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SUPPLEMENT TO THE BASE PROSPECTUS FOR THE ISSUE OF DEBT INSTRUMENTS MACQUARIE LIMITED (ABN 46 008 583 542) (incorporated with limited liability in the Commonwealth of Australia)

U.S.$25,000,000,000 (or equivalent in other currencies)

Debt Instrument Programme

ISSUER Macquarie Bank Limited

DEALERS Banc of America Securities Limited Capital Citi Credit Suisse HSBC ING Wholesale Banking Macquarie Bank International Limited Macquarie Bank Limited Macquarie Capital (USA) Inc. National Australia Bank Limited The UBS Investment Bank

ISSUING & PAYING AGENTS Deutsche Bank AG, Branch Deutsche Bank Luxembourg S.A.

The date of this Base Prospectus Supplement is 2 December 2008

2 Supplemental information

This supplement to the Base Prospectus for the issue of Debt Instruments (“Supplement”) is supplemental to, and must be read in conjunction with, the Base Prospectus for the issue of Debt Instruments dated and approved by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) on 23 September 2008 prepared by Macquarie Bank Limited (ABN 46 008 583 542) (“Macquarie Bank”) with respect to Macquarie Bank’s U.S.$25,000,000,000 Debt Instrument Programme and all documents which are deemed to be incorporated in, and to form part of, the Base Prospectus (“Base Prospectus”).

Application has been made to the CSSF, in its capacity as competent authority for the purposes of the Prospectus Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (“Prospectus Directive”), to approve this Supplement.

Macquarie Bank accepts responsibility for the information contained in this Supplement. To the best of Macquarie Bank’s knowledge (after having taken reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.

The Commonwealth of Australia has not authorised the publication of, nor reviewed, this Supplement or the Base Prospectus nor verified the information contained in them nor made any representations or warranties with respect to, nor accepted any responsibility for, the contents of this Supplement or the Base Prospectus or any other statement made or purported to be made on its behalf in connection with Macquarie Bank or the issue and offering of Debt Instruments.

This Supplement has been prepared pursuant to Article 16 of the Prospectus Directive.

In accordance with Article 16(2) of the Prospective Directive, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances.

Additional Financial Information

Macquarie Bank Limited Interim Directors’ Report and Financial Report Half-Year Ended 30 September 2008

The Macquarie Bank Limited Interim Directors’ Report and Financial Report Half Year Ended 30 September 2008 (“2009 half year financial report”), which includes the unaudited half year financial statements of Macquarie Bank consolidated with its controlled entities for the half years ended 30 September 2007, 31 March 2008 and 30 September 2008 and the auditor’s independent review report in respect of such financial statements has been filed with the CSSF and shall be deemed to be incorporated in, and to form part of, this Base Prospectus.

The unaudited half year financial statements of Macquarie Bank consolidated with its controlled entities for the half years ended 30 September 2007, 31 March 2008 and 30 September 2008 includes Income Statements, Balance Sheets, Statements of Changes in Equity, Cash Flow Statements, Notes to the Financial Statements, Directors’ Declaration and the Independent Auditor’s Review Report. These can be located in the 2009 half year financial report on the following pages:

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(Statements of Financial Performance) Balance Sheets 6 (Statements of Financial ) Statement of Changes in Equity 8 Cash Flow Statements 9 (Statements of Cash flows) Notes to the Financial Statements 10-32 Directors’ Declaration 33 Independent Auditor’s Review Report 34

Other information contained in the 2009 half year financial report of Macquarie Bank is incorporated by reference into this Supplement for information only.

