Macquarie : Subordinated Notes Cleansing Notice

For personal use only

Macquarie Group Limited

ABN 94 122 169 279

Macquarie Bank Limited

ABN 46 008 583 542

50 Martin Place	Telephone	(61 2) 8232 3333
Sydney NSW 2000	Facsimile	(61 2) 8232 3019
GPO Box 4294	Internet http://www.macquarie.com
Sydney NSW 1164
AUSTRALIA

ASX/Media Release

MACQUARIE GROUP AND MACQUARIE BANK CLEANSING NOTICE - SUBORDINATED

NOTES

SYDNEY, Tuesday, 7 June 2022 - Attached is a notice lodged by each of Macquarie Group Limited ("MQG") and Macquarie Bank Limited ("MBL") in respect of the issue of A$850,000,000 of subordinated notes by MBL.

The notice is given by MQG and MBL under section 708A(12H)(e) of the Corporations Act 2001 (Cth) (Act) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71).

Contact
Sam Dobson	Lisa Jamieson
Macquarie Group Investor Relations	Macquarie Group Media Relations
[phone]	[phone]

Authorised for release to ASX by Sam Dobson, Head of Investor Relations

For personal use only

IMPORTANT NOTICE

NOTHING IN THIS DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THE OFFER OF THE SUBORDINATED NOTES HAS CLOSED.

THE SUBORDINATED NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SUBORDINATED NOTES MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THIS DOCUMENT IS GIVEN TO ASX JOINTLY BY MACQUARIE BANK LIMITED ("WE", "US", "OUR", THE "BANK" OR "MBL") AND MACQUARIE GROUP LIMITED ("MGL") IN ACCORDANCE WITH THE REQUIREMENTS OF ASIC CORPORATIONS (REGULATORY CAPITAL SECURITIES) INSTRUMENT 2016/71, WHICH PROVIDES RELIEF SO THAT MGL ORDINARY SHARES ISSUED ON EXCHANGE OF THE SUBORDINATED NOTES MAY BE ON-SOLD TO RETAIL INVESTORS WITHOUT FURTHER DISCLOSURE IF A NOTICE CONTAINING DISCLOSURE REQUIRED BY SECTION 708A(12I) OF THE AUSTRALIAN CORPORATIONS ACT (AS INSERTED BY ASIC CORPORATIONS (REGULATORY CAPITAL SECURITIES) INSTRUMENT 2016/71) IS RELEASED IN CONNECTION WITH THE ISSUE OF SUBORDINATED NOTES.

Macquarie Bank Limited

(ABN 46 008 583 542)

A$500 MILLION FIXED-TO-FLOATING RATE SUBORDINATED NOTES AND A$350 MILLION

FLOATING RATE SUBORDINATED NOTES

(SUBJECT TO EXCHANGE UPON A NON-VIABILITY EVENT FOR FULLY PAID ORDINARY

SHARES OF MACQUARIE GROUP LIMITED (ABN 94 122 169 279))

("Subordinated Notes")

EFFECT OF THE SUBORDINATED NOTES ON MBL AND MGL

The Subordinated Notes will be debt obligations of the Bank and are intended to constitute regulatory capital of MBL which satisfies APRA's regulatory capital requirements for Tier 2 Capital. The aggregate principal amount of the Subordinated Notes to be issued is A$850 million. The effect of the issue on MBL and the Macquarie Group will be to increase the total liabilities of MBL and Tier 2 Capital by that amount.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

MGL is a "disclosing entity" for the purposes of the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules.

Copies of documents regarding MGL lodged with ASIC or ASX may be obtained from, or inspected at, any ASIC office or the ASX, respectively. Some of this information can also be accessed via the ASX website and at macquarie.com.

In addition, copies of:

• MGL's annual report most recently lodged with ASIC (being MGL's 2022 Annual Report, which includes the most recent audited consolidated financial statements of MGL and its subsidiaries for the financial year ended 31 March 2022); and

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• any other notice lodged with ASX under the continuous disclosure provisions of the ASX Listing Rules and the Corporations Act given by MGL after the lodgment of MGL's 2022 Annual Report with ASIC and before lodgment of this document with ASX,

may be obtained from MGL free of charge at its registered office at Level 6, 50 Martin Place, Sydney, New South Wales, Australia. These materials are also available electronically on the website of ASX, at www.asx.com.au.

DESCRIPTIONS OF THE SUBORDINATED NOTES & MGL ORDINARY SHARES

This notice includes:

• in Schedule 1, a description of the commercial particulars of the fixed-to-floating rate Subordinated Notes, extracted from the pricing supplement for the fixed-to-floating rate Subordinated Notes dated 31 May 2022;
• in Schedule 2, a description of the commercial particulars of the floating rate Subordinated Notes, extracted from the pricing supplement for the floating rate Subordinated Notes dated 31 May 2022;
• in Schedule 3, a description of the rights and liabilities attaching to the Subordinated Notes, extracted from the Information Memorandum relating to the Subordinated Notes dated 31 May 2022; and
• in Schedule 4, a description of the rights and liabilities attaching to MGL Ordinary Shares, extracted from the Information Memorandum relating to the Subordinated Notes dated 31 May 2022.

