REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 12

MacquarieAnnouncement

15/06/2016 07:05

- Part 12: For the preceding part double click  ID:nRSO2097Bk 

PricePD Debt Instruments to be offered pursuant to a Public Offer will be issued by MGL at \    
 the Issue Price specified in the relevant Final Terms. The Issue Price will be determined by MGL in consultation with the            
 relevant Dealer at the time of the relevant Public Offer and will depend, amongst other things, on prevailing market conditions      
 at that time. The offer price of such PD Debt Instruments will be the Issue Price or such other price as may be agreed between       
 an Investor and the Authorised Offeror making the offer of the PD Debt Instruments to such Investor. MGL will not be party to        
 arrangements between an Investor and an Authorised Offeror, and the Investor will need to look to the relevant Authorised            
 Offeror to confirm the price at which such Authorised Offeror is offering the PD Debt Instruments to such Investor.                  
                                                                                                                                        
 
 
No independent verification or advice 
 
None of the Dealers (as named on the cover page of this Offering Memorandum or as may be appointed from time to time) or
the Agents (as defined in the Conditions) has independently verified the information contained herein.  Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Dealer or
Agent as to the accuracy or completeness of any of the information contained in this Base Prospectus or any further
information supplied in connection with the Programme. 
 
Neither this Base Prospectus nor any other information provided in connection with the Programme or the PD Debt Instruments
is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation or a
statement of opinion, or a report of either of those things, by MGL or any Dealer or Agent that any recipient of this Base
Prospectus purchase any PD Debt Instruments or any rights in respect of any PD Debt Instruments.  Each investor
contemplating purchasing any PD Debt Instruments or any rights in respect of any PD Debt Instruments under the Programme
should make (and shall be deemed to have made) its own independent assessment of the condition and affairs of, and its own
appraisal of the creditworthiness of, MGL.  No advice is given in respect of the taxation treatment of investors in
connection with investment in any PD Debt Instruments and each investor is advised to consult its own professional
adviser. 
 
IMPORTANT LEGAL INFORMATION - RETAIL AND WHOLESALE BASE PROSPECTUSES 
 
The following sub-sections "Forward-Looking Statements about MGL", "Stabilisation", "Dissemination of Credit Ratings" and
"Representations and Warranties of Investors" each form part of, and for the avoidance of doubt, are applicable in respect
of, both the Retail Base Prospectus and the Wholesale Base Prospectus. 
 
 Forward-Looking Statements about MGLThis Base Prospectus includes statements that are, or may be deemed to be, 'forward-looking statements'.  These forward-looking statements can be identified by the use of forward-looking expressions, including the terms   
 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or similar expressions, or by discussions of strategy, plans, objectives, goals, future events or intentions.        
 These forward-looking statements include all matters that are not historical facts.  They appear in a number of places throughout this Base Prospectus and include, but are not limited to, those regarding MGL's financial position, business strategy, plans    
 and objectives of management for future operations.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Forward-looking statements are not guarantees of future performance and    
 the actual results, performance or achievements of MGL, its financial condition, liquidity and industry results, may differ materially from those described in, or suggested by the forward-looking statements contained in this Base Prospectus.  In addition,   
 even if the results of MGL's financial condition, liquidity and industry results, are consistent with the forward-looking statements contained in this Base Prospectus, those results and developments may not be indicative of results or developments in        
 subsequent periods.  These and other factors are discussed in more detail under the section headed "Risk Factors".  Many of these factors are beyond the control of MGL.  Should one or more of these risks or uncertainties materialise, or should underlying    
 assumptions on which the forward-looking statements are based prove incorrect, actual results may vary materially from those described in this Base Prospectus as anticipated, believed, estimated or expected.  Except to the extent required by laws and        
 regulations, MGL does not intend, and does not assume any obligation, to update any forward-looking statements set out in this Base Prospectus.This Base Prospectus is based on English law in effect as of the date of issue of this Base Prospectus.  Except    
 to the extent required by laws and regulations, MGL does not intend, and does not assume any obligation, to update the Base Prospectus in light of the impact of any judicial decision or change to English law or administrative practice after the date of      
 this Base Prospectus.                                                                                                                                                                                                                                             
 StabilisationIn connection with the issue of any Tranche of PD Debt Instruments, the Dealer or Dealers (if any) appointed as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) may over    
 -allot PD Debt Instruments or effect transactions outside Australia and on a market operated outside Australia with a view to supporting the market price of the PD Debt Instruments at a level higher than that which might otherwise prevail.  However, there   
 is no assurance that the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager) will undertake stabilisation action.  Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the    
 offer of the relevant Tranche of PD Debt Instruments is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of PD Debt Instruments and 60 days after the date of the   
 allotment of the relevant Tranche of PD Debt Instruments.  Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable      
 laws and rules.                                                                                                                                                                                                                                                   
 
 
Dissemination of Credit Ratings 
 
There are references in this Base Prospectus to credit ratings.  A credit rating is not a recommendation to buy, sell or
hold the PD Debt Instruments and may be subject to revision, suspension or withdrawal at any time by the relevant rating
agency. 
 
Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of section 761G of
the Corporations Act 2001 of Australia ("Corporations Act") and is also a sophisticated investor, professional investor or
other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (b) who is
otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may
be located. Anyone who is not such a person is not entitled to receive this Base Prospectus and anyone who receives this
Base Prospectus must not distribute it to any person who is not entitled to receive it. 
 
