Macquarie Bank Capital Notes Prospectus for the issue of Issuer Macquarie Bank Capital Notes (BCN) Macquarie Bank Limited (ACN 008 583 542) to raise $400m with the ability to raise Arranger and Joint Lead Manager more or less Macquarie Capital (Australia) Limited Joint Lead Managers ANZ Securities Limited Citigroup Global Markets Australia Pty Limited Commonwealth Bank of Australia Evans and Partners Pty Limited J.P. Morgan Australia Limited Macquarie Capital (Australia) Limited Morgans Financial Limited National Australia Bank Limited Co-Managers Bell Potter Securities Limited JBWere Limited Macquarie Equities Limited Ord Minnett Limited IMPORTANT NOTICES difficulty BCN may be required to be No personal investment advice Securities Act of 1933, as amended Exchanged into MGL Ordinary Shares (“Securities Act”) or the securities Prospectus The information provided in this or Written Off. If Exchange occurs, Prospectus is not personal investment laws of any state or other jurisdiction This Prospectus relates to the offer you would be in the position of advice and has been prepared without of the United States and may not be by Macquarie Bank Limited (ACN 008 a holder of MGL Ordinary Shares taking into account your investment offered, sold or resold in the United 583 542) (the “Issuer” or “MBL”) of and those shares may be worth objectives, financial situation or States or to, or for the benefit of, Macquarie Bank Capital Notes (“BCN”) significantly less than your investment particular needs (including financial any “US Person” (as defined in to raise $400 million with the ability to in BCN. If a BCN is Written Off you and taxation issues). It is important Regulation S under the Securities Act) raise more or less (the “Offer”). lose all of your investment in the BCN. that you read this Prospectus in full except pursuant to an exemption from This Prospectus is dated BCN are issued by the Issuer under before deciding to invest in BCN and the registration requirements of the 15 September 2014 and a copy was the BCN Terms and the BCN Deed Poll consider the risks that could affect the Securities Act. Neither this Prospectus lodged with the Australian Securities and BCN Holders have no claim on the performance of BCN. See in particular nor any Application Form or other and Investments Commission (“ASIC”) Issuer or Macquarie Group Limited the risks set out in section 4. materials relating to the Offer may on this date in accordance with the (ACN 122 169 279) (“MGL”) except be distributed in the United States. Online Applications and obtaining Corporations Act 2001 (Cth) as provided in the BCN Terms and a Prospectus Defined words and expressions (“Corporations Act”). This Prospectus the BCN Deed Poll. The investment Some words and expressions used expires 13 months after this date and performance of BCN is not guaranteed Applications for BCN pursuant to the in this Prospectus have defined no BCN will be issued on the basis of by the Issuer, MGL or any other Securityholder Offer or General Offer meanings. These words and this Prospectus after that expiry date. member of the Macquarie Group. can only be made online by completing expressions are capitalised and are Neither ASIC nor ASX Limited (“ASX”) the online Application Form available defined in Appendix B “Glossary”. take any responsibility for the contents Key Risks at www.MacquarieBCNOffer.com.au. A reference to a “clause” in this of this Prospectus or for the merits of Investments in securities such as BCN By lodging an Application, you declare Prospectus is a reference to the investing in BCN. are subject to risks which could affect that you were given access to the their performance, including loss of electronic Prospectus together with corresponding clause in the BCN Exposure Period investment and income. The market the online Application Form. Terms unless otherwise stated. Under the Corporations Act, the Issuer price of BCN or any particular rate of This Prospectus can be A reference to dollar or $ in this is prohibited from processing return is not guaranteed by the Issuer, obtained electronically from Prospectus is a reference to Australian Applications in the seven day period MGL or any other member of the www.MacquarieBCNOffer.com.au. currency. A reference to time in this after 15 September 2014, being the Macquarie Group. If you access an electronic copy Prospectus is a reference to Sydney, date on which this Prospectus was Information about the key risks of of this Prospectus, the following New South Wales, Australia time unless lodged with ASIC (“Exposure Period”). investing in BCN is detailed in section 4. conditions apply: otherwise stated. The Macquarie name The Exposure Period may be extended and the Holey Dollar device are • the Prospectus is available to by ASIC by up to a further seven days. No representations other than registered trade marks of MGL. residents of Australia accessing The purpose of the Exposure Period is in this Prospectus and downloading, or printing, to enable the Prospectus to be