Capital Plus Protected Portfolios

Transcription

1 MACQUARIE BANK LIMITED ABN CAPITAL PROTECTED SOLUTIONS Capital Plus Protected Portfolios Offering Circular 23 May Series of Capital Plus Protected Portfolios are offered over a porfolio comprised of ordinary shares in AUSTRALIAN GAS LIGHT COMPANY (THE) AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED BHP BILLITON LIMITED FOSTER S GROUP LIMITED JOHN FAIRFAX HOLDINGS LIMITED NATIONAL AUSTRALIA BANK LIMITED QANTAS AIRWAYS LIMITED SANTOS LIMITED TELSTRA CORPORATION LIMITED WOOLWORTHS LIMITED

2 Important Notice This is an Offering Circular for the purposes of the Business Rules of the Australian Stock Exchange Limited. The date of this Offering Circular is 23 May Macquarie Bank Limited is inviting applications for each Series of Capital Plus Protected Portfolios offered under this Offering Circular. Applications may be made in the manner described in the How to Apply Section. As it is proposed that each Series of Capital Plus Protected Portfolios will be traded on the stock market of the Australian Stock Exchange Limited, on-market transfers of Capital Plus Protected Portfolios may be effected through the parties brokers. Primary Market Applications Primary market Applicants are required to complete the Application Form attached to this Offering Circular. Applications made through this Offering Circular for a particular Series of Capital Plus Protected Portfolios must be made during the Offer Period relating to that Series. The Offer Opening Date and Offer Closing Date for each Series of Capital Plus Protected Portfolios offered under this Offering Circular are set out in the table below. No Applications in relation to a particular Series will be accepted if received later than 5.00pm (Sydney time) on the Offer Closing Date for that Series. Series ASX Offer Opening Offer Closing No: Code: Date Date Series 1 CLPXMA 2 June June 2003 Series 2 CLPXMB 1 July July 2003 Series 3 CLPXMC 1 August August 2003 Series 4 CLPXMD 1 September September 2003 Series 5 CLPXME 1 October October 2003 Series 6 CLPXMF 3 November November 2003 Series 7 CLPXMG 1 December December 2003 Series 8 CLPXMH 1 January January 2004 Series 9 CLPXMI 2 February February 2004 Series 10 CLPXMJ 1 March March 2004 Series 11 CLPXMK 1 April April 2004 Series 12 CLPXML 3 May May 2004 Macquarie may, in its absolute discretion, withdraw invitations and offers made under this Offering Circular at any time. The minimum application amount is $2,000 (2,000 Capital Plus Protected Portfolios) and thereafter in multiples of $1,000. Potential investors should lodge their Application Form with their stockbroker or registered financial adviser, or with Macquarie or Macquarie Equities (Australia) Limited. Foreign Jurisdictions The distribution of this Offering Circular in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this Offering Circular comes should seek advice on and observe any such restrictions. Failure to comply with relevant restrictions may violate those laws. This Offering Circular is not an offer or invitation in relation to Capital Plus Protected Portfolios in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. None of this Offering Circular, the Capital Plus Protected Portfolios or the Shares transferred under a Capital Plus Protected Portfolio have been or will be lodged or registered under the United States Securities Act of 1933, as amended and consequently Capital Plus Protected Portfolios may not be offered or sold directly or indirectly in the United States. Representations This Offering Circular has been prepared and issued by Macquarie Bank Limited as Issuer. Macquarie Equities (Australia) Limited is the broker to the Issue. Potential investors should note that no person is authorised by Macquarie or Macquarie Equities (Australia) Limited (as broker to the Issue) to give any information to investors or to make any representation other than as contained in this Offering Circular. A COPY OF THIS OFFERING CIRCULAR HAS NOT BEEN LODGED AS A DISCLOSURE DOCUMENT UNDER PART 6D.2 OF THE CORPORATIONS ACT 2001 OR AS A PRODUCT DISCLOSURE STATEMENT UNDER PART 7.9 OF THE CORPORATIONS ACT Underlying Company References in this Offering Circular to Australian Gas Light Company (The), Australia and New Zealand Banking Group Limited, BHP Billiton Limited, Foster s Group Limited, John Fairfax Holdings Limited, National Australia Bank Limited, Qantas Airways Limited, Santos Limited, Telstra Corporation Limited, Woolworths Limited, or to AGL, ANZ, BHP, FGL, FXJ, NAB, QAN, STO, TLS, WOW or AGL Shares, ANZ Shares, BHP Shares, FGL Shares, FXJ Shares, NAB Shares, QAN Shares, STO Shares, TLS Shares, WOW Shares are included solely for the purposes of identifying the securities to which the Capital Plus Protected Portfolios relate and their issuer. Such references are not to be construed as any express or implied endorsement by that Listed Entity of this issue of Capital Plus Protected Portfolios, nor does any Listed Entity accept any responsibility for any statement in this Offering Circular nor undertake any liability in respect of the Capital Plus Protected Portfolios. This Offering Circular has been prepared by Macquarie only from publicly available information. The Listed Entities have not been party to its preparation or furnished any information specifically to Macquarie for the purpose of its preparation. Similarly, information in this Offering Circular concerning those Listed Entities has not been independently verified. Macquarie has no affiliation with those Listed Entities and has not, in preparing this Offering Circular, had regard to any information concerning those Listed Entities or its subsidiaries other than that which is in the public domain. Macquarie does not, therefore, accept any liability or responsibility for, and makes no representation or warranty, express or implied, as to the accuracy or completeness of such information. Investors should make their own enquiries. Nothing in this Offering Circular can be relied upon as implying that there has been no change in the affairs of any Listed Entity or Macquarie since the date as at which information is given in this Offering Circular, or as a representation as to the future in relation to any Listed Entity or Macquarie. Consents Allens Arthur Robinson has given and not withdrawn its consent to be named in this Offering Circular. Allens Arthur Robinson has been involved in the preparation of this Offering Circular, and accepts responsibility for Section 1.7, Section 3, Section 5.4 and 5.6, Section 6 and Section 9, but accepts no responsibility for any other part of this Offering Circular, and has not authorised or caused its issue. Computershare Registry Services Pty Ltd has given and not withdrawn its consent to be named in this Offering Circular, but has not been involved in the preparation of this Offering Circular, has not authorised or caused its issue, and accepts no responsibility for its form or contents. The Capital Plus Protected Portfolios offered under this Offering Circular provide economic exposure to a basket of Shares comprised of Australian Gas Light Company (The), Australia and New Zealand Banking Group Limited, BHP Billiton Limited, Foster s Group Limited, John Fairfax Holdings Limited, National Australia Bank Limited, Qantas Airways Limited, Santos Limited, Telstra Corporation Limited and Woolworths Limited. Each Capital Plus Protected Portfolio may only be completed on its Maturity Date in accordance with the Terms of Issue. Each Capital Plus Protected Portfolio will entitle the Holder on completion to acquire the Delivery Portfolio (as defined in the Terms of Issue) on the Maturity Date subject to the Holder exercising a minimum of 200 Capital Plus Protected Portfolios. The number and description of the Shares the subject of the Capital Plus Protected Portfolio may be adjusted in particular circumstances in accordance with the Terms of Issue.

