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Neither this presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of Babcock & Brown. 2 Agenda Overview Warren Murphy – Director of Babcock & Brown Power – Head of Australian Energy, Babcock & Brown The Business & Key Drivers Paul Simshauser – CEO of Babcock & Brown Power Key Financials James Brown – CFO of Babcock & Brown Power Offer Summary 3 Joint Lead Managers Introduction Babcock & Brown Power (BBP) is • A power generation business comprising eight1 power stations across five states • A substantial business with a market capitalisation of around $900 million2 • A growth business with attractive yield • Managed by Babcock & Brown, an experienced operating and management team 1. 7 Operating power stations and 1 power station under construction 2. Assumes 359 million Securities list at the Offer price of $2.50 per security 4 Investment Highlights 5 • Well managed and diversified business delivering predictable cash flows • A unique opportunity to invest in the only pure play power generation business listed on the ASX • Positioned in a growing market with favourable supply dynamics • Further growth through expansions, new development opportunities and acquisitions • FY07 distribution yield of 9.1% growing by 5% in the first year with a 4% growth target beyond that • Managed by Babcock & Brown, an experienced power station developer and manager with a dedicated, experienced operating management team Unique – Strong Growth – Attractive Yield BBP offers a unique combination of attractive investment features Highly Diversified Predictable Revenue plus Growth Strong Management 6 • Eight power stations across five states • Mixture of fuel, technology and operating mode • Long term off-take agreements • High quality and diverse credit counterparties • A range of development and acquisition opportunities • Experienced industry executives and Board members • Strong internal risk management and O&M expertise • Support of Babcock & Brown global power expertise Strong & growing cash flows underpinned by diversification & management A pure power play enables investors to access the attractive investment fundamentals of this industry Non-Government Owned NEM Generation Portfolios MW 4,000 Pure Power Generation 7 Operational Power Stations 3,500 3,000 2,500 2,000 1,500 1,000 500 INP TRU BBP AGL ORG Source: Scheduled Generator List 21/9/2006, NEMMCO, Aggregated capacity used based on effective interests >= 50%, wind excluded 7 The only pure play power generation business listed on the ASX Significant capacity shortfall creates attractive market conditions for power generation businesses ~800MW pa Source: NEMMCO Statement of Opportunities update July 2006 10% POE on required reserve margins 8 BBP is extremely well positioned to capitalise on tight supply conditions BBP has a range of outstanding growth opportunities Organic • 9% Revenue CAGR 2005-20081 Growth • 15% EBITDA CAGR 2005-20081 + Attractive Market Exposure + Business Growth • Energy exposure in tight market regions • Opportunities to expand in fast growing market regions • Kwinana (320MW) commissioned mid FY 2009 • Attractive expansion & development opportunities 1. Accounts prepared on a consolidated basis. EBITDA includes income from equity accounted investments 9 Well positioned to deliver security holder growth Strong growth with attractive fully tax deferred yield1 Forecast Distribution Yield % 12 11 5% 10 9.6% 4% medium term distribution growth target 9.1% 9 8 7 6 5 2007 2008 2008+ 1. Tax deferral may constitute the distribution of franking credits and the distribution of trust capital 10 9.1% FY07 distribution yield with 5% growth in the forecast period Unique Investment Opportunity Paul Simshauser • Well managed and diversified business • Attractive market dynamics • Development pipeline of growth opportunities 11 The Australian Power Industry NEMMCO / IMOWA Market operators Competitive Generation Transmission Distribution Competitiv e Retail Electricity production from power stations fuelled by coal, gas, hydro, wind, etc Electricity transportation using high voltage transmission lines to major demand regions Electricity distribution from transmission lines to end users of electricity Electricity purchased from the market and sold to end users of electricity Regulated 4,000 NGO NEM Generation Portfolios MW 3,500 3,000 2,500 2,000 1,500 1,000 500 INP 12 TRU BBP AGL BBP is a business of scale in the Australian power industry ORG BBP is a ~3,000MW Power Generation Business Fuel Capacit y (MW) Operating mode Contract Type Equity Ownership1 QLD Gas 286 Peak PPA 50% Braemar QLD Gas 455 Intermediate Cap contract 85% Redbank NSW Coal 135 Base load PPA 100% Ecogen - Jeeralang VIC Gas 449 Peak Ecogen - Newport VIC Gas 510 Peak PPA 73% Flinders - Northern SA Coal 527 Base load Flinders - Playford SA Coal 240 Intermediate Rolling Hedges 100% Kwinana2 WA Gas 320 