AMP LIMITED — Director's Dealing 2019

Mar 3, 2019

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity:	AMP LIMITED
ABN:	49 079 354 519

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Francesco Alexander DE FERRARI
Date of last notice	31 January 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Beneficial interest in shares held by CPUShare Plans Pty Limited as the trustee of theAMP Employee Share Trust.
Date of change	25 February 2019
No. of securities held prior to change	•8,000,000optionsgrantedasacomponent of the Director’s RecoveryIncentive Award in accordance with hisemployment contract with AMP dated onor about 21 August 2018 (EmploymentContract).•1,656,976 performance rights grantedas a component of the Director’sRecoveryIncentiveAwardinaccordancewithhisEmploymentContract.•1,453,488 share rights granted as acomponent of the Director’s BuyoutIncentive Award in accordance with hisEmployment Contract.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Class	See below
Number acquired	1,453,488 fully paid ordinary shares
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Acquired without a cash payment by theDirector as part of his remuneration. Theclosing price of ordinary shares on ASX at thedate of acquisition was $2.38 per ordinaryshare.
•No. of securities held after change	•8,000,000optionsgrantedasacomponent of the Director’s RecoveryIncentive Award in accordance with hisEmployment Contract. The options willvest and become exercisable on 15February 2023 unless the Directorresigns or his employment is terminatedfor cause before the exercise date (inwhich case the rights will generallylapse). On exercise of vested optionsand payment of the exercise price of$5.50 per share, the Director will beallocated one fully paid ordinary shareper option (or, in the Board’s discretion,an equivalent cash payment).•1,656,976 performance rights grantedas a component of the Director’sRecoveryIncentiveAwardinaccordancewithhisEmploymentContract. The performance rights aresubject to a vesting schedule andvesting conditions as outlined in theAppendix 3X for the Director lodged withASX on 31 January 2019. On vesting,the Director will be allocated one fullypaid ordinary share for each right thatvests (or, in the Board’s discretion, anequivalent cash payment).•1,453,488 share rights granted as acomponent of the Director’s BuyoutIncentive Award in accordance with hisEmployment Contract. The share rightsare subject to a vesting schedule andvesting conditions as outlined in theAppendix 3X for the Director lodged withASX on 31 January 2019. On vesting,the Director will be allocated one fullypaid ordinary share for each right thatvests (or, in the Board’s discretion, anequivalent cash payment).

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

•1,453,488 restricted shares, being fullypaid ordinary shares held by CPU SharePlans Pty Limited (as trustee of the AMPEmployee Share Trust) on behalf of theDirector,andsubjecttodealingrestrictions and forfeiture conditions,until their release from the trust inaccordance with the following schedule:– 60% of the shares will be released on15 August 2019– 20% of the shares will be released on15 August 2020– 20% of the rights will be released on15 August 2021.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back

Allocationofrestrictedsharesasacomponent of the Buyout Incentive Awardgranted to the Director in recognition of theloss of incentives from his previous employerresulting from his decision to join AMP. Theshares were purchased on market by CPUShare Plans Pty Limited as the trustee of theAMP Employee Share Trust.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Employment Contract and subsequent letter of offerfrom AMP to the Director dated 12 December 2018.
Nature of interest	Contractual entitlement to be allocated restricted shares(as outlined below) as a component of the BuyoutIncentive Award granted to the Director in recognition ofthe loss of incentives from the Director’s previousemployer resulting from his decision to join AMP.
Name of registered holder(if issued securities)	N/A
Date of change	25 February 2019
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	1,453,488 restricted shares, being fully paid ordinaryshares to be held on trust for the Director, and subject todealing restrictions and forfeiture conditions, until theirrelease from the AMP Employee Share Trust inaccordance with the schedule outlined in Part 1 above.
Interest acquired	N/A
Interest disposed	Contractual entitlement satisfied by the allocation ofrestricted shares as outlined in Part 1 above.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

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