3 At a Glance Timetable Capital Expected Plus Commencement Series ASX Offer Opens Offer Closes Date of Trading Series Maturity Number Code (Primary Market) (Primary Market) on the ASX Date Series 1 CLPXMA 2 June June July June 2009 Series 2 CLPXMB 1 July July July July 2009 Series 3 CLPXMC 1 August August September August 2009 Series 4 CLPXMD 1 September September October September 2009 Series 5 CLPXME 1 October October November October 2009 Series 6 CLPXMF 3 November November December November 2009 Series 7 CLPXMG 1 December December January December 2009 Series 8 CLPXMH 1 January January February January 2010 Series 9 CLPXMI 2 February February March February 2010 Series 10 CLPXMJ 1 March March April March 2010 Series 11 CLPXMK 1 April April May April 2010 Series 12 CLPXML 3 May May June May 2010 Note: The Offer Period may be closed early by Macquarie. Product Profile Minimum $2,000 (2,000 Capital Plus Protected Portfolios) and thereafter in multiples Application Amount of $1,000 Investment Term Shares in the Series Portfolio Capital Protection Acceleration Rate 6 years AGL; ANZ; BHP; FGL; FXJ; NAB; QAN; STO; TLS; WOW 100% at Maturity (For example, the exercise of 1,000 Capital Plus Protected Portfolios in the same Series has a minimum cash value at Maturity of $1,000) Holders receive 110%* of the capital appreciation of the Portfolio upon Maturity Availability A new Series will commence each month through to May 2004 Closing Date for Applications Initial Weighting of Portfolio In respect to each Series, the last business day of each month in which the offer of that Series commences The initial weighting of each Share in the Portfolio on the Investment Date will be 10%. However, this is likely to change during the term of the Capital Plus Protected Portfolio due to the relative performance of the Shares in each of the Listed Entities. *This amount is fixed for Series 1 but may vary (up or down) for subsequent Series. Macquarie will make an ASX market announcement at the commencement of the Offer Period of each new Series confirming the applicable capital appreciation Gearing rate. You can contact Macquarie to confirm the level of the Gearing rate on or visit our website at 1

4 Contents Overview...3 How to Apply...6 Application Form...9 Section 1. Introduction and Offer Summary...11 Section 2. Details of the Offer...16 Section 3. Taxation Summary...17 Section 4. Risk Factors...21 Section 5. General Information Relating to Capital Plus Protected Portfolios...24 Section 6. Terms of Issue...26 Section 7. Description of the Listed Entities...37 Section 8. Description of the Issuer Macquarie Bank Limited...37 Section 9. Definitions...39 Section 10. Completion Notice

