REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 5

MacquarieAnnouncement

15/06/2016 07:05

- Part 5: For the preceding part double click  ID:nRSO2097Bd 

             
 
 
Higher ranking 
 
Secured debt 
 
Senior ranking secured obligations (such as secured senior loans) 
 
Liabilities preferred by law 
 
Liabilities which the laws of Australia provide are to be paid out of MGL's assets in Australia in priority to liabilities
in respect of PD Debt Instruments, such as   costs of any winding up and certain employee entitlements. 
 
The PD Debt Instruments 
 
Unsubordinated unsecured debt 
 
The PD Debt Instruments, other unsubordinated and unsecured bonds and notes, trade and general creditors 
 
Subordinated unsecured debt 
 
Tier 2 capital instruments, subordinated notes and other unsecured subordinated debt obligations ranking senior to
preference shares 
 
Preference shares and other equally ranked instruments 
 
Additional Tier 1 Capital (as defined by APRA from time to time) instruments (such as  capital notes and convertible
preference shares) and other obligations ranking senior only to ordinary shares 
 
Lower ranking 
 
Ordinary shares 
 
MGL's ordinary shares 
 
N/A 
 
What will the proceeds be used for? 
 
The proceeds realised from the issuance of PD Debt Instruments under the Programme will be used by MGL for MGL's general
corporate purposes. 
 
Section 15
(Use of Proceeds) on page 158 
 
4.        How the Return on Your Investment is Calculated 
 
The following section sets out worked examples of how the interest amounts are calculated under a variety of scenarios and
how the redemption provisions will affect the PD Debt Instruments. 
 
THE WORKED EXAMPLES PRESENTED BELOW ARE FOR ILLUSTRATIVE PURPOSES ONLY AND ARE IN NO WAY REPRESENTATIVE OF ACTUAL PRICING.
THE WORKED EXAMPLES ARE INTENDED TO DEMONSTRATE HOW AMOUNTS PAYABLE UNDER THE PD DEBT INSTRUMENTS ARE CALCULATED UNDER A
VARIETY OF SCENARIOS. THE ACTUAL AMOUNTS PAYABLE (IF ANY) WILL BE CALCULATED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
YOUR PD DEBT INSTRUMENTS AS SET OUT IN SECTION 6 (TERMS AND CONDITIONS) (WHICH PROVIDE STANDARD PROVISIONS TO BE COMPLETED
BY A RELEVANT FINAL TERMS) AND THE FINAL TERMS RELATING TO THE PD DEBT INSTRUMENTS (WHICH WILL SET OUT DETAILS OF VARIABLES
THAT COMPLETE THE CONDITIONS). 
 
For the purposes of the scenarios below, the nominal amount per PD Debt Instrument is assumed to be £1,000 and the issue
price is 100 per cent. (100%) of the aggregate nominal amount. 
 
Upon maturity, the PD Debt Instruments will pay a fixed redemption amount. PD Debt Instruments may provide for early
redemption at the option of the Issuer (a call option) or at your option (a put option).  The Issuer may also elect to
redeem the PD Debt Instruments early in certain circumstances for tax reasons. 
 
The examples below are intended to demonstrate how the return on your investment will be calculated depending on the
interest type and the relevant redemption provisions specified to be applicable for your PD Debt Instruments. 
 
Interest 
 
Interest - Fixed Rate PD Debt Instruments 
 
Fixed Rate PD Debt Instruments pay a periodic and predetermined fixed rate of interest over the life of the PD Debt
Instrument. 
 
Unless your PD Debt Instruments are redeemed early, in respect of each PD Debt Instrument and on each interest payment date
you will receive an amount calculated by applying the relevant fixed rate to the nominal amount, and then multiplying such
amount by the applicable 'day count' fraction (which is a fraction used to reflect the number of days over which interest
has accrued). 
 
WORKED EXAMPLE: FIXED RATE PD DEBT INSTRUMENTS 
 
Assuming, for the purpose of this worked example only, that: 
 
·       the nominal amount is £1,000; 
 
·       the fixed rate is 2.00 per cent. (2.00%) per annum, paid semi-annually; 
 
·       the day count fraction is "Actual/365 (Fixed)", being the actual number of calendar days in the interest period,
divided by a year (assumed under this convention to be 365 days); and 
 
·       the actual number of calendar days in the interest period is 183, 
 
the interest amount payable on the interest payment date will be £10.03 (rounded to two decimal places). This figure is
calculated as fixed interest of 2.00%, or 0.02 × £1,000 × day count fraction of 183/365. 
 
Interest - Floating Rate PD Debt Instruments 
 
Floating Rate PD Debt Instruments pay interest that is calculated by reference to a fluctuating benchmark rate, either (i)
a rate of interest determined in accordance with market standard definitions, published by the International Swaps and
Derivatives Association, Inc ("ISDA Definitions"), (ii) Australian Bank Bill Swap Rate (BBSW), (iii) the London interbank
offered rate (LIBOR), (iv) the Euro-zone interbank offered rate (EURIBOR), (v) the New Zealand Bank Bill Reference Rate
(BKBM), (vi) the Hong Kong interbank offered rate (HIBOR), (vii) the Toronto interbank offered rate (BA-CDOR) or (viii) the
Singapore interbank offered rate (SIBOR).  Interest rate benchmarks reflect the rate at which banks are willing to lend
funds to each other in a particular market (for example, for LIBOR this is the London interbank market and for EURIBOR this
is the Euro-zone interbank market). Interest rates determined in accordance with the ISDA Definitions reference
hypothetical derivative contracts to determine a rate of interest. 
 
If the benchmark rate is, for example, LIBOR or EURIBOR, this will commonly be taken as the rate appearing at the relevant
time on a specified screen service.  This is referred to in the Conditions of the PD Debt Instruments and the Final Terms
as "Screen Rate Determination" and, in the case of such an issue of Floating Rate PD Debt Instruments, the Final Terms will
specify the relevant benchmark (referred to in the Final Terms as the "Reference Rate"), the date on which the benchmark
rate will be determined for each interest period (the "Interest Determination Date") and the screen from which the rate
will be taken (the "Relevant Screen Page").  If the screen rate is not available, the Conditions of the PD Debt Instruments
contain fallback provisions which allow the rate to be the rate applicable to the PD Debt Instruments during the
immediately preceding interest period (with allowance for relevant adjustments such as a change in the margin). 
 
