Macquarie Group Capital Notes 4 Prospectus for the issue of Macquarie Group Capital Notes 4 (MCN4) to raise $750 million with the ability to raise more or less. Issuer Arranger and Joint Lead Managers Co-Managers Macquarie Group Limited Joint Lead Manager ANZ Securities Limited Macquarie Equities Limited ABN 94 122 169 279 Macquarie Capital Citigroup Global Markets Australia Bell Potter Securities Limited Pty Limited (Australia) Limited JBWere Limited Commonwealth Bank of Australia Ord Minett Limited Evans Dixon Corporate Advisory Pty Limited J.P. Morgan Securities Australia Limited Morgans Financial Limited National Australia Bank Limited Westpac Institutional Bank macquarie.com Important notices About this Prospectus Past performance information This Prospectus relates to the offer by Macquarie Group Limited The financial information provided in this Prospectus is for information ABN 94 122 169 279 (“MGL”) of Macquarie Group Capital Notes 4 purposes only and is not a forecast of performance to be expected in (“MCN4”) to raise $750 million with the ability to raise more or less future periods. Past performance and trends should not be relied upon (the “Offer”). as being indicative of future performance and trends. This Prospectus is dated 5 March 2019 and a copy was lodged with Financial statements and forward looking information the Australian Securities and Investments Commission (“ASIC”) on Section 3.7 sets out financial information in relation to MGL. The basis that date pursuant to section 713(1) of the Corporations Act 2001 of preparation of that information is set out in section 3.7. All financial (Cth) (“Corporations Act”) (as modified by the ASIC Corporations amounts contained in this Prospectus are expressed in Australian (Regulatory Capital Securities) Instrument 2016/71). This is a replacement dollars and rounded to the nearest million unless otherwise stated. prospectus which replaces the Prospectus dated and lodged with ASIC Any discrepancies between totals and sums of components in tables on 25 February 2019 (“Original Prospectus”). This Prospectus expires contained in this Prospectus are due to rounding. 13 months after that date and no MCN4 will be issued on the basis of this Prospectus after that expiry date. This Prospectus contains forward looking statements which are identified by words such as “may”, “could”, “believes”, “estimates”, “expects”, Neither ASIC nor ASX Limited (“ASX”) take any responsibility for the “intends” and other similar words that involve risks and uncertainties. contents of this Prospectus or for the merits of investing in MCN4. Any forward looking statements are subject to various risk factors that Documents relevant to the Offer could cause actual circumstances or outcomes to differ materially In addition to this Prospectus, the following documents are relevant from the circumstances or outcomes expressed, implied or anticipated to the Offer and can be obtained from www.MCN4Offer.com.au: in these statements. Forward looking statements should be read in • the MCN4 Terms (see Appendix A to this Prospectus); conjunction with the risk factors as set out in section 4 and other • the Trust Deed (see section 6.1); and information in this Prospectus. • the MGL Constitution. No personal investment advice Status of MCN4 The information provided in this Prospectus is not personal investment advice and has been prepared without taking into account your MCN4 are fully paid, unsecured, subordinated, non-cumulative, investment objectives, financial situation or particular needs (including mandatorily convertible notes. financial and taxation issues). It is important that you read this Prospectus MCN4 are not deposit liabilities and are not protected accounts of in full before deciding to invest in MCN4 and consider the risks that could Macquarie Bank Limited ABN 46 008 583 542 (“MBL”) under the Banking affect the performance of MCN4. See in particular the risks set out in Act 1959 (Cth) (“Banking Act”) and are not guaranteed or insured by any section 4. government, government agency or compensation scheme of Australia or any other jurisdiction. MGL is not an authorised deposit-taking institution ASX quotation (“ADI”) for the purposes of the Banking Act and its obligations do not MCN4 will trade under ASX code MQGPD. represent deposits or other liabilities of MBL. The investment performance of MCN4 is not guaranteed by MGL, MBL or any other member of the About the Trustee Macquarie Group. The Trustee has not authorised or caused the issue of this Prospectus and has not been involved in the preparation of any part of this Prospectus. Claims in respect of MCN4 are