BABCOCK & BROWN

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FINANCIAL SERVICES GUIDE Our privacy policy sets out details of how we comply with our legal obligations in the handling of your personal information. A copy of our privacy policy can be obtained by visiting the following website: www.babcockbrown.com Alternatively, you can contact us and we will provide you with a copy. Complaints handling We have established procedures to properly consider and address any complaint you may have. If you wish to make a complaint about any of our products or services, please contact our Complaints Officer using our contact information set out below. Complaints Officer Babcock & Brown Asset Holdings Pty Ltd Level 39, The Chifley Tower 2 Chifley Square SYDNEY NSW 2000 Telephone (02) 9229 1800 If you are not satisfied with our response to your complaint, you may lodge a written complaint with the Financial Industry Complaints Service (FICS) for an independent review of your matter. Financial Industry Complaints Service Limited PO Box 579, Collins Street West Melbourne VIC 8007 Telephone (03) 8623 2000 Toll free 1300 780 808 Facsimile (03) 9621 2291 Email Website fics@fics.asn.au www.fics.asn.au This external dispute resolution body is established to assist you to resolve your complaint where you have been unable to do so with us. However, it is important that you contact us in the first instance so we can endeavour to address your concerns. How you can contact BBAH Mail Babcock & Brown Asset Holdings Pty Ltd Level 39, The Chifley Tower 2 Chifley Square SYDNEY NSW 2000 Telephone (02) 9229 1800 Facsimile (02) 9223 2907 Website www.babcockbrown.com 112 BABCOCK & BROWN SUBORDINATED NOTES
Pin cheque(s) here (do not staple) A C BABCOCK & BROWN LIMITED ABN 53 108 614 955 Babcock & Brown Subordinated Notes (BBSN) Application Form This Application Form is important. If you are in any doubt as to how to deal with it, please contact your accountant, stockbroker, lawyer, Australian financial services licensee, authorised representative or other professional adviser. You should read the entire Prospectus carefully before completing this form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless attached to, or accompanied by the Prospectus. Applications for Babcock & Brown Subordinated Notes (BBSN) will only be accepted if made on an Application Form issued together with the Prospectus. Your Application is, to the extent permitted by law, irrevocable. Capitalised words and certain terms used in this form have the same meaning given to them in the Prospectus. By returning this Application Form and paying the moneys payable on an Application, you make the declarations and acknowledgements set out on the back of this Application Form. Number of BBSN applied for Offer price per BBSN I/We lodge full Application money , , (minimum 50 BBSN, thereafter in multiples of 10 BBSN) at A$100 B A$ , , . PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant surname / company name Title First name Middle name Joint Applicant #2 surname Title First name Middle name Designated account e.g. (or joint Applicant #3) D PLEASE COMPLETE ADDRESS DETAILS PO Box / RMB / Locked bag / Care of (c/-) / Property name / Building name (if applicable) Unit number / Level Street number Street name Suburb/City/Town State Postcode Email address (only for purpose of electronic communication of Holder information) E CHESS HIN (if you want to add this holding to a specific CHESS holder, please provide your CHESS HIN in the box below). X Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any BBSN issued as a result of the Offer will be held on the issuer sponsored sub-register. Telephone number where you can be contacted during business hours F ( ) Contact name (PRINT) G APPLICATION PAYMENTS General Applicants – Cheque(s) or money order(s) should be made payable to “Babcock & Brown Limited – BBSN Offer Account” in Australian currency and crossed “Not Negotiable”. Broker Firm Applicants – Cheque(s) or money order(s) should be made payable in accordance with the instructions from the Retail Broker from which you received your allocation of BBSN. Cheque or money order number BSB Account number - LODGEMENT INSTRUCTIONS General Applicants: You must return your Application Form and Application monies so they are received before the General Offer Closing Date at 5:00pm (Sydney time) on 14 December 2005 (subject to change without notice) to: Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235; or hand deliver to Level 8, 580 George Street, Sydney NSW 2000. Broker Firm Offer Applicants: Investors should complete and lodge their Application Form, in accordance with the instructions of the Retail Broker from which they received their Allocation of BBSN. The Broker Firm Offer Closing Date is 10:00am on Monday 19 December 2005 (subject to change without notice). If you require further information on how to complete this form, or if any of the above details are incorrect, please contact your Broker or the BBSN InfoLine on 1800 818 562 (Monday to Friday 8:30am to 5:00pm). BNB IPO001 *BNB IPO001*
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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
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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 and 114: APPENDIX C - arranger’s financial
Page 115: From time to time BBAH may act unde
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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