AMP LIMITED — Major Shareholding Notification 2009

Feb 4, 2009

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Date:

5-Feb-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,

Justin Christopher Head of Custody 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

To: AMP Limited 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 22nd January 2009 The previous notice was dated 21st January 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 classPrevious notice	Percentage of classPrevious notice	Total Number	Percentage of classPresent notice	Percentage of classPresent notice
FullyPaid Ordinary	34,294,	499	1.72%	34	,438,07	61.73%
Derivative Exposure		Nil	Nil		Ni	lNil

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 relevantinterest changed	_Nature of change _	Consideration given in_relation to change _	Class and number ofshares affected	Person's votesaffected
30-Jan-09	AMP Henderson GlobalInvestors(NZ)Limited	Share acquisition	$1,985.00	Fully Paid Ordinary300	300
4-Feb-09	Government EmployeesSuperannuation Board	Share acquisition	$255,515.76	Fully Paid Ordinary50,000	50,000
22-Jan-09	State AuthoritySuperannuation Scheme	Share acquisition	$491,447.52	Fully Paid Ordinary93,277	93,277

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 ofsecuritiesPerson entitled to be registered asholderNature of relevantinterestClass and number ofsecuritiesPerson’s votesaffected	Registered holder ofsecuritiesPerson entitled to be registered asholderNature of relevantinterestClass and number ofsecuritiesPerson’s votesaffected	Registered holder ofsecuritiesPerson entitled to be registered asholderNature of relevantinterestClass and number ofsecuritiesPerson’s votesaffected	Registered holder ofsecuritiesPerson entitled to be registered asholderNature of relevantinterestClass and number ofsecuritiesPerson’s votesaffected	Registered holder ofsecuritiesPerson entitled to be registered asholderNature of relevantinterestClass and number ofsecuritiesPerson’s votesaffected
AMP Life Limited	AMP Life Limited	AMP Life Limited	AMP Life is entitled tobe the registeredholder of the class andnumber of securitieslisted beside its name.AMP Life Limited is acontrolled entity ofAMP Limited within themeaning of Part 2J.2 ofthe Corporations Act	Fully Paid Ordinary:16,255,227	16,255,227
AMP Capital Investors (NZ)Limited (‘AMP Capital NZ’)	New Zealand CentralSecurities DepositoryLimited	AMP Capital Investors (NZ) Limited	AMP Capital NZ, in itscapacity as theinvestment managerfor the persons ortrusts listed besides itsname, has the power tocontrol voting and/orthe disposal ofsecurities. AMP CapitalNZ is a controlled entityof AMP Limited withinthe meaning of Part2J.2 of theCorporations Act.	Fully Paid Ordinary:34,859	34,859
AMP Capital Investors Limited('AMP Capital')	Cogent Nominees PtyLimited	Cogent Nominees Pty Limited	AMP Capital, in itscapacity as theinvestment managerfor the persons ortrusts listed besides itsname, has the power tocontrol voting and/orthe disposal ofsecurities. AMP Capitalis a controlled entity ofAMP Limited within themeaning of Part 2J.2 ofthe Corporations Act.	Fully Paid Ordinary:4,381,028	4,381,028
	Cogent Nominees PtyLimited	Cogent Nominees Pty Limited		Fully Paid Ordinary:4,049,108	4,049,108
	Citicorp Nominees PtyLimited	Stichting Pensionfonds Hoogovens		Fully Paid Ordinary:149,154	149,154
	Goldman Sachs	AMP Capital Investors LimitedAustralian Equity Long Short Fund		Fully Paid Ordinary:195,757	195,757
	JP Morgan NomineesAustraliaLimited	Stichting Pensionfonds ABP		Fully Paid Ordinary:959,586	959,586
	JP Morgan NomineesAustraliaLimited	JP Morgan Nominees AustraliaLimited		Fully Paid Ordinary:46,999	46,999
	JP Morgan NomineesAustraliaLimited	QLD Local GovernmentSuperannuation Board		Fully Paid Ordinary:94,502	94,502
	JP Morgan NomineesAustraliaLimited	State Authority SuperannuationScheme		Fully Paid Ordinary:2,380,143	2,380,143
	National CustodianServicesLimited	Government EmployeesSuperannuation Board		Fully Paid Ordinary:753,493	753,493
	National Nominees PtyLimited	Christian Superannuation Fund		Fully Paid Ordinary:9,995	9,995
	National Nominees PtyLimited	QLD Local GovernmentSuperannuation Board of WA -SustainableFund		Fully Paid Ordinary:19,839	19,839

AMP Capital Investors Limited as	Cogent Nominees Pty	AMP Capital Investors Limited	AMP Capital, in its	Fully Paid Ordinary:	1,197,286
Responsible Entity of the Future	Limited		capacity as the	1,197,286
Directions Australian Share Fund			investment manager
			for the persons or
AMP Capital Investors Limited as	Cogent Nominees Pty	AMP Capital Investors Limited	trusts listed besides its	Fully Paid Ordinary:	367,934
Responsible Entity of the EFM	Limited		name, has the power to	367,934
AustralianShareFund1			control voting and/or
AMP Capital Investors Limited as	Cogent Nominees Pty	AMP Capital Investors Limited	the disposal of	Fully Paid Ordinary:	746,000
Responsible Entity of the EFM	Limited		securities. AMP Capital	746,000
AustralianShareFund2			is a controlled entity of
AMP Capital Investors Limited as	Cogent Nominees Pty	AMP Capital Investors Limited	AMP Limited within the	Fully Paid Ordinary:	2,341,426
Future Directions Australian Share	Limited		meaning of Part 2J.2 of	2,341,426
Fund			the Corporations Act.
AMP Capital Investors Limited as	Cogent Nominees Pty	AMP Capital Investors Limited		Fully Paid Ordinary:	455,740
Responsible Investment Leader	Limited			455,740
Australian Share Fund
				Total:	34,438,076

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 Level 24, 33 Alfred Street, Sydney NSW 2000 AMP Capital Investors (NZ) City Tower, 95 Custom House Quay, Wellington, N.Z. Citicorp Nominees Pty Limited 101 Collins Street, Melbourne VIC 3000 Cogent Nominees Pty Limited Level 6, 60 Castlereagh Street, Sydney NSW 2000 Goldman Sachs Asia LLC 68th Floor, 2 Queens Road, Central Hong Kong Government Employee Superannuation Board PO Box J755, Perth WA 6842 Henderson Global Investors Limited 3 Finsbury Ave, London EC2M 2PA, United Kingdom JP Morgan Nominees Australia Limited 259 George Street, Sydney NSW 2000 National Custodian Services Limited 271 Collins Street, Melbourne VIC 3000 New Zealand Central Securities Depository Limited PO Box 2099, Wellington, New Zealand QLD Local Government Superannuation Board Of GPO Box 264, Brisbane QLD 4001 State Authority Superannuation Scheme Level 14, 83 Clarence Street, Sydney NSW 2000 Stichting Pensioenfonds Hoogovens PO Box 10,000, 1970 CA IJmuiden, The Netherlands Stichting Pensioenfonds ABP 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.