5 Overview Introduction Capital Plus Protected Portfolios are an innovative investment that allow you to benefit from the potential growth in a portfolio of 10 blue chip Australian shares, without long term sharemarket risk. An investor in Capital Plus Protected Portfolios receives exposure to a diverse portfolio of 10 blue chip Australian shares, equally weighted at 10% at the time of issue 1. Each Protected Portfolio initially costs $1 (minimum application is $2,000). The investment term is up to 6 years. If at the end of the term, the value of the Series Portfolio has increased, you will receive the current value of the Series Portfolio, plus an additional 10%* of the capital growth of the Series Portfolio. Who Can Apply? If the value of the Series Portfolio has fallen, at the end of the 6 years, you will receive your initial investment back at maturity (provided you do not elect to receive the Shares). This enables you to be sure that your initial investment is capital protected at Maturity. Most investors use the Capital Plus Protected Portfolio as a set and forget six year investment. However, since the Capital Plus Protected Portfolios are listed on the Australian Stock Exchange (ASX) you can choose to buy or sell the Protected Portfolios at any time. But remember, the capital protection and acceleration payment feature only apply when the Protected Portfolio matures and the Holder delivers a valid Completion Notice. At maturity, you can elect to receive either the Shares in the Series Portfolio (subject to the holder exercising a minimum of 200 Capital Plus Protected Portfolios), or the cash value being the greater of $1 per Protected Portfolio or the Final Portfolio Value (less Brokerage and other Costs). Who Can Apply Australian Residents Minimum Application Amount $2,000 Amount Payable on Application $1 x number of Capital Plus Protected Portfolios applied for Offer Closes (Primary Market) Series 1 30 June 2003 Series 2 31 July 2003 Series 3 29 August 2003 Series 4 30 September 2003 Series 5 31 October 2003 Series 6 28 November 2003 Series 7 31 December 2003 Series 8 30 January 2004 Series 9 27 February 2004 Series March 2004 Series April 2004 Series May The initial weighting of each Share in the Portfolio on the Investment Date will be 10%. However, this is likely to change during the term of the Capital Plus Protected Portfolio due to the relative performance of the Shares in each of the Listed Entities. *This amount is fixed for Series 1 but may vary (up or down) for subsequent Series. Macquarie will make an ASX market announcement at the commencement of the Offer Period of each new Series confirming the applicable capital appreciation Gearing rate. You can contact Macquarie to confirm the level of the Gearing rate on or visit our website at 3

6 Key Features Macquarie Capital Plus Protected Portfolios offer you: exposure to a portfolio of 10 blue chip Australian shares with just one investment 100% capital protection at Maturity the potential to earn a bonus 10%* return on any capital growth in the Series Portfolio a minimum investment of just $2,000 a maximum investment term of 6 years a simple set and forget investment with no paperwork or tax reporting before Maturity the ability to receive Shares (subject to the Holder exercising a minimum of 200 Capital Plus Protected Portfolios) or cash on Maturity an investment listed on the Australian Stock Exchange (ASX) that can be potentially sold at any time an eligible investment for Self Managed Super Funds How Macquarie Capital Plus Protected Portfolios Work An investment in Macquarie Capital Plus Protected Portfolios provides you with exposure to a Portfolio of 10 blue chip Australian shares. Each Capital Plus Protected Portfolio initially costs $1 and the initial weighting of each Share in the Portfolio on the Investment Date is 10% 2. Holding 1,000 Capital Plus Protected Portfolios will initially give you exposure to $100 worth of each Share in the Portfolio. For Example Today: Alex makes a $2,000 investment in Capital Plus Protected Portfolios. Each Capital Plus Protected Portfolio initially costs $1 so he receives 2,000 Capital Plus Protected Portfolios. The holding of 2,000 Capital Plus Protected Portfolios initially gives an economic exposure to $200 worth of each of the Shares in the Series Portfolio 3. Over the investment life: As the diagram below illustrates, an initial investment of $2,000 in Capital Plus Protected Portfolios is protected against a fall in the value of the Series Portfolio at Maturity (provided that the Holder does not take delivery of the Delivery Portfolio at Maturity). As the value of the Shares in the Series Portfolio increases, the value of the Capital Plus Protected Portfolios increase by a greater amount due to the 110%* Gearing feature. At Maturity: In six years time, if the value of 2,000 Series Portfolios is $5,000 the value of 2,000 Capital Plus Protected Portfolios would be $5,300. In this example, Alex could receive $5,300 in cash (less Brokerage and other Costs), representing the initial $2,000 investment plus the accelerated growth from the underlying shares of $3,300 (being $3,000 x 110%). Alternatively, Alex could choose to receive the Shares in the Series Portfolio and create a longer term investment. Value of 2,000 Capital Plus Protected Portfolios $6,000 $5,000 $4,000 Illustration of Investment Value on Completion $3,000 Series Portfolio $2,000 Capital Plus $1,000 Protected Portfolios (at 110%) $0 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 Value of 2,000 Series Portfolio *This amount is fixed for Series 1 but may vary (up or down) for subsequent Series. Macquarie will make an ASX market announcement at the commencement of the Offer Period of each new Series confirming the applicable capital appreciation Gearing rate. You can contact Macquarie to confirm the level of the Gearing rate on or visit our website at 4 2, 3 The initial weighting of each Share in the Portfolio on the Investment Date will be 10%. However, this is likely to change during the term of the Capital Plus Protected Portfolio due to the relative performance of the Shares in each of the Listed Entities.

