Macquarie Group Limited — Capital/Financing Update 2007

Nov 1, 2007

Macquarie Group Staff Share Acquisition Plan

Dated 30 August 2007

Macquarie Group Limited (ACN 122 169 279)

Adopted by the Board on 30 August 2007

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com

Macquarie Group
Staff Share Acquisition Plan Contents

General terms		1
1.	Purpose	1
1.1	Macquarie Group Staff Share Acquisition Plan	1
1.2	Macquarie Group Executive Director Share Acquisition Plan	1
1.3	Commencement	1
$\mathbf{2}$	Definitions and interpretation	1
2.1	Definitions	1
2.2	Interpretation	3
2.3	Headings	4
2.4 2.5	Company's decision final Company's discretion	$\overline{\mathbf{4}}$
		4
3	Operation of the Plan	4
3.1	Rules are binding	4
3.2	Administration of the Plan	4
3.3	Board may give directions	4
34 3.5	Expenses of the Plan Company may determine procedures	5 5
3.6	Delegation of powers	5
4	How the Plan works	5
4.1	Capital contributions to Plan	5
42	Application of capital contribution	5
4.3	Participation in the Plan	5
44	Form of offer	6
45	Power of Attorney	6
4.6	Relevant Requirements	6
4.7	Capital not applied	6
4.8 4.9	Interest in Shares Shares held for Participating Employee	6 6
4.10	No fractions	$\overline{7}$
4.11	Notification to Participating Employee	7
5	Dealing with Shares	7
5.1	Restriction on dealing	7
5.2	No grant of Security Interest	$\overline{7}$
5.3	Arrangements to enforce restriction	$\overline{7}$
5.4	Expiration of requirements	$\boldsymbol{7}$
5.5	Shares held on End Date	8
5.6 5.7	Ceasing to be Employee or Executive Director Employer ceasing to be Subsidiary	8
5.8	Withdrawal of Shares	8 9
59	Release of Shares	9
5.10	Special circumstances	$\mathbf 9$
5.11	Takeover	9

Schedule 2 - Power of Attorney		16
16	Overriding restrictions on Plan Schedule 1 - Basis of Participation in Plan	14 15
15	Governing law	14
14	Notices	14
13.5	No acquired rights	14
13.4	Company may appoint new Plan Company	14
13.3	Plan Company not a trustee	14
13.2	Plan Company may act as agent	14
13 13.1	Relationship of Company, Plan Company and Participating Employees Company acts as principal	13 13
12.2	Participation in other Schemes	13
12.1	Company may provide other incentives	13
12	Connection with other schemes	13
11.4	Termination: Sale and application of proceeds	13
11.3	Termination: Shares subject to Plan	13
11.1 11.2	Termination generally Company may terminate or suspend	12 13
11	Termination and suspension of the Plan	12
10.1 10.2	Company may amend No reduction of existing rights without written consent	12 12
10	Variation of Rules	12
9.1 9.2	Participating Employee may direct voting No voting if no direction	12 12
9	Voting rights	12
8	Authorised deductions	11
7.3 7.4	Dealing with Forfeited Shares Sale of Forfeited Shares	11 11
7.1 7.2	Forfeiture of Shares Employer ceasing to be Subsidiary	10 11
7	Forfeited Shares	10
6.2 6.3	Bonus and rights issues Distributions and other benefits of forfeited Shares	10 10
6.1	Dividends and distributions	10
6	Distributions and other benefits	10
5.12 5.13	Capital Events Unfunded amounts	9 10

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Macquarie Group Staff Share Acquisition Plan General terms

1 Purpose

Macquarie Group Staff Share Acquisition Plan $1.1$

The Macquarie Group Staff Share Acquisition Plan provides Eligible Employees with an opportunity to acquire an ownership interest in the Company.

Macquarie Group Executive Director Share Acquisition Plan $1.2$

The Plan includes the Macquarie Group Executive Director Share Acquisition Plan comprising the acquisition of Scheme Shares, and the grant of Call Options, by Executive Directors under the Scheme.

$1.3$ Commencement

The Plan commences on the date that the Company determines.

Definitions and interpretation $\overline{2}$

Definitions $2.1$

In these Rules, the following terms have these meanings unless the contrary intention appears:

ASX means ASX Limited (ACN 008 624 691).

Board means the board of Voting Directors of the Company.

