REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 11

MacquarieAnnouncement

15/06/2016 07:05

- Part 11: For the preceding part double click  ID:nRSO2097Bj 

not offered, sold, delivered or transferred and will not offer, sell, deliver or transfer any PD Debt
Instruments, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance
with the applicable securities laws of any province or territory of Canada; and 
 
(b)         it has not and will not distribute or deliver the Base Prospectus or any Final Terms, advertisement or other
offering material relating to the PD Debt Instruments in Canada, other than in compliance with the applicable securities
laws of any province or territory of Canada. 
 
12            People's Republic of China 
 
The PD Debt Instruments may not be offered or sold or delivered, or offered or sold or delivered to any person for
reoffering or resale or redelivery, in any such case directly or indirectly (a) by means of any advertisement, invitation,
document or activity which is directed at, or the contents of which are likely to be accessed or read by, the public in the
PRC, excluding Hong Kong, Taiwan and Macau ("Mainland China"), or (b) to any person within Mainland China other than as
permitted by and in full compliance with the relevant laws and regulations of Mainland China, including but not limited to
the Mainland China Securities Law, the Company Law and/or the Administrative Rules Governing Derivatives Activities of
Financial Institutions (as amended from time to time). 
 
The Issuer does not represent that this Base Prospectus may be lawfully distributed, or that any PD Debt Instruments may be
lawfully offered, in compliance with any applicable registration or other requirements in Mainland China, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.  Neither
the Base Prospectus nor any material or information contained or incorporated by reference therein relating to the
Programme, which has not been and will not be submitted to or approved/verified by or registered with the China Securities
Regulatory Commission or other relevant governmental authorities in Mainland China, constitutes an offer or solicitation of
an offer to subscribe for, purchase or sell the PD Debt Instruments in Mainland China or may be supplied to the public in
Mainland China or used in connection with any offer for the subscription, purchase or sale of the PD Debt Instruments other
than in compliance with the aforesaid in Mainland China. 
 
13            Malaysia 
 
The PD Debt Instruments may not be offered or sold in Malaysia unless such offer, sale or invitation falls within (i)
Schedule 5 to the Capital Markets and Services Act 2007 ("CMSA"), (ii) Schedule 6 or 7 to the CMSA as an "excluded offer"
or "excluded invitation" or "excluded issue" within the meaning of Sections 229 and 230 of the CMSA and, where such PD Debt
Instruments are debentures (as defined in the CMSA), (iii) Schedule 8 such that the trust deed requirements in the CMSA are
not applicable.  Accordingly, each purchaser or subscriber of the PD Debt Instruments will be deemed to represent and agree
that it has not offered, sold, transferred or disposed, and will not offer, sell, transfer or dispose of, any PD Debt
Instruments, nor has it made, or will it make, this Base Prospectus or any other document or material the subject of an
offer or invitation for subscription or purchase of any PD Debt Instruments, whether directly or indirectly, to any person
in Malaysia other than pursuant to an offer, sale or invitation falls within (i) Schedule 5 of the CMSA, (ii) Schedule 6 or
7 to the CMSA as an "excluded offer" or "excluded invitation" or "excluded issue" within the meaning of sections 229 and
230 of the CMSA and where such PD Debt Instruments are debentures (as defined in the CMSA), (iii) Schedule 8 such that the
trust deed requirements in the CMSA are not applicable.  No proposal has been made, or will be made, to the Securities
Commission of Malaysia under the CMSA in respect of the PD Debt Instruments, and no prospectus, trust deed or deed which
complies with the requirements of the CMSA and the guidelines of the Securities Commission has been or will be registered
with the Securities Commission under the CMSA. 
 
In addition to the above, the PD Debt Instruments may not be offered or sold in or from within the Federal Territory of
Labuan without the prior written approval of the Labuan Financial Services Authority ("LFSA") or otherwise in compliance
with the Labuan Financial Services and Securities Act 2010 ("LFSSA") unless such offer, sale or invitation falls within
section 8(5) of the LFSSA.  Each Dealer has represented and undertaken to the Issuer that it has not offered or sold and
will not offer or sell any of the PD Debt Instruments directly or indirectly, in or from within the Federal Territory of
Labuan except in compliance with the LFSSA.  No proposal has been submitted to the LFSA for its approval under the LFSSA in
respect of the PD Debt Instruments, and no prospectus which complies with the requirements of the LFSSA has been or will be
registered with the LFSA under the LFSSA. 
 
14           Mexico 
 
Under the Mexican Securities Market Law, the PD Debt Instruments have not been, and will not be, registered with the
Mexican National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and
Securities Commission (Comision Nacional Bancaria y de Valores; the "CNBV") and may not be offered or sold publicly in the
United Mexican States or be the subject of brokerage activities in the United Mexican States.  Pursuant to Article 8 of the
Mexican Securities Market Law, the PD Debt Instruments may be offered or sold by non-Mexican broker-dealers, on a private
placement basis, as an offering not requiring any approval from the CNBV, to Mexican investors that are deemed as qualified
or institutional investors (inversionistas institucionales or inversionistas calificados). 
 
15            Taiwan 
 
The PD Debt Instruments have not been, and will not be, registered with the Financial Supervisory Commission of Taiwan, the
Republic of China ("Taiwan") pursuant to applicable securities laws and regulations.  No person or entity in Taiwan is
authorised to distribute or otherwise intermediate the offering of the PD Debt Instruments or the provision of information
relating to the Programme, including, but not limited to, this Base Prospectus.  The PD Debt Instruments may be made
available for purchase from outside Taiwan by investors residing in Taiwan (either directly or through properly licensed
Taiwan intermediaries acting on behalf of such investors), but may not be issued, offered or sold in Taiwan.  Any
subscriptions of the PD Debt Instruments shall only become effective upon acceptance by the Issuer or relevant Dealer
outside Taiwan and, unless otherwise specified in the subscription documents relating to the securities signed by the
investors, shall be deemed a contract entered into in the jurisdiction of incorporation of the Issuer or relevant Dealer,
as the case may be. 
 