7 The Series Portfolio Each Capital Plus Protected Portfolio gives you exposure to a portfolio of 10 blue chip Australian Shares. Each Capital Plus Protected Portfolio initially has a value of $1. Therefore 1,000 Capital Plus Protected Portfolios (minimum application is 2,000 and thereafter in multiples of 1,000) provides exposure to the Portfolio of Shares as follows: Shares in the Series Portfolio Initial weighting Initial exposure value in of Portfolio 4 each Share per 1,000 Capital Plus Australian Gas Light Company (The) 10% $100 Australia and New Zealand Banking Group Limited 10% $100 BHP Billiton Limited 10% $100 Foster s Group Limited 10% $100 John Fairfax Holdings Limited 10% $100 National Australia Bank Limited 10% $100 Qantas Airways Limited 10% $100 Santos Limited 10% $100 Telstra Corporation Limited 10% $100 Woolworths Limited 10% $100 Total Investment per 1,000 Capital Plus Protected Portfolios 100% $1,000 What Happens At Maturity? When a Capital Plus Protected Portfolio matures there are 3 alternatives available to you. You can choose to: 1. sell the Capital Plus Protected Portfolio on the Australian Stock Exchange (ASX) and realise your investment, prior to their last trading day; 2. instruct Macquarie to sell the Shares in the Final Portfolio and take the proceeds (less Brokerage and other Costs) in cash. This amount will have a minimum value of $1.00 per Capital Plus Protected Portfolio; or 3. inform Macquarie that you wish to receive the underlying Shares (the Holder must exercise a minimum of 200 Capital Plus Protected Portfolios to be eligible to receive the Delivery Portfolio) and continue to build a longer term investment portfolio. Note that Macquarie will not deliver fractions of a Share to the Holder and will instead determine the value of that fraction of a Share and make a cash payment to the Holder equivalent to that value. If you do nothing at Maturity you will receive an Assessed Value Payment equal to the greater of the $1.00 per Capital Plus Protected Portfolio and 99% of the Final Portfolio Value less the Completion Price. Who Does it Suit? Capital Plus Protected Portfolios may be suitable for a wide range of investors including: conservative investors who want a secure investment with sharemarket returns without capital risk; first time sharemarket investors who do not want to select their own share portfolio; set and forget investors who want an administration free investment; parents and grandparents looking for a long term potential capital growth investment, with capital security, for children s education; and Self Managed Super Funds and superannuation funds who want accelerated growth potential but can t use gearing. 4 The initial weighting of each Share in the Portfolio on the Investment Date will be 10%. However, this is likely to change during the term of the Capital Plus Protected Portfolio due to the relative performance of the Shares in each of the Listed Entities. 5

8 How to Apply If you want to purchase Macquarie Capital Plus Protected Portfolios on the Australian Stock Exchange (ASX), then the procedure is just like buying ordinary Shares. You should place an order with your stockbroker or any online or discount broker and you will need to quote the ASX Code for the Capital Plus Protected Portfolios. If you wish to apply for Macquarie Capital Plus Protected Portfolios in the primary market using this Offering Circular, please read the instructions below. There is a new Series of Capital Plus Protected Portfolios available every month through to May Read this Offering Circular Before making your investment decision you should read this entire Offering Circular to ensure you are aware of the processes and risks involved in investing in the Macquarie Capital Plus Protected Portfolios. You should also consult your stockbroker or financial adviser for advice as to the suitability of investing in the Macquarie Capital Plus Protected Portfolios based on your personal circumstances. A paper copy of this Offering Circular will be provided to applicants free of charge during the Offer Period on request by contacting Macquarie. A Regular Investment Plan You can establish an automatic regular investment plan into Macquarie Capital Plus Protected Portfolios. With a regular investment plan you can make an automatic monthly investment into each new Series of the Macquarie Capital Plus Protected Portfolios with a minimum investment of just $2,000 per Series. Simply complete the table in the Application Form on page 9 indicating each Series you wish to invest in and the amount you will be investing in for each Series. Make sure you complete the Direct Debit Authority and nominate your Bank 2. Complete the Application Form You should read the instructions for completing the Application Form on page 9 and ensure that you sign the Application Form in the places indicated. 3. Attach a cheque or complete your direct debit details for payment Once your Application Form is complete, attach a cheque for the Application Payment. Alternatively, you can request that the Application Payment be directly debited from your Macquarie Cash Management Trust (CMT) or other bank account by completing your method of payment details in the Application Form. Cheques should be made payable to Macquarie Bank Limited Equity Structured Products. Potential investors should note that Macquarie may debit the Applicant s nominated account or present the Applicant s cheque for payment at the time of Application, or at any other time prior to the Offer Closing Date related to that Series to which the Application relates. Potential investors should also note that Macquarie will not hold any application monies received by it prior to the issuance of the Capital Plus Protected Portfolios to the investor on trust for or on behalf of the investor. Account Details in the spaces provided. Macquarie will automatically deduct payments from your bank account for each new Series of the Capital Plus Protected Portfolio you are investing in. Deductions will be made from your account on the 3rd Business Day prior to the relevant Offer Closing Date in relation to each Series. For example, you may wish to invest $2,000 a month into Capital Plus Protected Portfolios over the next six months. This means you will invest in each Series of Capital Plus Protected Portfolios at the issue prices and make a total investment of $12,000. 6

9 Further Macquarie will not pay any interest on such application monies for the period prior to the issuance of the Capital Plus Protected Portfolios to the investor. 4. Send in your Application Form You can lodge your Application Form through your stockbroker, financial adviser, or you can send it directly to Macquarie. Application Forms must be received by Macquarie by 5.00pm (Sydney time) on the relevant Series Offer Closing Date. Subject to an offer being closed early or extended, the Offer Closing Dates for Applications in each Series are as specified in Table 1: Summary Table of Capital Plus Protected Portfolios on page 11 of this Offering Circular. Application Forms should be sent to: Equity Markets Support Capital Plus Protected Portfolios Macquarie Bank Limited GPO Box 3423 Sydney NSW 2001 Application Forms may also be faxed to Macquarie on (02) provided that the original Application Form is sent promptly to Macquarie. Failure to provide the original Application Form will not in any way affect the legality of the Applicant s obligations arising from the Facsimile Application Form received by Macquarie. Applications may only be made by an individual, trustee, superannuation fund and companies who are Australian domiciled. Individuals must be at least 18 years of age to apply for Macquarie Capital Plus Protected Portfolios. Macquarie reserves the right in its absolute discretion to close the Offer Period early or extend the Offer Period without prior notice. Macquarie also reserves the right not to accept any Application. Application Forms should be completed in accordance with the following table: If you are investing...your application for example,...and your account as... must be in the like this... description (if required) name of... could be... An individual The full given name Mrs Yvette Catherine None required of the individual Brown Joint applicants The full given names Mrs Yvette Catherine None required of the individuals Brown + Mr Jack Michael Brown A company The company Jack Brown Pty Ltd None required A trust The trustees, rather that Mrs Yvette Catherine Brown Family Trust the name of the trust 5 Brown + Mr Jack Michael Brown A superannuation The trustee(s) of the Mrs Yvette Catherine Brown fund superannuation fund Brown + Mr Jack Superannuation Fund Michael Brown A partnership The partners Mr Jack Michael Mr Jack Michael Brown + Mr James Brown + Mr James David Smith David Smith 5 Applications in the name of a trust, rather than the trustee will not be accepted. 7

