= SUPPLEMENT TO THE BASE PROSPECTUS FOR THE ISSUE OF DEBT INSTRUMENTS MACQUARIE BANK 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 Barclays Capital Citi Credit Suisse Deutsche Bank HSBC ING Wholesale Banking Lehman Brothers Macquarie Bank International Limited Macquarie Bank Limited Macquarie Capital (USA) Inc. National Australia Bank Limited The Royal Bank of Scotland UBS Investment Bank ISSUING & PAYING AGENTS Deutsche Bank AG, London 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: cáå~åÅá~ä=oÉéçêí=e~äÑ=vÉ~ê=båÇÉÇ=PM= pÉéíÉãÄÉê=OMMU Page Income Statements 5 3 (Statements of Financial Performance) Balance Sheets 6 (Statements of Financial Position) 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, Asia, Europe 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; • Asset management 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 4 • 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