AMP LIMITED — Director's Dealing 2016

May 29, 2016

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30 May 2016

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

Client and Market Services Team NZX Limited Level 1, NZX Centre, 11 Cable Street PO Box 2959 Wellington, New Zealand

Announcement No: 15/2016 AMP Limited (ASX/NZX: AMP)

2013 LTI plan outcomes and Appendix 3Y - Change in Director’s Interest Notice

Following completion of the performance periods and vesting assessments, AMP Limited advises the vesting outcomes of its 2013 Long term incentive (LTI) plan.

The 2013 LTI grant was subject to two equally weighted performance hurdles, with 50% of participants’ rights subject to a Total Shareholder Return (TSR) hurdle and 50% subject to a Return on Equity (RoE) hurdle.

The TSR hurdle was not met and, accordingly, those performance rights lapse.

The minimum hurdle for the RoE based rights under the 2013 LTI plan was a RoE of 13.4%, while the maximum hurdle was 14.5%. The RoE outcome for the performance period approved by the Board was 13.5%, including an adjustment (as permitted by the terms of the grant) of 0.3% to account for the group’s investment in China Life Pension Company, given this transaction had not been proposed when the targets were set at the beginning of the performance period. As a result, 55% of these performance rights vest.

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	3 May 2016

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	Direct and 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	25 May 2016
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. • 342,926 Ordinary shares in the name of Thwaite Holdings Pty Ltd as trustee for The Thwaite Discretionary Trust.
Class	Ordinary
Number acquired	82,042 Ordinary Shares
Number disposed	N/A
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 volume weighted average price on the date of change was $5.6414 per Ordinary Share.

• 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 Craig Meller. • 93,327 Ordinary Shares in the name of Thwaite St Mary Limited. • 424,968 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 82,042 performance rights, representing 55% of the 149,168 performance rights granted on 6 June 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	25 May 2016
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	• 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 for the financial year ending on 31 December 2015. • 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 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,

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	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.
Interest Acquired	N/A
Interest disposed	• Vesting of 82,042 performance rights, representing 55% of the 149,168 performance rights granted on 6 June 2013. The balance of these rights lapsed. • 219,149 performance rights granted on 6 June 2013 lapsed.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Refer to Part 1 above.
Interest after change	• 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 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.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

• 170,040 share rights granted on 28 April 2016. These rights represent the deferral of 40% of Mr Meller’s Short Term Incentive for the year ended 31 December 2015. They vest on 27 February 2018, two years after the cash element of Mr Meller’s 2015 Short Term Incentive for the year ended 31 December 2015 was paid.

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

01/01/2011