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Macquarie Group Limited Major Shareholding Notification 2013

Jan 14, 2013

10518_rns_2013-01-14_8b57d545-e7d0-4169-8f32-223606b8b054.pdf

Major Shareholding Notification

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Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To: Company Name/Scheme
ABN/ACN/ARSN
Silver Lake Resources Ltd
38 108 779 782
SLR.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
There holder ceased to be a substantial holder on: 11 January 2013
The previous notice was given to the company on: 19 October 2012
The previous notice was dated: 17 October 2012

2. Change in relevant interests

The particulars of each change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Person whose relevant Nature of change Consideration given in Number of securities Class Person's votes
change interest has changed relation to change affected affected
See Annexure B

3. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

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

4. Addresses

The addresses of persons named in this form are as follows:
Name Address
MQG Level 7, No 1 Martin Place, Sydney NSW 2000
C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia
MACQUARIE INVESTMENT MANAGEMENT LTD 2000
MACQUARIE BANK LIMITED Level 3 25 National Circuit Forrest Australian Capital Territory Australia 2603
MACQUARIE FUNDS MANAGEMENT HONG Level 18, One International Finance Centre 1 Harbour View Street Central Hong Kong
KONG LIMITED
C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia
MACQUARIE LIFE LIMITED 2000
MQ SPECIALIST INVESTMENT MANAGEMENT C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia
LIMITED 2000
Signature print name Dennis Leong Capacity Company Secretary
sign here Date 15 January 2013

ANNEXURE 'A'

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

Dennis Leong Company Secretary, Macquarie Group Limited 15 January 2013

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
128 115 266 ARES CAPITAL MANAGEMENT TRUST
ARES INTERNATIONAL RESEARCH PTY LTD
Australia
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 16 page(s) referred to in the Notice of ceasing to be a substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 15 January 2013