Call Option means a call option to purchase Shares granted by an Executive Director or an entity associated with an Executive Director to the Plan Company under a call option deed entered into in connection with the Scheme.

Company means Macquarie Group Limited (ACN 122 169 279).

Corporations Act means the Corporations Act 2001 (Cwlth).

Eligible Employee means an Employee of a Participating Company who has been invited by the Company to participate in the Plan.

Employee means a full time or part time employee of the Company or a Subsidiary of the Company, or a director of the Company or a Subsidiary of the Company.

End Date, in respect of a Share held by a Participating Employee under the Plan, means the date ten years from the date on which that Share is registered in the name of that Participating Employee under the Plan or such other date

as the Board determines and specifies in the offer to that Participating Employee of those Shares.

Executive Director means a person holding the title "Executive Director" of the Company who is a participant in the Scheme.

Forfeited Shares means:

• Shares referred to in Rule 4.10: $(a)$
• Shares forfeited pursuant to Rule 7; and $(b)$
• $(c)$ Shares acquired by the Plan Company on exercise of a Call Option.

Group means the Company and its Subsidiaries.

Listing Rules means the Official Listing Rules of ASX as they may apply to the Company from time to time.

Non-Disposal Period means a period designated by the Company in accordance with the particular offer made to an Eligible Employee under Rule 4.4(b) within which Shares may not be withdrawn from the Plan by that Participating Employee.

Notice of Withdrawal of Shares means a duly completed and executed request for permission to withdraw some or all of their Shares from the Plan, submitted by a Participating Employee to the Plan Company. Such Notice of Withdrawal of Shares must specify the number of Shares requested to be withdrawn and must be submitted on the form approved by the Company.

Participating Company means the Company or any Subsidiary of the Company to which the Board has agreed that the Plan will, for the time being, extend.

Participating Employee means:

• $(a)$ an Eligible Employee who accepts an offer to participate in the Plan and agrees to be bound by these Rules; and
• $(b)$ for the purpose of Rule $7.1(e)$ , means:
• $(i)$ the Executive Director who is party to the Call Option; and
• $(ii)$ where the Executive Director is not the grantor of the Call Option, the grantor of the Call Option.

Plan means the Macquarie Group Staff Share Acquisition Plan established and operated in accordance with these Rules.

Plan Company means the entity appointed by the Company to act as the Plan Company from time to time.

Relevant Requirements means such performance, vesting or other criteria approved by the Company and notified in writing to the Eligible Employee at the time of the offer to participate in the Plan which are required to be met before Shares may be withdrawn from the Plan by a Participating Employee.

Rules means these Plan rules as amended from time to time.

Scheme means the Directors' Profit Share Scheme operated by the Group as amended or replaced from time to time.

Scheme Participant means a Participating Employee holding Scheme Shares.

Scheme Share means a Share held under the Plan in respect of the Scheme.

Security Interest means a mortgage, charge, pledge, lien or other encumbrance of any nature.

Share means a fully paid ordinary share in the capital of the Company which ranks equally with and have the same rights as other fully paid ordinary shares in the capital of the Company which are quoted by ASX.

Special Circumstances means death, total and permanent disability in the opinion of the Company, retirement, circumstances of hardship as determined by the Company, and any other circumstances as determined at the discretion of the Company.

Subsidiary has the same meaning as in Division 6 of Part 1.2 of the Corporations Act.

Voting Director means a voting director of the Company.

$2.2$ Interpretation

In these Rules, unless the contrary intention appears:

• a reference to any legislation or legislative provision includes any $(a)$ statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision:
• the singular includes the plural and vice versa; $(b)$
• a reference to any gender includes all genders; $(c)$
• a reference to a person includes a reference to the person's legal $(d)$ personal representatives, executors, administrators and successors, a firm or a body corporate;
• a reference to a "related body corporate" of a body corporate is to a $(e)$ body corporate which is related to that body corporate as defined in the Corporations Act;
• a reference to a clause, schedule or annexure is to a clause, schedule $(f)$ or annexure of or to these Rules;

• a schedule or annexure forms part of these Rules; $(g)$

• a reference to any agreement or document (including, without $(h)$ limitation, these Rules) is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

• where an expression is defined, another part of speech or grammatical $(i)$ form of that expression has a corresponding meaning;
• a reference to "dollars" or "\$" is to Australian currency; $(i)$
• a reference to "amendment" includes addition, alteration, deletion, $(k)$ extension, modification and variation;
• references to the exercise of a power or discretion include a decision $(1)$ not to exercise the power or discretion;
• "including" when introducing a list of items does not exclude a $(m)$ reference to other items whether of the same class or genus or not.

