Macquarie Group Limited — Capital/Financing Update 2022

Apr 1, 2022

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 manufacturers’ 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 manufacturers’ 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 manufacturers’ 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 manufacturers’ 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 ( 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) 2017//129 (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 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 FSMA and any rules or regulations made under the Financial Services and Markets Act 2000 (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) 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

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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 29 March 2022

MACQUARIE GROUP LIMITED

(ABN 94 122 169 279)

(incorporated with limited liability in the Commonwealth of Australia)

Issue of

US$10,000,000 Floating Rate Unsubordinated Debt Instruments due 1 April 2029

US$10,000,000,000 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 11 June 2021 and the supplement to such Base Prospectus dated 1 November 2021 ( “Supplement to the Base Prospectus” ) which together constitute a base prospectus (the “ Base Prospectus ”) for the purposes of Regulation (EU) 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 and the Supplement to the Base Prospectus have 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:	Not Applicable
	(ii)	Tranche Number:	Not Applicable
	(iii)	Date on which the PR	Not Applicable
		Debt Instruments will be
		consolidated and form a
		single series

3 Specified Currency: US Dollars ( U.S.$ ) 4 Aggregate Nominal Amount: U.S. $10,000,000 5 Issue Price: 100 per cent. of the Aggregate Nominal Amount 6 Specified Denominations: 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

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7	(i)	Issue Date:	1 April 2022
	(ii)	Interest Commencement	Issue Date
		Date:
8	Maturity Date:		1 April 2029
9	Interest	Basis:
			SOFR + 1.52 % per annum Floating Rate
			(further particulars specified in paragraph 16 below)
10	Change	of Interest Basis or	Not Applicable
	Redemption/ Payment Basis:
11	Default	Interest (Condition	Not Applicable
	5.5(d)):
12	Redemption Basis:		Redemption at par
13	Change	of Interest Basis:	Not Applicable
14	Put / Call Options:		Not Applicable
PROVISIONS		RELATING TO INTEREST (IF ANY) PAYABLE
15	Fixed Rate PR Debt		Not Applicable
	Instrument Provisions:
16	Floating Rate PR Debt		Applicable
	Instrument Provisions:
	(i)	Interest Periods:	Each quarterly period from, and including, an Interest
			Payment Date to, but excluding, the following Interest
			Payment Date, except that the initial Interest Period
			shall commence on and include the Issue Date and the
			final Interest Period shall end on but exclude the
			Maturity Date
	(ii)	Interest Payment Date(s):	Quarterly, in arrears on 1 January, 1 April, 1 July and 1
			October in each year, from (and including) 1 July 2022
			to (and including) the Maturity Date
	(iii)	Business Day	Modified Following Business Day Convention
		Convention:
	(iv)	Relevant Financial	Not Applicable
		Centre(s):
	(v)	Manner in which the	Screen Rate Determination
		Interest Rate(s) and
		interest Amount(s) are to
		be determined:

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• (vi) Party responsible for Calculation Agent: Citibank, N.A., London Branch c/o determining the Interest Citibank N.A., Dublin Branch, Ground Floor, 1 North Rate(s) or calculating the Wall Quay, Dublin 1, Ireland Interest Amount(s):

• (vii) ISDA Determination: Not Applicable

• (viii) Screen Rate Applicable Determination:

Reference Rate: SOFR Shift Compound

Interest Determination Five (5) U.S. Government Securities Business Days Date(s): 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://apps.newyorkfed.org/markets/autorates/sofravgind, (or any such successor administrator’s website) Principal Financial Condition 5.3(b)(ii) will apply Centre: SOFR Provisions:

“p” U.S. Five (5) U.S. Government Securities Business Days Government Securities Business Days: SOFR Rate CutNot Applicable Off Date:

SOFR Interest Not Applicable Accrual Period End Dates:

• (ix) Margin: +1.52 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: Not Applicable

• (xiv) Representative Amount: Not Applicable

17 Zero Coupon PR Debt Not Applicable Instrument Provisions:

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18 Fixed/Floating Rate Interest Not Applicable Basis Provisions :

