Macquarie Group Limited — Share Issue/Capital Change 2012

Dec 12, 2012

Macquarie Group Limited ABN 94 122 169 279

No.1 Martin Place Telephone (61 2) 8232 3333 Sydney NSW 2000 Facsimile (61 2) 8232 7780 GPO Box 4294 Internet http://www.macquarie.com.au Sydney NSW 1164 AUSTRALIA

13 December 2012

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000

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Dear Sir/Madam

Macquarie Group Limited - Issued Ordinary Capital and Options Update – 1 November to 30 November 2012

Since the last notification to the ASX on 13 November 2012 of the positions as at 31 October 2012:

• a) 5,260 fully paid ordinary shares have been issued pursuant to the Macquarie Group Employee Retained Equity Plan (“MEREP”);

• b) 7,160 fully paid ordinary shares were issued on 16 November 2012 at a price of $80.30 each on retraction of exchangeable shares issued by Macquarie Capital Acquisitions (Canada) Limited, a subsidiary of Macquarie Group Limited, pursuant to the retention agreements entered into with key Orion Financial Inc. (“Orion”) employees shortly after the completion of the acquisition by Macquarie of Orion in December 2007;

• c) 32,002 fully paid ordinary shares were issued on 12 November 2012 for Nil cash consideration pursuant to retention agreements entered into with key Orion employees;

• d) The following fully paid ordinary shares were issued at a price of $50.80 each on retraction of exchangeable shares issued by Macquarie Capital Acquisitions (Canada) No.2 Limited, a subsidiary of Macquarie Group Limited, pursuant to retention agreements entered into with key employees as part of the acquisition of Tristone Capital Global Inc. (“Tristone”) in August 2009;

• 71,272 shares on 12 November 2012;

• 2,035 shares on 13 November 2012;

• 928 shares on 14 November 2012;

Macquarie Group Limited is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Cwth), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Group Limited.

Macquarie Group Limited

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• 7,711 shares on 15 November 2012;

• 13,109 shares on 16 November 2012;

• 732 shares on 20 November 2012;

• 1,538 shares on 22 November 2012; and

• 28,887 shares on 23 November 2012.

• e) the following options have been exercised (converting into one newly issued fully paid share per option):

• 5,956 options exercisable $17.10 each and expiring 9 March 2014 (MQG0426);

• 4,332 options exercisable $23.17 each and expiring 23 March 2014 (MQG0427);

• 6,940 options exercisable $25.39 each and expiring 24 November 2013 (MQGO419);

• 4,000 options exercisable $26.66 each and expiring 27 January 2013 (MQG0423);

• 15,666 options exercisable $28.48 each and expiring 8 December 2013 (MQG0420); and

• 5,332 options exercisable $29.41 each and expiring 8 April 2014 (MQG0428).

Therefore, as at 30 November 2012, the number of issued fully paid ordinary shares in MGL was 339,173,329.

Since the notification to the ASX on 13 November 2012 of the positions as at 31 October 2012 the following further movements have occurred pursuant to the MEREP:

• 16,147 Deferred Share Units (“DSUs”) have been granted;

• 6,600 DSUs have expired; and

• 205,934 DSUs have been exercised.

Therefore, as at 30 November 2012:

• the number of DSUs on issue was 4,356,775; and

• the number of Performance Share Units (“PSUs”) was 1,969,394.

The total number of ordinary shares on issue noted above includes 3,234,250 ordinary shares held by the MEREP Trustee (“Trustee”) in a reserve account and which may be used to satisfy the obligations of MGL in respect of DSUs issued under the MEREP, including allocation of ordinary shares on exercise of DSUs.

As at 30 November 2012 there were 491,330 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) Limited, a subsidiary of MGL, which may be exchanged into 491,330 fully paid ordinary shares in MGL, issued as part of the acquisition of Orion in December 2007.

Macquarie Group Limited

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As at 30 November 2012 there were 427,106 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) No.2 Limited which may be exchanged into 427,106 fully paid ordinary shares in MGL, issued as part of the acquisition of Tristone. There are a further 11,295 Exchangeable Shares on issue, resulting from the exercise of retention options previously held under retention agreements with key former Tristone employees.

Since the notification to ASX on 13 November 2012 of the positions as at 31 October 2012, there have been no new options issued under the Macquarie Group Employee Share Option Plan.

