ASX Release

27 April 2009 BABCOCK & BROWN CAPITAL – GENERAL MEETING CHAIRMAN’S ADDRESS AND PRESENTATION Please see attached the Chairman’s address and presentation which is being made today at the General Meeting of Babcock & Brown Capital Limited. ENDS Andrew Day Erica Borgelt Chief Executive Officer Investor Relations Babcock & Brown Capital Babcock & Brown Capital +44 20 7203 7328 +61 2 9229 1800

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CHAIRMAN’S ADDRESS

Babcock & Brown Capital

2009 General Meeting

11am, 27 April 2009

Museum of Sydney - Auditorium, 37 Phillip Street WELCOME

Good morning ladies and gentlemen. My name is Kerry Roxburgh and, as your

Chairman, I would like to welcome you to this general meeting of BCM Shareholders.

Before I go any further, I would be grateful if you could all please check to see that

your mobile phones have been switched off.

I have been informed that a quorum is present and accordingly, as Chairman of the

Meeting, I declare the meeting open and on behalf of the Board I welcome you and

thankyou for making time available to be here today.

The Notice of Meeting has been distributed and, I propose that the Notice of Meeting

be taken as read.

A broad outline of today’s meeting is as follows:

• I will introduce my fellow Directors, our Chief Executive Officer, the Chief

Financial Officer and the Company Secretary to the meeting.

• As Chairman I will make some opening remarks and provide a brief strategic

update following my letter to Shareholders last week.

• We will then move to consider the formal items as outlined in the Notice of

Meeting. Shareholders will be given the opportunity to ask questions after each

resolution has been proposed and seconded and again we will allow time for

more general questions after the formal business has concluded.

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INTRODUCTION

I’d like to introduce my fellow Directors who are seated at the top table.

• Mr Andrew Day, our CEO and Executive Director based in London;

• Dr Gregory Clark who is an Independent Director and is also a member of the

Nomination, Governance & Remuneration Committee; and

• Andrew Love who is an Independent Director and also Chairman of the Audit,

Risk & Compliance Committee.

I might add that I am also an Independent Director, a member of the Audit, Risk &

Compliance Committee, and Chairman of the Nomination, Governance &

Remuneration Committee.

Also seated at the top table is Frank Giordano our Company Secretary and seated in

the front row is Haydn Vella, our CFO.

Today’s meeting will bring some certainty with regard to BCM either becoming a

stand-alone entity, separate from Babcock & Brown or one that continues to

outsource its management to Babcock & Brown.

MANAGEMENT INTERNALISATION PROPOSAL

I’d like to spend a little time providing some background and comments on the

management internalisation proposal as this is afterall the main reason we are here

today.

On 28 August 2008, BCM announced that it had commenced discussions with

Babcock & Brown Group about internalisation of its management which would see

BCM become a stand-alone investment company with its own management structure

and it would no longer outsource its management to Babcock & Brown.

Following these discussions, on 10 November 2008, the Company announced that it

had entered into an agreement that, subject to Shareholder approval, would result in

termination of the Management Agreement and the associated Advisory Agreement.

Under this agreement, a total of $50 million could become payable to Babcock &

Brown. On termination of the Management Agreement $32.5 million would have been

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payable followed by a $12.5 million payment contingent on there being a change in

control of the Company or eircom before 30 April 2010. $5 million was also payable

for advisory services in relation to BCM’s review process, also contingent on there

being a change in control of the Company or eircom before 30 April 2010.

Since that time, primarily driven by a material reduction in BCM’s consolidated net

assets as at 31 December 2008, the Board concluded that it would not be

recommending the Management Internalisation Proposal agreed in November 2008

to Shareholders, because, after completion of BCM’s half year accounts to 31

December 2008 the amount payable to the Manager under the Management

Agreement is now limited to reimbursement of the Manager’s costs of performing the

services under the Management Agreement.

As a result, a revised internalisation proposal was negotiated.

In summary, the consideration now payable by BCM for termination of the

Management Agreement and the associated Advisory Agreement is a one off

payment of $5 million. Also, and in recognition that its resources are becoming more

constrained, BCM will no longer continue with the appointment of BBA as financial

adviser in relation to the Company’s review process that may lead to a change in

control of BCM.

