AMP LIMITED — Major Shareholding Notification 2019

Aug 14, 2019

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name ~~/Scheme~~ AMP Limited ACN ~~/ARSN/ABN~~ 079 354 519

1. Details of substantial holder (1)

Name Allan Gray Australia Pty Ltd ( Allan Gray Australia ) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group ), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A

ACN ~~/ARSN~~ (if applicable) 112 316 168 (ACN of Allan Gray Australia)

The holder became a substantial holder on 13 August 2019

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Ordinary	186,589,250	186,589,250	5.57%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

r are as follows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure A,Tables 2 and 3

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure A,Tables 2 and 3

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
See Annexure A, Table 4

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A, Tables 1 and 2

7. Addresses

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

f persons named in this form are as follows:
Name	Address
The Group	C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000

Signature Print name Elizabeth Lee Capacity : Company Secretary Sign here Date: 15 August 2019

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 7 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

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

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

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

(9) 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.

AMP Limited THIS IS ANNEXURE A OF 5 PAGES REFERRED TO IN THE ABOVE FORM 603

Print name	Elizabeth Lee	Company Secretary
Sign here		Date: 15 August 2019

Table 1 – Related bodies corporate

The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate.

Orbis Allan Gray Limited Orbis Holdings Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Allan & Gill Gray Foundation (Guernsey)

Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Ltd Orbis Investment Management (Hong Kong) Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP Orbis Investment Management (Luxembourg) S.A EmCap Limited (Guernsey)

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Investment Manager	Ref. Code	Registered Holder	Persons entitled to be registered holder
1.	Allan Gray Australia Equity Fund	AGA	SMEF	Citibank N.A., Sydney Branch as SMEF’s custodian	Equity Trustees Limited as SMEF’s responsible entity
2.	Allan Gray Australia Balanced Fund	AGA	SMBF	Citibank N.A., Hong Kong Branch as SMBF’s custodian	Equity Trustees Limited as SMBF’s responsible entity
3.	Allan Gray Australia Stable Fund	AGA	SMSF	Citibank N.A., Sydney Branch as SMSF’s custodian	Equity Trustees Limited as SMSF’s responsible entity
4.	Warakirri Australian Equities Pensions and Charities Fund	AGA	SMWA	RBC Investor Services Trust as SMWA’s custodian	Warakirri Asset Management Pty Ltd SMWA’s trustee
5.	Morningstar Australian Shares High Alpha Fund	AGA	SMIA	JP Morgan Nominees Australia Ltd as SMIA’s custodian	Morningstar Investment Management Australia Limited SMIA’s trustee
6.	Construction and Building Unions Superannuation Fund	AGA	SMCB	JP Morgan Nominees Australia Ltd as SMCB’s custodian	United Super Pty Ltd as SMCB’s trustee
7.	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as SMHT’s custodian	H.E.S.T. Australia Ltd as SMHT’s trustee
8.	Hostplus Pooled Superannuation Trust	AGA	SMHP	Citibank N.A., Sydney Branch as SMHP’s custodian	Host Plus Pty ltd as SMHP’s trustee
9.	Russell Australian Opportunities Fund	AGA	SMRI	State Street Australia Ltd as SMRI’s custodian	Russell Investment Management Ltd as SMRI’s responsible entity
10	. MyLifeMyMoney Superannuation Fund	AGA	SMCS	NAB Custodial Services as custodian for SMCS	CSF Pty Ltd as SMCS’s trustee
11	. Maritime Super	AGA	SMMS	NAB Custodial Services as custodian for SMMS	Maritime Super Pty Ltd as SMMS’s trustee
12	. Non-Government Schools Superannuation Fund	AGA	SMNG	State Street Australia Ltd as SMNG’s custodian	Non-Government Schools Superannuation Fund Pty Ltd as SMNG’s trustee
13	. REST Superannuation Fund	AGA	SMRT	State Street Australia Ltd as SMRT’s custodian	Retail Employees Superannuation PtyLtd as SMRT’s trustee
14	. Government Employees Superannuation Board	AGA	SMGB	Northern Trust Corporation as SMGB’s custodian	Government Employees Superannuation Board
15	. Statewide Superannuation Trust	AGA	SMSW	NAB Custodial Services as custodian for SMSW	Statewide Superannuation Pty Ltd as SMSW’s trustee
16	. Legal Super	AGA	SMLS	BNP Paribas Fund Services Australasia Pty Ltd as SMLS’s custodian	Legal Super Pty Ltd as trustee of legalsuper
17	. Orbis Global Equity Fund (Australia Registered)	OIML	GAPL	Citibank N.A., Hong Kong Branch, as GAPL’s custodian	Equity Trustees Limited as GAPL’s responsible entity
18	. Orbis Emerging Markets Equity Fund (Australia Registered)	OIML	EMAF	Citibank N.A., Hong Kong Branch, as EMAF’s custodian	Equity Trustees Limited as EMAF’s responsible entity

