Macquarie Group Limited — Share Issue/Capital Change 2012

Jun 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 June 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 May to 31 May 2012

Since the last notification to the ASX on 14 May 2012 of the positions as at 30 April 2012:

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

• 1,000 options exercisable $17.10 each and expiring 9 March 2014 (MQG0426); and

• 1,726 options exercisable at $25.39 each and expiring 24 November 2013 (MQG0419);

• 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:

• 733 shares on 14 May 2012;

• 6,992 shares on 15 May 2012;

• 21,984 shares on 28 May 2012; and

• 6,412 shares on 30 May 2012;

• c) 2,707 fully paid ordinary shares have been issued pursuant to the Macquarie Group Employee Retained Equity Plan (“MEREP”).

• d) 1,411 fully paid ordinary shares were issued on 17 May 2012 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

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

into with key employees as part of the acquisition of Tristone Capital Global Inc. (“Tristone”) in August 2009.

Therefore, as at 31 May 2012, the number of issued fully paid ordinary shares in Macquarie Group Limited (“MGL”) was 348,631,269.

Since the notification to the ASX on 14 May 2012 of the positions as at 31 April 2012 the following further movements have occurred pursuant to the Macquarie Group Employee Retained Equity Plan (“MEREP”):

• 5,958 DSUs were granted;

• 45,369 DSUs have expired; and

• 37,742 DSUs have been exercised.

Therefore, as at 30 May 2012:

• the number of DSUs on issue was 2,963,269; and the number of Performance Share Units was 1,558,210.

The total number of ordinary shares on issue noted above includes 2,436,517 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 May 2012 there were 513,951 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) Limited, a subsidiary of MGL, which may be exchanged into 513,951 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 May 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 May 2012 there were 1,128,322 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) No.2 Limited which may be exchanged into 1,128,322 fully paid ordinary shares in MGL, issued as part of the acquisition of Tristone Capital Global (“Tristone”) in August 2009. There were a further 46,590 Exchangeable Shares on issue, which were issued under retention agreements in place with key former Tristone employees. There are a further 5,647 Exchangeable Shares on issue, which were issued from the exercise of retention options. A further 40,941 options over Exchangeable Shares were also on issue under retention agreements in place with key former Tristone employees.

Since the notification to ASX on 14 May 2012 of the positions as at 31 April 2012, there have been no new options issued under the Macquarie Group Employee Share Option Plan.

Macquarie Group Limited

3

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

• 20,339 options exercisable at $89.76 each and expiring on 8 May 2012 (MQG0371);

• 69,452 options exercisable at $94.48 each and expiring on 22 May 2012 (MQG0372);

• 4,000 options exercisable at $87.77 each and expiring on 8 June 2012 (MQG0374);

• 4,000 options exercisable at $91.30 each and expiring on 22 June 2012 (MQG0375);

• 36,408 options exercisable at $71.41 each and expiring on 15 August 2012 (MQG0379);

• 11,000 options exercisable at $76.69 each and expiring on 24 September 2012 (MQG0385);

• 3,687 options exercisable at $74.30 each and expiring on 24 December 2012 (MQG0391);

• 2,000 options exercisable at $51.34 each and expiring on 25 March 2013 (MQG0397);

• 7,580 options exercisable at $51.01 each and expiring on 8 August 2013 (MQG0406);

• 73,280 options exercisable at $53.91 each and expiring on 15 August 2013 (MQG0407);

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

• 2,668 options exercisable at $27.78 each and expiring on 22 December 2013 (MQG0421);

• 4,867 options exercisable at $36.73 each and expiring on 8 July 2014 (MQG0433);

• 1,116 options exercisable at $49.32 each and expiring on 8 September 2014 (MQG0437);

• 2,000 options exercisable at $53.07 each and expiring on 22 September 2014 (MQG0438); and

• 1,000 options exercisable at $54.25 each and expiring on 8 October 2014 (MQG0439).

Macquarie Group Limited

4

The following options have been previously reported as having been forfeited in error which has now been corrected:

• 2,257 options exercisable at $33.49 each and expiring on 22 September 2013 (MQG0413).

The number of options on issue at 31 May 2012 was 20,704,700, 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 May 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0374	20,400	$87.77	8/06/2012
MQG0375	23,005	$91.30	22/06/2012
MQG0376	63,677	$87.18	9/07/2012
MQG0377	37,481	$90.83	23/07/2012
MQG0378	23,999	$73.86	8/08/2012
MQG0379	6,791,680	$71.41	15/08/2012
MQG0380	39,486	$71.41	22/08/2012
MQG0381	34,000	$68.06	22/08/2012
MQG0382	67,303	$71.41	10/09/2012
MQG0383	89,441	$71.49	10/09/2012
MQG0384	1,000	$71.41	24/09/2012
MQG0385	63,298	$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	38,608	$74.30	24/12/2012
MQG0392	35,602	$72.27	8/01/2013
MQG0393	29,336	$64.40	22/01/2013
MQG0394	116,771	$63.74	8/02/2013
MQG0395	27,139	$54.69	22/02/2013
MQG0396	31,994	$47.79	10/03/2013
MQG0397	30,333	$51.34	25/03/2013
MQG0398	96,666	$56.79	8/04/2013
MQG0399	12,521	$59.16	22/04/2013
MQG0400	66,076	$63.09	8/05/2013
MQG0401	31,000	$59.58	22/05/2013
MQG0402	33,387	$52.89	10/06/2013

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 31 May 2012

MQG		Exercise
Code	Number	Price	Expiry Date
MQG0403	6,000	$48.78	23/06/2013
MQG0404	22,000	$47.29	8/07/2013
MQG0405	21,288	$47.29	22/07/2013
MQG0406	30,214	$51.01	8/08/2013
MQG0407	11,391,245	$53.91	15/08/2013
MQG0408	53,207	$53.91	22/08/2013
MQG0409	55,238	$48.61	22/08/2013
MQG0410	16,702	$53.91	8/09/2013
MQG0411	76,000	$45.35	8/09/2013
MQG0412	68,519	$53.91	22/09/2013
MQG0413	68,964	$33.49	22/09/2013
MQG0414	75,347	$53.91	8/10/2013
MQG0415	52,656	$36.20	8/10/2013
MQG0416	72,224	$53.91	22/10/2013
MQG0417	18,388	$32.39	22/10/2013
MQG0418	32,725	$31.99	10/11/2013
MQG0419	12,608	$25.39	24/11/2013
MQG0420	32,288	$28.48	8/12/2013
MQG0421	26,332	$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	83,031	$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

ATTACHMENT 1

Listing of Macquarie Group Limited Options

As at 31 May 2012

MQG Code	Number Exercise Price Expiry Date
MQG0432 MQG0433 MQG0434 MQG0435 MQG0436 MQG0437 MQG0438 MQG0439 MQG0440 MQG0441	9,000 $37.17 22/06/2014 30,191 $36.73 8/07/2014 13,000 $39.03 22/07/2014 9,666 $44.21 10/08/2014 3,000 $45.71 24/08/2014 30,884 $49.32 8/09/2014 41,666 $53.07 22/09/2014 22,000 $54.25 8/10/2014 10,000 $54.26 22/10/2014 13,000 $48.48 08/12/2014 20,704,700