REGISTRATION DOCUMENT MACQUARIE BANK LIMITLIMITEDEDEDED (ABN 46 008 583 542) (Incorporated with limited liability in the Commonwealth of Australia) Registration Document of Macquarie Bank Limited dated 28 June 2010 pursuant to Section 12(1) sentence 3 of the German Securities Prospectus Act ( Wertpapierprospektgesetz ) CONTENTS Page IMPORTANT NOTICE.............................................................................................................3 BRIEF DESCRIPTION OF MACQUARIE BANK........................................................................5 FINANCIAL INFORMATION ....................................................................................................6 RISK FACTORS RELATING TO MACQUARIE BANK...............................................................7 INFORMATION ABOUT MACQUARIE BANK ........................................................................13 GENERAL INFORMATION....................................................................................................22 ANNEX I ....................................................................................................................... F-2009 ANNEX II ...................................................................................................................... F-2010 SIGNATURE PAGE ............................................................................................................ S-1 2 IMPORTANT NOTICE This Registration Document has not been, nor will be, lodged with the Australian Securities anandd Investments Commission ((''''ASICASICASIC'''')) and is not a '''prospectus'prospectusprospectus'''' or other '''disclosure'disclosure documentdocument'''' for the purposes of the Corporations Act 2001 of Australia ((''''CorporationsCorporations ActAct'''').).).). Currency of information Neither the delivery of this Registration Document nor any sale made in connection with this Registration Document at any time implies that the information contained herein concerning Macquarie Bank Limited ('MacquarieMacquarie BankBank') is correct at any time subsequent to the date hereof or that any other information supplied in connection with securities issued by Macquarie Structured Products (Europe) GmbH (the 'SecuritiesSecuritiesSecurities') is correct as of any time subsequent to the date indicated. Notwithstanding the above paragraph, if Macquarie Bank becomes aware of any significant new factor, material mistake or inaccuracy (as the case may be) relating to the information included in this Registration Document which is capable of affecting the investor’s assessment of the Securities, it shall disclose such significant new factor, material mistake or material inaccuracy (as the case may be) in a supplement to the respective prospectus pursuant to Section 16(1) of the German Securities Prospectus Act. Australian banking legislation Macquarie Bank is an 'authorised deposit-taking institution' ('ADIADIADI') as that term is defined under the Banking Act 1959 of Australia ('BankingBanking ActAct'). Section 13A 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 ('APRAAPRAAPRA') (if any) arising under the financial claims scheme ('FCSFCSFCS') 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 AUD1 million per holder for all protected accounts held by the holder with the ADI. A 'protectedprotected accountaccount' 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 covered financial product prescribed by regulation or declared by the Finance Minister of the Australian government; • second, APRA’s costs in exercising its powers and performing its functions relating to the ADI in connection with the FCS; and • third, the ADI’s deposit liabilities in Australia (other than any liabilities under the first priority listed above). Under Section 16(2) of the Banking Act, certain other debts due to APRA shall in a winding-up of an ADI have, subject to Section 13A(3) of the Banking Act, priority over all other unsecured debts of that ADI. Further, under Section 86 of the Reserve Bank Act 1959 of Australia ('ReserveReserve Bank ActAct'), debts due by a bank (which includes Macquarie Bank) to the Reserve Bank of Australia ('RBARBARBA') shall , in a winding-up of that bank , have, subject to Sections 13A(3) above, priority over all other debts of that bank other than debts due to the Commonwealth of Australia. The obligations of Macquarie Bank under the Guarantee (as defined below) are not protected accounts for the purposes of the FCS and are not deposit liabilities of MaMacquariecquarie Bank. They are contingent obligations of Macquarie Bank under the Guarantee and are not guaranteed by the Australian Government or by any other party. References to currencies In this Registration Document, references to 'AUDAUDAUD' and 'AustralianAustralian DoDollarsllarsllars' are to the lawful currency of the Commonwealth of Australia and references to 'EUEUREUR'R and 'euroeuroeuro' are to the single currency introduced 3 at the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union. 4 BRIEF DESCRIPTION OF MACQUARIE BANK Name Macquarie Bank Limited (the 'GuarantorGuarantorGuarantor' or 'MacquarieMacquarie BankBank') acting through its London Branch at Level 25, Citypoint, 1 Ropemaker Street, London, EC2Y 9HD. Legal form A corporation constituted with limited liability under the laws of the Commonwealth of Australia regulated by the Australian Prudential Regulation Authority as an Authorised Deposit-taking Institution in Australia and by the Financial Services Authority in the United Kingdom as to banking business with Professional and Eligible Counterparties. Relevant jurisdiction Laws of the Commonwealth of Australia Registered office Level 3, 25 National Circuit, Forrest, Australian Capital Territory, 2603, Australia Registration number ABN 46 008 583 542 Business address No.1 Martin Place, Sydney, NSW, 2000, Australia Business activities Macquarie Bank is a global provider of banking, financial, advisory, and investment and funds management services. Macquarie is a client-driven business which generates income by providing a diversified range of services to clients. Macquarie Bank acts on behalf of institutional, corporate and retail clients and counterparties around the world. Guarantee Macquarie Bank shall guarantee (the 'GuarGuaranteeGuarantee')antee the net payment and delivery obligations of Macquarie Structured Products (Europe) GmbH (the 'IssuerIssuerIssuer') pursuant to the issue of Securities (each of the obligations arising out of the Guarantee being a 'GuaranteeGuarantee ObligationObligation'). Further information about the Guarantee is set out in the prospectuses in relation to the Securities. Group structure Macquarie Bank was incorporated on 26 April 1983 with limited liability for an unlimited duration. In November 2007 the Macquarie Group of companies restructured its business into separate banking and non-banking groups, and Macquarie Group Limited ('MGLMGLMGL') replaced Macquarie Bank as the ultimate listed parent of the Macquarie Group. Macquarie Bank is a subsidiary of MGL and remains regulated by the Australian Prudential Regulation Authority ('APRAAPRAAPRA') as an Authorised Deposit-taking Institution ('ADIADIADI'). MGL is licensed by APRA as a non-operating holding company of an ADI. The ordinary shares of MGL are listed on the Australian Securities Exchange ('ASX'ASX'ASX'). Macquarie Bank continues to be listed on the ASX but changed its status from a full ASX listing to a debt listing. For purposes of this Registration Document, references to the 'GroupGroupGroup' or the ‘MBLMBL GroupGroup’ shall be to Macquarie Bank Limited and its subsidiaries, and references to the ‘MMMMacquarieacquarie GroupGroup’ shall be to Macquarie Group Limited and its subsidiaries. 5 FINANCIAL INFORMATION The audited annual financial statements (including the income statements, the balance sheets, the statements of changes in equity, the cash flow statements as well as the notes) of Macquarie Bank and Macquarie Bank consolidated with its subsidiaries for the financial year ended 31 March 2009 as well as the auditor’s report in respect of the financial statements for the financial year ended 31 March 2009 are set forth in Annex I to this Registration Document and were extracted from the Macquarie Bank 2009 annual report (the '20092009 Annual ReportReport'). The audited annual financial statements (including the income statements, the balance sheets, the statements of changes in equity, the cash flow statements as well as the notes) of Macquarie Bank and Macquarie Bank consolidated with its subsidiaries for the financial year ended 31 March 2010 as well as the auditor’s report in respect of the financial statements for the financial year ended 31 March 2010 are set forth in Annex II to this Registration Document and were extracted from the Macquarie Bank 2010 annual report (the '2020202010101010 Annual ReportReport'). Macquarie Bank is required to prepare financial statements