BABCOCK & BROWN

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Important information About this Prospectus This Prospectus is issued by Babcock & Brown Limited (Babcock & Brown) and is an invitation to apply for 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 (Offer). This Prospectus is dated 9 November 2005 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. ASIC and Australian Stock Exchange Limited (ASX) take no responsibility for the content of this Prospectus nor for the merits of the investment to which this Prospectus relates. Babcock & Brown Asset Holdings Pty Limited (ABN 58 002 332 345, AFSL Number 247385) (Arranger) is offering to arrange for the issue of BBSN by Babcock & Brown under this Prospectus. The issue of BBSN is made under a deed between Babcock & Brown and the Arranger that constitutes an ‘intermediary authorisation’ for the purposes of section 911A(2)(b) of the Corporations Act. As part of the Arranger’s obligations under the intermediary authorisation and the Corporations Act, it is required to give you a financial services guide before you decide to apply for BBSN. Appendix C contains a copy of the Arranger’s Financial Services Guide. BBSN are classified as unsecured notes for the purposes of section 283BH of the Corporations Act. Exposure Period The Corporations Act prohibits the processing of Applications during the seven day period after the date of lodgement of the Prospectus with ASIC (Exposure Period). The Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to allow market participants to examine the Prospectus prior to the Opening Date. Applications received during the Exposure Period will not be processed until after the Exposure Period. No preference will be given to Applications received during the Exposure Period. The Prospectus will be made generally available during the Exposure Period at www.babcockbrown.com Prospectus availability Potential investors resident in Australia can obtain a printed copy of this Prospectus free of charge during the Offer Period by calling the BBSN InfoLine on 1800 818 562 (Monday to Friday — 8.30am to 5.30pm). This Prospectus will also be available to Australian residents in electronic form at www.babcockbrown.com. If you access an electronic copy of this Prospectus you should ensure that you download and read the entire Prospectus. Applications for BBSN Applications for BBSN pursuant to this Prospectus may only be made by Australian residents (or, at Babcock & Brown’s discretion, foreign Institutional Investors, subject to compliance with relevant foreign laws) during the Offer Period on an Application Form attached to this Prospectus (including an electronic copy of this BABCOCK & BROWN SUBORDINATED NOTES Prospectus). The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus. There is no facility for Applications to be submitted electronically except where it may be provided by a Retail Broker. For information on who is eligible to apply for BBSN under the Offer and how to make an Application, see Section 3. Investment advice This Prospectus does not provide investment advice — you should seek your own professional investment advice. The Offer does not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. It is important that you read the entire Prospectus before deciding to apply for BBSN. In particular, in considering the prospects of the Babcock & Brown Group, it is important that you consider the risk factors that could affect the financial performance and position of the Group. You should carefully consider these factors in light of your particular investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional advice from your financial advisor or other professional advisor before deciding whether to apply for BBSN. For investment risks relevant to the Group and the Offer, see Section 6. Foreign jurisdictions As at the date of this Prospectus, no action has been taken to register or qualify BBSN or the Offer or otherwise to permit a public offering of BBSN outside Australia. The distribution of this Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Prospectus outside Australia, you should take advice on, and observe, any such restrictions. Any failure to comply with such restrictions may violate securities laws. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, BBSN have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any US Person, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the US Securities Act and applicable United States securities laws. A public offering of BBSN to New Zealand investors may only be made pursuant to an investment statement which has been lodged with the appropriate authority. Notwithstanding the above, Babcock & Brown and the Lead Manager & Bookrunner reserve the right to offer BBSN under the Institutional Offer to any Institutional Investor outside Australia, where to do so would not be in breach of the securities law requirements of the relevant jurisdiction. For further details of the foreign selling restrictions that apply to BBSN, see