$2.3$ Headings

Headings are for convenience only and do not affect the interpretation of these Rules.

$2.4$ Company's decision final

A decision of the Company as to the interpretation, effect or application of these Rules is final and conclusive.

Company's discretion $2.5$

Any determination, decision, approval or opinion of the Company shall be in its absolute discretion.

Operation of the Plan $\overline{\mathbf{3}}$

Rules are binding $3.1$

The Plan must be operated in accordance with these Rules which bind the Company, each Participating Company, the Plan Company and each Participating Employee.

Administration of the Plan $3.2$

The Plan is administered by the Plan Company.

$3.3$ Board may give directions

Subject to these Rules, the Listing Rules and any law to the contrary, the Plan Company must follow any direction given to it by the Board as to the operation of the Plan.

$34$ Plan Expenses

The Company may seek to recover any expenses, costs and charges incurred by the Plan Company in operating the Plan from Participating Employees, provided the Employee has been notified of those arrangements for such recovery at the time the Employee accepts an offer to participate in the Plan. The Company must pay all the expenses, costs and charges incurred by the Plan Company in operating the Plan which are not otherwise funded by Participating Employees or from other funds held by the Plan Company under these Rules for the purposes of the Plan.

$3.5$ Company may determine procedures

The Company may from time to time make regulations in accordance with these Rules for the proper and efficient administration and implementation of the Plan.

$3.6$ Delegation of powers

Any power or discretion which is conferred on the Company or the Board under these Rules may be exercised by the Board or by any person or persons appointed by the Board to act on their behalf, including any committee of the Board as constituted from time to time, and any committee of duly appointed representatives.

$\overline{\mathbf{A}}$ How the Plan works

$4.1$ Capital contributions to Plan

On and from the commencement of the Plan, the Company may pay to the Plan Company amounts determined by the Company from time to time in accordance with Schedule 1 to fund the acquisition of Shares for the purposes of the Plan.

$4.2$ Application of capital contributions

The Plan Company must use such amounts received from the Company under Rule 4.3 to acquire Shares and have those Shares registered in the name of Participating Employees as directed from time to time by the Company in satisfaction of the Company's obligations under the arrangements with Participating Employees set out in Schedule 1. Under no circumstances may the Plan Company repay any amount so received to the Company.

$4.3$ Participation in the Plan

The Company may:

• from time to time and in accordance with Schedule 1 of these Rules $(a)$ offer Employees participation in the Plan; and
• $(b)$ from time to time and in accordance with Schedule 1 of these Rules and the Scheme offer Executive Directors participation in the Plan.

By accepting that offer, an Eligible Employee, including an Executive Director, becomes a Participating Employee. Executive Directors accepting an offer under Rule 4.3(b) become Scheme Participants.

Form of offer 4.4

Offers made by the Company under Rule 4.3 may specify:

• any Relevant Requirements; and $(a)$
• $(b)$ a Non-Disposal Period,

that is to apply to the Shares acquired under the Plan in respect of a Participating Employee.

The Relevant Requirements and Non-Disposal Period for Scheme Shares may be set out in the terms of the Scheme.

$4.5$ Power of Attorney

At the time of acceptance of the offer to participate in the Plan, a Participating Employee must grant a power of attorney to the Plan Company in the form set out in Schedule 2 or in such other form as approved by the Company authorising the Plan Company to acquire Shares under the Plan and to dispose of, or otherwise deal with, any Shares required to be forfeited under Rule 7.1.

4.6 Relevant Requirements

The Board may vary, reduce or waive in whole or in part the Relevant Requirements relating to the Shares of any or all Participating Employees at any time. Any such variation, reduction or waiver must be notified to each affected Participating Employee.

$4.7$ Capital not applied

Pending the acquisition of Shares, the Plan Company may invest moneys in short term deposits or otherwise apply moneys for the purposes of the Plan.

4.8 Interest in Shares

A Participating Employee's rights and obligations under the Plan are conditional on Shares being registered in the Participating Employee's name. Prior to having Shares registered in his or her name a Participating Employee has no right or interest in any Shares or other property acquired for the purposes of the Plan or otherwise held by the Plan Company.