Base load PPA 70% Total 2,922 Regio n Oakey Generator 1. Effective interests 2. Kwinana is currently under construction PPA = Power Purchase Agreement Refer to the PDS for more information on the BBP assets 13 Diversified by fuel, operating mode and region Oakey Braemar Redbank Kwinana Flinders Ecogen Strategic Portfolio of Assets Positioned for Growth Flinders (SA) Braemar (QLD) Kwinana (WA) • Lowest cost energy provider in South Australia • Tight supply, already breaching reserve requirements • Proven ability to capture a premium to market prices • Positioned in the fastest growing demand region of the NEM • Located in the heart of Queensland’s coal seam gas fields • Sunk infrastructure in place to allow for expansion opportunities • 320MW CCGT1 underwritten by a long term off-take agreement • Scheduled to be commissioned late 2008 • Forecast financial contribution for 2H Fin Year 2009 Redbank (NSW) • Provide a stable foundation of high quality cash flows Ecogen (VIC) • Contractual revenue indexation underpins future growth Oakey (QLD) • Strong operations & maintenance teams in place 1. CCGT = Combined Cycle Gas Turbine 14 Strategic assets are positioned to deliver growth to unit holders Investment Strategy • Provide investors with long term capital growth complemented by an attractive cash yield • Develop a diversified portfolio of power generation assets, both in Australia and internationally by - expanding the generation capacity of existing assets - developing new power assets - acquiring new power assets 15 • Target investments with risk/return characteristics similar to those of the initial portfolio • Development and acquisition opportunities to be introduced by Babcock & Brown • Initial international focus is likely to be on acquisition opportunities in OECD regions with development opportunities to be assessed in due course BBP has a clearly defined growth strategy Well Managed and Diversified Business Board and Management Board Senior Management Chairman Chief Executive Officer Peter Hofbauer - Global Head of Infrastructure, Babcock & Brown Paul Simshauser - Previously CEO NewGen Power, GM Trading Stanwell Executive Warren Murphy - Head of Australian Energy, Babcock & Brown Independent Chief Financial Officer James Brown - Previously CFO Foodland Associated, CFO GE Commercial Len Gill - Director of Verve Energy - Previously CEO of TXU Australia Chief Operating Officer Independent Brian Green - Previously GM Operations, NRG Flinders John Fletcher - Director of Integral Energy Australia - Previously CFO of AGL Independent Peter Kinsey - Director of ABB Australia Pty Ltd - Legal & Compliance Manager South Asia for ABB Ltd 17 • Experienced power station management • Over 500 employees across the business A strong team of experienced operational and development executives Diversified by Fuel, Region and Operating Mode Fuel Split (MW) Operating Mode (MW) Region (MW) SA 26% Coal 31% WA 11% Intermediate 23% Base 34% QLD 25% Gas 69% VIC 33% NSW 5% Calculations are based on gross station capacity Peak, Intermediate and Base Load split based on capacity factors of <20%, <50% & 50%+ respectively All numbers include Kwinana, which is currently under construction 18 Diversified business delivers predictable shareholder returns Peak 43% Predictable Revenues derived from Long Term Contracts and Rolling Hedges BBP Generation Revenue FY07 Unhedged Pool, 20% Rolling hedges, 41% Flinders Contracted, 39% Oakey Peaking PPA with 8 year tenor Braemar Cap contract with 10 year tenor Ecogen Peaking PPA with 13 year tenor Redbank Base load PPA with 24 year tenor Kwinana Base load PPA with 25 year tenor Rolling hedges provide managed exposure to attractive market conditions • Long term off-take agreements are written with high credit quality counterparties • Revenue indexation provides an underlying growth platform for BBP distributions • Predictable operating costs reinforce revenue certainty to deliver predictable cash flows 19 Contract mix provides predictable revenues and attractive market exposure Carbon Emissions are Lower than the National Average Power station Carbon Intensity (kg CO2/MWh) BBP Average (NEM) 913 Kwinana Pro Forma 400 BBP Average (Australia) 817 NEM 2004-2005 970 Australia 2004-2005 964 Source: Cabon intensity estimates from ACIL Tasman & IES 2005 Energy production used for calculation. First year energy projection used for Kwinana Aggregate BBP generation and major contracts are included in the calculation • BBP also receives revenue from the creation of NGACs and GECs • Future project developments are well positioned to benefit from existing gas powered generation incentive schemes 20 BBP’s exposure to carbon related penalties is minimal Attractive Market Dynamics High Demand for Peak Supply across the NEM ~800MW pa growth Equivalent of ~2 Braemar power stations pa • NSW & SA reserve requirements are already in deficit • Tight supply conditions are