Consideration

Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
18-Oct-12 MBL On market sale AUD 3.82 -689 FPO 689
18-Oct-12 MBL On market purchase AUD 3.86 299 FPO 299
19-Oct-12 MBL On market sale AUD 3.80 -129 FPO 129
19-Oct-12 MBL On market sale AUD 3.80 -129 FPO 129
19-Oct-12 MBL On market sale AUD 3.81 -247 FPO 247
19-Oct-12 MBL On market sale -4,894 4,894
19-Oct-12 MBL On market purchase AUD 3.81
AUD 3.81
75,000 FPO
FPO
75,000
19-Oct-12 MBL On market sale AUD 3.86 -5,009 FPO 5,009
19-Oct-12 MBL On market sale AUD 3.86 -8,015 FPO 8,015
22-Oct-12 MBL On market sale AUD 3.74 -230 FPO 230
22-Oct-12 MBL On market sale AUD 3.70 -5,000 FPO 5,000
22-Oct-12 MBL On market purchase AUD 3.69 5,000 FPO 5,000
22-Oct-12 MBL On market sale AUD 3.70 -230 FPO 230
22-Oct-12 MBL On market sale AUD 3.70 -1,193 FPO 1,193
23-Oct-12 MBL On market sale AUD 3.73 -229 FPO 229
23-Oct-12 MBL On market sale AUD 3.74 -129 FPO 129
23-Oct-12 MBL On market sale AUD 3.72 -353 FPO 353
23-Oct-12 MBL On market sale AUD 3.71 -34 FPO 34
23-Oct-12 MBL On market sale AUD 3.72 -387 FPO 387
23-Oct-12 MBL On market sale AUD 3.72 -129 FPO 129
23-Oct-12 MBL On market sale AUD 3.71 -147 FPO 147
23-Oct-12 MBL On market sale AUD 3.69 -294 FPO 294
23-Oct-12 MBL On market sale AUD 3.70 -441 FPO 441
23-Oct-12 MBL On market sale AUD 3.70 -441 FPO 441
23-Oct-12 MBL On market sale AUD 3.68 -210 FPO 210
23-Oct-12 MBL On market sale AUD 3.68 -626 FPO 626
24-Oct-12 MBL On market purchase AUD 3.57 1,000 FPO 1,000
24-Oct-12 MBL On market sale AUD 3.62 -229 FPO 229
24-Oct-12 MBL On market sale AUD 3.57 -294 FPO 294
24-Oct-12 MBL On market sale AUD 3.57 -147 FPO 147
24-Oct-12 MBL On market sale AUD 3.56 -147 FPO 147
24-Oct-12 MBL On market sale AUD 3.58 -2,346 FPO 2,346
25-Oct-12 MBL On market purchase AUD 3.53 115 FPO 115
25-Oct-12 MBL On market purchase AUD 3.52 82 FPO 82
25-Oct-12 MBL On market sale AUD 3.52 -128 FPO 128
25-Oct-12 MBL On market purchase AUD 3.48 46 FPO 46
25-Oct-12 MBL On market purchase AUD 3.44 688 FPO 688
26-Oct-12 MBL On market sale AUD 3.48 -229 FPO 229
26-Oct-12 MBL On market sale AUD 3.54 -101 FPO 101
26-Oct-12 MBL On market sale AUD 3.51 -128 FPO 128
26-Oct-12 MBL On market sale AUD 3.50 -256 FPO 256
26-Oct-12 MBL On market sale AUD 3.47 -1,853 FPO 1,853
29-Oct-12 MBL On market purchase AUD 3.44 229 FPO 229
29-Oct-12 MBL On market purchase AUD 3.45 77 FPO 77
29-Oct-12 MBL On market purchase AUD 3.48 51 FPO 51
29-Oct-12 MBL On market purchase AUD 3.45 128 FPO 128
29-Oct-12 MBL On market purchase AUD 3.47 128 FPO 128
29-Oct-12 MBL On market purchase AUD 3.47 128 FPO 128
29-Oct-12 MBL On market purchase AUD 3.45 2,856 FPO 2,856
30-Oct-12 MBL On market purchase AUD 3.42 229 FPO 229
30-Oct-12 MBL On market purchase AUD 3.39 133 FPO 133
30-Oct-12 MBL On market purchase AUD 3.38 133 FPO 133
30-Oct-12 MBL On market purchase AUD 3.39 133 FPO 133
30-Oct-12 MBL On market purchase AUD 3.38 147 FPO 147
30-Oct-12 MBL On market purchase AUD 3.38 2,180 FPO 2,180
31-Oct-12 MBL On market purchase AUD 3.48 137 FPO 137
31-Oct-12 MBL On market purchase AUD 3.51 3,299 FPO 3,299
31-Oct-12 MBL On market purchase AUD 3.41 344 FPO 344
01-Nov-12 MBL On market sale AUD 3.52 -458 FPO 458
01-Nov-12 MBL On market purchase AUD 3.45 229 FPO 229
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
01-Nov-12 MBL On market purchase AUD 3.45 229 FPO 229
01-Nov-12 MBL On market sale AUD 3.42 -985 FPO 985
02-Nov-12 MBL On market sale AUD 3.44 -343 FPO 343
02-Nov-12 MBL On market sale AUD 3.46 -101 FPO 101
02-Nov-12
05-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.39
AUD 3.29
-1,502
-229
FPO
FPO
1,502
229
05-Nov-12 MBL On market purchase AUD 3.25 101 FPO 101
05-Nov-12 MBL On market purchase AUD 3.30 1,433 FPO 1,433
06-Nov-12 MBL On market sale AUD 3.27 -343 FPO 343
07-Nov-12 MBL On market sale AUD 3.35 -343 FPO 343
07-Nov-12 MBL On market sale AUD 3.33 -133 FPO 133
07-Nov-12 MBL On market sale AUD 3.37 -439 FPO 439
08-Nov-12 MBL On market purchase AUD 3.33 229 FPO 229
08-Nov-12 MBL On market sale AUD 3.36 -343 FPO 343
08-Nov-12
08-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.32
AUD 3.34
128
2,367
FPO
FPO
128
2,367
08-Nov-12 MBL On market purchase AUD 3.37 10,078 FPO 10,078
09-Nov-12 MBL On market purchase AUD 3.39 101 FPO 101
09-Nov-12 MBL On market purchase AUD 3.45 128 FPO 128
09-Nov-12 MBL On market purchase AUD 3.47 128 FPO 128
09-Nov-12 MBL On market purchase AUD 3.46 384 FPO 384
09-Nov-12 MBL On market purchase AUD 3.47 128 FPO 128
09-Nov-12
09-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.48
AUD 3.51
128
2,413
FPO
FPO
128
2,413
12-Nov-12 MBL On market sale AUD 3.52 -343 FPO 343
12-Nov-12 MBL On market purchase AUD 3.55 128 FPO 128
12-Nov-12 MBL On market purchase AUD 3.51 810 FPO 810
13-Nov-12 MBL On market purchase AUD 3.50 229 FPO 229
13-Nov-12
14-Nov-12
MBL
MBL
On market purchase
On market sale
AUD 3.33
AUD 3.26
1,945
-16
FPO
FPO
1,945
16
14-Nov-12 MBL On market sale AUD 3.26 -320 FPO 320
14-Nov-12 MBL On market sale AUD 3.26 -5,578 FPO 5,578
14-Nov-12 MBL On market purchase AUD 3.26 5,578 FPO 5,578
15-Nov-12 MBL On market sale AUD 3.20 -2,561 FPO 2,561
15-Nov-12 MBL On market purchase AUD 3.20 17,583 FPO 17,583
15-Nov-12
15-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.20 22,983
18,384
FPO 22,983
18,384
15-Nov-12 MBL On market purchase AUD 3.20
AUD 3.20
3,000 FPO
FPO
3,000
15-Nov-12 MBL On market sale AUD 3.20 -40,000 FPO 40,000
15-Nov-12 MBL On market purchase AUD 3.20 35,640 FPO 35,640
15-Nov-12 MBL On market sale AUD 3.20 -40,000 FPO 40,000
15-Nov-12 MBL On market purchase AUD 3.20 156 FPO 156
15-Nov-12
15-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.23
AUD 3.20
30,000
4,586
FPO
FPO
30,000
4,586
15-Nov-12 MBL On market sale AUD 3.20 -22,332 FPO 22,332
16-Nov-12 MBL On market purchase AUD 3.19 229 FPO 229
16-Nov-12 MBL On market purchase AUD 3.14 128 FPO 128
16-Nov-12 MBL On market sale AUD 3.17 -128 FPO 128
16-Nov-12
16-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.18
AUD 3.19
-128
-101
FPO
FPO
128
101
16-Nov-12 MBL On market sale AUD 3.19 -128 FPO 128
16-Nov-12 MBL On market sale AUD 3.19 -215 FPO 215
19-Nov-12 MBL On market purchase AUD 3.22 229 FPO 229
19-Nov-12 MBL On market purchase AUD 3.26 3,000 FPO 3,000
19-Nov-12
19-Nov-12
MBL
MBL
On market purchase
On market sale
AUD 3.26
AUD 3.31
7,000
-10,000
FPO
FPO
7,000
10,000
19-Nov-12 MBL On market purchase AUD 3.32 1,257 FPO 1,257
20-Nov-12 MBL On market sale AUD 3.39 -343 FPO 343
20-Nov-12 MBL On market sale AUD 3.43 -128 FPO 128
20-Nov-12 MBL On market sale AUD 3.44 -5,000 FPO 5,000
20-Nov-12
21-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.45
AUD 3.48
-695
-5,000
FPO
FPO
695
5,000
21-Nov-12 MBL On market sale AUD 3.49 -128 FPO 128
21-Nov-12 MBL On market sale AUD 3.48 -10,000 FPO 10,000
21-Nov-12 MBL On market sale AUD 3.50 -1,243 FPO 1,243
22-Nov-12 MBL On market purchase AUD 3.52 571 FPO 571
22-Nov-12
22-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.56
AUD 3.54
256
384
FPO
FPO
256
384
22-Nov-12 MBL On market purchase AUD 3.52 128 FPO 128
22-Nov-12 MBL On market purchase AUD 3.50 256 FPO 256
22-Nov-12 MBL On market purchase AUD 3.51 3,500 FPO 3,500
23-Nov-12 MBL On market purchase AUD 3.41 256 FPO 256
23-Nov-12
23-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.42
AUD 3.41
2,000
795
FPO
FPO
2,000
795
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
26-Nov-12 MBL On market purchase AUD 3.48 128 FPO 128
26-Nov-12 MBL On market sale AUD 3.49 -2,000 FPO 2,000
26-Nov-12 MBL On market purchase AUD 3.48 128 FPO 128
26-Nov-12
26-Nov-12
MBL
MBL
On market purchase
On market sale
AUD 3.47 128
-247
FPO 128
247
26-Nov-12 MBL On market sale AUD 3.45
AUD 3.41
-5,173 FPO
FPO
5,173
26-Nov-12 MBL On market purchase AUD 3.41 5,173 FPO 5,173
27-Nov-12 MBL On market purchase AUD 3.50 228 FPO 228
27-Nov-12 MBL On market purchase AUD 3.45 128 FPO 128
27-Nov-12 MBL On market purchase AUD 3.44 128 FPO 128
27-Nov-12 MBL On market purchase AUD 3.45 128 FPO 128
27-Nov-12 MBL On market purchase AUD 3.45 2,198 FPO 2,198
28-Nov-12
28-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.46
AUD 3.44
-228
-2,055
FPO
FPO
228
2,055
29-Nov-12 MBL On market purchase AUD 3.43 343 FPO 343
29-Nov-12 MBL On market sale AUD 3.42 -5,207 FPO 5,207
29-Nov-12 MBL On market purchase AUD 3.40 128 FPO 128
29-Nov-12 MBL On market sale AUD 3.42 -4,793 FPO 4,793
29-Nov-12 MBL On market purchase AUD 3.41 128 FPO 128
29-Nov-12
29-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.42
AUD 3.42
146
146
FPO
FPO
146
146
29-Nov-12 MBL On market purchase AUD 3.41 146 FPO 146
29-Nov-12 MBL On market purchase AUD 3.44 5,124 FPO 5,124
29-Nov-12 MBL On market purchase AUD 3.42 2,891 FPO 2,891
30-Nov-12 MBL On market purchase AUD 3.42 128 FPO 128
30-Nov-12 MBL On market purchase AUD 3.44 384 FPO 384
30-Nov-12
30-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.46
AUD 3.46
438
146
FPO
FPO
438
146
30-Nov-12 MBL On market purchase AUD 3.47 2,100 FPO 2,100
03-Dec-12 MBL On market sale AUD 3.44 -228 FPO 228
03-Dec-12 MBL On market purchase AUD 3.43 128 FPO 128
03-Dec-12 MBL On market purchase AUD 3.47 10,113 FPO 10,113
03-Dec-12 MBL On market purchase AUD 3.41 142 FPO 142
03-Dec-12
03-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.40
AUD 3.41
132
3,205
FPO
FPO
132
3,205
04-Dec-12 MBL On market purchase AUD 3.41 342 FPO 342
04-Dec-12 MBL On market purchase AUD 3.32 100 FPO 100
04-Dec-12 MBL On market purchase AUD 3.30 128 FPO 128
04-Dec-12
05-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.27 -456
-456
FPO 456
456
05-Dec-12 MBL On market purchase AUD 3.24
AUD 3.25
384 FPO
FPO
384
05-Dec-12 MBL On market purchase AUD 3.23 256 FPO 256
05-Dec-12 MBL On market purchase AUD 3.19 640 FPO 640
05-Dec-12 MBL On market purchase AUD 3.22 128 FPO 128
05-Dec-12 MBL On market purchase AUD 3.25 1,307 FPO 1,307
06-Dec-12
06-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.20
AUD 3.20
-342
-1,620
FPO
FPO
342
1,620
07-Dec-12 MBL On market purchase AUD 3.16 456 FPO 456
07-Dec-12 MBL On market purchase AUD 3.23 128 FPO 128
07-Dec-12 MBL On market purchase AUD 3.21 256 FPO 256
07-Dec-12 MBL On market purchase AUD 3.21 128 FPO 128
07-Dec-12
07-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.20
AUD 3.23
384
2,093
FPO
FPO
384
2,093
07-Dec-12 MBL On market purchase AUD 3.20 3,032 FPO 3,032
10-Dec-12 MBL On market purchase AUD 3.27 228 FPO 228
10-Dec-12 MBL On market purchase AUD 3.29 5,000 FPO 5,000
10-Dec-12 MBL On market sale AUD 3.30 -384 FPO 384
10-Dec-12
10-Dec-12
MBL
MBL
On market sale
On market purchase
AUD 3.29
AUD 3.22
-4,980
5,000
FPO
FPO
4,980
5,000
11-Dec-12 MBL On market purchase AUD 3.31 114 FPO 114
11-Dec-12 MBL On market purchase AUD 3.31 447 FPO 447
11-Dec-12 MBL On market sale AUD 3.32 -228 FPO 228
11-Dec-12 MBL On market sale AUD 3.31 -128 FPO 128
11-Dec-12
11-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.27
AUD 3.25
127
3,000
FPO
FPO
127
3,000
11-Dec-12 MBL On market purchase AUD 3.23 1 FPO 1
11-Dec-12 MBL On market purchase AUD 3.26 128 FPO 128
11-Dec-12 MBL On market purchase AUD 3.24 128 FPO 128
11-Dec-12 MBL On market purchase AUD 3.25 3,439 FPO 3,439
12-Dec-12
12-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.24
AUD 3.26
114
128
FPO
FPO
114
128
12-Dec-12 MBL On market purchase AUD 3.26 1,765 FPO 1,765
13-Dec-12 MBL On market sale AUD 3.31 -3,000 FPO 3,000
13-Dec-12 MBL On market sale AUD 3.36 -23 FPO 23
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
14-Dec-12 MBL On market purchase AUD 3.40 356 FPO 356
14-Dec-12 MBL On market purchase AUD 3.43 256 FPO 256
14-Dec-12 MBL On market sale AUD 3.47 -10,000 FPO 10,000
14-Dec-12
17-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.47 984
10,000
FPO 984
10,000
17-Dec-12 MBL On market sale AUD 3.24
AUD 3.22
-128 FPO
FPO
128
17-Dec-12 MBL On market sale AUD 3.21 -200 FPO 200
17-Dec-12 MBL On market purchase AUD 3.16 1,600 FPO 1,600
17-Dec-12 MBL On market purchase AUD 3.19 328 FPO 328
17-Dec-12 MBL On market sale AUD 3.22 -1,094 FPO 1,094
18-Dec-12 MBL On market purchase AUD 3.24 342 FPO 342
18-Dec-12
18-Dec-12
MBL
MBL
On market purchase
On market sale
AUD 3.25
AUD 3.26
100
-1,600
FPO
FPO
100
1,600
18-Dec-12 MBL On market purchase AUD 3.28 12 FPO 12
18-Dec-12 MBL On market purchase AUD 3.33 244 FPO 244
18-Dec-12 MBL On market purchase AUD 3.31 256 FPO 256
18-Dec-12 MBL On market purchase AUD 3.30 128 FPO 128
18-Dec-12 MBL On market purchase AUD 3.27 3,408 FPO 3,408
19-Dec-12
19-Dec-12
MBL
MBL
On market purchase
On market sale
AUD 3.25
AUD 3.23
342
-1,000
FPO
FPO
342
1,000
19-Dec-12 MBL On market sale AUD 3.30 -684 FPO 684
20-Dec-12 MBL On market purchase AUD 3.25 60,583 FPO 60,583
20-Dec-12 MBL On market purchase AUD 3.25 2,295 FPO 2,295
20-Dec-12 MBL On market sale AUD 3.21 -101 FPO 101
20-Dec-12
20-Dec-12
MBL
MBL
On market purchase
On market sale
AUD 3.21
AUD 3.30
1,000
-9,867
FPO
FPO
1,000
9,867
20-Dec-12 MBL On market sale AUD 3.23 -941 FPO 941
20-Dec-12 MBL On market sale AUD 3.21 -9,899 FPO 9,899
20-Dec-12 MBL On market purchase AUD 3.21 101 FPO 101
20-Dec-12 MBL On market sale AUD 3.21 -101 FPO 101
21-Dec-12 MBL On market sale AUD 3.19 -459 FPO 459
21-Dec-12
21-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.13
AUD 3.10
-102
-156
FPO
FPO
102
156
21-Dec-12 MBL On market sale AUD 3.06 -129 FPO 129
21-Dec-12 MBL On market sale AUD 3.06 -30,000 FPO 30,000
21-Dec-12 MBL On market sale AUD 3.13 -646 FPO 646
21-Dec-12 MBL On market sale AUD 3.13 -4,147 FPO 4,147
24-Dec-12
24-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.10
AUD 3.15
114
1,260
FPO
FPO
114
1,260
27-Dec-12 MBL On market sale AUD 3.19 -3,215 FPO 3,215
27-Dec-12 MBL On market sale AUD 3.20 -764 FPO 764
27-Dec-12 MBL On market sale AUD 3.17 -221 FPO 221
28-Dec-12 MBL On market purchase AUD 3.25 954 FPO 954
31-Dec-12
31-Dec-12
MBL
MBL
On market sale
On market purchase
AUD 3.33
AUD 3.30
-763
382
FPO
FPO
763
382
31-Dec-12 MBL On market sale AUD 3.32 -688 FPO 688
31-Dec-12 MBL On market sale AUD 3.32 -4,118 FPO 4,118
02-Jan-13 MBL On market sale AUD 3.39 -762 FPO 762
02-Jan-13 MBL On market purchase AUD 3.42 12,239 FPO 12,239
02-Jan-13
02-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.42
AUD 3.46
750
-12
FPO
FPO
750
12
02-Jan-13 MBL On market purchase AUD 3.45 57 FPO 57
02-Jan-13 MBL On market sale AUD 3.45 -1,337 FPO 1,337
02-Jan-13 MBL On market purchase AUD 3.44 1,255 FPO 1,255
02-Jan-13 MBL On market sale AUD 3.45 -1,296 FPO 1,296
02-Jan-13
02-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.45 82
-45
FPO 82
45
03-Jan-13 MBL On market sale AUD 3.45
AUD 3.47
-1,334 FPO
FPO
1,334
03-Jan-13 MBL On market sale AUD 3.45 -168 FPO 168
03-Jan-13 MBL On market sale AUD 3.42 -762 FPO 762
03-Jan-13 MBL On market sale AUD 3.42 -213 FPO 213
03-Jan-13 MBL On market purchase AUD 3.42 2,000 FPO 2,000
03-Jan-13
03-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.44
AUD 3.43
-426
-426
FPO
FPO
426
426
03-Jan-13 MBL On market sale AUD 3.43 -213 FPO 213
03-Jan-13 MBL On market sale AUD 3.43 -426 FPO 426
03-Jan-13 MBL On market sale AUD 3.43 -2 FPO 2
03-Jan-13 MBL On market sale AUD 3.43 -12 FPO 12
03-Jan-13
03-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.44
AUD 3.45
2,127
-158
FPO
FPO
2,127
158
03-Jan-13 MBL On market purchase AUD 3.44 219 FPO 219
03-Jan-13 MBL On market sale AUD 3.45 -6,326 FPO 6,326
03-Jan-13 MBL On market purchase AUD 3.44 4,199 FPO 4,199
03-Jan-13 MBL On market sale AUD 3.45 -689 FPO 689
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
03-Jan-13 MBL On market purchase AUD 3.44 642 FPO 642
03-Jan-13 MBL On market sale AUD 3.44 -1,252 FPO 1,252
04-Jan-13 MBL On market sale AUD 3.34 -213 FPO 213
04-Jan-13 MBL On market sale AUD 3.35 -168 FPO 168
04-Jan-13 MBL On market sale AUD 3.40 -1,524 FPO 1,524
04-Jan-13
04-Jan-13
MBL
MBL
On market purchase
On market purchase
AUD 3.35
AUD 3.33
10,000
7,011
FPO
FPO
10,000
7,011
04-Jan-13 MBL On market sale AUD 3.22 -213 FPO 213
04-Jan-13 MBL On market sale AUD 3.21 -101 FPO 101
04-Jan-13 MBL On market purchase AUD 3.21 99 FPO 99
04-Jan-13 MBL On market purchase AUD 3.21 1,800 FPO 1,800
04-Jan-13 MBL On market sale AUD 3.22 -39 FPO 39
04-Jan-13 MBL On market purchase AUD 3.22 2,751 FPO 2,751
04-Jan-13
