Macquarie Group Limited — Capital/Financing Update 2016

May 15, 2016

SECOND SUPPLEMENT TO THE OFFERING MEMORANDUM DATED 15 JUNE 2015

MACQUARIE GROUP LIMITED

(ABN 94 122 169 279)

(incorporated with limited liability in the Commonwealth of Australia)

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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 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 Second Supplement is 13 May 2016

1

Pages 1 to 163 (inclusive) and pages 241 to 243 (inclusive) of the Offering Memorandum dated 15 June 2015 comprise a base prospectus of Macquarie Group Limited (ABN 94 122 169 279) (“ Issuer ” or “ MGL ”) (as supplemented by the supplementary prospectus dated 12 November 2015, 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) (“ FSMA ”) (“ UK Listing Authority ”) for the purposes of the Prospectus Directive on 15 June 2015.

Pages 164 to 231 (inclusive) of the Offering Memorandum comprise an offering circular (as supplemented by the supplementary offering circular dated 12 November 2015, 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 for part of the Base Prospectus.

Second Supplementary Prospectus

Pages 1 to 3 of this supplement (the “ Second 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 Second Supplementary Prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the FSMA. The information on page 4 of this supplement constitutes a supplementary offering circular and does not form part of the Base Prospectus or this Second 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 Second 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 Second Supplementary Prospectus is in accordance with the facts and this Second Supplementary Prospectus makes no omission likely to affect its import.

The purpose of this Second Supplementary Prospectus is to: (a) incorporate by reference information included in the MGL 2016 Annual Financial Report (“ 2016 Annual Financial Report ”) and (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 2016 Annual Financial Report.

Additional Financial Information

MGL 2016 Annual Financial Report

On 6 May 2016, MGL published its 2016 Annual Financial Report, which includes the audited financial statements of MGL consolidated with its controlled entities for the years ended, 31 March 2015 and 31 March 2016 and the independent auditor’s report in respect of such financial statements. The information in the 2016 Financial Report specified below shall be deemed to be incorporated in, and to form part of, the Base Prospectus.

The audited financial statements of MGL consolidated with its controlled entities for the years ended 31 March 2015 and 31 March 2016 includes the Income Statements, Statements of Comprehensive Income, Statements of Financial Position, Statements of Changes in Equity, Statements of Cash Flows, Notes to the Financial Statements, Directors’ Declaration and the Independent Auditor’s Report. These can be located in the 2016 Annual Financial Report on the following pages:

	2016 Annual Financial Report (page)
Income Statements	103
Statements of Comprehensive Income	104
Statements of Financial Position	105
Statements of Changes in Equity	106 to 107
Statements of Cash Flows	108
Notes to the Financial Statements	109 to 216
Directors’ Declaration	217
Independent Auditor’s Report	218

2

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 Second Supplementary Prospectus. Any information not listed in the table above but contained in the 2016 Annual Financial Report is given for information only. The non-incorporated parts of the 2016 Annual Financial Report are either not relevant or are covered elsewhere in the Base Prospectus to which this Second 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 2016 Annual Financial Report.

El	ement	Title
B.12	12	Selected historicalkey financialinformation of theIssuer, no materialadverse changestatement anddescription ofsignificant changesin financial or tradingposition of the Issuer	Selected historical key financial information from Income SConsol.2016A$mCons20A$ Net interest income/(expense)2,2792,09Net operatingincome10,1359,26Total operatingexpenses(7,120)(6,740Operating profit before incometax3,0152,52Income tax(expense)/benefit(927)(899Profit after income tax2,0881,62(Profit)/loss attributable to non-controlling interests:Macquarie Income Securities(16)(18Macquarie Income Preferred
				Net interest income/(expense)2,2792,09		286
				Net operatingincome10,1359,26		24,428
				Total operatingexpenses(7,120)(6,740		)(10)
				Operating profit before incometax3,0152,52		24,418
				Income tax(expense)/benefit(927)(899		)(39)
				Profit after income tax2,0881,62		34,379
				(Profit)/loss attributable to non-controlling interests:Macquarie Income Securities(16)(18Macquarie Income Preferred
				Profit attributable to non-controlling interests(25)(19)-
			Profit attributable to ncontrolling interestsProfit attributable toordinary equityholders of MacquarieGroup LimitedSelected historical key finaTotal assetsLIABILITIESTotal liabilities excludingcapitalTotal loan capitalTotal liabilitiesNet assets	Profit attributable to ncontrolling interests	on-(25)(19
				Profit attributable toordinary equityholders of MacquarieGroup Limited	2,0631,60	44,379
					ncial information from StatemeConsol.2016A$mConsol.2015A$m
				Total assets	196,755187,976	31,302
				LIABILITIES
				Total liabilities excludingcapital	loan175,882169,196	10,346
				Total loan capital	5,2094,384	1,126
				Total liabilities	181,091173,580	11,472
				Net assets	15,66414,396	19,830
				Total capital and reservesattributable to ordinary equityholders of Macquarie GroupLimited15,11613,90919,830
				Non-controlling interests548487-
				Total equity15,66414,39619,830

3

Element Title [The financial information above is selected historical key financial information of MGL consolidated with its controlled entities.] [There has been no significant change in the financial or trading position of MGL or the Macquarie Group since 31 March 2016], and no material adverse change in the financial position or prospects of MGL or the Macquarie Group since 31 March 2016, being the date as at which the latest published audited financial statements of MGL consolidated with its controlled entities were made up.]

Additional General Information

To the extent that there is any inconsistency between (a) any statement in this Second Supplementary Prospectus or any statement incorporated by reference into the Base Prospectus by this Second 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 Second Supplementary Prospectus and the information which is incorporated in this Second 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 Second Supplementary Prospectus and the 2016 Annual Financial Report will also be published on the internet site www.macquarie.com.

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 Second 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.

There has been no significant change in the financial or trading position of MGL or the Macquarie Group and no material adverse change in the financial position or prospects, of MGL or the Macquarie Group since the financial year ended 31 March 2016, being the date as at which the latest published audited financial statements of MGL and MGL consolidated with its controlled entities were made up.

Save as disclosed in this Second Supplementary Prospectus and the information which is incorporated in this Second Supplementary Prospectus 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.

4

Second 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.

This page 4 of this supplement (“ Second 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 Second Supplementary Offering Circular is to be read in conjunction the following sections of the Second Supplementary Prospectus (save as amended herein):

• Additional Financial Information; 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 “Second Supplementary Prospectus” shall be deemed to be to this “Second Supplementary Offering Circular”.