4.9 Shares held for Participating Employee

Shares acquired under the Plan for a Participating Employee are to be registered in the name of the Participating Employee, but held by the Participating Employee according to the terms of these Rules and, in the case of Scheme Shares, the terms of the Scheme.

$4.10$ No fractions

Participating Employees cannot receive fractions of Shares. Any Shares remaining after the allocation of whole Shares are treated as Forfeited Shares and any funds remaining after the purchase of whole Shares to which those funds relate are to be treated as the proceeds of sale of Forfeited Shares.

4.11 Notification to Participating Employee

The Plan Company must notify each Participating Employee in writing as soon as practicable after it acquires Shares for that employee under the Plan.

5 Dealing with Shares

$5.1$ Restriction on dealing

Shares acquired by a Participating Employee must be held by the Participating Employee subject to the Non-Disposal Period and any Relevant Requirements notified at the time of offer to the Eligible Employee and, in the case of Scheme Shares, as otherwise provided for in the terms of the Scheme.

$5.2$ No grant of Security Interest

A Participating Employee must not grant a Security Interest over any Shares held under the Plan (whether or not such Shares are subject to the Non-Disposal Period or Relevant Requirements):

• only in the case of Shares which are neither subject to the Non- $(a)$ Disposal Period nor subject to Relevant Requirements, without submitting a Notice of Withdrawal of Shares and without such notice having been approved by the Plan Company; or
• $(b)$ in any case where the Shares will remain held under the Plan, without the written consent of the Plan Company and approved by the Company, the giving of such consent being at the absolute discretion of the Plan Company (having regard to ensuring any arrangements do not affect any rights of the Plan Company or the Company to enforce restrictions over the Shares, including those restrictions referred to in Rule 5.3) and may be subject to such conditions or restrictions as the Plan Company may, in its absolute discretion, determine.

$5.3$ Arrangements to enforce restriction

The Plan Company is entitled to make such arrangements as it considers necessary to enforce any Relevant Requirements or other restrictions on Participating Employees dealing with Shares or granting a Security Interest over Shares, including forfeiture under Rule 7, and Participating Employees must agree to such arrangements.

$5.4$ Expiration of requirements

After the expiration of the Non-Disposal Period and the expiration or satisfaction of any Relevant Requirements, and if the Shares have not been forfeited under Rule 7.1 a Participating Employee may:

• continue to hold his or her Shares subject to the restrictions of the $(a)$ Plan and, in the case of Scheme Shares, the terms of the Scheme:
• $(b)$ decide to hold his or her Shares outside the Plan and request the Plan Company to remove any transfer restriction imposed in accordance with Rule 5.2 or Rule 5.3 by submitting a Notice of Withdrawal of Shares: and
• $(c)$ sell some or all of his or her Shares subject to any administrative guidelines established from time to time and, in the case of Scheme Shares, the terms of the Scheme, by submitting a Notice of Withdrawal of Shares.

$5.5$ Shares held on End Date

A Share held by a Participating Employee, as and from the End Date in relation to that Share:

• if that Share is subject to Relevant Requirements which have not been $(a)$ satisfied, may be forfeited in accordance with Rule 7.1: or
• $(b)$ in any other case, will, at the direction of the Company, after the Company has determined that the Share is not to be forfeited in accordance with Rule 7.1, be released from the Plan by the Plan Company and will be held by the Participating Employee outside the terms of the Plan.

No Notice of Withdrawal of Shares is required to be submitted by the Participating Employee to the Plan Company in this case.

5.6 Ceasing to be Employee or Executive Director

A Share held by a Participating Employee who ceases to be an Employee of the Company or a Subsidiary of the Company, or a Scheme Share held by a Participating Employee who ceases to be an Executive Director of the Company:

• $(a)$ if that Share is subject to Relevant Requirements which have not been satisfied, may be forfeited in accordance with Rule 7.1; or
• $(b)$ in any other case, will, at the direction of the Company, after the Company has determined that the Shares are not to be forfeited in accordance with Rule 7.1, be released from the Plan by the Plan Company and will be held by the Participating Employee outside the terms of the Plan.

No Notice of Withdrawal of Shares is required to be submitted by the Participating Employee to the Plan Company in this case.

$5.7$ Employer ceasing to be Subsidiary

For the purpose of Rule 5.6, a Participating Employee ceasing to be an Employee includes the circumstance whereby the employer of that person ceases to be a Subsidiary in relation to the Company.

