AMP LIMITED — Major Shareholding Notification 2011

Jan 13, 2011

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Date: 14-Jan-11

Company Announcement Officer ASX Limited

No. of Pages (incl.): 2

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Dear Sir/Madam,

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

The enclosed ASIC Form 603 discloses all required details.

Yours faithfully,

Raja Burman Head of Corporate Actions BNP Paribas Securities Services Phone: 02 9222 0138

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 Act 2001 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 12-Jan-2011

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:

holder became a substantial holder are as follows:
Class of securitiesNumber of Securities	Persons’ votes	Voting power
Fully Paid Ordinary Stapled Se344,938,773	344,938,773	5.00%
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 interestNature of relevant interests		_Class and number of securities _	Person's votes affected
AMP Limited and its relatedAMP Limited and its related	bodies corporate	Fully Paid Ordinary Stapled	344,938,773
bodies corporate.		Securities (US Prohibited):
		344,938,773

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
Holder of relevant interest	securities	registered as holder	_Class and number of securities _	Person’s votes affected
AMP Limited and its related	AMP Limited and its related	AMP Limited and its related	Fully Paid Ordinary Stapled	344,938,773
bodies corporate.	bodies corporate	bodies corporate	Securities (US Prohibited):
			344,938,773

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 Limited and its relatedbodies corporate.	16-Sep-2010 to 11-Jan-2011	$43,524,676.28	Fully Paid Stapled Securities(US Prohibited)68,680,959
AMP Limited and its relatedbodies corporate.	21-Sep-2010 to 12-Jan-2011	-$65,517,925.04	Fully Paid Stapled Securities(US Prohibited)-102,487,404

6. Addresses

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

Name Address AMP Limited and its related bodies corporate. Level 24, 33 Alfred Street, Sydney NSW 2000

This Initial Substantial Holder Notice (ASIC Form 603) comprises 1 page/s in total.