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					                                    Zero Cost Collar
Zero Cost Collar Select Facility




                                    Select Facility
                                     Product Disclosure Statement




                                     MQ STRUCTURED PRODUCTS
                                     TAILORED EQUITY SOLUTIONS




                                   17 May 2007
                                   Macquarie Bank Limited
                                   ABN 46 008 583 542 AFSL 237502
Important notice                                                        Underlying listed entities
This is a Product Disclosure Statement (“PDS”).                         References in this PDS to any Listed Entity are only included
                                                                        for the purposes of identifying the securities to which this
The date of this PDS is 17 May 2007.
                                                                        Facility may relate, and to the issuer of those securities. Such
Purpose                                                                 references are not an express or implied endorsement by
Under this PDS, Macquarie is inviting Applications for the Zero         any Listed Entity of this Facility. No Listed Entity accepts any
Cost Collar Select Facility.                                            responsibility for any statement in this PDS or assumes any
                                                                        liability in respect of this Facility.
Applications
Applications under this PDS must be made on the Application             Macquarie has prepared this PDS using only publicly available
Form included in or accompanying this PDS and may be made               information. No Listed Entity has been involved in its preparation
from the date of this PDS. To the extent permitted by law,              or given any information specifically to Macquarie for the
Macquarie may withdraw invitations and offers made under this           purpose of its preparation. Nothing in this PDS can be relied on
PDS at any time in its absolute discretion.                             as implying that there has been no change in the affairs of any
                                                                        Listed Entity or Macquarie since the date of this PDS, or as a
Potential investors should lodge their Application Form with
                                                                        representation as to the future in relation to any Listed Entity or
their stockbroker or licensed financial adviser, or directly with
                                                                        Macquarie.
Macquarie.
                                                                        Information in this PDS about any Listed Entity has not been
Cooling-off rights
                                                                        independently verified. Accordingly, we do not accept any
No cooling-off rights apply to the issue of the Facility. This          liability or responsibility for, and make no representation
means that, in most circumstances, you cannot withdraw a                or warranty, express or implied, as to the accuracy or
Transaction Request once it has been accepted.                          completeness of such information. You should make your own
Foreign jurisdictions                                                   enquiries.
No action has been taken to register or qualify, or otherwise to        Nothing in this PDS is an express or implied endorsement by
permit a public offering of, the Facility in any jurisdiction outside   us of an investment in the Facility or the securities of any Listed
of Australia.                                                           Entity.
This PDS is not an offer or invitation in any place in which, or to     Glossary
any person to whom, it would not be lawful to make such an              In Section 11 is a Glossary in which various words and phrases
offer or invitation. The distribution of this PDS outside Australia     used in this PDS are defined. If you do not understand a word
may be restricted by law. Persons who come into possession              or phrase you should refer to the Glossary. Capitalised words
of this PDS who are not in Australia should seek advice on              that are used in this PDS have the meaning set out in the
and observe such restrictions. Any failure to comply with such          Glossary, unless the context requires otherwise. Unless stated
restrictions may be a violation of applicable securities laws.          otherwise (a) all dollar amounts and performance data in this
In particular, the Facility has not, and will not, be registered        PDS are quoted in Australian dollars; and (b) all references to
under the United States Securities Act of 1933, as amended              time are to Sydney time.
(the “US Securities Act”), or the laws of any State of the United
States and may not be offered or sold within the United States           Experienced investors
or to, or for the account or benefit of, a US Person (as defined         You should not invest in this Facility unless you:
under Regulation S under the US Securities Act).                         ■ are familiar with shares, securities, options, securities
Changes and updates to information in this PDS                             lending and with leveraged investment in shares and
The information in this PDS is current as at the date of this PDS          securities generally; and
but may change from time to time. Where such information                 ■ understand and are comfortable with the risks of investing
changes, and such change is not materially adverse to you, we              in this Facility.
may update the information by posting a notice on our website
at www.macquarie.com.au/zcc. If you would like a free paper
copy of any updated information, please contact us on                    Further advice recommended
1800 803 010.                                                            An investment in this Facility involves financial and other risks
                                                                         and is only suitable for you if an investment in this Facility
Representations
                                                                         does not represent your complete investment portfolio or
This PDS has been prepared and issued by Macquarie as                    programme and if you fully understand the risks of investing
issuer. Any other parties distributing this product are only             in this Facility. Before making an investment in this Facility,
doing so as a distributor for Macquarie. You should only rely            you should:
on information in this PDS. No person is authorised to give any
information or to make any representation about the Facility that        ■ carefully read all of this PDS;
is not contained in this PDS. Any information or representation          ■ seek professional legal, taxation and financial advice to
not so contained may not be relied on as having been                       determine whether an investment in this Facility is right for
authorised by Macquarie.                                                   you; and
                                                                         ■ carefully consider the potential benefits and the risks
                                                                           involved in investing in this Facility, in light of your
                                                                           particular investment needs, objectives and financial and
                                                                           taxation circumstances.
                                                                         Underlying Securities
                                                                         You are responsible for selecting the securities for any Option
                                                                         Collar and Linked Stock Loan that you enter into. As such,
                                                                         the performance of any Option Collar and Linked Stock Loan
                                                                         will depend mainly on investment decisions made by you.
Product Disclosure Statement


Zero Cost Collar
Select Facility
Contents
02                            50
At a Glance                   Section 7
                              Equity Option Agreement
05
Section 1                     54
Investment Overview           Section 8
                              Securities Lending Agreement
08
Section 2                     59
Details of the Facility       Section 9
                              General Conditions
26
Section 3                     72
Risks you Should Consider     Section 10
                              Nominee Terms
32
Section 4                     74
Fees and Other Costs          Section 11
                              Glossary
36
Section 5                     85
Superannuation and Taxation   Section 12
Considerations                How to Apply

47                            89
Section 6                     Application Form
Additional Information
                              101
                              CHESS Instruction Form




                                                             1
    At a Glance

    To find information on the topics listed below, see the Section number listed. These “highlights” indicate the
    kind of information you can find in this PDS, but are not intended to be a complete summary. You should
    read all of this PDS carefully and seek professional legal, taxation and financial advice to determine whether
    an investment in the Facility, any Option Collar or Linked Stock Loan is appropriate for you.

     Topic              Highlights                                                                              More Info

     Issuer             Macquarie Bank Limited (ABN 46 008 583 542 and AFSL 237502)                             Section 6.1
                        No. 1 Martin Place
                        Sydney NSW 2000 Australia
                        Phone: 1800 803 010
                        Email:    equitysolutions@macquarie.com.au
                        Website: www.macquarie.com.au/zcc
                        (“Macquarie”, “we”, “us” or “our”).

     Product            Zero Cost Collar Select is an arrangement comprising a facility to:
                        ■ acquire Option Collars over your shareholdings from Macquarie; and                    Section 2.1
                        ■ lend those shares to Macquarie under a Stock Loan, from time to time.                 Section 2.2

     Option Collar      By entering into an Option Collar over your shareholding (“Shares”), at Maturity        Section 2.1
                        of the Option Collar the value of your Shares is protected from any fall in value
                        below the Protection Price. In order to obtain the benefit of this protection, you
                        would ordinarily need to pay us an option premium (“Fixed Premium”).
                        However, you can reduce the amount of the Fixed Premium by setting a Cap
                        Price. If you set a Cap Price, you will need to pay us an additional option
                        premium at Maturity equal to the amount by which the Closing Price of the
                        Shares exceeds the Cap Price (“Variable Premium”).
                        By also setting a Cap Price, the value of your Shares is “collared” at Maturity by
                        the Protection Price at the lower end (protecting against downside risk) and the
                        Cap Price at the upper end (limiting gains).
                        Ordinarily, we will calculate the Cap Price that will offset the cost of your chosen
                        Protection Price so that you do not have to pay a Fixed Premium (a “zero cost”
                        collar). We can also tailor an Option Collar for you and, for an additional cost, set
                        a higher Cap Price or no Cap Price at all.

     Linked Stock       When you enter into an Option Collar you will be required to lend the Shares            Section 2.2
     Loan               which are the subject of your Option Collar to us under a Stock Loan (“Linked
                        Stock Loan”).
                        During the term of the Linked Stock Loan, you will continue to receive the
                        benefits of any distributions and franking credits (or a payment in cash equal
                        to the value of the distribution or franking credits) you would have been entitled
                        to if you still held the Shares, as these will be passed through to you or your
                        Nominee by Macquarie.
                        We will pay you a Stock Loan Fee for borrowing your Shares.
                        On or about the Maturity of the Option Collar, we will redeliver shares equivalent
                        to the shares lent by you under the Linked Stock Loan (as adjusted from time to
                        time) (“Equivalent Shares”) to enable you to exercise the Options in your Option
                        Collar at Maturity, should you wish to do so.




2
Topic              Highlights                                                                              More Info

At Maturity        You have two alternatives at the Maturity of an Option Collar and Linked Stock          Sections 2.1.7,
                   Loan, depending on where the Closing Price of the Share finishes.                        2.1.8, and 2.1.9
                   If the Closing Price of the Share at Maturity is less than or equal to the Protection
                   Price of your Options, you can exercise your Options and elect to either:
                   ■ keep the Shares and receive the Cash Settlement Amount (which is an
                      amount in cash equal to the difference between the Closing Price of the
                      Shares and the Protection Price for each Option);
                   ■ sell the Shares to us for the Protection Price, and receive an amount in cash
                      equal to the Protection Price.
                   If the Closing Price of the Share at Maturity is greater than the Protection Price
                   of your Options but less than the Cap Price, your Options will lapse but you can
                   elect to either:
                   ■ keep the Shares; or
                   ■ sell the Shares and receive the sale proceeds.
                   If the Closing Price of the Share at Maturity is greater than the Cap Price of your
                   Options, your Options will lapse but you can elect to either:
                   ■ keep the Shares. To do this you will need to pay us the Variable Premium
                      (which is the amount by which the Closing Price of the Shares exceeds the
                      Cap Price); or
                   ■ sell the Shares and receive the sale proceeds less any Variable Premium.

Valuation Date /   The Valuation Date is the day on which we determine whether the Closing Price           Section 2.1.6
Maturity           of the Share is above or below the Protection Price or Cap Price of your Option
                   Collar. It is also the day on which the Shares will be sold if you have given a valid
                   Sell Instruction.
                   The Valuation Date of your Option Collar generally occurs on the Maturity Date,
                   but this may be delayed where a Market Disruption Event occurs.

Reference          The Facility is available for a wide variety of ASX listed securities. Please contact   Section 2.1.1
Shares             us to discuss whether Zero Cost Collar Select is available over the securities you
                   hold.

Minimum Option     The shareholding you wish to protect under an Option Collar must have a                 Section 2.1.1
Collar Value       market value of at least $100,000. We may at our discretion accept Applications
                   for Option Collars for lesser amounts.

Investment Term    Choose the investment term from six (6) months up to five (5) years. We may,             Section 2.1.1
                   at our discretion, accept Applications for Option Collars with either a shorter or
                   longer term.

