REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 14

MacquarieAnnouncement

15/06/2016 07:05

- Part 14: For the preceding part double click  ID:nRSO2097Bm 

of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 6.2
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 6.2 will be set out in the relevant Pricing Supplement. 
 
The Issuer may (if this Condition 6.2 is specified in the relevant Pricing Supplement as being applicable) having given at
least the minimum period (if any) (but not more than the maximum period (if any)) of notice specified in the relevant
Pricing Supplement to Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following
paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant
Pricing Supplement redeem all (but not, unless and to the extent that the relevant Pricing Supplement specify otherwise,
some only) of the Debt Instruments on any Business Day (being, in the case of interest-bearing Debt Instruments (unless
otherwise specified in the relevant Pricing Supplement), an Interest Payment Date) at their early redemption amount (call)
("Early Redemption Amount (Call)") (which shall be their outstanding principal amount or such other Early Redemption Amount
(Call) as is specified in, or determined in accordance with, the relevant Pricing Supplement) together (unless otherwise
specified in the relevant Pricing Supplement) with accrued interest (if any) thereon. 
 
The notice referred to in the preceding paragraph shall specify: 
 
(a)           the Series of Debt Instruments subject to redemption; 
 
(b)          whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal
amount of the Debt Instruments of the relevant Series which are to be redeemed; 
 
(c)           the due date for redemption; 
 
(d)          the Early Redemption Amount (Call) at which such Debt Instruments are to be redeemed; and 
 
(e)           whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or
method of calculation thereof, all as specified in the relevant Pricing Supplement. 
 
In the case of a partial redemption of Debt Instruments, the Debt Instruments to be redeemed will be selected by the I&P
Agent or in the case of a Tranche represented wholly by Registered Debt Instruments, the Registrar, and notice of the Debt
Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition
18 not less than 15 days prior to the date fixed for redemption. 
 
6.3          Redemption at the option of Debt Instrument Holders 
 
The Issuer will (if this Condition 6.3 is specified in the relevant Pricing Supplement as being applicable), at the option
of any Debt Instrument Holder and provided that any conditions to the exercise of such option as are specified in the
relevant Pricing Supplement have been satisfied, redeem such Debt Instruments on any day (being, in the case of an
interest-bearing Debt Instrument (unless otherwise specified in the relevant Pricing Supplement) one or more Interest
Payment Dates) at its early redemption amount (put) ("Early Redemption Amount (Put)") (which shall be its outstanding
principal amount or such other Early Redemption Amount (Put) as is specified in, or determined in accordance with, the
relevant Pricing Supplement) together with accrued interest (if any) thereon (unless otherwise specified in the relevant
Pricing Supplement). 
 
To exercise such option, the Debt Instrument Holder must complete, sign and deposit at the specified office of, in the case
of a Bearer Debt Instrument, the I&P Agent or, in the case of a Registered Debt Instrument, the Registrar or the Transfer
Agent, a redemption notice in the form obtainable from the I&P Agent or the Registrar or the Transfer Agent (as applicable)
not less than 45 days before the redemption date (or such other period as may be specified in the relevant Pricing
Supplement), deposit the relevant Debt Instrument (together, in the case of an interest-bearing Bearer Debt Instrument,
with any unmatured Coupons and unexchanged Talons appertaining thereto and, in the case of a Registered Debt Instrument the
relevant Certificate (if certificated)) with, in the case of a Bearer Debt Instrument, the I&P Agent or, in the case of a
Registered Debt Instrument, the Registrar or the Transfer Agent. 
 
6.4          Redemption for taxation reasons 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 6.4
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 6.4 will be set out in the relevant Pricing Supplement. 
 
If, in respect of the Debt Instruments of any Series the Issuer, on the occasion of the next payment due in respect of the
Debt Instruments, would be required to pay any Additional Amounts referred to in Condition 8, then the Issuer (in the case
of Subordinated Debt Instruments, subject to the prior written approval of APRA having been obtained) may at its option
give not more than 60 nor less than 30 days' notice to each Agent and to the Debt Instrument Holders in accordance with
Condition 18, and upon expiry of such notice shall redeem all but not some only of the Debt Instruments at their early
redemption amount (tax) ("Early Redemption Amount (Tax)") (which shall be their outstanding principal amount or such other
Early Redemption Amount (Tax) as is specified in the relevant Pricing Supplement) together (unless otherwise specified in
the Pricing Supplement with accrued interest (if any) accrued to the due date for redemption). 
 
Prior to publication of any such notice of redemption, the Issuer shall deliver to the I&P Agent a certificate signed by an
authorised person of the Issuer showing that the conditions precedent to the right of the Issuer so to redeem have occurred
and an opinion of legal advisers of recognised standing to the Issuer in its jurisdiction of incorporation to the effect
that the Issuer would be required to make any such withholding or deduction. 
 
Such notice shall be given promptly upon the occurrence of any of the above events. 
 
6.5          Redemption of Subordinated Debt Instruments for loss of deductibility reasons 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 6.5
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 6.5 will be set out in the relevant Pricing Supplement. 
 
If, prior to the earliest date on which the Issuer is entitled to redeem some or all of the Subordinated Debt Instruments
in accordance with Condition 6.2, the Issuer determines (supported by an opinion, as to such determination, from tax
advisers of recognised standing in Australia) that interest payable on the Subordinated Debt Instruments is not or may not
be allowed as a deduction for the purposes of Australian income tax, then the Issuer (subject to the prior written approval
of APRA having been obtained) may give not more than 60 nor less than 30 days' notice to the relevant Agent and the
Subordinated Debt Instrument Holders in accordance with Condition 18, and upon the next Interest Payment Date following
expiry of such notice shall redeem all (but not some only) of the Subordinated Debt Instruments at their outstanding
principal amount (plus accrued interest, if any). 
 