04-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.25
AUD 3.23
-161
-6,460
FPO
FPO
161
6,460
04-Jan-13 MBL On market purchase AUD 3.23 3,709 FPO 3,709
04-Jan-13 MBL On market sale AUD 3.23 -4,207 FPO 4,207
04-Jan-13 MBL On market purchase AUD 3.23 202 FPO 202
07-Jan-13 MBL On market purchase AUD 3.27 762 FPO 762
07-Jan-13 MBL On market sale AUD 3.20 -213 FPO 213
07-Jan-13
07-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.13
AUD 3.10
-213
-213
FPO
FPO
213
213
07-Jan-13 MBL On market sale AUD 3.12 -944 FPO 944
07-Jan-13 MBL On market sale AUD 3.09 -26 FPO 26
07-Jan-13 MBL On market purchase AUD 3.08 157 FPO 157
07-Jan-13 MBL On market purchase AUD 3.08 2,744 FPO 2,744
07-Jan-13
07-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.08
AUD 3.08
63
-5,764
FPO
FPO
63
5,764
07-Jan-13 MBL On market sale AUD 3.07 -2,836 FPO 2,836
07-Jan-13 MBL On market sale AUD 3.07 -194 FPO 194
07-Jan-13 MBL On market purchase AUD 3.07 3,020 FPO 3,020
08-Jan-13 MBL On market purchase AUD 3.09 5,000 FPO 5,000
08-Jan-13 MBL
MBL
On market sale
On market sale
AUD 3.06
AUD 3.07
-213 FPO 213
16,054
08-Jan-13
08-Jan-13
MBL On market sale AUD 3.06 -16,054
-639
FPO
FPO
639
08-Jan-13 MBL On market sale AUD 3.04 -24 FPO 24
08-Jan-13 MBL On market purchase AUD 3.02 125 FPO 125
08-Jan-13 MBL On market purchase AUD 3.01 125 FPO 125
08-Jan-13 MBL
MBL
On market purchase
On market sale
AUD 3.01
AUD 2.99
4,173 FPO 4,173
226
08-Jan-13
08-Jan-13
MBL On market sale AUD 2.99 -226
-4,173
FPO
FPO
4,173
08-Jan-13 MBL On market sale AUD 2.99 -6,196 FPO 6,196
09-Jan-13 MBL On market sale AUD 3.02 -168 FPO 168
09-Jan-13 MBL On market sale AUD 3.02 -168 FPO 168
09-Jan-13 MBL On market purchase AUD 3.00 53 FPO 53
09-Jan-13
09-Jan-13
MBL
MBL
On market sale
On market purchase
AUD 3.00
AUD 3.00
-59
12
FPO
FPO
59
12
09-Jan-13 MBL On market sale AUD 3.00 -36 FPO 36
09-Jan-13 MBL On market sale AUD 3.00 -258 FPO 258
09-Jan-13 MBL On market sale AUD 3.00 -76 FPO 76
09-Jan-13 MBL On market purchase AUD 2.99 203 FPO 203
09-Jan-13
09-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 2.99
AUD 3.00
5,300
-2,759
FPO
FPO
5,300
2,759
09-Jan-13 MBL On market sale AUD 3.00 -51 FPO 51
09-Jan-13 MBL On market sale AUD 2.98 -122 FPO 122
09-Jan-13 MBL On market sale AUD 2.98 -2,541 FPO 2,541
09-Jan-13 MBL On market sale AUD 2.98 -5,309 FPO 5,309
10-Jan-13
10-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.00
AUD 2.99
-1,432
-259
FPO
FPO
1,432
259
10-Jan-13 MBL On market sale AUD 2.99 -213 FPO 213
10-Jan-13 MBL On market sale AUD 3.00 -213 FPO 213
10-Jan-13 MBL On market sale AUD 3.00 -122 FPO 122
10-Jan-13 MBL On market sale AUD 3.00 -91 FPO 91
10-Jan-13
10-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.00
AUD 2.98
-717
-8,043
FPO
FPO
717
8,043
10-Jan-13 MBL On market sale AUD 3.00 -25 FPO 25
10-Jan-13 MBL On market sale AUD 2.99 -2,818 FPO 2,818
10-Jan-13 MBL On market purchase AUD 2.99 25 FPO 25
11-Jan-13 MBL On market sale AUD 3.06 -762 FPO 762
11-Jan-13
11-Jan-13
MBL
MBL
On market sale
On market sale
AUD 3.06
AUD 3.02
-213
-213
FPO
FPO
213
213
11-Jan-13 MBL On market sale AUD 3.02 -213 FPO 213
11-Jan-13 MBL On market sale AUD 3.03 -852 FPO 852
11-Jan-13 MBL On market sale AUD 3.07 -73 FPO 73
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
11-Jan-13 MBL On market sale AUD 3.07 -5,357 FPO 5,357
11-Jan-13 MBL On market purchase AUD 3.08 73 FPO 73
11-Jan-13 MBL On market sale AUD 3.08 -2,498 FPO 2,498
11-Jan-13 MBL On market purchase AUD 3.07 7,855 FPO 7,855
11-Jan-13
19-Oct-12
MBL
MBL
On market sale
On market purchase
AUD 3.07
AUD 3.78
-5,744
788
FPO
FPO
5,744
788
19-Oct-12 MBL On market sale AUD 3.81 -912 FPO 912
19-Oct-12 MBL On market purchase AUD 3.76 2,810 FPO 2,810
19-Oct-12 MBL On market sale AUD 3.80 -427 FPO 427
19-Oct-12 MBL On market purchase AUD 3.80 4,607 FPO 4,607
19-Oct-12 MBL On market purchase AUD 3.80 1,400 FPO 1,400
19-Oct-12 MBL On market purchase AUD 3.79 2,500 FPO 2,500
19-Oct-12 MBL On market sale AUD 3.80 -1,509 FPO 1,509
19-Oct-12
19-Oct-12
MBL
MBL
On market purchase
On market purchase
AUD 3.79
AUD 3.80
3,119
12,150
FPO
FPO
3,119
12,150
22-Oct-12 MBL On market sale AUD 3.74 -261 FPO 261
22-Oct-12 MBL On market sale AUD 3.71 -2,492 FPO 2,492
22-Oct-12 MBL On market purchase AUD 3.71 4,108 FPO 4,108
22-Oct-12 MBL On market purchase AUD 3.72 1,497 FPO 1,497
22-Oct-12 MBL On market purchase AUD 3.72 36 FPO 36
22-Oct-12 MBL On market sale AUD 3.71 -2,008 FPO 2,008
22-Oct-12
23-Oct-12
MBL
MBL
On market purchase
On market sale
AUD 3.72
AUD 3.72
871
-395
FPO
FPO
871
395
23-Oct-12 MBL On market purchase AUD 3.74 2,357 FPO 2,357
23-Oct-12 MBL On market sale AUD 3.70 -5,230 FPO 5,230
23-Oct-12 MBL On market purchase AUD 3.71 2,710 FPO 2,710
23-Oct-12 MBL On market sale AUD 3.72 -1,292 FPO 1,292
23-Oct-12 MBL On market purchase AUD 3.68 827 FPO 827
23-Oct-12 MBL On market sale AUD 3.74 -843 FPO 843
23-Oct-12
23-Oct-12
MBL
MBL
On market purchase
On market sale
AUD 3.73
AUD 3.70
2,150
-21
FPO
FPO
2,150
21
23-Oct-12 MBL On market sale AUD 3.73 -26 FPO 26
23-Oct-12 MBL On market purchase AUD 3.68 316 FPO 316
23-Oct-12 MBL On market sale AUD 3.71 -1,341 FPO 1,341
24-Oct-12 MBL On market purchase AUD 3.57 3,581 FPO 3,581
24-Oct-12 MBL
MBL
On market sale
On market purchase
AUD 3.59 -1 FPO 1
22
24-Oct-12
24-Oct-12
MBL On market sale AUD 3.56
AUD 3.56
22
-255
FPO
FPO
255
24-Oct-12 MBL On market sale AUD 3.57 -1 FPO 1
24-Oct-12 MBL On market sale AUD 3.58 -2,300 FPO 2,300
24-Oct-12 MBL On market purchase AUD 3.58 247 FPO 247
24-Oct-12 MBL On market purchase AUD 3.57 555 FPO 555
24-Oct-12
24-Oct-12
MBL
MBL
On market purchase
On market purchase
AUD 3.56
AUD 3.55
1,833
280
FPO
FPO
1,833
280
24-Oct-12 MBL On market purchase AUD 3.57 596 FPO 596
25-Oct-12 MBL On market purchase AUD 3.46 85 FPO 85
25-Oct-12 MBL On market purchase AUD 3.46 5,623 FPO 5,623
25-Oct-12 MBL On market sale AUD 3.45 -4 FPO 4
25-Oct-12
25-Oct-12
MBL
MBL
On market purchase
On market sale
AUD 3.43
AUD 3.45
843
-2,725
FPO
FPO
843
2,725
25-Oct-12 MBL On market sale AUD 3.43 -1,040 FPO 1,040
25-Oct-12 MBL On market sale AUD 3.45 -1,758 FPO 1,758
26-Oct-12 MBL On market purchase AUD 3.50 2,250 FPO 2,250
26-Oct-12 MBL On market purchase AUD 3.49 1,850 FPO 1,850
26-Oct-12
26-Oct-12
MBL
MBL
On market purchase
On market purchase
AUD 3.51
AUD 3.50
1,466
1,883
FPO
FPO
1,466
1,883
29-Oct-12 MBL On market sale AUD 3.47 -100 FPO 100
29-Oct-12 MBL On market sale AUD 3.46 -100 FPO 100
29-Oct-12 MBL On market sale AUD 3.46 -683 FPO 683
29-Oct-12 MBL On market sale AUD 3.45 -49 FPO 49
29-Oct-12
29-Oct-12
MBL
MBL
On market sale
On market sale
AUD 3.45
AUD 3.45
-2,088
-100
FPO
FPO
2,088
100
30-Oct-12 MBL On market sale AUD 3.36 -185 FPO 185
30-Oct-12 MBL On market sale AUD 3.41 -2,300 FPO 2,300
30-Oct-12 MBL On market purchase AUD 3.39 1,772 FPO 1,772
30-Oct-12 MBL On market purchase AUD 3.39 3,400 FPO 3,400
30-Oct-12
30-Oct-12
MBL
MBL
On market purchase
On market sale
AUD 3.38
AUD 3.39
100
-748
FPO
FPO
100
748
30-Oct-12 MBL On market sale AUD 3.39 -500 FPO 500
31-Oct-12 MBL On market sale AUD 3.50 -1,000 FPO 1,000
31-Oct-12 MBL On market purchase AUD 3.47 28 FPO 28
31-Oct-12 MBL On market sale AUD 3.45 -909 FPO 909
31-Oct-12
31-Oct-12
MBL
MBL
On market purchase
On market sale
AUD 3.45
AUD 3.48
1,460
-833
FPO
FPO
1,460
833
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
31-Oct-12 MBL On market sale AUD 3.47 -28 FPO 28
31-Oct-12 MBL On market sale AUD 3.47 -2,702 FPO 2,702
31-Oct-12 MBL On market sale AUD 3.50 -2,430 FPO 2,430
31-Oct-12 MBL On market sale AUD 3.48 -3,846 FPO 3,846
31-Oct-12 MBL On market sale AUD 3.47 -442 FPO 442
31-Oct-12 MBL On market sale AUD 3.45 -25 FPO 25
31-Oct-12 MBL On market sale AUD 3.45 -147 FPO 147
01-Nov-12 MBL On market sale AUD 3.46 -484 FPO 484
02-Nov-12 MBL On market purchase AUD 3.38 2,674 FPO 2,674
02-Nov-12 MBL On market sale AUD 3.41 -506 FPO 506
05-Nov-12 MBL On market purchase AUD 3.28 1,001 FPO 1,001
05-Nov-12 MBL On market purchase AUD 3.27 6,316 FPO 6,316
05-Nov-12 MBL On market sale AUD 3.27 -94 FPO 94
05-Nov-12 MBL On market purchase AUD 3.28 1,315 FPO 1,315
05-Nov-12 MBL On market purchase AUD 3.27 501 FPO 501
05-Nov-12 MBL On market purchase AUD 3.27 4,393 FPO 4,393
05-Nov-12 MBL On market purchase AUD 3.27 105 FPO 105
05-Nov-12
05-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.29
AUD 3.26
-5
-11
FPO
FPO
5
11
05-Nov-12 MBL On market purchase AUD 3.29 783 FPO 783
05-Nov-12 MBL On market sale AUD 3.27 -39,526 FPO 39,526
05-Nov-12 MBL On market purchase AUD 3.28 633 FPO 633
05-Nov-12 MBL On market purchase AUD 3.27 39,526 FPO 39,526
05-Nov-12 MBL On market purchase AUD 3.28 1,544 FPO 1,544
05-Nov-12 MBL On market purchase AUD 3.27 39,526 FPO 39,526
06-Nov-12 MBL On market purchase AUD 3.28 1,400 FPO 1,400
06-Nov-12 MBL On market purchase AUD 3.28 900 FPO 900
07-Nov-12 MBL On market sale AUD 3.36 -3,185 FPO 3,185
07-Nov-12 MBL On market sale AUD 3.32 -2,280 FPO 2,280
07-Nov-12
07-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.33
AUD 3.35
-1,957
-42
FPO
FPO
1,957
42
07-Nov-12 MBL On market sale AUD 3.29 -500 FPO 500
07-Nov-12 MBL On market sale AUD 3.30 -2,600 FPO 2,600
07-Nov-12 MBL On market sale AUD 3.33 -17 FPO 17
07-Nov-12 MBL On market purchase AUD 3.29 221 FPO 221
07-Nov-12 MBL On market sale AUD 3.37 -2 FPO 2
08-Nov-12 MBL On market sale AUD 3.33 -1,915 FPO 1,915
08-Nov-12 MBL On market sale AUD 3.33 -56 FPO 56
08-Nov-12 MBL On market sale AUD 3.33 -308 FPO 308
08-Nov-12
08-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.33
AUD 3.33
-3,140
-4,394
FPO
FPO
3,140
4,394
08-Nov-12 MBL On market sale AUD 3.33 -2 FPO 2
08-Nov-12 MBL On market sale AUD 3.33 -31 FPO 31
09-Nov-12 MBL On market sale AUD 3.48 -438 FPO 438
09-Nov-12 MBL On market sale AUD 3.50 -288 FPO 288
09-Nov-12 MBL On market sale AUD 3.48 -4,097 FPO 4,097
09-Nov-12 MBL On market sale AUD 3.47 -5,032 FPO 5,032
09-Nov-12 MBL On market sale AUD 3.47 -186 FPO 186
09-Nov-12
09-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.45
AUD 3.50
-333
-3,706
FPO
FPO
333
3,706
09-Nov-12 MBL On market sale AUD 3.44 -743 FPO 743
09-Nov-12 MBL On market sale AUD 3.44 -286 FPO 286
09-Nov-12 MBL On market sale AUD 3.46 -12,252 FPO 12,252
09-Nov-12 MBL On market sale AUD 3.47 -134 FPO 134
09-Nov-12 MBL On market sale AUD 3.49 -709 FPO 709
09-Nov-12 MBL On market sale AUD 3.47 -234 FPO 234
12-Nov-12 MBL On market sale AUD 3.55 -3,000 FPO 3,000
12-Nov-12
12-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.57
AUD 3.57
-4,748
-3,474
FPO
FPO
4,748
3,474
12-Nov-12 MBL On market sale AUD 3.55 -49 FPO 49
12-Nov-12 MBL On market sale AUD 3.57 -2,192 FPO 2,192
13-Nov-12 MBL On market sale AUD 3.38 -493 FPO 493
14-Nov-12 MBL On market purchase AUD 3.29 658 FPO 658
14-Nov-12 MBL On market purchase AUD 3.28 43 FPO 43
15-Nov-12 MBL On market sale AUD 3.20 -110 FPO 110
15-Nov-12 MBL On market purchase AUD 3.20 894 FPO 894
15-Nov-12
15-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.21
AUD 3.23
-458
-131
FPO
FPO
458
131
15-Nov-12 MBL On market sale AUD 3.24 -653 FPO 653
16-Nov-12 MBL On market purchase AUD 3.18 37 FPO 37
16-Nov-12 MBL On market purchase AUD 3.19 192 FPO 192
16-Nov-12 MBL On market sale AUD 3.21 -37 FPO 37
16-Nov-12 MBL On market sale AUD 3.19 -243 FPO 243
16-Nov-12 MBL On market sale AUD 3.19 -6 FPO 6
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
16-Nov-12 MBL On market purchase AUD 3.19 643 FPO 643
19-Nov-12 MBL On market sale AUD 3.29 -100 FPO 100
19-Nov-12 MBL On market sale AUD 3.26 -829 FPO 829
19-Nov-12 MBL On market purchase AUD 3.27 121 FPO 121
19-Nov-12
19-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.29
AUD 3.29
-21
-91
FPO
FPO
21
91
19-Nov-12 MBL On market purchase AUD 3.27 128 FPO 128
20-Nov-12 MBL On market purchase AUD 3.37 147 FPO 147
20-Nov-12 MBL On market sale AUD 3.39 -37 FPO 37
20-Nov-12 MBL On market sale AUD 3.37 -46 FPO 46
20-Nov-12 MBL On market sale AUD 3.41 -147 FPO 147
20-Nov-12 MBL On market purchase AUD 3.37 46 FPO 46
21-Nov-12 MBL On market sale AUD 3.50 -2,957 FPO 2,957
21-Nov-12 MBL On market purchase AUD 3.45 5,534 FPO 5,534
21-Nov-12
21-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.50
AUD 3.48
-3
-1
FPO
FPO
3
1
21-Nov-12 MBL On market sale AUD 3.45 -517 FPO 517
21-Nov-12 MBL On market sale AUD 3.47 -1,197 FPO 1,197
21-Nov-12 MBL On market sale AUD 3.49 -97 FPO 97
21-Nov-12 MBL On market sale AUD 3.49 -704 FPO 704
21-Nov-12 MBL On market sale AUD 3.51 -5 FPO 5
21-Nov-12 MBL On market sale AUD 3.50 -113 FPO 113
21-Nov-12
22-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.48
AUD 3.56
60
100
FPO
FPO
60
100
22-Nov-12 MBL On market purchase AUD 3.56 59 FPO 59
22-Nov-12 MBL On market purchase AUD 3.52 1,185 FPO 1,185
26-Nov-12 MBL On market sale AUD 3.53 -1,344 FPO 1,344
27-Nov-12 MBL On market sale AUD 3.45 -579 FPO 579
27-Nov-12
27-Nov-12
MBL
MBL
On market purchase
On market sale
AUD 3.45
AUD 3.45
3,396
-303
FPO
FPO
3,396
303
27-Nov-12 MBL On market sale AUD 3.46 -221 FPO 221
27-Nov-12 MBL On market purchase AUD 3.48 307 FPO 307
27-Nov-12 MBL On market sale AUD 3.45 -28 FPO 28
27-Nov-12 MBL On market sale AUD 3.46 -307 FPO 307
28-Nov-12 MBL On market purchase AUD 3.42 651 FPO 651
28-Nov-12 MBL
MBL
On market sale
On market sale
AUD 3.42 -737 FPO 737
351
28-Nov-12
28-Nov-12
MBL On market sale AUD 3.42
AUD 3.44
-351
-125
FPO
FPO
125
28-Nov-12 MBL On market sale AUD 3.42 -3 FPO 3
28-Nov-12 MBL On market purchase AUD 3.42 565 FPO 565
28-Nov-12 MBL On market sale AUD 3.48 -765 FPO 765
28-Nov-12 MBL On market purchase AUD 3.42 754 FPO 754
28-Nov-12
28-Nov-12
MBL
MBL
On market purchase
On market purchase
AUD 3.42
AUD 3.46
285
206
FPO
FPO
285
206
28-Nov-12 MBL On market purchase AUD 3.42 100 FPO 100
28-Nov-12 MBL On market sale AUD 3.48 -1,500 FPO 1,500
28-Nov-12 MBL On market purchase AUD 3.44 377 FPO 377
30-Nov-12 MBL On market purchase AUD 3.45 1,427 FPO 1,427
30-Nov-12
30-Nov-12
MBL
MBL
On market sale
On market sale
AUD 3.44
AUD 3.45
-100
-588
FPO
FPO
100
588
30-Nov-12 MBL On market purchase AUD 3.44 268 FPO 268
03-Dec-12 MBL On market purchase AUD 3.42 168 FPO 168
03-Dec-12 MBL On market purchase AUD 3.40 29 FPO 29
03-Dec-12 MBL On market sale AUD 3.41 -795 FPO 795
03-Dec-12
03-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.40
AUD 3.42
-325
-502
FPO
FPO
325
502
04-Dec-12 MBL On market purchase AUD 3.33 600 FPO 600
04-Dec-12 MBL On market purchase AUD 3.30 655 FPO 655
04-Dec-12 MBL On market purchase AUD 3.33 2,080 FPO 2,080
05-Dec-12 MBL On market sale AUD 3.24 -2,529 FPO 2,529
05-Dec-12
05-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.24
AUD 3.25
7
440
FPO
FPO
7
440
05-Dec-12 MBL On market purchase AUD 3.19 1,452 FPO 1,452
05-Dec-12 MBL On market purchase AUD 3.19 143 FPO 143
05-Dec-12 MBL On market purchase AUD 3.23 1,094 FPO 1,094
05-Dec-12 MBL On market sale AUD 3.19 -2,360 FPO 2,360
05-Dec-12
05-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.26
AUD 3.24
-553
-443
FPO
FPO
553
443
05-Dec-12 MBL On market sale AUD 3.23 -1,240 FPO 1,240
06-Dec-12 MBL On market purchase AUD 3.20 73 FPO 73
06-Dec-12 MBL On market sale AUD 3.21 -7 FPO 7
06-Dec-12 MBL On market sale AUD 3.20 -21 FPO 21
06-Dec-12
06-Dec-12
MBL
MBL
On market sale
On market purchase
AUD 3.21
AUD 3.19
-130
34
FPO
FPO
130
34
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
07-Dec-12 MBL On market sale AUD 3.22 -453 FPO 453
10-Dec-12 MBL On market sale AUD 3.29 -73 FPO 73
11-Dec-12 MBL On market sale AUD 3.27 -445 FPO 445
11-Dec-12
11-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.25
AUD 3.25
138
78
FPO
FPO
138
78
11-Dec-12 MBL On market sale AUD 3.25 -132 FPO 132
11-Dec-12 MBL On market purchase AUD 3.31 4,623 FPO 4,623
11-Dec-12 MBL On market sale AUD 3.25 -28 FPO 28
11-Dec-12 MBL On market purchase AUD 3.31 3,000 FPO 3,000
12-Dec-12 MBL On market purchase AUD 3.27 75 FPO 75
12-Dec-12 MBL
MBL
On market purchase
On market sale
AUD 3.27 501 FPO 501
720
12-Dec-12
12-Dec-12
MBL On market purchase AUD 3.26
AUD 3.26
-720
2,521
FPO
FPO
2,521
12-Dec-12 MBL On market sale AUD 3.26 -1,915 FPO 1,915
13-Dec-12 MBL On market sale AUD 3.29 -200 FPO 200
13-Dec-12 MBL On market sale AUD 3.29 -579 FPO 579
13-Dec-12 MBL On market sale AUD 3.36 -2,330 FPO 2,330
13-Dec-12