Fees and other     In consideration for each Option, you agree to pay us:                                  Section 4
costs              ■ a Fixed Premium when acquiring an Option Collar (if you don’t want a ‘zero
                      cost’ collar);
                   ■ a Variable Premium if the Closing Price of the Share at Maturity is above your
                      Cap Price; and
                   ■ Option Break Costs where your Option Collar is terminated or matures early.
                   Other fees and costs may also be payable by you.




                                                                                                                              3
At a Glance   Topic               Highlights                                                                          More Info

              Adviser             An upfront fee for each Option Collar will be payable by us (out of our own         Section 4.3
              Remuneration        funds) to your financial adviser at a standard rate of 0.11% (incl GST) of the
                                  Protected Value, unless your adviser notifies us that you have agreed a higher
                                  fee of up to 1.65% (incl GST).
                                  A member of the Macquarie Group may make further discretionary payments to
                                  your financial adviser out of its own funds.

              Taxation            The taxation outcome of entering into the Facility will depend on your individual   Section 5.2
              Considerations      circumstances.

              How do I apply      ■ Carefully read all of this PDS;                                                   Section 12
              for the Facility?   ■ Consult your professional legal, taxation and financial adviser; and
                                  ■ Complete and submit an Application Form.




 4
Section 1


Investment Overview

This Section contains a brief summary                   In this way, the value of your Shares is “collared”
                                                        by the Protection Price at the lower end (protecting
only of certain material features of
                                                        against downside risk) and the Cap Price at the
Zero Cost Collar Select. Detailed                       upper end (limiting price gains). The effect of the
information relating to Zero Cost Collar                Option Collar at Maturity is shown in the diagram
Select can be found in the following                    below.
Sections of this PDS. You should read                       Diagram 1
this PDS in its entirety before making                  0

any investment decision.                                0                                                                  Cap Price


1.1                                                     0


What is the Zero Cost Collar                            0

                                                        0
Select Facility?                                                                    Protection Price
                                                        0

The Zero Cost Collar Select Facility can be used        0
                                                            0           6          12           18         24        30            36
to protect the value of Shares you hold. Zero Cost                          Closing Price of the Share at Maturity
Collar Select comprises two parts:                              Decitectet Vie                         Vonceur Dou        Monsecteur


The Option Collar                                       The standard Option Collars we offer under this
                                                        Facility are “zero cost” (see “What we mean by
Zero Cost Collar Select allows you to protect the
                                                        zero cost” in Section 1.4). That is, you choose your
value of your Shares at a future time (Maturity)
                                                        Protection Price and we then calculate what the Cap
by acquiring an Option Collar. An Option Collar
                                                        Price must be, given your chosen Protection Price,
comprises “European” put options relating to
                                                        so that you pay nothing upfront for your Option
Shares you hold (one Option per Share) that have a
                                                        Collar.
Protection Price and a Cap Price. At Maturity:
                                                        The level of the Protection Price and Cap Price may
■ the value of your Shares is protected from falls in
                                                        also be tailored to your own requirements. You can
  value below the Protection Price; and
                                                        pay a premium for a higher Cap Price than you
■ you will forego all Share price gains above the       would receive under a “zero cost” collar, or to have
  Cap Price.                                            no Cap Price at all.

                                                        The Linked Stock Loan
                                                        Each time you enter into an Option Collar under
                                                        Zero Cost Collar Select you also enter into a Stock
                                                        Loan (“Linked Stock Loan”). Under the Linked Stock
                                                        Loan, you transfer to Macquarie the legal title to the
                                                        Shares to which your Option Collar relates for the
                                                        term of that Option Collar.
                                                        Macquarie will pay you a Stock Loan Fee for the
                                                        Linked Stock Loan.
                                                        Any adjustments which may be made by Macquarie
                                                        to the number or type of Shares which it is obliged
                                                        to redeliver to you under the Linked Stock Loan as a
                                                        result of corporate actions affecting the Shares will,
                                                        to the extent reasonably practicable, be matched
                                                        by corresponding adjustments by Macquarie to the
                                                        number and type of Shares which are the subject of
                                                        the related Option Collar.




                                                                                                                                        5
    On the Redelivery Date (which usually occurs on            1.3
    or around the Maturity of the related Option Collar),
    Macquarie will (if you are not in default) redeliver the
                                                               What are some of the risks
    Shares to you. On redelivery, you can then either:         associated with Zero Cost Collar
    ■ use the Shares to settle any Physical Settlement
                                                               Select?
      of the Options in the Option Collar (if the Closing      As with any investment decision, you need to
      Price of the Shares at Maturity is less than the         consider an investment in the Facility carefully and in
      Protection Price of the Option);                         light of your individual circumstances. Before making
    ■ sell the Shares for the Closing Price on the
                                                               any investment decision, you should read Section 3
      Maturity Date in which case any Variable                 of this PDS for more detailed information about the
      Premium or other amounts you owe us will be              risks of investing in Zero Cost Collar Select.
      deducted from the sale proceeds; or                      Some of the significant risks of investing in Zero
    ■ simply keep the Shares.
                                                               Cost Collar Select include:
                                                               ■ foregoing potential profits on the Shares where
    1.2                                                          the Closing Price of the Share at Maturity is
    What are some of the benefits of                              greater than the Cap Price (because you will be
    Zero Cost Collar Select?                                     required to pay us the Variable Premium) (see
                                                                 Sections 2.1.5 and 3.1);
    ■ The Option Collar protects the value of your
                                                               ■ you will only receive the Protection Price on
      Shares at Maturity against falls in value below the
      Protection Price;                                          exercise of your Options at Maturity (see Section
                                                                 3.2);
    ■ You retain the benefit of any Share price rises that
                                                               ■ the occurrence of a Maturity Acceleration Event
      are less than the Cap Price of your Option Collar;
                                                                 or an Event of Default may result in the early
    ■ Depending on the levels of the Protection Price            termination or maturity of your Option Collar and
      and Cap Price, the Option Collar may be provided           Linked Stock Loan (see Sections 2.4, 2.5 and
      to you at zero cost (that is, no Fixed Premium             3.3);
      – see Section 1.4);
                                                               ■ termination of your Linked Stock Loan for
    ■ The terms of your Option Collar including the              any reason (including for your failure to pay
      Protection Price, Cap Price and Maturity Date              the Variable Premium or Option Break Costs)
      may be tailored to your requirements;                      resulting in the Shares not being redelivered to
    ■ Terms from six (6) months up to five (5) years are          you (which may have adverse tax consequences
      available for your Option Collar;                          for you) (see Section 5.2); and

    ■ You receive all ordinary dividend income and             ■ you may have to pay substantial Option Break
      franking credits attached to the Shares borrowed           Costs if an Option Collar terminates early or is
      by us under the Linked Stock Loan (subject to              subject to a Maturity Acceleration Event (see
      satisfaction of the requirements of the Tax Act –          Section 4.2).
      see Sections 3.8 and 5.2);
    ■ The Linked Stock Loan provides you with
      additional income (the Stock Loan Fee) – which
      can be used to offset the costs of any upfront
      Fixed Premium; and
    ■ The Option Collar and Linked Stock Loan may
      be an eligible investment for self-managed
      superannuation funds (see Section 5.1).




6
1.4                                                    1.5                                                          Section 1
How much does Zero Cost Collar                         Can I terminate Zero Cost Collar                           Investment
Select cost?                                           Select early or accelerate the                               Overview
There may be fees and charges payable by you           Maturity Date?
in relation to any Option Collar you acquire and       You may request to accelerate the Maturity Date of
any Linked Stock Loan you enter into. For more         an Option Collar under your Zero Cost Collar Select
information on fees, costs and charges, please see     Facility. The Maturity Date of your Option Collar may
Section 4 – “Fees and Other Costs”.                    also be brought forward for reasons beyond your
                                                       control. Any early Maturity Date will also bring forward
 What we mean by “zero cost”                           the Redelivery Date of your Linked Stock Loan.
 Any reference to “zero cost” in this PDS is not
                                                       If an Early Maturity Date occurs in relation to your
 intended to suggest that there is no cost to you
                                                       Option Collar, you may have to pay Option Break
 in acquiring an Option Collar and a Linked Stock
                                                       Costs. See Sections 2.5 and 4.2 for more information
 Loan. It merely indicates that the Option Collar
                                                       about the early maturity of Option Collars.
 and any Linked Stock Loan will be “zero cost” in
 the sense that the Protection Price and the Cap       You should be aware that an Option Collar and
 Price may be set at levels which involve no upfront   Linked Stock Loan may be terminated by us if you
 payment from you to acquire the Option Collar         default or for reasons beyond your control and that,
 and Linked Stock Loan.                                in these circumstances, you may also have to pay
                                                       Option Break Costs. See Sections 2.4 and 4.2 for
 Also, even if your Option Collar and any Linked
                                                       more information about the early termination of
 Stock Loan is zero cost, you may still be required
                                                       Option Collars and Linked Stock Loans.
 to make a payment at Maturity depending on the
 Closing Price of the Share (ie. a Variable Premium)
 (see Section 4 – “Fees and Other Costs” for more
 information).