The notice referred to above shall specify the Subordinated Debt Instruments subject to redemption and the due date for
redemption. 
 
6.6          Redemption of Subordinated Debt Instruments for regulatory reasons 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 6.6
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 6.6 will be set out in the relevant Pricing Supplement. 
 
If, prior to the earliest date on which the Issuer is entitled to redeem some or all of the Subordinated Debt Instruments
in accordance with Condition 6.2, the Issuer determines (supported by an opinion from legal advisers of recognised standing
in Australia) that the Subordinated Debt Instruments have ceased, or will cease, to qualify as eligible capital under the
standards and guidelines published by APRA, then the Issuer (subject to the prior written approval of APRA having been
obtained) may give not more than 60 nor less than 30 days' notice to the relevant Agent and the Subordinated Debt
Instrument Holders in accordance with Condition 18, and upon the next Interest Payment Date following expiry of such notice
shall redeem all (but not some only) of the Subordinated Debt Instruments at their outstanding principal amount (plus
accrued interest, if any) unless otherwise specified in the relevant Pricing Supplement. 
 
The notice referred to above shall specify the Subordinated Debt Instruments subject to redemption and the due date for
redemption. 
 
6.7          Purchases 
 
MGL may only purchase Subordinated Debt Instruments which are to be included as part of MGL's 'eligible capital' for the
purposes of MGL's authority as a non-operating holding company under the Banking Act and issued by it in accordance with
this Condition 6.7 with the prior written approval of APRA having been obtained, unless those Subordinated Debt Instruments
are immediately on-sold to an unrelated third party (or a related party acting as custodian or funds manager for one or
more unrelated parties or as the responsible entity of a managed investment scheme (as defined in the Corporations Act), in
which case the approval of APRA is not required. 
 
The Issuer or any of its Related Entities may at any time purchase Debt Instruments, Coupons or Talons (provided that, in
the case of interest-bearing Bearer Debt Instruments, all unmatured Coupons and unexchanged Talons appertaining thereto are
attached or surrendered therewith) at any price in the open market or otherwise.  If the Issuer proposes to purchase Debt
Instruments by tender, such tender will be made available equally to all Debt Instrument Holders.  Such Debt Instruments
may be held, reissued, resold or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.  In this
Condition 6.7, "Related Entities" has the meaning given to that term in the Corporations Act. 
 
6.8          Cancellation 
 
All Debt Instruments redeemed or purchased for cancellation by or on behalf of the Issuer, will forthwith be surrendered
for cancellation to any Paying Agent (in the case of Bearer Debt Instruments) or the Registrar or the Transfer Agent (in
the case of Registered Debt Instruments which are certificated) and must be surrendered together with, in the case of
interest-bearing Bearer Debt Instruments, all unmatured Coupons and unexchanged Talons and accordingly may not be reissued
or resold.  All such Debt Instruments will be cancelled forthwith (together with all such Coupons and Talons) and the
Issuer's obligations in respect of such Debt Instruments shall be discharged upon such cancellation. 
 
6.9          Zero Coupon Debt Instruments 
 
In the case of Zero Coupon Debt Instruments (unless otherwise specified in the relevant Pricing Supplement), the Early
Redemption Amount will be an amount ("Amortised Face Amount") equal to the sum of: 
 
(a)          the Reference Price (as defined in the relevant Pricing Supplement); and 
 
(b)          the product of the Accrual Yield (as defined in the relevant Pricing Supplement) (compounded annually unless
otherwise specified in the relevant Pricing Supplement) being applied to the Reference Price (as defined in the relevant
Pricing Supplement) from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case
may be) the date upon which such Debt Instrument becomes due and repayable. 
 
Where such calculation is to be made for a period which is not a whole number of years, it shall be made on the basis of a
360-day year consisting of 12 months of 30 days each or such other calculation basis as may be specified in the relevant
Pricing Supplement. 
 
7              Payments 
 
7.1          Payments - Bearer Debt Instruments 
 
7.1.1       Payment of amounts other than interest 
 
Payment of amounts (other than interest) due in respect of Bearer Debt Instruments (other than definitive Bearer Debt
Instruments held through the CMU Service ("CMU Debt Instruments")) will be made against presentation and surrender of the
Debt Instrument, at the specified office of any Paying Agent. 
 
7.1.2       Payment of amounts in respect of interest on Bearer Debt Instruments 
 
Payment of amounts due in respect of interest on Bearer Debt Instruments (other than CMU Debt Instruments) will be made: 
 
(a)           in the case of a Debt Instrument without Coupons attached thereto at the time of its initial delivery,
against presentation of the relevant Debt Instrument at the specified office of any Paying Agent outside (unless Condition
7.1.4 applies) the United States; and 
 
(b)          in the case of a Debt Instrument delivered with Coupons attached thereto at the time of its initial delivery,
against presentation and surrender of the relevant Coupon or, in the case of interest due otherwise than on a scheduled
Interest Payment Date, against presentation of the relevant Bearer Debt Instrument, in either case at the specified office
of any Paying Agent outside (unless Condition 7.1.4 applies) the United States. 
 
7.1.3       Payment of amounts in respect of CMU Debt Instruments 
 
In the case of CMU Debt Instruments, payment will be made to the person for whose account interests in the relevant
definitive Bearer Debt Instrument are credited as being held through the CMU Service in accordance with the CMU Rules at
the relevant time as notified to the CMU Lodging Agent by the CMU Service in a relevant CMU Instrument Position Report or
any relevant notification by the CMU Service, which notification, in either case, shall be conclusive evidence of the
records of the CMU Service as to the identity of any accountholder and the principal amount of any Debt Instrument credited
to its account (save in the case of manifest error) and payment made in accordance thereof shall discharge the obligations
of the Issuer in respect of that payment. 
 