13-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.31
AUD 3.30
-173
-172
FPO
FPO
173
172
13-Dec-12 MBL On market sale AUD 3.33 -100 FPO 100
14-Dec-12 MBL On market sale AUD 3.41 -977 FPO 977
14-Dec-12 MBL On market sale AUD 3.40 -1,524 FPO 1,524
14-Dec-12 MBL On market sale AUD 3.47 -178 FPO 178
14-Dec-12
14-Dec-12
MBL
MBL
On market sale
On market sale
AUD 3.46
AUD 3.43
-233
-259
FPO
FPO
233
259
17-Dec-12 MBL On market sale AUD 3.22 -32 FPO 32
17-Dec-12 MBL On market sale AUD 3.22 -2,202 FPO 2,202
17-Dec-12 MBL On market purchase AUD 3.15 1,699 FPO 1,699
17-Dec-12 MBL On market sale AUD 3.25 -507 FPO 507
18-Dec-12 MBL On market sale AUD 3.32 -2 FPO 2
18-Dec-12
18-Dec-12
MBL
MBL
On market sale
On market purchase
AUD 3.29
AUD 3.33
-2,252
2,252
FPO
FPO
2,252
2,252
19-Dec-12 MBL On market sale AUD 3.30 -181 FPO 181
19-Dec-12 MBL On market purchase AUD 3.27 349 FPO 349
19-Dec-12 MBL On market sale AUD 3.29 -168 FPO 168
20-Dec-12 MBL On market purchase AUD 3.23 12,633 FPO 12,633
20-Dec-12 MBL On market sale AUD 3.24 -100 FPO 100
20-Dec-12
21-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.22
AUD 3.09
100
523
FPO
FPO
100
523
21-Dec-12 MBL On market purchase AUD 3.14 306 FPO 306
21-Dec-12 MBL On market sale AUD 3.13 -32 FPO 32
21-Dec-12 MBL On market sale AUD 3.13 -13,324 FPO 13,324
21-Dec-12 MBL On market purchase AUD 3.08 200 FPO 200
28-Dec-12
28-Dec-12
MBL
MBL
On market purchase
On market purchase
AUD 3.32
AUD 3.32
2
225
FPO
FPO
2
225
28-Dec-12 MBL On market sale AUD 3.33 -174 FPO 174
28-Dec-12 MBL On market sale AUD 3.34 -86 FPO 86
28-Dec-12 MBL On market purchase AUD 3.34 713 FPO 713
28-Dec-12 MBL On market purchase AUD 3.34 100 FPO 100
28-Dec-12
04-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.35
AUD 3.32
306
-525
FPO
FPO
306
525
04-Jan-13 MBL On market purchase AUD 3.21 603 FPO 603
04-Jan-13 MBL On market purchase AUD 3.34 1,459 FPO 1,459
04-Jan-13 MBL On market sale AUD 3.23 -563 FPO 563
04-Jan-13 MBL On market purchase AUD 3.32 501 FPO 501
04-Jan-13 MBL
MBL
On market purchase
On market sale
AUD 3.26 2,383 FPO 2,383
2,862
04-Jan-13
04-Jan-13
MBL On market sale AUD 3.34
AUD 3.27
-2,862
-260
FPO
FPO
260
04-Jan-13 MBL On market sale AUD 3.34 -40 FPO 40
04-Jan-13 MBL On market sale AUD 3.29 -2,383 FPO 2,383
04-Jan-13 MBL On market sale AUD 3.38 -3,740 FPO 3,740
04-Jan-13 MBL
MBL
On market sale
On market purchase
AUD 3.22 -85 FPO 85
181
04-Jan-13
04-Jan-13
MBL On market purchase AUD 3.33
AUD 3.34
181
27
FPO
FPO
27
04-Jan-13 MBL On market purchase AUD 3.28 114 FPO 114
04-Jan-13 MBL On market purchase AUD 3.36 3,867 FPO 3,867
07-Jan-13 MBL On market purchase AUD 3.08 1,000 FPO 1,000
07-Jan-13 MBL On market purchase AUD 3.10 80 FPO 80
07-Jan-13
07-Jan-13
MBL
MBL
On market purchase
On market purchase
AUD 3.11
AUD 3.11
1,133
214
FPO
FPO
1,133
214
07-Jan-13 MBL On market purchase AUD 3.22 287 FPO 287
07-Jan-13 MBL On market purchase AUD 3.20 100 FPO 100
07-Jan-13 MBL On market purchase AUD 3.25 214 FPO 214
07-Jan-13 MBL On market purchase AUD 3.10 592 FPO 592
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
07-Jan-13 MBL On market purchase AUD 3.16 64 FPO 64
07-Jan-13 MBL On market purchase AUD 3.09 2,380 FPO 2,380
07-Jan-13 MBL On market purchase AUD 3.10 580 FPO 580
08-Jan-13 MBL On market purchase AUD 3.05 340 FPO 340
08-Jan-13 MBL On market purchase AUD 3.01 150 FPO 150
08-Jan-13 MBL On market purchase AUD 3.07 2,055 FPO 2,055
08-Jan-13 MBL On market sale AUD 3.07 -19 FPO 19
08-Jan-13 MBL On market sale AUD 3.03 -74 FPO 74
08-Jan-13 MBL On market purchase AUD 3.07 1,610 FPO 1,610
08-Jan-13 MBL On market purchase AUD 3.05 1,000 FPO 1,000
08-Jan-13 MBL On market purchase AUD 3.08 1,086 FPO 1,086
08-Jan-13
08-Jan-13
MBL
MBL
On market purchase
On market purchase
AUD 3.03
AUD 3.04
3,000
10,463
FPO
FPO
3,000
10,463
08-Jan-13 MBL On market purchase AUD 3.10 995 FPO 995
08-Jan-13 MBL On market purchase AUD 3.04 33 FPO 33
08-Jan-13 MBL On market purchase AUD 3.04 150 FPO 150
08-Jan-13 MBL On market sale AUD 3.09 -50 FPO 50
08-Jan-13 MBL On market purchase AUD 3.05 9,577 FPO 9,577
08-Jan-13 MBL On market purchase AUD 3.08 2,150 FPO 2,150
08-Jan-13 MBL On market purchase AUD 3.09 434 FPO 434
08-Jan-13 MBL On market purchase AUD 3.04 2,309 FPO 2,309
08-Jan-13 MBL On market purchase AUD 3.08 214 FPO 214
08-Jan-13 MBL On market purchase AUD 3.02 4,542 FPO 4,542
08-Jan-13
09-Jan-13
MBL
MBL
On market purchase
On market purchase
AUD 3.05
AUD 2.98
1,000
12,996
FPO
FPO
1,000
12,996
09-Jan-13 MBL On market purchase AUD 3.02 3,735 FPO 3,735
09-Jan-13 MBL On market purchase AUD 3.00 2,876 FPO 2,876
09-Jan-13 MBL On market purchase AUD 3.01 1,627 FPO 1,627
09-Jan-13 MBL On market purchase AUD 3.00 3,295 FPO 3,295
09-Jan-13 MBL On market purchase AUD 3.01 1,673 FPO 1,673
09-Jan-13 MBL On market purchase AUD 3.02 7,250 FPO 7,250
09-Jan-13 MBL On market purchase AUD 2.99 418 FPO 418
09-Jan-13 MBL On market purchase AUD 2.99 1,314 FPO 1,314
09-Jan-13 MBL On market purchase AUD 3.01 464 FPO 464
09-Jan-13
09-Jan-13
MBL
MBL
On market purchase
On market purchase
AUD 3.03
AUD 3.06
27
1,066
FPO
FPO
27
1,066
09-Jan-13 MBL On market purchase AUD 2.99 894 FPO 894
09-Jan-13 MBL On market purchase AUD 3.07 6,943 FPO 6,943
09-Jan-13 MBL On market purchase AUD 3.01 2,818 FPO 2,818
10-Jan-13 MBL On market purchase AUD 2.99 15 FPO 15
10-Jan-13 MBL On market purchase AUD 3.01 590 FPO 590
10-Jan-13 MBL On market purchase AUD 3.00 4 FPO 4
10-Jan-13 MBL On market purchase AUD 3.01 4,097 FPO 4,097
10-Jan-13 MBL On market purchase AUD 3.00 23 FPO 23
10-Jan-13 MBL On market purchase AUD 2.99 56 FPO 56
10-Jan-13
11-Jan-13
MBL
MBL
On market purchase
On market sale
AUD 3.00
AUD 3.06
17
-714
FPO
FPO
17
714
11-Jan-13 MBL On market sale AUD 3.05 -1,600 FPO 1,600
11-Jan-13 MBL On market sale AUD 3.07 -100 FPO 100
11-Jan-13 MBL On market purchase AUD 3.06 13 FPO 13
11-Jan-13 MBL On market sale AUD 3.04 -19 FPO 19
Borrow Delivery under Stock
Lending agreement - Refer to
16-Nov-12 MBL Annex I AUD 3.41 6,000 FPO 6,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
01-Nov-12 MBL 2012 AUD 3.70 65,000 FPO 65,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
15-Nov-12 MBL 2012 AUD 3.45 110,000 FPO 110,000
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
07-Nov-12 MBL 2012 AUD 3.45 380,000 FPO 380,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
19-Nov-12 MBL 2012 AUD 3.35 170,000 FPO 170,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
31-Oct-12 MBL 2012 AUD 3.55 80,000 FPO 80,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
30-Oct-12 MBL 2012 AUD 3.65 70,000 FPO 70,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
05-Dec-12 MBL 2012 AUD 3.45 25,000 FPO 25,000
Borrow Return under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
13-Nov-12 MBL 2012 AUD 3.69 -380,000 FPO 380,000
Borrow Return under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
13-Nov-12 MBL Group Limited on 19-Oct
2012
AUD 3.69 -65,000 FPO 65,000
Borrow Return under Stock
Lending agreement - Refer to
Annex C of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 19-Oct
13-Nov-12 MBL 2012 AUD 3.69 -60,000 FPO 60,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
13-Nov-12 MBL 2012 AUD 3.33 172,471 FPO 172,471
Borrow Delivery under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
22-Oct-12 MBL Group Limited on 13-Aug
2012
AUD 3.62 250,000 FPO 250,000
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
Borrow Delivery under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
30-Oct-12 MBL 2012 AUD 3.28 146,000 FPO 146,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
08-Nov-12 MBL 2012 AUD 3.20 700,000 FPO 700,000
Borrow Delivery under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
MBL Group Limited on 13-Aug
2012
200,000
26-Oct-12 Borrow Return under Stock AUD 3.27 200,000 FPO
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
26-Nov-12 MBL 2012 AUD 3.33 -91,490 FPO 91,490
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
23-Nov-12 MBL 2012 AUD 3.33 -7,519 FPO 7,519
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
26-Nov-12 MBL 2012 AUD 3.33 -16,541 FPO 16,541
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
21-Nov-12 MBL 2012 AUD 3.15 -37,492 FPO 37,492
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
07-Jan-13 MBL Group Limited on 13-Aug
2012
AUD 3.27 -8,798 FPO 8,798
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
07-Jan-13 MBL 2012 AUD 3.27 -32,613 FPO 32,613
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
07-Jan-13 MBL 2012 AUD 3.27 -6,932 FPO 6,932
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
19-Nov-12 MBL 2012 AUD 3.09 -167,387 FPO 167,387
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
21-Nov-12 MBL 2012 AUD 3.15 -542 FPO 542
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
16-Nov-12 MBL 2012 AUD 3.10 -8,913 FPO 8,913
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
23-Nov-12 MBL Group Limited on 13-Aug
2012
AUD 3.33 -86,936 FPO 86,936
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
07-Jan-13 MBL Group Limited on 13-Aug
2012
AUD 3.27 -7,082 FPO 7,082
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
03-Jan-13 MBL 2012 AUD 3.15 -188,415 FPO 188,415
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
15-Nov-12 MBL 2012 AUD 3.16 -140,782 FPO 140,782
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
27-Nov-12 MBL 2012 AUD 3.24 -173,521 FPO 173,521
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
02-Jan-13 MBL 2012 AUD 3.15 -52,198 FPO 52,198
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
31-Dec-12 MBL 2012 AUD 2.99 -17,616 FPO 17,616
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
12-Nov-12 MBL 2012 AUD 3.17 -108,508 FPO 108,508
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
14-Nov-12 MBL Group Limited on 13-Aug
2012
AUD 3.33 -233,463 FPO 233,463
Borrow Return under Stock
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
04-Jan-13 MBL 2012
Borrow Return under Stock
AUD 3.28 -81,026 FPO 81,026
Lending agreement - Refer to
Annex D of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
07-Jan-13 MBL 2012 AUD 3.27 -697 FPO 697
Borrow Delivery under Stock
Lending agreement - Refer to
Annex E of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
09-Jan-13 MBL 2012 AUD 3.14 175,000 FPO 175,000
Borrow Return under Stock
Lending agreement - Refer to
Annex E of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
21-Nov-12 MBL Group Limited on 13-Aug
2012
AUD 3.35 -150,000 FPO 150,000
Borrow Delivery under Stock
Lending agreement - Refer to
29-Oct-12 MBL Annex J
Borrow Return under Stock
USD 4.00 100,000 FPO 100,000
Lending agreement - Refer to
Annex G of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
30-Oct-12 MBL 2012 AUD 3.65 -22,970 FPO 22,970
Borrow Return under Stock
Lending agreement - Refer to
Annex G of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
07-Jan-13 MBL 2012 AUD 3.65 -10,694 FPO 10,694
Borrow Return under Stock
Lending agreement - Refer to
Annex G of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
08-Nov-12 MBL Group Limited on 13-Aug
2012
AUD 3.45 -6,788 FPO 6,788
Borrow Return under Stock
Lending agreement - Refer to
Annex G of Substantial
Shareholding Notice in
SLR.AX lodged by Macquarie
Group Limited on 13-Aug
30-Oct-12 MBL 2012 AUD 3.65 -228,633 FPO 228,633
Date of
change
Person whose relevant
interest changed
Nature of change Consideration Number of securities
affected
Class Person's votes
affected
08-Jan-13 MBL Borrow Delivery - Refer to
Annex K
AUD 3.22 50,000 FPO 50,000
18-Dec-12 MBL Borrow Return - Refer to
Annex K
AUD 3.64 -75,000 FPO 75,000
02-Jan-13 MFMHK On Market Purchase AUD 3.44 2,759 FPO 2,759
02-Jan-13 MFMHK On Market Purchase AUD 3.44 1,369 FPO 1,369
02-Jan-13 MFMHK On Market Purchase AUD 3.44 3,557 FPO 3,557
06-Dec-12 MFMHK On Market Purchase AUD 3.20 1,876 FPO 1,876
06-Dec-12 MFMHK On Market Purchase AUD 3.20 2,004 FPO 2,004
03-Dec-12 MFMHK On Market Purchase AUD 3.41 7,870 FPO 7,870
01-Nov-12 MFMHK On Market Purchase AUD 3.45 457 FPO 457
01-Nov-12 MFMHK On Market Purchase AUD 3.45 699 FPO 699
09-Jan-13 MFMHK On Market Sale AUD 3.01 -589 FPO 589
02-Jan-13 MFMHK On Market Sale AUD 3.43 -16,683 FPO 16,683
12-Dec-12 MFMHK On Market Sale AUD 3.26 -1,345 FPO 1,345
14-Nov-12 MFMHK On Market Sale AUD 3.32 -4,089 FPO 4,089
07-Nov-12 MFMHK On Market Sale AUD 3.33 -6,741 FPO 6,741
01-Nov-12 MFMHK On Market Sale AUD 3.44 -917 FPO 917
31-Oct-12 MFMHK On Market Sale AUD 3.47 -10,844 FPO 10,844
31-Oct-12 MFMHK On Market Sale AUD 3.47 -10,357 FPO 10,357
31-Oct-12 MFMHK On Market Sale AUD 3.47 -50,000 FPO 50,000
9,519
31-Oct-12
21-Dec-12
MFMHK
MIML
On Market Sale
On Market Purchase
AUD 3.47
AUD 3.13
-9,519
573
FPO
FPO
573
21-Dec-12 MIML On Market Purchase AUD 3.13 441 FPO 441
21-Dec-12 MIML On Market Purchase AUD 3.13 1,414 FPO 1,414
20-Dec-12 MIML On Market Purchase AUD 3.23 4,851 FPO 4,851
18-Dec-12 MIML On Market Purchase AUD 3.27 3,433 FPO 3,433
11-Dec-12 MIML Off Market Crossing AUD 3.25 1,147 FPO 1,147
13-Nov-12 MIML Off Market Crossing AUD 3.33 34,400 FPO 34,400
13-Nov-12 MIML Off Market Crossing AUD 3.33 900 FPO 900
12-Nov-12 MIML Off Market Crossing AUD 3.51 8,000 FPO 8,000
31-Oct-12 MIML Off Market Crossing AUD 3.51 6,048 FPO 6,048
24-Oct-12 MIML On Market Purchase AUD 3.57 2,977 FPO 2,977
23-Oct-12 MIML Off Market Crossing AUD 3.71 213 FPO 213
23-Oct-12 MIML On Market Purchase AUD 3.69 178 FPO 178
23-Oct-12 MIML On Market Purchase AUD 3.71 178 FPO 178
19-Oct-12 MIML On Market Purchase AUD 3.81 972 FPO 972
19-Oct-12 MIML On Market Purchase AUD 3.78 748 FPO 748
19-Oct-12 MIML On Market Purchase AUD 3.79 430 FPO 430
18-Oct-12 MIML Off Market Crossing AUD 3.86 3,418 FPO 3,418
11-Jan-13 MIML On Market Sale AUD 3.07 -4,405 FPO 4,405
11-Jan-13 MIML On Market Sale AUD 3.07 -189 FPO 189
11-Jan-13 MIML On Market Sale AUD 3.07 -2,010 FPO 2,010
23
11-Jan-13
10-Jan-13
MIML
MIML
Off Market Crossing
On Market Sale
AUD 3.05
AUD 2.99
-23
-4,377
FPO
FPO
4,377
03-Jan-13 MIML On Market Sale AUD 3.44 -11,407 FPO 11,407
02-Jan-13 MIML Off Market Crossing AUD 3.45 -113 FPO 113
02-Jan-13 MIML On Market Sale AUD 3.45 -910 FPO 910
11-Dec-12 MIML Off Market Crossing AUD 3.25 -1,147 FPO 1,147
11-Dec-12 MIML On Market Sale AUD 3.25 -16,259 FPO 16,259
30-Nov-12 MIML On Market Sale AUD 3.47 -12,300 FPO 12,300
20-Nov-12 MIML On Market Sale AUD 3.45 -8,212 FPO 8,212
13-Nov-12 MIML Off Market Crossing AUD 3.33 -34,400 FPO 34,400
13-Nov-12 MIML Off Market Crossing AUD 3.33 -900 FPO 900
13-Nov-12 MIML On Market Sale AUD 3.33 -1,800 FPO 1,800
13-Nov-12 MIML On Market Sale AUD 3.33 -2,300 FPO 2,300
12-Nov-12 MIML Off Market Crossing AUD 3.51 -8,000 FPO 8,000
08-Nov-12 MIML Off Market Crossing AUD 3.34 -27 FPO 27
08-Nov-12 MIML On Market Sale AUD 3.33 -6,900 FPO 6,900
223
08-Nov-12
02-Nov-12
MIML
MIML
On Market Sale
On Market Sale
AUD 3.34
AUD 3.39
-223
-8,780
FPO
FPO
8,780
31-Oct-12 MIML Off Market Crossing AUD 3.51 -6,048 FPO 6,048
31-Oct-12 MIML On Market Sale AUD 3.51 -2,335 FPO 2,335
25-Oct-12 MIML Fund closed - Inspecie AUD 3.44 -1,340,321 FPO 1,340,321
25-Oct-12 MIML On Market Sale AUD 3.47 -22,775 FPO 22,775
18-Oct-12 MIML Off Market Crossing AUD 3.86 -3,418 FPO 3,418
18-Oct-12 MIML On Market Sale AUD 3.86 -20,717 FPO 20,717
Adjustment entry due to
11-Jan-13 MIML rounding N/A 1 FPO 1
Adjustment entry due to
11-Jan-13 MIML rounding N/A 1 FPO 1
11-Jan-13 MIML Ticker Change to SLR AU N/A 15,325 FPO 15,325
11-Jan-13 MIML Ticker Change to SLR AU N/A 96,419 FPO 96,419
11-Jan-13 MIML Ticker Change to SLR AU N/A 81,934 FPO 81,934
Date of Person whose relevant Nature of change Consideration Number of securities Class Person's votes
change interest changed affected affected
11-Jan-13 MLL Off Market Crossing AUD 3.05 23 FPO 23
02-Jan-13 MLL Off Market Crossing AUD 3.45 113 FPO 113
08-Nov-12 MLL Off Market Crossing AUD 3.34 27 FPO 27
11-Jan-13 MLL On Market Sale AUD 3.07 -1,155 FPO 1,155
29-Nov-12 MLL On Market Sale AUD 3.42 -414 FPO 414
23-Oct-12 MLL Off Market Crossing AUD 3.71 -213 FPO 213
11-Jan-13 MLL Ticker Change to SLR AU N/A 16,636 FPO 16,636
Adjustment entry due to
11-Jan-13 MLL rounding N/A 1 FPO 1
02-Jan-13 MQSIML On Market Purchase AUD 3.43 2,403 FPO 2,403

