Macquarie Group Limited — Major Shareholding Notification 2012

Dec 10, 2012

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To:	Company Name/Scheme ABN/ACN/ARSN	HFA Holdings Ltd 47 101 585 737	HFA.AX
	1. Details of substantial holder
Name		Macquarie Group Limited ('MQG'); and its controlled bodies corporate listed in Annexure A ('Macquarie Group Entities')
	ABN/ACN/ARSN (if applicable)	122 169 279
	The holder became a substantial holder on:	7 December 2012

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of securities	Person's votes	Voting power
'FPO'	6,500,000	6,500,000	5.47%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest	Number of securities	Class
MACQUARIE BANK LTD	Pursuant to section 608 of the Corporations Act	6,500,000	FPO

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered	Number of securities	Class
		as holder
MACQUARIE BANK LTD.	MACQUARIE BANK LTD.	MACQUARIE BANK LTD.	6,500,000	FPO

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	Number of securities	Class
See Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable)	Nature of association
Macquarie Group Limited &	Controlled Bodies Corporate
Macquarie Group Entities

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
MQG	Level 7, No 1 Martin Place, Sydney NSW 2000
MACQUARIE BANK LTD	Level 3 25 National Circuit Forrest Australian Capital Territory Australia 260.

Signature	Print name Dennis Leong	Capacity	Company Secretary
	Sign here	Date	11 December 2012

ANNEXURE 'A'

This is the annexure marked 'A' of 19 pages referred to in the Notice of initial substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 11 December 2012

Controlled Bodies Corporate

ACN / Company No	Entity Name	Incorp Country
unlisted	Taurus Enhanced Gold and Precious Metals Fund	Australia
4649834	1135-1139 WESTMINSTER INC.	United States
1486261	1486261 Ontario Limited	Canada
133419708	160 CENTRAL HOLDING COMPANY PTY LIMITED	Australia
2279716	2279716 Ontario Limited	Canada
124437574	ACCESS GP CO PTY LIMITED	Australia
124437421	ACCESS LP CO PTY LIMITED	Australia
153 275 677	ACN 153 275 677 Pty Ltd	Australia
5170061	Adreca Holdings Corp.	United States
1033353	AIRCRAFT ON GROUND, INC.	United States
75176813	AIRPORT MOTORWAY INFRASTRUCTURE NO.1 PTY LIMITED	Australia
75176859	AIRPORT MOTORWAY INFRASTRUCTURE NO.3 PTY LIMITED	Australia
75176993	AIRPORT MOTORWAY INFRASTRUCTURE NO.4 PTY LIMITED	Australia
81119477	ALLOCA (NO. 4) PTY. LIMITED	Australia
141 710 527	ALMOND HOLDCO PTY LIMITED (IN DEREGISTRATION)	Australia
3936270	Alster & Thames Partners (USA) LLC	United States
WK-145138	Alster & Thames Partners, Ltd.	Cayman Islands
8300092	Amador / Parkway Loan Holder LLC	United States
08.266.585/0001-04	AMAZON PARTICIPACOES DO BRASIL S.A.	Brazil
800004897	AOG EUROPE, LTD.	United States
800037055	AOG TANK TIGERS, INC.	United States
112 951 292	ARES CAPITAL MANAGEMENT INTERNATIONAL PTY LTD	Australia
	ARES CAPITAL MANAGEMENT INTERNATIONAL TRUST	Australia
113 861 046	ARES CAPITAL MANAGEMENT PTY LTD	Australia
	ARES CAPITAL MANAGEMENT TRUST	Australia
128 115 266	ARES INTERNATIONAL RESEARCH PTY LTD	Australia
128 115 248	ARES RESEARCH PTY LTD	Australia
124437609	ASIAN PACIFIC PROPERTY 2007 PTY LIMITED	Australia
136 524 975	AUSTRALIAN SOLAR POWER CONSORTIUM PTY LTD	Australia
3336426	AVENAL POWER CENTER, LLC	United States
600 235 951	AVIATION TECHNICAL SERVICES INC.	United States
3595090	AWHR America's Water Heater Rentals, L.L.C.	United States
4029153	AWHR Five, LLC	United States
4029149	AWHR Four, LLC	United States
4029145	AWHR One, LLC	United States
4029154	AWHR Six, LLC	United States
4029148	AWHR Three, LLC	United States
4029147	AWHR Two, LLC	United States
304030	A.C.N. 000 304 030 PTY LIMITED (IN LIQUIDATION)	Australia
67299923	A.C.N. 067 299 923 PTY LTD	Australia
127162485	A.C.N. 127 162 485 PTY LTD (IN LIQUIDATION)	Australia
127294946	A.C.N. 127 294 946 PTY LTD (IN LIQUIDATION)	Australia
127329337	A.C.N. 127 329 337 PTY LIMITED	Australia
136 024 970	A.C.N. 136 024 970 PTY LTD	Australia
154 402 927	A.C.N. 154 402 927 Pty Ltd	Australia
59814818	BAROSSA GE PTY LIMITED	Australia
HRB 177683	BE Geothermal GmbH	Germany
158 626 549	BECAG PTY LIMITED	Australia
8604966	BELIKE NOMINEES PTY. LIMITED	Australia
HRB 187113	Bernried Erdwärme Kraftwerk GmbH	Germany
128681809	BESPOKE CUSTODIANS PTY LIMITED (IN LIQUIDATION)	Australia
4522327	BIG SANDY CREEK WIND, LLC	United States
200921079K	BIOCARBON GROUP PTE. LIMITED (Former Non-Bank Group)	Singapore
131 532 735	BIOCARBON SERVICES PTY LIMITED	Australia
131 532 735	BIOCARBON SERVICES PTY LIMITED (Former Non-Bank Group)	Australia
	Blue Grass Abstract LLC	United States
	Blueshine, LLC	United States
5182626	Boketo LLC	United States
8607065	BOND STREET CUSTODIANS LIMITED	Australia
8606924	BOND STREET INVESTMENTS PTY. LIMITED	Australia
71247606	BOND STREET LEASE MANAGEMENT PTY LIMITED (IN	Australia
	BOOTH STAFF LOANS TRUST	Australia

4680004	BOSTON AUSTRALIA PTY LIMITED	Australia
5008702	BOSTON LEASING PTY. LIMITED	Australia
C0593320	BREK MANUFACTURING CO.	United States
1218745	BROOK ASSET MANAGEMENT LIMITED	New Zealand
1855508	BROOK ASSET MANAGEMENT PTY LIMITED	New Zealand
B64188642	Bruna Moon S.L.	Spain
	BUCKLING STAFF LOANS TRUST	Australia
88217	Bunhill Investments Unlimited	Jersey
2865830	BUTTONWOOD NOMINEES PTY LIMITED	Australia
79173381	CAMPUS INTERNATIONAL HOLDINGS PTY. LTD	Australia
	CAMPUS INTERNATIONAL HOLDINGS UNIT TRUST	Australia
4644364	CANADIAN BREAKS LLC	United States
Not Registered	CANTERBURY COURT HOLDINGS TRUST	Australia
4800336 4800317	Capital Meters Holdings Limited Capital Meters Limited	United Kingdom United Kingdom
B86295391	Captico Investments, S.L.	Spain
113484165	CENTAURUS INVESTOR PTY LIMITED	Australia
B 142637	Chartreuse et Mont Blanc Global Holdings S.C.A.	Luxembourg
B 142634	Chartreuse et Mont Blanc GP S.a r.l.	Luxembourg
B 142635	Chartreuse et Mont Blanc Holdings S.a r.l.	Luxembourg
508 758 745 RCS Paris	Chartreuse et Mont Blanc SAS	France
46527C1/GBL	CHINA PROPERTY INVESTMENTS LIMITED	Mauritius
WK-133807	Chiswell Investments Limited	Cayman Islands
2228708	CIORL LP Limited	Canada
	Closing Documentation Services, LLC	United States
	CMC Holdco Inc.	United States
	CMC Industries Inc.	United States
	CMC Railroad III-A, Inc.	United States
	CMC Railroad III-B, Inc.	United States
	CMC Railroad III-C, Inc.	United States
	CMC Railroad III-D, Inc.	United States
	CMC Railroad III, Inc. CMC Railroad Inc.	United States United States
3709185	Columbia Service Partners of Kentucky, Inc.	United States
3709185	Columbia Service Partners of Ohio, Inc.	United States
3709187	Columbia Service Partners of Pennsylvania, Inc.	United States
3709182	Columbia Service Partners of West Virginia, Inc.	United States
2603344	Columbia Service Partners, Inc.	United States
	Commerce and Industry Brokerage Inc.	United States
79775134	CONCEPT BLUE PROPERTY PTY LTD	Australia
104379491	CORIOLIS HOLDINGS PTY LIMITED - IN LIQUIDATION	Australia
3241012	Corona Energy Limited	United Kingdom
3241002	Corona Energy Retail 1 Limited	United Kingdom
SC138229	Corona Energy Retail 2 Limited	United Kingdom
2746961 2798334	Corona Energy Retail 3 Limited Corona Energy Retail 4 Limited	United Kingdom United Kingdom
2879748	Corona Gas Management Limited	United Kingdom
	COWLEY MAP STAFF LOANS TRUST	Australia
64075C1/GBL	DALIAN II HOLDING COMPANY LIMITED
		Mauritius
147 091 227	DATAFIRM PTY LIMITED Delaware Alternative Strategies	Australia United States
	Delaware Asset Advisers	United States
	Delaware Capital Management	United States
	Delaware Capital Management Advisers, Inc.	United States
	Delaware Distributors, Inc.	United States
	Delaware Distributors, L.P.	United States
	Delaware Foundation Equity Fund	United States
	Delaware Global Opportunities Partners, Inc.	United States
	Delaware Investment Advisers	United States
	Delaware Investments U.S., Inc. Delaware Lincoln Cash Management	United States United States
	Delaware Management Business Trust	United States
	Delaware Management Company	United States
	Delaware Management Company, Inc.	United States
no	Delaware Management Holdings, Inc.	United States
	Delaware Management Trust Company	United States
	Delaware Service Company, Inc.	United States
	Delaware Structured Assets Parnters, Inc.	United States
	DELTA1 FINANCE TRUST	Australia
5843681	Despen Bayle Limited	United Kingdom
8606871 B86081437	DEXIN NOMINEES PTY. LIMITED Dextertown SL	Australia Spain
101 190 569 101 190 649	DIVCO 116 PTY LIMITED DIVCO 126 PTY LIMITED	Australia Australia
097 289 999 097 290 821	DIVCO 84 PTY LIMITED DIVCO 96 PTY LIMITED	Australia Australia

	DIVERSIFIED CMBS AUSTRALIA HOLDINGS PTY LIMITED (IN
109819418	DEREGISTRATION)	Australia
110311	Divisadero Leasing Ltd. DMH Corp.	Cayman Islands United States
128078615	EAST VICTORIA PARK JOINT VENTURE PTY LIMITED - IN LIQUIDATION	Australia
94631964	EASTERN SEA INVESTMENTS PTY LIMITED	Australia
	Elements Trust	Australia
69344001	ELISE NOMINEES PTY LIMITED	Australia
6435810	EQUITAS NOMINEES PTY. LIMITED	Australia
4605170	ERC Holdco LLC	United States
116532542	ESCALATOR 2005-2 (COMMODITIES INDEX) PTY LIMITED (IN DEREGISTRATION)	Australia
116532533	ESCALATOR 2005-2 (EQUITIES INDEX) PTY LIMITED (IN	Australia
	ESCALATOR 2005 (COMMODITIES INDEX) PTY LIMITED (IN
114174211	DEREGISTRATION)	Australia
114174220	ESCALATOR 2005 (EQUITIES INDEX) PTY LIMITED (IN DEREGISTRATION)	Australia
	ESCALATOR 2006 (AUSTRALIAN PROPERTY) PTY LIMITED (IN
120435841	DEREGISTRATION)	Australia
111360528 111494574	ESCALATOR AUSTRALIAN INVESTMENT COMPANY PTY LIMITED ESCALATOR GP CO PTY LIMITED	Australia Australia
111494663	ESCALATOR INCOME NOTE CO PTY LIMITED	Australia
111494467	ESCALATOR LP CO PTY LIMITED	Australia
79878783	EURO FIN CO PTY LTD	Australia
4721352	FAS 1 LLC	United States
9636131	FELTER PTY LIMITED - IN LIQUIDATION	Australia
137357	FINCH SECURITIES LIMITED	Cayman Islands
779889 779887	FIRST CHINA PROPERTY GROUP LIMITED FIRST CHINA PROPERTY MANAGEMENT LIMITED	Hong Kong Hong Kong
8604466	FOUCAULT PTY LIMITED - IN LIQUIDATION	Australia
3432790	Four Corners Capital Management, LLC	United States
	Fox-Pitt Kelton Cochran Caronia Waller LLC	United States
	Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC	United States
2897779	Fox-Pitt, Kelton Group Limited	United Kingdom
1601171 32157	Fox-Pitt, Kelton Limited Fox-Pitt, Kelton N.V.	United Kingdom Curaçao
692337	FOX-PITT, KELTON (ASIA) LIMITED	Hong Kong
99228	FPK Capital I CIP GP Limited	Jersey
989	FPK Capital I CIP L.P.	Jersey
4222775	Fremantle Energy Holdings, LLC	United States
4222772 3930054	Fremantle Energy, LLC Fremantle Wind Holdings Inc.	United States United States
106204862	FUNDCORP PTY LIMITED	Australia
8542685	GALANTHUS AUSTRALIA PTY LIMITED - IN LIQUIDATION	Australia
1581031	GALANTHUS LEASING PTY LIMITED	Australia
B86230539	Ganeta Investments SL	Spain
68104558	GARACHINE PTY LIMITED (In LIquidation) Garrison Energy Center LLC	Australia United States
54001400	GATESUN PTY. LIMITED	Australia
109964	Geary Leasing Limited	Cayman Islands
1332891	GENERATOR BONDS LIMITED	New Zealand
108026437	GENERATOR CHARITIES AUSTRALIA PTY LIMITED	Australia
103116954	GENERATOR INVESTMENTS AUSTRALIA PTY LIMITED	Australia
9642942 105819181	GILLMAN PTY. LIMITED GLOBAL DEBT INVESTMENTS NO.4 PTY LIMITED (IN LIQUIDATION)	Australia Australia
MC143292	GLOBAL STAR GP LTD	Cayman Islands
8604484	GLORIOLE PTY LIMITED - IN LIQUIDATION	Australia
N/A	Goldman Sachs Commodity Alpha Beta Portfolio class C	Luxembourg
5481707	Goonzaran Bluebell Funding Limited	United Kingdom
5473771 4521455	Goonzaran Bluebell Leasing Limited Groupe Rossignol Canada Inc.	United Kingdom Canada
0100-01-086076	GROUPE ROSSIGNOL KK	Japan
148 217 029	HARRIS DAIRIES LIMITED	Australia
148 217 029	HARRIS DAIRIES LIMITED (Former Bank Group)	Australia
3416168	Harrison Leasing Corporation	United States
415492 125438600	HBEAR CO. NO.1 LIMITED HENDERSON WA PTY LIMITED	Ireland Australia
not registered	HENDERSON WA TRUST	Australia
	Hermes BPK Greater China Fund (a sub-fund of Hermes BPK Funds PLC)	Ireland
4317904	High Lonesome Wind, LLC	United States
758010	HILLSAM NOMINEES PTY. LIMITED (IN LIQUIDATION)	Australia
104173891	HOBSON STAFF LOANS TRUST HUB X PTY LIMITED	Australia Australia
2563271	Huntsmen Corporation	United States
97666	Hydra Investments 2007 Limited	Jersey
2757020	IDAMENEO (NO. 79) NOMINEES PTY. LIMITED	Australia
9642979	INDEMCO PTY LIMITED (IN DEREGISTRATION)	Australia

	Indiana TLP, LLC	United States
HRA43929	Industrial Investments Germany GmbH & Co. KG	Germany
65764	INFRASTRUCTURE INVESTMENT NO. 2 LTD.	Cayman Islands
73710942	INFRASTRUCTURE INVESTMENTS NO 1 PTY LIMITED	Australia
	International Ag Insurance Solutions LLC	United States
	IRVING STAFF LOANS TRUST	Australia
CR-113608	Jackson Leasing Limited	Cayman Islands
72362	Jet Leasing LDC	Cayman Islands
0100-02-036303	JIG HOLDINGS LIMITED	Japan
	JOHNSON MAP STAFF LOANS TRUST	Australia
9641114	JUBILEE PTY. LIMITED	Australia
464138	Juuichi Limited	Ireland
254939	Kandahar Sp. z o.o. (in liquidation)	Poland
CR-113609	Kearny Leasing Limited	Cayman Islands
4721412	Keba Energy LLC	United States
4310212	Knik Arm Crossing, LLC	United States
140 135 379	LAKE GEORGE WIND FARM DEVELOPMENTS PTY LTD	Australia
3250833	LANROD PTY LIMITED - IN LIQUIDATION	Australia
491404	Leannta PPP Investments Limited (in voluntary liquidation)	Ireland
130271108	LEARNSPACE VIC HOLDINGS PTY LIMITED (IN LIQUIDATION)	Australia
130271180	LEARNSPACE VIC PTY LIMITED (IN LIQUIDATION)	Australia
8272295 4708904	Levantera Developments Limited LG BIOMASS MISSOURI LLC	United Kingdom United States
8604920	LIANA PTY. LIMITED	Australia
	Liberty Green Renewables Indiana, LLC	United States
	Lien Data Services, LLC	United States
HRB80214	Lightning Bolt Germany GmbH	Germany
CH -217-3534284-8	LISA Lange International Sarl	Switzerland
131532664	LIVING EDUCATION HOLDINGS PTY LTD	Australia
131532637	LIVING EDUCATION PTY LTD	Australia
397 727 397 RCS NEVERS	Look Fixations S.A.S.	France
118029664	M & I DEBT INVESTMENTS PTY LIMITED (IN DEREGISTRATION)	Australia
118029342	M & I INVESTMENTS HOLDINGS PTY LIMITED (IN DEREGISTRATION)	Australia
	MAC FUND ONE TRUST	Australia
4717557	MACQUARIE 55 NINTH ST INC.	United States
30416	MACQUARIE ABSOLUTE RETURN STRATEGIES GLOBAL LIMITED	Bermuda
8594885	MACQUARIE ACCEPTANCES LIMITED	Australia
95180788	MACQUARIE ADMIN SERVICES PTY LIMITED	Australia
95180788	MACQUARIE ADMIN SERVICES PTY LIMITED (Former Bank Group)	Australia
131476910	MACQUARIE ADVANCED INVESTMENT MANAGEMENT LIMITED	Australia
WK-211745	Macquarie Advanced Investment Partners G.P. Ltd.	Cayman Islands
486592	Macquarie Aerospace AF (Ireland) Limited	Ireland
40096.0 (Decree No. 10356/AVV)	MACQUARIE AEROSPACE ARUBA A.V.V.	Aruba
	Macquarie Aerospace Inc.	United States
484423	Macquarie Aerospace Ireland Limited	Ireland
44138	MACQUARIE AEROSPACE LIMITED	Bermuda
4508116	Macquarie Affiliated Managers Holdings (USA) Inc.	United States
	Macquarie Affiliated Managers (USA) Inc.	United States
2000/001243/07	MACQUARIE AFRICA (PROPRIETARY) LIMITED	South Africa
122169368	MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD	Australia
	MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD (Former Bank
122169368	Group)	Australia
116381634	MACQUARIE AGRICULTURAL SERVICES PTY LIMITED	Australia
B121660	Macquarie Aircraft Leasing Finance SA	Luxembourg
139 633 015	MACQUARIE AIRCRAFT LEASING HOLDINGS PTY LIMITED	Australia
429567	Macquarie Aircraft Leasing Holdings (2) Limited	Ireland
426824	Macquarie Aircraft Leasing Limited	Ireland
139 654 407 130 643 319	MACQUARIE AIRCRAFT LEASING PTY LIMITED MACQUARIE AIRCRAFT LEASING SERVICES (AUSTRALIA) PTY LTD	Australia Australia
429566	Macquarie Aircraft Leasing Services (Ireland) Limited	Ireland
200917376C	Macquarie Aircraft Leasing Services (Singapore) Pte. Ltd.	Singapore
5988531	Macquarie Aircraft Leasing Services (UK) Limited	United Kingdom
4247748	Macquarie Aircraft Leasing Services (US), Inc.	United States
	MACQUARIE AIRCRAFT LEASING TRUST A	Australia
41370	Macquarie AirFinance Acquisitions Holdings Ltd.	Bermuda
41289	Macquarie AirFinance Acquisitions Limited	Bermuda
464499	Macquarie AirFinance Acquisitions (Ireland) Limited	Ireland
6767724	Macquarie AirFinance Acquisitions (UK) Limited	United Kingdom
41212	Macquarie AirFinance Aruba A.V.V.	Aruba
435319	Macquarie AirFinance Holdings Limited	Ireland
40863	Macquarie AirFinance International Group Limited	Bermuda
40569	Macquarie AirFinance International Limited	Bermuda
38946	MACQUARIE AIRFINANCE LTD	Bermuda
38946	Macquarie AirFinance Ltd.	Bermuda
40673	Macquarie AirFinance Warehouse (No. 1) Limited	Bermuda

3461469	Macquarie Allegiance Capital, LLC	United States
103237181	MACQUARIE ALTERNATIVE ASSETS MANAGEMENT LIMITED	Australia
142 495 958	MACQUARIE ALTERNATIVE PROPERTY HOLDINGS PTY LIMITED	Australia
3379259	MACQUARIE AMERICAS CORP	United States
124071414	MACQUARIE AMERICAS HOLDINGS PTY LTD	Australia
4717558	MACQUARIE ARGENTA INC.	United States
128071545	MACQUARIE ASCARI HOLDINGS PTY LIMITED - IN LIQUIDATION	Australia
71501963	MACQUARIE ASIA HOLDINGS PTY LIMITED	Australia
619928	MACQUARIE ASIA LIMITED	Hong Kong
	Macquarie Asia New Stars Fund	Luxembourg
MC-25427	Macquarie Asia Pacific Private Equity Offshore Fund, L.P.	Cayman Islands
	MACQUARIE ASIA REAL ESTATE MANAGEMENT PTY LIMITED (IN
105453638	DEREGISTRATION)	Australia
1049991	MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED	Virgin Islands, British
	MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED (SINGAPORE
T07FC7008F	BRANCH)	Singapore
	Macquarie Asian Leaders Segregated Portfolio	Cayman Islands
L0000124F	MACQUARIE ASIAN PACIFIC PROPERTY 2007 LP	Australia
8253772	Macquarie Asset Finance Holdings Limited	United Kingdom
0100-01-107687	MACQUARIE ASSET FINANCE JAPAN LIMITED	Japan
64219601	MACQUARIE ASSET FINANCE LIMITED	Australia
57952C1/GBL	MACQUARIE ASSET FINANCE MAURITIUS LTD	Mauritius
7815862	Macquarie Asset Leasing (UK) Limited	United Kingdom
4578015	MACQUARIE ASSET MANAGEMENT INC.	United States
1263583	MACQUARIE ASSET MANAGEMENT PTY LIMITED	Australia
77193956	MACQUARIE AUSTRALIA FINANCE PTY LIMITED (IN DEREGISTRATION)	Australia
6055796	MACQUARIE AUSTRALIA INTERNATIONAL PTY LIMITED	Australia
736210	MACQUARIE AUSTRALIA PTY LIMITED	Australia
74453286	MACQUARIE AUSTRALIA SECURITIES LIMITED	Australia
8660811	MACQUARIE AUSTRALIA TECHNOLOGY PTY LIMITED - IN LIQUIDATION	Australia
not registered	MACQUARIE AUSTRALIAN DAIRY FUND	Australia
096 257 224	MACQUARIE AUSTRALIAN PURE INDEXED EQUITIES FUND	Australia
4687739	MACQUARIE AUTOPARK INC.	United States
121836191	MACQUARIE AVENIR NO. 1 PTY LIMITED	Australia
121836235	MACQUARIE AVENIR NO. 2 PTY LIMITED	Australia
368579	MACQUARIE AVIATION CAPITAL FINANCE LIMITED	Ireland
368589	MACQUARIE AVIATION CAPITAL GROUP	Ireland
8607047	MACQUARIE AVIATION NO 1 CO PTY LIMITED	Australia
75176733	MACQUARIE AVIATION (NO. 1) PTY LIMITED (IN DEREGISTRATION)	Australia
6309906	Macquarie Bank International Limited	United Kingdom
HRB 189708	Macquarie Bank International Limited, Niederlassung Deutschland	Germany
FN 331748 s	Macquarie Bank International Limited, Vienna Branch	Austria
8583542	MACQUARIE BANK LIMITED	Australia
T11FC0018C	MACQUARIE BANK LIMITED SINGAPORE BRANCH	Singapore
1045	Macquarie Bank Limited (DIFC Recognised Company)	United Arab Emirates
F18649	MACQUARIE BANK LIMITED (HONG KONG BRANCH)	Hong Kong
FC018220	Macquarie Bank Limited (London Branch)	United Kingdom
104-84-07697	MACQUARIE BANK LIMITED (SEOUL BRANCH)	Korea, Republic of
FC018220	Macquarie Bank Limited (US Representative Office)	United States
1531997	MACQUARIE BANK SUPERANNUATION PTY. LIMITED	Australia
5939070	Macquarie Barnett LLC	United States
	Macquarie Basin Leasing LLC	United States
109280819	MACQUARIE BATHURST STREET PTY LIMITED (IN LIQUIDATION)	Australia
R.P.M. 892390892	Macquarie Belgium TCG SPRL	Belgium
42536	Macquarie Bermuda Investments Limited	Bermuda
HRB 232767	Macquarie Beteiligungstreuhand GmbH	Germany
HRB 86921	Macquarie Beteiligungsverwaltungs GmbH (in liquidation)	Germany
657826-8	Macquarie BFS Holdings Ltd.	Canada
4708902	MACQUARIE BIOMASS LLC	United States
CNPJ03.516.449/0001	MACQUARIE BRASIL PARTICIPACOES LTDA	Brazil
124071432	MACQUARIE B.H. PTY LTD	Australia
69344289	MACQUARIE CAF USD LEASING CO NO 1 PTY LIMITED	Australia
69344387	MACQUARIE CAF USD SECURITY CO NO 1 PTY LIMITED	Australia
798792-7	Macquarie Canada Inventory Holdings Limited	Canada
683412-4	Macquarie Canada Services Ltd.	Canada
1846259	Macquarie Canadian Holdings Operations Ltd.	Canada
793548-0	Macquarie Canadian Infrastructure Management Limited	Canada
6489800	Macquarie Canadian Investment Holdings Ltd.	Canada
B112.601	MACQUARIE CANADIAN LUXEMBOURG S.A.R.L.	Luxembourg
2149053	Macquarie Capital Acquisitions (Canada) Ltd.	Canada
716740-7	Macquarie Capital Acquisitions (Canada) No.2 Ltd	Canada
130 342 915	MACQUARIE CAPITAL ADVISERS CRE PTY LTD	Australia
105777704	MACQUARIE CAPITAL ALLIANCE MANAGEMENT PTY LIMITED	Australia
137760822	MACQUARIE CAPITAL ARGENTINA PTY LTD	Australia
1818250	Macquarie Capital Argentina Pty Ltd (Sucursal Argentina)	Argentina
132 864 950	MACQUARIE CAPITAL CIS HOLDINGS PTY LTD	Australia

