AMP LIMITED — Major Shareholding Notification 2017

Aug 21, 2017

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme AMP LTD ACN/ARSN 079 354 519

1. Details of substantial holder(1)

Name BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures

ACN/ARSN (if applicable) to this form)

The holder ceased to be a substantial holder on 18 / / 08 2017 The previous notice was given to the company on 10 / / 08 2017 The previous notice was dated 08 / / 08 2017

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change(5)	Class (6) and number of securities affected	Person's votes affected
	Annexure A & C

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

4. Addresses

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

Name	Address
Annexure B

Signature

print name sign here	capacity Kayla Mulvihill *Authorised Signatory
	date / / 22 08 2017

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of 2 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

Kayla Mulvihill,

22-Aug-17 Date

Authorised Signatory

2. Changes in relevant interests

		AMP LTD (AMP)	AMP LTD (AMP)
Date of Change	Person whose relevant interest changed	Nature of change Consideration given in change (5)	(4) / relation to	CCY	Class (6) and number of securities affected		Person's votes affected
09-Aug-17	BlackRock Fund Advisors	on mkt buy	5.34	AUD	ord	1,278	1,278
09-Aug-17	BlackRock Investment Management,	on mkt buy	5.40	AUD	ord	4,765	4,765
	LLC
09-Aug-17	BlackRock Financial Management,	on mkt sell	5.40	AUD	ord	-6,892	-6,892
	Inc.
09-Aug-17	BlackRock Advisors(UK)Limited	on mkt buy	5.41	AUD	ord	1,644	1,644
09-Aug-17	BlackRock Investment Management	on mkt buy	5.41	AUD	ord	22,736	22,736
	(Australia)Limited
09-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	437	437
09-Aug-17	BlackRock Investment Management	in specie	n/a	AUD	ord	7,657	7,657
	(UK)Limited
09-Aug-17	BlackRock Investment Management	in specie	n/a	AUD	ord	-7,657	-7,657
	(UK)Limited
09-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	4,320	4,320
09-Aug-17	BlackRock Advisors(UK)Limited	in specie	n/a	AUD	ord	-34,605	-34,605
09-Aug-17	BlackRock Advisors(UK)Limited	collateral transfer	n/a	AUD	ord	-490,698	-490,698
10-Aug-17	BlackRock Investment Management	on mkt buy	5.27	AUD	ord	11,168	11,168
	(Australia)Limited
10-Aug-17	BlackRock Investment Management	on mkt buy	5.27	AUD	ord	5,584	5,584
	(Australia)Limited
10-Aug-17	BlackRock Asset Management	on mkt buy	5.27	AUD	ord	17,147	17,147
	Canada Limited
10-Aug-17	BlackRock Investment Management	on mkt sell	5.27	AUD	ord	-6,714	-6,714
	(Australia)Limited
10-Aug-17	BlackRock Advisors,LLC	in specie	n/a	AUD	ord	-1,655	-1,655
10-Aug-17	BlackRock Advisors(UK)Limited	collateral transfer	n/a	AUD	ord	-187,294	-187,294
11-Aug-17	BlackRock Advisors(UK)Limited	on mkt buy	5.09	AUD	ord	62,452	62,452
11-Aug-17	BlackRock Institutional Trust	on mkt sell	5.09	AUD	ord	-50,024	-50,024
	Company,National Association
11-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	26,468	26,468
11-Aug-17	BlackRock Investment Management	in specie	n/a	AUD	ord	34,605	34,605
	(UK)Limited
11-Aug-17	BlackRock Japan Co.,Ltd.	collateral transfer	n/a	AUD	ord	1	1
14-Aug-17	BlackRock Advisors(UK)Limited	on mkt sell	5.06	AUD	ord	-18,003	-18,003
14-Aug-17	BlackRock Advisors(UK)Limited	in specie	n/a	AUD	ord	28,178	28,178
14-Aug-17	BlackRock Investment Management	in specie	n/a	AUD	ord	-28,178	-28,178
	(UK)Limited
14-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	47,816	47,816
14-Aug-17	BlackRock Advisors,LLC	in specie	n/a	AUD	ord	-2,029	-2,029
14-Aug-17	BlackRock Japan Co.,Ltd.	collateral transfer	n/a	AUD	ord	-1	-1
14-Aug-17	BlackRock Advisors(UK)Limited	collateral transfer	n/a	AUD	ord	254,071	254,071
15-Aug-17	BlackRock Asset Management North	on mkt buy	5.08	AUD	ord	6,557	6,557
	Asia Limited
15-Aug-17	BlackRock Advisors,LLC	on mkt sell	5.06	AUD	ord	-20,291	-20,291
15-Aug-17	BlackRock Institutional Trust	on mkt sell	5.06	AUD	ord	-688	-688
	Company,National Association
15-Aug-17	BlackRock Advisors,LLC	on mkt sell	5.06	AUD	ord	-110	-110
15-Aug-17	BlackRock Advisors,LLC	on mkt sell	5.06	AUD	ord	-5,534	-5,534
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-216	-216
	LLC
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-2,016	-2,016
	LLC
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-309	-309
	LLC
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-9,511	-9,511
	LLC
15-Aug-17	BlackRock Investment Management	on mkt sell	5.06	AUD	ord	-415	-415
	(Australia)Limited
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-553	-553
	LLC
15-Aug-17	BlackRock Investment Management	on mkt buy	5.08	AUD	ord	5,517	5,517
	(UK)Limited
15-Aug-17	BlackRock Investment Management,	on mkt sell	5.06	AUD	ord	-983	-983
	LLC
15-Aug-17	BlackRock Investment Management	on mkt buy	5.10	AUD	ord	4,457	4,457
	(UK)Limited
15-Aug-17	BlackRock Advisors(UK)Limited	on mkt sell	5.07	AUD	ord	-23,852	-23,852
15-Aug-17	BlackRock Advisors (UK) Limited	on mkt sell	5.07	AUD	ord	-2,525	-2,525

