AMP LIMITED — Director's Dealing 2019

Aug 14, 2019

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	Francesco Alexander DE FERRARI
Date of last notice	4 March 2019

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	Beneficial interest in shares held by CPU
(including registered holder)	Share Plans Pty Limited as the trustee of the
Note: Provide details of the circumstances giving rise to the relevantinterest.	AMP Employee Share Trust.
Date of change	13 August 2019

• 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 prior to change	•8,000,000optionsgrantedasacomponent of the Director’s RecoveryIncentive Award in accordance with hisEmployment Contract.•1,656,976 performance rights grantedas a component of the Director’sRecoveryIncentiveAwardinaccordancewithhisEmploymentContract.•1,453,488 share rights granted as acomponent of the Director’s BuyoutIncentive Award in accordance with hisEmployment Contract.•1,453,488 restricted shares, being fullypaid ordinary shares held by CPU SharePlans Pty Limited (as trustee of the AMPEmployee Share Trust) on behalf of theDirector.
Class	See below
Number acquired	•587,328 share rights granted as acomponentoftheDirector’samended Buyout Incentive Award•587,328 shares being fully paidordinary shares held by CPU SharePlans Pty Limited (as trustee of theAMP Employee Share Trust) onbehalf of the Directoras announced to ASX on 8 August 2019.
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Acquired without a cash payment by theDirector as part of his remuneration.
No. of securities held after change	•2,040,816 share rights•2,040,816 restricted shares•8,000,000 options•1,656,976 performance rights
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Allocation of restricted shares and sharerights as a component of the amendedBuyout Incentive Award granted to theDirector, as announced to ASX on 8 August2019. The restricted shares were purchasedon market by CPU Share Plans Pty Limitedas the trustee of the AMP Employee ShareTrust.

Part 2 – Change of director’s interests in contracts

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
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	N/A
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	N/A

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.

01/01/2011 Appendix 3Y Page 3