Macquarie Group Limited — Capital/Financing Update 2014

Nov 7, 2014

SUPPLEMENT TO THE OFFERING MEMORANDUM DATED 18 JUNE 2014

MACQUARIE GROUP LIMITED

(ABN 94 122 169 279)

(incorporated with limited liability in the Commonwealth of Australia)

MACQUARIE

U.S.$10,000,000,000

(or equivalent in other currencies)

Debt Instrument Programme

ISSUER

Macquarie Group Limited

DEALERS

Australia and New Zealand Banking Group Limited

BofA Merrill Lynch

Barclays

Citigroup

Commonwealth Bank of Australia

Credit Suisse

Deutsche Bank

HSBC

ING

J.P. Morgan

Macquarie Bank International Limited

Macquarie Bank Limited

National Australia Bank Limited

SMBC Nikko

Société Générale Corporate & Investment Banking

Standard Chartered Bank

The Royal Bank of Scotland

Westpac Banking Corporation

ISSUING & PAYING AGENT

Deutsche Bank AG, London Branch

CMU LODGING AGENT

Deutsche Bank AG, Hong Kong Branch

The date of this Supplement to the Offering Memorandum dated 18 June 2014 is 7 November 2014

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1

Pages 1 to 154 and pages 218 to 220 inclusive of the Offering Memorandum dated 18 June 2014 comprise a base prospectus of Macquarie Group Limited (ABN 94 122 169 279) ("Issuer" or "MGL") (the "Base Prospectus") for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the "Prospectus Directive") in respect of unsecured and unsubordinated debt instruments to be admitted to the Official List of the UK Listing Authority (as defined below) and to be admitted to trading on the London Stock Exchange's Regulated Market ("PD Debt Instruments"). The Base Prospectus was approved by the Financial Conduct Authority ("FCA") in its capacity as competent authority under the Financial Services and Markets Act 2000 (UK) as amended ("FSMA") ("UK Listing Authority") for the purposes of the Prospectus Directive on 18 June 2014.

Pages 155 to 217 inclusive of the Offering Memorandum comprise an offering circular (the "Offering Circular") and has been prepared by MGL in connection with the issuance of unsecured, unsubordinated or subordinated debt instruments other than PD Debt Instruments ("Non-PD Debt Instruments" and, together with the PD Debt Instruments, the "Debt Instruments"). The Offering Circular has not been reviewed or approved by the UK Listing Authority and does not constitute a prospectus for the purposes of the Prospectus Directive. The Offering Circular does not form part of the Base Prospectus.

Supplementary Prospectus

Pages 1 to 3 inclusive of this supplement and the Appendix at pages 4 to 15 inclusive of this supplement (together, the "Supplementary Prospectus") is supplemental to, and must be read in conjunction with, the Base Prospectus and all documents which are deemed to be incorporated in, and to form part of, the Base Prospectus. This Supplementary Prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the FSMA. The information on page 16 of this supplement constitutes a supplementary offering circular and does not form part of the Supplementary Prospectus. Unless specified otherwise, terms used herein shall be deemed to have the meanings given to them in the Base Prospectus.

MGL accepts responsibility for the information contained in this Supplementary Prospectus. To the best of MGL's knowledge (after having taken reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.

The purpose of this Supplementary Prospectus is to: (a) incorporate by reference information included in the MGL Interim Directors' Report and Financial Report for the Half-Year Ended 30 September 2014 ("2015 Interim Financial Report"); (b) update section B.12 of the Summary of the Programme contained in the Base Prospectus to include selected historical key financial information from the 2015 Interim Financial Report (such revised Summary of the Programme being set out in the Appendix hereto); and (c) announce the appointment of Gordon Cairns to the Board of MGL effective 1 November 2014.