Shareholders are being asked today to consider and, if thought fit, approve the

revised terms of the Management Internalisation Proposal. The BCM Directors

commissioned an independent expert, KPMG Corporate Finance, to provide an

opinion as to whether the revised terms of the Management Internalisation Proposal

were in the best interests of BCM Shareholders. KPMG concluded that the revised

proposal is in the best interests of BCM Shareholders. A copy of KPMG’s report was

enclosed with the Notice of Meeting that all Shareholders will have seen.

The BCM Board agree with the opinion of the Independent Expert, and in order to

bring to an end the current outsourced management model which has performed

poorly, the BCM Directors unanimously recommend that Shareholders vote in favour

of the Management Internalisation Proposal.

We see the key advantages for Shareholders if the Management Internalisation

Proposal is approved include:

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• the Company will become a standalone entity, separate from Babcock & Brown,

with no links ongoing to Babcock & Brown apart from those services provided

under the Transitional Services Agreement for the period that agreement remains

in place. This agreement can be terminated by either party on one months notice;

• the Company will no longer be liable to pay management fees or performance

fees to the Manager;

• the Company will no longer be subject to the Advisory Agreement with BBA;

• the Board will be able to hold management accountable for its actions;

• the Board will be better positioned to develop and review proposals that may lead

to a change in control of BCM; and

• the Board will be able to determine the future direction and strategy of the

Company, without the need to first receive a recommendation from the Manager.

If Resolution 2 being voted on today is passed, the name of the Company will change

to eircom Holdings Limited with the ASX ticker code ERC.

As I said in my most recent letter to Shareholders, we have received a number of

proposals from third parties who have expressed interest in the potential acquisition

of BCM. I note that none of these proposals envisages that Babcock & Brown should

remain as the Manager of BCM.

In the event that BCM Shareholders approve the Management Internalisation

Proposal, BCM will be managed by a small, disciplined executive team employed

directly by the Company, under the direction of BCM CEO, Andrew Day and fully

accountable to the BCM Board.

If BCM Shareholders do not approve the Management Internalisation Proposal,

Babcock & Brown Capital Management Pty Limited will continue to manage the

Company in accordance with the existing Management Agreement and, in those

circumstances, there can be no guarantee that BCM will have another opportunity to

terminate the Management Agreement, and separate from Babcock & Brown, in the

near future. The BCM Board does not consider this outcome to be in BCM

Shareholders’ best interests.

I would also note that termination of the Management Agreement does not trigger

any default or change of control provisions in the eircom debt facilities.

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STRATEGIC UPDATE: OBJECTIVES

I will now briefly update you on the matters covered in last week’s letter to

Shareholders.

The Board’s overriding objective has always been, and will continue to be, to

maximise value for BCM Shareholders.

Recognising the substantial impact of the Global Financial Crisis, BCM’s key

priorities have been and remain:

• to bring to an end the current outsourced management arrangements that have

failed so far to deliver value to Shareholders;

• at eircom, to restore the Company’s tarnished reputation and its relationship with

eircom stakeholders (including the eircom Board, its employee share ownership

trust known as the ESOT, employee unions, the regulator and the Irish

Government) and to finalise its search for a new CEO and to constructively

address its operational performance issues;

• to realise the Golden Pages investment;

• to return surplus capital to Shareholders; and

• to develop a proposal for Shareholder consideration involving a change of control

of BCM that reflects appropriate value for BCM’s controlling stake in eircom, in

excess of BCM’s cash backing of approximately $1.05 per share

Each of these priorities is well advanced, and if Shareholders vote to internalise

management, this will greatly assist the Board to deliver value to BCM Shareholders.

STRATEGIC UPDATE: REVIEW PROCESS

This Review Process has been ongoing for several months. As part of this process

the BCM Board has:

• initiated a process for the sale of Golden Pages and discussions are ongoing

with bondholders and potential acquirors; and

• received a number of proposals from third parties who have expressed interest

in the potential acquisition of BCM (Proposals). The TaemasBridge proposal,

disclosed to ASX on 16 April 2009, is one such proposal recently received by

the Company.

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Several Proposals are being considered by the BCM Board with the assistance of its

advisors, UBS Investment Bank. These Proposals are from international financial

and strategic groups and, on the basis of their Proposals, a number of these groups

have been invited to conduct further due diligence on eircom and BCM , and have

been provided with access to a virtual dataroom for this purpose.

