AMP LIMITED - Governance Information 2009

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CORPORATIONS LAW

COMPANY LIMITED BY SHARES

STANDARD CONSTITUTION

for

SUBSIDIARIES OF AMP LIMITED

1. PRELIMINARY

1.1 In this Constitution:

' Alternate Director ' means a person appointed as an alternate director under clause 74 ;

' AMP Group ' means AMP Limited and its wholly owned subsidiaries;

' AMP Limited ' means AMP Limited ACN 079 354 519;

' Auditor ' means the Company's auditor (if any);

' Board ' means the board of Directors, and includes a committee or a delegate of the board of Directors;

' Business Day ' has the same meaning as in the Corporations Law ;

' Company ' means the company named in clause 1 of Schedule 1 ;

' Constitution ' means the constitution of the Company as amended from time to time;

' Director ' means a person appointed to and acting in the position of a director of the Company;

' Directors ' means all or some of the Directors acting as a Board, and includes the Director if the Company has only one Director;

' Dividend ' includes bonus;

' Executive Director ' means a person appointed or holding office as an executive director under clause 81.1 ;

' Managing Director ' means a Director appointed as managing director under clause 81.1 ;

' Member ' means a person who is a member of the Company under section 231 of the Corporations Law ;

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' Non-Executive Director ' means a Director who is not an Executive Director;

' Office ' means the Company's registered office;

' paid up ' includes credited as paid up;

' Proceedings ' means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in the person's capacity as an officer of the Company or in the course of acting in connection with the affairs of the Company or, in relation to clauses 67.6 and 68.2 , a Related Body Corporate of the Company, or otherwise arising out of the officer's holding such office (including proceedings alleging that the person was guilty of negligence, default, breach of trust or breach of duty in relation to the Company or a Related Body Corporate of the Company);

' Proprietary Company ' has the same meaning as in the Corporations Law ;

' Public Company ' has the same meaning as in the Corporations Law ;

' Register ' means the register of Members of the Company;

' Registered Address ' means the address of a Member as noted in the Register;

' Related Body Corporate ' has the same meaning as in the Corporations Law ;

' Representative ' means a person appointed by a Member to act as its representative under clause 58.1 ;

' Seal ' means the Company's common seal (if any);

' Secretary ' means any person appointed by the Directors to perform any of the duties of a secretary of the Company and, where appropriate, includes an assistant or deputy secretary and, if there are joint secretaries, any one or more of such joint secretaries;

' Shares ' means shares in the share capital of the Company.

1.2 A reference to the Corporations Law or any section of it is a reference to the Corporations Law or section as modified, amended, re-numbered or re-enacted from time to time.
1.3 Unless the contrary intention appears in this Constitution:
(a) headings are for ease of reference only and do not affect the construction of this Constitution;
(b) words denoting individuals or persons include bodies corporate and vice versa; and
(c) the singular includes the plural and vice versa and words importing a gender include other genders.

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1.4 Unless the contrary intention appears in this Constitution, words and expressions defined in the Corporations Law have the same meaning in this Constitution. Where the word or expression has more than one meaning in the Corporations Law and a provision of the Corporations Law deals with the same matter as a clause of this Constitution, that word or expression has the same meaning as in that provision.
1.5 Other grammatical forms of defined words or expressions have corresponding meanings.
1.6 The provisions of the Corporations Law that apply to certain companies as replaceable rules are displaced by this Constitution in their entirety and do not apply to the Company.
1.7 For the purposes of this Constitution, if the provisions of the Corporations Law and this Constitution conflict on the same matter, the provisions of the Corporations Law prevail.

2. RIGHTS ATTACHING TO PARTICULAR CLASSES OF SHARES

The rights, privileges and conditions of Shares other than ordinary Shares (if any) are set out in clause 2 of Schedule 1.

3. RIGHTS ATTACHING TO ORDINARY SHARES

Subject to this Constitution and to the terms of issue of Shares, all Shares attract the following rights:

(a) to receive notice of and to attend and vote at all general meetings of the Company;
(b) to receive Dividends; and
(c) in a winding up, to participate equally in the distribution of the assets of the Company (both capital and surplus), subject only to any amounts unpaid on the Share.

4. ISSUE OF SHARES

4.1 Subject to the Corporations Law and this Constitution, the Directors may issue and allot, or dispose of, Shares to persons:
(a) on terms determined by the Directors;
(b) at the issue price that the Directors determine; and
(c) at the time that the Directors determine.
4.2 The Directors' power under clause 4.1 includes the power to:
(a) grant options over unissued Shares;
(b) issue and allot Shares with:

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(i) any preferential, deferred or special rights, privileges or conditions; or
(ii) any restrictions in regard to Dividend, voting, return of capital or otherwise;
(c) issue and allot preference Shares on the terms that they are liable to be redeemed; and
(d) issue and allot bonus Shares for whose issue no consideration is payable to the Company.

5. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

6. COMMISSION AND BROKERAGE IN RESPECT OF SHARES

Any brokerage or commission which may be paid by the Company may be made in cash, by the issue and allotment of Shares, or the issue of debentures, or by a combination of any of those methods.

7. TRUSTS NOT RECOGNISED

7.1 Except as required by law or this Constitution, the Company will not recognise any person as holding a Share on trust and the Company will not be bound to recognise any equitable, contingent, future or partial interest or any other right in respect of a Share except the registered holder's absolute right of ownership.
7.2 This clause 7 applies even if the Company has notice of the relevant trust, interest or right.

8. JOINT HOLDERS OF SHARES

8.1 If two or more persons are registered as the holders of a Share, they are taken to hold the Share as joint tenants with the benefit of survivorship and the person whose name appears first on the Register is the only joint holder entitled to receive notices from the Company.
8.2 Any one of the joint holders of a Share may give an effective receipt for any Dividend or return of capital payable to the joint holders.

9. SHARE CERTIFICATES

9.1 It will be a condition of the issue of any Share that the Company will be under no obligation to complete and have ready for delivery any certificate or certificates relating to the Share unless the person who is registered as the holder of the Share either as original subscriber, transferee or otherwise makes a written request to the Company for the completion and delivery of such a certificate, in which case the Company will complete and deliver to such registered holder the relevant certificate within one calendar month of the receipt of such request.

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9.2
A Member may waive any entitlement it may have to a certificate.
9.3 Subject to the conditions of issue of any Shares or any class of Shares, joint holders are entitled to a single certificate in their joint names in respect of each portion of their holding. The certificate will be sent to the joint holder whose name appears first in the Register. Only the joint holder whose name appears first in the Register may make a request in accordance with clause 9.1 .
9.4 The Company must issue a duplicate certificate for Shares in accordance with the Corporations Law if:
(a) the holder of the Shares is entitled to a certificate for those Shares;
(b) satisfactory evidence has been received by the Company that the certificate for Shares previously issued has been stolen, lost or destroyed and has not been pledged, charged, sold or otherwise disposed of and, if lost, that proper searches have been made;
(c) the Member has undertaken in writing to the Company to return the certificate to the Company if it is found or received by the Member; and
(d) the Member has furnished such indemnity in favour of the Company as the Directors deem to be adequate in respect of loss following the production of the original certificate.
9.5 Any certificate for Shares must be issued and despatched in accordance with the Corporations Law .
9.6 The Directors may order worn out or defaced certificates to be cancelled and, if necessary, replaced by new certificates.

10. VARIATION OF CLASS RIGHTS

10.1 The provisions of the Constitution relating to general meetings apply, with necessary changes, to a meeting of Members that hold Shares in a class of Shares, to be held for the purpose of considering a motion to pass a special resolution to cancel or vary the rights attached to those Shares, as if the meeting were a general meeting except that:
(a) a quorum is two persons holding or representing by proxy, attorney or Representative, at least one-third of the Shares of the class or, if there is one holder of Shares in the class, that person; and
(b) any holder of Shares of the class present in person or by proxy, attorney or Representative, may demand a poll.

11. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

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12. CALLS

12.1 Subject to the terms on which partly paid Shares are issued, the Directors may make calls on the holders of the Shares for any money unpaid on them.
12.2 A call is made when the resolution of the Directors authorising it is passed. The Directors may require a call to be paid by instalments, and may revoke or postpone a call after it has been made.
12.3 At least three Business Days before the due date for payment of a call, the Company must send to a Member on whom the call is made a notice specifying:
(a) the amount of the call;
(b) the due date for payment; and
(c) the place for payment.
12.4 A Member to whom notice of a call is given in accordance with this clause 12 must pay to the Company the amount called in accordance with the notice.
12.5 Failure to send a notice of a call to any Member or the non-receipt of a notice by any Member does not invalidate the call. A Member may waive its right to receive notice of a call under clause 12.3 .
12.6 Joint holders of Shares are jointly and severally liable to pay all calls in respect of their Shares.

13. INSTALMENTS AND AMOUNTS WHICH BECOME PAYABLE

If:

(a) the Directors require a call to be payable by instalments; or
(b) an amount becomes payable by the terms of issue of Shares upon allotment or issue, or at a time or in circumstances specified in the terms of issue,

then:

(c) the amount is payable as if it were a call made by the Directors and as if they had given notice of it; and
(d) the consequences of late payment or non-payment of the amount are the same as the consequences of late payment or non-payment of a call.

14. INTEREST AND EXPENSES IN RESPECT OF CALLS

If an amount called is not paid on or before the due date, the person liable to pay the amount must also pay:

(a) interest on the amount from the due date to the time of actual payment at a rate determined by the Directors (not exceeding 20% per annum); and

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(b) all expenses incurred by the Company as a consequence of the non-payment,

but the Directors may waive payment of the interest and expenses in whole or in part.

