BABCOCK & BROWN

(2) (in the case of an entitlement which is traded on ASX on any of those Business Days) the volume weighted
average sale price of all such entitlements sold on ASX during the Reference Period on the Business Days
on which those entitlements were traded; or
(3) (in the case of an entitlement which is not traded on ASX during the Reference Period for more than
three Business Days) the value of the entitlement as reasonably determined by the Directors;
(b) where, on some or all of the Business Days in the Reference Period, Ordinary Shares have been quoted ex
dividend, or ex any other distribution or entitlement, and BBSN will be Exchanged into Ordinary Shares
which would be entitled to receive the relevant dividend, distribution or entitlement, the VWAP on the
Business Days on which those Ordinary Shares have been quoted ex dividend, or ex any other distribution
or entitlement, shall be increased by the Cum Value; and
(c) where the Ordinary Shares are reconstructed, consolidated, divided or reclassified into a lesser or greater number
of securities during a Reference Period, the VWAP shall be adjusted by the Directors as they reasonably consider
appropriate. Any adjustment made by the Directors will be binding on all Holders and these Terms of Issue will
be construed accordingly. Any such adjustment will promptly be notified to all Holders.
7 Repayment
7.1 Repayment Amount
Where BBSN are to be Repaid under clauses 4 or 5, the Issuer must pay the Holder an amount equal to the
Repayment Amount for the relevant BBSN on the relevant Realisation Date.
7.2 Proportionate basis
In a Repayment of some but not all BBSN under clause 5, the Issuer must endeavour to treat Holders on an
approximately proportionate basis, but may discriminate to take account of the effect on marketable parcels and
other logistical considerations.
7.3 Holder action
Where the Issuer is entitled to Repay, the Holder must, if required by the Issuer to enable the Issuer to effect
Repayment:
(1) vote in favour (to the extent the Holder is entitled to do so) or otherwise abstain from any required resolution;
(2) provide all documentation and execute any authorisation or power necessary; and
(3) take all other action necessary or desirable.
8 Resale
8.1 Transfer
Where BBSN are to be Resold under clause 4, the Issuer must procure the acquisition of those BBSN by a third
party on the Realisation Date. On the transfer of those BBSN under this clause 8.1, the Issuer must ensure that the
Holder is paid on the Realisation Date an amount equal to the Repayment Amount in respect of those BBSN.
BABCOCK & BROWN SUBORDINATED NOTES 99