22407	Macquarie Capital CIS Holdings Pty Ltd (Russia Branch)	Russian Federation
133 664 632	MACQUARIE CAPITAL FINANCE HOLDINGS (AUSTRALIA) PTY LIMITED	Australia
127829458	MACQUARIE CAPITAL FINANCE (AUSTRALIA) PTY LTD	Australia
736	Macquarie Capital Finance (Dubai) Limited	United Arab Emirates
	Macquarie Capital Funding LLC	United States
LP561	MACQUARIE CAPITAL FUNDING L.P.	Jersey
88464	Macquarie Capital Funding (GP) Limited	Jersey
110605724	MACQUARIE CAPITAL FUNDING (LP) PTY LIMITED	Australia
1210279	MACQUARIE CAPITAL FUNDS (ASIA) LIMITED	Hong Kong
96705109	MACQUARIE CAPITAL GROUP LIMITED	Australia
FC027878	MACQUARIE CAPITAL GROUP LIMITED (UK BRANCH)	United Kingdom
2149050	Macquarie Capital Holdings (Canada) Ltd.	Canada
687	Macquarie Capital Holdings (Dubai) Limited	United Arab Emirates
123199253	MACQUARIE CAPITAL INTERNATIONAL HOLDINGS PTY LIMITED	Australia
4607360	MACQUARIE CAPITAL INVESTMENT MANAGEMENT INC.	United States
3752829	Macquarie Capital Investment Management LLC	United States
86159060	MACQUARIE CAPITAL INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED	Australia
77595012	MACQUARIE CAPITAL LOANS MANAGEMENT LIMITED	Australia
	Macquarie Capital Markets Canada Ltd./Marchés Financiers Macquarie Canada
565608	Ltée.	Canada
	Macquarie Capital Markets North America Ltd./Marchés Financiers Macquarie
1079073	Amérique Du Nord Ltée.	Canada
803092-8	Macquarie Capital Principal Holdings Canada Ltd	Canada
128212868	MACQUARIE CAPITAL PRODUCTS LIMITED	Australia
WK-203889	Macquarie Capital Products (CI) Limited	Cayman Islands
2104407	MACQUARIE CAPITAL PRODUCTS (NZ) LIMITED	New Zealand
135973	Macquarie Capital Securities Limited	Hong Kong
110-84-02227	MACQUARIE CAPITAL SECURITIES LIMITED (SEOUL BRANCH)	Korea, Republic of
89407381	MACQUARIE CAPITAL SECURITIES LIMITED (TAIWAN BRANCH)	Taiwan
11-89592	MACQUARIE CAPITAL SECURITIES (INDIA) PRIVATE LIMITED	India
MC-134609	MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED	Cayman Islands
0100-03-012063	MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED (TOKYO BRANCH)	Japan
463469-W	MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN. BHD.	Malaysia
15184/2070C1/GBL	MACQUARIE CAPITAL SECURITIES (MAURITIUS) LIMITED	Mauritius
180496	Macquarie Capital Securities (Philippines) Inc.	Philippines
198702912C	MACQUARIE CAPITAL SECURITIES (SINGAPORE) PTE. LIMITED	Singapore
4733273	Macquarie Capital US Acquisitions LLC	United States
133 001 359	MACQUARIE CAPITAL WIND MANAGEMENT PTY LTD	Australia
123199548	MACQUARIE CAPITAL (AUSTRALIA) LIMITED	Australia
740	Macquarie Capital (Dubai) Limited	United Arab Emirates
3704031	Macquarie Capital (Europe) Limited	United Kingdom
516404-9909	Macquarie Capital (Europe) Limited UK Filial, Sweden	Sweden
34297902	Macquarie Capital (Europe) Limited, Amsterdam Branch	Netherlands
905963	Macquarie Capital (Europe) Limited, Dublin Branch	Ireland
HRB 82506	Macquarie Capital (Europe) Limited, Niederlassung Deutschland	Germany
478 586 167	Macquarie Capital (Europe) Limited, Paris Branch	France
611405	MACQUARIE CAPITAL (HONG KONG) LIMITED	Hong Kong
11-90696	Macquarie Capital (India) Private Limited	India
104-81-64533	MACQUARIE CAPITAL (KOREA) LIMITED	Korea, Republic of
MCM081013SY0	MACQUARIE CAPITAL (MEXICO), S.A. de C.V.	Mexico
1952567 199704430K	MACQUARIE CAPITAL (NEW ZEALAND) LIMITED MACQUARIE CAPITAL (SINGAPORE) PTE. LIMITED	New Zealand Singapore
6388283 2382080	Macquarie Capital (UK) Limited MACQUARIE CAPITAL (USA) INC	United Kingdom United States
4684152	MACQUARIE CAPITOLA VILLAS INC.	United States
169009	MACQUARIE CAYMAN HOLDINGS 2 CO.	Cayman Islands
168347	MACQUARIE CAYMAN HOLDINGS CO	Cayman Islands
42381	MACQUARIE CHINA RETAIL COMPANY 1 LIMITED (Former Bank Group)	Bermuda
	Macquarie Climate Change Investments PNG Limited (In Liquidation) (Former
1-65845	Non-Bank Group)	Papua New Guinea
97868687	MACQUARIE CLO INVESTMENTS NO.1 PTY LIMITED (IN	Australia
65178618	MACQUARIE CLO INVESTMENTS NO.2 PTY LIMITED (IN	Australia
15.246.175/0001-50	Macquarie Commodities Brasil Ltda.	Brazil
6863247	Macquarie Commodities Factoring Holdings (UK) Limited	United Kingdom
4662005	MACQUARIE COMMODITIES FACTORING LLC	United States
5259503	Macquarie Commodities Finance (UK) Limited	United Kingdom
35304	MACQUARIE COMMODITIES FUND LIMITED	Bermuda
4668206	MACQUARIE COMMODITIES FUNDING (USA) LLC	United States
4071304	MACQUARIE COMMODITIES HOLDINGS (USA) LLC	United States
4100974	MACQUARIE COMMODITIES TRADING INC.	United States
201016397N	MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED	Singapore
SP.688/AsingP3A	MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED, Indonesia Rep.
PDN.2/9/2010	Office	Indonesia
5259474 4383511	Macquarie Commodities (UK) Limited MACQUARIE COMMODITIES (USA) INC	United Kingdom United States

96629471	MACQUARIE CONCEPT BLUE PTY LTD	Australia
12-377-980/0001-25	Macquarie Consultoria Agricola E Representacoes Ltda.	Brazil
12-377-980/0001-25	Macquarie Consultoria Agricola E Representacoes Ltda. (Former Bank Group)	Brazil
4752472	Macquarie Corona Energy Holdings Limited	United Kingdom
4624506	MACQUARIE CORPORATE AND ASSET FINANCE CONSULTING INC.	United States
4618137	MACQUARIE CORPORATE AND ASSET FINANCE HOLDINGS INC.	United States
6198910	MACQUARIE CORPORATE AND ASSET FINANCE LIMITED	Australia
368580	Macquarie Corporate and Asset Finance (Ireland) Limited	Ireland
4624264	MACQUARIE CORPORATE AND ASSET FUNDING INC.	United States
8606862	MACQUARIE CORPORATE FINANCE HOLDINGS PTY LTD	Australia
8595426	MACQUARIE CORPORATE FINANCE LIMITED	Australia
	MACQUARIE CORPORATE FINANCE LIMITED NIEDERLASSUNG
HRB52973	DEUTSCHLAND	Germany
3835213	MACQUARIE COTTON INTERNATIONAL INC	United States
4552354	Macquarie CPS LLC	United States
129962358	Macquarie CPS Trust	Australia
5108711	Macquarie Credit Investment Management Inc.	United States
MC-266242	MACQUARIE CREDIT NEXUS FUND LIMITED	Cayman Islands
MC-267012	Macquarie Credit Nexus Holdings Limited	Cayman Islands
MC-266243	MACQUARIE CREDIT NEXUS MASTER FUND LIMITED	Cayman Islands
4774619	Macquarie Crop Partners GP, LLC	United States
4774619	Macquarie Crop Partners GP, LLC (Former Bank Group)	United States
8295013	Macquarie DD1 (USA) Inc.	United States
75067631	MACQUARIE DEBF PTY LIMITED	Australia
132821580	MACQUARIE DELTA1 FINANCE SERVICES PTY LIMITED	Australia
29318190	Macquarie Denmark Limited A/S	Denmark
102607616	MACQUARIE DEVELOPMENT CAPITAL II PTY LIMITED	Australia
134474712	MACQUARIE DEVELOPMENT CAPITAL MANAGEMENT PTY LIMITED	Australia
82018399	MACQUARIE DEVELOPMENT CAPITAL PTY LIMITED	Australia
126768714	MACQUARIE DEVELOPMENT CAPITAL (AUS) PTY LIMITED	Australia
91936515	MACQUARIE DEVELOPMENT DIRECTION PTY LIMITED	Australia
115402349	MACQUARIE DIGITAL PTY LIMITED	Australia
8607083	MACQUARIE DIRECT INVESTMENT PTY LIMITED	Australia
20.3.0.31.542-6	Macquarie Distribution Finance Ltd.	Switzerland
85795651	MACQUARIE DISTRIBUTION PTY LIMITED	Australia
114099795	MACQUARIE DIVERSIFIED ASSET ADVISORY PTY LIMITED	Australia
98127578	MACQUARIE DIVERSIFIED INVESTMENTS NO 2 PTY LTD (IN	Australia
98127569	MACQUARIE DIVERSIFIED INVESTMENTS NO 3 PTY LTD (IN	Australia
106197488	MACQUARIE DYNAMIC MANAGEMENT PTY LIMITED	Australia
4257710	MACQUARIE DYNAMIC MANAGEMENT (USA) INC	United States
363806	MACQUARIE ELECTRONICS LIMITED	Ireland
363803	MACQUARIE ELECTRONICS REMARKETING LIMITED	Ireland
Delaware #3567972	MACQUARIE ELECTRONICS USA INC	United States
200408424K	MACQUARIE EMERGING MARKETS ARBITRAGE TRADING PTE. LIMITED (wef 20/05/2009) (Former Non-Bank Group)	Singapore
200408424K	MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED	Singapore
	MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED (Non
F18440	Hong Kong Company)	Hong Kong
143365673	Macquarie Emerging Markets Investments Pty Ltd	Australia
127185719	MACQUARIE EMG HOLDINGS PTY LIMITED	Australia
4708900	MACQUARIE ENERGY ASSETS LLC	United States
6643795	Macquarie Energy Canada Ltd.	Canada
664374-4	Macquarie Energy Holdings Canada Ltd.	Canada
122300592	MACQUARIE ENERGY HOLDINGS PTY LTD	Australia
4554443	Macquarie Energy Investments LLC	United States
2468860	Macquarie Energy LLC	United States
4023666	MACQUARIE ENERGY NORTH AMERICA TRADING INC.	United States
ARSN 085 130 794	Macquarie Enhanced Australian Fixed Interest Fund	Australia
087 433 912	MACQUARIE ENHANCED PROPERTIES SECURITIES FUND	Australia
4457323	Macquarie Equipment Finance Holdings Inc.	United States
262381	MACQUARIE EQUIPMENT FINANCE LIMITED	New Zealand
421234	Macquarie Equipment Finance Limited	Ireland
421234	Macquarie Equipment Finance Limited	Ireland
605377-7	Macquarie Equipment Finance Ltd./Macquarie Financement d'Équipement Ltée.	Canada
124335593	MACQUARIE EQUIPMENT FINANCE PTY LIMITED	Australia
475730	Macquarie Equipment Finance Services Limited	Ireland
8253764	Macquarie Equipment Finance (UK) Limited	United Kingdom
4463641	Macquarie Equipment Finance, Inc.	United States
468487	Macquarie Equipment Funding Limited	Ireland
4463642	Macquarie Equipment Funding, LLC	United States
459515-H	Macquarie Equipment Leasing Fund Two, LLC MACQUARIE EQUIPMENT LEASING SDN. BHD.	United States Malaysia
112079268	MACQUARIE EQUIPMENT RENTALS PTY LIMITED	Australia

	MACQUARIE EQUITIES BRASIL ADMINISTRACAO DE FUNDOS E
04.317.671/0001-31	PARTICIPACAO LTDA	Brazil
WN1114218	MACQUARIE EQUITIES CUSTODIANS LIMITED	New Zealand
2574923 WN/1007806	MACQUARIE EQUITIES LIMITED MACQUARIE EQUITIES NEW ZEALAND LIMITED	Australia New Zealand
485394	MACQUARIE EQUITIES (ASIA) LIMITED	Hong Kong
63906392	MACQUARIE EQUITIES (US) HOLDINGS PTY. LIMITED	Australia
1374572	MACQUARIE EQUITY CAPITAL MARKETS PTY LIMITED	Australia
6294706	Macquarie Equity Products (UK) Limited	United Kingdom
	MACQUARIE ESCALATOR 2005-2 (COMMODITIES INDEX) LP	Australia
	MACQUARIE ESCALATOR 2005-2 (EQUITIES INDEX) LP	Australia
LP00000393	MACQUARIE ESCALATOR 2005 (COMMODITIES INDEX) LP MACQUARIE ESCALATOR 2005 (EQUITIES INDEX) LP	Australia Australia
	MACQUARIE ESCALATOR 2006 (AUSTRALIAN PROPERTY) LP	Australia
LP00000350	MACQUARIE ESCALATOR LP	Australia
4714085	MACQUARIE ESPRIT INC.	United States
7713808	Macquarie Euro Limited	United Kingdom
MC268820	Macquarie European Alpha Master Fund	Cayman Islands
114801464	MACQUARIE EUROPEAN FINANCIAL INVESTMENTS PTY LTD	Australia
78771123	MACQUARIE EUROPEAN HOLDINGS PTY LIMITED MACQUARIE EUROPEAN HOLDINGS PTY LIMITED (NON HONG KONG	Australia
F15820	COMPANY)	Hong Kong
6146573	Macquarie European Investment Holdings Limited	United Kingdom
8253782	Macquarie European Rail Limited	United Kingdom
B172.199	Macquarie European Rail Limited (Luxembourg Branch)	Luxembourg
128078277	MACQUARIE EVP HOLDING COMPANY PTY LIMITED - IN LIQUIDATION	Australia
6863307 6863285	Macquarie Factoring Finance (UK) Limited Macquarie Factoring (UK) Limited	United Kingdom United Kingdom
116582524	MACQUARIE FARM ASSETS AND RESOURCES MANAGEMENT LIMITED	Australia
122169304	Macquarie Farm Services Limited	Australia
122169304	Macquarie Farm Services Limited (Former Bank Group)	Australia
	Macquarie Fastracks Holdings LLC	United States
	Macquarie FG Holdings Inc.	United States
6855383 132 573 436	Macquarie FICC (UK) Limited MACQUARIE FIEX INVESTMENT PTY LIMITED	United Kingdom Australia
118817440	MACQUARIE FINANCE HOLDINGS LIMITED	Australia
106-81-94256	MACQUARIE FINANCE KOREA CO., LTD.	Korea, Republic of
1214964	MACQUARIE FINANCE LIMITED	Australia
U65999MH2009PTC190863	MACQUARIE FINANCE (INDIA) PRIVATE LIMITED	India
U65999MH2009PTC190863 1065067	MACQUARIE FINANCE (INDIA) PRIVATE LIMITED (Former Non-Bank Group) MACQUARIE FINANCE (NZ) LIMITED	India New Zealand
124071398	MACQUARIE FINANCIAL HOLDINGS LIMITED	Australia
F15819	MACQUARIE FINANCIAL HOLDINGS LIMITED (NON HONG KONG	Hong Kong
4551158	Macquarie Financial Holdings (USA) LLC	United States
4228146	Macquarie Financial Ltd./Financiere Macquarie Ltee.	Canada
95135694	MACQUARIE FINANCIAL PRODUCTS MANAGEMENT LIMITED	Australia
128948498 200800950C	MACQUARIE FINANCIAL SERVICES HOLDINGS PTY LIMITED MACQUARIE FINANCIAL SERVICES (ASIA) PTE. LIMITED	Australia Singapore
2007/030612/07	Macquarie Financial Trustees (Proprietary) Limited	South Africa
	MACQUARIE FIXED INCOME CURRENCIES AND COMMODITIES
200813631K	(SINGAPORE) PTE. LIMITED	Singapore
69344154	MACQUARIE FLEET LEASING PTY LIMITED	Australia
ARSN 129 962 189 93752946	MACQUARIE FLEXI 100 TRUST MACQUARIE FORESTRY SERVICES PTY LIMITED	Australia Australia
113113214		Australia
481 104 479 R.C.S. Paris	MACQUARIE FORTRESS INVESTMENTS LIMITED Macquarie France SARL	France
127735960	Macquarie Fund Advisers Pty Limited	Australia
B143751	Macquarie Fund Solutions	Luxembourg
	Macquarie Fund Solutions - Macquarie Emerging Markets Infrastructure
	Securities Fund	Luxembourg
4240236 6581935	MACQUARIE FUNDING HOLDINGS INC Macquarie Funding Inc.	United States Canada
LP00000352	MACQUARIE FUNDING LIMITED PARTNERSHIP	Australia
BC0847563	Macquarie Funding (B.C.) Inc.	Canada
113054569	MACQUARIE FUNDS HEDGING PTY LTD	Australia
93177407	MACQUARIE FUNDS MANAGEMENT HOLDINGS PTY LIMITED	Australia
724745	MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED	Hong Kong
6880217 177751	MACQUARIE FUNDS MANAGEMENT PTY LIMITED MACQUARIE FUNDS MANAGEMENT SPC	Australia Cayman Islands
	MACQUARIE FUNDS MANAGEMENT (USA) INC.	United States
4088350	Macquarie Futures USA LLC	United States
170076	MACQUARIE FUTURES & OPTIONS (HONG KONG) LIMITED	Hong Kong
111631	MACQUARIE FUTURES (ASIA) LIMITED	Hong Kong
137072112 128219330	MACQUARIE FX INVESTMENTS PTY LTD MACQUARIE GCUH HOLDINGS PTY LIMITED	Australia Australia

	Macquarie Generation Management I, Inc.	United States
HRB 82733	Macquarie Germany Holdings GmbH	Germany
B142903	Macquarie Germany Holdings GmbH & Cies S.E.N.C.	Luxembourg
117033226	MACQUARIE GLASSCOCKS PTY LIMITED	Australia
	MACQUARIE GLOBAL DEBT INVESTMENTS NO.1 PTY LIMITED (IN
84388947	LIQUIDATION)	Australia
	MACQUARIE GLOBAL DEBT INVESTMENTS NO.2 PTY LIMITED (IN
75176779	LIQUIDATION)	Australia
068897C1/GBL	MACQUARIE GLOBAL FINANCE SERVICES (MAURITIUS) LIMITED	Mauritius
4633002	MACQUARIE GLOBAL GROWTH ADVISORS LLC	United States
4633008	MACQUARIE GLOBAL GROWTH MANAGERS LLC	United States
4632997	MACQUARIE GLOBAL INCOME ADVISORS LLC	United States
4633006	MACQUARIE GLOBAL INCOME MANAGERS LLC	United States
ARSN 095 850 472	MACQUARIE GLOBAL INFRASTRUCTURE TRUST	Australia
5259497	Macquarie Global Investments (UK) Limited	United Kingdom
	Macquarie Global Multi Events Segregated Portfolio	Cayman Islands
194165	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD	Cayman Islands
131661697	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INVESTMENT PTY	Australia
4332814	Macquarie Global Opportunities Partners LLC	United States
110930964	MACQUARIE GLOBAL PROPERTY FUNDS PTY LIMITED	Australia
LP461	MACQUARIE GLOBAL RESOURCES MASTER HEDGE FUND LP	Virgin Islands, British
1480825	MACQUARIE GLOBAL RESOURCES OFFSHORE HEDGE FUND LIMITED	Virgin Islands, British
168982	MACQUARIE GLOBAL SERVICES PRIVATE LIMITED	India
134 225 817	MACQUARIE GLOBAL SOVEREIGN BOND FUND	Australia
5488013	Macquarie GP Limited	United Kingdom
5718600	Macquarie GP2 Limited	United Kingdom
1952566	MACQUARIE GROUP HOLDINGS NEW ZEALAND LIMITED	New Zealand
124071478	MACQUARIE GROUP HOLDINGS NO.3 PTY LTD	Australia
200412291W	MACQUARIE GROUP HOLDINGS (SINGAPORE) PTE. LIMITED	Singapore
6357992	Macquarie Group Holdings (UK) No.1 Limited	United Kingdom
6357999	Macquarie Group Holdings (UK) No.2 Limited	United Kingdom
7032532	Macquarie Group Holdings (UK) No.4 Limited	United Kingdom
6373218	Macquarie Group Investments (UK) Limited	United Kingdom
7438584	Macquarie Group Investments (UK) No.2 Limited	United Kingdom
122169279	MACQUARIE GROUP LIMITED	Australia
245979	MACQUARIE GROUP NEW ZEALAND LIMITED	New Zealand
116467031	MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD	Australia
FC027877	MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD (UK BRANCH)	United Kingdom
200703288K	MACQUARIE GROUP SERVICES (SINGAPORE) PTE. LIMITED	Singapore
124071389	MACQUARIE GROUP (US) HOLDINGS NO.1 PTY LTD	Australia
	Macquarie HiTIP Management I, Inc.	United States
not registered	MACQUARIE HOLDINGS TRUST	Australia
728003-3	Macquarie Holdings (Canada) Ltd	Canada
MHM08101318A	MACQUARIE HOLDINGS (MEXICO), S.A. DE C.V.	Mexico
200703280D 6309919	MACQUARIE HOLDINGS (SINGAPORE) PTE. LTD. Macquarie Holdings (UK) No.1 Limited	Singapore United Kingdom
2428034	MACQUARIE HOLDINGS (U.S.A.) INC.	United States
MC-199805	Macquarie Hong Kong Finance Limited	Cayman Islands
133001751	MACQUARIE I A RETURNS PTY LIMITED	Australia
3075842	MACQUARIE INC	United States
116548880	MACQUARIE INCOME INVESTMENTS LIMITED	Australia
ARSN 113 844 410	MACQUARIE INDEX LINKED PROPERTY SECURITIES FUND	Australia
58341C1/GBL	MACQUARIE INDIA HOLDINGS LIMITED	Mauritius
	MACQUARIE INDIA INFRASTRUCTURE MANAGEMENT HOLDINGS PTE.
200823500E	LIMITED	Singapore
130542924	MACQUARIE INDIA PROPERTIES PTY LIMITED	Australia
130542924	MACQUARIE INDIA PROPERTIES PTY LIMITED (Former Bank Group)	Australia
130542924	MACQUARIE INDIA PROPERTIES PTY LIMITED (Former Bank Group)	Australia
58340C2/GBL	MACQUARIE INDIAN AIRPORTS TWO LIMITED	Mauritius
71501918	MACQUARIE INDONESIA HOLDINGS PTY LIMITED	Australia
C41803	MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED	Malta
CS201221372	MACQUARIE INFRASTRUCTURE ADVISORY (PHILIPPINES) INC.	Philippines
418159-0	Macquarie Infrastructure and Real Assets Canada Ltd.	Canada
4346793	Macquarie Infrastructure and Real Assets Inc.	United States
MCF090729QX6	Macquarie Infrastructure and Real Assets México, S.A. de C.V.	Mexico
84828437	Macquarie Infrastructure and Real Assets Pty Limited	Australia
B138295	Macquarie Infrastructure and Real Assets SA	Luxembourg
135007199	MACQUARIE INFRASTRUCTURE AND REAL ASSETS TRUST	Australia
744	Macquarie Infrastructure and Real Assets (Dubai) Limited	United Arab Emirates
3976881	Macquarie Infrastructure and Real Assets (Europe) Limited	United Kingdom
499 798 742	Macquarie Infrastructure and Real Assets (Europe) Limited (Spain) Macquarie Infrastructure and Real Assets (Europe) Limited, Paris Branch	Spain France
623285	Macquarie Infrastructure and Real Assets (Hong Kong) Limited	Hong Kong
784370-4	Macquarie Infrastructure and Real Assets (Sales) Canada Ltd	Canada
	MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE.
200513362E	LIMITED	Singapore

	MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE.
F16888	LIMITED (NON HONG KONG COMPANY)	Hong Kong
74311390	MACQUARIE INFRASTRUCTURE FUNDS MANAGEMENT PTY LIMITED	Australia
5755862	Macquarie Infrastructure GP Limited	United Kingdom
CH-170.3.028.960-5/	MACQUARIE INFRASTRUCTURE HOLDINGS AG (in liquidation)	Switzerland
112772871	MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED	Australia
	MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED -
T06FC6823A	SINGAPORE BRANCH	Singapore
3707788 72677993	MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC MACQUARIE INFRASTRUCTURE NO.2 PTY LIMITED (IN LIQUIDATION)	United States Australia
4339673	Macquarie Infrastructure Partners Canada GP Ltd.	Canada
6372304	Macquarie Infrastructure Partners II GP LLC	United States
4088348	MACQUARIE INFRASTRUCTURE PARTNERS INC	United States
4106439	Macquarie Infrastructure Partners U.S. GP LLC	United States
46726	Macquarie Infrastructure Philippines Limited	Bermuda
29003	MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY LIMITED	Bermuda
72652736	MACQUARIE INFRASTRUCTURE PTY LIMITED (IN LIQUIDATION)	Australia
41533	MACQUARIE INFRASTRUCTURE REINSURANCE COMPANY LIMITED	Bermuda
1460256	Macquarie Insurance Services Ltd./Services D'Assurances Macquarie Ltée	Canada
129 526 272	MACQUARIE INSURANCE SOLUTIONS (BROKER) PTY LTD	Australia
200505701K 117787C	MACQUARIE INSURANCE (SINGAPORE) PTE. LTD. Macquarie International Advisory Limited	Singapore Isle of Man
92985263	MACQUARIE INTERNATIONAL FINANCE LIMITED	Australia
4125302	Macquarie International Holdings Limited	United Kingdom
	MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING
310000400294785 (Jing An)	(SHANGHAI) COMPANY LIMITED	China
	MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING
310000400294785 (Jing An)	(SHANGHAI) COMPANY LIMITED (Former Bank Group)	China
LP013238	Macquarie International Investment Holdings LP	United Kingdom
108590996	MACQUARIE INTERNATIONAL INVESTMENTS PTY LIMITED	Australia
1802574	Macquarie International Limited	United Kingdom
104-84-05215	MACQUARIE INTERNATIONAL LIMITED SEOUL BRANCH	Korea, Republic of
F11422 169002	MACQUARIE INTERNATIONAL LIMITED (NON HONG KONG COMPANY) MACQUARIE INTERNATIONAL NEW YORK PARKING CO	Hong Kong Cayman Islands
	MACQUARIE INTERNATIONAL PROPERTY SERVICES PTY. LIMITED (IN
78980668	DEREGISTRATION)	Australia
169050	MACQUARIE INTERNATIONAL SC INVESTMENTS CO	Cayman Islands
502151	Macquarie International Services Limited	Hong Kong
	MACQUARIE INTERNATIONAL SMALL CAP ROADS CO. (In Liquidation)	Cayman Islands
4957256	Macquarie Internationale Investments Limited	United Kingdom
1.1E+14	MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD	China
122939600	MACQUARIE INVESTMENT HOLDINGS LIMITED	Australia
112017919 FN 171881 t	MACQUARIE INVESTMENT HOLDINGS NO.2 PTY LIMITED Macquarie Investment Management Austria Kapitalanlage AG	Australia Austria
2867003	MACQUARIE INVESTMENT MANAGEMENT LTD	Australia
B108283	MACQUARIE INVESTMENT MANAGEMENT S.à r.l.	Luxembourg
FN 350922 m	Macquarie Investment Management (Austria) GmbH	Austria
41471	MACQUARIE INVESTMENT MANAGEMENT (BERMUDA) LIMITED	Bermuda
WN1114216	MACQUARIE INVESTMENT MANAGEMENT (NZ) LIMITED	New Zealand
71745401	MACQUARIE INVESTMENT SERVICES LIMITED	Australia
not registered	MACQUARIE INVESTMENT TRUST	Australia
36631 5582630	MACQUARIE INVESTMENT (HONG KONG) LIMITED Macquarie Investments 1 Limited	Hong Kong United Kingdom
5708696	Macquarie Investments 2 Limited	United Kingdom
7012592	Macquarie Investments 3 Limited	United Kingdom
69416977	MACQUARIE INVESTMENTS AUSTRALIA PTY LIMITED	Australia
HRB 74953	Macquarie Investments Deutschland GmbH	Germany
4092888	Macquarie Investments LLC	United States
200718499D	MACQUARIE INVESTMENTS SINGAPORE PTE. LIMITED	Singapore
2009/012283/07	Macquarie Investments US Inc. Macquarie Investments (Proprietary) Limited	United States South Africa
WK-133809	MACQUARIE INVESTMENTS (SINGAPORE) LIMITED	Cayman Islands
4104671	Macquarie Investments (UK) Limited	United Kingdom
6373185	Macquarie Investor Products (UK) Limited	United Kingdom
119211433	MACQUARIE INVESTORS PTY LTD	Australia
459515-H	MACQUARIE IT SDN BHD (Former Non-Bank Group)	Malaysia
107147222	MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED	Australia
	MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED (JAPAN
0100-03-012002	BRANCH)	Japan
107147188	MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED	Australia
0100-03-011932	MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED (JAPAN BRANCH)	Japan
117560282	MACQUARIE JAPAN INFRASTRUCTURE NO.3 PTY LIMITED	Australia
117560415	MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED	Australia
	MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED (JAPAN
0100-03-012591	BRANCH)	Japan

110990184	MACQUARIE JIN LIN PTY LIMITED	Australia
122774289	MACQUARIE KEMBLE WATER HOLDINGS PTY LTD (IN DEREGISTRATION)	Australia
128743822	MACQUARIE KEYAKIZAKA HOLDINGS PTY LIMITED (IN	Australia
128743546	MACQUARIE KIOIZAKA HOLDINGS PTY LIMITED - IN LIQUIDATION	Australia
104-81-76330	MACQUARIE KOREA ASSET MANAGEMENT CO., LTD.	Korea, Republic of
104-81-95716	MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD.	Korea, Republic of
110356968	MACQUARIE LAH PTY LIMITED	Australia
5867292	Macquarie Leasing Limited	United Kingdom
2675032	MACQUARIE LEASING NSW PTY. LIMITED	Australia
2674982	MACQUARIE LEASING PTY. LIMITED	Australia
1E+14	MACQUARIE LEASING (CHINA) CO LIMITED	China
2997799	Macquarie Leasing (UK) Limited	United Kingdom
2574914	MACQUARIE LEISURE SERVICES PTY LIMITED	Australia
RCSLUXB112.243	MACQUARIE LEISUREWORLD LUXEMBOURG S.A.R.L	Luxembourg
OC363068	Macquarie Lending & Investment Partners LLP	United Kingdom
4708903	MACQUARIE LG BIOMASS LLC	United States
3963773	MACQUARIE LIFE LIMITED	Australia
114174168	MACQUARIE LP FINANCE COMPANY PTY LIMITED	Australia
130789767	MACQUARIE MACAU HOLDINGS PTY LIMITED	Australia
	MACQUARIE MANAGEMENT COMPANY (ISF) 3 PTY LIMITED (IN
116208354	DEREGISTRATION)	Australia
HRB 74075	Macquarie Management GmbH	Germany
099 813 028	MACQUARIE MASTER GEARED GROWTH FUND	Australia
090 079 413	MACQUARIE MASTER SMALL COMPANIES FUND	Australia
51142C1/GBL	MACQUARIE MAURITIUS INVESTMENTS LIMITED	Mauritius
133000987	MACQUARIE MDW INVESTMENTS PTY LTD	Australia
2264114	Macquarie MEAP Holding Ltd.	Canada
108538218	MACQUARIE MEDIA FUND MANAGEMENT PTY LIMITED	Australia
639997-5	Macquarie Metals and Energy Capital (Canada) Ltd.	Canada
4921203	Macquarie Meters 1 (UK) Limited	United Kingdom
4920378	Macquarie Meters 2 (UK) Limited	United Kingdom
7361419	Macquarie Meters 3 (UK) Limited	United Kingdom
1344888	Macquarie Meters 4 Limited	Hong Kong
Not Applicable	MACQUARIE MEXICO INFRASTRUCTURE MANAGEMENT, S.A. DE C.V.	Mexico
477795	Macquarie Mexico Real Estate Management, S.A. de C.V.	Mexico
4508971	MACQUARIE MICROSTAR HOLDINGS INC	United States
95180564	MACQUARIE MIDDLE EAST HOLDINGS PTY LIMITED	Australia
115524028	MACQUARIE MIDDLE EAST MANAGEMENT LIMITED	Australia
130225222	MACQUARIE MIP II INVESTMENT PTY LIMITED	Australia
	Macquarie MLH, LLC	United States
120070788	MACQUARIE MORTGAGES CANADA HOLDINGS PTY LIMITED	Australia
	MACQUARIE MORTGAGES FUNDING TRUST 2007-1	United States
57760175	MACQUARIE MORTGAGES PTY LIMITED	Australia
010473862-3438695	MACQUARIE MORTGAGES USA INC	United States
4627119	MACQUARIE NB US HOLDINGS INC.	United States
4606760	MACQUARIE NE HOLDINGS INC.	United States
200404077D	MACQUARIE NE HOLDINGS (SINGAPORE) PTE. LIMITED	Singapore
6798497	Macquarie New World Gaming Canada Ltd.	Canada
N/A	Macquarie New World Gaming Partnership	Canada
334868	MACQUARIE NEW ZEALAND LIMITED	New Zealand
	Macquarie NM Management II, Inc.	United States
	Macquarie NM Management I, Inc	United States
6697718	Macquarie Nominees Limited	United Kingdom
123851436	MACQUARIE NOOSA PTY LTD	Australia
3481018	Macquarie North America Ltd.	Canada
107464620	MACQUARIE NOTE INVESTMENTS PTY LIMITED	Australia
8595711	MACQUARIE NZ HOLDINGS PTY LIMITED	Australia
30414 129 590 576	MACQUARIE OFFSHORE MASTER FUND LIMITED MACQUARIE OFFSHORE SERVICES PTY LTD	Bermuda Australia
FS200805155	Macquarie Offshore Services Pty Ltd - Philippine Branch	Philippines
4207954 770975-7	MACQUARIE OIL AND GAS HOLDINGS INC Macquarie Oil Services Canada Ltd	United States Canada
OF2150	MACQUARIE ONE LIMITED	United Arab Emirates
	Macquarie One LLC	United States
2934705	MACQUARIE OPTIONS PTY. LIMITED	Australia
	Macquarie PA TAP Management I, Inc.	United States
	MACQUARIE PARTNERSHIP FINANCE CO PTY LIMITED (IN
111494172	DEREGISTRATION)	Australia
	MACQUARIE PARTNERSHIP INVESTMENT HOLDINGS PTY LIMITED (IN
107464264	LIQUIDATION)	Australia
115251619	MACQUARIE PAYMENTS INFRASTRUCTURE HOLDINGS PTY LIMITED	Australia
130903249	MACQUARIE PDP SPV HOLDCO PTY LIMITED	Australia
6349353	MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED	United Kingdom
	Macquarie Physical Metals (USA) Inc.	United States
93919727	MACQUARIE PIB MANAGEMENT PTY LIMITED (IN DEREGISTRATION)	Australia
115622449	MACQUARIE PIB PROJECT CO A PTY LIMITED	Australia

115622458	MACQUARIE PIB PROJECT CO B PTY LIMITED	Australia
	Macquarie Platinum Katella Inc.	United States
8327852	Macquarie PMI LLC	United States
	Macquarie PMI Manager LLC	United States
4768433	Macquarie Poinsettia Inc.	United States
	MACQUARIE PORTFOLIO INVESTMENTS NO.1 PTY LIMITED (IN
107464586	LIQUIDATION) MACQUARIE PORTFOLIO INVESTMENTS NO.2 PTY LIMITED (IN	Australia
107464540	LIQUIDATION)	Australia
	Macquarie Power LLC	United States
4235312	Macquarie Power Management Ltd.	Canada
133 273 426	MACQUARIE PRECISION MARKETING PTY LTD	Australia
0100-01-119544	MACQUARIE PRECISION MARKETING (JAPAN) LIMITED	Japan
	MACQUARIE PRECISION MARKETING (JAPAN) LIMITED (Former Non-Bank
0199-01-119544	Group)	Japan
1356202 112561501	Macquarie Premium Funding Inc./Financement Primes Macquarie Inc. MACQUARIE PRINCIPAL PTY LIMITED	Canada Australia
200703284G	MACQUARIE PRINCIPAL (SINGAPORE) PTE. LTD.	Singapore
82038328	MACQUARIE PRISM PTY LIMITED	Australia
116782006	MACQUARIE PRIVATE CAPITAL MANAGEMENT LIMITED	Australia
B162599	Macquarie Private Markets Fund GP S.à r.l	Luxembourg
B162637	Macquarie Private Markets Fund S.C.A., SICAV-FIS	Luxembourg
89987388	MACQUARIE PRIVATE PORTFOLIO MANAGEMENT LIMITED	Australia
1405135	Macquarie Private Wealth Corp./Gestion Privee Macquarie Corp.	Canada
1745409 74453393	Macquarie Private Wealth Inc./Gestion Privee Macquarie Inc. MACQUARIE PROJECT FINANCE PTY LIMITED	Canada Australia
8606826	MACQUARIE PROPERTY CHINA PTY LIMITED	Australia
	MACQUARIE PROPERTY DEVELOPMENT FINANCE PTY LIMITED (IN
77727318	DEREGISTRATION)	Australia
AK640307	MACQUARIE PROPERTY FINANCE LIMITED	New Zealand
76560917	MACQUARIE PROPERTY FINANCE MANAGEMENT PTY LIMITED	Australia
65678962	MACQUARIE PROPERTY INTERNATIONAL PTY LIMITED	Australia
105453736	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 2 PTY LIMITED (IN DEREGISTRATION)	Australia
	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 5 PTY LIMITED (IN
120957333	DEREGISTRATION)	Australia
	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 6 PTY LIMITED (IN
120957360	DEREGISTRATION)	Australia
	MACQUARIE PROPERTY INVESTMENT MANAGEMENT HOLDINGS PTY
88772203 64904169	LIMITED MACQUARIE PROPERTY (OBU) PTY LIMITED	Australia Australia
113621024	MACQUARIE QUEEN STREET PTY LIMITED	Australia
142 083 092	MACQUARIE RADAR HOLDINGS PTY LIMITED	Australia
730170-7	Macquarie Rail Canada Limited	Canada
4039167	MACQUARIE RAIL INC.	United States
4484981	MACQUARIE RAIL MANAGEMENT LLC	United States
115220123 4504560	MACQUARIE READING PTY LIMITED MACQUARIE REAL ESTATE ADVISORY SERVICES LLC	Australia United States
	MACQUARIE REAL ESTATE AFRICA INVESTMENTS PTY LIMITED - IN
129 130 963	LIQUIDATION	Australia
623285	MACQUARIE REAL ESTATE ASIA LIMITED (Former Bank Group)	Hong Kong
	MACQUARIE REAL ESTATE ASIA NOMINEES PTY LIMITED (IN
95918068 0199-01-089825	DEREGISTRATION) Macquarie Real Estate Capital KK (Former Bank Group)	Australia Japan
0100-01-089825	MACQUARIE REAL ESTATE CAPITAL KK (In Liquidation)	Japan
130364699	MACQUARIE REAL ESTATE DEVELOPMENT CAPITAL (AUS) PTY LIMITED	Australia
	MACQUARIE REAL ESTATE EQUITY FUND NO. 8 PTY LIMITED (IN
132468690	DEREGISTRATION)	Australia
3455302 2920528	MACQUARIE REAL ESTATE FINANCE INC MACQUARIE REAL ESTATE INC	United States United States
6421191	Macquarie Real Estate Investments Europe Limited	United Kingdom
104-81-74725	MACQUARIE REAL ESTATE KOREA LIMITED (Former Bank Group)	Korea, Republic of
104-81-74725	MACQUARIE REAL ESTATE KOREA LTD.	Korea, Republic of
223524	MACQUARIE REAL ESTATE OPPORTUNITIES MASTER FUND	Cayman Islands
127762010	Macquarie Real Estate Services Pty Limited	Australia
200509669E 4326812	MACQUARIE REAL ESTATE SINGAPORE PTE. LIMITED Macquarie Real Estate Telecom Holdings LLC	Singapore United States
HRB 86922	Macquarie Real Invest GmbH (in liquidation)	Germany
102368052	MACQUARIE REALTY SERVICES AUSTRALIA PTY LIMITED - IN	Australia
4454539	MACQUARIE RENEWABLE ENERGY INC	United States
112147350	MACQUARIE RENEWABLES HOLDINGS PTY LIMITED	Australia
112588664	MACQUARIE RENEWABLES MANAGEMENT PTY LIMITED (IN DEREGISTRATION)	Australia
125098179	MACQUARIE RESIDENTIAL MANAGEMENT PTY LTD	Australia
	MACQUARIE RESIDENTIAL TRUST	Australia
125098339	MACQUARIE RESIDENTIAL (STATE) MANAGEMENT PTY LTD	Australia

672846-4	Macquarie Resource Capital Canada Ltd.	Canada
130 224 949	MACQUARIE RESOURCES INVESTMENT MANAGEMENT PTY LIMITED	Australia
7055620	Macquarie Restorations Limited	United Kingdom
998584	Macquarie Retail Management (Asia) Limited	Hong Kong
1273174	MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED	Hong Kong
	MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED (Former Bank
1273174	Group)	Hong Kong
6219852	MACQUARIE RISK ADVISORY SERVICES PTY LIMITED	Australia
3898413	MACQUARIE RISK MANAGEMENT ADVISORY PTY LIMITED	Australia
63267032	MACQUARIE SCIENCE HOLDINGS PTY LIMITED	Australia
728007-6	Macquarie Securities Financing Ltd (Canada)	Canada
104-81-99444	MACQUARIE SECURITIES KOREA LIMITED	Korea, Republic of
3435443	MACQUARIE SECURITIES MANAGEMENT PTY LIMITED	Australia
2006/023546/07	MACQUARIE SECURITIES SOUTH AFRICA (PROPRIETARY) LIMITED	South Africa
2832126	MACQUARIE SECURITIES (AUSTRALIA) LIMITED	Australia
	MACQUARIE SECURITIES (AUSTRALIA) LIMITED SHANGHAI
3.10001E+14	REPRESENTATIVE OFFICE	China
1748511	MACQUARIE SECURITIES (NZ) LIMITED	New Zealand
1.05539E+11	MACQUARIE SECURITIES (THAILAND) LIMITED	Thailand
7283920	Macquarie Securities (UK) Limited	United Kingdom
3297336	MACQUARIE SECURITISATION LIMITED	Australia
641342	MACQUARIE SECURITISATION (HONG KONG) LIMITED	Hong Kong
75289002	MACQUARIE SECURITISATION (OBU) PTY LIMITED	Australia
010473862-3438695	Macquarie Securitization USA LLC	United States
496224	MACQUARIE SERVICES (HONG KONG) LIMITED	Hong Kong
MSM081013GR9	Macquarie Services (Mexico), S.A. de C.V.	Mexico
	Macquarie Services (USA) Partners	United States
11.988.470/001-21	Macquarie Servicos Agricolas Limitada	Brazil
11.988.470/001-21	Macquarie Servicos Agricolas Limitada (Former Bank Group)	Brazil
126143860	MACQUARIE SGT PTY LIMITED	Australia
125336101	MACQUARIE SHENTON PTY LIMITED	Australia
127761871	MACQUARIE SHEP INVESTMENTS PTY LIMITED	Australia
	Macquarie Sierra Investment Holdings Inc.	United States
96705341	MACQUARIE SOUTH KINGSCLIFF PTY LIMITED (In Liquidation)	Australia
75295608	MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED	Australia
87382965	MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED	Australia
EC#39329	MACQUARIE SPECIALISED ASSET MANAGEMENT (BERMUDA) LIMITED	Bermuda
125 574 389	MACQUARIE SPECIALIST INVESTMENTS LENDING LIMITED	Australia
	Macquarie Storage Investments Inc.	United States
	MACQUARIE STRUCTURED AND SPECIALIST INVESTMENTS HOLDINGS
86587635	PTY LIMITED	Australia
583316	MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED	Virgin Islands, British
	MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED (NON HONG KONG
F14239	COMPANY)	Hong Kong
8607074	MACQUARIE STRUCTURED PRODUCTS AUSTRALIA PTY LIMITED	Australia
HRB 87430	Macquarie Structured Products (Europe) GmbH	Germany
65747417	MACQUARIE STRUCTURED PRODUCTS (INTERNATIONAL) LIMITED	Australia
	Macquarie Structured Products (International) Limited (Registered as an
2009/012427/10	external Company in South Africa)	South Africa
489855	Macquarie Structured Securities (Europe) Public Limited Company	Ireland
8607038	MACQUARIE SWAN STREET PTY LIMITED	Australia
92034403	MACQUARIE SYNDICATE MANAGEMENT PTY LTD (Former Bank Group)	Australia
92034403	MACQUARIE SYNDICATE MANAGEMENT PTY LTD (IN DEREGISTRATION)	Australia
62060879	MACQUARIE SYNDICATION (NO. 7) PTY. LIMITED	Australia
65309033	MACQUARIE SYNDICATION (NO.12) PTY LIMITED	Australia
4668277	MACQUARIE TCG (USA) LLC	United States
392769-T	MACQUARIE TECHNOLOGIES (M) SDN BHD	Malaysia
392769-T	MACQUARIE TECHNOLOGIES (M) SDN BHD (Former Non-Bank Group)	Malaysia
C41050	MACQUARIE TECHNOLOGY HOLDINGS (MALTA) LIMITED	Malta
80218846	MACQUARIE TECHNOLOGY INVESTMENTS LIMITED	Australia
680639-2	Macquarie Technology Services (Canada) Ltd.	Canada
680639-2	Macquarie Technology Services (Canada) Ltd. (Former Non-Bank Group)	Canada
80472751	MACQUARIE TECHNOLOGY VENTURES PTY LTD	Australia
8606906	MACQUARIE THIRTY-THIRD AVIATION LEASING PTY. LIMITED	Australia
9642933	MACQUARIE TOURISM & LEISURE PTY LIMITED (IN LIQUIDATION)	Australia
	Macquarie Townsend LLC	United States
4598172	MACQUARIE TRADING HOLDINGS INC.	United States
4240237	MACQUARIE TRADING SERVICES INC	United States
0100-01-119358	MACQUARIE TREASURY AND COMMODITIES (JAPAN) LIMITED	Japan
28999	MACQUARIE TREASURY MANAGEMENT LTD.	Bermuda
HRB 76979	Macquarie Treuvermoegen GmbH	Germany
ARSN 093 394 926	MACQUARIE TRUE INDEX AUSTRALIAN EQUITIES FUND	Australia
ARSN 103 324 821	MACQUARIE TRUE INDEX AUSTRALIAN SHARE FUND	Australia
ARSN 118 888 547	MACQUARIE TRUE INDEX CASH FUND	Australia
ARSN 093 394 793 ARSN 099 117 558	MACQUARIE TRUE INDEX FIXED INTEREST MACQUARIE TRUE INDEX GLOBAL BOND FUND	Australia Australia

134 225 915	MACQUARIE TRUE INDEX GLOBAL INFRASTRUCTURE SECURITIES FUND	Australia
121530041	MACQUARIE TRUE INDEX INTERNATIONAL EQUITIES FUND	Australia
ARSN 093 394 515	MACQUARIE TRUE INDEX LISTED PROPERTY	Australia
ARSN 100 056 595	MACQUARIE TRUE INDEX PLUS AUSTRALIAN EQUITY	Australia
6697750	Macquarie Trustees Limited	United Kingdom
2007/035961/07	Macquarie Trustees South Africa (Proprietary) Limited	South Africa
	MACQUARIE TWELFTH AVIATION LEASING PTY. LIMITED (IN
8607029	DEREGISTRATION)	Australia
8607109	MACQUARIE TWENTIETH AVIATION LEASING PTY. LIMITED	Australia
	MACQUARIE TWENTY-SEVENTH AVIATION LEASING PTY. LIMITED - IN
8606844	LIQUIDATION	Australia
2579363	Macquarie UK Holdings Limited	United Kingdom
8248121	Macquarie UK Power Investments Limited	United Kingdom
115219988	MACQUARIE UK PROPERTY MANAGEMENT PTY LIMITED	Australia
8253776	Macquarie UK Rail Limited	United Kingdom
	Macquarie US Gas Supply LLC	United States
	Macquarie US Trading LLC	United States
261723	MACQUARIE VEHICLES (NZ) LIMITED	New Zealand
4517192	Macquarie Veridian Cove Inc.	United States
HRB 232580	Macquarie Verwaltungs GmbH	Germany
4474070	Macquarie Water Heater Rentals Holdings 2 LLC	United States
4370515	Macquarie Water Heater Rentals Holdings LLC	United States
4370511	Macquarie Water Heater Rentals LLC	United States
4684158	MACQUARIE WATERFRONT PEARL INC.	United States
168966	MACQUARIE WEALTH MANAGEMENT (INDIA) PRIVATE LIMITED	India
213181	Macquarie Zhaopin Holdings Limited	Cayman Islands
116308466	MACQUARIE (171 COLLINS ST) PTY LIMITED	Australia
115007817	MACQUARIE (454 COLLINS STREET) PTY LIMITED - in liquidation	Australia
198500776M	MACQUARIE (ASIA) PTE LTD.	Singapore
27230949	MACQUARIE (ASIA) PTE LTD. TAIWAN BRANCH	Taiwan
119105896	MACQUARIE (COLEMANS) PTY LIMITED (IN DEREGISTRATION)	Australia
6612064	Macquarie (Europe) Nominees Limited	United Kingdom
200228	MACQUARIE (HK) FINANCIAL SERVICES LIMITED	Hong Kong
0100-01-068766	MACQUARIE (JAPAN) LIMITED	Japan
110256418	MACQUARIE (PYRMONT) PTY LIMITED (In Liquidation)	Australia
SC280388	Macquarie (Scotland) GP Limited	United Kingdom
127762038	MACQUARIE (STUD ROAD) PTY LIMITED	Australia
6287793	Macquarie (UK) Group Services Limited	United Kingdom
6010500	MAIL HOLDINGS PTY LIMITED	Australia
66195	MALL Jet Partners LDC	Cayman Islands
86503	MALL Partners II Limited	Cayman Islands
CR-93169	MALL Partners III Limited	Cayman Islands
66690	MALL Partners I, LDC	Cayman Islands
54786	MALL/CL Air Leasing Cooperative Association	(Netherlands Antilles)
	MAP HOLDING TRUST	Australia
MC-257951	MAP II GP Limited	Cayman Islands
122169279	Maquarie Group Employee Retained Equity Plan (MEREP Trust)	Australia
90975456	MARGIN LENDING NOMINEES PTY LIMITED	Australia
500773510 RCS Paris	MASA (France) SARL	France
500773726 RCS Paris	MASB (France) SARL	France
509 298 634 RCS Paris	MASC (France) SARL	France
446197	MASL Ireland (10) Limited	Ireland
446196	MASL Ireland (11) Limited	Ireland
446195	MASL Ireland (12) Limited	Ireland
446206	MASL Ireland (13) Limited	Ireland
446207	MASL Ireland (14) Limited	Ireland
446210	MASL Ireland (17) Limited	Ireland
446187	MASL Ireland (18) Limited	Ireland
446188	MASL Ireland (19) Limited	Ireland
446189	MASL Ireland (20) Limited	Ireland
446190	MASL Ireland (21) Limited	Ireland
446191	MASL Ireland (22) Limited	Ireland
446192	MASL Ireland (23) Limited	Ireland
447475	MASL Ireland (24) Limited	Ireland
447474	MASL Ireland (25) Limited	Ireland
447987	MASL Ireland (26) Limited	Ireland
448204	MASL Ireland (27) Limited	Ireland
447980	MASL Ireland (28) Limited	Ireland
447981	MASL Ireland (29) Limited	Ireland
446205	MASL Ireland (2) Limited	Ireland
447982	MASL Ireland (30) Limited	Ireland
447983	MASL Ireland (31) Limited	Ireland
447984	MASL Ireland (32) Limited	Ireland
447985	MASL Ireland (33) Limited	Ireland
451456 451173	MASL Ireland (34) Limited MASL Ireland (35) Limited	Ireland Ireland