16           Changes to these selling restrictions 
 
These selling restrictions may be changed by the Issuer and a Dealer including following a change in, or clarification of,
a relevant law, regulation, directive, request or guideline having the force of law or compliance with which is in
accordance with the practice of responsible financial institutions in the country or jurisdiction concerned or any change
in or introduction of any of them or in their interpretation or administration.  Any change will be set out in the Final
Terms issued in respect of the PD Debt Instruments to which it relates. 
 
Persons into whose hands this Base Prospectus comes are required by the Issuer and the Dealers to comply with all
applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell, transfer or deliver PD
Debt Instruments or have in their possession or distribute such offering material and to obtain any consent, approval or
permission required by them for the purchase, offer, sale, transfer or delivery by them of any PD Debt Instruments under
the law and regulations in force in any country or jurisdiction to which they are subject or in which they make such
purchases, offers, sales, transfers or deliveries, in all cases at their own expense, and neither Issuer nor any Dealer
shall have responsibility therefor.  In accordance with the above, any PD Debt Instruments purchased by any person which it
wishes to offer for sale or resale may not be offered in any country or jurisdiction in circumstances which would result in
the Issuer being obliged to register this Base Prospectus or any further prospectus or corresponding document relating to
the PD Debt Instruments in such country or jurisdiction. 
 
13.      Taxation 
 
If you are considering applying for PD Debt Instruments, it is important that you understand the taxation consequences of
investing in the PD Debt Instruments.  It is recommended that you read this section and discuss the taxation consequences
with your tax adviser, financial adviser or other professional adviser before deciding whether to invest in the PD Debt
Instruments. 
 
Australian Taxation 
 
The following is a general summary of certain Australian withholding tax consequences under the Income Tax Assessment Acts
of 1936 and 1997 of Australia (together, "Australian Tax Act") and any relevant regulations, rulings or judicial or
administrative pronouncements, at the date of this Base Prospectus, of payments of interest and certain other amounts on
the PD Debt Instruments to be issued by the Issuer under the Programme and certain other matters.  It is a summary of the
Australian withholding taxes that could apply in relation to the issue, transfer and settlement of PD Debt Instruments
issued under the Programme.  This summary is not exhaustive and does not deal with any Australian income tax aspects of
acquiring, holding or disposing of the PD Debt Instruments. 
 
This summary applies to non-residents of Australia (other than non-residents that acquire PD Debt Instruments in carrying
on a business at or through a permanent establishment in Australia) and Australian residents acting at or through a
permanent establishment outside of Australia. It does not apply to Australian residents or non-residents of Australia that
acquire PD Debt Instruments in carrying on a business at or through a permanent establishment in Australia. It is not
exhaustive and should be treated with appropriate caution.  In particular, the summary does not deal with the position of
certain classes of PD Debt Instrument Holders (including dealers in securities, custodians or other third parties who hold
PD Debt Instruments on behalf of other persons).  In addition, unless otherwise stated, the summary does not consider the
Australian tax consequences for persons who hold interests in PD Debt Instruments through Euroclear, Clearstream,
Luxembourg or another clearing system. 
 
Prospective PD Debt Instrument Holders should also be aware that particular terms of issue of any Series of PD Debt
Instruments may affect the tax treatment of that and other Series of PD Debt Instruments. 
 
This summary is not intended to be, nor should it be construed as legal or tax advice to any particular investor. 
Prospective holders of PD Debt Instruments should consult their professional advisers on the tax implications of an
investment in the PD Debt Instruments for their particular circumstances. 
 
1              Introduction 
 
The Australian Tax Act characterises securities as either "debt interests" (for all entities) or "equity interests" (for
companies) including for the purposes of interest withholding tax ("IWT") and dividend withholding tax.  IWT is payable at
a rate of 10% of the gross amount of interest paid by MGL to a non-resident of Australia (other than a non-resident acting
at or through a permanent establishment in Australia) or an Australian resident acting at or through a permanent
establishment outside Australia unless an exemption is available.  For these purposes, interest is defined in section
128A(1AB) of the Australian Tax Act to include amounts in the nature of, or in substitution for, interest and certain other
amounts. 
 
Furthermore, section 128AA of the Australian Tax Act deems certain amounts to be interest for the purposes of the IWT
provisions.  Specifically, on a future disposal of a PD Debt Instrument by a non-resident PD Debt Instrument Holder to an
Australian resident (who does not acquire them in carrying on business at or through a permanent establishment outside
Australia) or a non-resident who acquires them in carrying on business at or through a permanent establishment in
Australia, section 128AA of the Australian Tax Act can treat a portion of the transfer price of the PD Debt Instrument as
interest for IWT purposes, if the PD Debt Instrument is classified as a "qualifying security". In broad terms, qualifying
securities include certain PD Debt Instruments which are originally issued at a discount, have a maturity premium or under
which interest is not payable at least annually.  If the PD Debt Instruments are not issued at a discount, do not have a
maturity premium and have interest payable at least annually, this interest deeming rule should not apply to the PD Debt
Instruments. 
 
2              Interest Withholding Tax 
 
An exemption from IWT is available in respect of PD Debt Instruments issued by the Issuer if those PD Debt Instruments are
characterised as "debentures" and are not characterised as "equity interests" for the purposes of the Australian Tax Act
and the requirements of section 128F of the Australian Tax Act are satisfied.  MGL intends to issue PD Debt Instruments
which will be characterised as "debentures" and which are not "equity interests" for these purposes and will satisfy the
requirements of section 128F of the Australian Tax Act. 
 
