Notice of 2020 Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of AMP Limited will be held on Friday, 8 May 2020, beginning at 11.00am (Sydney time), in the Concert Hall at The Concourse, 409 Victoria Avenue, Chatswood, New South Wales, Australia.
Update on 2020 AMP AGM
AMP’s annual general meeting (AGM) is due to be held on Friday, 8 May 2020 in Chatswood, Sydney. As a result of the uncertainty and to minimise health risks created by the rapidly evolving coronavirus (COVID 19) pandemic, AMP strongly encourages shareholders to consider lodging a directed proxy rather than attending the meeting in person.

To lodge your proxy, please follow the instructions on your enclosed personalised proxy form so it reaches the share registry by 11.00am (Sydney time), Wednesday, 6 May 2020.

In the event that it becomes necessary for AMP to make alternative arrangements for the AGM, information will be lodged with the ASX at asx.com.au (stock code: AMP), NZX at www.nzx.com, and AMP’s website at amp.com.au/shares.

Details of the meeting

The AGM will be held in the Concert Hall at The Concourse, Chatswood, 409 Victoria Avenue, Chatswood, New South Wales, Australia on Friday, 8 May 2020, beginning at 11.00am (Sydney time). Shareholders who are attending the AGM can register from 8.30am at the venue.

We encourage shareholders to join us either in person or via the live webcast at amp.com.au/agm. If you are unable to attend in person, we are pleased to offer you the opportunity to ask questions via the live webcast.

You may also appoint a proxy before the AGM, by post, fax or online.

At the AGM, you will have the opportunity to vote on:

  • the re-election of Trevor Matthews and the election of Debra Hazelton, Rahoul Chowdry and Michael Sammells as directors of AMP
  • the adoption of the remuneration report as set out on pages 28 to 52 of the AMP 2019 annual report
    approving the cancellation of CEO 2018 Recovery Incentive
  • approving the refreshment of AMP’s share placement capacity, and
  • approving the convertibility of the AMP Capital Notes 2.
How to watch the AGM and ask questions live online

You can watch a live webcast of the AGM and ask questions at amp.com.au/agm. After the AGM, you will also be able to watch an archived recording of the meeting on our website.

If you attend the AGM in person, you may be included in the webcast recording or in photographs taken at the AGM.

AMP 2019 annual report

A copy of the AMP 2019 annual report (including the financial report, directors’ report and auditor’s report for the year ended 31 December 2019) is available online at amp2019.reportonline.com.au

How to get to the AGM

The Concourse, Chatswood is located within a two-minute walk from the Chatswood Transport Interchange – a major train and bus transport hub.

Train: The closest train station is Chatswood Station.

Bus: Buses 340, 343, 273 and 200 depart regularly from CBD locations and stop in Chatswood.

Car: Parking is available at The Concourse, Chatswood or in parking stations at Westfield Chatswood or Chatswood Chase.

Accessibility: The venue has ramps and lifts for any accessibility needs.

2020 AMP AGM
AMP’s annual general meeting (AGM) is due to be held on Friday, 8 May 2020 in Chatswood, Sydney. As a result of the uncertainty and to minimise health risks created by the rapidly evolving coronavirus (COVID 19) pandemic, AMP strongly encourages shareholders to consider lodging a directed proxy rather than attending the meeting in person.
Items of business

Note: Item 1 does not require a resolution and is for discussion only. Shareholders will be asked to consider and, if thought fit, to pass the resolutions in items 2, 3, 4, 5 and 6, which will be proposed as ordinary resolutions.

Item 1: Financial report, directors’ report and auditor’s report

To receive and consider the financial report, the directors’ report and the auditor’s report for the year ended 31 December 2019.

Item 2: Re-election and election of directors

(a) To re-elect Trevor Matthews as a director.
(b) To elect Debra Hazelton as a director.
(c) To elect Rahoul Chowdry as a director.
(d) To elect Michael Sammells as a director.

Item 3: Adoption of remuneration report

To adopt the remuneration report for the year ended 31 December 2019.

Note: Under the Corporations Act, the vote on this resolution is advisory only and will not bind AMP or the directors.

Item 4: Cancellation of CEO 2018 Recovery Incentive

That approval be given for the cancellation of the 2018 Recovery Incentive which was granted to Francesco De Ferrari on his appointment as CEO of AMP for the purposes of ASX Listing Rule 6.23.2 and for all other purposes.

Item 5: Refresh placement capacity

That approval be given for the issue of 406.3 million fully paid ordinary shares which were issued pursuant to the institutional placement announced by AMP Limited to the ASX on 8 August 2019 for the purposes of ASX Listing Rule 7.4 and for all other purposes.

Item 6: Approval of convertibility of AMP Capital Notes 2

That approval be given for conversion of 2,750,000 AMP Capital Notes 2 into fully paid ordinary shares of AMP Limited subject to and in accordance with the AMP Capital Notes 2 Terms for the purposes of ASX Listing Rule 7.1 and for all other purposes.

The proposed items of business should be read in conjunction with the explanatory notes on pages 22 to 29, which form part of this notice of meeting.

