Trading Warrants - Second Supplementary PDS

Macquarie Bank Limited ABN 46 008 583 542 AFSL 237502

40071-1

This document is a Supplementary Product Disclosure Statement (“Supplementary PDS”). This Second Supplementary PDS is dated 11 February 2005. This Second Supplementary PDS amends the First Supplementary PDS dated 8 December 2004, and the Product Disclosure Statement dated 23 March 2004 (together the “Original PDS”). The terms of the Original PDS continue in full force and effect except to the extent that those terms are modified by this Second Supplementary PDS.

Trading Warrants - Second Supplementary PDS

Amending the offer of 1 Series of Put Warrants over Shares in:

National Australia Bank Limited

Issuer: Macquarie Bank Limited

Date of Product Disclosure Statement: 23 March 2004

Date of First Supplementary PDS: 8 December 2004

Date of Second Supplementary PDS: 11 February 2005 Details – Put Warrants

This Second Supplementary PDS together with the Original PDS establish the terms of issue of the Warrants referred to above. You should read this Second Supplementary PDS in conjunction with the Original PDS. In the event of any inconsistency between this Second Supplementary PDS and the Original PDS, this Second Supplementary PDS shall take precedence. Dated this 11th day of February 2005. This Supplementary PDS was executed by Macquarie Bank Limited under power of attorney dated 29 October 2004 by each of Mark Small and Neil Smyth in their capacity as attorneys.

ASX Warrant

Code

Exercise Price (per Specified Number)

Type (American, European)

Specified Number

Issue Size (millions)

Expiry Date

Offer Closing Date

NABWMW $30.00 European 5 20 23/03/05 09/03/05


40071-1

This document is a Supplementary Product Disclosure Statement (“Supplementary PDS”). This Supplementary PDS is dated 8th December 2004. This Supplementary PDS together with the Product Disclosure Statement dated 23 March 2004 establish the terms of issue of the Warrants referred to below. You should read this Supplementary PDS in conjunction with the Product Disclosure Statement dated 23 March 2004.

Trading Warrants - Supplementary PDS

11 Series of Call Warrants and 2 Series of Put Warrants over Shares in:

Amcor Limited Oxiana Limited Australian Stock Exchange Limited Sonic Healthcare Limited Hardman Resources Limited Santos Limited Lend Lease Corporation Limited Tap Oil Limited National Australia Bank Limited Virgin Blue Holdings Limited Newcrest Mining Limited

Issuer: Macquarie Bank Limited Offer Opens: 8th December 2004 Expected Commencement of Trading on the ASX: 10th December 2004 Registrar: Computershare Investor Services Pty Limited Details – Call Warrants

ASX Warrant

Code



Specified Number


Expiry Date Offer Closing Date

AMCWMA $7.25 European 3 10 23/03/05 09/03/05

ASXWMA $21.00 European 5 10 26/05/05 12/05/05

HDRWML $2.00 European 2 10 24/02/05 10/02/05

LLCWMN $14.00 European 4 20 23/03/05 09/03/05

NABMWD $30.00 European 5 20 23/03/05 09/03/05

NCMWMH $18.00 European 4 20 23/03/05 09/03/05

OXRWMF $1.10 European 3 10 23/03/05 09/03/05


40071-1

Details – Put Warrants

Update to the Product Disclosure Statement dated 23 March 2004 “Section 7 – About the Issuer Macquarie Bank Limited (“Macquarie”) is an authorised deposit taking institution under s9 of the Banking Act 1959 (Commonwealth). As at 30 September 2004 Macquarie had total assets of approximately A$42.1 billion and equity attributable to ordinary equity holders of Macquarie of approximately A$2.6 billion on a consolidated basis. For the half year ended 30 September 2004 Macquarie reported profit from ordinary activities after income tax attributable to ordinary equity holders of approximately A$284 million on a consolidated basis.” Macquarie Group’s interest in the Listed Entities HDR – Hardman Resources Limited The Macquarie Group acted as joint Lead Manager to the placement of ordinary shares in Hardman Resources Limited, announced 31 March 2004. Hardman Resources Limited is also undertaking a non-underwritten, non-renounceable rights issue (announced 31.03.04) in respect of which the Macquarie Group is entitled to receive a fee on all applications lodged by participants in the Australasian tranche of the Placement for rights issue shortfall shares. The Macquarie Group acted as manager to a placement in Australia of ordinary shares in HDR as part of a global placement by it, announced 2.10.02. LLC - Lend Lease Corporation Limited The Macquarie Group acted as financial adviser to General Property Trust in relation to the merger proposal by Lend Lease Corporation Limited, announced 24 May 2004. OXR - Oxiana Limited The Macquarie Group has been appointed as financial adviser to Oxiana Limited in relation to a possible acquisition of Minotaur Resources Limited, announced 9 November 2004. The Macquarie Group acted as joint lead manager and joint underwriter to the pro rata renounceable rights offering by Oxiana Limited, announced on 20 January 2004.

SHLWMA $12.00 European 4 10 23/03/05 09/03/05

STOWMG $9.50 European 3 15 28/04/05 14/04/05

TAPWMB $1.80 European 2 5 23/03/05 09/03/05

VBAWME $2.25 European 3 15 23/03/05 09/03/05

ASX Warrant Code



Specified Number


Expiry Date Offer Closing Date

LLCWMU $12.00 European 4 20 23/03/05 09/03/05

NABWMW $27.00 European 5 20 23/03/05 09/03/05


40071-1

STO - Santos Limited The Macquarie Group acted as financial adviser to Santos Limited (STO) in relation to its acquisition of part of the Indonesian interests and all of the Cooper Basin assets of Novus Petroleum Limited (NVS) to be acquired from PT Medco Energi Internasional Tbk (Medco), announced 7 June 2004. The Macquarie Group acted as joint lead manager to the issue of preference shares by STO and as financial adviser to the buy-back of the Company's ordinary shares, both announced 17.10.01. Dated this 8th day of December 2004 This Supplementary PDS was executed by Macquarie Bank Limited under power of attorney dated 29 October 2004 by each of Mark Small and Neil Smyth in their capacity as attorneys.

MACQUARIE BANK LIMITED No. 1 Martin Place Sydney, New South Wales Australia Telephone: (612) 8232 3333 © Macquarie Bank Limited 2004

DATED: 23 MARCH 2004

COMBINED PRODUCT DISCLOSURE STATEMENT AND FINANCIAL SERVICES GUIDE

The Issuer: MACQUARIE BANK LIMITED AFSL 237502 Relating to the offer of Warrants to be traded on the Australian Stock Exchange, as specified in the relevant Supplementary Product Disclosure Statement. This PDS constitutes the general terms and conditions that shall govern the issue by Macquarie Bank Limited of Call Warrants and Put Warrants. This PDS is not a stand alone document and does not of itself constitute an offer capable of acceptance. The additional terms relating to each Series of Warrants will be set out in a Supplementary Product Disclosure Statement which will be supplemental to, and should be read in conjunction with, this PDS.

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IMPORTANT NOTICE & DISCLAIMER

This document is a Product Disclosure Statement.

The date of this Product Disclosure Statement is 23 March 2004 (“PDS”).

Supplementary Product Disclosure Statements

This PDS constitutes the general terms and conditions that shall govern the issue by Macquarie Bank Limited of Call Warrants and Put Warrants from time to time. This PDS is not a stand alone document and does not of itself constitute an offer capable of acceptance. The additional terms relating to each Series of Warrants will be set out in a Supplementary Product Disclosure Statement (“Supplementary PDS”) which will be supplemental to, and should be read in conjunction with, this PDS.

Purpose

Under this PDS and the relevant Supplementary PDS, Macquarie is inviting Applications for certain Series of Warrants, the commercial terms of which will be set out in the relevant Supplementary PDS issued by Macquarie from time to time.

Application Form

Applications for Warrants will only be accepted on the Application Form attached to this PDS. The Offer Period for a Series of Warrants will open and close on the dates specified for that Series in the relevant Supplementary PDS. To the extent permitted by law, Macquarie may withdraw invitations and offers made under this PDS in respect of a particular Series at its absolute discretion at any time upon giving notice to the ASX.

Cooling-off Rights

No cooling-off rights apply to the issue of Warrants. This means that, in most circumstances, you cannot withdraw an Application once it has been made.

Foreign Jurisdictions

The distribution of this PDS in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this PDS comes should seek advice on and observe any such restrictions. Failure to comply with relevant restrictions may violate those laws. This PDS is not an offer or invitation in relation to Warrants in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Warrants have not and will not be registered under the United States Securities Act of 1933 and may not be offered or sold directly or indirectly in the United States of America.

Changes to Information in PDS

This PDS is current as at 23 March 2004. Information in this PDS is subject to change from time to time. Where information that is not materially adverse to Holders changes, Macquarie will update the information by posting a notice on its website at www.macquarie.com. au/warrants. Macquarie will provide a paper copy of updated information upon request to Holders who contact Macquarie on 1800 803 010.

Representations

This PDS has been prepared and issued by Macquarie Bank Limited as Issuer. Any other parties distributing this product are only doing so as a distributor for Macquarie Bank Limited. Potential investors should only rely on information in this PDS and the relevant Supplementary PDS. No person is authorised to give any information or to make any representation in connection with the offer of Macquarie Trading Warrants that is not contained in this PDS. Any information or representation not so contained may not be relied upon as having been authorised by Macquarie in connection with the offer. Role of Listed Entities

No Listed Entity has been a party to the preparation of this PDS or furnished any information specifically to Macquarie for the purpose of its preparation. Otherwise than as disclosed in a Supplementary PDS, Macquarie has no affiliation with any Listed Entity and has not, for the purposes of preparation of this PDS, sought access to information concerning any Listed Entity which is not publicly available. No Listed Entity accepts any responsibility for any statement in this PDS. No Listed Entity nor any director or officer of any Listed Entity has authorised or caused the issue of any part of this PDS. None of those persons has had any involvement in the preparation of any part of this PDS, purports to make any statement in any part of this PDS or has consented to be named in this PDS.

Own Advice

The information provided in this PDS is not financial product advice, and has been prepared without taking into account your individual investment objectives or personal circumstances. You should read the whole of this PDS and consider all of the risks and other information relating to Macquarie Trading Warrants before deciding to invest. If you have any questions, you should contact your stockbroker, accountant or other professional adviser before deciding to invest in Macquarie Trading Warrants.

Commissions

Macquarie may give to brokers to the Issue, whether in the primary or secondary market, a discount, commission or fee in respect of each Warrant placed or purchased by the broker.

Defined Terms

Section 8 of this PDS contains definitions of certain terms used in this document.

Role of the Registrar

The Registrar has had no involvement in the preparation of any part of this PDS and its name appears for information purposes only.

Admission to Trading Status on ASX

Application will be made for each Series of Macquarie Trading Warrants offered under this PDS to be admitted to Trading Status by the ASX. The fact that the ASX may admit the Warrants to Trading Status is not to be taken in

any way as an indication of the merits of Macquarie, any Listed Entity or the Warrants offered for subscription. Admission to Trading Status of the Warrants offered pursuant to this PDS will commence as soon as practicable after Macquarie notifies subscribers of the issue of the Warrants. The ASX does not warrant the accuracy or truth of the contents of this PDS including any expert’s report which it may contain.

In not objecting to the Terms or by admitting the Warrants to Trading Status, the ASX has not authorised or caused the issue of this PDS and is not in any way a party to or concerned in authorising or causing the issue of this PDS or the making of offers or invitations with respect to the Warrants. The ASX takes no responsibility for the contents of this PDS. In particular, the ASX has not formed a view as to whether this PDS complies with the “reasonable investor” standard of disclosure contained in the ASX Market Rules, this being the responsibility of Macquarie. The ASX makes no representation as to whether this PDS and the Terms comply with the Corporations Act or the ASX Market Rules. To the extent permitted by the Trade Practices Act 1974 (Cth) or any other relevant law, the ASX will be under no liability for any claim whatsoever, including for any financial or consequential loss or damage suffered by Holders or any other person, where that claim arises wholly or substantially out of reliance on any information contained in this PDS or any error in, or omission from, this PDS. Consents

Allens Arthur Robinson has given and not withdrawn its consent to be named in this PDS. Allens Arthur Robinson has been involved in the preparation of this PDS, and accepts responsibility for Sections 2.13, 2.14, Section 4, but accepts no responsibility for any other part of this PDS, and has not authorised or caused its issue. Computershare Investor Services Pty Limited has given and, as at the date hereof, not withdrawn its written consent to be named as Registrar in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of this PDS other than being named as Warrant Registrar to Macquarie. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this PDS.

Privacy Act 1988 (Commonwealth) – Collection Statement

If you complete an application for Warrants offered under this PDS you will be supplying personal information to Macquarie. Macquarie will be bound by the Privacy Act 1988 (Commonwealth), as amended by the Privacy Amendment (Private Sector) Act 2000 (“the Privacy Act”), in relation to Macquarie's collection, holding, use, disclosure, management, access, correction and disposal of that information.

You should be aware that:

You can contact us by phone, fax or email and request access to your information. In normal circumstances, we will give you full access to your information, however there may be some legal or administrative reason to deny you access, in which case we will provide reasons for denying access. Further, we may charge a fee to give you full access where your request requires the compiling of information that has been archived or is significant in volume.

Macquarie will use your personal information for the following purposes: assessing your application for Warrants; assessing the credit and other exposure that the

Macquarie Group has to you; to keep and maintain a register of Holders; marketing of products and services which are of

the same type as Warrants; to determine future product and business

strategies and to develop its services; to comply with all applicable regulatory or legal

requirements (including the requirements of ASIC, ASX, ATO and AUSTRAC); and

to communicate with you in relation to your Warrants and all transactions relating to your Warrants.

Your personal information may be disclosed to other entities in the Macquarie Group in making use of your personal information in the manner described above. It may also be disclosed to any financial institution nominated by you in an Application Form and may be disclosed to your stockbroker or licensed financial adviser.

While the information we ask you to supply in the Application Form is not required by law, Macquarie may not be able to assess your application if the information is not supplied.

You can also obtain a copy of Macquarie’s privacy statement on www.macquarie.com.au or by requesting it from us.

Contents

0

Section 1 Investment Overview 1 Section 2 Details of the Warrants 4 Section 3 Risks You Should Consider 10 Section 4 Taxation Considerations 12 Section 5 Description of the Underlying Parcels 13 Section 6 Terms of Issue 14 Section 7 About the Issuer - Macquarie Bank Limited 30

Section 8 Glossary 31 Application Form 34 Appendix I (Sample Supplementary PDS) 36 FINANCIAL SERVICES GUIDE 37

Section 1: Investment Overview

This Section contains a brief summary only of certain material features relating to Macquarie Trading Warrants. Detailed information relating to the offer to subscribe for Macquarie Trading Warrants can be found in the following sections of this PDS. Potential investors should read this PDS in its entirety before making any investment decision. If there is any conflict between this section and any other section of this PDS (including the Terms) the latter will prevail.

1

What are Macquarie Trading Warrants?

What is a Call Warrant?

A Call Warrant gives a Holder of the Specified Number of Warrants the right to acquire one Underlying Parcel from Macquarie in the relevant Listed Entity for the Exercise Price plus any applicable Transfer Tax. This PDS relates to different styles of Call Warrants. The rights of the Holder of American Call Warrants are, in principle, similar to those of an “American call option” and the rights of the Holder of European Call Warrants are, in principle, similar to those of the holder of a “European call option” over Shares in the relevant Listed Entity.

What is a Put Warrant?

Put Warrants give a Holder of the Specified Number of Warrants the right upon exercise to require Macquarie to acquire from the Holder one Underlying Parcel in the relevant Listed Entity for the Exercise Price less any applicable Transfer Tax. The rights of the Holder are, in principle, similar to those of the holder of a “European put option” over Shares in the relevant Listed Entity.

What is an American Warrant?