                                                                                                                          7
    Section 2


    Details of the Facility

    This Section is a summary of the                        If you specify a Protection Price and a Cap Price,
                                                            we will advise you whether your selected Option
    important features of the Zero Cost
                                                            Collar is “zero cost” or whether a Fixed Premium is
    Collar Select Facility. The contractual                 payable. Alternatively, you can specify your desired
    terms are contained in the Equity                       Protection Price and we will determine what the
    Option Agreement in Section 7,                          Cap Price must be for your Option Collar to be “zero
                                                            cost”. You should be aware that the relationship
    Securities Lending Agreement in
                                                            between the Protection Price and the Cap Price
    Section 8, General Conditions in                        for Options under a “zero cost” collar is not always
    Section 9 and the Nominee Terms in                      linear. That is, the Protection Price and Cap Price
    Section 10. You agree to be bound                       will not always be the same distance from the
                                                            current share price (eg. $85.00 and $115.00 where
    by the contractual terms when you
                                                            the current share price is $100.00). The levels of
    execute an Application Form. You                        the Protection Price and Cap Price for a “zero cost”
    should read and understand the                          collar are determined on a share by share basis by
    contractual terms before entering into                  reference to, among other things, the volatility of the
                                                            price of the relevant share, the expected dividends,
    an Option Collar and Linked Stock
                                                            the Term of the Option Collar you’ve chosen, and
    Loan under the Facility. You should                     general market interest rates.
    also obtain professional advice which
                                                            Remember, each Transaction Request must relate
    takes into account what you currently                   to shares which have a market value of at least
    have, and what you want and need for                    $100,000.
    your financial future.                                   We may, at our discretion, decide to accept
                                                            Transaction Requests for Option Collars with either
    2.1
                                                            a shorter or longer term, or which relate to a market
    The Option Collar                                       value of less than $100,000.
    The complete terms of the Option Collar are set         Quotes for various Option Collars can be obtained
    out in the Equity Option Agreement (see Section 7).     by contacting us on the number set out in the
    This Section sets out a summary of the important        Directory on the back page of this PDS.
    features of an Option Collar.
                                                            Acceptance of a Transaction Request for an
    2.1.1                                                   Option Collar
    What are the terms of my Option Collar?
                                                            Once your Transaction Request for an Option Collar
    Once your Application for a Zero Cost Collar Select     has been accepted by us:
    Facility has been accepted by us, you can make an
                                                            ■ you must pay to us any Fixed Premium on the
    offer to apply for an Option Collar and Linked Stock
                                                              Fixed Premium Payment Date(s);
    Loan (a “Transaction Request”) on any Business
    Day. You can make your Transaction Request by           ■ you must transfer the Shares related to your
    contacting us on (02) 9223 2882. Your Transaction         Option Collar to the Nominee. A copy of the
    Request must generally specify the terms of the           CHESS Instruction Form to make this transfer
    Option Collar that you want, including:                   may be obtained by contacting us on the number
                                                              set out in the Directory on the back page of this
    ■ the share or other security that your Option Collar
                                                              PDS;
      will relate to (the Share);
                                                            ■ the Shares will then be transferred to us under
    ■ the number of Shares that your Option Collar will
                                                              the Linked Stock Loan (see Section 2.2);
      relate to (the Number of Options);
                                                            ■ we will issue your Options to you; and
    ■ the price at which you want the Shares to be
      protected at Maturity (the Protection Price);         ■ we will send you a Confirmation outlining the
                                                              terms of your Option Collar.
    ■ the price above which you are happy to pay to
      us any gains on the Shares at Maturity (the Cap       We may reject your request for an Option Collar for
      Price); and                                           any reason.
    ■ the desired term of your Option Collar from six (6)
      months to five (5) years (the Term) .
8
2.1.2                                                     At any time prior to the transfer of the Shares
How do I exercise my Options?                             to us as a result of the Physical Settlement of
The Options in your Option Collar are “European”          your Options, we reserve the right to apply Cash
style options. That is, they may only be exercised        Settlement to your Option Collar (ie. to refuse to take
between 9:00am and 4:00pm (Sydney time) on their          a transfer of the Shares).
Maturity Date. You can exercise your Options during       If you do not provide us with a Physical Settlement
this period by notifying us that you wish to do so        Request, or we do not accept your Physical
either in writing or verbally (on the number set out in   Settlement Request, and the Closing Price of the
the Directory on the back page of this PDS).              Share is below the Protection Price at Maturity, Cash
If you give us a valid Physical Settlement Request        Settlement will apply to your Option Collar (provided
(see below) and the Closing Price of the Share is         you have exercised your Options).
below the Protection Price of your Option Collar
at Maturity, we will treat your Physical Settlement        A note on Cash Settlement and Physical
Request as a notice from you during the Exercise           Settlement for Options
Period to exercise your Options to which the               Remember: The Options are put options that allow
Physical Settlement Request relates.                       you to “put” (or sell) Macquarie a share, so Physical
                                                           Settlement and Cash Settlement might have
2.1.3                                                      different meanings to those you would expect.
Can I elect Cash or Physical Settlement of my
Options?                                                   If you choose Physical Settlement for your
                                                           Options at Maturity, provided you are not in
At Maturity (provided you are not in default), we will
                                                           default, you are choosing to sell the Shares that
always return the Shares to you under the Linked
                                                           we will redeliver to you (or your Nominee).
Stock Loan. Your choice of Physical Settlement
or Cash Settlement of your Options, will impact            On the other hand, if you choose Cash Settlement
whether you keep or sell those Shares.                     for your Options at Maturity, you are choosing,
                                                           provided you are not in default and do not give
You can request that Physical Settlement apply to
                                                           a Sell Instruction, to keep the Shares that we will
the Options in your Option Collar by giving us a valid
                                                           redeliver to you (or your Nominee).
Physical Settlement Request. A Physical Settlement
Request can be given by you to us no earlier than
fifteen (15) Business Days and no later than five (5)
Business Days before the Maturity Date. You can
only cancel a Physical Settlement Request you
have given to us by giving us notice at least five (5)
Business Days before the Maturity Date.
At Maturity, a Physical Settlement Request will
constitute:
■ where the Closing Price of the Share is below
  the Protection Price at Maturity, a notice to us
  to exercise your Options; or
■ where the Closing Price of the Share is above
  the Protection Price at Maturity, a notice from
  you to sell your shares at Maturity of the Option
  Collar for the Closing Price (referred to as a “Sell
  Instruction” – see Section 2.1.4 for details).




                                                                                                                    9
     2.1.4                                                      2.1.6
     What is a Sell Instruction?                                What is the Valuation Date?
     A Sell Instruction is a notice from you to us that you     The Valuation Date is the day on which we
     wish to sell the Shares that we will redeliver to you      determine whether the Closing Price of the Share
     (or your Nominee) under the Linked Stock Loan at           is above or below the Protection Price or Cap Price
     Maturity of the Option Collar. A Sell Instruction can      of your Option Collar. It is also the day on which
     be given by you to us no earlier than fifteen (15)          the Shares to be delivered to you under the Linked
     Business Days and no later than five (5) Business           Stock Loan will be sold if you have given us a valid
     Days prior to the Maturity Date. A Sell Instruction        Sell Instruction, or if Physical Settlement applies to
     can only be withdrawn by notice received by us             your Option Collar.
     at least five (5) Business Days before the Maturity
                                                                The Valuation Date of your Option Collar is generally
     Date. A Sell Instruction is a direction by you to the
                                                                the Maturity Date. However, where a Market
     Nominee to either:
                                                                Disruption Event occurs, the Valuation Date may be
     (a) sell the Shares to Macquarie as principal; or          postponed to the next Business Day on which there
                                                                is no Market Disruption Event. If a Market Disruption
     (b) arrange for the sale of the Shares on the ASX,
                                                                Event occurs on each of the ten (10) Business Days
     on the Valuation Date at the Closing Price. We will        following the Maturity Date, then that tenth (10th)
     determine in our discretion whether (a) or (b) above       Business Day will be the Valuation Date, and we
     will apply.                                                will determine the Closing Price of the Share. The
                                                                Closing Price we determined will subsequently be
     If we purchase the Shares from you as principal,
                                                                used to determine whether the Closing Price of the
     we will pay to you, on the Settlement Date, the sale
                                                                Share is above or below the Protection Price or Cap
     proceeds less any amounts you owe to us (ie. any
                                                                Price of your Option, and, where we accept your Sell
     Variable Premium) (the “Investor Liability”). If the
                                                                Instruction, the sale price of the Shares.
     Nominee sells the Shares on the ASX, you direct the
     Nominee to pay from the sale proceeds:                     You should be aware that if the Valuation Date of
                                                                your Option Collar is delayed, the Settlement Date,
     ■ the Investor Liability to Macquarie; and
                                                                which is the day on which we pay to you either the
     ■ the balance of the sale proceeds, after the              Cash Settlement Amount or the Protected Value
       deduction referred to above, to you.                     (depending on whether Cash or Physical Settlement
     If you give us both a Sell Instruction and a Physical      applies), and, where you have given us a valid Sell
     Settlement Request, we will treat your Sell                Instruction, the balance of the sale proceeds of
     Instruction as invalid if the Closing Price of the Share   your Shares, will be delayed until the day which is
     is below the Protection Price at Maturity and your         generally three (3) Business Days following the final
     Physical Settlement Request as invalid in any other        Valuation Date.
     circumstances.
                                                                 What is a Market Disruption Event?
     2.1.5                                                       A Market Disruption Event may occur when:
     What is the Variable Premium?
                                                                 ■ there is any suspension of, or limitation
     The Variable Premium is the amount by which the
                                                                   imposed on, trading by the ASX or any Related
     Closing Price of the Share exceeds the Cap Price
                                                                   Exchange in the Shares or any futures or
     on the Valuation Date. The effect of the Variable
                                                                   options relating to the Shares;
     Premium is that you effectively pay any gains in the
     Share price above the Cap Price to us; that is, your        ■ any event occurs which impairs the ability of
     potential gains on the Share are capped at the Cap            market participants on the ASX or any Related
     Price. The Variable Premium is payable to us on the           Exchange to effect transactions in, or obtain
     Variable Premium Payment Date, which is generally             market values, for the Shares or futures or
     three (3) Business Days after the Valuation Date.             options relating to the Shares; or
                                                                 ■ the ASX or any Related Exchange closes early
                                                                   and does not give notice of such early closure
                                                                   at least one hour beforehand,
                                                                 which we determine to be material.


10
2.1.7                                                      Cash Settlement                                           Section 2
What happens at Maturity if I exercise my
Options?                                                    If you choose Cash Settlement for your Options           Details of
At Maturity (unless you are in default) we will always
                                                            and do not give a Sell Instruction, you are            the Facility
                                                            choosing to retain the Shares we transfer to you
redeliver Shares to you (or your Nominee) under
                                                            under the Linked Stock Loan.
the Linked Stock Loan. Your choice of Physical
Settlement or Cash Settlement of your Options will         If Cash Settlement applies to your Option Collar and:
impact whether you keep or sell those Shares.
                                                           ■ the Closing Price is less than the Protection
If you have exercised your Options at Maturity, your         Price: you will receive the Cash Settlement
Options will be:                                             Amount (calculated as the Protection Price less
■ where we have accepted your Physical                       the Closing Price) for each Option, and we will
  Settlement Request, Physically Settled; or                 redeliver the Shares to you under the Linked
                                                             Stock Loan, on the Settlement Date;
■ otherwise, Cash Settled.
                                                           ■ the Closing Price is between the Protection
Physical Settlement                                          Price and the Cap Price: the Options will lapse
                                                             unexercised and there will be no payments made
 If you choose Physical Settlement for your
                                                             by you or by us. We will redeliver the Shares
 Options, you are choosing to sell the number of
                                                             to you under the Linked Stock Loan on the
 Shares to which the Options relate at Maturity.
                                                             Settlement Date; or
 This means that you will no longer hold any
 Shares following Maturity of the Option Collar and        ■ the Closing Price is above the Cap Price: the
 Linked Stock Loan.                                          Options will lapse unexercised and you must pay
                                                             us the Variable Premium on the Variable Premium
If we have accepted your Physical Settlement                 Payment Date (calculated for each Option as the
Request and:                                                 Closing Price less the Cap Price). Provided you
                                                             are not in default, we will redeliver the Shares to
■ the Closing Price is less than the Protection
                                                             you under the Linked Stock Loan no later than
  Price: you will sell each Share to which the Option
                                                             ten (10) Business Days after the Valuation Date.
  Collar relates to us for the Protection Price under
  the Option Collar. We will pay this amount to you
  on the Settlement Date of the Option Collar;
■ the Closing Price is between the Protection
  Price and the Cap Price: the Options will lapse
  unexercised. As the Closing Price is greater than
  the Protection Price, your Physical Settlement
  Request will be treated as a Sell Instruction, so all
  of the Shares to which the Option Collar relates
  will be sold by you (to us or to a third party) at the
  Closing Price on the Valuation Date. In this case,
  you will receive an amount on the Settlement
  Date equal to the sale proceeds; or
■ the Closing Price is above the Cap Price:
  the Options will lapse unexercised and you will
  be required to pay us the Variable Premium for
  every Option in the Option Collar (calculated
  as the Closing Price minus the Cap Price). As
  the Closing Price is greater than the Protection
  Price, your Physical Settlement Request will be
  treated as a Sell Instruction, so all of the Shares
  to which your Option Collar relates will be sold by
  you at the Closing Price on the Valuation Date.
  In this case, you will receive an amount on the
  Settlement Date equal to the sale proceeds less
  the Variable Premium.
                                                                                                                           11
     Examples
     This is an illustrative example of how the Facility may
     operate. The figures used are illustrative only and
     should not be taken as an indication or commitment
     by us as to the level of prices that will actually apply
     under the Facility.
     Trustee Co owns 10,000 XYZ shares it purchased
     a few years ago at $10.00 and wishes to protect its
     gains now that XYZ is trading at $20.00. Trustee Co
     would like some protection below current prices to
     ensure its gains are not completely lost and is happy
     to give up any gains on its stock at higher levels.