conducive to high pool and forward contract prices • Peak demand determines generation capacity requirements • Peak demand growth in all regions is forecast to exceed energy growth • Queensland is the fastest growing region in the NEM Source: 10% POE data. NEMMCO Statement of Opportunities July 2006 update, IMOWA, aggregate of each region Annual Energy Growth 22 Peak Demand Growth New South Wales 1.7% 2.7% Queensland 3.5% 3.6% South Australia 1.5% 1.7% Victoria 0.8% 1.9% NEM Wide 1.9% 2.6% Source: NEMMCO Statement of Opportunities 2005 BBP is well positioned to capitalise on favourable supply / demand dynamics Flinders – Strategic Position in Tight SA Market Superior market position • Flinders Northern & Playford are the only coal power stations in SA and have the lowest short run marginal costs in the region • Historical revenues have been captured at a premium to the prevailing pool price • South Australian demand currently exceeds NEMMCO’s reserve requirements Tight supply and • Victorian inter-connector capacity is restricted during periods of demand balance extreme weather and demand in Victoria • New capacity is likely to be gas powered, placing upwards pressure on regional pricing Proven ability to manage pool volatility 23 • Historical contracting strategies have provided the Flinders portfolio with a predictable revenue stream • Balance of long and short term contracts to optimise revenue A unique and flexible asset that earns premium revenues Peak Demand Case Study – A Queensland Day • Extreme weather patterns cause spikes in electricity demand Demand (MW) 9,000 8,500 Extreme Weather Day 8,000 Average Day Peaking capacity required 7,500 7,000 6,500 6,000 5,500 5,000 4,500 Hot weather drives air conditioning load through the heat of the day and into the evening The extreme demand day maximum was a ~15% increase on the average demand day maximum 4,000 Source: QLD demand data for Summer 05/06 24 Peak demand events require low cost, fast start power stations • Demand spikes drive price volatility • Peak generators provide hedge products to retailers for managing price volatility • Peaking capacity is required to operate infrequently (less than 10%) Braemar – Leveraged to Peak Demand Growth • Key gas and electricity infrastructure was designed to allow for future expansion • Site location provides access to multiple competing gas producers at minimal transmission cost Key Information 450MW OCGT Site consented for 900MW Commissioned September 2006 Completed on schedule and on budget Long term cap contract with Energex Ltd 25 • Gas lateral from Kogan North and the Roma to Brisbane Pipeline provides line pack to allow for flexible operation • Ability to convert to Combined Cycle Gas Turbine and expand capacity at low cost Strategically positioned to capitalise on peak growth opportunities Development Pipeline of Growth Opportunities BBP has been Developed over 10 Years 27 Developed via green field developments and selected strategic acquisitions A Typical Power Station Development 28 Development undertaken by B&B with committed projects approved by BBP Future Development Opportunities have been Identified 29 Babcock & Brown has a substantial pipeline of development projects 30 Financial Highlights - James Brown • • • • • • Key financials Distributions Capital management Security structure Sources and uses of funds Pre IPO funding Key Financials Profit & Loss ($m) Profit & Loss Balance Sheet ($m) FY07 FY08 Revenue 537 562 EBITDA 135 EBITDA Margin 25% Balance Sheet FY07 FY08 Net Debt 822 889 168 Gearing 48% 51% 30% Capital Expenditure 259 93 FY08 EBITDA breakdown by segment1 Revenue Position 100% 80% Intermediate 30% 60% Base Load 47% 40% 20% 0% FY 07 Contracted FY 08 Rolling Hedge Pool 1. EBITDA segmentation ignores Osborne contribution Refer to Section 9 of the PDS for more detailed financial information 32 Peak 23% Other Distributions Forecast Distributions Reconciliation of EBITDA to gross cash flow ($ million) Forecast 9.6% - $87m 2008 EBITDA (after associates) Distributions to minority interests Forecast 2007 Movement in WC & other reserves 9.1% - 0.0 $45m1 5.0 Distribution Policy Pay all free operating cash flow after: • debt servicing • working capital • maintenance capital expenditure • other amounts prudent to reserve for 1. 