19	. Orbis Global Equity LE Fund (Australia Registered)	AGA	GALE	Citibank N.A., Hong Kong Branch, as GALE’s custodian	Equity Trustees Limited as GALE’s responsible entity
20	. Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup Fund Services Canada, Inc (Citi Canada) as OGEF’s custodian	OGEF
21	. Orbis Optimal SA Fund Limited	OIML	OSAP	Citi Canada as OSAP’s custodian	OSAP
22	. Institutional Global EquityFund	OIML	IGEF	Citi Canada as IGEF’s custodian	IGEF
23	. Orbis Optimal LP	OIML	OOLP	Citi Canada as OOLP’s custodian	OOLP
24	. Orbis International EquityLP	OIML	IELP	Citi Canada as IELP’s custodian	IELP
25	. Orbis Institutional Global EquityLP	OIML	OGLP	Citi Canada as OGLP’s custodian	OGLP
26	. Orbis Institutional International EquityLP	OIML	ONLP	Citi Canada as ONLP’s custodian	ONLP
27	. Orbis Institutional U.S. EquityLP	OIML	USLP	Citi Canada as USLP’s custodian	USLP
28	. Orbis Institutional Emerging Markets EquityLP	OIML	EMLP	Citi Canada as EMLP’s custodian	EMLP
29	. Orbis SICAV – Global Equity Fund	OIML	SGPL	Citibank International plc (Luxembourg Branch) (Citi Lux) as SGPL’s custodian	SGPL
30	. Orbis SICAV – Asia- Ex Japan Fund	OIML	XJPL	Citi Lux as XJPL’s custodian	XJPL
31	. Orbis SICAV – Global Balanced Fund	OIML	GBSA	Citi Lux as GBSA’s custodian	GBSA
32	. Orbis SICAV – International Equity	OIML	SNPL	Citi Lux as SNPL’s custodian	SNPL
33	. Orbis OEIC Global EquityFund	OIML	UKGE	Citi Lux as UKGE’s custodian	UKGE
34	. Orbis Institutional Global Equity (OFO)	OIML	OGEO	Citi Canada as OGEO’s custodian	OGEO
35	. OEIC Global Cautious Fund	OIML	OCS4	Citi Lux as OCS4’s custodian	OCS4
36	. Orbis SICAV Global Cautious Fund	OIML	OCSU	Citi Lux as OCSU’s custodian	OCSU

Table 3 – Present relevant interest

Reference Code SMBF SMCB SMCS SMEF SMGB SMHP SMHT SMIA SMLS SMMS SMNG SMRI SMRT SMSF SMSW SMWA **Total **	Total no of securities
	877,956
	25,781,071
	10,140,200
	49,803,116
	14,823,236
	17,628,134
	11,110,004
	1,827,978
	4,306,357
	4,593,413
	7,242,041
	5,112,985
	27,017,039
	2,835,793
	3,052,999
	436,928
	186,589,250

Table 4 – Purchases over the last 4 months

Trade Date	Reference Code	**Action **	No of security	Consideration
13May19 to 09Aug19	SMBF	Buy and Sell	463,120	$783,390
29Apr 19 to 09Aug19	SMCB	Buy and Sell	13,049,434	$22,269,078
29Apr 19 to 09Aug19	SMCS	Buy and Sell	5,130,840	$ 8,754,843
29Apr 19 to 09Aug19	SMEF	Buy and Sell	23,119,634	$ 38,863,153
29Apr 19 to 09Aug19	SMGB	Buy and Sell	7,516,528	$12,833,788
29Apr 19 to 09Aug19	SMHP	Buy and Sell	8,930,141	$15,243,098
29Apr 19 to 09Aug19	SMHT	Buy and Sell	5,621,901	$ 9,594,852
29Apr 19 to 09Aug19	SMIA	Buy and Sell	876,814	$1,483,697
19 Jun 19 to 09Aug19	SMLS	Buy and Sell	4,306,357	$ 8,165,915
29Apr 19 to 09Aug19	SMMS	Buy and Sell	2,325,894	$ 3,969,589
29Apr 19 to 09Aug19	SMNG	Buy and Sell	6,210,800	$10,953,100
29Apr 19 to 09Aug19	SMRI	Buy and Sell	2,596,428	$4,434,861
29Apr 19 to 09Aug19	SMRT	Buy and Sell	13,686,341	$23,360,854
14 May19 to 09Aug19	SMSF	Buy and Sell	1,596,683	$2,693,178
29Apr 19 to 09Aug19	SMSW	Buy and Sell	1,549,415	$2,646,673
15May19 to 09Aug19	SMWA	Buy and Sell	205,111	$ 346,984
	Total		97,185,441	$166,397,055

All trades occurred on market, under a dividend reinvestment plan, or pursuant to a capital raising (as applicable).