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• the Australian register which you wish to trade on an exchange other than the ASX; or

• the NZ register which you wish to trade on an exchange other than the NZSE.

More than three joint holders of Shares:

If Shares are owned by more than three persons, AMP Limited treats the three persons whose names appear first on its register as the registered holders of the Shares. AMP Limited may disregard any other joint holders.

Shareholding limitations: Before the Listing Date, under the Articles of Association and the AMP Act, a person must not acquire Shares or dispose of Shares if any person who is not entitled to any Shares or is entitled to no more than the aggregate of:

• the number of Shares issued to a Former Member on 1 January 1998;

• any additional Shares issued to that person;

and

• any Shares transferred to that person with the approval of the Board,

would, immediately after the acquisition or disposal, be entitled to at least one Share more than the above aggregate. For the purposes of this summary, this limitation is called the pre-listing limitation. This limitation will not be breached as a result of any entitlement to Shares which arose upon, or as a result of, the issue of Shares on 1 January 1998.

Before the Listing Date, a person will be taken to be entitled to Shares which, in the Board’s opinion, relate to any agreement, arrangement or understanding the effect (or the intended effect) of which is, in the Board’s opinion, to give the person a substantial “economic interest”

in, or equivalent to, those Shares. An “economic interest” refers to an interest in the dividends or proceeds of sale of Shares which does not amount to a relevant interest (as that term is defined in the Corporations Law). Something that is equivalent to an “economic interest”

could include swap arrangements in respect of Shares. The Board’s powers in relation to shareholding limitations may be exercised by it in its absolute discretion.

The Articles of Association provide that between the Listing Date and five years later, a person must not acquire Shares or dispose of Shares if any person who is not entitled to any Shares or is entitled to less than 5% of the Shares would, immediately after the acquisition or

disposal, be entitled to 5% or more of the total number of Shares. The AMP Act imposes an equivalent restriction from the time the AMP Society demutualised until one year after the Listing Date, unless it is extended by regulation for up to one year. For the purposes of this summary, these limitations are called the post-listing limitations.

The words “acquire”, “dispose” and “entitled”

have the same meanings as they have in Chapter 6 of the Corporations Law. (Note: These terms are very wide and, for example, are likely to include an agreement, arrangement or understanding entered into by a Shareholder with any other person relating to the transfer of any interest in Shares, or the exercise of voting rights attached to Shares.)

Neither the pre nor the post-listing limitations apply to:

• AMP Limited or its subsidiaries or Directors (in that capacity); or

• between the time the AMP Society

demutualised and one year after the Listing Date, a person nominated by the Board; or

• a Shareholder disposing of Shares under the Facility.

The Board may:

• specify that either or both limitations do not apply to a particular person; or

• change the limitations to a different percentage for a particular person.

After the post-listing limitation in the AMP Act expires, a Shareholder or Shareholders may be exempted from the post-listing limitation by a special resolution in general meeting.

Any person who is entitled to too many Shares in breach of either limitation must immediately cause their entitlement to be reduced to less than the limit.

If a person is entitled to Shares in excess of the limit contained in either shareholding limitation, each Share which the person is entitled to is called a “default Share”. During the operation of the limitations in the AMP Act, the voting, dividend and winding-up rights attached to all default Shares will be automatically suspended.

After that time, the voting, dividend and winding-up rights attached only to those default Shares in excess of the limit will be automatically suspended. AMP Limited is not liable to pay interest in respect of any suspended dividend.

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Before the Listing Date, the Board can sell such number of a Shareholder’s default Shares as will ensure that, after the disposal, none of the remaining Shares is a default Share. Such Shares may be sold to any person the Board chooses for A$1 each. The sale proceeds (less costs) will be remitted to the former holder of the default Shares one year after the Listing Date.

For five years after the Listing Date, the Board may give a Shareholder notice requiring the Shareholder to dispose of such number of their default Shares as will ensure that, after the disposal, none of their remaining Shares is a default Share. If the Shareholder does not comply with the notice, the Board may dispose of the number of default Shares specified in the notice. The sale proceeds (less costs) will be remitted to the former holder of the default Shares.

Transfer of Shares: Until a date determined by the Board (which cannot be later than the Listing Date), Shareholders may not transfer their Shares unless the transfer is approved by the Board and falls within a number of circumstances specified in the Articles of Association.

Listing: If the Shares are not listed within 22 months (or a longer period allowed by the Australian Taxation Office) after 20 November 1997, the Board must put forward a proposal for consideration at a general meeting of AMP Limited.

Entrenchment of certain provisions: Certain provisions of the Memorandum of Association and the Articles of Association have been entrenched by the Memorandum of Association including the provisions dealing with: transfer of Shares; the prohibition on certain entitlements to Shares; quorums for general meetings other than an annual general meeting and for certain proposed resolutions at an annual general meeting; and the qualification and retirement of Directors. This means that these provisions may not be altered, added to or deleted before the Listing Date, except by a special resolution at a general meeting of AMP Limited and where either:

• the Board has consented to the alteration, addition or deletion of the provisions; or

• the special resolution is passed at a general meeting at which not less than 75% of all Shareholders have voted on the special resolution in person or by proxy.

