BABCOCK & BROWN

APPENDIX B – terms of issue
(d) The Trustee and each Holder waives, to the fullest extent permitted by law, any right to prove in any
liquidation following a Winding Up of the Issuer as a creditor ranking for payment equally with any Creditor
in respect of any Priority Claim referred to in clause 12.3(c)(2).
12.4 Repayment
Subject to clause 12.3, BBSN will be repayable only upon Repayment or upon Winding Up.
12.5 Further documents
The Issuer may require the Trustee to execute, on behalf of all Holders, such documents as the Issuer considers
necessary or desirable for the purpose of the subordination of BBSN to any Priority Claim (provided that the
Trustee is indemnified to its satisfaction, acting reasonably, against any expense or liability which it may incur
as a result of doing so).
12.6 Voting rights
Holders may not attend or vote at meetings of members of the Issuer unless provided for by the ASX Listing
Rules or the Corporations Act.
12.7 Quotation
The Issuer must use all reasonable endeavours and furnish all such documents, information and undertakings as
may be reasonably necessary in order to procure quotation of BBSN and any Ordinary Shares issued or delivered
on Exchange on a stock market conducted by ASX.
12.8 Ranking of Ordinary Shares
Each Ordinary Share issued or delivered on Exchange will, as from the Realisation Date, rank equally in all
respects with Ordinary Shares, except that they will not be entitled to any dividend or any other distribution
or entitlement that has been declared or determined but not paid as at the Realisation Date.
12.9 Participation in new issues
BBSN confer no rights to subscribe for new securities in the Issuer, and Holders acknowledge and agree that
the Issuer is free to issue further BBSN or other securities (and to buy back or otherwise acquire BBSN or other
securities) without further reference to Holders.
12.10 Reporting requirements
(a) In addition to any requirements of the Corporations Act and the ASX Listing Rules, each Holder (if requested
by that Holder) will be provided with copies of all annual and half-yearly reports and financial statements
provided to holders of Ordinary Shares.
(b) If requested by a Holder, the Holder is entitled to the annual and half-yearly reports and financial statements at
the same time as, or as soon as reasonably practicable after, these are sent to the holders of Ordinary Shares.
12.11 Delivery of Ordinary Shares and payments to Holders
(a) Ordinary Shares which are to be issued or transferred to a Holder upon Exchange of BBSN are to be
registered in the name of the relevant Holder and a holding notice in respect of those Ordinary Shares is to be
sent to the Holder (at its registered address in respect of the relevant BBSN).
(b) Any amount (including for the avoidance of doubt any amount payable on Redemption or Resale of BBSN)
which is payable to Holders in respect of BBSN is to be paid in the manner provided in clause 2.11.
102 BABCOCK & BROWN SUBORDINATED NOTES