BABCOCK & BROWN

APPENDIX B – terms of issue
Resale has the meaning given in clause 8.
Reset Date is 15 November 2010 for the first Reset Date and after that as determined under clause 3.
Reset Notice has the meaning given in clause 3.1.
Settlement Date means the Business Day prior to the Issue Date.
Shareholder means a holder of an Ordinary Share.
Special Resolution means a resolution passed by a majority of Holders of at least 75% of the votes validly cast
by Holders in person or by proxy and entitled to vote on the resolution.
Tax Act means:
(a) the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) as the case may be,
as amended, and a reference to any section of the Income Tax Assessment Act 1936 (Cth) includes a reference
to that section as rewritten in the Income Tax Assessment Act 1997 (Cth); and
(b) any other Act setting the rate of income tax payable and any regulation promulgated thereunder.
Terms of Issue means these terms of issue for BBSN.
Trigger Event means any of the following:
(a) the Issuer resolves in general meeting to be Wound Up;
(b) a provisional liquidator is appointed to the Issuer;
(c) a court makes an order to Wind Up the Issuer (other than to effect a solvent reconstruction);
(d) an administrator of the Issuer is appointed under sections 436A, 436B or 436C of the Corporations Act;
(e) the Issuer executes a deed of company arrangement;
(f) the Issuer resolves in general meeting to be Wound Up;
(g) a receiver or receiver and manager is appointed over the assets or the undertaking of the Issuer;
(h) interest remains due but unpaid for more than 20 Business Days (for the avoidance of doubt, excluding any
interest payment of which is deferred under clause 2.3(a)); and
(i) a Delisting Event occurs.
Trust Deed means the deed dated on or around 9 November 2005 between the Issuer and the Trustee.
Trustee means the person from time to time acting as trustee of the trusts constituted by the Trust Deed in its
capacity as such, initially being Permanent Trust Company Limited.
VWAP means, subject to any adjustments under clause 6.3, the average of the daily volume weighted average sale
prices (rounded to the nearest full cent) of Ordinary Shares sold on ASX for each Business Day during the relevant
period but does not include any transaction defined in the ASX Market Rules as ‘special’, crossings prior to the
commencement of normal trading, crossings during the closing phase and the after hours adjust phase nor any
overseas trades or trades pursuant to the exercise of options over Ordinary Shares or any overnight crossings.
Winding Up means in respect of a person the appointment of a liquidator or provisional liquidator of that person
(and where the appointment is made by a court, by a court of competent jurisdiction in Australia).
108 BABCOCK & BROWN SUBORDINATED NOTES