If PD Debt Instruments are issued which are not so characterised or which do not satisfy the requirements of section 128F
of the Australian Tax Act, further information on the material Australian withholding tax consequences of payments of
interest and certain other amounts on those PD Debt Instruments will be specified in the relevant Final Terms (or another
relevant supplement to this Base Prospectus). 
 
The requirements that must be satisfied for an exemption from IWT in section 128F to apply in respect of the PD Debt
Instruments issued by MGL are as follows: 
 
(a)           MGL is a company as defined in section 128F(9) of the Australian Tax Act and is a resident of Australia when
it issues those PD Debt Instruments and when interest is paid; 
 
(b)          those PD Debt Instruments are issued in a manner which satisfies the public offer test.  There are five
principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets
are aware that MGL is offering those PD Debt Instruments for issue.  In summary, the five methods are: 
 
(i)            offers to 10 or more unrelated financiers, securities dealers or entities that carry on the business of
investing in securities; 
 
(ii)           offers to 100 or more investors of a certain type; 
 
(iii)          offers of listed PD Debt Instruments; 
 
(iv)          offers via publicly available information sources; and 
 
(v)           offers to a dealer, manager or underwriter who offers to sell those PD Debt Instruments within 30 days by one
of the preceding methods. 
 
In addition, the issue of any of those PD Debt Instruments (whether in global form or otherwise) and the offering of
interests in any of those PD Debt Instruments by one of these methods should satisfy the public offer test; 
 
(c)           MGL does not know, or have reasonable grounds to suspect, at the time of issue, that those PD Debt
Instruments or interests in those PD Debt Instruments were being, or would later be, acquired, directly or indirectly, by
an "associate" of MGL, except as permitted by section 128F(5) of the Australian Tax Act; and 
 
(d)          at the time of the payment of interest, MGL does not know, or have reasonable grounds to suspect, that the
payee is an "associate" of MGL, except as permitted by section 128F(6) of the Australian Tax Act. 
 
Compliance with section 128F of the Australian Tax Act 
 
Unless otherwise specified in any relevant Final Terms (or another supplement to this Base Prospectus), MGL intends to
issue the PD Debt Instruments in a manner which will satisfy the requirements of section 128F of the Australian Tax Act. 
 
Interest withholding tax exemptions under certain tax treaties 
 
The Australian Government has signed or announced new or amended double tax conventions ("New Treaties") with a number of
countries (each a "Specified Country").  In broad terms, once implemented, the New Treaties effectively prevent IWT
applying to interest derived by: 
 
·           the government of the relevant Specified Country and certain governmental authorities and agencies in the
Specified Country; and 
 
·           a "financial institution" which is a resident of a "Specified Country" and which is unrelated to and dealing
wholly independently with MGL.  The term "financial institution" refers to either a bank or any other form of enterprise
which substantially derives its profits by carrying on a business of raising and providing finance.  (However, interest
under a back-to-back loan or an economically equivalent arrangement will not qualify for this exemption.) 
 
The Australian Federal Treasury maintains a listing of Australia's double tax conventions which provides details of
country, status, withholding tax rate limits and Australian domestic implementation which is available to the public at the
Federal Treasury's Department's website. 
 
Bearer PD Debt Instruments - section 126 of theAustralian Tax Act 
 
Section 126 of the Australian Tax Act imposes a type of withholding tax (see below for the rate of withholding tax) on the
payment of interest on Bearer PD Debt Instruments if MGL fails to disclose the names and addresses of the holders of Bearer
PD Debt Instruments to the Australian Taxation Office, but is limited in its application to persons in possession of Bearer
PD Debt Instruments who are residents of Australia or non-residents who are engaged in carrying on business in Australia at
or through a permanent establishment in Australia.  Where interests in the relevant Bearer PD Debt Instruments are held
through Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or the
Central Moneymarkets Unit Service ("CMU Service"), MGL intends to treat the operators of those clearing systems as the PD
Debt Instrument Holder for the purposes of section 126 of the Australian Tax Act. 
 
The rate of withholding tax is 47% for the  2015-16 and 2016-17 income years and, under current law, will be reduced to 45%
following the 2016-17 income year. 
 
Payment of additional amounts 
 
As set out in more detail in the applicable Final Terms of the PD Debt Instrument, if MGL is at any time compelled or
authorised by law to withhold or deduct an amount in respect of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by Australia or Victoria or any political subdivision or taxing
authority therein or thereof in respect of the PD Debt Instruments, MGL must, subject to certain exceptions, pay such
additional amounts as may be necessary in order to ensure that the net amounts received by the holders of the PD Debt
Instruments after such withholding or deduction are equal to the respective amounts which would have been received had no
such withholding or deduction been required. If MGL is compelled by law in relation to any PD Debt Instrument to make any
such withholding or deduction and is required to pay the additional amounts mentioned above, MGL will have the option to
redeem those PD Debt Instruments in accordance with the applicable Final Terms. 
 
3              Other Australian tax matters 
 
Under Australian laws as presently in effect: 
 
(a)           death duties - no PD Debt Instruments will be subject to death, estate or succession duties imposed by
Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death; 
 
(b)          stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in any
Australian State or Territory on the issue or the transfer of any PD Debt Instruments; 
 
(c)          TFN withholding taxes - withholding tax is imposed (see below for the rate of withholding tax)  on the payment
of interest on PD Debt Instruments in registered form unless the relevant PD Debt Instrument Holderhas quoted a tax file
number (''TFN''), in certain circumstances an Australian Business Number (''ABN'') or proof of some other exception (as
appropriate). 
 