Providing personal information No person is authorised to provide the electronic Prospectus in examined by market participants prior You will be asked to provide personal any information or to make any Australia; and to the raising of funds. No Applications representation in connection with the information to the Issuer (directly received during the Exposure Period Offer that is not contained in this • you must access and download or via its agents) if you apply for BCN. will be accepted until after the expiry Prospectus. Any information or the electronic Prospectus in full. Please read the privacy statement of that period. representation not contained in this Paper copies of this Prospectus can located at section 7.5 of the Prospectus may not be relied upon as also be obtained free of charge by Prospectus. By submitting an online Documents relevant to the Offer having been authorised by the Issuer. calling the BCN Offer Information Line Application Form, you consent to the In addition to this Prospectus, the on 1300 634 564 (within Australia) matters outlined in that statement. following documents are relevant to Past performance information or on +61 3 9415 4230 (International) Enquiries the Offer and can be obtained from The financial information provided (Monday to Friday 8.30am – 5.30pm, If you have any questions about BCN www.MacquarieBCNOffer.com.au: in this Prospectus is for information Sydney time) during the Offer Period. or the Offer, you should seek advice • the BCN Terms (see Appendix A purposes only and is not a forecast The paper copies of this Prospectus from your financial adviser or other to this Prospectus); of performance to be expected in do not contain an application form as future periods. Past performance and professional adviser. You can also • the BCN Deed Poll (see section 6.1); Applications can only be made online. trends should not be relied upon as call the BCN Offer Information Line You cannot withdraw your online • the MBL Constitution; and being indicative of future performance on 1300 634 564 (within Australia) Application once it has been lodged, and trends. or on +61 3 9415 4230 (International) • the MGL Constitution. except as permitted under the (Monday to Friday 8.30am – 5.30pm, Corporations Act. Status of BCN Financial statements and forward Sydney time) during the Offer Period. looking information Applicants in the Broker Firm Offer BCN are fully paid, unsecured, Restrictions on foreign jurisdictions Section 3.8 sets out financial may also call their Syndicate Broker. subordinated, non-cumulative, The distribution of this Prospectus and information in relation to the Issuer mandatorily convertible notes. the Offer or sale of BCN may be and MGL. The basis of preparation restricted by law in certain jurisdictions. BCN are not deposit liabilities and are of that information is set out in This Prospectus does not constitute an not protected accounts of MBL for the section 3.8. All financial amounts offer in any place in which, or to any purposes of the depositor protection contained in this Prospectus are person to whom, it would not be lawful provisions in Division 2 of Part II of the expressed in Australian dollars and to make such an offer. Banking Act 1959 (Cth) (“Banking rounded to the nearest million unless Act”) or of the Financial Claims otherwise stated. Any discrepancies Persons who receive this Prospectus Scheme established under Division between totals and sums of outside Australia must inform 2AA of Part II of the Banking Act and components in tables contained in themselves about and observe all such are not guaranteed or insured by any this Prospectus are due to rounding. restrictions. Nothing in this Prospectus government, government agency or is to be construed as authorising its This Prospectus contains forward- compensation scheme of Australia or distribution or the Offer or sale of BCN looking statements which are identified any other jurisdiction. MBL does not in any jurisdiction other than Australia by words such as “may”, “could”, guarantee or otherwise provide and the Issuer does not accept any “believes”, “estimates”, “expects”, assurance in respect of the obligations liability in that regard. of any other member of the Macquarie “intends” and other similar words that Group, unless noted otherwise. Other involve risks and uncertainties. Furthermore, BCN may not be offered or sold, directly or indirectly, and than MBL, no other member of the Any forward-looking statements are neither this Prospectus nor any other Macquarie Group is an authorised subject to various risk factors that offering material may be distributed deposit-taking institution for the could cause actual circumstances or published, in any jurisdiction except purposes of the Banking Act. or outcomes to differ materially from under circumstances that will result in the circumstances or outcomes Claims in respect of BCN are compliance with any applicable laws expressed, implied or anticipated in subordinated in a winding up of the or regulations.