AMP LIMITED — Major Shareholding Notification 2007

Aug 29, 2007

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Date: 29-Aug-07

The Manager Listings Department Australian Stock Exchange Limited

No. of Pages (incl.): 3

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Dear Sir/Madam,

Pursuant to Section 671B of the Corporations Law, AMP Limited hereby advises of a change in its relevant interest in Babcock & Brown Power.

The enclosed ASIC Form 604 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 604 Corporations Law Section 671B Notice of Change of Interests of Substantial Holder

To: Babcock & Brown Power ACN/ARSN: 116 665 608

1. Details of substantial holder

Name: AMP Limited ACN 079 354 519 and its related bodies corporate. There was a change in the interests of the substantial holder on 27-Aug-2007 The previous notice was given to the company on 21-Aug-2007 The previous notice was dated 17-Aug-2007

2. Previous and present 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 in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class ofsecurities	Person’s votes Voting power Previous notice	Person’s votes Voting power Previous notice	Person’s votes Voting power Present notice	Person’s votes Voting power Present notice
Fully Stapled Securities	21,481,314	5.98%	25,528,912	7.11%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, relevant interests of the substantial holder or an associate in voting securities of the company since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of shares affected	Person’s votes affected
21-Aug-2007to27-Aug-2007	AMP Capitial Investors Limited	Share acquisition	$1,060,472.57	Fully Paid Stapled Securities 356,467	356,467
20-Aug-2007to27-Aug-2007	AMP LifeLimited	Share acquisition	$2,449,585.26	Fully Paid Stapled Securities 843,026	843,026
20-Aug-2007to22-Aug-2007	AMP LifeLimited	Share disposal	-$238,721.22	Fully Paid Stapled Securities -83,315	-83,315
20-Aug-2007to27-Aug-2007	ARIAScheme	Share acquisition	$987,024.27	Fully Paid Stapled Securities 339,560	339,560
20-Aug-2007to27-Aug-2007	Cogent Nominees Pty Limited	Share acquisition	$795,339.88	Fully Paid Stapled Securities 273,616	273,616
20-Aug-2007to27-Aug-2007	Cogent Nominees Pty Limited	Share acquisition	$6,507,982.55	Fully Paid Stapled Securities 2,238,902	2,238,902
20-Aug-2007to27-Aug-2007	Cogent Nominees Pty Limited	Share disposal	-$128,707.44	Fully Paid Stapled Securities -44,190	-44,190
20-Aug-2007to27-Aug-2007	Government Employees Superannuation Board	Share acquisition	$441,402.41	Fully Paid Stapled Securities 151,853	151,853
20-Aug-07	State Authority SuperannuationScheme	Share disposal	-$50,310.51	Fully Paid Stapled Securities -17,600	-17,600
20-Aug-07	UniSuper Limited	Share disposal	-$30,646.54	Fully Paid Stapled Securities -10,721	-10,721

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be _registered as holder _	Nature of relevant interest	Class and number of securities	Person’s votes affected
AMP Life Limited	AMP Life Limited	AMP Life Limited	AMP Life is entitled to be the registered holder of the class and number of securities listed beside its name AMP Life Limited is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Stapled Securities: 7,989,899	7,989,899
AMP Capital Investors Limited ('AMP Capital')	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited Accounts>	AMP Capital, in its capacity as the investment manager for the persons or trusts listed besides its name, 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 Stapled Securities: 8,531,783	8,531,783
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited		Fully Stapled Securities: 667,313	667,313
	Citicorp Nominees Pty Limited	Stichting Pensionfonds Hoogovens		Fully Stapled Securities: 196,397	196,397
	Goldman Sachs	AMP Capital Investors Australian Long Short Fund		Fully Stapled Securities: 472,993	472,993
	JP Morgan Nominees Australia Limited	Stichting Pensionfonds ABP		Fully Stapled Securities: 1,559,463	1,559,463
	JP Morgan Nominees Australia Limited	Public Sector Super Scheme		Fully Stapled Securities: 828,140	828,140
	JP Morgan Nominees Australia Limited	QLD Local Government Superannuation Board		Fully Stapled Securities: 213,356	213,356
	JP Morgan Nominees Australia Limited	State Authority Superannuation Scheme		Fully Stapled Securities: 989,708	989,708
	JP Morgan Nominees Australia Limited	State Authority Superannuation Enhanced Index Share Fund		Fully Stapled Securities: 146,007	146,007
	National Nominees Pty Limited	Government Employees Superannuation Board		Fully Stapled Securities: 865,049	865,049
	National Nominees Pty Limited	Commonwealth Bank Officers Superannunation Corporation Pty Ltd as trustee for the Officers' Superannuation Fund		Fully Stapled Securities: 415,685	415,685
	National Nominees Pty Limited	QLD Local Government Superannuation Board of WA - Sustainable Fund		Fully Stapled Securities: 370,349	370,349
	National Nominees Pty Limited	Equipsuper		Fully Stapled Securities: 813,518	813,518
	National Nominees Pty Limited	UniSuper Limited		Fully Stapled Securities: 602,810	602,810
AMP Capital Investors Limited as Responsible Entity of the Future Directions Australian Small Companies Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Stapled Securities: 479,587	479,587
AMP Capital Investors Limited as Future Directions Australian Small Companies Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited		Fully Stapled Securities: 386,855	386,855
				Total: 25,528,912

5. Change in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial shareholder in relation to voting interests In the company or scheme are as follows:

Name and ACN	Nature of association
No Changes

6. 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 Equipsuper 171 Flinders Street, Melbourne VIC 3000 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 State Authority Superannuation Scheme Level 14, 83 Clarence Street, Sydney NSW 2000 State Authority Superannuation Enhanced Index Share Level 14, 83 Clarence Street, Sydney NSW 2000 Unisuper Limited Level 28, 367 Collins Street, Melbourne 3000

This notice of change of interests of substantial holder (ASIC Form 604) comprises 2 page/s in total.