As I have said before, the Board requires that any proposal involving a change of

control of BCM needs to reflect an appropriate value for BCM’s controlling stake in

eircom that is in excess of BCM’s cash backing of approximately $1.05 per share

(unaudited).

As I said earlier, each of the Proposals we are considering is non-binding, incomplete

and, with the exception of the TaemasBridge Proposal, they are confidential. BCM

can give no assurance that a change of control transaction will eventuate from this

Review Process or from any Proposal, but it remains committed to exploring these

Proposals in the best interests of all Shareholders.

If by 30 June 2009 a change of control proposal that has received a Board

recommendation has not been announced by BCM then, subject to capital markets

conditions, the Board’s current objective is to pursue a restructure of BCM’s interest

in eircom to establish a more sustainable capital structure for eircom, to simplify its

ownership structure and to negotiate with the ESOT to replace the current constraints

contained in the eircom shareholder agreement with improved governance and

performance accountability arrangements.

Working with the eircom Board and management, with the benefit of his extensive

telco experience, BCM’s CEO Andrew Day is now actively engaged with eircom.

I am pleased to say the revisions to eircom’s operational plan is well developed,

involving:

1. A substantial cost reduction plan to better position eircom’s competitive position

in Ireland and to balance possible revenue weakness during the current

economic environment. Cost reduction initiatives have been fully analysed with a

view to continued implementation over the coming quarters;

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2. A strengthening of the advanced technology position of eircom building off the

recent and successful wireless broadband launch and increased speeds for fixed

broadband access, potentially involving fibre access closer to the customer; and

3. A substantial improvement in eircom's wireless competitive positioning especially

in the premium consumer and business sectors. eircom currently has minimal

market share of these sectors but is well positioned to take market share.

Over the next two months these broad strategic directions for eircom will be further

developed and added to by the eircom Board and management deliberations in

which BCM’s CEO, Andrew Day will be actively involved. These developments are

expected to substantially increase eircom's competitiveness in Ireland leading to

further Shareholder value creation as the economic position of Ireland corrects itself.

STRATEGIC UPDATE - CAPITAL MANAGEMENT INITIATIVES

In the event that a sufficiently attractive change of control proposal is not announced

before 30 June 2009 and the Management Internalisation Proposal is approved, the

BCM Board intends to return to Shareholders BCM’s surplus capital after retaining a

prudent capital reserve in the region of $40 million. The Board intends to convene a

meeting of Shareholders in July 2009 to consider a second return of capital this year,

which is expected to be made at around the time BCM releases its 30 June 2009

results.

Before calling this meeting, BCM’s surplus capital will be determined after taking into

consideration BCM’s liabilities. Based on available cash, receivables and known

liabilities as at 31 March 2009, approximately $135 million or $0.80 per BCM Share

should be available to return BCM Shareholders.

If at any time before 30 June 2009, the BCM Board considers that the Review

Process is not likely to lead to a change of control proposal for BCM that the BCM

Board would be prepared to recommend, then this return of capital proposal will be

brought forward in time.

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STRATEGIC UPDATE - SALE OF GOLDEN PAGES

As previously announced, the Board is seeking to dispose of BCM’s investment in

Golden Pages. Discussions with the bondholders and various parties in relation to

the sale of Golden Pages continue. The sale of Golden Pages is unlikely to impact

the strategies referred to earlier.

The Golden Pages bondholders have agreed to waive any debt covenant breach for

three months while a restructuring with potential buyers is negotiated. The non-cash

loss recorded at 31 December 2009 resulted in the equity value falling below the

threshold required under the bond covenants.

TAEMASBRIDGE PROPOSAL

The BCM Board has requested from Mr Robert Topfer clarifications of the

TaemasBridge proposal that was released to ASX on 16 April 2009.

Whilst the BCM Board is prepared to continue to consider that proposal, the Board

notes that there are a number of elements, including the requirement that BCM lends

to Liffey Bridge most of the cash consideration that is to be provided under the

proposal, that make it unacceptable in its current form.

Importantly, the BCM Board considers that the TaemasBridge proposal does not

change its recommendation that Shareholders vote in favour of the Management

Internalisation Proposal, and that the TaemasBridge proposal is itself independent of

this outcome.