Assuming the requirements of section 128F are satisfied with respect to the PD Debt Instruments, then the TFN withholding
requirements of Australia's tax legislation do not apply to payments to a Holder of PD Debt Instruments in registered form
who is not a resident of Australia and does not hold those PD Debt Instruments in the course of carrying on business at or
through a permanent establishment in Australia.  Payments to other persons or in other circumstances may be subject to a
withholding where that person does not quote a TFN or (if applicable) an Australian Business Number or provide proof of an
appropriate exemption. 
 
The rate of withholding tax is 49% for the 2015-16 and 2016-17 income years and, under current law, will be reduced to 47%
following the 2016-17 income year; 
 
(d)          Supply withholding tax - payments in respect of the PD Debt Instruments can be made free and clear of the
"supply withholding tax" imposed under Australia's tax legislation; 
 
(e)          goods and services tax ("GST") - none of the issue or receipt of the PD Debt Instruments, the payment of
principal or interest by MGL nor the disposal of PD Debt Instruments will give rise to any GST liability in Australia; 
 
(f)           additionalwithholdings from certain payments to non-Australian residents- the Governor-General may make
regulations requiring withholding from certain payments to non-Australian residents (other than payments of interest or
other amounts which are already subject to the current IWT rules or specifically exempt from those rules).  Regulations may
only be made if the responsible Minister is satisfied the specified payments are of a kind that could reasonably relate to
assessable income of foreign residents.  The possible application of any future regulations to the proceeds of any sale of
the PD Debt Instruments will need to be monitored; and 
 
(g)          garnishee directions by the Commissioner of Taxation ("Commissioner") - the Commissioner may give a direction
under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 of
Australia (or any other analogous provision under another statute) requiring MGL to deduct from any payment to any other
entity (including any Holder) any amount in respect of tax payable by that other entity.  If MGL is served with such a
direction in respect of a Holder, then MGL will comply with that direction and, accordingly, will make any deduction or
withholding in connection with that direction. For example, in broad terms, if an amount was owing by MGL to a Holder and
that Holder had an outstanding Australian tax-related liability owing to the Commissioner, the Commissioner may issue a
notice to MGL requiring MGL to pay the Commissioner the amount owing to the Holder. 
 
United Kingdom Taxation 
 
The following is a summary of the withholding taxation treatment and information reporting requirements under current
United Kingdom tax law and HM Revenue & Customs ("HMRC") published practice at the date of this Base Prospectus in relation
to PD Debt Instruments issued by MGL.  It is a general guide, is not intended to be exhaustive and should be treated with
appropriate caution.  It relates only to the position of persons who are the absolute beneficial owners of their PD Debt
Instruments and Coupons and may not, in whole or in part, apply where the income is deemed for tax purposes to be the
income of any other person or apply to certain classes of persons such as dealers or certain professional investors or
persons connected with MGL.  The United Kingdom tax treatment of prospective PD Debt Instrument Holders depends on their
individual circumstances and may be subject to change in the future (possibly with retroactive effect). This summary does
not purport to be legal or tax advice. PD Debt Instrument Holders who are in any doubt as to their tax position should
consult their professional advisers on the tax implications of an investment in the PD Debt Instruments for their
particular circumstances. 
 
1              Interest Withholding Tax - General 
 
No withholding or deduction for or on account of United Kingdom taxes will be required in respect of interest on the PD
Debt Instruments unless it has a United Kingdom source. 
 
United Kingdom source interest will generally be paid under deduction of income tax at the basic rate (currently 20%). 
However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld)
in relation to a holder of PD Debt Instruments, HMRC can, on application by such holder, issue a notice to MGL to pay
interest to that holder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in
the relevant double tax treaty). 
 
2              Interest Withholding Tax - Discounts and other returns 
 
There is no withholding or deduction for, or on account of, United Kingdom taxes in respect of any "discount" in respect of
a discounted PD Debt Instrument even in a case where such discount has a United Kingdom source. Where any PD Debt
Instruments are to be, or may fall to be redeemed at a premium, as opposed to being issued as a discount, then any such
element of premium may constitute a payment of interest.  Payments of interest are subject to the deduction or withholding
for or on account of United Kingdom income tax as outlined above. 
 
3              HMRC's power to obtain information 
 
HMRC has powers, in certain circumstances, to obtain information about: payments derived from securities (whether income or
capital); certain payments of interest (including the amount payable on the redemption of a deeply discounted security);
and securities transactions. 
 
The persons from whom HMRC can obtain information include: a person who receives (or is entitled to receive) a payment
derived from securities; a person who makes such a payment (received from, or paid on behalf of another person); a person
by or through whom interest is paid or credited; a person who effects or is a party to securities transactions (which
includes an issue of securities) on behalf of others; registrars or administrators in respect of securities transactions;
and each registered or inscribed holder of securities. 
 
The information HMRC can obtain includes: details of the beneficial owner of securities; details of the person for whom the
securities are held, or the person to whom the payment is to be made (and, if more than one, their respective interests);
information and documents relating to securities transactions; and, in relation to interest paid or credited on money
received or retained in the United Kingdom, the identity of the security under which interest is paid. HMRC is generally
not able to obtain information (under its power relating solely to interest) about a payment of interest to (or a receipt
for) a person that is not an individual. This limitation does not apply to HMRC's power to obtain information about
payments derived from securities. 
 
In certain circumstances the information which HMRC has obtained using these powers may be exchanged with tax authorities
in other jurisdictions. 
 
EU Financial Transactions Tax 
 
On 14 February, 2013, the European Commission published a proposal for a Council Directive (the "Draft Directive") for a
common financial transaction tax (the "FTT") in eleven Member States (Austria, Belgium, Estonia, France, Germany, Greece,
Italy, Portugal, Spain, Slovakia and Slovenia). However, Estonia has since stated it will not participate. 
 