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For personal use only

CERTAIN DEFINITIONS

In this document, unless otherwise specified or the context otherwise requires:

• "A$" or "$" means the Australian dollar;
• "APRA" means the Australian Prudential Regulation Authority or any successor body responsible for prudential regulation of MBL;
• "ASIC" means the Australian Securities and Investments Commission;
• "ASX" means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange operated by it, as the context requires;
• "ASX Listing Rules" means the listing rules of ASX as amended, varied or waived (whether in respect of MGL or generally) from time to time;
• "Conditions" means the terms of the Subordinated Notes attached as a schedule to the Deed Poll, and as also set out in the section of this document titled 'Description of the Rights and Liabilities Attaching to Subordinated Notes'.
• "Corporations Act" means the Corporations Act 2001 (Cth);
• "Deed Poll" means the deed poll entitled "Subordinated Note Deed Poll" executed on or about 31 May 2022 by MBL and MGL;
• "Exchange" means, broadly, the allotment and issue of MGL Ordinary Shares in exchange for a Subordinated Note. "Exchangeable", "Exchanged" and "Exchanging" have corresponding meanings. For the full definition, see Condition 15.1;
• "Holder" means a person registered as the holder of a Subordinated Note;
• "Loss Absorption" means any conversion or exchange (by whatever method) into ordinary shares or writing-off of that security in accordance with their terms or by operation of law when APRA gives a notice triggering a Non-Viability Event (including an Exchange or Write-Off of Subordinated Notes);
• "Macquarie Group" means MGL and its subsidiaries;
• "MBL" means Macquarie Bank Limited (ABN 46 008 583 542);
• "MGL" means Macquarie Group Limited (ABN 94 122 169 279);
• "MGL Ordinary Share" means a fully paid ordinary share in the capital of MGL;
• A "Non-ViabilityEvent" will occur if APRA has notified MBL in writing that: (a) Relevant Securities must be subject to Loss Absorption because, without such Loss Absorption, APRA considers that MBL would become non-viable; or (ii) it has determined that without a public sector injection of capital or equivalent support, MBL would become non-viable;
• "Relevant Security" means a security of MBL that, in accordance with its terms or by operation of law, may require Loss Absorption if APRA gives a notice triggering a Non-Viability Event;
• "Subordinated Notes" means a subordinated note issued by MBL under the Deed Poll on the terms and conditions set out in the Conditions;
• "Tier 2 Capital" means Tier 2 capital as defined by APRA from time to time; and
• "Write-Off" broadly means the immediate and irrevocable termination for no consideration of all rights of the Holder of a Subordinated Note in respect of that Subordinated Note (or portion thereof), and "Written-Off" has a corresponding meaning.
• • * * * * *

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SCHEDULE 1 - DESCRIPTION OF THE COMMERCIAL PARTICULARS OF THE FIXED-TO- FLOATING RATE SUBORDINATED NOTES

The following is extracted from the pricing supplement for the fixed-to-floating rate Subordinated Notes dated 31 May 2022.

1	Issuer:		Macquarie Bank Limited (ABN 46 008 583 542)
2	Registrar:	Austraclear Services Limited (ABN 28 003 284 419)
3	If to form a single Series with an existing Series,	Not applicable
	specify date on which all Subordinated Notes of
	the Series become fungible, if not the Issue Date:
4	Aggregate principal amount of Tranche:	$500 million
5	Aggregate principal amount of Series (including	$500 million
	the Tranche)
6	Issue Date:	7 June 2022
7	Face Value:	$10,000
8	Type of Subordinated Note	Fixed-to-Floating Rate Subordinated Note
9	If the Subordinated Notes are Fixed Rate	Applicable: No
	Subordinated Notes, specify:
10	If the Subordinated Notes are Floating Rate	Applicable: No
	Subordinated Notes, specify:
11	If the Subordinated Notes are Fixed-to-Floating	Applicable: Yes
	Rate Notes, specify:
	(a)	Fixed Rate:	3.382 per cent per annum
	(b)	Margin:	2.70 per cent per annum
	(c) Floating Rate Commencement Date:	7 June 2027
	(d)	Interest Payment Dates:	For the period from (and including) the Issue Date
			up to (but excluding) the Floating Rate
			Commencement Date, each 7 June and 7
			December (without adjustment for the Business Day
			Convention); for the period from (and including) the
			Floating Rate Commencement Date up to (and
			including the Maturity Date), each 7 March, 7 June,
			7 September and 7 December, as adjusted by the
			Business Day Convention
12	Maturity Date	7 June 2032
13	Other amendments	Not applicable

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