BABCOCK & BROWN

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2 B A B C O C K & B R O W N For further information please contact: Kelly Hibbins Babcock & Brown +61 2 92291800 BBSN InfoLine on 1800 818 562 (Monday to Friday – 8.30am to 5.30pm) About Babcock & Brown Babcock & Brown 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. Babcock & Brown was founded in 1977 and is listed on the Australian Stock Exchange. Babcock & Brown operates from 18 offices across Australia, the United States, Europe, Asia and Africa and has in excess of 600 employees worldwide. Babcock & Brown has five operating divisions including real estate, infrastructure and project finance, operating leasing, structured finance and corporate finance. The company has established a specialist funds and asset management platform across the operating divisions that has resulted in the establishment of a number of focused investment vehicles in areas including real estate and infrastructure. For further information please see our website: www.babcockbrown.com Babcock & Brown Limited A.B.N. 53 108 614 955 Level 39, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Telephone 02 9229 1800 Fax 02 9231 5619
Prospectus & supplementary prospectus For the issue of Babcock & Brown Subordinated Notes (BBSN) at an issue price of $100 each to raise up to $250 million with the ability to accept oversubscriptions for up to $50 million Applications must be for a minimum of 50 BBSN ($5,000) Issuer Babcock & Brown Limited (ABN 53 108 614 955) Guarantor Babcock & Brown International Pty Limited (ABN 76 108 617 483) Lead Manager & Bookrunner Senior Co-Manager Grange Securities Limited Co-Managers Bell Potter Securities Limited Commonwealth Securities Limited Ord Minnett Limited Tricom Equities Limited UBS Private Clients Australia Limited Arranger Babcock & Brown Asset Holdings Pty Limited (ABN 58 002 332 345, AFSL Number 247385)
Page 1: BABCOCK & BROWN Sydney Melbourne Br
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 and 16: Interest Payments (continued) Defer
Page 17 and 18: Babcock & Brown’s transaction rig
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
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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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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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