AMP LIMITED — Major Shareholding Notification 2009

Jul 5, 2009

==> picture [132 x 43] intentionally omitted <==

Date: 6th July 2009

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,

Glen Moran Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0091

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 & 091 213 839

1. Details of substantial holder

Name: AMP Limited (ACN 079 354 519) and its related bodies corporate. The holder became a substantial holder on 2nd July 2009

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
(US Prohibited)	143,103,120	143,103,120		5.15%

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 (US Prohibited): 60,728,596	60,728,596
AMP Capital Investors (NZ) Limited (‘AMP Capital NZ’)	AMP Capital NZ is a controlled body corporate of AMP Limited within the meaning of Section 608(3) of the Corporations Law	Fully Paid Stapled Securities (US Prohibited): 599,935	599,935
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 (US Prohibited): 72,313,464	72,313,464
AMP Capital Investors Limited as Responsible Entity of the Future Directions 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 (US Prohibited): 1,638,777	1,638,777
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 (US Prohibited): 5,392,996	5,392,996
AMP Capital Investors Limited as Responsible Entity of the EFM Listed Property Fund 7	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 (US Prohibited): 1,852,176	1,852,176
AMP Capital Investors Limited as Future Directions 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 (US Prohibited): 577,176	577,176
Total: 143,103,120

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 (USProhibited):60,728,596	60,728,596
AMP Capital Investors (NZ) Limited	AMP Capital Global Property SecuritiesFund	Pageant Limited	Fully Paid Stapled Securities (USProhibited):599,935	599,935

AMP Capital Investors Limited	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities (US Prohibited): 42,306,968	42,306,968
	Cogent Nominees Pty Limited	Cogent Nominees Pty Limited	Fully Paid Stapled Securities (USProhibited): 12,898,812	12,898,812
	National Nominees Pty Limited	Nikko AMP Global REIT Fund	Fully Paid Stapled Securities (USProhibited):8,442,398	8,442,398
	The Northern Trust Company	DBS Global Property Sector Fund	Fully Paid Stapled Securities (USProhibited): 185,025	185,025
	The Northern Trust Company	AMPCI KGR Reit USD Fund	Fully Paid Stapled Securities (USProhibited):5,502	5,502
	The Northern Trust Company	UNWRA - GLPS Equities	Fully Paid Stapled Securities (USProhibited): 196,328	196,328
	Goldman Sachs	AMP Capital Investors Australian Equity Long ShortFund	Fully Paid Stapled Securities (US Prohibited): 354,228	354,228
	JP Morgan Nominees AustraliaLimited	QLD Local Government Superannuation Board	Fully Paid Stapled Securities (USProhibited):94,029	94,029
	JP Morgan Nominees AustraliaLimited	ARIA scheme	Fully Paid Stapled Securities (USProhibited): 1,998,529	1,998,529
	JP Morgan Nominees AustraliaLimited	DKA AMP Global REIT Mother Fund	Fully Paid Stapled Securities (USProhibited): 783,361	783,361
	National Nominees Pty Limited	Government Employees Superannuation Board	Fully Paid Stapled Securities (USProhibited): 1,211,593	1,211,593
	National Nominees Pty Limited	Christian Superannuation Fund	Fully Paid Stapled Securities (USProhibited):515,325	515,325
	National Nominees Pty Limited	Government Employees Superannuation Board of WA -SustainableFund	Fully Paid Stapled Securities (US Prohibited): 1,137,745	1,137,745
	National Nominees Pty Limited	Telstra Listed Property Trust	Fully Paid Stapled Securities (USProhibited): 2,183,621	2,183,621
AMP Capital Investors Limited as Responsible Entity of the Future Directions Enhanced Index Global Property Securities Fund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities (US Prohibited): 1,638,777	1,638,777
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 (US Prohibited): 5,392,996	5,392,996
AMP Capital Investors Limited as Responsible Entity of the EFM Australian Share Fund 7	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities (US Prohibited): 1,852,176	1,852,176
AMP Capital Investors Limited as Future Directions AustralianShareFund	Cogent Nominees Pty Limited	AMP Capital Investors Limited	Fully Paid Stapled Securities (US Prohibited): 577,176	577,176
	Total: 143,103,120

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	2-Mar-2009 to 2-Jul-2009	$14,358,793.80	Fully Paid Stapled Securities (US Prohibited) 46,094,781
AMP Henderson Global Investors(NZ)Limited	3-Mar-2009 to 2-Jul-2009	$243,132.64	Fully Paid Stapled Securities (US Prohibited) 758,434
AMP Life Limited	2-Mar-2009 to 2-Jul-2009	$9,631,463.46	Fully Paid Stapled Securities (US Prohibited) 29,110,222
Cogent Nominees Pty Limited	8-Apr-2009 to 29-May-2009	$695,319.89	Fully Paid Stapled Securities (US Prohibited) 2,181,839

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 (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
AMP Capital Investors (NZ) Limited	City Tower, 95 Custom House Quay, Wellington, N.Z.
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
Henderson Global Investors Limited	3 Finsbury Ave, London EC2M 2PA, United Kingdom
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
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.