Pursuant to the Draft Directive, the FTT would be payable on "financial transactions" within its scope. Those transactions
would broadly include derivatives and the purchase and sale of financial assets (bonds, equities, repos and stock lending)
as well as material modifications of such transactions. It would exclude spot transactions in currency, commodities, etc.,
and insurance contracts, loan originations, credit cards, cash payments and the issuance of debt and equity instruments. 
 
Under the Draft Directive the FTT could apply in certain circumstances to persons both within and outside of the
participating Member States. Generally, it would be payable on a financial transaction where at least one party is a
financial institution (acting as agent or principal) and at least one party is established in a participating Member State.
A party may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances,
including where it is (a) a party which has a branch in a participating Member State, in respect of a financial transaction
being carried out by that branch; (b) a financial institution that is a party (whether as agent or principal) to, or acting
in the name of a party to, a financial transaction with a party deemed to be established in a participating Member State;
(c) a financial institution that is a party (whether as agent or principal) to, or acting in the name of a party to, a
financial transaction in relevant financial instruments issued in a participating Member State; or (d) a natural or legal
person who is a party to a financial transaction in relevant financial instruments issued in a participating Member State. 
 
Implementation of the Draft Directive in its present form in any of the participating Member States could result in
increased transaction costs for: 
 
(a)       MGL in relation to certain transactions entered into by it (as principal or agent) in certain circumstances; and 
 
(b)       investors in the secondary market who in certain circumstances sell or purchase notes issued by MGL. 
 
However, the Draft Directive remains subject to negotiation between participating Member States: the scope, legality and
coming into force of any such tax remains uncertain. Additional EU Member States may decide to participate and/or certain
of the participating Member States may decide to withdraw. In December 2015 a joint statement was issued by several
participating Member States, indicating an intention to make decisions on the remaining open issues by the end of June
2016. 
 
Foreign Account Tax Compliance Act 
 
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 ("FATCA") impose a new reporting regime and
potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a "foreign
financial institution", or "FFI" (as defined by FATCA)) that does not become a "Participating FFI" by entering into an
agreement with the U.S. Internal Revenue Service ("IRS") to provide the IRS with certain information in respect of its
account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor
(unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a
U.S. person or should otherwise be treated as holding a "United States Account" of the Issuer (a "Recalcitrant Holder"). 
 
The new withholding regime is now in effect for payments from sources within the United States and will apply to "foreign
passthru payments" (a term not yet defined) no earlier than 1 January 2019.  This withholding would potentially apply to
payments in respect of (i) any PDDebt Instruments characterised as debt (or which are not otherwise characterised as equity
and have a fixed term) for U.S. federal tax purposes that are issued on or after the "grandfathering date", which is the
date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment
are filed with the Federal Register, or which are materially modified on or after the grandfathering date and (ii) any
PDDebt Instruments characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever
issued. If PDDebt Instruments are issued before the grandfathering date, and additional PDDebt Instruments of the same
series are issued on or after that date, the additional PDDebt Instruments may not be treated as grandfathered, which may
have negative consequences for the existing PDDebt Instruments, including a negative impact on market price. 
 
The Australian Government and the U.S. Government have signed an intergovernmental agreement ("Australian IGA") in respect
of FATCA on 28 April 2014.    Under the Australian IGA, Australian FFIs will generally be able to be treated as "deemed
compliant" with FATCA.  Depending on the nature of the relevant FFI, FATCA withholding may not be required from payments
made with respect to the PD Debt Instruments other than in certain prescribed circumstances.  However, under the Australian
IGA, an FFI may be required to provide the Australian Taxation Office with information on financial accounts (for example,
the PD Debt Instruments) held by U.S. persons and recalcitrant account holders and on payments made to non-participating
FFIs. Consequently, PD Debt Instrument Holders may be requested to provide certain information and certifications to the
Issuer and to any other financial institutions through which payments on the PD Debt Instruments are made in order for the
Issuer and such other financial institutions to comply with their FATCA obligations. 
 
If the Issuer is treated as a Reporting Foreign Institution ("Reporting FI") pursuant to the Australian IGA and it does not
anticipate that it will be obliged to deduct any withholding for or on account of FATCA ("FATCA Withholding") on payments
it makes.  There can be no assurance, however, that the Issuer will continue to not be treated as a Reporting FI in the
future or that it would in the future not be required to deduct FATCA Withholding from payments it makes. 
 
If an amount in respect of FATCA Withholding were to be deducted or withheld from interest, principal or other payments
made in respect of the PDDebt Instruments, neither the Issuer nor any paying agent nor any other person would, pursuant to
the conditions of the PDDebt Instruments, be required to pay additional amounts as a result of the deduction or
withholding.  As a result, investors may receive less interest or principal than expected. 
 
Whilst the PDDebt Instruments are in global form and held within the clearing systems, it is expected that FATCA will not
affect the amount of any payments made under, or in respect of, the PDDebt Instruments by the Issuer, any paying agent or
the Common Depositary or common safekeeper as the case may be, given that each of the entities in the payment chain
beginning with the Issuer and ending with the clearing systems is a major financial institution whose business is dependent
on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the PDDebt
Instruments.  The documentation expressly contemplates the possibility that the PDDebt Instruments may go into definitive
form and therefore that they may be taken out of the clearing systems.  If this were to happen, then a non-FATCA compliant
holder could be subject to FATCA Withholding.  However, definitive PDDebt Instruments will only be printed in remote
circumstances. 
 
FATCA is particularly complex legislation.  The above description is based in part on U.S. Treasury regulations, official
guidance, and the Australian IGA, all of which are subject to change or may be implemented in materially different form. 
 
