BABCOCK & BROWN

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FINANCIAL SERVICES GUIDE Financial Services Guide of Babcock & Brown Asset Holdings Pty Limited (ABN 58 002 332 345, AFSL No. 247385) in relation to the offer of BBSN. The Arranger is liable and responsible for the contents of the Financial Services Guide. Babcock & Brown has liability under the Corporations Act for this Prospectus. Babcock & Brown Asset Holdings Pty Ltd ABN: 58 002 332 345 AFSL No: 247385 Preparation date: 9 November 2005 What is the purpose of this Financial Services Guide (FSG)? This FSG is an important document that tells you about the services and products that Babcock & Brown Asset Holdings Pty Ltd (BBAH, we, us or our) is authorised to provide you under our Australian Financial Services Licence (AFSL). This FSG contains important information about: • Who we are; • The financial services we offer; • The financial products to which those services relate; • How we and others are paid in connection with those services; • Your privacy; • How we deal with complaints; and • How we can be contacted. This FSG is designed to assist you in deciding whether to use any of the products and services we offer. When someone gives you personal advice recommending a financial product or offers to sell or issue to you a financial product you may receive a Product Disclosure Statement (PDS) or prospectus (depending on the type of financial product) relating to that product before you acquire it. You should read the PDS or prospectus (as applicable) carefully as it contains important information to assist you in making an informed decision about the product. What financial services and products does BBAH offer? BBAH is authorised under its AFSL to provide financial product advice and deal in the following classes of financial products to retail and wholesale clients: • Derivatives; • Foreign exchange contracts; • Debentures, stocks or bonds issued or proposed to be issued by a government; • Interests in managed investment schemes excluding investor directed portfolio services; and • Securities. We are also authorised to operate custodial or depository services (other than investor directed portfolio services). Although we are authorised under our AFSL to do so, we do not provide personal financial product advice, which is advice that takes into account your personal financial situation, needs or objectives. If you would like personal advice, you should contact a licensed financial advisor. The advisor is obliged to provide you with a Statement of Advice in respect of any personal financial product advice given to you. The Statement of Advice must set out the advice. It must also include information about the basis for the advice, the provider, certain other people and relevant remuneration. BBAH primarily provides financial services to wholesale clients, including other Babcock & Brown related entities. These financial services include investment advisory, dealing, underwriting and custodial services. 110 BABCOCK & BROWN SUBORDINATED NOTES
From time to time BBAH may act under an intermediary authorization pursuant to section 911A(2)(b) of the Corporations Act 2001 (Cth). An intermediary authorisation involves a product provider (who is not adequately licensed) appointing an “intermediary” (who is appropriately licensed) to make offers to potential investors to issue, vary or dispose of financial products. If such an offer is accepted, the product provider may then proceed to issue, vary or dispose of (as applicable) the relevant financial product. The offers may be made by the licensee or its authorized representatives. Specifically, BBAH has entered into an arrangement deed with Babcock & Brown Limited (Babcock & Brown) under which BBAH is appointed to act as intermediary for the offer of unsecured notes known as “Babcock & Brown Subordinated Notes” to be issued by Babcock & Brown under a prospectus lodged with ASIC (Prospectus). Who is BBAH? BBAH is a member of the Babcock & Brown group of companies (Babcock & Brown Group). The Babcock & Brown Group is a global investment and advisory firm with longstanding capabilities in structured finance and the creation, syndication and management of asset and cash-flow based investments. The Babcock & Brown Group was formed in 1977 as an advisor and arranger of US leveraged leases. In the ensuing 28 years, the Babcock & Brown Group has consistently built upon its expertise in asset-based finance to expand its activities both functionally and geographically into areas where these core strengths continue to provide it with a competitive advantage. The Babcock & Brown Group operates from 18 offices worldwide, anchored by administrative hub-offices in Sydney, San Francisco, New York, Munich and London. Payments to BBAH and others for the services provided BBAH is not receiving any remuneration for acting under the intermediary authorisation for the Babcock & Brown Subordinated Notes. In relation to its advisory, dealing, and underwriting and custodial activities for wholesale clients, BBAH receives remuneration which is negotiated on a case by case basis having regard to the terms of the relevant transaction. For example: • Advisory and dealing activities – a percentage of the value of assets under advice or management/administration. • Underwriting – a percentage of funds raised. • Custodial – a percentage of the value of assets under custodianship. Neither Babcock & Brown nor any other member of the Babcock & Brown Group is entitled to receive fees in respect of the offer or issue of the Babcock & Brown Subordinated Notes. Please refer to section 3.2 of the Prospectus for details of the use of funds raised under the offer and issue of the Notes. Ultimately the funds raised will be used to fund the investment activities of Babcock & Brown, from which it may receive investment returns. Financial advisors may receive fees if they provide advice to you or arrange for you to acquire an investment in any of our financial products. Details of the fees the advisor receives should be disclosed in a Financial Services Guide and/or Statement of Advice you should receive from the advisor. If commission is to be payable in respect of personal advice provided to you, the Statement of Advice must set out the amount of the commission, or if not ascertainable at the time the Statement of Advice is given, the manner in which the commission is to be calculated. Our employees, directors and other staff are paid a salary but do not receive any commissions. However, they may be eligible for bonus payments from us based on their performance in meeting or exceeding individual, team or company performance objectives. The privacy of your personal information At BBAH, the privacy of your personal information is important to us. Any personal information collected will be handled in accordance with our privacy policy and our obligations under relevant privacy laws (including the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth)). BABCOCK & BROWN SUBORDINATED NOTES 111
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BABCOCK & BROWN Sydney Melbourne Br
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Prospectus & supplementary prospect
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SUPPLEMENTARY PROSPECTUS Issuer Bab
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Key DAtes Key dates for the Offer D
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Guarantee: BBSN have the benefit of
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HoW to APPLy for BBsN Read Consider
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1. Key terms of BBSN BABCOCK & BROW
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Interest Payments (continued) Defer
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Babcock & Brown’s transaction rig
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2. answers to key questions BABCOCK
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Topic Summary More information BBSN
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Topic Summary More information Inte
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Topic Summary More information Exch
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Topic Summary More information Repa
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Topic Summary More information Guar
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3. Details of the Offer BABCOCK & B
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3.2.1 Source of Interest Payments B
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3.8 How do you complete Application
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4. information about babcock & brow
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4.2.1 Real Estate The Real Estate g
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distribution, bulk terminal and pow
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an economist with the Australian Tr
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5. summary financial information BA
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can be obtained free of charge by a
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Consolidated balance sheet (continu
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• performance fees earned from BJ
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6. risk factors BABCOCK & BROWN SUB
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HISTORICAL BANK BILL SWAP RATE 8.0%
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Group. The interests of these Emplo
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terrorist attack, major plant break
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6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89 and 90: BBEM BBGP BBI Babcock & Brown Elect
Page 91 and 92: Guarantee Guarantor the unsecured a
Page 93 and 94: Security Trust Deed means the deed
Page 95 and 96: APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98: (c) For the purposes of clause 2.1(
Page 99 and 100: 2.11 Method of payment Any amount w
Page 101 and 102: 4.4 Exit Notices (a) Once given by
Page 103 and 104: (2) (in the case of an entitlement
Page 105 and 106: (b) it shall have been indemnified
Page 107 and 108: 13 Amendments to these Terms of Iss
Page 109 and 110: Change in Control Event means each
Page 111 and 112: Issuer’s Group means the Issuer a
Page 113: APPENDIX C - arranger’s financial
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119 and 120: Pin cheque(s) here (do not staple)
Page 121 and 122: CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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