An American Warrant is a Warrant that can be exercised at any time before the Expiry Date or on the Expiry Date at or before the Closing Time.

What is a European Warrant?

A European Warrant is a Warrant that can only be exercised on the Expiry Date at or before the Closing Time.

Underlying Parcel

The Underlying Parcel is initially one Share in the relevant Listed Entity. It may be adjusted in certain circumstances, such as a bonus or rights issue, a cash return of capital or a reconstruction of capital. The Exercise Price as applicable, may also be adjusted in these circumstances. The adjustments are designed so that neither the Holder nor Macquarie is disadvantaged in such circumstances.

A Leveraged Investment

Warrants are a leveraged investment. Warrants can provide exposure to the Share comprised in the Underlying Parcel for a fraction of the price of that Share.

The value of Call Warrants tends to rise if the value of the Underlying Parcel increases, and tends to fall if the value of the Underlying Parcel decreases. The value of Put Warrants tends to rise if the value of Underlying Parcel decreases, and tends to fall if the value of the Underlying Parcel increases. Both increases and decreases in the value of the

Underlying Parcel are likely to be magnified, in percentage terms, in the Warrant price.

What are the Key Features and Benefits of Investing in Macquarie Trading Warrants?

An investment in Macquarie Trading Warrants gives you:

• a convenient way to enhance your exposure to share price movements in a range of Australian listed Shares;

• the potential to earn greater returns than an equivalent investment in the Share comprised in the Underlying Parcel because of the leverage provided by Warrants;

• the right to buy (call) or sell (put) a particular share for a fixed price on or before a future date; and

• a flexible investment that may be sold on the ASX at any time up to and including Maturity, if required.

What are the Risks of Investing in Macquarie Trading Warrants?

As with any investment decision, you need to consider an investment in Macquarie Trading Warrants carefully and in light of your individual circumstances.

Potential risks of investing in Macquarie Trading Warrants include:

• adverse movements in the price of the Underlying Parcel decreasing the value of your investment;

• the value of the Warrant decreasing over time even if the price of the Underlying Parcel remains the same due to time decay;

• a change to the corporate structure of the Underlying Parcel (eg due to a takeover or scheme of arrangement affecting the Listed Entity in which the Share comprised in the Underlying Parcel exists) which may affect the value of your investment;

• Macquarie failing to perform its obligations; and

• all the general risks of investing in options and listed shares.

You should refer to Section 3 ‘Risks You Should Consider’ on page 10 of this PDS for more detailed information about the risks of investing in Macquarie Trading Warrants. Potential investors should ensure that they fully understand the risks involved and consult with relevant advisers before making any investment decision.

Section 1 Investment Overview

2

How Do Macquarie Trading Warrants Work and What Happens at Maturity?

Call Warrants

A Holder of the Specified Number of Call Warrants is entitled by giving an Exercise Notice and paying the Exercise Price plus any applicable Transfer Tax, to acquire the Underlying Parcel in the relevant Listed Entity from Macquarie. The Holder is not obliged to give Macquarie an Exercise Notice.

Put Warrants

A Holder of the Specified Number of Put Warrants is entitled by giving Macquarie an Exercise Notice and delivering the Underlying Parcel to Macquarie (per Specified Number of Warrants exercised) to be paid the relevant Exercise Price less any applicable Transfer Tax. The Holder is not obliged to give Macquarie an Exercise Notice. Who Do They Suit?

Macquarie Trading Warrants may suit you if you:

• are looking to spend less up front and get greater exposure to any share price movements;

• are looking for an alternative to other forms of gearing into shares; and

• have had previous experience with options.

Who Can Apply?

Macquarie has a range of Warrants to suit a variety of different investors. Macquarie Trading Warrants can be purchased under this PDS using the Application Form. Application Forms and Instructions are found on pages 34 and 35 of this PDS. Who Can Apply

Australian residents

Minimum Application Amount (no. of Warrants)

2,000 (and thereafter in multiples of 2,000)

Amount Payable on Application

Premium

How Do I Buy and Sell Macquarie Trading Warrants?

Before you invest in Macquarie Trading Warrants it is important that you have read and understood the terms set out in this PDS and the relevant Supplementary PDS. You should also read the ASX booklet ‘Understanding Trading and Investment Warrants’ which is available free of charge from the ASX or from Macquarie. If you have any questions you should contact your stockbroker, accountant or other professional adviser.

Macquarie Trading Warrants can be purchased either by making an Application under this PDS (ie in the primary market) or on the ASX (ie in the secondary market).

Primary Market Applications

To apply for Macquarie Trading Warrants in the primary market you must complete the Application Form in this PDS and submit it with payment to your licensed financial adviser or directly to Macquarie.

Purchasing Macquarie Trading Warrants on the Secondary Market (ASX) – Just Like Ordinary Shares

To gain immediate access to Share price movements, Macquarie Trading Warrants can be purchased on the ASX through any ASX Accredited Derivatives full service or discount adviser or stockbroker using the relevant ASX Code. For example, BHP Billiton Macquarie Call Warrants would be listed as BHPWMA on the ASX where “W” = Warrant, “M” = Macquarie and “A” = Warrant Series.

To trade Macquarie Trading Warrants on the secondary market, you will need to have completed a Warrant Client Agreement Form available from your stockbroker.

How Much Do Macquarie Trading Warrants Cost (the Premium)?

The Premium

The price (or Premium) of a Macquarie Warrant is not fixed and will vary depending on a number of factors including:

• the price of the Share comprised in the Underlying Parcel;

• the volatility of that Share price;

• the future expected dividends;

• the time remaining to Maturity; and

• prevailing interest rates.

The Exercise Price (Call Warrants)

To exercise a Specified Number of Call Warrants, a Holder is required to pay to Macquarie the Exercise Price specified for that Series of Warrant in the relevant Supplementary PDS, together with any Transfer Tax (if applicable).

Commission, Fees and Expenses

When you purchase Macquarie Trading Warrants on the ASX your adviser may also charge you commission.

Section 1 Investment Overview

3

What are the Tax Implications of Investing in Macquarie Trading Warrants?

Purchasing, holding and exercising Warrants may have income tax or capital gains tax implications for investors. The tax consequences will depend on the particular circumstances of each Holder. Investors should seek independent advice referable to their own circumstances prior to making any investment decision. You should refer to Section 4 'Taxation Considerations' on page 12 of this PDS for detailed information in relation to the tax implications of investing in Macquarie Trading Warrants. In brief:

no tax implications should arise from investing in Macquarie Trading Warrants until they are sold or until they expire or until the Underlying Parcel is sold upon, or following, the exercise of a Warrant;

upon the sale or expiry of a Macquarie Warrant or upon the sale of the Underlying Parcel upon, or following, the exercise of a Warrant, capital gains tax consequences are likely to arise to the investor;

no dividend income will be derived from the Underlying Parcel by an investor in a Call Warrant unless and until the Warrant is exercised; and

dividend income will continue to be derived from the Share comprised in the Underlying Parcel by an investor in a Put Warrant unless and until the Warrant is exercised.

Is there a Cooling Off Period?

There is no cooling off period when you buy or sell Macquarie Trading Warrants.

Are there any labour standards or social, environmental or ethical considerations I should be aware of?

Macquarie will not take into account labour standards or social, environmental or ethical considerations for the purposes of selecting retaining or realising the investment. An investment in Macquarie Trading Warrants by Investors requires the selection of a specific Underlying Parcel. Investors should make their own enquiries as to whether labour standards or social, environmental or ethical considerations are taken into account by the issuer of the Share comprised in the Underlying Parcel by referring to the website of the relevant issuer or information disclosed by the relevant issuer pursuant to its continuous disclosure obligations. Enquiries and Complaints

Macquarie has procedures in place to properly consider and deal with any enquiries or complaints from investors in Macquarie Trading Warrants. Macquarie will acknowledge receipt of a written complaint within 5 days and provide a substantive response within 21 days. Where a complaint remains unresolved (eg where a remedy is not offered or not instigated or where a remedy is offered is not accepted by the complainant), the complaint may fall within the terms of reference of the external complaints scheme, Financial Industry Complaints Scheme (“FICS”). To contact FICS, Holders should telephone 1300 780 808 or write to PO Box 579 Collins Street West, Melbourne, Victoria 8007.

Section 2: Details of the Warrants

This Section is a summary of the important features of Macquarie Trading Warrants. The contractual terms are contained in Section 6. Investors should read and understand the contractual terms before investing in Macquarie Trading Warrants. Investors should obtain professional advice which takes into account their particular investment needs, objectives and financial circumstances. If there is any conflict between this summary and the Terms, the Terms prevail.

4

2.1 Offer of Macquarie Trading Warrants

Issuer

The Issuer is Macquarie Bank Limited. Please refer to Section 7 which contains more information on Macquarie.

Issue Description

Macquarie may issue several Series of Warrants under this PDS. The commercial terms for a particular Series will be set out in a Supplementary PDS (which must be attached to, or issued with this PDS) issued on or before the Issue Date for each Series. Copies of each Supplementary PDS can be obtained by contacting Macquarie on 1800 803 010 or at [email protected].

Maximum Issue Size

The initial issue size for each Series will be set out in the relevant Supplementary PDS. Macquarie reserves the right, without the consent of, or the giving of prior notice to Holders, to increase the maximum issue size by seeking the consent of the ASX to such increase at any time during the relevant Offer Period.

Underlying Parcel

The relevant Specified Number of Warrants of a particular Series relates to one Underlying Parcel which is initially one Share in the relevant Listed Entity. The composition of an Underlying Parcel may be adjusted in certain circumstances in accordance with the Terms. See “Adjustments” later in this section.

Minimum Subscription and Underwriting

There is no minimum number of Warrants which must be issued for the offer to proceed. The offer is not underwritten.

Offer Period

The offer of Warrants under this PDS in respect of each Series is open from 9:00am (Sydney time) on the date specified in the relevant Supplementary PDS and will close with respect to a particular Series of Warrants at the earlier of:

(a) the date specified in the Supplementary PDS; and

(b) the date on which the Warrants lapse pursuant to Clause 2.3 of the Terms,

subject to the rights of Macquarie to withhold offering any or all Series of Warrants at any time and for any period of time and to close the offer with respect to any or all Series of Warrants on an earlier date without prior notice.

Macquarie reserves the right and currently intends to continue to issue Warrants in each Series after the commencement of trading of Warrants on the ASX.

Issue Price

This PDS does not specify the price at which Warrants of a particular Series will be issued. The issue price (or “Premium”) will depend on the price of the relevant Shares and other parameters at the time the offeree agrees to subscribe for Warrants and will therefore vary from time to time during the offer period.

Application Procedure

Applications may only be made on the Application Form attached to this PDS or attached to the complete and unaltered electronic PDS dated 23 March 2004.

Investors intending to apply for Warrants must first make a telephone commitment to Macquarie by calling 1800 80 30 10 to acquire the specified Warrants.

At the time of making this commitment, the number and Premium for the specified Warrants will be agreed between Macquarie and the investor and the investor will be given a discrete subscription number, which must be inserted on the Application Form. Investors are then required to lodge a completed Application Form together with the application money within five Business Days after making a telephone commitment to acquire the specified Warrants. Payments must be made by cheque in Australian dollars. Investors should receive confirmation of the number of Warrants acquired within twelve Business Days of submitting a valid Application Form and application money being cleared.

All telephone conversations may be tape recorded.

Macquarie reserves the right to accept or reject any commitment or subsequent application in its absolute discretion and to vary the application procedure.

Macquarie will not accept Application Forms prior to the date of this PDS.

A paper copy of this electronic PDS will be provided to investors free of charge during the offer period on request by contacting Macquarie.

Trading

Application will be made to the ASX for permission to admit the Warrants offered under this PDS to Trading Status. Each Series of Warrants are expected to commence trading on the date set out in the relevant Supplementary PDS.

Section 2 Description of the Warrants

5

2.2 How Do Macquarie Trading Warrants Work?

Macquarie Trading Warrants give the Holder the right to buy (call) or sell (put) a particular Share for a fixed price (Exercise Price) on a future date (European) or on or before a future date (American) (Expiry Date).

Exercise Price

The Exercise Price per Specified Number of Warrants of a particular Series is set out in the relevant Supplementary PDS. The Exercise Price for each Series is subject to adjustment in certain circumstances in accordance with Clause 4 of the Terms.

Expiry Date

The Expiry Date of each particular Series is set out in the relevant Supplementary PDS. The Supplementary PDS will specify whether the Warrants are American Warrants or European Warrants.

The Warrants of a particular Series may be exercised in accordance with the Exercise Procedure outlined below.

Specified Number

Holders should exercise Warrants of a Series in multiples of the Specified Number for that Series. If an Exercise Notice is given for a number of Warrants which is either not a whole number or a whole multiple of the Specified Number, the number of Warrants exercised under the notice will be rounded down to the closest whole multiple of the Specified Number and any excess exercise money will be refunded to the Holder and an Assessed Value Payment will be made for the Warrants which are not exercised (see Clauses 5.11 and 5.14 of the Terms).

Exercise Procedure

Call Warrants

Holders wishing to exercise Call Warrants of a Series must lodge with Macquarie a completed Exercise Notice for a number of Call Warrants of that Series which is a multiple of the relevant Specified Number together with payment of the Exercise Price and any applicable Transfer Tax in respect of the Warrants.

In respect of an American Warrant, the Exercise Notice may be lodged before the Expiry Date or on the Expiry Date at or before 4.15pm. The Business Day on which the Exercise Notice is duly given to Macquarie in respect of a Warrant is the Exercise Day for that Warrant.

In respect of a European Warrant, the Exercise Notice must be lodged on the Expiry Date at or before 4.15pm. If an Exercise Notice is received prior to the

Expiry Date, it will be treated as having been received on the Expiry Date.

Holders should note that an Exercise Notice only becomes effective if both the funds accompanying the Exercise Notice are cleared and, the Holder is registered as the Holder of the relevant number of Warrants on or before the fifth Business Day after the Exercise Day.

Put Warrants

Holders wishing to exercise Put Warrants of a Series must lodge with Macquarie a completed Exercise Notice for the number of Put Warrants of that Series which is a multiple of the relevant Specified Number on the Expiry Date at or before 4.15pm. If an Exercise Notice is received prior to the Expiry Date, it will be treated as having been received on the Expiry Date.

Together with the Exercise Notice, the Holder must also lodge all documents relating to the Underlying Parcel including (if applicable) a copy of their Issuer Sponsored Statement showing the holding, or evidence of the Holder’s instructions to the Sponsoring Participant to deliver the Shares to the Broker. The Holder must also lodge any other documents Macquarie notifies the Holder that it reasonably requires.

The Broker will then arrange for the Underlying Parcel to be transferred to Macquarie.

If the Holder delivers a valid Exercise Notice and if the Holder procures that Macquarie is in a position to be registered as the owner of the relevant Underlying Parcel within 5 Business Days of the Expiry Date, Macquarie will pay the Holder the Exercise Price less any applicable Transfer Tax on the Payment Date by cheque.

If a Warrant is not exercised prior to 4.15pm on the Expiry Date it will lapse, with the Lapse Date being the Expiry Date.

If a Warrant is exercised, but the Holder does not procure that Macquarie is in a position to be registered as owner of the relevant Underlying Parcel within 5 Business Days of the Expiry Date, the Warrant will lapse, with the Lapse Date being the day 5 Business Days after the Expiry Date.

Failure to Exercise/Lapse of the Warrant

A Warrant will automatically lapse if a valid Exercise Notice has not been received by Macquarie at or before 4:15pm on the Expiry Date. In the situation where a Warrant has lapsed, the Holder may be entitled to an Assessed Value Payment, provided the Warrant has an intrinsic value of equal to or greater than 5% of the Exercise Price on the Expiry Date. The Assessed Value Payment is calculated in accordance with clause 5.11 of the Terms.


