BABCOCK & BROWN

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APPENDIX A – Glossary Consenting Party each of the consenting parties named in Section 8.13 Constitution the constitution of Babcock & Brown, as summarised in Section 8.5 Corporations Act Directors Dividend Stopper EBB EBIT Eircom Employee Stakeholders EPS Existing Corporate Facility Expiry Date Exposure Period Finance Party Financial Services Guide GAAP General Applicant General Offer Corporations Act 2001 (Cth) the directors of Babcock & Brown the restrictions on Babcock & Brown as set out in clause 2.6 of the Terms Everest Babcock & Brown Alternative Investments Group (ASX code: EBB), comprising Babcock & Brown Alternative Investment Management Limited (ABN 42 112 480 145) and Everest Babcock & Brown Alternative Investments Trust (ARSN 112 129 218) earnings before interest and tax Eircom Group plc (ISE code: EIR.I) (LSE code: EIR.L) Employees of Babcock & Brown who are also equity holders in Babcock & Brown (either directly or in conjunction with their associated entities) and who acquired equity in Babcock & Brown in the IPO earnings per share the $550 million loan facility made available to BBIPL pursuant to the Senior Facility Agreement the date which is 13 months after the date of this Prospectus the period of seven days (which may be extended by ASIC for a further seven days) after lodgement of this Prospectus with ASIC during which Babcock & Brown must not accept Applications the agent, the arranger, the security trustee, the issuing bank or a lender in connection with the Senior Facility Agreement. the Arranger’s financial services guide in Appendix C Generally Accepted Accounting Principles Applicants who are neither Institutional Investors nor Broker Firm Applicants The invitation to Australian resident retail investors to apply for BBSN according to this Prospectus General Offer closing date of the General Offer, expected to be 5.00pm on 14 December 2005 1 Closing Date General Offer Period the period from the Opening Date to the General Offer Closing Date GPT GPT Group (ASX code: GPT), comprising GPT Management Holdings Limited (ABN 67 113 510 188) and General Property Trust (ARSN 090 110 357) GPT JV a strategic joint venture between Babcock & Brown and GPT Group, as summarised in Section 4.3.6 Greenwoods Greenwoods & Freehills Pty Limited (ABN 60 003 146 852) & Freehills GST goods and services tax Note: 1. Babcock & Brown and the Lead Manager & Bookrunner may agree to extend the Closing Dates, to close the Offer early without notice, or to withdraw the Offer at any time before BBSN are issued. Also, ASIC may extend the Exposure Period by up to seven days in which case the Opening Date will be varied accordingly without notice. 86 BABCOCK & BROWN SUBORDINATED NOTES
Guarantee Guarantor the unsecured and subordinated guarantee provided by BBIPL under the Trust Deed, as summarised in Section 8.4 BBIPL Half-Year Financial Babcock & Brown’s consolidated half-year financial statements for the six months Statements ended 30 June 2005 HIN Holder Holding Statement HVB IFRS holder identification number a person whose name is entered in the Register as a holder of BBSN a statement issued to each Holder by the Registry setting out details of their BBSN holding Bayerische Hypo- und Vereinsbank AG, a publicly traded holding company based in Germany focusing on the banking and financial services industry International Financial Reporting Standards Institutional Investor an investor to whom BBSN are able to be offered under the laws of the relevant jurisdiction without the need for any prospectus, registration or other formality (other than a registration or formality which Babcock & Brown is willing to comply with) including, in Australia, persons to whom offers of securities can be made without the need for a lodged prospectus under Chapter 6D of the Corporations Act Institutional Offer Interest Interest Payments IPO IPO Prospectus IRS the invitation made by the Lead Manager & Bookrunner to certain Institutional Investors to bid for BBSN in the Bookbuild and apply for BBSN under this Prospectus. Babcock & Brown and the Lead Manager & Bookrunner reserve the right to treat Applications in excess of $250,000 as part of the Institutional Offer has the meaning given in clause 2.1 of the Terms the payment of any interest due in respect of BBSN including Interest calculated in accordance with clause 2.2 of the Terms the initial public offer of Babcock & Brown the replacement prospectus issued by Babcock & Brown on 20 September 2004 and lodged with ASIC on that date, as supplemented by the supplementary prospectuses dated 24 September 2004 and 28 September 2004 and lodged with ASIC on those dates respectively US Internal Revenue Service Issue Date the date on which BBSN are issued to successful Applicants, expected to be 21 December 2005 1 Issue Price Junior Debt Documents Lead Manager or Lead Manager & Bookrunner Listing Rules the issue price for BBSN under the Offer, being $100 per BBSN any document in respect of financial indebtedness which BBIPL may owe Babcock & Brown, from time to time, as permitted by the Senior Facility Agreement UBS the listing rules of ASX as amended or waived from time to time Note: 1. Babcock & Brown and the Lead Manager & Bookrunner may agree to extend the Closing Dates, to close the Offer early without notice, or to withdraw the Offer at any time before BBSN are issued. Also, ASIC may extend the Exposure Period by up to seven days in which case the Opening Date will be varied accordingly without notice. BABCOCK & BROWN SUBORDINATED NOTES 87
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BABCOCK & BROWN Sydney Melbourne Br
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Prospectus & supplementary prospect
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SUPPLEMENTARY PROSPECTUS Issuer Bab
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Key DAtes Key dates for the Offer D
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Guarantee: BBSN have the benefit of
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HoW to APPLy for BBsN Read Consider
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1. Key terms of BBSN BABCOCK & BROW
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Interest Payments (continued) Defer
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Babcock & Brown’s transaction rig
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2. answers to key questions BABCOCK
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Topic Summary More information BBSN
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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
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3. Details of the Offer BABCOCK & B
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3.2.1 Source of Interest Payments B
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3.8 How do you complete Application
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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
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89: BBEM BBGP BBI Babcock & Brown Elect
Page 93 and 94: Security Trust Deed means the deed
Page 95 and 96: APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98: (c) For the purposes of clause 2.1(
Page 99 and 100: 2.11 Method of payment Any amount w
Page 101 and 102: 4.4 Exit Notices (a) Once given by
Page 103 and 104: (2) (in the case of an entitlement
Page 105 and 106: (b) it shall have been indemnified
Page 107 and 108: 13 Amendments to these Terms of Iss
Page 109 and 110: Change in Control Event means each
Page 111 and 112: Issuer’s Group means the Issuer a
Page 113 and 114: APPENDIX C - arranger’s financial
Page 115 and 116: From time to time BBAH may act unde
Page 117 and 118: Pin cheque(s) here (do not staple)
Page 119 and 120: Pin cheque(s) here (do not staple)
Page 121 and 122: CORPORATE DIRECTORY Issuer Babcock
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BABCOCK & BROWN

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