Macquarie Group Limited — Director's Dealing 2009

May 14, 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	2 March 2009 re Zero Cost Collar transactions with Macquarie Bank Limited (“MBL”) over Macquarie Group Limited fully paid ordinary (“MQG”) shares, 13 November 2007 re: Macquarie Balanced Growth Fund (“MBGF”) units.

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; and • Bond Street Custodians Limited as custodian of Divco 1 P/L, a company controlled by a trust ofwhich David Clarkeis a beneficiary.
Date of change	8 May 2009 and 11 May 2009
No. of securities held prior to change	• 381,213 MQG shares held by David Clarke; • 323,150 MQG shares held by Karii Pty Limited; and • 391,617.10 MBGF units held by Bond Street Custodians Limited.
Class	• MQG shares; and • MBGF units.
Number acquired	Nil
Number disposed	• 153,296 MQG shares; and • 391,617.10 MBGF units.

cag_cosec_syd_prd/143932_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	• $35.50 per MQG share sold on 8 May 2009; and • $0.7695 per MBGF unit redeemed on 11 May2009.
No. of securities held after change	• 227,917 MQG shares held by David Clarke; and • 323,150 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 via on-market trade on maturity of Zero Cost Collar and repayment of associated loan; and • Full redemptionof MBGFunits.

• See chapter 19 for defined terms.

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Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Detail of contract	The maturity date of the following existing Zero Cost Collar transactions has been amended from 8 May 2009 to 5 August 2009: • 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 5 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 5 August 2009, in respect of those shares. 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 153,296 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 8 May 2009, in respect of those shares. The following existing Zero Cost Collar transactions remained unchanged: • 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 18 August 2009, in respect of those shares; and • 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.
Nature of interest	Direct and Indirect
Name of registered holder (if issued securities)	N/a

cag_cosec_syd_prd/143932_1

• See chapter 19 for defined terms.

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Date of change	8 May 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	• $271,990.82 paid by David Clarke to extend the maturity date of two ZCCs; • $255,991.36 paid by Karii Pty Limited to extend the maturity date of one ZCC; and • $185,825.41 received by David Clarke on maturity of one ZCC.
Interest after change	N/a

Dated: 15 May 2009

• See chapter 19 for defined terms.

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Appendix 3Y Page 4