Additional Financial Information

MGL Interim Directors' Report and Financial Report for the Half-Year Ended 30 September 2014

On 31 October 2014, MGL published its 2015 Interim Financial Report, which includes the unaudited financial statements of MGL consolidated with its controlled entities for the half years ended 30 September 2013, 31 March 2014 and 30 September 2014 and the Independent Auditor's Review Report in respect of such financial statements. The information in the 2015 Interim Financial Report specified below shall be deemed to be incorporated in, and to form part of, the Base Prospectus.

The unaudited financial statements of MGL consolidated with its controlled entities for the half years ended 30 September 2013, 31 March 2014 and 30 September 2014 includes the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, Notes to the Consolidated Financial Statements, Directors' Declaration and the Independent Auditor's Review Report. These can be located in the 2015 Interim Financial Report on the following pages:

2015 Interim Financial Report

Consolidated Income Statement	7
Consolidated Statement of Comprehensive Income	8

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2

Consolidated Statement of Financial Position	9
Consolidated Statement of Changes in Equity	10-11
Consolidated Statement of Cash Flows	12-13
Notes to the Consolidated Financial Statements	14-48
Directors' Declaration	49
Independent Auditor's Review Report	50

If any information listed in the table above itself incorporates any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Base Prospectus, except where such information or other documents are specifically incorporated by reference in, or attached to, the Base Prospectus by virtue of this Supplementary Prospectus. Any information not listed in the table above but contained in the 2015 Interim Financial Report is given for information only. The non-incorporated parts of the 2015 Interim Financial Report are either not relevant or are covered elsewhere in the Base Prospectus to which this Supplementary Prospectus relates.

Update to Section B.12 of the Summary of the Programme

Section B.12 of the Summary of the Programme contained in the Base Prospectus is updated to include selected historical key financial information from the 2015 Interim Financial Report. The Summary of the Programme as so supplemented is set out in the Appendix to this Supplementary Prospectus.

Board Changes

On 31 October 2014 Macquarie Group Limited announced the appointment of Gordon Cairns to the MGL Board effective 1 November 2014.

Mr Cairns has held a wide range of management and executive roles throughout his career including Chief Executive Officer of Lion Nathan Limited. He is currently the chairman of Origin Energy Limited, Quick Service Restaurants and the Origin Foundation. He has also served as a director on the boards of Westpac Banking Corporation, Seven Network Australia Limited and Lion Nathan Limited, as well as the chairman of David Jones Limited and Rebel Group Pty Limited.

Additional General Information

To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Base Prospectus by this Supplementary Prospectus and (b) any other statement in, or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

MGL will provide, without charge, upon the written request of any person, a copy of this Supplementary Prospectus and the information which is incorporated in this Supplementary Prospectus by reference. Written requests should be directed to MGL at its office at 50 Martin Place, Sydney NSW 2000, Australia, for attention of the Group Treasurer. In addition, such documents and information will be available for inspection free of charge at the offices of Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2 2DB, United Kingdom.

Copies of this Supplementary Prospectus and the 2015 Interim Financial Report will also be published on the internet site www.macquarie.com.au.

All information which MGL has published or made available to the public in compliance with its obligations under the laws of the Commonwealth of Australia dealing with the regulation of securities, issuers of securities and securities markets has been released to ASX Limited ("ASX") in compliance with the continuous disclosure requirements of the ASX Listing Rules. Announcements made by MGL under such rules are available on the ASX's internet site www.asx.com.au (MGL's ASX code is "MQG").

Internet site addresses in this Supplementary Prospectus are included for reference only and the contents of any such internet sites are not incorporated by reference into, and do not form part of, the Base Prospectus.

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3

There has been no significant change in the financial or trading position of MGL and no material adverse change in the financial position or prospects, of MGL since the financial half year ended 30 September 2014, being the date as at which the latest published unaudited financial statements of MGL and MGL consolidated with its controlled entities were made up.