15. RECOVERY OF AMOUNTS DUE IN RESPECT OF CALLS

On the hearing of any action for the recovery of money due for any call, proof that:

(a) the name of the person sued was, when the call was made, entered in the Register as a holder or the holder of Shares in respect of which the call was made;
(b) the resolution making the call is duly recorded in the Directors' minute book; and
(c) notice of the call was given to the person sued,

will be conclusive evidence of the debt.

16. DIFFERENTIATION

The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

17. PAYMENT OF CALLS IN ADVANCE

17.1 The Directors may accept from a Member the whole or part of the amount unpaid on a Share before the amount accepted has been called.
17.2 The Company may:
(a) pay interest on any amount accepted, until the amount is payable under a call and at a rate (not exceeding 20% per annum) agreed between the Member and the Directors; and
(b) subject to any contract between the Company and the Member, repay all or any of the amount accepted in excess of the amount called on the Share.
17.3 Payment of an amount in advance of a call does not entitle the paying Member to any Dividend, benefit or advantage, other than the payment of interest under this clause 17 , to which the Member would not have been entitled if it had paid the amount when it became due.

18. LIEN

18.1 The Company has a first and paramount lien on every partly paid Share for all money:
(a) due and unpaid to the Company at a fixed time, in respect of the Share;
(b) presently payable by a holder or the holder of the Share, or the holder's estate, to the Company in respect of the Share; or

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(c) which the Company is required by law to pay (and has paid) in respect of the Share.
18.2 If any law for the time being of any country, state or place purports to impose an immediate or contingent liability upon the Company to make any payment or authorises a taxing authority or Government official to require the Company to make payment in respect of Shares or Dividends or other moneys accruing due to the Member who holds the Shares:
(a) the Member indemnifies the Company in respect of any such payment or liability; and
(b) the Company:
- (i) has a lien on the Shares and Dividends and other moneys payable in respect of the Shares, whether the Shares are held by the Member solely or jointly with another person, in respect of any payment made or liability incurred by the Company, together with reasonable interest on any payment made by the Company at a rate to be fixed by the Directors not exceeding 20% per annum from the date of payment by the Company to the date of repayment by the Member;
- (ii) may set off amounts so paid by the Company against amounts payable by the Company to the Member as Dividends or otherwise; and
- (iii) may recover as a debt due from the Member or the Member's legal personal representative the amount of all payments made by the Company together with interest at the rate and for the period previously mentioned.
18.3
The Company's lien extends to all Dividends payable in respect of the Share.
18.4 Unless the Directors determine otherwise, the registration of a transfer of a Share operates as a waiver of the Company's lien on the Share.
18.5 The Directors may declare a Share to be wholly or partly exempt from a lien.

19. LIEN SALE

If:

(a) the Company has a lien on a Share for money presently payable; and
(b) the Company has given the Member holding the Share written notice demanding payment of the money; and
(c) that Member fails to pay all of the money demanded,

then 14 or more days after giving the notice, the Directors may sell the Share in any manner determined by them.

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20. FORFEITURE NOTICE

20.1 The Directors may at any time after a call or instalment becomes payable and remains unpaid by a Member, serve a notice on the Member requiring the Member to pay:
(a) the unpaid amount;
(b) any interest that has accrued; and
(c) all expenses incurred by the Company as a consequence of the non-payment.
20.2 The notice under clause 20.1 must:
(a) specify a day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice must be made; and
(b) state that if a Member does not comply with the notice, the Shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

21. FORFEITURE

21.1 If a Member does not comply with a notice served under clause 20 , then any or all of the Shares in respect of which the notice was given may be forfeited by a resolution of the Directors.
21.2 Unpaid Dividends in respect of forfeited Shares will also be forfeited.
21.3 On forfeiture, Shares become the property of the Company and forfeited Shares may be:
(a) sold or disposed of; or
(b) cancelled on terms determined by the Directors.
21.4 The Directors may, at any time before a forfeited Share is sold, disposed of or cancelled, annul the forfeiture of the Share on conditions determined by them.
21.5 Promptly after a Share has been forfeited:
(a) notice of the forfeiture must be given to the Member in whose name the Share was registered immediately before its forfeiture; and
(b) the forfeiture and its date must be noted in the Register.
21.6 Omission or neglect to give notice of or to note the forfeiture as specified in clause 21.5 will not invalidate a forfeiture.

22. LIABILITY OF FORMER MEMBER

22.1 The interest of a person who held Shares which are forfeited is extinguished but the former Member remains liable to pay:
(a) all money (including interest and expenses) that was payable by the Member to the Company at the date of forfeiture in respect of the forfeited Shares; and

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(b) interest from the date of forfeiture until payment at a rate determined by the Directors (not exceeding 20% per annum).
22.2 A former Member's liability to the Company ceases if and when the Company receives payment in full of all money (including interest and expenses) payable by the person in respect of the Shares.

23. DISPOSAL OF FORFEITED SHARES

23.1
The Company may:
(a) receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share; and
(b) effect a transfer of the Share in favour of a person to whom the Share is sold or disposed of.
23.2
The purchaser of the Share:
(a) is not bound to check the regularity of the sale or the application of the purchase price;
(b) obtains title to the Share despite any irregularity in the sale; and
(c) will not be subject to complaint or remedy by the former holder of the Share in respect of the purchase.
23.3 A statement signed by a Director and the Secretary (if any), or two Directors, that the Share has been regularly forfeited and sold or reissued, or regularly sold without forfeiture to enforce a lien, is conclusive evidence of the matters stated as against all persons claiming to be entitled to the Share.
23.4 Subject to the terms on which a Share is on issue, the net proceeds of any sale made to enforce a lien or on forfeiture must be applied by the Company in the following order:
(a) in payment of the costs of the sale;
(b) in payment of all amounts secured by the lien or all money that was payable in respect of the forfeited Share;
(c) in payment of any tax liability incurred by the Company on disposal of the forfeited Share; and
(d) where the Share was forfeited under clause 21.1 , in payment of any surplus to the former Member whose Share was sold.

24. TRANSFER OF SHARES

24.1 Subject to this Constitution, a Member may transfer Shares held by that Member.
24.2 Subject to clause 24.3 , Shares may be transferred by:

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(a) a written transfer instrument in any usual or common form; or
(b) any other form approved by the Directors.
24.3 A written transfer instrument referred to in clause 24.2 must be executed by or on behalf of the transferor and the transferee.
24.4 Subject to the Corporations Law , the written transfer instrument may comprise two documents.
24.5 (a) A transferor of Shares remains the holder of the Shares transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the Shares.
(b) A transfer of Shares does not pass the right to any Dividends declared or authorised on the Shares until such registration.

25. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

26. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

27. TRANSFER PROCEDURE

The procedure for a transfer of Shares is as follows:

(a) the written transfer instrument must be left at the Office or another place acceptable to the Company;
(b) the instrument must be accompanied by a certificate for the Shares dealt with in the transfer where a certificate has been issued, unless the Directors waive production of the certificate on receiving satisfactory evidence of the loss or destruction of the certificate; and
(c) the Directors may require other evidence of the transferor's right to transfer the Shares.

28. RIGHT TO REFUSE REGISTRATION

28.1 The Directors may in their absolute discretion, and without giving any reason, refuse to register any transfer of Shares or other securities.
28.2 If the Company is a Proprietary Company, the Directors must decline to register any transfer of Shares which would breach the limit on the number of shareholders set out in section 113(1) of the Corporations Law.

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29. CLOSURE OF REGISTER

Subject to the Corporations Law , the Company may close the transfer books or the Register at any time.

30. TITLE ON DEATH

30.1 The legal personal representative of a deceased Member who was the sole holder of Shares is the only person whom the Company will recognise as having any title to the deceased Member's Shares.
30.2 If a deceased Member was a joint holder of Shares, the other joint holder is, or the other joint holders are, the only person or persons whom the Company will recognise as having any title to the deceased Member's Shares.
30.3 The estate of the deceased Member will not be released from any liability to the Company in respect of the Shares.
30.4 The Company may register or give effect to a transfer to a transferee who dies before the transfer is registered.

31. ENTITLEMENT TO TRANSMISSION

31.1 A person who becomes entitled to a Share in consequence of the death, mental incapacity or bankruptcy of a Member may, subject to clause 28 and to producing to the Company evidence of that person's entitlement which is satisfactory to the Directors, elect to:
(a) be registered as the holder of the Share; or
(b) transfer the Share to some other person nominated by that person.
31.2 If the person who has become entitled to a Share:
(a) elects to be registered as the holder, then the person must deliver or send to the Company a written notice of election signed by him or her; or
(b) elects to transfer the Share, then the person must effect a transfer of the Share.
31.3 An election to be registered as a holder of a Share under clause 31.1(a) or a transfer of a Share from a Member or deceased Member under this clause 31 is subject to the same limitations, restrictions and provisions of this Constitution as would apply if the election were a transfer or the transfer were made by the Member or deceased Member himself or herself.
31.4 A person who:
(a) has become entitled to a Share by operation of law; and
(b) has produced evidence of that person's entitlement which is satisfactory to the Directors,

is entitled to the Dividends and other rights of the registered holder of the Share.

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31.5 Where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder, they will be considered to be joint holders of the Share.

