there may be no liquid market for AMPL Ordinary Shares at the time of Conversion, or the market at the time of Conversion may be less liquid than that for comparable securities issued by other entities. As a result, Holders of Notes who wish to sell AMPL Ordinary Shares on Conversion may be unable to do so at a price acceptable to them, or at all. There is also no guarantee that AMPL Ordinary Shares will remain continuously quoted on ASX, or that AMPL Ordinary Shares issued on Conversion will be quoted on ASX at all. Trading in ASX-listed securities may be suspended in certain circumstances or may cease altogether.

Risks upon Conversion for AMPL Ordinary Shares

AMPL Ordinary Shares are a different type of investment from the Notes. For example, dividends on AMPL Ordinary Shares are not determined by a formula. AMPL Ordinary Shares rank behind the claims of all other securities and debts of AMPL in a Winding-Up of AMPL. AMPL Ordinary Shares trade in a manner that is likely to be more volatile than that of the Notes and the market price is expected to be more sensitive to changes in the performance, prospects and business of the AMP group.

Other events and conditions may affect the ability of the Holders to trade or dispose of AMPL Ordinary Shares issued on Conversion. For example, the willingness or ability of ASX to accept the AMPL Ordinary Shares issued on Conversion for quotation or any practical issues which affect that quotation, any disruption to the market for the AMPL Ordinary Shares or to capital markets generally, the availability of purchasers for AMPL Ordinary Shares and any costs or practicalities associated with trading or disposing of AMPL Ordinary Shares at that time.

Impact of failure to Convert and Write-off

If the relevant Notes are not Converted within 5 Business Days of the Non-Viability Trigger Event then the AMPL Ordinary Shares will not be issued and the relevant Notes will be Written-off. This may occur for any reason. In such cases, the Holder will not receive any AMPL Ordinary Shares in respect of these the Notes, have no further claim on AMPL, the Issuer or any other member of the AMP group and will suffer a loss of their investment.

AMPL Ordinary Shares issued to a Sale and Transfer Agent

If the Notes are to be Converted and:

the Holder has notified the Issuer that it does not wish to receive AMPL Ordinary Shares;
the Notes are held by a person whose registered address is outside of Australia or who the Issuer believes is not an Australian resident and the Issuer believes the issue of AMPL Ordinary Shares would not be permitted by law or would be permitted only after compliance

with conditions which the Issuer considers, in its absolute discretion, are not acceptable or are unduly onerous;

the Issuer or AMPL does not have the necessary information for AMPL to issue the AMPL Ordinary Shares to the Holder;
a FATCA Withholding is required to be made in respect of any AMPL Ordinary Shares to be issued upon Conversion; or
AMPL believes it is not permitted to issue some or all AMPL Ordinary Shares to a particular Holder under any Australian or foreign law which limits or restricts the number of shares in AMPL which a person may hold,

then the Issuer will use reasonable endeavours to appoint a Sale and Transfer Agent and, if a Sale Agent and Transfer is appointed then, subject to applicable law and provided that the Issuer and the Sale Agent are satisfied that the AMPL Ordinary Shares in respect of such Notes to be Converted may lawfully be issued and sold by the Sale and Transfer Agent without having to take steps which either or both regard as onerous, AMPL will instead issue the relevant AMPL Ordinary Shares to the Sale and Transfer Agent which will at the first reasonable opportunity sell the AMPL Ordinary Shares (together with AMPL Ordinary Shares of each other Holder similarly affected) and pay to the relevant Holder its proportionate share of the net proceeds actually received from the sale (after deducting applicable brokerage, stamp duty and other taxes, charges and expenses).

The Issuer, AMPL and the Sale and Transfer Agent give no assurance as to whether a sale will be achieved or the price at which it may be achieved and each have no liability to Holders for any loss suffered as a result of the sale of AMPL Ordinary Shares. The issue of the AMPL Ordinary Shares to the Sale and Transfer Agent will satisfy all obligations of the Issuer in respect to the Notes.

In these circumstances the sale of AMPL Ordinary Shares is beyond the control of the Holder and may disadvantage the individual Holder and not coincide with their individual preferences or intended investment outcomes. The amount received in respect of this sale may be less than the investment of the Holder.

If either or both of AMPL and the Sale and Transfer Agent is of the opinion that AMPL Ordinary Shares cannot be issued to the Sale and Transfer Agent (or issue would require onerous steps to be taken) within 5 Business Days of a Non-Viability Trigger Date, then the relevant Notes will be Writtenoff.

Acquisition of AMPL

There is a risk that Notes may be affected by merger and acquisition activity affecting the Issuer or AMPL. AMPL (as issuer of ordinary shares on a Conversion) is an ASX-listed company and may be acquired by, or merge with, another company or group of companies, potentially resulting in a change of control of AMPL. The outcome for Holders of such activity may be uncertain and they may suffer loss or face increased risks in holding the Notes.

If an Acquisition Event involving an Approved Acquirer occurs as described in "Summary of the Notes – Substitution of Approved Acquirer" above, the Issuer may (but is not obliged to) without the consent of the Holders, but subject to the prior approval of APRA, amend the Terms such that the Approved Acquirer is substituted as the issuer of the ordinary shares to be delivered upon Conversion. If the Terms are amended in this way, Holders will be obliged to accept the Approved Acquirer Ordinary Shares and will not receive AMPL’s ordinary shares on Conversion. The value of the Approved Acquirer Ordinary Shares and the ability of the Holder to dispose of them may differ from that of the AMPL Ordinary Shares that would have been issued had the Acquisition Event not occurred, and the effect of the substitution of the Approved Acquirer may have an adverse effect on the price of the Notes.

If AMPL is acquired by another entity and delisted, and substitution of an Approved Acquirer as the issuer of the ordinary shares to be delivered upon Conversion is not effected under the Terms for whatever reason and a Non-Viability Trigger Event occurs, the Notes may be required to be Converted into unlisted ordinary shares in AMPL, which may affect the ability of Holders to sell them as well as the price at which they may be sold. Where Notes are Converted into unlisted ordinary shares in

AMPL, the price for Conversion would reflect the VWAP for the five Business Days on which trading in AMPL Ordinary Shares last took place which may bear no relation to their value on the occurrence of a Non-Viability Trigger Event. In addition, there may be no market for unlisted ordinary shares in AMPL, or they may not be able to be sold at their issue price, or at all.

The value of and return on Notes may be adversely affected by movements in the BBSW Rate

The Interest Rate for each Interest Period is calculated by reference to the BBSW Rate, which is influenced by a number of factors and varies over time. The Interest Rate will fluctuate over time as a result of movements in the BBSW Rate. As the Interest Rate fluctuates, the rate of return received by Holders by way of interest will vary, and there is a risk that Notes may become less attractive when compared to the rates of return available on comparable securities issued by the Issuer, AMPL or other entities.

Restrictions on rights and ranking in a Winding-Up

The Notes are issued by the Issuer under the terms of the Deed Poll (including the Terms). A Holder has no claim on the Issuer in respect of the Notes except as provided in the Terms and in the Deed Poll.

The Notes are unsecured and subordinated obligations of the Issuer. Prior to the commencement of a Winding-Up of the Issuer, the Issuer’s obligations to make payments in respect of the Notes are conditional upon the Issuer being solvent at the time of payment and immediately after the making of such payment (“ Solvency Condition ”). Any failure to make payments in respect of the Notes on account of the Solvency Condition not being satisfied will not be considered an Event of Default for the purposes of the Notes.

In the event of a Winding-Up of the Issuer and assuming that the Notes have not been Converted or Redeemed and are not required to be Written-off due to a Non-Viability Trigger Event, the Holders will be entitled to claim for the Redemption Price of each Note equal to $10,000 for each Note.

The claim for the Redemption Price ranks equally with Equal Ranking Instruments but is subordinated to Senior Creditors. If, on a Winding-Up of the Issuer:

there is a shortfall of funds to pay all amounts ranking senior to the Notes, the Holders will not receive any of the Redemption Price; and
all amounts ranking senior to the Notes have been paid but there is a shortfall of funds to pay all amounts ranking equally with the Notes, the Holders may not receive all (or any) of the Redemption Price.

If the Notes have been Converted (including following the occurrence of a Non-Viability Trigger Event), the Holders will hold AMPL Ordinary Shares and rank equally with other holders of AMPL Ordinary Shares in a Winding-Up.

Where a Non-Viability Event occurs, if for any reason (for example due to applicable laws, order of a court or action of any government authority) Conversion of any of the Notes has not occurred within 5 Business Days following such an event, then those Notes are Written-off (that is, the Holder’s rights in relation to those Notes are immediately and irrevocably terminated for no consideration with effect on and from the Conversion Date). The Holder’s investment will lose all of its value and the Holder will not receive any AMPL Ordinary Shares or other compensation. Where the Notes are Written-off, as AMPL Ordinary Shares will still be on issue, a Holder is likely to be worse off than a holder of AMPL Ordinary Shares.

The Notes may pay a higher rate of distribution than comparable securities and instruments which are not subordinated. However there is a greater risk that a Holder would lose some or all of their investment in the Notes should the Issuer become insolvent or in a Winding-Up of the Issuer.

An investor holding Notes has limited remedies available for non-payment of amounts owing and for other breaches of the Issuer’s obligations, including limited rights to accelerate

principal under the Notes

Rights of a Holder against the Issuer in the event of non-payment or breach of obligation under the Notes are limited in accordance with APRA’s requirements for an instrument to be eligible for inclusion as Tier 2 Capital.

The Terms contain no events of default other than on account of non-payment (subject to applicable grace periods and the Solvency Condition) (a “ Payment Defaul t”) and where the Issuer is wound up in circumstances amounting to a Winding-Up Default. The remedies available to a Holder on account of a Payment Default are limited to taking action to recover an amount due (subject to the Solvency Condition), specific performance of any other obligation, or seeking an order for winding up of the Issuer. The Holder has no right to accelerate repayment of the Note except where a Winding-Up Default has occurred.

The remedies of a Holder in respect of any failure of AMPL to issue the AMPL Ordinary Shares are limited in accordance with the Terms, which provide that Holders have no rights against AMPL in respect of the Notes other than (and subject always to where Write-off applies) to seek specific performance of the obligation to issue the AMPL Ordinary Shares.

Holders should be aware that the remedy of specific performance or for winding up of the Issuer is in

the discretion of the court and may not be granted.

Holders will not be entitled to exercise any right of set-off or counterclaim against amounts owing by the Issuer in respect of such Notes.

Other securities issued by the Issuer or AMPL

The Notes do not in any way restrict the Issuer from issuing further ordinary shares, other securities (including securities that rank equally with or ahead of the Notes) or from incurring further debt. The Issuer’s obligations under the Notes are subordinate to Senior Creditors and obligations preferred by law. Accordingly, the obligations of the Notes:

will not be satisfied unless the Issuer can satisfy in full all of its other obligations ranking senior to the Notes; and
may not be satisfied in full unless the Issuer can also satisfy in full all of its other obligations ranking equally with the Notes

and future issues of securities or debts by the Issuer may dilute the claim of Holders or reduce the value of their investment or liquidity of the Notes. The future issue of such securities may be on terms such that they would be exchanged, converted or written-off other than on a proportionate basis with the Notes and affect the proportions of Notes Converted or Written-off due to a Non-Viability Trigger Event.

An investment in the Notes carries no right to participate in any future issue of securities by the Issuer, AMPL or any other member of the AMP group.

No prediction can be made as to the effect, if any, which future issues of securities by the Issuer or AMPL may have on the market price or liquidity of the Notes or the likelihood of payments being made on the Notes.

An investment in the Notes carries no right to be redeemed or otherwise be repaid at the same time as the Issuer or AMPL redeems, resells or otherwise repays other securities. Nothing in the Terms restricts the Issuer or AMPL from redeeming, reselling or otherwise repaying securities (whether ranking equally with, junior or senior to the Notes).

The Issuer may redeem the Notes early in certain circumstances

The Issuer may (subject to APRA’s prior written approval, which is in its discretion and may not be given) elect to redeem:

all or some of the Notes on the Interest Payment Date falling on or immediately following the fifth anniversary of the Issue Date and on any Interest Payment Date thereafter up to but excluding the Maturity Date (each an “ Optional Redemption Date ”); or
all or some of the Notes following the occurrence of a Tax Event or a Regulatory Event (if AMP did not expect on the Issue Date that the event would occur).

Notes will be redeemed at their Face Value of $10,000 per Note (plus any Additional Amounts and any accrued and unpaid Interest). There is a risk that the amount received on redemption may be less than the then current market value of Notes. The timing of any redemption may not accord with a Holder’s individual financial circumstances or tax position.

No rights for Holders to request or require redemption or acceleration of repayment

Holders have no right to request or require redemption or to accelerate repayment of their Notes prior to the Maturity Date (except where an order has been made or an effective resolution passed for the winding-up of the Issuer). Therefore, prior to the Maturity Date, unless the Issuer elects to redeem the Notes (subject to APRA’s prior written approval, which is in its discretion and may not be given), Holders can only realise their investment in the Notes by selling them at the prevailing market price. There is a risk that the prevailing market price will be less than the Face Value of the Notes and/or that the market for the Notes may not be liquid. The Issuer does not guarantee that the Notes may be sold at an acceptable price, or at all. Brokerage fees may be incurred if the Notes are sold through a broker. Losses may be suffered as a result.

The Issuer may fail to pay Face Value, Interest or other amounts

There is a risk that the Issuer may not pay when scheduled or default on payment of some or all of the Face Value, Interest or other amounts payable on the Notes. If the Notes does not pay the amount owing, Holders may lose some or all of the money invested in the Notes.

The remedies of the Holders in the event of non-payment are limited. Failure to pay because the Solvency Condition is not satisfied is not an Event of Default.

If an amount is not paid when the Solvency Condition is satisfied, that is an Event of Default and if that occurs and continues unremedied, the Holder may institute proceedings:

(c) to recover any amount then due and payable but unpaid on the Notes;
(d) to obtain a court order for specific performance of any other obligation in respect of the Notes; or
(e) institute proceedings for the winding-up of the Issuer.

The Holders are not entitled to accelerate payment on account of such non-payment or other breach by the Issuer of its obligations.

There is a risk that the entire amount owed may not be recovered even if the Holder institutes proceedings against the Issuer. Further, although the Terms may specify certain remedies (for example, seeking an order for the winding-up of the Issuer), the grant of those remedies may be in the discretion of the court, and as such may not be granted.

No restriction on issue of further securities

The Notes do not in any way restrict the Issuer and other members of the AMP group from issuing further securities, or incurring further indebtedness, including indebtedness ranking ahead of or equally with the Notes; or from buying back or redeeming other securities whether issued now or in the future, or from reducing its capital.

Regulatory classification and prudential supervision

APRA’s current treatment of the Notes may change and that may give rise to a Regulatory Event entitling the Issuer, with APRA’s approval, to Redeem the Notes.

APRA has power under applicable law to direct the Issuer or members of the AMP group which it may exercise in a manner adverse to Holders. The power includes power to direct the Issuer not to make payments to Holders.

Australian taxation

The summary of the taxation treatment for certain Holders may not apply in the circumstances of particular Holders, and the tax laws on which it is based may change. Changes in tax law may be unfavourable for Holders. In particular, they may affect the taxation of Interest, the return of the amount invested or AMPL Ordinary Shares issued on Conversion.

They may also affect the Issuer so as to give rise to a Tax Event, entitling the Issuer, with APRA’s approval, to redeem the Notes.

A Tax Event may occur if the Issuer receives advice from reputable tax counsel or advisers that, as a result of a change in law or regulation in Australia after the Issue Date, there is a more than insubstantial risk that:

the Issuer would be required to pay any Additional Amounts;
interest payments on the Notes are not or may not be allowed as a deduction for the purposes of Australian income tax; or
the Issuer or another member of the AMP group is or will become exposed to more than a de minimis increase in its costs in relation to the Notes through the imposition of any taxes, duties or other governmental charges or civil liabilities,

provided, in each case, that such event was not expected by the Issuer (or, where applicable AMPL) as at the Issue Date.

If a Tax Event occurs, the Issuer may be entitled to, with the written approval of APRA, redeem the Notes.

As a consequence, Redemption may occur at any time and at a time not previously contemplated by Holders, which may disadvantage Holders and not coincide with their individual preferences or intended investment outcomes. The rate of return at which Holders may reinvest their funds may be lower than the returns payable on Notes.

Regulatory treatment

The Notes qualify as Tier 2 Capital of the Issuer for regulatory capital purposes.

Broadly, a Regulatory Event occurs where a law or regulation in Australia is introduced, amended or changed after the Issue Date of the Notes and the Issuer determines that, as a result of such change:

any of the Notes are not eligible for inclusion as Tier 2 Capital of the Issuer;
additional requirements in connection with the Notes would be imposed on the Issuer, AMPL or any other member of AMP group, which the Issuer determines, in its absolute discretion, might have a material adverse effect on the Issuer, AMPL or any other member of the AMP group, or otherwise be unacceptable; or
to have any of the Notes outstanding would be unlawful or impractical or that the Issuer, AMPL or any other member of the AMP group would be exposed to a more than de minimis increase in its costs in connection with the Notes,

provided, in each case, that such event was not expected by the Issuer as at the Issue Date.

If a Regulatory Event occurs, the Issuer may be entitled to, with the written approval of APRA, redeem the Notes.

As a consequence, Redemption may occur at any time and at a time not previously contemplated by

Holders, which may disadvantage Holders and not coincide with their individual preferences or intended investment outcomes. The rate of return at which Holders may reinvest their funds or receive in connection with any AMPL Ordinary Shares, may be lower than the interest rate applicable to the Notes.

Powers of APRA and Banking Act statutory managers

Under the Banking Act, APRA has power to issue directions to the Issuer and AMPL. These powers of APRA are broad and may be exercised to intervene in the performance of obligations and the exercise of rights under the Notes, including power to appoint a Banking Act statutory manager, who may cancel shares or any rights to acquire shares in the Issuer or AMPL.

The Banking Act gives APRA extensive powers to facilitate the resolution of the entities that it regulates (and their subsidiaries) in times of distress. Powers given to APRA include oversight, management and directions powers in relation to the Issuer, AMPL and other AMP group members, and powers with respect to statutory management. The Banking Act also gives statutory recognition to provisions for the conversion or write-off of an instrument such as the Notes.

In addition, APRA has powers to require the compulsory transfer of all or part of the business of the Issuer (including shares of the Issuer) or AMPL pursuant to the Financial Sector (Transfer and Restructure) Act 1999 (Cth) (“ FSTR Act ”). A transfer under the FSTR Act overrides anything in any contract or agreement to which the Issuer or AMPL is a party, including the Terms.