     Trustee Co requests the following matrix of one year “zero cost” collar pricing from us:

      Term            Initial Share    Protection       Protection   Cap Price %     Cap Price $   Fixed
                      Price            Price %          Price $                                    Premium

      1 Year          $20.00           80%              $16.00       120%            $24.00        $0.00

      1 Year          $20.00           85%              $17.00       115%            $23.00        $0.00

      1 Year          $20.00           90%              $18.00       110%            $22.00        $0.00

     Trustee Co decides to take out a one year Option Collar with a Protection Price of $17.00 and a Cap Price of
     $23.00.




12
At Maturity, Trustee Co’s position will depend on the Closing Price of XYZ and whether Physical Settlement                   Section 2
or Cash Settlement applies.
                                                                                                                             Details of
 Scenario          Physical Settlement Request Accepted                         Cash Settlement Applies                    the Facility
 Closing Price =   Trustee Co exercises the Options and thereby sells           Trustee Co exercises the Options and
 $15.00            10,000 XYZ shares to us on the Valuation Date.               we pay it the Cash Settlement Amount
                   We redeliver 10,000 XYZ shares to the Investor’s             of $20,000 ([$17.00 - $15.00] x 10,000
                   Nominee on the Valuation Date under the Linked Stock         Options) on the Settlement Date.
                   Loan.                                                        We redeliver 10,000 XYZ shares to the
                   Trustee Co directs the Nominee to deliver 10,000 XYZ         Nominee on the Settlement Date under
                   shares to us on the Valuation Date to satisfy the Physical   the Linked Stock Loan.
                   Settlement of the Option Collar.                             Trustee Co retains 10,000 XYZ shares
                   We pay Trustee Co $170,000 (10,000 shares x $17.00)          (currently worth $150,000) and, with
                   as the Protected Value on the Settlement Date.               the $20,000 Cash Settlement Amount,
                                                                                has a current total investment value of
                                                                                $170,000.

 Closing Price =   Options lapse unexercised, the Physical Settlement           Options lapse unexercised and we
 $22.00            Request constitutes a Sell Instruction and Trustee Co        redeliver 10,000 XYZ shares to the
                   instructs the Nominee to sell 10,000 XYZ shares at the       Investor’s Nominee on the Settlement
                   Closing Price on the Valuation Date.                         Date under the Linked Stock Loan.
                   Macquarie determines that the Sell Instruction will be       Trustee Co retains 10,000 XYZ shares
                   executed by a sale to Macquarie as principal.                (currently worth $220,000). No payments
                   As we are purchasing the shares as principal:                are made under the Option Collar.
                   ■ we redeliver 10,000 XYZ shares to the Investor’s
                      Nominee on the Valuation Date under the Linked
                      Stock Loan; and
                   ■ in accordance with the Sell Instruction the Nominee
                      delivers 10,000 XYZ shares to us on behalf of
                      Trustee Co on the Valuation Date.
                   Trustee Co receives sale proceeds of $220,000 on the
                   Settlement Date.

 Closing Price =   Options lapse unexercised, the Physical Settlement           Options lapse unexercised and Trustee
 $25.00            Request constitutes a Sell Instruction and Trustee Co        Co pays us the Variable Premium of
                   instructs Nominee to sell 10,000 XYZ shares at the           $20,000 ([$25.00 - $23.00] x 10,000
                   Closing Price on the Valuation Date.                         options) on the Variable Premium
                   Macquarie determines that the Sell Instruction will be       Payment Date.
                   executed by a sale to Macquarie as principal.                We redeliver 10,000 XYZ shares to the
                   As we are purchasing the shares as principal:                Investor’s Nominee on the Redelivery
                                                                                Date under the Linked Stock Loan and
                   ■ we redeliver 10,000 XYZ shares to the Investor’s
                                                                                Trustee Co retains 10,000 XYZ shares
                      Nominee on the Valuation Date under the Linked
                                                                                (currently worth $250,000).
                      Stock Loan; and
                                                                                Total investment value for Trustee Co is
                   ■ in accordance with the Sell Instruction the Nominee
                                                                                $230,000.
                      delivers 10,000 XYZ shares to us on behalf of
                      Trustee Co on the Valuation Date.
                   Trustee Co receives the sale proceeds of $250,000 less
                   the Variable Premium for all Options of $20,000 ([$25.00
                   - $23.00] x 10,000 options) on the Settlement Date.
                   Trustee Co receives $230,000 on the Settlement Date.




                                                                                                                                   13
     2.1.8
     What happens at Maturity if I don’t exercise my            Scenario          Options Not Exercised
     Options?
                                                                Closing Price =   Trustee Co has not exercised
     If you have not exercised your Options at the end of       $15.00            the Options and we pay Trustee
     the Exercise Period, your Options will automatically                         Co the Assessed Value Payment
     lapse. Where the Closing Price of the Share is less                          of $19,000 (95% x [$17.00 -
     than the Protection Price at Maturity, you may be                            $15.00] x 10,000 Options) on the
     entitled to receive an Assessed Value Payment.                               Settlement Date.
     The Assessed Value Payment is an amount equal                                We redeliver 10,000 XYZ shares
     to 95% of the Cash Settlement Amount that would                              to the Investor’s Nominee on the
     have been paid to you had you exercised your                                 Settlement Date under the Linked
     Options during the Exercise Period.                                          Stock Loan.
                                                                                  Trustee Co retains its 10,000 XYZ
     You should be aware that if you have not exercised
                                                                                  shares (currently worth $150,000)
     your Options and the Closing Price is above the                              and, with the $19,000 Assessed
     Cap Price, you are still required to pay the Variable                        Value Payment, has a current total
     Premium to us. See Section 2.1.10 below for                                  investment value of $169,000.
     information about what happens if you fail to pay the
     Variable Premium.                                          Closing Price =   We redeliver 10,000 XYZ shares
                                                                $22.00            to the Investor’s Nominee on the
     Example                                                                      Settlement Date under the Linked
     This is an illustrative example of how the Facility may                      Stock Loan.
     operate. The figures used are illustrative only and                           Trustee Co retains 10,000
     should not be taken as an indication or commitment                           XYZ shares (currently worth
     by us as to the level of prices that will actually apply                     $220,000).
     under the Facility.
                                                                Closing Price =   Trustee Co pays us the Variable
     Continuing the example from Section 2.1.7, assume          $25.00            Premium of $20,000 ([$25.00
     that Trustee Co had not exercised its Options.                               - $23.00] x 10,000 options).
                                                                                  We redeliver 10,000 XYZ shares
                                                                                  to the Investor’s Nominee under
                                                                                  the Linked Stock Loan.
                                                                                  Trustee Co retains 10,000
                                                                                  XYZ shares (currently worth
                                                                                  $250,000).
                                                                                  Total investment value for Trustee
                                                                                  Co is $230,000.




14
2.1.9                                                   Example                                                     Section 2
What happens at Maturity if I give a Sell               This is an illustrative example of how the Facility may
Instruction?                                            operate. The figures used are illustrative only and
                                                                                                                    Details of
If you give us a valid Sell Instruction, at Maturity    should not be taken as an indication or commitment        the Facility
either:                                                 by us as to the level of prices or costs that will
                                                        actually apply under the Facility.
(a) we will purchase from you (as principal) the
    Shares redelivered to you under the Linked          Continuing the example from Section 2.1.7, assume
    Stock Loan; or                                      that the Closing Price was $25.00 and Trustee Co
                                                        has to pay to us the Variable Premium of $20,000
(b) the Nominee will arrange for the sale of those      (calculated as [$25.00 - $23.00] x 10,000 options)
    Shares on the ASX,                                  on the Variable Premium Payment Date. As Trustee
on the Valuation Date at the Closing Price. We will     Co has given a Sell Instruction (and we have
determine in our sole discretion whether (a) or (b)     decided to purchase your Shares as principal):
above will apply.                                       ■ we will purchase the Shares from Trustee Co as
If we purchase the Shares from you as principal,          principal on the Valuation Date for the Closing
we will pay to you on the Settlement Date the sale        Price (total sale proceeds of $250,000 = $25.00 x
proceeds less any amounts you owe to us (ie.              10,000 options);
any Variable Premium) (“Investor Liability”). If the    ■ the Variable Premium of $20,000 and any other
Nominee sells the Shares on the ASX, you direct the       monies Trustee Co owes us will be deducted
Nominee to pay from the sale proceeds:                    from the total sale proceeds of $250,000; and
■ the Investor Liability to Macquarie; and              ■ Trustee Co will be paid the balance of the sale
■ the balance of the sale proceeds after the              proceeds being $230,000 (less any other monies
   deduction referred to above to you.                    owing by Trustee Co to us).

Note that:                                              2.1.10
                                                        What happens at Maturity if I don’t pay the
■ giving a Sell Instruction does not exercise the
                                                        Variable Premium?
   Options, and you will still be required to give us
   notice that your Options are exercised during        If the Closing Price of the Share exceeds the Cap
   the Exercise Period in order to receive the Cash     Price, you have to pay the Variable Premium to us
   Settlement Amount or Physically Settle the           on the Variable Premium Payment Date whether
   Options; and                                         you have exercised your Options or not. Where
                                                        the Variable Premium is not received by us on its
■ you can not give both a Physical Settlement           due date, we may terminate the Option Collar and
   Request and a Sell Instruction in relation to the    the Linked Stock Loan. If we terminate, we will not
   same Shares. If you do, we will treat your Sell      return the Shares to you under the Linked Stock
   Instruction as invalid if the Closing Price of the   Loan. Instead, we may calculate:
   Share at Maturity is below the Protection Price of
   the Option Collar, and your Physical Settlement      ■ the market value of those Shares and any other
   Request as invalid in any other circumstances.         amounts we owe to you; and
                                                        ■ (the amount of the Variable Premium and any
                                                           other amounts you owe to us,
                                                        and set-off those sums against each other and only
                                                        pay the balance (if any) to you.
                                                        This may have adverse tax consequences for
                                                        you – see Section 5.2 for more details.