Representations and Warranties of Investors 
 
 THE PD DEBT INSTRUMENTS DESCRIBED IN THIS BASE PROSPECTUS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. Securities Act of 1933, as amended ("SECURITIES ACT").  THE PD DEBT INSTRUMENTS ARE BEING OFFERED AND SOLD SOLELY IN "OFFSHORE TRANSACTIONS"   
 TO PERSONS THAT ARE NOT, AND ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT OF, "U.S. PERSONS", IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.      
 Each initial and subsequent purchaser of PD Debt Instruments will be deemed to have acknowledged, represented and agreed to and with MGL and each Dealer as follows:1             The PD Debt Instruments have not been, and will not be, registered under the    
 Securities Act or any other applicable securities law and, accordingly, none of the PD Debt Instruments may be offered, sold, transferred, pledged, encumbered or otherwise disposed of unless in accordance with, and subject to, applicable law and the         
 transfer restrictions described in this Base Prospectus.2             It is a purchaser acquiring such PD Debt Instruments in an offshore transaction occurring outside the United States within the meaning of Regulation S and that it is not a "U.S. person"   
 (and is not acquiring such PD Debt Instruments for the account or benefit of a U.S. person) within the meaning of Regulation S. 3              It acknowledges that MGL, the Dealers and others will rely upon the truth and accuracy of the foregoing            
 acknowledgments, representations and agreements and it agrees that, if any of the acknowledgments, representations or warranties deemed to have been made by it in connection with its purchase of PD Debt Instruments are no longer accurate, it shall promptly   
 notify MGL and the Dealer through which it purchased any PD Debt Instruments.  If it is acquiring any PD Debt Instruments as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such        
 account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.                                                                                                                          
 4              It is not an Offshore Associate (as defined below) and, if it purchases the PD Debt Instruments as part of the primary distribution of the PD Debt Instruments, it will not sell any of the PD Debt Instruments (or any interest in any of the PD   
 Debt Instruments) to any person as part of the primary distribution of the PD Debt Instruments, if, at the time of such sale, its employees directly involved in the sale knew or had reasonable grounds to suspect that, as a result of the sale, such PD Debt   
 Instruments would be acquired (directly or indirectly) by an Offshore Associate. "Offshore Associate" means an associate (within the meaning of section 128F(9) of the Income Tax Assessment Act of 1936 of Australia) of MGL that is either a non-resident of    
 Australia that does not acquire the PD Debt Instruments in carrying on a business at or through a permanent establishment in Australia, or a resident of Australia that acquires the PD Debt Instruments in carrying on a business at or through a permanent      
 establishment outside Australia, provided that an associate acting in the capacity of a dealer, manager or underwriter in relation to the placement of the PD Debt Instruments, or a clearing house, custodian, funds manager or responsible entity of a          
 registered managed investment scheme under the Corporations Act is not an Offshore Associate for these purposes.  For the avoidance of doubt, if its employees directly involved in a sale of PD Debt Instruments do not know or suspect that a person is an      
 associate of MGL, nothing in this paragraph 4 obliges it or its employees to make positive enquiries of that person to confirm that that person is not an Offshore Associate.                                                                                     
 
 
15.      Use of Proceeds 
 
The following section describes the manner in which the Issuer intends to use the proceeds from issues of PD Debt
Instruments under the Programme. 
 
Proceeds realised from the issuance of PD Debt Instruments under the Programme will be used by MGL for the Macquarie
Group's general corporate purposes. 
 
16.     Additional Information 
 
You should be aware of a number of other matters that may not have been addressed in detail elsewhere in this Base
Prospectus. 
 
1              Authorisation 
 
MGL has obtained all necessary consents, approvals and authorisations in Australia in connection with the issue and
performance of the PD Debt Instruments.  The establishment of the Programme and the issue of the PD Debt Instruments by MGL
was authorised by resolutions of the board of directors of MGL on 12 November 2007 and various resolutions of a board
delegated committee of MGL, most recently on 7 June 2016. 
 
2              Auditors 
 
The auditors of the Macquarie Group in Australia are PricewaterhouseCoopers. 
 
3              Other issuance under the Programme 
 
(a)          The Dealer Agreement provides that MGL may issue PD Debt Instruments in a form not contemplated by this Base
Prospectus.  If any such PD Debt Instruments are to be listed on the London Stock Exchange, MGL will issue a replacement
Base Prospectus describing the form (and terms and conditions) of such PD Debt Instruments. 
 
(b)          The Dealer Agreement also provides that MGL may approve any subsidiary of MGL as an additional issuer under
the Programme, subject to the satisfaction of certain conditions. 
 
(c)          If an additional issuer wishes to issue PD Debt Instruments to be listed on the London Stock Exchange, a
replacement Base Prospectus will be issued by MGL or that additional issuer setting out additional information about that
additional issuer and the form (and terms and conditions) of such PD Debt Instruments. 
 
4             Documents available 
 
For so long as any PD Debt Instruments shall be outstanding or the Programme remains in effect, copies of the following
documents may be inspected during normal business hours at, and copies of documents (e), (f) and (g) are available free of
charge from, the specified office of the I&P Agent and any Paying Agent (being Deutsche Bank AG, London Branch or any of
its successors in such capacity), the CMU Lodging Agent (being Deutsche Bank AG, Hong Kong Branch or any of its successors
in such capacity) or any registrar (the "Registrar") as set out at the end of this Base Prospectus and/or from the
registered office of MGL: 
 
(a)           the constitution of MGL; 
 
(b)          the Agency Agreement (which includes the form of the Global PD Debt Instruments, the Definitive PD Debt
Instruments, the Coupons, the Talons and the form of certificate relating to the Registered PD Debt Instruments) and any
agreement which amends or supplements it; 
 
(c)           the Master Deed of Covenant; 
 
(d)         the 2015 annual report and the 2016 annual report of the Macquarie Group which includes the audited annual
financial statements of MGL and MGL consolidated with its controlled entities for the financial years ended 31 March 2015
and 31 March 2016 and the auditor's reports in respect of such financial statements (see "Selected Financial Information"
on pages 128 to 130 inclusive of this Base Prospectus for further information on the financial statements of MGL and MGL
consolidated with its controlled entities); 
 
(e)          each Final Terms for PD Debt Instruments that are listed on the London Stock Exchange or any other stock
exchange; 
 
(f)           a copy of this Base Prospectus, together with any supplement to this Base Prospectus; and 
 
(g)          all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of
which is extracted or referred to in this Base Prospectus. 
 
