Lead Manager

BABCOCK & BROWN PROSPECTUS
• Employee Investment Policy
• Continuous Disclosure Policy
• Code of Conduct
• Share Trading Policy
These policies, or summaries of them, will be posted on the Babcock & Brown website at
www.babcockbrown.com, on or about the time of commencement of trading of the Shares.
4.8.1 Employee Investment Policy
The Employee Investment Policy delineates the circumstances in which, and establishes a procedure by which,
employees of the Group may invest as part of any offer, syndication or sell-down of an investment by, the Group.
The primary objectives of the policy are to ensure:
• Babcock & Brown employees invest on a basis which is no more favourable than the market-based
arm’s-length terms upon which non-employee investors participate in an investment opportunity offered or
arranged by Babcock & Brown
• Guidelines are provided for prioritising the opportunity to invest as between different groups of employees,
under which priority is first given to employees in the relevant Babcock & Brown Business Unit responsible
for establishing the investment, followed by other employees outside of that Business Unit
• Any proposed employee investment arrangements are subject to the final review and approval of the
Independent Directors who are members of the Babcock & Brown Audit and Risk Management
Committee, so as to ensure that the corporate interests of Babcock & Brown, its Shareholders and
third party investors are being appropriately considered and protected
• The dollar aggregate of all employee investment in a particular investment is not expected to exceed 50%
of the total dollar amount of all third-party investment being sought by Babcock & Brown (including the
employee investments)
• Compliance with relevant legal and regulatory regime in the jurisdiction in which the offer is made
Whilst Babcock & Brown endeavours to ensure that employees are given a reasonable opportunity to invest in
accordance with its policy, it gives no assurance that employees will in fact be afforded such opportunities.
4.8.2 Continuous Disclosure Policy
Babcock & Brown is cognisant of its continuous disclosure reporting obligations and has a policy to enable
relevant information to be disclosed to the market in a timely manner.
All relevant information provided to ASX will be immediately posted onto the Babcock & Brown website at
www.babcockbrown.com, in compliance with the continuous disclosure guidelines of the ASX Listing Rules.
The Babcock & Brown Company Secretary will act as the ASX Liaison Officer.
4.8.3 Code of Conduct
Babcock & Brown has established a Code of Conduct that provides a guide to Directors, Executives and
contractors for promoting Shareholder and general market confidence in the company by:
• Ensuring that they observe high standards of corporate and individual behaviour, and
• Emphasising responsibility for compliance with laws and the company’s policies and ensuring that
individuals are not disadvantaged for reporting unlawful or unethical conduct
4.8.4 Share Trading Policy
The Group has implemented a Share Trading Policy which regulates the manner in which Directors and
Executives can buy or sell Shares in Babcock & Brown after it is listed.
The policy specifies trading windows as the only periods during which trading in Shares can occur.These trading
windows will generally be the eight-week period following the release of the Group’s full year or half year
results, the Group’s Annual Report, or the offer period in relation to a prospectus.Trading is prohibited despite a
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