9.1% represents an annualised yield 2. Applicable from interim 2008 33 Strong operating cash flows 10.0 Forecast Jun-2008 168 (8) 3 Capex – excluding construction (17) Financing - Interest / Principal (69) Tax paid (2) Dividend Reinvestment2 12 Gross Cash Flow 87 Capex - Construction (76) Debt - Construction 76 Cash Flow Available for Distributions 87 Distributions paid Refer to section 9 of the PDS for more information (87) Capital Management 34 • BBP will maintain an optimal level of debt at both the asset and corporate levels • Current conservative gearing level of ~50% • Investment grade rating targeted • Interest rate hedging policy in place – currently 90% hedged • Current project finance debt structures provide opportunities for further refinement Latent balance sheet capacity to fund future growth opportunities Stapled Security Structure Management Fee • 1.0% of Net Investment Value • Calculated quarterly Incentive Fee • 20% of out-performance against the S&P/ASX 200 accumulation index • First calculation and payment are deferred until December 2007 Note: Part of loan from BBP to Braemar is an arms length subordinated loan that was purchased by BBP, rather than a shareholder loan 35 Provides optimal tax effective distributions to unit holders Sources and Uses of Funds Sources Sources Uses Uses Proceeds from issue of new Stapled Securities 278 Costs & Fees1 43 Braemar mezz debt acquisition 51 Financing costs2 Repay BNB SHL interests Acquisition of minority interests 3 25 156 278 Proceeds from sale of existing Stapled Securities Total Primary raising 278 168 Secondary raising3 168 446 Total BBP will have a market capitalisation of around $900 million4 1. 2. 3. 4. 36 Costs and Fees is the aggregate sum of costs and fees associated with the IPO, acquiring Flinders and the minority interests in Redbank, Ecogen and Oakey BBPCS interest + Flinders Proceeds to existing BBPCS holders, Babcock & Brown and Asset Vendors Assumes BBP securities list at the issue price of $2.50 per security 446 Pre IPO Funding Pre IPO Funding • BBPL issued $410 million of convertible securities (“BBPCS”) in 2005 and 2006 • Funds used to acquire assets in the Initial Portfolio • Holders comprise Foundation Investors, Babcock & Brown employees and Institutional Investors • BBPCS converted into $410 million of Stapled Securities prior to the Offer • Holders agreed to: − sell $132 million of Stapled Securities into the Offer Conversion, Reinvestment & Acquisition − reinvest and acquire additional Stapled Securities totalling $103 million as part of the Foundation Offer1 − voluntary escrow for six months from Allotment Date in respect of $185 million worth of Stapled Securities IPO • 100% of BBPCS Holders2 immediately prior to the Offer have elected to remain as Securityholders in BBP • BBPCS Holders will retain an investment of ~$400 million in BBP following the Offer 1. BBPCS Holders acquiring additional Stapled Securities are entitled to a sub-underwriting fee 2. each Holder has retained a significant percentage of their investment in BBP following conversion to Stapled Securities 37 Offer Structure - Joint Lead Managers • Offer structure • Indicative post IPO register • Key dates Offer Structure • Offer size of $446 million – Foundation Offer of $229 million – Institutional and Broker Firm Offer of $217 million • Fixed Price Offer of $2.50 per security • 359 million securities on issue at listing • Market capitalisation of $898 million1 • FY07: 9.1%2 yield (12.6 cps) • FY08: 9.6% yield, (24.0 cps3) • 5% distribution growth FY08 • 4% medium term target distribution growth • Provides fully tax deferred distributions in the forecast period 4 JLMs & Bookrunners • Morgan Stanley and Deutsche Bank Co Lead Managers • UBS, ABN Amro, Citigroup, Tricom Offer structure Forecast distributions 1. 2. 3. 4. 39 Assumes 359 million Stapled Securities on issue and securities list at the Offer Price of $2.50 per Stapled Security 9.1% represents an annualised yield Assumes DRP participation is activated from December 07 distribution Tax deferral may constitute the distribution of franking credits and the distribution of trust capital Indicative Post IPO Register Indicative post IPO Register Babcock & Brown % 10 Vendor Securityholders1 9 Former BBPCS Holders 44 New Securityholders 37 Total New Securityholders 37% BBPCS Holders 44% 100 Babcock & Brown 10% Vendor Securityholders 9% Approximately 35% of Securities on issue following completion of the Offer will be subject to voluntary escrow arrangements 1. Vendor securityholders comprise vendors who have sold assets into the fund, part consideration for which are BBP securities 40 Key dates1 Retail broker firm commitments due 12pm, Monday 6 November 20062 Institutional firm bids due 5pm, Monday 6 November 20062 Offer Document lodged Friday 10 November 2006 Retail Offer opens Thursday 16 November 2006 Retail Offer closes Friday 8 December 2006 Settlement Friday 8 December 2006 Allotment date Monday 11 December 2006 Deferred settlement trading Monday 11 December 2006 Normal trading Wednesday 13 December 2006 1. Babcock & Brown reserves the right to change the Offer time table 2. Timing for Retail firm commitments and Institutional firm bids may be brought forward 41 Unique – Strong Growth – Attractive Yield 42 • Well managed and diversified business • A unique opportunity to invest in pure play power generation • Attractive market dynamics • Pipeline of attractive development opportunities • FY07 distribution yield of 9.1% growing by 5% in the first year • Managed by Babcock & Brown