The Final Terms issued for each Tranche of PD Debt Instruments to be listed on the London Stock Exchange will be published
via the Regulatory News Service of the London Stock Exchange at
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. 
 
This Base Prospectus and the other documents, or portions of documents, incorporated by reference as set out in this Base
Prospectus are available on the internet site www.macquarie.com/au/about/investors. 
 
MGL will also provide, without charge, upon the written request of any person, a copy of this Base Prospectus, the Final
Terms issued for each Tranche of PD Debt Instruments to be listed on the London Stock Exchange and any or all of the
documents which, or portions of which, are incorporated in this Base Prospectus by reference.  Written requests for such
documents should be directed to MGL at its office set out at the end of this Base Prospectus. 
 
5             Clearing 
 
The PD Debt Instruments have been accepted for clearance through Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg").  The appropriate Common Code and International Securities
Identification Number ("ISIN") in relation to the PD Debt Instruments of each Series will be specified in the relevant
Final Terms.  The Issuer may also apply to have the PD Debt Instruments accepted for clearance through the Central
Moneymarkets Unit Service ("CMU Service").  The relevant CMU instrument number will be specified in the relevant Final
Terms. 
 
Pursuant to the Agency Agreement the I&P Agent or, in the case of PD Debt Instruments cleared through the CMU Service, the
CMU Lodging Agent shall arrange that, where a further Tranche of PD Debt Instruments is issued which is intended to form a
single Series with an existing Tranche of PD Debt Instruments, the PD Debt Instruments of such further Tranche shall be
assigned a Common Code and ISIN by Euroclear and Clearstream, Luxembourg or, in the case of PD Debt Instruments cleared
through the CMU Service, a CMU instrument number by the CMU Service which are different from the Common Code and ISIN or,
in the case of PD Debt Instruments cleared through the CMU Service, the CMU instrument number assigned to PD Debt
Instruments of any other Tranche of the same Series until at least 40 days after the completion of the distribution of the
PD Debt Instruments of such Tranche. 
 
6              Australian approvals 
 
No approvals are currently required under Australian law for or in connection with the issue of the PD Debt Instruments by
MGL or for or in connection with the performance and enforceability of such PD Debt Instruments or Coupons.  However
regulations in Australia prohibit payments, transactions and dealings with assets or named individuals or entities subject
to international sanctions or associated with terrorism. 
 
7              Fixed Rate PD Debt Instruments yield 
 
The yield specified in the relevant Final Terms in relation to any Fixed Rate PD Debt Instruments has been calculated as at
the Issue Date on the basis of the relevant Issue Price, using the formula set out below. 
 
 P =  C  (1 - (1+r)-n) + A(1 + r)-n  
 r    
 
 
where: 
 
"P" is the Issue Price of the PD Debt Instruments; 
 
"C" is the annualised Interest Amount; 
 
"A" is the principal amount of PD Debt Instruments due on redemption; 
 
"n" is time to maturity in years; and 
 
"r" is the annualised yield. 
 
The yield indicated will be calculated as the yield to maturity of the relevant Fixed Rate PD Debt Instruments and will not
reflect the yield of such Fixed Rate PD Debt Instruments purchased on a different date at a different price. It is not an
indication of future yield. 
 
 Offering circular FOR THE ISSUE OF non-pd DEBT INSTRUMENTSMacquarie Group Limited(ABN 94 122 169 279)(incorporated with limited liability in the Commonwealth of Australia)    
 
 
PAGES 162 to 240 INCLUSIVE OF THIS OFFERING MEMORANDUM COMPRISE AN OFFERING CIRCULAR ("OFFERING CIRCULAR").  THIS OFFERING
CIRCULAR HAS BEEN PREPARED BY THE ISSUER IN CONNECTION WITH THE ISSUANCE OF DEBT INSTRUMENTS OTHER THAN DEBT INSTRUMENTS TO
BE ADMITTED TO THE OFFICIAL LIST OF THE UK LISITNG AUTHORITY AND TO BE ADMITTED TO TRADING ON THE LONDON STOCK EXCHANGE'S
REGULATED MARKET ("NON-PD DEBT INSTRUMENTS").  THIS OFFERING CIRCULAR HAS NOT BEEN REVIEWED OR APPROVED BY THE UK LISTING
AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE DIRECTIVE 2003/71/EC, AS AMENDED ("PROSPECTUS
DIRECTIVE").  THIS OFFERING CIRCULAR DOES NOT FORM PART OF THE BASE PROSPECTUS. 
 
This Offering Circular is to be read in conjunction with the following sections of the base prospectus set out on pages 1
to 161 inclusive of this Offering Memorandum ("Base Prospectus") (save as amended herein): 
 
·           Risk Factors; 
 
·           Documents Incorporated by Reference; 
 
·           Form of the PD Debt Instruments; 
 
·           Macquarie Group Limited; 
 
·           Selected Financial Information; 
 
·           Subscription and Sale; 
 
·           Taxation; 
 
·          Important Legal Information (other than under the heading "Important Legal Information - Retail Base
Prospectus"); 
 
·           Use of Proceeds; and 
 
·          Additional Information (other than under the second sentence of paragraph 3(a) and paragraph 3(c)), 
 
each of which shall be deemed to be incorporated by reference herein. This Offering Circular shall be read on the basis
that such sections of the Base Prospectus are so incorporated and form part of this Offering Circular. 
 