If the interest rate is to be determined using the ISDA Definitions, this is referred to in the Conditions of the PD Debt
Instruments and the Final Terms as "ISDA Determination".  In such a case, the interest rate will be equivalent to the
floating rate which would be determined in a hypothetical interest rate swap transaction for which the Floating Rate
Option, the Designated Maturity and the relevant Reset Date are specified in the Final Terms.  In an interest rate swap,
each counterparty agrees to pay either a fixed or floating rate denominated in a particular currency to the other
counterparty.  The relevant ISDA Definitions on which the hypothetical swap transaction will be based will also be
specified in the Final Terms. 
 
Unless your PD Debt Instruments are redeemed early, in respect of each PD Debt Instrument and on each interest payment date
you will receive an amount calculated by applying the rate of interest for that interest period to the nominal amount, and
then multiplying such amount by the applicable 'day count' fraction (which is a fraction used to reflect the number of days
over which interest has accrued). The rate of interest for any interest period will be determined by adding the relevant
margin to the level of the interest rate benchmark or rate determined using the ISDA Definitions, as applicable, for such
interest period (or subtracting the relevant margin, if the margin is a negative number). The result will be subject to any
maximum or minimum rate which may be specified in the Final Terms. 
 
WORKED EXAMPLE: FLOATING RATE PD DEBT INSTRUMENTS - SCREEN RATE DETERMINATION 
 
Assuming, for the purpose of this worked example only, that: 
 
·       the nominal amount is £1,000; 
 
·       the Reference Rate is 6 month GBP LIBOR; 
 
·       the margin is plus 2.00 per cent. (2.00%); 
 
·       the rate of interest is subject to a maximum rate of 7.00 per cent. (7.00%) per annum; 
 
·       the day count fraction is "Actual/365 (Fixed)", being the actual number of calendar days in the interest period,
divided by a year (assumed under this convention to be 365 days); and 
 
·       the actual number of calendar days in the interest period is 181, 
 
(i)     if the Reference Rate on the relevant Interest Determination Date is shown on the Relevant Screen Page as 2.10 per
cent. (2.10%), the interest amount payable on the corresponding interest payment date will be equal to £20.33 (rounded to
two decimal places). This figure is calculated as £1,000 × rate of interest of 4.10% (or 0.041) × day count fraction of
181/365. The rate of interest (4.10%) is calculated as the Reference Rate of 2.10% (or 0.021) plus 2.00% (or 0.02) margin,
and is not affected by the maximum rate of interest; and 
 
(ii)    if the Reference Rate on the relevant Interest Determination Date is shown on the Relevant Screen Page as 6.16 per
cent. (6.16%), the interest amount payable on the corresponding interest payment date will be equal to £34.71 (rounded to
two decimal places). This figure is calculated as £1,000 × rate of interest of 7.00% (or 0.07) × day count fraction of
181/365. The rate of interest (7.00%) is set as the maximum rate of interest because the Reference Rate of 6.16% (or
0.0616) plus 2.00% (or 0.02) margin, results in a rate of 8.16%. In this scenario, the rate of interest is capped at
7.00%. 
 
WORKED EXAMPLE: FLOATING RATE PD DEBT INSTRUMENTS - ISDA DETERMINATION 
 
Assuming, for the purpose of this worked example only, that: 
 
·       the nominal amount is £1,000; 
 
·       the Floating Rate Option is GBP-LIBOR-BBA; 
 
·       the Designated Maturity is 6 months; 
 
·       the margin is plus 1.50%; 
 
·       the rate of interest is subject to a maximum rate of 6.00 per cent. (6.00%) per annum; 
 
·       the ISDA Definitions on which the hypothetical swap transaction will be based are the 2006 ISDA Definitions; 
 
·       the day count fraction is "Actual/365 (Fixed)", being the actual number of calendar days in the interest period,
divided by a year (assumed under this convention to be 365 days); and 
 
·       the actual number of calendar days in the interest period is 181, 
 
(i)     if the floating rate for the hypothetical swap transaction would be determined on the relevant Reset Date as 2.40
per cent. (2.40%) on the basis of GBP-LIBOR-BBA (as defined in the 2006 ISDA Definitions) for the Designated Maturity, the
interest amount payable on the corresponding interest payment date will be equal to £19.34 (rounded to two decimal places).
This figure is calculated as £1,000 × rate of interest of 3.90% (or 0.039) × day count fraction of 181/365. The rate of
interest (3.90%) is calculated as the floating rate of 2.40% (or 0.024) plus 1.50% (or 0.015) margin, and is not affected
by the maximum rate of interest; and 
 
(ii)    if the floating rate for the hypothetical swap transaction would be determined on the relevant Reset Date as 5.40
per cent. (5.40%) on the basis of GBP-LIBOR-BBA (as defined in the 2006 ISDA Definitions) for the Designated Maturity, the
interest amount payable on the corresponding interest payment date will be equal to £29.75 (rounded to two decimal places).
This figure is calculated as £1,000 × rate of interest of 6.00% (or 0.06) × day count fraction of 181/365. The rate of
interest (6.00%) is set as the maximum rate of interest because the floating rate of 5.40% (or 0.054) plus 1.50% (or 0.015)
margin, results in a rate of 6.90%. In this scenario, the rate of interest is capped at 6.00%. 
 
Interest - Fixed/Floating Interest Rate Basis PD Debt Instruments 
 
Fixed/Floating Interest Rate Basis PD Debt Instruments pay interest that is calculated using two different interest rate
bases.  The interest rate basis may be a fixed rate or a fluctuating benchmark rate.  One interest rate basis will apply
for the period commencing from (and including) the date from which interest accrues to (but excluding) a specified date
during the term of the PD Debt Instrument as set out in the relevant Final Terms ("Interest Basis Conversion Date").  The
second interest rate basis will apply from (and including) the Interest Basis Conversion Date to (but excluding) the
maturity date of the PD Debt Instrument.  If the interest rate basis is a fixed rate, the Conditions applicable to Fixed
Rate PD Debt Instruments will apply to determine the rate of interest and the amount of interest payable on each interest
payment date.  If the interest rate basis is a fluctuating benchmark rate, the Conditions applicable to Floating Rate PD
Debt Instruments will apply to determine rate of interest and the amount of interest payable on each interest payment
date. 
 
The worked examples set out above in relation to Fixed Rate PD Debt Instruments and Floating Rate PD Debt Instruments
provide a guide for how the interest payable in respect of a particular period will be determined. 
 
