AMP LIMITED — Major Shareholding Notification 2007

Dec 9, 2007

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Date: 7th December 2007

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 3

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671B of the Corporations Law, AMP Limited discloses a substantial holding in Marion Energy Limited.

The enclosed ASIC Form 603 discloses all required details.

Yours faithfully,

Justin Christopher Head of Custody BNP Paribas Securities Services Phone: 02 9222 0029

BNP PARIBAS FUND SERVICES AUSTRALASIA PTY LTD Level 6 60 Castlereagh Street Sydney NSW 2000 Australia PO BOX R209 Royal Exchange NSW 1225 Australia Tel: +61 2 9222 0000 - Fax: +61 2 9222 0255

ABN 71 002 655 674

Form 603 Corporations Law Section 671B Notice of Initial Substantial Holder

To: Marion Energy Limited ACN/ARSN: 000 031 292

1. Details of substantial holder

Name: AMP Limited (ACN 079 354 519) and its related bodies corporate. The holder became a substantial holder on 5th December 2007

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest on the date the substantial holder became a substantial holder are as follows:

Class of securities Number of Securities Persons’ votes Voting power Fully Paid Ordinary 17,173,375 17,173,375 5.75%

3. Details of relevant interests

The nature of relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interests	Class and number of securities	Person's votes affected
AMP Life Limited ("AMP Life")	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name. AMP Life is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary: 14,863,581	14,863,581
AMP Capital Investors Limited ('AMP Capital')	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name in Paragraph 4, has the power to control voting and/or the disposal of securities. AMP Capital is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary: 1,636,344	1,636,344
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Small Companies Fund	AMP Capital Investors Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Ordinary: 673,450	673,450
Total: 17,173,375

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	Fully Paid Ordinary: 14,863,581	14,863,581
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Ordinary: 1,100,000	1,100,000
	Goldman Sachs	AMP Capital Investors Australian Equity Long Short Fund	Fully Paid Ordinary: 352,616	352,616
	National Nominees Pty Limited	Commonwealth Bank Officers Superannunation Corporation Pty Ltd as trustee for the Officers' Superannuation Fund	Fully Paid Ordinary: 183,728	183,728
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Small Companies Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Ordinary: 673,450	673,450
	Total: 17,173,375

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
4-Oct-2007 to 5-Dec-2007	AMP Capitial Investors Limited	$646,446.20	Fully Paid Ordinary 673,450
16-Oct-2007 to 5-Dec-2007	AMP Life Limited	$2,160,000.00	Fully Paid Ordinary 2,400,000
3-Oct-2007 to 5-Dec-2007	Cogent Nominees Pty Limited	$1,074,834.34	Fully Paid Ordinary 1,100,000
18-Oct-2007 to 5-Dec-2007	Cogent Nominees Pty Limited	$317,354.40	Fully Paid Ordinary 352,616
26-Oct-2007 to 6-Dec-2007	Commonwealth Bank Officers Superannunation Corporation Pty Ltd A/T for the Officers' Superannuation Fund.	$416,196.00	Fully Paid Ordinary 462,440

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable) Nature of association

_Name and ACN(if applicable) _	Nature of association
AMP Life Limited (ACN 079 300 379)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.
AMP Capital Investors Limited (ACN 001 777 591)	Related bodies corporate of AMP Limited under Part 1.2 of the Corporations Law.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AMP Life Limited	Level 24, 33 Alfred Street, Sydney NSW 2000
AMP Capital Investors Limited	Level 22, 33 Alfred Street, Sydney NSW 2000
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000
Commonwealth Bank Officers Superannuation Corporation	9th Floor, 48 Martin Place, Sydney NSW 2000
Goldman Sachs Asia LLC	68th Floor, 2 Queens Road, Central Hong Kong
National Nominees Pty Limited	271 Collins Street, Melbourne VIC 3000

This Initial Substantial Holder Notice (ASIC Form 603) comprises 2 page/s in total.