These powers of APRA may be exercised in a way which adversely affects the ability of the Issuer or AMPL to comply with its obligations in respect of the Notes (including in connection with the Conversion of the Notes), and this may adversely affect the position of Holders.

Accounting Standards

New Australian Accounting Standards, or amendments to existing Australian Accounting Standards issued by the Accounting Standards Board may affect the reported earnings and financial position of the Issuer in future financial periods.

Shareholding limits

Various laws, including Chapter 6 of the Corporations Act, the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Financial Sector (Shareholdings) Act 1998 (Cth) (“ FSSA ”) and Part IV of the Competition and Consumer Act 2010 (Cth) may restrict the number of AMPL Ordinary Shares that any person may hold. Mergers, acquisitions and divestments of Australian public companies listed on ASX (such as AMPL) are regulated by detailed and comprehensive legislation and the rules and regulations of ASX.

The FSSA restricts ownership of AMPL by people (together with their associates) to a 20% stake. A shareholder may apply to the Australian Federal Treasurer to extend their ownership beyond 20%, but approval will not be granted unless the Treasurer is satisfied that the holding is in the national interest.

Holders should take care to ensure that their holding of the Notes (and any AMPL Ordinary Shares that they could be converted for) do not breach any applicable restrictions on ownership.

Where, on a Conversion, the issue of any AMPL Ordinary Shares to any particular Holder (either directly or indirectly) is prevented by law, the Issuer may be unable to Convert those Notes and they will be Written-off.

Amendments to the Terms

The Terms may be amended as described in “Summary – Amendments to Terms” above. Holders are bound by amendments made in accordance with the Terms even if the Holder does not agree to the changes.

Changes to credit ratings

The Issuer and AMP group’s cost of funds, margins, access to capital markets and competitive

position and other aspects of its performance may be affected by their credit ratings (including any long-term credit ratings or the ratings assigned to any class of the Issuer’s securities). Credit rating agencies may withdraw, revise or suspend credit ratings or change the methodology by which securities are rated. Such changes could adversely affect the market price, liquidity and performance of the Notes.

The Notes are expected to be rated. The rating(s) may not reflect the potential impact of all risks related to structure, market, liquidity, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, cancellation, reduction or withdrawal at any time by an assigning rating agency. Such changes from any rating agency, even where not directly rating the Notes, could adversely affect the market price, liquidity and performance of the Notes or AMPL Ordinary Shares received on Conversion.

Suitability

The Notes are a complex investment and may be difficult to understand, even for experienced investors. You should ensure that you understand the Terms of the Notes and risks of investing in the Notes and consider whether it is an appropriate investment for your particular circumstances.

Terms of the Notes

The following are the Terms of the Notes. Each Holder, and any person claiming through or under a Holder, is deemed to have notice of and is bound by these Terms, the Deed Poll (as defined in these Terms) and this Information Memorandum. Copies of each of these documents are available for inspection by the holder of any Note at the offices of the Issuer and the Registrar at each of their respective addresses set out in the section entitled “Directory” below.

1 Form of Notes

1.1 Constitution under Deed Poll

AMP Subordinated Notes due 2032 (the Notes ) are direct, unsecured, subordinated debt obligations of the Issuer constituted by, and owing under, the Deed Poll.

The Notes (including any amounts payable in respect of each Note) are not guaranteed by the Issuer or a Related Entity of the Issuer or any other person.

1.2 Form

The Notes are issued in registered form by entry in the Register. Each entry in the Register constitutes a separate and individual acknowledgment to the relevant Holder of the indebtedness of the Issuer to that Holder and which that Holder is entitled to enforce without having to join any other Holder or any predecessor in title of the Holder.

1.3 Face Value

(a) The Notes have a Face Value and issue price of A$10,000 (the Issue Price ) and are issued fully paid for the Issue Price.
(b) No person shall subscribe for the Notes in Australia unless:
(i) the aggregate consideration payable to the Issuer by the subscriber is at least A$500,000 (disregarding moneys lent by the Issuer or its associates) or the Notes are otherwise issued in a manner which does not require disclosure in accordance with Part 6D.2 or Chapter 7 of the Corporations Act; and
(ii) the offer or invitation from which the issue results does not constitute an offer to a "retail client" as defined for the purposes of section 761G of the Corporations Act.

1.4 Currency

The Notes are denominated in Australian dollars.

1.5 No certificates

No certificates will be issued to Holders unless the Issuer determines that certificates should be available or are required by any applicable law.

1.6 No other rights

Except as expressly provided in these Terms, no Holder has:

(a) any claim against the Issuer, AMPL or any other member of the AMP group except as expressly set out in these Terms;
(b) any right to:
(i) vote at any meeting of shareholders of the Issuer, AMPL or any other member of the AMP group;
(ii) subscribe for new securities or to participate in any bonus issues of securities of the Issuer, AMPL or any other member of the AMP group; or
(iii) to otherwise participate in the profits or property of the Issuer, AMPL or any other member of the AMP group, except by receiving payments as set out in these Terms.

1.7 Acknowledgement in favour of the Registrar

(a) the Registrar’s decision to act as the Registrar of the Notes does not constitute a recommendation or endorsement by the Registrar or the relevant person in relation to the Notes but only indicates that the Notes are considered by the Registrar to be compatible with the performance by it of its obligations as Registrar under its agreement with the Issuer to act as Registrar of the Notes;
(b) in acting under the Registry Agreement in connection with the Notes, the Registrar acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the Holders save insofar as any funds received by the Registrar are required in accordance with the Registry Agreement, pending their application in accordance with the Registry Agreement, to be held by it in a segregated account on trust for the persons entitled thereto; and
(c) the Holder does not rely on any fact, matter or circumstance contrary to clause 1.7(a) or 1.7(b).

2 Status and subordination

2.1 Subordination

(a) In a Winding-Up of the Issuer in Australia, the Notes rank:
(i) prior to the obligations of the Issuer in respect of Junior Ranking Instruments;
(ii) equally without any preference among themselves;
(iii) equally with the claims of all Equal Ranking Instruments; and
(iv) behind the claims of Senior Creditors.
(b) The claims of Holders against the Issuer in respect of Notes will, in a Winding-Up of the Issuer in Australia, be subordinated in right of payment to the claims of all Senior Creditors of the Issuer, in that:
(i) all claims of Senior Creditors must be paid in full before the Holder’s claim is paid;
(ii) until the Senior Creditors have been paid in full, the Holder must not claim in the Winding-Up in competition with the Senior Creditors so as to diminish any distribution, dividend or payment which, but for that claim, the Senior Creditors would have been entitled to receive; and

(iii) if, notwithstanding this paragraph (b), the Holder of a Note receives an amount or asset on account of its claim in the Winding-Up in connection with such Note which is in excess of its entitlement under this paragraph (b), such excess amount or asset will be paid or delivered to the liquidator.
(c) Each Holder must not, and is taken to have waived, to the fullest extent permitted by law, any right to, prove in a Winding-Up of the Issuer as a creditor in respect of the Notes so as to diminish any distribution, dividend or payment that any Senior Creditor would otherwise receive.
(d) No Holder may exercise its voting rights (as a creditor in respect of the Notes) in a Winding-Up of the Issuer so as to defeat the subordination in this clause 2.
(e) Neither the Issuer nor any Holder shall be entitled to set-off any amounts, merge accounts or exercise any other rights the effect of which is or may be to reduce any amount payable by the Issuer in respect of the Notes held by the Holder or by the Holder to the Issuer (as applicable).
(f) For the avoidance of doubt, all amounts payable under these Terms are subject to clause 2.2.

2.2 Solvency test

When the Issuer is not in a Winding-Up in Australia:

(a) no amount is due and payable by the Issuer in respect of the Notes unless, at the time of, and immediately after, the payment, the Issuer is Solvent ( Solvency Condition ). A certificate signed by two directors or a director and a secretary of the Issuer is sufficient evidence as to whether or not the Issuer is Solvent unless it is proved to be incorrect;
(b) if all or any part of an amount that otherwise would be due and payable under these Terms is not due and payable because at the time of, and immediately after, the payment the Issuer would not be Solvent then, subject to clause 3.4, Holders have no claim or entitlement in respect of such non-payment and such non-payment does not constitute an Event of Default; and
(c) any amount not paid on account of the Solvency Condition remains a debt owing to the Holder of the Note by the Issuer until it is paid and will be payable on the first date on which payment can be made in compliance with the Solvency Condition.

2.3 No consent of Senior Creditors

Nothing in this clause 2 shall be taken to require the consent of any Senior Creditor to any provision of these Terms or any amendment thereto.

2.4 Not liabilities of the Issuer

The Notes are not:

(a) deposits with, nor deposit liabilities of, the Issuer or any other member of the AMP group for the purposes of the Banking Act;
(b) protected accounts of the Issuer for the purposes of the depositor protection provisions of the Banking Act or the financial claims scheme established under the Banking Act; nor
(c) guaranteed or insured by the Australian Government or under any compensation scheme of the Australian Government, or by any other government, under any other compensation scheme or by any government agency or any other party; nor
(d) secured over any of the Issuer’s, or any member of the AMP group’s, assets.

2.5 Agreements and acknowledgements of the Holders in relation to subordination

Each Holder irrevocably acknowledges and agrees that:

(a) this clause 2 is a debt subordination for the purposes of section 563C of the Corporations Act;
(b) without limiting its rights other than in respect of a Note, it must not exercise its voting rights as an unsecured creditor in a Winding-Up or administration of the Issuer in any jurisdiction to defeat the subordination in this clause 2;
(c) the debt subordination effected by this clause 2 is not affected by any act or omission of the Issuer or any Senior Creditor which might otherwise affect it at law or in equity;
(d) it must pay or deliver to the liquidator any amount or asset received on account of its claim in the Winding-Up in any jurisdiction in connection with a Note in excess of its stated entitlement under clause 2.1 above;
(e) there is no limit on the amount of debt or other obligations which rank equally with or ahead of the Notes that may be incurred or assumed by the Issuer; and
(f) without limiting clause 2.1 or clause 2.5(d), any payment received by a Holder in a Winding-Up prior to the payment in full of the claims of all Senior Creditors will be paid to, and must be held by, the Holder on trust for the liquidator until the claims of Senior Creditors are paid in full and must be paid to the liquidator on demand if required by the liquidator to enable the payment in full of those claims (provided that a Holder may assume that any payment received from the liquidator in a Winding-Up has been made after the payment in full of Senior Creditors and will not be bound by this paragraph unless otherwise notified by the liquidator at the time of payment).

3 Interest

3.1 Interest

Each Note bears interest ( Interest ) on its Face Value from (and including) its Issue Date to (but excluding) its Maturity Date or any earlier date on which it is redeemed in full, Converted in full, Written-off in full or otherwise cancelled in full. Interest accrues daily..

3.2 Interest Payment Dates

Interest in respect of each Note will be payable quarterly in arrear, on 7 January, 7 April, 7 July and 7 October each year, as adjusted by the Business Day Convention (each, an Interest Payment Date ), commencing on 7 January 2023.

3.3 Interest Rate determination

The Interest payable in respect of a Note for each Interest Period is to be calculated by the Issuer by multiplying the Interest Rate applicable to the Notes in respect of that Interest Period by the Face Value and multiplying the product by the Day Count Fraction in respect of that Interest Period. For the purposes of this clause 3.3:

Interest Rate means the rate (expressed as a percentage per annum) calculated according to the following formula:

Interest Rate = Reference Rate + Margin

where:

Reference Rate means:

(a) subject to paragraph 3.3(b)(ii), BBSW; and

(b) if the Issuer determines that a Reference Rate Disruption Event has occurred, then, subject to APRA’s prior written approval, the Issuer:
(i) shall use as the Reference Rate such Alternative Reference Rate as it may determine;
(ii) shall make such adjustments to these Terms as it determines are reasonably necessary to calculate Interest in accordance with such Alternative Reference Rate; and
(iii) in making the determinations under paragraphs (A) and (B) above:
- (A) shall act in good faith and in a commercially reasonable manner;
- (B) may consult with such sources of market practice as it considers appropriate; and
- (C) may otherwise make such determination in its discretion.

For the purposes of the foregoing:

(c) Alternative Reference Rate means a rate other than BBSW that is generally accepted in the Australian market as the successor to BBSW, or if there is no such rate:
(i) a reference rate that is, in the Issuer’s opinion, appropriate to floating rate debt securities of a tenor and interest period most comparable to that of the Notes; or
(ii) such other reference rate as the Issuer considers appropriate having regard to available comparable indices;
(d) BBSW means, for an Interest Period:
(i) the rate (expressed as a percentage per annum) designated “BBSW” in respect of prime bank eligible securities having a tenor closest to the Interest Period which rate ASX (or its successor as administrator of that rate) publishes through information vendors at approximately 10:30am (Sydney time) (or such other time at which such rate is accustomed to be so published) on the Determination Date;
(ii) if the Issuer determines that such rate (expressed as a percentage per annum) as is described in paragraph (A) immediately above:
- (A) is not published by midday (or such other time that the Issuer considers appropriate on that day); or
- (B) is published, but is affected by an obvious error,

such other rate (expressed as a percentage per annum) that the Issuer determines as appropriate having regard to comparable indices then available;

(e) Determination Date means the first day of the Interest Period; and
(f) Reference Rate Disruption Event means that, in the Issuer’s opinion BBSW:
(i) has been discontinued or otherwise ceased to be calculated or administered; or
(ii) is no longer generally accepted in the Australian market as a reference rate appropriate to floating rate debt securities of a tenor and interest period

comparable to that of the Notes.

Holders should note that APRA’s approval may not be given for any Alternative Reference Rate it considers to have the effect of increasing the Interest Rate contrary to applicable prudential standards.

Margin means 4.65% per annum.

3.4 Cumulative Interest

Provided that a Note has not been Redeemed, Converted or Written-off:

(a) Interest shall accrue at the Interest Rate in the manner provided in this clause 3 on:
(i) any amount of principal which is not paid by virtue of clause 2.2(a); and
(ii) any amount of principal, the payment of which is improperly withheld or refused when due and payable;
(b) any amount of Interest which is not paid by virtue of clause 2.2(a), or payment of which is improperly withheld or refused when due and payable, accumulates and accrues Interest at the Interest Rate (as if it were an amount of Face Value) as provided in this clause 3; and
(c) any amounts not paid by virtue of clause 2.2(a) and any amount accumulating under this clause 3.4 remains a debt owing and is due and payable:
(i) in the case of Interest, on the first Interest Payment Date; and
(ii) in the case of any other amount, on the first date,

on which amounts may be paid in compliance with the Solvency Condition.

3.5 Broken periods

If an interest amount is to be calculated in respect of interest accruing on a Note for a period other than an Interest Period, such interest shall be calculated by multiplying the Interest Rate applicable to the Notes by the amount accruing interest and multiplying the product by the Day Count Fraction in respect of that period.

4 General provisions applicable to Interest

4.1 Calculation of Interest amount

The Issuer must, as soon as practicable after calculating the Interest Rate in relation to each Interest Period for each Note, calculate the amount of Interest payable for the Interest Period in respect of the Face Value of each Note.

The amount of Interest payable on each Note for an Interest Period is calculated according to the following formula:

Interest Rate  Face Value  N Interest payable = 365

where:

N means, in respect of:

(a) the first Interest Payment Date in respect of a Note, the number of days from, and including, its Issue Date to, but excluding, that first Interest Payment Date; and

(b) each subsequent Interest Payment Date, the number of days from, and including, the preceding Interest Payment Date to, but excluding, that Interest Payment Date or, in the case of the last Interest Period, the Maturity Date or Redemption Date.

4.2 Notification of Interest Rate, Interest payable and other items

(a) In relation to each Interest Period, the Issuer must procure that the Calculation Agent notifies the Registrar (where the Calculation Agent is not the Registrar) and the Holders of the Interest Rate and the amount of Interest payable on each Note.
(b) The Issuer must give notice under this clause 4.2 as soon as practicable after it makes its calculations and, in any event, by no later than the fourth day of the relevant Interest Period.
(c) The Issuer may amend its calculation of any amount (or make appropriate alternative arrangements by way of adjustment) as a result of the extension or reduction of an Interest Period without prior notice, but must notify the Holders and the Registrar promptly after so doing.

4.3 Determination final

The determination by the Issuer of all amounts and rates to be calculated or determined by it under these Terms is, in the absence of manifest or proven error, final and binding on the Issuer, the Registrar and each Holder.

4.4 Calculations

For the purposes of any calculations required under these Terms:

(a) all percentages resulting from the calculations must be rounded, if necessary, to the nearest ten-thousandth of a percentage point (with 0.00005% being rounded up to 0.0001%);
(b) all figures must be rounded to four decimal places (with 0.00005 being rounded up to 0.0001); and
(c) all amounts that are due and payable to a Holder in respect of the Holder’s aggregate holding of Notes must be rounded to the nearest one Australian cent (with 0.5 of a cent being rounded up to one cent).

5 Redemption and purchase

5.1 Scheduled Redemption

Unless previously Redeemed in full, Converted in full, Written-off in full or otherwise cancelled in full, the Issuer shall Redeem each Note on the Maturity Date by payment of its Redemption Price.

5.2 Early Redemption by the Issuer

Unless previously Redeemed in full, Converted in full, Written-off in full or otherwise cancelled in full, with the prior written approval of APRA, the Issuer may, subject to clause 5.4 Redeem:

(a) all or some of the Notes on 7 October 2027 and on any Interest Payment Date thereafter up to but excluding the Maturity Date (each, an Optional Redemption Date ); or
(b) all or some of the Notes following the occurrence of a Tax Event or a Regulatory Event,

in each case by payment of the Redemption Price in respect of each Note Redeemed.

5.3 Partial Redemptions

If only some of the Notes are to be Redeemed under clause 5.2, the proportion of the Notes that are to be Redeemed will be specified in the notice given under clause 5.4 and the Issuer will endeavour to treat Holders on an approximately proportionate basis (although it may discriminate to take account of the effect on marketable parcels and other logistical considerations).

5.4 Early Redemption Notice

In order to Redeem Notes in accordance with clause 5.2, the Issuer must provide the Holders with written notice of its election to redeem (an Early Redemption Notice ), which must specify:

(a) the aggregate Face Value of Notes to be Redeemed;
(b) where clause 5.2(b) applies, the details of the Tax Event or Regulatory Event to which the Early Redemption Notice relates; and
(c) in either case, the Early Redemption Date, which:
(i) where clause 5.2(a) applies, will be the relevant Optional Redemption Date (in which case the date of the Early Redemption Notice must be at least 15 days prior to the Optional Redemption Date); and
(ii) where clause 5.2(b) applies, is the date nominated by the Issuer, provided that such date is at least 15 Business and no more than 45 Business after the date of the Early Redemption Notice.
(d) Any Redemption under this clause 5 is subject to clause 2.2.

