AMP LIMITED — Investor Presentation 2009

Mar 2, 2009

AMP Notes Investor presentation

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March 2009

Important notice

This presentation has been prepared by AMP Group Finance Services Limited (ABN 95 084 247 914) (“Issuer”), in connection with the offer of AMP Notes in Australia and New Zealand (Offer). The Offer is made under a prospectus which was lodged with the Australian Securities and Investments Commission (ASIC) on 3 March 2009 and with the New Zealand Companies Office on or about 3 March 2009 (“Prospectus”). UBS AG, Australia Branch, ABN AMRO Equity Capital Markets Australia Limited, Macquarie Capital Advisers Limited, Commonwealth Securities Limited and ANZ Securities Limited are the Joint Lead Managers to the Offer.

This presentation is provided in New Zealand only to selected wholesale investors whose business is the investment of money or persons who, in the course of and for the purpose of their business, habitually invest money where disclosure is not required under the Securities Act 1978 (NZ) ("eligible investor"). If you are in New Zealand, in accepting this presentation you warrant that you are an eligible investor. You must not distribute this presentation to any person or entity who is not an eligible investor.

This presentation is provided to potential investors for the sole purpose of providing information to enable recipients to evaluate their interest in participating in the Offer. It is not intended as an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security. Prospective investors should make their own independent evaluation of an investment in AMP Notes.

The information in this presentation is an overview and does not contain all the information necessary to make an investment decision. It is intended to be a summary of certain information relating to the Issuer, AMP and AMP’s subsidiaries (“Group”) and does not purport to be a complete description of the Group or the Offer. You should consider the Prospectus in deciding whether to acquire AMP Notes.

The information contained herein is subject to completion, verification and amendment. This document has not been lodged with ASIC. The information that the Issuer will assume responsibility for is set out in the Prospectus. Nothing contained in this document constitutes investment, legal, tax, financial product or other advice. The information does not take into account the investment objectives, taxation position, financial situation or needs of any particular investor.

No representation, express or implied, is made as to correctness, quality, accuracy, timeliness, adequacy, reliability or completeness of any statements, estimates or opinions or other information contained in this presentation. To the maximum extent permitted by law, the Issuer, AMP Limited, the Joint Lead Managers and their related bodies corporate, affiliates and each of their respective directors, officers, partners, employees, advisers and agents and any other person involved in the preparation of the presentation (each a “Disclaiming Party”) disclaim all liability and responsibility (including without limitation any liability arising from the fault or negligence on the part of any Disclaiming Party) for any direct, indirect or consequential loss or damages which may be suffered by any recipient through the use of or reliance on anything contained or omitted from this presentation. In no event will a Disclaiming Party be liable for any which may be incurred or experienced on account of the user using information even if it has been advised of the possibility of such damages.

This presentation is not a prospectus or an offer of shares for subscription for sale in any jurisdiction. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (“US Securities Act”)), and is not available to and may not be sent to persons in the United States or to US persons. Securities may not be offered or sold in the United States, or for the account of any US person (as defined in Regulation S under the US Securities Act), unless the securities have been registered under the US Securities Act or an exemption from registration is available. The securities the subject of the Offer have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States .

Certain statements in this presentation may constitute “forward-looking statements”. These forward-looking statements speak only as of the date of the presentation. These statements involve subjective judgement and analysis and reflect the Group’s expectations and are subject to significant uncertainties, risks and contingencies outside the control of the Group which may cause actual results to vary materially from those expressed or implied by these forward-looking statements.

No Disclaiming Party make any representation or warranty, express or implied, as to the fairness, accuracy, completeness, correctness, likelihood of achievement or reasonableness of any forecasts, forward-looking statements or projections contained in the presentation. Such forecasts, forward-looking statement or projections are by their nature subject to significant uncertainties and contingencies. Any such forecast, forward-looking statement or projection contained in the presentation has been based on current expectations about future events and is subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described.

No person has any responsibility or obligation to inform you of any matter arising or coming to their notice, after the date of this presentation document, which may affect any matter referred to in the presentation.

Any investor wishing to acquire AMP Notes will need to complete the application form that will be attached to, or accompany, printed and electronic copies of the Prospectus during the Offer Period.