32. CHANGES TO SHARE CAPITAL

32.1 The Company may convert all or any Shares into a larger or smaller number of Shares by resolution at a general meeting.
32.2 For the purpose of giving effect to any conversion of its Shares, the Directors may:
(a) issue fractional certificates;
(b) vest any fractions of Shares in trustees on such trusts for the persons entitled to the fractions of Shares as may seem expedient to the Directors;
(c) sell or take other steps, as they consider appropriate, to transfer the Shares representing the fractions for the best price reasonably obtainable to any person and distributing the net proceeds of sale (subject to retention by the Company of small amounts where the cost of distribution would be disproportionate to the amounts involved) in due proportion among those Members and, for such sale, any Director may execute an instrument of transfer of the Shares to the purchaser; or
(d) take such other action as they think expedient.
32.3 In any reduction of share capital under the Corporations Law that is an equal reduction, the terms of the reduction may comprise or include the transfer or distribution of specific assets (whether held in the name of the Company or in the name of any wholly owned subsidiary of the Company) including fully paid shares in, or debentures of, any other corporation.
32.4 For the purpose of any transfer or distribution of shares in any other corporation under the terms of an equal reduction as referred to in clause 32.3 , each holder of Shares:
(a) is deemed to have agreed to become a member of that corporation; and
(b) appoints the Company or any of the Directors as its agent to execute any transfer of shares or other document required to effect the transfer or distribution of shares to that holder of Shares.

33. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

34. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

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35. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

36. POWERS OF ATTORNEY

36.1 If a Member executes or proposes to execute any document or do any act by or through an attorney which is relevant to the Company or the Member's shareholding in the Company, that Member must deliver the instrument appointing the attorney to the Company for notation.
36.2 The Company may require the Member to lodge a certified copy of the instrument for retention by the Company, and ask for whatever evidence it thinks appropriate that the power of attorney is effective and continues to be in force.
36.3 Any power of attorney granted by a Member will, as between the Company and the Member who granted the power of attorney:
(a) be taken and deemed to continue and will remain in full force and effect; and
(b) may be acted upon,

unless express notice in writing of its revocation or of the death of the Member who granted it is lodged with the Company.

36.4 Where a Member proposes that an attorney represent the Member at a general meeting or adjourned meeting, the Member must deliver the instrument appointing the attorney to the Company for notation (or a certified copy of the instrument) at least 48 hours (unless reduced in the notice of meeting to which the appointment relates) before the meeting or adjourned meeting.

37. CONVENING GENERAL MEETINGS

37.1
A Director may at any time call a meeting of Members.
37.2 If the Company is a Public Company that has more than one Member, the Directors must convene annual general meetings in accordance with the Corporations Law , to be held by the Company at times to be determined by the Directors.
37.3 Members may also request or call and arrange to hold general meetings in accordance with the procedures set out in the Corporations Law . Members have no right to request or join in requesting a general meeting other than as expressly provided in the Corporations Law .
37.4 A meeting of Members may be held at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

38.

NOTICE OF GENERAL MEETINGS

38.1 Notice of a general meeting must be given in accordance with the Corporations Law to the persons referred to in clause 102.1 .

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38.2 General Meetings may be called on less than 21 days’ notice in accordance with the procedures set out in the Corporations Law .
38.3
A notice convening a meeting of Members must:
(a) set out the place, date and time of the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this);
(b) state the general nature of the meeting's business;
(c) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; and
(d) comply with any other requirements of the Corporations Law.
38.4 An accidental omission to send a notice of a general meeting or the postponement of a general meeting to any Member or the non-receipt of a notice by any Member does not invalidate the proceedings at or any resolution passed at the general meeting.

39. BUSINESS OF GENERAL MEETINGS

39.1 The business of an annual general meeting that is required to be held under the Corporations Law may include:
(a) any of the matters set out in section 250R of the Corporations Law , even if not referred to in the notice of meeting;
(b) any business which under this Constitution or the Corporations Law is required to be transacted at an annual general meeting; and
(c) any other business which may lawfully be transacted at a general meeting.
39.2 (a) The Directors may postpone or cancel any general meeting (other than a meeting convened as the result of a request referred to in clause 37.3 ) at any time prior to the day of the meeting.
(b) The Directors must give notice of the postponement or cancellation to all persons entitled to receive notice of a general meeting.

40. MEMBER AT GENERAL MEETINGS

In clauses 41, 42, 45 and 49 , unless otherwise stated, ' Member ' includes a Member present in person or by proxy, attorney or Representative.

41. QUORUM FOR GENERAL MEETINGS

41.1 No business may be transacted at a general meeting unless a quorum of Members is present when the meeting proceeds to business.
41.2 A quorum of Members is constituted by:
(a) if the Company has only one Member, that Member; and

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(b) if the Company has two or more Members, two Members.
41.3 If a quorum is not present within 15 minutes after the time appointed for a meeting:
(a) if the meeting was convened by or on the request of Members, it is automatically dissolved; or
(b) in any other case:
- (i) it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Directors; and
- (ii) if at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the meeting, one Member will be a quorum.

42. CHAIRPERSON OF GENERAL MEETINGS

42.1 The chairperson, or in the chairperson's absence the deputy chairperson, of Directors' meetings will be the chairperson at every meeting of Members.
42.2 If:
(a) there is no chairperson or deputy chairperson; or
(b) neither the chairperson nor deputy chairperson is present within 15 minutes after the time appointed for holding the meeting; or
(c) the chairperson and deputy chairperson are unwilling to act as chairperson of the meeting,

the Directors present may elect a chairperson.

42.3 If no election is made pursuant to clause 42.2 , then:
(a) the Members may elect one of the Directors present as chairperson; or
(b) if no Director is present or is willing to take the chair, the Members may elect one of the Members present as chairperson.

43. GENERAL CONDUCT AT GENERAL MEETINGS

43.1 The general conduct of each general meeting of the Company and the procedures to be adopted at the meeting will be determined by the chairperson.
43.2 If there is a dispute at a general meeting about a question of procedure, the chairperson may determine the question and no vote may be taken by the Members on any such determination by the chairperson.
43.3 A Director (and an Alternate Director when acting as a Director) is entitled to attend and speak at every general meeting.

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44. ADJOURNMENT OF GENERAL MEETINGS

44.1 The chairperson of a meeting at which a quorum is present:
(a) in his or her discretion may adjourn a meeting; and
(b) must adjourn a meeting if the meeting directs him or her to do so.
44.2 An adjourned meeting may take place at a different venue from the initial meeting.
44.3 The only business that can be transacted at an adjourned meeting is the unfinished business of the initial meeting.
44.4 If a general meeting has been adjourned for more than 42 days, notice of the adjourned meeting must be given to Members as if it were an original meeting, but otherwise it is not necessary to give notice of an adjourned meeting or the business of the adjourned meeting.
44.5 A poll cannot be demanded on any resolution concerning the adjournment of a meeting except by the chairperson.

45. DECISIONS OF GENERAL MEETINGS

45.1 Subject to the Corporations Law in relation to special resolutions, a resolution is carried if a majority of the votes cast on the resolution are in favour of the resolution.
45.2 A resolution put to the vote of a meeting is to be decided on a show of hands unless a poll is demanded in accordance with the Corporations Law.
45.3 A poll may be demanded at the times permitted by the Corporations Law . 45.4 Unless a poll is demanded:
(a) a declaration by the chairperson that a resolution has been carried, carried by a specified majority, or lost; and
(b) an entry to that effect in the minutes of the meeting,

are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.

45.5 The demand for a poll may be withdrawn.
45.6 A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the meeting was not entitled to do so.

46. TAKING A POLL AT GENERAL MEETINGS

46.1 Subject to clause 46.5 , a poll will be taken when and in the manner that the chairperson directs.

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46.2 The result of the poll will determine whether the resolution on which the poll was demanded is carried or lost.
46.3 The chairperson may determine any dispute about the admission or rejection of a vote, and such determination, if made in good faith, will be final and conclusive.
46.4 A poll cannot be demanded on any resolution concerning the election of the chairperson of a meeting.
46.5 A poll demanded by the chairperson on any resolution concerning the adjournment of a meeting must be taken immediately.
46.6 After a poll has been demanded at a meeting, the meeting may continue for the transaction of business other than the question on which the poll was demanded.
46A. WRITTEN RESOLUTIONS
46A.1 Subject to the Corporations Law , the Company may pass a resolution without a general meeting being held if all the Members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. The resolution is passed when the last Member signs the document.
46A.2 For the purposes of clause 46A.1 , separate copies of a document may be used for signing by Members if the wording of the resolution and statement is the same in each copy.
46A.3 If the Company has only one Member, the Company may pass a resolution by the Member recording it and signing the record.
46A.4 Any document referred to in this clause 46A may be in the form of a facsimile transmission or electronic notification.
46A.5 For the purposes of clause 46A.1 , a document will be taken to be signed by a Member if it:
(a) includes or is accompanied by a personal identification code allocated by the Company to the Member; or
(b) has been authorised by the Member in another manner approved by the Directors.

47. CASTING VOTE OF CHAIRPERSON

The chairperson has a casting vote on a show of hands and on a poll in addition to the chairperson's votes as a Member, proxy, attorney or Representative.

48. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

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49. MEMBERS ENTITLEMENT TO VOTE

49.1 Subject to this Constitution and to any rights or restrictions attaching to any class of Shares:
(a) every Member may vote;
(b) subject to clause 53.3 and to the Corporations Law , on a show of hands every Member has one vote;
(c) on a poll every Member has:
- (i) for each fully paid Share held by the Member, one vote; and
- (ii) for each partly paid Share held by the Member, a fraction of a vote equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) on the Share.
49.2 An amount paid on a Share in advance of a call is not to be taken as paid for the purposes of clause 49.1 .

50. UNPAID CALLS OF MEMBERS

A Member is entitled to:

(a) vote; or
(b) be counted in a quorum,

only in respect of Shares on which all calls due and payable have been paid.

51. JOINT HOLDERS VOTES

If two or more joint holders purport to vote, the vote of the joint holder whose name appears first in the Register will be accepted, to the exclusion of the other joint holder or holders.

52. OBJECTIONS

52.1 An objection to the qualification of a voter may only be raised at the meeting or adjourned meeting at which the voter cast its vote.
52.2 An objection must be referred to the chairperson of the meeting, whose decision is final.
52.3 A vote which the chairperson does not disallow pursuant to an objection is valid for all purposes.

53. VOTES BY PROXY

53.1 A Member who is entitled to attend and cast a vote at a general meeting of the Company may appoint not more than two other persons as that Member's proxy or proxies to attend and vote at the meeting on that Member's behalf.

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53.2 If a Member appoints one proxy, that proxy may, subject to the Corporations Law , vote on a show of hands.
53.3 If a Member appoints two proxies, neither proxy may vote on a show of hands.
53.4
A proxy may demand or join in demanding a poll.
53.5 If a Member is present at any general meeting for which it has validly appointed a proxy to attend and vote for the Member:
(a) the proxy's authority to speak for the Member is suspended while the Member is present; and
(b) the proxy's authority to vote for the Member on any resolution is not suspended while the Member is present but is revoked by the Member voting in person on that resolution.
53.6 If an appointment of a proxy does not specify the way the proxy is to vote on a particular resolution, the proxy may vote or abstain as he or she chooses. If the appointment does specify the way in which the proxy is to vote on a particular resolution, the proxy must vote or abstain in accordance with the Corporations Law.

54. INSTRUMENT APPOINTING PROXY

54.1 A natural person may appoint one proxy or, if the person is entitled to more than one vote, two proxies by a written appointment signed by the appointor or the appointor's attorney. The appointment may specify the proportion or number of votes that the proxy may exercise.
54.2 A corporation may appoint one proxy or, if the corporation is entitled to more than one vote, two proxies by a written appointment executed in accordance with the Corporations Law or signed by a director, secretary or attorney of the appointor. The appointment may specify the proportion or number of votes that the proxy may exercise.
54.3 A proxy need not be a Member.
54.4 If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member's votes each proxy may exercise, each proxy may exercise half of the Member's votes.
54.5 The Directors may approve a form of appointment of a proxy from time to time.
54.6 For the purposes of clauses 54.1 and 54.2 , a proxy appointment received at an electronic address specified in the notice of meeting for the receipt of proxy appointments will be taken to have been signed if the appointment:
(a) includes or is accompanied by a personal identification code allocated by the Company to the Member making the appointment; or
(b) has been authorised by the Member in another manner approved by the Directors and specified in or with the notice of meeting.

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54.7 A proxy's appointment is valid at an adjourned meeting.

55. PROXY IN BLANK

If a proxy appointment is signed by the Member but does not name the proxy or proxies in whose favour it is given, the chairperson may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or the Secretary (if any).

56. LODGMENT OF PROXY

56.1 Subject to clause 56.2:
(a) the appointment of a proxy; and
(b) if the appointment is signed by the appointor's attorney, the authority under which the appointment is signed or a certified copy of the authority,

must be received by the Company at least 48 hours (unless reduced in the notice of meeting to which the proxy relates) before the time for holding the meeting (or the resumption of an adjourned meeting) to which the appointment relates.

56.2 A written appointment of a proxy, and any authority under which it was signed (or a certified copy of the authority), will be taken to have been received by the Company as required by clause 56.1 if it is received at any of the following:
(a) the Office;
(b) a facsimile number at the Office; or
(c) a place, facsimile number or electronic address specified for the purpose in the notice of meeting.

57. VALIDITY OF VOTES

A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor:

(a) died;
(b) is mentally incapacitated;
(c) revoked the proxy or power; or
(d) transferred the Shares in respect of which the vote was cast,

unless any written notification of the death, mental incapacitation, revocation or transfer was received by the Company before the relevant meeting or adjourned meeting.

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58. REPRESENTATIVES OF CORPORATIONS

58.1 Any Member which is a body corporate may appoint an individual as its representative as provided by the Corporations Law .
58.2 The appointment of a Representative may set out restrictions on the Representative's powers.
58.3 The appointment of a Representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment are each prima facie evidence of a Representative having been appointed.
58.4 The chairperson of a general meeting may permit a person claiming to be a Representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.
59. NUMBER OF DIRECTORS
59.1 If the Company is a Public Company, there will be:
(a) a minimum of three Directors; and
(b) a maximum of twelve Directors.
59.2 If the Company is a Proprietary Company, there will be:
(a) a minimum of one Director; and
(b) a maximum of twelve Directors.
59.3 If the Company was incorporated with this Constitution, the initial directors of the Company are set out in clause 3 of Schedule 1 .
59.4 The Directors and the Secretary in office as at the date this Constitution is adopted by the Company continue in office subject to this Constitution.
60. QUALIFICATION OF DIRECTORS

Neither a Director nor an Alternate Director is required to hold any Shares.

61. POWER TO APPOINT AND REMOVE DIRECTORS

61.1 The Company may, subject to the Corporations Law, by resolution passed in general meeting:
(a) remove any Director before the end of the Director's term of office; and
(b) appoint another person in the Director's place.
61.2 A person appointed under clause 61.1(b) will hold office for the remainder of the term for which the Director replaced would have held office if the Director had not been removed.

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61.3 Subject to the Corporations Law , the board of directors of AMP Limited may remove any Director before the end of the Director's term of office.

62. ADDITIONAL AND CASUAL DIRECTORS

Subject to clause 59 , either the Directors or the Members may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors.

63. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

64. PERIOD OF OFFICE

A Director will continue to hold office until his or her office is vacated or the Director ceases to hold office pursuant to clause 66 .

65. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

66. VACATION OF OFFICE

66.1 The office of a Director immediately becomes vacant if the Director:
(a) ceases to be a Director by virtue of the Corporations Law ;
(b) is prohibited by the Corporations Law from holding office or continuing as a Director;
(c) is prohibited from holding or is removed from the office of Director by an order made under the Corporations Law ;
(d) becomes bankrupt or makes any general arrangement or composition with the Director's creditors;
(e) cannot manage the Company because of his or her mental incapacity whether or not the Director is a person whose estate or property has had a personal representative or trustee appointed to administer it;
(f) resigns from the office of Director by notice in writing to the Company;
(g) is removed by a resolution of the Company; or
(h) is removed by the board of directors of AMP Limited.
66.2 A Director who is employed by AMP Limited or one of its subsidiaries ceases to be a Director at the time when he or she is no longer employed by AMP Limited or any of its Related Bodies Corporate , unless the Directors have (in their absolute discretion) resolved otherwise.

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66.3 A person ceasing to be a Director by virtue of the provisions of clause 66.2 will not thereby be rendered ineligible for appointment or election as a Director under any clause other than clause 81 .

67. REMUNERATION OF NON-EXECUTIVE DIRECTORS

67.1 The Directors as a whole (other than Executive Directors) may be paid or provided remuneration for their services the total amount or value of which must not exceed the aggregate maximum sum from time to time determined by the board of directors of AMP Limited.
67.2 The remuneration referred to in clause 67.1 will be divided among the Non-Executive Directors in such proportion and manner as determined by the board of directors of AMP Limited.
67.3 Non-Executive Directors may not be paid a commission on or a percentage of profits or operating revenue.
67.4 If a Non-Executive Director is required to perform services for the Company which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, the Company may, with approval of the board of directors of AMP Limited, pay or provide the Director remuneration which may be either in addition to or instead of the Director's remuneration under clause 67.1 (if any). No remuneration may be paid or provided under this clause 67.4 if the effect would be to exceed the aggregate maximum sum of Directors' remuneration determined by the board of directors of AMP Limited.
67.5 The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the Company's business.
67.6 To the extent permitted by law, the Company may also pay, or agree to pay, a premium for a contract insuring a person who is or has been a Non-Executive Director of the Company or an officer of a Related Body Corporate of the Company against a liability:
(a) incurred by the person in the person's capacity as a Director of the Company or an officer of a Related Body Corporate of the Company or in the course of acting in connection with the affairs of the Company or a Related Body Corporate of the Company or otherwise arising out of the Director holding such office; and
(b) for reasonable legal costs and reasonable expenses incurred by that person in defending Proceedings,

except in the circumstances prohibited by section 199B of the Corporations Law .

68. REMUNERATION OF EXECUTIVE DIRECTORS

68.1 Executive Directors are not entitled to any remuneration for their services to the Company other than the remuneration paid to them in respect of their executive position in the Company or a Related Body Corporate of the Company, which may be paid by the Company or a Related Body Corporate of the Company.

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68.2 To the extent permitted by law, the Company may pay, or agree to pay, a premium for a contract insuring a person who is or has been an Executive Director of the Company or an officer of a Related Body Corporate of the Company against a liability:
(a) incurred by the person in the person's capacity as a Director of the Company or an officer of a Related Body Corporate of the Company or in the course of acting in connection with the affairs of the Company or a Related Body Corporate of the Company or otherwise arising out of the Director holding such office; and
(b) for reasonable legal costs and reasonable expenses incurred by that person in defending Proceedings,

except in the circumstances prohibited by section 199B of the Corporations Law .

