BABCOCK & BROWN

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