Zero Coupon PD Debt Instruments 
 
No amount of interest will accrue or become payable on Zero Coupon PD Debt Instruments.  Zero Coupon PD Debt Instruments
are generally issued at a discounted issue price (such as 95%) to their nominal amount and then repaid at their full amount
(100%).  Therefore, if you purchase Zero Coupon PD Debt Instruments on their issue date and hold them to maturity, your
return will be the difference between the issue price and the nominal amount of the Zero Coupon PD Debt Instruments paid on
maturity. 
 
WORKED EXAMPLE: ZERO COUPON PD DEBT INSTRUMENTS 
 
Assuming, for the purpose of this worked example only, that the Zero Coupon PD Debt Instruments are issued in a nominal
amount of £1,000 at a discounted issue price of 95%.  An investor will pay £950 to purchase a PD Debt Instrument but on
maturity will be repaid £1,000.  The investor will not receive any interest on the PD Debt Instrument but will earn £50 as
a result of holding the PD Debt Instrument to maturity. 
 
Redemption at maturity 
 
The PD Debt Instruments to be issued under the Programme will be redeemed at their nominal amount on maturity. This means
that, provided you hold the PD Debt Instruments until maturity, the amount you receive when the PD Debt Instruments mature
will equal your initial investment.  Unless your PD Debt Instruments are redeemed early (as described below) or are
purchased and cancelled, if you purchased £1,000 in nominal amount of the PD Debt Instruments, you will receive £1,000 from
the Issuer on the maturity date of the PD Debt Instruments.  This is known as redemption at par.  In such circumstances,
the "Final Redemption Amount of each PD Debt Instrument" will be shown in the relevant Final Terms as "£1,000 per Specified
Denomination amount".  The Specified Denomination amount is a notional amount which is used to calculate interest and
redemption amounts on the PD Debt Instruments.  It is identified in the Final Terms in paragraph 5 and, for the purposes of
this example, is assumed to be £1,000. 
 
Call Options 
 
A call option gives the Issuer a right (but not an obligation) to redeem the PD Debt Instruments before the final maturity
date at a predetermined cash price on a specified date(s). A call option will only apply to PD Debt Instruments if the
Final Terms specifies that Condition 6.2 is applicable for those PD Debt Instruments. If the PD Debt Instruments are
redeemed, you will be paid the redemption amount specified in the Final Terms plus any accrued and unpaid interest.  The
Issuer is given a right (but not an obligation) to redeem the PD Debt Instruments in certain circumstances for tax reasons,
as described in Condition 6.4 (Redemption for taxation reasons). The terms of any additional call options will be set out
in the Final Terms. 
 
Following the exercise by the Issuer of a call option, in respect of each PD Debt Instrument, as well as any accrued but
unpaid interest, you will receive an amount equal to the "Early Redemption Amount (Call)"  or "Early Redemption Amount
(Tax)" specified in the Final Terms. 
 
Put Options 
 
A put option gives you a right (but not an obligation) to require the Issuer to redeem one or more of your PD Debt
Instruments before the final maturity date at a predetermined cash price on a specified date(s). A put option will only
apply to PD Debt Instruments if the Final Terms specifies that Condition 6.3 is applicable for those PD Debt Instruments. 
If you elect to exercise the put option in respect of one or more of your PD Debt Instruments, you will be paid the
redemption amount specified in the Final Terms plus any accrued and unpaid interest. PD Debt Instruments that are not sold
shall continue until the final maturity date. 
 
Following the exercise by you of a put option, in respect of that PD Debt Instrument, as well as any accrued but unpaid
interest, you will receive an amount equal to the "Early Redemption Amount (Put)" specified in the Final Terms. 
 
5.          Documents Incorporated by Reference 
 
This section contains a description of the information that is deemed to be incorporated by reference into this Base
Prospectus. 
 
The documents described below, each of which has been previously published and filed with the Financial Conduct Authority,
shall be incorporated in and form part of this Base Prospectus, save that any statement contained in any document, or part
of a document, which is incorporated by reference herein shall be modified or superseded for the purpose of this Base
Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise).  Any statement so modified or superseded shall not, except as so modified or
superseded, constitute a part of this Base Prospectus.  Any document or other information incorporated by reference in any
of the documents described below does not form part of this Base Prospectus. 
 
MGL audited consolidated annual financial statements and auditor's reports 
 
The audited consolidated annual financial statements of MGL and its controlled entities for the financial years ended 31
March 2015 and 31 March 2016, and the auditor's report in respect of such annual consolidated financial statements, which
are set out in, and form part of, the 2015 annual report and 2016 annual report of MGL, shall be deemed to be incorporated
in, and form part of, this Base Prospectus.  The 2015 annual report and 2016 annual report of MGL are available for viewing
on the internet site www.macquarie.com/au/about/investors/reports. 
 
The audited consolidated annual financial statements of MGL and its controlled entities for the financial years ended 31
March 2015 and 31 March 2016 comprise the Income Statements, Statements of Comprehensive Income, Statements of Financial
Position, Statements of Changes in Equity, Statements of Cash Flows, Notes to the Financial Statements and the Directors'
Declaration as set out in the 2015 annual report and 2016 annual report of MGL.  The audited consolidated annual financial
statements and the Independent Auditor's Report can be located in the 2016 annual report (and in the case of the financial
year ended 31 March 2015, also in the 2015 annual report) on the following pages: 
 
                                     2016 Annual Report         2015 Annual Report  
 Income Statements                   103                                            117         
 Statements of Comprehensive Income  104                                            118         
 Statements of Financial Position    105                                            119         
 Statements of Changes in Equity     106 to 107                                     120 to 121  
 Statements of Cash Flows            108                                            122         
 Notes to the Financial Statements   109 to 216                                     123 to 225  
 Directors' Declaration              217                                            226         
 Independent Auditor's Report        218                                            227         
 
 
See "Selected Financial Information" on pages 128 to 130 inclusive of this Base Prospectus for further information on the
audited consolidated annual financial statements of MGL and its controlled entities. 
 
Previous Terms and Conditions 
 
The Terms and Conditions of the PD Debt Instruments set out on: 
 
·           pages 59 to 90 of the Base Prospectus dated 15 June 2015 relating to the Programme; 
 
·           pages 48 to 80 of the Base Prospectus dated 18 June 2014 relating to the Programme; 
 
·           pages 46 to 78 of the Base Prospectus dated 21 June 2013 relating to the Programme; 
 
·           pages 35 to 65 of the Base Prospectus dated 14 June 2012 relating to the Programme; 
 
·           pages 34 to 64 of the Base Prospectus dated 7 July 2011 relating to the Programme; 
 
·           pages 29 to 58 of the Base Prospectus dated 9 July 2010 relating to the Programme; and 
 
·           pages 28 to 57 of the Base Prospectus dated 16 September 2009 relating to the Programme, 
 
are incorporated in, and form part of, this Base Prospectus. 
 