Save as disclosed in this Supplement and the information which is incorporated in this Supplement by reference, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

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Appendix

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A - E (A.1 - E.7). This Summary contains all the Elements required to be included in a summary for the PD Debt Instruments and MGL. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

Section A - Introduction and warnings

Element	Title
A.1	Introduction and warnings	This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in the PD Debt Instruments should be based on a consideration of this Base Prospectus, including any documents incorporated by reference, and the applicable Final Terms, as a whole by the investor. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in such PD Debt Instruments.
A.2	Consents by the Issuer to the use of this Base Prospectus for subsequent resale or final placement of the PD Debt Instruments	Certain Tranches of PD Debt Instruments with a denomination of less than €100,000 (or its equivalent in any other currency) may be offered pursuant to a public offer ("Public Offer"). [Issue specific summary: [Not Applicable: MGL does not consent to the use of the Base Prospectus for subsequent resales or final placement of the PD Debt Instruments.] [Consent: Subject to the conditions set out below, MGL consents to the use of this Base Prospectus in connection with a Public Offer of PD Debt Instruments by [●] [and] [each financial intermediary whose name is published on the internet site www.macquarie.com.au/mgl/au/about-macquarie-group/investor-relations/debt-investors and identified as an Authorised Offeror in respect of the Public Offer] [and any financial intermediary which is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC) and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):

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Section B - Issuer

Element	Title
		"We, [●], refer to the [●] (the "PD Debt Instruments") described in the Final Terms dated [insert date] (the "Final Terms") published by Macquarie Group Limited (the "Issuer"). We hereby accept the offer by the Issuer of its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the PD Debt Instruments in accordance with the Authorised Offeror Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and we are using the Base Prospectus accordingly." (each an "Authorised Offeror")
		Offer period: MGL's consent referred to above is given for Public Offers of the PD Debt Instruments, and subsequent resales and final placements of the PD Debt Instruments can be made by the Authorised Offeror[s], during the period from [●] to [●] (the "Offer Period").
		Conditions to consent: The conditions to MGL's consent to the use of the Base Prospects for subsequent resale or final placement of the PD Debt Instruments by the Authorised Offeror[s] (in addition to the conditions referred to above) are that such consent (a) is only valid during the Offer Period; (b) only extends to the use of this Base Prospectus to make Public Offers of the PD Debt Instruments in [●] and (c) [●].
		An Investor who intends to purchase any PD Debt Instruments in a Public Offer from an Authorised Offeror will do so, and offers and sales of such PD Debt Instruments to an Investor by such Authorised Offeror will be made, in accordance with the terms and conditions of the offer including those in place between such Authorised Offeror and such Investor including arrangements in relation to price, allocations, expenses and settlement. The relevant information will be provided by the Authorised Offeror to the Investor at the time of such offer.

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6

Element	Title
B.10	Audit report qualifications	Not Applicable - No qualifications are contained in any audit report included in the Base Prospectus.
B.12	Selected historical key financial information of the Issuer, no material adverse change statement and description of significant changes in financial or trading position of the Issuer	Selected historical key financial information from Income Statements
Consolidated 2015 Consolidated
Interim	2014 A$m
A$m
Net interest income/(expense)	956	1,705
Net operating income	4,298	8,132
Total operating expenses	(3,177)	(6,026)
Operating profit before income tax	1,121	2,106
Profit after income tax	689	1,279
Profit attributable to non-controlling interests:
Macquarie Income Securities	(9)	(18)
Macquarie Income Preferred Securities	(2)	(4)
Other non-controlling interests	-	8
Profit attributable to non-controlling interests	(11)	(14)
Profit attributable to ordinary equity holders of Macquarie Group Limited	678	1,265
Selected historical key financial information from Statements of Financial Position
Consolidated 2015 Consolidated 2014
Interim A$m	A$m
ASSETS
Total assets	162,332	153,904
LIABILITIES
Total liabilities excluding loan capital	146,512	138,483
Total loan capital	3,604	3,507
Total liabilities	150,116	141,990
Net assets	12,216	11,914
EQUITY
Total capital and reserves attributable to ordinary equity holders of Macquarie Group Limited	11,690	11,418
Non-controlling interests	526	496
Total equity	12,216	11,914
[The financial information above is selected historical key financial information of MGL and its consolidated subsidiaries]

