MGL Structured Note Programme Base Prospectus
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BASE PROSPECTUS Dated 2 July 2021 MACQUARIE GROUP LIMITED (ABN 94 122 169 279) (incorporated with limited liability in the Commonwealth of Australia) STRUCTURED NOTE PROGRAMME Under this Structured Note Programme (the "Programme"), Macquarie Group Limited ("MGL") or such other issuer as may accede to the Programme and be specified in the applicable Final Terms (each an "Issuer") may from time to time issue direct, unsecured, unsubordinated and unconditional notes ("Notes"). Notes of any kind may be issued including but not limited to Notes relating to a specified index or a basket of indices ("Index Linked Notes"), a specified equity security or a basket of equity securities ("Equity Linked Notes"), a specified currency or a basket of currencies ("FX Linked Notes"), a specified commodity or a basket of commodities ("Commodity Linked Notes"), a specified fund or a basket of funds ("Fund Linked Notes") or the credit of a reference entity or a basket of reference entities ("Credit Linked Notes"). Notes may also bear interest. 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" (the "Note Conditions", or "Conditions") on pages 127 to 177 (inclusive) and any applicable Additional Terms and Conditions on pages 236 to 425 (inclusive) (together with the Note Conditions, the "Base Conditions") and on such additional terms as will be set out in the applicable Final Terms (the "Final Terms"). The Notes may (but need not) be issued on a continuing basis to the initial dealer specified in the "General Description of the Programme" section (the "Initial Dealer") and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. The Notes may also be issued other than to a Dealer on terms as may be separately agreed in writing from time to time by the Issuer and such other person. In such circumstances, the applicable Final Terms will indicate that there will not be a Dealer in respect of the relevant Series of Notes. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$5,000,000,000 (or its equivalent in other currencies), subject to increase in accordance with the terms of the Fourth Amended and Restated Programme Agreement dated 2 July 2021 (the "Programme Agreement"). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This Base Prospectus has not been approved as a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and, accordingly, no offer to the public may be made and no admission to trading may be applied for on any market in the European Economic Area ("EEA") designated as a regulated market for the purposes of the Prospectus Regulation. This Base Prospectus has not been approved as a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation") and, accordingly, no offer to the public may be made and no admission to trading may be applied for on a United Kingdom regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"). Notes may only be issued under this Programme in circumstances where no prospectus is required to be published under the Prospectus Regulation and the UK Prospectus Regulation (see "Subscription and Sale" below). The Initial Dealer has represented and agreed, and each further Dealer appointed under the Programme will represent and agree, that this Base Prospectus has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore (the "MAS"). Accordingly, the Initial Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore. Any Notes offered to investors outside Singapore will be offered in compliance with the applicable laws and regulations of the jurisdiction in which such Notes are being offered. Application has been made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in and for the quotation of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. There is no guarantee that the application to the SGX-ST for the listing of Notes will be approved. The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions ii expressed or reports contained in this Base Prospectus and the applicable Final Terms in relation to Notes listed on the SGX-ST. Admission to the Official List of the SGX-ST and quotation of any Notes on the SGX- ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries, its associated companies or such Notes. Notes listed on another stock exchange and unlisted Notes may also be issued under the Programme. The Issuer, in relation to Notes which will be listed on the SGX-ST undertakes, confirms, and/or agrees that so long as any of the Notes are listed on the SGX-ST it will appoint and maintain a Singapore paying agent in the event that any of the Global Notes are exchanged for Notes in definitive form, and provide details of such exchange including all material information with respect to the delivery of the definitive Notes, including details of the Singapore paying agent by way of an announcement to the SGX-ST, for so long as the Notes are listed on the SGX-ST. NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SFA: UNLESS OTHERWISE STATED IN THE FINAL TERMS OF THE NOTES IN RESPECT OF ANY NOTES, ALL NOTES ISSUED OR TO BE ISSUED UNDER THE PROGRAMME SHALL BE CAPITAL MARKETS PRODUCTS OTHER THAN PRESCRIBED CAPITAL MARKETS PRODUCTS (AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE) AND SPECIFIED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS). The Notes 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.