452129	MASL Ireland (36) Limited	Ireland
452130	MASL Ireland (37) Limited	Ireland
453683	MASL Ireland (38) Limited	Ireland
453684	MASL Ireland (39) Limited	Ireland
446204	MASL Ireland (3) Limited	Ireland
446203	MASL Ireland (4) Limited	Ireland
446202	MASL Ireland (5) Limited	Ireland
446201	MASL Ireland (6) Limited	Ireland
446200	MASL Ireland (7) Limited	Ireland
446199	MASL Ireland (8) Limited	Ireland
446198	MASL Ireland (9) Limited	Ireland
102964312	MASL NO. 2 PTY LIMITED (IN DEREGISTRATION)	Australia
556734-5524	MASL Sweden (1) AB	Sweden
556734-6068	MASL Sweden (2) AB	Sweden
556734-9310	MASL Sweden (3) AB	Sweden
556734-9328	MASL Sweden (4) AB	Sweden
556741-2498	MASL Sweden (7) AB	Sweden
556741-2506	MASL Sweden (8) AB	Sweden
6386342	MASL UK (1) Limited	United Kingdom
LL08078	MASL (Labuan) Limited	Malaysia
8607092	MBL REALTY INVESTMENT MANAGEMENT PTY. LIMITED	Australia
1330132	MBL RIVER LINKS PTY LIMITED (IN DEREGISTRATION)	Australia
363941	MC CAPITAL GROUP	Ireland
69343693	MC CAPITAL HOLDINGS NO.1 PTY LIMITED	Australia
69343791	MC CAPITAL HOLDINGS NO.2 PTY LIMITED	Australia
146 752 329	MC EDUCATION HOLDINGS PTY LTD	Australia
MC-207028	MCA ACQUISITION CORP.	Cayman Islands
MC-207027	MCA ACQUISITION HOLDINGS CORP.	Cayman Islands
78223382	MCF LEASING PTY LIMITED	Australia
977935	MCNEE HOLDINGS PTY LIMITED (IN LIQUIDATION)	Australia
4526019	MCP Solar Assets Partners I LLC	United States
452697	MCP Solar Assets Partners II LLC	United States
4625932	MEF US HOLDINGS INC.	United States
4866246	MEIF (UK) Limited	United Kingdom
132 468 734	MELRO HOLDCO PTY LIMITED	Australia
132 468 734	MELRO HOLDCO PTY LIMITED (Former Bank Group)	Australia
2223765	Merino Air Leasing, Inc.	United States
84781555	MERIT MANAGEMENT NO.1 PTY LIMITED - IN LIQUIDATION	Australia
84781493	MERIT NO.1 PTY LIMITED	Australia
0	MERIT TRUST NO. 2	Australia
140390629	MGI PROTECTED ASSET FINANCING NO.1 PTY LTD (In Deregistration)	Australia
200708397H	MGJ HOLDINGS PTE. LIMITED	Singapore
200708397H	MGJ HOLDINGS PTE. LIMITED (Former Bank Group)	Singapore
4346896	MGOP Feeder I GP LLC	United States
44351	MIAC GROUP LTD	Bermuda
4661999	MIAC HOLDINGS (US) INC.	United States
44352	MIAC REINSURANCE LTD	Bermuda
4662005	MIAC SERVICES INC.	United States
4323418	MIF US Investment Holdings LLC	United States
4323415	MIF US INVESTMENT PARTNERSHIP	United States
4261648	MIHI LLC
		United States
0100-02-032951	MJL ACE LTD.	Japan
0100-02-032952	MJL BAY LTD.	Japan
8108745	MMT I LLC	United States
010473862-3438695	MMUSA Warehouse No. 1 LLC	United States
3613926	Mongoose Acquisition LLC	United States
103410297	MONGOOSE PTY LTD	Australia
WK-133920 86587608	Monkwell Investments Limited MONT PARK DEVELOPMENT COMPANY PTY LIMITED	Cayman Islands Australia
	Moonstone Lien Investments, LLC	United States
Not Registered	MOORE STREET TRUST	Australia
8108683	Mornington Funding 2012-1 PLC	United Kingdom
8108607	Mornington Holding Limited	United Kingdom
460268	MPFI Investments 1 Limited (in liquidation)	Ireland
451722	MPFI INVESTMENTS LIMITED	Ireland
MC-162571	MQ ABSOLUTE RETURN STRATEGIES - ASIA	Cayman Islands
	MQ Absolute Return Strategies - Asia LLC	United States
61160558	MQ CAPITAL PTY LIMITED	Australia
	MQ HELIX UK Market Strategy 1 L.P.	Guernsey
92552611	MQ PORTFOLIO MANAGEMENT LIMITED	Australia
86438995	MQ SPECIALIST INVESTMENT MANAGEMENT LIMITED	Australia
U51909MH2012FTC226545	MQG Commodities (India) Private Limited	India
109837783	MREEF SSF MANAGEMENT LIMITED	Australia
129962269	MSI CASH TRUST	Australia

	MUNICIPAL AND INFRASTRUCTURE ASSURANCE CORPORATION (Sold
	15/06/2011)	United States
117100615 FN215363K	MUSASHI INVESTOR PTY LIMITED (IN LIQUIDATION) MXMM GmbH	Australia Austria
3337675	NANWAY NOMINEES PTY LIMITED	Australia
451296	NCH Symphony Limited (in voluntary liquidation)	Ireland
4107909	NDI NO.1 LLC	United States
B132283	New World Gaming International S.a.r.l	Luxembourg
124392829	NORTH-WEST EXPRESSWAY PTY LIMITED	Australia
BC0883591	NWG Canada Investments Ltd.	Canada
157723441	NZ MORTGAGES PTY LTD	Australia
CR-114570	O'Farrell Leasing (Holdings) Ltd.	Cayman Islands
109649292	OLF, LLC OLICC TECHNOLOGIES PTY LTD	United States Australia
79630603	OMNI LEISURE OPERATIONS PTY LIMITED (In Liquidation)	Australia
	One Call Debt Help LLC	United States
131 233 719	OPEN BROADBAND AUSTRALIA PTY LTD	Australia
113519823	OT HOLDINGS PTY LIMITED	Australia
115771992	OUTPLAN PTY LIMITED	Australia
205391	OW Funding Limited	Cayman Islands
71982244	PACIFIC RIM OPERATIONS LIMITED	Australia
4444506	PADUA MG HOLDINGS LLC	United States
not registered 107805452	PARENTS AT WORK INVESTMENT UNIT TRUST PARENTS@WORK PTY LIMITED	Australia Australia
134 011 313	PARETO GLOBAL RISK ADJUSTED ALPHA TRUST	Australia
490262	Pathglade Limited (in voluntary liquidation)	Ireland
	PELICAN WAREHOUSE TRUST NO.1	Australia
	PEREGRINE SELLER TRUST	Australia
	PEREGRINE SERIES TRUST 2009-1	Australia
	Petro Tradelinks Inc.	United States
	Pipeline Rehabilitation No.4 Trust	Australia
C205320	PIRANGUT CYPRUS NO. 1 LIMITED (Former Bank Group)	Cyprus
C205320 C205304	PIRANGUT CYPRUS NO. 1 LIMITED (IN LIQUIDATION) PIRANGUT CYPRUS NO. 2 LIMITED (Former Bank Group)	Cyprus Cyprus
C205304	PIRANGUT CYPRUS NO. 2 LIMITED (IN LIQUIDATION)	Cyprus
117100599	PLEIADES INVESTOR PTY LIMITED	Australia
80106412	Polar Finance Pty Limited	Australia
8288421	Poseidon InvestCo GP Limited	United Kingdom
2382149	Presidio Partners LLC	United States
	Prodigal Asian Long Short Fund	Australia
124071405 09.03.1.67.21972	PROP CO NO. 1 PTY LTD (IN DEREGISTRATION) PT Macquarie Capital Securities Indonesia	Australia Indonesia
09.03.1.05.73897	PT MACQUARIE COMMODITIES INDONESIA	Indonesia
09.03.1.70.68374	PT MPM INDONESIA	Indonesia
09.03.1.46.66473	PT WANA HIJAU NUSANTARA (Former Non-Bank Group)	Indonesia
111086705	PTK INVESTOR PTY LIMITED (IN DEREGISTRATION)	Australia
not registered 64904212	PUMA GLOBAL TRUST NO.5 PUMA MANAGEMENT PTY LIMITED	Australia Australia
not registered	PUMA MASTER FUND P-10	Australia
no registered	PUMA MASTER FUND P-11	Australia
	PUMA MASTER FUND P-8	Australia
	PUMA MASTER FUND P-9	Australia
	PUMA MASTER FUND S-2	Australia
	PUMA MASTERFUND H-1	Australia
	PUMA MASTERFUND P-13 PUMA MASTERFUND P-14	Australia Australia
not registered	PUMA MASTERFUND P-15	Australia
	PUMA MASTERFUND P-16	Australia
	PUMA MASTERFUND P-17	Australia
	PUMA Masterfund P-18	Australia
	PUMA Masterfund P-19 PUMA MASTERFUND P12	Australia Australia
	PUMA Masterfund S-10	Australia
	PUMA MASTERFUND S-11	Australia
	PUMA Masterfund S-12	Australia
	PUMA Masterfund S-13	Australia
	PUMA MASTERFUND S-5 PUMA MASTERFUND S-6	Australia Australia
not registered	PUMA Masterfund S-7	Australia
	PUMA MASTERFUND S-8	Australia
	PUMA Masterfund S-9	Australia
	PUMA MASTERFUND S3	Australia
not registered	PUMA SUB FUND CRS	Australia
Not registered not registered	PUMA SUB FUND GSF PUMA SUB FUND SPAN	Australia Australia
	PUMA SUBFUND B-1	Australia

	PUMA SUBFUND COMMBANK	Australia
511 507 527 RCS Grenoble	Pure Montain Company S.A.S.	France
118472441	RANSHAR PTY LTD - IN LIQUIDATION	Australia
4644365	RED HOLLOW WIND LLC	United States
2.00902E+11	Regal Capital Advisors, LLC	United States
	Regal Capital Group, LLC	United States
not registered	REGIONAL MEDIA TRUST	Australia
	Relational Technology Services, Inc.	United States
150 449 684	RELOAD WIND FARM PTY LTD	Australia
	RELOAD WIND FARM TRUST	Australia
124947388	RESF NO. 1 PTY LTD	Australia
200921086K	RESOURCE MARINE PTE. LIMITED	Singapore
148013316	RESOURCE MARINE PTE. LIMITED (Australian Representative Office)	Australia
200921086K	RESOURCE MARINE PTE. LIMITED (FORMER NON-BANK)	Singapore
FC029978	Resource Marine Pte. Limited (UK Establishment)	United Kingdom
144 871 554	RESOURCES HOLDINGS NO.1 PTY LIMITED (IN DEREGISTRATION)	Australia
	Retirement Financial Services, Inc.	United States
114 594 080	REVERSE MORTGAGE SERVICES PTY LTD	Australia
153718079	RISK ADVICE SPECIALISTS PTY LTD	Australia
114 530 139	RISMARK INTERNATIONAL FUNDS MANAGEMENT LTD	Australia
	Rismark International Funds Management Trust	Australia
5129984	ROSS PLASTICS PTY LTD (IN DEREGISTRATION)	Australia
CH -150.4.000.882-8	Rossignol GmbH	Switzerland
P.I. 00351680079	Rossignol Lange S.R.L.	Italy
FN Innsbruck 30814	Rossignol Osterreich GmbH	Austria
161930029	Rossignol Sci S.R.L.	Italy
	Rossignol Ski Company, Incorporated	United States
HRB 7401	Rossignol Ski Deutschland GmbH	Germany
48603C1/GBL	SAN LING INVESTMENTS LIMITED	Mauritius
58639688	SEDULOUS INVESTMENTS PTY LIMITED	Australia
3477679	Service Line Warranties of America, Inc.	United States
	Service Line Warranties of America, Inc.	United States
3484259	SHALINA PTY LIMITED (IN DEREGISTRATION)	Australia
4721411	SHELBY ENERGY HOLDINGS, LLC	United States
464139	Shichi Limited	Ireland
2008/022345/07	Shieldco Securities S1 (Pty) Limited	South Africa
7163380	SiCURAnt InvestCo GP Limited	United Kingdom
		France
606 320 174 RCS ANNECY	Skis Dynastar S.A.S.
835447	Skis Dynastar, Inc	United States
B 08 - 266140	Skis Rossignol de Espana, S.L.	Spain
056 502 958 RCS
GRENOBLE	Skis Rossignol S.A.S.	France
	SMART ABS Series 2012-2US Trust	Australia
to be incorporated	SMART ABS Series 2012-3EQ Trust	Australia
not registered	SMART ABS Series 2012-4US Trust	Australia
	SMART ANZ WAREHOUSE Trust	Australia
	SMART J WAREHOUSE TRUST	Australia
	SMART MBL WAREHOUSE TRUST	Australia
	SMART RBS WAREHOUSE TRUST	Australia
	SMART RESIDUAL VALUE SERIES TRUST	Australia
	SMART SERIES 2007-3E TRUST	Australia
	SMART SERIES 2008-1E TRUST	Australia
	SMART SERIES 2008-2 TRUST	Australia
	SMART SERIES 2008-3 TRUST	Australia
	SMART Series 2009-1 Trust	Australia
	SMART Series 2010-1US Trust	Australia
unlisted not registered	SMART Series 2010-2 Trust SMART SERIES 2011-1US TRUST	Australia Australia
not registered	SMART Series 2011-2US Trust	Australia
	SMART Series 2011-3 Trust	Australia
	SMART Series 2011-4US Trust	Australia
unlisted	SMART Series 2012-1US Trust	Australia
320 114 937	Societe Civile Immobiliere Promo-Star	France
	Specialty Finance Holdings, Inc.	United States
3421628	Stanyan Leasing Corporation	United States
HRB80040	Structural Support Systems Germany GmbH	Germany
128219330	SUREPARK HOLDINGS PTY LIMITED (Former Bank Group)	Australia
127761960	SurePark PTY LTD	Australia
MC189031	SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED	Cayman Islands
MC189031	SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED (Former Non-Bank Group)	Cayman Islands
MC189033	SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED	Cayman Islands
MC189033	SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED (Non-Bank Group)	Cayman Islands
MC189031	SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED	Cayman Islands
MC189031	SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED (Former Non-Bank Group)	Cayman Islands
	TA Trust	Australia

6740344	Tank Devils Ltd	United Kingdom
4439050	TAURUS AEROSPACE GROUP INC.	United States
4439057	TAURUS AEROSPACE GROUP LLC	United States
5058776	Taurus Aerospace Holdings, LLC	United States
4578519	Taurus Tanks Inc.	United States
	Tax Ease CA, LLC	United States
	Tax Ease Employee Services Company LLC	United States
	Tax Ease Funding GP LLC	United States
	Tax Ease Funding, LP	United States
	Tax Ease Holdings LLC	United States
	Tax Ease Lien Investments 1 LLC	United States
	Tax Ease Lien Servicing LLC	United States
	Tax Ease NY, LLC	United States
	Tax Ease Ohio, LLC	United States
	Tax Ease PA, Inc	United States
	Tax Ease, LP	United States
85356770	TEGENSEE PTY LIMITED (IN DEREGISTRATION)	Australia
113508160	TELBANE 2 PTY LIMITED	Australia
70142951	TELBANE PTY LTD	Australia
79630649	TEN7 PTY LIMITED	Australia
HRB80044	Tension Services Holdings GmbH	Germany
238030	Tex Funding	Cayman Islands
	Texas Rail Terminal LLC	United States
OC315196	The Bluebell Transportation LLP	United Kingdom
Not Registered	The Concept Blue Property Trust	Australia
	THE GLOBAL DEBT LIMITED PARTNERSHIP NO. 2	Australia
OC315171	The Goonzaran LLP	United Kingdom
	THE MACQUARIE TOPI40 INVESTMENT TRUST	South Africa
IT1872/2007	THE MF TRUST	South Africa
Not Registered	THE NSW RESIDENTIAL TRUST	Australia
	THE TRUSTEE FOR MACQUARIE EMERGING MARKETS
	INFRASTRUCTURE SECURITIES FUND	Australia
Not Registered	THE VICTORIA RESIDENTIAL TRUST	Australia
64721080	TOUCHSTONE MACQUARIE PTY LIMITED (Former Bank Group)	Australia
2012853459	Tristone Capital Global Inc.	Canada
208568022	Tristone Capital Inc.	Canada
5366079	Tristone Capital Limited Tristone Capital LLC	United Kingdom United States
6144124	Tristone Capital Nominees Limited (in Strike Off)	United Kingdom
2012712838	Tristone Capital SA Ltd	Canada
	Tristone Capital SA (Argentine Branch)	Argentina
9633603	TRYPTIC PTY LIMITED - IN LIQUIDATION	Australia
81119619	UPL DEVELOPMENTS PTY LIMITED	Australia
114734557	UPL (CATHERINE FIELD) PTY LIMITED (IN LIQUIDATION)	Australia
116908537	UPL (KIRRA) PTY LIMITED	Australia
127048659	UPL (NO 15) PTY LIMITED	Australia
127049110	UPL (NO 19) PTY LIMITED (IN LIQUIDATION)	Australia
127049254	UPL (NO 22) PTY LIMITED	Australia
116908493	UPL (NO 6) PTY LIMITED	Australia
116908582	UPL (NO 7) PTY LIMITED	Australia
116908635	UPL (NO 9) PTY LIMITED	Australia
114734986	UPL (NO. 11) PTY LIMITED (IN DEREGISTRATION)	Australia
115793685	UPL (NSW) PTY LIMITED	Australia
127049227	UPL (PALMVIEW) PTY LIMITED (IN DEREGISTRATION)	Australia
115007933	UPL (PORTARLINGTON) PTY LIMITED (IN LIQUIDATION)	Australia
120934741	UPL (QLD) PTY LIMITED (IN DEREGISTRATION)	Australia
85359833	UPL (SA) PTY LIMITED	Australia
84657616	UPL (UNDERDALE) PTY LIMITED	Australia
115912822	UPL (VIC) PTY LIMITED (IN DEREGISTRATION)	Australia
95793141	UPL (WA) PTY LTD	Australia
115007755	UPL (WHITBY) PTY LIMITED	Australia
55500902	UPMILL NOMINEES PTY LIMITED	Australia
81119495	URBAN PACIFIC PTY LIMITED	Australia
92034458	URBAN PACIFIC SPRINGTHORPE INVESTMENT PTY LIMITED (IN DEREGISTRATION)	Australia
113918166	URBAN PACIFIC (BEROWRA) PTY LIMITED	Australia
115131345	URBAN PACIFIC (FLETCHER) PTY LIMITED (IN LIQUIDATION)	Australia
114197429 3705740	URBAN PACIFIC (SOMERSET) PTY LIMITED (IN LIQUIDATION) Utility Metering Services Limited	Australia United Kingdom
	Utility Service Partners Private Label of Virginia Inc.	United States
3993140 3709191	UTILITY SERVICE PARTNERS PRIVATE LABEL, INC. UTILITY SERVICE PARTNERS, INC.	United States United States
8592916	UTOPIA PTY LIMITED (IN DEREGISTRATION)	Australia
3201303	VALCORA PTY LIMITED - IN LIQUIDATION	Australia
WK-137396	Valley Leasing Limited	Cayman Islands
107-87-51612	VALUE LOAN MORTGAGE LLC	Korea, Republic of

8586927	VARZY PTY LIMITED (IN DEREGISTRATION)	Australia
80218622	VICWIRE PARTNERSHIP PTY LIMITED (IN DEREGISTRATION)	Australia
WK-166995	West Portal Leasing Limited	Cayman Islands
	Winslow Lien Investments, LLC	United States
54813080	WOODROSS NOMINEES PTY. LIMITED	Australia
2736423	WUXTA PTY LIMITED (In Deregistration)	Australia
	YAYASAN HUTAN HIJAU (Former Non-Bank Group)	Indonesia
5532426	YBR Feeder GP Limited	United Kingdom
1449995	Yorkton Capital Partners II Inc.	Canada
1430727	Yorkton Capital Partners Inc.	Canada
BIN 100829696	Yorkton Partners 2000 Fund, LP	Canada
BIN 110589777	Yorkton Partners 2001 Fund, LP	Canada
BIN: 101242931	Yorkton Private Equity Limited Partnership	Canada
BIN: 110078755	Yorkton Private Equity Non-Resident Limited Partnership	Canada
2798503	ZELENKA PTY LIMITED - IN LIQUIDATION	Australia
4721409	ZODIAC ENERGY HOLDINGS, LLC	United States

ANNEXURE 'B'

This is the annexure marked 'B' of 1 page(s) referred to in the Notice of initial substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 11 December 2012

Consideration

Date of	Person whose relevant	Nature of change	Consideration	Number of securities		Class Person's votes
change	interest changed			affected		affected
28-Sep-12	MBL	Borrow Delivery under Stock Lending agreement - Refer to Annex C	USD 0.60	5,600,000	FPO	5,600,000
07-Dec-12	MBL	Borrow Delivery under Stock Lending agreement - Refer to Annex C	USD 0.73	900,000	FPO	900,000
21-Sep-12	MBL	Borrow Return under Stock Lending agreement - Refer to Annex D	AUD 0.71	-150,000	FPO	150,000

ANNEXURE 'C'

This is the annexure marked 'C' of 36 pages referred to in the Notice of initial substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 11 December 2012

ANNEXURE 'D'

This is the annexure marked 'D' of 38 pages referred to in the Notice of initial substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 11 December 2012

	INLAND REVENUE DEPARTMENT	香港税務局
	REVENUE TOWER, 5 GLOUCESTER ROAD, WAN CHAI, HONG KONG.	香港灣仔告士打道五號 $\omega_{\rm ph} = \omega_{\rm c} = 2 \omega_{\rm c} \sqrt{2} \Omega_{\rm c}$ 税務大樓
Your Ref.: 來函編號 Our Ref.: SBA/7905 本局檔號		ALL CORRESPONDENCE SHOULD BE ADDRESSED TO- COMMISSIONER OF INLAND REVENUE, G.P.O. BOX 132, HONG KONG. 來函請寄「香港郵政總局信箱一三二號税務局局長收」
	(IN REPLY PLEASE QUOTE OUR REF.) (來函諸鉛明本局檔案號碼)	-1 Pac United Elmited, ACR 008 583 342, a
		MACQUARIE BANK LIMITED $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and $\frac{1}{20}$ and
		SYDNEY NSW 2000 Research of the corresponding the attention of 25196740 and the an AUSTRALIA $\frac{1}{100000000000000000000000000000000000$
		Will her only Macroscour Ballic and Station on Brothers Cables: INLANREV Invited.

Dear SirIMadam,

Repistration of Stock borrow in^ and Lending Agreement -..

I refer to the Stock Borrowing and Lending Agreement / Addendum to the Stock Borrowing and Lending Agreement dated 24-MAY-95 which you forwarded to this Office on 26-JUN-95 for registration. Please be advised that the said Agreement has been registered under reference numberSBA1 7905. You are requested to quote this reference number in all hture correspondence in relation to this ~~reement.

As a borrower under a stock borrowing and lending agreement, you are required under Section 19(13) of the Stamp Duty Ordinance (Cap. 117) to -

• (a) maintain a Stock Borrowing Ledger containing the particulars as those in6ludkd in the sample form SBUL3 attached to record particulars of all stock borrowings and any related stock returns, and
• (b) where in any period of 6 months ending on 30 June or 31 December there is any stock borrowing, stock return, payment of stamp duty arising from any stock borrowing, or there is any unsettled stock borrowing brought forward from previous period, furnish a Return in the form specified in the SBULl attached by no later than the 30th day after the end of the period to which it relates.

The Stock Borrowing Ledger should be kept in your usual place of business and be available for inspection for the purposes of Section 54(4) by the Collector of Stamp Revenue or other persons authorized by him.

Your attention is drawn to Section 19(14) which provides that a borrower who enters any false or misleading particulars in the Stock Borrowing Ledger and/or Return's with intent to defraud the government commits an offence which is punishable with a fine of \$10,000 and imprisonment for 1 year. A borrower will also be liable to a penalty of \$5,000 under Section 19(15) for failing to comply with the requirements of Section 19(13).

The copy of the registered Stock Borrowing Agreement/Addendum is retuqed herewith for your retention.

Yours faithfully,

for Collector of Stamp Revenue

EgI];P% C.C. Messrs.

&@P%% Your Ref.:

i

• (1) SALOMON BROTHERS INTERNATIONAL LIMITED a company incorporated under the laws of England and Wales whose registered office is at Victoria Plaza, 111 Buckingham Palace Road, London SWlW OSB, United l" Kingdom and
• the laws of

WHEREAS:-

The Parties hereto are desiroug/of amending the terms of the stock lending agreement between them dated 13 July, 1994 (as the same may-be amended or replaced) (hereinafter referred to as the "Agreement") in order that all stock loan transactions entered into by the parties from the 8th day of July 1994 pursuant to the Agreement qualify for an exemption from stamp duty in Hong Kong; and

WHEREAS:-

The Parties desire that all stock loan transactions entered into by them from the 8th day of July 1994 shall be subject to the terms of this Addendum r 3.1 3 ZD

NOW THIS AGREEMENT WXTNESSETH AND IT IS HEREBY AGREED AtS FOLLOWS \$ 2~

1. Interpretation

"Ordinance"

(a) "Collector" means the Collector of Stamp appointed under section 3 of the Ordinance: 0 2.

