AMP LIMITED — Proxy Solicitation & Information Statement 2011

Jan 16, 2011

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Kevin Keenan Company Secretary

Phone: 61 3 8688 3978 Fax: 61 3 9614 5298

17 January 2011 Australian Securities Exchange Company Announcements Office 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

AXA Asia Pacific Holdings Limited (AXA APH) releases Explanatory Memorandum for the Scheme Proposal from AMP and AXA SA

Please refer to the attached news release.

Yours sincerely

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Kevin Keenan Company Secretary

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AXA Asia Pacific Holdings Limited ABN 78 069 123 011

750 Collins Street Docklands VIC 3008

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17 January 2011

AXA APH RELEASES EXPLANATORY MEMORANDUM FOR THE SCHEME PROPOSAL FROM AMP AND AXA SA

AXA Asia Pacific Holdings Limited ( AXA APH ) has today released the Explanatory Memorandum in relation to the proposed merger of AXA APH’s Australian and New Zealand businesses with AMP Limited ( AMP ) and the sale of AXA APH’s Asian businesses to AXA SA ( Proposal ).

The Explanatory Memorandum includes the concise report on the Proposal prepared by the Independent Expert, Grant Samuel. The Independent Expert has concluded that the value delivered to AXA APH minority shareholders under the Proposal is compelling and that, in the absence of a superior proposal, the Proposal is fair and reasonable and in the best interests of minority shareholders.

AXA APH’s Independent Directors unanimously recommend the Proposal in the absence of a superior proposal. The Proposal remains subject to certain regulatory approvals and the approval of minority shareholders at the shareholder meetings, which are scheduled to be held on Wednesday, 2 March 2011.

The Explanatory Memorandum is available online on the Proposal website, www.axaaphproposal.com.au, and is expected to be mailed to AXA APH shareholders at the end of January. The Explanatory Memorandum Supplement, which includes the long form Independent Expert’s Report, is also available online on the Proposal website, www.axaaphproposal.com.au, and a hard copy can be requested by calling the AXA APH Information Line on 1300 157 263 (within Australia) or +61 3 9415 4689 (outside Australia).

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Important dates for the Proposal

The key scheduled dates and times (Melbourne time) for the Proposal are set out below. Any changes to the timetable (which may include an earlier date for the Second Court Hearing) will be announced through the ASX and notified on the Proposal website at www.axaaphproposal.com.au.

Last time and date for lodgment of Share Scheme Meeting Proxy Form and Extraordinary General Meeting Proxy Form	11.00 am on Monday, 28 February 2011
Time and date for determining eligibility to vote at the Share Scheme Meeting and the Extraordinary General Meeting	7.00 pm on Monday, 28 February 2011
Share Scheme Meeting and Extraordinary General Meeting (both to be held at Arthur Streeton Auditorium, Sofitel Melbourne, 25 Collins Street, Melbourne, Victoria, Australia)	From 11.00 am on Wednesday, 2 March 2011
Court hearing for approval of the Share Scheme (Second Court Hearing)	Monday, 7 March 2011
Effective Date	Tuesday, 8 March 2011
Last day of trading in AXA APH Shares on the ASX	Tuesday, 8 March 2011
New AMP Shares commence trading on the ASX on a deferred settlement basis under ASX code “AMPN”	Wednesday, 9 March 2011
Time and date for determining entitlement to the Share Scheme Consideration (Scheme Record Date for the Share Scheme)	7.00 pm on Wednesday, 16 March 2011
End of Post Scheme VWAP Period	Tuesday, 22 March 2011
Implementation Date: • despatch of confirmation of issue of New AMP Shares • despatch of Cash Component of the Share Scheme Consideration	Wednesday, 30 March 2011
Normal trading of New AMP Shares commences under ASX code “AMP”	Thursday, 31 March 2011

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AXA APH allocation rights and performance rights holders

The Explanatory Memorandum also contains information about a separate scheme of arrangement proposed for rightsholders. The Explanatory Memorandum will also be despatched to the rightsholders.

Further information

For Institutional Investors

Melissa Heyhoe Group Manager – Investor Relations and Performance Reporting Ph: +61-(0)3 8688 3744 M: +61-(0)421 333 582

For Retail Investors

Computershare Investor Services Ph: 1300 157 263 or +61-(0)3 9415 4689 www.axaaphproposal.com.au

For Media

Francine McMullen Group Manager – Strategic Communications Ph: +61-(0)3 8688 4985 M: +61-(0)412 223 485

Nerida Mossop Hintons Ph: +61-(0)3 9600 1979 M: +61-(0)437 361 433

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