Section 8.17. ASX quotation Babcock & Brown will apply to ASX within seven days after the date of this Prospectus for BBSN to be quoted on ASX. If ASX does not grant permission for BBSN to be quoted within three months (or any longer period permitted by law) after the date of this Prospectus, BBSN will not be issued and all Application payments will be refunded (without interest) as soon as practicable. Prospectus expiry This Prospectus expires on the date which is 13 months after the date of this Prospectus (Expiry Date). No BBSN will be issued on the basis of this Prospectus later than the Expiry Date. Defined words and expressions Some words and expressions used in this Prospectus have defined meanings, which are in the glossary in Appendix A. Certain definitions specific to BBSN are in clause 14.2 of the Terms in Appendix B. A reference to time in this Prospectus is to Sydney time unless otherwise stated. A reference to $, A$, AUD and cents is to Australian currency unless otherwise stated. Disclaimer You should rely only on information contained in this Prospectus. No person is authorised to give any information, or to make any representation, in connection with the Offer described in this Prospectus that is not contained in this Prospectus. Any information or representation that is not in this Prospectus may not be relied on as having been authorised by Babcock & Brown or any other person in connection with the Offer. Except as required by law, and only to the extent so required, neither Babcock & Brown nor any other person warrants or guarantees the future performance of Babcock & Brown or any return on any investment made pursuant to this Prospectus. The pro-forma financial information provided in this Prospectus is for information purposes only and is not a forecast of operating results to be expected in future periods. About the Trustee The Trustee has had no involvement in the preparation of any part of this Prospectus, other than particular references to the Trustee and the Trust Deed. The Trustee expressly disclaims and takes no responsibility for any other part of this Prospectus. It makes no statement in this Prospectus and has not authorised or caused the issue of this Prospectus. The Trustee does not guarantee the success of BBSN or payment of any interest or principal on BBSN. Enquiries If, after reading this Prospectus, you have any questions in relation to the Offer, please contact the BBSN InfoLine on 1800 818 562 (Monday to Friday — 8.30am to 5.30pm).
SUPPLEMENTARY PROSPECTUS Issuer Babcock & Brown Limited (ABN 53 108 614 955) Important information This Supplementary Prospectus relates to the prospectus lodged by Babcock & Brown with ASIC on 9 November 2005 in connection with the offer of BBSN (Prospectus). This Supplementary Prospectus supplements, and should be read together with, the Prospectus. Words and expressions used in this Supplementary Prospectus have the meanings given to them in the Prospectus. This Supplementary Prospectus is dated 21 November 2005. A copy of this Supplementary Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Supplementary Prospectus. The Prospectus and this Supplementary Prospectus do not provide investment advice—you should seek your own professional investment advice. The Offer does not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. Margin determined Following the successful completion of the Bookbuild on 18 November 2005 (as described in Section 3.10.1 of the Prospectus), Babcock & Brown has determined the Margin to be 2.20% per annum until the first Reset Date. This is within the indicative range set out in the Prospectus of 2.00% – 2.30% per annum. Interest Rate for the first Interest Period As detailed in Section 2 of the Prospectus, the Interest Rate on BBSN is the Market Rate plus the Margin. Until the first Reset Date, the Market Rate is the Bank Bill Swap Rate and will be determined semi-annually. For the first Interest Period the Interest Rate will be the Margin plus the greater of the Bank Bill Swap Rate on the last day of the Bookbuild and the Bank Bill Swap Rate on the Settlement Date. Accordingly, based on the Bank Bill Swap Rate of 5.6583% on 18 November 2005, the Interest Rate for the first Interest Period will be no less than 7.8583% per annum. ASX quotation As foreshadowed in Section 8.19 of the Prospectus, Babcock & Brown has applied for BBSN to be quoted on ASX under the ASX code, “BNBG”. Directors’ consent to lodgement Each of the Directors has given and has not withdrawn their consent to the issue of this Supplementary Prospectus, and to its lodgement with ASIC. Signed for and on behalf of Babcock & Brown by: Phillip Green Director BABCOCK & BROWN SUBORDINATED NOTES 1
Page 1 and 2: BABCOCK & BROWN Sydney Melbourne Br
Page 3: Prospectus & supplementary prospect
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
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Page 53 and 54: 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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