subordinated in a winding up of MGL so as to rank after all creditors, equally with the holders of certain preference The Trustee has not made any statement or purported to make any shares and other equal ranking instruments and ahead only of holders statement in this Prospectus or any statement on which a statement in of Ordinary Shares. Further, if MGL is in financial difficulty some or this Prospectus is based, other than as specified in this Prospectus. all MCN4 may be required to be Exchanged into Ordinary Shares or Applications and obtaining a Prospectus Written-Off. If Exchange occurs, you would be in the position of a holder of Ordinary Shares and those shares may be worth significantly less than For Applications for MCN4 pursuant to the Securityholder Offer, paper your investment in MCN4. If an MCN4 is Written-Off you lose all of your copies of this Prospectus and an Application Form can be obtained free investment in the MCN4. of charge by calling the MCN4 Offer Information Line on 1300 005 027 (within Australia) or on + 61 2 8023 5474 (International) (Monday to MCN4 are unsecured notes for the purposes of section 283BH of the Friday 8:30am – 5:30pm, Sydney time) during the Offer Period. You must Corporations Act. contact your Syndicate Broker for information on how to apply through MCN4 are issued by MGL under the MCN4 Terms and the Trust Deed and the Broker Firm Offer. holders of MCN4 have no claim on MGL except as provided in the MCN4 This Prospectus can also be obtained electronically from Terms and the Trust Deed. www.MCN4Offer.com.au. If you access an electronic copy of this Key Risks Prospectus, the following conditions apply: • this Prospectus is only available to residents of Australia accessing and Investments in securities such as MCN4 are subject to risks which downloading, or printing, the electronic Prospectus in Australia; could affect their performance, including loss of investment and income. The market price of MCN4 or any particular rate of return is • you must access and download the electronic Prospectus in full; and not guaranteed by MGL or any other member of the Macquarie Group. • your Application will only be valid where you have completed an Application Form that was attached to, or accompanied, the electronic Information about the key risks of investing in MCN4 is detailed in Prospectus. You may also apply by completing the online Application section 4. Form available at www.MCN4Offer.com.au. By lodging an Application, No representations other than in this Prospectus you declare that you were given access to the electronic Prospectus together with the Application Form. No person is authorised to provide any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by MGL. Contents No cooling-off rights Important notices Inside front cover Investors should note that no cooling-off rights (whether by law or otherwise) apply to an Application for MCN4. This means, that in most Guidance for investors 2 circumstances, you cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act. Key dates 3 Restrictions on foreign jurisdictions 1. Investment overview 4 The distribution of this Prospectus and the offer or sale of MCN4 may be restricted by law in certain jurisdictions. This Prospectus does not 2. About MCN4 16 constitute an offer in any place in which, or to any person to whom, it 3. About MGL and the Macquarie Group 38 would not be lawful to make such an offer. Persons who receive this Prospectus outside Australia must inform 4. Investment risks 45 themselves about and observe all such restrictions. Nothing in this Prospectus is to be construed as authorising its distribution or the offer 5. Taxation summary 60 or sale of MCN4 in any jurisdiction other than Australia and New Zealand, 6. Additional information 64 and MGL does not accept any liability in that regard. Furthermore, MCN4 may not be offered or sold, directly or indirectly, and 7. How to apply 75 neither this Prospectus nor any other offering material may be distributed Appendix A: MCN4 Terms 82 or published, in any jurisdiction except under circumstances that will result in compliance with any applicable laws or regulations. Appendix B: Glossary 107 Foreign selling restrictions are outlined in section 6.9. In particular, MCN4 have not been and will not be registered under the U.S. Securities Act of Corporate directory Inside back cover 1933, as amended (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) (“U.S. Person”) except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Neither this Prospectus nor any Application Form or other materials relating to the Offer may be distributed in the United States.