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2.3 Treatment of Dividends and Other Rights

Voting Rights

The Holders of Macquarie Trading Warrants, in their capacity as Holders, are not entitled to receive any annual reports or notices of meetings of the relevant Listed Entity or attend or speak or vote at any meeting of members (or class of members) of the Listed Entities.

Dividends

Holders are not entitled to participate in any dividends, dividend reinvestment plans, or other plans of Listed Entities for the investment or receipt of other benefits in lieu of dividends in respect of the Underlying Parcel, including among other things, discount cards.

Special Dividends

If a Listed Entity declares a Special Dividend, the Exercise Price and Specified Number will be adjusted. The Underlying Parcel will remain unchanged.

The adjustments will generally follow the methodology that is used by ASX to adjust exchange traded options (“ETOs”) over the same Shares in the same situation. If there is no corresponding ETOs, Macquarie may still use the methodology set out in the ASX Market Rules. Macquarie may, with the consent of the ASX, make an alternate adjustment to that used by the ASX or set out in the ASX Market Rules if it determines the actual ETO adjustment or ASX methodology is inappropriate in a particular situation.

2.4 Expiry Date

Each Series of Macquarie Trading Warrants will expire on the Expiry Date specified for that Series in the relevant Supplementary PDS. Potential investors should note however, that the Expiry Date for a Series of Macquarie Trading Warrants may be brought forward upon the occurrence of an Extraordinary Event.

Macquarie may at any time, at its discretion and with the consent of ASX, nominate as an Extraordinary Event for a particular Series of Warrants events including the actual or proposed delisting, withdrawal of admission to trading status or suspension of the Shares or the Warrants (except, in the case of Warrants, where that delisting, withdrawal or suspension is caused by Macquarie) or a material limitation of the ability of Macquarie to hedge the Warrants or maintain secondary market prices in the Warrants.

If Macquarie makes such a nomination, the relevant Series of Warrants will automatically lapse.

2.5 Variation of the Terms

The Exercise Price, Specified Number and the Underlying Parcel may be varied in the event of corporate actions such as returns of capital, rights and bonus issues and other reconstructions.

Other variations are possible in two circumstances:

1) Where the change is necessary or desirable in the reasonable opinion of Macquarie:

• to comply with any statutory or other legal requirements or any requirement of the ASX;

• to rectify any technical defects, manifest error or ambiguity; or

• to provide for the consequences of any corporate action by the Listed Entity.

2) Where the terms of the change are authorised by a resolution of Holders.

Such a resolution is passed only where Macquarie:

• notifies every Holder of the proposed change;

• supplies the Holder with a document setting out the reasons for, and any advantages and disadvantages of, the changes proposed; and

• supplies the Holder with a ballot paper allowing the Holder to vote for or against the change.

A resolution varying the Terms in respect of a Series is only passed if it is approved by the Holders of 75% of the relevant Series who cast votes (being Holders that are not Macquarie or its associates).

The votes will be validated and checked by Macquarie’s auditors. Each Holder will have one vote for each Macquarie Warrant held. The voting period may not be less than 20 Business Days from dispatch of the last notice of proposed changes to a Holder. No ballot can be requisitioned by Holders.

Where Macquarie Trading Warrants are held by Macquarie or its associate as trustee or nominee for a Holder, Macquarie or its associate will only cast a vote in respect of each Macquarie Warrant so held in the manner directed by the Holder.

2.6 Adjustments for Corporate Actions and other Events

Several events may occur in relation to the Listed Entities or the Shares which will result in adjustments being made to the Exercise Price, Specified Numbers or the composition of an Underlying Parcel.

These events are set out in Clause 4 of the Terms.


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The adjustments will generally follow the methodology that is used by ASX to adjust exchange traded options (“ETO”) over the same Shares as those comprised in the Underlying Parcel in the same situation. If there are no corresponding ETOs, Macquarie may still use the methodology set out in the ASX Market Rules. Macquarie may, with the consent of the ASX, make an alternate adjustment to that used by the ASX or set out in the ASX Market Rules if it determines the actual ETO adjustment or ASX methodology is inappropriate in a particular situation.

Some events and the adjustments set out in the ASX Market Rules are summarised below. These summaries provide an outline only and where there is any difference between these summaries and the adjustments contemplated by Clause 4 of the Terms, the latter shall prevail.

Reconstruction of Capital

The Underlying Parcel will become the new securities issued in substitution for the Share which constituted the Underlying Parcel before the reconstruction. The Exercise Price, composition of the Underlying Parcel and Specified Number, as applicable, will be adjusted in accordance with the methodology set out in the ASX Market Rules 11.3.

Cash Return of Capital

If a pro-rata cash return of capital involves the cancellation or repurchase of any Share, the Underlying Parcel will be adjusted to exclude the cancelled or repurchased securities.

The Exercise Price, composition of the Underlying Parcel and Specified Number, as applicable, will be adjusted in accordance with the methodology set out in ASX Market Rules 11.3.

Bonus or Rights Issue

If there is a pro rata issue or distribution of securities by way of a bonus issue or a pro rata right to acquire securities, the Exercise Price, composition of the Underlying Parcel and Specified Number, as applicable, will be adjusted in accordance with the methodology set out in ASX Market Rules 11.3.

2.7 Contractual Rights to Payment if Macquarie Defaults

If after an effective Exercise Notice has been given in respect of Macquarie Trading Warrants, Macquarie fails to either:

(a) in the case of Call Warrants, procure that the Holder becomes the registered owner of the Underlying Parcel within twenty (20) Business Days after the later of the Exercise Day and the day on which the Transferee has satisfied its obligations under these Terms; or

(b) in the case of Put Warrants, post a cheque to the Transferor on the Payment Date for the Exercise Price (less any Transfer Tax) for every Specified Number of Warrants exercised,

the Holder will, upon giving notice to Macquarie, be entitled to receive a payment equal to

A = 1.1 x S

Where:

A = the amount; and

S = in the case of a Call Warrant, the value of the Underlying Parcel calculated in accordance with Clause 5.12 of the Terms and, in the case of a Put Warrant, the Exercise Price.

Upon payment of this amount, the relevant Macquarie Warrant will cease to exist, and Macquarie shall have no further obligations to the Holder. 2.8 Register

Macquarie will arrange (at its cost) for a register of Holders of each Series of Macquarie Trading Warrants to be established and maintained at the offices of Computershare Investor Services Pty Limited (see Directory on the last page) in Sydney. The Register will be open during normal business hours for inspection by any Holder or authorised representative of any member of the Listed Entities.

As the Macquarie Trading Warrants will be CHESS Approved Securities, a CHESS sub-register and an Issuer Sponsored Subregister of Holdings will be established in respect of each Series of Macquarie Trading Warrants.

2.9 Form of Holding

The Macquarie Trading Warrants will be held in uncertificated form and no certificates will be issued. The Macquarie Trading Warrants will be noted in the Register of Macquarie Trading Warrants for each Series maintained by Computershare Investor Services Pty Limited.

2.10 Activities of Macquarie

The Macquarie Trading Warrants will constitute direct unconditional obligations of Macquarie.

Macquarie reserves the right to buy back Macquarie Trading Warrants that have been issued. Macquarie Trading Warrants bought back will not be cancelled automatically, but may be cancelled or resold by Macquarie. Macquarie Trading Warrants may be issued after commencement of trading on the ASX.

Members of the Macquarie Group may apply for Macquarie Trading Warrants to facilitate market


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making activities that may be undertaken in relation to the Warrants. Macquarie will provide, as and when practicable, buy and sell quotations for Macquarie Trading Warrants on the ASX.

From time to time Macquarie (or other members of the Macquarie Group) may hold shares in, or warrants or other securities relating to the Shares comprised in the Underlying Parcel. Holders of Warrants have no power, directly or indirectly, to vote or control how Macquarie (or the relevant Macquarie Group company) votes in relation to those shares or other securities. Macquarie (or the relevant Macquarie Group company) may vote or not vote in relation to those shares or other securities at its sole discretion and having regard solely to its own interests.

2.11 The Clearing House Electronic Sub-register System (CHESS)

CHESS (Clearing House Electronic Subregister System) is a computer system which electronically transfers title between the buyers and sellers of securities on the ASX. It is a paperless system where security ownership is recorded on an account in CHESS, rather than through the use of physical share certificates. CHESS also enables the electronic settlement of transactions between CHESS participants (i.e. stockbrokers and institutional investors).

CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of the ASX. All CHESS participants must abide by the published rues known as the ASX Settlement Transfer Corporation Pty Limited (ASTC) Settlement Rules (ASTC Settlement Rules).

Macquarie will apply to have the Warrants offered under this PDS admitted to CHESS. When the Warrants become “CHESS Approved Securities”, holdings will be registered on one of two subregisters: an electronic CHESS subregister or an Issuer Sponsored Subregister. Warrants held by a Holder who is a participant in CHESS or a person sponsored by a participant in CHESS will be registered on the CHESS subregister. All other holdings will be registered on the Issuer Sponsored Subregister.

Under the CHESS system, Holders will be provided with a holding statement on a monthly basis whenever there is a change in holding, rather than with a certificate. The holding statement will record the number of Warrants held and the particulars of the Holder, including the Holder’s Holder Identification Number in the case of a CHESS Holder or a Shareholder Reference Number in the case of an Issuer Sponsored Holder.

Holders who hold Warrants with more than one sponsoring participant will receive separate holding statements from the ASX.

2.12 Distributions of this PDS and any Supplementary PDS

As the Macquarie Trading Warrants are to have Trading Status on the ASX, they may be transferred to secondary holders. This PDS, together with any relevant Supplementary PDS may be passed on to such secondary holders in that capacity or to potential transferees who approach existing Holders, the Broker or Macquarie. Macquarie will provide a copy of this PDS and any relevant Supplementary PDS on request.

2.13 Substantial Shareholders, Takeovers and Associations

The acquisition of Macquarie Trading Warrants may have implications for Holders (particularly substantial shareholders) under Chapters 6, 6A, 6B, 6C and 6D of the Corporations Act 2001. The precise implications depend upon the Holder’s particular circumstances.

The following explanation of the law as at the date of the PDS is provided to assist Holders in identifying the practical obligations that may arise from a holding of Macquarie Trading Warrants. The obligations of Holders will, however, be affected by circumstances peculiar to individual Holders and Holders should obtain their own advice on the obligations they may have under the Corporations Act.

ASIC has issued Class Order 02/924 which disregards any relevant interest in, or voting power in relation to, a Share which a Holder may have solely as the result of holding a Call Warrant. ASIC has also issued Class Order 02/925 which disregards certain associations between the Issuer and a Holder. These Class Orders apply to the Call Warrants.

2.14 Foreign Holders

The acquisition or exercise of Macquarie Trading Warrants could have implications for Holders under the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) (FATA). The following paragraphs are a very general summary of the requirements of FATA as they may affect an acquisition of Macquarie Trading Warrants. The summary does not purport to be exhaustive nor to give legal advice and should not be relied on by the potential investors, who should seek their own legal advice in relation to all aspects of the proposed investment including but not limited to those referred to below.

FATA empowers the Treasurer of Australia to prohibit a proposed acquisition of shares in an Australian corporate or interests in assets of an Australian business where the result of the acquisition will be that a foreign person, together with its associates would


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have an interest of not less than 15% of the issued shares in the corporation or interests in assets of an Australian business, or two or more foreign persons (together with their associates) would in aggregate have an interest of not less than 40% of the interests in the issued shares in the corporation or assets of the Australian business. Where such an acquisition has already occurred, the Treasurer has the power to order a person who acquired the shares or interests in the assets to dispose of them. The concepts of acquisition, interest, associate and foreign person are very widely defined in FATA.

In addition, FATA requires certain persons who propose to make such acquisitions first to notify the Treasurer of their intention to do so. The acquisition of Macquarie Trading Warrants on-market will constitute an acquisition by the Holder of the Shares comprised in the Underlying Parcel for the purposes of FATA.

Foreign ownership of Shares in Australian companies may also be restricted under other Commonwealth legislation, or under Commonwealth Government policy for example, in relation to Australian banks and Telstra Corporation Limited.

In addition, some Australian companies are subject to legislation which prescribes maximum shareholding limits for all shareholders.

Section 3: Risks You Should Consider

An investment in Macquarie Trading Warrants is speculative with returns received depending on a number of variable factors. All investments involve varying degrees of risk. In evaluating the merits and suitability of an investment in Macquarie Trading Warrants, careful consideration should be given to the risks inherent in Macquarie Trading Warrants. This Section does not purport to be a comprehensive summary of all the risks associated with an investment in Macquarie Trading Warrants but highlights particular risks that Macquarie wishes to encourage prospective investors to consider in detail and discuss with their professional advisers.

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3.1 National Guarantee Fund - not a guarantor in all cases

Claims against the National Guarantee Fund may only be made in respect of secondary trading in Warrants between brokers on the ASX and cannot be made in relation to the primary issue of Warrants by Macquarie or the settlement obligations of Macquarie arising from the giving of Exercise Notices or the expiry or termination of the Warrants.

The capacity of Macquarie to settle all outstanding Warrants is not guaranteed by the ASX, the National Guarantee Fund or the ASTC. 3.2 Obligations of Macquarie

The value of the Warrants depends upon, among other things, the ability of Macquarie to perform its obligations under the Terms.

The obligations of Macquarie under the Warrants are not deposit liabilities of Macquarie, and they are not guaranteed by any other party. They are unsecured contractual obligations of Macquarie which will rank equally with Macquarie’s other unsecured contractual obligations and with its unsecured debt, other than liabilities mandatorily preferred by law. In this regard, Section 13A(3) of the Banking Act 1959 provides that in the event of Macquarie becoming unable to meet its obligations, the assets of Macquarie in Australia shall be available to meet its deposit liabilities in Australia in priority to all other liabilities of Macquarie (which includes the obligations of Macquarie under the Warrants).

Investors must make their own assessment of the ability of Macquarie to meet its obligations. A description of Macquarie is set out in Section 7 to assist potential investors in making this assessment. 3.3 Exercise Procedure and Exercise Notice

Holders who wish to exercise their Warrants should ensure that they follow the proper exercise procedures. Shares to be delivered by the Holder following the exercise of a Put Warrant must be registered in the same name and address as the Warrant is registered in. The exercise of Put Warrants will not be valid if the Holder does not procure that Macquarie is in a position to be registered as the holder of the adjusted Underlying Parcel by the fifth Business Day after the Expiry Date.

If the Warrants are not properly exercised they will lapse and the Holder may receive an Assessed Value Payment.

3.4 Corporate Events

Several corporate events may occur which result in an adjustment to the Underlying Parcel, the Specified Number or the Exercise Price. Such corporate events include reconstructions of capital, cash returns of capital, bonus issues, rights issues and Special Dividends. Macquarie will notify the Holder of any change to the Underlying Parcel, the Specified Number and any likely change to the Exercise Price. 3.5 Takeover of a Listed Entity and Schemes of

Arrangement

A takeover offer or scheme of arrangement may result in the automatic lapse of a Warrant (see Clause 2.3(d) and Clause 2.3(e) of the Terms). 3.6 Factors Affecting Warrant Value

The market price of a Warrant is expected to be dependent upon such factors as the market price of Shares, the volatility of the price of Shares, the level of interest rates, the time remaining until the Expiry Date and other interrelated and complex factors and general risks applicable to stock markets on which Shares and the Warrants are traded.

The market price of a Call Warrant is likely to fall if the market price of the relevant Underlying Parcel falls. The market price of a Put Warrant is likely to fall if the market price of the relevant Underlying Parcel increases. The financial performance of the relevant Listed Entity will affect the market value of Shares and, consequently, the market value of the Warrant. Macquarie makes no representation or warranty as to the financial performance of any Listed Entity.

