AMP LIMITED — Director's Dealing 2017

Feb 20, 2017

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 Duncan MELLER
Date of last notice	6 June 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	Direct and indirect
Nature of indirect interest	See	below
(including registered holder)
Note: Provide details of the circumstances giving rise
to the relevant interest.
Date of change	17 February 2017
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.
	•	424,968 Ordinary shares in the name of Thwaite
		Holdings Pty Ltd as trustee for The Thwaite
		Discretionary Trust.
Class	Ordinary
Number acquired	166,944 Ordinary Shares
Number disposed	N/A
Value/Consideration	Acquired without a cash payment as part of Mr Meller’s
Note: If consideration is non-cash, provide detailsand estimated valuation	remuneration. The market value at the date of changewas $5.19 per Ordinary Share.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	No. of securities held after change	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.
				•	384,608 Ordinary Shares in the name of Thwaite
					Holdings Pty Ltd as trustee for The Thwaite
					Discretionary Trust.
				•	207,304 Ordinary Shares in the name of Thwaite
					Super Pty Limited as trustee for the Thwaite Super
					Fund.
Nature	of change			Vesting of 166,944 share rights granted on 30 April 2015
Example:	on-market	trade,off-market	trade,	and	off-market transfer of shares between holdings.
exercise	of options, issue of securities		under
dividend	reinvestment	plan, participation in buy-
back

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	See below
Nature of interest	See below
Name of registered holder	Craig Meller
(if issued securities)
Date of change	17 February 2017
No. and class of securities to which	•	355,871 performance rights granted on 5 June 2014.
interest related prior to changeNote: Details are only required for a contract in		These rights are subject to a single TSR basedperformance hurdle measured over a performance
relation to which the interest has changed		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 13 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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	2018.•242,308 performance rights granted on 4 June 2015.These rights are subject to a single RoE basedperformance hurdle measured for the financial yearending on 31 December 2017.•170,040 share rights granted on 28 April 2016.These rights represent the deferral of 40% of MrMeller’s Short Term Incentive for the year ended 31December 2015. They vest on 27 February 2018,two years after the cash element of Mr Meller’s 2015Short Term Incentive for the year ended 31December 2015 was paid.•438,462 performance rights granted on 2 June 2016.These rights are subject to a single TSR basedperformance hurdle measured over a performanceperiod of three years from 3 March 2016 to 3 March2019.•292,307 performance rights granted on 2 June 2016.These rights are subject to a single RoE basedperformance hurdle measured for the financial yearending on 31 December 2018.
Interest Acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	•355,871 performance rights granted on 5 June 2014.These rights are subject to a single TSR basedperformance hurdle measured over a performanceperiod of three years from 6 March 2014 to 5 March2017.•297,619 performance rights granted on 5 June 2014.These rights are subject to a single RoE basedperformance hurdle measured for the financial yearending on 31 December 2016.•363,461 performance rights granted on 4 June 2015.These rights are subject to a single TSR basedperformance hurdle measured over a performanceperiod of three years from 5 March 2015 to 4 March2018.•242,308 performance rights granted on 4 June 2015.These rights are subject to a single RoE basedperformance hurdle measured for the financial yearending on 31 December 2017.•170,040 share rights granted on 28 April 2016.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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. • 438,462 performance rights granted on 2 June 2016. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 3 March 2016 to 3 March 2019. • 292,307 performance rights granted on 2 June 2016. These rights are subject to a single RoE based performance hurdle measured for the financial year ending on 31 December 2018.

Part 3 –[+] Closed period

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