69. RETIREMENT BENEFITS

69.1 Subject to the Corporations Law , the Company may, but only with the approval of the board of directors of AMP Limited, give a person a benefit in connection with a Director's retirement from a board or managerial office in the Company.
69.2 The Directors may, but only with the approval of the board of directors of AMP Limited, enter into a contract or arrangement with a prospective, present or former Director for the payment of a benefit referred to in clause 69.1 .
69.3 The Directors may, but only with the approval of the board of directors of AMP Limited, establish or support or assist in the establishment or support of funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to the Directors.

70. POWERS AND DUTIES OF DIRECTORS TO MANAGE COMPANY

70.1 The business of the Company is managed by or under the direction of the Directors who may exercise all powers of the Company that this Constitution or the Corporations Law do not require to be exercised by the Company in general meeting, AMP Limited or its board of directors.
70.2 Without limiting the generality of clause 70.1 , the Directors may exercise all the powers of the Company to:
(a) borrow money;
(b) charge any property or business of the Company or all or any of its uncalled capital; and
(c) issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.
70.3 The Directors may, by resolution or power of attorney, appoint any person to be the attorney or agent of the Company for such purposes, with such powers, authorities and

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discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit.

70.4 A power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney or agent as the Directors think fit. The Directors may also authorise any attorney or agent appointed under clause 70.3 to delegate all or any of the powers, authorities and discretions vested in the attorney or agent.
70.5 Each Director is authorised to act in the best interests of each holding company of the Company, including the Company's ultimate holding company.
70.6 Clause 70.5 shall not in any way operate or be construed so as to restrict or limit a Director from acting in a manner which, irrespective of clause 70.5 , is in accordance with the Corporations Law and the general law (including the law relating to a director's fiduciary duties).
70.7 In carrying out the Director's duties in accordance with clause 70.5 , a Director must also act in accordance with the Corporations Law and the general law (including the law relating to a director's fiduciary duties as modified by clauses 70.5 and 70.6 ).

71. DIRECTORS' MEETINGS

71.1 Any Director may at any time, and the Secretary (if any) must on the request of any Director, call a meeting of the Directors.
71.2 An accidental omission to give notice of a meeting of Directors to any Director or the non-receipt of such notice by any Director does not invalidate the proceedings at or any resolution passed at the meeting.
71.3 (a) A Directors' meeting may be called or held using any technology consented to by all Directors. The consent may be a standing one. A Director may only withdraw his or her consent to the means of holding the meeting if the Director does so prior to the time appointed for the meeting.
(b) The Directors need not all be physically present in the same place for a Directors' meeting to be held.
(c) A Director who participates in a meeting held in accordance with this clause 71.3 is taken to be present and entitled to vote at the meeting.
71.4 Clause 71.3 applies to meetings of Directors' committees as if all committee members were Directors.
71.5 The Directors may meet together, adjourn and regulate their meetings as they think fit.
71.6 Subject to the Corporations Law a quorum for meetings of Directors may be fixed by the Directors and unless so fixed, is:
(a) if the Company has more than one Director, two Directors or Alternate Directors each present; or
(b) if the Company has only one Director, that Director.

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71.7 It is not necessary to give notice of a meeting of the Directors to a Director whom the Secretary (if any) or a Director, when giving notice to the other Directors, reasonably believes to be outside Australia.

72. DECISIONS OF DIRECTORS

72.1 Questions arising at a meeting of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to this Constitution and the Corporations Law , each Director has one vote.
72.2 In the case of an equality of votes, the chairperson of a meeting has a casting vote in addition to his or her deliberative vote.
72.3 (a) An Alternate Director has one vote for each Director for whom he or she is an alternate.
(b) If the Alternate Director is a Director, he or she also has a vote as a Director.

73. DIRECTORS' INTERESTS

73.1 If the Company is a Public Company, a Director who has a material personal interest in a matter that is being considered at a meeting of Directors must not:
(a) be present while the matter is being considered at the meeting; or
(b) vote on the matter,
if to do so would be contrary to section 195 of the Corporations Law .
73.2 Each Director must comply with section 191 of the Corporations Law , unless the Company is a Proprietary Company that has only one Director. Details of each declaration made under that section must be recorded in the minutes of the relevant Directors' meeting.
73.3 No contract made by a Director with the Company and no contract or arrangement entered into by or on behalf of the Company in which any Director may be in any way interested is avoided or rendered voidable merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office.
73.4 No Director contracting with or being interested in any arrangement involving the Company is liable to account to the Company for any profit realised by or under any such contract or arrangement merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office.
73.5 A Director is not disqualified merely because of being a Director from contracting with the Company in any respect.
73.6 A Director and any firm, body or entity in which a Director has a direct or indirect interest may in any capacity:
(a) enter into any contract or arrangement with the Company;

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(b) be appointed to and hold any office or place of profit under the Company, other than the office of auditor; and
(c) act in a professional capacity, other than as auditor, for the Company,

and provided that the Director makes disclosure as required by this clause 73 , may receive and retain for the Director's own benefit any remuneration, profits or benefits as if the Director was not a Director.

73.7 Subject to section 195 of the Corporations Law , a Director who is in any way interested in any contract or arrangement or proposed contract or arrangement may, despite that interest:
(a) be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement;
(b) sign and countersign any document relating to that contract or arrangement or proposed contract or arrangement to which the seal is affixed or to be executed in accordance with section 127(1) of the Corporations Law ; and
(c) vote in respect of, or in respect of matters arising out of, the contract or arrangement or proposed contract or arrangement.
73.8 A Director may be or become a director or other officer of, or otherwise interested in, any Related Body Corporate of the Company or any other body corporate promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and is not accountable to the Company for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate.

74. ALTERNATE DIRECTORS

74.1 A Director may, with the approval of the Directors, appoint any person as his or her alternate.
74.2 An Alternate Director is entitled to notice of Directors' meetings while he or she is acting in that capacity and, if the appointor is not present at a meeting, is entitled to attend, be counted in a quorum and vote as a Director.
74.3 An Alternate Director is an officer of the Company and is not an agent of the appointor.
74.4 The provisions of this Constitution which apply to Directors also apply to Alternate Directors, except that Alternate Directors are not entitled in that capacity to any remuneration from the Company.
74.5 (a) The appointment of an Alternate Director may be revoked at any time by the appointor or by the other Directors.
(b) An Alternate Director's appointment ends automatically when the Alternate Director's appointor ceases to be a Director.

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74.6 Any appointment or revocation under this clause must be effected by written notice delivered to the Secretary or a Director.
74.7 For the purposes of clause 73 , an Alternate Director does not have an interest in a contract or arrangement or a material personal interest in a matter by reason only of the fact that his or her appointor has such an interest.

75. REMAINING DIRECTORS

75.1 The Directors may act even if there are vacancies on the board.
75.2 If the number of Directors is not sufficient to constitute a quorum at a Directors' meeting, the Director or Directors may act only to:
(a) appoint a Director; or
(b) convene a general meeting.

76. CHAIRPERSON OF DIRECTORS' MEETINGS

76.1 The Directors may elect a Director as chairperson of Directors' meetings and may determine the period for which the chairperson will hold office.
76.2 If no chairperson is elected or if the chairperson is not present at any Directors' meeting within 10 minutes after the time appointed for the meeting to begin, the Directors present must elect a Director to be chairperson of the meeting.
76.3 The Directors may elect a Director as deputy chairperson to act as chairperson in the chairperson's absence.

77. DELEGATION

77.1 (a) The Directors may delegate any of their powers or discretions as permitted by section 198D of the Corporations Law .
(b) The Directors may at any time revoke any delegation of power or discretion.
77.2 A committee of Directors or person to whom the Directors have delegated any power or discretion must exercise the power or discretion in accordance with any directions of the Directors. The exercise of the power or discretion by the delegate is effective as if the Directors had exercised it.
77.3 A committee of Directors may be authorised by the Directors to sub-delegate all or any of the powers or discretions for the time being vested in it.
77.4 Meetings of any committee of Directors will be governed by the provisions of this Constitution which deal with Directors' meetings so far as they are applicable and are not inconsistent with any directions of the Directors.

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78. WRITTEN RESOLUTIONS

78.1 If a majority of the Directors who are eligible to vote on a resolution, having been notified in writing of the terms of a resolution, have assented to that resolution, then a resolution in those terms is taken to have been passed by the Directors without a Directors' meeting being held. The resolution is passed when the resolution is last assented to by the Directors who constitute such majority.
78.2 For the purposes of clause 78.1 , a Director assents to a resolution by:
(a) signing a document containing a statement that they are in favour of the resolution; or
(b) otherwise stating in writing that they are in favour of the resolution.
78.3 For the purposes of this clause 78 , 'writing' includes any mode of representing or reproducing words, figures, drawings or symbols in a visible form, and for the avoidance of doubt, any document, notification or statement in writing referred to in this clause may be in the form of a facsimile transmission or electronic notification.
78.4 A copy of a resolution passed in accordance with clause 78.1 , together with the names of the Directors assenting to the resolution, must be circulated to all Directors other than any Director to whom clause 71.7 applies, or the only Director.
78.5 For the purposes of clause 78.1 , a document will be taken to be signed by a Director if it:
(a) includes or is accompanied by a personal identification code allocated by the Company to the Director; or
(b) has been authorised by the Director in another manner approved by the Directors.
78.6 This clause applies to resolutions of Directors' committees as if the references to Directors in this clause 78 were references to committee members.