Holders should not expect that APRA’s approval will be given for any early redemption or purchase of Notes under these Terms .

5.5 Effect of an Early Redemption Notice

Subject to clause 6, an Early Redemption Notice given under clause 5.4(a) is irrevocable and obliges the Issuer, subject to the Solvency Condition, to Redeem the aggregate Face Value of Notes specified in the Early Redemption Notice on the Early Redemption Date, by payment of the Redemption Price in respect of each Note to be Redeemed.

5.6 No Holder option for early Redemption

A Holder cannot require the Issuer or any other person to Redeem (or otherwise purchase) a Note prior to the Maturity Date.

5.7 Effect of redemption

Upon payment of the Redemption Price in respect of a Redemption of a Note, all of the Holder’s rights in relation to that Note will be immediately and irrevocably terminated.

5.8 Purchase

Subject to APRA’s prior written approval, the Issuer or any of its Related Entities may purchase Notes at any time, in any manner and at any price or consideration to which the Holder agrees. Such Notes may at the option of the acquirer, be held, resold or cancelled.

5.9 Early redemption and repurchase restrictions

The Issuer may only elect to redeem Notes under clause 5.2, and the Issuer or any of its Related Entities may only elect to purchase Notes under clause 5.8, if either:

(a) the Notes to be redeemed or repurchased are replaced (concurrently with the redemption or repurchase or beforehand) with a capital instrument of the same or better quality, and the replacement or repurchase of those Notes is done under conditions which are sustainable for the income capacity of the Issuer; or
(b) the Issuer obtains confirmation from APRA that APRA is satisfied that the capital position of the Issuer will be sufficient after the Notes are redeemed or repurchased.

6 Conversion on Non-Viability Trigger Event

6.1 Non-Viability Trigger Event

(a) A Non-Viability Trigger Event will occur when APRA:
(i) issues a written notice to the Issuer that it is necessary to convert to AMPL Ordinary Shares or write-off Relevant Capital Instruments because, without such conversion or write-off, APRA considers that the Issuer would become non-viable; or
(ii) notifies the Issuer in writing that it has determined that without a public sector injection of capital, or equivalent support, the Issuer would become nonviable.

A notice given or determination made by APRA under this clause 6.1(a) is a Non-Viability Determination .

(b) If a Non-Viability Trigger Event occurs:
(i) unless paragraph 6.1(b)(ii) applies, all Relevant Capital Instruments must be converted to AMPL Ordinary Shares or written-off; or
(ii) where clause 6.1(a)(i) applies, an amount of the Relevant Capital Instruments that is less than all Relevant Capital Instruments must be converted to AMPL Ordinary Shares or written-off if APRA is satisfied that conversion or write-off of that amount will be sufficient to ensure that the Issuer does not become non-viable.

A Non-Viability Determination takes effect immediately on the day it is received by the Issuer, whether or not such day is a Business Day, and the Issuer and AMPL must perform their respective obligations as set out in these Terms and the Implementation Deed in respect of the determination immediately on that day. This clause 6 is included for the purposes of the conversion and write-off provisions in APRA’s prudential standards as at the Issue Date.

6.2 Consequences of a Non-Viability Trigger Event

(a) If a Non-Viability Trigger Event occurs:
(i) on that date, whether or not that day is a Business Day (the Conversion Date ), the Issuer must immediately determine in accordance with the NonViability Determination:
- (A) the aggregate Face Value of Notes that will be Converted (such amount being the Required Amount ) and the aggregate nominal amount of other Relevant Capital Instruments which will be converted or written-off; and
- (B) the identity of the Holders at the time that the Conversion is to take effect on that date (and in making that determination, the Issuer may make any decisions with respect to the identity of the Holders at that time as may be necessary or desirable to ensure Conversion occurs in an orderly manner, including disregarding any transfers of Notes

that have not been settled or registered at that time);

(ii) subject only to clause 6.3 and despite any other provision in these Terms, on the Conversion Date the Required Amount of Notes will be Converted, and the relevant aggregate nominal amount of other Relevant Capital Instruments will be converted or written-off, in each case immediately and irrevocably; and
(iii) the Issuer must give notice to the Holders of the occurrence of a Non-Viability Trigger Event (a Non-Viability Trigger Event Notice ) as soon as practicable stating that Conversion has occurred together with the Conversion Date, the Required Amount of Notes which were Converted or Written-off and the relevant amount of other Relevant Capital Instruments which were converted or written-off.
(b) If in accordance with clause 6.1(b)(ii) only an amount of Relevant Capital Instruments is required to be converted to AMPL Ordinary Shares or written-off, the Issuer will determine the Required Amount of Notes which will be Converted and the principal amount of other Relevant Capital Instruments which will be converted or written-off as follows:
(i) first all Relevant Tier 1 Capital Instruments will be converted to AMPL Ordinary Shares or written-off;
(ii) second, if conversion or write-off of Relevant Tier 1 Capital Instruments is less than the amount sufficient to satisfy APRA that the Issuer would be viable (and provided that APRA has not withdrawn the Non-Viability Determination as a result of the conversion or write-off of the Relevant Tier 1 Capital Instruments), some or all of the Notes will be converted to AMPL Ordinary Shares and other Relevant Tier 2 Capital Instruments will be converted to AMPL Ordinary Shares or written-off in an aggregate amount which when added to the amount of Relevant Tier 1 Capital Instruments converted or written-off will satisfy APRA that the Issuer would be viable; and
(iii) in Converting the relevant Notes or converting or writing-off other Relevant Tier 2 Capital Instruments the Issuer and AMPL will endeavour to treat Holders and holders of other Relevant Tier 2 Capital Instruments on an approximately proportionate basis, but may discriminate to take account of the effect on marketable parcels and other logistical considerations and the need to effect the Conversion immediately.
(c) Nothing shall prevent, impede or delay the Conversion or Write-off of Notes as required by clause 6, including without limitation the following events:
(i) any failure or delay in the conversion or write-off of any other Relevant Capital Instruments;
(ii) any failure of or delay in giving a Non-Viability Trigger Event Notice;
(iii) any failure of or delay in quotation of the AMPL Ordinary Shares to be issued on or arising from Conversion;
(iv) any decision as to the identity of Holders whose Notes are to be Converted in accordance with clause 6.2(a)(i)(B);
(v) any requirement to select or adjust the amount of Notes to be Converted in accordance with clause 6.2(b)(iii); or
(vi) any failure or delay by a Holder or any other party to comply with the provisions of clause 6.5.

6.3 Write-off where Conversion does not occur

(a) Notwithstanding any other provisions of these Terms, if for any reason (including, without limitation, an Inability Event) Conversion of any Notes which are required to be Converted does not occur within 5 Business Days of the Conversion Date, then the relevant Holder’s rights (including to Interest and payment of Face Value and to be issued with the Conversion Number of AMPL Ordinary Shares) in relation to such Notes are immediately and irrevocably written-off and terminated ( Written-off ) with effect on and from the Conversion Date.
(b) The Issuer may, but is not required to, seek advice from reputable legal counsel as to whether an Inability Event has occurred and is subsisting. An Inability Event is taken to have occurred and subsist if the Issuer receives advice to that effect from such counsel. The seeking of advice by the Issuer under this clause 6.3(b) shall not delay or impede the Write-off of the Notes when required under clause 6.3(a).
(c) The Issuer must give notice to Holders if Conversion has not occurred by operation of this clause 6.3 but failure to give that notice shall not affect the operation of this clause 6.3.
6.4 Consent to receive AMPL Ordinary Shares and other acknowledgements

Subject to clause 6.3, each Holder irrevocably:

(a) upon receipt of the Conversion Number of AMPL Ordinary Shares following Conversion of Notes in accordance with this clause 6 and clause 7, consents to becoming a member of AMPL and agrees to be bound by the constitution of AMPL, in each case in respect of AMPL Ordinary Shares issued on Conversion;
(b) acknowledges and agrees that:
(i) Conversion is not subject to any conditions other than those expressly provided for in this clause 6 and clause 7;
(ii) Conversion must occur immediately on the Conversion Date and that may result in disruption or failures in trading or dealings in the Notes;
(iii) no conditions or events will affect the operation of this clause 6 and Holders will not have any rights to vote in respect of any Notes or portions thereof that are Converted or Written-off under this clause 6; and
(iv) notwithstanding clause 7.9, AMPL Ordinary Shares issued on Conversion may not be quoted at the time of Conversion or at all;
(v) the Issuer intends that the Notes constitute Tier 2 Capital and that they shall be able to absorb losses at the point of non-viability as described in APRA’s prudential standards and guidelines and that the Notes are subject to Conversion or Write-off in accordance with this clause 6, which is a fundamental term of these Terms;
(vi) any failure or delay in the completion of any procedure, formality or other matter connected with the Conversion or Writing-Off of a Note held by the Holder pursuant to this clause 6 shall not prevent, impede or delay the Writeoff of such Note (which shall be deemed to have occurred immediately with effect on and from the Conversion Date, notwithstanding such failure or delay);
(vii) unless it has given notice in accordance with clause 7.12 that it does not wish to receive AMPL Ordinary Shares as a result of Conversion, it is obliged to accept AMPL Ordinary Shares on Conversion notwithstanding anything that might otherwise affect a Conversion of Notes including, without limitation:
- (A) any change in the financial position of the Issuer, AMPL or the AMP group since the Issue Date;

(B) it being impossible or impracticable to list the AMPL Ordinary Shares on the ASX;
(C) it being impossible or impracticable to sell or otherwise dispose of the AMPL Ordinary Shares;
(D) any disruption to the market or potential market for AMPL Ordinary Shares or capital markets generally;
(E) any breach by the Issuer or AMPL of any obligation in connection with the Notes; or
(F) the occurrence of a Regulatory Event or a Tax Event;
(c) acknowledges and agrees that where clause 6.3 applies, no other conditions or events will affect the operation of that clause and it will not have any rights to vote in respect of any termination under that clause;
(d) acknowledges and agrees that it has no right to request a Conversion, Redemption of or payment in respect of the Conversion of a Note or any portion thereof;
(e) acknowledges and agrees that it has no remedies on account of the failure of AMPL to issue AMPL Ordinary Shares in accordance with this clause 6 other than, subject to clause 6.3, to seek specific performance of the Issuer’s obligation to issue AMPL Ordinary Shares;
(f) if a Conversion does not occur in the circumstances contemplated in clause 6.3, each Note or portion thereof subject to such Conversion will be Written-off;
(g) it will provide the Issuer and AMPL with any information that the Issuer or AMPL considers necessary or desirable, or to take any and all such action as is within the reasonable control of that Holder, to give effect to a Conversion;
(h) it has no remedies on account of a failure by AMPL or any Related Body Corporate:
(A) to make any payment in respect of Conversion;
(B) to issue AMPL Ordinary Shares as required in respect of a Conversion other than (and subject always to clause 4.3) to seek specific performance of the obligation to issue the AMPL Ordinary Shares; or
(C) to perform any of the Related Conversion Steps;
(i) prior to a Conversion, a Note does not create or confer any voting rights in respect of any member of the AMP group; and
(j) subject to applicable law, it is not entitled to be provided with copies of any notices of general meetings of the Issuer or AMPL or any other documents (including annual reports and financial statements) sent by the Issuer or AMPL to holders of ordinary shares or other securities (if any) in the Issuer or AMPL.

6.5 Partial Conversion or Write-off

For any Note which is to be Converted or Written-off only in part:

(a) for the purposes of the transfer of that portion of that Note to AMPL in accordance with clause 7.1(b), the principal amount of that Note to be Converted and the principal amount of that Note that is not to be Converted shall each be deemed to be a separate Note with a Face Value equal to the relevant principal amount;
(b) the amount of Interest payable in respect of the Note that is not to be Converted on

each Interest Payment Date falling after that Conversion Date will be reduced and calculated on the Face Value of that Note as so reduced on the date of the Conversion or Write-off;

(c) the voting entitlement of the Holder of that Note in respect of that Note will be adjusted and calculated on the Face Value of that Note as so reduced on the date of the Conversion or Write-off; and
(d) the Redemption Price that may be payable on redemption of that Note on and from that date of the Conversion or Write-off will be adjusted and calculated on the Face Value of the Note as so reduced on such date.

6.6 Obligations of AMPL

AMPL irrevocably undertakes for the benefit of Holders:

(a) to perform its obligations relating to a Conversion (including in connection with the issue and delivery of AMPL Ordinary Shares) as provided in these Terms;
(b) to use all reasonable endeavours to procure quotation of the AMPL Ordinary Shares issued on or arising from a Conversion on ASX. Each Holder of Notes so Converted agrees not to trade AMPL Ordinary Shares issued on a Conversion (except as permitted by the Corporations Act, other applicable laws and the ASX Listing Rules) until AMPL has taken such steps as are required by the Corporations Act, other applicable laws and the ASX Listing Rules for the AMPL Ordinary Shares to be freely tradable without further disclosure or other action and agrees that AMPL may impose a holding lock or refuse to register a transfer in respect of AMPL Ordinary Shares until such time;
(c) to ensure that the AMPL Ordinary Shares issued or arising from a Conversion will rank equally with all other fully paid AMPL Ordinary Shares;
(d) from the applicable Conversion Date, subject to clause 6.3 and clause 6.4(h), to treat the Holder in respect of its Notes as the holder of the Conversion Number of AMPL Ordinary Shares and will take all such steps, including updating any register, required to record the Conversion; and
(e) otherwise to comply with the Terms.

7 Conversion Mechanics

7.1 Conversion

On a Conversion Date, subject to clauses 6.3 and 7.12, each of the events described in this clause 7.1 shall occur in respect of any Notes or portion thereof to be Converted:

(a) AMPL shall allot and issue the Conversion Number of AMPL Ordinary Shares to the Holder of the Note (or as they may direct) for a subscription price equal to the Face Value of that Note or portion thereof.

The Conversion Number will be calculated by the Issuer in accordance with the following formula:

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subject to the Conversion Number being no greater than the Maximum Conversion Number.

where:

VWAP (expressed in dollars and cents) means the VWAP during the VWAP Period;

and

Maximum Conversion Number means a number calculated by the Issuer on the Issue Date in accordance with the following formula:

Face Value MaximumConversionNumber= 0.20 x Issue Date VWAP

(b) The rights of each Holder of each relevant Note or portion thereof (including to payment of Interest) in relation to the Face Value of that Note or portion thereof will be automatically and irrevocably transferred free from any Encumbrance to AMPL or an Approved Nominee for an amount payable by AMPL equal to the Face Value of that Note or portion thereof and AMPL will apply that Face Value or portion thereof by way of payment for subscription for the AMPL Ordinary Shares to be allotted and issued under clause 7.1(a). Each Holder of Notes or any portion thereof is taken to have irrevocably directed that any amount payable under this clause 7.1(b) is to be applied as provided for in clause 7.1(a) and no such Holder (or other person claiming through a Holder) has any right to payment in any other way.
(c) If the total number of AMPL Ordinary Shares to be allotted and issued in respect of a Holder’s aggregate holding of Notes or portions thereof upon Conversion includes a fraction of an AMPL Ordinary Share, that fraction of an AMPL Ordinary Share will be disregarded.
(d) All rights to payment of Interest or any other amount owing, both in the future and as accrued but unpaid as at the Conversion Date, in relation to such Note or portion thereof transferred will be immediately and irrevocably terminated for no other consideration.
(e) As agreed between, amongst others, AMPL and the Issuer under the Implementation Deed, AMPL, the Issuer and their Related Bodies Corporate will deal with the Notes or portions thereof being Converted so that fully paid ordinary shares in the capital of the Issuer are issued to, or as directed by, AMPL or to a Related Body Corporate of AMPL nominated by AMPL (which is a holding company of the Issuer and which itself issues ordinary shares to, or as directed by, AMPL), for an aggregate issue price equal to the aggregate Face Value of the Notes and the Notes transferred to AMPL or to an Approved Nominee in accordance with this clause 7.1 shall be redeemed and cancelled (the Related Conversion Steps ).

7.2 Adjustments to VWAP generally

For the purposes of calculating VWAP under clause 7.1:

(a) where, on some or all of the Business Days in the relevant VWAP Period, AMPL Ordinary Shares have been quoted on ASX as cum dividend or cum any other distribution or entitlement and Notes or portions thereof will be Converted into AMPL Ordinary Shares after that date and those AMPL Ordinary Shares will no longer carry that dividend or any other distribution or entitlement, then the VWAP on the Business Days on which those AMPL Ordinary Shares have been quoted cum dividend or cum any other distribution or entitlement will be reduced by an amount ( Cum Value ) equal to:
(i) in the case of a dividend or other distribution, the amount of that dividend or other distribution including, if the dividend or other distribution is franked, the amount that would be included in the assessable income of a recipient of the dividend or other distribution who is a natural person resident in Australia under the Tax Legislation and eligible to receive franked distribution;
(ii) in the case of any other entitlement that is not a dividend or other distribution for which adjustment is made under clause 7.2(a)(i) which is traded on ASX on any of those Business Days, the volume weighted average sale price of all such entitlements sold on ASX during the VWAP Period on the Business

Days on which those entitlements were traded (excluding trades of the kind that would be excluded in determining VWAP under the definition of that term); or

(iii) in the case of other entitlements for which adjustment is not made under clause 7.2(a)(i) or clause 7.2(a)(ii), the value of the entitlement as reasonably determined by the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, AMPL Ordinary Shares have been quoted as ex dividend or ex any other distribution or entitlement, and Notes or portions therefore will be Converted into AMPL Ordinary Shares which would be entitled to receive the relevant dividend or other distribution or entitlement, the VWAP on the Business Days on which those AMPL Ordinary Shares have been quoted ex dividend or ex any other distribution or entitlement will be increased by the Cum Value.

7.3 Adjustments to VWAP for capital reconstruction

(a) Where during the relevant VWAP Period there is a change to the number of AMPL Ordinary Shares on issue because the AMPL Ordinary Shares are reconstructed, consolidated, divided or reclassified (in a manner not involving any cash payment to or by holders of AMPL Ordinary Shares) ( Reclassification ) into a lesser or greater number, the daily VWAP for each day in the VWAP Period which falls before the date on which trading in AMPL Ordinary Shares is conducted on a post Reclassification basis will be adjusted by multiplying the VWAP applicable on the Business Day immediately before the date of any such Reclassification by the following formula:

A

B

where:

A means the aggregate number of AMPL Ordinary Shares immediately before the Reclassification; and

B means the aggregate number of AMPL Ordinary Shares immediately after the Reclassification.

