Optional Redemption Date / Early Redemption Date: The Interest Payment Date scheduled to fall on 29 May 2035 and each Interest Payment Date thereafter up to but excluding the Maturity Date.

Early redemption of Subordinated Debt Instruments is subject to the prior written approval of APRA. The Issuer may only elect to redeem if the Subordinated Debt Instruments are replaced with a capital instrument of the same or better quality and the replacement is done under conditions which are sustainable for the Issuer’s income capacity, or the Issuer obtains confirmation from APRA that APRA is satisfied that the capital position of the Issuer is sufficient after the Subordinated Debt Instruments are redeemed.

Holders of Subordinated Debt Instruments should not expect that APRA’s approval will be given for any early redemption of Subordinated Debt Instruments. Any redemption of Subordinated Debt Instruments does not imply or indicate that the Issuer will in the future exercise any right it may have to redeem any other outstanding regulatory capital instruments issued by the Issuer. Any such redemption would also be subject to APRA’s prior written approval (which may or may not be given).

Holders have no right to request redemption before the Maturity Date.

Early Redemption for certain tax or regulatory reasons:

Subject to the prior written approval of APRA, the Subordinated Debt Instruments may be redeemed at the option of the Issuer before the Maturity Date for certain tax or regulatory reasons at par plus accrued interest. Holders should not expect that APRA’s approval will be given for any early redemption of Subordinated Debt Instruments. Holders have no right to request redemption before the Maturity Date.

“Regulatory Event” means:

(a) a law or regulation applicable in the Commonwealth of Australia or any State or Territory of Australia or any directive, order, standard, requirement, guideline or statement of APRA (whether or not having the force of law), which applies to the Issuer, MGL or any other member of the Macquarie Group (a “Regulation”) is introduced, amended, clarified or changed or its application changed;

(b) an announcement is made that a Regulation will be introduced, amended, clarified or changed or its application changed; or

(c) a decision is made by any court or other authority interpreting, applying or administering any Regulation,

in each case, which event occurs or is effective on or after the Issue Date and was not expected by the Issuer as at the Issue Date (each such event a “Change in Law”) and the Issuer determines that, as a result of that Change in Law:

(i) any of the Subordinated Debt Instruments are not eligible for inclusion as Tier 2 Capital for the Issuer Level 1 Group or the Issuer Level 2 Group;

(ii) additional requirements (including regulatory, capital, financial, operational or administrative requirements) in connection with the Subordinated Debt Instruments of the relevant Series would be imposed on the Issuer, MGL or any other member of the Macquarie Group which the Issuer determines, in its absolute discretion, might have a material adverse effect on the Issuer, MGL or any other member of the Macquarie Group or otherwise be unacceptable; or

(iii) that to have any of the Subordinated Debt Instruments outstanding would be unlawful or impractical or that the Issuer, MGL or any other member of the Macquarie Group would be exposed to a more than de minimis increase in its costs in connection with those Subordinated Debt Instruments.