                                                                                                                          15
     Example                                                   2.2
     This is an illustrative example of how the Facility may   The Linked Stock Loan
     operate. The figures used are illustrative only and
     should not be taken as an indication or commitment        The complete terms of the Stock Loan are set out in
     by us as to the level of prices or costs that will        the Securities Lending Agreement (see Section 8).
     actually apply under the Facility.                        This Section sets out a summary of the important
                                                               features of the Linked Stock Loan.
     Continuing the example from Section 2.1.7, assume
     that the Closing Price was $25.00 and Trustee Co          2.2.1
     has to pay to us the Variable Premium of $20,000          What are the terms of the Linked Stock Loan?
     (calculated as [$25.00 - $23.00] x 10,000 shares)         If you have successfully applied for an Option Collar,
     on the Variable Premium Payment Date. Assume              you will also be required to enter a Linked Stock
     Trustee Co fails to pay this amount to us on its due      Loan, under which you “lend” the Shares which are
     date. As a result:                                        the subject of the Option Collar to us for the term of
                                                               the Option Collar.
     ■ we terminate the Linked Stock Loan and
       calculate the market value of the Shares on the         In order to enter into the Linked Stock Loan, you will
       date the payment was due to be $24.50 per               need to deliver to the Nominee the Shares relating to
       Share (assuming that the Share price has fallen         the Option Collar to which the Stock Loan is linked.
       from $25.00 at Maturity to $24.50 on the Variable       The Nominee will then transfer those Shares to us
       Premium Payment Date);                                  on your behalf on the Commencement Date of the
                                                               relevant Option Collar.
     ■ from that amount of $245,000 ($24.50 x 10,000
       shares) we deduct the total Variable Premium of
                                                                A note on Stock Loans
       $20,000 and any other monies Trustee Co owes
       us; and                                                  While the expressions “borrow”, “lend” and
                                                                “redeliver” are commonly used in the market
     ■ we pay to Trustee Co the balance, being                  for stock loans, in fact the title to the Shares
       $225,000 (less any other monies owing by                 “borrowed” or “lent” passes from you to us.
       Trustee Co to us).                                       Therefore, when the Nominee transfers the
     2.1.11                                                     Shares to us under the Linked Stock Loan on
     What happens if my Option Collar is terminated             your behalf on the Commencement Date of the
     prior to its Maturity Date?                                relevant Option Collar, we will take legal title to
                                                                such Shares and you will not have either a legal
     Please see Sections 2.4 and 4.2 for further details.
                                                                or a beneficial interest in such Shares. You will
     2.1.12                                                     continue to have a “relevant interest” for the
     What happens if the Maturity Date of my Option             purposes of the Corporations Act (see Section
     Collar is brought forward?                                 3.16 – ‘Substantial shareholders, takeovers and
     Please see Sections 2.5 and 4.2 for further details.       associations’).




16
2.2.2                                                      Dividends and Corporate Actions                            Section 2
What is the Stock Loan Fee?                                The treatment of dividends and corporate actions in
The Stock Loan Fee is a fee payable by us to you on        relation to any Shares the subject of a Linked Stock
                                                                                                                      Details of
the Stock Loan Fee Payment Date, as payment for            Loan is set out in Section 2.3.                          the Facility
lending the Shares to us. We will offset this amount
                                                           2.2.4
against any Fixed Premium you owe us under the
                                                           What happens at the end of the Linked Stock
Option Collar.
                                                           Loan?
The Stock Loan Fee is calculated as a percentage           Provided that no Event of Default has occurred, we
of the value of the Shares at the Commencement             will redeliver the Shares to you on the Redelivery
Date. The annualised percentage will be between            Date. The Shares redelivered to you will be of
0.10% and 0.25%, as determined by us in our                an identical type, nominal value, description and
discretion. We will specify the Stock Loan Fee in the      amount to the shares originally lent to us, as
Confirmation.                                               adjusted in accordance with the terms for corporate
Example                                                    actions in relation to the Shares (see Section 2.3).
This is an illustrative example of how the Facility may    The Redelivery Date is timed to coincide with
operate. The figures used are illustrative only and         the maturity of the Option Collar. Specifically, the
should not be taken as an indication or commitment         Redelivery Date will be:
by us as to the level of prices that will actually apply   ■ in the case of Physical Settlement of the Option
under the Facility.                                          Collar, or where the Investor has given a Sell
Continuing with our example from Section 2.1.7,              Instruction and Macquarie will purchase the
Trustee Co enters into a one year Option Collar over         Shares as principal, the Valuation Date;
10,000 XYZ shares with a Protection Price of $17.00        ■ in circumstances where the Investor has given a
and Cap Price of $23.00. Trustee Co also lends               Sell Instruction and the Shares are to be sold by
its 10,000 XYZ shares to Macquarie in return for a           the Nominee on the ASX, the Settlement Date;
Stock Loan Fee of 0.25% on the value of its shares.
                                                           ■ in the case of Cash Settlement of the Option
Assuming an XYZ share price of $20.00 when the               Collar, or an Assessed Value Payment being
Option Collar is entered into, Trustee Co will receive       made in relation to an Option Collar, in either case
the following Stock Loan Fee for a one year Linked           where a Sell Instruction has not been given, the
Stock Loan:                                                  Settlement Date;
Stock Loan Fee = 0.25% x $20.00 x 10,000 = $500.           ■ in the case of the Option Collar related to the
2.2.3                                                        Linked Stock Loan lapsing in circumstances
What happens during the term of my Linked                    where the Investor has not given a Sell Instruction
Stock Loan?                                                  and the Closing Price of the Share is above the
                                                             Protection Price of the Option Collar at Maturity,
Option Collars that have a Term of more than
                                                             no later than ten (10) Business Days following the
12 months
                                                             Valuation Date; and
The Redelivery Date of your Linked Stock Loan
                                                           ■ in the case where the Option Collar related to the
will be linked to the Maturity and settlement of the
Option Collar to which it is linked. Where the term          Linked Stock Loan lapses due to the occurrence
of the Option Collar to which the Linked Stock Loan          of a Maturity Acceleration Event, no later than
is linked is greater than 12 months, we may, from            ten (10) Business Days following the Early
time to time, redeliver the Shares under the Linked          Maturity Date.
Stock Loan to the Nominee prior to the scheduled
Redelivery Date. You direct the Nominee to redeliver
those Shares to us under another Linked Stock
Loan where:
■ there will be no Stock Loan Fee payable; and

■ the Redelivery Date of such Linked Stock Loan
  will be the same as the Redelivery Date of the
  Stock Loan giving rise to such securities.

                                                                                                                            17
     2.3                                                        2.3.2
     Dividends and Corporate Actions                            Consequences of corporate actions
                                                                Where a corporate action occurs in relation to the
     2.3.1                                                      Shares which are the subject of an Option Collar
     Dividends                                                  and Linked Stock Loan, this may result in an
     Ordinary Dividends                                         adjustment to your Option Collar and Linked Stock
     Although we will be the legal holder of the Shares         Loan to account for such corporate actions. Some
     delivered to us under the Linked Stock Loan, we will       of the corporate actions include:
     pass through to you any Ordinary Dividends that we         ■ a subdivision, consolidation or repurchase of the
     receive from the relevant Listed Entity in relation to       Shares;
     those Shares, together with a statement detailing
                                                                ■ a Special Dividend;
     the franking credits attaching to that dividend
     payment, or pay you an amount equivalent to the            ■ a distribution, issue or dividend of shares or other
     Franking Credit (the availability of franking credits is     securities including rights, warrants or other
     subject to the satisfaction of the requirements of the       assets;
     Tax Act – see Section 3.8 and Section 5.2).
                                                                ■ a Share Call; and
     Special Dividends
                                                                ■ any other event which we determine may have a
     If the Shares the subject of a Linked Stock Loan             diluting or concentrative effect on the theoretical
     trade ex-dividend before the Redelivery Date of a            value of the relevant Shares.
     Linked Stock Loan in relation to a Special Dividend,
     the Shares under the Linked Stock Loan and                  Importantly, if an adjustment is made to the
     the Option Collar will be subject to adjustment in          number or type of Shares to be redelivered to you
     accordance with the Equity Option Agreement and             under the Linked Stock Loan then an equivalent
     Securities Lending Agreement (see below). Although          adjustment will (to the extent reasonably
     the Special Dividend will usually be applied to adjust      practicable) be made to the Number of Options in
     the Option Collar and Linked Stock Loan, we will still      the Option Collar and/or the number and type of
     provide you with a statement detailing the franking         Shares in the Number of Shares to be Delivered.
     credits attaching to that Special Dividend, or pay          Similarly, if an adjustment is made to the number
     you an amount equivalent to the Franking Credit             of Options and/or the number and type of Shares
     (the availability of franking credits is subject to the     subject to the Option, an equivalent adjustment
     satisfaction of the requirements of the Tax Act – see       will (to the extent reasonably practicable) be made
     Section 3.8 and Section 5.2).                               to the number and type of Shares lent under the
                                                                 Linked Stock Loan. The equivalent adjustments
                                                                 may not occur simultaneously (see Section 3.10
                                                                 for details).
                                                                 In making such adjustments we may (but are
                                                                 not obliged to) consider adjustments made by
                                                                 the ASX to options over the relevant Shares
                                                                 traded on the ASX to account for the dilutive or
                                                                 concentrative effect of the corporate action on the
                                                                 relevant Shares.

                                                                If a corporate action which is a Merger Event,
                                                                Tender Offer, Share Redemption or Share Call
                                                                occurs in respect of the Shares we may declare an
                                                                Early Maturity Date or an early termination, in which
                                                                case the Options will lapse and you may have to pay
                                                                Option Break Costs which may be substantial (see
                                                                Sections 2.4, 2.5 and 4.2).




18
See clause 8 of the Equity Option Agreement and            ■ the total Special Dividend to which you would be        Section 2
clause 4 of the Securities Lending Agreement for                entitled to under the Linked Stock Loan (ie. the
further information on adjustments to the terms                 amount of the Special Dividend declared by the       Details of
of an Option Collar and the Linked Stock Loan                   Listed Entity x the number of Borrowed Shares      the Facility
respectively. Please note that Ordinary Dividends               under the Linked Stock Loan);
will not result in an adjustment to the terms of your
                                                           by
Option Collar or Linked Stock Loan.
                                                           ■ the market value of such Shares on the Trading
2.3.3                                                           Day before the ex-date for the Special Dividend
Adjustments to the Linked Stock Loan                            (as reasonably determined by Macquarie) less an
Where a corporate action occurs in relation to the              amount equal to the Special Dividend declared by
Shares the subject of a Linked Stock Loan, we may               the Listed Entity (“Market Value”).
make adjustments to the number or type of Shares
                                                           The Number of Purchased Shares will then be
lent under the Linked Stock Loan. If we make
                                                           delivered to the Nominee on or after the ex-date
an adjustment to the number or type of Shares
                                                           for the Special Dividend. In accordance with the
lent under the Linked Stock Loan, we will (to the
                                                           Securities Lending Agreement, you then lend those
extent reasonably practicable) make an equivalent
                                                           additional Shares to us under a Linked Stock Loan
adjustment to the Number of Options and/or the
                                                           with the same terms as the existing Linked Stock
number or type of Shares subject to the related
                                                           Loan, except that there will be no Stock Loan Fee
Option Collar. The equivalent adjustments may not
                                                           payable.
occur simultaneously (see Section 3.10 for details).
                                                           On the date the Special Dividend is paid by
Examples
                                                           the Listed Entity, you will have to pay to us the
The following examples are illustrative examples           Aggregate Purchase Price determined as the
of how the Linked Stock Loan may operate. The              Number of Purchased Shares multiplied by the
figures used are illustrative only and should not be        Market Value. As we are required to pay you the
taken as an indication or commitment by us as to           Special Dividend on the same day, those obligations
the level of prices or costs or adjustment that will       will be set-off, and we will only pay you the amount
actually apply under a Linked Stock Loan.                  (if any) by which the total Special Dividend exceeds
Continuing with our example from Section                   the Aggregate Purchase Price.
2.2.2, Trustee Co has lent 10,000 XYZ shares to            For example, assume a Special Dividend of $0.20
Macquarie under a Stock Loan linked to an Option           is declared in relation to the Shares and the Shares
Collar with a Protection Price of $17.00 and Cap           trade ex the Special Dividend before the Redelivery
Price of $23.00.                                           Date of the Linked Stock Loan. Assume that we
Example 1 – Special Dividend (in the form of               determine the Market Value (as defined above) of the
cash) / return of capital adjustment                       Shares to be $19.80. The adjustment to the number
                                                           of Shares under the Linked Stock Loan because of
If the Shares trade “ex-distribution” on or before the
                                                           the Special Dividend will be as follows:
Redelivery Date in relation to a Special Dividend or a
return of capital, you will be entitled under the Linked   ■ Total value of Special Dividend to the Investor =
Stock Loan to receive the relevant distribution that            10,000 x $0.20 = $2,000
you would have been entitled to receive had the            ■ Number of Purchased Shares = ($2,000.00) /
Shares been held by you and not lent to us.                     ($19.80) = 101
Under the Linked Stock Loan, you agree to                  ■ Aggregate Purchase Price = $19.80 x 101 shares
purchase from Macquarie on the ex-date for the                  = $1,999.80
Special Dividend an additional number of Shares
(as may be adjusted under the Option Collar). The          ■ Adjustment factor = $20.00 / ($20.00 - $0.20) =
number of additional Shares purchased (rounded                  1.0101 (rounded to four decimal places)
down to the nearest whole number) (“Number of              The additional 101 Shares purchased are then
Purchased Shares”) will be determined by dividing:         delivered to the Nominee on or after the ex-date of
                                                           the Special Dividend and then immediately lent to us
                                                           under a Linked Stock Loan.