(b) Any adjustment made by the Calculation Agent in accordance with clause 7.3(a) will be effective and binding on Holders under these Terms and these Terms will be construed accordingly. Any such adjustment must be promptly notified to all Holders.

7.4 Adjustments to Issue Date VWAP generally

For the purposes of determining the Issue Date VWAP under clause 7.1, adjustments to the VWAP will be made by the Calculation Agent in accordance with clauses 7.2 and 7.3 during the VWAP Period for the Issue Date VWAP. On and from the Issue Date, adjustments to the Issue Date VWAP:

(a) may be made by the Calculation Agent in accordance with clauses 7.5, 7.6 and 7.7; and
(b) if so made, will be effective and binding on Holders under these Terms and these Terms will be construed accordingly. Any such adjustment must be promptly notified to all Holders.

7.5 Adjustments to Issue Date VWAP for bonus issues

(a) Subject to clause 7.5(b), if AMPL makes a pro-rata bonus issue of AMPL Ordinary Shares to holders of AMPL Ordinary Shares generally, the Issue Date VWAP will be adjusted immediately in accordance with the following formula:

V = Vo x RD / (RD + RN)

where:

V means the Issue Date VWAP applying immediately after the application of this formula;

Vo means the Issue Date VWAP applying immediately prior to the application of this formula;

RD means the number of AMPL Ordinary Shares on issue immediately prior to the allotment of new AMPL Ordinary Shares pursuant to the bonus issue; and

RN means the number of AMPL Ordinary Shares issued pursuant to the bonus issue.

(b) Clause 7.5(a) does not apply to AMPL Ordinary Shares issued as part of a bonus share plan, employee or executive share plan, executive option plan, share top up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purposes of this clause 7.5, an issue will be regarded as a bonus issue notwithstanding that AMPL does not make offers to some or all holders of AMPL Ordinary Shares with registered addresses outside Australia, provided that in doing so AMPL is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this clause 7.5 for any offer of AMPL Ordinary Shares not covered by clause 7.5(a), including a rights issue or other essentially pro rata issue. The fact that no adjustment is made for an issue of AMPL Ordinary Shares except as covered by clause 7.5(a) shall not in any way restrict AMPL from issuing AMPL Ordinary Shares at any time on such terms as it sees fit nor be taken to constitute a modification or variation of rights or privileges of Holders or otherwise requiring any consent or concurrence of the Holders.

7.6 Adjustments to Issue Date VWAP for capital reconstruction

(a) If at any time after the Issue Date there is a change in the number of AMPL Ordinary Shares on issue as a result of a Reclassification, the Issuer will adjust the Issue Date VWAP by multiplying the Issue Date VWAP applicable on the Business Day immediately before the date of any such Reclassification by the following formula:

A B

where:

A means the aggregate number of AMPL Ordinary Shares on issue immediately before the Reclassification; and

B means the aggregate number of AMPL Ordinary Shares on issue immediately after the Reclassification.

(b) Each Holder acknowledges that AMPL may consolidate, divide or reclassify securities so that there is a lesser or greater number of AMPL Ordinary Shares at any time in its absolute discretion without any such action constituting a modification or variation of rights or privileges of Holders or otherwise requiring any consent or concurrence.

7.7 No adjustment to Issue Date VWAP in certain circumstances

Despite the provisions of clauses 7.5 and 7.6, no adjustment will be made to the Issue Date VWAP where any such adjustment (rounded if applicable) would be less than one per cent of the Issue Date VWAP then in effect. Any adjustment not made in accordance with this clause 7.7 shall be carried forward and taken into account in determining whether any subsequent adjustment shall be made.

7.8 Announcement of adjustments to Issue Date VWAP

The Issuer may determine an adjustment to the Issue Date VWAP under clauses 7.5 and 7.6. Such an adjustment will be:

(a) determined as soon as reasonably practicable following the relevant event; and
(b) notified to the Holders (an Adjustment Notice ) within 10 Business Days of the Issuer determining the adjustment.

The adjustment set out in the Adjustment Notice will be final and binding on Holders and the Terms will be construed accordingly.

7.9 Status and listing of AMPL Ordinary Shares

(a) The Issuer agrees that AMPL Ordinary Shares issued on Conversion will rank equally with all other fully paid AMPL Ordinary Shares.
(b) The Issuer agrees to use all reasonable endeavours to list the AMPL Ordinary Shares issued on Conversion on ASX.

7.10 Information for Conversion

Where a Note is required to be Converted under these Terms, a Holder wishing to receive AMPL Ordinary Shares must in a Holder Details Notice to be given no later than the Conversion Date have provided to the Issuer:

(a) its name and address (or the name and address of any person in whose name it directs the AMPL Ordinary Shares to be issued) for entry into any register of title and receipt of any certificate or holding statement in respect of any AMPL Ordinary Shares;
(b) the security account details in CHESS or such other account to which the AMPL Ordinary Shares may be credited; and
(c) such other information as is reasonably requested by the Issuer for the purposes of enabling it to issue the Conversion Number of AMPL Ordinary Shares to such Holder.

The Issuer has no duty to seek or obtain such information.

7.11 Failure to Convert

(a) Subject to clause 6.3 and clause 7.12(g), if, in respect of a Conversion of a Note or any portion thereof, AMPL fails to issue the AMPL Ordinary Shares to, or in accordance with the instructions of, the relevant Holder of that Note on the applicable Conversion Date or to the Sale and Transfer Agent where clause 7.12 applies, the Face Value of that Note or portion thereof shall nonetheless be transferred and dealt with in accordance with clause 7.1(b), clause 7.1(d) and clause 7.1(e) and the remedies of any Holder of that Note in respect of that failure are limited to seeking an order for specific performance of AMPL’s obligations to issue AMPL Ordinary Shares.
(b) If, in respect of a Conversion of a Note or portion thereof, that Note or portion thereof is not transferred on the Conversion Date free from Encumbrance to AMPL or its Approved Nominee, AMPL shall issue the Conversion Number of AMPL Ordinary Shares to the Holder in respect of that Note and all rights of the relevant Holder (and any person claiming through the Holder) in such Note or portion thereof are taken to have ceased and that Note or portion thereof shall be cancelled.
(c) This clause 7 does not affect the obligation of AMPL to deliver the AMPL Ordinary Shares or of the Holder of a relevant Note to transfer that Note or portion thereof when required in accordance with these terms.

7.12 Holders of Notes whose AMPL Ordinary Shares are to be sold

Subject to clause 6.3, if any Note or portion thereof is required to be Converted and if:

(a) the Holder has notified the Issuer that it does not wish to receive AMPL Ordinary Shares as a result of Conversion (whether entirely or to the extent specified in the notice), which notice may be given at any time on or after the Issue Date and no less than 15 Business Days prior to the Conversion Date; or
(b) the Holder is a Foreign Holder; or
(c) for any reason (whether or not due to the fault of the Holder):
(i) the Issuer or AMPL has not received the information required by clause 7.10 prior to the Conversion Date and the lack of such information would prevent the Issuer from issuing the AMPL Ordinary Shares to the Holder on the Conversion Date; or
(ii) FATCA Withholding is required to be made in respect of the AMPL Ordinary Shares to be issued upon Conversion; or
(d) AMPL is of the opinion that under an Applicable Shareholding Law, the Holder of that Note is prohibited from acquiring some or all of the Conversion Number of AMPL Ordinary Shares on the Conversion Date;

then, subject to clause 7.12(e), the Issuer will use reasonable endeavours to appoint a Sale and Transfer Agent (which is not the Issuer or any Related Entity of the Issuer) on such terms as the Issuer considers reasonable, who will act in accordance with clause 7.12(f) where the Issuer, AMPL and the Sale and Transfer Agent can be satisfied that the obligation in clause 7.12(f) may be performed in respect of the relevant Note and the relevant AMPL Ordinary Shares in accordance with all applicable laws and without the Issuer, AMPL or the Sale and Transfer Agent having to take steps which any of them regard as unacceptable or onerous.

On the Conversion Date:

(e) where clause 7.12(a), clause 7.12(b), clause 7.12(c)(ii) or clause 7.12(d) applies, AMPL will issue the Conversion Number of AMPL Ordinary Shares to the Holder of that Note only to the extent (if at all) that:
(i) where clause 7.12(a) applies, the Holder’s notice referred to in clause 7.12(a) indicates the Holder wishes to receive them;
(ii) where clause 7.12(b) applies, the Foreign Holder has notified the Issuer that it wishes to receive AMPL Ordinary Shares as a result of the Conversion (whether entirely or to the extent specified in the notice), which notice may be given at any time on or after the Issue Date and no less than 15 Business Days prior to the Conversion Date, and AMPL is satisfied that the laws of both Australia and the Foreign Holder’s country of residence permit the issue of the Conversion Number of AMPL Ordinary Shares to the Foreign Holder as contemplated by this clause 7.12 (but as to which AMPL is not bound to enquire), either unconditionally or after compliance with conditions which AMPL, in its absolute discretion, regards as acceptable and not unduly onerous;
(iii) where clause 7.12(c)(ii) applies, AMPL, in its absolute discretion, considers that it can do so in accordance with the requirements applicable to the relevant FATCA Withholding without it having to take steps which it regards as unacceptable or onerous; or
(iv) where clause 7.12(d) applies, the issue would, in AMPL’s opinion, result in the Holder receiving the maximum number of AMPL Ordinary Shares the

Holder is permitted to acquire in compliance with Applicable Shareholding Law as at the Conversion Date;

(f) otherwise, subject to clause 7.12(g) and clause 6.3, AMPL will issue the balance of the Conversion Number of AMPL Ordinary Shares in respect of that Holder to the Sale and Transfer Agent on the terms that, at the first reasonable opportunity to sell the AMPL Ordinary Shares, the Sale and Transfer Agent will arrange for their sale and pay to the Holder of the relevant Note on a date determined by the Sale and Transfer Agent a cash amount equal to the Attributable Proceeds of the Holder of that Note (and, where a FATCA Withholding has been required to be made, will remit the cash amount referable to the FATCA Withholding to, or as directed by, the relevant authority or agency). The issue of AMPL Ordinary Shares to the Sale and Transfer Agent will satisfy all obligations of AMPL and its Related Bodies Corporate in connection with the Conversion, that Note or portion thereof will be deemed Converted and will be dealt with in accordance with clause 7.1 and, on and from the issue of AMPL Ordinary Shares, the rights of the Holder of that Note the subject of this clause 7.12 are limited to its rights in respect of the AMPL Ordinary Shares or the Attributable Proceeds as provided in this clause 7.12; and
(g) where clause 7.12(f) applies in respect of a Holder of a Note and a Sale and Transfer Agent is unable to be appointed, or any of the Issuer, AMPL or the Sale and Transfer Agent is of the opinion that the issue of AMPL Ordinary Shares to the Sale and Transfer Agent and subsequent delivery or sale in accordance with clause 7.12(f) cannot be undertaken in accordance with Applicable Shareholding Law or other applicable law (or can be undertaken in accordance with Applicable Shareholding Law or applicable law only after AMPL or the Sale and Transfer Agent take steps which any of the Issuer, AMPL or the Sale and Transfer Agent regard as onerous) then, without in any way limiting clause 6.3, if either or both of AMPL and the Sale and Transfer Agent is of the opinion that the issue of AMPL Ordinary Shares cannot be undertaken within 5 Business Days of the Conversion Date to the Sale and Transfer Agent in accordance with clause 7.12(f) or otherwise to the Holder of that Note in accordance with clause 7.12, then that Note or portion thereof will be Writtenoff.
(h) Nothing in this clause 7.12 shall affect the Conversion of any Note or portion thereof to any Holder of that Note which is not a person to which any of clause 7.12(a) to clause 7.12(f) applies.
(i) For the purpose of this clause 7.12, none of the Issuer, AMPL, the Sale and Transfer Agent or any other person owes any obligations or duties to the Holders in relation to the price at which AMPL Ordinary Shares are sold or has any liability for any loss suffered by a Holder as a result of the sale of AMPL Ordinary Shares.

7.13 No right of Holders to require Conversion

No Notes can, or will, be Converted at the option of a Holder.

7.14 Conversion if amounts not paid

For the avoidance of doubt, Conversion may occur even if an amount is not paid to a Holder as a consequence of clause 2.2.

7.15 Conversion after Winding-Up commences

If a Non-Viability Trigger Event occurs, then Conversion shall occur (subject to clause 6.3) in accordance with clauses 6 and 7 notwithstanding that an order is made by a court, or an effective resolution is passed, for the Winding-Up of the Issuer.

7.16 Power of Attorney

Each Holder, by its purchase or holding of an interest in such Notes irrevocably:

(a) appoints each of AMPL, the Issuer, any Sale and Transfer Agent, their respective duly authorised officers and any liquidator, administrator, statutory manager or other similar official of AMPL or the Issuer (each an Appointed Person ) severally to be the attorneys of the Holder and the agents of the Holder, with the power in the name and on behalf of the Holder to:
(i) do all such acts and things (including, without limitation, signing all documents, instruments or transfers or instructing CHESS) as may, in the opinion of the Appointed Person, be necessary or desirable to be done in order to give effect to, record or perfect a Conversion or Write-off (as applicable) in accordance with clause 6 and this clause 7;
(ii) do all other things which an Appointed Person reasonably believes to be necessary or desirable to give effect to the Terms; and
(iii) appoint in turn its own agent or delegate; and
(b) authorises and directs the Issuer and/or the Registrar to make such entries in the Register, including amendments and additions to the Register, which the Issuer and/or the Registrar may consider necessary or desirable to record an Conversion or Write-off (as applicable):

The power of attorney given in this clause 7.16 is given for valuable consideration and to secure the performance by the Holder of the Holder’s obligations under the Terms, is irrevocable and shall survive and not be affected by the subsequent disability or incapacity of the Holder (or, if such Holder is an entity, by its dissolution or termination). An Appointed Person shall have no liability in respect of any acts duly performed in accordance with power of attorney given in this clause 7.16.

8 Events of Default

8.1 Events of Default

An Event of Default occurs in relation to the Notes if:

(a) either:
(i) the Issuer fails to pay any part of the Redemption Price in respect of the Notes of that Series within 14 days of the relevant due date; or
(ii) the Issuer fails to pay an amount of Interest within 30 days of the due date for payment,

(b) either:
(i) an order is made by a court and the order is not successfully appealed or permanently stayed within 60 days of the making of the order; or
(ii) an effective resolution is passed,

for the Winding-Up of the Issuer in Australia, in each case other than in connection with a scheme of amalgamation or reconstruction not involving the bankruptcy or insolvency of the Issuer (a Winding-Up Default ).

8.2 Notification

If an Event of Default occurs, the Issuer must, promptly after becoming aware of it, notify the Holders and the Registrar of the occurrence of the Event of Default, specifying whether it is a

Payment Default or a Winding-Up Default.

8.3 Enforcement

If an Event of Default occurs and is continuing:

(a) in the case of a Payment Default, a Holder of a Note may bring proceedings:
(i) to recover any amount then due and payable but unpaid on that Note (subject to clause 2.2);
(ii) to obtain a court order for specific performance of any other obligation in respect of that Note; or
(iii) for the Winding-Up of the Issuer; and
(b) in the case of a Winding-Up Default, in addition to taking any of the actions specified in clause 8.3(a)(i) or (iii), a Holder of a Note may declare by notice to the Issuer that the Redemption Price of that Note is payable on a date specified in the notice and, subject to clause 2, may prove in the Winding-Up of the Issuer for that amount.

8.4 No other remedies

No Holder may exercise any other remedies (including any right to sue for damages which has the same economic effect as acceleration) as a consequence of an Event of Default or other default other than as specified in this clause 8.3 or as otherwise expressly provided in these Terms (but this does not affect the Holders’ rights, subject to these Terms and the Deed Poll, to seek an injunction or order for specific performance in respect of an obligation).

9 Title and transfer of Notes

9.1 Title

Title to Notes passes when details of the transfer are entered in the Register.

9.2 Effect of entries in Register

Each entry in the Register in respect of a Note constitutes:

(a) an unconditional and irrevocable undertaking by the Issuer to the Holder to pay principal, Interest and any other amount subject to, and in accordance with, these Terms; and
(b) an entitlement to the other benefits given to Holders under these Terms and the Deed Poll in respect of the Note.

9.3 Register conclusive as to ownership

Entries in the Register in relation to a Note constitute conclusive evidence that the person so entered is the absolute owner of the Note subject to correction for fraud or error.

9.4 Non-recognition of interests

Except as required by law, the Issuer and the Registrar must treat the person whose name is entered in the Register as the holder of a Note as the absolute owner of that Note. This clause 9.4 applies whether or not a Note is overdue and despite any notice of ownership, trust or interest in the Note.

9.5 Joint holders

Where two or more persons are entered in the Register as the joint holders of a Note then they are taken to hold the Note as joint tenants with rights of survivorship, but the Registrar is

not bound to register more than four persons as joint holders of any Note.

9.6 Austraclear

(a) If Notes are lodged in the Austraclear System, the Registrar will enter Austraclear in the Register as the Holder of those Notes. While those Notes remain in the Austraclear System, all dealings (including transfers and payments) in relation to those Notes within the Austraclear System will be governed by the regulations for the Austraclear System (but without affecting any Term which may cause APRA to object to the AMP group using or having used the proceeds of the Notes to fund or support the funding of Tier 2 Capital of a Regulated Entity within the AMP group).
(b) Where Austraclear is recorded in the Register as the Holder, each person in whose Security Record (as defined in the Austraclear Regulations) a Note is recorded is deemed to acknowledge in favour of the Registrar and Austraclear that:
(i) the Registrar’s decision to act as the Registrar of the Note does not constitute a recommendation or endorsement by the Registrar or Austraclear in relation to the Note but only indicates that such Note is considered by the Registrar to be compatible with the performance by it of its obligations as Registrar under its agreement with the Issuer to act as Registrar of the Note; and
(ii) the Holder does not rely on any fact, matter or circumstance contrary to clause 9.6(b)(i).

9.7 Transfers in whole

Notes may be transferred in whole but not in part.