10 Instructions for completing the Capital Plus Protected Portfolio Application Form Registration Details Complete all the personal and contact details where indicated. Make sure you write the full name that you wish to appear on your Holding Statement including any title(s). Where there is more than one applicant, write the full details of each applicant in the space provided. If you are applying as a company officer, write the company name and the Australian Company Number (ACN), Australian Business Number (ABN) or Australian Registered Business Number (ARBN) if applicable. The address details indicated will be used for all correspondence (you should particularly take note of this if you are opening a joint account). Write the Tax File Number (TFN)* of each Applicant or reason for exemption in the space provided. Alternatively, each Applicant can quote their ABN, where applicable. CHESS Details If you are already a CHESS participant, or sponsored by a CHESS participant, write your HIN. If not, leave this blank and any Macquarie Capital Plus Protected Portfolios issued to you will be Issuer Sponsored and allocated a SRN (Shareholder Reference Number). Method of Payment Indicate your method of payment. All cheques should be made payable to Macquarie Bank Limited Equity Structured Products. Direct Debit Authority and Bank Account Details Complete this section to authorise us to debit your Macquarie CMT or your account with another financial institution for payments in connection with Capital Plus Protected Portfolios issued by Macquarie Bank Limited. Enter your Macquarie CMT or external bank account details here if you wish to have payments debited from your bank account in connection with Capital Plus Protected Portfolios issued by Macquarie. The bank account should be in the same name as the applicant. This instruction is only applicable of accounts held with banks, building societies and credit unions within Australia. If you are unsure of your account details please check with your financial institution. Application Details Column ❶ write the number of Macquarie Capital Plus Protected Portfolios you are applying for in each Series here. Column ❷ write the Capital Protected Amount ($1.00) of each Series of Macquarie Capital Plus Protected Portfolios you are applying for here. Column ❸ write the Total Amount Payable for each Series here by multiplying the number of Capital Plus Protected Portfolios (❶) you are applying for by the dollar amount (❷). Calculate the Total Amount Payable for each Series of Macquarie Capital Plus Protected Portfolios you are applying for and write this number in the Total box provided. This amount should correspond to the amount of your cheque or the amount which will be direct debited by Macquarie. Investor Declaration The Investor Declaration must be read and understood by each Applicant. Should you have any queries, you are advised to seek independent professional advice. All joint Applicants must sign (and will be bound jointly and severally). The Application by a company should be signed either by two directors of the company, a director and company secretary of the company, or for a proprietary company that has a sole director who is also the sole company secretary by that director. Alternatively, a company may sign under the company s common seal provided the fixing of the seal is witnessed by two company officers (or in the case of a sole director by that director). The Application by superannuation funds, trusts, partnerships and deceased estates is to be signed by the individual trustees, executors or principals. The names of the witnesses to the seal or the attorney must be printed. 8 *Collection of TFNs is authorised by the taxation laws. Quotation of TFNs is not compulsory however failure to provide a TFN may result in a lower distribution payment than may be received by a Holder who provides a TFN. If applying as a company officer, only write the company s TFN, not your personal TFN.

11 Offering Circular dated 23 May Macquarie Capital Plus Protected Portfolios Application Form Complete this form to apply for Macquarie Capital Plus Protected Portfolios. Complete this form using BLACK INK and print well within the boxes in CAPITAL LETTERS. Mark answer boxes with a cross (X). Start at the left of each answer space and leave a one box gap between words. This Application Form must not be distributed unless accompanied by the complete and unaltered Offering Circular dated 23 May Applications may be lodged with your stockbroker, financial adviser or directly with Macquarie. APPLICATION FORMS MUST BE COMPLETED IN ACCORDANCE WITH THE INSTRUCTIONS ASSOCIATED WITH THIS FORM. ADVISER & OFFICE USE ONLY Adviser name Adviser stamp Company name Application number IRN Macquarie staff member REGISTRATION DETAILS Individual, Joint, Trust, Company and Superannuation Applicants Write full name(s) as you wish them to appear on your Holding Statement including any title(s) (Mr, Mrs, Miss etc.) Refer to table on page 7. Account Description Specify account description if required (refer to the table on page 7 of this Offering Circular for details) < Applicant Details Address (all correspondence will be sent to this address) >, N Suburb Country Postcode Name of contact person (if applicable) Daytime contact number Mobile number Fax number F N ABN/ACN/ARBN (if applicable) Please circle Complete Second Tax File Number OR reason for exemption if Joint Applicant Complete Third Tax File Number OR reason for exemption if Joint Applicant CHESS DETAILS CHESS details for delivery of Macquarie Capital Plus Protected Portfolios. (These details can be found on any CHESS Holding Statement) Sponsoring broker PID HIN (must be in the exact same name as applicant) METHOD OF PAYMENT X Cheque payable to "Macquarie Bank Limited Equity Structured Products" Direct Debit (complete details over page) Macquarie Capital Plus Protected Portfolios Application Form 9