AMP

page 1 of 2

Date of Change	Person whose relevant interest changed	Nature of change Consideration given in change (5)	(4) / relation to	CCY	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
15-Aug-17	BlackRock(Netherlands)B.V.	on mkt buy	5.07	AUD	ord	1,203	1,203
15-Aug-17	BlackRock Advisors(UK)Limited	collateral transfer	n/a	AUD	ord	-254,071	-254,071
16-Aug-17	BlackRock Investment Management	on mkt buy	5.09	AUD	ord	321,502	321,502
	(Australia)Limited
16-Aug-17	BlackRock Investment Management	on mkt buy	5.08	AUD	ord	1,299	1,299
	(UK)Limited
16-Aug-17	BlackRock Advisors(UK)Limited	on mkt sell	5.11	AUD	ord	-2,525	-2,525
16-Aug-17	BlackRock Investment Management,	on mkt buy	5.11	AUD	ord	12,433	12,433
	LLC
16-Aug-17	BlackRock Investment Management	on mkt sell	5.11	AUD	ord	-15,860	-15,860
	(Australia)Limited
16-Aug-17	BlackRock Advisors(UK)Limited	on mkt buy	5.11	AUD	ord	4,645	4,645
16-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	52,936	52,936
17-Aug-17	BlackRock Advisors(UK)Limited	on mkt buy	5.13	AUD	ord	15,298	15,298
17-Aug-17	BlackRock Investment Management	on mkt buy	5.15	AUD	ord	26,994	26,994
	(Australia)Limited
17-Aug-17	BlackRock Investment Management	on mkt buy	5.15	AUD	ord	18,872	18,872
	(Australia)Limited
17-Aug-17	BlackRock Advisors(UK)Limited	on mkt sell	5.15	AUD	ord	-2,510	-2,510
17-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	23,908	23,908
18-Aug-17	BlackRock Investment Management	on mkt sell	5.11	AUD	ord	-643,126	-643,126
	(Australia)Limited
18-Aug-17	BlackRock Financial Management,	on mkt buy	5.13	AUD	ord	185	185
	Inc.
18-Aug-17	BlackRock Advisors(UK)Limited	on mkt buy	5.13	AUD	ord	6,025	6,025
18-Aug-17	BlackRock Institutional Trust	on mkt sell	5.13	AUD	ord	-53,617	-53,617
	Company,National Association
18-Aug-17	BlackRock Institutional Trust	on mkt sell	5.13	AUD	ord	-9,853	-9,853
	Company,National Association
18-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	17,800	17,800
18-Aug-17	BlackRock Fund Advisors	in specie	n/a	AUD	ord	-10,080	-10,080