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Offer snapshot

Issuer: AMP Group Finance Services Limited

Guarantor: AMP Group Holdings Limited (A/A2)[1]

Security: Interest-bearing unsecured subordinated notes called AMP Notes AMP Notes are split into two series, offered concurrently: A$ AMP Notes and NZ$ AMP Notes

Offer size: Up to A$300m (or equivalent), with the ability to raise more or less Issue ratings: Provisional issue credit ratings of A-/A3[1] Initial Margin: Indicative range of 4.25% - 4.75%, to be set through the Bookbuild Step-Up Margin: 150% of the Initial Margin Step-Up Date: 15 May 2014 (5 years) Maturity Date: 1 April 2019 (10 years) Use of proceeds: The funds raised will further strengthen AMP Group’s capital base, meet general funding requirements and support the refinance of subordinated debt of AMP Group during 2009 Regulatory capital: Lower Tier 2 capital

1. Details on what these ratings mean are in section 3.5 of the AMP Notes Prospectus

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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AMP structure

• The AMP Notes will benefit from a Guarantee, on a subordinated and unsecured basis, from AMP Group Holdings (A/A2)[1] , a wholly owned subsidiary of AMP Limited and holding company of AMP’s non-banking activities including AMP Life (AA-/Aa2)[1] and AMP Capital Investors

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AMP Limited (PARENT)
BANKING OPERATIONS NON-BANKING OPERATIONS
AMP Group Holdings Limited
AMP Bank Limited
(GUARANTOR)
(A / A2)
AMP Bank is (A / A2) [1] Guarantee
unconditionally
guaranteed by
the Guarantor
AMP Life Limited AMP Group Finance Services
AMP Capital Investors
(AA- / Aa2) Limited (ISSUER)
Offer proceeds AMP Notes
(A- / A3) [1,2]
INVESTORS
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1. Details on what these ratings mean are in section 3.5 of the AMP Notes Prospectus 2. Provisional ratings

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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About AMP

AMP Group is a leading wealth management company in Australia and New Zealand

• Australia’s leading superannuation provider and the number two in the retirement incomes market in Australia

• One of the top four providers of individual risk insurance in Australia and number two in the New Zealand life insurance market

• One of the region’s largest investment managers with A$92 billion in assets under management as at 31 December 2008

• One of the largest networks of financial planners in Australia and New Zealand

• Leading brand name in financial services

• Over 3.4 million customers

• Over 3,800 employees in Australia, New Zealand and Asia

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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AMP business units

AMP Financial Services

Contemporary Wealth Management

• Retail superannuation

• Corporate superannuation

• Retail investment

• Allocated pensions

• Fixed term annuities

• External platforms

• AMP Bank Limited

• • Financial planning

Contemporary Wealth Protection

• Term, disability and income protection

• Life insurance:

• group risk

• individual risk

• lifetime annuities

Mature

• Closed life business

• �Whole of life

• �Endowment

• �Investment-linked and investment account products

• Two open accounts

• �Retirement savings account

New Zealand

• Risk insurance

• Mature books

• Investment linked

• �Eligible rollover fund

AMP Capital Investors

Investment Management

A$92 billion in AUM as at 31 December 2008

• Local & international shares

• Local & international fixed interest

• Property

• Infrastructure

• Diversified funds

• Multi-manager funds

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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FY08 results summary

• Sound result in tough market underscores resilience of AMP’s business

• Underlying profit of A$810m, with good profit growth in non-AUM businesses

• Controllable cost growth kept to 1%

• Contemporary wealth management net cashflows over A$2b

• Capital resources exceed minimum regulatory requirements (MRR) by A$898m[1]

• Group gearing low at 14% on an S&P basis, with high underlying interest cover at 10.9 times[1]

• Prudently managing costs, capital and liquidity positions, while continuing to invest in growth initiatives to position AMP strongly when market recovers

• Before AMP Notes Offer.

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Profit summary

	A$m	FY 08	FY 07	% change
	AFS Contemporary Wealth Management	266	306	-13%
	AFS Contemporary Wealth Protection	154	119	+29%
	AFS Mature	161	190	-15%
	AFS New Zealand	56	48	+17%
	AMP Capital Investors	136	150	-9%
	BU operating earnings	773	813	-5%
	Group office costs	(36)	(43)	-16%
	Total operating earnings	737	770	-4%
	Underlying investment income	140	158	-11%
	Interest expense on Group debt	(82)	(59)	+39%
	AMP Limited tax loss recognition	15	13	+15%
	Underlying profit	810	882	-8%
	Market adjustment – investment income	(260)	13	-
	Discontinued business – Cobalt/Gordian	-	171	-
	Other items	73	7	-
	Seed pool valuation adjustments	(42)	-	-
	Profit after income tax before timing differences	581	1,073	-46%
	Market adjustment – annuity fair value	(117)	(13)	-
	Loan hedge revaluations	(41)	(4)	-
	Accounting mismatches	157	(71)	-
	Net profit attributable to shareholders of AMP Limited	580	985	-41%

