AMP LIMITED — Major Shareholding Notification 2019

Aug 14, 2019

Corporations Act 2001

Section 671B

Form 604

Notice of change of interests of substantial holder

To Company Name/Scheme

AMP Ltd AMP Building, 33 Alfred Street, Sydney NSW 2000

ACN/ARSN ACN 079 354 519

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

Lazard Asset Management Pacific Co ACN 064 523 619

There was a change in the interests of the substantial holder on

13/08/2019

The previous notice was given to the company on 04/04/2019 The previous notice was dated 04/04/2019

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	187,496,711	6.36%	249,478,567	7.44%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
SeeAnnexureB

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
See Annexure C

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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
See Annexure A	Related bodies corporate

6. Addresses

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

Name	Address
Lazard Asset Management Pacific Co and its associates listed in Annexure A	Level 39, Gateway 1 Macquarie Place SYDNEY NSW 2000

Signature

print name sign here	Apnavi Saddington capacityCompany Secretary
	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 6 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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) 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.

• (7) 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.

• (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) 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 1 page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 15 August 2019.

Apnavi Saddington Company Secretary

15 August 2019 Dated

Associates of Lazard Asset Management Pacific Co. ACN 064 523 619

Lazard Ltd Lazard Group LLC Lazard Frères & Co LLC Lazard Asset Management LLC Lazard Brothers & Co., Ltd. Lazard Asset Management (Canada), Inc. Lazard Pension Management, Inc Lazard Asset Management Limited, London Lazard Japan Asset Management KK Deutsche Lazard Asset Management Holding GmbH Lazard Asset Management (Deutschland) GmbH Lazard Funds Marketing GmbH, Frankfurt Lazard Alternatives LLC Lazard Investment Funds Limited, Dublin Lazard Fund Managers (Ireland) Limited Lazard Fund Managers Limited, London Lazard Debt Recovery Management LLC LAMP Administration Pty Ltd Lazard Pty Ltd Lazard Asset Management (Hong Kong) Limited Lazard Korea Asset Management Co. Ltd Lazard Asset Management Securities LLC Lazard Asset Management (Singapore) Pte Ltd Lazard Asset Management Schweiz AG Lazard Gulf Limited

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Annexure ‘B’

This is Annexure B of 2 pages referred to in Form 604, Notice of change of interests of substantial holder, signed by me and dated 15 August 2019.

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Apnavi Saddington 15 August 2019 Company Secretary Dated

Lazard Asset Management Pacific Co ACN: 064 523 619

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Form 604

Annexure B - Changes in relevant interests

Date of change	Person whose relevent interest changed	Nature of change	Consideration given in relation to change AUD	Class and number of securities affected (All Ordinary securities)	Person's votes affected
09/04/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	5,356,176.95 $	2,455,018	2,455,018
11/04/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	1,623,027.81 $	736,746	736,746
18/04/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	875,551.05 $	383,083	383,083
14/05/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	1,038,311.34 $	479,542	479,542
23/05/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	4,197,160.53 $	1,918,769	1,918,769
28/05/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	843,630.20 $	385,032	385,032
30/05/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	505,076.14 $	232,751	232,751
18/06/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	951,550.13 $	454,359	454,359
18/06/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	5,082,655.62 $	2,426,935	2,426,935
05/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	2,155,128.17 $	990,498	990,498
08/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	1,804,493.61 $	827,831	827,831
17/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	21,000,592.43 $	11,674,625	11,674,625
19/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	1,641,818.20 $	906,258	906,258
22/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	3,620,443.18 $	2,000,000	2,000,000
23/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	3,540,322.72 $	2,000,000	2,000,000
24/07/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	7,849,721.40 $	4,385,027	4,385,027
01/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	468,468.06 $	261,714	261,714
02/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	8,288,732.53 $	4,541,293	4,541,293
07/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	156,188.07 $	89,146	89,146
09/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	6,089,679.43 $	3,191,272	3,191,272
12/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	34,946,143.89 $	18,836,867	18,836,867
13/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Sell	9,602,067.98 $	5,192,680	5,192,680
13/08/2019	Lazard Asset Management Pacific Co and its associateslistedin AnnexureA	Buy	99,826,652.33 $	62,364,138	62,364,138

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Annexure ‘C’

This is Annexure C of 2 pages referred to in Form 604, Notice of change of interests of substantial holder, signed by me and dated 15 August 2019.

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Apnavi Saddington 15 August 2019 Company Secretary Dated

Lazard Asset Management Pacific Co ACN: 064 523 619

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Form 604 Annexure C - Present Relevant Interests

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	The Bank of New York Mellon	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 80,639,191	Ordinary – 80,639,191
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Citibank	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 22,622,785	Ordinary – 22,622,785
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Northern Trust	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 14,916,767	Ordinary – 14,916,767
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	BNP Paribas Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 977,114	Ordinary – 977,114
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	BNP Paribas Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 6,442,421	Ordinary – 6,442,421
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street Australia Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 1,658,676	Ordinary – 1,658,676
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street Australia Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 10,486,589	Ordinary – 10,486,589
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street Australia Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 184,164	Ordinary – 184,164
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 28,957,740	Ordinary – 28,957,740
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 8,189,505	Ordinary – 8,189,505
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 33,024,776	Ordinary – 33,024,776
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	BNP Paribas	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 20,689,864	Ordinary – 20,689,864
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street Australia Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 13,883,858	Ordinary – 13,883,858
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street Australia Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608(1)	Ordinary – 6,805,117	Ordinary – 6,805,117

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