AMP

page 2 of 2

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

22-Aug-17

Kayla Mulvihill, Date Authorised Signatory

7. Addresses

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

Name	Address
BlackRock Group
BlackRock Inc.	55 East 52nd Street
	New York NY 10055 USA
BlackRock (Netherlands) B.V.	Rembrandt Tower, 17th floor
	Amstelplein
	Amsterdam Netherlands
BlackRock Advisors (UK) Limited	12 Throgmorton Avenue.
	London, EC2N 2DL,
	United Kingdom
BlackRock Advisors, LLC	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States
BlackRock Asset Management Canada Limited	161 Bay Street, Suite 2500
	Toronto, Ontario M5J 2S1
	Canada
BlackRock Asset Management North Asia Limited	15/F, 16/F, 17/F Citibank Tower & 17/F ICBC Tower,
	3 Garden Road,Central,HongKong
BlackRock Financial Management, Inc.	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States
BlackRock Fund Advisors	400 Howard Street
	San Francisco, CA, 94105
	United States
BlackRock Institutional Trust Company, National	1225 17th Street,
Association	Suite 300,
	Denver,CO 80202(Colorado,USA)
BlackRock Investment Management (Australia) Limited	Level 26, 101 Collins Street
	Melbourne VIC 3000
	Australia(Victoria,Australia)
BlackRock Investment Management (UK) Limited	12 Throgmorton Avenue
	London EC2N 2DL
	United Kingdom
BlackRock Investment Management, LLC	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States
BlackRock Japan Co., Ltd.	Marunouchi Trust Tower Main,
	1-8-3 Marunouchi,
	Chiyoda-ku,Tokyo 100-8217(Japan)

AMP

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Annexure C

This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder

22-Aug-17 Kayla Mulvihill, Authorised Signatory Date	22-Aug-17 Kayla Mulvihill, Authorised Signatory Date
Type of agreement:	Global Master Securities Lending Agreement
Parties to agreement:	Party A - Citigroup Global Markets Limited Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date:	Refer to Annexure A (transactions identified as collateral transfers)
Holder of voting rights:	BlackRock Asset Management North Asia Limited (as investment manager for the funds)
Are there any restrictions on voting rights? If yes, detail	Yes. Unless otherw ise agreed betw een the parties, the Registered Ow ner w ill not exercise any voting rights.
Scheduled return date (if any):	Not applicable.
Does the borrower have the right to return early? If yes, detail	Yes. Upon an Event of Default under the GMSLA, the GMSLA provides, broadly, that both parties payment and delivery obligations w ill be accelerated and replaced w ith an obligation of one party to pay a single cash sum to the other determined in accordance w ith the provisions of the GMSLA (as modified by the Annex). The GMSLA provides that the parties’ right to terminate the Agreement upon notice w ill not affect the parties’ existing obligations in respect of any outstanding loans of securities. The Annex amended and restricted the Borrow er's termination rights – i.e. Borrow er may not have the right to terminate and return the borrow ed securities - as the Borrow er w as to borrow the securities issued by it (or its sister company) to provide protection against the insolvency of the issuer and so usual rights of termination in a GMSLA w ere restricted. Subject to the terms of the relevant Loan, the Borrow er, may early terminate a Loan and return Equivalent Securities at any time provided that it “shall cease to have such entitlement if an Act of Insolvency w ith respect to any Security Issuer or any of the Borrow er’s or any Security Issuer’s affiliates has occurred, or any such person takes any steps preparatory to any of the matters w hich w ould constitute an Act of Insolvency
Does the lender have the right to recall early? If yes, detail	Yes, at notice.
Will the securities be returned on settlement? If yes, detail any exceptions	Yes.

A copy of this agreement will be provided to AMP LTD or the Australian Securities and Investments Commission upon request.

AMP page 1 of 1