Additional Information about Macquarie Bank Limited

“Real Estate Group” on pages 84-85= çÑ= íÜÉ= _~ëÉ= mêçëéÉÅíìë= ëÜ~ää= ÄÉ= ÇÉäÉíÉÇ= ~åÇ= êÉéä~ÅÉÇ= Äó= íÜÉ= ÑçääçïáåÖW

Real Estate Group

Macquarie’s Real Estate Group has businesses in Australia, North America, , and South Africa and provides a range of innovative real estate-related services including:

• Creation and fund management of listed real estate investment trusts (REITs), unlisted real estate funds and joint ventures;

• services;

• Investment and development project finance;

• Unlisted equity raising, debt/transaction origination and structuring, real estate securitisation;

• Real estate development; and

• Real estate research identifying market trends and opportunities.

Most of the Real Estate Group’s activities will become part of Macquarie Capital effective from 1 January 2009.

“Corporate and Asset Finance” shall be added above “Principal Markets” on page 86 of the Base Prospectus as follows:

Corporate and Asset Finance

Corporate and Asset Finance provides innovative and traditional capital, finance and related services to clients operating in selected international markets. With offices in Australia, New Zealand, Asia, North America and Europe, Corporate and Asset Finance specialises in:

• Leasing and asset finance;

• Offering tailored debt and finance solutions; and

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• Asset remarketing, sourcing and trading.

Corporate and Asset Finance was formed from the separation of Macquarie Capital Finance from Macquarie Capital in September 2008.

Australian banking legislation

As described in the Base Prospectus Macquarie Bank is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the Banking Act 1959 of Australia (“Banking Act”). Section 13A(3) of the Banking Act has recently been amended and all references to sections 13A(3) and 16 of the Banking Act and section 86 of the Reserve Bank Act 1959 of Australia (“Reserve Bank Act”) are deleted and replaced with the following:

“Section 13A(3) of the Banking Act provides that the assets of an ADI in Australia are, in the event of the ADI becoming unable to meet its obligations or suspending payment, available to meet in priority to all other liabilities of that ADI:

• first, certain obligations of the ADI to Australian Prudential Regulation Authority (“APRA”) (if any) arising under the financial claims scheme established by Division 2AA of Part II of the Banking Act in respect of amounts payable by APRA to holders of protected accounts up to a maximum of A$1 million per holder for all protected accounts held by the holder with the ADI. A “protected account” is either (a) an account where the ADI is required to pay the account-holder, on demand or at an agreed time, the net credit balance of the account, or (b) another account or financial product prescribed by regulation;

• second, APRA’s costs in exercising its powers and performing its functions relating to the ADI in connection with the government guarantee of protected accounts; and

• third, the ADI’s deposit liabilities in Australia (other than any liabilities under the first priority listed above).

Under section 16 of the Banking Act, other debts due to APRA shall in a winding-up of an ADI have, subject to section 13A of the Banking Act, priority over all other unsecured debts of that ADI. Further, under section 86 of the Reserve Bank Act, debts due by a bank (which includes Macquarie Bank) to the Reserve Bank of Australia (“RBA”) shall in a winding-up of that bank have, subject to sections 13A and 16 of the Banking Act, priority over all other debts of that bank other than debts due to the Commonwealth of Australia”

The Debt Instruments are not protected accounts and Macquarie Bank makes no representation as to whether Unsubordinated Debt Instruments would constitute deposit liabilities in Australia under such statutory provisions. Subordinated Debt Instruments will not constitute deposit liabilities of Macquarie Bank.

The provisions of sections 13A(3) and 16 of the Banking Act and section 86 of the Reserve Bank Act are a separate regime to the Australian Government Guarantee Scheme for Large Deposits and Wholesale Funding described below.

Australian Government Guarantee Scheme for deposit and wholesale funding

The Australia Government announced on 12 October 2008 that it would guarantee the deposits in eligible Australian ADIs (including Macquarie Bank) for a period of three years from 12 October 2008. Until 27 November 2008, the deposit guarantee applied to all deposits held in eligible ADIs (including foreign branches of eligible ADIs) by all types of legal entities, regardless of where the depositor resides, in any currency. Until 27 November 2008, no fee was payable by an ADI for the deposit guarantee.

