prospects for bnbg's, page-24

Just to clear up some mis-information:

1) Can Babcock and Brown require me to take ordinary shares as settlement for any outstanding amounts owed?

NO, NOT UNLESS THE HOLDER NOMINATES THIS.

2) What restrictions are on Babcock & Brown?

AMONGST OTHER THINGS, INCLUDING:

• undertaking any arrangement, reconstruction or reorganisation, which would have a material
adverse effect on the value of BBSN2.

3) What is a Trigger Event?

– Babcock & Brown resolves in general meeting to be Wound Up;
– a provisional liquidator is appointed to Babcock & Brown;
– a court makes an order to Wind Up Babcock & Brown;
– an administrator is appointed to Babcock & Brown;
– Babcock & Brown executes a deed of company arrangement;
– BBIPL resolves in general meeting to be Wound Up;
– a receiver or receiver and manager is appointed over the assets or the undertaking of Babcock & Brown;
– an Interest Payment is not paid for more than 20 Business Days other than in accordance with the deferral provisions in the Terms; or
– a Delisting Event occurs.

4) What is a change in control event?

A Change in Control Event is each of the following:

- a takeover bid to acquire all of the Ordinary Shares and the offer clause 14.2 under the takeover bid is, or becomes, unconditional and:
• the bidder has acquired at any time during the offer period a relevant interest in more than 50% of the Ordinary Shares on issue; or
• the Directors unanimously recommend acceptance of the offer under the takeover bid, and acceptance of that offer would result in the bidder having a relevant interest in 100% of the Ordinary Shares on issue; and
– a court approves a proposed scheme of arrangement which, when implemented, will result in a person having a relevant interest in 100% of the Ordinary Shares on issue.