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Element	Title
		[There has been no significant change in the financial or trading position of MGL or the Macquarie Group since [30 September 2014], and no material adverse change in the prospects of MGL or the Macquarie Group since [30 September 2014], the date of MGL's last published audited financial statements.]
B.13	Recent events material to the evaluation of the Issuer's solvency	Not Applicable - There are no recent events particular to MGL which are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14	Dependence upon other members of the Issuer's group	Not Applicable - MGL is not dependent upon other entities within the Macquarie Group.
B.15	Principal activities	MGL is a diversified financial services holding company listed on the Australian Securities Exchange operated by ASX Limited ("ASX"), headquartered in Sydney, Australia and regulated as a non-operating holding company of an authorised deposit taking institution ("ADI") by the Australian Prudential Regulation Authority ("APRA"). The Macquarie Group provides banking, financial, advisory, investment and funds management services through client driven businesses which generate income by providing a diversified range of services to clients. The Macquarie Group acts on behalf of institutional, corporate and retail clients and counterparties around the world.
B.16	Ownership and control	As at 30 September 2014, MGL had on issue [●] fully paid ordinary shares and [●] options granted over unissued ordinary shares. The ordinary shares of MGL are listed in Australia on the ASX.As at the date of this Base Prospectus, MGL is neither directly nor indirectly controlled by any of its shareholders.
B.17	Credit Rating	Standard and Poor's (Australia) Pty Ltd has assigned MGL a credit rating for long-term unsubordinated unsecured obligations of "BBB". The outlook for the rating is stable.Moody's Investors Service Pty Limited has assigned MGL a credit rating for long-term unsubordinated unsecured obligations of "A3". The outlook for the rating is stable.Fitch Australia Pty Ltd has assigned MGL a credit rating for long-term unsubordinated unsecured obligations of "A-". The outlook for the rating is stable.Issue specific summary:[The PD Debt Instruments [have been/are expected to be] rated [●] by [●].A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, cancellation, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.][Not Applicable - No ratings have been assigned to the Issuer or its debt securities at the
		assignment.]

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Element	Title

section C – PD Debt Instruments

Element	Title
C.1	Type and class of PD Debt Instruments including security identification number	The PD Debt Instruments to be issued under the Programme may be a Fixed Rate PD Debt Instrument, a Fixed/Floating Interest Rate Basis PD Debt Instrument, a Floating Rate PD Debt Instrument, a Zero Coupon PD Debt Instrument or a combination of the foregoing.

Issue specific summary:

The PD Debt Instruments are [U.S.$ / A$ / £ / Yen / HKD / € / RMB / other] [●] [●] per cent./Floating Rate / “Fixed / Floating”/Zero Coupon] PD Debt Instruments due [●].

International Securities Identification Number (“ISIN”): [●] | | C.2 | Currency | Subject to compliance with all applicable laws, regulations and directives, PD Debt Instruments may be issued in any currency agreed between the Issuer and the relevant Dealer at the time of issue.

Issue specific summary:

The currency of this Series of PD Debt Instruments is [U.S. Dollars (U.S.$)/Australian Dollars (A$)/Pounds Sterling (£)/Yen/Hong Kong Dollars (HKD)/Euro (€)/Renminbi (RMB) / [●] (“[●]”)]. | | C.5 | Restrictions on free transferability | Not Applicable - There are no restrictions on the free transferability of the PD Debt Instruments.

The offering, sale, delivery and transfer of PD Debt Instruments and the distribution of this Base Prospectus and other material in relation to any PD Debt Instruments are subject to restrictions as may apply in any country in connection with the offering and sale of a particular Tranche of PD Debt Instruments including, in particular, restrictions in Australia, the United States, the European Economic Area, the United Kingdom, Hong Kong, Singapore, Japan, Korea, India, Canada, the PRC, Malaysia, Mexico and Taiwan. | | C.8 | Rights attached to the PD Debt Instruments, including ranking and any limitations on those rights | PD Debt Instruments issued under the Programme will have terms and conditions relating to, among other matters:

Status

PD Debt Instruments will constitute direct and (subject to the provisions of the Issuer’s negative pledge below) unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and at least equally with all other unsecured and unsubordinated creditors (except creditors mandatorily preferred by law) of the Issuer, from time to time outstanding. |

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Element	Title
		Taxation
All payments in respect of PD Debt Instruments will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed by or on behalf of Australia or Victoria, unless such withholding or deduction is required by law or is made for or on account of FATCA (as defined in the Conditions). In the event that any such deduction is made, the Issuer will, save in certain limited circumstances which include, without limitation, a deduction made for or on account of FATCA, be required to pay additional amounts to cover the amounts so withheld or deducted.

Negative pledge The terms of the PD Debt Instruments will contain a negative pledge provision which prevents the Issuer, whilst there are any PD Debt Instruments outstanding, from creating or permitting to subsist any mortgage, charge pledge, lien or other form of encumbrance or security interest (“Security Interest”) upon the whole or any part of its present or future assets or revenues as security for any relevant indebtedness, guarantee or indemnity unless (i) the Issuer grants such Security Interest that will result in its obligations under the PD Debt Instruments being secured equally and rateably in all respects so as to rank equally with all applicable relevant indebtedness or guarantee or (ii) the granting of such Security Interest has been approved by an Extraordinary Resolution.

Events of default The terms of the PD Debt Instruments will contain, amongst others, the following events of default: (i) default in payment of any principal or interest due in respect of the PD Debt Instruments, continuing for a specified period of time; (ii) non-performance or non-observance by the Issuer of any of its other obligations under the conditions of the PD Debt Instruments, continuing for a specified period of time; and (iii) events relating to the insolvency or winding up of the Issuer. | | | | Meetings The terms of the PD Debt Instruments will contain provisions for calling meetings of holders of such PD Debt Instruments to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. | | | | Governing law [English law/The laws of New South Wales]. |

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Element	Title
C.9	Rights attached to the PD Debt Instruments including ranking and any limitation to those rights, details of the interest payable, indication of yield and representative of holders	InterestPD Debt Instruments may or may not bear interest. Interest-bearing PD Debt Instruments will either bear interest payable at a fixed rate or a floating rate.Issue specific summary:[The PD Debt Instruments bear interest [from their date of issue/from [●]] at the fixed rate of [●] per cent. per annum. The yield of the PD Debt Instruments is [●] per cent. Interest will be paid [annually] in arrear on [●] in each year. The first interest payment will be made on [●].[The PD Debt Instruments bear interest [from their date of issue/from [●]] at floating rates calculated by reference to [LIBOR / EURIBOR / BBSW / BKBM / HIBOR / BA-CDOR/SIBOR] [plus/minus] a margin of [●] per cent. Interest will be paid [semi-annually] in arrear on [●] and [●] in each year, subject to adjustment for non-business days. The first interest payment will be made on [●].[The PD Debt Instruments do not bear any interest [and will be offered and sold at a discount to their nominal amount].[The yield for the Fixed Rate PD Debt Instruments will be [●] on the Issue Date and will be calculated on the basis of the compound annual rate of return if the relevant Fixed Rate PD Debt Instruments were to be purchased at the Issue Price on the Issue Date and held to maturity. This is not an indication of future yield.]RedemptionThe terms under which PD Debt Instruments may be redeemed (including the maturity date and the price at which they will be redeemed on the maturity date as well as any provisions relating to early redemption) will be agreed between the Issuer and the relevant Dealer at the time of issue of the relevant PD Debt Instruments.Issue specific summary:Subject to any purchase and cancellation or early redemption, the PD Debt Instruments will be redeemed on [●] at [●] per cent. of their nominal amount.The PD Debt Instruments may be redeemed early for tax reasons [or [●]] at [●].Maturity date and arrangements for the amortisation of the PD Debt Instruments, including the repayment procedures: [●]No representative of the Holders of PD Debt Instruments has been appointed by the Issuer.
C.10	Rights attached to the PD Debt Instruments including ranking, any limitation to those rights, details of the interest payable, indication of yield and representative of holders	Not applicable – There is no derivative component in the interest payments.

