AMP LIMITED — Director's Dealing 2012

Aug 6, 2012

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7 Augu s t 2012

Manag e r M a nager ASX M a rket Anno u ncements M a rket Infor m ation Servi c es Sectio n Australian Securiti e s Exchan g e N e w Zealand Stock Exc h ange Level 4 , 20 Bridge Street Level 24, NZ X Centre, 1 1 Cable Street Sydney NSW 200 0 W e llington, N e w Zealan d

Annou n cement N o : 24/201 2 AMP Li m ited (AS X /NZX: AM P

Appendix 3Y – Change in Director’s Interest Notice

Please refer to the attached document.

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Public Affairs T 02 9257 612 7 E medi a @amp.com.a u W AM P .com.au/medi a AMP_A U

AMP Limited Level 24, 3 3 Alfred Street, Sydney NSW 2000 Australia ABN 49 0 7 9 354 519

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AMP LIMITED ABN: 49 079 354 519

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Craig William DUNN
Date of last notice	18 June 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	 12,413 Ordinary Shares held in the name of the Director; and  546,084 Ordinary shares held in the name of Wiolga Pty Ltd ATF The Freckle Family Trust.
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	N/A
No. of securities held prior to change	N/A
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	N/A
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	N/A

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	See below
Name of registered holder (if issued securities)	N/A
Date of change	1 August 2012
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	 777,778 performance rights granted on 12 March 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2009 to 31 July 2012.  697,675 performance rights granted on 8 September 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2010 to 31 July 2013.  729,167 performance rights granted on 9 June 2011. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 May 2011 to 30 April 2014.  247,513 share rights granted on 23 May 2012. These rights represent the deferral of 40% of Mr Dunn’s Short Term Incentive for the year ended 31 December 2011. They vest on 28 February 2014, two years after the cash element of Mr Dunn’s 2011 Short Term Incentive for the year ended 31 December 2011 was paid.  1,110,406 performance rights granted on 7 June 2012. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 March 2012 to 28 February 2015.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired	N/A
Interest disposed	 777,778 performance rights granted on 12 March 2010. These rights have lapsed as the performance hurdle was not met.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	 697,675 performance rights granted on 8 September 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2010 to 31 July 2013.  729,167 performance rights granted on 9 June 2011. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 May 2011 to 30 April 2014.  247,513 share rights granted on 23 May 2012. These rights represent the deferral of 40% of Mr Dunn’s Short Term Incentive for the year ended 31 December 2011. They vest on 28 February 2014, two years after the cash element of Mr Dunn’s 2011 Short Term Incentive for the year ended 31 December 2011 was paid.  1,110,406 performance rights granted on 7 June 2012. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 March 2012 to 28 February 2015.

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3