AMP LIMITED — Major Shareholding Notification 2009

Dec 9, 2009

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Date:

10-Dec-09

Company Announcement Officer Australian Stock Exchange Limited Sydney

No. of Pages (incl.): 3

• Notice Pursuant to Corporations Act Sub section 259C(2) Exemption

Dear Sir/Madam,

Pursuant to Sub-section 259C(2) of the Corporations Act, AMP Limited hereby advises its current interest in AMP Limited .

The attached notice provides all relevant details.

Yours faithfully,

Glen Moran Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0029

BNP PARIBAS FUND SERVICES AUSTRALASIA PTY LTD Level 6 60 Castlereagh Street Sydney NSW 2000 Australia PO BOX R209 Royal Exchange NSW 1225 Australia Tel: +61 2 9222 0000 - Fax: +61 2 9222 0255 ABN 71 002 655 674

AMP Limited

To:

ACN/ARSN: 079 354 519 Shareholder: AMP Limited ACN 079 354 519 (and its related bodies corporate)

1. Previous Notice

Particulars of the shareholder's previous notice under sub-section 259C(2) exemption was given on: The previous notice was given to the company on 26th November 2009 The previous notice was dated 25th November 2009

2. Previous and present voting power

The total number and percentage of shares in each class of voting shares in the company to which the shareholder has an interest in or derivative exposure to, when last required and when now required to give notice, are:

Class of securities	Total Number	Percentage of class Previous notice	Percentage of class Previous notice	Total Number	Percentage of class Present notice	Percentage of class Present notice
FullyPaid Ordinary	29,475,741		1.44%	30,223,304		1.48%
Derivative Exposure	Nil		Nil	Nil		Nil

3. Changes in interest and derivative exposure

Particulars of each change in, or change in the nature of, the interests of the shareholder in, or derivative exposure to voting shares since the shareholder was last required to give a notice are:

Date of change	Person whose relevant interest changed	_Nature of change _	Consideration given in _relation to change _	Class and number of shares affected	Person's votes affected
27-Nov-2009 to 9-Dec-2009	AMP Capital Investors Limited	Share acquisition	$5,320,811.48	Fully Paid Ordinary 863,494	863,494
3-Dec-09	AMP Life Limited	Share disposal	-$310,727.82	Fully Paid Ordinary -50,000	-50,000
3-Dec-09	AMPCI Sustainable Extended Alpha Fund	Share acquisition	$90,173.76	Fully Paid Ordinary 14,461	14,461
1-Dec-09	Cogent Nominees Pty Limited	Share acquisition	$610,454.22	Fully Paid Ordinary 98,779	98,779
26-Nov-2009 to 1-Dec-2009	Cogent Nominees Pty Limited	Share disposal	-$958,021.39	Fully Paid Ordinary -155,171	-155,171
1-Dec-09	Stichting Pensioenfolds - ABP	Share disposal	-$121,672.21	Fully Paid Ordinary -20,000	-20,000
3-Dec-09	Stichting Pensioenfolds Hoogovens	Share disposal	-$24,855.12	Fully Paid Ordinary -4,000	-4,000

4. Present interest and derivative exposure

Particulars of each interest in voting shares to which the shareholder is entitled after the change are:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name. AMP Life Limited is a controlled entity of AMP Limited within the meaning of Part 2J.2 of the Corporations Act	Fully Paid Ordinary: 14,444,973	14,444,973
AMP Capital Investors (NZ) Limited (‘AMP Capital NZ’)	New Zealand Central Securities Depository Limited	AMP Capital Investors (NZ) Limited	AMP Capital NZ, in its capacity as the investment manager for the persons or trusts listed besides its name, has the power to control voting and/or the disposal of securities. AMP Capital NZ is a controlled entity of AMP Limited within the meaning of Part 2J.2 of the Corporations Act.	Fully Paid Ordinary: 10,930	10,930
AMP Capital Investors Limited ('AMP Capital')	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited Accounts>	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name, has the power to control voting and/or the disposal of securities. AMP Capital is a controlled entity of AMP Limited within the meaning of Part 2J.2 of the Corporations Act.	Fully Paid Ordinary: 6,097,424	6,097,424
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited		Fully Paid Ordinary: 3,072,937	3,072,937
	Citicorp Nominees Pty Limited	Stichting Pensionfonds Hoogovens		Fully Paid Ordinary: 189,329	189,329
	Goldman Sachs	AMP Capital Investors Limited Australian Equity Long Short Fund		Fully Paid Ordinary: 275,370	275,370
	Citicorp Nominees Pty Limited	AMPCI Sustainable Extended Alpha Fund		Fully Paid Ordinary: 244,353	244,353

	JP Morgan Nominees AustraliaLimited	Stichting Pensionfonds ABP		Fully Paid Ordinary: 1,266,222	1,266,222
	JP Morgan Nominees AustraliaLimited	QLD Local Government Superannuation Board		Fully Paid Ordinary: 130,550	130,550
	National Custodian ServicesLimited	Government Employees Superannuation Board		Fully Paid Ordinary: 964,186	964,186
	National Nominees Pty Limited	Christian Superannuation Fund		Fully Paid Ordinary: 152,184	152,184
	National Nominees Pty Limited	QLD Local Government Superannuation Board of WA - SustainableFund		Fully Paid Ordinary: 322,751	322,751
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name, has the power to control voting and/or the disposal of securities. AMP Capital is a controlled entity of AMP Limited within the meaning of Part 2J.2 of the Corporations Act.	Fully Paid Ordinary: 1,333,685	1,333,685
AMP Capital Investors Limited as Responsible Entity of the EFM AustralianShareFund1	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Paid Ordinary: 648,038	648,038
AMP Capital Investors Limited as Future Directions Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Paid Ordinary: 453,861	453,861
AMP Capital Investors Limited as Responsible Investment Leader AustralianShareFund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Paid Ordinary: 385,828	385,828
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Paid Ordinary: 230,683	230,683

Total: 30,223,304

5. Change in controlled entities

The persons who have become controlled entities of, or ceased to be controlled entities of the shareholder in relation to voting shares in the company are:

Name and ACN Nature of association

No Changes

6. Addresses

The addresses of persons named in this form are as follows:

Name Address

AMP Life Limited AMP Capital Investors Limited AMP Capital Investors (NZ) Citicorp Nominees Pty Limited Cogent Nominees Pty Limited Goldman Sachs Asia LLC JP Morgan Nominees Australia Limited National Custodian Services Limited National Nominees Pty Limited New Zealand Central Securities Depository Limited QLD Local Government Superannuation Board Stichting Pensioenfonds Hoogovens Stichting Pensioenfonds ABP

Level 24, 33 Alfred Street, Sydney NSW 2000 Level 22, 33 Alfred Street, Sydney NSW 2000 City Tower, 95 Custom House Quay, Wellington, N.Z. 101 Collins Street, Melbourne VIC 3000 Level 6, 60 Castlereagh Street, Sydney NSW 2000 68th Floor, 2 Queens Road, Central Hong Kong 259 George Street, Sydney NSW 2000 271 Collins Street, Melbourne VIC 3000 271 Collins Street, Melbourne VIC 3000 PO Box 2099, Wellington, New Zealand Of GPO Box 264, Brisbane QLD 4001 PO Box 10,000, 1970 CA IJmuiden, The Netherlands PO Box 10,000, 1970 CA IJmuiden, The Netherlands

This notice (pusuant to Corporations Law sub-section 259C(2) exemption) comprises 2 pages in total.