9.8 Transfer

(a) Where Notes are not lodged in the Austraclear System, subject to clause 9.9, all applications to transfer Notes must be made by lodging with the Registrar a properly completed transfer and acceptance form in the form approved by the Issuer and the Registrar signed by both the transferor and the transferee. Transfer and acceptance forms are available from any Registry Office.
(b) Notes lodged in the Austraclear System will be transferable only in accordance with the Austraclear Regulations.

9.9 Limit on Transfer

(a) The Notes may only be transferred pursuant to offers received in Australia if:
(i) the aggregate consideration payable at the time of transfer is at least A$500,000 (disregarding moneys lent by the transferor or its associates) or the Notes are otherwise transferred in a manner which does not require disclosure in accordance with Part 6D.2 or Chapter 7 of the Corporations Act; and
(ii) the transfer does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act.
(b) Notes may only be transferred between persons in a jurisdiction or jurisdictions other than Australia if the transfer is in compliance with the laws of the jurisdiction in which the transfer takes place and the transfer of the Notes otherwise does not require disclosure to investors in accordance with the laws of the jurisdiction in which the transfer takes place.

9.10 Austraclear Services Limited as Registrar

If Austraclear Services Limited is the Registrar and Notes are lodged in the Austraclear

System, despite any other provision of these Terms, those Notes are not transferable on the Register, and the Issuer may not, and must procure that the Registrar does not, register any transfer of those Notes issued by it and no member of the Austraclear System has the right to request any registration of any transfer of the relevant Notes, except:

(a) for the purposes of any Conversion, Redemption, repurchase or cancellation of the relevant Note, a transfer of the relevant Note from Austraclear to the Issuer may be entered in the Register; and
(b) if Austraclear exercises or purports to exercise any power it may have under the Austraclear Regulations from time to time for the Austraclear System or these Terms, to require the relevant Note to be transferred on the Register to a member of the Austraclear System, the relevant Note may be transferred on the Register from Austraclear to the member of the Austraclear System.

In any of these cases, the relevant Note will cease to be held in the Austraclear System.

9.11 Delivery of instrument

If an instrument is used to transfer Notes according to clause 9.8, it must be delivered to the Registrar, together with such evidence (if any) as the Registrar reasonably requires to prove the title of the transferor to, or right of the transferor to transfer, the Notes.

9.12 Refusal to register

The Issuer may only refuse to register a transfer of any Notes if such registration would contravene or is forbidden by Austraclear Regulations or the Terms.

If the Issuer refuses to register a transfer, the Issuer must give the lodging party notice of the refusal and the reasons for it within five Business Days after the date on which the transfer was delivered to the Registrar.

9.13 Transferor to remain Holder until registration

A transferor of a Note remains the Holder in respect of that Note until the transfer is registered and the name of the transferee is entered in the Register.

9.14 Effect of transfer

Upon registration and entry of the transferee in the Register the transferor ceases to be entitled to future benefits under the Deed Poll in respect of the transferred Notes and the transferee becomes so entitled in accordance with clause 9.2.

9.15 Estates

A person becoming entitled to a Note as a consequence of the death or bankruptcy of a Holder or of a vesting order or a person administering the estate of a Holder may, upon producing such evidence as to that entitlement or status as the Registrar considers sufficient, transfer the Note or, if so entitled, become registered as the holder of the Note.

9.16 Transfer of unidentified Notes

Where the transferor executes a transfer of less than all Notes registered in its name, and the specific Notes to be transferred are not identified, the Registrar may register the transfer in respect of such of the Notes registered in the name of the transferor as the Registrar thinks fit, provided the aggregate of the Face Value of all the Notes registered as having been transferred equals the aggregate of the Face Value of all the Notes expressed to be transferred in the transfer.

10 Payments

10.1 Summary of payment provisions

Payments in respect of Notes will be made in accordance with this clause 10.

10.2 Payments subject to law

All payments are subject to applicable law, but without prejudice to the provisions of clause 11.

10.3 Payments on Business Days

If a payment:

(a) is due on a Note on a day which is not a Business Day then the due date for payment will be postponed to the first following day that is a Business Day; or
(b) is to be made to an account on a Business Day on which banks are not open for general banking business in the place in which the account is located, then the due date for payment will be the first following day on which banks are open for general banking business in that place,

and in either case, the Holder is not entitled to any additional payment in respect of that delay.

Nothing in this clause applies to any payment referred to in clause 7.1(b), which occurs on the Conversion Date as provided in clause 7.1.

10.4 Payment of principal

Payments of principal will be made to each person registered at the close of business on the payment date as the holder of a Note.

10.5 Payment of Interest

Payments of Interest in respect of a Note will be made to each person registered at the close of business on the Record Date as the holder of that Note.

10.6 Payments to accounts

Monies payable by the Issuer to a Holder may be paid in any manner in which cash may be paid as the Issuer decides, including by any method of direct credit determined by the Issuer to the Holder or Holders shown on the Register or to such person or place directed by them.

10.7 Payments by cheque

The Issuer may decide that payments in respect of the Note will be made by cheque sent by prepaid post on the payment date, at the risk of the registered Holder, to the Holder (or to the first named joint holder of the Note) at its address appearing in the Register at the close of business on the Record Date. Cheques sent to the nominated address of a Holder will be taken to have been received by the Holder on the payment date and, no further amount will be payable by the Issuer in respect of the Notes as a result of the Holder not receiving payment on the due date.

10.8 Unsuccessful attempts to pay

Subject to applicable law, where the Issuer:

(a) decides that an amount is to be paid to a Holder by a method of direct credit and the Holder has not given a direction as to where amounts are to be paid by that method;
(b) attempts to pay an amount to a Holder by direct credit, electronic transfer of funds or

any other means and the transfer is unsuccessful;

(c) has made reasonable efforts to locate a Holder but is unable to do so; or
(d) has issued a cheque which has not been presented within six months of its date, then the Issuer may cancel such cheque,

then, in each case, the amount is to be held by the Issuer for the Holder in a non-interest bearing deposit with a bank selected by the Issuer until the Holder or any legal personal representative of the Holder claims the amount or the amount is paid by the Issuer according to the legislation relating to unclaimed moneys.

10.9 Payment to joint Holders

A payment to any one of joint Holders will discharge the Issuer’s liability in respect of the payment.

11 Taxation

11.1 No set-off, counterclaim or deductions

All payments in respect of the Notes must be made in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes, unless required by law.

11.2 Withholding tax

Subject to clause 11.3, if a law requires the Issuer to withhold or deduct an amount in respect of Taxes from a payment in respect of the Notes such that the Holder would not actually receive on the due date the full amount provided for under the Notes, then:

(a) the Issuer agrees to deduct the amount for the Taxes (and any further withholding or deduction applicable to any further payment due under paragraph (b) below); and
(b) if the amount deducted or withheld is in respect of Taxes imposed within Australia, the amount payable is increased so that, after making the deduction and further deductions applicable to additional amounts payable under this clause 11.2, each Holder is entitled to receive (at the time the payment is due) the amount it would have received if no deductions or withholdings had been required to be made.

11.3 Withholding tax exemptions

No Additional Amounts are payable under clause 11.2(b) in respect of any Note:

(a) to, or to a third party on behalf of, a Holder who is liable to such Taxes in respect of such Note by reason of the person having some connection with Australia other than the mere holding of such Note or receipt of payment in respect of the Note provided that a Holder shall not be regarded as having a connection with Australia for the reason that the Holder is a resident of Australia within the meaning of the Tax Legislation where, and to the extent that, such taxes are payable by reason of section 128B(2A) of the Tax Legislation;
(b) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such Taxes by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or similar claim for exemption to any tax authority;
(c) to, or to a third party on behalf of, a Holder who is an Offshore Associate of the Issuer and not acting in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act;
(d) to, or to a third party on behalf of an Australian resident Holder or a non-resident

Holder carrying on business in Australia at or through a permanent establishment of the non-resident in Australia, if the Holder has not supplied an appropriate tax file number, an Australian business number or other exemption details;

(e) to a Holder that is not the beneficial owner of the Note to the extent that the beneficial owner thereof would not have been entitled to the payment of such Additional Amounts had such beneficial owner been the Holder; or
(f) to, or to a third party on behalf of, a Holder where the withholding or deduction is required to be made pursuant to a notice or direction issued by the Commissioner of Taxation under section 255 of the Income Tax Assessment Act 1936 of Australia or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia or any similar law.

11.4 FATCA

The Issuer may withhold or make deductions from payments or from the issue of AMPL Ordinary Shares to a Holder where it is required to do so under or in connection with FATCA, or where it has reasonable grounds to suspect that the Holder or a beneficial owner of Notes may be subject to FATCA, and may deal with such payment, and any AMPL Ordinary Shares in accordance with FATCA. If any withholding or deduction arises under or in connection with, or in order to ensure compliance with FATCA, the Issuer will not be required to pay any Additional Amounts or any further amounts, and the Issuer will not be required to issue any further AMPL Ordinary Shares on account of such withholding or deduction or otherwise reimburse or compensate, or make any payment to, a Holder or a beneficial owner of Notes for or in respect of any such withholding or deduction. A dealing with such payment and any AMPL Ordinary Shares in accordance with FATCA satisfies the Issuer’s obligations to that Holder to the extent of the amount of that payment or issue of AMPL Ordinary Shares.

12 Amendment

12.1 Amendments without consent

At any time and from time to time, but subject to clause 12.4 and compliance with the Corporations Act and all other applicable laws, the Issuer may, without the consent of the Holders, amend these Terms or the Deed Poll if the Issuer is of the opinion that such amendment is:

(a) necessary to comply with any applicable law;
(b) necessary to correct a manifest error, or is otherwise of a formal, minor, technical or administrative nature;
(c) made to:
(i) alter the terms of any Notes to align them with any Equal Ranking Instrument issued after the Issue Date; or
(ii) alter the definition of “Equal Ranking Instrument” on account of the issue (after the Issue Date) of capital instruments of the AMP group; or
(d) necessary or expedient for the purpose of enabling the Notes to be offered for subscription or for sale under the laws for the time being in force in any place;
(e) necessary to comply with the provisions of any statute or the requirements of any statutory authority;
(f) in any other case, not materially prejudicial to the interests of the Holders as a whole,

personal to a Holder (or any class of Holders) do not need to be taken into account by the Issuer or its legal advisers.

12.2 Amendment or Substitution of Approved Acquirer

At any time and from time to time, the Issuer may, without the consent of the Holders, amend these Terms as contemplated by clause 13.

12.3 Amendment with consent

Where clause 12.1 or clause 12.2 does not apply, the Issuer may amend these Terms with the approval of the Holders by Special Resolution in accordance with the Deed Poll.

12.4 No variation which may affect Tier 2 Capital eligibility

The prior written approval of APRA is required in respect of any variation in respect of the Deed Poll or these Terms where such variation may affect the eligibility of the Notes as Tier 2 Capital.

12.5 Notification of amendments

The Issuer must notify the Holders of any amendments made in accordance with this clause 12.

12.6 Interpretation

In this clause 12, “ amend ” includes modify, cancel, amend, waive or add to, and “ amendment ” has a corresponding meaning.

12.7 Holder approval not required for other arrangements

The Issuer does not require the approval of Holders to vary or terminate the Registry Agreement or any other agreement in respect of the Notes (other than the Deed Poll and these Terms in accordance with these Terms).

13 Substitution of Approved Acquirer

13.1 Acquisition Event in respect of AMP Limited (as issuer of AMPL Ordinary Shares)

Each Holder by acquiring a Note agrees that:

(a) where either of the following occurs:
(i) a takeover bid (as defined in the Corporations Act) is made to acquire all, or some of, the AMPL Ordinary Shares and such offer is, or becomes, unconditional and either:
- (A) the bidder has at any time during the offer period, a relevant interest in more than 50% of the AMPL Ordinary Shares on issue; or
- (B) the directors of the Issuer, acting as a board, issue a statement that at least a majority of its directors who are eligible to do so have recommended acceptance of such offer (in the absence of a higher offer); or
(ii) a court orders the holding of meetings to approve a scheme of arrangement under Part 5.1 of the Corporations Act, which scheme would result in a person having a relevant interest in more than 50% of the AMPL Ordinary Shares that will be in issue after the scheme is implemented and:
- (A) all classes of members of the Issuer pass all resolutions required to approve the scheme by the majorities required under the

Corporations Act, to approve the scheme;

(B) an independent expert issues a report that the proposals in connection with the scheme are in the best interests of the holders of AMPL Ordinary Shares; and
(C) all conditions to the implementation of the scheme, including any necessary regulatory or shareholder approvals (but not including approval of the scheme by the court), have been satisfied or waived,

(each an Acquisition Event ); and

(b) the bidder (or its ultimate holding company) or the person having a relevant interest in the AMPL Ordinary Shares in the Issuer after the scheme is implemented (or any entity that Controls the bidder or the person having the relevant interest) is an Approved Acquirer,

without the consent of the Holders (but with the prior written approval of APRA):

(c) the Issuer may amend the terms of the Notes such that, unless APRA otherwise agrees, on any Conversion Date:
(i) each Note that is being Converted in whole will be automatically transferred by each Holder free from encumbrance to the Approved Acquirer on the Conversion Date;
(ii) each Holder (or a Sale and Transfer Agent in accordance with clause 7.12, which provisions shall apply, subject to necessary changes, to such Approved Acquirer Ordinary Shares) of the Note being Converted will be issued a number of Approved Acquirer Ordinary Shares equal to the Conversion Number and the Conversion mechanics that would have otherwise been applicable to the determination of the number of AMPL Ordinary Shares shall apply (with any necessary changes) to the determination of the number of such Approved Acquirer Ordinary Shares; and
(iii) as between the Issuer and the Approved Acquirer, each Note held by the Approved Acquirer as a result of the transfer will be automatically Converted into a number of Approved Acquirer Ordinary Shares the aggregate market value of which equals the prevailing principal amount of that Note (determined on the basis as set out in clause 7 using a VWAP calculated on the basis of the last period of 5 Business Days on which trading in Approved Acquirer Ordinary Shares took place preceding, but not including, the Conversion Date (whether such period occurred before or after the Acquisition Event occurred) and subject in all cases to the Maximum Conversion Number); and
(d) the Issuer may make such other amendments as in the Issuer’s reasonable opinion are necessary and appropriate in order to effect the substitution of an Approved Acquirer as the issuer of the ordinary shares to be delivered upon Conversion in the manner contemplated by these Terms and consistent with the requirements of APRA in relation to Tier 2 Capital, including, without limitation:
(i) to any one or more of the definitions of “Conversion,” “Inability Event,” “AMPL Ordinary Shares,” “Relevant Capital Instruments” and “Non-Viability Trigger Event” and to the procedures relating to Conversion and Write-off as contemplated in these Terms to reflect the identity of the Approved Acquirer as the issuer of the ordinary shares to be delivered upon Conversion;
(ii) to cause any necessary adjustment to be made to the Maximum Conversion Number and to any relevant VWAP or Issue Date VWAP consistent with the principles of adjustment set out in clause 7; and

(iii) to these Terms such that any right of Holders to require delivery of ordinary shares of the Approved Acquirer is consistent with the limited right of Holders to require delivery of AMPL Ordinary Shares following a Conversion as set out in these Terms.

After a substitution, as described herein, the Approved Acquirer may without the authority, approval or assent of the Holder of Notes, effect a further substitution as described herein (with necessary changes).

13.2 No further rights

A Holder has no right:

(a) to require the Issuer to make any such amendment or to effect any such substitution under this clause 13; or
(b) to vote upon, or otherwise require that its approval is obtained prior to the occurrence of, any Acquisition Event or Divestment Event,

and acknowledges and agrees that there is no provision for any automatic adjustment to these Terms or the Deed Poll on account of an Acquisition Event or Divestment Event other than by an Approved Acquirer or substituted Issuer (as applicable) in this clause 13.

13.3 No right or remedy against the Issuer if amendment or substitution not effected prior to Non-Viability Trigger Event

If an Acquisition Event occurs and the Issuer does not make any such amendment or substitution prior to the occurrence of a Non-Viability Trigger Event, Holders will remain entitled to AMPL Ordinary Shares upon Conversion, calculated on the basis of the VWAP for the five Business Days on which trading in AMPL Ordinary Shares last took place (subject to clause 6.3) and Holders shall have no right or remedy against the Issuer on account of such Acquisition Event occurring or as a result of any subsequent inability to further adjust the VWAP in the manner and at the times set out below.

14 General

14.1 Notices

(a) Notices to Holders

All notices and other communications by the Issuer to a Holder must be in writing and sent by fax or prepaid post (airmail if appropriate) to or left at the address of the Holder (as shown in the Register at the close of business on the day which is three Business Days before the date of the notice or communication) or sent by email or electronic message to the electronic address (if any) nominated by that person and may also be given:

(i) by an advertisement published in The Australian Financial Review , The Australian or any other newspaper of national circulation in Australia; or
(ii) where Notes are lodged in the Austraclear System, by delivery to the Austraclear System for communication by the Austraclear System to the persons shown in its records as having interests therein.

(b) Delivery of certain notices

Notwithstanding clause 14.1(a), a notice under clause 4.2 (“Notification of Interest Rate, Interest payable and other items”), a Non-Viability Trigger Event Notice or a notice of change of Specified Office may each be given to Holders by the Issuer publishing the notice on the Issuer’s website.

(c) Notices

All notices and other communications to the Issuer, AMPL the Registrar or any other person (other than Holders) must be in writing and may be sent by fax or electronic messages to the electronic address (if any) of the addressee or by prepaid post (airmail if appropriate) to or may be left at the Specified Office of the Issuer, AMPL the Registrar or such other person.

(d) When effective

Notices and other communications the subject of this clause 14.1 take effect from the time they are taken to be received unless a later time is specified in them.

(e) Receipt – publication in newspaper or via Austraclear System

If published in a newspaper, a notice or other communication is taken to be received on the first date that publication has been made in all the required newspapers or, where Notes are lodged in the Austraclear System, on the fourth Business Day after delivery to the Austraclear System.

(f) Deemed receipt – postal, fax or email

(i) If sent by post, notices or other communications the subject of this clause 14.1 are taken to be received three days after posting (or seven days after posting if sent to or from a place outside Australia).
(ii) If sent by fax, notices or other communications the subject of this clause 14.1 are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.
(iii) If sent by email, notices or other communications the subject of this clause 14.1 are taken to be received when:
(A) the sender receives an automated message confirming delivery; or
(B) four hours after the time sent (as recorded on the device from which the sender sent the email), provided that the sender does not receive an automated message within those four hours that the email has not been delivered.

(g) Deemed receipt - general

Despite clause 14.1(f), if notices or other communications the subject of this clause 14.1 are received after 5.00 pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00 am on the next Business Day in the place of receipt.