$5.8$ Withdrawal of Shares

Except as expressly provided by these Rules, a Participating Employee may not submit a Notice of Withdrawal of Shares until the expiration of the Non-Disposal Period.

5.9 Release of Shares

Where a Notice of Withdrawal of Shares has been submitted to the Plan Company by a Participating Employee and the Shares are subject to Relevant Requirements, approval for withdrawal of Shares will only be given by the Plan Company if:

• $(a)$ such Relevant Requirements have been satisfied; or
• $(b)$ the Company has determined that such Relevant Requirements are no longer required to be satisfied.

$5.10$ Special circumstances

Despite Rule 5.1 (but subject always to Rules 5.13 and 7 and, in the case of Scheme Shares, the terms of the Scheme) a Participating Employee may, in the event of Special Circumstances, at any time submit a Notice of Withdrawal of Shares held by him or her. Where such a Notice of Withdrawal of Shares has been submitted, approval for withdrawal of the Shares will only be given by the Plan Company if the Company is satisfied that the Special Circumstances exist in respect of that Participating Employee.

$5.11$ Takeover

Despite Rule 5.1 (but subject always to Rules 5.13 and 7 and, in the case of Scheme Shares, the terms of the Scheme) if an offer is made for all of the Shares and the Company has been served with a bidder's statement under the Corporations Act in respect of that offer, then if the Company so directs, a Participating Employee may dispose of the Shares the subject of Relevant Requirements or a Non-Disposal Period by accepting the offer.

$5.12$ Capital Events

Despite Rule 5.1 (but subject always to Rules 5.13 and 7 and, in the case of Scheme Shares, the terms of the Scheme and the relevant offer) if:

• any notice is despatched to members of the Company in relation to a $(a)$ meeting to approve a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, then if the Company so directs, a Participating Employee may submit a Notice of Withdrawal of Shares the subject of Relevant Requirements or a Non-Disposal Period;
• notice is given to members of the Company of a proposed resolution $(b)$ for the voluntary winding-up of the Company, then if the Company so directs, a Participating Employee may submit a Notice of Withdrawal of Shares the subject of Relevant Requirements or a Non-Disposal Period; and

$(c)$ the relevant Shares are subject to compulsory acquisition under any law, then a Participating Employee may dispose of Shares the subject of Relevant Requirements or a Non-Disposal Period to the person entitled to acquire them.

5.13 Unfunded amounts

A Participating Employee must pay to the Company, or otherwise provide to the Company such other consideration acceptable to the Company equal in value to, any unfunded amount on Shares the subject of Relevant Requirements or a Non-Disposal Period which are sold or otherwise disposed of under this Rule 5.

6 Distributions and other benefits

$6.1$ Dividends and distributions

A Participating Employee is entitled to receive any dividend or other distribution made in respect of Shares held by him or her under the Plan. This applies notwithstanding that the Shares remain subject to Relevant Requirements but does not apply if the Shares are to be forfeited under Rule 7.

$6.2$ Bonus and rights issues

A Participating Employee can participate in any bonus issue of Shares or pro rata rights issue of Shares made by the Company or sell renounceable rights. If any shares are issued in respect of, or exchange for, or in substitution of, any Shares by reason of any bonus issue or other change in the capital structure of the Company, such shares are to be held by the Participating Employee according to the terms of these Rules.

$6.3$ Distributions and other benefits of forfeited Shares

The Plan Company may use any dividend, bonus issue or other benefit received in connection with Forfeited Shares for any purpose relevant to the Plan or apply them in accordance with the directions of the Company.

$\overline{7}$ Forfeited Shares

$7.1$ Forfeiture of Shares

A Participating Employee (and any person claiming through him or her) must forfeit any right or interest in any Shares or other entitlements under the Plan to the Plan Company if:

• $(a)$ those Shares have reached their End Date and remain subject to Relevant Requirements and the Company directs that such Shares are to be forfeited; or
• $(b)$ his or her employment ceases at a time when the Shares acquired by the Participating Employee under the Plan remain subject to a

Relevant Requirement and the Company directs that such Shares are to be forfeited; or

• in the case of Shares other than Scheme Shares, he or she is dismissed $(c)$ with cause or commits any act of theft, fraud or defalcation in relation to the affairs of the Company or any Subsidiary of the Company (whether or not charged with any offence) or does an act (or fails to do an act) which in the opinion of the Company brings the Company or any Subsidiary of the Company into disrepute;
• in the case of Scheme Shares, those Shares are to be forfeited under $(d)$ the terms of the Scheme: or
• in the case of Shares the subject of a Call Option, the Plan Company $(e)$ exercises the Call Option in respect of those Shares under the terms of the Call Option and the Scheme.

