AMP LIMITED — Major Shareholding Notification 2007

Aug 20, 2007

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Date: 21-Aug-07

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 Babcock & Brown Power.

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: 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. The holder became a substantial holder on 17-Aug-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 21,481,314 21,481,314 5.98%

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:

			Class and number of	Person's votes
Holder of relevant interest		Nature of relevant interests	securities	affected
AMP Life Limited ("AMP Life")		AMP Life is entitled to be the registered holder of the	Fully Paid Stapled	7,230,188
		class and number of securities listed beside its name.	Securities : 7,230,188
		AMP Life is a controlled body corporate of AMP Limited
		within the meaning of Section 608(3) of the Corporations
		Law
AMP Capital Investors Limited		AMP Capital, in its capacity as the investment manager	Fully Paid Stapled	13,741,151
('AMP Capital')		for the persons or trusts listed besides its name in	Securities : 13,741,151
		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
AMP Capital Investors Limited		AMP Capital Investors Limited is a controlled body	Fully Paid Stapled	253,695
as Responsible Entity of the		corporate of AMP Limited within the meaning of Section	Securities : 253,695
Future Directions Australian		608(3) of the Corporations Law
Small Companies Fund
AMP Capital Investors Limited		AMP Capital Investors Limited is a controlled body	Fully Paid Stapled	256,280
as Future Directions Australian		corporate of AMP Limited within the meaning of Section	Securities : 256,280
Small Companies Fund		608(3) of the Corporations Law
			Total:	21,481,314

4. Details of present registered holders

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

		Registered holder of	Person entitled to be	Class and number of	Person’s votes
Holder of relevant interest		securities	registered as holder	securities	affected
AMP Life Limited		AMP Life Limited	AMP Life Limited	Fully Paid Stapled	7,230,188
				Securities : 7,230,188
AMP Capital Investors Limited		Cogent Nominees Pty	Cogent Nominees Pty	Fully Paid Stapled	6,337,071
		Limited	Limited	Securities : 6,337,071
		Cogent Nominees Pty	Cogent Nominees Pty	Fully Paid Stapled	393,697
		Limited	Limited	Securities : 393,697
		Citicorp Nominees Pty	Stichting Pensionfonds	Fully Paid Stapled	196,397
		Limited	Hoogovens	Securities : 196,397
		Goldman Sachs	AMP Capital Investors	Fully Paid Stapled	472,993
			Australian Equity Long	Securities : 472,993
			Short Fund
		JP Morgan Nominees	Stichting Pensionfonds	Fully Paid Stapled	1,559,463
		Australia Limited	ABP	Securities : 1,559,463
		JP Morgan Nominees	QLD Local Government	Fully Paid Stapled	213,356
		Australia Limited	Superannuation Board	Securities : 213,356
		JP Morgan Nominees	State Authority	Fully Paid Stapled	1,007,308
		Australia Limited	Superannuation Scheme	Securities : 1,007,308
		JP Morgan Nominees	Public Sector Super	Fully Paid Stapled	488,580
		Australia Limited	Scheme	Securities : 488,580
		JP Morgan Nominees	State Authority	Fully Paid Stapled	146,007
		Australia Limited	Superannuation Enhanced	Securities : 146,007
			Index Share Fund
		National Nominees Pty	Government Employees	Fully Paid Stapled	865,049
		Limited	Superannuation Board	Securities : 865,049
		National Nominees Pty	Commonwealth Bank	Fully Paid Stapled	415,685
		Limited	Officers Superannunation	Securities : 415,685
			Corporation Pty Ltd as
			trustee for the Officers'
			Superannuation Fund
		National Nominees Pty	Government Employees	Fully Paid Stapled	218,496
		Limited	Superannuation Board of	Securities : 218,496
			WA - Sustainable Fund
		National Nominees Pty	Equipsuper	Fully Paid Stapled	813,518
		Limited		Securities : 813,518
		National Nominees Pty	Unisuper	Fully Paid Stapled	613,531
		Limited		Securities : 613,531
AMP Capital Investors Limited		Cogent Nominees Pty	AMP Capital Investors	Fully Paid Stapled	253,695
as Responsible Entity of the		Limited	Limited	Securities : 253,695
Future Directions Australian
Small Companies Fund
AMP Capital Investors Limited		Cogent Nominees Pty	AMP Capital Investors	Fully Paid Stapled	256,280
as Future Directions Australian		Limited	Limited	Securities : 256,280
Small Companies Fund
				Total:	21,481,314

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 ofsecurities
AMP Capitial Investors Limited	20-Apr-2007 to 17-Aug-2007	$1,412,997.67	Fully Paid StapledSecurities509,975
AMP Life Limited	24-Apr-2007 to 17-Aug-2007	$14,538,746.60	Fully Paid StapledSecurities4,612,124
ARIA Scheme	17-Aug-07	$1,319,784.13	Fully Paid StapledSecurities488,580
Cogent Nominees PtyLimited	21-May-2007 to 17-Aug-2007	$4,068,252.63	Fully Paid StapledSecurities1,292,173
Cogent Nominees Pty Limited	24-Apr-2007 to 17-Aug-2007	$15,151,472.66	Fully Paid StapledSecurities5,224,535
Commonwealth Bank OfficersSuperannunation CorporationPty Ltd A/T for the Officers'Superannuation Fund.	24-Apr-2007 to 17-Aug-2007	$770,267.38	Fully Paid StapledSecurities242,685
Equipsuper	9-Aug-2007 to 13-Aug-2007	$767,692.92	Fully Paid StapledSecurities247,997
Government EmployeesSuperannuation Board	24-Apr-2007 to 17-Aug-2007	$2,054,937.14	Fully Paid StapledSecurities678,545
Queensland LocalGovernment SuperannuationBoard	24-Apr-2007 to 17-Aug-2007	$423,810.74	Fully Paid StapledSecurities131,356
State AuthoritySuperannuation Scheme	21-May-2007 to 17-Jul-2007	$3,447,894.82	Fully Paid StapledSecurities1,017,581
StichtingPensioenfolds - ABP	24-Apr-2007 to 17-Aug-2007	$3,167,731.31	Fully Paid StapledSecurities1,019,463
Stichting PensioenfoldsHoogovens	24-Apr-2007 to 17-Aug-2007	$402,238.76	Fully Paid StapledSecurities129,397
UniSuper Limited	21-May-2007 to 17-Jul-2007	$2,094,607.60	Fully Paid StapledSecurities618,159

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 079300 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
Citicorp Nominees Pty Limited	101 Collins Street, Melbourne VIC 3000
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
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
QLD Local Government Superannuation Board	Of GPO Box 264, Brisbane QLD 4001
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
FdStichting Pensioenfonds Hoogovens	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Stichting Pensioenfonds ABP	PO Box 10,000, 1970 CA IJmuiden, The Netherlands
Unisuper Limited	Level 28, 367 Collins Street, Melbourne 3000

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