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Element	Title
	details of the interest payable, indication of yield, representative of holders and effect of underlying instrument on the value of the investment
C.11	Admission to trading	Application has been made for each series of PD Debt Instruments to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market.

Section D – Risks

Element	Title
D.2	Key risks that are specific to the Issuer	The following are the key risks relating to the Issuer:

Economic Risk

MGL's and the Macquarie Group's business and financial condition has been and may be negatively impacted by adverse global credit and other market conditions. Economic conditions, particularly in Australia, the United States, Europe and Asia, may have a negative impact on MGL's and the Macquarie Group's business and financial condition.

Market Risk

MGL's and the Macquarie Group's businesses may be impacted by fluctuations in short-term and long-term interest rates, inflation, monetary supply, commodities, foreign exchange rates and equity prices in the markets in which MGL and the Macquarie Group operate.

Funding Risk

MGL and the Macquarie Group rely on equity and debt markets for funding their business. Further instability in these markets may affect MGL's and the Macquarie Group's ability to access funding, particularly the ability to issue long-term debt securities, to replace maturing liabilities in a timely manner and to access the funding necessary to grow their businesses. In addition, an increase in credit spreads may increase MGL's and the Macquarie Group's cost of funding.

Liquidity Risk

MGL and the Macquarie Group are exposed to the risk that they may become unable to meet their financial commitments when they fall due, which could arise due to mismatches in cashflows. Liquidity is essential to MGL's and the Macquarie Group's businesses. Liquidity could be impaired by an inability to access credit and debt markets, an inability to sell assets or unforeseen outflows of cash or collateral. |

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Element	Title
		Regulatory Risk Global economic conditions have led to changes that significantly alter the regulatory framework in which MGL and the Macquarie Group operate. Failure to comply with legal and regulatory requirements, including tax laws and regulations, and rules relating to conflicts of interest, corrupt and illegal payments and money laundering, or government policies in a timely manner, may have an adverse effect on their reputation among customers and regulators in the market. There is also increased scrutiny from regulators, legislative bodies and law enforcement agencies with respect to matters relating to the financial services sector generally. Credit Rating Risk Certain Macquarie Group entities are assigned credit ratings based on an evaluation of a number of factors. If one or more of these credit ratings are downgraded this could have the effect of increasing the cost of funds raised by MGL or the Macquarie Group from financial markets, reducing MGL's or the Macquarie Group's ability to access certain capital markets, triggering MGL's or the Macquarie Group's obligations under certain contracts, and/or adversely impacting the willingness of counterparties to deal with MGL or the Macquarie Group. If any of the risks described in this section actually occur, the businesses, competitive position, financial performance, financial condition, operations, prospects or reputation of MGL, as well as other entities within the Macquarie Group, could be materially and adversely affected, with the result that the value, trading price and/or liquidity of MGL's equity and debt securities (including the PD Debt Instruments) could decline, and investors could lose all or part of their investment.
D.3	Key risks that are specific to the PD Debt Instruments	The following are the key risks relating to the PD Debt Instruments: Majority decisions The conditions of the PD Debt Instruments contain provisions for calling meetings of holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders of PD Debt Instruments including holders who did not attend and vote at the relevant meeting and holders who voted in a matter contrary to the majority. Withholdings and or deductions The holder may not receive payment of the full amounts due in respect of the PD Debt Instruments as a result of amounts being withheld by MGL in order to comply with applicable law. Illiquidity PD Debt Instruments may have no established trading market when issued, and one may never develop, or may be illiquid. In such case, investors may not be able to sell their PD

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Section E - Offer

Element	Title
		Debt Instruments easily or at favourable prices. Change in law Investors are exposed to the risk of changes in law or regulation affecting the value of the PD Debt Instruments held by them. Issue-specific Summary: [An investment in fixed rate PD Debt Instruments involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate PD Debt Instruments and the interest paid under the fixed rate PD Debt Instruments will be less than the then applicable market interest rate.] If any of the risks described in this section actually occur, the value, trading price and/or liquidity of the PD Debt Instruments could decline, and investors could lose all or part of their investment.

