Macquarie Group Limited — Director's Dealing 2012

Aug 20, 2012

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 30/09/01 Amended 01/01/11

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 Nicholas W Moore Date of last notice 4 July 2012 re Macquarie Group Limited fully paid ordinary shares (MQG shares), unlisted options over unissued MQG shares (Options), Restricted Share Units (RSUs) and Performance Share Units (PSUs) held under the Macquarie Group Employee Retained Equity Plan (MEREP).

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

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

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.	•Securities held by Venamay Pty Limited, a company in which Nicholas Moore has a relevant interest; and •Securities held by Nicholas Moore in bare trust for Venamay Pty Limited, a company in which Nicholas Moore has a relevant interest.
Date of change	15 August 2012 and 17 August 2012
No. of securities held prior to change	MQG shares: •979,407 MQG shares held by Nicholas Moore; •131,433 MQG shares held by Venamay Pty Limited; and •255,613 MQG shares held by Nicholas Moore in bare trust for Venamay Pty Limited. MEREP Awards held by Nicholas Moore: •607,290 RSUs;and

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	•244,899 PSUs. MQG options held by Nicholas Moore: •154,400 MQG options exercisable at $71.41 each, due to lapse on 15 August 2012; and •243,900 MQG options exercisable at $53.91 each,due to lapse 15 August 2013.
Class	•PSUs structured as a Deferred Share Unit (DSU), being a right to receive MQG shares in the future, with performance hurdles attached; •RSUs held under the MEREP, being a beneficial interest in a share held by the MEREP Trust; •Options held under the Macquarie Group Employee Share Option Plan (MGESOP); and •MQG shares.
Number acquired	The grant of PSUs and RSUs was approved by shareholders on 25 July 2012 at Macquarie’s Annual General Meeting (AGM): •141,772 RSUs; and •120,667 PSUs, Release of vested RSUs from part of Mr Moore’s prior years’ remuneration approved at previous AGMs: •69,864 MQG shares acquired on release of vested RSUs.
Number disposed	•69,864 RSUs automatically released from the MEREP on 17 August 2012; and •154,400 MQG options exercisable at $71.41 lapsed unexercised on 15 August 2012.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	•Mr Moore will not make any cash payment for the grant of PSUs. The PSUs are an incentive mechanism for future performance and subject to performance hurdles as previously disclosed. •Mr Moore received the RSUs in lieu of a cash payment of the corresponding amount of his 2012 profit share. The effective price payable for the FY2012 retained profit share awards for all staff (including Mr Moore) was $26.97 per RSU. •No cash payment is required for the release of RSUs from the MEREP into ordinaryshares.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	MQG shares: •1,049,271 MQG shares held by Nicholas Moore; •131,433 MQG shares held by Venamay Pty Limited; and •255,613 MQG shares held by Nicholas Moore in bare trust for Venamay Pty Limited. MEREP Awards held by Nicholas Moore: •679,198 RSUs; and •365,566 PSUs. MQG options held by Nicholas Moore: •243,900 MQG options exercisable at $53.91 each, due to lapse 15 August 2013.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Grant of RSUs and PSUs under MEREP, release of vested RSUs to ordinary Shares and lapse unexercised of MGESOP Options.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change 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 Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[+] closed period where prior written No clearance was required?

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

Date: 21 August 2012

• See chapter 19 for defined terms.

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