AMP LIMITED — Proxy Solicitation & Information Statement 2009

Mar 25, 2009

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Lodge your vote online at www.investorvote.com.au Control number: 123456

Proxy form

To complete the proxy form, please read the instructions on the back of this form and the accompanying documents for details of each item of business.

Daytime contact details Please write your daytime phone number in case we need to contact you. Check that your details above are correct If you wish to tell us of any changes, mark them on this ( ) form as necessary and mark this box with an ‘X’.

1. Registered name and address

2. Appointment of proxy I/We being a member/s of AMP Limited hereby appoint:

the Chairman of the Meeting OR (mark this box with an ‘X’);

if you are not appointing the Chairman of the Meeting as your proxy, write the full name of the individual or body corporate (excluding the registered shareholder) you are appointing as your proxy;

OR, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the Annual General Meeting of AMP Limited to be held at the City Recital Hall at Angel Place, Sydney, Australia at 10.00am (AEST) on Thursday 14 May 2009 and at any adjournment of that Meeting.

3. Voting directions to your proxy

Your proxy may decide how to vote on any motion at the Meeting, except where specifically directed below. For each item of business, please mark ‘X’ in one box only to indicate your voting direction. The Chairman intends to vote undirected proxies in favour of each of the items of business.

Note on Item 2 – Approval of Issue of Equity Securities

Please refer to the Notice of Meeting for details on voting restrictions for Item 2. If you are a fiduciary, nominee or custodian who is subject to these voting restrictions, and you are directing your proxy to vote in relation to Item 2, then by signing and returning this proxy form you are representing and confirming to AMP that you have complied with the conditions of the ASX waiver referred to in the Notice of Meeting.

	For	Against Abstain*	Against Abstain*	Against Abstain*	For	Against Abstain*	Against Abstain*	Against Abstain*	Against Abstain*	Against Abstain*
Item 2 Approval of Issue of Equity Securities				Item 3(c) Re-election of Director, Ms Meredith Hellicar
Item 3(a) Re-election of Director, Mr David Clarke				Item 4 Remuneration Report
Item 3(b) Re-election of Director, Mr Richard Grellman				Item 5 Approval of Managing Director’s Long-Term Incentive

The Chairman intends to vote undirected proxies in favour of each of the items of business.

*If you mark the ABSTAIN box, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority on a poll.

4. Signature of shareholder(s)

Individual or first shareholder Shareholder 2 Shareholder 3 Sole director and sole company secretary Director Director/company secretary

AMP

140509A

AMP Limited ABN 49 079 354 519

Instructions for completion of proxy form

1. Name and address

This is your name and address as it appears on the AMP Limited share register. If this information is incorrect, please make the correction over the page and mark the box with an ‘X’. Shareholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘X’) should advise their broker of any changes. You cannot change the ownership of shares using this form.

2. Appointment of proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box with an ‘X’. If you wish to appoint an individual other than the Chairman of the Meeting or a body corporate as your proxy, insert the full name of the individual or body corporate in the space provided. If you leave this section blank or your named proxy is unable to attend the Meeting, the Chairman of the Meeting will be your proxy. Your proxy does not need to be a shareholder of AMP Limited.

Appointment of second proxy (optional)

To appoint a second proxy please copy this form (or obtain another copy by phoning the AMP Securities Registry) and then:

• (a) on each of the first proxy form and the second proxy form, state the number of shares or the percentage of your voting rights applicable to that proxy form. If the appointments do not state the number or percentage of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms in the same envelope.

3. Directions to proxy

You may direct your proxy how to vote on a given item of business by placing an ‘X’ in one of the three boxes opposite that item. Your proxy may decide whether to vote on any motion, except where your proxy is required by law or the Constitution to vote or abstain in their capacity as proxy. If your proxy votes on an item (as your proxy), all of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box(es). If you do not mark any of the boxes on a given item, your proxy may decide how to vote on that item. If you place an ‘X’ in more than one box on an item, your vote on that item will be invalid.

4. Signature(s)

You must sign this form as follows in the spaces provided:

Individual : where the shareholding is in one name, then that person must sign.

Joint Holding : where the shareholding is in more than one name, all shareholders should sign.

Power of Attorney : to sign under a Power of Attorney, you must have already lodged this document with the AMP Share Registry. Otherwise, you must attach a certified copy of it when you return this form.

Companies : If the shareholder executing the proxy form is a company, then it must execute the proxy form in one of the following ways:

• (a) by having two directors or a director and a secretary of the company sign the proxy form;

• (b) if the company is a proprietary company with one director who is also the secretary of the company (or the company does not have a secretary), by having that director sign it in the ‘Individual or first shareholder’ box;

• (c) by having a duly authorised officer or attorney sign the proxy form (in which case the shareholder must send with the proxy form the original, or a certified copy, of the document authorising the attorney or representative); or

• (d) if the company has a common seal, by affixing the common seal in accordance with the company’s constitution together with the required signatures.

Please sign in the boxes which state the office held by the signatory, i.e. Director and Director, or Company Secretary and Director, or Sole Director and Sole Company Secretary.

If a representative of a corporate shareholder or proxy is to attend the Meeting, the appropriate ‘Certificate of Appointment of Corporate Representative’ should be produced prior to admission. A form of the certificate may be obtained from the AMP Share Registry.

Lodgement of proxy

This proxy form (and any necessary supporting documents) must be received by AMP no later than 10.00am (AEST) on Tuesday 12 May 2009. Any proxy form received after that time will be invalid for the scheduled meeting.

Your proxy form may be lodged using the reply-paid envelope:	AMP Share Registries
By post, delivery or fax to the AMP Share Registry	Australia:
(see details opposite); or	AMP Share Registry	Phone	1300 654 442
By deliveryto one of the following offices:	Reply Paid 2980	Fax	1300 301 721
AMP’s registered office, Level 24, 33 Alfred Street,	MELBOURNE VIC 8060
Sydney NSW 2000, Australia	New Zealand:
AMP Share Registry, Level 3, 60 Carrington Street, Sydney NSW 2000, Australia	AMP Share Registry PO Box 91543	Phone Fax	0800 448 062 09 488 8787
AMP Share Registry, Level 2, 159 Hurstmere Road,	Victoria Street West
Takapuna, North Shore City, New Zealand	AUCKLAND 1142
Online:Proxies can also be lodged online via the AMP Share Registry’s	Other countries:
voting facility at www.investorvote.com.au. To use this facility you will	AMP Share Registry	Phone	+613 9415 4051
need to enter the Control Number shown at the top right hand corner	GPO Box 2980	Fax	+613 9473 2555
of your proxy form. You will then be asked to enter your Shareholder	MELBOURNE VIC 3001
Reference Number (SRN) or Holder Identification Number (HIN) and	AUSTRALIA
postcode, as shown on your proxy form. You will be taken to have signed your proxy appointment if you lodge it in accordance with	Internet:www.amp.com.au/shareholdercentre
the instructions on the website.	Voting website:www.investorvote.com.au

NS1467 03/09

AMP Limited ABN 49 079 354 519