BABCOCK & BROWN

APPENDIX B – terms of issue
(e) Calculations, elections and determinations made by the Issuer under these Terms of Issue are binding on
Holders in the absence of manifest error.
(f) A reference to $ or cents in these Terms of Issue is a reference to Australian currency. A reference to time
in these Terms of Issue is a reference to Sydney time.
(g) The terms ‘associate’, ‘relevant interest’, ‘scheme of arrangement’ and ‘takeover bid’ when used in these Terms
of Issue have the meaning given in the Corporations Act.
(h) A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them.
(i) If an event under these Terms of Issue must occur on a stipulated day which is not a Business Day, then the
stipulated day will be taken to be the next Business Day.
(j) If a term is given a defined meaning, different grammatical forms of the term have corresponding meanings.
14.2 Definitions
Terms defined in the Trust Deed have the same meanings in these Terms of Issue, subject to clause 14.1(a).
In addition, the following expressions have the following meanings:
ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).
ASX Listing Rules means the listing rules of ASX as amended or replaced from time to time, except to the
extent of any express written waiver by ASX.
ASX Market Rules means the market rules of ASX as amended or replaced from time to time, except to the
extent of any express written waiver by ASX.
Bank Bill Swap Rate means for each Interest Period, the rate, expressed as a percentage per annum, calculated
as the average mid Bank Bill Swap Reference Rate for bills of a term approximately equivalent to a period of six
months as displayed on the Reuters page BBSW (or any page which replaces that page) at 10.30am on the first
Business Day of the Interest Period, or if there is a manifest error in the calculation of that average mid rate or
that average mid rate is not displayed at 10.30am on that date, the rate specified in good faith by the Issuer having
regard, to the extent possible, to:
(a) the rate otherwise bid and offered for bills of that term or for funds of that tenor displayed on the Reuters
page BBSW (or any page which replaces that page) at that time on the date;
(b) if bid and offer rates for bills of that term are not otherwise available, the rates otherwise bid and offered for
funds of that tenor at or around that time;
(c) if the average mid rate is not displayed on that date due to that date being a day that the Australian Financial
Markets Association is closed, the relevant rate as displayed on the Reuters page BBSW (or any page which
replaces that page) at 10.30am on the following Business Day.
BBSN means Babcock & Brown Subordinated Notes which are cumulative, subordinated, repayable, resettable
notes issued by the Issuer under the Trust Deed and these Terms of Issue.
Bookbuild means the process conducted by UBS AG on behalf of the Issuer prior to the opening of the Offer
whereby certain investors lodge bids for BBSN and, on the basis of those bids, the Issuer determines the Margin
for the period to the first Reset Date, and announces its determination prior to the opening of the Offer.
Business Day means a day other than a Saturday or a Sunday on which trading banks are open for general
banking business in Sydney and Melbourne and ASX is conducting trading in Sydney and Melbourne.
104 BABCOCK & BROWN SUBORDINATED NOTES