Employer ceasing to be Subsidiary $7.2$

For the purpose of Rule 7.1, a Participating Employee's employment ceasing includes the circumstance whereby the employer of that person ceases to be a Subsidiary in relation to the Company.

$7.3$ Dealing with Forfeited Shares

Subject to Rule 8, the Company may by notice in writing to the Plan Company determine that the Plan Company transfer any Forfeited Shares (or the proceeds of sale of such Shares) to:

• one or more Employees; $(a)$
• a provident, benefit, superannuation or retirement fund established (b) and maintained by the Company or a Subsidiary of the Company in which no body corporate in the Group is beneficially interested; or
• participating non-executive directors under the Macquarie Group $(c)$ Non-Executive Director Share Acquisition Plan,

subject to any conditions specified by the Company.

Sale of Forfeited Shares $7.4$

Subject to Rule 8, if a notice under Rule 7.3 has not been received by the Plan Company within 60 days after the time Shares become forfeited then the Plan Company must sell Forfeited Shares and hold the cash proceeds of sale for the purposes of the Plan until it receives a notice from the Company under Rule 7.3. Under no circumstances may the Plan Company pay the proceeds of sale of any Forfeited Shares to the Company.

Authorised deductions 8

Before making any payment or allocating any Shares under Rule 7.3, the Plan Company is authorised to deduct:

• all outgoings and expenses it incurs in buying, selling and otherwise $(a)$ dealing with Shares for Employees; and
• any tax (including stamp duty) which, in the opinion of the directors $(b)$ of the Plan Company, is or would be payable by the Plan Company in connection with the operation of the Plan; and
• any other amounts that in the opinion of the directors of the Plan $(c)$ Company it is fair to deduct.

9 Voting rights

Participating Employee may direct voting $9.1$

Subject to the Listing Rules and the terms of issue of the relevant Shares, a Participating Employee may exercise any voting rights attaching to Shares held by him or her or may appoint a proxy to represent and vote for him or her at any meeting of members of the Company.

No voting if no direction $9.2$

The Plan Company may not exercise any voting rights attaching to any Shares held by a Participating Employee but may act in the capacity of proxy if appointed to do so by the Participating Employee.

Variation of Rules 10

$10.1$ Company may amend

The Company may vary any of these Rules, or vary any of the terms or conditions on which any or all Participating Employees hold Shares under the Plan, at any time by resolution of the Board.

No reduction of existing rights without written consent $10.2$

If a variation under Rule 10.1 reduces the rights of Participating Employees, in respect of Shares held by them under the Plan prior to the date of the amendment, the Company must have the written consent of three-quarters of the affected Participating Employees.

Termination and suspension of the Plan $11$

Termination generally $11.1$

The Plan will terminate and be wound up as provided by law or upon the first to occur of the following events:

• an order being made or an effective resolution being passed for the $(a)$ winding up of the Company (other than for the purpose of an amalgamation or reconstruction);

• a person enforcing their entitlement to acquire compulsorily all the $(b)$ Shares;

• $(c)$ the passing of a resolution to cancel or buy-back all Shares held by the Plan Company pursuant to a scheme of arrangement, reduction of capital, share buy-back or otherwise; or

• $(d)$ the Company determining that the Plan be wound up.

$11.2$ Company may terminate or suspend

The Company may terminate or suspend the operation of the Plan at any time by resolution of the Board.

$11.3$ Termination: Shares subiect to Plan

If the Plan is terminated or suspended, the Company must decide how Shares then held by Participating Employees under the Plan which remain subject to Relevant Requirements are to be dealt with and must give such other directions to the Plan Company regarding the operation of the Plan as the Plan Company may request.

$11.4$ Termination: Sale and application of proceeds

Upon termination of the Plan, the Plan Company must procure that any Shares remaining in the Plan after determinations under Rule 11.3 must be sold by the Plan Company and any amount held by the Plan Company for the purposes of the Plan (less authorised deductions) is paid at the direction of the Company to:

• $(a)$ one or more Employees; or
• $(b)$ a provident, benefit, superannuation or retirement fund established and maintained by the Company or a Subsidiary of the Company in which no body corporate in the Group is beneficially interested.