9.2 AMP acquisition of Shares

The Company Law Review Bill provides that the ASC may exempt a company from the operation of the proposed section 259C of the Corporations Law (which would make void the issue or transfer of shares or units of shares of a company to an entity it controls). If the Bill is enacted, AMP Limited intends to apply for such an exemption for the conduct of its asset management business.

9.3 AMP Foundation and AMP Overseas Members Trust

The AMP Foundation is a trust established for the benefit of Unverified Members and for charitable and community purposes. It includes a power to pay income of the trust to certain bodies (for example, sporting or educational bodies) which will promote the AMP name and brand.

The trustee, AMP Foundation Limited, is a company limited by shares and guarantee. It is not a related body corporate of AMP Limited, but AMP Limited has the power to remove and replace the trustee.

The AMP Overseas Members Trust was established for the benefit of Former Members (other than Unverified Members) who, according to the AMP Society’s register at 12 December 1997, lived in a country other than Australia, NZ or the UK. The trustee is AMP Foundation Limited.

At 31 March 1998, the trustee held:

• 21,279,481 Shares in respect of Unverified Members;

• 5,881,422 Shares in respect of Overseas Members; and

• 2,500,000 Shares issued to the AMP Foundation on 1 January 1998.

There has been a further injection of A$30 million of cash.

9.4 Interests of Directors and Experts Details of the Directors’ holdings of Shares and the Chief Executive Officer’s service contract are set out in Section 4.

Other than as set out below or elsewhere in this Prospectus:

• no Director or proposed Director and no firm in which a Director or proposed Director is or was at the relevant time a partner has, or has had in the two years before lodgment of this Prospectus with the ASC, an interest in the promotion of AMP Limited, or in any S e c t i o n 9 A d d i t i o n a l I n f o r m a t i o n

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property proposed to be acquired by AMP Limited in connection with its formation or promotion; and

• no amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director or proposed Director (or to any firm in which he or she is or was a partner) either to induce him or her to become, or to qualify him or her as, a Director, or otherwise for services rendered by him or her or by the firm in connection with the promotion or formation of AMP Limited.

Mr Crammond is Chairman of the Australian and NZ investment banking activities of ABN AMRO Australia Limited. ABN AMRO Rothschild is a Co-Lead Manager.

Except for the fees and amounts agreed to be paid and the interests set out below, no expert or firm in which any expert is a partner or principal has any interest or has been or has agreed to be paid any amount which must be disclosed under subsection 1021(6) of the Corporations Law.

Ernst & Young and KPMG have acted as

Investigating Accountant, prepared an Investigating Accountant’s Report for inclusion in the IOM and provided related services. Ernst & Young ABC Pty Limited and KPMG Actuaries Pty Limited have acted as Investigating Actuaries and prepared Attachment 2 to the Investigating Accountant’s Report for inclusion in the IOM. The Investigating Accountant, Ernst & Young ABC Limited and KPMG Actuaries Pty Limited will be paid total fees for this work of A$4.4 million up to the date of this Prospectus and will receive further payments in accordance with their normal time based charges.

Ernst & Young have acted as auditor of AMP for the last two years and provided additional services in connection with the demutualisation of AMP. KMPG Corporate Finance (NSW) Pty Limited acted as Independent Financial Expert in connection with the demutualisation of AMP.

9.5 Consents

The following parties have given written consent (which has not been withdrawn at the time of lodgment of this Prospectus with the ASC) in the following terms:

Credit Suisse First Boston Australia Limited and Deutsche Morgan Grenfell Australia Limited have given their consent to be named in this Prospectus as Joint Lead Managers in the form and context in which they are named.

They have not caused or authorised the issue of this Prospectus. Each of them makes

no representation regarding, and takes no responsibility for, any statements in or omissions from this Prospectus.

First Pacific Stockbrokers Limited (to be renamed Credit Suisse First Boston Australia Equities Limited) and Deutsche Morgan Grenfell Securities Australia Limited have given their consent to be named in this Prospectus as JLM Brokers in the form and context in which they are named. ABN AMRO Rothschild, Cazenove & Co. and SBC Warburg Dillon Read Australia Equities Limited consent to be named as Co-Lead Managers in the form and context in which they are named.

Macquarie Underwriting Limited, Merrill Lynch International (Australia) Limited, Ord Minnett Corporate Finance Limited, Salomon Smith Barney Australia Securities Pty Limited and J B Were &

Son consent to be named as Australian and NZ Co-Managers in the form and context in which they are named. They have not caused or authorised the issue of this Prospectus, or been involved in the preparation of any part of this Prospectus except for that part where each of them is named as a JLM Broker, a Co-Lead Manager or an Australian and NZ Co-Manager.

Each of them makes no representation regarding, and takes no responsibility for, any statements in or omissions from this Prospectus.

Each of the Joint Lead Managers, JLM Brokers, Co-Lead Managers and Australian and NZ Co-Managers:

• does not make, or purport to make, any statement in this Prospectus; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name.

Minter Ellison has given its consent to be named in this Prospectus as Australian legal adviser to AMP Limited in the form and context in which it is named.