                                                                                                                           19
     On the date the Special Dividend is paid by the          The Low Price of the rights on the first ex-rights
     Listed Entity, we are required to pay you the value of   Trading Day is determined to be $1.85, but
     the Special Dividend ($2,000) and you are required       Macquarie determines the Net Rights Payment to be
     to pay us the Aggregate Purchase Price ($1999.80).       $2.00 per right and the average share price at which
     These amounts will be set-off and we will pay you        the additional Shares were acquired on your behalf
     the excess of $0.20.                                     was $20.00.

     Example 2 – Rights issue adjustment                      The adjustment to the number of Shares under the
     If the Shares trade “ex-rights” on or before the         Linked Stock Loan because of the rights issue will
     Redelivery Date in relation to a rights or options       be as follows:
     issue, you will be entitled to receive a payment equal   ■ Number of rights = 10,000 x (1 / 5) = 2,000
     to the value of the right or option.
                                                              ■ Total Net Rights Payment = $2.00 x 2,000 =
     For the purpose of assessing the value of the right        $4,000.00
     or option:
                                                              ■ Number of Shares purchased = $4,000 / $20 =
     ■ if the right or option is renounceable and is            200
       traded on the first ex-rights Trading Day, the
                                                              ■ Adjustment factor = ($20.00 + $2.00 x (1 / 5) ) /
       value will be the Low Price of the right or option
                                                                $20.00 = 1.02
       on that Trading Day;
                                                              The additional 200 Shares are delivered to the
     ■ if the right or option is not traded on the first
                                                              Nominee and then lent to us under a Linked Stock
       ex-rights Trading Day or is non-renounceable,
                                                              Loan.
       the value will be the Low Price of the Share on
       the first ex-rights Trading Day less the Exercise       Any residual amount insufficient to purchase another
       Price of the right or option,                          whole Share will be paid to you.
     unless the relevant prices cannot be determined, in      Example 3 – Bonus issue (Identical Securities)
     which case Macquarie will determine a reasonable         adjustment
     value for the right or option having regard to the
                                                              If the Shares trade “ex-bonus issue” on or before
     points above.
                                                              the Redelivery Date in relation to a bonus issue
     In certain circumstances, you may also receive           of securities identical to the Shares (as may be
     an additional amount in respect of such rights at        adjusted under the Option Collar), you will be
     Macquarie’s discretion (together with the value          entitled under the Linked Stock Loan to receive
     referred to above, the “Net Rights Payment”).            those Shares from us. These additional Shares
                                                              will be delivered to the Nominee as soon as
     Under the Linked Stock Loan, you direct us to apply
                                                              is reasonably practicable following Macquarie
     the Net Rights Payment on or about the relevant
                                                              receiving such Shares, and you then lend those
     ex-date to acquire additional Shares (as may be
                                                              bonus Shares to us under a Linked Stock Loan with
     adjusted under the Option Collar). The additional
                                                              the same terms as the existing Linked Stock Loan,
     Shares acquired are then delivered to the Nominee
                                                              except that there will be no Stock Loan Fee payable.
     as soon as reasonably practicable after Macquarie
     receives such Shares. In accordance with the
                                                               Note that the equivalent adjustments to the
     Securities Lending Agreement, you then lend those
                                                               Option Collar (as illustrated in example 3 in
     acquired Shares to us under a Linked Stock Loan
                                                               Section 2.3.4) may not occur simultaneously (see
     with the same terms as the existing Stock Loan
                                                               Section 3.10 for details).
     except that there will be no Stock Loan Fee payable.
     For example, assume a one for five renounceable           For example, assume a one for five bonus issue is
     rights issue is declared in relation to the Shares and   declared in relation to the Shares, and the Shares
     the Shares trade ex the rights before the Redelivery     trade ex the bonus issue before the Redelivery Date
     Date of the Stock Loan. The rights entitle eligible      of the Option Collar. The bonus issue entitles eligible
     holders to receive, on exercise of the rights and        holders to receive one additional Share for every five
     payment of the exercise price of $18.00 per right,       Shares held on the relevant record date.
     one additional Share for every five Shares held on
     the relevant record date.



20
The adjustment to the number of Shares under the        The adjustment to the number of Shares under the           Section 2
Linked Stock Loan because of the bonus issue will       Linked Stock Loan because of the bonus issue will
be as follows:                                          be as follows:                                             Details of
■ Number of bonus Shares = 10,000 x (1 / 5) =           ■ Number of UVW bonus Shares = 10,000 x (1 / 5)
                                                                                                                 the Facility
  2,000                                                   = 2,000
■ Adjustment factor = (10,000 + 2,000) / 10,000 =       ■ Total Net Bonus Issue Payment = $5.00 x 2,000
  1.20                                                    = $10,000.00
The additional 2,000 Shares are delivered to the        ■ Number of XYZ Shares purchased = $10,000 /
Nominee and then lent to us under a Linked Stock          $20 = 500
Loan with the same terms as the existing Linked
                                                        ■ Adjustment factor = ($20.00 + $5.00 x (1 / 5) ) /
Stock Loan except that there will be no Stock Loan
                                                          $20.00 = 1.05
Fee payable.
                                                        The additional 500 Shares are delivered to the
Example 4 – Bonus issue (non-Identical                  Nominee and then lent to us under a Linked Stock
Securities) adjustment                                  Loan.
If the Shares trade “ex-bonus issue” on or before
                                                        Any residual amount insufficient to purchase another
the Redelivery Date in relation to a bonus issue
                                                        whole Share will be paid to you.
of securities different to the Shares (as may be
adjusted under the Option Collar), you will be          2.3.4 Adjustments to the Option Collar
entitled under the Linked Stock Loan to receive a
                                                        If we make an adjustment to the number or type of
payment equal to the value of the bonus issue. The
                                                        Shares under the Linked Stock Loan we will (to the
value of the non-Identical Securities will be the Low
                                                        extent that it is reasonably practicable) make an
Price of those securities on the ex-day for such
                                                        equivalent adjustment to the number of Options and
bonus issue unless the relevant price cannot be
                                                        the number and/or type of Shares under the Option
determined, in which case Macquarie will determine
                                                        Collar. Note that the equivalent adjustments to the
a reasonable value for the securities.
                                                        Option Collar may not occur simultaneously (see
In certain circumstances, you may also receive          Section 3.10 for details).
an additional amount in respect of such bonus
                                                        We may adjust the Option Collar if a corporate
securities at Macquarie’s discretion (together with
                                                        action occurs which has a dilutive or concentrative
the Low Price, the “Net Bonus Issue Payment”).
                                                        effect on the theoretical value of the Shares (see
Under the Linked Stock Loan, you direct us to           definition of Potential Adjustment Events in the
apply the Net Bonus Issue Payment on the relevant       Glossary). In adjusting the Option, we may adjust
ex-date to acquire additional Shares (as may be         one or more of the Protection Price, the Cap Price,
adjusted under the Option Collar). The additional       the number of Options, the number and type of
Shares acquired are then delivered to the Nominee       Shares comprising the Number of Shares to be
as soon as reasonably practicable after such Shares     Delivered, as well as any other variable relating to
are issued. In accordance with the Securities           the Option as we determine appropriate (see clause
Lending Agreement, you then lend those acquired         8 of the Equity Option Agreement for further details).
Shares to us under a Linked Stock Loan with the
                                                        As a general rule, the objective of the adjustment
same terms as the existing Linked Stock Loan,
                                                        will be to (as closely as possible) ensure that the
except that there will be no Stock Loan Fee payable.
                                                        Protected Value (Protection Price x Number of
For example, assume a one for five bonus issue is        Options) and Capped Value (Cap Price x Number
declared in relation to the Shares and the Shares       of Options) of your Option Collar pre-adjustment will
trade ex the bonus issue before the Redelivery Date     be unchanged post-adjustment (apart from small
of the Linked Stock Loan. The bonus issue entitles      differences which may arise due to rounding errors).
eligible holders to receive one UVW share for every
five XYZ shares held on the relevant record date.
The Low Price of the UVW shares on the first ex-
bonus issue Trading Day for XYZ is determined to
be $4.00, but Macquarie determines the Net Bonus
Issue Payment to be $5.00 per UVW bonus share
and the average share price at which the additional
XYZ shares are acquired is $20.00.                                                                                       21
     Examples                                                 Example 2 – Rights issue adjustment
     The following examples are illustrative examples of      Assume the Listed Entity announces a one for five
     how the Option Collar may adjust. The figures used        renounceable rights issue which entitles eligible
     are illustrative only and should not be taken as an      holders to receive, on exercise of the rights,
     indication or commitment by us as to the level of        one additional XYZ share for every five XYZ shares
     prices or costs or adjustment that will actually apply   held on the relevant record date and the shares
     under the Option Collar.                                 trade ex-rights during the term of the Option Collar.
     Continuing with our example, Trustee Co holds            As set out in Example 2 in Section 2.3.3, the rights
     10,000 XYZ shares that are subject to an Option          issue has resulted in us determining an adjustment
     Collar with a Protection Price of $17.00 and Cap         factor of 1.02. The table below summarises Trustee
     Price of $23.00 and a Linked Stock Loan.                 Co’s Option Collar pre- and post-adjustment as
                                                              a result of applying this adjustment factor to the
     Example 1 – Special Dividend adjustment
                                                              Option Collar:
     Assume a Special Dividend of $0.20 is declared in
     relation to the XYZ shares and the shares trade ex                      Pre-adjustment       Post-adjustment
     the Special Dividend during the term of the Option
     Collar.                                                   Number        10,000               10,200
                                                               of Shares                          (original 10,000
     As set out in Example 1 in Section 2.3.3, the             to be                              + 200 additional
     Special Dividend has resulted in us determining           Delivered                          shares)
     an adjustment factor of 1.0101. The table below
     summarises Trustee Co’s Option Collar pre- and            Number of     10,000               10,200
     post-adjustment as a result of us applying this           Options
     adjustment factor to the Option Collar:
                                                               Protection    $17.00               $16.6667
                    Pre-adjustment      Post-adjustment        Price                              ($17.00 /
                                                                                                  adjustment factor
      Number        10,000              10,101                                                    of 1.02)
      of Shares                         (original 10,000
      to be                             + 101 additional       Protected     $170,000 ($17.00 x   $170,000
      Delivered                         shares)                Value         10,000)              ($16.6667 x
                                                               (Protection                        10,200)
      Number of     10,000              10,101                 Price x
      Options                                                  Number of
                                                               Options)
      Protection    $17.00              $16.83
      Price                             ($17.00 /              Cap Price     $23.00               $22.5490
                                        adjustment factor                                         ($23.00 /
                                        of 1.0101)                                                adjustment factor
                                                                                                  of 1.02)
      Protected     $170,000            $170,000
      Value         ($17.00 x 10,000)   ($16.83 x 10,101)      Capped        $230,000             $230,000
      (Protection                                              Value         ($23.00 x 10,000)    ($22.5490 x
      Price x                                                  (Cap Price                         10,200)
      Number of                                                x Number
      Options)                                                 of Options)