(h) Copies of notices

If these Terms or the Deed Poll requires a notice or other communication to be copied to another person, a failure to so deliver the copy will not invalidate the notice or other communication.

14.2 Time limit for claims

A claim against the Issuer for a payment under a Note is void unless made within 10 years (in the case of principal) or 5 years (in the case of Interest and other amounts) from the date on which payment first became due.

14.3 Voting

(a) The Deed Poll contains provisions for convening meetings of the Holders to consider

any matter affecting their interests including certain variations of these Terms which require the consent of the Holders.

(b) A Holder has no right to attend or vote at any general meeting of the shareholders of the Issuer.

14.4 Further issues

The Issuer may from time to time, without the consent of any Holder, issue any securities ranking equally with the Notes (on the same terms or otherwise) or ranking in priority or junior to the Notes, or incur or guarantee any indebtedness upon such terms as it may think fit in its sole discretion.

14.5 Governing law

These Terms and the Notes are governed by the laws in force in New South Wales.

15 Interpretation and definitions

15.1 Interpretation

In these Terms, except where the context otherwise requires:

(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a document includes all schedules or annexes to it;
(d) a reference to a clause or paragraph is to a clause or paragraph of these Terms;
(e) a reference to a document or instrument includes the document or instrument as novated, amended, supplemented or replaced from time to time;
(f) a reference to “Australia” includes any political sub-division or territory in the Commonwealth of Australia;
(g) a reference to “Australian dollars”, “A$” or “Australian cent” is a reference to the lawful currency of Australia;
(h) a reference to time is to Sydney, Australia time;
(i) other than in relation to a Non-Viability Trigger Event and a Conversion on a Conversion Date and as provided in the definition of Maturity Date, if these Terms require an event to occur on a Business Day, and the date specified by these Terms for the occurrence of that event is not a Business Day, then that event is taken to occur on the next Business Day following that date;
(j) a reference to a person includes a reference to the person’s executors, administrators, successors and permitted assigns and substitutes;
(k) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(l) a reference to a statute, ordinance, code, rule, directive or law (however described) includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(m) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(n) any agreement, representation or warranty by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
(o) an Event of Default is subsisting if it has not been remedied or waived in writing;
(p) headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of these Terms;
(q) if the principal securities exchange on which AMPL Ordinary Shares are listed becomes other than ASX, unless the context otherwise requires, a reference to ASX shall be read as a reference to that principal securities exchange and a reference to the ASX Listing Rules, ASX Settlement Rules or any term defined in any such rules, shall be read as a reference to the corresponding rules of that exchange or corresponding defined terms in such rules (as the case may be);
(r) any provisions which refer to the requirements of APRA or any other prudential regulatory requirements will apply to the Issuer only if the Issuer is an entity subject to regulation and supervision by APRA at the relevant time;
(s) any provisions which require APRA’s consent or approval (written or otherwise) will apply unless APRA has notified the Issuer in writing that it no longer requires that such consent or approval be given at the relevant time;
(t) a reference to “Tier 1 Capital”, “Tier 2 Capital” or “Related Entity” shall, if either term is replaced or superseded in any of APRA’s applicable prudential regulatory requirements or standards, be taken to be a reference to the replacement or equivalent term;
(u) any provisions in these Terms requiring the prior approval of APRA for a particular course of action to be taken by the Issuer do not imply that APRA has given its consent or approval to the particular action as of the Issue Date or that it will at any time give its consent or approval to the particular action;
(v) a reference to the ’conversion’ of a Relevant Capital Instrument includes an exchange or other method by which holders come to be issued with AMPL Ordinary Shares in place of the Relevant Capital Instrument; and
(w) if an event under these Terms must occur on a stipulated day which is not a Business Day, then, for an event other than a Non-Viability Trigger Event and a Conversion Date, the stipulated day will be taken to be the next Business Day (unless the next Business Day is in the following month, in which case the stipulated day will be taken to be the preceding Business Day), unless a contrary intention is expressed (the Business Day Convention ).

15.2 Definitions

In these Terms, these meanings apply unless the contrary intention appears:

Additional Amount means an additional amount payable by the Issuer under clause 11.2(b);

Additional Tier 1 Capital means Additional Tier 1 capital as defined by APRA in accordance with the Prudential Standards from time to time;

Alternative Reference Rate has the meaning given in Condition 3.3(c);

AMP group means AMPL and its Controlled Entities;

AMPL means AMP Limited (ABN 49 079 354 519);

AMPL Ordinary Share means a fully paid ordinary share in the capital of AMPL;

APRA means the Australian Prudential Regulation Authority;

Applicable Shareholding Law means any law in force in Australia or any relevant foreign jurisdiction which limits or restricts the number of ordinary shares in the Issuer, AMPL or any of their respective Related Bodies Corporate in which a person may have an interest or over which it may have a right or power, including, without limitation, Chapter 6 of the Corporations Act, the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Financial Sector (Shareholdings) Act 1998 (Cth) and Part IV of the Competition and Consumer Act 2010 (Cth);

Appointed Person has the meaning given in clause 7.16;

Approved Acquirer means the ultimate holding company of the Issuer (whether incorporated in Australia or elsewhere) arising as a result of an Approved Acquisition Event;

Approved Acquisition Event means an Acquisition Event in respect of which each of the following conditions is satisfied:

(a) the entity which has or is to become the Approved Acquirer has assumed all of the obligations of the Issuer and AMPL to Convert the Notes into AMPL Ordinary Shares by undertaking to convert such Notes into Approved Acquirer Ordinary Shares on a Non-Viability Trigger Event in respect of the Approved Acquirer;
(b) the Approved Acquirer Ordinary Shares are listed on ASX or another recognised exchange; and
(c) the Issuer, in its sole and absolute discretion, has determined that the arrangements for the issuance of Approved Acquirer Ordinary Shares to Holders following a Non-Viability Trigger Event are in the best interests of the Issuer having regard also to the interests of the Holders and are consistent with applicable law and regulation (including, but not limited to, the guidance of APRA or any other applicable regulatory authority);

Approved Acquirer Ordinary Share means a fully paid ordinary share in the capital of the Approved Acquirer;

Approved Nominee means in connection with a Conversion, a subsidiary of AMPL:

(a) nominated by AMPL; and
(b) which is a holding company of the Issuer on the applicable Conversion Date,

which has been approved by APRA prior to the Conversion Date to be an Approved Nominee for the purposes of the Conversion;

ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by it, as the context requires;

ASX Listing Rules means the listing rules of ASX;

ASX Operating Rules means the market operating rules of ASX as amended, varied or waived (whether in respect of the Issuer or generally) from time to time;

Attributable Proceeds means in respect of a holder of a Note to whom clause 7.12(f) applies, an amount equal to:

the net proceeds of the sale of such AMPL Ordinary Shares, actually received after deducting any applicable brokerage, stamp duties and other taxes (including, without limitation, any FATCA Withholding), charges and expenses, divided by the number of such AMPL Ordinary Shares issued and sold,

multiplied by:

the number of AMPL Ordinary Shares issued and sold in accordance with clause 7.12(f) in respect of that Note;

Austraclear means Austraclear Limited (ABN 94 002 060 773);

Austraclear Participant means a Participant as defined in the Austraclear Regulations;

Austraclear Regulations means the regulations known as the 'Regulations and Operating Manual' established by Austraclear (as amended from time to time) to govern the use of the Austraclear System;

Austraclear System means the system operated by Austraclear for holding the Notes and the electronic recording and settling of transactions in those Notes between members of that system;

Banking Act means the Banking Act 1959 of Australia;

BBSW has the meaning given in Condition 3.3(d);

Business Day means for the purposes of calculation or payment of Interest or any other amount, a day on which banks are open for business in Sydney, New South Wales;

Business Day Convention has the meaning given in Condition 15.1(w);

Calculation Agent means the Issuer or such other person as the Issuer may appoint to act as calculation agent for the purposes of a provision of these Terms;

CHESS means the Clearing House Electronic Sub-register System operated by ASX Settlement Pty Limited (ABN 49 008 504 532);

Control has the meaning given in the Corporations Act;

Controlled Entity means, in respect of the Issuer, an entity the Issuer Controls;

Conversion means, in respect of a Note or a portion thereof and a Conversion Date, the transfer of that Note or portion thereof in connection with the allotment and issue of AMPL Ordinary Shares in accordance with clause 6 and clause 7 and the performance of the Related Conversion Steps. “ Convert ”, “ Converting ” and “ Converted ” bear the corresponding meanings;

Conversion Date has the meaning specified in clause 6.2;

Conversion Number has the meaning specified in clause 7.1(a);

Corporations Act means the Corporations Act 2001 of Australia;

Costs includes costs, charges and expenses;

Cum Value has the meaning specified in clause 7.2(a);

Day Count Fraction means, for any Interest Period or other period, the actual number of days in the period (from and including the first day of such period to but excluding the last day of such period) divided by 365;

Deed Poll means the deed entitled “AMP Subordinated Notes Deed Poll” dated on or around the Issue Date;

Directors means some of all of the directors of the Issuer acting as a board;

Early Redemption Date means the date on which a Note is to be Redeemed as specified in the applicable Early Redemption Notice, as adjusted by the Business Day Convention;

Early Redemption Notice means a notice given by the Issuer under clause 5.3;

Encumbrance means any mortgage, pledge, charge, lien, assignment by way of security, hypothecation, security interest, title retention, preferential right or trust arrangement, any other security agreement or security arrangement (including any security interest under the Personal Property Securities Act 2009 (Cth)) and any other arrangement of any kind having the same effect as any of the foregoing;

Equal Ranking Instrument means any instrument that ranks in a Winding-Up of the Issuer as the most junior claim in the Winding-Up of the Issuer, ranking senior to Junior Ranking Instruments and includes the Notes, any other instrument issued as a Relevant Tier 2 Capital Instrument or which ranks or is expressed to rank equally with the Notes of any Series or any of the Issuer’s other Relevant Tier 2 Capital Instruments;

Event of Default means the happening of any event set out in clause 8.1;

Face Value means the principal amount of each Note, being A$10,000;

FATCA means:

(a) sections 1471 to 1474 of the United States Internal Revenue Code of 1986 or any associated regulations or other official guidance;
(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of any law, regulation or official guidance referred to in paragraph (a) above; or
(c) any agreement under the implementation of any treaty, law, regulation or official guidance referred to in paragraphs (a) or (b) above, with the United States of America Internal Revenue Service, the United States of America government or any governmental or taxation authority in any other jurisdiction;

FATCA Withholding means any deduction or withholding made under or in connection with, or in order to ensure compliance with FATCA;

Foreign Holder means a Holder:

(a) whose address in the Register is a place outside Australia; or
(b) who the Issuer otherwise believes may not be a resident of Australia and the Issuer is not satisfied that the laws of the Holder’s country of residence would permit the offer to, or the holding or acquisition of AMPL Ordinary Shares by, the Holder (but the Issuer will not be bound to enquire into those laws), either unconditionally or after compliance with conditions which the Issuer, in its absolute discretion, regards as acceptable and not unduly onerous;

Holder means, in respect of a Note:

(a) for the purposes of determining the person entitled to be treated as the holder of AMPL Ordinary Shares or to be allotted and issued AMPL Ordinary Shares under these Terms and purposes incidental thereto (including, without limitation, for the purposes of clauses 6.4, 6.6(d), 7.1, 7.10 and 7.12), or where AMPL Ordinary Shares are to be issued to a Sale and Transfer Agent, the Proceeds of sale of AMPL Ordinary Shares and the amount of their entitlements, for so long as a Note is held in the Austraclear System and AMPL Ordinary Shares are not able to be lodged in the Austraclear System, a person who is the relevant Austraclear Participant (as defined in the Austraclear Regulations) in whose security record the Notes are recorded or who has been identified by such person to the satisfaction of the Issuer as the person on whose behalf that person holds its interest in the Notes (provided that person is a person to whom the Notes could be transferred in accordance with these Terms); and

(b) for all other purposes, a person whose name is for the time being entered in the Register as the holder of a Note or, where a Note is held jointly by two or more persons, the persons whose names appear in the Register as the joint holders of that Note;

Holder Details Notice means a notice in the form available from the Registrar;

Implementation Deed means the deed entitled “Subordinated Notes Implementation Deed” executed on or about 5 October 2022 by, amongst others, the Issuer and AMPL;

Inability Event means any of the Issuer, AMPL or any of their Related Bodies Corporate being prevented by applicable law, an order of any court, an action of any government authority (including regarding the insolvency, winding-up or other external administration of the Issuer, AMPL or a Related Body Corporate thereof), or any other reason, from observing and performing their obligations in respect of a Conversion (including, if applicable in connection with the issue of AMPL Ordinary Shares or the performance of any Related Conversion Steps;

Information Memorandum means the Information Memorandum relating to the offering and issuance of the Notes dated on or about 5 October 2022;

Interest has the meaning given in clause 3.1;

Interest Payment Date has the meaning given in clause 3.3;

Interest Period means, for a Note, each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date. However:

(a) the first Interest Period commences on (and includes) the Issue Date; and
(b) the final Interest Period ends on (but excludes) the Maturity Date or the Redemption Date;

Interest Rate means the interest rate (expressed as a percentage per annum) so defined in clause 3.3;

Issue Date means, in respect of a Note, the date on which that Note is issued;

Issuer means AMP Bank Limited (ABN 15 079 804 676);

Junior Ranking Instrument means any instrument, present and future, issued by the Issuer which is issued as Tier 1 Capital (whether or not constituting Tier 1 Capital at the Issue Date or at the time of commencement of any Winding-Up of the Issuer) or which ranks or is expressed to rank equally with the Issuer’s Tier 1 Capital, and includes shares (other than a share issued as Tier 2 Capital) and any claims in respect of a shareholding, including the claims described in sections 563AA and 563A of the Australian Corporations Act;

Margin means the margin determined in accordance with clause 3.3;

Maturity Date means 7 October 2032 or if that day is not a Business Day, the preceding Business Day;

Maximum Conversion Number has the meaning given in clause 7.1(a);

Meeting Provisions means the provisions for meetings of the Holders set out in schedule 2 to the Deed Poll;

Non-Viability Determination has the meaning given in clause 6.1(a);

Non-Viability Trigger Event has the meaning specified in clause 6.1(a);

Non-Viability Trigger Event Notice has the meaning specified in clause 6.2(a)(iii);

Note has the meaning given in clause 1.1;

Offshore Associate means an associate (as defined in section 128F of the Tax Legislation) of the Issuer that is either:

(a) a non-resident of Australia which does not acquire the Notes in carrying on a business at or through a permanent establishment in Australia; or
(b) a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia;

Optional Redemption Date means any Optional Redemption Date as defined clause 5.2(a);

Payment Default has the meaning given in clause 8.1(a);

Proceeds means the net proceeds of a sale of AMPL Ordinary Shares actually received by the Sale and Transfer Agent calculated after deduction of any applicable brokerage, stamp duty and other taxes (including, without limitation, FATCA Withholding) and charges, including the Sale and Transfer Agent’s reasonable out of pocket Costs properly incurred by or on its behalf in connection with such sale from the sale price of the AMPL Ordinary Shares;

Prudential Standards means the prudential standards and guidelines of APRA applicable to a Regulated Entity within the AMP group from time to time;

Reclassification has the meaning given in clause 7.3(a);

Record Date means, for payment of Interest, the date which is eight calendar days before the applicable Interest Payment Date;

Redemption means the redemption of a Note in accordance with clause 5 and the words Redeem and Redeemed bear their corresponding meanings;

Redemption Date mean, the Maturity Date or an Early Redemption Date (as applicable);

Redemption Price means an amount equal to the Face Value together with any Additional Amounts and any accrued but unpaid Interest to the date of redemption determined in accordance with clause 3, provided always that any amounts payable under clause 3 on the Redemption Date which are separately paid in full on that date shall be excluded from the Redemption Price;

Reference Rate has the meaning given in clause 3.3;

Register means the register of Holders (established and maintained under clause 2.3(a) of the Deed Poll);

Registrar means Austraclear Services Limited (ABN 28 003 284 419) or any other person appointed by the Issuer to maintain the Register and perform any payment and other duties as specified in that agreement;

Registry Agreement means the agreement entitled “ASX Austraclear Registry and IPA Services Agreement” dated 30 June 2009 between AMP Bank Limited and Austraclear Services Limited (ABN 28 003 284 419);

Registry Office means the office of the Registrar as specified in the Registry Agreement or such other office which is notified by the Issuer to Holders from time to time;

Regulated Entity means an authorised deposit-taking institution under the Banking Act or other prudentially regulated entity;

Regulatory Event means:

(a) a law or regulation applicable in the Commonwealth of Australia or any State or Territory of Australia or any directive, order, standard, requirement, guideline or statement of APRA (whether or not having the force of law), which applies to the Issuer, AMPL or any other member of the AMP group (a Regulation ) is introduced, amended, clarified or changed or its application changed; or
(b) an announcement is made that a Regulation will be introduced, amended, clarified or changed or its application changed; or
(c) a decision is made by any court or other authority interpreting, applying or administering any Regulation,

in each case, which event occurs or is effective on or after the Issue Date and was not expected by the Issuer as at the Issue Date (each such event a Change in Law ) and the Issuer determines that, as a result of that Change in Law:

(i) any of the Notes are not eligible for inclusion as Tier 2 Capital of the Issuer;
(ii) additional requirements (including regulatory, capital, financial, operational or administrative requirements) in connection with the Notes would be imposed on the Issuer, AMPL or any other member of the AMP group which the Issuer determines, in its absolute discretion, might have a material adverse effect on the Issuer, AMPL or any other member of the AMP group or otherwise be unacceptable; or
(iii) that to have any of the Notes outstanding would be unlawful or impractical or that the Issuer, AMPL or any other member of the AMP group would be exposed to a more than de minimis increase in its costs in connection with those Notes.