Investors should consult their own tax advisers to determine how these rules may apply to payments they will receive under
the PD Debt Instruments and the impact of the Australian IGA and implementing legislation on it. 
 
In addition, the OECD had proposed a more wide ranging information exchange process between a number of participating OECD
member states.  If implemented, this might result in information about holders of PD Debt Instruments being made available
to other jurisdictions. 
 
14.     Important Legal Information 
 
The following section contains important legal information regarding the basis on which this Base Prospectus may be used
for the purpose of making offers of PD Debt Instruments under the Retail Base Prospectus and other important legal
information 
 
 Restrictions on Public offers of PD Debt Instruments in Relevant Member States where there is no exemption from the obligation under the Prospectus Directive to publish a prospectusThis "Important Legal Information - Retail Base Prospectus" section forms    
 part of the Retail Base Prospectus only, and does not form part of the Wholesale Base Prospectus as described under the section entitled "Important Notices- Wholesale Base Prospectus" on page 8 of this Base Prospectus.Certain Tranches of PD Debt             
 Instruments with a denomination of less than E100,000 (or its equivalent in any other currency) may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus.  Any such offer is        
 referred to as a "Public Offer".  This Base Prospectus has been prepared on a basis that it permits Public Offers of PD Debt Instruments.  However, any person making or intending to make a Public Offer of PD Debt Instruments in any Member State of the       
 European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may only do so if this Base Prospectus has been approved by the competent authority in that Relevant Member State (or, where appropriate, approved in     
 another Relevant Member State and notified to the competent authority in that Relevant Member State) and published in accordance with the Prospectus Directive, provided that MGL has consented to the use of this Base Prospectus in connection with such offer   
 as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive)" and the conditions attached to that consent are complied with by the person making the Public Offer of such PD Debt Instruments. Save as provided above, none of    
 MGL or any Dealer has authorised, nor do they authorise, the making of any Public Offer of PD Debt Instruments in circumstances in which an obligation arises for MGL or any Dealer to publish or supplement a prospectus for such offer.                         
 Consent given in accordance with Article 3.2 of the Prospectus Directive In the context of a Public Offer of PD Debt Instruments, MGL accepts responsibility in the United Kingdom, Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,          
 Luxembourg, Spain, Sweden and The Netherlands for the content of this Base Prospectus under section 90 of the Financial Services and Markets Act 2000 (UK), as amended ("FSMA"), as amended in relation to any person (an "Investor") who purchases any PD Debt   
 Instruments in a Public Offer, including with respect to any subsequent resale or final placement of the PD Debt Instruments, made by any person, including any financial intermediary, to whom MGL has given consent to the use of this Base Prospectus (an      
 "Authorised Offeror") in that connection, provided that the conditions attached to that consent are complied with by the Authorised Offeror.  The consent and conditions attached to it are set out under "Consent" and "Common Conditions to Consent" below.     
 Neither MGL nor any Dealer makes any representation as to the compliance by an Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities law requirements in relation to any Public Offer and neither MGL     
 nor any Dealer has any responsibility or liability for the actions of that Authorised Offeror.                                                                                                                                                                    
 