No liability or responsibility is accepted by Macquarie regarding the completeness or accuracy of such information regarding any Listed Entity. The value of a Warrant is also reduced by time decay, meaning that even if the market price of a Share moves in the desired direction, the value of the Warrant may fall if the time decay is greater. 3.7 Possible Illiquidity of Trading Market

Investors should be aware that there is no accurate indication as to the extent to which the Warrants will trade in the secondary market, nor is there sufficient evidence as to whether that market will be liquid or illiquid.

Section 3: Risks You Should Consider

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3.8 Potential Conflicts of Interest

Companies in the Macquarie Group may buy and sell Warrants, Shares of the Listed Entity and other financial products relating to the Share comprised in the Underlying Parcel, either as principal or agent. In addition, companies in the Macquarie Group may from time to time advise any of the Listed Entities in relation to activities unconnected with the issue of Warrants, including (but not limited to) general corporate advice, financing, funds management and property and other services.

The rights of Holders against Macquarie are set out in the Terms. Macquarie is not a fiduciary to Holders. Any profits earned and any losses incurred by Macquarie and its related bodies corporate in their trading activities (in relation to Shares, Warrants or otherwise) will accrue entirely to those parties independently of Macquarie’s obligations to Holders.

3.9 General Market Risks

General movements in local and international stock markets, prevailing and anticipated economic conditions, investor sentiment and interest rates could all affect the market price of Warrants. These risks are generally applicable to any investment on the ASX or any other stock market.

3.10 Exercise of Discretion by Macquarie

Investors should note that some provisions of the Terms confer discretions on Macquarie. These discretions include the discretion to nominate Extraordinary Events (see Clause 1.5 of the Terms) and to vary the adjustments contemplated in Clause 4 (see Clause 4.7 of the Terms). The exercise or non-exercise of these discretions could adversely affect the value of the Warrants.

Holders do not have the power to direct Macquarie concerning the exercise of any discretion, although in some cases Macquarie may only exercise certain discretions with the consent of the ASX. The discretions are set out in the Terms.

3.11 Suspension, Discontinuance or Modification of the Shares

Except where Macquarie nominates it as an Extraordinary Event, suspension of any Shares from official quotation on the ASX will not affect the validity of a Warrant or in any way detract from the obligations of Macquarie under a Warrant.

The cancellation of any Shares or the modification of their rights may, in certain circumstances, lead to a change in the Underlying Parcel, Exercise Price and/or Specified Number. Otherwise, except where Macquarie nominates it as an Extraordinary Event, the

cancellation of any Shares or the modification of their rights will not affect the validity of a Warrant or in any way detract from the obligations of Macquarie.

3.12 Suspension of Warrant Trading

Trading of Warrants on the ASX may be halted or suspended by the ASX. This may occur whenever the ASX deems such action appropriate in the interests of maintaining a fair and orderly market in a Series of Warrants or in the relevant Shares or otherwise deems such action advisable in the public interest or to protect investors.

Matters that may also be considered include circumstances where the ASX has been advised that a Listed Entity is about to make an important announcement affecting its Shares, any unusual conditions or circumstances are present or Macquarie becomes unable or unwilling or fails to comply with the ASX Market Rules or if the ASX in its absolute discretion thinks fit.

The withdrawal of admission to Trading Status or suspension of the Warrants may, in Macquarie’s discretion, cause the Warrants to lapse if it would be an Extraordinary Event.

3.13 Delisting of Listed Entity

Except to the extent that it constitutes an Extraordinary Event (in which case the Warrants will lapse), the removal of a Listed Entity from the official list of the ASX will not affect the validity of the relevant Series of Warrants or in any way detract from the obligations of Macquarie under that Series of Warrants. However, the Warrants themselves may have Trading Status withdrawn by the ASX in such circumstances. If the Shares become worthless or the relevant Listed Entity is wound up or ceases to exist, it is likely that the Call Warrants will cease to have any value.

3.14 Voting Rights

Warrants confer no rights on the Holder to vote in relation to any Shares.

3.15 Investment Decisions

It is impossible in a document of this type to take into account the investment objectives, financial situation and particular needs of each investor. Accordingly, nothing in this PDS should be construed as a recommendation by Macquarie or any other person concerning an investment in Macquarie Trading Warrants, Shares or any other security. Readers should not rely on this PDS as the sole basis for any investment decision in relation to Macquarie Trading Warrants, Underlying Parcels or any other security, but should obtain relevant information concerning the Listed Entities and where necessary, independent financial advice.

Section 4: Taxation Considerations This Section contains a general summary only of some of the taxation consequences of investing in Macquarie Trading Warrants by an Australian resident individual taxpayer .

The summary is necessarily general in nature and does not take into account the specific circumstances of an investor. Potential investors should not rely on the contents of this Section and should obtain specific taxation advice referrable to their own circumstances prior to making an investment decision.

Also, potential investors should be aware that the ultimate interpretation of the taxation law rests with the Courts and that the law, and the way that the Commissioner of Taxation administers the law, may change at any time.

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4.1 Relevant Taxpayers

This Section is confined to the position of an Australian resident individual taxpayer who does not carry on the business of trading or dealing in shares or warrants.

4.2 Application or Purchase

No immediate tax consequences will arise to an investor who acquires a Macquarie Warrant, whether by primary market application or through purchase on the ASX. The cost of acquiring the Warrant will not be deductible to the investor but will be relevant for capital gains tax purposes.

If the Warrant is sold or expires unexercised, the cost of acquiring the Warrant will form part of the cost base of the Warrant. If the Warrant is exercised, the cost of acquiring the Warrant will form part of the cost base of the Underlying Parcel acquired (in the case of a Call Warrant) or sold (in the case of a Put Warrant) by the investor from the exercise of the Warrant.

4.3 Derivation of Dividend Income

Investors in a Call Warrant will not derive dividend income from the Underlying Parcel unless and until they acquire the Underlying Parcel by exercising the Warrant. Investors in a Put Warrant will continue to derive dividend income from any Underlying Parcel that they own until they sell the Underlying Parcel to Macquarie by exercising the Warrant. However, investors in a Put Warrant should consider whether their entitlement to any franking credits will be affected by the 'holding period rule' by virtue of their investment in the Put Warrant.

4.4 Sale of Macquarie Warrant

If the investor does not exercise the Macquarie Warrant, and sells it on the ASX before the Expiry Date, the investor will be treated as having disposed of a CGT asset. A capital gain or a capital loss might then arise to the investor, calculated as the difference between the capital proceeds from the disposal and the cost base of the Warrant.

If the investor held the Warrant for at least 12 months prior to the sale, then the 50% CGT discount may be applied to the amount of any capital gain remaining after the application of available capital losses, for the purposes of calculating the net capital gain for inclusion in the investor's assessable income.

4.5 Exercise of Macquarie Warrant

The tax consequences of the exercise of a Macquarie Warrant will depend upon whether the Warrant is a Call Warrant or a Put Warrant.

Call Warrant

When an investor exercises a Call Warrant, the exercise of the Warrant will not of itself give rise to any immediate tax consequences. Rather, both the cost of acquiring the Warrant and the Exercise Price of the Warrant will then be included in the cost base of the Underlying Parcel which is acquired from the exercise of the Warrant, for the purposes of calculating any capital gain or capital loss made on the subsequent disposal of the Underlying Parcel by the investor.

The investor will only be entitled to claim the 50% CGT discount on any capital gain realised on the subsequent disposal of the Underlying Parcel (after the application of any available capital losses) if the disposal occurs 12 months or more after the exercise of the Warrant irrespective of the period for which the Warrant was held prior to exercise.

Put Warrant

When an investor exercises a Put Warrant, the resulting sale of the Underlying Parcel will be treated as a disposal of a CGT asset. A capital gain or a capital loss may then arise to the investor, calculated as the difference between the Exercise Price and the cost base of the Underlying Parcel. In calculating the cost base of the Underlying Parcel, the cost of acquiring the Warrant will be added to the investor's existing cost base in the Underlying Parcel.

If the investor acquired the Underlying Parcel after 21 September 1999 and held the Underlying Parcel for at least 12 months prior to the sale, then the 50% CGT discount may be applied to the amount of any capital gain remaining after the application of available capital losses, for the purposes of calculating the net capital gain for inclusion in the investor's assessable income.

If the investor acquired the Underlying Parcel on or before 21 September 1999 (but after 19 September 1985), then the investor may choose to either apply the 50% CGT discount or calculate their capital gain using a cost base indexed up to 30 September 1999.

4.6 Expiry of Macquarie Warrant

If the Macquarie Warrant expires unexercised, then a CGT event will occur on the expiry of the Warrant. A capital gain or capital loss may then arise to the investor, calculated as the difference between any Assessed Value Payment received by the investor and the cost base of the Warrant.

Section 5: Description of the Underlying Parcel

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The Listed Entities over which the Warrants are issued are listed on the ASX and so are required to disclose certain information to the ASX on a continual disclosing basis. Historical information relating to the Listed Entities, including information about prices, dividends and trading volumes of the Shares comprised in the Underlying Parcel are available from various sources including the ASX, brokers and newspapers. Investors should not take the historical performance of the Share comprised in the Underlying Parcel as an indication of future performance. Macquarie does not accept any liability or responsibility for and makes no representation or warranty, whether express or implied, as to the affairs of any Listed Entity included in this PDS. Potential investors should make their own enquires. Potential investors should obtain advice from a stockbroker or qualified financial adviser on the nature, activities and prospects of the Listed Entities and the merits of an investment in the Listed Entities or any Series of Warrants.

Section 6 Terms of Issue

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1. INTERPRETATION

1.1 Definitions Capitalised terms used in this Section 6 shall have the meaning set forth in the Glossary contained in Section 8 of this PDS. 1.2 General In these Terms unless the context otherwise requires: (a) a reference to any legislation or legislative

provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa; (c) a reference to an individual or person includes a

corporation, partnership, joint venture, association, authority, trust, government and governmental authority and vice versa;

(d) a reference to a gender includes all genders; (e) a reference to a Clause, Schedule or Annexure is

to a clause, schedule or annexure of or to these Terms;

(f) a reference to any agreement or document

(including, without limitation, these Terms and ASX Market Rules) is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

(g) a reference to “dollars”, “cents” and “$” is a

reference to Australian currency; (h) where an expression is defined, another part of

speech or grammatical form of that expression has a corresponding meaning;

(i) a reference to a date or time is to that date or

time in Sydney; (j) a reference to the Shares “ceasing to be officially

quoted” is to those Shares ceasing to be officially quoted on the ASX whether that occurs by reason of delisting, suspension or otherwise; and

(k) expressions not otherwise defined in these

Terms which are defined in the Corporations Act have the meaning given to them in the Corporations Act.

1.3 Headings In these Terms, headings are for convenience only and do not affect interpretation.

1.4 Rules All provisions of these Terms are subject, to the extent that they apply to the Warrants, to any contrary requirement from time to time of the ASX Market Rules or the ASTC Settlement Rules unless the ASX or the ASTC (as applicable) give or has given a waiver or consent in respect of the Warrants of any or all of those rules. 1.5 Nomination of Extraordinary Event The Issuer may at any time with the consent of the ASX nominate as an Extraordinary Event any event which is the actual or proposed delisting, withdrawal of admission to trading status or suspension of the Shares or the Warrants or if the Shares or the Warrants cease to be CHESS Approved Securities (except in the case of a Warrant, where that withdrawal or suspension is caused by the Issuer) and, without limitation, any actual or proposed event that may reasonably be expected by the Issuer to lead to a material limitation of the ability of the Issuer to hedge the Warrants or to maintain a secondary market in the Warrants. 1.6 Withdrawal of Nomination Where the Issuer has nominated an event as an Extraordinary Event under Clause 1.5 and the Warrant has not lapsed under Clause 2.3 (except Clause 2.3(b)) the Issuer may in its discretion and with the consent of the ASX, withdraw that nomination at any time and the Warrant is deemed to never have lapsed under Clause 2.3(b). 1.7 Notice of Nominations or Withdrawals Where a nomination of an event is made under Clause 1.5 or a nomination is withdrawn under Clause 1.6, the Issuer must immediately notify that nomination or withdrawal of nomination (as the case may be) by: (a) either:

(i) placing a notice in a major daily financial newspaper (if any) and a major daily newspaper in each State and Territory of Australia giving details of the nomination or withdrawal of nomination (as the case may be); or

(ii) giving notice in writing giving details of the nomination or withdrawal of a nomination (as the case may be) to all Holders of the affected Warrants; and


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(b) giving a copy of the text of that notice to the ASX. Failure to give a notice required by this Clause does not invalidate the nomination. 1.8 Series of Warrants These Terms apply separately to each Series and the definitions of Change, Listed Entity, Exercise Price, Expiry Date, Extraordinary Event, Holder, Register, Share and Specified Number are to be construed accordingly. 2. THE WARRANT

2.1 Grant of Warrant In return for a person paying the Premium to the Issuer, the Issuer will grant the Warrant, on and subject to these Terms, to that person, whose name will be entered into the Register as the holder of that Warrant. 2.2 Nature of Warrant Each Call Warrant is an option which: (a) subject to Clause 2.3, confers on its Holder the

right, but not the obligation, to give the Issuer an Exercise Notice in accordance with these Terms which, once given, is irrevocable and which:

(i) in respect of a European Warrant may only be

given on the Expiry Date on or before the Closing Time; and

(ii) in respect of an American Warrant may be

given at any time before the Expiry Date or on the Expiry Date, at or before the Closing Time;

(b) on exercise of the right conferred by Clause

2.2(a) in accordance with these Terms in relation to the Specified Number of Warrants, requires, subject to Clause 2.3, the Issuer to procure that the Holder is in a position to be registered as the holder of one Underlying Parcel;

Each Put Warrant is an option which: (c) subject to Clause 2.3, confers on its Holder the

right, but not the obligation, to give the Issuer an Exercise Notice which, once given, is irrevocable and which may only be given on the Expiry Date at or before the Closing Time;

(d) on exercise of the right conferred by Clause

2.2(c) in accordance with these Terms in relation to the Specified Number of Warrants, requires the Issuer, subject to Clause 2.3, to acquire one

Underlying Parcel from the Holder and pay the Holder the Exercise Price less any Transfer Tax on the Payment Date; and

(e) neither a Call or Put Warrant confers a right or

interest in respect of the Underlying Parcel or any Shares unless and until an Exercise Notice becomes effective under Clause 5.4.