7.1.4       Payment at specified office in the United States 
 
Except as provided below, payment of amounts due in respect of interest on Bearer Debt Instruments and exchanges of Talons
for Coupon sheets in accordance with Condition 7.1.5 will not be made at any specified office of any Paying Agent in the
United States.  Notwithstanding the foregoing, if any amount of principal and/or interest in respect of this Debt
Instrument is payable in U.S. Dollars, such U.S. Dollar payments of principal and/or interest in respect of this Debt
Instrument will be made at the specified office of a Paying Agent in the United States if: 
 
(a)           the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable
expectation that such Paying Agents would be able to make payment in U.S. Dollars at such specified offices outside the
United States of the full amount of principal and interest on the Debt Instruments in the manner provided above when due; 
 
(b)          payment of the full amount of such principal and interest at all such specified offices outside the United
States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or
receipt of principal and interest in U.S. Dollars; and 
 
(c)           such payment is then permitted under United States law without involving, in the opinion of the Issuer,
adverse tax consequences to the Issuer. 
 
If paragraphs (a) and (b) apply, the Issuer shall forthwith appoint a Paying Agent with a specified office in New York
City. 
 
7.1.5       Unmatured Coupons and unexchanged Talons 
 
Each Bearer Debt Instrument initially delivered with Coupons attached thereto should be presented and surrendered for final
redemption together with all unmatured Coupons and Talons appertaining thereto (if any), failing which: 
 
(a)           in the case of Bearer Debt Instruments which are Fixed Rate Debt Instruments (and unless otherwise specified
in the relevant Pricing Supplement), the amount of any missing unmatured Coupons (or, in the case of a payment not being
made in full, that portion of the amount of such missing unmatured Coupon which the redemption amount paid bears to the
total redemption amount due) (excluding, for this purpose, but without prejudice to paragraph (c) below, Talons) will be
deducted from the amount otherwise payable on such final redemption.  The amount so deducted will be paid against surrender
of the relevant Coupon at the specified office of the I&P Agent at any time within five years of the Relevant Date
applicable to payment of such final redemption amount.  The "Relevant Date" is the earlier of: 
 
(i)            the date on which all amounts due in respect of the Debt Instrument have been paid; and 
 
(ii)           the date on which the full amount of the moneys payable has been received by the I&P Agent, in the case of a
Bearer Debt Instrument, or the Registrar, in the case of a Registered Debt Instrument, and notice to that effect has been
given to the Debt Instrument Holders in accordance with Condition 18; 
 
(b)          in the case of Bearer Debt Instruments which are Floating Rate Debt Instruments, Indexed Interest Amount Debt
Instruments or Indexed Redemption Amount Debt Instruments, (or otherwise where specified in the relevant Pricing
Supplement), all unmatured Coupons (excluding, for this purpose, but without prejudice to paragraph (c) below, Talons)
relating to such Bearer Debt Instruments (whether or not attached) shall become void and no payment shall be made
thereafter in respect of them; 
 
(c)           in the case of Bearer Debt Instruments initially delivered with Talons attached thereto, all unmatured Talons
(whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of
them; and 
 
(d)          in the case of Bearer Debt Instruments which bear interest at a floating rate or rates, or where such a Bearer
Debt Instrument is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it,
redemption shall be made only against the provision of such indemnity as the Issuer may require. 
 
The provisions of paragraph (a) of this Condition 7.1.5 notwithstanding, if any Bearer Debt Instruments are issued with a
Maturity Date and a fixed rate or fixed rates of interest such that on the presentation for payment of any such Bearer Debt
Instrument without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (a) to
be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such
Bearer Debt Instrument, such unmatured Coupons (whether or not attached) shall become void (and no payment shall be made in
respect thereof) as shall be required so that, upon application of the provisions of paragraph (a) in respect of such
Coupons as have not so become void, the amount required by paragraph (a) to be deducted would not be greater than the
amount otherwise due for payment.  Where the application of the foregoing sentence requires some but not all of the
unmatured Coupons relating to a Bearer Debt Instrument to become void, the I&P Agent shall determine which unmatured
Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons
maturing on earlier dates. 
 
7.1.6       Exchange of Talons 
 
In relation to Bearer Debt Instruments initially delivered with Talons attached thereto, on or after the due date for the
payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon
sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 7.1.4 applies) the United
States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of
Condition 10 below.  Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for payment
of interest on which the final Coupon comprised in the relative Coupon sheet matures. 
 
7.1.7       United States 
 
For the purpose of these Conditions, "United States" means the United States of America (including the States thereof and
the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands). 
 
7.1.8       Payment Business Day 
 
If the due date for payment of an amount in respect of a Bearer Debt Instrument is not a Payment Business Day (as defined
in Condition 7.4), then the Debt Instrument Holder will not be entitled to payment of such amount until the next day which
is a Payment Business Day (as defined in Condition 7.4) and no further payment on account of interest or otherwise shall be
due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with these Conditions,
in which event interest shall continue to accrue as provided in Condition 5.5(d). 
 
