Macquarie Group Limited — Share Issue/Capital Change 2012

Oct 14, 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

15 October 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 September to 30 September 2012

Since the last notification to the ASX on 14 September 2012 of the positions as at 31 August 2012:

• a) 7,328 shares fully paid ordinary shares were issued on 12 September 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;

• b) 1,044,738 fully paid ordinary shares have been cancelled after being acquired under the Macquarie Group Limited (“MGL”) share buy-back announced to the market on 27 April 2012.

Therefore, as at 30 September 2012, the number of issued fully paid ordinary shares in MGL was 339,009,111.

Since the notification to the ASX on 14 September 2012 of the positions as at 31 August 2012 the following further movements have occurred pursuant to the MEREP:

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• 34,500 Deferred Share Units (“DSUs”) have been granted;

• 40,458 DSUs have expired; and

• 9,188 DSUs have been exercised.

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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Therefore, as at 30 September 2012:

the number of DSUs on issue was 4,568,369; and

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

The total number of ordinary shares on issue noted above includes 3,464,072 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 September 2012 there were 498,490 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) Limited, a subsidiary of MGL, which may be exchanged into 498,490 fully paid ordinary shares in MGL, issued as part of the acquisition of Orion in December 2007.

As advised to ASX on 27 September 2007, there are also retention agreements in place with key former Orion employees issued as part of the acquisition of Orion in December 2007. At 30 September 2012, under the agreements a total of 32,002 fully paid ordinary shares in MGL may be allocated within the 5 year period from the date of acquisition.

As at 30 September 2012 there were 498,639 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) No.2 Limited which may be exchanged into 498,639 fully paid ordinary shares in MGL, issued as part of the acquisition of Tristone Capital Global (“Tristone”) in August 2009. There were a further 21,178 Exchangeable Shares on issue, which were issued under retention agreements in place with key former Tristone employees. There are a further 43,765 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 14 September 2012 of the positions as at 31 August 2012, there have been no new options issued under the Macquarie Group Employee Share Option Plan.

Since the notification to ASX on 14 August 2012 of the positions as at 31 August 2012, the following lapses of unexercised options have been processed between 1 September 2012 and 30 September 2012:

• 65,303 options exercisable at $71.41 each and expiring on 10 September 2012 (MQG0382);

• 89,441 options exercisable at $71.49 each and expiring on 10 September 2012 (MQG0383);

• 1,000 options exercisable at $71.41 each and expiring on 24 September 2012 (MQG0384);

• 59,298 options exercisable at $76.69 each and expiring on 24 September 2012 (MQG0385);

Macquarie Group Limited

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

• 18,464 options exercisable at $53.91 each and expiring on 15 August 2013 (MQG0407);

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

• 7,589 options exercisable at $33.49 each and expiring on 22 September 2013 (MQG0413);

• 1,000 options exercisable at $29.41 each and expiring on 8 April 2014 (MQG0428);

• 1,884 options exercisable at $49.32 each and expiring on 8 September 2014 (MQG0437); and

• 2,884 options exercisable at $53.07 each and expiring on 22 September 2014 (MQG0438).

The number of options on issue at 30 September 2012 was 13,123,055 all exercisable into one share per option.

Yours faithfully

Nigel Donnelly Assistant Company Secretary

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 30 September 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0386	476	$71.41	8/10/2012
MQG0387	24,334	$86.34	8/10/2012
MQG0388	35,012	$82.37	22/10/2012
MQG0389	41,256	$77.55	22/11/2012
MQG0390	202,337	$79.38	10/12/2012
MQG0391	31,608	$74.30	24/12/2012
MQG0392	35,602	$72.27	8/01/2013
MQG0393	29,336	$64.40	22/01/2013
MQG0394	114,771	$63.74	8/02/2013
MQG0395	27,139	$54.69	22/02/2013
MQG0396	31,994	$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	63,076	$63.09	8/05/2013
MQG0401	28,000	$59.58	22/05/2013
MQG0402	32,387	$52.89	10/06/2013
MQG0403	6,000	$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	11,188,298	$53.91	15/08/2013
MQG0408	46,363	$53.91	22/08/2013
MQG0409	53,238	$48.61	22/08/2013
MQG0410	16,690	$53.91	8/09/2013
MQG0411	65,480	$45.35	8/09/2013
MQG0412	67,851	$53.91	22/09/2013
MQG0413	58,549	$33.49	22/09/2013
MQG0414	71,481	$53.91	8/10/2013

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 30 September 2012

MQG Code

Number Exercise Price Expiry Date

MQG0415 MQG0416 MQG0417 MQG0418 MQG0419 MQG0420 MQG0421 MQG0422 MQG0423 MQG0424 MQG0425 MQG0426 MQG0427 MQG0428 MQG0429 MQG0430 MQG0431 MQG0432 MQG0433 MQG0434 MQG0435 MQG0436 MQG0437 MQG0438 MQG0439 MQG0440 MQG0441

47,112 $36.20 8/10/2013 71,174 $53.91 22/10/2013 7,524 $32.39 22/10/2013 32,725 $31.99 10/11/2013 12,608 $25.39 24/11/2013 30,000 $28.48 8/12/2013 25,332 $27.78 22/12/2013 25,000 $31.73 8/01/2014 12,000 $26.66 22/01/2014 25,000 $23.84 9/02/2014 10,000 $21.24 23/02/2014 16,956 $17.10 9/03/2014 10,000 $23.17 23/03/2014 79,974 $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 30,191 $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 20,075 $54.25 8/10/2014 9,000 $54.26 22/10/2014 13,000 $48.48 08/12/2014 13,123,055