$12$ Connection with other schemes

$12.1$ Company may provide other incentives

The Company may approve other employee share and option schemes.

$12.2$ Participation in other Schemes

Except in relation to the Scheme, participation in the Plan does not affect, and is not affected by, participation in any other scheme of the Company unless the terms of that scheme provide otherwise.

13 Relationship of Company, Plan Company and Participating Employees

$13.1$ Company acts as principal

The Plan Company acts as principal in the operation of the Plan and not as an agent of the Company or, subject to Rule 13.2, of Participating Employees.

$13.2$ Plan Company may act as agent

The Plan Company may act as agent for the relevant Participating Employee in the sale of Shares

$13.3$ Plan Company not a trustee

The Plan Company is not a trustee for the Company or for Participating Employees.

$13.4$ Company may appoint new Plan Company

The Company may replace the Plan Company and appoint a new entity to be Plan Company at any time by notice in writing to the Plan Company and on such other terms (if any) as agreed between the Company and the Plan Company.

13.5 No acquired rights

These Rules:

• $(a)$ do not confer on any Participating Employee the right to continue as an Employee; and
• $(b)$ do not affect any rights which the Company or a Subsidiary of the Company may have to terminate the employment of that Employee; and
• $(c)$ may not be used to increase damages in any action brought against the Company or a Subsidiary of the Company in respect of that termination.

14 Notices

Any notice or direction given under these Rules is validly given if it is handed to the person concerned or posted by ordinary prepaid post to the person's last known address or in such other manner as the Company determines.

15 Governing law

These Rules are governed by the laws in force in New South Wales.

16 Overriding restrictions on Plan

Notwithstanding any Rule:

• $(a)$ Shares may not be dealt with under the Plan if to do so would contravene the Corporations Act or applicable Listing Rules; and
• $(b)$ the Plan must be operated in accordance with the Corporations Act and applicable Listing Rules.

Macquarie Group Staff Share Acquisition Plan Schedule 1 - Basis of Participation in Plan

Plan Membership 1

The Company may offer an Eligible Employee the opportunity from time to time to participate in the Plan and membership of the Plan will only occur if the Eligible Employee accepts the offer to participate. Membership of the Plan is voluntary.

$\overline{2}$ Plan Participation

The Company and any Participating Company may offer an Eligible Employee an opportunity to participate in the Plan by permitting an arrangement to be made with the Eligible Employee under which a component of the Eligible Employee's remuneration is reduced by an amount ("Remuneration Savings Contribution") in return for the Company procuring the registration of Shares in that Eligible Employee's name under the terms of the Plan.

$\overline{\mathbf{3}}$ Acquisition and allocation of Shares

The number of Shares to be transferred to a Participating Employee under the Plan in respect of a particular Remuneration Savings Contribution is equal to:

• the Remuneration Savings Contribution (net of all deducted expenses, $(a)$ costs and charges) made by the Participating Employee in respect of a particular acquisition of Shares under the Plan; divided by
• the weighted average price per Share at which Shares have been $(b)$ acquired under the Plan by the Plan Company during a particular period in respect of all Remuneration Savings Contributions (net of all deducted expenses, costs and charges) of all Participating Employees, together with all remuneration contributions of all participants under the Macquarie Group Non-Executive Director Share Acquisition Plan to be allocated those Shares acquired during that period.

Macquarie Group Staff Share Acquisition Plan Schedule 2 - Power of Attorney

Macquarie Group Limited

Macquarie Group Staff Share Acquisition Plan

POWER OF ATTORNEY

I [ ] of [ ] hereby grant an irrevocable power of attorney to the entity acting as Plan Company under the Macquarie Group Staff Share Acquisition Plan ("MGSSAP") from time to time and each of its officers jointly and severally.

This power of attorney is limited to Shares acquired under the MGSSAP and authorises the Attorneys to dispose of or otherwise deal with any Shares and to execute documentation on my behalf for the acquisition or disposal of Shares for the purposes of the MGSSAP in accordance with the Rules of the MGSSAP.

To enable full particulars to be completed by you on my behalf as required, my Tax File Number is disclosed to you for that purpose. My Tax File Number is $[ ]$ .

Signed by the said $\lceil \cdot \rceil$

in the presence of $\lceil \cdot \rceil$