Macquarie Group Limited (ABN 94 122 169 279) ("Issuer" or "MGL") may offer from time to time unsecured, unsubordinated or
subordinated debt obligations as described in this Offering Circular.  Non-PD Debt Instruments may be issued under this
Offering Circular as specified in the applicable Pricing Supplement (as defined below). Any Non-PD Debt Instruments issued
under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein.
This does not affect any Non-PD Debt Instruments issued before the date of this Offering Circular. The Issuer has
previously published, and may in the future publish, other prospectuses or offering documents in relation to the issue of
other classes of debt obligations under the Programme. 
 
The Issuer is not an "authorised deposit-taking institution" ("ADI") for the purposes of the Banking Act 1959 of Australia
("Banking Act"), and its obligations do not represent deposits, protected accounts or other liabilities of its subsidiary,
Macquarie Bank Limited (ABN 46 008 583 542) ("MBL" or "Macquarie Bank").  MBL does not guarantee or otherwise provide
assurance in respect of the obligations of MGL.  In this Offering Circular references to the "Macquarie Group" are
references to MGL and its controlled entities and references to the "Macquarie Bank Group" are references to Macquarie Bank
and its controlled entities. 
 
Save to the extent specified herein, terms defined in the sections of the Base Prospectus incorporated by reference herein
shall have the same meaning when used in this Offering Circular. 
 
For the purposes of the issue of Non-PD Debt Instruments those sections of the Base Prospectus incorporated by reference
herein shall be deemed to be amended and supplemented as follows: 
 
1.            all references to the "Programme" shall be references to the programme for the issuance of debt instruments
set out in this document; 
 
2.            all references to the "Wholesale Base Prospectus", "Retail Base Prospectus" and "Base Prospectus" shall be
deemed to be references to the "Offering Circular"; 
 
3.            all references to the "Terms and Conditions of the PD Debt Instruments" or "Conditions" shall be deemed to be
references to the "Terms and Conditions of the Non-PD Debt Instruments" as set out in Schedule A to the Offering Circular; 
 
4.            all references to "Final Terms" shall be deemed to be references to the "Pricing Supplement" set out in
Schedule B to the Offering Circular; 
 
5.            all references to "PD Debt Instruments" or "Debt Instruments" shall be deemed to be references to "Non-PD
Debt Instruments"; 
 
6.            all references to "PD Debt Instrument Holders" shall be deemed to be references to "Non-PD Debt Instrument
Holders"; and 
 
7.             in addition to the Debt Instruments which may be issued under the Programme as described in the "Overview of
the Programme" below, the Issuer may issue Non-PD Debt Instruments on such other terms as may be set out in the applicable
Pricing Supplement. 
 
Important Notices 
 
This Offering Circular has not been, nor will be, lodged with the Australian Securities and Investments Commission ("ASIC")
and is not a 'prospectus' or other 'disclosure document' for the purposes of the Corporations Act.  In addition, see the
selling restrictions in "Subscription and Sale" incorporated into and forming part of this Offering Circular. 
 
This Offering Circular has been prepared on the basis that any offer of Non-PD Debt Instruments in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement
to publish a prospectus for offers of Non-PD Debt Instruments or otherwise will not be subject to such requirements.
Accordingly any person making or intending to make an offer in that Relevant Member State of Non-PD Debt Instruments which
are the subject of an offering contemplated in this Offering Circular as completed by the relevant Pricing Supplement in
relation to the offer of those Non-PD Debt Instruments may only do so in the circumstances in which no obligation arises
for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Non-PD Debt Instruments
in circumstances in which an obligation arises for an Issuer or any Dealer to publish or supplement a prospectus for such
offer. 
 
The Non-PD Debt Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended
("Securities Act") and will be issued in bearer or registered form.  The Non-PD Debt Instruments are being offered outside
the United States by the Dealers in accordance with Regulation S under the Securities Act, and may not be offered, sold,
resold or delivered within the United States or to, or for the account or benefit of, "U.S. persons" except in accordance
with Regulation S under the Securities Act.  Terms used in this paragraph have the meanings given to them by Regulation S
under the Securities Act. 
 
Non-PD Debt Instruments in bearer form with a maturity of more than one year are subject to U.S. tax law requirements and,
pursuant to the terms of the Programme, may not be offered, sold or delivered within the United States or its possessions
or to a United States person, except in certain transactions permitted by the U.S. Internal Revenue Code of 1986, as
amended ("U.S. Internal Revenue Code") and U.S. tax regulations.  Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and U.S. tax regulations. 
 
The pricing supplement ("Pricing Supplement") issued for each Tranche of Non-PD Debt Instruments will contain details of
the aggregate principal amount of the Tranche of Non-PD Debt Instruments and the interest (if any) payable in respect of,
and the issue price, issue date and maturity date of the Tranche of Non-PD Debt Instruments, together with any other terms
and conditions not contained in this Offering Circular which apply to that Tranche of Non-PD Debt Instruments.  In
addition, as agreed between MGL and the relevant Dealer(s), Pricing Supplement may also be issued for other Tranches of
Non-PD Debt Instruments. 
 
Responsibility 
 
MGL accepts responsibility for the information contained in this Offering Circular.  To the best of MGL's knowledge (after
having taken reasonable care to ensure that such is the case), the information contained in this Offering Circular is in
accordance with the facts and this Offering Circular contains no omission likely to affect its import. 
 
If any person intending to acquire, or acquiring, any Non-PD Debt Instruments is in any doubt about whether it can rely on
this Offering Circular and/or who is responsible for its contents it should take legal advice. 
 