2.3 Lapse of Warrant A Warrant automatically lapses: (a) if a valid Exercise Notice has not been received

by the Issuer at or before the Closing Time on the Expiry Date (with the Lapse Date being the Expiry Date) except where:

(i) in the case of a Put Warrant, an Exercise

Notice is not valid because the Issuer has made a declaration in accordance with Clause 5.1B(b) in which case the Lapse Date will be the date which is 5 Business Days after the Expiry Date; or

(ii) an Exercise Notice is not valid because the

name of the person who purported to give it does not appear on the Register within 5 Business Days of the Expiry Date, in which case the Lapse Date will be the date 5 Business Days after the Expiry Date;

(b) if there is an Extraordinary Event which has been

nominated by the Issuer under Clause 1.5 and Clause 2.10 does not apply, with that lapse taking effect on and from the Business Day on which that nomination is made; or

(c) in the case of a Put Warrant, if the Holder has given an Exercise Notice and the Holder does not procure that the Issuer is in a position to be registered as the holder of the Underlying Parcel within 5 Business Days of the Expiry Date (with the Lapse Date being 5 Business Days after the Expiry Date);

(d) if a notice is given under Part 6A.1 - Division 1 or

Part 6A.2 - Division 1 of the Corporations Act in respect of any of the Shares comprised in an Underlying Parcel, with that lapse taking effect on and from the date the notice is dispatched; or

(e) if any other procedure is adopted (including a

procedure requiring the approval of the relevant holders of the Shares comprised in the Underlying Parcel) which would result in the delisting, suspension from admission to trading status, compulsory acquisition or cancellation of the Shares, notwithstanding that such procedure


16

is subject to a making of a court order, with the lapse taking effect from the day which is expected by the Issuer to be the later of:

(i) the Business Day which is five Trading Days

before the last day of trading in the Shares; and

(ii) the day on which the procedure is approved

by the relevant holders of Shares. 2.4 Transfer Tax Agent The Issuer appoints the Broker as its agent for the purposes of Clause 2.5. The Issuer may at any time by: (a) giving a notice to the person who is at that time

its agent for the purpose of Clause 2.5 terminating the appointment of that person;

(b) placing a notice in a major daily financial

newspaper (if any) and a major daily newspaper in each State and Territory of Australia stating who is its new agent for the purpose of Clause 2.5; and

(c) giving a copy of the text of the notice specified in

paragraph (b) to ASX, terminate the appointment of any such agent and appoint another person as the Issuer’s agent for the purposes of Clause 2.5, with that termination and that appointment taking effect immediately upon the last to occur of the matters specified in paragraphs (a), (b) and (c). 2.5 Amount of Transfer Tax The Issuer must, through the person appointed under Clause 2.4 as its agent for the purpose of this Clause, on request from a Holder on a Business Day, specify to the Holder the amount of Transfer Tax payable if the Specified Number of Warrants of a Series is exercised on that Business Day and give the Holder a unique identifying number for quotation in relation to that specification and, where that is done: (a) the Exercise Day of a Warrant by the Holder is

that Business Day; and (b) the identifying number is specified in the Exercise

Notice for the Warrant referred to in paragraph (a),

the amount of the Transfer Tax for the purposes of the exercise of the Specified Number of that Series of Warrants is the amount so specified by the Issuer or its agent appointed under Clause 2.4.

2.6 Notice of Lapse or Expiry The Issuer must give notice to each Holder: (a) of the lapse of the Warrant under Clause 2.3

(except Clause 2.3(a)) within ten (10) Business Days after the date on which such lapse occurs;

(b) of the Expiry Date on a day not more than thirty

(30) Business Days before the Expiry Date and not less than twenty (20) Business Days before the Expiry Date containing the matters required by the ASX Market Rules; and

(c) for Put Warrants only accompanied by or

incorporating the notice in Clause 2.6(b):

(i) of the property which constitutes the Underlying Parcel by reason of the adjustments under Clause 4 and what Shares and other property must be delivered by a Holder to exercise the Warrant. This may be subject to further adjustment between the date of the notice and the Expiry Date in accordance with Clause 4;

(ii) of the likely Exercise Price on the Expiry

Date. This may be subject to further adjustment between the date of notice and the Expiry Date in accordance with Clause 4; and

(iii) of any other documents which the Issuer

requires to be delivered with the Exercise Notice under clause 5.1A.

2.7 Accretions do not accrue to Warrant Accretions conferred in respect of any Shares do not, except as provided in Clause 4, fall within the description of the Underlying Parcel and are not covered by the Warrants.

2.8 Cancellation The Issuer may cancel a Warrant if the Issuer is the Holder of the Warrant, by recording the cancellation in the Register. 2.9 Buy Backs The Issuer may buy back a Warrant and become the Holder of a Warrant, which will not lapse when bought back except in accordance with Clause 2.3 or Clause 2.8. The Warrant may be resold by the Issuer. 2.10 Early Exercise for Extraordinary Event Where, for a Put Warrant:


17

(a) the Issuer nominates an Extraordinary Event; and

(b) it is possible notwithstanding the Extraordinary

Event for a Holder to transfer the Underlying Parcel to the Issuer, then the Warrant does not lapse and the Issuer must give a notice to each Holder and ASX:

(i) nominating a date not more than thirty (30)

and not less than twenty (20) Business Days after the date of the notice on which an Exercise Notice may be given (“Early Exercise Date”); and

(ii) accompanied by or incorporating the notice referred to in Clause 2.6(c).

2.11 Early Exercise Procedure Where the Issuer gives a notice under Clause 2.10: (a) the Early Exercise Date is to be treated for all

purposes (except for the purpose of Clause 4.11) as the Expiry Date; and

(b) the Exercise Price for Put Warrants becomes the

amount determined by Clause 4.11. 3.REGISTER OF HOLDERS, CERTIFICATES AND TRANSFERS 3.1 Register The Issuer must keep and maintain (at its cost) a register of the Holders in accordance with Schedule 1 and the requirements of the ASX Market Rules and the ASTC Settlement Rules.

3.2 No Certificates for Warrants The Issuer need not issue a certificate evidencing the title of a Holder to a Warrant but must comply with the ASX Settlement Rules concerning the issue of notices relating to Warrants and the ASTC Settlement Rules. 3.3 Transfer A Warrant may be transferred if and only if the transfer is in the manner prescribed by or under the ASX Market Rules and the ASTC Settlement Rules or, if permitted, in accordance with the provisions of Schedule 2. 3.4 Registration of Transfer of Warrants The Issuer: (a) must deal with, certify and register a transfer of a

Warrant which complies with Clause 3.3 in accordance with the ASX Market Rules and the ASTC Settlement Rules; and

(b) may refuse to register such a transfer where to do so is permitted by, and in accordance with any procedures prescribed by, the ASX Market Rules and the ASTC Settlement Rules.

3.5 Holder Entitled to Copy of Terms Where a Holder gives notice to the Issuer requesting a copy of these Terms accompanied by a fee of $10, the Issuer must, within ten (10) Business Days of receipt of that notice and payment, supply a copy of these Terms (incorporating any Changes) to that Holder. 3.6 Copy of Terms Available The Issuer must keep available for inspection at the Office a copy of these Terms (incorporating any Changes) and Holders and members of the public have the same right to inspect these Terms as they have to inspect the Register. 4. VARIATION OF EXERCISE PRICE AND UNDERLYING PARCEL 4.1 Automatic Variation Where: (a) an event specified in Clauses 4.2 to 4.6 occurs in

respect of the Shares; and (b) when the Issuer for Call Warrants and the

Transferor for Put Warrants fulfils its obligations under Clause 5.6 the Shares are delivered on terms which exclude participation in the reconstruction, return of capital, bonus issue or rights issue,

then subject to Clause 4.7, the Exercise Price, the description of the Share comprised in the Underlying Parcel and the property which constitutes an Underlying Parcel, as specified in the relevant Clause, are automatically and immediately varied in accordance with this Clause 4 and, in the case of a Put Warrant, the Issuer will deliver a notice of adjustments in accordance with Clause 2.6(c). 4.2 Reconstructions of Capital If the Shares are divided into a greater number of securities or consolidated into a lesser number of securities or are subject to a similar reconstruction, the Exercise Price, composition of the Underlying Parcel and/or the Specified Number will be adjusted in accordance with the methodology set out in ASX Rule 11.3. If the Issuer determines that the application of that ASX Rule is unclear or inappropriate in any particular circumstance, the Issuer may, with the consent of the ASX, make other adjustments it considers appropriate.


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4.3 Cash Return of Capital If there is a pro rata cash distribution in respect of the Shares by way of return of capital the Exercise Price, composition of the Underlying Parcel and/or the Specified Number will be adjusted in accordance with the methodology set out in ASX Rule 11.3. If the Issuer determines that the application of that ASX Rule is unclear or inappropriate in any particular circumstance, the Issuer may, with the consent of the ASX, make other adjustments it considers appropriate. 4.4 Bonus Issues If there is a pro rata issue or distribution of securities to the holders of Shares at no cost to those holders by way of a bonus issue or capitalisation of any account or in satisfaction of any dividend (except pursuant to a scheme of the issuer of the Shares allowing holders of Shares to elect to receive an issue or distribution of those securities instead of payment of dividends) or by way of any other distribution in specie, the Exercise Price, composition of the Underlying Parcel and/or the Specified Number will be adjusted in accordance with the methodology set out in ASX Rule 11.3. If the Issuer determines that the application of that ASX Rule is unclear or inappropriate in any particular circumstance, the Issuer may, with the consent of the ASX, make other adjustments it considers appropriate. 4.5 Rights Issue Where the holders of Shares are given in that capacity a pro rata right to acquire securities, whether or not that right is renounceable, the Exercise Price, composition of the Underlying Parcel and/or the Specified Number will be adjusted in accordance with the methodology set out in ASX Rule 11.3. If the Issuer determines that the application of that ASX Rule is unclear or inappropriate in any particular circumstance, the Issuer may, with the consent of the ASX, make other adjustments it considers appropriate. 4.6 Special Dividends If a Listed Entity declares a Special Dividend: (a) the Underlying Parcel will remain unchanged; (b) the Specified Number of Warrants will be

adjusted the following formula: SN= OSN / [1+ (SD/(VWAP-SD))] Where:

OSN = the Specified Number immediately prior to the adjustment;

SN = the Specified Number following the adjustment;

SD = Special Dividend declared and paid per one Underlying Parcel;

VWAP = the volume weighted average price of the Underlying Parcel on the last cum-entitlement trading day as determined by the ASX; and

(c) The Exercise Price will be adjusted in

accordance with the following formula: New Exercise Price = Old Exercise Price * SN/OSN 4.7 Discretion of Issuer Where the Issuer determines with the consent of ASX that any of the provisions of Clauses 4.1 to 4.6 is not appropriate in any particular circumstance, or that any event which is not dealt with in Clauses 4.1 to 4.6 should have been dealt with, it may make any alterations to the effect of that provision or insert a new provision that it considers, with the consent of ASX, to be appropriate. For the avoidance of doubt, the Issuer may only seek the consent of ASX to make an alteration prior to the provisions of Clauses 4.1 to 4.6 or the event not dealt within Clauses 4.1 to 4.6 taking effect. 4.8 Notifications Where the Issuer exercises any of the discretions conferred on it by Clause 4.7, it must, if so required by the ASX Market Rules, give notice of the exercise of discretion to all Holders of the affected Warrants. 4.9 Calculations and Shares In this Clause 4:

(a) all calculations will be done to not less than three

decimal places; (b) no rounding of numbers will occur until a Holder

exercises a Warrant and, at that time, the entitlement attaching to all Warrants of that Holder the subject of exercise will be aggregated and that aggregate will be rounded so that all money amounts are rounded to the nearest whole cent and all numbers of Shares are rounded to the nearest whole number so that any fraction being a value of 0.5 or more is rounded up and all other fractions are rounded down; and

(c) where, following application of this Clause 4, the

Shares constituting an Underlying Parcel comprise property of different kinds (including without limitation securities of different classes or in different companies) each of those kinds of


19

property is to be treated as the Shares and as if they constituted an Underlying Parcel in their own right, and each adjustment required by this Clause 4 is to be made to each kind of property separately.

4.10 Variations on lapse Where: (a) the Warrant has lapsed under Clause 2.3; and (b) an event specified in Clauses 4.2 to 4.6 occurs in

respect of the Shares prior to the Lapse Date and the Shares are trading on ASX on the relevant date on terms which exclude participation in the relevant rights and entitlements,

then, subject to Clause 4.7, for the purposes of Clause 5, the Exercise Price and the property comprising the Underlying Parcel are automatically and immediately varied in accordance with Clauses 4.2 to 4.6. 4.11 Takeover, Compulsory Acquisition or Extraordinary Event In relation to European Put Warrants, where the Warrant lapses prior to the Expiry Date under Clauses 2.3(b), 2.3(c), 2.3(d) or 2.3(e) or where Clause 2.11 applies, the Exercise Price is automatically and immediately varied as follows: E = A (1 + R) N/365 Where: E = the Exercise Price after the variation; A = the Exercise Price immediately prior to the lapse of the Warrant or, where applicable, immediately prior to the Early Exercise Date; N = the number of days from and including the Lapse Date to but excluding the Expiry Date or, where Clause 2.11 applies, the number of days from and including the Early Exercise Date to but excluding the original Expiry Date; R = the annualised interest rate on the Lapse Date for the relevant term to maturity expressed as a fraction.

5. EXERCISE OF WARRANT 5.1A Exercise Notice Subject to Clauses 2 and 5, a Holder may exercise Warrants by giving to the Issuer a duly completed Exercise Notice in respect of those Warrants, and: (a) for Call Warrants, a cheque in favour of the

Issuer for the aggregate Exercise Price plus any applicable Transfer Tax for those Warrants and, subject to these clauses, the notice becomes effective immediately on being so given and may not be revoked;

(b) for Put Warrants, all relevant CHESS details

including: (i) if the Shares are on the Issuer Sponsored

Subregister, a copy of the Holder's Issuer Sponsored Statement showing their holding of Shares and the Holder's SRN; or

(ii) if the Shares are on the CHESS Subregister,

the Holder's HIN and written evidence that the Holder has instructed its Sponsoring Participant to immediately deliver the Shares to the Broker, for transfer to the Issuer or as the Issuer directs, and the Holder must have given those instructions to the Sponsoring Participant before delivery of the Exercise Notice to the Issuer,

together with any other documents which the Issuer requires and has given notice in accordance with the Terms or which are required to transfer any of the property comprising the Underlying Parcel. 5.1B Shares to be in Holder’s name For Put Warrants: (a) all property comprising the Underlying Parcel to

be delivered by the Holder, or a person who becomes a Holder in accordance with Clause 5.2, must be registered in the relevant register in the name and address of the Holder or person as the Holder’s details appear on the Register or the person’s details as they are to appear on the Register; and

(b) if any such property is not so registered, the

Issuer may in its absolute discretion declare that the Exercise Notice is not valid.

If the Issuer declares that the Exercise Notice is valid despite some discrepancy between the details of the Holder or the other person as they appear, or are to appear, on the Register and the details of the holder of the property comprising the Underlying


20

Parcel as they appear on the relevant register, any payments made by the Issuer may, at the discretion of the Issuer, be made to the person whose details appear on the relevant register. The Holder, or other person, agrees to accept the exercise of the Issuer’s discretion in these circumstances and agrees not to make any demands or take any action against the Issuer. 5.2 Exercise by Unregistered Person Subject to Clause 2, where a person claims to be entitled to be registered as the Holder of Warrants, that person may exercise those Warrants by giving to the Issuer an Exercise Notice accompanied by the cheque and/or documents specified in Clause 5.1A in respect of those Warrants specifying that the person claims to be so entitled and in those circumstances, if the person giving the Exercise Notice becomes the Holder of those Warrants before the Business Day which is five (5) Business Days after the Exercise Day, the Exercise Notice is to be treated as having been properly given and, subject to these Clauses, becomes effective immediately on that person becoming so registered. 5.3 Multiple Exercise Notices If more than one Exercise Notice which is otherwise effective is given under either or both Clause 5.1A and Clause 5.2 in respect of a Warrant, the only Exercise Notice in respect of that Warrant which is to be treated as being effective is that given by the person who, to the knowledge, or in the reasonable opinion, of the Issuer, was the last of those persons who, before the Closing Time on the Exercise Day in respect of the first such Exercise Notice, became entitled to be the Holder of that Warrant (which may, if that is the case, include the Holder at the Closing Time on that Exercise Day) and every other Exercise Notice given in respect of that Warrant notwithstanding Clauses 5.1A and 5.2 is of no force or effect. 5.4 Effectiveness of Exercise Notices An Exercise Notice given under Clause 5.1A or Clause 5.2 becomes effective if and only if: (a) it has been duly completed; (b) it has been given to the Issuer at or before the

Closing Time on the Expiry Date; (c) in the case of Call Warrants, it is accompanied by

a cheque in cleared funds as specified in Clause 5.1A and the proceeds of that cheque are cleared before the Business Day which is five (5) Business Days after the Exercise Day;

(d) in the case of Put Warrants, it is accompanied by the documents required under Clause 5.1A(b);

(e) the person who gives the Exercise Notice is the

Holder or becomes the Holder in accordance with Clause 5.2; and

(f) the Warrant does not lapse under Clause 2.3

(except 2.3(a)) before the Issuer complies with Clause 5.6 or Clause 5.8,

and becomes effective on satisfaction of these conditions. If these conditions are not satisfied, the Exercise Notice is not effective and the Issuer must give a notice to that effect accompanied by the purported Exercise Notice and all documents (including any cheque) which accompanied it to the person who gave the Exercise Notice. 5.5 Agreement to Procure Delivery Subject to lapse of the Warrant in accordance with Clause 2.3, when an Exercise Notice becomes effective, but not unless and until that time: (a) in the case of Call Warrants: (i) there is created a contract that the Issuer will

procure performance of all acts required of a transferor of marketable securities under the ASTC Settlement Rules to enable one Underlying Parcel to be transferred for every Specified Number of Warrants exercised no later than the Business Day that is twenty (20) Business Days following the later of the Exercise Day and the day on which the Transferee has satisfied its obligations under these Terms to enable the Issuer to procure the transfer of the Underlying Parcel, to the Transferee for the Exercise Price free from any security or third party interest or restriction on transfer (other than one that has been accepted by the ASX for the purposes of quotation of the property comprising an Underlying Parcel);

(ii) the Transferee irrevocably authorises the

Issuer, at the option of the Issuer, to act as the agent of the Transferee in entering into (or instructing a broker to enter into) at no cost to the Transferee (save only for payment of the Exercise Price plus any applicable Transfer Taxes) a contract for the sale and purchase of the Underlying Parcel on behalf of the Transferee in order to fulfil the obligations of the Issuer referred to in Clause 5.5(a)(i);

(iii) the Transferee irrevocably authorises the

Registrar to act as its agent to do all things required to do, including but not limited to


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supplying its Holder Identification Number, to effect the delivery of the Shares to it and to cancel the Warrants exercised; and

(iv) the Warrant ceases to be of effect.

