Macquarie Group Limited

Prospectus • Aug 27, 2025

NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined that the PR Debt Instruments are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the PR Debt Instruments has led to the conclusion that: (i) the target market for the PR Debt Instruments is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the PR Debt Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the PR Debt Instruments (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the PR Debt Instruments (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR Product Governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the PR Debt Instruments has led to the conclusion that: (i) the target market for the PR Debt Instruments is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the PR Debt Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the PR Debt Instruments (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the PR Debt Instruments (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The PR Debt Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No 2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the PR Debt Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the PR Debt Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The PR Debt Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of

Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) No 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the PR Debt Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the PR Debt Instruments or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

FINAL TERMS DATED 22 AUGUST 2025

MACQUARIE GROUP LIMITED

(ABN 94 122 169 279) (incorporated with limited liability in the Commonwealth of Australia)

Issue of

U.S.\$20,000,000 Floating Rate PR Debt Instruments due 27 August 2030 under the

U.S.\$20,000,000,000 DEBT INSTRUMENT PROGRAMME

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions ("Conditions") set forth in the Base Prospectus dated 6 June 2025 (the "Base Prospectus") for the purposes of Regulation (EU) No 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the final terms of a Tranche of Floating Rate PR Debt Instruments described herein ("PR Debt Instruments") for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant information.

The Base Prospectus has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/news?tab=news-explorer.

1.	Issuer:		Macquarie Group Limited (LEI: ACMHD8HWFMFUIQQ8Y590)
2.	(i)	Series Number:	3
	(ii)	Tranche Number:	1
	(iii)	Date on which the PR Debt Instruments will be consolidated and form a single series:	Not Applicable
3.	Specified Currency:		U.S. Dollars ("U.S.\$")

4.	Aggregate Nominal Amount:		U.S.\$20,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	Specified Denominations:		Minimum denomination of U.S.\$200,000 and integral multiples of U.S.\$1,000 in excess thereof up to and including U.S.\$399,000. No PR Debt Instruments in definitive form will be issued with a denomination above U.S.\$399,000.
7.	(i)	Issue Date:	27 August 2025
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		27 August 2030
9.	Interest Basis:		SOFR Shift Compound + 0.95 per cent. per annum Floating Rate
10.	Change of Interest Basis or Redemption/ Payment Basis:		Not Applicable
11.	Default Interest (Condition 5.5(d)):		Not Applicable
12.	Redemption Basis:		Redemption at par
13.	Put / Call Options:		Not Applicable
14.	Date of approval of issuance of PR Debt Instruments obtained:		Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate PR Debt Instrument Provisions:		Not Applicable
16.		Floating Rate PR Debt Instrument Provisions:	Applicable
	(i)	Interest Periods:	The relevant Interest Period shall run from and including an Interest Payment Date to but excluding the following Interest Payment Date, except that (a) the initial Interest Period shall commence on and include the Issue Date and (b) the final Interest Period shall end on but exclude the Maturity Date
	(ii)	Interest Payment Dates:	Interest is payable quarterly in arrear on 27 February, 27 May, 27 August and 27 November in each year commencing on 27 November 2025 to (and including) the Maturity Date (adjusted in accordance with the Business Day Convention)

(iii)	Business Day Convention:	Modified Following Business Day Convention
(iv)	Relevant Financial Centre(s):	Not Applicable
(v)	Manner in which the Interest Rate(s) and Interest Amount(s) are to be determined:	Screen Rate Determination
(vi)	Party responsible for determining the Interest Rate(s) or calculating the Interest Amount(s):	Calculation Agent: Citibank, N.A., London Branch c/o Citibank N.A., Dublin Branch, Ground Floor, 1 North Wall Quay, Dublin 1, Ireland
(vii)	Screen Rate Determination:	Applicable
	Reference Rate:	SOFR Shift Compound
	Interest Determination Date(s):	Two (2) U.S. Government Securities Business days before each Interest Payment Date, or, in the case of the final Interest Period, the Maturity Date
	Relevant Screen Page:	New York Federal Reserve's Website at https://www.newyorkfed.org/markets/reference rates/sofr-averages-and-index (or any such successor administrator's website)
	SOFR Provisions:
	"p" U.S. Government Securities Business Days:	Two (2) U.S. Government Securities Business Days
	SOFR Rate Cut-Off Date:	Not Applicable
	SOFR Interest Accrual Period End Dates:	Not Applicable
(viii)	BBSW Rate Determination:	Not Applicable
(ix)	Margin:	+0.95 per cent. per annum
(x)	Minimum Interest Rate:	Not Applicable
(xi)	Maximum Interest Rate:	Not Applicable
(xii)	Day Count Fraction:	Actual/360, adjusted
(xiii)	Fallback Interest Rate:	See Condition 5.3(d)

17.	Provisions:	Zero Coupon PR Debt Instrument	Not Applicable
18.	Fixed/Floating Rate Interest Basis Provisions:		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
19.	Redemption at Issuer's option (Call):		Not Applicable
20.	Redemption at PR Debt Instrument Holder's option (Put):		Not Applicable
21.	Final Redemption Amount of each PR Debt Instrument:		Maturity Redemption Amount: the outstanding nominal amount of the PR Debt Instruments
22.	Early Redemption Amount:
	(i)	Early Redemption Amount (Tax) (Condition 6.4):	Outstanding nominal amount together with accrued interest (if any) thereon of the PR Debt Instruments
	(ii)	Early Redemption Amount (Default) (Condition 9):	Outstanding nominal amount together with accrued interest (if any) thereon of the PR Debt Instruments