Documents incorporated by reference 
 
This Offering Circular is to be read in conjunction with the documents which are incorporated herein by reference (see
"Documents incorporated by reference" set out on pages 57 to 58 of the Base Prospectus as incorporated by reference into
and forming part of this Offering Circular).  This Offering Circular shall, save as specified herein, be read and construed
on the basis that such documents are so incorporated and form part of this Offering Circular.  Investors should review,
amongst other things, the documents deemed to be incorporated herein by reference when deciding whether or not to purchase
any Non-PD Debt Instruments. 
 
No independent verification or advice 
 
None of the Dealers (as named on the cover page of this Offering Memorandum or as may be appointed from time to time) or
the Agents (as defined in the Conditions) has independently verified the information contained herein.  Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Dealer or
Agent as to the accuracy or completeness of any of the information contained in this Offering Circular or any further
information supplied in connection with the Programme. 
 
Neither this Offering Circular nor any other information provided in connection with the Programme or the Non-PD Debt
Instruments is intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation or a statement of opinion, or a report of either of those things, by MGL or any Dealer or Agent that any
recipient of this Offering Circular purchase any Non-PD Debt Instruments or any rights in respect of any Non-PD Debt
Instruments.  Each investor contemplating purchasing any Non-PD Debt Instruments or any rights in respect of any Non-PD
Debt Instruments under the Programme should make (and shall be deemed to have made) its own independent assessment of the
financial condition and affairs of, and its own appraisal of the creditworthiness of, MGL.  No advice is given in respect
of the taxation treatment of investors in connection with investment in any Non-PD Debt Instruments and each investor is
advised to consult its own professional adviser. 
 
Currency of information 
 
Neither the delivery of this Offering Circular nor any sale made in connection with this Offering Circular at any time
implies that the information contained herein concerning MGL is correct at any time subsequent to the date hereof or that
any other information supplied in connection with the Programme is correct as of any time subsequent to the date
indicated. 
 
No review of affairs of MGL or the Macquarie Bank Group 
 
None of the Dealers or the Agents undertakes to review the financial condition or affairs of MGL or the Macquarie Bank
Group during the life of the Programme or to advise any investor in the Non-PD Debt Instruments of any information coming
to the attention of any Dealer or Agent. 
 
Risk factors 
 
An investment in the Non-PD Debt Instruments involves risks that include, without limitation, those described in "Risk
Factors" which are incorporated into and form part of this Offering Circular. 
 
Non-PD Debt Instruments may not be a suitable investment for all investors 
 
Investors should have (either alone or with the help of a financial adviser) sufficient knowledge and experience in
financial and business matters to meaningfully evaluate the merits and risks of investing in a particular issue of Non-PD
Debt Instruments and the information contained in or incorporated by reference in this Offering Circular or any applicable
supplement or Pricing Supplement as well as access to, and knowledge of, appropriate analytical tools to evaluate such
merits and risks in the context of their particular circumstance. 
 
Risks related to the structure of a particular issue of Non-PD Debt Instruments 
 
A range of Non-PD Debt Instruments may be issued under the Programme.  A number of these Non-PD Debt Instruments may have
features which contain particular risks for potential investors.  The risks of a particular Non-PD Debt Instrument will
depend on the terms of such Non-PD Debt Instrument, but may include, without limitation, the possibility of significant
changes in the values of the applicable interest rates or other indices or formula.  Prospective investors may be required
to bear the financial risks of an investment in the Non-PD Debt Instruments for an indefinite period of time.  Prospective
investors could lose all or a substantial portion of their investment. 
 
Such risks generally depend on factors over which MGL has no control and which cannot readily be foreseen, such as economic
and political events and the supply of and demand for the relevant securities, assets or other property.  Neither the
current nor the historical price, value or performance of (A) the relevant interest rates or other indices or formulae, (B)
the relevant classes of securities, assets or other property, or (C) the relevant entities should be taken as an indication
of future price, value or performance during the term of any Non-PD Debt Instrument. 
 
Subordinated Non-PD Debt Instruments 
 
The obligation of the Issuer prior to the commencement of a winding up to make payments when due in respect of Subordinated
Non-PD Debt Instruments is conditional upon the Issuer being solvent immediately before and after payment by the Issuer. 
Furthermore, in the case of Subordinated Non-PD Debt Instruments, if the Issuer is declared insolvent and a winding up is
commenced, it will be required to pay the holders of Unsubordinated PD Debt Instruments and meet its obligations to all its
other creditors (including unsecured creditors, but excluding any obligations in respect of subordinated debt which rank
pari passu with, or after, the Subordinated Non-PD Debt Instruments) in full before it can make any payments on
Subordinated Non-PD Debt Instruments. If this occurs, the Issuer may not have enough assets remaining after these payments
to pay amounts due to investors under Subordinated Non-PD Debt Instruments. 
 
In connection with any issuance of Non-PD Debt Instruments, the features applicable to such Non-PD Debt Instruments as
described in this Offering Circular may be modified, supplemented or amended to conform them with any requirements imposed
by APRA, generally, and in its adoption and implementation of the Basel III framework under its prudential standards
promulgated by APRA from time to time. Any differences in the terms of any Non-PD Debt Instruments from the features
described in this Offering Circular will be described in the applicable Pricing Supplement (or in another supplement to
this Offering Circular). 
 
Legal investment considerations may restrict certain investments 
 
The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by
certain authorities.  Each potential investor should consult its legal advisers to determine whether and to what extent (A)
Non-PD Debt Instruments are legal investments for it, (B) Non-PD Debt Instruments can be used as collateral for various
types of borrowing and (C) other restrictions apply to its purchase or pledge of any Non-PD Debt Instruments.  Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Non-PD Debt Instruments under any applicable risk-based capital or similar rules. 
 
No authorisation 
 
No person has been authorised to give any information or make any representations not contained in this Offering Circular
in connection with MGL, the Macquarie Bank Group, the Programme or the issue or sale of the Non-PD Debt Instruments and, if
given or made, such information or representation must not be relied upon as having been authorised by MGL or any Dealer or
Agent. 
 