The Banking Act has been amended to facilitate the deposit guarantee by establishing a financial claims scheme (“FCS”) to be administered by APRA (see above under the heading “Australian banking

5 legislation”). The Financial Claims Scheme (ADIs) Levy Act 2008 also provides for the imposition of a levy to fund the excess of certain of APRA’s financial claims scheme costs connected with an ADI over the sum of specified amounts paid to APRA by that ADI in connection the FCS or in the winding up of that ADI. The levy is imposed on liabilities of ADIs to their depositors and cannot be more than 0.5% of the amount of those liabilities.

From 28 November 2008, the first A$1 million of deposits held with an eligible ADI will be guaranteed for free under the FCS and an eligible ADI will be able to obtain coverage under a contractual deposit guarantee for amounts over A$1,000,000 in return for a fee (see below under the heading “fees in relation to the Australian Government’s deposit and wholesale term funding guarantees” on page 5 of this Supplement). The A$1 million threshold applies to the total amount of funds held by a depositor in (separate) deposit accounts with an eligible ADI.

Guarantee of wholesale funding by the Australian Government

The Australian Government also announced that it will guarantee wholesale term funding of an eligible ADI in return for a fee payable by that ADI (see below under the heading “Fees in relation to the Australian Government’s final large deposit and wholesale funding guarantees” on page 5 of this Supplement). An interim deed of guarantee (“Interim Deed”) was executed by the Australian Government on 2 November 2008. The Interim Deed automatically terminated on 27 November 2008.

On 21 November 2008 the Commonwealth of Australia released the final details and rules (“Scheme Rules”) of the guarantee facility. The obligations of the Commonwealth of Australia are contained in a deed of guarantee dated 20 November 2008 executed on behalf of the Commonwealth of Australia and taking effect from 28 November 2008 (“Guarantee”). The Scheme Rules govern access to protection under the Guarantee. The guarantee facility replaces the Interim Deed. The Guarantee and the Scheme Rules are available at www.guaranteescheme.gov.au.

The guarantee facility will be restricted to senior unsecured liabilities which are not complex and issued domestically or off-shore by eligible ADIs with a term of up to 60 months with the Guarantee to apply for the full term of the relevant liabilities including in the period following the closure of the facility to new issuances. The facility will be available for debt issuance in all major currencies. Guidance on the meaning of “not complex” is also available at www.guaranteescheme.gov.au.

The Australian Government has also announced that it will withdraw the final large deposit and wholesale term funding guarantee facility once market conditions have normalized.

Fees in relation to the Australian Government’s final large deposit and wholesale term funding guarantees

Fees will apply to the wholesale term funding guarantee and the guarantee for deposits above the A$1 million threshold. A different fee will apply to eligible ADIs based on their credit rating. The fee which will apply to Macquarie Bank, based on its current rating by Standard and Poor’s of A, is 100 basis points (or 1.00%). The fee will be levied on a monthly or quarterly basis depending on the liability.

Review of the Australian Government’s final large deposit and wholesale term funding guarantees

The Australian Government has announced the final large deposit and wholesale funding guarantee scheme will be reviewed on an ongoing basis and revised if necessary.

No issuance of guaranteed Debt Instruments under the Base Prospectus

Liabilities will only have the benefit of the Guarantee where an eligibility certificate has been issued by the Commonwealth of Australia in respect of those liabilities.

Macquarie Bank is entitled to apply for the issue of an eligibility certificate for certain liabilities to have the benefit of the Guarantee. However, Macquarie Bank does not intend applying for the issue of an eligibility certificate for the Debt Instruments to be issued under the Base Prospectus. However, Macquarie Bank may apply for the issue of an eligibility certificate for Debt Instruments to be issued

6 under the Programme as described in one or more other offering documents. Any such Debt Instruments issued with the benefit of an eligibility certificate and the Guarantee will not be listed on the Luxembourg Stock Exchange.

