Macquarie Group Limited — Director's Dealing 2016

Aug 16, 2016

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	1 July 2016 re: Macquarie Group Limited fully paidordinary shares (MQG shares) and Restricted ShareUnits (RSUs) and Performance Share Units (PSUs) heldunder the Macquarie Group Employee Retained EquityPlan (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 relevantinterest.	Securities registered in the name of VenamayPty Limited, a company in which NicholasMoore has a relevant interest.
Date of change	15 August 2016
No. of securities held prior to change	MQG shares:•1,651,316 MQG shares held by NicholasMoore;•365,295 MQG shares held by VenamayPty Limited.MEREP Awards held by Nicholas Moore:•457,557 RSUs; and•269,411 PSUs.
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; and•MQG Shares.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	The following PSUs and RSUs have beengranted to Nicholas Moore following theapproval of shareholders on 28 July 2016 atMacquarie’s 2016 Annual General Meeting(AGM):•156,144 RSUs; and•52,887 PSUs.Acquisition of 92,536 MQG shares onconversion of vested PSUs, which formedpart of Mr Moore’s prior years’ remunerationand were approved by shareholders atprevious AGMs.
Number disposed	92,536 PSUs converted by Nicholas Mooreinto MQG Shares.
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	•Mr Moore will not make any cashpayment for the grant of PSUs. The PSUsare an incentive mechanism for futureperformance and subject to performancehurdles as previously disclosed.•Mr Moore received the grant of RSUs inlieu of a cash payment of thecorresponding amount of his 2016 profitshare. The effective price payable for theFY2016 retained profit share awards forall staff (including Mr Moore) was $71.55per RSU.•No cash payment is required for theconversion of vested PSUs from MEREP.
No. of securities held after change	MQG shares:•1,743,852 MQG shares held by NicholasMoore;•365,295 MQG shares held by VenamayPty Limited.MEREP Awards held by Nicholas Moore:•613,701 RSUs; and•229,762 PSUs.
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Grant of RSUs and PSUs under MEREP andconversion of vested PSUs to ordinaryshares.

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.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

Interest after changePart 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

Dated: 17 August 2016

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3