AMP : Divestment of Infrastructure Debt Platform

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ASX RELEASE | 24 December 2021

PrivateMarketsCo divestment of Infrastructure Debt platform

AMP's Private Markets business, PrivateMarketsCo, today entered into a binding agreement to sell its Infrastructure Debt platform to Ares Holdings LP, a subsidiary of Ares Management Corporation ("Ares") (NYSE: ARES), for a total cash consideration of A$428 million.

The agreement follows PrivateMarketsCo's strategic decision to focus on its key strength of managing equity investments in real estate and infrastructure, while also simplifying its structure and realising significant value from the proposed transaction to support the growth of these businesses.

The transaction follows the update provided at AMP's Investor Day on 30 November 2021 that strong progress has been made on operationally separating PrivateMarketsCo from AMP. The demerger remains on track to complete in late 1H 22.

This transaction values Infrastructure Debt at approximately A$578 million comprising:

• A$428 million in cash representing:

1. A$375 million for the Infrastructure Debt platform including future infrastructure debt funds, and the right to provide management and sub-advisory services to closed funds

IDF I - IDF IV

1. A$38 million for rights to the carried interest for open infrastructure debt funds

• 1. A$15 million for the purchase of PrivateMarketsCo's funded sponsor investment in open infrastructure debt funds
• Approximately A$150 million of sponsor investments (A$66 million) and rights to carried interest1 (A$84 million, subject to performance hurdles being met) in closed infrastructure debt funds IDF II - IDF IV which will be retained by PrivateMarketsCo.

The cash proceeds from the sale will strengthen the capital position of the AMP Group. Separation of the balance sheet and allocations of surplus capital between AMP Limited and PrivateMarketsCo is continuing as part of the demerger preparations, with a further update to be provided closer to the date of the demerger.

In addition, the transaction will cease the future capital requirements for PrivateMarketsCo for the Infrastructure Debt platform.

Shawn Johnson, PrivateMarketsCo Chief Executive commented:

"This transaction provides strong outcomes for both our Infrastructure Debt clients and our shareholders. Infrastructure Debt will further accelerate its growth as part of Ares' global alternative investment platform, benefitting the clients who have supported it through its early stages under our ownership.

1 Episodic earnings from performance fees / carried interest are uncertain and driven by investment performance.

	CORPORATE AFFAIRS
	T 02 9257 6127
AMP LIMITED	E [e-mail]
33 Alfred Street, Sydney NSW 2000 Australia	W AMP.com.au/media
ABN 49 079 354 519	AMP_AU

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"PrivateMarketsCo and AMP will realise significant value from the divestment, as well as retaining our valuable sponsor investments and carried interest in the closed Infrastructure Debt funds. This will provide a strong revenue stream in coming years as we demerge PrivateMarketsCo and accelerate the momentum in our business.

"Our Infrastructure Debt team has been closely involved and are supportive of the transaction and are committed to ensuring clients' interests are protected. We are working through a swift separation and transition to minimise disruption for clients and our demerger process.

"PrivateMarketsCo's go-forward business will be focused on our key strength in managing equity investments in real estate and infrastructure with A$44 billion in AUM, and a pipeline for developing new products that meet the needs of our clients."

The transaction is expected to complete in Q1 2022 and is subject to the transfer of key employees, applicable client and fund financier consents, no material adverse effect occurring and other customary conditions precedent.

On completion, the entire Infrastructure Debt investment strategy, including A$7 billion in invested AUM2 on behalf of clients globally, and its investment team will transfer to Ares.

About PrivateMarketsCo

PrivateMarketsCo is a global investment manager with approximately A$50 billion in assets under management as of 30 June 2021 and more than 100 investment professionals supporting clients around the world. PrivateMarketsCo has a heritage and strength in real estate and is one of the top 10 infrastructure equity managers globally. To find out more, visit www.privatemarketsco.com.

About Ares Management Corporation

Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, private equity, real estate and infrastructure asset classes. We seek to provide flexible capital to support businesses and create value for our stakeholders and within our communities. By collaborating across our investment groups, we aim to generate consistent and attractive investment returns throughout market cycles. As of September 30, 2021, Ares Management Corporation's global platform had approximately US$282 billion of assets under management, with approximately 2,000 employees operating across North America, Europe, Asia Pacific and the Middle East. For more information, please visit www.aresmgmt.com. Follow Ares on Twitter @Ares_Management.

2 AUM is provided as at 30 June 2021; invested AUM includes advised and managed funds; excludes uncalled commitments

	CORPORATE AFFAIRS
	T 02 9257 6127
AMP LIMITED	E [e-mail]
33 Alfred Street, Sydney NSW 2000 Australia	W AMP.com.au/media
ABN 49 079 354 519	AMP_AU

For personal use only

Media enquiries		Investor enquiries
AMP: Mark Roberts		Jason Bounassif
Mobile: [phone]		Phone: [phone]
PrivateMarketsCo: Lara Evans		Michael Vercoe
Mobile: [phone]		Phone: [phone]

Authorised for release by the Market Disclosure Committee.

	CORPORATE AFFAIRS
	T 02 9257 6127
AMP LIMITED	E [e-mail]
33 Alfred Street, Sydney NSW 2000 Australia	W AMP.com.au/media
ABN 49 079 354 519	AMP_AU

onlyPRIVATEMARKETSCO STRATEGY UPDATE

use24 December 2021 ersonal

P r i v a t e M a r k e t s C o S t r a t e g y U p d a t e

CAPITALISING ON KEY STRENGTHS

LEADING PRIVATE MARKETS BUSINESS FOCUSING ON OUR KEY STRENGTH MANAGING EQUITY INVESTMENTS IN REAL ESTATE AND INFRASTRUCTURE

PrivateMarketsCo

1. AUM is provided as at 30 June 2021; invested AUM excluding uncalled commitments, includes JV-related AUM excluding China Life AMP Asset Management Company	2

only	Real Estate	Infrastructure Equity	•	Global real estate and infrastructure platform ~A$44 billion AUM1
•	Over 90 investment professionals focused on asset origination and
use	A$24.7bn	A$19.0bn
	active asset management
Invested AUM1	Invested AUM1	•	Over 280 institutional clients located in the largest global markets
	New product opportunities		Transaction to accelerate the growth trajectory of the business:
					Capital to support pipeline of new product opportunities
ersonal					
			Talented		Enhanced ESG focus through focus on active asset management
Embedded	Strong	Focused Cost
People &		Strong balance sheet support post demerger
ESG	Balance Sheet	Management
Aligned Rem
				Simplified operating model and reduced risk of conflicts
	Demerger			Demerger remaining on track for 1H 22