Macquarie Group Ltd has issued $550m of Capital Notes 5 which are MCN5 are fully paid, unsecured, subordinated, non‑cumulative, mandatorily convertible notes.

MCN5 are:

– fully‑paid – the Issue Price ($100 per MCN5) must be paid to MGL before theMCN5 are issued;

– subordinated – MCN5 are subordinated to claims of Senior Creditors in a Winding Up of MGL. They rank equally with Equal Ranking Obligations and rank ahead of Ordinary Shares;

– non‑cumulative – if a Distribution is not paid when scheduled, then that Distribution may never be paid and MCN5 Holders will have no rights to receive that Distribution in the future;

– unsecured – MCN5 are not deposit liabilities and are not protected accounts of MBL or MGL and are not guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction. The investmentperformance of MCN5 is not guaranteed by MGL or any other member of the Macquarie Group;

– mandatorily convertible – subject to certain conditions, MCN5 must be Exchanged into Ordinary Shares of MGL on 18 September 2030;

– perpetual – if the conditions for Exchange are not met, MCN5 may remain on issue indefinitely; and

– automatically convertible – in certain circumstances, including where a Non‑Viability Event occurs, MCN5 must be immediately Exchanged into Ordinary Shares or, if that does not occur where a Non‑Viability Event occurs, Written‑Off.

Details of the offer can be found here www.MCN5Offer.com.au