Lead Manager

BABCOCK & BROWN PROSPECTUS
In the event of a bonus issue or reorganisation of capital, participants’ Awards will be adjusted under the Plan
rules in the manner set out in the ASX Listing Rules at the relevant time.There is no adjustment for cash rights
issued by Babcock & Brown.
In the case of a takeover where the bidder becomes entitled to compulsorily acquire Babcock & Brown’s Shares,
all Awards will immediately vest. In the case of other change of control transactions Babcock & Brown has a
discretion to allow immediate vesting of all unvested Awards.
The Plan rules allow additional rules to be adopted that provide for the grant of awards on additional or modified
terms in relation to participants in overseas jurisdictions to take account of local securities, exchange control or
taxation laws or regulations or other factors that may apply.
8.10.8 Dilution limit
An offer of Awards must not be made if the total of the following:
• The number of Shares subject to the Offer and any outstanding offers, and
• The total number of Shares which would be issued under all outstanding Awards (or any other awards under
the Plan) which have been granted but which have not been exercised, terminated or expired, assuming all
such Awards were exercised
• Minus any issued Shares held by a trustee for the purpose of satisfying Awards
would exceed 20% of the total number of Shares on issue at the time the Offer is made.
Details of Awards granted and Shares issued under the Plan will be published in Babcock & Brown’s annual
report for the relevant financial year.
8.11 EXPENSES OF THE OFFER
If the Offer proceeds, the total estimated costs of the Offer and Restructure, including advisory, legal, accounting,
tax, listing and administrative fees, as well as printing, advertising and other expenses are currently estimated to be
approximately $28.5 million and will be paid by Babcock & Brown.The net effect of this payment will result in
an equivalent reduction in the proceeds received by Babcock & Brown pursuant to the Offer. Of this amount
$27 million is directly attributable to the capital raising and has been netted off against the Offer Proceeds for
accounting purposes.The remainder, amounting to $1.5 million, had been expensed in the 2004 Forecast.
8.12 INTERESTS OF ADVISORS
Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as providing
professional or advisory services in connection with the preparation of this Prospectus or any firm in which such
person is a partner:
(a)
(b)
has or had during the two years preceding the date of this Prospectus, any interest in the formation or
promotion of, or in any property acquired or proposed to be acquired, by Babcock & Brown, or the
Offer, and
has been paid or agreed to be paid any amount or given or agreed to be given any other benefit for
services rendered by them in connection with the promotion or formation of Babcock & Brown or the
Offer
Baker & McKenzie has acted as legal advisor to Babcock & Brown in respect of the Offer. At the date of this
Prospectus, Babcock & Brown estimates that it will pay approximately $3.6 million (excluding disbursements and
GST) to Baker & McKenzie in respect of these services.
161