79. VALIDITY OF ACTS OF DIRECTORS

If it is discovered that:

(a) there was a defect in the appointment of a person as a Director, Alternate Director or member of a Directors' committee; or
(b) a person appointed to one of those positions was disqualified,

all acts of the Directors or the Directors' committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.

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80. MINUTES OF PROCEEDINGS

80.1 The Directors must cause minutes to be made of:
(a) the names of the Directors present at all general meetings, Directors' meetings and meetings of Directors' committees;
(b) all proceedings and resolutions of general meetings, Directors' meetings and meetings of Directors' committees; and
(c) all resolutions passed in accordance with clause 46A and clause 78 respectively;
(d) all disclosures of interests made pursuant to clause 73 ; and
(e) appointments of officers, but only if the Directors resolve that a minute of the appointment should be made.
80.2 Minutes must be signed within a reasonable time after the meeting by the chairperson of the meeting or by the chairperson of the next meeting of the relevant body, or in the case of a resolution passed under either clause 46A or clause 78 , by a Director, and if so signed will, as between the Members and as between the Company and the Members, be conclusive evidence of the matters stated in such minutes.

81. APPOINTMENT OF EXECUTIVE DIRECTORS

81.1 (a) The Directors may appoint a Director to the office of Managing Director on such terms as they think fit.
(b) The Directors may appoint a Director to any other full-time or substantially full-time executive position in the Company on such terms as they think fit.
(c) Unless otherwise provided in clause 4 of Schedule 1 , a Director appointed under clause 81.1(a) or 81.1(b) , and a Director (however appointed) occupying for the time being a full-time or substantially full-time executive position in the Company or a Related Body Corporate of the Company, is referred to in this Constitution as an Executive Director.
81.2 The position of chairperson of Directors may be a full-time executive position if the Directors so resolve.
81.3 If the appointment of an Executive Director is for a fixed term, the term must not exceed five years.
81.4 The Directors may, subject to the Corporations Law and the terms of the Executive Director's employment contract, suspend, remove or dismiss the Executive Director from his or her executive position and appoint another person in that place.
81.5 If the Managing Director or the chairperson (if appointed to a full-time executive position) ceases to be a Director, the Managing Director's or the chairperson's executive position terminates automatically.

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81.6 Except in the case of the Managing Director and the chairperson, the executive office of an Executive Director may be independent of the Executive Director's office as Director or may be dependent on its continuance, unless the Directors (in their absolute discretion) resolve otherwise.
81.7 If an Executive Director is suspended from his or her executive position, the Executive Director will not be entitled to attend or vote at any meeting of Directors, and his or her duties and obligations will be suspended, for the same period.

82. POWERS OF EXECUTIVE DIRECTOR

82.1 The Directors may confer on an Executive Director any powers exercisable by the Directors, subject to any terms and restrictions determined by the Directors.
82.2 The Directors may authorise an Executive Director to sub-delegate all or any of the powers vested in him or her.
82.3 Any power conferred pursuant to this clause may be concurrent with but not to the exclusion of the Directors' powers.
82.4 The Directors may at any time withdraw or vary any of the powers conferred on an Executive Director.
82.5 The provisions of clauses 66.2 , 81.5 and 81.6 regarding the automatic termination of the position of an Executive Director, and the powers of the Directors set out in this clause 82 , apply notwithstanding anything in any contract between the Company and any Director, but if the termination of a position or the exercise of a power amounts to a breach of contract by the Company, the Director may have a right to damages for breach of contract.

82A. LOCAL MANAGEMENT

The provisions of clauses 5 and 6 of Schedule 1 (if any) apply.

82B. LIFE INSURANCE ACT

The provisions of clause 7 of Schedule 1 (if any) apply.

83. SECRETARY

83.1 If the Company is not a Proprietary Company, the Company must have at least one secretary appointed by the Directors on conditions determined by them.
83.2 The Directors may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary.
83.3 The Directors may appoint one or more assistant secretaries.
83.4 A Secretary who is employed by AMP Limited or one of its Related Bodies Corporate ceases to be a Secretary at the time when he or she is no longer employed by AMP Limited or any of its Related Bodies Corporate, unless the Directors have (in their

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absolute discretion) resolved otherwise.

84. COMMON SEAL

84.1 If the Company has a Seal:
(a) the Directors must provide for the safe custody of the Seal;
(b) it must not be used except with the general or specific authority of the Directors or a Directors' committee authorised to permit use of the Seal;
(c) subject to clause 84.4 , every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary (if any) or another person appointed by the Directors to countersign the document; and
(d) the Directors may determine by resolution either generally or in any particular case that the signature of any Director or the Secretary (if any) to a document to which the Seal or any duplicate seal or certificate seal is affixed may be a facsimile applied to the document by specified mechanical means.
84.2 If the Company has only one Director and that Director is also the Secretary, every document executed under section 127 of the Corporations Law must be signed by that Director and there must be stated next to the signature that the Director witnesses the sealing in the capacity of sole Director and sole Secretary.
84.3 The Company must keep a register of documents executed in accordance with section 127 of the Corporations Law and, upon so executing a document (other than a certificate for securities of the Company), must enter in the register particulars of the document, giving in each case a short description of the document.
84.4 The register or such details from it as the Directors require must be produced at meetings of Directors for confirmation of the execution of documents under section 127 of the Corporations Law since confirmation was last given under this clause.
84.5 Failure to comply with clauses 84.3 and 84.4 does not invalidate any document which has been properly executed in accordance with section 127 of the Corporations Law .

85. DUPLICATE SEAL

If the Company has a Seal, the Company may have one or more duplicate seals of the Seal each of which:

(a) must be a facsimile of the Seal with the addition on its face of the words 'Duplicate Seal'; and
(b) must only be used with the general or specific authority of the Directors or a Directors' committee.

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86. CERTIFICATE SEAL

If the Company has a Seal, the Company may have a certificate seal which:

(a) may be affixed to Share, option or other certificates;
(b) must be a facsimile of the Seal with the addition on its face of the words 'Certificate Seal' or 'Share Seal'; and
(c) must not only be used with the general or specific authority of the Directors or a Directors' committee.

87. INSPECTION OF RECORDS

87.1 Except as otherwise required by the Corporations Law , the Directors may determine whether and to what extent, and at what times and places and under what conditions, the financial records and other documents of the Company or any of them will be open for inspection by Members other than Directors.
87.2 Subject to the Corporations Law , a Member other than a Director does not have the right to inspect any financial records or other documents of the Company unless the Member is authorised to do so by a court order or a resolution of the Directors.

88.

DECLARATION OR DETERMINATION OF DIVIDEND

88.1 Subject to the Corporations Law and the terms on which Shares are on issue and the rights and restrictions attaching to Shares, the Directors may from time to time:
(a) declare a Dividend to be paid to the Members on such terms, including the amount, and the time for and method of payment, of the Dividend, as the Directors think fit; or
(b) determine that a Dividend is payable and fix the amount, and the time for and method of payment, of the Dividend.
88.2 The Directors may amend or revoke a resolution made under clause 88.1(b) to pay a Dividend at any time before the time fixed for payment of the Dividend arrives.

89. INTERIM DIVIDEND

The Directors may authorise the Company to pay an interim Dividend which is payable on the date fixed by the Directors.

90. NO INTEREST

Interest is not payable by the Company on any Dividend.

91. RESERVES

91.1 The Directors may set aside out of profits such amounts by way of reserves as they think appropriate before declaring a Dividend or determining to pay a Dividend.

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91.2 The Directors may apply the reserves for any purpose for which profits may be properly applied.
91.3 Pending any application of the reserves, the Directors may invest or use the reserves in the business of the Company or in other investments as they think fit.
91.4 The Directors may carry forward any undistributed profits without transferring them to a reserve.

92. DIVIDEND ENTITLEMENT

92.1 Subject to the rights of persons (if any) entitled to Shares with special rights as to Dividend:
(a) all fully paid Shares on which any Dividend is to be paid are entitled to participate in the Dividend equally; and
(b) the Dividend to be paid to the holder of a partly paid Share must not exceed that proportion of the Dividend to be paid to the holder of a fully paid Share that the amount paid up on the Share (not credited as paid up) bears to the total issue price of the Share (excluding amounts credited as paid up).
92.2 An amount paid on a Share in advance of a call is not to be taken as paid for the purposes of clause 92.1 .
92.3 Unless otherwise determined by Directors, Shares will rank fully for Dividends from their date of allotment.

93. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

94. DEDUCTIONS FROM DIVIDENDS

The Directors may deduct from a Dividend payable to a Member all sums presently payable by the Member to the Company on account of calls or otherwise in relation to Shares in the Company.

95. DISTRIBUTION OF ASSETS

95.1 The Directors may resolve that a Dividend will be paid wholly or partly by the transfer or distribution of specific assets, including fully paid shares in, or debentures of, any other corporation.
95.2 The Directors, when authorising the payment of an interim Dividend, may direct payment wholly or partly by the transfer or distribution of specific assets, including fully paid shares in, or debentures of, any other corporation.
95.3 If a difficulty arises in making a transfer or distribution of specific assets, the Directors may:
(a) deal with the difficulty as they consider expedient;

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(b) fix the value of all or any part of the specific assets for the purposes of the distribution;
(c) determine that cash will be paid to any Members on the basis of the fixed value in order to adjust the rights of all the Members; and
(d) vest any such specific assets in trustees as the Directors consider expedient.
95.4 If a transfer or distribution of specific assets to a particular Member or Members is illegal or, in the Directors' opinion, impracticable, the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the Dividend instead of the transfer or distribution of specific assets.