ANNEXURE 'J'

This is the annexure marked 'J' of 35 pages referred to in the Notice of ceasing to be a substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 15 January 2013

ANNEXURE 'K'

This is the annexure marked 'K' of 38 pages referred to in the Notice of ceasing to be a substantial holder.

Dennis Leong Company Secretary, Macquarie Group Limited 15 January 2013

VERSION: MAY 2000

GLOBAL MASTER SECURITIES LENDING AGREEMENT

G:\Legal\London SF Legal\GPM\CM Project\ECM Suppliers (SSBTC as Borrower)\MacQuarie Bank\GMSLA MBL Lend to SSBTC EXECUTION 2.DOC

1. Applicability 1
2. Interpretation 1
3. Loans of Securities 5
4. Delivery 5
5. Collateral 7
6. Distributions and Corporate Actions 9
7. Rates applicable to Loaned securities and Cash Collateral 10
8. Redelivery of Equi valent Securities 11
9. Failure to Redeliver 12
10. Set-off etc 14
11. Transfer Taxes 16
12. Lender's Warranties 16
13. Borrower's Waranties 17
14. Events of Default 17
15. Interest on Outstanding Payments 18
16 Transactions Entered Into as Agent 18
17. Termnation of this Agreement 20
18. Single Agreement. 20
19. Severance 20
20. Specific Performance 21
21. Notices 21
22. Assignment 21
23 . Non-waiver 21
24. Governing Law and Jurisdiction 22
25. Time. 22
26. Recording 22
27 . Waiver of Immunity 22
28. Miscellaneous 22

AGREEMENT

BETWEEN:

MACQUARIE BANK LTD ("Party A") a company incorporated under the laws of Australia, having its principal place of business at Level 3, 25 National Circuit, Forrest ACT 2603, Australia, acting through a Designated Office; and

STATE STREET BANK AND TRUST COMPANY, ("Party B") a Massachusetts trust company incorporated under the laws of the Commonwealth of Massachusetts, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, USA acting through a Designated Office

i. APPLICABILITY

  • i. i From time to time the paries may enter into transactions in which one party ("Lender") wil transfer to the other ("Borrower") securities and financial instruments ("Securities") against the transfer of Collateral (as defined in paragraph 2) with a simultaneous agreement by Borrower to transfer to Lender Securities equivalent to such Securities on a fixed date or on demand against the transfer to Borrower by Lender of assets equivalent to such CollateraL.
  • 1.2 Each such transaction shall be referred to in this Agreement as a "Loan" and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any Addenda or Annexures attached hereto, unless otherwise agreed in writing.

i.3 Either party may perform its obligations under this Agreement either directly or through a Nominee.

2. INTERPRETATION

  1. i In this Agreement:-

"Act of Insolvency" means in relation to either Party

  • (i) its making a general assignment for the benefit of, or entering into a reorganisation, arangement, or composition with creditors; or
  • (ii) its stating in writing that it is unable to pay its debts as they become due; or

  • (iii) 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

  • (iv) the presentation or filing of a petition in respect of it (other than by the other Pary 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, arangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (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); or
  • (v) the appointment of a receiver, administrator, liquidator or trustee or analogous offcer of such Pary over all or any material part of such Party's property; or
  • (vi) the convening of any meeting of its creditors for the purpose of considering a voluntary arangement as referred to in Section 3 of the Insolvency Act i 986 (or any analogous proceeding);

"Alternative Collateral" means Collateral having a Market Value equal to the Collateral delivered pursuant to paragraph 5 and provided by way of substitution in accordance with the provisions of paragraph 5.3;

"Base Currency" means the currency indicated in paragraph 2 of the Schedule;

"Business Day" means a day other than a Saturday or a Sunday on which banks and securities markets are open for business generally in each place stated in paragraph 3 of the Schedule 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 or Equivalent Collateral are to be delivered;

"Cash Collateral" means Collateral that takes the form of a transfer of currency;

"Close of Business" means the time at which the relevant banks, securities exchanges or depositaries close in the business centre in which payment is to be made or Securities or Collateral is to be delivered;

"Collateral" means such securities or financial instruments or transfers of currency as are referred to in the table set out under paragraph i of the Schedule as being acceptable or any combination thereof as agreed between the Parties in relation to any particular Loan and which are delivered by Borrower to Lender in accordance with this Agreement and shall include Alternative Collateral;

"Defaulting Party" shall have the meaning given in paragraph 14;

"Designated Offce" means the branch or office of a Party which is specified as such in paragraph 4 of the Schedule or such other branch or offce as may be agreed to in writing by the Parties;

"Equivalent" or "equivalent to" in relation to any Securities or Collateral provided under this Agreement means securites, together with cash or other property (in the case of Collateral) as the case may be, of an identical type, nominal value, description and amount to particular Securities or Collateral, as the case may be, so provided. If and to the extent that such Securities or Collateral, as the case may be, consists of securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive securities or a certificate which may at a future date be exchanged for securities, the expression shall include such securities or other assets to which Lender or Borrower as the case may be, is entitled following the occurrence of the relevant event, and, if appropriate, the giving of the relevant notice in accordance with paragraph 6.4 and provided that Lender or Borrower, as the case may be, has paid to the other Party all and any sums due in respect thereof. In the event that such Securities or Collateral, as the case may be, have been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:-

  • (a) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;
  • (b) in the case of a call on partly paid securities, securities equivalent to the relevant Loaned Securities or Collateral, as the case may be, provided that Lender shall have paid Borrower, in respect of Loaned Securities, and Borrower shall have paid to Lender, in respect of Collateral, an amount of money equal to the sum due in respect of the call;
  • (c) in the case of a capitalisation issue, securities equivalent to the relevant Loaned Securities or Collateral, as the case may be, together with the securities allotted by way of bonus thereon;
  • (d) in the case of any event similar to any of the foregoing events described in this paragraph, securities equivalent to the Loaned Securities or the relevant Collateral, as the case may be, together with or replaced by a sum of money or securities or other property equivalent to that received in respect of such Loaned Securities or Collateral, as the case may be, resulting from such event;

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

"Income Payment Date", with respect to any Securites or Collateral means the date on which Income is paid in respect of such Securites 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;

"Letter of Credit" means an irrevocable, non-negotiable letter of credit in a form, and from a bank, acceptable to Lender;

"Loaned Securities" means Securities which are the subject of an outstanding Loan;

"Margin" shall have the meaning specified in paragraph 1 of the Schedule with reference to the table set out therein;

"Market Value" means:

  • (a) in relation to the valuation of Securities, Equivalent Securities, Collateral or Equivalent Collateral (other than Cash Collateral or a Letter of Credit):
  • (i) such price as is equal to the market quotation for the bid price of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service reasonably chosen in good faith by Lender; or
  • (ii) 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 Lender, in each case at Close of Business on the previous Business Day or, at the option of either Party where in its reasonable opinion there has been an exceptional movement in the price of the asset in question since such time, the latest available price; plus (in each case)
  • (iii) the aggregate amount of Income which has accrued but not yet been paid in respect of the Securities, Equivalent Securities, Collateral or Equivalent Collateral concerned to the extent not included in such price,

(provided that the price of Securities, Equivalent Securities, Collateral or Equivalent Collateral that are suspended shall (for the purposes of paragraph 5) be nil unless the Parties otherwise agree and (for all other purposes) shall be the price of such Securities, Equivalent Securities, Collateral or Equivalent Collateral, as the case may be, as of Close of Business on the dealing day in the relevant market last preceding the date of suspension or a commercially reasonable price agreed between the Parties;

  • (b) in relation to a Letter of Credit the face or stated amount of such Letter of Credit; and
  • (c) in relation to Cash Collateral the amount of the currency concerned;

"Nominee" means an agent or a nominee appointed by either Pary to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral or to receive or make payments on its behalf;

"Non-Defaulting Party" shall have the meaning given in paragraph 14;

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

"Posted Collateral" has the meaning given in paragraph 5.4;

"Required Collateral Value" shall have the meaning given in paragraph 5.4;

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

2.2 Headings

All headings appear for convenience only and shall not affect the interpretation of this Agreement.