4 2 7

g 3

"Hong Kong Stock" has the meaning set out in section 2 of t Ordinance;

"Listed Hong Kong Stock" means Hong Kong Stock the sale vyl purchase of which in Hong Kong are subject to the rules and regulations of the Kong Stock Exchange

means the Hong Kong Stamp Ordinance (Cap. 1 l7), as amended from time to time; and

"Stock Borrowing" has the meaning set out in section 19(16) of the Ordinance

¹ScYf~f~~a~ ggaMp%m Q~R~F.I\$~~ e#d ⁺ ! /- .___^___ ^ ----- --" /, .--- - -II._ _ *_*- ^bu -A+-" -----__ I*' #,,' -\7 - I- ,/' I OVERSEAS SECURITIES LENDING AGREEMENT 'i 1b

P

BETWEEN

SALOMON BROTHERS INTERNATIONAL LIMITED

AND

MACQUARIE BANK LIMITED

DATED

I- L-T CONTENTS PAGE

1:

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	1.	Interpretation
	2.	Loans of Securities
	3.	Delivery of Securities
	4.	Rights and Title
	5.	Rates
	6.	Collateral
	7.	Redelivery of Equivalent Securities
	8.	Set-off Etc
	9.	Events of Default
	10.	Lender's Representations, Warranties and Undertakings 20
	11.	Borrower's Representations, Warranties and Undertakings 21
$\mathbb{R}^2$	12.	The Parties' Financial Condition
	13.	Taxation
	14.	Outstanding Payments
	15.	Termination of Course of Dealings by Notice
	16.	Cross-Default, Cross-Collateralisation
	17.	Severance
	18.	Specific Performance
	19.	Notices
	20.	Assignment
	21.	Non-Waiver
	22.	. Time
	23.	Governing Law; Waiver of Immunity; Submission to Jurisdiction 25

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1

• (1) Salomon Brothers International Limited ("Salomon"), a company "meowmed fie laws of wand and Wales whose registered office is at Victoria Plaza, 1 1 1 Buckinghm Pdxx &ad, London SW 1 W OSB and

• (2) Matquark Bank LWM ("Macquarie"), a company incor~omted under the laws of whose principal offke k at Level 22, 20 Bond Street, Sydney, NSW 2000.

• 1. The Parties hereto are desirous of agreeing a procedure whereby either Par@ ¹ (the "Lender") may available to the other Party (the "Borrower") from time to time Securities (as hereinafter defined) to enable the Borrower to fulfil a contract to sell such Seaxities or to replace an existing loan of Securities to a third party or to on lend such securities to a third party to enable such party to fu1fiI a contract to sell such Securities. 1
• 2, All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defined) TOGETHER WITH current market practices, customs and conventions. 1 ^ei- -4

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS

1. INTERPRETATION

(A) In this Agreement:-

"Alternative Collateral"

means Collateral of a Value equal to the Collateral delivered pursuant to Clause 6 and provided by way of substitution for Collateral originally delivered or previously substituted in accordance with the provisions of Clauses 6(E) or 6(F);

"Appropriate Tax Vouchers "

means such tax vouchers andlor certificates as evidence payment to the relevant tax authority in respect of interest, dividends, distributions andlor other amounts relating to particular Securities;

i..

"Assured Payment " means a payment obligation of a Settlement Bank arising (under the Assured Payment Agreement) as a result of a transfer of stock or other securities to a I

1. CGO stock account of a member of the CGO for whom that Settlement Bank is acting; r b-a "Assured Payment Agreement" means an agreement dated 24th October ¹⁹⁸⁶

between the Bank of England and all the other banks . r which are for the time being acting as Settlement L F Banks in relation to the CGO regulating the - obligations of such banks to make payments in ^{b I}respect of transfers of securities through the CGO, i, as supplemented and amended from time to time;

"Base Currency " has the meaning given in the Schedule hereto;

in relation to Equivalent Securities or Equivalent Collateral means the best available bid price thereof on the most appropriate market in a standard size;

means: -

"Bid Price "

"Bid Value"

• (a) in relation to Equivalent Collateral at a particular time: -
• (i) in relation to Collateral Types A fix) and C (more specifically referred to in the Schedule) the Value thereof as calculated in accordance with such Schedule;
  • in relation to afl other types of Collateral (more specifically referred to in the Schedule) the amount which would be received on a sale of such Collateral at the Bid Price thereof at such time less all brokers' fees and commissions and all other costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts paid to the Lender prior to such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and
• (b) in relation to Equivalent Securities at a particular time the amount which would be

received on a sale of such Equivalent Securities at the Bid Price thereof at such time less all brokers' fees and commissions and all other costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction;

means a request made (by telephone or otherwise) by the Borrower to the Lender pursuant to Clause 2 specifying the description, title and amount of the required by the Borrower, the proposed Settlement Date and duration of such borrowing and the date, time, mode and place of delivery which shall, where relevant, include the bank agent clearing or settlement system and account to which delivery of the Securities is to be made;

means a day other than a Saturday or Sunday on which banks and any relevant securities markets are open for business in London, Sydney and in the designated place of delivery of any relevant borrowed Securities or Collateral and if on such day any currency transfer (other than Cash Collateral) is to be made between the Parties (or their designated Nomhees), such a day on which, additionally, banks are open for business in the principal market of such currency;

means Collateral that takes the form of a deposit of currency;

means the computer based system established by the Bank of England and The Stock Exchange to facilitate the book-entry transfer of gilt-edged securities;

shall have the meaning specified in paragraph (B) of the Schedule;

means the requirements of the CGO for the time being in force as defined in the membership agreement regulating membership of the CGO;

means in relation to any particular loan or delivery of Securities the final time on a Business Day at which settlement of those securities can take place in the primary market on which such securities are dealt in order to constitute good delivery that day or

th d "Borrowing Request"

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"Business Day "

7 "Cash Collateral "

r "Central Gilts OfSice " L, or "CGO "

"CGO Collateral "

E*" "CW Rules"

k "Close of Business "

at the depository at which the securities are to be delivered, and in relation to the delivery of Collateral in the form of cash, means the time at which banks close in the business centre in which the delivery or return of that Collateral is to be made and (if applicable) by which delivery must be made in order to ensure that the recipient receives value that day;

"Collateral " means such securities or financial instruments or deposits of currency as are referred to in the Schedule hereto or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and shall include the certificates and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate), and shall include Alternative Collateral;

"Equivalent Collateral" in relation to any Collateral provided under this or "Collateral equP'gaakeM b " Agreement means Collateral of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:

• (a) in the case of conversion, subdivision or consolidation, the securities into which the relevant Collateral has been converted, subdivided or consolidated;
• (b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
• (c) in the case of a takeover, a sum of money or securities, being the consideration or alternative consideration which the Borrower has directed the Lender to accept in accordance with Clause 4(B)(iii);
• (d) in the case of a call on partly paid securities, the paid-up securities PROVIDED THAT the

4

Borrower shall have paid to the Lender the sum due;

• (e) in the case of a capitalisation issue, the relevant Collateral TOGETHER WITH the securities allotted by way of a bonus thereon;
• (0 in the case of a rights issue, the relevant Collateral TOGETIlbER WITH the securities allotted thereon, which the Borrower has directed the Lender to take up in' accordance with Clause 4(B)(iii), PR0Vfl)ED ,THAT the Borrower shall have paid to thezLnder all and any sum due in respect thereof; and
• (g) in the case of any event similar to any of the foregoing, the relevant Collateral TOGETHER WITH or replaced by a sum of money or securities equivalent to that received in respect of such Collateral resulting from such event;

"Eqaivakent Securities "

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means securities of an identical type, nominal value, description and amount to particular Securities borrowed and such term shall include the certificates and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:

• (a) in the case of conversion, subdivision or consolidation, the securities into which the borrowed Securities have been converted, subdivided or consolidated;
• (b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
• (c) in the case of a takeover, a sum of money or securities, being the consideration which the Lender has directed the Borrower to accept in accordance with Clause 4(B)(iii);
• (d) in the case of a call on partly paid securities, the paid-up securities PROVIDED THAT the

1- Lender shall have paid to the Borrower the sum due;

• i. (e) in the case of a capitalisation issue, the PB"" borrowed Securities TOGETHER WITH the 1 ⁱsecurities allotted by way of a bonus thereon; d
• (0 in the case of a rights issue, the borrowed S-i~a WITH the securities allotted thereon, which the Lender has directed the Borrower to take up in accordance with Chuse 4(B)(iii), PROVIDED THAT the Lender sb.& have paid to the Borrower all and any sum due in respect thereof; and
• (g) in the case of any event similar to any of the foregoing, the borrowed Securities TOGETHER WITH or replaced by a sum of money or securities equivalent to that received in respect of such borrowed Securities resulting from such event;

"Event of Default" has the meaning given in Clause 9;

r "Margin " shall bave the meaning specified in the Schedule L Add hereto;

r' "Nominee " means an agent appointed by either Party to accept L. delivery of, hold or deliver Securities, Equivalent Securities, Collateral andlor Equivalent Collateral k on its behalf whose appointment has been notified to I& the other Party;

i. "OfSer Price " in relation to Equivalent Securities or Equivalent L. Collateral means the best available offer price p~ga. thereof on the most appropriate market in a standard size;

• (a) in relation to Collateral equivalent to Collateral r types A (ix) and C (more specifically referred L, to in the schedule hereto) the Value thereof as calculated in accordance with such Schedule; ⁱand
• (b) in relation to Equivalent Securities or Collateral r equivalent to all other types of Collateral (more k specifically referred to in the Schedule hereto), the amount it would cost to buy such 7-

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"OfSer Value " means:-

6

L Equivalent Securities or Equivalent Collateral at the Offer Price thereof at such time together with all brokers fees and commissions, transfer taxes and all other costs, fees and expenses that would be incurred in connection therewith, 1 calculated on the assumption that the aggregate 1- ?d thereof is the least that could reasonably be I""" expected to be paid in order to carry out the transaction;

means the Lender and the Borrower and "Party" shall be construed accordingly;

means:

(a) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to types A (ii), (iv), (vii), (viii), (x) and (xi) (more specifically referred to in the Schedule hereto), such price as is equal to the mid market quotation of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service (such as the services provided by Reuters, Extel Statistical Services and Telerate) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case at Close of Business on the previous Business Day; and

(b) in relation to the valuation of Collateral and/or Collateral equivalent to Collateral types A(iii), P'9 (v) and (vi) (more specifically referred to in the li Schedule hereto), the market value thereof as L # derived from the rates bid by Barclays Bank r IkC for such instruments or, in the absence of C, such a bid, the bid rate established by the London Discount Market Association for such instruments at Close of Business on the previous Business Day;

f- "Rules " means the rules and regulations for the time being of i, The Stock Exchange (where either Party is a member of The Sfock Exchange) andlor any other regulatory 1. authority whose rules and regulations shall from time ^Ld to time affect the activities of the Parties pursuant to ^mthis Agreement; provided that with respect to all t

"Parties "

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matters of United Kingdom tax law, regulations or interpretation, "Rules" shall mean the stock lending regulations for the time being in force of the Commissioners of the Inland Revenue and any associated procedures required pursuant thereto;

Tax (Stock Lending) Regulations 1989 (S. 1. 1989 No. 1

⁴1299) (as amended by the Income Tax (Stock Lending) \ (Amendment) Regulations 1990 (5.1. 1990 No. 2552)) 1

or any statutory modification or re-enactment thereof for the time being in force and which are the subject of a loan pursuant to this Agreement and such term shall include the certificates and other documents of title in

"Securities " means Overseas Securities as defined in the Income 1

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"Settlement Bank" means a settlement member of the CHAPS and Town Clearing systems who has entered into contractual arrangements with the CGO to provide Assured Payment facilities for members of the CGO;

"Settlement Date" means the date upon which the Securities are transferred to the Borrower in accordance with this Agreement;

"Taxes Act" The United Kingdom Income and Corporation Taxes Act 1988;

"The Stock Exchange" means the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; and

"Value " at any particular time means in respect of Securities andlor Equivalent Securities, the Reference Price thereof, and in respect of Collateral and/or Equivalent Collateral such worth as determined in accordance with the Schedule hereto.

(B) All headings appear for convenience only and, shall not affect the interpretation hereof.

respect of the foregoing;

(C) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "redeliver" etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obligated to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.

(D) For the purpose of determining any prices or values of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral)

under this Agreement, prices, values or amounts stated in currencies other than the Base Currency shall be converted into the Base Currency at the spot rate on the London market for the purchase of the Base Currency with the currency concerned, at or about 11.00 am London time on the day on which the calculation is to be made or, if that day is not a Business Day or the calculation needs to be made before 11.00 am on that day, the immediately preceding Business Day.

(El Whe~e at any time there is in existence any other agreement between the Parties the tern of which make pxovisio~ls for the lending of Securities (as defined in this Agreement) as well as other securities, the terms of this Agreement shall apply to the lending of such Securities to the exclusion of any other such agreement, The Parties acknowledge for the avoidance of doubt that no ag providing for the simultaneous sale and repurchase of smrities (a repurchase agreement) is an agreement for the lending of Securities or other securities subject to the foregoing provision.

2. LOANS OF SECURITIES

• (A) The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities fkom the Lender in accordance with the terms and conditions of this Agreement and with the Rules PROVIDED ALWAYS THAT the Lender shall have received from the Borrower and accepted (by whatever means) a Borrowing Request.
• k # (B) The Borrower has the right to reduce the amount of Securities referred to in a Borrowing Request PROVIDED THAT the Borrower has r notified the Lender of such reduction in good time to enable the revised L- ' request to be implemented on the Settlement Date.
• L! (C) In the event of the Lender being unable to lend such Securities on the date requested by the Borrower, the Lender shall advise the Borrower f' accordingly and may notify the Borrower of the amount and type of b8 .+ Securities available andlor an alternative date on which it is able to lend such Securities and the Borrower shall notify the Lender of its ⁱacceptance or refusal thereof as soon as reasonable practicable. ⁱ

f- 3. DELIVERY OF SECURITIES

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The Lender shall procure the delivery of Securities to the Borrower and deliver such Securities in accordance with the relevant Borrowing Request TOGETHER WITH appropriate instruments of transfer duly stamped and such other instruments as my be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct of the relevant instruments of transfer, or in the case of Securities held by an agent or a clearing or settlement system on the effective instructions to such agent or the operator of such system to UIB"U hold the Securities absolutely for the Borrower, or by such other means as may be agreed. Rrah

he (B) In the case of Securities title to which is registered in a computer based llnasl system which provides for the recording and transfer of title to such Securities by way of book entries, delivery and transfer of title shall take h.ni place in accordance with the rules and pr es of such system as in r force from time to time. i, 4. RIGHTS AND TITLE

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• k ,, (A) The Parties shall execute and deliver all necessary documents and give all necessary imtmctions to procure that all right, title and interest in:
• (i) any Securities borrowed pursuant to Clause 2;
• r (ii) any Equivalent Securities redelivered pursuant to Clause 7; LC.
• ?+ (iii) any Collateral delivered pursuant to Clause 6; and
• i : (iv) my Equivalent Collateral redelivered pursuant to Clauses 6 or 7;

k. shall pass from one Party to the other subject to the terms and conditions mentioned herein and (if applicable) in accordance with the Rules, on r, delivery or redelivery of the same in accordance with this Agreement, free from all liens, charges and encumbrances. The Party acquiring such right, title and interest shall have no obligation to return or ⁱredeliver any of the assets so acquired but, in so far as any Securities are t, loaned to or any Collateral is delivered to such Party, such Party shall r be obligated, subject to the terms of this Agreement, to redeliver t,, Equivalent Securities and Equivalent Collateral.

Unless agreed otherwise in writing by the Borrower and the Lender with respect to any particular loan or loans of Securities, the Borrower shall, on the date of the payment or distribution of any interest, dividend or other distribution of any kind whatsoever (each a "Distribution") on or with respect to any borrowed Securities (the "Relevant Payment Date"), pay or deliver a sum of money or property, as the case may be, in respect of such Distribution (together with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Lender or its Nominee, irrespective of whether the Borrower received the same. Unless agreed otherwise in writing by the Borrower and the Lender, the amount of any such payment or delivery shall be equal to the amount of the relevant Distribution without any deduction for or on account of any tax withheld by or on behalf of the relevant issuer in respect of such Distribution but together with the amount of any overseas tax credit (as defined in

the Rules) arising in respect of such Distribution (in aggregate, the "gross amount"); PROVIDED, HOWEVER, THAT where the Borrower is required, pursuant to the Rules, to account to the Inland Revenue for any amount in respect of the relevant withholding tax (as defined in the Rules) or any other UK tax (in each case other than as a result of a failure by the Borrower to provide itpprop~adg?. s or disclosures to the Inland Revenue, the provision of which would have excepkd the Borrower from ment) with respect b such on, the Borrower deliver to the Lender or its ash or property, as the case may be, in respect of such Distribution which shall be equal to the gross amount of such Distribution less the aggregate of (i) such relevant withholding tax and (ii) any such other UK tax. The Borrower shall provide the Lender upon the Lender's request relevant Appropriate Tax Vouchers. For the avoidance of doubt, the Parties agree and acknowledge that if the provisions of paragraph 5 of Schedule 23A to the Taxes Act shall apply to any Distribution with respect to which the Borrower would have been able to make payment to the Lender without accounting for any relevant withholding tax or other UK tax had the provisions of paragraph 4 of such Schedule applied thereto, the obligation of the Borrower to the Lender shall, with respect to such Distribution and absent any written agreement to the contrary, be to pay to the Lender .the gross amount of such Distribution as set forth above without any deduction or offset in respect of any amount set forth in the Appropriate Tax Voucher which the Borrower is obliged to provide to the Lender relating to such Distribution. In the event of the Borrower failing to remit either directly or by its Nominee the said sum, the Borrower hereby undertakes to pay a rate to the Lender (upon demand) on the amount due and outstanding at the rate provided for in Clause 14 hereof. Such sum shall accrue daily commencing on and inclusive of the third Business Day after the Relevant Payment Date to but excluding the date of payment, unless otherwise agreed between the Parties.

(ii) Each Party hereby undertakes to use its best endeavours to mange for any voting rights attached to any borrowed Securities and/or Equivalent Securities held in respect thereof, or any Collateral and/or Equivalent Collateral held, to be exercised in accordance with the instructions of the Lender or Borrower (as the case may be) PROVIDED ALWAYS THAT each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable or as otherwise agreed between the Parties. For the avoidance of doubt the Parties agree that subject as hereinbefore provided, any voting rights attaching to such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral shall be exercisable by the persons in whose name they

are registered or in the case of Securities, Equivalent Securities, Collateral and/or Equivalent Collateral in bearer form, the persons by or on behalf of whom they are held, unless otherwise agreed between the Parties.

• (iii) Each Party hereby undertakes to use its best endeavours to procure that all reasonable instructions received from the other Party in respect of conversions, subdivisions, consolidations, redemptions, takeovers, pre-emptions, option or other rights are complied with in respect of such Securities, Equivalent Securities, Collateral andlor Equivalent Collateral PROVIDED THAT each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such action is to be taken, unless otherwise agreed between the Parties.
• Any payment to be made by the Borrower under this Clause shall be made in a manner to be agreed between the Parties.

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• (A) The Borrower shall pay to the Lender, in respect of each loan of ¹ Lsd Securities, such rate as shall be agreed between the Parties from time to time on the Value (as of the time of the borrowing, as adjusted by any P" ⁱ L, subsequent marks to market) of Securities borrowed pursuant to this ¹ Agreement and in respect of which Equivalent Securities have not been ¹ I- redelivered or otherwise accounted for to the Lender. ⁱ
• (B) The Lender shall pay to the Borrower such rates as shall be agreed between the Parties from time to time on any Cash Collateral deposited with the Lender pursuant to this Agreement.
• The payments referred to in sub-clauses (A) and (B) hereof shall (subject to sub-clause (D) below) be payable in the Base Currency and accrue daily in respect of the period commencing on and inclusive of the Settlement Day and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral repaid or otherwise accounted for to the Lender in accordance with this Agreement. The sums so accruing shall be paid in arrears concurrently with the termination of the relevant loan of Securities, unless provisions for periodic payment have been agreed between the Parties and set forth in the relevant Borrowing Request.
• Any monies paid pursuant to sub-clauses (A) and (B) hereof may be in the form of currency other than the Base Currency paid in a manner and at a place to be agreed in writing between the parties.

*a, 6. COLLATERAL

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• (A) (i) Subject to sub-clauses (B) and (C) below, the Borrower undertakes to deliver Collateral to the Lender (or in accordance with the Lender's instructions) TOGETHER WITH appropriate instruments of transfer duly stamped and such other instruments as may be requisite to vest title thereto in the Lender simultaneously with delivery of the borrowed Securities and in any event no later than Close of BUS~SS on the Settlement Date. Collateral may be provided in any of the forms in the Schedule hereto (as agreed between the Parties).
• (MI Where Cohterd is delivered to the Lender's Nominee any obligation under this Agreement to redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee.
• (B) Where CGO Collateral is provided to the Lender or its Nominee:-
• (i) If such CGO C081ateral is provided by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender shall be to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references (howsoever expressed) in fhis Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, the Assured Payment obligation generated on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue daily where CW Collateral is delivered-by-value for as long as the relevant loan remains outstanding.
• 1, (ii) If CGO Collateral is provided by delivery-by-value to a Lender or its Nominee, the Borrower may consolidate such Collateral with ^fother CGO Collateral provided by the same delivery to a third L, party for whom the Lender or its Nominee is acting.

• C (C) In the case of Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to such r Collateral by way of book-entries, delivery and transfer of title shall 'L * take place in accordance with the rules and procedures of such system as in force fiom time to time.

• Where Cash Collateral is provided, the sum of money so deposited (as such sum may be adjusted in accordance with Clause 6(G)) shall be held by the Lender until Equivalent Securities (in respect of the Securities relating to such Cash Collateral) are redelivered. Subject to Clause 6(G)(ii), the Cash Collateral shall be repaid at the same time as such redelivery of Equivalent Securities takes place and the Borrower shall not, at my he prior to such redelivq, assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. If the Borrower fails to mqBy with its obligations for such redelivery of Equivalent Securities, the Lender shall have the right to apply the Cash Collateral by way of set-off in accordance with Clause 8.

• 7 b- + (E) The Borrower may from time to time call for the repayment of any Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered PROVIDED TWAT at the time of such repayment or redelivery tfie Borrower delivers Alternative Collateral acceptable to the Lender.
• Where Collateral is delivered in respect of which any interest, dividend or other distribution or other distribution my become payable, the Borrc~wer will call for the redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be redelivered prior to any such interest, dividend or other distribution becoming payable to the Lender. At the time of such redelivery the Borrower shall deliver Alternative Collateral.
• The Value of the Collateral delivered to or deposited with the Lender or its nominated bank or depository shall bear from day to day the same proportion to the Value of the borrowed Securities as the Collateral represented when it was originally provided. Accordingly, unless otherwise agreed between Parties:
  • (i) the aggregate Collateral delivered or deposited while any loan of Securities continues shall be equivalent in Value to the aggregate of the Value of the borrowed Securities then outstanding and the Margin applicable thereto;
  • (ii) if on any Business Day such Value of the Collateral exceeds the aggregate of the Value of the borrowed Securities then outstanding and the Margin applicable thereto, the Lender shall (on demand) repay such Cash Collateral or redeliver to the Borrower such Equivalent Collateral as is required to maintain the agreed Margin at Close of Business on the said Business Day; and
  • (iii) if on any Business Day such Value of the Collateral falls below the aggregate of the Value of the borrowed Securities and the Margin applicable thereto, the Borrower shall provide such further

Collateral to the Lender as is required to maintain the agreed Margin at Close of Business on the said Business Day.

7. REDELIVERY OF EQUIVALENT SECURITIES

• (A) The Borrower undertakes to deliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Borrowing Request. of doubt, my reference herein or in any other agreement or nication between the Parties (howsoever expressed) \$0 :, obligation to redeliver or account for or act in relation to borrowed ities shall accordingly be comW as a reference to an obligation ta deliver or accomt for or act in relation to Equivalent Securities.
• (B) Subject to Clause 8 hereof and the terms of the relevant Borrowing Request, the Lender may call for the delivery of all or any Equivalent Securities at any time in the ordinary course of business upon notice of not less than the standard settlement time for such Equivalent Securities on the exchange through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided deliver such Equivalent Securities not later than the expiry of such notice in accordance with the Lender's instructions. Simultaneously with the delivery of the Equivalent Securities in accordance with such call, the Lender shall repay any Cash Collateral and deliver to the Borrower Collateral equivalent to the Collateral delivered pursuant to Clause 6 in respect of the borrowed Securities. For the avoidance of doubt, any reference herein or in any other agreement or communication between the Parties (however expressed) to an obligation to redeliver or account for or act in relation to Collateral shall accordingly be construed as a reference to an obligation to deliver or account for or act in relation to Equivalent Collateral.
• (C) If the Borrower does not deliver Equivalent Securities in accordance with such call, the Lender may elect to continue the loan of Securities PROVIDED THAT if the Lender does not elect to continue the loan the Lender may by notice to the Borrower elect to terminate the loan. Upon the expiry of such notice the provisions of Clause 8 shall apply.
• (D) If either Party does not return any securities Collateral, Equivalent Collateral or Equivalent Securities as provided herein, that Party agrees to reimburse the other Party for any reasonable losses caused by such other Party's inability to redeliver such securities to a subsequent purchaser, except that such other Party shall take all reasonable steps to minimise any such loss.

(E) The Borrower shall be entitled to terminate at any time a particular loan of Securities and to deliver all or any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions. The Lender shall accept such delivery and sirnultaneously therewith shall repay to the Borrower any Cash Collateral or, as the case may be, deliver Collateral equivalent to the Collateral provided by the Borrower pursuant to Clause 6 in respect thereof.

