Lead Manager

SECTION 8
ADDITIONAL INFORMATION
Babcock & Brown may pay insurance premiums on behalf of an Officer of Babcock & Brown or of a subsidiary
of Babcock & Brown, other than in relation to a liability arising out of conduct involving wilful breach of duty
in relation to Babcock & Brown or a contravention of civil obligations under the Corporations Act prohibiting
improper use of position or information gained in that position.
8.2.10 Proportional takeover provisions
The Constitution requires an ordinary resolution to approve registration of a transfer giving effect to an Offer
made under a proportional takeover scheme.The provision regulating proportional takeover bids must be
renewed in a general meeting every three years to remain effective.
8.2.11 Share buy back
Babcock & Brown may, in accordance with the Corporations Act and the Listing Rules, buy back its own Shares
on any terms and conditions determined by the Directors.The consideration paid for a buy back of Shares may
include specific assets, including securities of Babcock & Brown or of any other corporation, trust or entity.
8.2.12 Variation of rights
Subject to the Corporations Act and the Listing Rules, all or any of the rights attached to any class of Shares
may be varied or cancelled with the consent in writing of the holders of at least 75% of the issued Shares in
the particular class or the sanction of a special resolution passed at a meeting of holders of Shares in that class.
8.2.13 Unmarketable parcel
If a Shareholder holds a number of Shares which is less than a marketable parcel (as defined in the Listing Rules)
Babcock & Brown may, as agent for the Shareholder, sell or dispose of such Shares held by each unmarketable
parcel holder on any terms and in that manner and at those times which the Directors determine provided that
the procedures set out in the Constitution are followed.
8.2.14 Alteration of Constitution
The Constitution can only be amended by a special resolution passed by at least 75% of votes cast by
Shareholders present and voting at a general meeting of Babcock & Brown.
8.3 RESTRUCTURE AGREEMENTS
8.3.1 Current Babcock & Brown Group structure
The Babcock & Brown Group is currently owned by Babcock & Brown Executive Stakeholders (approximately
80%) and HVB (approximately 20%).These interests are held via ownership interests in several core Babcock &
Brown Group entities:
• Babcock & Brown Holdings Inc. (BBH), a Delaware corporation wholly owned by US-resident Babcock &
Brown employees
• Non-US resident Babcock & Brown employees hold proxy interests in BBH via the Babcock & Brown
Phantom Plan, a contractual arrangement designed to replicate the economic effect of owning Shares in
BBH (the Phantom Plan)
• Babcock & Brown Associates LLC (BBA), a Delaware limited liability company wholly owned by Babcock
& Brown employees (both US resident and non-US resident)
• Babcock & Brown Investment Management Partners LP (BBIMP), a Delaware limited partnership, owned as
to 79% by BBA, 20% by HVB and 1% by Babcock & Brown GP LLC (a wholly owned subsidiary of BBH)
• Babcock & Brown LP (BBLP), a Delaware limited partnership, owned as to 79.8% by BBH, 20% by HVB
and 0.2% by Babcock & Brown GP LLC
• Babcock & Brown Operating Partnership LP (BBOP), a Delaware limited partnership, owned as to 79.2%
by BBA, 19.8% by HVB and 1% by BBOP GP LLC, a wholly owned subsidiary of BBLP
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