Macquarie Group Limited — Share Issue/Capital Change 2012

Sep 13, 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

14 September 2012

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

==> picture [65 x 71] intentionally omitted <==

Dear Sir/Madam

Macquarie Group Limited - Issued Ordinary Capital and Options Update – 1 August to 31 August 2012

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

• a) 3,003 fully paid ordinary shares have been issued pursuant to the Macquarie Group Employee Retained Equity Plan (“MEREP”);

• b) the following fully paid ordinary shares were issued 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;

• 3,261 shares on 1 August 2012; and

• 292 shares on 14 August 2012.

• c) 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;

• 15,852 shares on 8 August 2012;

• 13,220 shares on 9 August 2012;

• 23,304 shares on 13 August 2012;

• 16,088 shares on 14 August 2012;

• 8,632 shares on 15 August 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

2

• 36,634 shares on 16 August 2012;

• 3,332 shares on 17 August 2012; and

• 246 shares on 20 August 2012.

• d) 3,983,652 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 31 August 2012, the number of issued fully paid ordinary shares in MGL was 340,046,521.

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

• 30,492 DSUs have expired;

• 46,022 DSUs have been exercised; and

• 650,577 Performance Share Units (“PSUs”) were granted.

Therefore, as at 31 August 2012:

the number of DSUs on issue was 4,583,515; and the number of PSUs was 1,969,394.

The total number of ordinary shares on issue noted above includes 3,469,823 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 31 August 2012 there were 510,398 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) Limited, a subsidiary of MGL, which may be exchanged into 510,398 fully paid ordinary shares in MGL, issued as part of the acquisition of Orion Financial Inc. (“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 31 July 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 31 August 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.

Macquarie Group Limited

3

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

• 23,999 options exercisable at $73.86 each and expiring on 8 August 2012 (MQG0378);

• 6,721,271 options exercisable at $71.41 each and expiring on 15 August 2012 (MQG0379);

• 39,486 options exercisable at $71.41 each and expiring on 22 August 2012 (MQG0380);

• 34,000 options exercisable at $68.06 each and expiring on 22 August 2012 (MQG0381);

• 4,000 options exercisable at $74.30 each and expiring on 24 December 2012 (MQG0391);

• 3,000 options exercisable at $56.79 each and expiring on 8 April 2013 (MQG0398);

• 2,000 options exercisable at $47.29 each and expiring on 22 July 2013 (MQG0405);

• 58,324 options exercisable at $53.91 each and expiring on 15 August 2013 (MQG0407);

• 2,000 options exercisable at $48.61 each and expiring on 22 August 2013 (MQG0409);

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

• 2,826 options exercisable at $33.49 each and expiring on 22 September 2013 (MQG0413);

• 1,332 options exercisable at $53.91 each and expiring on 8 October 2013 (MQG0414);

• 5,332 options exercisable at $36.20 each and expiring on 8 October 2013 (MQG0415);

• 1,050 options exercisable at $53.91 each and expiring on 22 October 2013 (MQG0416);

• 2,000 options exercisable at $32.39 each and expiring on 22 October

Macquarie Group Limited

4

2013 (MQG0417);

• 1,000 options exercisable at $27.78 each and expiring on 22 December 2013 (MQG0421);

• 1,666 options exercisable at $44.21 each and expiring on 10 August 2014 (MQG0435); and

• 1,000 options exercisable at $54.26 each and expiring on 22 October 2014 (MQG0440).

The number of options on issue at 31 August 2012 was 13,373,438, all exercisable into one share per option.

Yours faithfully

Nigel Donnelly Assistant Company Secretary

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 31 August 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0382	65,303	$71.41	10/09/2012
MQG0383	89,441	$71.49	10/09/2012
MQG0384	1,000	$71.41	24/09/2012
MQG0385	59,298	$76.69	24/09/2012
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	66,076	$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	11,206,762	$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

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 31 August 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0411	66,000	$45.35	8/09/2013
MQG0412	67,851	$53.91	22/09/2013
MQG0413	66,138	$33.49	22/09/2013
MQG0414	71,481	$53.91	8/10/2013
MQG0415	47,112	$36.20	8/10/2013
MQG0416	71,174	$53.91	22/10/2013
MQG0417	7,524	$32.39	22/10/2013
MQG0418	32,725	$31.99	10/11/2013
MQG0419	12,608	$25.39	24/11/2013
MQG0420	30,000	$28.48	8/12/2013
MQG0421	25,332	$27.78	22/12/2013
MQG0422	25,000	$31.73	8/01/2014
MQG0423	12,000	$26.66	22/01/2014
MQG0424	25,000	$23.84	9/02/2014
MQG0425	10,000	$21.24	23/02/2014
MQG0426	16,956	$17.10	9/03/2014
MQG0427	10,000	$23.17	23/03/2014
MQG0428	80,974	$29.41	8/04/2014
MQG0429	66,000	$30.89	22/04/2014
MQG0430	31,743	$34.02	8/05/2014
MQG0431	3,000	$36.87	9/06/2014
MQG0432	9,000	$37.17	22/06/2014
MQG0433	30,191	$36.73	8/07/2014
MQG0434	11,332	$39.03	22/07/2014
MQG0435	8,000	$44.21	10/08/2014
MQG0436	3,000	$45.71	24/08/2014
MQG0437	30,018	$49.32	8/09/2014
MQG0438	36,884	$53.07	22/09/2014
MQG0439	20,075	$54.25	8/10/2014

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 31 August 2012

MQG Code	Number Exercise Price Expiry Date
MQG0440 MQG0441	9,000 $54.26 22/10/2014 13,000 $48.48 08/12/2014 13,373,438