Distribution and selling restrictions 
 
The distribution of this Offering Circular and any Pricing Supplement and the offer or sale of Non-PD Debt Instruments may
be restricted in certain jurisdictions.  Neither MGL nor any Dealer or Agent represents that this Offering Circular may be
lawfully distributed, or that any Non-PD Debt Instruments may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes
any responsibility for facilitating any such distribution or offering.  In particular no action has been taken by MGL or
any Dealer or Agent which would permit a public offering of any Non-PD Debt Instruments or distribution of this Offering
Circular in any jurisdiction where action for that purpose is required.  Accordingly, no Non-PD Debt Instruments may be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on
the same terms. 
 
Persons into whose possession this Offering Circular or any Non-PD Debt Instruments come must inform themselves about, and
observe, any such restrictions.  In particular, there are restrictions on the distribution of this Offering Circular and
the offer or sale of Non-PD Debt Instruments in Australia, the United States of America ("United States"), the European
Economic Area, the United Kingdom, Hong Kong, Singapore, Japan, Korea, India, Canada, the People's Republic of China
("PRC"), Malaysia, Mexico and Taiwan (see "Representations and Warranties of Investors" on pages 157 to 158 of this Base
Prospectus and "Subscription and Sale" on pages 131 to 139 inclusive of the Base Prospectus which is incorporated into and
forms part of this Offering Circular). 
 
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent
and agree, that in relation to any Non-PD Debt Instruments which have a maturity of less than one year, (i) it is a person
whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business and (ii) it has not offered or sold and will not offer or sell such Non-PD Debt
Instruments other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the
Non-PD Debt Instruments would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer. 
 
No offer 
 
Neither this Offering Circular nor any Pricing Supplement is intended to, nor does it, constitute an offer or invitation by
or on behalf of MGL or any Dealer or Agent to any person to subscribe for, or purchase any Non-PD Debt Instruments nor does
it constitute, and it may not be used for the purposes of, an offer or invitation by anyone in any jurisdiction in which
such offer or invitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and
no action is being taken to permit an offering of Non-PD Debt Instruments or the distribution of this Offering Circular or
any Pricing Supplement in any jurisdiction where such action is required. 
 
References to currencies 
 
In this Offering Circular references to: 
 
·           "U.S.$" and "U.S. Dollars" are to the lawful currency of the United States; 
 
·           "A$" and "Australian Dollars" are to the lawful currency of Australia; 
 
·           "£", "sterling" and "Sterling" are to the lawful currency of the United Kingdom; 
 
·           "Yen" are to the lawful currency of Japan; 
 
·           "HKD" or "Hong Kong Dollars" are to the lawful currency of Hong Kong; 
 
·           "E", "EUR" or "Euro" are to the single currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time; and 
 
·           "RMB" or "Renminbi" are to the lawful currency of the PRC. 
 
Overview of the Programme 
 
The following overview is a general description only and should be read, in relation to any Non-PD Debt Instruments, in
conjunction with the Pricing Supplement set out in Schedule B and, to the extent applicable, the terms and conditions set
out in Schedule A to this Offering Circular ("Conditions").  This overview is qualified in its entirety by the remainder of
this Offering Circular and any decision to invest in the Non-PD Debt Instruments should be based on a consideration of this
Offering Circular as a whole, including, without limitation, the "Risk Factors" on pages 27 to 46 inclusive of the Base
Prospectus and the documents incorporated by reference into this Offering Circular.  Words or expressions defined or used
in the Conditions, shall, unless the contrary intention appears, have the same meaning in this overview. 
 
Issuer:                                                                     Macquarie Group Limited (ABN 94 122 169 279), a
corporation constituted with limited liability under the laws of Australia. 
 
MGL is a diversified financial services holding company listed on the Australian Securities Exchange operated by ASX,
headquartered in Sydney, Australia and regulated as a non-operating holding company of an ADI by APRA.  The Macquarie Group
provides banking, financial, advisory, investment and funds management services through client driven businesses which
generate income by providing a diversified range of services to clients.  The Macquarie Group acts on behalf of
institutional, corporate and retail clients and counterparties around the world. 
 
Description:                                                         Debt Instrument Programme. 
 
Arranger:                                                              Macquarie Group Limited. 
 
Dealers:                                                                 Australia and New Zealand Banking Group Limited 
 
Barclays Bank PLC 
 
Citibank Europe plc 
 
Commonwealth Bank of Australia 
 
Credit Suisse Securities (Europe) Limited 
 
HSBC Bank plc 
 
ING Bank N.V. 
 
J.P. Morgan Securities plc 
 
Macquarie Bank International Limited 
 
Macquarie Bank Limited 
 
Merrill Lynch International 
 
National Australia Bank Limited 
 
SMBC Nikko Capital Markets Limited 
 
Société Générale 
 
Standard Chartered Bank 
 
Westpac Banking Corporation 
 
MGL may from time to time terminate the appointment of any Dealer under the Programme or appoint additional dealers either
in respect of a Tranche or in respect of the whole Programme. 
 
Agents:                                                                  Deutsche Bank AG, London Branch has been appointed
as an issuing and paying agent ("I&P Agent"). 
 
Deutsche Bank AG, Hong Kong Branch has been appointed as CMU lodging agent ("CMU Lodging Agent"). 
 
No trustee or other organisation has been appointed to represent investors in Non-PD Debt Instruments issued under the
Programme. 
 
Programme:                                                        A fully revolving non-underwritten programme allowing for
the issuance of debt obligations (subject to applicable legal and regulatory restrictions) as specified in the relevant
Pricing Supplement (if any) or (in other cases) as agreed between MGL and the relevant Dealer(s). 
 
