Lead Manager

SECTION 8
ADDITIONAL INFORMATION
8.1 REGISTRATION AND CORPORATE STRUCTURE
8.1.1 Registration and corporate structure
Babcock & Brown was registered as an Australian public company in Victoria,Australia, on 2 April 2004.
8.1.2 Share capital
Babcock & Brown has one class of Share that is fully paid ordinary Shares. Immediately after the Allotment,
Babcock & Brown will have 325 million Shares on issue.
Babcock & Brown will also have 23.5 million Options on issue, which will be held in the Employee Trusts
described in Section 4.7.7 above.These Options have an exercise price equal to the Offer Price, and expire six
years after the date on which Babcock & Brown lists on ASX.
8.2 CONSTITUTION AND RIGHTS ATTACHING TO SHARES
The Shares issued under the Prospectus are fully paid ordinary Shares and will rank equally in all respects with
Babcock & Brown’s fully paid ordinary Shares that are currently on issue.The rights attaching to the Shares are
set out in the Constitution and, in certain circumstances, regulated by the Corporations Act, the Listing Rules,
the ASTC Settlement Rules and general law.
A summary of the Constitution is set out below. It is not intended to be an exhaustive summary of the rights and
obligations of Shareholders. Investors who wish to inspect the Constitution may do so at the registered office of
Babcock & Brown during normal office hours.
8.2.1 Voting
Subject to the Corporations Act, the Listing Rules and any rights or restrictions for the time being attached to
any class or classes of Share at general meetings of Shareholders or classes of Shareholders:
• Every Shareholder entitled to vote may vote in person or by proxy, attorney or representative
• On a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a
Shareholder has one vote
• On a poll, every person present who is a Shareholder or a proxy, attorney or representative has one vote for
every fully paid Share and a fraction of a vote for every partly paid Share.
Voting at any Shareholder meeting is by a show of hands unless a poll is demanded by the chairperson of the
meeting, five Shareholders entitled to vote on the resolution, or Shareholders holding at least 5% of the votes that
may be cast on the resolution on a poll.
On certain resolutions, notably the election of Directors, the proportions in which votes are cast will “flow
through” to the votes cast by Babcock & Brown on its Shares in BBIPL in relation to the corresponding
resolution in that company. See Section 8.4 below for more detail.
8.2.2 Dividends
The Directors may from time to time declare and pay dividends out of the profits of Babcock & Brown and may
fix the amount and timing for payment and the method of payment of any such dividend. Subject to any special
rights attached to any class of Share dividends are payable to all Shareholders in proportion to the amounts paid
up (not credited) on the Shares held by them. Except as otherwise provided by law, all dividends unclaimed for
one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of
Babcock & Brown until claimed.
In addition, the Directors may implement a dividend reinvestment plan on such terms as they think fit to be
amendable as and when they think fit.
8.2.3 General meetings and notices
Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of Babcock &
Brown and to receive all notices, accounts and other documents required to be sent to Shareholders under the
Constitution, the Corporations Act or the Listing Rules.
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