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.
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:
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.
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
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.
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.
To receive and consider the financial report, the directors’ report and the auditor’s report for the year ended 31 December 2019.
(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.
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.
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.
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.
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.
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:
unless the vote is cast as proxy for a person who is entitled to vote on the relevant resolution and:
AMP will disregard any votes cast on the resolution set out in item 4:
unless the vote is cast:
AMP will disregard any votes cast in favour of the resolutions set out in item 5 and item 6 by or on behalf of:
However, this does not apply to a vote cast in favour of the resolution set out in item 5 or item 6 by:
As a shareholder, you can vote on the items of business by:
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.
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.
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.
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
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
can lodge their proxy form online through www.intermediaryonline.com
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.
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).
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.
then the Chairman of the AGM will cast your votes on a poll as directed (where permissible).
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.
Please find more information in ‘Explanatory notes’ and ‘Questions for Shareholders and definitions’ in downloads below.