AMP LIMITED — M&A Activity 2010

Nov 17, 2010

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ASX Announcement
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18 November 2010

Manager Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street Sydney NSW 2000

Manager Market Information Services Section New Zealand Stock Exchange Level 2, NZX Centre, 11 Cable Street Wellington New Zealand

Announcement No: 42/10

AMP Limited (ASX/NZX: AMP) (also for release to AMP Group Finance Services Limited (ASX:AQNHA; NZX: AQN010))

AMP welcomes AXA APH Directors’ decision to recommend merger

Please find attached media release.

AMP Limited (AMP) ASX Announcement

AMP Limited Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519

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Media release
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AMP Limited

18 November 2010

33 Alfred Street Sydney NSW 2000 Australia Public Affairs Tel: 02 9257 6127 Email: media@amp.com.au

AMP welcomes AXA APH Directors’ decision to recommend merger

AMP Limited (AMP) welcomes the unanimous decision by AXA Asia Pacific Holdings Limited (AXA APH) Independent Directors to recommend to minority shareholders the proposal to merge the AMP business with AXA APH’s Australian and New Zealand businesses. The recommendation is in the absence of a superior proposal being made and subject to the review of an independent expert.

The proposed transaction is a joint proposal with AXA SA under which AXA SA would acquire 100 per cent of AXA APH’s Asian business.

The proposed merger will bring together two of Australia’s longest standing businesses, creating a new force in financial services.

Under the proposal AXA APH shareholders will receive A$6.43[1] per share, consisting of cash and AMP shares, as well as the receipt of AXA APH’s 2010 final dividend of up to 9.25 cents per share.

AXA APH shareholders will receive some protection against movements in AMP’s share price and the opportunity to receive some benefit from any increase in AMP’s share price.[2]

AMP Chairman Peter Mason said the proposed merger will deliver significant value to AMP and AXA APH shareholders.

“This is a unique opportunity to deliver greater value for both sets of shareholders, while maintaining financial discipline and providing the opportunity for shareholders to participate in the ongoing earnings of a stronger and more competitive group.”

The merged businesses will have a significant share in one of the world’s fastest growing and most successful wealth management markets.

AMP CEO Craig Dunn said the merged company will have the market position to be a stronger competitor in financial services.

“The merged company will have the scale and expertise to provide Australian and New Zealand consumers with an improved range of low cost, simple options to help them prepare for a comfortable retirement, protect their families and buy their own home.”

1 Based on AMP’s 10 day volume-weighted average share price (VWAP) of A$5.32 as at 12 November 2010 and excluding AXA APH’s 2010 final dividend of up to 9.25cps.

2 Full details of the proposal are contained in AMP’s 15 November 2010 announcement.

AMP Limited (AMP) AMP Limited Level 24, 33 Alfred Street Sydney NSW 2000 Australia

ABN 49 079 354 519

AMP welcomes AXA APH Directors’ decision to recommend merger/2…

Mr Dunn said the combined company will have a multi-brand planner strategy.

“One of the attractions of this merger is the diversity of financial planner models that AXA APH brings to the table. The combined company will have around 2,900 financial planners who will provide Australians and New Zealanders with a whole range of different financial planning choices,” Mr Dunn said.

The proposal is still subject to satisfactory due diligence, execution of final transaction documents, approval by AXA APH minority shareholders and further regulatory approvals.

It is expected that the scheme of arrangement will be put to the AXA APH shareholders seeking their approval by the end of the first quarter of 2011.

Media enquiries Investor enquiries Jane Anderson Howard Marks +61 2 9257 9870 +61 2 9257 7109 +61 402 967 791 +61 402 438 019

Amanda Wallace Stuart Kingham +61 2 9257 6168 +61 2 9257 5207 +61 422 379 964 +61 401 139 067