      Cap Price     $23.00              $22.77
                                        ($23.00 /
                                        adjustment factor
                                        of 1.0101)

      Capped        $230,000            $230,000
      Value         ($23.00 x 10,000)   ($22.77 x 10,101)
      (Cap Price
      x Number
      of Options)

22
Example 3 – Bonus issue (Identical Securities)           Example 4 – Bonus issue (Non-Identical                     Section 2
adjustment                                               Securities) adjustment
Assume the Listed Entity announces a one for five         Assume the Listed Entity announces a one for five
                                                                                                                    Details of
bonus issue which entitles eligible holders to receive   bonus issue which entitles eligible holders to receive   the Facility
one additional XYZ share for every five XYZ shares        one UVW share for every five XYZ shares held on
held on the relevant record date and the shares          the relevant record date and the shares trade ex-
trade ex-bonus during the term of the Option Collar.     bonus during the term of the Option Collar.
                                                         As set out in Example 4 in Section 2.3.3, the bonus
 Note that the equivalent adjustments to the Linked
                                                         issue has resulted in us determining an adjustment
 Stock Loan (as illustrated in example 3 in Section
                                                         factor of 1.05. The table below summarises Trustee
 2.3.3) may not occur simultaneously (see Section
                                                         Co’s Option Collar pre- and post-adjustment as a
 3.10 for details).
                                                         result of us applying this adjustment factor to the
As set out in Example 3 in Section 2.3.3, the bonus      Option Collar:
issue has resulted in us determining an adjustment
                                                                        Pre-adjustment      Post-adjustment
factor of 1.20. The table below summarises Trustee
Co’s Option Collar pre- and post-adjustment as a
                                                          Number        10,000              10,500
result of us applying this adjustment factor to the       of Shares                         (original 10,000
Option Collar:                                            to be                             + 500 additional
                                                          Delivered                         shares)
               Pre-adjustment      Post-adjustment
                                                          Number of     10,000              10,500
 Number        10,000              12,000                 Options
 of Shares                         (original 10,000 +
 to be                             2,000 additional       Protection    $17.00              $16.1905
 Delivered                         shares)                Price                             ($17.00 /
                                                                                            adjustment factor
 Number of     10,000              12,000                                                   of 1.05)
 Options
                                                          Protected     $170,000            $170,000
 Protection    $17.00              $14.1667               Value         ($17.00 x 10,000)   ($16.1905 x
 Price                             ($17.00 /              (Protection                       10,500)
                                   adjustment factor      Price x
                                   of 1. 20)              Number of
                                                          Options)
 Protected     $170,000            $170,000
 Value         ($17.00 x 10,000)   ($14.1667 x            Cap Price     $23.00              $21.9048
 (Protection                       12,000)                                                  ($23.00 /
 Price x                                                                                    adjustment factor
 Number of                                                                                  of 1.05)
 Options)
                                                          Capped        $230,000            $230,000
 Cap Price     $23.00              $19.1667               Value         ($23.00 x 10,000)   ($21.9048 x
                                   ($23.00 /              (Cap Price                        10,500)
                                   adjustment factor      x Number
                                   of 1.20)               of Options)

 Capped        $230,000            $230,000              Alternate Adjustment
 Value         ($23.00 x 10,000)   ($19.1667 x
 (Cap Price                        12,000)
                                                         We may choose to make alternative adjustments to
 x Number                                                the terms of the Option Collar and the Linked Stock
 of Options)                                             Loan (including the number of Shares, the number
                                                         of Options, the Cap Price and the Protection Price)
                                                         or any other matter we consider appropriate to
                                                         deal with the corporate action. This may include an
                                                         alternative adjustment to the adjustments detailed in
                                                         the examples above.

                                                                                                                          23
     2.4                                                      What is a Material Adverse Change?
     Early Termination                                        A Material Adverse Change occurs when a change
                                                              occurs that, in our view, has a material adverse
      Option Break Costs may be considerable.                 effect on the assets, revenue or financial condition
      Accordingly, you should not consider entering           of you or any Guarantor, or your ability, or that of
      into this Facility with an intention of triggering an   any Guarantor, to perform any obligation to be
      early termination or otherwise requesting an Early      performed under the Transaction Documents.
      Maturity Date.                                          What is a Hedging Disruption?

     2.4.1                                                    A Hedging Disruption occurs where we are unable,
     Event of Default                                         after using commercially reasonable efforts, to
                                                              acquire, establish, re-establish, substitute, maintain,
     If an Event of Default occurs, the Options in your
                                                              unwind, dispose of, or realise the proceeds of, any
     Option Collar and your Linked Stock Loan may
                                                              transaction(s) or asset(s) we consider necessary
     be terminated by us prior to their original Maturity
                                                              to hedge the risk of performing our obligations with
     Date. If your Option Collar and Linked Stock Loan
                                                              respect to any Transaction Document.
     are terminated prior to their original Maturity Date
     (whether as a result of your actions or otherwise):      What are the other events that constitute an
                                                              Event of Default?
     ■ you may be required to pay the Option Break
       Costs which may be substantial. See Section            Please refer to the definitions in the Glossary
       4.2 for more information about the Option Break        for further information about Merger Events,
       Costs.                                                 Tender Offers, Share Redemptions, Delisting
                                                              and Nationalisation, and other events which also
     ■ you will not receive redelivery of all the             constitute an Event of Default.
       Shares under the Linked Stock Loan. See
       Section 2.4.2 for more information.                    2.4.2
                                                              Termination of Linked Stock Loan
     What is an Event of Default?
                                                              If the Option Collar and Linked Stock Loan are
     An Event of Default includes a wide range of events      terminated early due to an Event of Default, we will
     (see the definition in the Glossary). It includes:        not redeliver the Shares to you under the Linked
     ■ a Material Adverse Change;                             Stock Loan. We will determine the amount owed by
                                                              you to us under the Option Collar and the Linked
     ■ where you or any Guarantor becomes insolvent
                                                              Stock Loan (including any Option Break Costs
       or fails to perform any obligation under the           and other outstanding Obligations) and the market
       Transaction Documents;                                 value of the Shares. We will then set-off these
     ■ any change in law or the interpretation of any law     sums against each other and only the balance will
       which affects our rights under the Transaction         be payable to you. Note that if the Shares are not
       Documents; or                                          redelivered to the Nominee under the Linked Stock
                                                              Loan, you may suffer adverse tax consequences
     ■ where a Merger Event, Tender Offer, Share
                                                              (see Section 5.2).
       Redemption, Delisting, Nationalisation or Hedging
       Disruption occurs prior to the Maturity Date (or
       prior to any Early Maturity Date).
     Some events which constitute an Event of Default
     may also constitute a Maturity Acceleration Event.
     Where such event occurs, Macquarie may, at its
     discretion, treat such event as either an Event of
     Default or a Maturity Acceleration Event.




24
2.5                                                     2.6                                                        Section 2
Early Maturity Date                                     Guarantee                                                  Details of
2.5.1                                                   We may require that a guarantee be provided by a         the Facility
Can I request an Early Maturity Date?                   third party in relation to the obligations owing to us
You may request an Early Maturity Date at any           by you under any Option Collar and Linked Stock
time during the Term of the Option Collar, and this     Loan. That is, we may enforce our rights under
request may be accepted by Macquarie in its sole        the Guarantee to recover from the party giving the
discretion.                                             Guarantee any amount payable to us by you under
                                                        the Transaction Documents. The full terms of the
2.5.2                                                   Guarantee are set out in clause 10 of the General
Can Macquarie declare an Early Maturity Date?           Conditions in Section 9.
Macquarie can also declare an Early Maturity Date
                                                        Obligations to which Guarantee may relate
on the occurrence of certain events including:
                                                        The Guarantee relates to all of the obligations under
■ the announcement of a Merger Event, Tender            this Facility, including the obligation:
  Offer or Share Redemption in relation to the
                                                        ■ of the Investor to pay the Variable Premium (and
  Shares;
                                                          any Option Break Costs);
■ a Share Call is made by the relevant Listed Entity
                                                        ■ of the Guarantor to pay on demand any amount
  and you fail to pay the amount of that Share Call
  to us;                                                  payable to us in connection with any Transaction
                                                          Document; and
■ a Change in Law, Delisting, Nationalisation,
                                                        ■ of the Investor to pay any costs or other expenses
  Hedging Disruption, Loss of Stock Borrow or
  Increased Cost of Hedging; or                           which may arise in relation to any Transaction
                                                          Document.
■ a Material Adverse Change in any Investor Party’s
  circumstances.                                        Before entering into this Facility as a Guarantor, the
                                                        Guarantor should seek independent legal advice
Refer to the definitions in the Glossary for a full      about the nature of the obligations it is assuming by
explanation of these terms.                             acting as Guarantor.
Some events which constitute a Maturity
Acceleration Event may also constitute an Event of
Default. Where such an event occurs, Macquarie
may, at its discretion, treat such event as either an
Event of Default or a Maturity Acceleration Event.

2.5.3
What are the consequences of an Early Maturity
Date?
If your request for an Early Maturity Date is
accepted, or an Early Maturity Date is declared by
us, your Options will lapse and you must either:
■ pay the Option Break Costs to us on the day
  after the Early Maturity Date (Option Break Costs
  may be substantial – see Section 4.2), in which
  case we will redeliver the Shares to you under the
  Linked Stock Loan. Any failure by you to pay the
  Option Break Costs will be an Event of Default
  (see Section 2.4); or
■ give to us a valid Sell Instruction (see Section
  2.1.4), in which case the Option Break Costs will
  be set-off against the sale proceeds of the Shares
  once the Sell Instruction has been executed.


