AMP LIMITED — Major Shareholding Notification 2007

Nov 22, 2007

==> picture [124 x 44] intentionally omitted <==

Date:

23rd November 2007

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 4

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Dear Sir/Madam,

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

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: Goodman Group ACN/ARSN: 000 123 071

1. Details of substantial holder

Name: AMP Limited (ACN 079 354 519) and its related bodies corporate.

The holder became a substantial holder on 21st November 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 Stapled Securities	86,890,208		86,890,208		5.07%

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 Stapled Securities: 33,917,486	33,917,486
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 Stapled Securities: 49,837,728	49,837,728
AMP Capital Investors Limited as Responsible Entity of the EFM Listed Property Fund 1	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 Stapled Securities: 1,543,302	1,543,302
AMP Capital Investors Limited as Responsible Entity of the EFM Australian Share Fund 2	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 Stapled Securities: 1,047,849	1,047,849
AMP Capital Investors Limited as FD Global Property Securities Fund 1	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 Stapled Securities: 354,300	354,300
AMP Capital Investors Limited as Responsible Investment Leader Australian Share 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 Stapled Securities: 189,543	189,543
Total: 86,890,208

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 Stapled Securities: 33,917,486	33,917,486
AMP Capital Investors Limited	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities: 23,512,757	23,512,757
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities: 12,472,300	12,472,300
	Cogent Investment Operations Pty Limited	Cogent Investment Operations Pty Limited	Fully Paid Stapled Securities: 892,068	892,068
	National Nominees Pty Limited	Nikko AMP Global REIT Fund	Fully Paid Stapled Securities:8,039,188	8,039,188
	The Northern Trust Company	DBS Global Property Sector Fund	Fully Paid Stapled Securities: 404,227	404,227
	The Northern Trust Company	AMPCI KGR Reit Ex US Fund	Fully Paid Stapled Securities: 7,355	7,355
	The Northern Trust Company	AMPCI KGR Reit USD Fund	Fully Paid Stapled Securities: 69,114	69,114
	Citicorp Nominees Pty Limited	Stichting Pensionfonds Hoogovens	Fully Paid Stapled Securities: 97,119	97,119
	Goldman Sachs	AMP Capital Investors Australian Equity Long Short Fund	Fully Paid Stapled Securities: 443,045	443,045
	JP Morgan Nominees Australia Limited	Stichting Pensionfonds ABP	Fully Paid Stapled Securities: 698,939	698,939
	JP Morgan Nominees Australia Limited	QLD Local Government Superannuation Board	Fully Paid Stapled Securities:2,678	2,678
	JP Morgan Nominees Australia Limited	State Authority Superannuation Enhanced Index Share Fund	Fully Paid Stapled Securities: 795,859	795,859
	National Nominees Pty Limited	Government Employees Superannuation Board	Fully Paid Stapled Securities: 474,911	474,911
	National Nominees Pty Limited	Government Employees Superannuation Board of WA -SustainableFund	Fully Paid Stapled Securities: 107,905	107,905
	National Nominees Pty Limited	Telstra Listed Property Trust	Fully Paid Stapled Securities: 1,820,263	1,820,263
AMP Capital Investors Limited as Responsible Entity of the EFM Listed Property Fund 1	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 1,543,302	1,543,302
AMP Capital Investors Limited as Responsible Entity of the EFM Australian Share Fund 2	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 1,047,849	1,047,849
AMP Capital Investors Limited as FD Global Property SecuritiesFund1	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 354,300	354,300
AMP Capital Investors Limited as Responsible Investment Leader Australian Share Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities: 189,543	189,543
	Total: 86,890,208

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
AMP Capitial Investors Limited	23-Jul-2007 to 21-Nov- 2007	$317,694.70	Fully Paid Stapled Securities 92,532
AMP Life Limited	25-Jul-2007 to 13-Nov- 2007	$54,727,260.80	Fully Paid Stapled Securities 8,117,931
AMPCI KGR Reit Ex US Fund	14-Aug-2007 to 13-Nov- 2007	$49,709.29	Fully Paid Stapled Securities 7,812
AMPCI KGR Reit USD Fund	13-Aug-2007 to 14-Nov- 2007	$476,879.61	Fully Paid Stapled Securities 69,114
Cogent Investment Operations Pty Limited A/c>	8-Aug-2007 to 21-Nov- 2007	$2,522,864.23	Fully Paid Stapled Securities 390,160
Cogent Nominees PtyLimited	23-Jul-2007 to 21-Nov- 2007	$43,038,459.89	Fully Paid Stapled Securities 6,685,552
Cogent Nominees Pty Limited	26-Jul-2007 to 5-Nov-2007	$15,004,795.79	Fully Paid Stapled Securities 2,259,765
DBS Global Property Sector Fund	3-Aug-2007 to 21-Nov- 2007	$1,801,229.19	Fully Paid Stapled Securities 290,202
Government Employees Superannuation Board	9-Aug-2007 to 24-Sep- 2007	$1,532,261.07	Fully Paid Stapled Securities 254,553
Nikko AMP Global REIT Fund	13-Sep-2007 to 14-Nov- 2007	$10,690,834.96	Fully Paid Stapled Securities 1,585,158
Queensland Local Government Superannuation Board	7-Aug-2007 to 28-Aug- 2007	$220,098.01	Fully Paid Stapled Securities 37,840
StichtingPensioenfolds - ABP	9-Aug-2007 to 28-Aug- 2007	$2,025,081.62	Fully Paid Stapled Securities 337,612
Stichting Pensioenfolds Hoogovens	23-Aug-2007 to 14-Nov- 2007	$15,611.28	Fully Paid Stapled Securities 2,396
Telstra Listed PropertyTrust	26-Jul-2007 to 8-Nov-2007	$1,683,364.41	Fully Paid Stapled Securities 249,192

6. Associates

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

Name and ACN (ifapplicable) Nature of association	Name and ACN (ifapplicable) 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 (ACN001 777591)	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
Citicorp Nominees Pty Limited	101 Collins Street, Melbourne VIC 3000
Cogent Nominees Pty Limited	Level 6, 60 Castlereagh Street, Sydney NSW 2000
DBS Global Property Sector Fund	8 Cross Street, # 27-01 PWC Building, Singapore 048424
Goldman Sachs Asia LLC	68th Floor, 2 Queens Road, Central Hong Kong
Government Employee Superannuation Board	PO Box J755, Perth WA 6842
JP Morgan Nominees Australia Limited	259 George Street, Sydney NSW 2000
National Nominees Pty Limited	271 Collins Street, Melbourne VIC 3000
Nikko AMP Global REIT Fund	1-1-3 Yurakucho Chiyoda-ku, Tokyo 100-0006 Japan
QLD Local Government Superannuation Board	Of GPO Box 264, Brisbane QLD 4001
State Authority Superannuation Enhanced Index Share	Level 14, 83 Clarence Street, Sydney NSW 2000
Fund
Stichting Pensioenfonds Hoogovens	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Stichting Pensioenfonds ABP	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Telstra Listed Property Trust	Level 3, 215 Spring Street, Melbourne 3000
The Northern Trust Company	80 Raffles Place, #46-00 UOB Plaza 1 Singapore 048625

This Initial Substantial Holder Notice (ASIC Form 603) comprises 3 page/s in total.