* * * * * * * 
 
Any information not forming part of the audited consolidated financial statements of MGL with its controlled entities for
the financial years ended 31 March 2015 and 31 March 2016 and the auditor's report in respect of such annual consolidated
financial statements, but included in the 2015 annual report and 2016 annual report of MGL is not incorporated in, and does
not form part of, this Base Prospectus. 
 
Any non-incorporated parts of a document incorporated by reference herein which is not incorporated in, and does not form
part of, this Base Prospectus is either not relevant for investors or is contained elsewhere in this Base Prospectus. 
 
MGL will provide, without charge, upon the written request of any person, a copy of any or all of the documents which, or
portions of which, are incorporated in this Base Prospectus by reference.  Written requests for such documents should be
directed to MGL at its office set out at the end of this Base Prospectus.  In addition, such document will be available for
inspection and available free of charge at the offices of Deutsche Bank AG, London Branch, Winchester House, 1 Great
Winchester Street, London EC2 2DB, England or, in relation to PD Debt Instruments cleared through the Central Moneymarkets
Unit Service ("CMU Service"), at the offices of Deutsche Bank AG, Hong Kong Branch, 52nd Floor, International Commerce
Centre, 1 Austin Road West, Kowloon, Hong Kong. 
 
Documents incorporated in this Base Prospectus by reference are also available on the internet site
www.macquarie.com.au/about/investors. 
 
All information which MGL has published or made available to the public in compliance with its obligations under the laws
of Australia dealing with the regulation of securities, issuers of securities and securities markets has been released to
the Australian Securities Exchange operated by ASX Limited ("ASX") in compliance with the continuous disclosure
requirements of the ASX Listing Rules.  Announcements made by MGL under such rules are available on ASX's internet site
www.asx.com.au (MGL's ASX code is "MQG"). 
 
References to internet site addresses or uniform resource locators (URLs) in this Base Prospectus are included as textual
references only and the contents of any such internet sites or URLs are not incorporated by reference into, and do not form
part of, this Base Prospectus. 
 
6.        Terms and Conditions 
 
This section sets out the text of the terms and conditions of the PD Debt Instruments. 
 
The following (save for the italicised text) is a composite text of the terms and conditions which (subject to completion
of the relevant Final Terms) will be applicable to each Series of PD Debt Instruments. The terms of the Agency Agreement
(as defined below) and the Master Deed of Covenant dated 16 September 2009 ("Master Deed of Covenant") will apply to each
Series of PD Debt Instruments unless the provisions of the relevant Final Terms provide otherwise. 
 
References in the terms and conditions to "Issuer" are, unless the contrary intention appears, references to the Issuer
specified in the relevant Final Terms and references to "PD Debt Instruments" are, unless the contrary intention appears,
references to the PD Debt Instruments of one Series of the type specified in the relevant Final Terms only, not to all PD
Debt Instruments which may be issued under the Programme.  Terms used in the relevant Final Terms will have the same
meaning where used in the terms and conditions. 
 
Macquarie Group Limited is not an "authorised deposit-taking institution" ("ADI") for the purposes of the Banking Act 1959
of Australia ("Banking Act"), and its obligations do not represent deposits or other liabilities of its subsidiary,
Macquarie Bank Limited.  Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the
obligations of Macquarie Group Limited. 
 
The following seven paragraphs apply to PD Debt Instruments, which are specified in the relevant Final Terms as being
issued with the benefit of both the Agency Agreement and the Master Deed of Covenant. 
 
The PD Debt Instruments are issued with the benefit (to the extent applicable) of an amended and restated agency agreement
(as amended, restated or supplemented from time to time) ("Agency Agreement") dated on or about 7 July 2011 between
Macquarie Group Limited ("Issuer" or "MGL") and Deutsche Bank AG, London Branch in its capacity as an issuing and paying
agent ("I&P Agent" and "Paying Agent", which expression shall include any successor to Deutsche Bank AG, London Branch in
its capacity as such) and Deutsche Bank AG, Hong Kong Branch as CMU lodging agent ("CMU Lodging Agent", which expression
shall include any successor to Deutsche Bank AG, Hong Kong Branch in its capacity as such). 
 
The expression "Agents" shall include each I&P Agent, CMU Lodging Agent and any transfer agent ("Transfer Agent"), and any
registrar ("Registrar") and any other paying agents subsequently appointed ("Paying Agents"), successors thereto in such
capacity and any additional or substitute agents appointed to MGL's Debt Instrument Programme ("Programme") from time to
time.  The PD Debt Instrument Holders (as defined in Condition 2.3 below, which expression includes, unless the contrary
intention appears, the holders of the coupons ("Coupons") (if any) appertaining to interest-bearing PD Debt Instruments in
bearer form ("Couponholders") and the holders of talons ("Talons") (if any) for further coupons attached to such PD Debt
Instruments ("Talonholders")) are entitled to the benefit of, are bound by, and are deemed to have notice of all the
provisions of the Agency Agreement applicable to them. 
 
The Final Terms for this PD Debt Instrument are attached to this PD Debt Instrument or endorsed on this PD Debt Instrument,
specifies the Issuer and the type of PD Debt Instrument and completes these terms and conditions ("Conditions"). 
References in these Conditions to the "relevant Final Terms" are to the Final Terms setting out the final terms of this PD
Debt Instrument which is attached to, endorsed on, or otherwise applicable to this PD Debt Instrument. 
 
As used in these Conditions, "Series" means each original issue of PD Debt Instruments together with any further issues
expressed to form a single Series with the original issue and the terms of which (save for the issue or deposit date
("Issue Date")), the date from which interest accrues ("Interest Commencement Date"), the issue price of the PD Debt
Instruments ("Issue Price") and the amount of the first interest payment (if any) (as specified in the relevant Final
Terms)) are identical.  However, the Final Terms for this PD Debt Instrument may provide that a particular Tranche will not
become fungible with PD Debt Instruments of another Tranche or Tranches forming part of the same Series until the time
specified in the Final Terms.  As used in these Conditions, "Tranche" means all PD Debt Instruments of the same Series with
the same Issue Date and Interest Commencement Date and the aggregate nominal amount ("Aggregate Nominal Amount") of which
shall be specified in the Final Terms. 
 
