Lead Manager

SECTION 8
ADDITIONAL INFORMATION
• * Babcock & Brown issues or becomes required to issue a supplementary prospectus in circumstances where
the matter is materially adverse from the point of view of an investor within the meaning of section 719 of
the Corporations Act
• There is an outbreak or major escalation of hostilities involving any one or more of Australia, New Zealand,
the United States, the United Kingdom, any member of the European Union, Indonesia, North Korea,
South Korea, China or Japan or the declaration by any of these countries of a national emergency or war or
a terrorist attack is perpetrated involving any of those countries or any diplomatic, military, commercial or
political establishment of any of those countries elsewhere in the world. In this case there will only be a
termination right if, in the reasonable opinion of the Lead Manager, it is impracticable to market the Offer
or to enforce contracts to issue and allot the Shares
• * There is introduced, or there is a public announcement of a proposal to introduce, into the parliament of
Australia or any State of Australia a new law, or the Reserve Bank of Australia, any federal or state authority
of Australia, adopts or announces a proposal to adopt a new policy (other than a law or policy which has
been announced before the date of this agreement), any of which does or is likely to prohibit or regulate
the Offer, capital issues or stock markets
• * There is a change in senior management or in the board of directors of Babcock & Brown
• * Any of the following occur
–a director of Babcock & Brown is charged with an indictable offence
– any regulatory body commences any public action against a Director in their capacity as a director of
Babcock & Brown, or announces that it intends to take such action
– any director of Babcock & Brown is disqualified from managing a corporation under the Corporations
Act, or
– the chairman or chief executive officer of Babcock & Brown vacates his or her office
• * A contravention by Babcock & Brown or any entity in the Group of the Corporations Act, its
constitution, or any of the ASX Listing Rules
• Approval is refused or not granted, other than subject to customary conditions, in respect of admission of
Babcock & Brown to, or its quotation on, ASX
• Any of the following notifications are made
– ASIC issues an order under section 739 of the Corporations Act
– an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to this
Prospectus or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and
Investments Commission Act 1989 (Cwlth) in relation to this Prospectus
– any person gives a notice under section 733(3) of the Corporations Act or any person who has previously
consented to the inclusion of its name in this Prospectus or any supplementary prospectus or to be named
in the Prospectus withdraws that consent, or
– any person gives a notice under section 730 of the Corporations Act in relation to this Prospectus
• * There is a default by Babcock & Brown in the performance of any of its obligations under the Offer
Management Agreement
• * A warranty contained in the Offer Management Agreement is not true or correct
• * After completion of the bookbuild process there is a suspension or material limitation in trading in
securities generally on ASX, the New York Stock Exchange and/or the London Stock Exchange
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