(b) in the case of Put Warrants:

(i) there is created a contract that the Transferor will procure performance of all acts required of a transferor of securities or other property if such property is included in the Underlying Parcel (including a transferor of marketable securities under the ASTC Settlement Rules) to enable one Underlying Parcel for every Specified Number of Warrants exercised to be transferred to the Issuer or as it directs free from any Encumbrance or other third party interest within 5 Business Days of the Expiry Date and the Issuer will do all things it is able to do to transfer the securities or other property to it or as it directs; and

(ii) the Transferor irrevocably authorises the Issuer and the Broker to act as its agent for sale to do all things required to effect the delivery of the Underlying Parcel by it to the Issuer in accordance with these Terms.

If the Warrant lapses before the contract arising pursuant to this Clause 5.5 is completed under Clause 5.6, the Issuer must give a notice to that effect accompanied by the purported Exercise Notice and all documents (including any cheque) which accompanied it to the person who gave the Exercise Notice.

5.6 Completion Subject to Clause 1.4, completion of the contract arising pursuant to Clause 5.5 is to be completed by: (a) in the case of Call Warrants, the Issuer procuring the Holder to become the registered owner of the Underlying Parcel the subject of the Exercise Notice determined by this Clause 5 by the end of the Business Day which is twenty (20) Business Days after the later of the Exercise Day and the day on which the Transferee has satisfied its obligations under these Terms to enable the Issuer to procure the transfer of the Underlying Parcel; and (b) in the case of Put Warrants, the Issuer posting a cheque to the Transferor (subject to the discretion of the Issuer in accordance with Clause 5.1B to post the cheque to the person whose details appear on the relevant register for the Underlying Parcel) on the Payment Date for the Exercise Price (less any Transfer Tax) for every Specified Number of Warrants exercised.

5.7 Delay by Holder If the Holder has not supplied the necessary information in its Exercise Notice for the Issuer, in the case of Call Warrants, to procure the registration in its name of an Underlying Parcel or, in the case of Put Warrants, to procure the registration in the Issuer’s name of an Underlying Parcel including, without limitation, its Holder Identification Number then: (a) the Issuer must give a notice to the Holder

stating that if the Holder does not comply with its obligations to supply that information before the expiry of the Business Day which is five (5) Business Days after the Exercise Day, Clause 5.7(b) will have effect in relation to the Transferee; and

(b) if the necessary information is not supplied by

the expiry of the Business Day which is five (5) Business Days after the Exercise Day, the Issuer, in the case of a Call Warrants, may without further notice after the expiry of that Business Day sell the Underlying Parcel on the ASX at the prevailing market price and as soon as practicable dispatch a cheque to the Holder for the price realised by the sale less reasonable handling costs including Transfer Tax and brokerage and, in the case of a Put Warrant, the Warrant shall lapse.

5.8 Failure of Issuer to Perform If the Holder is not in breach of the Terms, the Issuer fails to perform any of its obligations under Clause 5.6, and the Holder gives to the Issuer a notice stating that it requires that the provisions of this Clause 5.8 apply: (a) the grant of agency by the Holder under Clause

5.5 lapses; and (b) the Issuer must, within ten (10) Business Days

after the date on which it receives the notice, pay to the Holder by cheque an amount for every Specified Number of Warrants exercised calculated in accordance with the following formula:

A = 1.1 x S

Where:

A = the amount; and

S = in the case of a Call Warrant, the value of

the Underlying Parcel calculated in


22

accordance with Clause 5.12 and, in the case of a Put Warrant, the Exercise Price.

5.9 Interest If the Issuer does not pay the amount calculated in accordance with Clause 5.8 by the time specified in Clause 5.8, interest accrues on that amount at the Default Rate calculated on a daily basis from the last day on which the Issuer was required to pay the Holder under Clause 5.8 until payment is made. 5.10 Acknowledgment The Holder and the Issuer acknowledge to each other that the amounts calculated under Clauses 5.8 and 5.9 are genuine pre-estimates of the loss that the Holder has or would suffer from the failure of the Issuer to perform its obligations under Clause 5.6 and its only obligation is to make the payments required by Clauses 5.8 and 5.9. 5.11 Assessed Value Payment Where a Warrant lapses on the Expiry Date, or under Clause 2.3 (except Clause 2.3(a)) on the date it so lapses, if: (a) the Holder has not given an Exercise Notice; and (b) in the case of Call Warrants, S-E is equal to or

greater than 5% of E or, in the case of Put Warrants, E – S is equal to or greater than 5% of E,

the Issuer must, within ten (10) Business Days after the Termination Date, give notice to the Holder accompanied, if the amount calculated in accordance with the particular following formula is greater than zero, by a cheque in favour of the Holder in an amount per Warrant held calculated in accordance with the following formula:

A = 0.9 x (V-E) SN B = 0.9 x (E-V) SN Where, throughout this Clause: A = the amount to be paid under this Clause

5.11 in the case of Call Warrants; B = the amount to be paid under this Clause

5.11 in the case of Put Warrants; V = the value of an Underlying Parcel calculated in

accordance with Clause 5.12; E = the Exercise Price on the Termination Date;

SN= the Specified Number; and S = the weighted average sale price of an

Underlying Parcel on the ASX as determined by dividing the total of the sales values of identical items of property reported to the ASX under the ASX Settlement Rules during the last two hours of Normal Trading (as that term is defined in the ASX Market Rules) or such other period prescribed by the ASX on the Termination Date (excluding sales reported as special crossings, New Zealand Stock Exchange purchases or sales, Recognised Overseas Stock Exchange purchases or sales or option exercises on those days under the ASX Market Rules) by the number of those items the subject of sales during those hours.

The Issuer will not be liable to a person who purported to exercise a Warrant if that person does not appear on the Register as the Holder 5 Business Days after the Expiry Date, for the Issuer paying an amount to the Holder of that Warrant (as it appears on the Register) under Clause 5.11. 5.12 Value of Underlying Parcel For the purposes of Clauses 5.8 and 5.11 the value of the Underlying Parcel on any day is the aggregate of the values of all the items of property comprising the Underlying Parcel on, in the case of Clause 5.8, the Exercise Day, and in the case of Clause 5.11, the Termination Date (the “Relevant Date”), with the value for each item of property being as follows: (a) where the item of property is, on the Relevant

Date, traded on ASX, the weighted average sale price of that item of property on ASX (calculated in accordance with Clause 5.13);

(b) where the value cannot be determined under (a)

the value determined by the Issuer with the consent of ASX to be the fair market value of that item of property on the Relevant Date; and

(c) if the Warrant has lapsed under Clause 2.3(c) the

Shares comprising the Underlying Parcel must have the same rights and entitlements as those Shares which were trading on ASX on the Expiry Date and if the Warrants have otherwise lapsed under Clause 2.3, the Shares comprising the Underlying Parcel must have the same rights and entitlements as those Shares which were trading on ASX immediately prior to the lapse.

5.13 Weighted Average Sale Price For the purposes of Clause 5.12, the weighted average sale price of an item of property on ASX is


23

determined by calculating the daily volume weighted price on each of the 5 Trading Days (as that term is defined in the ASX Market Rules) immediately following the Relevant Date by dividing the total of the sale values of identical items of property on the ASX on each of the 5 Trading Days (excluding sales reported as special crossings, New Zealand Stock Exchange purchases or sales or option exercises on those days under the ASX Market Rules) by the number of those items the subject of sales during each of such Trading Days, and then calculating the arithmetic average of such daily volume weighted prices. 5.14 Number of Warrants If an Exercise Notice is given which specifies a number of Warrants (the “Exercise Number”) which is not a multiple of the Specified Number, then, subject to Clause 5.15, the Exercise Notice is to be treated for all purposes as specifying the number of Warrants (the “Reduced Exercise Number”) which is the Exercise Number rounded down to the nearest whole multiple of the Specified Number. For the purpose of Clause 5.11 the Holder is treated as not having given an Exercise Notice for the Warrants in excess of the Reduced Exercise Number and those Warrants lapse. 5.15 Exercise Price For Call Warrants, if the proceeds of the cheque accompanying an Exercise Notice (regardless of the amount specified in the cheque) following clearance (the “Received Exercise Money”) are less than the total of the Exercise Prices plus any applicable Transfer Taxes for: (a) (if the Exercise Number is a multiple of the

Specified Number) the Exercise Number of Warrants; or

(b) (if the Exercise Number is not a multiple of the

Specified Number) the Reduced Exercise Number under Clause 5.14,

the Exercise Notice is to be treated for all purposes as specifying the number of Warrants (the “Reduced Exercise Number”) equal to the following number N, rounded down to the nearest whole multiple of the Specified Number: N = R x SN E Where: R = the Received Exercise Money; SN = the Specified Number; and

E = the total of the Exercise Price and the

applicable Transfer Taxes for the Specified Number of Warrants

5.16 Excess proceeds and Shares If: (a) in the case of Call Warrants, the Received

Exercise Money is greater than the total of the Exercise Prices plus applicable Transfer Taxes for the Exercise Number or, if Clause 5.14 or Clause 5.15 applies, the Reduced Exercise Number of Warrants under Clause 5.14 or Clause 5.15 (as applicable), the Issuer must give a notice to the exercising Holder accompanied by a cheque for the difference between the Received Exercise Money and the total of the Exercise Prices plus applicable Transfer Taxes for the Exercise Number or the applicable Reduced Exercise Number (as the case may be) of Warrants; and

(b) in the case of Put Warrants, the Holder delivers

securities or other property in excess of the required Underlying Parcel the subject of the Exercise Notice, the Issuer has no obligation to purchase such excess securities and will return them to the Holder.

5.17 Warranties by Holder on Exercise of Warrant By giving an Exercise Notice, the Holder warrants that: (a) in the case of a Call Warrant: (i) the Holder has obtained all consents which

may be required by law to enable the Holder to acquire the Underlying Parcel and to become registered as holder of the property comprising the Underlying Parcel; and

(ii) registration of the Holder as the holder of the

property which constitutes the Underlying Parcel will not contravene any law or any provisions of the constitution of a Listed Entity;

(b) in the case of a Put Warrant: (i) the Holder has obtained all consents which

may be required by law in respect of the Holder to enable the Holder to procure transfer of good title to the Underlying Parcel to the Issuer as required under these Terms;

(ii) the transfer of the Underlying Parcel to the

Issuer will not result in the Holder contravening


24

any law to which the Holder is subject or if the Holder is a Listed Entity any provisions of its constitution; and

(iii) at the Expiry Date and at all times until the

time of transfer of the Underlying Parcel to the Issuer, the Holder will have good legal and beneficial title to the Underlying Parcel free from any Encumbrance or third party interest or restriction on transfer;

(c) the Holder has good, complete and

unencumbered title to the Warrants or is entitled to such title and has not sold or otherwise dealt with those Warrants.

6. NOTICES 6.1 Method of giving Notices by Issuer Except where otherwise provided by these Terms, all notices required or permitted to be given by the Issuer to the Holder pursuant to these Terms or the ASX Market Rules must be written and are treated as being duly given if: (a) left at the person’s address; or (b) sent by pre-paid mail to that person’s address

(which must be air mail if that address is not within Australia).

6.2 Time of Receipt A notice given by the Issuer in accordance with Clause 6.1 is treated as having been duly given and received: (a) when delivered (in the case of it being left at that

person’s address); and (b) on the third Business Day after posting (in the

case of it being sent by pre-paid mail). 6.3 Address of Parties For the purposes of this Clause 6: (a) the address of the Holder is the address of the

Holder recorded in the Register; and (b) if more than one person is entered in the

Register as the Holder of any Warrant, a notice given to any of those persons is effective as notice to all of those persons.

6.4 Notice by Holder All notices required or permitted to be given by the Holder to the Issuer pursuant to these Terms or otherwise in respect of the Warrant must be in writing and are treated as being duly given if and

only if they are actually received by the Issuer at the office or at such other address as the Issuer may by notice to the Holder specify. 7. GENERAL 7.1 Amendments The Issuer may from time to time by notice sent to the Holder make any Change to these Terms where either: (a) the terms of that Change are authorised by a

resolution of the Holders passed in accordance with the provisions of Schedule 4; or

(b) with the consent of ASX, the Change is

necessary or desirable in the reasonable opinion of the Issuer to comply with any statutory or other legal requirement or any requirement of ASX;

(c) with the consent of ASX, the Change is to be

made for the purpose of curing an ambiguity, correcting a manifest error, or curing, correcting or supplementing any defective provision of the Terms or effecting a modification of a formal, minor or technical nature, and does not materially prejudice the interests of Holders;

(d) with the consent of ASX, the Change relates to

Schedule 2 and permits the transfer of a Warrant by another method,

except that the Expiry Date is not to be amended except in the case of an Extraordinary Event. 7.2 Notification of Change to ASX Any Change to these Terms made under Clause 7.1 must, if required by the ASX Market Rules, be notified to ASX. 7.3 No Requisition Nothing in these Terms authorises a Holder (alone or together with other Holders) to requisition the consideration of any resolution. 7.4 Waiver The failure, delay, relaxation or indulgence on the part of the Issuer in exercising any power or right conferred upon the Issuer by these Terms does not operate as a waiver of that power or right nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under these Terms. 7.5 Telephone Recording The Holder agrees to:


25

(a) the tape recording by the Issuer of any telephone conversations concerning the Warrant;

(b) the retention of any tape recording so made; and (c) the use of any tape recording so made as

evidence of the content of the conversation. 7.6 Discretions The Holder may not give any direction to the Issuer, even where the Warrant is exercised, concerning the exercise by the Issuer of any discretion relating to the Shares, or any discretion conferred on the Issuer by these Terms.

7.7 Governing Law and Jurisdiction The Warrant is governed by and construed in accordance with the law of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any court hearing appeals from those courts. 7.8 Goods and Services Tax A Holder or investor must pay to the Issuer an amount equal to any goods and services tax that the Issuer or its related bodies corporate must pay in respect of any supply by the Issuer or its related body corporate to a Holder or investor under or in connection with these Terms, the PDS or the Supplementary PDS.