For the purposes of these Conditions (other than in relation to the determination of interest and other amounts payable in
respect of the PD Debt Instruments) a reference to the I&P Agent shall, with respect to PD Debt Instruments held through
the Central Moneymarkets Unit Service ("CMU Service"), be deemed to be a reference to the CMU Lodging Agent, and all such
references shall be construed accordingly. 
 
All references in these Conditions to PD Debt Instruments, Coupons and Talons must be read and construed as references to
the PD Debt Instruments, Coupons and Talons of a particular Series. 
 
Words and expressions defined in the Agency Agreement or used in the relevant Final Terms shall have the same meanings
where used in these Conditions unless the contrary intention appears. 
 
Copies of the Agency Agreement and the Final Terms applicable to this PD Debt Instrument are obtainable from and, available
for inspection during normal business hours at, the specified office of each I&P Agent and the other Paying Agents.  The PD
Debt Instrument Holders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the
provisions of the Agency Agreement and the Final Terms which are applicable to them. 
 
Prior to the issue of any Registered PD Debt Instruments (as defined below), the Issuer will appoint a Registrar and will
appoint and maintain a London Transfer Agent. 
 
1              Form and Denomination 
 
1.1          General 
 
References in these Conditions to "PD Debt Instruments" are references to the type of PD Debt Instrument specified in the
relevant Final Terms.  For the avoidance of doubt, where certain Conditions are expressed to only apply to certain types of
PD Debt Instrument, such Conditions only apply to that type of PD Debt Instrument as specified in the relevant Final Terms
and do not apply to other types of PD Debt Instrument. 
 
PD Debt Instruments are issued in bearer form ("Bearer PD Debt Instruments") and/or in registered form ("Registered PD Debt
Instruments"), as specified in the relevant Final Terms.  In these Conditions and unless the contrary intention appears,
references to "PD Debt Instruments" are to Bearer PD Debt Instruments and Registered PD Debt Instruments. 
 
Prior to the issue of any Registered PD Debt Instruments (as defined below), the Issuer will appoint a Registrar. 
 
1.2          Type of PD Debt Instruments 
 
Each PD Debt Instrument may be a Fixed Rate PD Debt Instrument, a Floating Rate PD Debt Instrument, a Fixed / Floating
Interest Rate Basis PD Debt Instrument, a Zero Coupon PD Debt Instrument or a combination of any of the foregoing, as
specified in the relevant Final Terms. 
 
1.3          Form of Bearer PD Debt Instruments 
 
Interest-bearing Bearer PD Debt Instruments in definitive form will be serially numbered and issued with Coupons (and where
appropriate, a Talon) attached, other than in the case of PD Debt Instruments which do not carry an entitlement to periodic
payment of interest prior to the redemption date of such PD Debt Instruments and which are issued at a discount to their
face value ("Zero Coupon PD Debt Instruments") (in which case references to interest (other than in relation to interest
due after the redemption date), Coupons and Talons in these Conditions are not applicable).  On or after the date on which
all the Coupons attached to, or issued in respect of, any Bearer PD Debt Instrument which was issued with a Talon have
matured, a coupon sheet comprising further Coupons (other than Coupons which would be void) and, if applicable, one further
Talon, will be issued against presentation of the relevant Talon at the specified office of any Agent in accordance with
Condition 7.1.6. 
 
1.4          Form of Registered PD Debt Instruments 
 
Registered PD Debt Instruments are constituted by the Deed of Covenant specified in the relevant Final Terms.  Copies of
the Deed of Covenant are available for inspection at the office of the Registrar.  PD Debt Instrument Holders of such
Registered PD Debt Instruments are entitled to the benefit of, are bound by, and are deemed to have notice of all the
provisions of the Deed of Covenant. 
 
Unless otherwise specified in the relevant Final Terms, where PD Debt Instruments are issued in registered form, no
certificate or other evidence of title will be issued unless the Issuer determines that certificates should be available or
the Issuer is required to do so pursuant to any applicable law or regulation.  Each certificate represents a holding of one
or more such PD Debt Instruments by the same PD Debt Instrument Holder. 
 
1.5          Denomination 
 
PD Debt Instruments will be in the denomination or denominations specified in the relevant Final Terms or integral
multiples thereof ("Specified Denomination").  Bearer PD Debt Instruments of one denomination may not be exchanged for
Bearer PD Debt Instruments of another denomination. 
 
1.6          Currency of PD Debt Instruments 
 
Subject to compliance with all applicable legal and/or regulatory requirements, PD Debt Instruments may be denominated in
the lawful currency of the Commonwealth of Australia ("Australian Dollars" or "A$"), the lawful currency of the United
States of America ("U.S. Dollars" or "U.S.$"), the lawful currency of Japan ("Yen"), the lawful currency of the United
Kingdom ("Sterling"), the single currency introduced at the third stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Communities, as amended by the Treaty on European Union ("Euro"), the lawful currency
of the People's Republic of China ("Renminbi" or "RMB") as specified in the relevant Final Terms ("Specified Currency"). 
 
2              Title 
 
2.1          Title to Bearer PD Debt Instruments, Coupons and Talons 
 
Title to Bearer PD Debt Instruments, Coupons and Talons passes by delivery. 
 
2.2          Title to Registered PD Debt Instruments 
 
Title to Registered PD Debt Instruments passes by registration in the register ("Register") which the Issuer shall procure
to be kept by the Registrar in accordance with the provisions of the Agency Agreement. 
 
2.3          Title - general 
 
In these Conditions, subject as provided below, "PD Debt Instrument Holder" means: 
 
(a)           (in relation to a PD Debt Instrument, Coupon or Talon) the bearer of any Bearer PD Debt Instrument, Coupon or
Talon (as the case may be); or 
 
(b)          the person in whose name a Registered PD Debt Instrument is registered, as the case may be. 
 
A PD Debt Instrument Holder will (except as otherwise required by applicable law or regulatory requirement) be treated as
its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any
interest in it, any writing on it, or its theft or loss or any express or constructive notice of any claim by any other
person of any interest therein other than, in the case of a Registered PD Debt Instrument, a duly executed transfer of such
PD Debt Instrument) and no person will be liable for so treating the PD Debt Instrument Holder. 
 
