Esanda Dealer Finance Portfolio Acquisition and Capital Raising Presentation to Investors and Analysts 8 October 2015 Nicholas Moore , Managing Director and Chief Executive Officer Patrick Upfold , Chief Financial Officer NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Disclaimer The material in this presentation has been prepared by Macquarie Group Limited (ABN 94 122 169 279) (“Company”) and includes inf ormation about an institutional private placement (“Offer”) of ordinary shares in the Company (“Securities”). This presentation is not a prospectus under Australian law and does not constitute an invitation to subscribe for or buy any Securities or an offer for subscription or purchase of any Securities, including in any jurisdiction in which it would be unlawful, or a solicitation to engage in or refrain from engaging in any transaction. In particular, this presentation may not be distributed or released to any person, and the Securities may not be offered or sold, in any country outside Australia (including, but not limited to, the United States) except to institutional and professional investors (or in the case of the United States, only to “qualified institutional buyers” as defined in the U.S. Sec urities Act of 1933, as amended (the “Securities Act”)), and to the extent permitted pursuant to applicable exemptions from a ny prospectus or registration requirements, in certain countries as contemplated in the International Offer Restrictions set out in the message on Bloomberg regarding the Offer. Each of Macquarie Capital (Australia) Limited, Merrill Lynch Equities (Australia) Limited and J.P. Morgan Australia Limited (the “Joint Lead Managers”) and its affiliates, directors, partners, officers, employees and advisers (together with the Joint Lea d Managers, the “Lead Manager Group”) accepts no responsibility or liability for the contents of this presentation, makes no warranty or representation as to the accuracy of the information in this presentation and to the maximum extent permitted by law, excludes and disclaims all liability for losses incurred as the result of any information being inaccurate or incomplete. The Company and the members of the Lead Manager Group make no recommendation as to whether a reader of this presentation should participate in the Offer and makes no warranties concerning the Offer. The Offer is only available in Australia to certain persons who are professional investors or wholesale investors or other persons specified in section 708 of the Corporations Act 2001 (Cth) to whom a disclosure document is not required to be given under Chapter 6D of the Corporations Act 2001 (Cth). The information in this presentation is provided for general purposes only and does not take into account the investment objectives, financial situation and particular needs of investors. Before making an investment in the Company, including a decision whether or not to participate in the Offer, an investor or prospective investor should consider whether such an investment is appropriate to their particular investment objectives, financial situation and particular needs and consult a financial adviser if necessary. This presentation is based on information available to the Company. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of the Company, its affiliates, directors, partners, officers, employees or agents, and advisers, nor any other person accepts any liability for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of the Company or its affiliates, directors, partners, officers, employees and advisers. The information in this presentation is subject to change without notice and the Company may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation. This presentation may contain forward looking statements, forecasts, estimates and projections including on the Company’s fut ure financial performance and outlook (“Forward Statements”). Neither any member of the Lead Manager Group nor any independent third party has reviewed the reasonableness of any Forward Statements or the underlying assumptions. None of the Company, any of its related bodies corporate or any member of the Lead Manager Group represents or warrants that any Forward Statements will be achieved or will prove to be correct. Actual results could vary materially from any Forward Statements. Similarly, no representation or warranty is made that the assumptions on which the Forward Statements are based are reasonable. The reader acknowledges that neither it nor members of the Lead Manager Group intend that any member of the Lead Manager Group act or be responsible as a fiduciary to the reader, its officers, employees, consultants, agents, security holders, creditors or any other person. Each of the reader and the Lead Managers (on behalf of each other member of the Lead Manager Group), by accepting and providing this presentation respectively, expressly disclaims any fiduciary relationship and agrees that it is responsible for making its own independent judgments with respect to the Offer, any other transaction and any other matters arising in connection with this presentation. Members of the Lead Manager Group may have interests in the securities of the Company, including being directors of, or providing investment banking services to, the Company. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Managers may receive fees for acting in their capacities as lead managers and/or bookrunners, as applicable, to the Offer. The distribution of this presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Neither this presentation nor any copy hereof may be transmitted in the United States or distributed, directly or indirectly, in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, persons in the United States, unless the Securities have been registered under the Securities Act (which the Company has no obligation to do or to procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable United States state securities laws. By accessing this presentation, you agree to be bound by these limitations. Investors should be aware that certain financial data and ratios included in this presentation are “non - GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. The disclosure of such non-GAAP financial measures in the manner included in the presentation may not be permissible in a registration statement under the Securities Act. These non-GAAP financial measures do not have a standardized meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although the Company believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation. Investors should also note that the pro forma financial information for the Company does not purport to be in compliance with Article 11 of Regulation S-X. None of the entities noted in this presentation is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Cth). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of these entities. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PAGE 2
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