96. PAYMENT OF DIVIDENDS

96.1 Any Dividend or other money payable in respect of Shares may be paid in any manner determined by the Directors, including by electric funds transfer or promissory note.
96.2 Any joint holder may give an effectual receipt for any Dividend or other money paid in respect of Shares held by holders jointly.

97. NO CLAUSE

This clause has been deliberately left blank to allow consistency of numbering of Constitutions of companies within the AMP Group.

98. ELECTION TO ACCEPT SHARES IN LIEU OF DIVIDEND

98.1 The Directors may resolve, in respect of any Dividend which it is proposed to pay on any Shares, that holders of those Shares may elect to:
(a) forego their right to share in the proposed Dividend or part of the proposed Dividend; and
(b) instead receive an issue of Shares credited as fully paid.
98.2 If the Directors resolve to allow the election provided for in clause 98.1 , each holder of Shares conferring a right to share in the proposed Dividend may, by notice in writing to the Company given in such form and within such period as the Directors may from time to time decide, elect to:
(a) forego the Dividend which otherwise would have been paid to the holder on such of the holder's Shares conferring a right to share in the proposed Dividend as the holder specifies in the notice of election; and
(b) receive instead Shares to be issued to the holder credited as fully paid, on and subject to such terms and conditions as the Directors may determine.
98.3 Following the receipt of duly completed notices of election under clause 98.2 , the Directors may:

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(a) appropriate from any reserve account or the profit and loss account or any other account or reserve otherwise available for distribution to Members an amount equal to the aggregate issue price of the Shares to be issued credited as fully paid to those holders of Shares who have given such notices of election; and
(b) apply the amount in paying up in full the number of Shares required to be so issued.

98.4 [No clause]

98.5 The powers given to the Directors by this clause 98 are additional to the provisions for capitalisation of profits provided for by this Constitution. If the Directors exercise their power to capitalise profits under clause 100 then any Member who has elected to participate in arrangements established under this clause 98 is deemed, for the purpose of determining the Member's entitlement to share in the capitalised sum, not to have so elected.

99. UNCLAIMED DIVIDENDS

All Dividends unclaimed for one year after the time for payment has passed may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed money.

100. CAPITALISATION OF PROFITS

100.1 The Directors may resolve:
(a) to capitalise any sum, being the whole or part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Members; and
(b) either:
- (i) that no Shares be issued and no amounts unpaid on Shares be paid up on capitalisation of the sum; or
- (ii) that the sum be applied, in any of the ways mentioned in clause 100.2 , for the benefit of Members in the proportions in which the Members would have been entitled if the sum had been distributed by way of Dividend.
100.2 The ways in which a sum may be applied for the benefit of Members under clause 100.1 are:
(a) in paying up any amounts unpaid on Shares held or to be held by Members;
(b) in paying up in full unissued Shares or debentures to be issued to Members as fully paid; or
(c) partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b).

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100.3 To the extent necessary to adjust the rights of the Members among themselves where clause 100.1(b)(ii) applies or is intended to apply, the Directors may:
(a) issue fractional certificates or make cash payments in cases where Shares or debentures become issuable in fractions;
(b) adopt a rounding policy; and
(c) authorise any person to make, on behalf of all the Members entitled to a benefit on the capitalisation, an agreement with the Company providing for:
- (i) the issue to them, credited as fully paid up, of any such further Shares or debentures; or
- (ii) the payment by the Company on their behalf of the amount or any part of the amount remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised,

and any agreement made under the authority of paragraph (c) is effective and binding on all the Members concerned.

101. SERVICE OF NOTICES

101.1 Subject to clause 96.1 , a notice of meeting or other document may be given or delivered by the Company to any person who is entitled to receive the notice or other document under this Constitution by:
(a) serving it on the person; or
(b) sending it by post, facsimile transmission or electronic notification to the person at the person's address shown in the Register or the address supplied by the person to the Company for sending notices to the person.
101.2 A notice sent by post is taken to be served:
(a) by properly addressing, prepaying and posting a letter containing the notice; and
(b) on the day after the day on which it was posted.
101.3 A notice sent by facsimile transmission or electronic notification is taken to be served:
(a) by properly addressing the facsimile transmission or electronic notification and transmitting it; and
(b) on the day of its transmission except if transmitted after 5.00 pm in which case it is taken to be served on the next day.
101.4 A notice may be served by the Company on joint holders under clause 101.1(a) or 101.1(b) by giving the notice to the joint holder whose name appears first in the Register.

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101.5 Every person who is entitled to a Share by operation of law and who is not registered as the holder of the Share is taken to receive any notice served in accordance with this clause on the person from whom the first-mentioned person derives title.
101.6 A Member whose Registered Address is not in Australia may specify in writing an address in Australia as the Member's Registered Address within the meaning of this clause.
101.7 A certificate in writing signed by a Director, Secretary (if any) or other officer of the Company, or by any person that the Company has engaged to maintain the Register, that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.
101.8 Subject to the Corporations Law , the signature to a written notice given by the Company may be written or printed.
101.9 All notices sent by post outside Australia must be sent by prepaid airmail post.

102. PERSONS ENTITLED TO NOTICE

102.1 Notice of every general meeting must be given to:
(a) every Member;
(b) every Director and Alternate Director; and
(c) the Auditor (if any).
102.2 No other person is entitled to receive notice of a general meeting.

103. COMPANY TO KEEP ACCOUNTS

103.1 The Directors must cause the Company to:
(a) keep written financial records in accordance with the requirements of the Corporations Law ; and
(b) prepare such financial documents and reports as required by the Corporations Law (if any).
103.2 If the Company is required to prepare financial reports under the Corporations Law clause 103.1(b) , the Directors must cause the financial reports of the Company to be audited in accordance with the requirements of the Corporations Law .

104. WINDING UP

104.1 Nothing in this clause prejudices the rights of the holders of Shares issued on special terms and conditions.
104.2 If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company:

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(a) divide among the Members in kind all or any of the Company's assets; and
(b) for that purpose, determine how the liquidator will carry out the division between the different classes of Members,

but may not require a Member to accept any Shares or other securities in respect of which there is any liability.

104.3 The liquidator may, with the sanction of a special resolution of the Company, vest all or any of the Company's assets in a trustee on trusts determined by the liquidator for the benefit of the contributories.

105. INDEMNITY

105.1 To the extent permitted by law and subject to clause 105.2 :
(a) the Company will indemnify every person who is or has been an officer of the Company against any liability for reasonable legal costs and reasonable expenses incurred by that person in defending any Proceedings; and
(b) the Company will indemnify every person who is or has been an officer of the Company against any liability incurred by that person, as an officer of the Company, which is owed to another person (other than the Company or a Related Body Corporate of the Company) unless the liability did not arise out of conduct in good faith;

except in the circumstances prohibited by section 199A of the Corporations Law .

105.2 No indemnity will be given by the Company pursuant to clause 105.1 to any person who is or has been an employee of the Company or of any of its Related Bodies Corporate against any liability incurred by that person in that person's capacity as an employee of the Company or of any of its Related Bodies Corporate unless the giving of that indemnity has been approved by the board of directors of AMP Limited or by any person or persons to whom the board of directors of AMP Limited has delegated the authority to approve the indemnity.

106. ADDITIONAL CLAUSES

The provisions of clause 8 of Schedule 1 (if any) apply.

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SCHEDULE 1

COMPANY SPECIFIC DETAILS

1. Name of Company

AMP Group Finance Services Limited ACN 084 247 914 ABN 95 084 247 914.

2. Rights attaching to Particular Classes of Shares

“Not applicable”

3. Initial Directors

“Not applicable”

4. Executive Directors

“Not applicable”

Clause 81.1(c) reads as follows:

“Not applicable”

5. Local Management – General

“Not applicable”

6. Local Management - Appointment of Attorneys and Agents

“Not applicable”

7. Life Insurance Act

“Not applicable”

8. Additional clauses

“Not applicable”

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CORPORATIONS LAW

STANDARD CONSTITUTION

==> picture [30 x 11] intentionally omitted <==

SUBSIDIARIES OF AMP LIMITED

MINTER ELLISON

Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 SYDNEY Telephone (02) 9210 4444 Facsimile (02) 9235 2711 Ref: 10717608

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1.	PRELIMINARY................................................................................................................1
2.	RIGHTS ATTACHING TO PARTICULAR CLASSES OF SHARES............................3
3.	RIGHTS ATTACHING TO ORDINARY SHARES........................................................3
4.	ISSUE OF SHARES..........................................................................................................3
5.	NO CLAUSE.....................................................................................................................4
6.	COMMISSION AND BROKERAGE IN RESPECT OF SHARES.................................4
7.	TRUSTS NOT RECOGNISED.........................................................................................4
8.	JOINT HOLDERS OF SHARES ......................................................................................4
9.	SHARE CERTIFICATES .................................................................................................4
10.	VARIATION OF CLASS RIGHTS ..................................................................................5
11.	NO CLAUSE.....................................................................................................................5
12.	CALLS ..............................................................................................................................6
13.	INSTALMENTS AND AMOUNTS WHICH BECOME PAYABLE..............................6
14.	INTEREST AND EXPENSES IN RESPECT OF CALLS...............................................6
15.	RECOVERY OF AMOUNTS DUE IN RESPECT OF CALLS.......................................7
16.	DIFFERENTIATION........................................................................................................7
17.	PAYMENT OF CALLS IN ADVANCE ..........................................................................7
18.	LIEN..................................................................................................................................7
19.	LIEN SALE .......................................................................................................................8
20.	FORFEITURE NOTICE ...................................................................................................9
21.	FORFEITURE...................................................................................................................9