3              Exchanges of Bearer PD Debt Instruments for Registered PD Debt Instruments and transfers of Registered PD
Debt Instruments 
 
3.1          Exchange of Bearer PD Debt Instruments 
 
Subject to Condition 3.6, Bearer PD Debt Instruments may, if so specified in the relevant Final Terms, be exchanged for the
same aggregate principal amount of Registered PD Debt Instruments at the request in writing of the relevant PD Debt
Instrument Holders and upon surrender of the Bearer PD Debt Instrument to be exchanged together with all unmatured Coupons
and Talons relating to it (if any) at the specified office of the Registrar or the specified office of the Transfer Agent. 
Without limiting the previous sentence, the relevant Final Terms may specify that Bearer PD Debt Instruments may be
exchanged for Registered PD Debt Instruments only with the prior written approval of the Issuer or such other or additional
persons as are specified in such Final Terms.  Where, however, a Bearer PD Debt Instrument is surrendered for exchange
after the Record Date (as defined in Condition 7.2.2) for any payment of interest, the Coupon in respect of that payment of
interest need not be surrendered with it.  Registered PD Debt Instruments may not be exchanged for Bearer PD Debt
Instruments. 
 
3.2          Transfer of Registered PD Debt Instruments 
 
A Registered PD Debt Instrument may be transferred in whole but not in part upon the surrender of the relevant certificate
by which such Registered PD Debt Instrument is represented (if the PD Debt Instrument is certificated), together with the
form of transfer endorsed on it duly completed and executed, at the specified office of the Registrar or the specified
office of the Transfer Agent.  In the case of a certificated PD Debt Instrument, a new certificate will be issued to the
transferee and in the case of a transfer of a Registered PD Debt Instrument which forms part only of a holding represented
by a certificate, a new certificate in respect of the balance not transferred will be issued to the transferor. 
 
Bearer PD Debt Instruments will not be exchanged for Registered PD Debt Instruments nor will Registered PD Debt Instruments
be transferred if the exchangee or transferee is an Australian resident, or a non-Australian resident that holds the PD
Debt Instruments in carrying on business in Australia at or through a permanent establishment of the exchangee or
transferee in Australia and fails to provide a tax file number ("TFN"), Australian Business Number ("ABN"), or evidence
that the exchangee or transferee (as the case may be) is not required to provide a TFN or ABN. 
 
The forms of exchange and transfer will require the exchangee or transferee (as the case may be) to certify whether or not
such person is an Australian resident, or a non-Australian resident that holds the PD Debt Instruments in carrying on
business in Australia at or through a permanent establishment of the exchangee or transferee in Australia and, if so, the
transferee may provide a TFN or ABN or evidence that such person is not required to provide a TFN or ABN. 
 
3.3          Partial redemption or exercise of options in respect of Registered PD Debt Instruments 
 
In the case of a partial redemption of a holding of Registered PD Debt Instruments represented by a single certificate or a
partial exercise of the Issuer's or PD Debt Instrument Holders' option to redeem in respect of a holding of Registered PD
Debt Instruments represented by a single certificate, a new certificate will be issued to the PD Debt Instrument Holder in
respect of the balance of the holding not redeemed or in respect of which the relevant option has not been exercised.  In
the case of a partial exercise of an option resulting in Registered PD Debt Instruments of the same holding having
different terms, separate certificates shall be issued in respect of those PD Debt Instruments of that holding that have
the same terms.  New certificates shall only be issued against surrender of the existing certificates to the Registrar or
the Transfer Agent. 
 
3.4          Delivery of new certificates representing Registered PD Debt Instruments 
 
In the case of certificated Registered PD Debt Instruments, each new certificate to be issued upon exchange of Bearer PD
Debt Instruments or transfer of Registered PD Debt Instruments will, within three Business Days (in the place of the
specified office of the Registrar and the specified office of the Transfer Agent) of receipt of such request for exchange
or form of transfer, be available for delivery at the specified office of the Registrar and the specified office of the
Transfer Agent, or be mailed at the risk of the PD Debt Instrument Holder entitled to the Registered PD Debt Instrument, to
such address as may be specified in such request or form of transfer. 
 
3.5          Exchange free of charge 
 
Registration of PD Debt Instruments on exchange of Bearer PD Debt Instruments for Registered PD Debt Instruments or
transfer of Registered PD Debt Instruments will be effected without charge by or on behalf of the Issuer, the Registrar or
the Transfer Agent (other than any insurance charges or any expenses of delivery (if applicable) by other than regular
mail), but upon payment of (or the giving of such indemnity as the Registrar or the Transfer Agent may require in respect
of) any tax or other governmental charges which may be imposed in relation to it. 
 
3.6          Closed periods 
 
No PD Debt Instrument Holder may require the transfer of a Registered PD Debt Instrument to be registered or a Bearer PD
Debt Instrument to be exchanged for a Registered PD Debt Instrument: 
 
(a)           during the period of 15 days ending on the due date for any payment of principal or redemption amount on that
PD Debt Instrument; 
 
(b)          during the period of 15 days before any drawing of PD Debt Instruments for redemption under Condition 6.2; or 
 
(c)           after any such PD Debt Instrument has been drawn for redemption in whole or in part. 
 
4              Status and Negative Pledge 
 
4.1          Status 
 
The PD Debt Instruments and Coupons are direct, unsecured and unsubordinated obligations of the Issuer and rank pari passu
without any preference among themselves and rank at least equally with the claims of its unsecured and unsubordinated
creditors, except creditors mandatorily preferred by law. 
 
MGL is not an ADI for the purposes of the Banking Act, and its obligations do not represent deposits or other liabilities
of its subsidiary, Macquarie Bank Limited.  Macquarie Bank Limited does not guarantee or otherwise provide assurance in
respect of the obligations of MGL. 
 
4.2          Negative Pledge 
 
So long as any of the PD Debt Instruments remains outstanding, the Issuer will not, unless approved by an Extraordinary
Resolution, create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security
interest ("Security Interest") upon the whole or any part of its present or future assets or revenues or those of any of
its Subsidiaries (as defined below) as security for any relevant indebtedness (as defined below) or any guarantee or
indemnity ("Guarantee") given in respect of any relevant indebtedness unless prior to or simultaneously therewith, the
Issuer either: 
 
(a)          grants or procures to be granted a Security Interest or Security Interests securing its obligations under the
PD Debt Instruments and the relative Coupons which will result in such obligations being secured equally and rateably in
all respects so as to rank pari passu with the applicable relevant indebtedness or Guarantee; or 
 
(b)         grants or procures to be granted such other Security Interest or Security Interests in respect of its
obligations under the PD Debt Instruments and the relative Coupons as shall be approved by an Extraordinary Resolution. 
 
