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Macquarie Group Capital Notes 4 For personal use only

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 Group Limited ABN 94 122 169 279 Arranger and Joint Lead ManagerMacquarie Capital (Australia) LimitedJoint Lead Managers ANZ Securities Limited Citigroup Global Markets Australia Pty Limited Commonwealth Bank of Australia Evans Dixon Corporate Advisory Pty Limited Morgan Securities Australia Limited Morgans Financial Limited National Australia Bank Limited Westpac Institutional Bank Co-ManagersMacquarie Equities LimitedBell Potter Securities LimitedJBWere LimitedOrd Minett LimitedFor personal use onlyImportant notices About this ProspectusThis prospectus relates to the offer by Macquarie Group Limited ABN 94 122 169 279 ( MGL ) of Macquarie Group Capital Notes 4 ( MCN4 )

MACARIE GROP CAPITAL NOTES 4 PROSPECTUS 2 Guidance for investors 1. Read this Prospectus in full If you are considering applying for MCN4 under the Offer, this

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Transcription of Macquarie Group Capital Notes 4 For personal use only

1 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 Group Limited ABN 94 122 169 279 Arranger and Joint Lead ManagerMacquarie Capital (Australia) LimitedJoint Lead Managers ANZ Securities Limited Citigroup Global Markets Australia Pty Limited Commonwealth Bank of Australia Evans Dixon Corporate Advisory Pty Limited Morgan Securities Australia Limited Morgans Financial Limited National Australia Bank Limited Westpac Institutional Bank Co-ManagersMacquarie Equities LimitedBell Potter Securities LimitedJBWere LimitedOrd Minett LimitedFor personal use onlyImportant notices About this ProspectusThis prospectus relates to the offer by Macquarie Group Limited ABN 94 122 169 279 ( MGL ) of Macquarie Group Capital Notes 4 ( MCN4 )

2 To raise $750 million with the ability to raise more or less (the Offer ).This prospectus is dated 5 March 2019 and a copy was lodged with the Australian Securities and Investments Commission ( ASIC ) on that date pursuant to section 713(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) (as modified by the ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71). This is a replacement prospectus which replaces the prospectus dated and lodged with ASIC on 25 February 2019 ( Original prospectus ). This prospectus expires 13 months after that date and no MCN4 will be issued on the basis of this prospectus after that expiry date.

3 Neither ASIC nor ASX Limited ( ASX ) take any responsibility for the contents of this prospectus or for the merits of investing in relevant to the OfferIn addition to this prospectus , the following documents are relevant to the Offer and can be obtained from : the MCN4 Terms (see Appendix A to this prospectus ); the Trust Deed (see section ); and the MGL of MCN4 MCN4 are fully paid, unsecured, subordinated, non-cumulative, mandatorily convertible Notes . MCN4 are not deposit liabilities and are not protected accounts of Macquarie Bank Limited ABN 46 008 583 542 ( MBL ) under the Banking Act 1959 (Cth) ( Banking Act ) and are not guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction.

4 MGL is not an authorised deposit-taking institution ( ADI ) for the purposes of the Banking Act and its obligations do not represent deposits or other liabilities of MBL. The investment performance of MCN4 is not guaranteed by MGL, MBL or any other member of the Macquarie Group . 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 shares and other equal ranking instruments and ahead only of holders of Ordinary Shares. Further, if MGL is in financial difficulty some or all MCN4 may be required to be Exchanged into Ordinary Shares or 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 your investment in MCN4.

5 If an MCN4 is Written-Off you lose all of your investment in the are unsecured Notes for the purposes of section 283BH of the Corporations are issued by MGL under the MCN4 Terms and the Trust Deed and holders of MCN4 have no claim on MGL except as provided in the MCN4 Terms and the Trust RisksInvestments in securities such as MCN4 are subject to risks which could affect their performance, including loss of investment and income. The market price of MCN4 or any particular rate of return is not guaranteed by MGL or any other member of the Macquarie about the key risks of investing in MCN4 is detailed in section 4. No representations other than in this prospectus 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 .

6 Any information or representation not contained in this prospectus may not be relied upon as having been authorised by performance informationThe financial information provided in this prospectus is for information purposes only and is not a forecast of performance to be expected in future periods. Past performance and trends should not be relied upon as being indicative of future performance and statements and forward looking informationSection sets out financial information in relation to MGL. The basis of preparation of that information is set out in section All financial amounts contained in this prospectus are expressed in Australian dollars and rounded to the nearest million unless otherwise stated.

7 Any discrepancies between totals and sums of components in tables contained in this prospectus are due to prospectus contains forward looking statements which are identified by words such as may , could , believes , estimates , expects , intends and other similar words that involve risks and forward looking statements are subject to various risk factors that could cause actual circumstances or outcomes to differ materially from the circumstances or outcomes expressed, implied or anticipated in these statements. Forward looking statements should be read in conjunction with the risk factors as set out in section 4 and other information in this personal investment adviceThe information provided in this prospectus is not personal investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues).

8 It is important that you read this prospectus in full before deciding to invest in MCN4 and consider the risks that could affect the performance of MCN4. See in particular the risks set out in section 4. ASX quotationMCN4 will trade under ASX code MQGPD. About the TrusteeThe 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 . The Trustee has not made any statement or purported to make any statement in this prospectus or any statement on which a statement in this prospectus is based, other than as specified in this and obtaining a ProspectusFor Applications for MCN4 pursuant to the Securityholder Offer, paper copies of this prospectus and an Application Form can be obtained free of charge by calling the MCN4 Offer Information Line on 1300 005 027 (within Australia) or on + 61 2 8023 5474 (International) (Monday to Friday 8:30am 5:30pm, Sydney time) during the Offer Period.

9 You must contact your Syndicate Broker for information on how to apply through the Broker Firm prospectus can also be obtained electronically from If you access an electronic copy of this prospectus , the following conditions apply: this prospectus is only available to residents of Australia accessing and downloading, or printing, the electronic prospectus in Australia; you must access and download the electronic prospectus in full; and your Application will only be valid where you have completed an Application Form that was attached to, or accompanied, the electronic prospectus . You may also apply by completing the online Application Form available at By lodging an Application, you declare that you were given access to the electronic prospectus together with the Application personal use only1 ContentsNo cooling-off rightsInvestors should note that no cooling-off rights (whether by law or otherwise) apply to an Application for MCN4.

10 This means, that in most circumstances, you cannot withdraw your Application once it has been lodged, except as permitted under the Corporations on foreign jurisdictionsThe distribution of this prospectus and the offer or sale of MCN4 may be restricted by law in certain jurisdictions. This prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an who receive this prospectus outside Australia must inform themselves about and observe all such restrictions. Nothing in this prospectus is to be construed as authorising its distribution or the offer or sale of MCN4 in any jurisdiction other than Australia and New Zealand, and MGL does not accept any liability in that regard.


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