7.2          Payments - Registered Debt Instruments 
 
7.2.1       Payment of principal in respect of Registered Debt Instruments 
 
Payment of principal (which for this purpose shall include any final redemption amount) due in respect of Registered Debt
Instruments will be made to the Debt Instrument Holder (or, in the case of joint Debt Instrument Holders, the first named)
as appearing in the Register as at opening of business (local time in the place of the specified office of the Registrar or
the specified office of the Transfer Agent) on the fifteenth (eighth, if the specified office of the Registrar or the
specified office of the Transfer Agent is located in Sydney or Melbourne) Relevant Banking Day before the due date for such
payment and (if in certificated form) against presentation and, save in the case of partial payment of the amount due upon
final redemption by reason of insufficiency of funds, surrender of the relevant Certificate at the specified office of the
Registrar or the specified office of the Transfer Agent. 
 
7.2.2      Payment of interest in respect of Registered Debt Instruments 
 
Payment of interest due in respect of Registered Debt Instruments will be paid to the Debt Instrument Holder (or, in the
case of joint Debt Instrument Holders, the first named) as appearing in the Register as at opening of business (local time
in the place of the specified office of the Registrar or the specified office of the Transfer Agent) on the fifteenth
(seventh, if the specified office of the Registrar or the specified office of the Transfer Agent is located in Sydney or
Melbourne) Relevant Banking Day before the due date for such payment ("Record Date"). 
 
"Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) in the place where the specified office of the Registrar and the specified office of the
Transfer Agent is located. 
 
7.2.3       Payment in respect of Registered Debt Instrumentsheld through the CMU Service 
 
In the case of Registered Debt Instruments held through the CMU Service, payment will be made to the person for whose
account interests in the relevant Registered Debt Instrument are credited as being held through the CMU Service in
accordance with the CMU Rules at the relevant time as notified to the CMU Lodging Agent by the CMU Service in a relevant
CMU Instrument Position Report or any relevant notification by the CMU Service, which notification, in either case, shall
be conclusive evidence of the records of the CMU Service as to the identity of any accountholder and the principal amount
of any Debt Instrument credited to its account (save in the case of manifest error) and payment made in accordance thereof
shall discharge the obligations of the Issuer in respect of that payment. 
 
7.2.4      Manner of payments pursuant to Condition 7.2.2 
 
Notwithstanding the provisions of Condition 7.4, payments in respect of Registered Debt Instruments pursuant to Condition
7.2.2 will be made by cheque and posted to the address (as recorded in the Register) of the Debt Instrument Holder (or, in
the case of joint Debt Instrument Holders, the first-named) on the relevant due date for payment unless prior to the
relevant Record Date the Debt Instrument Holder (or, in the case of joint Debt Instrument Holders, the first-named) has
applied to the Registrar and the Registrar has acknowledged such application for payment to be made to a designated account
in the relevant currency. 
 
7.3          Payment due on a non-Payment Business Day 
 
If the due date for payment of the final redemption amount or interest due in respect of any Registered Debt Instrument is
not a Payment Business Day (as defined in Condition 7.4), then the Debt Instrument Holder of such Registered Debt
Instrument will not be entitled to payment thereof until the next day which is a Payment Business Day and no further
payment on account of principal or interest or otherwise shall be due in respect of such postponed payment unless there is
a subsequent failure to pay in accordance with these Conditions, in which event interest shall continue to accrue as
provided in Condition 5.5(d). 
 
7.4          Payments - general provisions 
 
Subject to Condition 7.2.4, payments of amounts due (whether principal, redemption amount, interest or otherwise) in
respect of Debt Instruments will be made as follows: 
 
(a)           payments in a Specified Currency other than Euro or Renminbi will be made by transfer to an account in the
relevant Specified Currency (which, in the case of a payment in Yen to a non-resident of Japan, shall be a non-resident
account) maintained by the payee with, or by a cheque in such Specified Currency drawn on, a bank (which, in the case of a
payment in Yen to a non-resident of Japan, shall be an authorised foreign exchange bank) in the principal financial centre
of the country of such Specified Currency, provided however that no payment may be made by transfer of funds to an account
maintained in the United States or by cheque mailed to an address in the United States; 
 
(b)          payments in Renminbi will be made by transfer to a Renminbi bank account maintained in Hong Kong by or on
behalf of a payee with a bank; and 
 
(c)           payments in respect of definitive Debt Instruments in Euro will be made by credit or transfer to a Euro
account (or any other account to which Euro may be credited or transferred) specified by the payee or at the option of the
payee, by a Euro cheque. 
 
Payments will, without prejudice to the provisions of Condition 8, be subject in all cases to any applicable fiscal or
other laws, regulations and directives and the administrative practices and procedures of fiscal and other authorities in
relation to tax, anti-money laundering and other requirements which may apply to payments of amounts due (whether
principal, redemption amount, interest or otherwise) in respect of Debt Instruments.  In particular, if any withholding or
deduction is required under the Foreign Account Taxation Compliance Act provisions, sections 1471 through to 1474 of the US
Internal Revenue Code of 1986 (including any regulations or official interpretations issued, agreements entered into or any
law implementing an international intergovernmental approach with respect thereto) ("FATCA"), or is required pursuant to
any taxing authority of the United States or any political subdivision thereof, in the case of any Registered Debt
Instrument that may give rise to US Source Interest (as defined in Condition 8) the Issuer will not be required to pay any
additional amount under Condition 8 on account of such withholding or deduction.  No commission or expenses shall be
charged to the Debt Instrument Holders or Couponholders (if any) in respect of such payments.  For the avoidance of doubt,
the provisions of Condition 8 in relation to the payment of Additional Amounts (as defined in Condition 8) only apply in
respect of withholdings or deductions of Taxes (as defined in Condition 8) required by law and imposed or levied by or on
behalf of Australia or Victoria or any political subdivision thereof or any authority therein or thereof having power to
tax or, in the case of Debt Instruments issued by the Issuer acting through an establishment located outside Australia,
Taxes imposed or levied by or on behalf of the country in which such establishment is located or any political subdivision
thereof or any authority therein or thereof having power to tax and the provisions of Condition 8 do not apply to
withholding or deductions made for or on account of FATCA. 
 