For the purposes of these Conditions, "relevant indebtedness" means any present or future indebtedness of the Issuer in the
form of, or represented by, bonds, notes, debentures, loan stock, certificates of deposit, bills of exchange, transferable
loan certificates or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any
recognised market, not being indebtedness incurred in the ordinary course of banking business. 
 
In these Conditions, "Subsidiary" has the same meaning as that provided in Section 9 of the Corporations Act. 
 
5              Interest 
 
5.1          General 
 
PD Debt Instruments may be either interest-bearing or non interest-bearing, as specified in the relevant Final Terms. 
Interest-bearing PD Debt Instruments may bear interest at either a fixed rate or a floating rate.  In relation to any
Tranche of PD Debt Instruments, the relevant Final Terms may specify actual amounts of interest payable ("Interest
Amounts") rather than, or in addition to, a rate or rates at which interest accrues. 
 
The Final Terms in relation to each Tranche of interest-bearing PD Debt Instruments will specify which of Conditions 5.2,
5.3 and 5.4 will be applicable to the PD Debt Instruments.  Condition 5.5 will be applicable to each Tranche of
interest-bearing PD Debt Instruments. 
 
5.2          Interest - fixed rate 
 
Each PD Debt Instrument in relation to which this Condition 5.2 is specified in the relevant Final Terms as being
applicable ("Fixed Rate PD Debt Instruments") will bear interest on its nominal amount at the fixed rate or rates per annum
specified in the relevant Final Terms from the Issue Date or such other date as is specified in the relevant Final Terms as
being the Interest Commencement Date.  Interest will be payable in arrear on each Interest Payment Date (as defined in
Condition 5.5(a)) as determined in accordance with the business day convention specified in the relevant Final Terms
("Business Day Convention"). 
 
Interest which is required to be calculated for a period of other than a full year will be calculated on the basis of a
year of 360 days and 12 months of 30 days each or on such other basis as may be specified as the Day Count Fraction in the
relevant Final Terms. 
 
The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date and,
if the first anniversary of the Interest Commencement Date is not an Interest Payment Date, will amount to the Initial
Broken Amount. 
 
If the Maturity Date is not an Interest Payment Date, interest from (and including) the preceding Interest Payment Date (or
the Interest Commencement Date, as the case may be) to (but excluding) the Maturity Date will amount to the Final Broken
Amount. 
 
"Interest Payment Date", "Initial Broken Amount" and "Final Broken Amount" have the meaning given to them in the Final
Terms. 
 
5.3          Interest - floating rate 
 
(a)           Accrual of interest 
 
PD Debt Instruments in relation to which this Condition 5.3 is specified in the relevant Final Terms as being applicable
("Floating Rate PD Debt Instruments") will bear interest in respect of each Interest Period (as defined in Condition
5.5(a)) at the rate or rates per annum specified in the relevant Final Terms determined in accordance with this Condition
5.3. 
 
Each Floating Rate PD Debt Instrument will bear interest on its nominal amount at the Interest Rate (as defined below) from
the Issue Date of the PD Debt Instruments or such other date as is specified in the relevant Final Terms as being the
Interest Commencement Date.  Interest will be payable in arrear on each Interest Payment Date. If any Interest Payment Date
in respect of a Floating Rate PD Debt Instrument would otherwise fall on a day which is not a Business Day (as defined in
Condition 5.7), such Interest Payment Date shall be determined in accordance with the Business Day Convention. 
 
(b)          Interest Rate 
 
The rate of interest payable in respect of Floating Rate PD Debt Instruments ("Interest Rate") shall be determined by the
Calculation Agent (as defined in Condition 5.7) on the basis of (i) or (ii) below, as specified in the relevant Final
Terms. 
 
(i)            ISDA Determination for Floating Rate 
 
Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Interest Rate is to be
determined, the Interest Rate for each Interest Period will be the relevant ISDA Rate plus or minus (as specified in the
relevant Final Terms) the margin (if any) specified in the relevant Final Terms ("Margin").  For the purposes of this
sub-paragraph (i), "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be determined by
the Calculation Agent for the PD Debt Instruments under an interest rate Swap Transaction if the Calculation Agent for the
PD Debt Instruments were acting as Calculation Agent for that Swap Transaction under the terms of an agreement
incorporating the ISDA Definitions and under which: 
 
(A)          the Floating Rate Option is as specified in the relevant Final Terms; 
 
(B)                          the Designated Maturity is a period specified in the relevant Final Terms; and 
 
(C)                          the relevant Reset Date is the day specified in the relevant Final Terms; and 
 
(D)          the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count
Fraction is the Day Count Fraction. 
 
For the purposes of this sub-paragraph (i), "Swap Transaction", "Floating Rate", "Calculation Agent" (except references to
"Calculation Agent for the PD Debt Instruments"), "Floating Rate Option", "Designated Maturity", "Reset Date", "Period End
Date", "Spread" and "Floating Rate Day Count Fraction" have the meanings given to those terms in the 2006 ISDA Definitions
as amended and updated in the case of each Series as at the Issue Date of the first Tranche of the relevant PD Debt
Instruments, published by the International Swaps and Derivatives Association, Inc. ("ISDA Definitions").  "Euro-zone"
means the region comprised of member states of the European Union that adopt a single currency in accordance with the
Treaty on European Union. 
 
(ii)           Screen Rate Determination for Floating Rate PD Debt Instruments 
 
Where the Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Interest Rate is to
be determined, the Interest Rate for each Interest Period will, subject as provided below, be either: 
 
(A)          the offered quotation; or 
 
(B)                          the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations, 
 
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the
Relevant Screen Page as at the Relevant Time in the Relevant Financial Centre on the Interest Determination Date in
question plus or minus (as specified in the relevant Final Terms) the Margin (if any), all as determined by the Calculation
Agent.  If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such
lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purposes of
determining the arithmetic mean (rounded as provided above) of such offered quotations. 
 
(a)           If (A) applies and no offered quotation appears on the Relevant Screen Page at the Relevant Time in the
Relevant Financial Centre on the Interest Determination Date or if (B) applies and fewer than two offered quotations appear
on the Relevant Screen Page at the Relevant Time in the Relevant Financial Centre on the Interest Determination Date,
subject as provided below, the Interest Rate shall be the arithmetic mean of the Reference Rates that each of the Reference
Banks is quoting to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date,
as determined by the Calculation Agent. 
 
