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AMP¶s hopes of landing rival wealth manager AXA Asia Pacific through its renewed $14.6
billion takeover bid received took a significant step forward this morning after a majority of its
target¶s directors agreed to back the offer.

Five out of AXA AP¶s six independent board members, including chairman Rick Allert who
helped rebuff AMP¶s last two attempts, have swung behind the new offer which was formally
lobbed yesterday by the Sydney-based fund manager.

However, one unnamed director has yet to be convinced of the merits of the deal and is seeking
further information before coming to a decision. AMP is hoping that the delay will only be
temporary before getting the necessary unanimous backing of AXA¶s board.

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 had gained nine cents, or 1.46 per cent, to $6.26. j 

 were trading six cents, or 1.1 per cent, higher at $5.51.

Mr Allert, who extracted a benchmark $6.43-a-share offer from National Australia Bank to
thwart AMP¶s last move on his company only to see the competition regulator block the bank¶s
agreed merger, said this morning that the latest proposal was in the best interests of AXA¶s
minority shareholders.

The underpinning of the potential downside of the offer through a share price protection
arrangement with AMP¶s partner AXA SA of France had been crucial in persuading the directors
to get behind the new bid, he indicated.

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-A majority of the independent directors believe [the] proposal provides minority shareholders
with appropriate value for their investment in AXA AP, supported by significant downside
protection,´ said Mr Allert in a statement to the ASX today.

AXA SA currently owns 53 per cent of the Australian and New Zealand wealth manager and will
pay $10.6 billion to buy AXA AP¶s flourishing Asian businesses once the deal goes through.

That is $800 million more than what it had agreed to contribute when the French company had
previously teamed up with NAB and before that AMP when it put AXA AP into play last year.

AXA AP refused to disclose the name of the independent director who has yet to make up their
mind about AMP¶s offer. Led by Mr Allert, the other independent board members are Patricia
Akopiantz, Michael Butler, Paul Cooper, Tony Froggatt and Peter Sullivan.

The other directors, AXA AP chief executive Andrew Penn and the AXA SA nominated board
members Paul Sampson and John Dacey have been excluded from the decision-making process
given their direct involvement in the business.

In their statement this morning, the five independent directors said the $6.43 a share offer from
AMP represented a 50 per cent premium to the last closing price of AXA AP¶s shares at $4.30
before the new bid was put to the board last week.

Mr Allert said the board had -carefully and thoroughly examined´ the value and the terms of the
offer which in the end had been enough to sway him and four of his colleagues.

The offer, though, requires all of the directors to unanimously support the deal and the remaining
independent director was seeking further information -before determining their position on the
proposal´.

If the remaining director falls into line the offer can then be put to AXA AP¶s minority
shareholders. Their support would see the creation of a fifth pillar in the wealth management
industry to take on the major banks with the merged AMP and AXA AP being the largest player
in the market.

The deal would also bring together two of the oldest financial services operators in the country,
AMP and the previous National Mutual business, based in Melbourne, that became AXA AP
after AXA SA took a majority shareholding in the company.

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