GENERAL PROVISIONS APPLICABLE TO THE PR DEBT INSTRUMENTS

	(i)	Form:	Bearer (Condition 1.1)
			On issue the PR Debt Instruments will be represented by a PR Debt Instrument in permanent global form, exchangeable for PR Debt Instruments in definitive form in certain limited circumstances.
	(ii)	Type:	Floating Rate PR Debt Instrument
24.	Dates:	Additional Business Centre or other special provisions relating to Payment	New York
25.	Talons for future Coupons to be attached to Definitive PR Debt Instruments (and dates on which such Talons mature):		Not Applicable
26.		Governing law:	The laws of New South Wales
27.		Place for notices:	Condition 18.1 will apply

1. Public Offer: Not Applicable

2. Form of PR Debt Instrument:

DISTRIBUTION

29.	U.S. Selling Restrictions:	Reg. S Category 2/TEFRA: D Rules
30.	Prohibition of Sales to EEA Retail Investors:	Applicable
31.	Prohibition of Sales to UK Retail Investors:	Applicable
32.	Singapore Sales to Institutional Investors and Accredited Investors:	Applicable
33.	Method of distribution:	Non-syndicated
34.	If syndicated, names of Managers:	Not Applicable
35.	Stabilisation Manager(s) (if any):	Not Applicable
36.	If non-syndicated, name of relevant Dealer:	Merrill Lynch International

CONFIRMED

MACQUARIE GROUP LIMITED

By: Juan Francisco Sarmiento Authorised Person

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i)	Listing:	Application will be made for the PR Debt Instruments to be listed on the Official List of the FCA with effect from the Issue Date
(ii)	Admission to trading:	Application will be made for the PR Debt Instruments to be admitted to trading on the main market of the London Stock Exchange plc with effect from the Issue Date
(iii)	Estimate of total expenses related to admission to	GBP 625

2. RATINGS

trading:

Credit Ratings: The PR Debt Instruments to be issued are expected to be rated by the following rating agency:

Moody's Investors Service Pty Limited ("Moody's"): A1

Moody's is established outside the EEA and the UK and has not applied for registration under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") or Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation"). Ratings by Moody's are endorsed by Moody's Deutschland GmbH and Moody's Investors Services Ltd., each of which is a credit rating agency established in the European Economic Area and registered under the CRA Regulation or established in the United Kingdom and registered under the UK CRA Regulation, respectively, each in accordance with the CRA Regulation or the UK CRA Regulation, as applicable.

Moody's has, in its March 2025 publication "Rating Symbols and Definitions", described a credit rating of 'A1' in the following terms: "Obligations rated A are judged to be uppermedium grade and are subject to low credit risk … Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category."

Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of section 761G of the Corporations Act 2001 (Cth) ("Corporations Act") and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive these Final Terms and any who receives these Final Terms must not distribute them to any person who is not entitled to receive them.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for the fees payable to Merrill Lynch International (as generally discussed in "Subscription and Sale" on pages 153 to 162 of the Base Prospectus), so far as the Issuer is aware, no person involved in the offer of the PR Debt Instruments has an interest material to the offer.

4. USE OF PROCEEDS AND ESTIMATED NET PROCEEDS

	Use of proceeds:	General corporate purposes
	Estimated net proceeds:	U.S.\$20,000,000
5.	BENCHMARKS

Relevant Benchmark: SOFR is provided by the Federal Reserve Bank of New York (the "SOFR Administrator") or any

successor administrator.

As at the date hereof, the SOFR Administrator does not appear in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of Regulation (EU) No 2016/1011 as amended.

As at the date hereof, the SOFR Administrator does not appear in the register of administrators and benchmarks established and maintained by FCA pursuant to Article 36 (Register of administrators and benchmarks) of Regulation (EU) No 2016/1011 as it forms part of domestic law by virtue of the EUWA.

6. OPERATIONAL INFORMATION

(i) ISIN Code: XS3168182346

(ii)	Common Code:	316818234
(iii)	CUSIP:	Not Applicable
(iv)	CMU instrument number:	Not Applicable
(v)	CFI:	As set out on the website of Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(vi)	FISN:	As set out on the website of Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(vii)	Any clearing system(s) other than Euroclear Bank SA/NV, and Clearstream Banking S.A. or the CMU Service and the relevant identification number(s):	Not Applicable
(viii)	Delivery:	Delivery against payment
(ix)	Issuing and Paying Agent:	Citibank, N.A., London Branch
(x)	CMU Lodging Agent:	Not Applicable
(xi)	Registrar:	Not Applicable
(xii)	Transfer Agent:	Not Applicable
(xiii)	Common Depositary:	Citibank, N.A., London Branch c/o Citibank N.A., Dublin Branch, Ground Floor, 1 North Wall Quay, Dublin 1, Ireland
(xiv)	Place of delivery of Definitive PR Debt Instruments:	See clause 4.5(a)(v) of the Agency Agreement