In these Conditions, unless otherwise specified in the relevant Pricing Supplement, "Payment Business Day" means any day
which is both: 
 
(i)            a day on which commercial banks and foreign exchange markets settle payments in the relevant place of
presentation and (in the case of a payment in Euro) on which banks are open for business and carrying out transactions in
Euro in the jurisdiction in which the Euro account specified by the payee is located; and 
 
(ii)           a Business Day (as defined in Condition 5.7). 
 
7.5          Interpretation of Principal and Interest 
 
Any reference in these Conditions to principal in respect of the Debt Instruments shall be deemed to include, as
applicable: 
 
(a)          any Additional Amounts which may be payable with respect to principal under Condition 8; 
 
(b)         the Maturity Redemption Amount of the Debt Instruments; 
 
(c)          the Early Redemption Amount (Call) of the Debt Instruments; 
 
(d)         the Early Redemption Amount (Put) of the Debt Instruments; 
 
(e)          the Early Redemption Amount (Tax) of the Debt Instruments; 
 
(f)          the Early Redemption Amount (Default) of the Debt Instruments; 
 
(g)         in relation to Zero Coupon Debt Instruments, the Amortised Face Amount; and 
 
(h)         any premium and any other amounts which may be payable by the Issuer under or in respect of the Debt
Instruments. 
 
Any reference in these Conditions to interest in respect of the Debt Instruments shall be deemed to include, as applicable,
any Additional Amounts which may be payable with respect to interest under Condition 8. 
 
8              Taxation 
 
All payments by the Issuer (in respect of principal, redemption amount or interest) in respect of the Debt Instruments or
Coupons 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 ("Taxes") imposed or levied by or on behalf of
Australia or Victoria or any political subdivision thereof or any authority therein or thereof having power to tax or, in
the case of Debt Instruments issued by the Issuer acting through an establishment located outside Australia, Taxes imposed
or levied by or on behalf of the country in which such establishment is located or any political subdivision thereof or any
authority therein or thereof having power to tax, or in the case of Registered Debt Instruments that may give rise to US
Source Interest (as defined below), Taxes imposed or levied by or on behalf of the United States or any political
subdivision thereof or any authority therein or thereof having the power to tax, unless in each case such withholding or
deduction of such Taxes is required by law or made for or on account of FATCA.  In that event, the Issuer will pay such
additional amounts ("Additional Amounts") as may be necessary in order that the net amounts received by the Debt Instrument
Holders and Couponholders after such withholding or deduction shall equal the respective amounts which would otherwise have
been receivable in respect of the Debt Instruments or, as the case may be, Coupons in the absence of such withholding or
deduction; except that no Additional Amounts are payable in relation to any payment in respect of any Debt Instrument or
Coupon: 
 
(a)           to, or to a third party on behalf of, a Debt Instrument Holder who is liable to such Taxes in respect of such
Debt Instrument or Coupon by reason of his having some connection with Australia or Victoria or the country in which such
establishment is located other than the mere holding of such Debt Instrument or Coupon or receipt of principal or interest
in respect thereof or could have lawfully avoided (but has not so avoided) such liability by providing or procuring that
any third party provides the Debt Instrument Holder's TFN and/or ABN or evidence that the Debt Instrument Holder is not
required to provide a TFN and/or ABN to the Issuer or, in the case of Debt Instruments issued by the Issuer acting through
an establishment located outside Australia, satisfies similar requirements or otherwise provides details of the Debt
Instrument Holder's name and address to the Issuer; 
 
(b)          to, or to a third party on behalf of, a Debt Instrument Holder who could lawfully avoid (but has not so
avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory
requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for
exemption to any tax authority in the place where the Debt Instrument is presented for payment; 
 
(c)           where the Debt Instrument or Coupon is presented for payment more than 30 days after the Relevant Date except
to the extent that a Debt Instrument Holder would have been entitled to Additional Amounts on presenting the same for
payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a
Business Day; 
 
(d)          to, or to a third party on behalf of, a Debt Instrument Holder who is liable to the Taxes in respect of the
Debt Instrument or Coupon by reason of the Debt Instrument Holder being an associate of the Issuer for the purposes of
section 128F(9) of the Income Tax Assessment Act 1936 of Australia (as amended) ("AustralianTax Act"); 
 
(e)           in a case where the Issuer receives a notice or direction under section 260-5 of Schedule 1 to the Taxation
Administration Act 1953 of Australia, section 255 of the Australian Tax Act or any analogous provisions, any amounts paid
or deducted from sums payable to a PD Debt Instrument Holder by the Issuer in compliance with such notice or direction on
account of any Taxes or charges payable by the Issuer; 
 
(f)           where the Debt Instrument or Coupon is presented for payment, where such withholding or deduction is imposed
on a payment and is required to be made pursuant to European Council Directive 2003/48/EC (as may be amended) or any other
European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; 
 
(g)          where the Debt Instrument or Coupon is presented for payment by or on behalf of a Debt Instrument Holder or
Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Debt Instrument or
Coupon (as the case may be) to another Paying Agent in a Member State of the European Union; 
 
(h)          where such withholding or deduction is due to Taxes imposed or levied by or on behalf of the United States, or
any political subdivision thereof or any authority therein or thereof having power to tax under the United States; 
 
(i)            where such withholding or deduction is made for, or on account of, FATCA (as withheld or deducted by the
Issuer, an Agent or any other party); or 
 
(j)            in such other circumstances as may be specified in the relevant Pricing Supplement. 
 
"Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys
payable has not been duly received by the I&P Agent on or before the due date, it means the date on which, the full amount
of such moneys having been so received, notice to that effect is duly given to the Debt Instrument Holders in accordance
with Condition 18. 
 
"US Source Interest" means interest, as defined under U.S. tax principles (including original issue discount) paid on
Registered Debt Instruments which may be treated as interest paid by a U.S. trade or business for U.S. federal income tax
purposes. 
 
9              Events of Default 
 
9.1          Events of Default - Unsubordinated Debt Instruments 
 
If any of the events of default specified below occur, then by notice to the Issuer at the specified office of the I&P
Agent, effective upon receipt of such notice by the I&P Agent, (1) in the case of the event of default specified in
paragraphs (a), (d), (e), (f), (g) or (h) any holder of Unsubordinated Debt Instruments may declare that all the
Unsubordinated Debt Instruments held by that Debt Instrument Holder are immediately due and repayable, or (2) in any case,
holders of not less than 25% of the outstanding Unsubordinated Debt Instruments of a Series may declare that all the
Unsubordinated Debt Instruments of that Series are immediately due and repayable.  The events of default in respect of the
Unsubordinated Debt Instruments are: 
 
(a)           (non-payment) the Issuer fails to pay any principal or any interest in respect of the Unsubordinated Debt
Instruments or the relevant Series or any of them within 14 days of the relevant due date; or 
 
(b)          (other obligations) the Issuer defaults in performance or observance of or compliance with any of its other
obligations set out in the Unsubordinated Debt Instruments which default is incapable of remedy or, if capable of remedy,
is not remedied within 21 Business Days after notice requiring such default to be remedied shall have been given to the
Issuer by the Debt Instrument Holder; or 
 
(c)           (illegality) it is or will become unlawful for the Issuer to perform or comply with any one or more of its
obligations under the Unsubordinated Debt Instruments or the Agency Agreement; or 
 
(d)          (winding-up) an application (other than a frivolous or vexatious application or an application which is
discharged or stayed within 21 Business Days) or an order is made for the winding-up of the Issuer or a resolution is
passed for the winding-up of the Issuer other than for the purposes of a solvent reconstruction or amalgamation; or 
 
(e)           (receiver) a receiver, receiver and manager, administrator, liquidator, official manager, trustee or similar
officer is appointed in respect of all or any part of the assets of the Issuer and such appointment is not terminated
within 21 Business Days; or 
 
(f)           (cessation of business) the Issuer ceases or threatens to cease to carry on its business or ceases or
threatens to cease payment of its debts generally; or 
 
(g)          (insolvency) the Issuer is unable to pay its debts when they fall due or is deemed unable to pay its debts
under any applicable legislation (other than as the result of a failure to pay a debt or claim which is the subject of a
good faith dispute); or 
 
(h)          (arrangement or composition) the Issuer makes or enters into (i) a readjustment or rescheduling of its
indebtedness with creditors generally or (ii) an assignment for the benefit of, or an arrangement or composition with, its
creditors generally, in each case, other than for the purposes of a reconstruction, amalgamation, reorganisation or merger
where the Issuer is solvent. 
 
Upon any such notice being given to the Issuer, such Unsubordinated Debt Instrument shall immediately become due and
payable at its Early Redemption Amount (Default). 
 
9.2          Events of Default - Subordinated Debt Instruments 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 9.2
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 9.2 will be set out in the relevant Pricing Supplement. 
 
If either of the events of default specified below occur, then, subject to Condition 9.3(b), by notice to the Issuer at the
specified office of the I&P Agent, effective upon receipt of such notice by the I&P Agent, (1) any holder of Subordinated
Debt Instruments may declare that all the Subordinated Debt Instruments held by that Debt Instrument Holder are immediately
due and repayable, or (2) holders of not less than 25% of the outstanding Subordinated Debt Instruments of a Series may
declare that all the Subordinated Debt Instruments of that Series are immediately due and repayable.  The events of default
in respect of the Subordinated Debt Instruments are: 
 
(a)           the Issuer fails to pay any amount of principal in respect of the Subordinated Debt Instruments of the
relevant Series or any of them within 14 days of the relevant due date or fails to pay any amount of interest in respect of
the Subordinated Debt Instruments of the relevant Series or any of them within 30 days of the relevant due date.  For the
avoidance of doubt, if the condition to payment in Condition 4.2(b) is not satisfied, then the Issuer is not obliged to
make payment and, accordingly, no amount is due and the event of default in this paragraph (a) cannot occur; or 
 
(b)          an order is made or an effective resolution is passed for the winding-up of the Issuer. 
 
9.3          Subordinated Debt Instruments - Remedies 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, the terms of this Condition 9.3
are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt
Instruments.  Any amendment to this Condition 9.3 will be set out in the relevant Pricing Supplement. 
 
(a)           In the event of the occurrence of either of the Events of Default set out above in Condition 9.2 (a) or (b),
then in addition to giving notice under Condition 9.2, the holder of any Subordinated Debt Instruments of the relevant
Series may, subject to paragraph (b) below, institute proceedings for a winding-up or liquidation of the Issuer or, subject
to Condition 4.2(e), for proving or claiming in any winding-up or liquidation of the Issuer; and 
 
(b)          no remedy against the Issuer (including, without limitation, any right to sue for a sum of damages which has
the same economic effect of an acceleration of the Issuer's payment obligations), other than the institution of proceedings
for winding-up or liquidation or, subject to Condition 4.2(e), for proving or claiming in any winding-up or liquidation of
the Issuer, shall be available to the holders of any Subordinated Debt Instruments for the recovery of amounts owing in
respect of the Subordinated Debt Instruments or in respect of any breach by the Issuer of any obligation, condition or
provision binding on the Issuer under the terms of the Subordinated Debt Instruments.  In particular, no holders of any
Subordinated Debt Instruments shall be entitled to exercise any right of set-off or counterclaim which may be available to
the Debt Instrument Holder against amounts owing by the Issuer in respect of such Subordinated Debt Instruments (whether
prior to, or following, any bankruptcy, liquidation, winding-up or sequestration of the Issuer). 
 