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Key FY 08 performance measures

• Underlying return on equity increased 1.0 percentage point to 38.9%

• Total operating earnings of A$737m, down 4%

• Cost ratio up to 41.3% from 39.7% in FY 07

• Growth measures:

• Net cashflows in AMP Financial Services of A$1.4b, down from A$2.9b in FY 07; AMP Capital Investors external net cashflows A$(804m) down from A$1.7b

• Value of risk new business[1] up 41% to A$114m

• 63% of AUM met or exceeded benchmark over five years to 31 December 2008, impacted by extraordinary markets in 2008, when 17% of AUM met or exceeded benchmark

• This is a combined value of new business measure for Contemporary Wealth Protection in Australia and risk insurance in New Zealand

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Capital Management

• AMP remains strongly capitalised, with A$898m in surplus capital above MRR at 31 December 2008 (before AMP Notes Offer), reflecting disciplined and dynamic capital management approach

• Proactive management of both capital and funding requirements have enhanced AMP’s financial strength, despite ongoing volatility

• Raised A$559m in equity in Nov/Dec through over-subscribed institutional and retail raisings

• Raised A$350m in senior debt in May, as part of ongoing program of refinancing corporate debt maturities well ahead of time

• Range of other capital management initiatives to limit market impacts on capital requirements

• Final dividend reduced to 16 cps (previous interim dividend was 22 cps) and DRP 30% underwritten (raises approximately A$100m)

• Target dividend payout ratio likely to be in range of 75%-85% of underlying profits going forward

• Strong bias remains toward having more capital rather than less in the current environment

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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AMP Notes strengthen AMP’s regulatory capital

• AMP Notes will qualify as Lower Tier 2 capital under APRA’s Prudential Standards

• � AMP Notes will improve AMP’s regulatory capital coverage ratio to 2.4x (prev. 2.1x)

Pro forma capital position of AMP Group

Ratios	Full year to 31 December 2008	Pro forma post issue 31 December 20081
$2,018m $1,727m Total regulatory capital (Tier 1 + Tier 2)
$1,189m $898m Excess above shareholder minimum regulatory capital requirements (MRR)
2.4x 2.1x Regulatory capital coverage ratio

1. The table shows, for illustrative purposes only, the pro forma regulatory capital position of AMP Group as at 31 December 2008 reflecting the impact of the assumed issue of A$300m AMP Notes on these ratios as though the Offer was completed and the AMP Notes were issued on 31 December 2008. The Issuer has A$267m equivalent of subordinated debt outstanding (which currently contributes $53m of Lower Tier 2 regulatory capital) which may be redeemed at the Issuer’s option during 2009. While the Offer proceeds are intended to be used to support the refinancing of this debt, the table above does not include any pro-forma adjustments for this.

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Group debt profile 1

		31 December 2008	Pro forma post issue
			31 December 20082
	Group debt (A$m)
	Due within 1 year	443	443
	Due > 1 year	1,061	1,361
	Total	1,504	1,804
	S&P gearing	14%	17%
	Interest cover (underlying)	10.9x	9.2x

• Group gearing at 31 December 2008 remained low at 14% on an S&P basis, while underlying interest cover was high at 10.9 times

• Program of refinancing or repaying corporate debt maturities well ahead of time continues

• A$443m of 0-1 year debt comprises:

• A$267m subordinated debt callable in August 2009

• A$76m of commercial paper with maturities ranging up to 3 months

• A$100m drawdown on a bank facility which matures in June 2009

• In addition, AMP Banking has A$100m of subordinated bonds with a call date in April 2009

• AMP Notes Offer will support the refinance of subordinated debt of AMP Group during 2009

• Refer to page 40 in the FY 08 Investor Report for full Group debt overview.

• The table shows, for illustrative purposes only, the pro forma corporate gearing ratios as at 31 December 2008 reflecting the impact of the assumed issue of A$300m AMP Notes on these ratios as though the Offer was completed and the AMP Notes were issued on 31 December 2008. The Issuer has A$267m equivalent subordinated debt outstanding which may be redeemed at the Issuer’s option during 2009. While the Offer proceeds are intended to be used to support the refinancing of this debt, the table above does not include any proforma adjustments for this.

• S&P gearing is equal to senior debt plus non-allowable hybrids divided by Economic Capital Available plus hybrids plus senior debt. Economic Capital Available is as defined by Standard & Poor’s and includes AMP shareholders’ equity less non-goodwill intangibles and proposed dividends plus 100% of the value of future life insurance and wealth management shareholder profits.