2.3 Market terminology

Notwithstanding the 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 Pary 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.

2.4 Currency conversions

For the purposes of determining any prices, sums or values (including Market Value, Required Collateral Value, Relevant Value, Bid Value and Offer Value for the purposes of paragraphs 5 and 10 of this Agreement) prices, sums or values stated in currencies other than the Base Currency shall be converted into the Base Currency at the latest available spot rate of exchange quoted by a bank selected by Lender (or if an Event of Default has occurred in relation to Lender, by Borrower) in the London interbank market for the purchase of the Base Currency with the currency concerned on the day on which the calculation is to be made or, if that day is not a Business Day the spot rate of exchange quoted at Close of Business on the immediately preceding Business Day.

2.5 The parties confirm that introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under, any term of the Agreement or any

Loan thereunder, nor give a party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. Securities wil for the purposes of this Agreement be regarded as equivalent to other securities notwithstanding that as a result of such introduction and/or substitution those securities have been redenominated into the new currency or the nominal value of the securities has changed in connection with such redenomination.

2.6 Modifications etc to legislation

Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.

3. LOANS OF SECURITIES

Lender wil lend Securities to Borrower, and Borrower wil borrow Securities from Lender in accordance with the terms and conditions of this Agreement. The terms of each Loan shall be agreed prior to the commencement of the relevant Loan either orally or in writing (including any agreed form of electronic communication) and confirmed in such form and on such basis as shall be agreed between the Parties. Any confirmation produced by a Party shall not supersede or prevail over the prior oral, written or electronic communication (as the case may be).

4. DELIVERY

4.1 Delivery of Securities on commencement of Loan

Lender shall procure the delivery of Securities to Borrower or deliver such Securities in accordance with this Agreement and the terms of the relevant Loan. Such Securities shall be deemed to have been delivered by Lender to Borrower on delivery to Borrower or as it shall direct of the relevant instruments of transfer, or in the case of Securities held by an agent or within a clearing or settlement system on the effective instructions to such agent or the operator of such system which result in such Securities being held by the operator of the clearing system for the account of the Borrower or as it shall direct, or by such other means as may be agreed.

4.2 Requirements to effect delivery

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 paragraph 3;
  • (b) any Equivalent Securities redelivered pursuant to paragraph 8;
  • (c) any Collateral delivered pursuant to paragraph 5;

(d) any Equivalent Collateral redelivered pursuant to paragraphs 5 or 8;

shall pass from one Party to the other subject to the terms and conditions set out in this Agreement, on delivery or redelivery of the same in accordance with this Agreement with full title guarantee, free from all liens, charges 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 book 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. The Party acquiring such right, title and interest shall have no obligation to return or redeliver any of the assets so acquired but, in so far as any Securities are borrowed or any Collateral is delivered to such Party, such Pary shall be obliged, subject to the terms of this Agreement, to redeliver Equivalent Securities or Equivalent Collateral as appropriate.

4.3 Deliveries to be simultaneous unless otherwise agreed

Where under the terms of this Agreement a Party is not obliged to make a delivery unless simultaneously a delivery is made to it, subject to and without prejudice to its rights under paragraph 8.6 such Party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securites, Collateral and cash transfers waive its right under this Agreement in respect of simultaneous delivery and/or payment provided that no such waiver (whether by course of conduct or otherwise) in respect of one transaction shall bind it in respect of any other transaction.

4.4 Deliveries of Income

In respect of Income being paid in relation to any Loaned Securities or CollateraL, Borrower in the case of Income being paid in respect of Loaned Securities and Lender in the case of Income being paid in respect of Collateral shall provide to the other Party, as the case may be, any endorsements or assignments as shall be customary and appropriate to effect the delivery of money or property equivalent to the type and amount of such Income to Lender, irrespective of whether Borrower received the same in respect of any Loaned Securities or to Borrower, irrespective of whether Lender received the same in respect of any CollateraL.

5. COLLATERAL

5.1 Delivery of Collateral on commencement of Loan

Subject to the other provisions of this paragraph 5, Borrower undertakes to deliver to or deposit with Lender (or in accordance with Lender's instructions) Collateral simultaneously with delivery of the Securities to which the Loan relates and in any event no later than Close of Business on the Settlement Date. In respect of Collateral comprising securities, such Collateral shall be deemed to have been delivered by Borrower to Lender on delivery to Lender or as it shall direct of the relevant instruments of transfer, or in the case of such securities being held by an agent or within a clearing or settlement system, on the effective instructions to such agent or the operator of such system, which result in such securities being held by the operator of the clearing system for the account of the Lender or as it shall direct, or by such other means as may be agreed.

5.2 Deliveries through payment systems generating automatic payments

Unless otherwise agreed between the Parties, where any Securities, Equivalent Securities, Collateral or Equivalent Collateral (in the form of securities) are transferred through a book entry transfer or settlement system which automatically generates a payment or delivery, or obligation to payor deliver, against the transfer of such securities, then:-

  • (i) such automatically generated payment, delivery or obligation shall be treated as a payment or delivery by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or delivery, such payment or delivery, or obligation to payor deliver, shall be deemed to be a transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, made by the transferee until such time as the Collateral or Equivalent Collateral is substituted with other Collateral or Equivalent Collateral if an obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral; and
  • (ii) the party receiving such substituted Collateral or Equivalent Collateral, or if no obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral, the party receiving the deemed transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, shall cause to be made to the other party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a delivery, an irrevocable delivery of securities (or other property, as the case may be) equivalent to such property.

5.3 Substitutions of Collateral

Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered to Lender 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 Borrower shall have delivered or delivers Alternative Collateral acceptable to Lender and Borrower is in compliance with paragraph 5.4 or paragraph 5.5, as applicable.

5.4 Marking to Market of Collateral during the currency of a Loan on aggregated basis

Unless paragraph 1.3 of the Schedule indicates that paragraph 5.5 shall apply in lieu of this paragraph 5.4, or unless otherwise agreed between the Parties:-

  • (i) the aggregate Market Value of the Collateral delivered to or deposited with Lender (excluding any Equivalent Collateral repaid or redelivered under Paragraphs 5.4(ii) or 5.5(ii) (as the case may be)) ("Posted Collateral") in respect of all Loans outstanding under this Agreement shall equal the aggregate of the Market Value of the Loaned Securities and the applicable Margin (the "Required Collateral Value") in respect of such Loans;
  • (ii) if at any time on any Business Day the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such Loans, Lender shall (on demand) repay and/or redeliver, as the case may be, to Borrower such Equivalent Collateral as wil eliminate the excess;
  • (iii) if at any time on any Business Day the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such Loans, Borrower shall (on demand) provide such further Collateral to Lender as wil eliminate the deficiency.

5.5 Marking to Market of Collateral during the currency of a Loan on a Loan by Loan basis

If paragraph 1.3 of the Schedule indicates this paragraph 5.5 shall apply in lieu of paragraph 5.4, the Posted Collateral in respect of any Loan shall bear from day to day and at any time the same proportion to the Market Value of the Loaned Securities as the Posted Collateral bore at the commencement of such Loan. Accordingly:

  • (i) the Market Value of the Posted Collateral to be delivered or deposited while the Loan continues shall be equal to the Required Collateral Value;
  • (ii) if at any time on any Business Day the Market Value of the Posted Collateral in respect of any Loan exceeds the Required Collateral Value in respect of such Loan, Lender shall (on demand) repay and/or redeliver, as the case may be, to Borrower such Equivalent Collateral as wil eliminate the excess; and
  • (iii) if at any time on any Business Day the Market Value of the Posted Collateral falls below the Required Collateral Value, Borrower shall (on demand) provide such further Collateral to Lender as wil eliminate the deficiency.

5.6 Requirements to redeliver excess Collateral

Where paragraph 5.4 applies, unless paragraph 1.4 of the Schedule indicates that this paragraph 5.6 does not apply, if a Party (the "first Party") would, but for this paragraph 5.6, be required under paragraph 5.4 to provide further Collateral or redeliver Equivalent Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph 5.6, also be required to or provide Collateral or redeliver Equivalent Collateral under paragraph 5.4, then the Market Value of the Collateral or Equivalent Collateral deliverable by the first Party ("X") shall be set-off against the Market Value of the Collateral or Equivalent Collateral deliverable by the second Party ("Y") and the only obligation of the Parties under paragraph 5.4 shall be, where X exceeds Y, an obligation of the first Pary, or where Y exceeds X, an obligation of the second Party to repay and/or (as the case may be) redeliver Equivalent Collateral or to deliver further Collateral having a Market Value equal to the difference between X and Y.

5.7 Where Equivalent Collateral is repaid or redelivered (as the case may be) or further Collateral is provided by a Party under paragraph 5.6, the Parties shall agree to which Loan or Loans such repayment, redelivery or further provision is to be attributed and failing agreement it shall be attributed, as determined by the Party making such repayment, redelivery or further provision to the earliest outstanding Loan and, in the case of a repayment or redelivery up to the point at which the Market Value of Collateral in respect of such Loan equals the Required Collateral Value in respect of such Loan, and then to the next earliest outstanding Loan up to the similar point and so on.

5.8 Timing of repayments of excess Collateral or deliveries of further Collateral

Where any Equivalent Collateral falls to be repaid or redelivered (as the case may be) or further Collateral is to be provided under this paragraph 5, unless otherwise agreed between the Parties, it shall be delivered on the same Business Day as the relevant demand. Equivalent Collateral comprising securities shall be deemed to have been delivered by Lender to Borrower on delivery to Borrower or as it shall direct of the relevant instruments of transfer, or in the case of such securities being held by an agent or within a clearing or settement system on the effective instructions to such agent or the operator of such system which result in such securities being held by the operator of the clearing system for the account of the Borrower or as it shall direct or by such other means as may be agreed.

5.9 Substitutions and extensions of Letters of Credit

Where Collateral is a Letter of Credit, Lender may by notice to Borrower require that Borrower, on the Business Day following the date of delivery of such notice, substitute Collateral consisting of cash or other Collateral acceptable to Lender for the Letter of Credit. Prior to the expiration of any Letter of Credit supporting Borrower's obligations hereunder, Borrower shall, no later than 1O.30a.m. UK time on the second Business Day prior to the date such Letter of Credit expires, obtain an extension of the expiration of such Letter of Credit or replace such Letter of Credit by providing Lender with a substitute Letter of Credit in an amount at least equal to the amount of the Letter of Credit for which it is substituted.

6. DISTRIBUTIONS AND CORPORATE ACTIONS

6.1 Manufactured Payments

Where Income is paid in relation to any Loaned Securities or Collateral (other than Cash Collateral) on or by reference to an Income Payment Date Borrower, in the case of Loaned Securities, and Lender, in the case of Collateral, 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 Date") pay and deliver a sum of money or property equivalent to the type and amount of such Income that, in the case of Loaned Securities, Lender would have been entitled to receive had such Securities not been loaned to Borrower and had been retained by Lender on the Income Payment Date, and, in the case of Collateral, Borrower would have been entitled to receive had such Collateral not been provided to Lender and had been retained by Borrower on the Income Payment Date unless a different sum is agreed between the Parties.

6.2 Income in the form of Securities

Where Income, in the form of securities, is paid in relation to any Loaned Securities or Collateral, such securities shall be added to such Loaned Securities or Collateral (and shall constitute Loaned Securities or Collateral, as the case may be, and be part of the relevant Loan) and wil not be delivered to Lender, in the case of Loaned Securities, or to Borrower, in the case of Collateral, until the end of the relevant Loan, provided that the Lender or Borrower (as the case may be) fulfils their obligations under paragraph 5.4 or 5.5 (as applicable) with respect to the additional Loaned Securities or Collateral, as the case may be.

6.3 Exercise of voting rights

Where any voting rights fall to be exercised in relation to any Loaned Securities or Collateral, neither Borrower, in the case of Equivalent Securities, nor Lender, in the case of Equivalent Collateral, shall have any obligation to arange for voting rights of that kind to be exercised in accordance with the instructions of the other Party in relation to the Securities borrowed by it or transferred to it by way of Collateral, as the case may be, unless otherwise agreed between the Parties.

6.4 Corporate actions

Where, in respect of any Loaned Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer, rights to receive securities or a certificate which may at a future date be exchanged for securities 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 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 Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such form as wil 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.

7. RA TES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL

7.1 Rates in respect of Loaned Securities

In respect of each Loan, Borrower shall pay to Lender, in the manner prescribed in subparagraph 7.3, sums calculated by applying such rate as shall be agreed between the Parties from time to time to the daily Market Value of the Loaned Securities.

7.2 Rates in respect of Cash Collateral

Where Cash Collateral is deposited with Lender in respect of any Loan, Lender shall pay to Borrower, in the manner prescribed in paragraph 7.3, sums calculated by applying such rates as shall be agreed between the Parties from time to time to the amount of such Cash CollateraL. Any such payment due to Borrower may be set-off against any payment due to Lender pursuant to paragraph 7.1.

