Macquarie Bank Limited, London Branch
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MACQUARIE BANK LIMITED, LONDON BRANCH (ABN 46 008 583 542) (incorporated with limited liability in the Commonwealth of Australia) COMMODITY-LINKED NOTE AND CERTIFICATE PROGRAMME Under this Commodity-linked Note and Certificate Programme (the "Programme"), Macquarie Bank Limited, London Branch (the "Issuer") may from time to time issue direct, unsecured, unsubordinated and unconditional notes ("Notes") or certificates ("Certificates" and, together with Notes, "Instruments"). Instruments relating to a specified commodity index or basket of commodity indices ("Commodity-linked Instruments") may be issued on the terms set out in this Base Prospectus as completed by the final terms prepared in connection with such Tranche (the “Final Terms”). Instruments may also be issued under the Programme on terms set out in a pricing supplement or a prospectus, incorporating by reference the whole or any part of this Base Prospectus (a "Pricing Supplement" or a “Series Prospectus”, respectively) (or by any other similar document, which together with a Pricing Supplement and a Series Prospectus, are the “Alternative Drawdown Documents” and each an “Alternative Drawdown Document”). This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended, including amendments made by Directive 2010/73/EU) (the "Prospectus Directive") and Commission Regulation (EC) 809/2004 (as amended) (the "Prospectus Regulation"). Instruments may also bear interest (in the case of Notes). Each issue of Notes will be issued on the terms set out herein which are relevant to such Notes under "Terms and Conditions of the Notes" on pages 37 to 63 of this Base Prospectus (the "Note Conditions"). Each issue of Certificates will be issued on the terms set out herein which are relevant to such Certificates under "Terms and Conditions of the Certificates" on pages 72 to 82 of this Base Prospectus (the "Certificate Conditions" and together with the Note Conditions, the "Base Conditions"). Commodity-linked Instruments will be issued on the basis of the relevant Base Conditions, as supplemented by the Additional Terms and Conditions on pages 87 to 90 of this Base Prospectus. Macquarie Bank Limited, London Branch does not constitute a separate legal entity from Macquarie Bank Limited ("Macquarie Bank") and the obligations incurred by Macquarie Bank in issuing Instruments through a branch outside Australia are obligations of Macquarie Bank as a whole. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$500,000,000 (or its equivalent in other currencies). An investment in Instruments issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" on pages 9 to 25 of this Base Prospectus. Application will be made to the Luxembourg Stock Exchange for Instruments issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Instruments issued under the Programme may also be admitted to trading or listed on the Euro MTF exchange regulated market operated by the Luxembourg Stock Exchange, or another or further stock exchange(s), multilateral trading facility(ies) or market(s). Unlisted Instruments may also be issued. The applicable Final Terms or Alternative Drawdown Document (the “Issue Terms”) will state whether or not the relevant Instruments are to be admitted to trading and/or listed and, if so, on which stock exchange(s) and/or multilateral trading facility(ies) and/or market(s). Macquarie Bank International This document has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 as amended (the "Prospectus Act 2005") on prospectuses for securities which implements the Prospectus Directive (Directive 2003/71/EC, as amended) into Luxembourg law. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. The Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area with a notification attesting that this base prospectus has been drawn up in accordance with the Prospectus Act 2005. The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Instruments will be offered and sold outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). See "Form of the Notes", "Form of Certificates", as applicable, for a description of the manner in which Instruments will be issued. Instruments are subject to certain restrictions on resale and transfer, see "Subscription and Sale". This Base Prospectus and the documents incorporated in this Base Prospectus by reference (see "Documents Incorporated by Reference" on pages 26 to 27 of this Base Prospectus) are published on the Luxembourg Stock Exchange’s internet site www.bourse.lu and available on the internet site www.macquarie.com.au. The date of this Base Prospectus is 11 April 2014. ii IMPORTANT NOTICES This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and is provided for the purpose of giving information with regard to the Issuer and its subsidiaries which, according to the particular nature of the Issuer and the Instruments, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the risks associated with an investment in the Instruments. The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the delivery of this Base Prospectus nor any Issue Terms nor any sale made in connection herewith at any time shall under any circumstances, create the implication that there has been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change in the financial position of the Issuer since the date hereof or that any other information supplied in connection with the Instruments is correct as of any time subsequent to the date on which it is supplied. No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus and/or in the relevant Issue Terms in connection with the issue or sale of the Instruments and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Dealer (as defined in the section headed “General Description of the Programme”) or any other person. Neither this Base Prospectus nor any Issue Terms constitutes an offer of, or an invitation by or on behalf of the Issuer or the Dealer or any other person to subscribe for, or purchase, any Instruments. Macquarie Bank Limited is a subsidiary of Macquarie Group Limited (ABN 94 122 169 279) (“MGL”) and in this Base Prospectus references to the “Macquarie Group” are references to MGL and its controlled entities and references to the “Banking Group” are references to Macquarie Bank Limited and its controlled entities. Other than Macquarie Bank Limited, any Macquarie Group entity noted in this Base Prospectus is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). That entity’s obligations do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of that entity, unless noted otherwise The distribution of this Base Prospectus and the offering or sale of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer and the Dealer to inform themselves about and to observe any such restriction. The publication of this Base Prospectus is not intended as an offer or solicitation for the purchase or sale of any Instruments in any jurisdiction where such offer or solicitation would violate the laws of such jurisdiction. The Instruments have not been and will not be registered under the Securities Act and may include Instruments in bearer form that are subject to U.S. tax law requirements. The Issuer has not registered and will not register under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, the Instruments may not be offered, sold, resold, delivered or transferred within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) except in accordance with the Securities Act or an exemption therefrom and under circumstances which will not require the Issuer to register under the Investment Company Act.