PROVISIONS RELATING TO REDEMPTION

19 Redemption at Issuer’s option Not Applicable (Call): 20 Redemption at PR Debt Not Applicable Instrument Holder’s option (Put):

21 Final Redemption Amount of Maturity Redemption Amount: the outstanding nominal each PR Debt Instrument: amount of the PR Debt Instruments 22 Early Redemption Amount

(i) Early Redemption Outstanding nominal amount together with accrued Amount (Tax) interest (if any) thereon of the PR Debt Instruments (Condition 6.4):

(ii) Early Redemption Outstanding nominal amount together with accrued Amount (Default) interest (if any) thereon of the PR Debt Instruments (Condition 9):

GENERAL PROVISIONS APPLICABLE TO THE PR DEBT INSTRUMENTS

23 Form of PR Debt Instrument:

(i) Form: Bearer (Condition 1.1).

Temporary Global PR Debt Instrument exchangeable for a Permanent Global PR Debt Instrument upon certification as to non-US beneficial ownership no earlier than 40 days after the completion of distribution of the PR Debt Instruments as determined by the Issuing and Paying Agent, which is exchangeable for Definitive PR Debt Instruments in certain limited circumstances.

(ii) Type: Floating Rate PR Debt Instrument

• 24 Additional Business Centre or New York other special provisions relating to Payment Dates:

• 25 Talons for future Coupons to be Yes, as the PR Debt Instruments have more than 27 attached to Definitive PR Debt coupon payments, Talons may be required if, on Instruments (and dates on which exchange into definitive form, more than 27 coupon such Talons mature): payments are still to be made

• 26 Governing law: The laws of New South Wales

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27	Place for notices:	Conditions 5.5(b) and 18.1 will apply
28	Public Offer:	Not Applicable
DISTRIBUTION
29	U.S. Selling Restrictions:	Reg. S Category 2/TEFRA: D Rules
30	Prohibition of Sales to EEA	Applicable
	Retail Investors:
31	Prohibition of Sales to UK Retail	Applicable
	Investors:
32	Method of distribution:	Non-syndicated
33	If syndicated, names of	Not Applicable
	Managers:
		Not Applicable
34	Stabilisation Manager(s) (if any)
35	If non-syndicated, name of	Wells Fargo Securities, LLC
	relevant Dealer:

CONFIRMED

MACQUARIE GROUP LIMITED

By: Angus Cameron Authorised Person

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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 1 April 2022

• (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 1 April 2022

• (iii) Estimate of total expenses GBP500 related to admission to trading:

2 RATINGS

Credit Ratings:

The PR Debt Instruments to be issued are expected to be rated by the following ratings agency:

Fitch Australia Pty Ltd: A-

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) and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act 2001 (Cth), 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 Wells Fargo Securities, LLC as dealer (as generally discussed in “Subscription and Sale” on pages 131 to 140 of the Base Prospectus dated 11 June 2021), 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. $10,000,000

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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 the 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. As far as the Issuer is aware, as at the date hereof, the SOFR does not fall within the scope of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA

6 OPERATIONAL INFORMATION

ISIN Code:

XS2464321392

Common Code:

246432139

CUSIP:

Not Applicable

CMU instrument number:

Not Applicable

CFI:

DTVXFB, as updated, 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

FISN:

MACQUARIE GROUP/VAREMTN 20290400, as updated, 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

Any clearing system(s) other than Not Applicable Euroclear Bank SA/NV, and Clearstream Banking, S.A. or the CMU Service and the relevant identification number(s):

Delivery: Delivery against payment Issuing and Paying Agent: Citibank, N.A., London Branch Additional Paying Agent(s) (if any): Not Applicable

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CMU Lodging Agent:	Not Applicable
Registrar:	Not Applicable
Transfer Agent:	Not Applicable
Common Depositary:	Citibank, N.A., London Branch c/o Citibank N.A.,
	Dublin Branch, Ground Floor, 1 North Wall Quay,
	Dublin 1, Ireland

Place of delivery of Definitive PR See clause 4.5(a)(v) of the Agency Agreement Debt Instruments:

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