BABCOCK & BROWN

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INVestmeNt HIGHLIGHts BBSN are unsecured, subordinated, cumulative, resettable notes issued by Babcock & Brown. They are debt obligations of Babcock & Brown. Investment highlights of BBSN include: Interest Payments: BBSN pay floating rate, semi–annual, cumulative Interest until the first Reset Date. The Interest Rate will be the sum of the Market Rate plus a Margin (determined through the Bookbuild and within the indicative range of 2.00% to 2.30%). The Interest Rate for the first Interest Period will be the Margin plus the higher of the Market Rate on the last day of the Bookbuild and the Market Rate on the Settlement Date. The Interest Rate (including the basis of calculating such Interest Rate) and Interest Payment Dates may be changed by Babcock & Brown on a Reset Date. Interest Payment Dates: 15 May and 15 November unless changed at a Reset Date, subject to deferral rights, with penalty interest accruing on Outstanding Interest. Dividend Stopper: If Babcock & Brown defers payment of Interest, it will be prevented from declaring and paying any dividend or making any return of capital or other payment to its shareholders. Exchange, Repayment and Resale: BBSN may be Exchanged, Repaid or Resold in certain circumstances. Maturity Date: 15 November 2015, however, Holders may provide an Exit Notice in certain circumstances, including prior to a Reset Date or the Maturity Date or in response to notice of a Change in Control Event or a Trigger Event. Where an Exit Notice is given in these circumstances the relevant BBSN may generally be Exchanged, Repaid or Resold. 4 BABCOCK & BROWN SUBORDINATED NOTES
Guarantee: BBSN have the benefit of a BBIPL subordinated Guarantee. BBIPL is the main operating entity of the Babcock & Brown Group. Risks: BBSN are subordinated and unsecured, and an investment in them involves risks. See Section 6 for further information. ASX quotation: Application will be made to ASX within seven days after the date of this Prospectus for BBSN to be quoted on ASX. No fees: No fees are payable by Holders in respect of the Application, issue, Exchange, Repayment or Resale of BBSN. 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. BBSN in the Babcock & Brown Group structure BBSN Holders Gross Offer proceeds BBSN Babcock & Brown 100% ownership Ordinary Shareholders Net Offer proceeds (BBIPL Loan) 71% ownership BBIPL 29% ownership US Executive Stakeholders Operating companies BABCOCK & BROWN SUBORDINATED NOTES 5
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: Key DAtes Key dates for the Offer D
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
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
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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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