10           Prescription 
 
Claims against the Issuer for payment in respect of the Debt Instruments or Coupons (which, for this purpose, shall not
include Talons) will be prescribed and become void unless made within ten years (in the case of principal) or five years
(in the case of interest) from the appropriate Relevant Date. 
 
11            Replacement of Debt Instruments, Coupons and Talons 
 
Should any Debt Instrument, Coupon, Talon or Certificate be lost, stolen, mutilated, defaced or destroyed it may be
replaced at the specified office of any Paying Agent (in the case of Bearer Debt Instruments, Coupons and Talons) or the
Registrar (in the case of Registered Debt Instruments in certified form), subject to all applicable laws, upon payment by
the claimant of the expenses incurred in connection therewith and on such terms as to evidence, security, indemnity and
otherwise as the Issuer or the I&P Agent may require.  Mutilated or defaced Debt Instruments, Coupons or Talons must be
surrendered before replacements will be issued. 
 
12            Currency Indemnity 
 
The Specified Currency is, unless otherwise specified in the relevant Pricing Supplement, the sole currency of account and
payment for all sums payable by the Issuer in respect of the Debt Instruments, including damages.  Any amount received or
recovered in a currency other than the Specified Currency (whether as a result of, or on the enforcement of, a judgment or
order of a court of any jurisdiction or otherwise) by any Debt Instrument Holder in respect of any sum expressed to be due
to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the Specified Currency
which such Debt Instrument Holder is able to purchase with the amount so received or recovered in that other currency on
the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so).  If that amount is less than the amount in the Specified Currency expressed to be due to
any Debt Instrument Holder in respect of such Debt Instrument the Issuer shall indemnify each such Debt Instrument Holder
against any cost of making such purchase which is reasonably incurred.  These indemnities constitute a separate and
independent obligation from the Issuer's other obligations, shall give rise to a separate and independent cause of action,
shall apply irrespective of any indulgence granted by any Debt Instrument Holder and shall continue in full force and
effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due in respect of the Debt
Instruments or any judgment or order.  Any such loss aforesaid shall be deemed to constitute a loss suffered by the
relevant Debt Instrument Holder and no proof or evidence of any actual loss will be required by the Issuer. 
 
13            Further Issues 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, any further issue of Subordinated
Debt Instruments of that Series under this Condition 13 is subject to the prior written approval of APRA having been
obtained before such further issue. 
 
The Issuer may from time to time without the consent of the Debt Instrument Holders (or any of them) create and issue
further Debt Instruments forming a single Series with any existing Debt Instruments either having the same terms and
conditions as such Debt Instruments in all respects or in all respects except in connection with the Issue Date, Interest
Commencement Date and the amount of the first payment of interest (if any) and so that the same shall be consolidated and
form a single Series with the outstanding Debt Instruments. 
 
14           Agents 
 
The Agents and their initial specified offices are as set out in the Base Prospectus.  The Issuer reserves the right at any
time to terminate the appointment of any Agent or to appoint additional or other Agents, provided that it will maintain: 
 
(a)           an I&P Agent; 
 
(b)          for so long as any Debt Instruments are admitted to listing, trading and/or quotation by any listing
authority, stock exchange and/or quotation system, maintain a Paying Agent in London and/or such other place as may be
required by such listing authority, stock exchange and/or quotation system; 
 
(c)           for so long as any Registered Debt Instruments are listed, a Transfer Agent; 
 
(d)          a Registrar maintaining the Register in such city as is specified in the relevant Pricing Supplement; and 
 
(e)           a Paying Agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European
Council Directive 2003/48/EC (as may be amended) or any other European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying
with, or introduced in order to conform to, such Directive. 
 
Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it
shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to
the Debt Instrument Holders in accordance with Condition 18. 
 
15            Exchange of Talons 
 
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any)
forming part of such Coupon sheet may be surrendered at the specified office of the I&P Agent or any other Paying Agent in
exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the
final date for the payment of interest due in respect of the Debt Instrument to which it appertains) a further Talon,
subject to the provisions of Condition 10.  Each Talon shall, for the purposes of these Conditions, be deemed to mature on
the Interest Payment Date on which the final Coupon comprised in the Coupon sheet in which that Talon was included on issue
matures. 
 
16           Modification and waiver 
 
16.1        Meetings of Debt Instrument Holders 
 
The Agency Agreement contains provisions for convening meetings of the Debt Instrument Holders to consider any matter
affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or any of the
provisions of the Agency Agreement.  The quorum at any meeting for passing an Extraordinary Resolution will be two or more
persons present holding or representing in the aggregate at least 51% in principal amount of the Debt Instruments for the
time being outstanding except that at any meeting the business of which includes the modification of certain of these
Conditions the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding or
representing in the aggregate at least 75% in principal amount of the Debt Instruments for the time being outstanding, or
at any adjourned meeting two or more persons present whatever the principal amount of the Debt Instruments held or
represented by them, except that at any adjourned meeting, the business of which includes the modification of certain of
these Conditions, the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding
or representing in the aggregate not less than 51% of the principal amount of the Debt Instruments for the time being
outstanding.  An Extraordinary Resolution passed at any meeting of the Debt Instrument Holders will be binding on all Debt
Instrument Holders, whether or not they are present at the meeting, and on all Couponholders. 
 
