BABCOCK & BROWN

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1. Key terms of BBSN Holder exit rights (continued) Exchange into Ordinary Shares Babcock & Brown Resale In the event of Exchange, the number of Ordinary Shares delivered to a Holder for each BBSN the subject of an Exchange will be calculated as: Number of Ordinary Shares for each BBSN Exchanged = (Repayment Amount)/(VWAP x (1 - ED)) Where: ED means the Exchange Discount of 2.5% (or as changed by Babcock & Brown on a Reset Date); Repayment Amount means the Face Value plus any Outstanding Interest as at the Realisation Date that will not be separately paid in cash as interest on the Realisation Date; and VWAP means, subject to any adjustments discussed in Appendix B, the average of the daily volume weighted average sale prices (rounded to the nearest full cent) of Ordinary Shares sold on ASX during the 20 Business Days immediately before the Realisation Date. If Babcock & Brown has elected to Resell the BBSN, then it must ensure that the Holder is paid an amount at least equal to the Repayment Amount on the Realisation Date (subject to withholding of any tax). Babcock & Brown exit rights Repayment, Exchange and Resale Babcock & Brown may Repay all or some BBSN on a Reset Date. Babcock & Brown may Repay all BBSN: • on occurrence of a Change in Law Event; • on occurrence of a Change in Control Event; • on occurrence of a Delisting Event; or • if the aggregate Face Value of BBSN on issue is less than $50 million. Babcock & Brown may Exchange, Repay or Resell (or a combination of Exchange, Repay and Resell) BBSN to the extent a Holder requests Exchange pursuant to delivery of an Exit Notice, although Resale may not occur on the Maturity Date. Babcock & Brown may Repay or Resell (or a combination of Repay and Resell) BBSN to the extent a Holder requests Repayment pursuant to an Exit Notice. Guarantee Guarantor Guarantee No restrictions Babcock & Brown International Pty Limited (BBIPL). BBIPL guarantees any amounts which become due and payable by Babcock & Brown on BBSN. Claims under the Guarantee are subordinated to the claims of all creditors of BBIPL (other than creditors whose claims are expressed to rank after or equally with the claims of Holders under the Guarantee), but in priority to the claims of BBIPL shareholders. The Trust Deed does not restrict BBIPL from entering into any transaction or from acquiring and disposing of assets, entering into any borrowing, guarantee or indemnity and creating and issuing further guarantees, loans or other equity or debt securities including securities or other indebtedness ranking ahead of claims of Holders under the Guarantee, other than entering into any encumbrance in its favour from Babcock & Brown, while the moneys owing under the Guarantee are still outstanding. Impact on Deferred As the payment of interest is subject to deferral conditions, the Guarantee does not ensure that interest Interest will be paid in all circumstances. For a more detailed description of the Guarantee, see Section 8.4. Further BBIPL Guarantee subordination documents BBIPL may require the Trustee to execute on behalf of itself and all Holders such documents as BBIPL considers necessary or desirable for the purposes of the subordination of the Guarantee to any indebtedness or guarantee of BBIPL which ranks ahead of claims of Holders. 12 BABCOCK & BROWN SUBORDINATED NOTES
Babcock & Brown’s transaction rights and subordination No restrictions Subordination on payments Winding Up Further subordination documents Babcock & Brown may enter into any transaction without restriction including acquiring and disposing of assets, entering into any borrowing, guarantee or indemnity and creating and issuing further BBSN or other equity or debt securities including securities or other indebtedness ranking ahead of the claims of Holders without the consent of Holders or the Trustee. BBSN are subordinated to the claims of all creditors of Babcock & Brown other than creditors whose claims are expressed to rank equally with or after the claims of the Trustee or a Holder under or in respect of its BBSN. Babcock & Brown may issue debt ranking ahead of BBSN in right of any payment including payment of interest and on a Winding Up. On a Winding Up, the rights of Holders are subordinated in right of payment to the claims of any creditors of Babcock & Brown from time to time other than claims stated to rank equally with, or after, the claims of Holders. Babcock & Brown may require the Trustee to execute, on behalf of all Holders, such documents as Babcock & Brown considers necessary or desirable for the purpose of the subordination of BBSN to any indebtedness of Babcock & Brown which ranks ahead of, or equal to, claims of Holders. Other key terms Voting rights No participation as members Holders will have no right to vote at general meetings of Babcock & Brown unless provided for by the Listing Rules or the Corporations Act. BBSN are debt securities of Babcock & Brown and accordingly have no rights or capacity to participate in issues to Shareholders. If a Holder becomes a Shareholder through Exchange it will enjoy the rights of Shareholders under the Constitution. This Prospectus should be read carefully and in its entirety. If you are unclear in relation to any matter or uncertain if BBSN is a suitable investment, you should consult your stockbroker, accountant or other financial advisor. BABCOCK & BROWN SUBORDINATED NOTES 13
