AMP LIMITED — Director's Dealing 2015

Mar 5, 2015

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6 March 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: 04/2015 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 following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Craig Duncan MELLER
Date of last notice	8 August 2014

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	See below
Date of change	3 March 2015
No. of securities held prior to change	 2,880 Ordinary Shares in the name of Craig Meller  93,327 Ordinary Shares in the name of Thwaite St Mary Limited  146,961 Ordinary Shares in the name of Thwaite Holdings Pty Ltd as trustee for The Thwaite Discretionary Trust
Class	Ordinary
Number acquired	119,078 Ordinary Shares
Number disposed	Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Acquired without a cash payment as part of employee’s remuneration. The market value at the date of change was $6.43 per Ordinary Share.
No. of securities held after change	 2,880 Ordinary Shares in the name of Craig Meller  93,327 Ordinary Shares in the name of Thwaite St Mary Limited  266,039 Ordinary shares in the name of Thwaite Holdings Pty Ltd as trustee for The Thwaite Discretionary Trust
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Vesting of 119,078 share rights granted on 30 April 2013.

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	3 March 2015
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	• 540,609 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. • 119,078 share rights granted on 30 April 2013. These rights represent the deferral of 40% of Mr Meller’s Short Term Incentive for the year ended 31 December 2012. They vest on 28 February 2015, two years after the cash element of Mr Meller’s 2012 Short Term Incentive for the year ended 31 December 2012 was paid. • 219,149 performance rights granted on 6 June 2013. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 7 March 2013 to 6 March 2016. • 149,168 performance rights granted on 6 June

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	2013. These rights are subject to a single RoE based performance hurdle measured at the end of the three financial years ending on 31 December 2015. • 76,887 share rights granted on 29 April 2014. These rights represent the deferral of 40% of Mr Meller’s Short Term Incentive for the year ended 31 December 2013. They vest on 29 February 2016, two years after the cash element of Mr Meller’s 2013 Short Term Incentive for the year ended 31 December 2013 was paid. • 355,871 performance rights granted on 5 June 2014. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 6 March 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 at the end of the three financial years ending on 31 December 2016.
Interest disposed	119,078 share rights as a result of vesting.
Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation	N/A. Refer to Part 1 above.
Interest after change	• 540,609 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. • 219,149 performance rights granted on 6 June 2013. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 7 March 2013 to 6 March 2016. • 149,168 performance rights granted on 6 June 2013. These rights are subject to a single RoE based performance hurdle measured at the end of the three financial years ending on 31 December 2015. • 76,887 share rights granted on 29 April 2014. These rights represent the deferral of 40% of Mr Meller’s Short Term Incentive for the year ended 31 December 2013. They vest on 29 February 2016, two years after the cash element of Mr Meller’s 2013 Short Term Incentive for the year ended 31 December 2013 was paid.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

• 355,871 performance rights granted on 5 June 2014. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 6 March 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 at the end of the three financial years ending on 31 December 2016.

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

Appendix 3Y Page 4

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