AMP LIMITED — Director's Dealing 2015

Jun 4, 2015

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5 June 2015

Manager Client and Market Services Team ASX Market Announcements NZX Limited Australian Securities Exchange Level 1, NZX Centre, 11 Cable Street Level 4, 20 Bridge Street PO Box 2959 Sydney NSW 2000 Wellington, New Zealand

Announcement No: 17_2015 AMP Limited (ASX/NZX: AMP)

Appendix 3Y – Change in Director’s Interest Notice

Please refer to the attached document.

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Public Affairs T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

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

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.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Craig Duncan MELLER
Date of last notice	5 May 2015

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	Indirect and direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving riseto the relevant interest.	See below
Date of change	N/A
No. of securities held prior to change	•2,880 Ordinary Shares in the name of CraigMeller.•93,327 Ordinary Shares in the name of ThwaiteSt Mary Limited.•266,039 Ordinary Shares in the name of ThwaiteHoldings Pty Ltd as trustee for The ThwaiteDiscretionary Trust.
Class	Ordinary
Number acquired	N/A
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand 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	•2,880 Ordinary Shares in the name of CraigMeller.•93,327 Ordinary Shares in the name of ThwaiteSt Mary Limited.•266,039 Ordinary shares in the name of ThwaiteHoldings Pty Ltd as trustee for The ThwaiteDiscretionary Trust.
Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend 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	See below
Nature of interest	See below
Name of registered holder(if issued securities)	Craig Meller
Date of change	For disposed performance rights: 31 May 2015For acquired performance rights: 4 June 2015
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	•540,609 performance rights granted on 7 June2012. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 1 March2012 to 28 February 2015.•219,149 performance rights granted on 6 June2013. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 7 March2013 to 6 March 2016.•149,168 performance rights granted on 6 June2013. These rights are subject to a single RoEbased performance hurdle measured for thefinancial year ending on 31 December 2015.•76,887 share rights granted on 29 April 2014.These rights represent the deferral of 40% of MrMeller’s Short Term Incentive for the year ended31 December 2013. They vest on 29 February2016, two years after the cash element of MrMeller’s 2013 Short Term Incentive for the yearended 31 December 2013 was paid.•355,871 performance rights granted on 5 June

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

				Appendix 3YChange of Director’s Interest Notice	Appendix 3YChange of Director’s Interest Notice
					2014. These rights are subject to a single TSRbased performance hurdle measured over a
					performance period of three years from 6 March2014 to 5 March 2017.•297,619 performance rights granted on 5 June
					2014. These rights are subject to a single RoEbased performance hurdle measured for the
					financial year ending on 31 December 2016.
					•166,944 share rights granted on 30 April 2015.These rights represent the deferral of 40% of Mr’
					Mellers Short Term Incentive for the year ended31 December 2014. They vest on 28 February
					2017, two years after the cash element of MrMeller’s 2014 Short Term Incentive for the yearended 31 December 2014 was paid.
	Intere	st Acquired			•363,461 performance rights granted on 4 June2015. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 5 March
					2015 to 4 March 2018.
					•242,308 performance rights granted on 4 June2015. These rights are subject to a single RoE
					based performance hurdle measured for thefinancial year ending on 31 December 2017.
	Intere	st disposed			540,609 performance rights granted on 7 June 2012
					lapsed due to performance hurdle not being met.
	ValueNote: Ifand an e	/Considerationconsideration is nstimated valuation			N/A
			on-cash	, provide details
	Intere	st after chang	e		•219,149 performance rights granted on 6 June2013 Th iht bt t il TSR
+ See ch					. ese rgs are sujec o a sngebased performance hurdle measured over aerformance eriod of three ears from 7 March
					p p y2013 to 6 March 2016.
					•149,168 performance rights granted on 6 June2013 These rights are subject to a single RoE
					.based performance hurdle measured for thefinancial year ending on 31 December 2015
					.•76887 share rights granted on 29 April 2014
					, .These rights represent the deferral of 40% of MrMeller’s Short Term Incentive for the year ended
					31 December 2013. They vest on 29 February2016, two years after the cash element of Mr
					Meller’s 2013 Short Term Incentive for the yearended 31 December 2013 was paid.
					•355,871 performance rights granted on 5 June
					2014. These rights are subject to a single TSRbased performance hurdle measured over a
					performance period of three years from 6 March
		apter 19 for def	ined t	erms.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

2014 to 5 March 2017. • 297,619 performance rights granted on 5 June 2014. These rights are subject to a single RoE based performance hurdle measured for the financial year ending on 31 December 2016. • 166,944 share rights granted on 30 April 2015. These rights represent the deferral of 40% of Mr Meller’s Short Term Incentive for the year ended 31 December 2014. They vest on 28 February 2017, two years after the cash element of Mr Meller’s 2014 Short Term Incentive for the year ended 31 December 2014 was paid. • 363,461 performance rights granted on 4 June 2015. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 5 March 2015 to 4 March 2018. • 242,308 performance rights granted on 4 June 2015. These rights are subject to a single RoE based performance hurdle measured for the financial year ending on 31 December 2017.

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011