12 APPLICATION DETAILS ASX Code Number of Capital Plus Capital Protected Amount ❷ Protected Portfolios ❶ eg. CLPXMA 10 $1,000 Total amount payable ❸ ($2,000 minimum) $10,000 Note: If you are establishing a Regular Investment Plan, each column in the table above must be completed for each series you are investing in. Total $ DIRECT DEBIT AUTHORITY AND BANK ACCOUNT DETAILS I/We understand and acknowledge that in providing the direct debit instructions to Macquarie Bank that: I/We authorise Macquarie Bank to make a debit from my/our nominated account for transactions in relation to warrants and structured products issued by Macquarie Bank. I/We understand that it is my/our responsibility to ensure that there are sufficient cleared funds in my/our nominated account to honour any direct debit instruction. I/We understand that the instruction will be automatically cancelled if the payment is dishonoured because of insufficient funds. Macquarie Bank will charge the cost of dishonoured direct debits against my/our account. I/We acknowledge and agree that until the instructions are modified or deferred by me/us in accordance with these terms, Macquarie Bank may act on the instructions to discharge its obligations under the Terms. My/our nominated financial institution may in its absolute discretion decide the order of priority of payment by it of any moneys pursuant to the request made pursuant to the direct debit instruction or any other authority or mandate. I/We can modify or defer our direct debit instructions at any time by giving Macquarie Bank 14 days notice in writing. If at any time I/we feel that a direct debit against my/our nominated account is inappropriate or wrong it is my/our responsibility to notify Macquarie Bank as soon as possible. Direct debiting through the Bulk Electronic System ("BECS") in not available on all accounts. I/We can check my/our account details against regular statement or check with the financial institution as to whether I/we can request a direct debit from my/our account. Macquarie Bank will give me/us 14 days notice in writing if they intend to cancel my instructions. Macquarie Bank may need to pass on details of my/our direct instructions to their sponsor bank in BECS to assist with the checking of any incorrect or wrongful debits to my/our nominated accounts. For the purposes of the Instructions given in the Direct Debit Authority above, you should specify your external bank account here. The bank account should be styled in the same name as the Investor Details. Investors should read the instructions associated with this Application Form. You must complete the bank account details below to establish the link to your bank account. Branch address Branch Account number Office use only INVESTOR DECARATION By lodging the Application Form and payment I/We whose full name(s) and address appear above hereby acknowledge and confirm my/our Application for the number of Capital Plus Protected Portfolios on this Application Form to be issued in accordance with the terms of the Offering Circular dated 23 May 2003 issued by Macquarie Bank Limited. I/we acknowledge that in making our application: (a) I/We have read and understood the Offering Circular to which this Application Form is attached including the Terms of Issue, and have agreed to accept the Capital Plus Protected Portfolios on the conditions set out in the Offering Circular; and (b) I/We declare that my/our Application is not being made in my/our capacity as the trustees of any estate (other than a complying superannuation fund or other excluded trust as defined in Section 102UC of the income Tax Assessment Act 1936) (c) I/We acknowledge that Macquarie will not hold any application monies on trust prior to the issue of the Capital Plus Protected Portfolios to me/us. (d) I/We acknowledge that Macquarie will not pay any interest on any application monies received. Send this completed form to: Equity Markets Support Capital Plus Protected Portfolios, Macquarie Bank Limited, GPO Box 3423, Sydney NSW Macquarie Capital Plus Protected Portfolio Application Form

13 SECTION 1 Introduction and Offer Summary This section contains a brief summary only of certain material features and risk factors relating to Capital Plus Protected Portfolios. Detailed information relating to the invitation to subscribe for Capital Plus Protected Portfolios can be found in the following sections of this Offering Circular. Potential investors should read the whole Offering Circular, including the Terms of Issue in Section 6, before making any investment decision. Macquarie Bank Limited is inviting Applications for twelve Series of Capital Plus Protected Portfolios under this Offering Circular. The particulars of the Capital Plus Protected Portfolios are set forth in the Summary Table of Capital Plus Protected Portfolios below. Capital Plus Protected Portfolios offered under this Offering Circular have been approved for admission to Trading Status by the ASX under the ASX Business Rules. Table 1: Summary Table of Capital Plus Protected Portfolios Series ASX Issue Minimum Completion Offer Period Maturity No. Code Size Application Payment Ends Date (Million) Amount (Primary Market) 1 CLPXMA 10 $2,000 $ June June CLPXMB 10 $2,000 $ July July CLPXMC 10 $2,000 $ August August CLPXMD 10 $2,000 $ September September CLPXME 10 $2,000 $ October October CLPXMF 10 $2,000 $ November November CLPXMG 10 $2,000 $ December December CLPXMH 10 $2,000 $ January January CLPXMI 10 $2,000 $ February February CLPXMJ 10 $2,000 $ March March CLPXMK 10 $2,000 $ April April CLPXML 10 $2,000 $ May May 2010 Initial Composition of Portfolio Shares contained in the Portfolio Initial Weighting Initial Economic of Portfolio* Exposure to each Share per 1,000 Capital Plus** Australian Gas Light Company (The) 10% $100 Australia and New Zealand Banking Group Limited 10% $100 BHP Billiton Limited 10% $100 Foster s Group Limited 10% $100 John Fairfax Holdings Limited 10% $100 National Australia Bank Limited 10% $100 Qantas Airways Limited 10% $100 Santos Limited 10% $100 Telstra Corporation Limited 10% $100 Woolworths Limited 10% $100 Total Investment per 1,000 Capital Plus Protected Portfolios 100% $1,000 * Valid as at the Investment Date. Investors are reminded that the weighting of the composition of the Portfolio will change during the term of the Capital Plus Protected Portfolio depending on the relative performance of the underlying Shares. The number of Shares in the Portfolio will be determined by reference to the weighted average price at which the Shares trade on ASX over the five Trading Days immediately following the relevant Closing Date. ** Valid as at the Investment Date and in relation to a holding of 1,000 Capital Plus Protected Portfolios. Investors are reminded that the economic exposure of the Portfolio to each underlying Share will change during the term of the Capital Plus Protected Portfolio depending on the relative performance of the underlying Shares. 11

