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MACQUARIE GROUP CAPITAL NOTESProsPectusProspectus for the issue of Macquarie Group capital Notes (McN) to raise $580m with the ability to raise more or less up to a maximum of $600m.MACQUARIE GROUP CAPITAL NOTES ProsPectusIssuerMacquarie Group LimitedABN 94 122 169 279Arranger and Joint Lead ManagerMacquarie capital (Australia) LimitedJoint Lead ManagersANZ securities Limitedcitigroup Global Markets Australia Pty Limitedcommonwealth Bank of Australiaevans and Partners Pty LimitedJ.P. Morgan Australia LimitedMacquarie capital (Australia) LimitedNational Australia Bank LimitedrBs Morgans LimitedFor personal use only

Important noticesProsPectusthis Prospectus relates to the offer by Macquarie Group Limited ABN 94 122 169 279 (“MGL” or “the Issuer”) of Macquarie Group capital Notes (“MCN”) to raise $580 million with the ability to raise more or less up to a maximum of $600 million (the “offer”).this Prospectus is dated 22May 2013 and a copy was lodged with the Australian securities and Investments commission (“ASIC”) on this date in accordance with the corporations Act 2001 (cth) (“Corporations Act”). this is a replacement Prospectus which replaces the Prospectus dated and lodged with AsIc on 14May2013 (“original Prospectus”). this Prospectus expires 13months after the date of the original Prospectus and no McN will be issued on the basis of this Prospectus after that expiry date.Neither AsIc nor AsX Limited (“ASX”) take any responsibility for the contents of this Prospectus or for the merits of investing in McN.Documents relevant to the offerIn addition to this Prospectus, the following documents are relevant to the offer and can be obtained from www.MacquariecNoffer.com.au:–the McN terms (see Appendix A to this Prospectus);–the trust Deed (see section 7.1); and–the MGL constitution.In addition to reading this Prospectus in full, it is important that you read these documents in full before deciding whether to invest in McN.status of mcnMcN are fully paid, subordinated, non-cumulative, unsecured, mandatorily convertible notes.McN are not deposit liabilities or protected accounts of Macquarie Bank Limited ABN 46008 583 542 (“MBL”) under the Banking Act and are not guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction. MGL is not an authorised deposit-taking institution for the purposes of the Banking Act and its obligations do not represent deposits or other liabilities of MBL. the investment performance of McN is not guaranteed by MGL, MBLor any other member of the Macquarie Group.McN are unsecured notes for the purposes of section 283BH of the corporations Act.McN are issued by MGL under the McN terms and the trust Deed and holders of McN have no claim on MGL except as provided in the McN terms and the trust Deed.Key rIsKsInvestments in securities such as McN are subject to risks which could affect their performance, including loss of investment and income. the market price of McN or any particular rate of return is not guaranteed by MGL or any other member of the Macquarie Group.Information about the key risks of investing in McNis detailed in section 5 “Investment risks”.no rePresentatIons other than InthIs ProsPectusNo person is authorised to provide any information or to make any representation in connection with the offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by MGL.–your Application will only be valid where you have completed an Application Form that is attached to, or was accompanied by, the electronic Prospectus. You can apply by completing the online Application Form available at www.MacquariecNoffer.com.au. Bylodging an Application, you declare that you were given access to the electronic Prospectus together with the ApplicationForm; and–you cannot withdraw your Application once it has been lodged, except as permitted under the corporations Act.restrIctIons on foreIgn jurIsDIctIonsthe distribution of this Prospectus and the offer or sale of McN 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 offer.Persons 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 McN in any jurisdiction other than Australia and MGL does not accept any liability in that regard.Furthermore, McN may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable laws or regulations.restrictions applying to us Persons are outlined in section 7.9. In particular, McN have not been and will not be registered under the ussecurities Act of 1933, as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the united states and may not be offered, sold or resold in the united states or to, or for the benefit of, any “us Person” (as defined in regulation s under the securities Act) except pursuant to an effective registration statement or an exemption from the registration requirements of the securities Act. Neither this Prospectus nor any Application Form or other materials relating to the offer may be distributed in the united states.DefIneD worDs anD exPressIonssome words and expressions used in this Prospectus have defined meanings. these words and expressions are capitalised and are defined in Appendix B “Glossary”. Areference to a “clause” in this Prospectus isa reference to the corresponding clause inthe McN terms unless otherwise stated.A reference to dollar or $ in this Prospectus is a reference to Australian currency. A reference to time in this Prospectus is a reference to sydney, New south Wales, Australia time unless otherwise stated.the Macquarie name and the Holey Dollar device are registered trade marks of MGL.ProvIDIng Personal InformatIonYou will be asked to provide personal information to MGL (directly or via its agents) if you apply for McN. Please read the privacy statement located at section 8.7 “Privacy statement” of the Prospectus. By submitting the Application Form attached to or accompanying this Prospectus, you consent to the matters outlined in that statement.enquIrIesIf you have any questions about MCN or the Offer, you should seek advice from your financial adviser or other professional adviser. You can also call the MCN Offer Information Line on 1300 346 778 (within Australia) or on +61 3 9415 4898 (International) (Monday to Friday 8.30am – 5.30pm, (Sydney time)) during the Offer Period. Applicants in the Broker Firm Offer may also call their Syndicate Broker.Past 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 trends.fInancIal statements anD forwarDlooKIng InformatIonsection4.7 sets out financial information in relation to MGL. the basis of preparation of that information is set out in section 4.7. All financial amounts contained in this Prospectus are expressed in Australian dollars and rounded to the nearest million unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.this Prospectus contains forward-looking statements which are identified by words such as “m ay ”, “c o u l d ”, “b e li eve s”, “e sti m ate s”, “ex p e c ts”, “intends” and other similar words that involve risks and uncertainties.Any 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 5, “Investment risks” and other information in this Prospectus.noPersonal 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). It is important that you read this Prospectus in full before deciding to invest in McN and consider the risks that could affect the performance of McN. see in particular the risks set out in section 5 “Investment risks”.this Prospectus also contains information in relation to (amongst other things) the reinvestment offer which involves the reinvestment Purchaser. Neither MGL, the reinvestment Purchaser nor any other person is providing any investment advice or making any recommendation to eligible 2008 cPs Holders in respect of the reinvestment offer.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.obtaInIng a ProsPectusPaper copies of this Prospectus and an Application Form can be obtained free of charge by calling the McN offer Information Line on 1300346778 (within Australia) or on +61394154898 (International) (Monday to Friday 8.30am – 5.30pm, sydney time) during the offer Period.this Prospectus can also be obtained electronically from www.MacquariecNoffer.com.au. If you access an electronic copy of this Prospectus, the following conditions apply:–the Prospectus is 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;For personal use only
1contentsImportant noticesInside front coverAsIc guidance for retail investors2How to apply for McN3Key dates41.Investment overview52.About McN163.About the reinvestment offer344.About MGL and the Macquarie Group395.Investment risks466. taxation summary587.Additional information618.How to apply72Appendix A: McN terms80Appendix B: Glossary104Application Form112corporate directoryInside back coverFor personal use only