Section E-Offer

Element	Title
E.2b	Reasons for the offer and use of proceeds	The proceeds realised from the issuance of PD Debt Instruments under the Programme will be used by MGL for the Macquarie Group's general corporate purposes.
E.3	Terms and conditions of the offer	Under the Programme, the PD Debt Instruments may be offered to the public in a Public Offer in [●]. The terms and conditions of each offer of PD Debt Instruments will be determined by agreement between the Issuer and the relevant Dealers at the time of issue and specified in the applicable Final Terms. An Investor intending to acquire or acquiring any PD Debt Instruments in a Public Offer from an Offeror will do so, and offers and sales of such PD Debt Instruments to an Investor by such Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. Issue specific summary: [This issue of PD Debt Instruments is being offered in a Public Offer in [●]. The issue price of the PD Debt Instruments is [●] per cent. of their nominal amount. Offer Period: [●]

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Element	Title
		Conditions of offer: [Not Applicable / [●]]
		Application process: [Not Applicable / [●]]
		Reduction of subscriptions: [Not Applicable / [●]]
		Manner for refunding excess amount paid by applicants: [Not Applicable / [●]]
		Minimum amount of application: [Not Applicable/[●]]
		Maximum amount of application: [Not Applicable/[●]]
		Method and time limits for paying up and delivering PD Debt Instruments: [Not Applicable/[●]]
		Manner in and date on which results of the offer are to be made public: [Not Applicable/[●]]
		Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: [Not Applicable/[●]]
		Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: [Not Applicable/[●]]
		Amount of any expenses and taxes specifically charged to subscribers or purchasers of PD Debt Instruments: [Not Applicable/[●]]
		Name(s) and address(es) (to the extent known to the Issuer) of the Placers in the various countries where the offer takes place: [Not Applicable/[●]]

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Element	Title
E.4	Interests material to the issue/offer including conflicts of interests	The relevant Dealers may be paid fees in relation to any issue of PD Debt Instruments under the Programme. Any such Dealer and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, MGL and the Macquarie Group and their affiliates in the ordinary course of business. Issue specific summary [Save for [●], so far as the Issuer is aware, no person involved in the issue of the PD Debt Instruments has an interest material to the offer, including conflicting interests.][Not Applicable]
E.7	Estimated expenses charged to the investor by the Issuer or an Offeror	It is not anticipated that the Issuer will charge any expenses to investors in connection with any issue of PD Debt Instruments under the Programme. Issue specific summary: [Not Applicable – No expenses will be charged to investors by the Issuer.] [No expenses are being charged to an investor by the Issuer. For this specific issue, however, expenses may be charged by an Offeror (as defined above) in the range between [●] per cent. and [●] per cent. of the nominal amount of the PD Debt Instruments to be purchased by the relevant investor.]

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16

Supplementary Offering Circular

NEITHER THE OFFERING CIRCULAR NOR THIS SUPPLEMENTARY OFFERING CIRCULAR HAVE BEEN REVIEWED OR APPROVED BY THE UK LISTING AUTHORITY AND THE OFFERING CIRCULAR DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE").

This page 16 of this supplement ("Supplementary Offering Circular") is supplemental to, and must be read in conjunction with, the Offering Circular and all documents which are deemed to be incorporated in, and to form part of, the Offering Circular. This Supplementary Offering Circular is to be read in conjunction the following sections of the Supplementary Prospectus (save as amended herein):

• Additional Financial Information;
• Board Changes; and
• Additional General Information,

which will be deemed to be incorporated by reference herein, save that references to "Base Prospectus" shall be deemed to be to the "Offering Circular" and references to "Supplementary Prospectus" shall be deemed to be to the "Supplementary Offering Circular".