 
 Except for the circumstances set out in the following paragraphs, neither MGL nor any Dealer has authorised the making of any      
 Public Offer by any offeror and MGL has not consented to the use of this Base Prospectus by any other person in connection with    
 any Public Offer of PD Debt Instruments.  Any Public Offer made without the consent of MGL is unauthorised and neither MGL nor     
 any Dealer accepts any responsibility or liability for the actions of any person making such an unauthorised offer.If in the       
 context of a Public Offer, an Investor is offered PD Debt Instruments by a person which is not an Authorised Offeror, the          
 Investor should check with that person whether anyone is responsible for this Base Prospectus as required by United Kingdom        
 securities law and regulations in the context of the Public Offer and, if so, who that person is.  If the Investor is in any       
 doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents, should take legal advice.      
 ConsentIn connection with each Tranche of PD Debt Instruments and subject to the conditions set out below under "Common            
 Conditions to Consent":(a)    MGL consents to the use of this Base Prospectus (as supplemented as at the relevant time, if         
 applicable) in connection with a Public Offer of such PD Debt Instruments  during the relevant Offer Period stated in the          
 relevant Final Terms by the relevant Dealer(s) and by:(i)        any financial intermediary named as an Initial Authorised         
 Offeror in the relevant Final Terms; and(iii)      any other financial intermediary appointed after the date of the relevant       
 Final Terms and whose name is published on the internet site www.macquarie.com/au/about/                                           
 investors/debt-investors/unsecured-funding;(b)   if (and only if) so specified in Section A.2 of the Issue Specific Summary        
 attached to the relevant Final Terms, MGL hereby offers to grant its consent to the use of this Base Prospectus (as supplemented    
 as at the relevant time, if applicable) in connection with an Public Offer of PD Debt Instruments during the relevant Offer        
 Period stated in the relevant Final Terms by any financial intermediary which satisfies the following conditions:(i)        it     
 is an authorised person and therefore authorised to make such offers under FSMA or other applicable legislation implementing the    
 Markets in Financial Instruments Directive (Directive 2004/39/EC)(in which regard, Investors should consult the register           
 maintained by the Financial Conduct Authority at: www.fca.org.uk/register); and(ii)       it accepts MGL's offer to grant          
 consent to the use of this Base Prospectus by publishing on its website the following statement (with the information in square    
 brackets completed with the relevant information): "We, [insert legal name of financial intermediary], refer to the [insert        
 title of relevant PD Debt Instruments] (the "PD Debt Instruments") described in the Final Terms dated [insert date] (the "Final    
 Terms") published by Macquarie Group Limited (the "Issuer").  We hereby accept the offer by the Issuer of its consent to our use    
 of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the PD Debt Instruments in accordance       
 with the Authorised Offeror Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and     
 we are using the Base Prospectus accordingly."The "Authorised Offeror Terms", being the terms to which the relevant financial      
 intermediary agrees in connection with using this Base Prospectus, are that the relevant financial intermediary:1.                 
 will, and it agrees, represents, warrants and undertakes for the benefit of MGL and the relevant Dealer that it will, at all       
 times in connection with the relevant Public Offer:(a)           act in accordance with, and be solely responsible for complying    
 with, all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the "Rules") from time to time     
 including, without limitation and in each case, Rules relating to both the appropriateness or suitability of any investment in     
 the PD Debt Instruments by any person and disclosure to any potential Investor, and will immediately inform MGL and the relevant    
 Dealer(s) if at any time such financial intermediary becomes aware or suspects that it is or may be in violation of any Rules      
 and take all appropriate steps to remedy such violation and comply with such Rules in all respects;(b)          comply with the    
 restrictions set out under "Subscription and Sale" on pages 131 to 139 of this Base Prospectus which would apply as if it were a    
 Dealer;(c)           ensure that any fee (and any other commissions or benefits of any kind) received or paid by that financial    
 intermediary in relation to the offer or sale of the PD Debt Instruments does not violate the Rules and, to the extent required    
 by any of the Rules, is fully and clearly disclosed to Investors or potential Investors;(d)          hold all licences,            
 consents, approvals and permissions required in connection with solicitation of interest in, or offers or sales of, the PD Debt    
 Instruments under the Rules;(e)           comply with applicable anti-money laundering, anti-bribery, anticorruption and "know     
 your client" Rules (including, without limitation, taking appropriate steps, in compliance with such Rules, to establish and       
 document the identity of each potential Investor prior to initial investment in any PD Debt Instruments by the Investor), and      
 will not permit any application for PD Debt Instruments in circumstances where the financial intermediary has any suspicions as    
 to the source of the application monies;(f)           retain Investor identification records for at least the minimum period       
 required under applicable Rules, and shall, if so requested and to the extent permitted by the Rules, make such records            
 available to the relevant Dealer(s), MGL or directly to the appropriate authorities with jurisdiction over MGL and/or the          
 relevant Dealer(s) in order to enable MGL and/or the relevant Dealer(s) to comply with anti-money laundering, anti-bribery, anti    
 -corruption and "know your client" requirements applying to MGL and/or the relevant Dealer(s);(g)          ensure that no holder    
 of PD Debt Instruments or potential Investor in PD Debt Instruments shall become an indirect or direct client of MGL or the        
 relevant Dealer(s) for the purposes of any applicable Rules from time to time, and to the extent that any client obligations are    
 created by the relevant financial intermediary under any applicable Rules, then such financial intermediary shall perform any      
 such obligations so arising; (h)          co-operate with MGL and the relevant Dealer(s) in providing such information             
 (including, without limitation, documents and records maintained pursuant to paragraph (f) above) upon written request from MGL    
 or the relevant Dealer as is available to such financial intermediary or which is within its power and control from time to        
 time, together with such further assistance as is reasonably requested by MGL or the relevant Dealer(s):(i)            in          
 connection with any request or investigation by any regulator in relation to the PD Debt Instruments, MGL or the relevant          
 Dealer(s); and/or(ii)           in connection with any complaints received by MGL and/or the relevant Dealer(s) relating to MGL    
 and/or the relevant Dealer(s) or another Authorised Offeror including, without limitation, complaints as defined in rules          
 published by any relevant regulator of competent jurisdiction from time to time; and/or(iii)          which MGL or the relevant    
 Dealer(s) may reasonably require from time to time in relation to the PD Debt Instruments and/or as to allow MGL or the relevant    
 Dealer(s) fully to comply with its own legal, tax and regulatory requirements, in each case, as soon as is reasonably              
 practicable and, in any event, within any time frame set by any such regulator or regulatory process;(i)           during the      
 Offer Period (i) only sell the PD Debt Instruments at the Issue Price specified in the applicable Final Terms (unless otherwise    
 agreed with the relevant Dealer(s)), (ii) only sell the PD Debt Instruments for settlement on the Issue Date specified in the      
 applicable Final Terms, (iii) not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer(s)), (iv) not     
 pay any fee or remuneration or commissions or benefits to any third parties in relation to the offering or sale of the PD Debt     
 Instruments (unless otherwise agreed with the relevant Dealer(s)), and (v) comply with such other rules of conduct as may be       
 reasonably required and specified by the relevant Dealer(s);(i)           either (i) obtain from each potential Investor an        