26

SCHEDULE 1 THE REGISTER 1. The Issuer must establish and maintain or cause to

be established and maintained a Register of Holders at the Office (or any other place considered appropriate by the Issuer) (“the principal part of the Register”) and may also establish and, if it so establishes, must maintain any number of other registers of Holders at such other places as the Issuer may determine (which will form part of the Register).

2. The Issuer must enter, or cause to be entered, in

the Register the full name and address of each Holder, the number of Warrants held by that Holder, the date of grant and the Exercise Day of each of those Warrants and any other particulars which it deems necessary or desirable.

3. Where there is more than one part of the Register,

the Holder of a Warrant may elect by notice to the Issuer the part of the Register on which the Warrant must, for the time being, be registered.

4. If no election under paragraph 3 of this Schedule is

made on the grant of the Warrant, the Warrant will be registered on the principal part of the Register.

5. If there are any further issues or transfers of

Warrants and no election is made as to the part of the Register on which those Warrants are to be registered, a Warrant will be registered on the principal part of the Register or such other part of the Register as the Issuer may decide.

6. The Register must be open at all reasonable times

during business hours on each Business Day to the inspection of any Holder, or any person authorised in writing by the Holder or any officer or member of the relevant Listed Entity.

7. Where there is more than one part of the Register,

a Warrant will be transferred by the Issuer from one part of the Register to another part of the Register without fee on the written request of the Holder, subject to any payment by the Holder of any stamp duty involved.

8. Subject to the ASTC Settlement Rules, the Issuer

may from time to time close the Register for any period or periods not exceeding twenty (20) Business Days in any year or any longer period that ASX may allow.

9. Except as required by law, no notice of any trust

(express, implied, resulting or constructive) will be entered in the Register.

10. Where required by the ASX Market Rules, the Register will be examined by the auditor appointed by the Issuer at regular intervals of not more than three (3) months and ASX will be notified of the results.

11. The property in the Warrant is, for all purposes,

situated at the place where the part of the Register on which the Warrant is for the time being registered is situated and not elsewhere.

12. Except as otherwise provided in these Terms, the

Issuer must recognise the Holder as the absolute owner of the Warrant and all persons may act accordingly.

13. Except as otherwise provided in these Terms or

as ordered by a court of competent jurisdiction or as required by law, the Issuer is not bound to take notice of any trust or equity affecting the ownership of a Warrant or the rights incidental to the Warrant and the receipt of the Holder of any monies payable in respect of the Warrant is a good discharge to the Issuer.

14. There must not be more than three (3) joint

holders of the Warrant except in the case of the legal personal representatives of a deceased Holder.

15. If there are joint Holders of any Warrant and one

of those joint Holders dies, the survivor(s) will be the only person(s) recognised by the Issuer as having any title or interest in the Warrant.

16. The legal personal representative of a deceased

Holder (not being one of several joint Holders) is the only person recognised by the Issuer as having any title to the Holder’s Warrant.

17. Any person becoming entitled to the Warrant in

consequence of the death, unsoundness of mind or bankruptcy of any Holder, upon producing such evidence as the Issuer may reasonably require that he holds the office in respect of which he proposes to act or his title as successor to the Holder, may transfer the Warrant.

18. When the Warrants become “CHESS Approved

Securities”, holdings will be registered on an electronic CHESS subregister or Issuer Sponsored Subregister. Warrants held by a Holder that is a participant in CHESS, or a Holder sponsored by a participant in CHESS, will be registered on the CHESS subregister. All other Warrant holdings will be registered on the Issuer Sponsored Subregister.


27

SCHEDULE 2

(Clause 3.3) TRANSFER OF WARRANTS 1. No fee will be charged for the registration of a

transfer. 2. A transfer must be in accordance with the ASX

Market Rules and the ASTC Settlement Rules. 3. The transferor of a Warrant is regarded as

remaining the owner of the Warrant the subject of the instrument of transfer until the name of the transferee is entered in the Register in respect of that Warrant.

4. On registration of the transfer of a Warrant, the

transferee will be recognised as entitled to that Warrant free from any equity, set off or cross-claim of the Issuer against the transferor.

SCHEDULE 3 (Clause 5.1) Exercise Notice - Call Warrant To: Equity Markets Support - Warrants Macquarie Bank Limited PO Box 3423 SYDNEY NSW 2001 Dear Sir/Madam, This is to notify you that [I/we*], being [the Holder(s)/ entitled to be registered as the Holder(s)*] of the number of Call Warrants of the Series specified below and issued on the terms specified in Section 6 of the Product Disclosure Statement issued by Macquarie Bank Limited dated 23 March 2004 (the “Terms”), hereby give notice under Clause [5.1A/5.2*] of the Terms of the exercise of the right granted under Clause 2 of the Terms. This notice is, as required by Clause 5 of the Terms, accompanied by a cheque payable to Macquarie Bank Limited for the aggregate Exercise Price (Number of Warrants exercised x Exercise Price/Specified Number). This notice is irrevocable and irrevocably appoints you as [my/our*] agent as set out in Clause 5.5(a)(ii) of the Terms. Name of Holder: Address: Contact phone number: Series of Warrants being exercised: Number of Warrants being exercised: Chess Details: PID**: HIN**: SRN**:

DATED the day of SIGNED BY THE HOLDER/person entitled to be registered as the Holder *Delete whichever is inapplicable ** If the Warrants are held on the CHESS Subregister, insert your PID and HIN (Shares will be entered into your CHESS holding). If the Warrants are held on the Issuer Sponsored Subregister, insert your SRN (Shares will be entered into your Issuer Sponsored holding).


28

SCHEDULE 3

(Clause 5.1)

Exercise Notice - Put Warrant

To: Equity Markets Trade Support

Macquarie Bank Limited PO Box 3423 SYDNEY NSW 2001 Dear Sir/Madam, This is to notify you that [I/we*], being [the Holder(s)/ entitled to be registered as the Holder(s)*] of the number of Put Warrants of the Series specified below and issued on the terms specified in Section 6 of the Product Disclosure Statement issued by Macquarie Bank Limited dated 23 March 2004 (the “Terms”), hereby give notice under Clause [5.1/5.2*] of the Terms of the exercise of the right granted under Clause 2 of the Terms. [I/we*] (the “Holder”) warrant that: (a) the Holder has obtained all consents which may

be required by law to enable the Holder to procure transfer of good title to the Underlying Parcel to the Issuer as required under the Terms;

(b) the transfer of the Underlying Parcel to Macquarie

Bank Limited will not result in the Holder contravening any law to which the Holder is subject or if the Holder is a Listed Entity any provisions of its constitution;

(c) at the Expiry Date and at all times until the time of

transfer of the Underlying Parcel to Macquarie Bank Limited, the Holder will have good legal and beneficial title to the Underlying Parcel free from any Encumbrance or third party interest or restriction on transfer; and

(d) the Holder has good, complete and

Unencumbered title to the Warrants or is entitled to such title and has not sold or otherwise dealt with those Warrants.

This notice is irrevocable and irrevocably appoints you and the Broker as [my/our*] agent as set out in Clause 5.5(b)(ii) of the Terms.

Name of Holder: Address: Contact phone number: Series of Warrants being exercised: Number of Warrants being exercised: CHESS Details: Transfer Tax:

If the Shares are on the Issuer Sponsored Subregister, a copy of [my/our*] Issuer Sponsored Statement showing the holding and [my/our*] SRN is attached. If the Shares are on the CHESS Subregister, [I/we*] have instructed [my/our*] Sponsoring Participant to immediately deliver the Shares to the Broker at Level 2, No. 1 Martin Place, Sydney NSW 2000 and evidence of these instructions and my HIN is attached. [I/We*] also attach any other document which the Issuer has given notice it requires to be given and any other document required to transfer any of the property comprising the Underlying Parcel [I/We*] acknowledge that this Exercise Notice is not valid unless it is accompanied by the above required documents The Underlying Parcel is held in [my/our*] name as it appears (or will appear) on the Register. DATED the day of SIGNED BY THE HOLDER/person entitled to be registered as the Holder *Delete whichever is inapplicable


29

SCHEDULE 4 (Clause 7.1) RESOLUTION OF HOLDERS A resolution of the Holders is duly passed if and only if: 1. the Issuer dispatches by notice to every Holder in

the Series affected by the proposed change a document setting out the terms of the proposed Change together with a ballot paper enabling the Holder to vote either in favour of or against the Change either by way of a postal ballot or at a meeting of Holders (at the discretion of the Issuer), a document setting out the reasons for and any advantages or disadvantages of the Change and a document summarising the provisions of this Schedule 4;

2. the Issuer retains all ballot papers which are

returned to it on the voting date or within the voting period (which must, in any event, be not less than twenty (20) Business Days after the date of dispatch of the last of the notices referred to in paragraph 1 of this Schedule 4);

3. the Issuer’s auditor (after consultation with the

Issuer’s solicitors, if desired by either the auditor or the Issuer) determines the validity of all ballot papers returned on the voting date or during the voting period;

4. if the Issuer or a person associated with the Issuer

(within the meaning of Part 1.2 Division 2 of the Corporations Act (other than section 13 and 14)) returns a ballot paper is to be treated as not being valid unless the person holds the relevant Warrant as trustee or nominee for another person that is not so associated with the Issuer;

5. the Issuer’s auditor adds together all of the votes

cast on valid ballot papers during the voting period (calculated on the basis of one vote for each Warrant held by the person casting that vote) in favour of the Change and all of the votes cast on valid ballot papers during the voting period (calculated on the same basis) against the Change; and

6. the number of votes validly cast in favour of the

Change (as determined by the previous paragraph) is not less than three (3) times greater than the number of votes validly cast against the Change (as so determined).

Section 7: About the Issuer

30

The Issuer

Macquarie Bank Limited (“Macquarie”) is an authorised deposit taking institution under s9 of the Banking Act 1959 (Commonwealth). As at 30 September 2003 Macquarie had total assets of approximately A$36.8 billion and equity attributable to ordinary equity holders of Macquarie of approximately A$2.4 billion on a consolidated basis. For the financial half-year ended 30 September 2003 Macquarie reported profit from ordinary activities after income tax attributable to ordinary equity holders of approximately A$242 million on a consolidated basis.

Rating Agencies

Macquarie is rated by Standard & Poor’s, Fitch Ratings and Moody’s Investors Service. Current ratings are available from various sources including the ASX, brokers and Macquarie.

The ratings agencies do not independently verify information provided to them by the Issuer, and therefore, the rating agencies make no representation or warranty with respect to the accuracy of their ratings. The rating agencies have not been involved in the preparation, or authorised the issue of, this PDS.

Investors should note that credit ratings assigned by the rating agencies address only credit risk, which is only one element of any investment decision and should not be construed as relating to the Warrants the subject of this PDS. Ratings are not recommendations to buy, hold or sell Warrants. By publishing a rating, the rating agencies are not inducing or advising investors to take any action with respect to the Warrants or any other security. Ratings and rating reports should not be construed as investment advice, personalised or other. Accordingly, each investor should conduct their own evaluation of the Warrants or consult with their investment adviser.

Ratings are subject to change or withdrawal at anytime, which change or withdrawal is within each rating agency's sole discretion.

Disclosure Obligations

The Issuer, as a company whose shares are quoted on the ASX, is a disclosing entity under the Corporations Act and the ASX Listing Rules and has a continuous disclosure obligation. This means that, subject to certain exceptions, the Issuer must disclose to the ASX any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Issuer’s ordinary shares. Copies of the information disclosed to the ASX can be viewed on the public file of the Issuer at the ASX.

The ASX has waived certain of the ASX Market Rules to the extent that the Issuer is not required to include information in this PDS which has previously been disclosed to ASX pursuant to the Issuer’s continuous disclosure obligation.

Documents Available

The Issuer will provide a copy, free of charge, of any of the following documents to any person who requests such copies during the offer period in relation to the PDS, by contacting the Equity Markets Group, Macquarie Bank Limited, No. 1 Martin Place, Sydney, NSW Australia, telephone number: 1800 803 010.

• the latest available financial results announcement and annual review of the Issuer; and

• the latest available interim report, including the interim financial results of the Issuer.

The Issuer's latest available Annual Review , Interim Results and Financial Reports are also able to be reviewed online via the Issuer's website at: www.macquarie.com.au/shareholdercentre. No circumstance has arisen or information has become available except as disclosed in this PDS or to ASX that would materially affect an investor’s decision for the purpose of making an informed assessment of the capacity of the Issuer to fulfil its obligations under the Terms and Issue since the end of the financial half-year ended 30 September 2003.

Section 8: Glossary

31

In this Product Disclosure Statement, the following definitions shall apply, unless the context otherwise requires: “Accretions” means, in relation to a Share, all rights accretions and entitlements attaching to that Share, after the date of issue of the Warrant relating to that Share (including, without limitation, all voting rights, all dividends and all rights to receive dividends and other distributions or shares, notes, options or other securities exercisable, declared paid or issued in respect of the Share); “American Warrant“ means a Warrant specified in the Supplementary PDS as being American in type being exercisable at any time up to and including the Closing Time on the Expiry Date; "Assessed Value Payment" means the amount determined under Clause 5.11 of the Terms; "ASIC" means the Australian Securities and Investments Commission; “ASTC” means ASX Settlement and Transfer Corporation Pty Limited (ACN 008 504 532), a prescribed CS facility as that term is defined in Chapter 7 of the Corporations Act by virtue of Corporations Regulation 7.1.03. “ASTC Settlement Rules” means the operating rules, procedures, directions, decisions, requirements, customs, usages and practices of ASTC, as amended from time to time. “ASX” means the Australian Stock Exchange Limited (ABN 98 008 624 691) or the stock market conducted by the Australian Stock Exchange Limited, as the context requires; “ASX Market Rules” means the operating rules, procedures, directions, decisions, requirements, customs, usages and practices of ASX, as amended from time to time. "Broker" means Macquarie Equities (Australia) Limited (ABN 58 002 832 126) or such other related entity of the Issuer as specified from time to time which is a participating organisation of the ASX; “Business Day” means a day on which the ASX is open for trading and banks are open for general business in both Sydney and Melbourne; "Call Warrant" means a Warrant specified in the Supplementary PDS as a Call Warrant;

"CHESS Approved Securities" means securities which are approved under section 3 of the ASTC Settlement Rules;

“CHESS Subregister” has the meaning given in the ASTC Settlement Rules. “Change” means, in respect of these Terms, any modification, variation, alteration or deletion of, or addition to, these Terms; "Closing Price" means, in relation to an Underlying Parcel, the closing price for that Underlying Parcel as published by the ASX; “Closing Time” means 4:15pm; “Default Rate” means the overdraft rate from time to time of the Issuer’s principal banker for amounts in excess of $100,000; "Encumbrance" means any bill of sale (as defined in any statute), mortgage, charge, lien, pledge, hypothecation, title retention arrangement, trust or power, as or in effect as security for the payment of a monetary obligation or the observance of any other obligation; “European Warrant“ means a Warrant specified in the Supplementary PDS as being European in type being exercisable only on the Expiry Date up to the Closing Time; “Exercise Day” means (a) in respect of an American Warrant:

(i) if an Exercise Notice is received by the Issuer at the Office on a Business Day before Closing Time, that Business Day; and

(ii) if an Exercise Notice is received

by the Issuer at the Office either on a day which is not a Business Day or on a Business Day but after the Closing Time, the following Business Day; and

(b) in respect of a European Warrant, if an

Exercise Notice is received before the Closing Time on the Expiry Date, the Expiry Date;

“Exercise Notice” means a notice substantially in the form of Schedule 3 given by the Holder or other person entitled to give such a notice to the Issuer in respect of a Warrant in accordance with Clause 5 of the Terms; “Exercise Price” means, in relation to the Specified Number of Warrants of a Series, the amount specified in the Supplementary PDS for

Section 8: Glossary

32

that Series, as varied, if at all, in accordance with Clause 4 of the Terms; “Expiry Date” means, in relation to a Series, the date specified in the relevant Supplementary PDS for that Series; “Extraordinary Event” means an event the subject of a nomination under Clause 1.5 of the Terms which has not been withdrawn under Clause 1.6 of the Terms; “Holder” means a person whose name is for the time being entered in the Register as the holder of a Warrant; “Holder Identification Number” or “HIN” has the meaning given in the ASTC Settlement Rules. “Issuer” or “Macquarie” means Macquarie Bank Limited (ABN 46 008 583 542) which in the ASX Market Rules is described as the “Warrant-Issuer”; “Issuer Sponsored Holder” has the meaning given in the ASTC Settlement Rules. “Issuer Sponsored Subregister” has the meaning given in the ASTC Settlement Rules. "Lapse Date" means the date on which a Warrant lapses under Clause 2.3 of the Terms; “Listed Entity” means, in relation to a Series, the entity listed on the ASX and specified in the Supplementary PDS for that Series; “Macquarie Group” means Macquarie and its related bodies corporate, or any one of them as the case may require. “Office” means the principal office of the Issuer in Sydney or another office of the Issuer of which the Issuer has given notice to the Holder; "Payment Date" means the date 10 Business Days after the Expiry Date; “Premium” means, in relation to a Warrant, the amount paid for subscription for that Warrant; “Product Disclosure Statement” or “PDS” means this product disclosure statement, together with the relevant Supplementary PDS "Put Warrant" means a Warrant specified in the Supplementary PDS as a Put Warrant; “Recognised Overseas Stock Exchange” has the meaning given in the ASX Market Rules.

