AMP LIMITED — Share Issue/Capital Change 2011

Dec 8, 2011

==> picture [488 x 91] intentionally omitted <==

9 December 2011

Manager Manager Company Announcements Office Market Information Services Section Australian Securities Exchange New Zealand Stock Exchange Level 4, 20 Bridge Street Level 2, NZX Centre, 11 Cable Street Sydney NSW 2000 Wellington New Zealand Announcement No: 52/2011 AMP Limited (ASX/NZX: AMP) (also for release to AMP Group Finance Services Limited (ASX: AQNHA & NZX: AQN010))

Appendix 3B

Please see attached Appendix 3B.

==> picture [596 x 60] intentionally omitted <==

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

AMP Limited (“ AMP ”)

ABN

49 079 354 519

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued

Under the terms of the Capital Alliance Agreement between AMP Holdings Limited (“AMP Holdings”), AMP Capital Holdings Limited (“AMPCH”) and Mitsubishi UFJ Trust and Banking Corporation (“MUTB”) (“Agreement”), MUTB has an option to require AMP to purchase its interest in AMPCH (and AMP Holdings has a corresponding option to require MUTB to sell its interest in AMPCH to AMP) (“Options”). As consideration for the acquisition of AMPCH shares which will result from the exercise of either Option, and pursuant to a separate undertaking given by AMP in favour of MUTB, AMP is required to issue ordinary shares in AMP (“Shares”)to MUTB(or its nominee).

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

• 2 Number of[+] securities issued or The number of Shares to be issued to MUTB to be issued (if known) or following the exercise of an Option will be maximum number which may be calculated in accordance with the terms of issued the Agreement which are summarised in section 3 below.

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Under the Agreement, MUTB’s put option is exercisable in a number of circumstances, including where:  there is a change of control of AMPCH (but not as a result of a change of control of AMP or an internal reorganisation of the AMP group);  AMP Holdings acquires certain interests in and/or enters into business alliance arrangements with certain competitors of MUTB;  there is a fundamental or continuing disagreement or irreconcilable difference between AMP Holdings and MUTB in relation to the alliance arrangements that cannot be resolved;  as a result of an act or omission of AMP Holdings, MUTB forms the view that continuing with the arrangements would have a material adverse effect on its reputation;  certain cash inflow targets are not achieved under the business alliance between AMPCH and MUTB and, following good faith discussions, the parties cannot agree an appropriate way to continue the business alliance;  a material breach of the arrangements is committed by AMPCH or AMP Holdings which cannot be or is not remedied; or  termination of the business alliance arrangements between AMPCH and MUTB,in certain circumstances.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

AMP Holding’s call option applies in similar circumstances (though, where relevant, is triggered by the actions of MUTB, rather than AMP Holdings). As consideration for the transfer of AMPCH shares resulting from the exercise of either Option, AMP is required to issue Shares to MUTB. There are also provisions for MUTB to direct that the Shares be issued to a nominee and sold on MUTB’s behalf. The number of Shares to be issued will be calculated by dividing the value of the proportion of AMPCH’s business attributable to MUTB’s shareholding in AMPCH by the then current volume weighted average price of Shares (potentially plus an additional number of shares to account for costs and MUTB’s share of earnings from exercise of the Option until issue of the Shares). For the purposes of these calculations, the value of the proportion of AMPCH’s business attributable to MUTB’s shareholding in AMPCH will be calculated based on the price paid for the AMPCH shares by MUTB and / or broker consensus valuations of the AMPCH business depending on the time at which the Option is exercised.

• See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Shares issued following the exercise of an all respects from the date of Option are expected to rank equally with allotment with an existing[+] class the other fully paid Shares on issue at the of quoted[+] securities? time of the exercise. If the additional securities do not rank equally, please state:

 the date from which they do

 the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

See section 3 above

6 Purpose of the issue The right to require AMP to issue Shares (If issued as consideration for the following exercise of either Option was acquisition of assets, clearly granted as part of the negotiated terms of identify those assets) the strategic business and capital alliance formed between AMP Holdings, AMPCH and MUTB.

The Shares will be issued as consideration for the transfer of AMPCH shares which will occur following the exercise of either Option.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

N/A

Number +Class 8 Number and +class of all 2,854,672,784 Ordinary +securities quoted on ASX ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,294 N/A	Various classes of employee / executive options issued on various dates. Option over unissued Shares as described in section 1 above.
	The Shares to be issued following the exercise of an Option will have the same rights to dividends as other fully paid Shares on issue at the time of the exercise.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or non‐ N/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

18 Names of countries in which the N/A entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of N/A acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

• See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

• (a) Securities described in Part 1

(b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003

349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class class of all N/A N/A

42 Number and +class class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 11

1/1/2003 349512v1 ASX Appendix 3B

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 9 December 2011 (Company secretary)

Print name: Brian Salter

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 12

1/1/2003

349512v1 ASX Appendix 3B