Lead Manager

BABCOCK & BROWN PROSPECTUS
• Ernst & Young Transaction Advisory Services Limited has given, and not withdrawn prior to the lodgement
of this Prospectus with ASIC, its written consent to be named in this Prospectus as Independent Accountant
to Babcock & Brown in relation to pro-forma Forecast Financial Information included in Sections 5.3.2.1
and 5.4.2 of this Prospectus in the form and context so named and has given and not withdrawn its consent
to the inclusion in this Prospectus of its Independent Accountants’ Report of Forecast Financial Information
in the form and context in which it is included
• Tricom Equities Limited has given, and not withdrawn prior to the lodgement of this Prospectus with
ASIC, its written consent to be named in this Prospectus as a Co-Lead Manager to the Offer in the form
and context so named
• UBS AG, Australia Branch has given, and not withdrawn prior to the lodgement of this Prospectus with
ASIC, its written consent to be named in this Prospectus as Lead Manager to the Offer in the form and
context so named
• UBS Private Clients Australia Limited has given, and not withdrawn prior to the lodgement of this
Prospectus with ASIC, its written consent to be named in this Prospectus as a Co-Manager to the Offer in
the form and context so named
• Wilson HTM Corporate Finance Limited has given, and not withdrawn prior to the lodgement of this
Prospectus with ASIC, its written consent to be named in this Prospectus as a Co-Lead Manager to the
Offer in the form and context so named
No entity or person referred to above has made any statement that is included in this Prospectus or any statement
on which a statement made in this Prospectus is based, except as stated above. Each of the entities and persons
referred to above expressly disclaims and takes no responsibility for any statements in or omissions from this
Prospectus.This applies to the maximum extent permitted by law and does not apply to any matter to the extent
to which consent is given above.
8.14 LITIGATION AND CLAIMS
As far as the Directors are aware, except as disclosed elsewhere in this Prospectus, there is no current or threatened
civil litigation, arbitration proceeding or administrative appeal or criminal or governmental prosecution of a
material nature in which Babcock & Brown is directly or indirectly concerned which is likely to have a material
adverse impact on the business or financial position of Babcock & Brown.
8.15 FOREIGN ACQUISITIONS AND TAKEOVERS ACT
Whilst Babcock & Brown has obtained approval under the Foreign Acquisitions and Takeovers Act 1974 (the Act)
in respect of the IPO and the restructuring described in Section 8.3, the Group will still require approval under
the Act in respect of certain kinds of corporate finance and real estate transactions which it may wish to enter
into in the future.
8.16 ASX WAIVERS AND ASIC RELIEF
ASIC has granted relief to Babcock & Brown so that the takeovers provisions of the Corporations Act do not
apply to any “relevant interest” that Babcock & Brown would otherwise acquire in its own Shares by reason of
the escrow restrictions referred to above.The exemption only applies to Shares in relation to which the escrow
restriction is for no more than two years after Babcock & Brown is listed.
In addition, ASIC has granted relief so that the first periodic financial report to be lodged by Babcock & Brown
after listing will be its preliminary final report for the period ending 31 December 2004.
ASX has granted “in-principle” waivers from Listing Rules 10.11 and 7.1 to the extent necessary to permit the
US Executive Stakeholders named in Section 8.6 to convert their BBIPL Shares into Group Shares pursuant to
the arrangements described in Section 8.4 without obtaining shareholder approval. Babcock & Brown will apply
for the formal grant of these waivers prior to listing.
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