Programme Limit:                                             Up to U.S.$10,000,000,000 (or its approximate equivalent in
other currencies) at the date of this Offering Circular.  The Programme Limit may be increased by MGL in accordance with
the Dealer Agreement (as defined in "Subscription and Sale" on pages 131 to 139 inclusive of the Base Prospectus). 
 
Distribution:                                                         Non-PD Debt Instruments may be distributed on a
syndicated or non-syndicated basis. 
 
Programme Term:                                                             The Programme will not have a fixed maturity
date.  The Programme may be cancelled on 30 days' notice by MGL to the Dealers and Agents. 
 
Method of Issue:                                                MGL may from time to time issue Non-PD Debt Instruments in
one or more Tranches within one or more Series. 
 
Maturities:                                                            Subject to compliance with all relevant laws and
rules, Non-PD Debt Instruments may have any maturity of one day or more as specified in the relevant Pricing Supplement (if
any) or (in other cases) as agreed between MGL and the relevant Dealer(s). 
 
Issue Price:                                                           Non-PD Debt Instruments may be issued at an issue
price which is at par or at a discount to, or premium over, par, and will be specified in the relevant Pricing Supplement
(if any) or (in other cases) as agreed between MGL and the relevant Dealer(s). 
 
Pricing Supplement:                                         Each Pricing Supplement will provide particular information
relating to a particular Tranche of Non-PD Debt Instruments including details of the form of the Non-PD Debt Instruments,
the Series in which the Non-PD Debt Instruments will be issued and other information pertinent to the issue of those Non-PD
Debt Instruments. 
 
Deed of Covenant:                                            Non-PD Debt Instrument Holders will have the benefit of the
Master Deed of Covenant (or such other deed of covenant as is specified in the relevant Pricing Supplement). 
 
Form of Non-PD Debt Instruments:          The form of particular Non-PD Debt Instruments will be determined by MGL and the
relevant Dealer(s) prior to their issue date.  Non-PD Debt Instruments of any Series may be described by any marketing name
agreed between MGL and the relevant Dealer(s) and as specified in the relevant Pricing Supplement (if any).  See "Form of
PD Debt Instruments" on pages 92 to 96 inclusive of the Base Prospectus. 
 
Non-PD Debt Instruments will be issued in one or more tranches (each a "Tranche") within one or more series (each a
"Series").  Tranches of Non-PD Debt Instruments within a particular Series may have various issue dates, issue prices and
interest commencement dates and, in respect of the first interest payment (if any), different interest payment amounts but
will otherwise be issued on identical terms and conditions. 
 
Each Series of Non-PD Debt Instruments will (a) be represented on issue by a temporary global debt instrument in bearer
form without coupons or talons (each a "Temporary Global Non-PD Debt Instrument") or a permanent global debt instrument in
bearer form (each a "Permanent Global Non-PD Debt Instrument") (together, "Global Non-PD Debt Instruments"), or (b) take
the form of an entry in a register ("Registered Non-PD Debt Instrument"). 
 
Global Non-PD Debt Instruments may be deposited on the issue date with a common depositary on behalf of Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or, in the case of Non-PD Debt
Instruments cleared through the CMU Service, a sub-custodian for the CMU Service. 
 
The provisions governing the exchange of interests in Global Non-PD Debt Instruments for other Global Non-PD Debt
Instruments and definitive Non-PD Debt Instruments are described in "Form of PD Debt Instruments" on pages 92 to 96
inclusive of the Base Prospectus.  No certificate or other evidence of title will be issued in respect of Registered Non-PD
Debt Instruments unless MGL determines that certificates should be available or it is required to do so pursuant to
applicable law or regulation. 
 
Use of Proceeds:                                                                Proceeds realised from the issuance of a
Tranche of Non-PD Debt Instruments will be used by MGL for the Macquarie Group's general corporate purposes. 
 
Currencies:                                                           Subject to any applicable legal or regulatory
requirements, such currencies as may be agreed between MGL and the relevant Dealer(s), including, without limitation, U.S.
Dollars, Australian Dollars, Sterling, Yen, Hong Kong Dollars, Euro, Renminbi or any other currency. 
 
Status of the 
 
Non-PD Debt Instruments:                                           Non-PD Debt Instruments and any relative Coupons will be
direct, unsecured, subordinated or unsubordinated, and general obligations of MGL. 
 
Non-PD Debt Instruments will rank pari passu, without any preference among themselves, with all other outstanding unsecured
and, in the case of Unsubordinated PD Debt Instruments, unsubordinated obligations of MGL, present and future (other than
obligations preferred by mandatory provisions of law). 
 
Unless provided to the contrary in the relevant Pricing Supplement (if any), Subordinated Non-PD Debt instruments will rank
pari passu, without any preference among themselves, and will in a winding-up of MGL be subordinated in right of payment to
the claims of Senior Creditors as more fully described in Condition 4 of the Base Prospectus. 
 
MGL is not an ADI for the purposes of the Banking Act, and its obligations do not represent deposits, protected accounts,
or other liabilities of its subsidiary, Macquarie Bank.  Macquarie Bank does not guarantee or otherwise provide assurance
in respect of the obligations of MGL. 
 
Interest-bearing Non-PD Debt 
 
Instruments:                                                                        Interest will be payable on Fixed Rate
Non-PD Debt Instruments, Floating Rate Non-PD Debt Instruments, Fixed/Floating Interest Rate Basis Non-PD Debt Instruments
and other Non-PD Debt Instruments bearing interest at a fixed or floating rate on such basis and on such date or dates as
may be agreed between MGL and the relevant Dealer(s) (as is specified in the applicable Pricing Supplement (if any) or (in
other cases) as agreed between MGL and the relevant Dealer(s)) and on redemption. 
 