(b)           If paragraph (a) above applies and the Calculation Agent determines that fewer than two Reference Banks are
making offered quotations for the Reference Rate in respect of the Specified Currency, subject as provided below, the
Interest Rate shall be the arithmetic mean of the rates per annum (expressed as a percentage) that the Calculation Agent
determines to be the rates (being the nearest equivalent to the Reference Rate) in respect of a Representative Amount of
the Specified Currency that at least two out of five leading banks selected by the Calculation Agent in the principal
financial centre of the country of the Specified Currency or, if the Specified Currency is Euro or Renminbi, in such
financial centre(s) as is/are specified in the relevant Final Terms, in each case as selected by the Calculation Agent
("Principal Financial Centre") are quoting at or about the Relevant Time on the date on which such banks would customarily
quote such rates for a period commencing on the first day of the Interest Period to which the relevant Interest
Determination Date relates for a period equivalent to the relevant Interest Period (x) to leading banks carrying on
business in Europe, or (if the relevant currency is not Euro and the Calculation Agent determines that fewer than two of
such banks are so quoting to leading banks in Europe) (y) to leading banks carrying on business in the Principal Financial
Centre. 
 
In these Conditions: 
 
"Interest Determination Date" shall mean the date specified as such in the Final Terms or if none is so specified: 
 
(a)             if the Reference Rate is the London interbank offered rate ("LIBOR") (other than Sterling or Euro LIBOR),
the second London business day prior to the start of each Interest Period; 
 
(b)             if the Reference Rate is Sterling LIBOR, the first day of each Interest Period; 
 
(c)             if the Reference Rate is Euro LIBOR or the Euro-zone interbank offered rate ("EURIBOR"), the second day on
which the TARGET2 System in open prior the start of each Interest Period; 
 
(d)             if the Reference Rate is the Australian Bank Bill Swap Rate ("BBSW"), the first date of each Interest
Period; 
 
(e)             if the Reference Rate is the New Zealand Bank Bill reference rate interbank offered rate ("BKBM"), the
first day of each Interest Period; 
 
(f)              if the Reference Rate is the Hong Kong interbank offered rate ("HIBOR"), the first day of each Interest
Period; 
 
(g)             if the Reference Rate is the Toronto interbank offered rate ("BA-CDOR"), the first day of each Interest
Period; and 
 
(h)             if the Reference Rate is the Singapore interbank offered rate ("SIBOR"), the second Singapore business day
prior to the start of each Interest Period. 
 
"Reference Rate" shall mean (a) LIBOR, (b), EURIBOR, (c) BBSW, (d) BKBM, (e) HIBOR, (f) BA-CDOE or (g) SIBOR, in each case
for the relevant period, each as set out in the applicable Final Terms. 
 
"Relevant Financial Centre" shall mean (a) London, in the case of a determination of LIBOR, (b) Brussels in the case of a
determination of EURIBOR, (c) Sydney, in the case of a determination of BBSW, (d) Auckland and Wellington, in the case of a
determination of BKBM, (e) Hong Kong, in the case of a determination of HIBOR, (f) Toronto, in the case of a determination
of BA-CDOR and (g) Singapore, in the case of a determination of SIBOR, each as specified in the applicable Final Terms. 
 
"Relevant Time" shall mean (a)  in the case of LIBOR, 11.00 a.m., (b) in the case of EURIBOR, 11.00 a.m., (c) in the case
of BBSW, 10.30 a.m., (d) in the case of BKBM, 10.45 a.m., (e) in the case of HIBOR, 11.00 a.m., (f) in the case of BA-CDOR,
10.00 a.m., and (g) in the case of SIBOR, 11.00 a.m., each as specified in the applicable Final Terms. 
 
(iii)          BBSW Rate Determination 
 
If BBSW Rate Determination is specified in the Final Terms as the manner in which the Interest Rate is to be determined,
the Interest Rate applicable to the Floating Rate PD Debt Instruments for each Interest Period is the sum of the Margin (if
any) and the BBSW Rate. 
 
In this Condition, BBSW Rate means, for an Interest Period, the rate (expressed as a percentage per annum) for prime bank
eligible securities having a tenor closest to the Interest Period which is designated as the "AVG MID" on the Reuters
Screen BBSW page at approximately 10.10 am on the first day of that Interest Period. However, if such rate does not appear
on the Reuters Screen BBSW page by 10.30 am on that day, or if it does appear but the Issuer determines that there is an
obvious error in that rate, "BBSW Rate" means the rate determined by the Issuer in good faith having regard, to the extent
possible, to the comparable indices then available. The rate must be expressed as a percentage per annum and will be
rounded up, if necessary, to the next higher one ten-thousandth of a percentage point (0.0001 per cent.). 
 
(iv)         Minimum and/or Maximum Interest Rate 
 
If the relevant Final Terms specify a Minimum Interest Rate for any Interest Period then, in the event that the Interest
Rate in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than
such Minimum Interest Rate, the Interest Rate for such Interest Period shall be such Minimum Interest Rate. 
 
If the Final Terms specify a Maximum Interest Rate for any Interest Period then, in the event that the Interest Rate in
respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such
Maximum Interest Rate, the Interest Rate for such Interest Period shall be such Maximum Interest Rate. 
 
(v)          Fallback Interest Rate 
 
Unless otherwise specified in the relevant Final Terms, if the Calculation Agent is unable to determine a rate (or, as the
case may be, the arithmetic mean of rates) in accordance with the above provisions, the Interest Rate applicable to the PD
Debt Instruments during the relevant Interest Period will be the Interest Rate applicable to the PD Debt Instruments during
the immediately preceding Interest Period (with adjustment for any change in the Margin, Maximum Interest Rate or Minimum
Interest Rate). 
 
(vi)         Rounding 
 
For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all
percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves
being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such
currency (with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen.  For
these purposes "unit" means the lowest amount of such currency that is available as legal tender in the country of such
currency. 
 
(c)           Calculation of interest amount payable 
 
The Calculation Agent will, as soon as practicable on or after determining the Interest Rate in relation to each Interest
Period, calculate the amount of interest payable for the relevant Interest Period in respect of the principal amount of
each denomination of such PD Debt Instruments.  The amount of interest payable will be calculated by multiplying the
product of the Interest Rate for such Interest Period and the outstanding principal amount by the applicable Day Count
Fraction and rounding the resultant figure to the nearest unit of the currency in which the relevant PD Debt Instruments
are denominated or, as the case may be, in which such interest is payable (an amount equal to or above one half of any such
unit being 

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