• Where a TALISMAN short term certificate (as described in paragraph (C) of the Schedule) is provided by way of Collateral, the obligation to deliver Equivalent Collateral is satisfied by the delivery of the certificate to fie Borrower or its expiry as provided for in such -cate.
• (G) Where a Letter of Credit is provided by way of Collateral, the obigation to deer Equivalent Collateral is satisfied by the Lender redelivering fm wcenation the Letter of Credit so provided, or where the Letter of Credit is provided in respect of more than one loan, by ithe Lender consenting to a reduction in the value of the Letter of Credit. -- -

SET-OPF ETC

• (A) On the date and time (the "Performance Date") that Equivalent Securities are t~ be delivered or are required to be delivered by the Borrower in accordance with the provisions of this Agreement, the Lender shall simultaneously deliver the Equivalent Collateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be delivered) to the Borrower. Neither Party shall be obligated to make delivery (or mnke payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. If it is not so satisfied (whether because an Event of Default has occurred in respect of the other Party or otherwise), it shall notify the other Party and unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party (the "Defaulting Party") and in this event:-
• (i) the Relevant Value of the Securities to be delivered (or payment to 1 be made, as the case may be) by each party shall be established in accordance with Clause 8(B); and I

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(ii) on the basis of the Relevant Values so established, an account shall be taken (as at the Performance Date) of what is due from each Party to the other (including any interest accrued and fees payable in accordance with Clause 5) and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the ¹Relevant Value thereof) the sums due from one Party shall be set- 1 off against the sums due from the other and only the balance of the ¹ account shall be payable (by the Party having the claim valued at I I - the lower amount pursuant to the foregoing) and such balance shall -T be payable on the Performance Date.

'b (B) For the purposes of Clause 8(A) the Relevant Value:-

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• I&- (i) of any cash payment obligation shall equal its par value in the Base Currency (any conversion required in respect of any obligation in another currency to be made in accordance with the provisions of Clause I@) hereof); !
• r (ii) sf any Securities to be delivered by the Defaulting Party shall, ⁱ subject to paragraph (iv) below, equal the Offer Value thereof; ⁱ

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• (iii) of any Securities to be delivered to the Defaulting Party shall, subject to paragraph (iv) below, equal the Bid Value thereof; and
• (iv) notwithstanding the foregoing provisions (ii) and (iii), of any ¹ Securities to be delivered, if an Event of Default described in any of subclauses (A) through (G) (inclusive) of Clause 9 has occurred i 1 (in respect of either Party), shall equal the Value thereof calculated ⁵ at the time such Event of Default occurs or (if required by the terms of Clause 9) written notice has been served (as the case may ^tbe) with respect to such Event of Default. ^t
• (C) For the purposes of Clause 8@), the Bid Value and Offer Value of any Securities shall be calculated at the close of business in the relevant market for such Securities on the Performance Date. For the purposes of Clause 8(B), all Offer Values, Bid Values and Values shall, if not originally expressed in the Base Currency, be converted into the Base Currency in accordance with the provisions of Clause 1(D) hereof. For purposes of this Clause 8, and notwithstanding the definition thereof, all calculations of the "Reference Price" shall be made by a pricing source or dealer, as the case may be, chosen in good faith by the non-Defaulting Party.
• Qh ^I@) Any reference in this Clause 8 to Securities shall include any asset other than cash provided by way of Collateral.
• i. (E) If an Event of Default occurs in respect of either Party, that Party's delivery and payment obligations in respect of each and every I-- outstanding loan of Securities hereunder (and any other obligations it has Li under this Agreement) shall be accelerated so as to require performance thereof at the time such Event of Default occurs or, if applicable, notice r of such Event of Default has been given in accordance with Clause 9. For the avoidance of doubt, the Parties acknowledge that such time shall r constitute the Performance Date referred to in Clause 8(A) above in kd respect of such accelerated obligations.

Where, pursuant to the provisions of this Agreement, a Party performs an obligation in respect of the delivery of Securities or Collateral or the payment or transfer of money (by way of deposit or other wise) at a time when the other Party, in accordance with this Agreement, is required to perform a similar obligation simultaneously with the performance of the first Party's obligation but, nevertheless, the second Party's obligation is not performed simultaneously, the second Party shall hold on trust for the first Party any assets (including cash) that it receives from the first Party prior to the performance of its own obligation being completed PROVIDED ALWAYS THAT the second Party shall be a\$ liberty to dispose of any such assets to the extent such disposal ocems in the ordinary course of its business for the settlement of bargains and PROVIDED FURTHER THAT any such trust shall terminate upon the completion of the performance of the aforesaid obligations of the second Party or disposal of such assets whichever shall first occur. Without limiting the generality of the foregoing, the Parties acknowledge that market practice and conditions might from time to time cause one Party to agree to delivery of assets hereunder before delivery by the other Party of assets hereunder. The Parties agree that no such delivery in respect of any loan of Securities shall be deemed a waiver or amendment of the obligations of the Parties under &is Agreement providing for simultaneous performance or the rights of either Party under, inter alh, this Clause 8. EVENTSOFDEFAULT ----,,--,--,--I ^f

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Each of the following shall be an Event of Default for the purpose of Clause 8:-

• (A) a receiver, administrator, liquidator or trustee or analogous officer being appointed over all or any material part of the property of the Borrower or the Lender;
• LA (B) the Borrower or the Lender seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or C analogous officer of it or any material part of its property;
• (C) the Borrower or the Lender passing a resolution for its voluntary winding-up (otherwise than for the purpose of corporate reconstruction or amalgamation);
• LtW (D) a petition being presented or filed'(other than by a Party in respect of any obligation under this Agreement) in any court or before any agency r*"" alleging or for the bankruptcy, winding-up or other insolvency of the I- Borrower or the Lender (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, E administration, liquidation, dissolution or similar relief under any b-% present or future statute, law or regulation, such petition (except in the

case of a petition for winding-up or any analogous proceeding) not having been stayed or dismissed within 30 days of its filing;

• (E) the Borrower or the Lender making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors;
• (F) the Borrower or the Lender admitting in writing its inability to pay its debts as they become due;
• (G) a floating charge c~~ing over all or any material part of the property of the &rrower or the Lender;
• (H) any steps preparatory to any of the matters referred to in any of the foregoing sub-clauses (A) through (G) (inclusive) being taken;
• (I) the Borrower being declared in default by the appropriate authority under the Rules or being suspended from membership of its regulatory organisation;
• (J) the Borrower or tEve Lender ceasing or threatening to cease to carry on its business;
• ) any assets of the Borrower or the Lender or any assets of investors held by or to the order of the Borrower or Lender being transferred to a trustee pursuant to the Financial Services Act 1986 or any statutory modification or re-enactment thereof for the time being in force or to any equivalent person in any other relevant jurisdiction;
• (L) any Equivalent Securities not being redelivered to the Lender in accordance with Clause 7;
• (M) any Distributions not being paid or delivered to the Lender in accordance with Clause 4, or any amounts due pursuant to Clause 5 hereof not being paid when due, and in any such case such default is not cured within two Business Days after notice;
• (N) the Lender failing to return or the Borrower failing to deliver Collateral in accordance with Clause 6 and, in either case, such default is not cured within two Business Days after notice;
• (0) any representation made by the Lender to the Borrower under Clause 10 or Clause 12, or any representation made by the Borrower to the Lender under Clause 11 or Clause 12, having been materially incorrect when made or deemed made; and
• (P) a final judgment or order for the payment of money being rendered against the Borrower or the Lender, as the case may be, and such

judgment shall not have been discharged or its execution stayed pending appeal within 60 days of entry or such judgment shall not have been discharged within 60 days of expiration of any such stay;

AND, in respect of an event mentioned above in relation to a Party (except for those described in sub-clauses (A), (B), (C) or (D), with respect to which no notice shall be required), the other Party has served written notice on such Party stating that such event shall be treated as an Event of Default for the purposes of this Agreement.

10. LENDER'S REPRESENTATIONS, WiWRAMTES AND s

The Lender hereby represents, warrants and undertakes on a continuing basis to the intent that such representations and warranties shall survive the completion of any transaction contemplated herein that:

• (A) it has been approved as such by the Inland Revenue and will do nothing to prejudice such approved sQ~u~s, and all representations made by it or on its behalf with respect to its status under and compliance with the Rules as the same relate to tax matters are true and accurate in all material respects, and it will immediately notify the Borrower if such at any time ceases to be the case;
• i. (B) it has power to execute and deliver this Agreement, to enter into the loans contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;
• I7 (C) the person signing this Agreement on its behalf is duly authorised to do L so on its behalf;
• (D) this Agreement constitutes, and each loan will constitute, a legal, valid and binding obligation enforceable against it in accordance with its r term (except as enforceability may be limited by applicable laws relating to enforcement of creditors' rights generally);

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r (E) the execution, delivery and performance by it of this Agreement and L each loan hereunder will to its knowledge comply with its memorandum and articles of association or, as appropriate, its charter and bylaws and ^Fall applicable laws and regulations including those of any applicable i regulatory organisation or self-regulatory organisation, and it has r obtained and kept in force any necessary licences, authorisations and consents for execution, delivery and performance; i.

~99 (F) it will not enter into any loan under this Agreement in circumstances i. where it is aware that section 129 of the Income and Corporation Taxes Act 1988 will not apply in respect of that loan;

• *a (G) it is absolutely entitled to pass full legal and beneficial ownership of all ~H""B. Securities provided by it hereunder to the Borrower free from all liens, charges and encumbrances; and
• w=- (H) no Event of Default has occurred or is continuing with respect to it.

The representations and warranties set out in Clause 10 shall be deemed r"" repeated by the Lender on the date of acceptance by it of each Borrowing Repest issued hereunder and on the Settlement Date for any loan of borrowed Securities hereunder.

L, 11. BOmOm'S REPRESENTATIONS, WARRANTIES AND r mERTmGS

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i, The Borrower hereby represents, warrants and undertakes on a continuing r basis to the intent that such representations and warranties shall survive the b, completion of any transaction contemplated herein that:

• (A) it has all necessary licenses and approvals, and is duly authorised and empowered, to perfom is duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
• (B) it has power to execute and deliver this Agreement, to enter into the loans contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;
• (C) the person signing this Agreement on its behalf is duly authorised to do so on its behalf;
• @) this Agreement constitutes, and each loan will constitute, a legal, valid and binding obligation enforceable against it in accordance with its terms (except as enforceability may be limited by applicable laws r relating to enforcement of creditors' rights generally);
• L,, (E the execution, delivery and performance by it of this Agreement and each loan hereunder will to its knowledge comply with its memorandum and articles of association or, as appropriate, its charter and bylaws and all applicable laws and regulations including those of any applicable F". regulatory organisation or self-regulatory organisation, and it has i, obtained and kept in force any necessary licences, authorisations and consents for execution, delivery and performance; i"

• (F) it will not enter into any loan under this Agreement in circumstances where it is aware that section 129 of the Income and Corporation Taxes Act 1988 will not apply in respect of that loan;

• d (G) it is absolutely entitled to pass full legal and beneficial ownership of all w=m Collateral provided by it hereunder to the Lender free from all liens, charges and encumbrances; -.i

• F- (H) in the case of Collateral in the form of a TALISMAN short term Certificate, it can procure the passing of full legal and beneficial ownership to the relevant securities to which such Certificate relates;
• WI ea it has been approved as such by the Inland Revenue and will do nothing ta prejudice such approved status, and all representations made by it or on its behalf with respect to its status under and compliance with the Rules as the same relate to tax matters are true and accurate in all material respects, and it will immediately notify the Lender if such at any time ceases to be the case; and
• (J) no Event of Default has occurred or is continuing with respect to it.

The representations and warranties set out in this Clause 11 shall be deemed repeated by the Borrower on the date of acceptance by the Lender of each Borrowing Request issued hereunder and on the Settlement Date for any loan of borrowed Securities hereunder.

THE PARTIES' FINANCIAL CONDITION

Each Party has delivered to the other its most recent annual audited accounts. Each Party represents that the accounts delivered by it fairly represent its financial condition as to the date of such accounts. Each Party also represents that there has been no material adverse change in its fmncial condition since that date. Each Party agrees promptly to deliver to the other all annual audited accounts subsequently available to the public and covenants that such accounts shall fairly represent its financial condition as to the date thereof.

I b-, 13. TAXATION

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• C (A) The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes chargeable in connection with any r transaction effected pursuant to or contemplated by this Agreement, and ^L", shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result of the Borrower's failure to do so.
• (B) For the avoidance of doubt, in an event other than the redelivery of securities and/or collateral of the same kind and amount as the Securities r"" borrowed and/or the Collateral provided (as the case may be), the L * related loan of Securities and/or the provision of such Collateral may not be subject to the provisions of section 129 of the Income and Corporation Taxes Act 1988 or any statutory modification or reenactment thereof for the time being in force.

14. OUTSTANDING PAYMENTS

bd In the event of either Party failing to remit either directly or by its Nominee mQm sums in accordance with this Agreement, such Party hereby undertakes to pay ^Ia rate to the other Party upon demand on the net balance due and outstanding w-i of 1 % above the average of the rates offered by Barclays Bank PLC, Lloyds \$" Bank Plc, Midland Bank plc and National Westminster Bank PLC in the b, London interbank market for one month deposits in the Base Currency at the be the relevant payment is due.

bbd 15. TERMINATION OF COURSE OF DEALINGS BY NOTICE

^IEach Party shall have the right to bring the course of dealing contemplated k, under this Agreement to an end by giving not less than 15 Business Days' notice in writing tQ the ot%er Party (which notice shall specify the date of C terminatio~) subject ta an lobfigation to ensure that all transactions which have been entered into but not discharged at the time such notice is given are duly p"n discharged in accordance with this Agreement and, if applicable, with the 1. Rules.

CROSS-DEFAULT, CROSS-COLLATERALISATION

Each Party to this transaction (such party, "Party A") agrees that, upon the insolvency of Party A or the default of Party A under any transaction with the other Party hereto (such other Party, a "Non-Defaulting Party"), each Non-Defaulting Party may: (a) liquidate any transaction between Party A and the Non-Defaulting Party, (b) reduce any amounts due and owing to Party A under this or any other agreement between Party A and the Non-Defaulting Party by setting off against such amounts any amounts due and owing to a Non-Defaulting Party by Party A, and (c) treat all security for any transactions between Party A and the Non-Defaulting Party as security for all transactions between Party A and the Non-Defaulting Party. The provisions of this paragraph shall, however, be without prejudice to the set off provisions set forth in Clause 8 hereof as regards all transactions between the Parties undertaken hereunder.

SEVERANCE

¹- If any provision of this Agreement is declared by any judicial or other F competent authority to be void or otherwise unenforceable, that provision L, shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, P"" however, thereafter be amended by the Parties in such reasonable manner so i. as to achieve, without illegality, the intention of the Parties with respect to that severed provision. r

SPECIFIC PERFORMANCE

Each Party agrees that in relation to legal proceedings it will not seek specific performance of the other Party's obligation to redeliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral but without prejudice to any other rights it may have.

NOTICES

r' All notices this Agreement shall be sufficient if in writing or confirmed lLr in writing mat% delivered to the Party entitled to receive such notices at the following addresses:

If to Salomon: Saiomon Brothers International Limited !" Victoria Plaza 1 11 Buckingham Palace Road I,, London SW 1 W OSB r= Attention: Finance Desk

L, If to Macquarie: Macquarie Bank Limited I Level ²² Pr , 20 Bond Street Sydney I"" j NSW 2000 be.4 Attention: [ ........................ M~.wyT%a~ .....

L, or to such other address as either Party may furnish the other Party by IAs* written notice under this Clause 19. All payments and deliveries under this i. Agreement shall be made to the locations specified in the Borrowing Request, or to such other locations otherwise agreed to or confirmed by the Parties in Fs" writing, or if no location is specified, agreed to or confirmed, to the locations I,. set forth above.

20. ASSIGNMENT

Neither Party may charge, assign or transfer all or any of its rights or i: obligations hereunder without the prior written consent of the other Party.

21. NON-WAIVER

a, No failure or delay by either Party to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial C exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as r herein provided.

22. TIME

Time shall be of the essence of the Agreement.

23. GOVERNING LAW; WAIVER OF IMMUNITY; SUBMISSION TO JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, Emglish law. !

i

Each Party kev agrees for the benefit of the other that the m~rts ofEngland shall have jurisdiction to hear and determine any wit, action or proceeding and to settle any disputes w%ch may arise out of or in connection wit31 this Agreement or any transaction hereunder, and for such purpose :

• (A) irrevocably submits to the jurisdiction of such courts;
• (B) consents generally in accordance with the State Immunity Act 1978 to relief being giva against it by way of injunction or order for specific performance or for the recovery of my property whatsoever and to its property being subject to any process for the enforcement of a judgment or any process effected in the course or as a result of any action in rem;
• (C) waives and agrees not to claim any immunity from suits and proceedings (including actions in rem) and from all forms of execution or attachment to which it or its property is now or may hereafter become entitled under the laws of any jurisdiction and declares that such waiver shall be effective to the fullest extent permitted by such laws without any further action on its part; and
• @) agrees that process in connection with legal proceedings in the said courts will be validly served on it if addressed to and delivered in the case of Salomon at its registered office or in the case of the other party at Macquarie Equity Limited, Marlon House, 69-70 Mark Lane, London EC3R XIS or otherwise at its registered office for the time being (if any) within the jurisdiction.

UyC IN WITNESS WHEREOF this Agreement has been executed on behalf of the \$"" Parties hereto on the day and year first before written.

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Collateral, ~:weptable under this Agreement may include the following or otherwise, as agreed between the P&es from time to time, whether transferable by hand or within a depository:-

[' (A) (i) British Government Stock and Sterling Issues by foreign governments kan (transferable through the CGO), in the form of an enfaced transfer deed or a long term collateral certificate or overnight collateral chit issued by the CGO lp accompanied (in each case) by an executed unenfaced transfer deed; !L 4 1

(ii) Corporation and Commonwealth Stock in the form of registered stock or r allotment

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• (iii) UK Government Treasury Bills;
• (iv) US Government Treasury Bills;
• L d (v) Eligible Bank Bills; /
• (vi) Sterling Certificates of Deposit;
• (vii) Foreign Currency Certificates of Deposits;
• (viii) Local Authority Bonds; ! !
• (ix) Letters of Credits;
• ^I(x) Bonds or Equities in registrable form or allotment letters duly renounced; and 4 I
• (xi) Bonds or Equities in bearer form;
• ) British Government Stock and other stock registered at the Bank of England I which is transferable through the CGO to the Lender or its Nominee against an Assured Payment, hereinbefore referred to as CGO Collateral;
• 7 (C) Unexpired TALISMAN short-term certificates issued by The Stock Exchange; ¹ L, , and .li.

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\$" (D) Cash Collateral.

liq& Valuation of Collateral

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Collateral provided in accordance with this Agreement shall be valued by reference L to the following, or by such means as the Parties may from time to time agree:- ⁱ

• in respect of Collateral types A (i) and B, the current CGO value calculated by reference to the middle market price of each stock as determined daily by the Government Broker, adjusted to include the accumulated interest thereon, and rounded up or down to the nearest mb (the cm &famap:
• in respect of Collaterd types A (ii), (iii), (iv), (v), (vi), (vii), (viii), (x) and (mi), tbe Reference Price of those Securities;

(C) and in respect of Collateral types A (ix) and C, the value specified therein;

in respect of Collateral type D, the aggregate currency amount thereof (csnverkd into the Base Currency, if required, in accordance with Clause 1 (0) of the Ageemmt).

Margin

The Value of the Collateral delivered by the Borrower to the Lender under the terms and conditions of this Agreement shall on each Business Day represent not less than the Value of the borrowed Securities TOGETHER WITH the following additional percentages (hereinbefore referred to as "the Margin"), unless otherwise agreed between the Parties:-

• (i) in the case of Collateral types A (i) to (ix), B and D: [ 5 ] %, (for Certificates of Deposit the Margin shall be the accumulated interest thereon); or
• (ii) in the case of Collateral types A (x), (xi) and C: [ 5 ] %

If the Value of the borrowed Securities includes any margin over the mid market I LA price of the borrowed Securities, this shall be taken into account in determining the I Margin applicable.

BASE CURRENCY

The Base Currency applicable to this Agreement is [ I.

THIS ADD d4* .... ...................... IENDUM, dated the ................... day of m~! 19d. - - --- - -

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• (1) SALOMON BROTHERS INTERNATIONAL LIMITED a company incorporated under the laws of England and Wales whose registered office is at Victoria Plaza, 1 1 1 Buckingham Palace Road, London SW 1 W OSB , United ' 1 Kingdom and
• (2) Macquarie Bank Limited, a company incorporated under the laws of [.I""-. . AV?~:<~L*!.%. .. .cPF.~:T?~. .1~%5.i."3j.~. .I whose registered office is at [..LR.?. .fk9?!5,. ... .efrf.%i4-. .. .Z.YEY.<?. . ..%?.~6>. ... <.K.. .+.%f.w.. . .e.!?:?:iT.. .... &/\16W.4 &em /6ubr&ALiA 1. .......................................................

The Parties hereto are desirous of amending the terms of the stock lending agreement between them dated 13 July, 1994 (as the same may be amended or replaced) (hereinafter referred to as the "Agreement") in order that all stock loan transactions entered into by the parties from the 8th day of July 1994 pursuant to the Agreement qualify for an exemption from stamp duty in Hong Kong; and

The Parties desire that all stock loan transactions entered into by them from the 8th day of July 1994 shall be subject to the terms of this Addendum

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS FOLLOWS

1. Interpretation

(a) "Collector" means the Collector of Stamp Revenue appointed under section 3 of the Ordinance:

"Hong Kong Stock" has the meaning set out in section 2 of the Ordinance;

"Listed Hong Kong Stock" means Hong Kong Stock the sale and purchase of which in Hong Kong are subject to the rules and regulations of the Hong Kong Stock Exchange

means the Hong Kong Stamp Duty Ordinance (Cap. 1 l7), as amended from time to time; and

"Stock Borrowing" has the meaning set out in section 19(16) of the Ordinance

"Ordinance" -

• (b) Reference to the "Agreement" in the Agreement and in this Addendum shall be deemed to include a reference to the Agreement as amended by the terms of this Addendum, unless the context indicates otherwise.
• (c) Capitalised terms which are not otherwise defined in this Addendum shall have the meaning ascribed to them in the Agreement.

2. Application

1,

• (a) The Parties agree that the terms of the Addendum shall apply in addition to the terms set out in the Agreement in the event that securities borrowed by the Borrower under the Agreement fall within the definition of Listed Hong Kong Stock. For the avoidance of doubt, where the securities do not comprise Listed Hong Kong Stock, the terms of this Addendum shall not apply.
• (b) In the event of conflict between the terms of the Addendum and the terms of the Agreement, the terms of this Addendum shall prevail. Except as otherwise set forth herein, the Agreement shall remain unchanged and in full force and effect.

3. Taxation and Indemnity

The Borrower undertakes to the Lender as follows:

• (a) promptly to pay and account for any transfer, registration or similar charges or duties or taxes (including, for the avoidance of doubt, stamp duty and any penalties relating thereto) chargeable on the Borrower or the Lender in connection with any transaction effected pursuant to or contemplated by the Agreement; and
• (b) to indemmfy and keep indemnified the Lender against any liability, losses, expenses and costs (including reasonable legal costs) arising as a result of the Borrower's failure to make any payment under paragraph 3(a) above on its due date or as a result of any breach of the Borrower of any or all the undertakings given by the Borrower to the Lender under paragraphs 4(a), 4(b) and 5(a) below.

4. Borrowers Warranties and Undertakings

In addition to the warranties and undertakings set out in the Agreement and in order to comply with the requirements of the Ordinance, the Borrower undertakes to the Lender on a continuing basis to the intent that such warranties and undertakings shall survive the completion of any transaction contemplated herein that:

• (a) the Borrower is borrowing or will borrow Listed Hong Kong Stock under the Agreement for one or more of the following purposes:

• (i) to settle a contract to sell Listed Hong Kong Stock wherever effected, whether by the Borrower or another person;

• (ii) to settle a future contract to sell Listed Hong Kong Stock whether agreed or not when the transaction is effected and whether by the Borrower or another person;

• (iii) to replace, in whole or in part, Listed Hong Kong Stock obtained by the Borrower under another stock borrowing agreement;
• (iv) to on-lend Listed Hong Kong Stock to another borrower who effects a Stock Borrowing in respect of the same; or
• (v) such other purpose as the Collector may in writing agree; and
• (b) In order to comply with the requirements of the Ordinance and without prejudice to the rights of the Lender under the Agreement, the Borrower shall return to the Lender Listed Hong Kong Stock, or Listed Hong Kong Stock of the same quantity and description as that borrowed, before the expiry of twelve (12) months after the day on which the Listed Hong Kong Stock was borrowed from the Lender under the Agreement or, if the Listed Hong Kong Stock is borrowed in order to replace in whole or in part Listed Hong Kong Stock obtained by the Borrower under another Stock Borrowing, before the expiry of twelve (12) months after the day on which the Borrower first borrowed Listed Hong Kong Stock in relation to such borrowing.

5. Borrower's Obligations

'i

• (a) The Borrower undertakes to the Lender on a continuing basis that it shall:
• (i) as soon as practicable, but in any event within:
  • (A) two (2) weeks of the execution of the Addendum if such execution occurs in Hong Kong; or
  • (B) one (1) month thereof, if such execution occurs outside of Hong Kong; or
  • (C) such other period as the Collector may from time to time specify,

provide the Collector with an executed and certified copy (or otherwise as the Collector may permit) of the Agreement, this Addendum, such fees as may be specified from time to time by the Financial Secretary for these purposes and such other documents, particulars and information as the Collector may require;

(ii) promptly notify the Lender upon it having complied with its undertaking under paragraph 5(a)(i) above and provide to the Lender such documents as the Lender may reasonably request in respect of the same; and

• (iii) promptly comply with all record keeping, filing and reporting obligations within such time as may be specified by the Collector and do all other acts v and things as may be required by the Collector from time to time.
• (b) In the event that the Borrower is in breach of its undertaking under paragraphs 5(a)(i), (ii) or (iii) above the Lender reserves the right (but shall not be obliged) to provide the Agreement and this Addendum, pay such fees and provide such ^I ' other documents, particulars and information and do all such acts and things for ^Iand on behalf of the Borrower and at the cost and expense of the Borrower, I without prejudice to the provisions of the Agreement and paragraph 3 above.

6. Law and Jurisdiction

This Addendum is governed by and shall be construed in accordance with the law of England and Wales and in the event of any conflict, the Parties hereby irrevocably submit, for the benefit of the Lender, to the non-exclusive jurisdiction of the English courts.

