AGM details

Having regard to the potential health risks associated with large gatherings, the 2021 Annual General Meeting (AGM) was held online on Friday, 30 April 2021 from 10.00am (Sydney time). With over 700,000 shareholders located across Australia and the world, our online AGM provided shareholders the opportunity to participate regardless of their location by utilising technology to view, vote and ask questions.
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Webcasts, transcripts & results

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.

More Details (PDF 439KB)
Results of the AMP Limited Annual General Meeting
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2021 AMP Annual General Meeting transcript
PDF
315kb
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2021 Annual General meeting webcast
Webcast
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2021 Annual General Meeting Chairman address
Link
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2021 Annual General Meeting CEO presentation
PPTX
7.3mb
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Withdrawal of Resolution 4 from 2021 Notice of Annual General Meeting
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130kb
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AMP Notice of Meeting 2021 Annual General Meeting documents
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1.2mb
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Items of business
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 2020.

Item 2: Election of director

To elect Kathryn (Kate) McKenzie as a director.

Item 3: Adoption of Remuneration report

To adopt the Remuneration report for the year ended 31 December 2020.

Item 4: Approval of the CEO’s long-term incentive for 2021

To approve the acquisition by the Chief Executive Officer of AMP Limited, Francesco De Ferrari, of 1,334,141 performance rights as his long term incentive for 2021, as described in the explanatory notes to the notice
convening the meeting.

Item 5: Spill resolution (conditional item)

That, subject to and conditional on at least 25% of the votes validly cast on the resolution to adopt the Remuneration report for the year ended 31 December 2020 being cast against the adoption of the report:

  1. an extraordinary general meeting of AMP Limited (the ‘spill meeting’) be held within 90 days after the passing of this resolution;
  2. all of the directors who were directors of AMP Limited when the resolution to make the Directors’ report for the year ended 31 December 2020 was passed (other than the chief executive officer and managing director), and who remain in office at the time of the spill meeting, cease to hold office immediately before the end of the spill meeting; and
  3. resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.

This resolution will only be put to the AGM if at least 25% of the votes validly cast on the resolution proposed in item 3
are against that resolution. If you do not want a spill meeting to take place, you should vote ‘against’ item 5. If you want
a spill meeting to take place, you should vote ‘for’ item 5.

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

Note: Voting exclusions for the resolutions set out in items 3 and 5

In accordance with the Corporations Act, no votes may be cast, and AMP will disregard any votes cast, on the resolutions set out in item 3 or item 5:

  • 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 2020 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
  • the vote is cast by the Chair of the AGM and the proxy form expressly authorises the Chair to exercise the proxy and vote as the Chair decides even though the resolution is connected directly or indirectly with the remuneration of members of the KMP.

Please read the information under the heading ‘Chair of the AGM as proxy’, which deals with the Chair’s voting of proxies on the resolutions set out in items 3 and 5.

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)
  • 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
  • by the Chair of the AGM as proxy for a shareholder who is entitled to vote on the resolution, in accordance with an express authorisation given to the Chair to exercise the proxy as the Chair decides
  • 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
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please read the information under the heading ‘Chair of the AGM as proxy’, which deals with the Chair’s voting of proxies on the resolution set out in item 4.

How to Vote

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

  • participating in the AGM and voting online
  • appointing a proxy, representative or attorney to vote on your behalf at the AGM.

The board has determined that you will be entitled to participate and vote at the AGM if you are a registered shareholder of AMP at 7.00pm (Sydney time) on Wednesday 28 April 2021. 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 participate and vote at the AGM may appoint a proxy to participate 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’s share registry no later than 10.00am (Sydney time) on Wednesday 28 April 2021.

Submitting your proxy form

You can submit your proxy form in the following ways:

  • Online by visiting www.investorvote.com.au. You will need the control number and holder number shown on your proxy form to submit your form online. To access voting online, 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. 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 a personalised link by email follow the instructions set out in the email.
  • Participating intermediaries can lodge their form online through www.intermediaryonline.com.
  • By posting it 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 3, 60 Carrington Street, Sydney NSW 2000, Australia
    New Zealand: Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
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 participating in the AGM, the representative will need to provide adequate evidence of their appointment to the AMP share registry before the meeting in order to receive registration details so that they can then participate online and represent the shareholder. 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).

Chair 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 Chair of the AGM is appointed as your proxy or becomes your proxy by default, the Chair intends to vote all available undirected proxies in favour of each item of business (where permissible), except the conditional spill resolution in item 5. If the spill resolution is put to the vote at the meeting, the Chair of the AGM intends to vote
against that resolution.

If you appoint the Chair of the AGM as your proxy, and you do not direct your proxy how to vote on the resolutions set out in items 3, 4 or 5 on the proxy form, then by completing and submitting the proxy form, you will be expressly authorising the Chair 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 Chair of the AGM as your proxy and direct them how to vote on the proposed resolutions
  • your nominated proxy does not participate in the AGM, or does not vote on your behalf on the proposed resolutions,

then the Chair of the AGM will become your proxy by default and will cast your votes on a poll as directed (where permissible).

Other KMP as proxy

If you appoint a director (other than the Chair 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, 4 and 5 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, 4 and 5.

By order of the board.

Marissa Bendyk
Company Secretary
15 March 2021

PDF downloads

Please find more information in ‘Explanatory notes’ and ‘Notice of meeting’ in downloads below.

Explanatory notes
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Notice of meeting
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600kb
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Questions from shareholders and definitions
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2.4mb
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