Macquarie Group Limited — Director's Dealing 2013

Aug 20, 2013

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 5 July 2013 re Macquarie Group Limited fully paid ordinary shares (MQG shares), Restricted Share Units (RSUs), Performance Share Units (PSUs) held under the Macquarie Group Employee Retained Equity Plan (MEREP) and 27 May 2008 re Macquarie Global Infrastructure Fund III (B) (GIF IIIB) 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

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 therelevant interest.	•Securities held by Venamay Pty Limited, acompany in which Nicholas Moore has arelevant interest;•Securities held by Nicholas Moore in baretrust for Venamay Pty Limited, a companyin which Nicholas Moore has a relevantinterest; and•Securities held by Cladela Pty Limited, astrustee for the Moore SuperannuationFund, of which Nicholas Moore is abeneficiary.
Date of change	•15 August 2013 re MEREP PSUs;•16 August 2013 re MEREP RSUs andMQG shares; and•19 August 2013 re GIF IIIB units.
No. of securities held prior to change	MQG shares:•1,049,271 MQG shares held by NicholasMoore;•131,433 MQG shares held by VenamayPty Limited; and•255,613 MQG shares held by Nicholas

• See chapter 19 for defined terms.

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	Moore in bare trust for Venamay PtyLimited.MEREP Awards held by Nicholas Moore:•679,198 RSUs; and•278,327 PSUs.GIF IIIB units:•1,637,618 GIF IIIB units held by NicholasMoore; and•362,382 GIF IIIB units held by Cladela PtyLimited as trustee for the MooreSuperannuation Fund.
Class	•PSUs structured as a Deferred Share Unit(DSU), being a right to receive MQGshares in the future, with performancehurdles attached;•RSUs held under the MEREP, being abeneficial interest in a share held by theMEREP Trust;•MQG shares; and•GIF IIIB units.
Number acquired	The grant of PSUs and RSUs on 15 August2013 was approved by shareholders on 25July 2013 at Macquarie’s Annual GeneralMeeting (AGM):•82,664 PSUs; and•97,531 RSUs.Release of vested RSUs and exercise ofvested PSUs from part of Mr Moore’s prioryears’ remuneration approved at previousAGMs:•14,931 MQG shares acquired on exerciseof vested PSUs on 15 August 2013; and•90,936 MQG shares acquired on release ofvested RSUs on 16 August 2013.Allotment of GIF IIIB units pursuant to a funddistribution on 19 August 2013;•133,553 GIF IIIB units allotted to NicholasMoore; and•29,553 GIF IIIB units allotted to Cladela PtyLimited as trustee for the MooreSuperannuation Fund.
Number disposed	•14,931 PSUs exercised on 15 August2013; and•90,936 RSUs automatically released fromthe MEREP on 16 August 2013.

• See chapter 19 for defined terms.

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Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	•Mr Moore will not make any cash paymentfor the grant of PSUs. The PSUs are anincentive mechanism for futureperformance and subject to performancehurdles as previously disclosed.•Mr Moore received the RSUs in lieu of acash payment of the corresponding amountof his 2013 profit share. The effective pricepayable for the FY 2013 retained profitshare awards for all staff (including MrMoore) was $43.56 per RSU.•No cash payment is required for either theexercise of previously vested PSUs or therelease of RSUs from MEREP.•$1.1624 per GIF IIIB unit.
•No. of securities held after change	MQG shares:•1,155,138 MQG shares held by NicholasMoore;•131,433 MQG shares held by VenamayPty Limited; and•255,613 MQG shares held by NicholasMoore in bare trust for Venamay PtyLimited.MEREP Awards held by Nicholas Moore:•685,793 RSUs; and•346,060 PSUs.GIF IIIB units:•1,771,171 GIF IIIB units held by NicholasMoore; and•391,935 GIF IIIB units held by Cladela PtyLimited as trustee for the MooreSuperannuation Fund, of which NicholasMoore is a beneficiary.
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participationin buy-back	Grant of RSUs and PSUs under MEREP,release of vested RSUs to ordinary sharesand exercise of vested PSUs. GIF IIIB unitsallotted pursuant to a distributionreinvestment.

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

• See chapter 19 for defined terms.

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----- Start of picture text ----- No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuationInterest after change----- End of picture text -----

Part 3 –[+] Closed period

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----- Start of picture text ----- Were the interests in the securities or contracts detailedabove traded during a [+] closed period where prior written Noclearance was required?If so, was prior written clearance provided to allow the tradeN/Ato proceed during this period?If prior written clearance was provided, on what date was thisN/Aprovided?----- End of picture text -----

Date: 21 August 2013

• See chapter 19 for defined terms.

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