REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 15

MacquarieAnnouncement

15/06/2016 07:05

- Part 15: For the preceding part double click  ID:nRSO2097Bn 

or, if posted from another country,
on the fifth such day. 
 
So long as Registered Debt Instruments are listed on a stock exchange, notices shall also 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. 
 
Notices to be given by any Registered Debt Instrument Holder shall be in writing and given by lodging the same, together
with the relative Registered Debt Instrument or Registered Debt Instruments with the Issuer and (if certificated) with the
Registrar. 
 
19           Governing law and jurisdiction 
 
19.1        Governing law 
 
The Agency Agreement is governed by, and shall be construed in accordance with, New South Wales law. 
 
The Debt Instruments and the Coupons are governed by, and shall be construed in accordance with, the law specified in the
relevant Pricing Supplement. 
 
19.2        Jurisdiction of the courts of New South Wales 
 
If the relevant Pricing Supplement specifies that the Debt Instruments and Coupons are governed by, and construed in
accordance with, New South Wales law, this Condition 19.2 applies. 
 
The courts of New South Wales are to have jurisdiction to settle any disputes which may arise out of or in connection with
the Debt Instruments and accordingly any legal action or proceedings arising out of or in connection with the Debt
Instruments ("Proceedings") may be brought in such courts.  The Issuer irrevocably submits to the jurisdiction of the
courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum.  These submissions are made for the benefit of each Debt Instrument
Holder and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor
shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not). 
 
19.3        Jurisdiction of the courts of England 
 
If the relevant Pricing Supplement specifies that the Debt Instruments and Coupons (and any non-contractual obligations
arising out of or in connection therewith) are governed by, and construed in accordance with, English law, this Condition
19.3 applies. 
 
(a)           The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection
with (including any non-contractual obligations arising out of or in connection therewith) the Debt Instruments and
accordingly any legal action or proceedings arising out of or in connection with the Debt Instruments ("Proceedings") may
be brought in such courts.  The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to
Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an
inconvenient forum.  These submissions are made for the benefit of each Debt Instrument Holder and shall not limit the
right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings
in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). 
 
(b)          MGL irrevocably appoints Macquarie Bank Limited, London Branch whose registered office is currently at
Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom.  If for any reason the Issuer does not have such a
branch in England, it will promptly appoint a process agent to receive service of process in any Proceedings in England
based on the Debt Instruments and notify the Debt Instrument Holders of such appointment in accordance with Condition 18 as
its agent in England to receive service of process in any Proceedings in England based on the Debt Instruments.  Nothing
herein shall affect the right to serve process in any other manner permitted by law. 
 
SCHEDULE B - FORM OF PRICING SUPPLEMENT 
 
THIS FORM OF PRICING SUPPLEMENT WILL BE ISSUED IN RESPECT OF DEBT INSTRUMENTS WHICH ARE NOT ADMITTED TO THE OFFICIAL LIST
OF THE FINANCIAL CONDUCT AUTHORITY OR TO ANY OTHER EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE
EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE.  THE FORM OF PRICING SUPPLEMENT HAS NOT BEEN REVIEWED
OR APPROVED BY THE UK LISTING AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE. 
 
PRICING SUPPLEMENTDATED [insert date] 
 
MACQUARIE GROUP LIMITED 
 
(ABN 94 122 169 279) 
 
(incorporated with limited liability in the Commonwealth of Australia) 
 
Issue of 
 
[specify Currency and Principal Amount of Tranche] 
 
[specify type ofDebt Instruments] due [specify Maturity Date] 
 
[specify current Programme Limit] 
 
DEBT INSTRUMENT PROGRAMME 
 
PART A - CONTRACTUAL TERMS 
 
[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions ("Conditions") set
forth in the Offering Circular dated  ●  [and the supplemental Offering Circular dated [insert date] ( together  "Offering
Circular")].  This document constitutes the Pricing Supplement of a Tranche of [describe type of Debt Instruments]
described herein ("Debt Instruments") and must be read in conjunction with such Offering Circular.  Full information on the
Issuer and the offer of the Debt Instruments is only available on the basis of the combination of the Pricing Supplement
and the Offering Circular.  [The Offering Circular [and the supplemental Offering Circular]  is   are  available for
viewing at  address   and   website  and copies may be obtained from  address .]] 
 