Additional risk factors

“Risk Factors” on pages 14-19 of the Base Prospectus shall be deleted and replaced by the following:

Risk Factors

Macquarie Bank believes that the following factors may affect its ability to fulfil its obligations under the Debt Instruments. All of these factors are contingencies which may or may not occur and Macquarie Bank is not in a position to express a view on the likelihood of all or any of such contingencies occurring. Factors which Macquarie Bank believes may be material for the purpose of assessing the market risks associated with Debt Instruments issued under the Programme are also described below.

Macquarie Bank believes that the factors described below represent the principal risks inherent in investing in the Debt Instruments, but Macquarie Bank may be unable to pay interest, principal or other amounts on or in connection with any Debt Instruments for other reasons and Macquarie Bank does not represent that the statements below regarding the risks of holding any Debt Instruments are exhaustive.

Each investor should read all the information set out in this Base Prospectus (including any documents incorporated by reference herein) and consult their own financial, tax and legal advisers as to the risks and investment considerations arising from an investment in an issue of Debt Instruments, the appropriate tools to analyse such an investment, and the suitability of such investment in the context of the particular circumstances of such investor.

Macquarie Bank is an ADI as that term is defined under the Banking Act.

Section 13A(3) of the Banking Act provides that the assets of an ADI in Australia are, in the event of the ADI becoming unable to meet its obligations or suspending payment, available to meet in priority to all other liabilities of that ADI:

• first, certain obligations of the ADI to APRA (if any) arising under the financial claims scheme established by Division 2AA of Part II of the Banking Act in respect of amounts payable by APRA to holders of protected accounts up to a maximum of A$1 million per holder for all protected accounts held by the holder with the ADI;

• second, APRA’s costs in exercising its powers and performing its functions relating to the ADI in connection with the government guarantee of protected accounts; and

• third, the ADI’s deposit liabilities in Australia (other than any liabilities under the first priority listed above).

Under Section 16(2) of the Banking Act, other debts due to APRA shall in a winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other unsecured debts of that ADI. Further, under section 86 of the Reserve Bank Act), debts due by a bank (which includes Macquarie Bank) to the RBA shall in a winding-up of that bank have, subject to sections 13A(2) and 16(2) of the Banking Act, priority over all other debts of that bank other than debts due to the Commonwealth of Australia.

The Debt Instruments are not protected accounts and Macquarie Bank makes no representation as to whether the Debt Instruments would constitute deposit liabilities in Australia under such statutory provisions. Subordinated Debt Instruments will not constitute deposit liabilities of Macquarie Bank.

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Debt Instruments may not be a suitable investment for all investors

Investors should have (either alone or with the help of a financial adviser) sufficient knowledge and experience in financial and business matters to meaningfully evaluate the merits and risks of investing in a particular issue of Debt Instruments and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement or Final Terms as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their particular circumstances.

In addition, each potential investor should also:

(a) understand (either alone or with the help of a financial adviser) thoroughly the terms of the relevant Debt Instruments and be familiar with the behaviour of any relevant indices and financial markets; and

(b) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

A potential investor should have the expertise (either alone or with the help of a financial adviser) to evaluate how the Debt Instruments will perform under changing conditions, the resulting effects on the value of such Debt Instruments and the impact this investment will have on the potential investor’s overall investment portfolio and sufficient financial resources and liquidity to bear all of the risks of an investment in such Debt Instruments.

In addition, certain issues of Debt Instruments may not be an appropriate investment for investors who are inexperienced with respect to:

(a) the applicable interest rate indices, currencies, other indices or formulas, or redemption or other rights or options;

(b) investments where the amount of principal and/or interest payable (if any) is based on the price, value, performance or some other factor and/or the creditworthiness of one or more entities; or

(c) investments where a currency of payment and the investor's currency are different. Investors should have sufficient financial resources to bear the risks of an investment in Debt Instruments.