Chapman Tripp Sheffield Young has given its consent to be named in this Prospectus as NZ legal adviser to AMP Limited in the form and context in which it is named.

Freshfields has given its consent to be named in the UK version as English legal adviser to AMP Limited in the form and context in which it is named.

Corporate Registry Services Pty Limited has given its consent to be named in this Prospectus as Share Registrar in the form and context in which it is named.

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Allen Allen & Hemsley has given its consent to be named in this Prospectus as Australian legal adviser to the Joint Lead Managers in the form and context in which it is named.

Each of Minter Ellison, Chapman Tripp Sheffield Young, Freshfields, Ernst & Young ABC Pty Limited, KPMG Actuaries Pty Limited, Allen Allen

& Hemsley and Corporate Registry Services Pty Limited:

• has not authorised or caused the issue of this Prospectus;

• does not make, or purport to make, any statement in this Prospectus; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name.

Ernst & Young has given its consent to all references in this Prospectus to the Audited Statements and to Ernst & Young having audited them.

Each of Ernst & Young and KPMG:

• has given its consent to the inclusion of and takes responsibility for the Investigating Accountant’s Report and to all references to that report in this Prospectus in the form and context in which it is included;

• has given its consent to be named in this Prospectus as Investigating Accountant;

• has not authorised or caused the issue of this Prospectus;

• does not make, or purport to make, any statement in this Prospectus other than in its expert’s report; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any other statement in this Prospectus.

9.6 ASC modifications and exemptions The ASC has granted a number of modifications of, and exemptions from, the Corporations Law, including:

• modifying section 1030 to ensure that Shareholders and the JLM Brokers are not subject to subsections 1030 (2), (4) and (6) in respect of this Prospectus and exempt Shareholders from compliance with Division 3A of Part 7.12;

• relief from sections 1025, 1026 and 1078 to permit AMP Limited, Directors and executives

of AMP Limited, advisers to AMP and persons who publish a notice or report which has been prepared by AMP Limited, to publish before this Prospectus is registered a notice or report that:

– appropriately describes the Facility; or – refers or calls attention (directly or

indirectly) to the Prospectus, subject to certain conditions;

• modifying subsection 1024F to allow the Prospectus to summarise or identify the contents of parts of the IOM for the purpose of including by reference parts or all of the IOM on certain conditions;

• modifying section 1020 to allow application forms to be personalised and to accompany the Prospectus rather than be attached to it;

• exempting AMP Limited and its associates, the JLM Brokers and their associates and the Share Registrar from section 615 to enable Selling Shareholders to sell their Shares through the Facility; and

• modifying subsection 1025(2) to allow AMP Limited to publish, using radio, television, internet or print, a notice that offers Shares for sale, invites offers to buy Shares or refers to such offers or invitations, on certain conditions.

9.7 ASX waivers and exemptions AMP Limited expects to seek the following waivers from the ASX Listing Rules which, if granted, may be subject to conditions:

• a waiver from Listing Rules 6.8 and 6.9 to allow for the voting rights applicable to the deferred shares provisions in the Articles of Association; and

• a waiver from Listing Rule 7.10 to the extent necessary so that for a period of five years from the Listing Date, AMP Limited may, in accordance with the Articles of Association, refuse to allot securities to a person if, as a result of allotment, that person might be entitled to more than 5% of the issued Shares, on condition that AMP Limited allots them to a nominee for disposal for the benefit of the person who would have been entitled to them.

AMP Limited has requested or expects to also request the ASX to:

• form the opinion, under Listing Rule 6.1, that the terms that apply to each class of deferred shares are appropriate and equitable;

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• approve, under Listing Rule 6.2, the terms of both classes of deferred shares as additional classes of ordinary securities;

• form the view that the 5% ownership

restriction (including exemptions therefrom) is acceptable to the ASX pursuant to Condition 1 of Listing Rule 1.1 on condition that if any subsidiary of AMP Limited holds more than 5% of the issued Shares, voting rights are capped at 5% for that subsidiary (see Shareholding Limitations in Section 9.1);

• approve as appropriate and equitable, in accordance with Listing Rules 6.10.5 and 6.12.3, the disenfranchisement and divestment provisions supporting the 5% ownership restriction in the Articles of Association;

• provide a deferred settlement market for trading in the Shares for three trading days from and including the Listing Date, on certain conditions;

• approve conversion pursuant to Article 3.5 of the Articles of Association of Shares into either class of deferred shares in conjunction with the above waivers, on conditions

including that shares in either class of deferred shares may only be issued following

conversion of Shares in accordance with the Articles of Association, where the Board is of the opinion that conversion will result in a material benefit being received by all holders of ordinary securities in AMP Limited; and

• not set a despatch date for Shares sold through the Facility, on condition that AMP Limited sends routine transaction statements (not covering transfers registered in late June 1998) in early July 1998.

9.8 Indemnification of Directors and officers The Articles of Association provide that AMP Limited indemnifies every person who is, or

9.8 Indemnification of Directors and officers The Articles of Association provide that AMP Limited indemnifies every person who is, or

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