[[The following alternative language applies if the first tranche of an issue which is being increased was issued under an
Offering Circular with an earlier date] 
 
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions ("Conditions") set
forth in the [Offering Circular] dated [original date] ("[previous Offering Circular]") [and the supplemental [Offering
Circular] dated [insert date] ( together  "Offering Circular")]  This document constitutes the Pricing Supplement for the
[describe type of Debt Instruments] described herein ("Debt Instruments") and must be read in conjunction with the Offering
Circular [and the supplemental Offering Circular] dated [insert date] [and [insert date]] save in respect of the Conditions
which are extracted from the [previous Offering Circular] and are attached hereto.  [The Offering Circular [and the
supplemental Offering Circular]  is   are  available for viewing at  address   and   website  and copies may be obtained
from  address .]] 
 
[Include whichever of the following apply or specify as "Not Applicable".  Note that the numbering should remain as set out
below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for
completing the Pricing Supplement.] 
 
 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Issuer:                                                                                                                                                                                                                                                                                            Macquarie Group Limited                                                                                                                                                   
 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Fungible with existing Series:                                                                                                                                                                                                                                                                     [Specify date or state "Not Applicable"]                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (If fungible with an existing Series, details of that Series, including the date on which the Debt Instruments become fungible)                                                                                                                                                                                                                                                                                                                                              
 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Specified Currency [or Currencies]:                                                                                                                                                                                                                                                                [Specify currency or currencies(Condition 1.6)]                                                                                                                           
 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Aggregate Nominal Amount [of Debt Instruments admitted to trading]:                                                                                                                                                                                                                                 Specify                                                                                                                                                                  
 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Issue/Deposit Price:                                                                                                                                                                                                                                                                               [Specify percentage] per cent. of the Aggregate Nominal Amount [plus accrued interest from [specify date] (if applicable)][Specify whether "fully paid" or "partly paid"] 
 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Specified Denominations:                                                                                                                                                                                                                                                                           [Specify currency and amount(Condition 1.5).] [N.B. Where multiple denominations above  E100,000  or equivalent are being used the following sample wording should be     
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             followed: " E100,000  and integral multiples of  E1,000  in excess thereof up to and including  E199,000 . No Debt Instruments in definitive form will be issued with a   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             denomination above  E199,000 ."] [N.B. If an issue of Debt Instruments is (i) NOT admitted to trading on an European Economic Area ("EEA") exchange; and (ii) only offered 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             in the EEA in circumstances where a prospectus is not required to be published under the Prospectus Directive the  E100,000  minimum denomination is not required.] [Debt 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             Instruments (includingDebt Instruments denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom, or whose   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             issue otherwise constitutes a contravention of Section 19 FSMA, and which have a maturity of less than one year must have a minimum denomination of £100,000 (or its      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             equivalent in other Specified Currencies).] [If the Debt Instruments are admitted to trading on a regulated market in the EEA or are offered to the public in a Relevant  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             EEA State, then the equivalent denomination forDebt Instruments denominated in an EEA currency other than euro must be calculated in accordance with the requirements (if 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             any) in the Relevant EEA State.]                                                                                                                                          
 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        (i)    Issue/Deposit Date:                                                                                                                                                                                                                                                                        [Specify date]                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (ii)   Interest Commencement Date:                                                                                                                                                                                                                                                                [Specify date]                                                                                                                                                            
 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Maturity Date:                                                                                                                                                                                                                                                                                     [Specify date(see Condition 6.1)]                                                                                                                                         
 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Interest Basis:                                                                                                                                                                                                                                                                                    [ Specifypercentage % Fixed Rate]                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [[Specify reference rate] +/-  specifypercentage % Floating Rate]                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Zero Coupon]                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Index Linked Interest]                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Other (specify)]                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             (further particulars specified below)                                                                                                                                     
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Default Interest:                                                                                                                                                                                                                                                                                  [In the case of interest-bearing Debt Instruments, specify any default interest rate (Condition 5.5(d)) or state "Not Applicable"]                                        
 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Redemption Basis:                                                                                                                                                                                                                                                                                  [Redemption at par]                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Index Linked Redemption]                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Partly Paid]                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             [Other (specify)]                                                                                                                                                         