Risks relating to the Issuer

The value of the Debt Instruments depends upon, amongst other things, the ability of Macquarie Bank to fulfil its obligations under the Terms and Conditions. A summary of the significant risks that affect Macquarie Bank’s results of operations and financial condition is set forth below. Macquarie Bank has a Risk Management Group which is an independent, centralised unit and assists in the appropriate assessment and management of risks.

Macquarie Bank is assigned credit ratings by various rating agencies. If one or more of these credit ratings were downgraded this could have the effect of increasing the cost of funds raised by Macquarie Bank from the financial markets, reducing Macquarie Bank’s ability to access certain capital markets and/or adversely impact the willingness of counterparties to deal with Macquarie Bank . A rating downgrade could be driven by the occurrence of one or more of the risk factors described in this document or by other events.

(a) Market conditions, including funding. Global market conditions are subject to periods of volatility and change which can negatively affect market liquidity, increase credit spreads and reduce funding availability. Volatile and deteriorating market conditions can have the effect of reducing activity and transaction flow in a range of industry sectors, which could adversely impact Macquarie Bank’s financial performance. These conditions also impact Macquarie Bank’s ability

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to fund its business in a similar manner, and at a similar cost, to the funding raised in the past. Other risks associated with funding that Macquarie Bank may face are over reliance on a particular funding source or a simultaneous increase in funding costs across a broad range of sources.

Since the second half of 2007, global credit markets have experienced difficult conditions. Most recently, these conditions have resulted in the failures of a number of financial institutions and the intervention of government authorities and central around the world.

These challenging market conditions increase the likelihood of, and possible impact of, a number of the risks referred to below and have resulted in reduced liquidity, greater volatility, declining asset prices, greater counterparty credit risk, widening of credit spreads and lack of price transparency in credit markets.

It is difficult to predict how long these conditions will persist, what effect they will ultimately have on global economic conditions or on Macquarie Bank’s businesses and strategy.

(b) Liquidity. Macquarie Bank is exposed to the risk that it is unable to meet its financial commitments when they fall due, which could arise due to mismatches in cashflows. Liquidity could be impaired by an inability to access debt markets, an inability to sell assets or unforeseen outflows of cash or collateral.

(c) Market risk. Macquarie Bank is subject to the risk of loss associated with the level of volatility and prices in the equity and other markets in which Macquarie Bank operates and holds assets. Changes in interest costs and exchange rates may also affect the financial performance of Macquarie Bank and the statement of its financial results. The profitability of Macquarie Bank’s businesses could be adversely affected by a worsening of general economic conditions in its markets, as well as by Australian and offshore trading market conditions.

(d) Credit risk. Macquarie Bank is exposed to the risk of financial loss as a result of failure by a client or other counterparty to meet its contractual obligations. Credit risk arises from lending and trading activities.

(e) Legal, regulatory, compliance and documentation risk. Some of Macquarie Bank’s businesses are highly regulated, including regulation relating to prudential and liquidity requirements. Failure to comply with legal and regulatory requirements or government policies may have an adverse affect on Macquarie Bank and its reputation among customers and regulators in the market.

Macquarie Bank could be adversely affected by changes in legal, regulatory and compliance requirements (including requirements relating to licensing and the management of conflicts of interest). In particular, any change in regulation to increase the requirements for capital adequacy could have an adverse affect on Macquarie Bank’s businesses.

It is not possible to predict what regulatory or related changes may result from the current market conditions or the effect any such changes would have on Macquarie Bank and its businesses.

In response to the recent affecting the banking system and financial markets generally, and deteriorating global financial conditions, in October 2008, the Australian government announced that it will guarantee deposits and certain wholesale term funding of eligible authorised deposit-taking institutions in Australia. Similar actions have been announced by governments and regulatory bodies in other jurisdictions. It is not certain that these actions will achieve the intended effect.

Macquarie Bank is also exposed to the risk of inappropriate documentation of contractual relationships and litigation risk.

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(f) Operational risk. Macquarie Bank may incur financial loss, adverse regulatory consequences or reputational damage due to inadequate or failed internal or external processes, people or systems or external events.

