Lead Manager

BABCOCK & BROWN PROSPECTUS
8.2.4 Issue of further Shares
Subject to the Constitution, the Corporations Act, the Listing Rules and any rights previously conferred on the
holders of existing Shares the Directors may allot, issue or otherwise dispose of Shares to any persons, on any
terms and conditions, at that issue price and at those times as the Directors think fit. Directors have full power to
give any person a call or option over any Shares during any time and for any consideration as they think fit and
may issue Shares with any preferential, deferred or special rights, privileges or conditions or with any restrictions
(whether in regard to dividend, voting, return of Share capital or otherwise) as they determine.
8.2.5 Winding up
Subject to the rights of Shareholders with special rights in a winding up, on a winding up of Babcock & Brown
all assets that may be legally distributed among the Shareholders will be distributed to Shareholders in order to
return capital paid up on their Shares and distribute any surplus in proportion to the amount paid up (not
credited) on Shares held by them.
8.2.6 Transfer of Shares
Shareholders may transfer Shares by a written transfer instrument in the usual form, any form approved by the
Directors, or by a proper transfer effected in accordance with the ASTC Settlement Rules and ASX requirements.
All transfers must comply with the Constitution, the Corporations Act, the Listing Rules and the ASTC
Settlement Rules.The Directors may refuse to register a transfer of Shares, including in circumstances where the
transfer is not in registrable form or the refusal to register the transfer is permitted by the Listing Rules or
ASX.The Directors must refuse to register a transfer of Shares where required to do so by the Listing Rules.
In addition, subject to the Corporations Act and the ASX Listing Rules, the Directors may, in limited
circumstances as described in the Constitution, apply a holding lock to prevent a transfer of Shares.
8.2.7 Number of Directors and appointment
The number of Directors must be not less than three and the maximum is to be fixed by the Directors but may
not be more than 10 unless Babcock & Brown passes a resolution varying that number.
Subject to the Corporations Act and the Listing Rules, Directors, other than the Managing Director, must retire
from office or seek re-election by no later than the third annual general meeting following their appointment or
election or three years, whichever is longer. In addition, while Babcock & Brown is admitted to the Official List,
at least one Director must retire from office at each annual general meeting unless there has been an election of
Directors earlier that year.
The Directors may also appoint a Director to fill a casual vacancy on the Board or in addition to the existing
Directors, who will then hold office until the next annual general meeting of Babcock & Brown.
8.2.8 Remuneration of Directors
Subject to the Listing Rules, in a general meeting of Shareholders Babcock & Brown has the ability to determine
the maximum cash fees to be paid to Directors.The sum fixed in the Constitution as the maximum aggregate
cash remuneration to be paid to the Directors for services rendered as Directors is $1.5 million, which may be
distributed among the Directors as they determine.The Constitution also makes provision for Babcock & Brown
to pay all reasonable expenses of Directors in attending meetings and carrying out their duties.
8.2.9 Indemnification and insurance of Directors
Babcock & Brown, on a full indemnity basis and to the full extent permitted by law, indemnifies each person
who is or has been a Director or Secretary of Babcock & Brown, and such other officers or former officers of
Babcock & Brown as the Directors in each case determine (each an Officer), or representative of Babcock &
Brown serving as an Officer of another company at the request of Babcock & Brown, against any liability
(other than legal costs) incurred in the discharge of their duties as an Officer of Babcock & Brown or such other
company except where the liability is a liability owed to Babcock & Brown or a related body corporate or the
liability arises out of conduct involving a lack of good faith on the part of the Officer or conduct attracting the
civil penalty provisions of the Corporations Act. Officers are also indemnified by Babcock & Brown for costs
(including legal costs) and expenses incurred in defending an action for a liability incurred in acting as an Officer
of Babcock & Brown or a related body corporate.
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