Macquarie Group Limited — Proxy Solicitation & Information Statement 2013

Jun 19, 2013

Macquarie Group Limited ACN 122 169 279

MACQUARIE

Lodgement of a Proxy Form:

Online: www.investorvote.com.au

By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

In Person Share Registry: Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000 Australia

Alternatively you can fax your form to: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)

For Intermediary Online Subscribers only (Custodians) www.intermediarvonline.com

For all enquiries call: 1300 554 096 (within Australia) +61 3 9415 4137 (outside Australia)

Proxy Form

Lodge your proxy

Go to www.investorvote.com.au

To use this online facility you will need to enter the Control Number, your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode, as shown on this Proxy Form. You will be taken to have signed your proxy if you lodge it in accordance with the instructions on the website. A proxy cannot be appointed electronically if they are appointed under a power of attorney or similar authority.

Your access information that you will need to vote: Control Number:

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

$\overleftrightarrow{\mathbb{C}}$ Your proxy must be received by 10:30 am (Melbourne time) on Tuesday, 23 July 2013

How to vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of a Proxy

For important information relating to the appointment of a proxy to vote on your behalf, please refer to Steps 1 and 2 overleaf.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose (subject to the voting restrictions set out in the Notice of Meeting). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the 'For', 'Against' or 'Abstain' box or boxes opposite each item of business. The sum of the votes cast must not exceed your total number of shares or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both proxyholders' names and the percentage of votes or number of shares in Step 1 and Step 3 overleaf. If you wish to give your second proxy different voting instructions, an additional Proxy Form may be obtained by telephoning the Share Registry or you may copy this form.

Signing instructions for postal forms

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate 'Certificate of Appointment of Corporate Representative' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com

Registered Registered Address		Change of address. If your address is incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with 'X') should advise their broker of any changes.	Holder Identification Number (HIN) or Security holder Reference Number (SRN)
Proxy Form			Please mark $ \mathbf{X} $ to indicate your directions
STEP 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Macquarie Group Limited ('Macquarie') hereby appoint			X PLEASE NOTE: Leave this box
the Chairman $OR$ of the Meeting			blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Macquarie Group Limited to be held at the Grand Hyatt Melbourne, Savoy Ballroom, 123 Collins Street, Melbourne, Victoria on Thursday, 25 July 2013 at 10:30 am and at any adjournment of that meeting.
Important for Items 4, 5 and 6: If the Chairman of the Meeting is your proxy and you do not direct your proxy to vote 'For', 'Against' or to 'Abstain' on:
The Chairman of the Meeting will vote undirected proxies in favour of Items 4 and 6; and If you do not wish for your vote to be cast in this way, you should direct your proxy how to vote on Items 4, 5 and 6.		Item 5, you will be deemed to have directed the Chairman of the Meeting to vote in favour of Item 5.	Items 4 and/or 6, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Items 4 and 6 (as applicable) even if that item is connected directly or indirectly with the remuneration of a member of the key management personnel of Macquarie.
STEP 2 counted in computing the required majority for the poll to be called on that item.			Important for Item 7: If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Item 7, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote on Item 7, if the Chairman of the Meeting has an interest in the Item, the Chairman of the Meeting will not cast your votes on that item and your votes will not be
STEP 3 Items of Business			the ASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS	For Against Abstain	SPECIAL BUSINESS	For Against Abstain
2 Re-election of Mr MJ Hawker as a Voting Director		5 Approval of Termination Benefits*
3 Election of Mr MJ Coleman as a Voting Director		6 Approval of Executive Voting Director's participation in the Macquarie Group Employee
4 To adopt the Remuneration Report of Macquarie for the year ended 31 March 2013		Retained Equity Plan 7 Approval of the issue of Macquarie
*Voting on Item 5: Please refer to the Notice of Meeting for details on voting restrictions. If you may receive a benefit under Item 5, the		Group Capital Notes**
Corporations Act prohibits you and your associates from voting on Item 5. **Voting on Item 7: Please refer to the Notice of Meeting for details on voting restrictions and related ASX waivers for Item 7. If you are a trustee, nominee or custodian who is subject to these voting restrictions, and you are directing your proxy to vote on Item 7, then by signing and lodging this proxy form you are confirming to Macquarie Group Limited that the conditions of the ASX waivers referred to in the Notice of Meeting have been satisfied in relation to all security holdings that are the subject of the proxy. The Chairman of the Meeting will vote undirected proxies in favour of Items 2, 3, 4, 6 and, as set out in Step 2 above, Item 7. As noted above, where the Chairman of the Meeting is your proxy and you do not complete Step 3 in this form for Item 5 you will be deemed to have directed the Chairman to vote in favour of that item. Appointing a second proxy I/We wish to appoint a second proxy		State the percentage of your voting rights or the number of shares for this proxy
	AND	ΟR $\%$
Name of second proxyholder
SIGN Signature of Shareholder(s)		This section must be completed.
	Shareholder 2		Shareholder 3
Individual or Shareholder 1
Sole Director and Sole Company Secretary	Director		Director/Company Secretary