16.2        Modification and Waiver 
 
The Issuer may, without the consent of the Debt Instrument Holders or Couponholders, make any modification of any of these
Conditions or any of the provisions of the Agency Agreement which is not materially prejudicial to the interests of the
Debt Instrument Holders or to any modification which is of a formal, minor or technical nature or to correct a manifest
error. 
 
The Issuer will not make any modification to the conditions of any Subordinated Debt Instrument which impact upon the
eligibility of the Subordinated Debt Instrument for inclusion as part of the regulatory capital of the Issuer for the
purposes of any prudential standard, prudential regulation or other requirement of APRA which is applicable to the Issuer
without the prior written consent of APRA having been obtained. 
 
16.3        Notification 
 
Any modification, waiver or authorisation shall be binding on the Debt Instrument Holders and the Couponholders and any
modification shall be notified by the Issuer to the Debt Instrument Holders as soon as practicable thereafter in accordance
with Condition 18. 
 
17            Substitution 
 
In the case of Subordinated Debt Instruments issued by MGL which are to be included as part of MGL's 'eligible capital' for
the purposes of MGL's authority as a non-operating holding company under the Banking Act, MGL may only exercise its rights
under this Condition 17 with the prior written approval of APRA. 
 
17.1        Substitution 
 
The Issuer may, without the consent of the relevant Debt Instrument Holders, substitute any of the Issuer's wholly owned
Subsidiaries for the Issuer as the principal debtor in respect of all obligations arising from or in connection with the
relevant Debt Instruments ("Relevant Debt Instruments") ("Substituted Issuer").  The Issuer may only do this if: 
 
(a)           the Substituted Issuer assumes all of the obligations of the Issuer under the Relevant Debt Instruments and
(if applicable) the Agency Agreement and the Master Deed of Covenant; 
 
(b)          the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted
Issuer; 
 
(c)           the Substituted Issuer has obtained all necessary authorisations to assume such obligations; 
 
(d)           the Substituted Issuer has, if necessary, appointed an agent for the service of process in New South Wales or
England (as the case may be); 
 
(e)           there have been delivered to the I&P Agent opinions of lawyers of recognised standing in: 
 
(i)            New South Wales and Australia or England (as the case may be); and 
 
(ii)           the place of incorporation of the Substituted Issuer, 
 
which are collectively to the effect that: 
 
(iii)          the matters referred to in paragraphs (a), (b) and (c) above have been satisfied; 
 
(iv)          the Substituted Issuer is validly existing; 
 
(v)           the obligations assumed by the Substituted Issuer are valid and binding on it; 
 
(vi)          the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer;
and 
 
(vii)         the choice of governing law and submission to jurisdiction are valid; and 
 
(f)           the Relevant Debt Instruments continue to have a credit rating from at least one internationally recognised
rating agency at least equal to the relevant rating from that rating agency immediately prior to the substitution. 
 
17.2        Notice 
 
The Substituted Issuer must give notice of any substitution made under this Condition 17 to the relevant Debt Instrument
Holders in accordance with Condition 18.  The notice must provide the contact details of the Substituted Issuer for the
purposes of receiving notices under Condition 18. 
 
17.3        Effective Date 
 
A substitution under this Condition 17 takes effect on and from the date specified in the notice given under Condition 17.2
("Effective Date"), which must be a date not earlier than the date on which the notice is given. 
 
17.4        Effect of substitution 
 
On, and with effect from, the Effective Date: 
 
(a)           the Substituted Issuer shall assume all of the obligations of the Issuer with respect to the Relevant Debt
Instruments (whether accrued before or after the Effective Date); 
 
(b)          the Issuer shall be released from all of its obligations as principal debtor under the Relevant Debt
Instruments; and 
 
(c)           any reference in the Conditions of the Relevant Debt Instruments to: 
 
(i)            the Issuer shall from then on be deemed to refer to the Substituted Issuer; and 
 
(ii)           the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed
to refer to the country of domicile or residence for tax purposes of the Substituted Issuer. 
 
17.5        No regard to consequences of substitution 
 
In connection with any substitution effected pursuant to this Condition 17, neither the Issuer nor any Substituted Issuer
need have any regard to the consequences of any such substitution for individual Debt Instrument Holders resulting from
their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any
particular territory and no Debt Instrument Holder shall be entitled to claim from the Issuer or any Substituted Issuer
under the Debt Instruments any indemnification or payment in respect of any tax or other consequences arising from such
substitution. 
 
18           Notices 
 
18.1        Bearer Debt Instruments 
 
All notices regarding Bearer Debt Instruments shall be published in a leading English language daily newspaper of general
circulation in the place specified in the relevant Pricing Supplement or, so long as those Debt Instruments are listed on a
stock exchange, shall be published in accordance with the rules of that stock exchange.  Any such notice will be deemed to
have been given on the date of the first publication or, where required to be published in more than one newspaper, on the
date of the first publication in all the required newspapers.  Couponholders shall be deemed for all purposes to have
notice of any notice given to Debt Instrument Holders in accordance with this Condition. 
 
Notices to be given by any Bearer Debt Instrument Holder shall be in writing and given by lodging the same, together with
the relative Bearer Debt Instrument or Bearer Debt Instruments with the Issuer. 
 
18.2        Registered Debt Instruments 
 
All notices regarding the Registered Debt Instruments will be valid if sent by first class mail (or equivalent) or (if
posted to an overseas address) by air mail to the Registered Debt Instrument Holder (or, in the case of joint Debt
Instrument Holders, to the first-named in the Register) at their respective addresses as recorded in the Register, and will
be deemed to have been validly given on the fourth day after the date of such mailing 

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