Page 1 and 2: BABCOCK & BROWN Sydney Melbourne Br
Page 3 and 4: Prospectus & supplementary prospect
Page 5 and 6: SUPPLEMENTARY PROSPECTUS Issuer Bab
Page 7 and 8: Key DAtes Key dates for the Offer D
Page 9 and 10: Guarantee: BBSN have the benefit of
Page 11 and 12: HoW to APPLy for BBsN Read Consider
Page 13 and 14: 1. Key terms of BBSN BABCOCK & BROW
Page 15: Interest Payments (continued) Defer
Page 19 and 20: 2. answers to key questions BABCOCK
Page 21 and 22: Topic Summary More information BBSN
Page 23 and 24: Topic Summary More information Inte
Page 25 and 26: Topic Summary More information Exch
Page 27 and 28: Topic Summary More information Repa
Page 29 and 30: Topic Summary More information Guar
Page 31 and 32: 3. Details of the Offer BABCOCK & B
Page 33 and 34: 3.2.1 Source of Interest Payments B
Page 35 and 36: 3.8 How do you complete Application
Page 37 and 38: 4. information about babcock & brow
Page 39 and 40: 4.2.1 Real Estate The Real Estate g
Page 41 and 42: distribution, bulk terminal and pow
Page 43 and 44: an economist with the Australian Tr
Page 45 and 46: 5. summary financial information BA
Page 47 and 48: can be obtained free of charge by a
Page 49 and 50: Consolidated balance sheet (continu
Page 51 and 52: • performance fees earned from BJ
Page 53 and 54: 6. risk factors BABCOCK & BROWN SUB
Page 55 and 56: HISTORICAL BANK BILL SWAP RATE 8.0%
Page 57 and 58: Group. The interests of these Emplo
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 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
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To the extent that a capital loss w
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8. Additional information BABCOCK &
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• Subordination. A claim by the T
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may be invested or otherwise made u
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8.6.1 Classes of shares The A Class
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Agreement. Under the agreement, the
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This right is independent of Babcoc
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8.10 Summary of the Arrangement Dee
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Greenwoods & Freehills has acted as
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8.20 Foreign acquisitions and takeo
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APPENDIX A - Glossary BABCOCK & BRO
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BBEM BBGP BBI Babcock & Brown Elect
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Guarantee Guarantor the unsecured a
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Security Trust Deed means the deed
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APPENDIX B - Terms of Issue BABCOCK
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(c) For the purposes of clause 2.1(
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2.11 Method of payment Any amount w
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4.4 Exit Notices (a) Once given by
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(2) (in the case of an entitlement
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(b) it shall have been indemnified
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13 Amendments to these Terms of Iss
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Change in Control Event means each
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Issuer’s Group means the Issuer a
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APPENDIX C - arranger’s financial
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From time to time BBAH may act unde
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Pin cheque(s) here (do not staple)
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Pin cheque(s) here (do not staple)
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CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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