Related Body Corporate has the meaning given in the Corporations Act;

Related Conversion Steps has the meaning given in clause 7.1(e);

Related Entity means in respect of the Issuer, any parent entity of the Issuer or any entity over which the Issuer or any parent entity of the Issuer exercises control or significant influence, as determined by APRA from time to time;

Relevant Capital Instruments means the Relevant Tier 1 Capital Instruments and the Relevant Tier 2 Capital Instruments;

Relevant Tier 1 Capital Instrument means a capital instrument forming part of the Tier 1 Capital of the Issuer that, in accordance with its terms or by operation of law, is capable of being converted or written-off where APRA makes a Non-Viability Determination;

Relevant Tier 2 Capital Instrument means the Notes and any other capital instrument forming part of the Tier 2 Capital of the Issuer that, in accordance with its terms or by operation of law, is capable of being converted or written-off where APRA makes a NonViability Determination;

Sale and Transfer Agent means each nominee (who cannot be a member of the AMP group or a Related Entity of the Issuer) appointed by the Issuer under a facility established for the sale or transfer of AMPL Ordinary Shares issued on Conversion on behalf of:

(a) Holders who do not wish to receive AMPL Ordinary Shares on Conversion; or
(b) Holders who are Foreign Holders,

in accordance with clause 7.11. For the avoidance of doubt the Issuer may appoint more than one Sale and Transfer Agent in respect of the Conversion of Notes;

Senior Creditors means all of the Issuer’s creditors (present and future), including its depositors and general unsubordinated creditors, whose claims:

(a) are admitted in the Issuer’s Winding-Up; and
(b) are not in respect of:
(i) an Equal Ranking Instrument; or
(ii) a Junior Ranking Instrument.

Solvency Condition has the meaning given in clause 2.2;

a person is Solvent if:

(a) it is able to pay its debts when they fall due; and
(b) its assets exceed its liabilities,

in each case, determined on an unconsolidated stand-alone basis;

Special Resolution means:

(a) a resolution passed at a meeting of the Holders duly called and held under the Meeting Provisions:
(i) by at least 75% of the persons voting on a show of hands (unless paragraph (b) below applies); or
(ii) if a poll is duly demanded, then by a majority consisting of at least 75% of the votes cast; or
(b) a resolution passed by postal ballot or written resolution under the Meeting Provisions, then by Holders representing (in aggregate) at least 75% of the principal amount outstanding of all of the Notes;

Specified Office means, for a person, that person’s office specified in the Information Memorandum or any other address notified to Holders from time to time;

Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the net income of the Holder;

(a) the Issuer would be required to pay any Additional Amounts;
(b) interest payments on the Notes are not or may not be allowed as a deduction for the purposes of Australian income tax; or
(c) the Issuer, AMPL or another member of the AMP group is or will become exposed to more than a de minimis increase in its costs in relation to the Notes through the imposition of any taxes, duties or other governmental charges or civil liabilities,

provided that on the Issue Date the Issuer (or, in the case of item (c) above, AMPL) did not expect that the matters giving rise to the Tax Event would occur.

Tax Legislation means:

(a) the Income Tax Assessment Act 1936 of Australia, the Income Tax Assessment Act 1997 of Australia or the Taxation Administration Act 1953 of Australia (and a reference to any section of the Income Tax Assessment Act 1936 includes a reference to that section as rewritten in the Income Tax Assessment 1997);
(b) any other law setting the rate of income tax payable; and
(c) any regulation made under such laws,

Terms means these terms and conditions;

Tier 1 Capital means Tier 1 capital as defined by APRA in accordance with the Prudential Standards from time to time;

Tier 2 Capital means Tier 2 capital as defined by APRA in accordance with the Prudential Standards from time to time;

VWAP means the average of the daily volume weighted average prices of AMPL Ordinary Shares traded on ASX during the relevant VWAP Period, subject to any adjustments made under clause 7 (such average being rounded to the nearest full cent) but does not include any “Crossing” transacted outside the “Open Session State” or any “Special Crossing” transacted at any time, each as defined in the ASX Operating Rules, or any overseas trades pursuant to the exercise of options over AMPL Ordinary Shares;

VWAP Period means:

(a) in the case of the Issue Date VWAP, the period of 20 Business Days on which trading in AMPL Ordinary Shares took place immediately preceding (but not including) the Issue Date; or
(b) otherwise, the period of five Business Days on which trading in AMPL Ordinary Shares took place immediately preceding (but not including) the Conversion Date;

Winding-Up means, in relation to the Issuer, a winding-up by a court of competent jurisdiction in Australia under applicable law (which, in the case of Australia, includes the Corporations Act) and the terms “Wind-Up” and “Wound-Up” shall, when used in relation to the Issuer, have corresponding meanings;

Winding-Up Default has the meaning given in clause 8.1(b); and

Written-off has the meaning given in clause 6.3.

Subscription and Sale

Pursuant to the Subscription Agreement dated 5 October 2022 (“ Subscription Agreement ”), Notes will be offered by the Issuer through the Joint Lead Managers. The Issuer will have the sole right to accept any such offers to purchase Notes and may reject any such offer in whole or (subject to the terms of such offer) in part. A Joint Lead Manager will have the right, in its discretion reasonably exercised, to reject any offer to purchase Notes made to it in whole or (subject to the terms of such offer) in part.

Each Joint Lead Manager has acknowledged that no action has been or will be taken in any country or jurisdiction by the Issuer or the Joint Lead Manager that would permit a public offering of Notes, or possession or distribution of any offering material in a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required.

By its purchase and acceptance of Notes issued under the Subscription Agreement, each Joint Lead Manager will be required to agree that it will observe all applicable laws, regulations and directives in any jurisdiction in which it may offer, sell, or deliver Notes and that it will not directly or indirectly offer, sell, resell, re-offer or deliver Notes in any country or jurisdiction except under circumstances that will result in compliance with all applicable laws and directives.

1 General

No representation is made that any action has been taken in any jurisdiction by the Issuer or any other party that would permit a public offering of any of the Notes, or possession or distribution of this Information Memorandum or any other offering material, in any country or jurisdiction where action for that purpose is required.

Neither the Issuer nor any other party represents that any Notes may at any time lawfully be sold in compliance with any applicable law or directive or any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

Persons into whose hands this Information Memorandum comes are required by the Issuer and the Joint Lead Managers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell, resell, reoffer or deliver Notes or have in their possession or distribute or publish this Information Memorandum or other offering material and to obtain any authorisation, consent, approval or permission required by them for the purchase, offer, sale, reoffer, resale or delivery by them of any Notes under the applicable law, directive or regulation in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales, reoffers, resales or deliveries, in all cases at their own expense, and neither the Issuer nor any Joint Lead Manager has responsibility for such matters. In accordance with the above, any Notes purchased by any person which it wishes to offer for sale or resale may not be offered in any jurisdiction in circumstances which would result in the Issuer or any Joint Lead Manager being obliged to register any further prospectus or corresponding document relating to the Notes in such jurisdiction.

In particular, there are restrictions on the distribution of this Information Memorandum and the offer or sale of Notes in Australia, the United Kingdom, the United States of America, the European Economic Area, Hong Kong, Singapore, Switzerland, Taiwan, Japan, New Zealand and Malaysia as set out below.

2 Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the issue and sale of Notes has been, or will be, lodged with ASIC or any other regulatory authority in Australia. Each Joint Lead Manager has represented and agreed that it:

(a) has not made or invited, and will not make or invite, an offer of the Notes for issue, sale or purchase of any Notes in Australia (including an offer or invitation received in Australia); and
(b) has not distributed or published and will not distribute or publish, this Information Memorandum, advertisement or any other offering material or advertisement relating to the Notes in Australia or received in Australia,

in each case unless:

(i) the aggregate consideration payable by each offeree or invitee for the Notes is a minimum of A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;
(ii) the offer or invitation does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act;
(iii) such action complies with all applicable Australian laws, regulations and directives in Australia (including, without limitation, the licensing requirements of Chapter 7 of the Corporations Act); and
(iv) such action does not require any document to be lodged with, or registered by, ASIC or any other regulatory authority in Australia.

3 The United Kingdom

Prohibition of Sales to UK Retail Investors

Each Joint Lead Manager has represented and agreed that it will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Information Memorandum in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“ EUWA ”); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“ FSMA ”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of EUWA; and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

Other regulatory restrictions

Each Joint Lead has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made under the FSMA) with respect to anything done in relation to any Notes in, from or otherwise involving the United Kingdom.

4 The United States of America

Regulation S; Category 2

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United Stated. Neither the Notes nor the AMPL Ordinary Shares have been, nor will they be, registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other jurisdiction, as amended, and the Notes may not be offered, sold, pledged, delivered, transferred or otherwise disposed of, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in the preceding sentence and the following paragraph, have the meaning given to them by Regulation S under the Securities Act.

Each Joint Lead Manager has represented and agreed that it will not offer, sell or deliver any Notes, (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date of the Notes (“ Distribution Compliance Period ”), within the United States or to, or for the account or benefit of, U.S. persons. Each Joint Lead Manager has agreed that it will send to each further joint lead manager to which it sells any Notes during the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S persons.

In addition, during the Distribution Compliance Period, an offer or sale of any Notes within the United States by a joint lead manager that is not participating in the offering may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in reliance upon an applicable exemption from the registration requirements under the Securities Act.

5 European Economic Area

Prohibition of Sales to EEA Retail Investors

(a) the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU

  - (as amended, “ **MiFID II** ”); or

(ii) a customer within the meaning of Directive 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (the “ Prospectus Regulation ”); and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

This Information Memorandum has been prepared on the basis that any offer of any Notes in any member state of the EEA will only be made to a legal entity or person that qualifies as an EU Qualified Investor. This Information Memorandum is not a prospectus for the purposes of the Prospectus Regulation.

6 Hong Kong

Each Joint Lead Manager has represented and agreed that:

(a) it has not offered, sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong (“ SFO ”)) other than:
(i) to "professional investors" within the meaning of the SFO and any rules made under the SFO; or
(ii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “ C(WUMP)O ”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue, or have in its possession for the purpose of issue, (in each case, whether in Hong Kong or elsewhere) any advertisement, invitation or other document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are, or are intended to be, disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

7 Singapore

Each Joint Lead Manager has acknowledged that this Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore.

Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any Notes or caused any Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes, whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor (as defined under Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “ SFA ”)) pursuant to Section 274 of the SFA;
(b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired any Notes pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA);
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer by operation of law;
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

8 Japan

Each Joint Lead Manager has acknowledged that the Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the " FIEA ").

Accordingly, each Joint Lead Manager has agreed that it has not, directly or indirectly, offered, sold, resold, or otherwise transferred and will not, directly or indirectly, offer, sell, resell or otherwise transfer any Notes or any interest therein, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering, resale or otherwise transferring, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and all other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities.

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9 New Zealand

No action has been taken to permit the Notes to be offered or sold to any retail investor, or otherwise under any regulated offer, in terms of the Financial Markets Conduct Act 2013 of New Zealand (“ FMCA NZ ”). In particular, no product disclosure statement under the FMCA NZ has been prepared or lodged in New Zealand in relation to any Notes. Each Joint Lead Manager has represented and agreed that it has not offered or sold, and will not offer or sell any Notes in New Zealand, other than to wholesale investors within the meaning of clause 3(2)(a), (c) or (d) of Schedule 1 to the FMCA NZ, which includes any person who is: (i) an “investment business”; (ii) “large”; or (iii) a “government agency”, in each case as defined in Schedule 1 to the FMCA NZ, provided (for the avoidance of doubt) that such Notes may not be offered or transferred to any “eligible investor” (as defined in clause 41 of Schedule 1 to the FMCA NZ), or to any person who, under clause 3(2)(b) of Schedule 1 to the FMCA NZ, meets the investment activity criteria specified in clause 38 of that Schedule. In addition, each holder of Notes is deemed to represent and agree that it will not distribute this Information Memorandum or any other advertisement in relation to any offer of Notes in New Zealand other than to such persons as referred to above.

10 Taiwan

Each Joint Lead Manager has represented and agreed that the Notes have not been registered in Taiwan nor approved by the Financial Supervisory Commission of the Republic of China (Taiwan). Holders of the Notes and any underlying ordinary shares may not resell them in Taiwan nor solicit any other purchasers in Taiwan for this offering.

11 Switzerland

The Notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this Information Memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

No offering or marketing material relating to the Notes has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this Information Memorandum will not be filed with, and the offer of Notes will not be supervised by, the Swiss Financial Market Supervisory Authority (“ FINMA ”).

Neither this Information Memorandum nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland. The Notes will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This Information Memorandum is personal to the recipient and not for general circulation in Switzerland.

12 Malaysia

Each Joint Lead Manager has represented and agreed that this Information Memorandum may not be distributed or made available in Malaysia. Each Joint Lead Manager has represented and agreed that the Notes are not being offered or made available for purchase in Malaysia.

Any offer of Notes may not be accepted from any investor in Malaysia.

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Australian Taxation

1 Introduction

This summary of the Australian tax consequences is based on the Income Tax Assessment Acts of 1936 and 1997 (Cth) (together, “ Australian Tax Act ”), the Taxation Administration Act 1953 (Cth) (“ Tax Administration Act” ), the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“ GST Act ”) and any relevant regulations, rulings or judicial or administrative pronouncements, at the date of this document.

This summary applies to Holders that are:

(a) residents of Australia for tax purposes that do not hold their Notes, and do not derive any payments under the Notes, in the course of carrying on a business at or through a permanent establishment outside of Australia, and non-residents of Australia for tax purposes that hold their Notes, and derive all payments under the Notes, in the course of carrying on a business at or through a permanent establishment in Australia (“ Australian Holders ”), and
(b) non-residents of Australia for tax purposes that do not hold their Notes, and do not derive any payments under the Notes, in the course of carrying on a business at or through a permanent establishment in Australia, and Australian tax residents that hold their Notes, and derive all payments under the Notes, in the course of carrying on a business at or through a permanent establishment outside of Australia (“ Non ‑ Australian Holders ”).

This summary is not exhaustive and, in particular, does not deal with the position of certain classes of Holders (including, without limitation, dealers in securities, custodians or other third parties who hold Notes on behalf of any person). In addition, unless expressly stated, the summary does not consider the Australian tax consequences for persons who hold interests in the Notes through Austraclear.

This summary is not intended to be, nor should it be construed as legal or tax advice to any particular holder of Notes. Each Holder should seek professional tax advice in relation to their particular circumstances.

2 Australian income tax

Interest payments

Australian Holders will be required to include any Interest in respect of their Notes in their Australian assessable income.

Whether the Interest should be recognised as assessable income on a realisation or accruals basis will depend on the individual circumstances of the Australian Holder (see also the “taxation of financial arrangements” summary below).

Non-Australian Holders should not be subject to Australian income tax in respect of Interest payments received on their Notes. This is on the basis that AMP intends to satisfy the requirements of section 128F of the Australian Tax Act in respect of Interest paid on Notes (see summary below).

Gain on disposal or redemption of the Notes

Australian Holders will be required to include any gain or loss on disposal or redemption of Notes in their assessable income. Depending on the circumstances of the Australian Holder, either the rules relating to “traditional securities” (in sections 26BB and 70B of the Australian Tax Act) or “taxation of financial arrangements” (see summary below) should apply.

In relation to a traditional security, for the purpose of calculating the gain or loss of an Australian Holder that is not subject to the “taxation of financial arrangements” rules on disposal or redemption of Notes:

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the cost of a Note should generally be its Face Value for Holders who acquire Notes under this document (plus any relevant costs associated with the acquisition, the disposal or the redemption of the Note);
the proceeds from a disposal or redemption will generally be the gross amount received by the Holder in respect of the disposal or redemption of Notes; and
if the Notes are redeemed by AMP, the proceeds from the redemption may be taken to exclude any parts of the redemption amount paid to Holders that are referable to any accrued and unpaid Interest on the Notes. Those Interest amounts may be treated in the same manner as Interest payments received during the term of the Notes. Again, Holders should seek their own taxation advice in relation to the application of the Australian Tax Act to their particular circumstances.

Non-Australian Holders that are non-residents of Australia should not be subject to Australian income tax on gains made on the disposal or redemption of Notes, provided the AMPL Ordinary Shares are not “taxable Australian property” (see below “ No gain on Conversion of Notes ”) and:

if the Non-Australian Holder is not a resident of a country with which Australia has entered into a comprehensive double tax treaty – such gains do not have an Australian source; or
if the Non-Australian Holder is a resident of a country with which Australia has entered into a comprehensive double tax treaty – the Non-Australian Holder is fully entitled to the benefits of the double tax treaty to exclude Australia’s jurisdiction to tax the income.

A gain arising on the sale of Notes by a Non-Australian Holder that is a non-resident of Australia to another non-resident of Australia where Notes are sold outside Australia and all negotiations are conducted, and documentation executed, outside Australia should not be regarded as having an Australian source under common law.

If a gain realised by a Non-Australian Holder is subject to Australian income tax, depending on the circumstances of the Holder, either the rules relating to “traditional securities” or “taxation of financial arrangements” should apply.

No gain on Conversion of the Notes

‑ Holders (whether an Australian Holder or a Non Australian Holder) should not make any taxable gain or loss if Notes are Converted into AMPL Ordinary Shares. This is because any gain or loss on the Conversion should be disregarded under the Australian Tax Act.

AMPL Ordinary Shares acquired as a consequence of the Conversion should generally be treated as having a cost base and reduced cost base for Australian capital gains tax (“ CGT ”) purposes equal to the cost base of the relevant Notes at the time of Conversion. For Australian CGT purposes, the acquisition date of the AMPL Ordinary Shares should generally be the time of Conversion. This will be relevant in the event that an Australian Holder subsequently disposes of the AMPL Ordinary Shares.

In the case of a Non-Australian Holder that is a non-resident of Australia, any capital gain or loss made by that Holder from any subsequent disposal of AMPL Ordinary Shares is likely to be disregarded for Australian CGT purposes. This is because the AMPL Ordinary Shares are not likely to be “taxable Australian property” (as defined under the Australian Tax Act) at the time of disposal.

Holders should seek their own taxation advice if their Notes are converted into AMPL Ordinary Shares.

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3 Australian interest withholding tax

Interest Withholding Tax

For Australian interest withholding tax (“ IWT ”) purposes, “interest” is defined in section 128A(1AB) of the Australian Tax Act to include amounts in the nature of, or in substitution for, interest and certain other amounts. The Interest paid on Notes should be “interest” as defined in the Australian Tax Act.

Australian Holders should not be subject to Australian IWT in respect of Interest payments on Notes.

Non-Australian Holders may be subject to Australian IWT at a rate of 10 per cent of the gross amount of Interest paid by AMP to the Non-Australian Holder unless an exemption is available.

Section 128F exemption from IWT

An exemption from IWT is available in respect of Interest paid on Notes if the requirements of section 128F of the Australian Tax Act are satisfied.

AMP intends to issue the Notes in a manner which will satisfy the requirements of section 128F of the Australian Tax Act.

In broad terms, the requirements are as follows:

(a) AMP is a resident of Australia and a company (as defined in section 128F(9) of the Australian Tax Act) when it issues the Notes and when interest is paid;
(b) the Notes are issued in a manner which satisfies the “public offer” test in section 128F of the Australian Tax Act.