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22.	LIABILITY OF FORMER MEMBER..............................................................................9
23.	DISPOSAL OF FORFEITED SHARES .........................................................................10
24.	TRANSFER OF SHARES ..............................................................................................10
25.	NO CLAUSE...................................................................................................................11
26.	NO CLAUSE...................................................................................................................11
27.	TRANSFER PROCEDURE............................................................................................11
28.	RIGHT TO REFUSE REGISTRATION.........................................................................11
29.	CLOSURE OF REGISTER.............................................................................................12
30.	TITLE ON DEATH.........................................................................................................12
31.	ENTITLEMENT TO TRANSMISSION.........................................................................12
32.	CHANGES TO SHARE CAPITAL................................................................................13
33.	NO CLAUSE...................................................................................................................13
34.	NO CLAUSE...................................................................................................................13
35.	NO CLAUSE...................................................................................................................14
36.	POWERS OF ATTORNEY............................................................................................14
37.	CONVENING GENERAL MEETINGS.........................................................................14
38.	NOTICE OF GENERAL MEETINGS............................................................................14
39.	BUSINESS OF GENERAL MEETINGS .......................................................................15
40.	MEMBER AT GENERAL MEETINGS.........................................................................15
41.	QUORUM FOR GENERAL MEETINGS......................................................................15
42.	CHAIRPERSON OF GENERAL MEETINGS...............................................................16
43.	GENERAL CONDUCT AT GENERAL MEETINGS ...................................................16

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iii

44.	ADJOURNMENT OF GENERAL MEETINGS ............................................................17
45.	DECISIONS OF GENERAL MEETINGS......................................................................17
46.	TAKING A POLL AT GENERAL MEETINGS............................................................17
46A.	WRITTEN RESOLUTIONS...........................................................................................18
47.	CASTING VOTE OF CHAIRPERSON .........................................................................18
48.	NO CLAUSE...................................................................................................................18
49.	MEMBERS ENTITLEMENT TO VOTE.......................................................................19
50.	UNPAID CALLS OF MEMBERS..................................................................................19
51.	JOINT HOLDERS VOTES.............................................................................................19
52.	OBJECTIONS.................................................................................................................19
53.	VOTES BY PROXY.......................................................................................................19
54.	INSTRUMENT APPOINTING PROXY........................................................................20
55.	PROXY IN BLANK........................................................................................................21
56.	LODGMENT OF PROXY..............................................................................................21
57.	VALIDITY OF VOTES ..................................................................................................21
58.	REPRESENTATIVES OF CORPORATIONS...............................................................22
59.	NUMBER OF DIRECTORS...........................................................................................22
60.	QUALIFICATION OF DIRECTORS.............................................................................22
61.	POWER TO APPOINT AND REMOVE DIRECTORS ................................................22
62.	ADDITIONAL AND CASUAL DIRECTORS...............................................................23
63.	NO CLAUSE...................................................................................................................23
64.	PERIOD OF OFFICE......................................................................................................23

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65.	NO CLAUSE...................................................................................................................23
66.	VACATION OF OFFICE................................................................................................23
67.	REMUNERATION OF NON-EXECUTIVE DIRECTORS...........................................24
68.	REMUNERATION OF EXECUTIVE DIRECTORS.....................................................24
69.	RETIREMENT BENEFITS ............................................................................................25
70.	POWERS AND DUTIES OF DIRECTORS TO MANAGE COMPANY.....................25
71.	DIRECTORS' MEETINGS.............................................................................................26
72.	DECISIONS OF DIRECTORS.......................................................................................27
73.	DIRECTORS' INTERESTS ............................................................................................27
74.	ALTERNATE DIRECTORS ..........................................................................................28
75.	REMAINING DIRECTORS ...........................................................................................29
76.	CHAIRPERSON OF DIRECTORS' MEETINGS ..........................................................29
77.	DELEGATION................................................................................................................29
78.	WRITTEN RESOLUTIONS...........................................................................................30
79.	VALIDITY OF ACTS OF DIRECTORS........................................................................30
80.	MINUTES OF PROCEEDINGS.....................................................................................31
81.	APPOINTMENT OF EXECUTIVE DIRECTORS ........................................................31
82.	POWERS OF EXECUTIVE DIRECTOR ......................................................................32
82A.	LOCAL MANAGEMENT..............................................................................................32
82B.	LIFE INSURANCE ACT................................................................................................32
83.	SECRETARY..................................................................................................................32
84.	COMMON SEAL............................................................................................................33

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85.	DUPLICATE SEAL........................................................................................................33
86.	CERTIFICATE SEAL.....................................................................................................34
87.	INSPECTION OF RECORDS ........................................................................................34
88.	DECLARATION OR DETERMINATION OF DIVIDEND..........................................34
89.	INTERIM DIVIDEND ....................................................................................................34
90.	NO INTEREST ...............................................................................................................34
91.	RESERVES.....................................................................................................................34
92.	DIVIDEND ENTITLEMENT.........................................................................................35
93.	NO CLAUSE...................................................................................................................35
94.	DEDUCTIONS FROM DIVIDENDS.............................................................................35
95.	DISTRIBUTION OF ASSETS........................................................................................35
96.	PAYMENT OF DIVIDENDS.........................................................................................36
97.	NO CLAUSE...................................................................................................................36
98.	ELECTION TO ACCEPT SHARES IN LIEU OF DIVIDEND .....................................36
99.	UNCLAIMED DIVIDENDS...........................................................................................37
100.	CAPITALISATION OF PROFITS .................................................................................37
101.	SERVICE OF NOTICES.................................................................................................38
102.	PERSONS ENTITLED TO NOTICE .............................................................................39
103.	COMPANY TO KEEP ACCOUNTS .............................................................................39
104.	WINDING UP.................................................................................................................39
105.	INDEMNITY...................................................................................................................40
106.	ADDITIONAL CLAUSES..............................................................................................40

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SCHEDULE 1 - COMPANY SPECIFIC DETAILS.....................................................................41

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AI assistant

AMP LIMITED — Governance Information 2009

64379_rns_2009-04-08_a17d1787-8fb9-4c92-96df-9f6726fc12a5.pdf

CORPORATIONS LAW

COMPANY LIMITED BY SHARES

STANDARD CONSTITUTION

for

SUBSIDIARIES OF AMP LIMITED

1. PRELIMINARY

2. RIGHTS ATTACHING TO PARTICULAR CLASSES OF SHARES

3. RIGHTS ATTACHING TO ORDINARY SHARES

4. ISSUE OF SHARES

5.

NO CLAUSE

6. COMMISSION AND BROKERAGE IN RESPECT OF SHARES

7.

TRUSTS NOT RECOGNISED

9. SHARE CERTIFICATES

10.

VARIATION OF CLASS RIGHTS

11. NO CLAUSE

12. CALLS

14. INTEREST AND EXPENSES IN RESPECT OF CALLS

15. RECOVERY OF AMOUNTS DUE IN RESPECT OF CALLS

16.

DIFFERENTIATION

17. PAYMENT OF CALLS IN ADVANCE

18.

LIEN

19. LIEN SALE

20. FORFEITURE NOTICE

21.

FORFEITURE

22. LIABILITY OF FORMER MEMBER

23. DISPOSAL OF FORFEITED SHARES

24. TRANSFER OF SHARES

25. NO CLAUSE

26. NO CLAUSE

27. TRANSFER PROCEDURE

28. RIGHT TO REFUSE REGISTRATION

29. CLOSURE OF REGISTER

30. TITLE ON DEATH

31. ENTITLEMENT TO TRANSMISSION

32.

CHANGES TO SHARE CAPITAL

33. NO CLAUSE

34. NO CLAUSE

35. NO CLAUSE

36. POWERS OF ATTORNEY

37.

CONVENING GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

39.

BUSINESS OF GENERAL MEETINGS

40. MEMBER AT GENERAL MEETINGS

41. QUORUM FOR GENERAL MEETINGS

42. CHAIRPERSON OF GENERAL MEETINGS

44. ADJOURNMENT OF GENERAL MEETINGS

46. TAKING A POLL AT GENERAL MEETINGS

47. CASTING VOTE OF CHAIRPERSON

48. NO CLAUSE

49. MEMBERS ENTITLEMENT TO VOTE

50.

UNPAID CALLS OF MEMBERS

51.

JOINT HOLDERS VOTES

52. OBJECTIONS

53. VOTES BY PROXY

54. INSTRUMENT APPOINTING PROXY

55. PROXY IN BLANK

56. LODGMENT OF PROXY

57. VALIDITY OF VOTES

58. REPRESENTATIVES OF CORPORATIONS

61. POWER TO APPOINT AND REMOVE DIRECTORS

62. ADDITIONAL AND CASUAL DIRECTORS

63. NO CLAUSE

64. PERIOD OF OFFICE

65. NO CLAUSE

66.

VACATION OF OFFICE

AMP LIMITED Governance Information 2009