IN WITNESS whereof, this Addendum has been executed on behalf of the Parties the date and year first above written.

SIGNED BY

ON BEHALF OF ) SALOMON BROTHERS ) INTERNATIONAL LIMITED

1 IN THE PRESENCE OF )

1

1

SIGNED BY 1

IN THE PRESENCE )

ON BEHALF OF ) MACQUARIE BANK LIMIT

Draft 4,4 April 1997 (showing change from Draft 3) Australian Securities Lending Association Limited

(ACN 054 944 482) Level 18,20 Bond Street Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379

(Version: 4 April 1997)

Coversheet to

¹AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT*

dated as of:

ma..... T -2.. .fl.w&. . . . .la .%3 .?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I *

1 Between: WARBURG DfLLON READ AUSTRALIA EQUITIES LIMITED

1, ACN 008 586 481

^IAnd: BANKERS TRUST AUSTRALIA LIMITED

^~ACN 003 017 221

This agreement is adapted from the ISLA Overseas Securities Lender's Agreement (Yemion: December 1995, as amended by 1996 UK Tax Addendum), prepared by Clzfford ~I Chance, London, England for use by parties required to meet UKInland Revenue tax requirements.

* This agreement is also subject to the "Warning and Disclaimer" on the coversheet to the ~l User's Guide relating to this agreement.

Mallesons Stephen Jaques

SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 1 13 Sydney Ref: JCK

Contents

Contents Agreement Page No

1 Interpretation
2 Loans of Securities
3 Delivery of Securities
4 Title, Distributions and Voting
5 Fees
6 Collateral
7 Redelivery of Equivalent Securities
8 Set-off etc.
9 Stamp duty, taxes etc and loss of tax benefits
10 Lender's warranties
11 Borrower's warranties
12 Events of Default
13 Outstanding payments
14 Transactions entered into as agent
15 Termination of course of dealings by notice
16 No reliance or tax or accounting representations by &her Party
17 Observance of procedures
18 Severance
19 Specific performance
20 Notices
21 Assignment
22 Non-Waiver
23 Time
24 Recording
25 Miscellaneous

26 Definitions	19
27 Governing Law and Jurisdiction	27
Schedule 1 - Particulars	28
Schedule 2 Specimen Form of Borrowing Request (see clause 2.1
and definition of C'Borrowing Request" in clause 26)	3 1
Schedule 3 Supplementary Terms and Conditions (if any)	33

Australian Securities Lending Association Limited

(ACN 054 944 482) Level 18,20 Bond Street Sydney NSW 2000 Tel: (02) 9220 141 3 Fax: (02) 9220 1379

AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT *

^F(Version: 4 April 1997)

dated as of: 1 Between: (1) WARBURG DILLON READ AUSTRALIA EQUITIES LIMITED

ACN 008 586 481

a company incorporated under the laws of the Australian Capital Territory

of Level 25, Governor Phillip Tower, 1 Farrer Place, Sydney NSW.

And: (2) BANKERS TRUST AUSTFULIA LIMITED

ACN 003 0 17 22 1

¹of Level 2, Chifley Tower, 2 Chifley Square, Sydney NSW.

* This agreement is adaptedfrom the ISLA Overseas Securities Lender's Agreement version: December 1995, as amended by 1996 UK Tax Addendum), prepared by Clifford Chance, London, England for use by parties required to meet UK Inland Revenue tax requirements.

* This agreement is also subject to the "Warning and Disclaimer" on the coversheet to the "User's Guide" relating to this agreement.

Mallesons Stephen Jaques

SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 1 13 Sydney

Recitals:

A. The Parties hereto are desirous of agreeing to a procedure whereby either one of them (the "Lender") will make available to the other of them (the "Borrower") from time to time Securities (as hereinafter defined).

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B. All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defined), if applicable, together with current market practices, customs and conventions, in so far as they are not inconsistent with the terms of this Agreement.

Operative provisions:

1 Interpretation

• 1.1 [Definitions] The terms defined in clause 26 and in Schedule 1 have the meanings therein specified for the purposes of this Agreement.
• 1.2 pnconsistency] In the event of any inconsistency between the provisions of Schedule 1 and the other provisions of this Agreement, Schedule 1 will prevail. In the event of any inconsistency between the provisions (if any) of Schedule 3 and the other provisions of this Agreement (including Schedule I), Schedule 3 will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement (including Schedules 1 and 3), such Confirmation will prevail for the purpose of the relevant transaction.
• 1.3 [Single agreement] All transactions are entered into in reliance on the fact that this Agreement and all Confirmations form a single agreement between the Parties (collectively referred to as this "Agreement"), and the Parties would not otherwise enter into any transactions.
• 1.4 [Interpretation] In this Agreement:
• (a) Unless the context otherwise requires:
  • (i) The singular includes the plural and vice versa.
  • (ii) A person includes a corporation.
  • (iii) A corporation includes any body corporate and any statutory authority.
  • (iv) A reference to a statute, ordinance, code or other law or the Rules includes regulations or other instruments under it or them and consolidations, amendments, re-enactments or replacements of any of them.

2

• (b) Notwithstanding tIie use of expressions such as "borrow", "lend", "Collateral", "Margin", "redeliver" etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.
• 1.5 [Headings] All headings appear for convenience only and shall not affect the interpretation of this Agreement.
• 1.6 [Currency conversion] For the purposes of clauses 6, 8.3 and 8.4, when a conversion into the Base Currency is required, all prices, sums or values (including any Value, Offer Value and Bid Value) of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral) stated in currencies other than the Base Currency shall be converted into the Base Currency at the rate quoted by an Australian bank selected by the Lender (or, if an Event of Default has occurred in relation to the Lender, by the Borrower) at or about 11.00am (Sydney time) on the day of conversion as its spot rate for the sale by the bank of the Base Currency in exchange for the relevant other currency.
• 1.7 [Other agreements] Where at any time there is in existence any other agreement between the Parties the terms of which make provision for the lending of Securities (as defined in this Agreement) as well as other securities, the terms of this Agreement shall apply to the lending of such Securities to the exclusion of any other such agreement.
• 1.8 wominees] If payment is to be made to a Party's nominee or otherwise in accordance with the directions of a Party (whether by the other Party or by a third party), it shall be deemed, for the purposes of this agreement, to have been paid or made to the first mentioned Party.

2 Loans of Securities

• 2.1 [Borrowing Request and acceptance thereofl The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender, in accordance with the terms and conditions of this Agreement and with the Rules provided always that the Lender shall have received from the Borrower and accepted (by whatever means) a Borrowing Request.
• [Changes to a Borrowing Request] The Borrower has the right to reduce the amount of Securities referred to in, or otherwise vary, a Borrowing Request provided that:
• (a) the Borrower has notified the Lender of such reduction or variation no later than midday Australian Eastern standard or summer (as appropriate) time on the day which is two Business Days prior to the Settlement Date, unless otherwise agreed between the Parties, and
• (b) the Lender shall have accepted such reduction or variation (by whatever means).

3 Deliverv of Securities

[Delivery of Securities] The Lender shall procure the delivery of Securities to the Borrower or deliver such Securities in accordance with the relevant Borrowing Request together with appropriate instruments of transfer (where necessary) duly stamped (where necessary) and such other instruments (if any) as may be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct of the relevant instruments of transfer and certificates or other documents of title (if any), or in the case of Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries (such as CHESS), on the transfer of title in accordance with the rules and procedures of such system as in force from time to time, or by such other means as may be agreed.

4 Title, Distributions and Voting

• 4.1 [Passing of title] The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
• (a) any Securities borrowed pursuant to clause 2;
• (b) any Equivalent Securities redelivered pursuant to clause 7;
• (c) any Collateral delivered pursuant to clause 6;
• (d) any Equivalent Collateral redelivered pursuant to clauses 6 or 7,

shall pass from one Party to the other, on delivery or redelivery of the same in accordance with this Agreement, free from all liens, charges, equities and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries, delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time.

4.2 [Distributions]

• (a) [Cash distributions] Unless otherwise agreed, where Income is paid in relation to any Securities on or by reference to an Income Payment Date on which such Securities are the subject of a loan under this Agreement, the Borrower shall, on the date of the payment of such Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Datey') pay and deliver a sum of money equivalent to the same to the Lender, irrespective of whether the Borrower received the same.
• (b) [Non-cash distributions] Subject to paragraph (c) (unless otherwise agreed), where, in respect of any borrowed Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such Securities or Collateral, become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then the Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the other Party that, on

redelivery of ~~uivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.

• (c) [Tax Act ss 26BC(3)(c)(ii) and (v) requirements] Notwithstanding paragraph (b), where, in respect of any Borrowed Securities or any Collateral, the relevant issuer company, trustee, government or government authority issues any right or option in respect of the Borrowed Securities or Collateral, as the case may be, the Borrower or the Lender, respectively, must deliver or make, as the case may be, to the other Party on the date of such issue or on such other date as the Parties may from time to time agree:
• (i) the right, or option; or
• (ii) an identical right or option; or
• (iii) a payment equal to the value to the Lender or the Borrower, respectively, of the right or option;

together with any such endorsements or assignments as shall be customary and appropriate.

• (d) [Manner of payment] Any payment to be made by the Borrower under this clause shall be made in a manner to be agreed between the Parties.
• 4.3 [Voting] Unless paragraph 4 in Schedule 1 specifies that this clause 4.3 does not apply, each Party undertakes that, where it holds Securities of the same description as any Securities borrowed by it or transferred to it by way of Collateral at a time when a right to vote arises in respect of such Securities, it will use its best endeavours to arrange for the voting rights attached to such Securities to be exercised in accordance with the instructions of the Lender or Borrower (as the case may be) provided always that each Party shall use its best endeavours to notifl the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable, or as otherwise agreed between the Parties, and that the Party concerned shall not be obliged so to exercise the votes in respect of the number of Securities greater than the number so lent or transferred to it. For the avoidance of doubt, the Parties agree that, subject as hereinbefore provided, any voting rights attaching to the relevant Securities, Equivalent Securities, Collateral and/or Equivalent Collateral shall be exercisable by the persons in whose name they are registered, or in the case of Securities, Equivalent Securities, collateral and/or Equivalent Collateral in bearer form by the persons by or on behalf of whom they are held, and not necessarily by the Borrower or the Lender (as the case may be).

I

5.1 [Fees] In respect of each loan of Securities:

• , (a) for which the Collateral is cash:
• ⁱ(i) the Lender must pay a fee to the Borrower in respect of the amount 1 of that Collateral, calculated at the rate agreed between them; and

5

• (ii) unless the Parties otherwise agree, the Borrower is not obliged to pay a fee to the Lender;
• (b) for which there is no Cash Collateral, the Borrower must pay a fee to the Lender, calculated at the rate agreed between them.
• 5.2 were there are different types of Collateral] Where the Collateral comprises only partly cash, clause 5.1 is to be construed as if there were separate loans of Securities, one secured solely by Cash Collateral and the other secured solely by non-cash Collateral.
• 5.3 [Calculation of fees] In respect of each loan of Securities, the payments referred to in clause 5.1 of this clause shall accrue daily in respect of the period commencing on and inclusive of the Settlement Day and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the last Business Day of the calendar month to which such payment relate or such other date as the Parties from time to time agree. Any payment made pursuant to clause 5.1 shall be in Australian currency, unless otherwise agreed, and shall be paid in such manner and at such place as shall be agreed between the Parties.

6 Collateral

6.1 [Borrower's obligation to provide Collateral] Unless otherwise agreed, subject to the other provisions of this clause 6, the Borrower undertakes to deliver to or deposit with the Lender (or in accordance with the Lender's instructions) Collateral of the kind specified in the relevant Borrowing Request or as otherwise agreed between the Parties (together with appropriate instruments of transfer duly stamped (where necessary) and such other instruments as may be requisite to vest title thereto in the I Lender) simultaneously with delivery of the Borrowed Securities by the Lender.

6.2 [Global margining]

• (a) [Adjustments to Collateral] Unless otherwise agreed between the Parties, subject to paragraph (b), clause 6.4 and paragraph 1.5 in Schedule 1 :
• (i) The aggregate Value of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under paragraph (ii) below (as the case may be)) in respect of all loans of Securities outstanding under this Agreement ("Posted Collateral") shall from day to day and at any time be at least the aggregate of the Required Collateral Values in respect of such loans.
• (ii) If at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such loans, the Lender shall (on demand) repay such Cash Collateral andlor redeliver to the Borrower such Equivalent Collateral as will eliminate the excess.

¹- ^. ;.I ⁹²dl*.-&x, ,

• (iii) If at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
• (b) [Netting of Collateral obligations where a Party is both Lender and Borrower] Unless otherwise agreed between the Parties, subject to clause 6.4 and paragraph 1.5 in Schedule 1, where paragraph (a) applies, if a Party (the "first Party") would, but for this paragraph, be required under paragraph (a) to repay Cash Collateral, redeliver Equivalent Collateral or provide fixther Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph, also be required to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral under paragraph (a), then the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the first Party ("X") shall be set-off against the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party ('(Y") and the only obligation of the Parties under paragraph (a) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceed X, an obligation of the second Party, (on demand) to repay Cash Collateral, redeliver Equivalent Collateral or deliver further Collateral having a Value equal to the difference between X and Y.
• [Required Collateral Value] For the purposes of clause 6.2(a), the Value of the Posted Collateral to be delivered or deposited in respect of any loan of Securities, while the loan of Securities continues, shall be equal to the aggregate of the Value of the borrowed Securities and the Margin applicable thereto (the "Required Collateral Value").
• 6.4 [Time for paymentlrepayment of Collateral] Except as provided in clause 6.1 or clause 6.6, where any Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 6, it shall be paid or delivered as stated in paragraph 1.4 in Schedule 1.
• 6.5 [Substitution of Alternative Collateral] The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Equivalent Collateral prior to the date on which the same would otherwise have been repayable or redeliverable, provided that, at the time of such repayment or redelivery, the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender.
• 6.6 [Return of CollateraYEquivalent Collateral on redelivery of Equivalent Securities]
• (a) Cash Collateral shall be repaid and Equivalent Collateral shall be redelivered at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered.
• (b) Where Collateral is provided through a book entry transfer system (such as Austraclear or RITS), the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which Collateral

was provided has not been discharged when the Equivalent Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall, until the loan of Securities is discharged or further Collateral is provided, be deemed to constitute an obligation to pay Cash Collateral.

• [Receipt by Lender of Income on Collateral] Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable and an Income Payment Date in respect of that Collateral occurs prior to the redelivery of Equivalent Collateral, then, unless such Income is paid directly to the Borrower, the Lender shall, on the date on which such Income is paid or on such other date as the Parties may fiom time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower.
• [Borrower's rights re Collateral are not assignable] The Borrower may not assign, transfer or otherwise dispose of, or mortgage, charge or otherwise encumber, or otherwise deal with its rights in respect of any Collateral without the prior written consent of the Lender.
• [Lender may set off obligation to repay or return Equivalent Collateral] If the Borrower fails to comply with its obligation to redeliver Equivalent Securities, the obligation of the Lender in respect of any Collateral may be the subject of a set-off in accordance with clause 8.
• [Collateral provided to Lender's Nominee] Without limiting clause 1.8, where Collateral is provided to the Lender's nominee, any obligation under this Agreement to repay or redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender, notwithstanding that any such repayment or redelivery may be effected in any particular case by the nominee.

7 Redelivery of Equivalent Securities

• 7.1 [Borrower's obligation to redeliver Equivalent Securities] The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Borrowing Request.
• 7.2 [Lender may call for early redelivery of Equivalent Securities] Subject to clause 8 and the terms of the relevant Borrowing Request, the Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided redeliver such Equivalent Securities not later than the expiry of such notice in accordance with the Lender's instructions.
• 7.3 [Lender may terminate loan if Borrower defaults] If the Borrower does not redeliver Equivalent Securities in accordance with such call, the Lender may elect to continue the loan of Securities ; provided that, if the Lender does not elect to continue the loan, the Lender may by written notice to the Borrower elect to terminate the relevant loan. Upon the expiry of such notice the provisions of clauses 8.2 to 8.5 shall apply as if upon the expiry of such notice an Event of Default had occurred in relation to the Borrower (who shall thus be the Defaulting

Party for the purposes of this Agreement) and as if the relevant loan were the only loan outstanding.

7.4 [Consequence of exercise of "buy-in" against Lender, as a result of Borrower default] In the event that, as a result of the failure of the Borrower to redeliver Equivalent Securities to the Lender in accordance with this Agreement, a "buy-in" is exercised against the Lender, then, provided that reasonable notice has been given to the Borrower of the likelihood of such a bbbuy-in", the Borrower shall account to the Lender for the total costs and expenses reasonably incurred by the Lender as a result of such "buy-in".

7.5 [Right of Borrower to terminate loan early] Subject to the terms of the relevant Borrowing Request, the Borrower shall be entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.

Set-off etc.

• [Requirement for simultaneous delivery] On the date and time that Equivalent Securities are required to be redelivered by the Borrower in accordance with the provisions of this Agreement the Lender shall simultaneously redeliver the Equivalent Collateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. If it is not so satisfied (whether because an Event of Default has occurred in respect of the other Party or otherwise), it shall notify the other Party and, unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
• [Netting following occurrence of Event of Default] If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the "Performance Date" for the purposes of this clause), and in such event:
• (a) the Relevant Value of the Securities to be delivered (or payment to be made, as the case may be) by each Party shall be established in accordance with clause 8.3; and
• (b) on the basis of the Relevant Values so established, an account shall be taken (as at the Performance Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due fiom one Party shall be setoff against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Performance Date.

8.3 [Relevant Value] For the purposes of clause 8.2 the Relevant Value:

*-..<z-9*fiwr%-J*' ,*%+*, *

• (a) of any cash payment obligation shall equal its par value (disregarding any amount taken into account under (b) or (c) below);
• (b) of any Securities to be delivered by the Defaulting Party shall, subject to clause 8.4(b) and (c) below, equal the Offer Value thereoc and
• (c) of any Securities to be delivered to the Defaulting Party shall, subject to clause 8.4(b) and (c) below, equal the Bid Value thereof.

8.4 [Bid ValueIOffer Value]

• (a) For the purposes of clause 8.3, but subject to (b) and (c) below, the Bid Value and Offer Value of any Securities shall be calculated as at the Close of Business in the most appropriate market for Securities of the relevant description (as determined by the Non-Defaulting Party) on the first Business Day following the Performance Date, or, if the relevant Event of Default occurs outside the normal business hours of such market, on the second Business Day following the Performance Date (the "Default Valuation Time").
• (b) Where the Non-Defaulting Party has, following the occurrence of an Event of Default but prior to the Default Valuation Time, purchased Securities forming part of the same issue and being of an identical type and description to those to be delivered by the Defaulting Party and in substantially the same amount as those Securities or sold Securities forming part of the same issue and being of an identical type and description to those to be delivered by him to the Defaulting Party and in substantially the same amount as those Securities, the cost of such purchase or the proceeds of such sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall be treated as the Offer Value or Bid Value, as the case may be, of the relevant Securities for the purposes of this clause 8.
• (c) Where the amount of any Securities sold or purchased as mentioned in (b) above is not in substantially the same amount as those Securities to be valued for the purposes of clause 8.3, the Offer Value or the Bid Value (as the case may be) of those Securities shall be ascertained by:
• (i) dividing the net proceeds of sale or cost of purchase by the amount of the Securities sold or purchased so as to obtain a net unit price; and
• (ii) multiplying that net unit price by the amount of the Securities to be valued.
• 8.5 [Interpretation: "Securitiesy'] Any reference in this clause 8 to Securities shall include any asset other than cash provided by way of Collateral.
• 8.6 [Interpretation: "Event of Default"] If the Borrower or the Lender for any reason fails to comply with its respective obligations under clause 6.6 in respect of the redelivery of Equivalent Collateral or the repayment of Cash Collateral, such failure

shall be an Event of Default for the purposes of this clause 8, and the person failing to comply shall thus be the Defaulting Party.

8.7 paiver of right to require simultaneous delivery] Subject to and without prejudice to its rights under clause 8.1, either Party may f?om time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect of, simultaneous delivery and/or payment; provided that no such waiver in respect of one transaction shall bind it in respect of any other transaction.

9 Stamp duty, taxes etc and loss of tax benefits

• 9.1 [Stamp duty etc] The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties, (if any) chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result of the Borrower's failure to do so.
• ^I9.2 [Borrower to give Transfer of Dividend Statement to Lender re franked I dividends] If:
• (a) an Income Payment Date occurs during an Income Determination Period in , relation to a particular loan of securities;
• (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received a Franked Dividend in respect of those Securities;
• (c) the Agreement or the relevant Confirmation states that the Lender is an Australian Taxpayer;
• (d) the failure of the Lender to receive a Franked Dividend is not due to any unreasonable act or omission by or on behalf of the Lender; and
• (e) neither item 7 in Schedule 1 nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss of fkanking creditslrebates;

then:

• (f) the Borrower must either:

• (i) as soon as practicable, and in any event within [lo Business Days] after the relevant Income Payment Date, give to the Lender a Transfer of Dividend Statement in respect of those Securities (which the Borrower is to be taken as having warranted is correct in all material respects and is effective for the purposes of Division 6A of Part IIIAA of the Tax Act); or

• (ii) on the [loth Business Day] after the relevant Income Payment Date pay to the Lender an amount equal to the franking credit referable to the Franked Dividend.

9.3 [Borrower to compensate corporate Lender for loss of intercorporate dividend rebate re unfranked dividends] If

• (a) an Income Payment Date occurs during an Income Determination Period in relation to a particular loan of Securities;
• (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received an Unfkanked Dividend in respect of those Securities;
• (c) the Agreement or the relevant Confirmation states the Lender is entitled to compensation for the loss of the intercorporate dividend rebate under the Tax Act;
• (d) the failure of the Lender to qualify for that rebate is not due to any unreasonable act or omission by or on behalf of the Lender; and
• (e) neither item 8 of the Agreement nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss of that rebate;

then the Borrower must pay to the Lender an amount calculated as follows:

$$
= \frac{\mathbf{DT}}{1-\mathbf{T}}
$$

Where:

P = the amount payable;

• D = the amount of the Unfranked Dividend; and
• T = the rate of income tax, expressed as a decimal, determined under the Tax Act at the relevant Income Payment Date as that payable in respect of the taxable income of a company (other than a private company, a company in the capacity of a trustee or a nonprofit company that is a friendly society dispensary).
• 9.4 YNotifiable consideration" for the purposes of s26BC(3)(d) of the Tax Act] For the purposes of section 26BC(3)(d) of the Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows:
• (a) a fee see clause 5.l(as applicable); and
• (b) other consideration see clauses 4.2, 6 and 9 and the definition of "Equivalent Securities" in clause 26.

10 Lender's warranties

[Lender's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Lender:

• %

• (a) it is duly authorised and empowered to perform its duties and obligations under this Agreement;

• (b) it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement;
• (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it under this Agreement to the Borrower free from all liens, charges, equities and encumbrances; and
• (d) where paragraph 3 in Schedule 1 specifies that this clause 10(d) applies, it is not resident in Australia for the purposes of the Tax Act and either:
• (i) does not have a branch or other permanent establishment in Australia for the purposes of the Tax Act or of any applicable double tax agreement between Australia and its country of tax residence; or
• (ii) if it does have such a branch or other permanent establishment in Australia, that the loan is not entered into in the course of canying on business through such branch or permanent establishment.

I1 Borrower's warranties

[Borrower's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Borrower:

• (a) it has all necessary licences and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
• (b) it is not restricted under the terms of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement;
• , (c) it is absolutely entitled to pass full legal and beneficial ownership of all ^ICollateral provided by it under this Agreement to the Lender free from all liens, charges, equities and encumbrances; and ^I
• (d) it is acting as principal in respect of this Agreement.

13

12 Events of Default

12.1 [Events of Default] Each of the following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of clause 8:

-

• (a) the Borrower or Lender failing to pay or repay Cash Collateral or deliver or redeliver Collateral or Equivalent Collateral upon the due date, and the Non-Defaulting Party serves written notice on the Defaulting Party;
• (b) the Lender or Borrower failing to comply with its obligations under clause 6, and the Non-Defaulting Party serves written notice on the Defaulting party;
• (c) the Borrower failing to comply with clause 4.2, clause 9.2 or clause 9.3 and the Non-Defaulting Party serves written notice on the Defaulting Party;
• (d) an Act of Insolvency occurring with respect to the Lender or the Borrower and (except in the case of an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the Non-Defaulting Party serves written notice on the Defaulting Party;
• (e) any representations or warranties made by the Lender or the Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the Non-Defaulting Party serves written notice on the Defaulting Party;
• (9 the Lender or the Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations hereunder and/or in respect of any loan hereunder, and the Non-Defaulting Party serves written notice on the Defaulting Party;
• (g) the Lender (if appropriate) or the Borrower being declared in default by the appropriate authority under the Rules or being suspended or expelled from membership of or participation in any securities exchange or association or other self-regulatory organisation, or suspended from dealing in securities by any government agency, and the Non-Defaulting Party serves written notice on the Defaulting Party;
• (h) any of the assets of the Lender or the Borrower or the assets of investors held by or to the order of the Lender or the Borrower being ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the Non-Defaulting Party serves written notice on the Defaulting Party, or
• (i) the Lender or the Borrower failing to perform any other of its obligations hereunder and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure, and the Non-Defaulting Party serves a further written notice on the Defaulting Party.

14

12.2 [Obligation of each Party to notify its Event of Default] Each Party shall notify the other if an Event of Default occurs in relation to it.

~ I 13 Outstanding payments

I

^I[Default interest] In the event of either Party failing to remit sums in accordance with this Agreement, such Party hereby undertakes to pay to the other Party upon demand interest (before as well as aRer judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency at a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it in good faith) if it were to fund or of funding the relevant amount, plus 2% (or other agreed percentage) per annum.