In relation to the Notes, there are five principal methods of satisfying the public offer test. In summary, the five methods are:

(i) offers to 10 or more unrelated persons carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets;
(ii) offers to 100 or more investors of a certain type;
(iii) offers of listed Notes;
(iv) offers via publicly available information sources; or
(v) offers to a dealer, manager or underwriter who offers to sell the Notes within 30 days by one of the preceding methods;
(c) AMP does not know, or have reasonable grounds to suspect, at the time of issue, that the Notes (or interests in those Notes) were being, or would later be, acquired, directly or indirectly, by an “associate” of AMP, except as permitted by section 128F(5) of the Australian Tax Act (see below); and
(d) at the time of the payment of Interest, AMP does not know, or have reasonable grounds to suspect, that the payee is an “associate” of AMP, except as permitted by section 128F(6) of the Australian Tax Act (see below).

An “associate” of AMP for the purposes of section 128F of the Australian Tax Act includes, when AMP is not a trustee:

a person or entity which holds more than 50 per cent of the voting shares of, or otherwise controls, AMP;

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an entity in which more than 50 per cent of the voting shares are held by, or which is otherwise controlled by, AMP;
a trustee of a trust where AMP is capable of benefiting (whether directly or indirectly) under that trust; and
a person or entity who is an “associate” of another person or company which is an “associate” of AMP under the first bullet point above.

However, for the purposes of sections 128F(5) and (6) of the Australian Tax Act (see paragraphs (c) and (d) above), a permitted “associate” of AMP includes a Non-Australian Holder that is acting in the capacity of:

in the case of section 128F(5) only, a dealer, manager or underwriter in relation to the placement of the relevant Notes, or a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act), or
in the case of section 128F(6), a clearing house, paying agent, custodian, funds manager or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act).

Exemptions under certain double tax conventions

The Australian government has concluded double tax conventions (“Specified Treaties ”) with a number of countries (each a “ Specified Country ”) that contain certain exemptions from Australian IWT.

Broadly, the Specified Treaties effectively prevent IWT applying to interest derived by:

the governments of the Specified Countries and certain governmental authorities and agencies in a Specified Country; and
a “financial institution” resident in a Specified Country which is unrelated to and dealing wholly independently with AMP. The term “financial institution” refers to either a bank or any other enterprise which substantially derives its profits by carrying on a business of raising and providing finance. However, interest paid under a back-toback loan or an economically equivalent arrangement will not qualify for this exemption.

The Australian Federal Treasury maintains a listing of Australia’s double tax conventions which is available to the public at the Federal Treasury Department website.

Payment of additional amounts

As set out in more detail in clause 11 of the Terms, if AMP is at any time required by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by the Australian Government in respect of Notes, AMP must, subject to certain exemptions contained in clauses 11.3 and 11.4 of the Terms, pay such additional amounts as may be necessary in order to ensure that the net amounts received by the Holders of those Notes after such deduction or withholding are equal to the respective amounts which would have been received had no such deduction or withholding been required.

4 Other Australian tax matters

Under Australian laws as presently in effect:

(a) taxation of financial arrangements – Division 230 of the Australian Tax Act contains tax timing rules for certain taxpayers to bring to account gains and losses from “financial arrangements”. The rules do not alter the rules relating to the imposition of IWT nor override the IWT exemption available under section 128F of the Australian Tax Act.

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A number of elective tax timing methods are available under Division 230. If none of the tax timing elections are made, the default accruals/realisation methods should apply to the taxpayer. Under the default methods, if the gains or losses from a financial arrangement are sufficiently certain, they should be brought to account for tax on an accruals basis. Otherwise, they should be brought to account for tax when they are realised.

Division 230 does not apply to certain taxpayers or in respect of certain short term “financial arrangements”. Division 230 should not, for example, generally apply to Holders of Notes which are individuals and certain other entities (e.g. certain superannuation entities and managed investment schemes) which do not meet various turnover or asset thresholds, unless they make an election that the rules apply to their “financial arrangements”. Potential Holders should seek their own tax advice regarding their own personal circumstances as to whether such an election should be made;

(b) stamp duty and other taxes – no ad valorem stamp duty or issue, registration or similar taxes are payable in Australia on:
(i) the issue, transfer or redemption of any Notes; or
(ii) the issue or transfer of AMPL Ordinary Shares to a Holder (including an issue of AMPL Ordinary Shares as a result of a Conversion) provided that:
- (A) if all the shares in the Issuer are quoted on ASX at the time of issue or transfer of the AMPL Ordinary Shares, no person, either directly or when aggregated with interests held by associates of that person, obtains an interest in the Issuer of 90% or more; or
- (B) if not all the shares in the Issuer are quoted on ASX at the time of issue or transfer of the AMPL Ordinary Shares, no person, either directly or when aggregated with interests held by associates of that person, obtains an interest in the Issuer of 50% or more.

The stamp duty legislation generally requires the interests of associates to be added in working out whether the relevant threshold is reached. In some circumstances, the interests of unrelated entities can also be aggregated together in working out whether the relevant threshold is reached;

(c) TFN/ABN withholding – withholding tax is imposed on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number (“ TFN ”), (in certain circumstances) an Australian Business Number (“ ABN ”) or proof of some other exception (as appropriate). A withholding rate of 47 per cent currently applies. Assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Notes, then such withholding will not apply to payments to a Non-Australian Holder that is a non-resident of Australia for Australian tax purposes. Payments to other Holders in respect of Notes may be subject to a withholding where the Holder does not quote a TFN, ABN or provide proof of an appropriate exemption (as appropriate);

(d) dividend withholding tax — Non-Australian Holders may be subject to dividend withholding tax (“ DWT ”) on certain distributions paid on equity interests in Australian resident entities (such as AMPL Ordinary Shares). Non-Australian Holders should consider the application of DWT in the event the Holder’s Notes are converted into AMPL Ordinary Shares. DWT is generally imposed to the extent “franking credits” do not attach to the relevant distribution and the distribution is not declared to be “conduit foreign income”. Australian DWT is imposed at a general rate of 30 per cent but the rate may be reduced under an applicable double tax treaty. The Issuer does not “gross-up” distributions on its AMPL Ordinary Shares to account for the imposition of DWT;

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(e) additional withholdings from certain payments to non-residents – the Governor ‑ General may make regulations requiring withholding from certain payments to non-residents of Australia (other than payments of interest and other amounts which are already subject to the current IWT rules or specifically exempt from those rules). Regulations may only be made if the responsible Minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The possible application of any future regulations to the proceeds of any sale of Notes will need to be monitored by Holders;
(f) garnishee directions by the Commissioner of Taxation – the Commissioner of Taxation may give a direction requiring AMP to deduct from any payment to a Holder of Notes or the holder of an Ordinary Share any amount in respect of Australian tax payable by the Holder. If AMP is served with such a direction, then AMP will comply with that direction and will make any deduction required by that direction;
(g) supply withholding tax – payments in respect of the Notes can generally be made free and clear of any “supply withholding tax” imposed under section 12-190 of Schedule 1 to the Tax Administration Act; and
(h) goods and services tax – neither the issue nor receipt of Notes will give rise to a liability for GST in Australia on the basis that the supply or acquisition of Notes will comprise either an input taxed financial supply or (in the case of an offshore subscriber that is a non-resident of Australia) a GST-free supply or a supply that is outside the scope of the GST law. Furthermore, neither the payment of Face Value or Interest by AMP, nor the disposal of Notes, would give rise to any GST liability in Australia.

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U.S. Foreign Account Tax Compliance Act and OECD Common Reporting Standard

FATCA

Under sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (“ FATCA ”), a 30% withholding (“ FATCA withholding ”) may be required if (i)(A) an investor does not provide information sufficient for the Issuer or any other non-U.S. financial institution (“ FFI ”) through which payments on the Notes are made to determine the Holder’s status under FATCA, or (B) an FFI to or through which payments on the Notes are made is a “non-participating FFI”; and (ii) the Notes are treated as debt for U.S. federal income tax purposes and the payment is made in respect of Notes issued or modified after the date that is six months after the date on which final regulations defining the term “foreign passthru payment” are filed with the U.S. Federal Register, or the Notes are treated as equity for U.S. federal income tax purposes or do not have a fixed term, whenever issued.

FATCA withholding is not expected to apply on payments made before the date that is two years after the date on which final regulations defining the term “foreign passthru payment” are filed with the U.S. Federal Register.

Reporting Australian Financial Institutions (“ RAFIs ”) under the Australia–U.S. FATCA Intergovernmental Agreement dated 28 April 2014 (“ Australian IGA ”) must comply with specific due diligence procedures. In general, these procedures seek to identify their account holders and provide the Australian Taxation Office (“ ATO ”) with information on financial accounts held by U.S. persons and recalcitrant account holders. The ATO is required to provide such information to the U.S. Internal Revenue Service. Consequently, Holders may be requested to provide certain information and certifications to the Issuer and to any other financial institutions through which payments on the Notes are made. A RAFI that complies with its obligations under the Australian IGA will not be subject to FATCA withholding on amounts it receives, and will not be required to deduct FATCA withholding from payments it makes, other than in certain prescribed circumstances.

In the event that any amount is required to be withheld or deducted from a payment on the Notes as a result of FATCA, pursuant to the terms and conditions of the Notes, no additional amounts will be paid by the Issuer as a result of the deduction or withholding.

Common Reporting Standard

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information (“ CRS ”) requires certain financial institutions to report information regarding certain accounts (which may include the Notes) to their local tax authority and follow related due diligence procedures. Holders may be requested to provide certain information and certifications to ensure compliance with the CRS. A jurisdiction that has signed a CRS Competent Authority Agreement may provide this information to other jurisdictions that have signed the CRS Competent Authority Agreement. The Australian Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 of Australia to give effect to the CRS.

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Additional Information

Effect on the Issuer of the offer of the Notes :

The Notes will constitute regulatory capital of the Issuer which satisfies APRA’s regulatory capital requirements for Tier 2 Capital. The Notes and the Issuer’s other regulatory capital provide a buffer which protects Senior Creditors against losses that may be incurred by the Issuer.

Rights and liabilities attaching to the Notes :

See relevant “Terms of Notes” from pages 56 to 95 of this Information Memorandum.

Effect on AMPL of the issue of the AMPL Ordinary Shares when the Notes are Converted :

The issuance of AMPL Ordinary Shares on Conversion of the Notes will result in an increase in AMPL’s shareholders’ equity. The number of AMPL Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number.

Rights and liabilities attaching to the AMPL Ordinary Shares :

Holders will receive AMPL Ordinary Shares on Conversion of the Notes, unless Conversion does not occur for any reason (including without limitation an Inability Event). The rights and liabilities attaching to the AMPL Ordinary Shares are set out in the constitution of AMPL and are also regulated by the Corporations Act, ASX Listing Rules and the general law.

This section summarises the key rights attaching to the AMPL Ordinary Shares. It is not intended to be an exhaustive summary of the rights and obligations of holders of AMPL Ordinary Shares. Investors who wish to inspect AMPL’s constitution may do so in accordance with the instructions set out below.

Dividends

Holders of AMPL Ordinary Shares are entitled to receive such dividends on AMPL Ordinary Shares as may be determined by the directors of AMPL in their discretion. Dividends are payable to holders of AMPL Ordinary Shares in proportion to the amount paid on the AMPL Ordinary Shares that they hold.

Dividends must only be paid in accordance with applicable laws and AMPL’s constitution. Under the Corporations Act, as at the date of this Information Memorandum, AMPL is restricted from paying dividends unless:

AMPL’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
the payment of the dividend is fair and reasonable to AMPL’s shareholders as a whole; and
the payment of the dividend does not materially prejudice AMPL’s ability to pay its creditors.

AMPL may also be restricted from paying dividends on AMPL Ordinary Shares by prudential standards of APRA, or potentially in particular circumstances by the terms of certain of its regulatory capital instruments.

Meetings and voting rights

Holders of AMPL Ordinary Shares are entitled to receive notice of, attend and vote at general meetings of AMPL. Each holder of an Ordinary Share present at a general meeting (whether in person or by proxy or representative) is entitled to one vote on a show of hands or

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one vote for each Ordinary Share held (or a fraction of a vote in proportion to the amount paid up on that Ordinary Share) on a poll.

Winding-up of AMPL

Subject to the preferential entitlement (if any) of preference shareholders, on a winding-up of AMPL, holders of AMPL Ordinary Shares are entitled to participate equally in the distribution of assets of AMPL (both capital and surplus), subject to AMPL constitution and any amounts unpaid on the AMPL Ordinary Share.

Transfers

Transfers of AMPL Ordinary Shares are not effective until registered. Subject to the ASX Listing Rules, AMPL may refuse to register a transfer of AMPL Ordinary Shares without giving any reasons. However, the ASX Listing Rules substantially restrict when AMPL may refuse to register a transfer.

Unless otherwise required by law, AMPL is not required to recognise any interest in AMPL Ordinary Shares other than the interest of registered holders of AMPL Ordinary Shares.

Issue of further AMPL Ordinary Shares

The directors control the issue of AMPL Ordinary Shares. Subject to the Corporations Act, the directors of AMPL may issue further AMPL Ordinary Shares, redeemable preference shares and bonus shares for no consideration, and grant options over AMPL Ordinary Shares, on terms as they think fit.

Other information :

AMPL is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. AMPL must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about AMPL that a reasonable person would expect to have a material effect on the price or value of its listed securities, including the AMPL Ordinary Shares.

Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office and AMPL’s ASX announcements may be viewed on www.asx.com.au.

Copies of the following documents are available at www.amp.com.au/shareholdercentre and/or www.asx.com.au and AMPL will provide a copy of any of the following documents free of charge to any person who requests a copy:

the AMPL’s half-yearly and annual financial reports;
any continuous disclosure notices given by AMPL after the lodgement of the AMP group’s 2021 Annual Report, but before the date of this notice; and
AMPL’s constitution,

in person from, or by request made in writing to, AMPL at:

Address: Level 29 50 Bridge Street Sydney NSW 2000 Attention: Investor Relations E-mail: [email protected]

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Directory

ISSUER

AMP Bank Limited

Level 29 50 Bridge Street Sydney NSW 2000

Telephone: + 61 2 8048 9997 Email: [email protected] Attention: Group Treasurer, AMP Group Treasury

ARRANGERS

Barrenjoey Markets Pty Limited

Level 41, Liberty Place 161 Castlereagh Street Sydney NSW 2000 Australia

UBS AG, Australia Branch

Level 16, 2 Chifley Square Sydney, NSW 2000 Australia

Telephone: +61 2 9903 6000 Attention: Head of Debt Capital Markets

Telephone: +61 2 9324 3635 Attention: Paul Neumann

JOINT LEAD MANAGERS

Barrenjoey Markets Pty Limited

Level 41, Liberty Place 161 Castlereagh Street Sydney NSW 2000

National Australia Bank Limited Level 6, 2 Carrington Street Sydney NSW 2000

Telephone: +61 2 9903 6000 Attention: Head of Debt Capital Markets

Telephone: +61 2 7226 7860 Attention: Head of Debt Syndicate

UBS AG, Australia Branch

Level 16, 2 Chifley Square Sydney, NSW 2000 Australia

Westpac Banking Corporation Level 3, 275 Kent Street Sydney NSW 2000 Australia

Telephone: +61 2 9324 3635 Attention: Paul Neumann

Telephone: +61 2 8253 4583 Attention: Managing Director, Frequent Borrowers and Syndicate Email: [email protected]

REGISTRAR

Austraclear Services Limited

20 Bridge Street Sydney NSW 2000

Telephone: +61 2 8298 8476 Attention: Manager, Clearing and Settlement Operations

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AI assistant

AMP LIMITED — Capital/Financing Update 2022

64379_rns_2022-10-06_11792602-2988-4657-9ace-bcc7cfb62f2f.pdf

ASX RELEASE | 7 October 2022

SCHEDULE TO CLEANSING NOTICE DATED 7 OCTOBER 2022

IMPORTANT NOTICE

NOT FOR DISTRIBUTION INTO THE UNITED STATES TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATED.

Information Memorandum for the issue of A$200,000,000 Floating Rate Notes due 2032

AMP Bank Limited

Barrenjoey Markets Pty Limited

UBS AG, Australia Branch

Barrenjoey Markets Pty Limited

National Australia Bank Limited

UBS AG, Australia Branch

Westpac Banking Corporation

5 October 2022

Contents

Introduction

The Issuer’s responsibility

Terms

Documents incorporated by reference

No independent verification

Information Memorandum.

No offer

Restricted to professional and sophisticated investors

Transaction documents should be reviewed by potential investors

Selling restrictions and no disclosure

No registration in the United States

Intending purchasers to make independent investment decision and obtain tax advice

No authorisation

Distribution arrangements

Disclosure of interests

Currencies

Currency of information

Forward-looking statements

References to website addresses

Summary

Interest Payment Dates:

Interest Period:

Interest Rate

Holders should note that APRA’s approval may not be given for any alternative Reference Rate it considers to have the effect of increasing the Interest Rate contrary to applicable prudential standards.

Day Count Fraction:

Holders should not expect that APRA’s approval will be given for any early Redemption or purchase of the Notes.

Holders should not expect that APRA’s approval will be given for any early Redemption or purchase of Notes

Issue of AMPL Ordinary Shares to a Sale and Transfer Agent :

Substitution of Approved Acquirer of AMPL Ordinary Shares :

An “ Acquisition Event ” means either:

Amendments to the Terms or the Deed Poll :

Description of the Issuer and the AMP group

Introduction

AMP Bank

Overview of the AMP group

Australian wealth management (“AWM”)

New Zealand wealth management

Collimate Capital

AMP group capital management

The Issuer’s regulatory capital

Risks

Investors must take or obtain their own advice with respect to investment and other risks.

Risks associated with the Issuer and the AMP group

Strategic Risks

General Strategic Risk

Sale of Collimate Capital Businesses

Brand and reputation

Inability of the business to adapt to competitor-driven change

Inability of the business model to adjust to changing customer preferences

Corporate transactions and strategic alliances

Contingent liability for disposed businesses

Legislative, regulatory and capital risks

Failure to comply with laws or regulation

Legislative and regulatory change

Industry and regulatory compliance investigations and oversight

Relevant provisions of the Banking Act, powers of a statutory manager and APRA secrecy rules

Litigation risk

Tax laws

Financial Contingency Planning and Resolution Planning

Consumer Data Right

Business and industry risks

Investment management performance

Funding, liquidity and credit rating risk

AMP LIMITED Capital/Financing Update 2022