Macquarie Group Limited — Director's Dealing 2021

Aug 5, 2021

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 Shemara Wikramanayake Date of last notice 7 July 2021

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 interest.

Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.

 Registered in the name of Aljebra Pty Limited , as trustee for the Aljebra Investment Trust, of which Ms Wikramanayake is a beneficiary;  Registered in the name of Aljebra Super Pty Limited , as trustee for the Aljebra Superannuation Fund, of which Ms Wikramanayake is a beneficiary; and  Registered in the name of HSBC Custody Nominees (Australia) Limited A/C 2 on behalf of the Aljebra Investment Trust, of which Ms Wikramanayake is a beneficiary.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Date of change	3 August 2021
No. of securities held prior to change	MQG Shares:  41,272 MQG Shares registered in the name of Aljebra Super Pty Limited ;  717,679 MQG Shares registered in the name of Aljebra Pty Limited Investment A/C>;  233,930 MQG Shares registered in the name of HSBC Custody Nominees (Australia) Limited A/C 2 on behalf of the Aljebra Investment Trust; and MEREP Awards held by Shemara Wikramanayake:  303,329 Restricted Share Units (RSUs); and  92,832 Performance Share Units (PSUs).  2,000,000 ordinary shares in MAFCA Investments Pty Ltd registered in the name of Aljebra Super Pty Limited .
Class	 PSUs structured as a Deferred Share Unit, 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; and  MQG Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number acquired	The following PSUs and RSUs were granted to Shemara Wikramanayake on 3 August 2021 following shareholder approval on 29 July 2021 at Macquarie Group Limited’s Annual General Meeting:  94,193 RSUs; and  20,278 PSUs. Acquisition of 14,278 MQG Shares on 3 August 2021 on conversion of vested PSUs, which formed part of Ms Wikramanayake’s prior years’ remuneration. The shares were subsequently transferred to Aljebra Pty Limited on 3 August 2021.
Number disposed	14,278 PSUs converted into MQG Shares by Shemara Wikramanayake on 3 August 2021.
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	 Ms Wikramanayake 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.  Ms Wikramanayake received the grant of RSUs in lieu of a cash payment of the corresponding amount of her FY2021 profit share. The effective price payable for the FY2021 retained profit share awards for all staff (including Ms Wikramanayake) was $151.73 per RSU.  No cash payment is required for the conversion of vested PSUs from MEREP.  5,890 MQG shares at $157.11 and 8,388 MQG Shares at $157.80 acquired by Aljebra Pty Limited Investment A/C>.
No. of securities held after change	MQG Shares:  41,272 MQG Shares registered in the name of Aljebra Super Pty Limited .  731,957 MQG Shares registered in the name of Aljebra Pty Limited Investment A/C>.  233,930 MQG Shares registered in the name of HSBC Custody Nominees (Australia) Limited A/C 2 on behalf of the

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Aljebra Investment Trust; and MEREP Awards held by Shemara Wikramanayake:  397,522 RSUs; and  98,832 PSUs.  2,000,000 ordinary shares in MAFCA Investments Pty Ltd registered in the name of Aljebra Super 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	Grant of RSUs and PSUs under MEREP, conversion of vested PSUs to MQG Shares and transfer to Aljebra Pty Limited.

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 clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

Date: 6 August 2021

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011