(g) Tax risk. Macquarie Bank’s business operations expose Macquarie Bank to unforeseen potential tax liabilities that could have an adverse impact on Macquarie Bank’s results of operation and Macquarie Bank’s reputation.

(h) Reputational risk. Macquarie Bank’s reputation and business could be adversely affected by negative publicity about Macquarie Bank.

(i) Competition. Macquarie Bank faces significant competition from local and international competitors, which compete vigorously for participation in the various markets and sectors across which Macquarie Bank operates. The effect of competition may adversely impact Macquarie Bank’s business operations.

(j) New business. A number of Macquarie Bank’s business initiatives may bring Macquarie Bank into contact, directly or indirectly, with individuals and entities that are new clients, with new asset classes and other new products or and new markets. These business activities expose Macquarie Bank to new and enhanced risks, including reputational risks arising from dealing with a range of new counterparties and investors.

Risks relating to particular Debt Instruments and the market generally

The risks of a particular Debt Instrument will depend on the terms of such Debt Instrument, but may include, without limitation, the possibility of significant changes in:

(a) the values of the applicable currencies, commodities, interest rates or other indices or formulae;

(b) the price, value, performance or any other applicable factor relating to one or more securities, assets or other property; or

(c) the creditworthiness of entities other than Macquarie Bank.

Such risks generally depend on factors over which Macquarie Bank has no control and which cannot readily be foreseen, such as economic and political events and the supply of and demand for the relevant currencies, commodities, securities, assets or other property. Neither the current nor the historical price, value or performance of (A) the relevant currencies, commodities, interest rates or other indices or formulae, (B) the relevant classes of securities, assets or other property, or (C) the relevant entities should be taken as an indication of future price, value or performance during the term of any Debt Instrument. Set out below is a further brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and legal risks in relation to Debt Instruments.

Subordinated Debt Instruments

The obligation of the Issuer prior to the commencement of a winding up to make payments when due in respect of Subordinated Debt Instruments is conditional upon the Issuer being solvent immediately before and after payment by the Issuer. Furthermore, in the case of Subordinated Debt Instruments, if the Issuer is declared insolvent and a winding up is commenced, it will be required to pay the holders of Unsubordinated Debt Instruments and meet its obligations to all its other creditors (including unsecured creditors, but excluding any obligations in respect of subordinated debt which rank pari passu with, or after, the Subordinated Debt Instruments) in full before it can make any payments on Subordinated Debt Instruments. If this occurs, the Issuer may not have enough assets remaining after these payments to pay amounts due under Subordinated Debt Instruments.

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Market and liquidity risks

Debt Instruments may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Debt Instruments easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Debt Instruments that are especially sensitive to interest rate, currency or markets risks, designed for specific investment objectives or strategies or structured to meet the investment requirements of limited categories of investors. These types of Debt Instruments generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Debt Instruments.

Australian insolvency law

In the event that Macquarie Bank becomes insolvent, insolvency proceedings will be governed by Australian law. Australian insolvency laws are different from the insolvency laws of certain other jurisdictions. In particular, the voluntary administration procedure under the Corporations Act, which provides for the potential re-organization of an insolvent company, differs significantly from Chapter 11 under the United States Bankruptcy Code and may differ from similar provisions under the insolvency laws of other non-Australian jurisdictions. If Macquarie Bank becomes insolvent, the treatment and ranking of holders of the Debt Instruments and Macquarie Bank’s shareholders under Australian law may be different from the treatment and ranking of holders of the Debt Instruments and Macquarie Bank’s shareholders if Macquarie Bank were subject to the bankruptcy laws of the United States or the insolvency laws of certain other jurisdictions.

Exchange rate risk

Macquarie Bank will pay principal and interest on Debt Instruments in the relevant specified currency (“Specified Currency”). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (“Investor’s Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (A) the Investor’s Currency-equivalent yield on the Debt Instruments (B) the Investor’s Currency-equivalent value of the principal on the Debt Instruments, and (C) the Investor’s Currency- equivalent market value of the Debt Instruments. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Issue price and optional redemption risks

Debt Instruments may be issued where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of its investment.