Since the notification to ASX on 13 November 2012 of the positions as at 31 October 2012, the following lapses of unexercised options have been processed between 1 November 2012 and 30 November 2012:

• 41,256 options exercisable at $77.55 each and expiring on 22 November 2012 (MQG0389);

• 8,000 options exercisable at $54.69 each and expiring on 22 February 2013 (MQG0395);

• 3,000 options exercisable at $63.09 each and expiring on 8 May 2013 (MQG0400);

• 2,000 options exercisable at $59.58 each and expiring on 22 May 2013 (MQG0401);

• 3,000 options exercisable at $48.78 each and expiring on 23 June 2013 (MQG0403);

• 2,576,608 options exercisable at $53.91 each and expiring on 15 August 2013 (MQG0407);

• 5,009 options exercisable at $53.91 each and expiring on 22 August 2013 (MQG0408);

• 10,000 options exercisable at $45.35 each and expiring on 8 September 2013 (MQG0411);

• 6,668 options exercisable at $53.91 each and expiring on 22 September 2013 (MQG0412); and

• 6,764 options exercisable at $32.39 each and expiring on 22 October 2013 (MQG0417);

The number of options on issue at 30 November 2012 was 10,161,031 all exercisable into one share per option.

Macquarie Group Limited

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Yours faithfully

Nigel Donnelly Assistant Company Secretary

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 30 November 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0390	188,937	$79.38	10/12/2012
MQG0391	31,608	$74.30	24/12/2012
MQG0392	35,602	$72.27	8/01/2013
MQG0393	26,336	$64.40	22/01/2013
MQG0394	95,771	$63.74	8/02/2013
MQG0395	19,139	$54.69	22/02/2013
MQG0396	28,994	$47.79	10/03/2013
MQG0397	17,667	$51.34	25/03/2013
MQG0398	88,334	$56.79	8/04/2013
MQG0399	12,521	$59.16	22/04/2013
MQG0400	57,076	$63.09	8/05/2013
MQG0401	26,000	$59.58	22/05/2013
MQG0402	30,387	$52.89	10/06/2013
MQG0403	3,000	$48.78	23/06/2013
MQG0404	20,000	$47.29	8/07/2013
MQG0405	18,288	$47.29	22/07/2013
MQG0406	23,087	$51.01	8/08/2013
MQG0407	8,512,622	$53.91	15/08/2013
MQG0408	41,354	$53.91	22/08/2013
MQG0409	53,238	$48.61	22/08/2013
MQG0410	14,690	$53.91	8/09/2013
MQG0411	55,480	$45.35	8/09/2013
MQG0412	59,851	$53.91	22/09/2013
MQG0413	58,549	$33.49	22/09/2013
MQG0414	71,231	$53.91	8/10/2013
MQG0415	44,324	$36.20	8/10/2013
MQG0416	34,174	$53.91	22/10/2013
MQG0418	32,725	$31.99	10/11/2013
MQG0419	5,668	$25.39	24/11/2013

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 30 November 2012

MQG Code

Number Exercise Price Expiry Date

MQG0420 MQG0421 MQG0422 MQG0423 MQG0424 MQG0425 MQG0426 MQG0427 MQG0428 MQG0429 MQG0430 MQG0431 MQG0432 MQG0433 MQG0434 MQG0435 MQG0436 MQG0437 MQG0438 MQG0439 MQG0440 MQG0441

14,334 $28.48 8/12/2013 20,000 $27.78 22/12/2013 25,000 $31.73 8/01/2014 8,000 $26.66 22/01/2014 25,000 $23.84 9/02/2014 10,000 $21.24 23/02/2014 11,000 $17.10 9/03/2014 5,668 $23.17 23/03/2014 73,642 $29.41 8/04/2014 66,000 $30.89 22/04/2014 31,743 $34.02 8/05/2014 3,000 $36.87 9/06/2014 9,000 $37.17 22/06/2014 28,525 $36.73 8/07/2014 11,332 $39.03 22/07/2014 8,000 $44.21 10/08/2014 3,000 $45.71 24/08/2014 28,134 $49.32 8/09/2014 34,000 $53.07 22/09/2014 17,000 $54.25 8/10/2014 9,000 $54.26 22/10/2014 13,000 $48.48 08/12/2014 10,161,031