 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Change of Interest or Redemption / Payment Basis:                                                                                                                                                                                                                                                  [Specify details of any provision for convertibility of Debt Instruments into another interest or redemption/ payment basis.][Specify any change to Condition 5.5(d) in   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             relation to accrual of interest.]                                                                                                                                         
 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Put / Call Options:                                                                                                                                                                                                                                                                                [Applicable (further particulars specified below) / Not Applicable]                                                                                                       
 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      (i)    Status of the Debt Instruments:                                                                                                                                                                                                                                                             [Unsubordinated / Subordinated] [N.B. If nothing is specified, Debt Instruments will be unsubordinated.  If subordinated, specify provisions of such subordination        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             (Condition 4.1)]                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (ii)   Date  board  approval for issuance of Debt Instruments obtained:                                                                                                                                                                                                                            [Specify date]                                                                                                                                                            
 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Method of distribution:                                                                                                                                                                                                                                                                            [Syndicated / Non-syndicated]                                                                                                                                             
 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                         
 15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Fixed Rate Debt Instrument Provisions:                                                                                                                                                                                                                                                             [Applicable / Not Applicable] [See Condition 5.2. If not applicable, delete the remaining sub-paragraphs of this paragraph]                                               
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (i)        Interest Rate(s):                                                                                                                                                                                                                                                                        Specifypercentage  per cent. per annum [payable [annually / semi-annually / quarterly / monthly] in arrear]                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (ii)       Interest Payment Date(s):                                                                                                                                                                                                                                                               [Specify dates] in each year [adjusted in accordance with [specify Business Day Convention]]                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (iii)      Fixed Coupon Amount:                                                                                                                                                                                                                                                                    [Specify amount] per [specify amount] in Nominal Amount                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (iv)      Broken Amount:                                                                                                                                                                                                                                                                           Initial Broken Amount:  [specify currency and amount]Final Broken Amount:  [specify currency and amount]                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (v)       Day Count Fraction:                                                                                                                                                                                                                                                                       Specify  [N.B. If none is specified, the Day Count Fraction will be 30E/360 (as defined in Condition 5.3(c)(v))]+                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (vi)      Determination Dates:                                                                                                                                                                                                                                                                     [Specify dates in each year(i.e. insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon).  N.B.  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             only relevant where Day Count Fraction is Actual/Actual (ICMA).]                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (vii)     Other terms relating to the method of calculating interest for fixed rate Debt Instruments                                                                                                                                                                                               [Not Applicable / specify]                                                                                                                                                
 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Floating Rate Debt Instrument Provisions:                                                                                                                                                                                                                                                          [Applicable / Not Applicable] [See Condition 5.3. If not applicable, delete the remaining sub-paragraphs of this paragraph.]                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (i)        Interest Periods:                                                                                                                                                                                                                                                                       [Specify date or dates]                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (ii)       Interest Payment Date(s):                                                                                                                                                                                                                                                               [Specify date or dates]                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (iii)      Business Day Convention:                                                                                                                                                                                                                                                                [Floating Rate Convention / Following Business Day Convention / Modified Following Business Day Convention / Preceding Business Day Convention / specify other and specify 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             whether [(adjusted)/(no adjustment)]][Specify unless no adjustment is required in which case "no adjustment".  If nothing is specified there will be no adjustment.  Care 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             should be taken to match the maturity date (as well as other key dates) of the Debt Instruments with any underlying swap transactions.  Since maturity dates do not       
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             automatically move with business day conventions under ISDA, it may be necessary to specify "No adjustment" in relation to the maturity date of the Debt Instruments to   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             disapply the applicable Business Day Convention]++                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (iv)      Relevant Financial Centre:                                                                                                                                                                                                                                                                Specify  [N.B. If none is specified, the city most closely connected with the Reference Rate to be used in the determination of the Calculation Agent]                   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (v)      Manner in which the Interest Rate(s) are to be determined:                                                                                                                                                                                                                                

- More to follow, for following part double click  ID:nRSO2097Bp