An optional redemption feature is likely to limit the market value of Debt Instruments. During any period when Macquarie Bank may elect to redeem Debt Instruments, the market value of those Debt Instruments generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. Macquarie Bank may be expected to redeem Debt Instruments when its cost of borrowing is lower than the interest rate on the Debt Instruments. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Debt Instruments being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

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Interest rate risks

Investment in fixed rate Debt Instruments involves the risk that subsequent changes in market interest rates may adversely affect the value of such fixed rate Debt Instruments.

The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest- bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Debt Instruments may be issued with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a “Relevant Factor”). Potential investors should be aware that:

(a) the market price of such Debt Instruments may be volatile;

(b) they may receive no interest;

(c) payment of principal or interest may occur at a different time than expected;

(d) the amount of principal payable at redemption may be less than the nominal amount of such Debt Instruments or even zero;

(e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;

(f) if a Relevant Factor is applied to Debt Instruments in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and

(g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

Legal considerations

Legal considerations may restrict certain investments. The investment activities of certain investors are or may be subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult their legal advisers to determine whether and to what extent (A) Debt Instruments are legal investments for it (B) Debt Instruments can be used as collateral for various types of borrowing and (C) other restrictions apply to its purchase or pledge of any Debt Instruments. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Debt Instruments under any applicable risk-based capital or similar rules.

Further, changes in governmental policy and regulation may also have an impact on Macquarie Bank. In addition to changes in laws and regulations, the policies and practices of government regulators may change and political and diplomatic developments may have an unexpected or adverse impact on market conditions generally or specifically affect the activities, business or practices of Macquarie Bank or the terms and conditions of the Debt Instruments.

Credit Ratings

One or more independent credit rating agencies may assign credit ratings to the Debt Instruments to be issued by Macquarie Bank under the Programme. The rating(s) (if any) of the Debt Instruments will be specified in the applicable Final Terms. The rating(s) may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Debt Instruments.

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A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, cancellation, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

Modification and substitution

The terms and conditions of the Debt Instruments will contain provisions for calling meetings of Debt Instrument Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Debt Instrument Holders including such Debt Instrument Holders who did not attend and vote at the relevant meeting and Debt Instrument Holders who voted in a manner contrary to the majority.

*****

Macquarie Bank will provide, without charge, upon the written request of any person, a copy of this Supplement and the information which is incorporated in this Supplement by reference. Written requests should be directed to Macquarie Bank at its office at No. 1 Martin Place, NSW 2000, Australia, for attention of the Treasurer. In addition, such documents and information will be available for inspection free of charge at the offices of Deutsche Bank AG, London Branch Winchester House, 1 Great Winchester Street London EC2 2DB, United Kingdom and Deutsche Bank Luxembourg S.A., 2, bld Konrad Adenauer, L-1115 Luxembourg.

Copies of this Supplement and the information incorporated by reference will also be published on the Luxembourg Stock Exchange’s internet site www.bourse.lu and on Macquarie Bank’s internet site www.macquarie.com.au.

In accordance with Article 10 of the Prospectus Directive, all information which Macquarie Bank has published or made available to the public in compliance with its obligations under the laws of the Commonwealth of Australia dealing with the regulation of securities, issuers of securities and securities markets has been released to ASX Limited (“ASX”) in compliance with the continuous disclosure requirements of the ASX Listing Rules. Announcements made by Macquarie Bank under such rules are available on the ASX’s internet site www.asx.com.au (Macquarie’s ASX code is MBL).

To the extent of any inconsistency between any statement in this Supplement and any statement in, or incorporated by reference into, the Base Prospectus, the statements in this Supplement will prevail.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

MACQUARIE BANK LIMITED

2 December 2008