FORMAL BUSINESS

It is now time to proceed with the formal business of the meeting. As stated in the

Notice of Meeting, the business of today’s meeting is to consider and if thought fit to:

1. pass the resolution to authorise the Company to terminate the Management

Agreement and the Advisory Agreement and to make a payment of $5 million

to the Manager;

2. pass the resolution to change the Company name;

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3. pass the resolution to approve the issue of share performance rights to Mr

Andrew Day, Executive Director and CEO; and

4. pass the resolution to approve termination benefits being paid to Mr Andrew

Day, Executive Director and CEO.

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Babcock & Brown Capital General Meeting 27 April 2009

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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INTRODUCTION

Kerry Roxburgh Independent Chairman

Andrew Day Chief Executive Officer & Executive Director

Greg Clark Non Executive Director

Andrew Love Non Executive Director

Haydn Vella Chief Financial Officer

Frank Giordano Company Secretary

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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MANAGEMENT INTERNALISATION PROPOSAL

Background

• Agreement reached with Babcock & Brown for consideration of one-off payment of A$5 million

• Funded from BCM’s existing cash reserves• Independent Expert concluded that in best interests of Shareholders

Rationale

• Shareholder desire for an independent BCM, whose management is no longer outsourced

• BCM becomes stand-alone entity, separated from Babcock & Brown• No longer required to seek the “manager’s recommendation”• No longer liable to pay management or performance fees• No longer subject to Advisory Agreement with Babcock & Brown• Clears the way for proposals to be developed that may lead to a change in

control• Independently able to determine the future direction and strategy of the

Company

Proposed New Management Structure

• BCM to be managed by small executive team directly employed by the Company and under direction of the CEO, responsible to the Board

• Termination of the Management Agreement does not trigger any default or a change of control provisions in eircom debt facilities

• Proposed change of name to eircom Holdings Limited (ASX ticker ERC)

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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STRATEGIC UPDATE: OBJECTIVES

Key Objective • Maximise value for BCM Shareholders

Key Priorities

• Bring to an end the current outsourced management arrangements that have failed so far to deliver value to Shareholders

• At eircom, to restore the company’s tarnished reputation and its relationship with eircom stakeholders (including the eircom Board, its employee share ownership trust known as the ESOT, employee unions, the regulator and the Irish Government)

• To finalise its search for a new eircom CEO and to constructively address its operational performance issues

• To realise the Golden Pages investment

• to return surplus capital to Shareholders

• To develop a proposal for Shareholder consideration involving a change of control of BCM that reflects appropriate value for BCM’s controlling stake in eircom, in excess of BCM’s cash backing of approximately $1.05 per share

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STRATEGIC UPDATE: REVIEW PROCESS

Overview• Initiated process for the sale of Golden Pages – discussions with bondholders and potential acquirers

ongoing

• Proposals received from 3rd parties who have expressed interest in the potential acquisition of BCM

Process

• Several incomplete and confidential proposals received from international and strategic groups

• A number of groups have been invited to conduct further due diligence on eircom and BCM, and have been provided access to a virtual dataroom for this purpose

• Process has support of ESOT and eircom management

• Board requires any proposal involving change of control of BCM needs to reflect appropriate value for BCM’s controlling stake in eircom, in excess of BCM’s cash backing of approximately A$1.05 (unaudited) per share

• Proposals received to date are non-binding, incomplete and with exception of TaemasBridge proposal, confidential

• No assurance can be given that a change of control transaction will eventuate from Review Process or any Proposal, but Board remains committed to exploring proposals in best interests of all Shareholders

• Aim to have proposal for Shareholders to consider by 30 June 2009

• If no change of control proposal for BCM has been announced before 30 June 2009, subject to capital markets conditions, objective will be to pursue a restructure of BCM’s interest in eircom to establish more sustainable capital structure for eircom, simplify ownership structure and replace current constraints contained in the eircom shareholder agreement with improved governance and performance accountability arrangements

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STRATEGIC UPDATE: CAPITAL MANAGEMENT INITIATIVE

Liquid Asset Position

• Approximately A$175 million (equivalent to ~$1.05 (unaudited) per BCM share)

• After taking into account:– the recent capital return of $100.7 million; – the net effect of $42 million cost of the closing out BCM’s derivative

position; and– the proposed $5 million one-off payment to terminate the existing

outsourced Management Agreement

Investment Reserves

• If no suitable change of control proposal announced before 30 June 2009, Board intends to return approximately A$135 million (A$0.80 per BCM share) dependent on available cash, receivables and known liabilities