7.3 Payment of rates

In respect of each Loan, the payments referred to in paragraph 7.1 and 7.2 shall accrue daily in respect of the period commencing on and inclusive of the Settlement Date 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 arear by the relevant Party not later than the Business Day which is one week after the last Business Day of the calendar month to which such payments relate or such other date as the Parties shall from time to time agree.

8. REDELIVERY OF EQUIVALENT SECURITIES

8.1 Delivery of Equivalent Securities on termination of a Loan

Borrower shall procure the redelivery of Equivalent Securities to Lender or redeliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Loan on termination of the Loan. Such Equivalent Securities shall be deemed to have been delivered by Borrower to Lender on delivery to Lender or as it shall direct of the relevant instruments of transfer, or in the case of Equivalent Securities held by an agent or within a clearing or settlement system on the effective instructions to such agent or the operator of such system which result in such Equivalent Securities being held by the operator of the clearing system for the account of the Lender or as it shall direct, or by such other means as may be agreed. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to redeliver or account for or act in relation to Loaned Securities shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Securities.

8.2 Lender's right to terminate a Loan

Subject to paragraph 10 and the terms of the relevant Loan, Lender shall be entitled to terminate a Loan and to 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 on the exchange or in the clearing organisation through which the Loaned Securities were originally delivered. Borrower shall redeliver such Equivalent Securities not later than the expiry of such notice in accordance with Lender's instructions.

8.3 Borrower's right to terminate a Loan

Subject to the terms of the relevant Loan, Borrower shall be entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to Lender in accordance with Lender's instructions and Lender shall accept such redelivery.

8.4 Redelivery of Equivalent Collateral on termination of a Loan

On the date and time that Equivalent Securities are required to be redelivered by Borrower on the termination of a Loan, Lender shall simultaneously (subject to paragraph 5.4 if applicable) repay to Borrower any Cash Collateral or, as the case may be, redeliver Collateral equivalent to the Collateral provided by Borrower pursuant to paragraph 5 in respect of such Loan. For the avoidance of doubt any reference in this Agreement 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 redeliver or account for or act in relation to Equivalent CollateraL.

8.5 Redelivery of Letters of Credit

Where a Letter of Credit is provided by way of Collateral, the obligation to redeliver Equivalent Collateral is satisfied by Lender redelivering for cancellation the Letter of Credit so provided, or where the Letter of Credit is provided in respect of more than one Loan, by Lender consenting to a reduction in the value of the Letter of Credit.

8.6 Redelivery obligations to be reciprocal

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 wil make such delivery (or make an appropriate payment as the case may be) to it. 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 arangements 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 wiling, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.

9. FAILURE TO REDELIVER

9.1 Borrower's failure to redeliver Equivalent Securities

  • (i) If Borrower does not redeliver Equivalent Securities in accordance with paragraph 8.1 or 8.2, Lender may elect to continue the Loan (which Loan, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.4 or 5.5 as applicable) provided that if Lender does not elect to continue the Loan, Lender may either by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payment obligations in respect thereof (in which case subparagraph (ii) below shall apply) or serve a notice of an Event of Default in accordance with paragraph 14.
  • (ii) Upon service of a notice to terminate the relevant Loan pursuant to paragraph 9.1(i):-
  • (a) there shall be set-off against the Market Value of the Equivalent Securities concerned such amount of Posted Collateral chosen by Lender (calculated at its Market Value) as is equal thereto;
  • (b) the Parties delivery and payment obligations in relation to such assets which are set-off shall terminate;
  • (c) in the event that the Market Value of the Posted Collateral set-off is less than the Market Value of the Equivalent Securities concerned Borrower shall account to Lender for the shortfall; and
  • (d) Borrower shall account to Lender for the total costs and expenses incurred by Lender as a result thereof as set out in paragraphs 9.3 and 9.4 from the time the notice is effective.

9.2 Lender's failure to Redeliver Equivalent Collateral

(i) If Lender does not redeliver Equivalent Collateral in accordance with paragraph 8.4 or 8.5, Borrower may either by written notice to Lender terminate the Loan forthwith and the Parties' delivery and payment obligations in respect thereof (in which case sub-paragraph (ii) below shall apply) or serve a notice of an Event of Default in accordance with paragraph 14.

  • (ii) Upon service of a notice to terminate the relevant Loan pursuant to paragraph 9.2(i):-
  • (a) there shall be set-off against the Market Value of the Equivalent Collateral concerned the Market Value of the Loaned Securities;
  • (b) the Parties delivery and payment obligations in relation to such assets which are set-off shall terminate;
  • (c) in the event that the Market Value of the Loaned Securities held by Borrower is less than the Market Value of the Equivalent Collateral concerned Lender shall account to Borrower for the shortfall; and
  • d) Lender shall account to Borrower for the total costs and expenses incurred by Borrower as a result thereof as set out in paragraphs 9.3 and 9.4 from the time the notice is effective.

9.3 Failure by either Party to redeliver

This provision applies in the event that a Party (the "Transferor") fails to meet a redelivery obligation within the standard settlement time for the asset concerned on the exchange or in the clearing organisation through which the asset equivalent to the asset concerned was originally delivered or within such other period as may be agreed between the Parties. In such situation, in addition to the Parties' rights under the general law and this Agreement where the other Party (the "Transferee") incurs interest, overdraft or similar costs and expenses the Transferor agrees to pay on demand and hold harmless the Transferee with respect to all such costs and expenses which arise directly from such failure excluding (i) such costs and expenses which arise from the negligence or wilful default of the Transferee and (ii) any indirect or consequential losses. It is agreed by the Parties that any costs reasonably and properly incurred by a Party arising in respect of the failure of a Party to meet its obligations under a transaction to sell or deliver securities resulting from the failure of the Transferor to fulfil its redelivery obligations is to be treated as a direct cost or expense for the purposes of this paragraph.

9.4 Exercise of buy-in on failure to redeliver

In the event that as a result of the failure of the Transferor to fulfi its redelivery obligations a "buy-in" is exercised against the Transferee, then the Transferor shall account to the Transferee for the total costs and expenses reasonably incurred by the Transferee as a result of such "buy-in".

10. SET -OFF ETC

10.1 Definitions for paragraph 10

In this paragraph 10:

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

"Bid Value" subject to paragraph 10.5 means:-

  • (a) in relation to Collateral equivalent to Collateral in the form of a Letter of Credit zero and in relation to Cash Collateral the amount of the currency concerned; and
  • (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral the amount which would be received on a sale of such Equivalent Securities or Equivalent Collateral at the Bid Price at Close of Business on the relevant Business Day 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 cary out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts, in the case of Equivalent Securities, paid to Borrower and in respect of which equivalent amounts have not been paid to Lender and in the case of Equivalent Collateral, paid to Lender and in respect of which equivalent amounts have not been paid to Borrower, in accordance with paragraph 6.1 prior to such time in respect of such Equivalent Securities, Equivalent Collateral or the original Securities or Collateral held, gross of all and any tax deducted or paid in respect thereof;

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

"Offer Value" subject to paragraph 10.5 means:-

  • (a) in relation to Collateral equivalent to Collateral in the form of a Letter of Credit zero and in relation to Cash Collateral the amount of the currency concerned; and
  • (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral the amount it would cost to buy such Equivalent Securities or Equivalent Collateral at the Offer Price at Close of Business on the relevant Business Day together with 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 and adding thereto the amount of any interest, dividends, distributions or other amounts, in the case of Equivalent Securities, paid to Borrower and in respect of which equivalent amounts have not been paid to Lender and in the case of Equivalent

Collateral, paid to Lender and in respect of which equivalent amounts have not been paid to Borrower, in accordance with paragraph 6.1 prior to such time in respect of such Equivalent Securities, Equivalent Collateral or the original Securities or Collateral held, gross of all and any tax deducted or paid in respect thereof;

10.2 Termination of delivery obligations upon Event of Default

Subject to paragraph 9, 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 "Termination Date" for the purposes of this clause) so that performance of such delivery and payment obligations shall be effected only in accordance with the following provisions:

  • (i) the Relevant Value of the securities which would have been required to be delivered but for such termination (or payment to be made, as the case may be) by each Party shall be established in accordance with paragraph 10.3; and
  • (ii) on the basis of the Relevant Values so established, an account shall be taken (as at the Termination Date) of what is due from each Pary to the other and (on the basis that each Pary'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 from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable (by the Pary having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Termination Date.

If the Bid Value is greater than the Offer Value, and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently redeliver for cancellation the Letter of Credit so provided.

If the Offer Value is greater than the Bid Value, and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently redeliver for cancellation the Letter of Credit so provided.

In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall redeliver for cancellation the Letter of Credit so provided.

10.3 Determination of delivery values upon Event of Default

For the purposes of paragraph 10.2 the "Relevant Value":-

  • (i) of any securities to be delivered by the Defaulting Party shall, subject to paragraph 10.5 below, equal the Offer Value of such securities; and
  • (ii) of any securities to be delivered to the Defaulting Party shall, paragraph 10.5 below, equal the Bid Value of such securities.
  • 10.4 For the purposes of paragraph 10.3, but subject to paragraph 10.5, the Bid Value and Offer Value of any securities shall be calculated for securities of the relevant description (as determined by the Non-Defaulting Party) as of the first Business Day following the Termination Date, or if the relevant Event of Default occurs outside the normal business hours of such market, on the second Business Day following the Termination Date (the "Default Valuation Time");
  • 10.5 Where the Non-Defaulting Party has following the occurrence of an Event of Default but prior to the close of business on the fifth Business Day following the Termination Date 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 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, 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 (together with any amounts owing pursuant to paragraph 6.1) be treated as the Offer Value or Bid Value, as the case may be, of the amount of securities to be delivered which is equivalent to the amount of the securities so bought or sold, as the case may be, for the purposes of this paragraph 10, so that where the amount of securities to be delivered is more than the amount so bought or sold as the case may be, the Offer Value or Bid Value as the case may be, of the balance shall be valued in accordance with paragraph 10.4.
  • 10.6 Any reference in this paragraph 10 to securities shall include any asset other than cash provided by way of CollateraL.

10.7 Other costs, expenses and interest payable in consequence of an Event of Default

The Defaulting Party shall be liable to the Non-Defaulting Party for the amount of all reasonable legal and other professional expenses incurred by the Non-Defaulting Party in connection with or as a consequence of an Event of Default, together with interest thereon at the one-month London Inter Bank Offered Rate as quoted on a reputable financial information service ("LIBOR") as of 1 1 .00 am, London Time, on the date on which it is to be determined or, in the case of an expense attributable to a particular transaction and where the parties have previously agreed a rate of interest for the transaction, that rate of interest if it is greater than LIBOR. The rate of LIBOR applicable to each month or part thereof that any sum payable pursuant to this paragraph 10.7 remains outstanding is the rate of LIBOR determined on the first Business Day of any such period of one month or any part thereof. Interest wil accrue daily on a compound basis and wil be calculated according to the actual number of days elapsed.

11. TRANSFER TAXES

Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified Lender against any liabilty arising as a result of Borrower's failure to do so.

12. LENDER'S WARRANTIES

Each Party hereby warants and undertakes to the other on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein 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 hereunder;
  • (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it hereunder to Borrower free from all liens, charges and encumbrances; and
  • (d) it is acting as principal in respect of this Agreement or, subject to paragraph 16, as agent and the conditions referred to in paragraph 16.2 wil be fulfiled in respect of any Loan which it makes as agent.

13. BORROWER'S WARRANTIES

Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that such waranties shall survive the completion of any transaction contemplated herein that, where acting as a Borrower:

(a) it has all necessary licenses and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement and wil 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 hereunder;
  • (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it hereunder to Lender free from all liens, charges and encumbrances; and
  • (d) it is acting as principal in respect of this Agreement.

14. EVENTS OF DEFAULT

  • 14.1 Each of the following events occurrng 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 paragraph 10 but only (subject to sub-paragraph (v) below) where the Non-Defaulting Party serves written notice on the Defaulting Party:-
  • (i) Borrower or Lender failing to payor repay Cash Collateral or deliver Collateral or redeliver Equivalent Collateral or Lender failing to deliver Securities upon the due date;
  • (ii) Lender or Borrower failing to comply with its obligations under paragraph 5;
  • (iii) Lender or Borrower failng to comply with its obligations under paragraph 6.1;
  • (iv) Borrower failng to comply with its obligations to deliver Equivalent Securities in accordance with paragraph 8;
  • (v) an Act of Insolvency occurring with respect to Lender or Borrower, 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 not requiring the Non-Defaulting Pary to serve written notice on the Defaulting Party;
  • (vi) any representation or warranty made by Lender or Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated;
  • (vii) Lender or Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations under this Agreement and/or in respect of any Loan;
  • (viii) Lender (if applicable) or Borrower being declared in default or being suspended or expelled from membership of or participation in, any securities exchange or association or suspended or prohibited from dealing in securities by any regulatory authority;

  • (ix) any of the assets of Lender or Borrower or the assets of investors held by or to the order of Lender or Borrower being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any securities regulating legislation, or

  • (x) Lender or Borrower failing to perform any other of its obligations under this Agreement and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure.
  • 14.2 Each Party shall notify the other (in writing) if an Event of Default or an event which, with the passage of time and/or upon the serving of a written notice as referred to above, would be an Event of Default, occurs in relation to it.
  • 14.3 The provisions of this Agreement constitute a complete statement of the remedies available to each Pary in respect of any Event of Default.
  • 14.4 Subject to paragraph 9.3 and 10.7, neither Pary may claim any sum by way of consequential loss or damage in the event of failure by the other party to perform any of its obligations under this Agreement.

15. INTEREST ON OUTSTANDING PAYMENTS

In the event of either Party failng 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 after 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 as the principal sum and at the rate referred to in paragraph 10.7. Interest wil accrue daily on a compound basis and wil be calculated according to the actual number of days elapsed.

16. TRANSACTIONS ENTERED INTO AS AGENT

16.1 Power for Lender to enter into Loans as agent

Subject to the following provisions of this paragraph, Lender may (if so indicated in paragraph 6 of the Schedule) 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 paragraph as an "Agency Transaction").

16.2 Conditions for agency loan

A Lender may enter into an Agency Transaction if, but only if:-

(i) it specifies that Loan as an Agency Transaction at the time when it enters into it;

  • (ii) it enters into that Loan on behalf of a single Principal whose identity is disclosed to Borrower (whether by name or by reference to a code or identifier which the Parties have agreed wil be used to refer to a specified Principal) at the time when it enters into the Loan or as otherwise agreed between the Paries; and
  • (iii) 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 obligations under the agreement referred to in paragraph 16.4(ii).

