BABCOCK & BROWN

8. Additional information
8.1 Reporting and disclosure obligations
Babcock & Brown is a disclosing entity for the purposes of
the Corporations Act. As a disclosing entity, it is subject to
regular reporting and disclosure obligations. Broadly these
obligations require that Babcock & Brown prepare both yearly
and half-yearly financial statements, a report on the operations
of Babcock & Brown during the relevant accounting period
together with an audit or review report by its auditor.
Copies of these and other documents lodged with ASIC
may be obtained from or inspected at an ASIC office and
on Babcock & Brown’s website at www.babcockbrown.com
Babcock & Brown must ensure that ASX is continuously
notified of information about specific events and matters as
they arise for the purpose of ASX making the information
available to the Australian stock market.
Babcock & Brown has an obligation under the Listing Rules
(subject to certain exceptions) to notify ASX immediately of
any information concerning it of which it becomes aware,
which a reasonable person would expect to have a material
effect on the price or value of its quoted securities.
8.2 Availability of documents
Babcock & Brown will provide a copy of any of the following
documents free of charge to any person who requests a copy
during the Offer Period:
• the consolidated annual financial statements of Babcock
& Brown for the year ended 31 December 2004 (being the
most recent audited annual financial statements lodged with
ASIC before lodgement of this Prospectus with ASIC);
• the consolidated half-year financial statements of Babcock
& Brown for the six months ended 30 June 2005 (being
the most recent reviewed half-year financial statements
lodged with ASIC before lodgement of this Prospectus
with ASIC); and
• any continuous disclosure notices given by Babcock &
Brown in the period after the lodgement of the annual
financial statements for the year ended 31 December
2004 and before lodgement of this Prospectus with ASIC.
All requests for copies of the above documents should be
addressed to:
The Company Secretary
Babcock & Brown Limited
Level 39, The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
These documents are also available from the Babcock & Brown
website at www.babcockbrown.com
8.3 Rights and liabilities attaching to BBSN
The rights and liabilities of BBSN are contained in the Trust
Deed which incorporates the Terms. The Terms are set out in
full in Appendix B of this Prospectus and the Trust Deed is
summarised in Section 8.4. Rights and liabilities attaching
to BBSN may also arise under the Corporations Act, Listing
Rules and other laws.
As BBSN may Exchange into Ordinary Shares, a summary of the
rights and liabilities attaching to Ordinary Shares is set out in
Section 8.5.
8.4 Summary of the Trust Deed
Babcock & Brown has entered into the Trust Deed with
Permanent Trustee Company Limited (Trustee) and BBIPL.
The Trust Deed is governed by New South Wales law and
is dated 9 November 2005.
The Terms, the Trust Deed, the Corporations Act, the Listing
Rules and other laws govern the terms and conditions of
BBSN and the rights and obligations of Babcock & Brown,
the Trustee, BBIPL and the Holders in respect of BBSN. The
benefit of the Trust Deed is held on trust by the Trustee for the
Holders. All Holders are bound by the terms of the Trust Deed.
The Trust Deed is a complex and lengthy document. It has not
been reproduced in this Prospectus. The Trust Deed has been
lodged with ASIC and is incorporated by reference into this
Prospectus. A summary of some important provisions of the Trust
Deed is set out below and the Terms for BBSN are set out in
full in Appendix B. A copy of the Trust Deed can be obtained
free of charge by any person who requests it during the Offer
Period, by calling the BBSN InfoLine on 1800 818 562.
The Trust Deed contains provisions governing a payment
guarantee (Guarantee) and not a performance guarantee
granted by BBIPL (Guarantor). Under the Guarantee, the
Guarantor guarantees the due and punctual payment of the
moneys due under the Trust Deed and the Terms to the
Trustee and the Holders.
Some of the features of the Guarantee are summarised below:
• Payment. If the moneys due under the Trust Deed and
Terms to the Trustee or Holders are not paid when due,
the Guarantor must immediately on demand from the
Trustee pay to the Trustee the moneys owing.
66 BABCOCK & BROWN SUBORDINATED NOTES