Note: Voting exclusions for the resolution set out in item 3

In accordance with the Corporations Act, no votes may be cast, and AMP will disregard any votes cast, on the resolution set out in item 3:

  • by or on behalf of a member of the KMP whose remuneration details are included in the remuneration report for the year ended 31 December 2019 or a Closely Related Party of any such member of the KMP, in any capacity, or
  • as a proxy by any person who is a member of the KMP at the time of the AGM, or by a Closely Related Party of any member of the KMP,

unless the vote is cast as proxy for a person who is entitled to vote on the relevant resolution and:

  • the vote is cast in accordance with a direction on the proxy form specifying how the proxy is to vote on the resolution, or
  • the vote is cast by the Chairman of the AGM and the proxy form expressly authorises the Chairman to exercise the proxy and vote as the Chairman decides even though the resolution is connected directly or indirectly with the remuneration of members of the KMP.
Note: Voting exclusions for the resolution set out in item 4

AMP will disregard any votes cast on the resolution set out in item 4:

  • that are cast in favour of the resolution by or on behalf of Mr De Ferrari and any of his associates (regardless of the capacity in which the vote is cast); and
  • that are cast as a proxy by a member of the KMP at the date of the AGM or their Closely Related Parties,

unless the vote is cast:

  • as proxy or attorney for a shareholder who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
  • the Chairman of the AGM as proxy or attorney for a shareholder who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
  • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Note: Voting exclusions for the resolutions set out in items 5 and 6

AMP will disregard any votes cast in favour of the resolutions set out in item 5 and item 6 by or on behalf of:

  • a person who:
  • participated in the issue of shares under the institutional placement the subject of the resolution set out in item 5; or
  • is a holder of Capital Notes 2 as at the date of the AGM; or
  • an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the resolution set out in item 5 or item 6 by:

  • a proxy or attorney for a shareholder who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
  • the Chairman of the AGM as proxy or attorney for a shareholder who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
  • a shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
  • the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the shareholder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
How to Vote

As a shareholder, you can vote on the items of business by:

  • attending the AGM and voting, or
  • appointing a proxy, representative or attorney to vote on your behalf at the AGM.
Voting at the AGM

The board has determined that you will be entitled to attend and vote at the AGM if you are a registered shareholder of AMP at 7.00pm (Sydney time) on Wednesday, 6 May 2020. You will be entitled to vote in respect of the number of AMP shares registered in your name at that time.

Voting on all proposed resolutions at the AGM will be conducted by poll.

Appointing a proxy

A shareholder who is entitled to attend and vote at the AGM may appoint a proxy to attend and vote at the AGM on their behalf. A proxy does not need to be a shareholder of AMP. If a shareholder is entitled to cast two or more votes at the AGM, the shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the shareholder’s votes that each proxy may exercise, each proxy may exercise half of the shareholder’s votes on a poll. Fractions will be disregarded.

Completed proxy forms (and any necessary supporting documents) must be received by AMP no later than 11.00am (Sydney time) on Wednesday, 6 May 2020.

Submitting your proxy form

You can submit your proxy form in the following ways:

Online: by visiting www.investorvote.com.au on your computer or smartphone. You will need the control number and holder number shown on your proxy form to submit your form online. To use the smartphone voting service, scan the QR code which appears at the top of your proxy form and follow the instructions provided or go to www.investorvote.com.au from your smartphone. To scan the code, you need to have already downloaded a free QR code reader app to your smartphone. When scanned, the QR code will take you directly to the mobile voting site. The online proxy facility may not be suitable for shareholders who wish to appoint two proxies with different voting directions.

If you received an email link to your proxy form, you can lodge your proxy form by following the instructions set out in the email.

By post:
using the envelope provided or by posting your proxy form to:

Australia: Reply paid 2980, Melbourne VIC 8060
New Zealand: PO Box 91543, Victoria Street West, Auckland 1142
Other countries: GPO Box 2980, Melbourne VIC 3001, Australia

By fax:
Australia: 1300 301 721
New Zealand: +649 488 8787
Other countries: +613 9473 2555

By post or hand delivery to:
AMP’s registered office:
33 Alfred Street, Sydney NSW 2000, Australia
or the AMP share registry:
Australia: Level 4, 60 Carrington Street, Sydney NSW 2000, Australia
New Zealand: Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand

Participating intermediaries:
can lodge their proxy form online through www.intermediaryonline.com

Power of attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the AMP share registry. A proxy cannot be appointed under a power of attorney or similar authority online.

Corporate representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the AGM, the representative will need to bring to the AGM adequate evidence of their appointment unless this has been previously provided to the AMP share registry. An appointment of corporate representative form may be obtained from the AMP share registry or online at www.investorcentre.com/au (select Help and then click the Printable Forms icon).

Chairman of the AGM as proxy

AMP encourages you to consider directing your proxy how to vote by marking the appropriate box on the proxy form for each of the proposed resolutions.

If the Chairman of the AGM is appointed as your proxy or becomes your proxy by default, the Chairman intends to vote all available undirected proxies in favour of each item of business (where permissible).

If you appoint the Chairman of the AGM as your proxy, and you do not direct your proxy how to vote on the resolution set out in item 3 or 4 on the proxy form, you will be expressly authorising the Chairman of the AGM to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

If:

  • you appoint someone other than the Chairman of the AGM as your proxy and direct them how to vote on the proposed resolutions, and
  • your nominated proxy does not attend the AGM, or does not vote on your behalf on the proposed resolutions,

then the Chairman of the AGM will cast your votes on a poll as directed (where permissible).

Other KMP as proxy

If you appoint a director (other than the Chairman of the AGM) or another member of the KMP (or a Closely Related Party of a member of the KMP) as your proxy, you should direct them how to vote on the resolutions set out in items 3 and 4 by marking the appropriate boxes. If you do not do so, your proxy will not be permitted to vote on your behalf on the resolutions set out in items 3 and 4.

By order of the board.

Marissa Bendyk
Company Secretary

PDF downloads

Please find more information in ‘Explanatory notes’ and ‘Questions for Shareholders and definitions’ in downloads below.

2020 AMP AGM
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