• ~ A$40 million to be retained as prudent reserve

• Shareholder meeting to be convened in July 2009 to consider second capital return

• Return of capital plan brought forward if Board considers Review Process unlikely to lead to change of control proposal before 30 June 2009F

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STRATEGIC UPDATE: SALE OF GOLDEN PAGES

Sale Process

• Discussions with bondholders and various parties continue

• By 30 June 2009, BCM to be advanced in strategy to dispose of 100% of its investment in Golden Pages

• No further equity will be invested in Golden Pages and BCM’s capital management proposal reflects this position

Bondholders

• Bondholders have agreed to waive any debt covenant breach for three months while a restructuring with potential buyers is negotiated

• Non-cash loss recorded at 31 December 2008 resulted in equity position falling below threshold required under the bond covenants

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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TAEMASBRIDGE PROPOSAL

Board Considerations

• Clarification requested of the TaemasBridge proposal released to ASX on 16 April 2009

• Proposal will be considered, however a number of elements are viewed as unacceptable in current form, including requirement that BCM lends to Liffey Bridge most of the cash consideration that is to be provided under the proposal

• TaemasBridge proposal does not change Board recommendation that Shareholders vote in favour of the Management Internalisation Proposal

• TaemasBridge proposal is independent of the outcome of Management Internalisation

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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ORDINARY BUSINESS

RESOLUTION 1 – TERMINATION OF THE MANAGEMENT AGREEMENT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company be authorised to:• termination the Management Agreement between the Company, Babcock & Brown Capital

Management Pty Limited and Babcock & Brown Securities Pty Limited;

• terminate the Advisory Agreement between the Company and Babcock & Brown Australia Limited; and

• make a payment of $5,000,000 to Babcock & Brown Capital Management Pty Limited,

in accordance with the terms of the Termination Agreement, a summary of which is set out in the accompanying Explanatory Statement.”

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ORDINARY BUSINESS

RESOLUTION 2 – CHANGE OF NAME

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, subject to Resolution 1 being passed and for the purposes of section 157(1) of the Corporations Act and for all other purposes, the Company change its name to ‘eircom Holdings Limited’ and the Company’s Constitution be amended accordingly.”

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ORDINARY BUSINESS

RESOLUTION 3 – ISSUE OF SHARE PERFORMANCE RIGHTS TO MR ANDREW DAY, EXECUTIVE DIRECTOR AND CEO

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of share performance rights to Mr Andrew Day, Executive Director and Chief Executive Officer of the Company, on the terms described in the Explanatory Statement.”

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ORDINARY BUSINESS

RESOLUTION 4 – APPROVAL OF TERMINATION BENEFITS PAYABLE TO MR ANDREW DAY, EXECUTIVE DIRECTOR AND CEO

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.19 section 200E of the Corporations Act and for all other purposes, the Company approves the benefits which may become payable to Mr Andrew Day on termination of his employment in accordance with the Executive service Agreement as described in the Explanatory Statement.”

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CONTENTS

1. Welcome

2. Management Internalisation Proposal

3. Strategic Update

4. TaemasBridge Proposal

5. EGM Formal Business

6. Close

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The information contained in this presentation is given without any liability whatsoever to Babcock & Brown Capital Limited or any of its related entities (collectively “BCM”) or their respective directors or officers, and is not intended to constitute legal, tax or accounting advice or opinion. No representation or warranty, expressed or implied, is made as to the accuracy, completeness or thoroughness of the content of the information. The recipient should consult with its own legal, tax or accounting advisers as to the accuracy and application of the information contained herein and should conduct its own due diligence and other enquiries in relation to such information.

The information in this presentation has not been independently verified by BCM. BCM disclaims any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts set forth herein. No representation or warranty is made by or on behalf of BCM that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this presentation should or will be achieved.

Please note that, in providing this presentation, BCM has not considered the objectives, financial position or needs of the recipient. The recipient should obtain and rely on its own professional advice from its tax, legal, accounting and other professional advisers in respect of the addressee’s objectives, financial position or needs.

This presentation does not carry any right of publication. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by BCM. Neither this presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of BCM.

DISCLAIMER

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