Macquarie Group Limited — Share Issue/Capital Change 2014

Sep 9, 2014

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

10 September 2014

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 August to 31 August 2014.

Since the last notification to the ASX on 13 August 2014 of the positions as at 31 July 2014:

• a) 17,535 fully paid ordinary shares issued were upon exercise of Deferred Share Units (“DSUs”) granted under the Macquarie Group Employee Retained Equity Plan (“MEREP”);

• b) 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;

  • 479 shares on 8 August 2014; and

  • 316 shares on 14 August 2014.

Therefore, as at 31 August 2014, the number of issued fully paid ordinary shares in Macquarie Group Limited (“MGL”) was 321,202,994.

Since the notification to the ASX on 13 August 2014 of the positions as at 31 July 2014 the following further movements in convertible securities have occurred pursuant to the MEREP:

• 61,647 DSUs have been granted;

• 226,465 DSUs have been exercised;

• 8,998 DSUs have expired;

• 475,608 PSUs have been granted; and

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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 62,277 PSUs have been exercised.

Therefore, as at 31 August 2014:

• the number of DSUs on issue was 4,098,024; and

• the number of PSUs was 1,830,675.

The total number of ordinary shares on issue noted above includes 3,022,548 ordinary shares held by the MEREP Trustee in a reserve account 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 2014 there were 151,656 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) Limited, each of which, following adjustments made to reflect the MGL share consolidation in December 2013 (“Consolidation”), may be exchanged into 0.9438 of a MGL share (in accordance with their terms of issue), issued as part of the acquisition of Orion in November 2007.

As at 31 August 2014 there were 244,519 Exchangeable Shares on issue by Macquarie Capital Acquisitions (Canada) No. 2 Limited, each of which, following adjustments made to reflect the Consolidation, may be exchanged into 0.9438 of a MGL share (in accordance with their terms of issue), issued as part of the acquisition of Tristone in August 2009. 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, each of which, following adjustments made to reflect the Consolidation, may be exchanged into 0.9438 of a MGL share (in accordance with their terms of issue).

Since the notification to ASX on 13 August 2014 of the positions as at 31 July 2014, there have been no new options issued under the Macquarie Group Employee Share Option Plan.

Since the notification to ASX on 13 August 2014 of the positions as at 31 July 2014, the following lapses of unexercised options have been processed between 1 August and 31 August 2014:

• 2,832 options exercisable at $45.86 each and expiring on 24 August 2014 (MQG1436); and

• 2,832 options exercisable at $54.92 each and expiring on 22 October 2014 (MQG1440).

Macquarie Group Limited

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Therefore the number of options on issue as at 31 August 2014 was 4,719, 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 2014

MQGCode	`NumberExercisePriceExpiry Date
MQG1438	4,719$53.6622/09/20144,719