 executed application for the PD Debt Instruments, or (ii) keep a record of all requests such financial intermediary (A) makes      
 for its discretionary management clients, (B) receives from its advisory clients and (C) receives from its execution-only          
 clients, in each case prior to making any order for the PD Debt Instruments on their behalf, and in each case maintain the same    
 on its files for so long as is required by any applicable Rules;(k)          ensure that it does not, directly or indirectly,      
 cause MGL or the relevant Dealer(s) to breach any Rule or subject MGL or the relevant Dealer(s) to any requirement to obtain or    
 make any filing, authorisation or consent in any jurisdiction;(l)           comply with the conditions to consent referred to      
 under the "Common Conditions to Consent" below and any further requirements relevant to the Public Offer as specified in the       
 applicable Final Terms;(m)        make available to each potential Investor in the PD Debt Instruments the Base Prospectus (as     
 supplemented as at the relevant time, if applicable), the applicable Final Terms and any applicable information booklet provided    
 by MGL for such purpose, and not convey or publish any information that is not contained in or entirely consistent with the Base    
 Prospectus; and(n)         if it conveys or publishes any communication (other than the Base Prospectus or any other materials     
 provided to such financial intermediary by or on behalf of MGL for the purposes of the relevant Public Offer) in connection with    
 the relevant Public Offer, it will ensure that such communication (i) is fair, clear and not misleading and complies with the      
 Rules, (ii) states that such financial intermediary has provided such communication independently of MGL, that such financial      
 intermediary is solely responsible for such communication and that none of MGL and the relevant Dealer(s) accepts any              
 responsibility for such communication and (iii) does not, without the prior written consent of MGL or the relevant Dealer(s) (as    
 applicable), use the legal or publicity names of MGL or the relevant Dealer(s) or any other name, brand or logo registered by an    
 entity within their respective groups or any material over which any such entity retains a proprietary interest, except to         
 describe MGL as issuer of the relevant PD Debt Instruments on the basis set out in this Base Prospectus;2.            agrees and    
 undertakes to indemnify each of MGL and the relevant Dealer(s) (in each case on behalf of such entity and its respective           
 directors, officers, employees, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims,        
 charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's    
 fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made         
 against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements,        
 representations, warranties or undertakings by such financial intermediary, including (without limitation) any unauthorised        
 action by such financial intermediary or failure by such financial intermediary to observe any of the above restrictions or        
 requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any     
 information which has not been authorised for such purposes by MGL or the relevant Dealer(s); and3.             agrees and         
 accepts that:(a)           the contract between MGL and the financial intermediary formed upon acceptance by the financial         
 intermediary of MGL's offer to use the Base Prospectus with its consent in connection with the relevant Public Offer (the          
 "AuthorisedOfferor Contract"), and any non-contractual obligations arising out of or in connection with the Authorised Offeror     
 Contract, shall be governed by, and construed in accordance with, English law;(b)          subject to paragraph 3(d) below, the    
 English courts have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Authorised      
 Offeror Contract (including any dispute relating to any non-contractual obligations arising out of or in connection with the       
 Authorised Offeror Contract) (a "Dispute") and MGL and the financial intermediary submit to the exclusive jurisdiction of the      
 English courts;(c)           for the purposes of paragraphs 3(b) and (d), MGL and the financial intermediary waive any objection    
 to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any dispute;(d)                
 this paragraph (d) is for the benefit of MGL and each relevant Dealer(s).  To the extent allowed by law, MGL and each relevant     
 Dealer may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction, and (ii)             
 concurrent proceedings in any number of jurisdictions; and(e)           each relevant Dealer will, pursuant to the Contracts       
 (Rights of Third Parties) Act 1999, be entitled to enforce those provisions of the Offeror Contract which are, or are expressed    
 to be, for their benefit, including the agreements, representations, warranties, undertakings and indemnity given by the           
 financial intermediary pursuant to the Authorised Offeror Terms.Any financial intermediary who is an Authorised Offeror falling    
 within sub-paragraph (b) above who meets the conditions set out in sub-paragraph (b) and the other conditions stated in "Common    
 Conditions to Consent" below and who wishes to use the Base Prospectus in connection with a Public Offer is required, for the      
 duration of the relevant Offer Period, to publish on its website the statement (duly completed) specified at sub-paragraph (b)     
 above, which states that it is using this Base Prospectus for such Public Offer in accordance with the consent of MGL and the      
 conditions attached thereto.                                                                                                       
 Common Conditions to Consent                                                                                                       
 The conditions to the Issuer's consent to the use of this Base Prospectus in the context of the relevant Offer are (in addition    
 to the conditions described in sub-paragraph (B) above if the applicable Final Terms specifies "General Consent" as                
 "Applicable") that such consent:(a)       is only valid during the Offer Period specified in the applicable Final Terms;           
 (b)       only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of PD Debt Instruments     
 in the United Kingdom, Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Spain, Sweden and The      
 Netherlands as specified in the applicable Final Terms; and(c)       is subject to any other conditions set out in Section A.2     
 of the Issue Specific Summary attached to the applicable Final Terms.                                                              
 The consent referred to above relates to Offer Periods occurring within 12 months from the date of this Base Prospectus. The       
 only Relevant Member States which may, in respect of any Tranche of PD Debt Instruments, be specified in the applicable Final      
 Terms (if any Relevant Member States are so specified) as indicated in (b) above will be the United Kingdom and accordingly each    
 Tranche of PD Debt Instruments may only be offered to Investors as part of a Public Offer in the United Kingdom, Austria,          
 Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Spain, Sweden and The Netherlands, as specified in the     
 applicable Final Terms, or otherwise in circumstances in which no obligation arises for MGL or any Dealer to publish or            
 supplement a prospectus for such offer.                                                                                            
                                                                                                                                    
 ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORSAN INVESTOR WHO INTENDS TO PURCHASE ANY PD DEBT INSTRUMENTS IN A             
 PUBLICOFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS ANDSALES OF SUCH INSTRUMENTS TO AN INVESTOR BY SUCH AUTHORISED       
 OFFEROR WILL BE MADE, INACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER INCLUDING THOSE IN PLACE BETWEEN SUCH AUTHORISED     
 OFFEROR AND SUCH INVESTOR INCLUDING IN RELATION TO PRICE, ALLOCATIONS, EXPENSES ANDSETTLEMENT.   MGL will not be a party to (nor    
 be responsible for) any sucharrangements with such investors in connection with the public offer orsale of the PD Debt             
 Instruments concerned and, accordingly, this Base Prospectusand any Final Terms will not contain such information.  The relevant    
 information will be provided by the authorised offeror at the time of such offer.                                                  
 Public Offers: Issue Price and Offer 

- More to follow, for following part double click  ID:nRSO2097Bl