“Register” means the register of Holders kept and maintained by the Issuer in accordance with Clause 3.1 of the Terms; "Registrar" means, in relation to a Series, the Registrar specified in the Supplementary PDS for that Series; “Series” means the Warrants which relate to a Share of a particular Listed Entity and otherwise have identical rights; “Share” means, in relation to a Series, one security (as defined in the Corporations Act) of the Listed Entity specified in the Supplementary PDS for that Series as varied, if at all, in accordance with Clause 4 of the Terms; “Special Dividend” means a special or abnormal dividend and includes those dividends which:

(a) are described by the relevant Listed Entity as special, abnormal, extraordinary or extra;

(b) are described by the relevant Listed Entity as part of a scheme of arrangement or takeover consideration; or

(c) are part of a special distribution involving a return of capital, or

are otherwise characterised by the ASX as a special dividend; “Specified Number” means, in relation to a Series, the number specified in the Supplementary PDS for that Series; "Supplementary PDS" means, in respect of a Series, the supplementary product disclosure statement distributed by the Issuer which sets out the commercial terms of that Series; “Terms” means the terms of issue of the Warrants as set out in Section 6 of this PDS and the Supplementary PDS relating to the relevant Series; “Transfer Tax” means in respect of an exercise of the Specified Number of Warrants of a Series, any stamp duty or equivalent governmental tax, impost or duty payable on, as a consequence of, or in connection with, the exercise; “Transferee” means the person who gives the only effective Exercise Notice in respect of a Call Warrant; "Transferor" means the person who gives the only effective Exercise Notice in respect of a Put Warrant;

Section 8: Glossary

33

“Underlying Parcel” means, in respect of a Series, one Share as specified in the Supplementary PDS for that Series as varied, if at all, in accordance with Clause 4 of the Terms; “Warrant” or “Macquarie Warrant” or “Macquarie Trading Warrant” means a warrant issued under these Terms.

APPLICATION FORM

This Application Form must not be given to any person unless attached to the complete and unaltered electronic Product Disclosure Statement. This Product Disclosure Statement and the relevant Supplementary Product

Disclosure Statement contain information about investing in Warrants. It is advisable to carefully read the Product Disclosure Statement and the relevant Supplementary Product Disclosure Statement before applying for Warrants.

The Product Disclosure Statement is dated 23 March 2004. Macquarie will provide, free of charge, paper copies of the Product Disclosure Statement, the relevant Supplementary Product Disclosure Statement and the Application Form by

contacting the address below. I/We declare that before completing this Application Form, I/We have received and read the Product Disclosure

Statement, the relevant Supplementary Product Disclosure Statement and this Application Form. APPLICATIONS: Macquarie Bank Limited Level 2 No. 1 Martin Place SYDNEY NSW 2000 Attention: Equity Markets Support Family or Listed Entity Name First Names or Australian Listed Entity Number

_______________________________________________________________________________

Date of Birth: Address

_______________________________________________________________________________ No. Street City/Town

_______________________________________________________________________________ State Postcode

SUBSCRIPTION NUMBER (phone Macquarie Bank to make an application): _ _ _ _

NUMBER AND PRICE OF WARRANTS APPLIED FOR:

Series Put/Call Number Price Total

TOTAL PREMIUM ENCLOSED: A$................................................ CHESS DETAILS: PID: HIN:

The minimum number of Warrants which may be applied for is 2000, and thereafter in multiples of 2000. I/We, whose full name(s) and address(es) appear above, hereby apply for the number of Warrants on this Application Form to be issued in accordance with the terms of the Product Disclosure Statement issued by Macquarie Bank Limited to which this form was attached. I/We agree to accept the Warrants on the conditions set out in the Product Disclosure Statement to which this form was attached. If this Application Form is signed by an attorney, a certificate on non-revocation in the form set out in the instructions on the back of this Application Form must be submitted with this Application Form. If the applicant If the applicant is an individual is a Listed Entity Usual Signatures _________________________ Executed by

_______________________________________ in accordance with the Corporations Act _________________________ _______________________________________ _________________________ _________________________ Date: __________________________________ Date:

APPLICATION FORMS MUST BE COMPLETED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE BACK OF THIS FORM

Broker’s Stamp Only

INSTRUCTIONS TO APPLICANTS

• Application Forms must not be given to any person unless attached to the complete and unaltered Product Disclosure Statement and Supplementary PDS.

• The minimum number of Warrants which may be applied for is 2000 Warrants and thereafter in multiples of 2000.

• The Application Form must be signed by the applicant personally, or by his or her attorney(s). If signed by an attorney, the relevant power of attorney and a certificate of non-revocation in the form set out below must be submitted with this Application Form.

• Joint Applications must be signed by all applicants.

• An application by a Listed Entity must be under seal or signed by its authorised attorney(s).

• Applications must be made on the Application Form and lodged, together with the Total Premium, at No.1 Martin Place, Sydney, Australia.

• Cheques should be made payable to Macquarie Bank Limited and crossed “Not Negotiable”.

• Applications will not be effective until the proceeds of all cheques have been cleared.

• An applicant who is already a participant, or sponsored by a participant, in CHESS may give the PID of their sponsoring broker and the applicant’s HIN. If no CHESS details are completed on the application form, Macquarie Bank Limited will arrange for your Warrant holding to be registered on the Issuer Sponsored Subregister.

• Macquarie Bank Limited reserves the right to refuse any Application. If signed under power of attorney, a certificate of non-revocation in the form below must be

forwarded to the Macquarie Bank Limited with the Application Form. CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, Full name of attorney

of ___________________________________________________________________________________ Address of attorney hereby certify: 1. I am the attorney of ................................................[name of grantor of power of attorney]

under and by virtue of a power of attorney dated [date of power of attorney] given to me by the abovenamed.

2. I have executed the Application Form as attorney pursuant to the powers thereby conferred

to me. 3. At the date hereof I have not received any notice or information of the revocation of the

power of attorney by death or otherwise.

SIGNED at ............................................ this ................................. day of ............................. 200......

Signature of attorney ___________________________________________

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APPENDIX I Macquarie Bank Limited ABN 46 008 583 542 This is document is a Supplementary Product Disclosure Statement (“Supplementary PDS”) This Supplementary PDS is dated [XX]. This Supplementary PDS together with the Product Disclosure Statement dated 23 March 2004 establish the terms of issue of the Warrants referred to below. To obtain a copy of the Product Disclosure Statement contact your stockbroker or financial adviser or Ask Macquarie on 1800 80 30 10. Alternatively, a copy may be available on line at www.macquarie.com.au/warrants. You should read this Supplementary PDS in conjunction with the Product Disclosure Statement dated 23 March 2004.

Warrants – Supplementary PDS

[ ] Series of Call and/or Put Warrants

over Shares in:

Issuer: Macquarie Bank Limited Offer Opens: Expected Commencement of Trading on the ASX: Registrar: Computershare Investor Services Pty Limited Details – Call Warrants

ASX Warrant Code



Specified Number


Expiry Date

Offer Closing Date

Details – Put Warrants

ASX Warrant Code



Specified Number


Expiry Date

Offer Closing Date

FINANCIAL SERVICES GUIDE

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This Financial Services Guide (FSG) is an important document which we are required to give you as an Australian Financial Services Licensee. This FSG is intended to inform you of certain basic matters relating to our relationship, prior to providing you with a financial service. The matters covered by the FSG include: - who we are and how we can be contacted - what services and types of products we are

authorised to provide you - how we (and any other relevant parties) are

remunerated - details of any potential conflicts of interest - details of our internal and external dispute

resolution procedures and how you can access them.

It is intended that this FSG should assist you in determining whether to use any of our services. If you choose to use any of our products and services you may also receive other documents relating to the services or products which you should read carefully. These documents may include either or both of the following: - Statement of Advice (SOA)

This will usually be given whenever we provide you with any advice which takes into account your objectives, financial situation and needs (personal advice). The SOA will contain the advice, the basis on which it is given and other information, including information about fees, commissions and associations which may have influenced the provision of this advice. No SOA will be provided in respect of advice given by telephone, fax or email in relation to securities, derivatives or managed investment products able to be traded on a licensed market. However, details of such advice will be recorded in a Record of Advice which you will have the right to request for up to 90 days after the advice has been given.

- Product Disclosure Statement (PDS)

This will be provided when we make a recommendation to acquire a particular financial product (other than securities) or offer to issue or arrange the issue of a financial product. This document contains significant information necessary for you to make an informed decision about that product.

Information about Macquarie Bank Limited Any financial services offered will be provided by representatives of Macquarie Bank Ltd. Macquarie Bank Ltd is part of the “Macquarie” group of companies and as such is associated with other Macquarie entities. Macquarie Bank Ltd is a participant member of the SFE Corporation Limited, the ASX Futures Exchange Pty Limited and their associated licensed clearing and settlement facilities. You can contact us by: - speaking to your nominated representative - if you do not have a nominated representative,

call (02) 8232 3333 - visiting our website at www.macquarie.com.au - writing to us at:

GPO Box 4294 SYDNEY NSW 1164 Fax: (02) 8232 7780

- email us using the Contact Directory on our website www.macquarie.com.au.

Our financial services and financial products Macquarie Bank Ltd is authorised to offer the following financial services and financial products: - giving advice (both general and personal) and

dealing in:

- basic deposit products - non-basic deposit products - non-cash payment products - derivatives - foreign exchange contracts - general insurance products - government debentures, stocks or bonds


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- managed investment schemes - managed investment warrants - securities - superannuation

- making a market for:

- derivatives - foreign exchange contracts - bonds and debentures - other financial products

- holding a financial product or interests in a financial product for you directly or indirectly.

We can also assist you in relation to products offered by other financial institutions, including other members of the Macquarie Group.

Personal financial advice In order for Macquarie to give you personal financial advice you will need to provide us with details of your personal objectives, current financial situation, needs and any other relevant information, so that we can offer you the most appropriate advice. You have the right not to provide us with this information. However, if you do not the advice you receive will be general in nature and may not be appropriate to your objectives, financial situation and needs. You should read the warnings contained in the SOA carefully before making any decision relating to a financial product. We only give personal advice to you if you secure the services of one of our Strategic Financial Planners. We will not give you personal advice in our regular updates or marketing material. We will not give you personal advice when you visit our website or contact our Client Services Centre. We maintain a record of your personal profile including details of your objectives, financial situation and needs. We also maintain records of any recommendations made to you. For information on how to access these records, please refer to the section “Personal information” below. Providing instructions to Macquarie You can give us instructions be telephone, mail, email, fax or via our website. There may be special instruction arrangements for some products and services – details of which are explained in the relevant PDS.

Payments to Macquarie for the services provided If you invest in a product we provide, Macquarie will receive remuneration in relation to your investment in that product, based on the value of your holdings. This remuneration may include upfront fees and management fees (which includes transaction, ongoing and if applicable any borrowing costs) or brokerage. In some situations, exist fees, account fees and transaction fees may apply. The remuneration we will receive for the products we offer are set out in the PDS for that particular product. When we advise you about products offered by another member of the Macquarie Group and you acquire that product, then that member will receive remuneration. The table below is a summary of the range of commissions we may receive from product issuers for referring clients who purchase their investment products: Upfront fee 1% to 3% of the amount you

invest

Trailing Commission

0.07% to 0.5% (usually 0.25%) of the going value of your investment

Remuneration or other benefits received by Macquarie staff Our employees and directors receive salaries, bonuses and other benefits from us. The PDS for the particular product will disclose further details of remuneration received by Macquarie employees or paid to financial advisers. Your adviser is also required to set out the remuneration and commissions they receive in the SOA which they must give to you when providing personal advice. Remuneration or benefits paid to those who refer clients to us If we pay a fee or commission in relation to a referral, we will make a separate disclosure to you. Remuneration received by those who offer Macquarie Bank Ltd products You may receive advice in relation to the products we offer from financial advisers who do not work for Macquarie. These advisers may receive commission from us in the range of 0.25 per cent to 0.65 per cent based on the value of your holdings. The adviser’s remuneration is included in the fees you pay when investing in our products.


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Personal Information At Macquarie the privacy of your personal information is important to us. Any personal information collected will be handled in accordance with our Privacy Policy. Our Privacy Policy details how we comply with the requirements of the Privacy Act in the handling of your personal information. A copy of that policy can be obtained by visiting the Macquarie website at www.macquarie.com.au. Complaints handling Macquarie is committed to providing a high standard of client service and to maintaining our reputation for honesty and integrity. If our level of service or quality of products has failed to meet your expectations we would like you to tell us about your concerns. Macquarie’s complaint handling process is designed to ensure that your concerns are treated seriously and that your complaint is addressed promptly and fairly. Your complaint may be lodged either verbally or in writing and will be dealt with in strict confidence. If you have a complaint about the service provided to you, you should take the following steps: - contact your nominated representative or - contact our Client Service Centre - if your complaint is not satisfactorily resolved,

contact

Risk Management Division Compliance Macquarie Bank Limited Level 4 No. 1 Martin Place SYDNEY NSW 2000 Fax: (02) 8232 4437

- If you are not satisfied with our handling of your complaint you may lodge a written compliant with the Banking and Financial Services Ombudsman

Banking and Financial Services Ombudsman GPO Box 3A MELBOURNE VICTORIA 3001 www.bfso.org.au Phone: 1300 78 08 08 Fax: (03) 9613 7345

- for superannuation investments, financial advice, securities, managed investments and other financial products you can lodge a complaint with:

Financial Industry Complaints Service (FICS) PO Box 579 Collins St West MELBOURNE VICTORIA 8007 www.fics.asn.au Phone: 1300 78 08 08 Fax: (03) 9621 2291

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Dated this 23rd day of March 2004. This Product Disclosure Statement was executed by Macquarie Bank Limited under power of attorney by each of Chris Horne and Neil Smyth.

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DIRECTORY

Issuer Issuer’s Solicitors Macquarie Bank Limited Allens Arthur Robinson No.1 Martin Place Level 17, The Chifley Tower Sydney NSW 2000 2 Chifley Square Australia Sydney NSW 2000 Phone 1800 80 30 10 Australia Email [email protected]

Registrar Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 1115 Australia Phone 1300 364 060

Macquarie Trading Warrant Information Line 1800 80 30 10

Trading Warrants - Second Supplementary PDS

Documents

Transcript of Trading Warrants - Second Supplementary PDS