BABCOCK & BROWN

may be invested or otherwise made use of by the Directors
for the benefit of Babcock & Brown until claimed.
In addition, the Directors may implement a dividend
reinvestment plan on such terms as they think fit to be
amendable as and when they think fit.
8.5.3 General meetings and notices
Subject to the Constitution and any special terms of a class
of shares, each shareholder is entitled to receive notice of,
and to attend and vote at, general meetings of Babcock
& Brown and to receive all notices, accounts and other
documents required to be sent to shareholders under the
Constitution, the Corporations Act or the Listing Rules.
8.5.4 Issue of further shares
Subject to the Constitution, the Corporations Act, the Listing
Rules and any rights previously conferred on the shareholders
the Directors may allot, issue or otherwise dispose of Babcock
& Brown shares to any person, on any terms and conditions,
at that face value and at those times as the Directors think fit.
Directors have full power to give any person a call or option
over any shares during any time and for any consideration
as they think fit and may issue shares with any preferential,
deferred or special rights, privileges or conditions or with any
restrictions (whether in regard to dividend, voting, return of
share capital or otherwise) as they determine.
8.5.5 Winding Up
Subject to the rights of shareholders with special rights in a
winding up, on a winding up of Babcock & Brown all assets
that may be legally distributed among the shareholders will
be distributed to shareholders in order to return capital paid
up on their shares in Babcock & Brown and distribute any
surplus in proportion to the amount paid up (not credited)
on shares held by them.
8.5.6 Transfer of shares
Shareholders may transfer shares in Babcock & Brown by
a written transfer instrument in the usual form, any form
approved by the Directors, or by a proper transfer effected
in accordance with the ASTC Settlement Rules and ASX
requirements. All transfers must comply with Constitution, the
Corporations Act, the Listing Rules and the ASTC Settlement
Rules. The Directors may refuse to register a transfer of
shares, including in circumstances where the transfer is not
in registrable form or the refusal to register the transfer is
permitted by the Listing Rules or ASX. The Directors must
refuse to register a transfer of shares where required to do so
by the Listing Rules. In addition, subject to the Corporations
Act and the ASX Listing Rules, the Directors may, in limited
circumstances as described in the Constitution, apply a
holding lock to prevent a transfer of shares.
8.5.7 Number of Directors and appointment
The number of Directors must be not less than three and
the maximum is to be fixed by the Directors but may not be
more than 10 unless Babcock & Brown passes a resolution
varying that number.
Subject to the Corporations Act and the Listing Rules,
Directors, other than the managing director, must retire from
office or seek re‐election by no later than the third annual
general meeting following their appointment or election or
three years, whichever is longer. In addition, unless otherwise
determined by a resolution of the shareholders of Babcock &
Brown, while Babcock & Brown is admitted to the official list
of ASX, at least one Director must retire from office at each
annual general meeting unless there has been an election of
Directors earlier that year.
The Directors may also appoint a Director to fill a casual vacancy
on the Board or in addition to the existing Directors, who
may then hold office until the next annual general meeting
of Babcock & Brown.
8.5.8 Remuneration of Directors
Subject to the Listing Rules, in a general meeting of
shareholders Babcock & Brown has the ability to determine the
maximum cash fees to be paid to Directors. The sum fixed in
the Constitution as the maximum aggregate cash remuneration
to be paid to the Directors for services rendered as Directors
is $1.5 million, which may be distributed among the Directors
as they determine. The Constitution also makes provision for
Babcock & Brown to pay all reasonable expenses of Directors
in attending meetings and carrying out their duties.
8.5.9 Indemnification and insurance of Directors
Babcock & Brown, on a full indemnity basis and to the full
extent permitted by law, indemnifies each person who is or
has been a Director or secretary of Babcock & Brown, and
such other officers or former officers of Babcock & Brown as
the Directors in each case determine (each an Officer) against
any liability (other than legal costs) incurred in the discharge of
their duties as an Officer of Babcock & Brown except where
BABCOCK & BROWN SUBORDINATED NOTES 69