Macquarie Group Limited — Director's Dealing 2009

Aug 24, 2009

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Macquarie Group Limited & Macquarie Bank Limited ABN 94 122 169 279 46 008 583 542

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David S Clarke AO
Date of last notice	10 August 2009 re Zero Cost Collar transactions with Macquarie Bank Limited (“MBL”) over Macquarie Group Limited fully paid ordinary (“MQG”) shares and .

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Karii Pty Limited is a company in which David Clarke has a relevant interest.
Date of change	19 August 2009 and 21 August 2009
No. of securities held prior to change	• 227,917 MQG shares held by David Clarke; and • 323,150 MQG shares held by Karii Pty Limited.
Class	MQG shares
Number acquired	Nil.
Number disposed	• 45,428 MQG shares disposed of on-market by David Clarke in 19 August 2009; • 132,279 MQG shares disposed of on-market by David Clarke on 21 August 2009; and • 100,784 MQG shares disposed of on-market by Karii Pty Limited on 21 August 2009.

cag_cosec_syd_prd/165874_1

• See chapter 19 for defined terms.

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	• $45.61 per MQG share sold on 19 August 2009; and • $44.58 per MQG share sold on 21 August 2009.
No. of securities held after change	• 50,210 MQG shares held by David Clarke; and • 222,366 MQG shares held by Karii Pty Limited.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	• Shares disposed of on 19 August 2009 via on-market trade; and • Shares disposed of on 21 August 2009 via on-market trade on maturity of Zero Cost Collarandrepayment ofassociatedloan.

Part 2 – Change of director’s interests in contracts

Detail of contract

contracts	contracts
The maturity date of the following existing Zero Cost Collar
transactions was amended from 18 August 2009 to 21 August
2009. On 21 August 2009, the following Zero Cost Collar
transaction reached maturity and the underlying shares were
sold on-market:
•	The Zero Cost Collar transaction between David Clarke
	and MBL in respect of 107,083 fully paid ordinary MQG
	shares, which had the effect of acquiring cash-settled put
	options against movements in the MQG share price below
	the then current share price and disposing of the benefit of
	any share price movements above a nominated level over
	the period from 20 May 2003 to 21 August 2009, in
	respect of those shares;
•	The Zero Cost Collar transaction between David Clarke
	and MBL in respect of 25,196 fully paid ordinary MQG
	shares, which had the effect of acquiring cash-settled put
	options against movements in the MQG share price below
	the then current share price, and disposing of the benefit
	of any share price movements above a nominated level
	over the period from 19 August 2004 to 21 August 2009,
	in respect of those shares; and
•	The Zero Cost Collar transaction between Karii Pty
	Limited and MBL in respect of 100,784 fully paid
	ordinary MQG shares, which had the effect of acquiring
	cash-settled put options against movements in the MQG
	share price below the then current share price and
	disposing of the benefit of any share price movements
	above a nominated level over the period from 16 May
	2003 to 21 August 2009, in respect of those shares.
The following existing Zero Cost Collar transaction remained
unchanged:
•	The Zero Cost Collar transaction between Karii Pty
	Limited and MBL in respect of 213,517 fully paid
	ordinary MQG shares, which had the effect of acquiring
	cash-settled put options against movements in the MQG
	share price below the then current share price over the
	period from 15 June 2005 to 14 June 2010 in respect of
	those shares.

C:\DOCUME~1\gcable\LOCALS~1\Temp\cag_cosec_syd_prd_165874_1.DOC

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Nature of interest	Direct and Indirect
Name of registered holder (if issued securities)	N/a
Date of change	18 August 2009 and 21 August 2009
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/a
Interest acquired	N/a
Interest disposed	N/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	• $1,133.82 received by David Clarke to extend the maturity date of two ZCCs on 18 August 2009; and • $2,015.68 paid by Karii Pty Limited to extend the maturity date ofoneZCC on 18August2009.
Interest after change	N/a

Dated: 25 August 2009

cag_cosec_syd_prd/165874_1

• See chapter 19 for defined terms.

Appendix 3Y Page 3