16.3 Notification by Lender of certain events affecting the principal

Lender undertakes that, if it enters as agent into an Agency Transaction, forthwith upon becoming aware:-

  • (i) of any event which constitutes an Act of Insolvency with respect to the relevant Principal; or
  • (ii) of any breach of any of the waranties given in paragraph 16.5 or of any event or circumstance which has the result that any such waranty would be untrue if repeated by reference to the then current facts;

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

16.4 Status of agency transaction

  • (i) Each Agency Transaction shall be a transaction between the relevant Principal and Borrower and no person other than the relevant Principal and Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, Lender shall not be liable as principal for the performance of an Agency Transaction, but this is without prejudice to any liabilty of Lender under any other provision of this clause; and
  • (ii) all the provisions of the Agreement shall apply separately as between 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 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

if there occurs in relation to the Agent an Event of Default or an event which would constitute an Event of Default if Borrower served written notice under any sub-clause of paragraph 14, Borrower shall be entitled by giving written notice to the Principal (which notice shall be validly given if given to Lender in accordance with paragraph 21) to declare

that by reason of that event an Event of Default is to be treated as occurring in relation to the PrincipaL. If 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

if the Principal is neither incorporated in nor has established a place of business in Great Britain, the Principal shall for the purposes of the agreement referred to in paragraph 16.4(ii) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of England the Agent, or if the Agent is neither incorporated nor has established a place of business in Great Britain, 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.

The foregoing provisions of this paragraph do not affect the operation of the Agreement as between Borrower and Lender in respect of any transactions into which Lender may enter on its own account as principaL.

16.5 Warranty of authority by Lender acting as agent

Lender warants to Borrower that it wil, on every occasion on which it enters or purports to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that Loan and perform the obligations arising under such transaction 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 paragraph 16.4(ii).

17. TERMINANA TION OF THIS AGREEMENT

Each Party shall have the right to terminate this Agreement by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termnation) subject to an obligation to ensure that all Loans which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement.

18. SINGLE AGREEMENT

Each Party acknowledges that, and has entered into this Agreement and wil enter into each Loan in consideration of and in reliance upon the fact that, all Loans constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each Party agrees:

(i) to perform all of its obligations in respect of each Loan, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Loans; and

(ii) that payments, deliveries and other transfers made by either of them in respect of any Loan shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan.

19. 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 full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve as far as possible, without ilegality, the intention of the Paries with respect to that severed provision.

20. SPECIFIC PERFORMANCE

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

21. NOTICES

  • 21.1 Any notice or other communication in respect of this Agreement may be given in any manner set forth below to the address or number or in accordance with the electronic messaging system details set out in paragraph 4 of the Schedule and wil be deemed effective as indicated:
  • (i) if in writing and delivered in person or by courier, on the date it is delivered;
  • (ii) if sent by telex, on the date the recipient's answerback is received;
  • (iii) 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 wil be on the sender and wil not be met by a transmission report generated by the sender's facsimile machine);
  • (iv) 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
  • (v) 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.

21.2 Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

22. ASSIGNMENT

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

23. NON-WAIVER

No failure or delay by either Party (whether by course of conduct or otherwise) to exercise any right, power or privilege hereunder 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 herein provided.

24. GOVERNING LAW AND JURISDICTION

  • 24.1 This Agreement is governed by, and shall be construed in accordance with, English law.
  • 24.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, "Proceedings" and "Disputes") and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.
  • 24.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.
  • 24.4 Each of Party A and Party B hereby respectively appoints the person identified in paragraph 5 of the Schedule pertaining to the relevant Party as its agent to receive on its behalf service of process in the courts of England. If such an agent ceases to be an agent of Party A or party B, as the case may be, the relevant Party shall promptly appoint, and notify the other Party of the identity of its new agent in England.

25. TIME

Time shall be of the essence of the Agreement.

26. RECORDING

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

27. WAIVER OF IMMUNITY

Each Party hereby waives all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgement) and execution to which it might otherwise be entitled in any action or proceeding in the courts of England or of any other country or jurisdiction relating in any way to this Agreement and agrees that it wil not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.

28. MISCELLANEOUS

  • 28.1 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.
  • 28.2 The Party (the "Relevant Party") who has prepared the text of this Agreement for execution (as indicated in paragraph 7 of the Schedule) warrants and undertakes to the other Party that such text conforms exactly to the text of the standard form Global Master Securities Lending Agreement posted by the International Securities Lenders Association on its website on 7 May 2000 except as notified by the Relevant Pary to the other Party in writing prior to the execution of this Agreement.
  • 28.3 No amendment in respect of this Agreement wil 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.
  • 28.4 The obligations of the Parties under this Agreement wil survive the termination of any Loan.
  • 28.5 The warranties contained in paragraphs 12, 13, 16 and 28.2 wil survive termination of this Agreement for so long as any obligations of either of the Parties pursuant to this Agreement remain outstanding.
  • 28.6 Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
  • 28.7 This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which wil be deemed an original.
  • 28.8 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

EXECUTED by the PARTIES

DATED 21 st March, 2011

SIGNED BY

FOR AND ON BEHALF OF

~/~~ ~~~e~ ~

Associate Director

SIGNED BY

DULY AUTHORISED FOR AND ON BEHALF OF

STATE STREET BANK AN TRUST CO~'

Don O'Eramo Senior Managing Director

ID Chri r Morley Senior aging Director

SCHEDULE

1 Collateral

  • 1.1 The securities, financial instruments and deposits of currency set out in the table below with a cross marked next to them are acceptable forms of Collateral under this Agreement.
  • 1.2 Unless otherwise agreed between the Paries, the Market Value of the Collateral delivered pursuant to paragraph 5 by Borrower to Lender under the terms and conditions of this Agreement shall on each Business Day represent not less than the Market Value of the Loaned Securities together with the percentage contained in the row of the table below corresponding to the particular form of Collateral, referred to in this Agreement as the "Margin ".
Security /Financial Mark "X" if acceptable Margin
Instrument/Deposit of
Currency
form of Collateral (%)
Sovereign bonds (as agreed) X 5%
Cash Collateral X 2% - 5%
FTSE 100 DBV X 5%
UK Gilts DBV X 2% - 5%

1.3 Basis of Margin Maintenance:

Paragraph 5.4 (aggregation) shall not apply* D

The assumption is that paragraph 5.4 (aggregation) applies unless the box is ticked

1.4 Paragraph 5.6 (netting of obligations to deliver Collateral and redeliver Equivalent Collateral) shall not apply* D

If paragraph 5.4 applies, the assumption is that paragraph 5.6 (netting) applies unless the box is ticked.

  1. Base Currency

The Base Currency applicable to this Agreement is: EURO

3. Places of Business

London

4. Designated Offce and Address for Notices

(A) Designated offce of Party A:

Party A may act through its Sydney Head Office or London branch.

(a) Address for notices or communications to Party A when it is acting through its Sydney head office:

Address: 1 Martin Place, Sydney NSW 2000 Australia
Attention: Executive Director, Legal Risk Management, Treasury &
Commodities Group, Equity Markets Group
Facsimile No: +61282324540
Telephone No: +61282323333

(b) Address for notices or communications to Party A when it is acting through its London branch: Address: Attention: Level 30, Citypoint, 1 Ropemaker Street, London EC2Y 9HD, United Kingdom Head of Legal, Treasury Legal London

Facsimile No: +442030374435

Telephone No: +442070652215

(B) Designated offce of Party B:

London, Boston and Toronto

Address for notices or communications to Party B:
Address: State Street Bank and Trust Company, 20 Churchil Place,
Canary Whar, London E14 5HJ United Kingdom
Attention: Christopher Taylor, Securities Finance
Facsimile No: 44 (0) 20 7369 4603
Telephone No: +44 (0) 20 7864-7357
Electronic Messaging System Details: not applicable
With a copy to: Securities Finance
State Street Financial Center
One Lincoln Street
Boston Massachusetts 02111-2900
Attn: Paul Fleming, Short Extension Product

5. (A) Agent of Party A for Service of Process

NOT APPLICABLE

(B) Agent of Party B for Service of Process

Macquarie Bank Ltd (London Branch)Level 30, Citypoint, 1 Ropemaker Street, London EC2Y 9HD, United Kingdom

6. Agency

- Paragraph 16 may apply to Party A* D
- Paragraph 16 may apply to Pary B* D
7. Party Preparing this Agreement
Pary A *
D
Pary B * LK

8. Records and Statements

  • (a) The Lender shall keep records capable of demonstrating at all times the outstanding Transactions, the Net Transaction Exposure, the amount of Cash Collateral and/or Collateral Securities paid or delivered by Borrower in respect of Loans and such other information as may be necessary to perform its obligations as Lender or agreed between the Parties.
  • (b) The Lender shall, at such times and using the medium as have been agreed between the Paries, or otherwise upon reasonable request by Borrower, deliver a statement to Borrower in respect of all outstanding Transactions setting out the amount of Collateral by value and any further information agreed to be provided.

9 Confidentiality

  • (a) The statements provided in accordance with clause 9 and any other information exchanged between the Parties shall be provided to persons in their respective legal/creditrisk/compliance departments or such other entity performing similar functions on behalf of the Party as have a need to know in order to cary out their functions ("Authorised Persons") for the purposes of (a) credit analysis, (b) monitoring credit exposure, (c) calculating regulatory capital requirements and (d) compliance requirements (including without limitation "know your customer" requirements), in each case with respect to transactions executed under this Agreement or other agreements for securities finance products or services (together, the "Authorized Purposes").
  • (b) The Parties each acknowledge that all information regarding themselves or Transactions provided by or on behalf of one party or otherwise made available to the other is

confidential, proprietary and very valuable. Each Party undertakes to ensure that such information is only available to Authorised Persons and used for Authorised Purposes. Each Party shall not, and wil ensure that other persons or entities under its control or direction, including without limitation the Authorized Persons shall not, directly or indirectly, in any manner or through any means, (i) trade or make investment recommendations on the basis of the information, or (ii) disclose such information to any other person, department or unit, including without limitation, the sales, trading or marketing units of that Party or its affiliates without the prior written consent of the other party, and shall not permit any use of the information to solicit business or to market any products or services (including securities lending) to any person or otherwise interfere with the other Party's relationship with its clients or customers.

  • (f) Each Pary shall safeguard the information from unauthorized use or disclosure using the same degree of care as it takes to protect its own confidential information of similar nature in any event no less than the degree of care reasonably expected of a professional and competent financial institution. For purposes hereof, "person" wil be interpreted broadly to include any organization, governmental instrumentality, corporation, partnership, division or individuaL.
  • (g) Each Pary acknowledges and agrees that the other party could suffer irreparable harm if the provision of this clause 10 were breached and that money damages might not be a sufficient remedy for any such breach. Each Pary shall therefore be entitled to seek specific performance and injunctive relief as remedies for any such breach. Such remedies are not the exclusive remedies for a breach of this Agreement but are in addition to all other remedies available at law or in equity.

10 Manufactured Dividends

In relation to any Loan of Overseas Securities or shares in United Kingdom real estate investment trusts made pursuant to the Agreement Paragraph 6.1 of the Agreement shall take effect as if it were replaced by the following sub-paragraphs:-

  • (a) Where Income is paid in relation to any Loaned Securities on or by reference to an Income Payment Date on which such Securities are the subject of a Loan, 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 Date") pay and deliver a sum of money or property equivalent to the type and amount of such Income, irrespective of whether the Borrower received the same. The provisions of sub-paragraphs (b) to (d) below shall apply in relation thereto.
  • (b) Subject to sub-paragraph (c) below, in the case of any Income comprising a payment, the amount (the "Manufactured Dividend") payable by the Borrower shall be equal to the amount of such income that the Lender would have been entitled to receive had such securities not been loaned to Borrower and had been retained by the Lender on the Income Payment Date TOGETHER WIH a sum of money equivalent to any reclaims or tax credits with respect to withholding tax at source on

actual distribution made by the issuer which may otherwise have been available to the Lender had it received the actual distribution made by the issuer, unless a lesser amount is agreed between the Parties or an Appropriate Tax Voucher (TOGETHER WIH any further amount which may be agreed between the parties to be paid) is provided in lieu of such deduction, withholding, tax credit or payment.

  • (c) Where either the Borrower, or any person to whom the Borrower has on-lent the Securities, is unable to make payment of the Manufactured Dividend to the Lender without there being a requirement to account to the UK Inland Revenue for any amount of (a) in the case of shares in United Kingdom real estate investment trusts, UK Income tax pursuant to Regulation 3(2) of Statutory Instrument 2006/2867 or (b) in all other cases, relevant withholding tax pursuant to Schedule 23A to the Income and Corporation Taxes Act 1988 or Chapter 9 of Part 15 of the Income Tax Act 2007, as applicable) the Borrower shall pay to the Lender, in cash, the Manufactured Dividend less amounts equal to such tax. The Borrower shall at the same time, if requested, supply Appropriate Certificates of Deduction of Tax or Appropriate Tax Vouchers to the Lender. For the avoidance of doubt, this sub-paragraph (c) wil not apply where the Lender has provided to the Borrower documentation that would allow the Borrower to make the payment of the Manufactured Dividend without accountjng for any amount of UK income tax or relevant withholding tax.
  • (d) In this paragraph:
  • (i) "Appropriate Tax Vouchers" means such tax vouchers and/or certificates as are defined in Regulations 10(2), 10 (3), 10(4) and 15 of UK Statutory Instrument 1993 / 2004 as amended, supplemented or superseded.
  • (ii) "Appropriate Certificates of Deduction of Tax" means such statements as referred to in Regulation 6 of Statutory Instrument 2006 / 2867 as amended, supplemented or superseded.

11 Payments on Collateral Securities

The following shall be added at the end of Paragraph 6.1 of the Agreement:

"Where Securities are delivered as Collateral for a Loan, Borrower shall provide to Lender Alternative Collateral acceptable to Lender not less than three Business Days prior to the record date for the payment of any Income with respect to the CollateraL. If, for whatever reason, Alternative Collateral is not provided prior to the record date for the payment of any Income with respect to the Collateral, causing Lender to be the holder of record at such time Lender's obligation to account to Borrower for Income or other distributions in respect of Collateral shall be subject to any withholding taxes or duties deducted or imposed on Lender without reference to any amount of tax credit or reclaim which may be due or claimable by Lender. Where Borrower has supplied Alternative Collateral but Lender has failed to make reasonable efforts to transfer Equivalent Collateral prior to such Income

Payment Date Lender shall indemnify Borrower in respect of any cost, loss or damage suffered by Borrower which it would not have suffered had Equivalent Collateral been transferred prior to such Income Payment Date."

12 AUKI / AUKCA Status

Each party undertakes to notify the other Party if it becomes or ceases to be an A UKI or an AUKCA.

13 Distribution of Securities, warrants or rights

A new paragraph 6.5 is added as follows:

"6.5 Distribution of Securities, warrants or rights

  • 6.5.1 Any distribution of Securities made in exchange for Securities which are the subject of a Loan or are securities which are provided as Collateral shall be deemed substituted for such Loaned Securities or Collateral respectively, and shall be treated as if such Securities were originally the subject of the relevant Loan or originally provided as Collateral, as the case may be.
  • 6.5.2 Income comprising a distribution of warants or rights to purchase shares shall, if made in respect of Securities, be deemed to be a new Loan of Securities at the rate agreed upon by the Parties, and shall, if made in respect of Collateral, be deemed to a provision of additional Collateral subject to the Margin agreed upon by the Parties. "

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).

2, % e - - i . A

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 Iinto 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:
----- -----------------------------------------------------
  • "(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