14 Transactions entered into as agent

• 14.1 [Agency Transactions] Subject to the following provisions of this clause, the Lender may enter into loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an "Agency Transaction").
• ⁱ14.2 [Conditions for Agency Transactions] A Lender may enter into an Agency ¹Transaction ify but only if:
• (a) it specifies that loan as an Agency Transaction at the time when it enters ^{I I}into it;
• (b) it enters into that loan on behalf of a single Principal whose identity is disclosed to the Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the loan; and
• , (c) it has at the time when the loan is entered into actual authority to enter into , the loan and to perform on behalf of that Principal all of that Principal's ^Iobligations under the agreement referred to in clause 14.4(b) below.
• ^I14.3 [Undertakings by Lender] The Lender undertakes that, if it enters as agent into an , Agency Transaction, forthwith upon becoming aware: ^I
• (a) of any event which constitutes an Act of Insolvency with respect to the relevant Principal; or
• (b) of any breach of any of the warranties given in clause 14.5 below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts,

it will inform the Borrower of that fact and will, if so required by the Borrower, hrnish it with such additional information as it may reasonably request.

14.4 [Consequences of Agency Transaction]

(a) Each Agency Transaction shall be a transaction between the relevant Principal and the Borrower and no person other than the relevant Principal

and the Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, the Lender shall not be liable as principal for the performance of an Agency Transaction or for breach of any warranty contained in clause 10(d) of this Agreement, but this is without prejudice to any liability of the Lender under any other provision of this clause.

(b) All the provisions of the Agreement shall apply separately as between the Borrower and each Principal for whom the Agent has entered into an Agency Transaction or Agency Transactions as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with this Agreement other than this paragraph and as if the Principal were Lender in respect of that agreement; provided that:

• (i) if there occurs in relation to the Agent an Event or Default or an event which would constitute an Event of Default if the Borrower served written notice under any paragraph of clause 12, the Borrower shall be entitled by giving written notice to the Principal (which notice shall be validly given to the Lender in accordance with clause 20) to declare that, by reason of that event, an Event of Default is to be treated as occurring in relation to the Principal. If the Borrower gives such a notice, then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and

(ii) if the Principal is neither incorporated nor has established a place of business in Australia, the Principal shall for the purposes of the agreement referred to in the preamble in this paragraph (b) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of Australia the Agent, or, if the Agent is neither incorporated nor has established a place of business in Australia, the person appointed by the Agent for the purposes of this Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other party.

• (c) The foregoing provisions of this clause do not affect the operation of the Agreement as between the Borrower and the Lender in respect of any transactions into which the Lender may enter on its own account as principal.
• 14.5 [Warranty by Lender] The Lender warrants to the Borrower that it will, on every occasion on which it enters or purposes to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that loan and perform the obligations arising thereunder on behalf of the person whom it specifies as the Principal in respect of that transaction and to perform on behalf of that person all the obligations of that person under the agreement referred to in clause 14.4(b).

15 Termination of course of dealings by notice

Each Party shall have the right to bring the course of dealing contemplated under this Agreement to an end by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination), subject to an obligation to ensure that all loans and which have been entered into but not discharged at the time such notice is

given are duly discharged in accordance with this Agreement and with the Rules (if applicable).

I 16 No reliance or tax or accounting representations by other Party

Each Party acknowledges, represents and warrants to the other that, except as expressly stated in this Agreement or any Confirmation:

• (a) it has not relied on any advice, statement, representation or conduct of any kind by or on behalf of the other Party in relation to any tax (including stamp duty) or accounting issues concerning this Agreement or any transactions effected under it; and
• (b) it has made its own determination as to the tax (including stamp duty) and accounting consequences and treatment of any transaction effected under this Agreement, including (without limitation) of any moneys paid or received or any property transferred or received in connection with any such I transaction.

17 Observance of procedures

Each of the Parties hereto agrees that, in taking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and timetable applied by the Rules (if and to the extent applicable) and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any money, Securities, Equivalent Securities, Collateral or Equivalent Collateral entered into pursuant to this Agreement.

18 Severance

If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in kll force and effect. The ~greement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision.

19 Specific performance

Each Party agrees that, in relation to legal proceedings, it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.

20.1 [Effectiveness] Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under clause 12 or clause 15 may not be given by facsimile transmission or electronic messaging system) to the address or number or in

accordance with the electronic messaging system details provided (see paragraph 6 in Schedule 1) and will be deemed effective as indicated:

• (a) if in writing and delivered in person or by courier, on the date it is delivered;
• (b) if sent by telex, on the date the recipient's answerback is received;
• (c) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);
• (d) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
• (e) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.

20.2 [Change of Address] Either party may by notice to the other change the address, telex or facsimile number or electronic massaging system details at which notices or , other communications are to be given to it.

21 Assignment

Neither Party may assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent of the other Party.

22 Non-Waiver

No failure or delay by either Party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as provided in this Agreement.

23 Time

Time shall be of the essence of the Agreement.

24 Recording

The Parties agree that each may electronically record all telephonic conversations between them.

25 Miscellaneous

• 25.1 [Entire Agreement] This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
• 25.2 [Amendments] No amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
• 25.3 [Survival of Obligations] The obligations of the Parties under this Agreement will survive the termination of any transaction.
• 25.4 [Remedies Cumulative] Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive or any rights, powers, remedies and privileges provided by law.
• 25.5 [Counterparts] This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
• 25.6 [Expenses] A defaulting Party will, on demand, indemnify and hold harmless the other Party for and against all reasonable out-of-pocket expenses, including legal fees and stamp duty, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of any transaction, including, but not limited to, costs of collection.

26 Definitions

In this Agreement:

Act of Insolvency means in relation to either Party:

• (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
• (b) its admitting in writing that it is unable to pay its debts as they become due; or
• (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
• (d) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition (except in the case of a petition for winding-up or any analogous

proceeding in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or

• (e) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
• (f) the convening of any meeting of its creditors for the purpose of considering a compromise or arrangement within Part 5.1 of the Corporations Law of Australia (or any analogous proceeding).

In this definition:

• (g) "liquidatoryy shall be deemed to include a "provisional liquidatoryy;
• (h) "receiver" shall be deemed to include a "receiver and manageryy;
• (i) "administrator" shall be deemed to include an "official manageryy;
• Cj) "arrangementy' shall be deemed to include a "scheme of arrangementy'; and
• (k) "creditors" shall be deemed to include "any class of creditors".

Agent has the meaning given in clause 14.

Alternative Collateral means Collateral of a Value equal to the Collateral delivered pursuant to clause 6 and provided by way of substitution for Collateral originally delivered or previously substituted in accordance with the provisions of clause 6.5.

Australian Taxpayer means any person other than:

• (a) a Party who is not a resident of Australia for the purposes of the Tax Act (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Franked Dividend is paid; or
• (b) a Party who is acting in the capacity of trustee, nominee or agent for a person who is not a resident of Australia for the purposes of the Tax Act at the time a Franked Dividend is paid.

Bankers Acceptances has the meaning given in paragraph 1 . l(d) in Schedule 1.

Base Currency has the meaning given in paragraph 2 in Schedule 1.

Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price thereof on the most appropriate market in a standard size.

Bid Value, subject to clause 8.5, means:

(a) in relation to Equivalent Collateral at a particular time:

(i) in relation to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1;

,*- -z&: ' -

(ii) in relation to all other types of Collateral (more specifically referred to in paragraph 1.1 in Schedule I), the amount which would be received on a sale of such Collateral at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection with selling or otherwise redising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts paid to the Lender and in respect of which equivalent amounts have not been paid to the Borrower in accordance with clause 6.7 prior to such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and

(b) in relation to Equivalent Securities at a particular time, the amount which would be received on a sale of such Equivalent Securities at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

Borrower, in relation to a particular loan of Securities, means the Borrower as referred to in Recital A of this Agreement.

Borrowing Request means a request made in writing (an example of which comprises Schedule 2 to this Agreement) by the Borrower to the Lender pursuant to clause 2.1 specifymg, as necessary:

• (a) the description, title and amount of the Securities required by the Borrower;
• (b) the description (if other than Australian currency) and amount of any Collateral to be provided;
• (c) the proposed Settlement Date;
• (d) the duration of such loan (if other than indefinite);
• (e) the mode and place of delivery, which shall, where relevant, include the bank, agent, clearing or settlement system and account to which delivery of the Securities and any Collateral is to be made;
• (f) the Margin in respect of the transaction (if different from that stated in Schedule 1 or Schedule 3, as appropriate); and
• (g) the Fee.

Business Day means a day on which banks and securities markets are open for business generally in each place stated in paragraph 5 in Schedule 1 and, in relation to the delivery or redelivery of any of the following in relation to any loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral (including Cash Collateral) or Equivalent Collateral are to be delivered.

Cash Collateral means Collateral that takes the form of a deposit of currency.

Close of Business means:

• (a) in relation to any borrowing of Securities or redelivery of Equivalent Securities under this agreement, the final time on a Business Day at which settlement of the transfer of those Securities can take place in the Stock Exchange in order to constitute good delivery on that day; and
• (b) in relation to the provision of Collateral or return of Equivalent Collateral or the making of any other payment under this agreement, the time at which trading banks close for general banking business in the place in which payment is to be made or Collateral or Equivalent Collateral is to be delivered or redelivered.

Collateral means such securities or financial instruments or deposits of currency as are referred to in paragraph 1.1 in Schedule 1 or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and includes the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate), and includes Alternative Collateral.

Confirmation means the Borrowing Request, as it may be amended pursuant to clause 2.2., or other confirming evidence exchanged between the Parties confirming the terms of a transaction.

Defaulting Party has the meaning given in clause 12.

Dividend means a dividend within the meaning of the definition of that term in section 6(1) (as affected by sections 6(4) and 6(5)) of the Tax Act.

Equivalent Collateral or Collateral equivalent to, in relation to any Collateral provided under this Agreement, means securities, cash or other property, as the case may be, of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:

(a) in the case of conversion, subdivision or consolidation the securities into which the relevant Collateral has been converted, subdivided or consolidated provided that, if appropriate, notice has been given in accordance with clause 4.2(b);

(b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;

-

• (c) in the case of a takeover, a sum of money or securities, being the consideration or alternative consideration of which the Borrower has given notice to the Lender in accordance with clause 4.2(b);
• (d) in the case of a call on partly paid securities, the paid-up securities provided that the Borrower shall have paid to the Lender an amount of money equal to the sum due in respect of the call;
• (e) in the case of a capitalisation issue, the relevant Collateral together with the securities allotted by way of a bonus thereon;
• (f) in the case of a rights issue, the relevant Collateral together with the securities allotted thereon, provided that the Borrower has given notice to the Lender in accordance with clause 4.2(b), and has paid to the Lender all and any sums due in respect thereof;
• (g) in the event that a payment or delivery of Income is made of the relevant Collateral in the form of securities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Lender in accordance with clause 4.2(b) the relevant Collateral together with securities or a certificate equivalent to those allotted; and
• (h) in the case of any event similar to any of the foregoing, the relevant Collateral together with or replaced by a sum of money or securities equivalent to that received in respect of such Collateral resulting from such event.

For the avoidance of doubt, in the case of Bankers' Acceptances (Collateral type (d)), Equivalent Collateral must bear dates, acceptances and endorsements (if any) by the same entitles as the bill to which it is intended to be equivalent and, for the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).

Equivalent Securities means securities of an identical type, nominal value, description and amount to particular Securities borrowed and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (if appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:

(a) in the case of conversion, subdivision or consolidation the securities into which the borrowed Securities have been converted, subdivided or

consolidated provided that if appropriate, notice has been given in accordance with clause 4.2(b);

• (b) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
• (c) in the case of a takeover, a sum of money or securities, being the consideration or alternative consideration of which the Lender has given notice to the Borrower in accordance with clause 4.2(b);
• (d) in the case of a call on partly paid securities, the paid-up securities provided that the Lender shall have paid to the Borrower an amount of money equal to the sum due in respect of the call;
• (e) in the case of a capitalisation issue, the borrowed Securities together with the securities allotted by way of a bonus thereon;
• (0 in the case of a rights issue, the borrowed Securities together with the securities allotted thereon, provided that the Lender has given notice to the Borrower in accordance with clause 4.2(b), and has paid to the Borrower all and any sums due in respect thereof;
• (g) in the event that a payment or delivery of Income is made in respect of the borrowed Securities in the form of securities or a certificate which may at a Wre date be exchanged for securities or in the event of an option to take Income in the form of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Borrower in accordance with clause 4.2(b) the borrowed Securities together with securities or a certificate equivalent to those allotted; and
• (h) in the case of any event similar to any of the foregoing, the borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such borrowed Securities resulting from such event.

For the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).

Event of Default has the meaning given in clause 12.

Fee, in respect of a transaction, means the fee payable by one Party to the other in respect of that transaction under clause 5.

Franked Dividend means a Dividend the whole or part of which is taken to have been franked in accordance with section 160AQF of the Tax Act.

Income means any dividends, interest or other distributions of any kind whatsoever with respect to any Securities or Collateral.

Income Determination Period, in relation to a particular loan of Securities, means:

(a) in relation to the Securities, the period commencing when the Securities cease to be registered in the name of the Lender (or the relevant transferor) upon or before delivery of those Securities under clause 3 and ending when Equivalent Securities are registered in the name of the Lender (or the relevant transferee) upon or following redelivery of those Equivalent Securities under clause 7.1; and

(b) in relation to Collateral (other than Cash Collateral), the period commencing when the Collateral ceases to be registered in the name of the Borrower (or the relevant transferor) upon or before delivery of that Collateral under clause 6.1 and ending when Equivalent Collateral is registered in the name of the Borrower (or the relevant transferee) upon or following redelivery of that Equivalent Collateral under clause 6.6.

Income Payment Date, in relation to any Securities or Collateral, means the date on which Income is paid in respect of such Securities or Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income.

Lender, in relation to a particular loan of Securities, means the Lender as referred to in Recital A of this Agreement.

Margin has the meaning in paragraph 1.3 in Schedule 1.

Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral andlor Equivalent Collateral on its behalf whose appointment has been notified to the other Party.

Non-Defaulting Party has the meaning given in clause 12.

Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available offer price thereof on the most appropriate market in a standard size.

Offer Value, subject to clause 8.5, means:

• (a) in relation to Collateral equivalent to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph l.2(d) in Schedule 1; and
• (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral (more specifically referred to in paragraph 1.1 in Schedule I), the amount it would cost to buy such Equivalent Securities or Equivalent Collateral at the Offer Price thereof at such time plus all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

paid, in relation to a Dividend, includes credited, distributed or issued and like terms are to be construed accordingly.

Parties means the Lender and the Borrower and Party shall be construed accordingly.

Performance Date has the meaning given in clause 8.

Posted Collateral has the meaning given in clause 6.2(a)(i).

Principal has the meaning given in clause 14.

Reference Price means:

• (a) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to type (g) (more specifically referred to in paragraph 1.1 in Schedule I), such price as is equal to the mid market quotation of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service (such as the services provided by SEATS or Reuters) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case at Close of Business on the previous Business Day; and

(b) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to Collateral types @)-(0 (more specifically referred to in paragraph 1.1 in Schedule I), the market value thereof as derived fiom the prices or rates bid by a market maker or reputable dealer for the relevant instrument reasonably chosen by the Lender in good faith or, in the absence of such a bid, the average of the rates bid by two leading market makers reasonably chosen in good faith by the Lender in each case at Close of Business on the previous Business Day.

Relevant Payment Date has the meaning given in clause 4.2(a).

Required Collateral Value has the meaning given in clause 6.3.

Rules means the rules for the time being of the Stock Exchange (where either Party is a member of the Stock Exchange) and/or any other regulatory authority whose rules and regulations shall from time to time affect the activities of the Parties pursuant to this Agreement (provided that in an Event of Default, where either Party is a member of the Stock Exchange, the Rules and Regulations of the Stock Exchange shall prevail).

Securities means "eligible securities" within the meaning of section 26BC(1) of the Tax Act which the Borrower is entitled to borrow from the Lender in accordance with the Rules and which are the subject of a loan pursuant to this Agreement and such term shall include the certificates or other documents of title (if any) in respect of the foregoing.

Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.

Standard Settlement Time, in relation to Australian Securities, means T + 5 Australian business days on which the Australian Stock Exchange Limited is open for trading, or such lesser time in which transactions in Australia in listed securities are customarily required to be settled.

Stock Exchange means the Australian Stock Exchange Limited.

Tax Act means the Income Tax Assessment Act 1936 (Commonwealth of Australia).

Transfer of Dividend Statement, in relation to Dividends, means a properly completed document in the form, or substantially in the form, of Appendix 6.26 to the Rules or a properly completed statement in another approved form within the meaning of the definition of that term in section 160APA of the Tax Act.

Unfranked Dividend means a Dividend no part of which has been franked in accordance with the Tax Act.

Value at any particular time means, in relation to Securities and Equivalent Securities, the Reference Price thereof then current and in respect of Collateral andlor Equivalent Collateral such worth as determined in accordance with paragraph 1.2 in Schedule 1.

27 Governing Law and Jurisdiction

27.1 [Governing law] This Agreement is governed by, and shall be construed in accordance with, the law in force in New South Wales, Australia.

27.2 [Consent to jurisdiction] Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales in respect of any dispute in connection with this Agreement.

EXECUTED as an agreement

Schedule 'l - Particulars

1 COLLATERAL (see definition in clause 26, and also clause 6)

1.1 Types (see definition of "Collateral" in clause 26)

Collateral acceptable under this Agreement may include the following, whether transferable by hand or within a depositary:

• (a) Cash;
• (b) Australian Government Inscribed Stock;
• (c) Australian, State or Territory Government stock, bonds or promissory notes (including those issued by any statutory corporation such as Treasury Corporation of New South Wales);
• (d) Bills of exchange accepted by any bank carrying on business in Australia ("Bankers Acceptances");
• (e) Promissory notes issued by any such bank;
• (f) Certificates of Deposit issued by any such bank;
• (g) Corporate bonds in registrable or bearer form;
• (h) such Collateral as agreed between the Parties from time to time.

Valuation of Collateral (see definition of "Value" in clause 26 and clause 6.2)

Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:

• (a) in respect of Collateral type (a), the amount thereof in, or converted into, the Base Currency;
• (b) in respect of Collateral type (b), the value calculated by reference to the middle market price of each stock as determined daily by the Reserve Bank of Australia, adjusted to include the accumulated interest thereon;
• (c) in respect of Collateral types (c) to (h), the Reference Price thereof.

Margin (see definition in clause 26 and clause 6.3)

The Value of any Collateral delivered, or to be delivered, pursuant to clause 6 by the Borrower to the Lender under the terms and conditions of this Agreement shall on each Business Day represent not less than the Value of the borrowed Securities together with the following additional percentages, hereinbefore referred to as ("the Margin"), unless otherwise agreed between the Parties:

• (a) in the case of Collateral type (a): 5%; or
• (b) in the case of Collateral types (b) to (f): 10% (except that, for Certificates of Deposit, the Margin shall be the accumulated interest thereon); or

(c) in the case of Collateral type (g) and Ch): as agreed between the Parties.

If the Value of the borrowed Securities includes any margin over the mid market price of the borrowed Securities, this shall be taken into account in determining the Margin applicable.

1.4 Basis of Margin Maintenance (see clause 6.4)

Minimum period after demand for transferring Collateral or Equivalent Collateral:

• (a) Cash Collateral: within one Business Day;
• (b) Equivalent Collateral: within one Business Day or as otherwise determined by the Borrower in the Borrower's absolute discretion;
• (c) Other Collateral (ie a Letter of Credit): within one Business Day or as otherwise determined by the Borrower in the Borrower's absolute discretion.

1.5 Minimum adjustments (see clauses 6.2(a)(iO and (iii))

• (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than the greater of:
• (i) \$5,000; and
• (ii) 2% of the Value of the Required Collateral Value.
• (b) The Borrower may not demand the return of Collateral provided to the Lender if the Borrower has committed an Event of Default in respect of any transaction or if the aggregate excess calculated in accordance with clause 6.2 is less than the greater of:
• (i) \$5,000; and
• (ii) 2% of the Required Collateral Value.

2 BASE CURRENCY (see defirtition in clause 26 and clause 1.6)

The Base Currency applicable to this Agreement is Australian Dollars.

3 LENDER'S WARRANTIES (see clause lo(#))

clause 10(d) shall not apply to Warburg Dillon Read Australia Equities Limited and shall / shall not [please advise] apply to [insert name if not a resident of Australia and where any transaction is not entered into through any branch of that non-resident in Australia].

4 VOTING (see clause 4.3)

Clause 4.3 does apply.

5 PLACE OF BUSINESS (see definition of "Business Day" in clause 26)

Sydney and Melbourne.

6 ADDRESS FOR NOTICES AND STATUS OF PARTIES (see clause 20.1)

6.1 Address for notices or communications to

Warburg Dillon Read Australia Equities Limited:

Address: Level 25, Governor Phillip Tower, 1 Farrer Place, Sydney 2000 Attention: Securities Lending Manager Facsimile No: (02) 9240 7595 ~ele~hone No:(02) 9324 2000

Electronic Messaging System Details: AA70732

which is an Australian Taxpayer.

6.2 Address for notices or communications to Bankers Trust Australia Limited:

Address: Level 2, Chifley Tower, 2 Chifley Square,

Sydney 2000

Attention: Securities Lending Manager

Facsimile No: (02) 9259 9466

Telephone No: (02) 9259 2756

Electronic Messaging System Details:

which is an Australian Taxpayer.

7 COMPENSATION FOR LOSS OF FRANKING CREDITS/REBATES (see clause 9.2)

Is not required by

[INSERT NAME OF RELEVANT AUSTRALIAN TAXPAYER PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: There is no need to insert the name of any Party who is not an Australian Taxpayer, as such a party is not entitled to compensation in any event.]

8 COMPENSATION FOR LOSS OF INTERCORPORATE DIVIDEND REBATE (see clause 9.3)

Is not required by

[INSERT NAME OF RELEVANT PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: Only the name of a resident company (which is not a private company for the purposes of the Tax Act) or a trust estate that is treated as a resident company for the purposes of the Tax Act should be inserted in this item.]

* DELETE ONE ALTERNATIVE

Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26)

To: [Name and Address of Lender]

This is a Borrowing Request under the Master Securities Lending Agreement between us dated # (the "Agreement")

• 1 We wish to make the following borrowing of Securities:
• (a) Description of Securities: # [eg "fully paid ordinary shares in # "1 Amount of Securities: # [eg "1 million"]
• Proposed Settlement Date of # [eg "today"] Borrowing:
• Time, Mode and Place of Delivery of Securities, including (as appropriate) settlement system and account to which delivery is to be made:

Duration of Loan: No longer than eleven months and 20 days after the Borrowed Securities are delivered under

[eg "to the account of #, HIN #, in CHESS"]

(f) Type of Collateral: # [eg "Cash"]

(g) Time, Mode and Place of Delivery of # [eg "dvp on CHESS"] Collateral:

this Borrowing Request.

(h) Rates (see clause 5.1 of the #[eg (a) " #% per annum on the Cash

Agreement): Collateral", or (b) "# % per annum on the daily value of the Borrowed Securities" as appropriate].

2 Please confirm your acceptance of this Borrowing Request by return fax.

Dated: #

For and on behalf of Dame of Borrower]

Signature of Authorised Representative

Name and title of Authorised Representative

Schedule 3 Supplementary Terms and Conditions (if any)

This Schedule forms part of and amends the Master Securities Lending Agreement (including Schedule 1) to which it is a Schedule, as follows:

• (a) Clause 9 is amended by replacing the words, "[lo Business Days]", where they occur in clause 9.2(f)(i), with the words, "3 Business Days".
• (b) Sub clause 12.2 is deleted and replaced with:
• "12.2 [Obligation of each Party to noti@] Each Party shall notifj! the other if an event occurs that, with the serving of written notice by the Non-Defaulting Party on the Defaulting Party, would constitute an Event of Default."
• (c) Agency Transactions may not be effected under this Agreement and accordingly clause 14 will not apply.
• (d) Clause 15 is amended by adding the following paragraph:

"Any termination pursuant to this clause 15 will be without prejudice to the rights or remedies of either party against the other in respect of any breach of this Agreement occurring before such termination."

• (e) Sub-clause 25.4 is amended by replacing the word, "or7' with the word, "of'
• (f) Insert the following new sub-clause:
• "25.7 If either Party ("Party B") requires the other Party ("Party A") to act as its custodian in respect of any Securities or Collateral, then to the extent required by applicable law, all Securities and Collateral in the possession of Party A shall be segregated fiom other securities belonging to Party A by appropriate identification in the books of Party A."
• Sub-paragraph (a) of the definition of "Reference Price" in clause 26 is amended by adding, after the words, "to type (g)" in the second line of that sub-paragraph, the words, "and (h)".
• Clause 2.1

The Borrowing Request may be made orally by the Borrower. Following receipt of the Borrowing Request the Lender, in its absolute discretion, may accept the Borrowing Request by serving on the Borrower a Confirmation.

Clause 6.603)

Property in and title to the Equivalent Collateral redelivered by the Lender through a book entry transfer system shall not pass to the Borrower until the Securities due for redelivery have been received by the Lender.

This provision shall (except to the extent that the same cannot overridden) override the regulations or other provisions governing the relevant book entry system.

ti) Clause 9.2 Clause 9.2 is amended by:

(a)	deleting paragraph (d) and inserting the following:
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• "(d) "the failure of the Borrower to receive a Franked Dividend is not due to any unreasonable act or omission by or on behalf of the Lender; and";
• deleting sub-paragraph (f)(ii) and inserting the following:
• "(ii) if required by notice from the Lender, compensate the Lender for the loss of that Franked Dividend by payment on the 3rd Business Day afier the relevant Income Payment Date of an amount calculated in accordance with the following formula:

$$
\mathbf{P} = \frac{\mathbf{F}\mathbf{T}}{1-\mathbf{T}}
$$

Where:

^P- - the amount payable;

F = the amount of the Franked Dividend (or, where the Franked Dividend is partly franked, the amount of the franked component of the Franked Dividend) paid or to be paid in respect of a particular loan of Securities; and

^T- the rate of income tax, expressed as a decimal, determined under the Tax Act at the Income Payment Date as that payable in respect of the taxable income of a company (other than a private company, a company in the capacity of a trustee or a non-profit company that is a dispensary or friendly society)."

(k) Clause 9.3

Clause 9.3 shall not apply for the purpose of this Agreement.

Execution page

SIGNED by Warburg Dillon Read Australia Equities Limited by its duly appointed attorneys:

Signature

Name of attorney

SIGNED by Bankers Trust Australia Limited in the presence of:

Signature of witness

Name of witness (block letters)

2 CHtfLW SQUMC, hDNH 2000) .................................................................. Address of witness )

Occupation of witness j