14 SECTION 1 Introduction and Offer Summary continued The initial issue size for each Series of Capital Plus Protected Portfolios is set out on the previous page. Macquarie reserves the right to increase the initial issue size at any time during the Offer Period or to issue further Capital Plus Protected Portfolios without the consent of Holders, subject to Macquarie making a further application to the ASX and on the basis that new Capital Plus Protected Portfolios will form part of the same Series, will be issued on terms identical to those applying to existing Capital Plus Protected Portfolios of that Series, and will trade on the same basis under the same ASX code as existing Capital Plus Protected Portfolios of that Series. 1.1 What Are Capital Plus Protected Portfolios? Capital Plus Protected Portfolios issued under this Offering Circular allow Holders to gain exposure to a Portfolio of ten leading Australian listed Shares while maintaining capital protection at the end of a six year period. For each 1,000 Capital Plus Protected Portfolios there is a base value of $1,000 which is notionally invested equally in the Portfolio of Shares on the Investment Date. During the term of the Capital Plus Protected Portfolios, Holders will not receive any dividends or other income but at Maturity will receive 110% (the Gearing rate of 10% is fixed for Series 1 but may vary (up or down) for subsequent Series) of any increase in value of the Shares in the Portfolio in each Capital Plus Protected Portfolio, together with their original $1. For example, if the value of 1,000 Series Portfolios on maturity is $2,500 (ie it has increased from $1,000 over the term of the 1,000 Capital Plus Protected Portfolios) the capital increase in value of the 1,000 Series Portfolios is $1,500. Based on a Gearing of 10%, the final value payment made to a Holder of 1,000 Capital Plus Protected Portfolios on maturity would be, subject to deduction for Brokerage and other Costs, calculated as follows: Base value of 1,000 portfolios $1,000 Capital increase in value of 1,000 portfolios + $1,500 10% capital Plus + $150 Final Portfolio Value of 1,000 Capital Plus Protected Portfolios = $2,650 Alternatively Holders have the right (subject to exercising a minimum of 200 Capital Plus Protected Portfolios) to acquire the Final Portfolio of Shares at maturity for a nominal sum ($0.01 per Capital Plus Protected Portfolio). The capital Plus component ($150 in the example above) would be re-invested in the same Shares and in same proportion as those in the Final Portfolio. Investors therefore receive Shares with a market value equal to the Final Portfolio Value (Investors should refer to Section 1.10 for information regarding the treatment of Share fractions). The initial investment is only capital protected at maturity. That is if the value of the 1,000 Capital Plus Protected Portfolios, in six years time, is less than $1,000, the Holder will receive their original $1,000 unless they elect to have the Shares in the Portfolio delivered to them. Investors can opt to sell their Capital Plus Protected Portfolios on the ASX at any time during the investment term. The price at which Capital Plus Protected Portfolios may be sold on the ASX prior to the Maturity Date of the relevant Series of Capital Plus Protected Portfolios may result in the transferor realising less than the Capital Protected Amount which would have been available were the Capital Plus Protected Portfolios held till maturity. Macquarie will support a secondary market by offering to buy and sell Capital Plus Protected Portfolios on the ASX. 12