AMP Notes March 2009 Not for distribution or release into the United States or to US persons

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Key features of AMP Notes

A$ AMP Notes	NZ$ AMP Notes
10NC5 step-up 10NC5 step-up Structure
A-/A3 (provisional) A-/A3 (provisional) Issue credit ratings
New Zealand dollars Australian dollars Currency
NZ$1.00 per NZ$ AMP Note A$100.00 per A$ AMP Note Issue price
Subject to solvency test Quarterly in arrears Cumulative Subject to solvency test Quarterly in arrears Cumulative Interest payments
Fixed until the Step-Up Date: 5 year swap + Initial Margin Floating until Maturity: BBSW + Initial Margin (until Step-Up Date) Interest Rate
Indicative range of 4.25 – 4.75% Indicative range of 4.25 – 4.75% Initial Margin
150% of the Initial Margin 150% of the Initial Margin Step-up Margin (from Step-Up Date)
On or after the Step-Up Date On a Regulatory, Tax or Change of Control Event On or after the Step-Up Date On a Regulatory, Tax or Change of Control Event Issuer call rights
Equal with A$ AMP Notes Subordinated to Senior Creditors Equal with NZ$ AMP Notes Subordinated to Senior Creditors Ranking
NZDX ASX Quotation

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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AMP Notes Offer

AMP Notes Offer information	AMP Notes Offer information
Investors	� Retail and Institutional
Offer categories	� Institutional offer � Broker Firm offer � Shareholder offer � General offer
Priority	� In the event of excess demand, the shareholder offer and AMP customers will have priority over the rest of the general offer
Minimum application	� A$5,000/NZ$5,000
Increments there-on	� A$1,000/NZ$1,000

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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APRA regulatory capital

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Category Example
Senior debt
Debt
Short-dated subordinated debt
Lower Tier 2 (eg AMP Notes)
Increasing:
Perpetual step-up securities
- Subordination Upper Tier 2 (cumulative)
- Loss absorption
Perpetual step-up securities
- Permanence Innovative
(non-cumulative)
Tier 1
Non-innovative Converting preference shares
Residual Tier 1
Perpetual preference shares
Ordinary shares
Fundamental
Tier 1 Retained earnings and reserves
AMP Notes March 2009 Not for distribution or release into the United States or to US persons
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Key differences to recent CPS offerings

AMP Notes	Recent CPS offerings
Ranks ahead of ordinary equity Ranks behind Tier 2 securities Two notches off senior rating Ranks ahead of equity Ranks ahead of Tier 1 securities One notch off senior rating Ranking
Distributions are discretionary Distributions are non-cumulative (subject to a profits test) Distributions are typically comprised of cash (70%) and franking credits (30%) Interest is non-discretionary Interest is cumulative (subject to a solvency test) Interest payments are 100% cash Interest payments
No step-up mechanism On the Step-Up Date, the Interest Rate will be subject to a one-time increase to 150% of the Initial Margin Step–up margin
Mandatory conversion into ordinary shares (subject to conversion conditions) No conversion mechanism Conversion
Perpetual, unless conversion occurs Step-up date at year 5 Final maturity at year 10 Term

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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Indicative timetable

	Key dates for the Offer
	Lodgement of Prospectus	On or around Tuesday 3 March 2009
	Bookbuild	Tuesday 10 March 2009
	Broker bids due at 11.00am (Sydney time)
	Institutional bids due at 1.00pm (Sydney time)
	Initial Margin announced	Wednesday 11 March 2009
	Opening Date	Wednesday 11 March 2009
	Closing Date for Shareholder Offer and General Offer	Thursday 2 April 2009
	Closing Date for Broker Firm Offer	Tuesday 7 April 2009
	Settlement Date	Wednesday 8 April 2009
	Issue Date	Thursday 9 April 2009
	AMP Notes commence trading	Thursday 9 April 2009
	A$ AMP Notes—Deferred settlement trading on ASX
	NZ$ AMP Notes—Normal settlement trading on NZDX
	Holding Statements despatched by	Thursday 16 April 2009
	A$ AMP Notes commence trading on ASX (normal settlement basis)	Friday 17 April 2009
	Key dates for AMP Notes
	First Interest Payment Date	17 August 20091
	Step-Up Date	15 May 2014
	Maturity Date	1 April 2019

1. The first scheduled interest payment date is Saturday 15 August 2009 but interest will be paid on the first business day thereafter.

Not for distribution or release into the United States or to US persons

AMP Notes March 2009

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