Redemption:                                                        The applicable Pricing Supplement (if any) will specify
either that the relevant Non-PD Debt Instruments cannot be redeemed prior to their stated maturity (other than for taxation
as set out in Condition 6.4 or following an event of default) or that such Non-PD Debt Instruments will be redeemable at
the option of MGL and/or the Non-PD Debt Instrument Holders upon giving notice to such Non-PD Debt Instrument Holders or
MGL, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such
terms as may be agreed between MGL and the relevant Dealer(s). 
 
Denominations:                                                                  Non-PD Debt Instruments will be issued in
such denominations as specified in the relevant Pricing Supplement (if any) or (in other cases) as agreed between MGL and
the relevant Dealer(s). 
 
Cross Default:                                                     None. 
 
Negative Pledge:                                                                As provided in Condition 4.4, the terms of
the Non-PD Debt Instruments will contain a negative pledge provision which prevents the Issuer, whilst there are any Non-PD
Debt Instruments outstanding, from creating or permitting to subsist any mortgage, charge pledge, lien or other form of
encumbrance or security interest ("Security Interest") upon the whole or any part of its present or future assets or
revenues as security for any relevant indebtedness, guarantee or indemnity unless (i) MGL grants such Security Interest
that will result in its obligations under the Non-PD Debt Instruments being secured equally and rateably in all respects so
as to rank equally with all applicable relevant indebtedness or guarantee or (ii) the granting of such Security Interest
has been approved by an Extraordinary Resolution. 
 
Withholding Tax:                                                               All payments by MGL in respect of the Non-PD
Debt Instruments will be made free and clear of and without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of
Australia, Victoria or the country in which the establishment of account for the Non-PD Debt Instruments is located, or in
each case, any political subdivision thereof or any authority therein or thereof, unless such withholding or deduction is
required by law or is made for or on account of FATCA (as defined in the Conditions).  If MGL is required to make such a
withholding or deduction, then, subject to customary exceptions (which include, without limitation, a deduction made for or
on account of FATCA) as provided in Condition 8 or as otherwise specified in the Master Deed of Covenant (or such other
deed of covenant as is specified in the relevant Pricing Supplement), MGL will pay an additional amount to cover the
amounts so withheld or deducted. 
 
See "Australian Taxation" on pages 140 to 144 inclusive of the Base Prospectus for further information. 
 
Credit Ratings:                                                                    One or more independent rating agencies
may assign credit ratings to the Non-PD Debt Instruments to be issued by MGL under the Programme.  The rating(s) (if any)
of the Non-PD Debt Instruments will be specified in the applicable Pricing Supplement.  The ratings may not reflect the
potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may
affect the value of the Non-PD Debt Instruments. 
 
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, cancellation, reduction
or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other
rating. 
 
There are references in this Offering Circular to credit ratings. In Australia, Credit Ratings must only be distributed to
a person (a) who is not a "retail client" within the meaning of section 761G of the Corporations Act and is also a
sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part
6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with
applicable law in any jurisdiction in which the person may be located.  Anyone who is not such a person is not entitled to
receive the Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is
not entitled to receive it. 
 
Governing Law:                                                                  The Non-PD Debt Instruments will be
governed by the laws of New South Wales or English law in accordance with the Master Deed of Covenant.  The Agency
Agreement will be governed by the laws of New South Wales. 
 
Listing and Admission to 
 
Trading:                                                                                 Application has not been (and will
not be) made for the Non-PD Debt Instruments issued under this Offering Circular to be admitted to the Official List of the
UK Listing Authority and to be admitted to trading on the London Stock Exchange's Regulated Market.  However, application
may be made for the Non-PD Debt Instruments to be admitted to listing, trading and/or quotation by any other listing
authority, stock exchange and/or quotation system. 
 
Selling and Transfer 
 
Restrictions:                                                                         The offering, sale, delivery and
transfer of Non-PD Debt Instruments and the distribution of this Offering Circular and other material in relation to any
Non-PD Debt Instruments are subject to restrictions as may apply in any country in connection with the offering and sale of
a particular Tranche of Non-PD Debt Instruments including, in particular, restrictions in Australia, the United States, the
European Economic Area, the United Kingdom, Hong Kong, Singapore, Japan, Korea, India, Canada, the PRC, Malaysia, Mexico
and Taiwan.  See "Subscription and Sale" on pages 131 to 139 inclusive of the Base Prospectus. 
 
In addition, the Non-PD Debt Instruments may be subject to certain restrictions on resales and transfers in the sections
headed "Important Notices" on pages 131 to 139 inclusive of this Offering Circular and "Important Legal Information -
Representations and Warranties of Investors" on pages 156 to 157 of the Base Prospectus. 
 
SCHEDULE A - TERMS AND CONDITIONS OF THE NON-PD DEBT INSTRUMENTS 
 
The following (save for the italicised text) is a composite text of the terms and conditions which (subject to completion
and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement) will be
applicable to each Series of Debt Instruments. The terms of the Agency Agreement (as defined below) and the Master Deed of
Covenant dated 16 September 2009 ("Master Deed of Covenant") will apply to each Series of Debt Instruments unless the
provisions of the relevant Pricing Supplement provides otherwise. 
 
References in the terms and conditions to "Issuer" are, unless the contrary intention appears, references to the Issuer
specified in the relevant Pricing Supplement.  References in the terms and conditions to "Debt Instruments" are, unless the
contrary intention appears, to the Debt Instruments of one Series of the type specified in the relevant Pricing Supplement
only, not to all Debt Instruments which may be issued under the Programme.  Terms used in the relevant Pricing Supplement
will, unless the contrary intention appears, have the same meaning where used in the terms and conditions. 
 
Macquarie Group Limited is not an "authorised deposit-taking institution" ("ADI") for the purposes of the Banking Act 1959
of Australia, and its obligations do not represent 

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