15 1.2 Historical performance of Capital Plus Protected Portfolios Should an investment in 1,000 Capital Plus Protected Portfolios comprise of exactly the same Shares as that comprised in the Capital Plus currently offered under this Offering Circular have been made six years ago, the performance of such series are summarised below. It should be noted that historical performance is not to be taken as a guarantee or indication of the future performance of either the Capital Plus Protected Portfolios or any Listed Entity. Series Start Maturity Final Portfolio Return Date Date Value (pa) Example A 7/10/1996 7/10/2002 $2, % Example B 7/12/1996 7/12/2002 $1, % Example C 7/02/1997 7/02/2003 $1, % Example D 7/04/1997 7/05/2003 $1, % Assumptions: each investment is of $1,000 and starts on the 7th day of each month and expires exactly six years later. Each Capital Plus has 110% gearing and Shares in the Portfolio are equally weighted on the Start Date (ie 10% in each Share). Telstra shares did not list until 17 November 1997, the weighting of Telstra shares initially in each Portfolio is based on the VWAP of Telstra shares over the first year of its trading. The final return is based on Cash Settlement of the Capital Plus Protected Portfolios. 1.3 Superannuation Investments Superannuation entities, such as self managed superannuation funds, are subject to restrictions on entering into borrowing arrangements and on the types of investments that can be made. Capital Plus Protected Portfolios may be an eligible investment for self-managed superannuation funds due to the capital protection provided by Macquarie at maturity and because they do not involve borrowing. Trustees and superannuation entities should obtain their own independent advice as to whether Capital Plus Protected Portfolios are an appropriate investment. 1.4 Fees Paid to Financial Advisers Macquarie may pay a placement fee for the Capital Plus Protected Portfolios to participating organisations of the ASX (including Macquarie Equities (Australia) Limited) and other licensed dealers and financial advisers approved by Macquarie whose stamp appears on the relevant Application Form. 1.5 Share Benefit Plans, Buy-back Offers and Dividends Potential investors should note that an investment in a Capital Plus Protected Portfolio will not confer any benefits of, or entitle Holders to participate in any dividends paid by a Listed Entity, or any plans of the Listed Entity for the investment or receipt of benefits in lieu of dividends including among other things, discount cards. 1.6 Transfers Transfers of Capital Plus Protected Portfolios will be effected on-market on SEATS through the parties stockbrokers in accordance with the ASX Business Rules and the Terms, subject to at least a minimum Marketable Parcel being transferred. 1.7 Stamp Duty No stamp duty will be payable on the transfer of Shares in a Listed Entity or on the transfer of Capital Plus Protected Portfolios. 1.8 No Voting Rights Holders of Capital Plus Protected Portfolios, 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 Entity. 13

16 SECTION 1 Introduction and Offer Summary continued 1.9 Maturity Date Each Series of Capital Plus Protected Portfolios offered under this Offering Circular will expire on the Maturity Dates specified for such Series in the Summary Table of Capital Plus Protected Portfolios on page 11. Potential investors should note, however, that the Maturity Date for a Series of Capital Plus Protected Portfolios may be brought forward if there is an Extraordinary Event or in other circumstances permitted by the Terms of Issue Completion Notices and Completion Price Holders of Capital Plus Protected Portfolios have the right (but are not obliged) to give a Completion Notice. However, once given, a Completion Notice is irrevocable and the Holder is obliged to pay the Completion Price, subject to Macquarie waiving this payment. A Holder who wishes to give a Completion Notice in relation to Capital Plus Protected Portfolios must lodge with Macquarie not later than 6.00 pm on the relevant Maturity Date a duly completed Completion Notice for the particular Capital Plus Protected Portfolio. Where a Holder gives a Completion Notice prior to the relevant Maturity Date, it will become effective only on the relevant Maturity Date, subject to the Capital Plus Protected Portfolio not having lapsed and there being no other Completion Notice given in respect of the Capital Plus Protected Portfolio which is effective. When lodging a Completion Notice, Holders should elect whether they wish to have delivered to them the Delivery Portfolio (ie physical delivery of shares) or whether they wish Macquarie to instruct a stockbroker to sell the securities in the Final Portfolio on their behalf and transmit to them the proceeds (less Brokerage and other Costs) together with any other property or cash which forms part of the Final Portfolio. If the Holder wishes Macquarie to deliver to it the Delivery Portfolio, it must select the Delivery Completion Notice box on the Completion Notice and specify the aggregate number of Capital Plus Protected Portfolios to be equal to or greater than 200. Any purported Delivery Completion Notice which does not relate to a minimum of 200 Capital Plus Protected Portfolios will be deemed to be a Sale Completion Notice. The Completion Price is $0.01 per Capital Plus Protected Portfolio. Macquarie reserves the right to waive payment of the Completion Price and in such case Macquarie will not regard a Completion Notice as ineffective merely because it is not accompanied by payment of the Completion Price. Where Macquarie would be required to deliver a fraction of a Share as part of the Delivery Portfolio, Macquarie will (a) deliver to the Holder the number of Shares rounded down to the nearest whole number; and (b) where the number of Shares to be delivered is rounded down to the nearest whole number, determine an amount, in its absolute discretion, representing the cash value of such remaining Share fractions, and procure the payment of such amount to the Holder. If the Holder wishes the Final Portfolio to be sold on their behalf they must select the Sale Completion Notice box on the Completion Notice. Macquarie will then instruct a stockbroker to sell on the Holder s behalf the Shares in the Final Portfolio for a price equal to the weighted average sale price of the Final Portfolio on the ASX on the 5 Trading Days after the Maturity Date (less Brokerage and other Costs). If the Completion Notice is signed by a person who is not recorded in the Register as being the Holder of the Capital Plus Protected Portfolios to which the Completion Notice relates it becomes effective at the later of the Maturity Date and the time the person who signed it becomes the Holder. However, if the person who signed does not become the Holder by the end of the fifth Business Day after the relevant Maturity Date, the Completion Notice is ineffective. To take account of the fact that trading in Capital Plus Protected Portfolios may continue until 4.15 p.m. on the relevant Maturity Date (the Closing Time for giving Completion Notice being 6.00 p.m. on that date) so that purchasers may not be registered as at the Closing Time, provision is included in the Terms to allow a person who claims to be entitled to be registered as the Holder of Capital Plus Protected Portfolios up to that time, to give a Completion Notice, which will be recognised as valid and effective provided that the person concerned is registered as the Holder within 5 Business Days after the relevant Maturity Date, and provided that no other Completion Notice is given in respect of the same Capital Plus 14