AMP LIMITED — Director's Dealing 2018

Apr 4, 2018

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	21 February 2018

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 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 Craig Meller.•93,327 Ordinary Shares in the name of Thwaite StMary Limited.•554,648 Ordinary Shares in the name of ThwaiteHoldings Pty Ltd as trustee for The ThwaiteDiscretionary Trust.•207,304 Ordinary Shares in the name of ThwaiteSuper Pty Limited as trustee for the Thwaite SuperFund.
Class	Ordinary
Number acquired	N/A
Number disposed	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	N/A
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 StMary Limited.•554,648 Ordinary Shares in the name of ThwaiteHoldings Pty Ltd as trustee for The ThwaiteDiscretionary Trust.•207,304 Ordinary Shares in the name of ThwaiteSuper Pty Limited as trustee for the Thwaite SuperFund.
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	2 April 2018
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	•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.•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 based

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	performance hurdle measured for the financial yearending on 31 December 2018.•855,000 performance rights granted on 19 May2017. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of four years from 1 January2017 to 31 December 2020.
Interest Acquired	181,949 share rights granted on 2 April 2018. Theserights represent the deferral of 40% of Mr Meller’s ShortTerm Incentive outcome for the year ended 31December 2017. The vesting date of the award is 10February 2020.
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	•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.•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.•855,000 performance rights granted on 19 May2017. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of four years from 1 January2017 to 31 December 2020.•181,949 share rights granted on 2 April 2018. Theserights represent the deferral of 40% of Mr Meller’sShort Term Incentive outcome for the year ended 31December 2017. The vesting date of the award is 10February 2020.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

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