BABCOCK & BROWN

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Your guide to the Application Form This Application Form relates to the prospectus lodged with ASIC on 9 November 2005, as supplemented by the supplementary prospectus lodged with ASIC on 21 November 2005 (Prospectus), issued by Babcock & Brown. The Prospectus contains important information about investing in the BBSN. You should read the entire Prospectus before applying for BBSN. The Prospectus will expire 13 months after the date of the Prospectus. ASIC requires that a person who provides access to an electronic Application Form must provide access, by the same means and at the same time, to the relevant Prospectus and any replacement or supplementary Prospectus. This Application Form is attached to the Prospectus. During the Offer Period, Babcock & Brown will send paper copies of the Prospectus, any replacement or supplementary prospectus and the Application Form, free of charge on request. Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form. A Insert the number of BBSN you wish to apply for. You may be issued all of number shown on this form. Our privacy policy is available on our website the BBSN applied for or a lesser number. (www.linkmarketservices.com.au). B C D E F G Insert the relevant amount of Application money. To calculate your Application money, multiply the number of BBSN applied for by A$100. Amounts should be in Australian dollars. Please make sure the amount of your Application money/cheque(s) equals this amount. Write the full name you wish to appear on the statement of BBSN. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. Applications using the wrong form of names may be rejected. Please enter your postal address for all correspondence. All communications to you from Babcock & Brown and the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. If you are already a CHESS participant or sponsored by a CHESS participant, write your HIN here. Please enter your telephone number(s) and contact name in case we need to contact you in relation to your application. Please complete payment details as follows: • If you are a General Applicant, make your cheque(s) payable to “Babcock & Brown Limited – BBSN Offer Account”. Cheques must also be drawn on an Australian branch of a financial institution and should be crossed “Not Negotiable”. • If you are a Broker Firm Applicant, make your cheque(s) payable in accordance with the instructions from the Retail Broker from whom you received your Allocation of BBSN. • The amount should agree with the amount shown in Section B. • Sufficient cleared funds should be held in your account, as cheque(s) returned unpaid are likely to result in your Application being rejected. • Pin (do not staple) your cheque(s) to the Application Form where indicated. PERSONAL INFORMATION Link Market Services Limited advises that Chapter 2C of the Corporations Act requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone DECLARATION By returning this Application Form and paying the moneys payable on an Application I/we: 1 represent and warrant that I/we have personally received a paper or electronic copy of the Prospectus and any replacement or supplementary document accompanying this Application Form and have read them in full; 2 accept the terms and conditions of the Offer as set out in the Prospectus, including this Application Form; 3 accept and agree to be bound by the Terms, the Trust Deed, the terms of the Prospectus and upon Exchange, the Constitution, all as amended from time to time; 4 represent and warrant that I am / we are, if a natural person, over the age of 18 years and not under any legal disability; 5 authorise the Lead Manager and Babcock & Brown and their respective officers or agents, to do anything on my/our behalf necessary for BBSN to be issued to me/us, including without limitation to sign any necessary documents and to act on instructions received by the Registry on using the contact details in box D or F; 6 represent and warrant that: (a) I am / we are not in the United States, I am / we are not a US Person, I am / we are not acting for the account or benefit of another person who is a US Person or within the United States and I/we will not offer, sell or resell BBSN in the United States or to, or for the account or benefit of, any US Person; and (b) the law of any other place does not prohibit me from being given the Prospectus and any replacement or supplementary prospectus or making an Application on this Application Form; 7 represent and warrant that all details and statements in the Application Form are complete and accurate; 8 apply for the number of BBSN on the front of this Application Form and agree to being issued such number of BBSN or a lesser number; and 9 acknowledge that the information contained in the Prospectus (and any supplementary or replacement prospectus) is not investment advice or a recommendation that BBSN are suitable for me/us and information in the Prospectus is provided without taking into account my/our investment objectives, financial situation or particular needs. CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold BBSN. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. Type of investor Correct form of registration Incorrect form of registration Individual Mrs Katherine Clare Edwards K C Edwards Use given names in full, not initials Company Use company’s full title, not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Mr Peter Paul Tranche & Peter Paul & Ms Mary Orlando Tranche Mary Tranche Joint holdings Use full and complete names Trusts Use the trustee(s) personal name(s) Deceased estates Use the executor(s) personal name(s) Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Mrs Alessandra Herbert Smith Ms Sophia Garnet Post & Mr Alexander Traverse Post Mrs Sally Hamilton Alessandra Smith Family Trust Estate of late Harold Post or Harold Post Deceased Master Henry Hamilton Partnerships Mr Frederick Samuel Smith & Fred Smith & Son Use the partners’ personal names Mr Samuel Lawrence Smith Long names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs / Unincorporated bodies / Business names Use office bearer(s) personal name(s) Superannuation funds Use the name of the trustee of the fund Mr Alistair Edward Lilley XYZ Pty Ltd Vintage Wine Club XYZ Pty Ltd Superannuation Fund • Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application.
CORPORATE DIRECTORY Issuer Babcock & Brown Limited Level 39, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Arranger Babcock & Brown Asset Holdings Pty Limited Level 39, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Directors James Babcock, Executive Chairman Elizabeth Nosworthy, Deputy Chairman and Non-Executive Director Phillip Green, Managing Director James Fantaci, Executive Director Dieter Rampl, Non-Executive Director Ian Martin, Non-Executive Director Martin Rey, Executive Director Michael Sharpe, Non-Executive Director Company Secretaries Judith Howard Paul Ferguson Legal advisor Freehills MLC Centre 19-29 Martin Place Sydney NSW 2000 Tax advisor Greenwoods & Freehills Pty Limited MLC Centre 19-29 Martin Place Sydney NSW 2000 Registry Link Market Services Limited Level 8, 580 George Street Sydney NSW 2000 Trustee Permanent Trustee Company Limited Level 4, 35 Clarence Street Sydney NSW 2000 Auditor Ernst & Young 680 George Street Sydney NSW 2000 Lead Manager & Bookrunner UBS AG, Australia Branch Level 25, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Senior Co-Manager Grange Securities Limited Level 33, 264 George St Sydney NSW 2000 Co-Managers Bell Potter Securities Limited Level 33, Grosvenor Place 225 George St Sydney NSW 2000 Commonwealth Securities Limited Level 18, 363 George St Sydney NSW 2000 Ord Minnett Limited Level 8, NAB House 255 George St Sydney NSW 2000 Tricom Equities Limited Level 9, Exchange House 10 Bridge St Sydney NSW 2000 UBS Private Clients Australia Limited Level 27, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 BBSN InfoLine 1800 818 562 Monday to Friday — 8.30am to 5.30pm www.babcockbrown.com <strong>BABCOCK</strong> & <strong>BROWN</strong> SUBORDINATED NOTES
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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
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9 November 2005 The Directors Babco
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To the extent that a capital loss w
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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
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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 and 116: From time to time BBAH may act unde
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119: Pin cheque(s) here (do not staple)
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BABCOCK & BROWN

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