                                                                                                                         25
     Section 3


     Risks you Should Consider

     An investment in the Facility may                         Risks specific to the Facility
     decrease as well as increase in value.
     In particular, an Option Collar should                    3.1
     not be seen as a predictable low risk                     Limited potential profits – Variable
     investment. Before investing in an                        Premium
     Option Collar, you should carefully                       The Cap Price of your Option Collar limits the gains
     consider the significant risks that may                    you can realise from any increase in the value of the
                                                               Shares the subject of the Option Collar. At Maturity
     affect the value of your investment.
                                                               of the Option Collar, you are required to pay to us
     You should be aware that you may lose                     any gains in the value of the Shares which are above
     some or all of the money you invest in                    the Cap Price (Variable Premium).
     the Facility.
                                                               3.2
     This Section is not intended to be a                      Potential exposure to share price
     comprehensive summary of all the                          falls
     risks of investing in the Facility, but
                                                               The Option Collar only provides protection against
     highlights particular risks that we wish                  falls in the price of the Shares when the Closing
     to encourage you to consider in detail                    Price of the Shares at Maturity is less than the
     and discuss with your financial adviser.                   Protection Price. This protection only applies:

     Your investment may be exposed to risks including         ■ at the Maturity of the Option Collar;
     the following risks which we have divided into            ■ if the Closing Price of the Share at Maturity is
     categories:                                                 below the Protection Price you set; and
     ■ Risks specific to the Facility (Sections 3.1 to 3.13);   ■ if you exercise your Options.
       and
                                                               For example, if the Protection Price of an Option in
     ■ General risks (Sections 3.14 to 3.17).                  your Option Collar (ie. $15.00) is below that of the
     You should only consider investing in the Facility if     current price of the Share on the day you enter into
     you have experience in shares, options, warrants          the Option Collar (ie. $20.00), you will be exposed
     and securities lending transactions and should            to the extent of the difference ($5.00) until Maturity.
     only reach an investment decision after carefully         You should be aware that you are only protected at
     considering, with your adviser, the suitability of the    the Protection Price on the original Maturity Date of
     Facility in your particular circumstances.                your Option Collar and not before (such as an early
                                                               termination or early Maturity of the Option Collar).




26
3.3                                                         3.4
Early termination or Early Maturity                         Market Disruption Events
Date                                                        If a Market Disruption Event occurs or exists on the
If:                                                         Maturity Date of your Option Collar, this could delay
                                                            the determination of whether the Closing Price of
■ an Event of Default occurs, the Options in your           the Share is above or below the Protection Price or
      Option Collar and any Linked Stock Loan may be        Cap Price (if applicable) of your Option Collar. If we
      terminated by us prior to their original Maturity     have accepted your Physical Settlement Request,
      Date; or                                              a Market Disruption Event could also delay the
■ a Maturity Acceleration Event occurs, we may              Physical Settlement of your Options or, where you
      declare or agree to an Early Maturity Date of your    have given a Sell Instruction, the sale of your Shares
      Option Collar.                                        and the amount of the proceeds you receive. Where
                                                            a Market Disruption Event occurs on a day on which
If your Option Collar is terminated prior to its original   something is to be done, that thing may be done on
Maturity Date or an Early Maturity Date is declared,        the next Business Day on which there is no Market
you may be required to pay the Option Break                 Disruption Event. Market Disruption Events may also
Costs which may be substantial.                             affect when the Shares get redelivered to you under
Where an Event of Default occurs, your Linked               the Linked Stock Loan.
Stock Loan will also be terminated prior to the
Redelivery Date. In these circumstances, we will
                                                            3.5
determine the market value of the Shares to be              Corporate actions
delivered under the Linked Stock Loan and set-              We have broad discretions to deal with corporate
off any amount owing from you to us against that            actions affecting the Shares including actions such
amount before paying the balance to you. This will          as bonus or rights issues, consolidations or sub-
result in the Shares not being redelivered to you           divisions.
under the Linked Stock Loan, which may have
adverse tax consequences for you.                           If a relevant corporate action occurs, we may
                                                            determine:
See Section 2.4 and 2.5 for more information about
what events may result in the early termination or          ■ whether the corporate action has either a dilutive
early Maturity of your Option Collar and/or Linked            or concentrative effect on the theoretical value of
Stock Loan, Section 4.2 for more information about            the Shares;
the amount of Option Break Costs which may be               ■ what adjustments to the Commercial Terms of
payable by you and Section 5 for more information             your Option Collar and the Shares are appropriate
on the potentially adverse tax consequences if the            to account for such corporate action (ie. adjusting
Shares are not redelivered to you under the Linked            the Protection Price and/or the Cap Price or
Stock Loan due to an Event of Default occurring.              acquiring additional Shares);
                                                            ■ what adjustments are to be made to your Linked
                                                              Stock Loan to account for the corporate action;
                                                              and
                                                            ■ the effective date of such adjustments.




                                                                                                                     27
     We may also determine that certain corporate            3.8
     actions (including Mergers Events, Tender Offers
     and Share Redemptions) cannot be adjusted for,
                                                             Entitlement to Franking Credits
     and declare an early termination of your Option         Your entitlement to franking credits is subject to
     Collar and any Linked Stock Loan or an Early            certain conditions in the Tax Act being satisfied.
     Maturity Date for your Option Collar (see Section 3.3   Failure to satisfy these conditions may deny you the
     for more details).                                      benefit of any franking credits that may be attached
                                                             to any dividends paid in connection with the Shares
     You should familiarise yourself with clause 8 of
                                                             the subject of a Linked Stock Loan (see Section
     the Equity Option Agreement and clause 4 of the
                                                             5.2).
     Securities Lending Agreement in this regard. You
     should also refer to Section 2.3 for more information   Before entering into an Option Collar and Linked
     about adjustments for corporate actions.                Stock Loan, you should consider the purposes for
                                                             which you are entering into the Option Collar and
     3.6                                                     Linked Stock Loan as this may affect whether or not
     Option exercise and Assessed                            you are entitled to the benefit of any franking credits
                                                             paid in relation to the Shares.
     Value Payment
                                                             You should ensure that you do not have a “more
     It is important to exercise your Options before
                                                             than incidental purpose” of obtaining franking
     the end of the Exercise Period as no Option is
                                                             credits and any related tax offsets. The purpose for
     automatically exercised. If you fail to exercise an
                                                             which you enter into the Option Collar and Linked
     Option where the Closing Price of the Share is less
                                                             Stock Loan will depend on your individual facts and
     than the Protection Price of your Option Collar, you
                                                             circumstances, and will depend on various factors
     will only be entitled to receive an Assessed Value
                                                             which may include:
     Payment which is less than the amount you would
     have received had you exercised your Options.           ■ your exposure to changes in the market value of
                                                               the Shares after your entry into the Option Collar
     See Sections 2.1.2 and 2.1.8 for more information
                                                               (ie. the difference between the market value of
     about how you may exercise your Options and the
                                                               the Shares and each of the Protection Price and
     Assessed Value Payment.
                                                               the Cap Price) and how this exposure compares
     3.7                                                       with the expected franking credits and any related
                                                               tax offsets from the Shares;
     Physical Settlement Requests and
                                                             ■ the length of time you have held the Shares;
     our discretion to Cash Settle
                                                             ■ the term of the Option Collar; and
     You should be aware that in certain circumstances
     (and at our discretion), we may reject your Physical    ■ whether or not you expect the Shares to pay
     Settlement Request and apply Cash Settlement to           franked dividends.
     your Option Collar at Maturity.                         See Section 5.2 for more information.




28
3.9                                                      Note that this will not prevent you from otherwise          Section 3
                                                         acquiring a sufficient number of Shares to enable
Exercise of discretion by Macquarie                      Physical Settlement of your Option Collar, nor will it     Risks you
You should note that a number of provisions in the       limit our obligation to deliver the Identical Securities      Should
Transaction Documents confer discretions on us           to you under the terms of the Securities Lending
and other members of the Macquarie Group which           Agreement, after Maturity.
                                                                                                                    Consider
could affect the value of your investment in the
Option Collar and Linked Stock Loan. These include       3.11
the powers to:                                           Counterparty risk
■ terminate your Option Collar and/or Linked
                                                         Obligations of Macquarie
  Stock Loan prior to its stated Maturity Date
                                                         The value of your investment in the Facility depends
  or Redelivery Date (as the case may be) (see
                                                         on, among other things, whether we can, and do,
  Section 3.3 above);
                                                         perform our obligations under this PDS and each
■ declare an Early Maturity Date (see Section 3.3        Transaction Document. If we fail to perform our
  above);                                                obligations, your investment may be worth less than
■ nominate a Market Disruption Event (see Section
                                                         it otherwise would be. Our obligations under the
  3.4 above); and                                        Facility are not deposit liabilities, and they are not
                                                         guaranteed by any other party. They are unsecured
■ adjust an Option Collar and Linked Stock Loan          contractual obligations which will rank equally
  for corporate actions (see Section 3.5 above).         with our other unsecured contractual obligations
The exercise or non-exercise of these discretions        and with our unsecured debt (other than liabilities
could adversely affect the value of an Option Collar     mandatorily preferred by law). In this regard, section
and any Linked Stock Loan. You do not have the           13A(3) of the Banking Act (Cth) 1959 provides that,
power to direct us concerning the exercise of any        in the event of Macquarie becoming unable to meet
discretion.                                              our obligations, our assets in Australia shall be
                                                         available to meet our deposit liabilities in Australia
3.10                                                     in priority to all our other liabilities including our
                                                         obligations under this Facility.
Adjustment for Special Dividend
of Equivalent Shares – insufficient                       You must make your own assessment of our ability
                                                         to meet our obligations. A description of Macquarie
shares to Physically Settle Options                      is set out in Section 6.1 to assist you in making this
You should note that if a Special Dividend to be         assessment.
paid in the form of an issue of Identical Securities
                                                         Obligations of the Nominee
is declared in relation to the Shares, we will only
deliver Identical Securities to you under the terms      The Nominee (Belike Nominees Pty Limited) is
of a Linked Stock Loan (as illustrated in Example        a wholly owned subsidiary of Macquarie. The
3 in Section 2.3.3) after the Identical Securities are   Nominee is not an authorised deposit-taking
issued by the Listed Entity. However, we may make        institution for the purposes of the Banking Act
an adjustment to the terms of the Option Collar by       (Cth) 1959, and the Nominee’s obligations do
increasing the number of Options (as illustrated in      not represent deposits or liabilities of Macquarie.
Example 3 in Section 2.3.4) on the day before the        Macquarie does not guarantee or otherwise provide
ex-date for the Special Dividend.                        any assurance in respect of the obligations of the
                                                         Nominee.
Therefore, if Maturity of the Options in the Option
Collar occurs after the adjustment is made to the        The value of your investment in the Facility depends
Option Collar (ie. after the day before the ex-date)     on, among other things, whether the Nominee can,
but before the day that the Identical Securities         and does, perform its obligations under this PDS
are delivered to you we may not redeliver to you a       and each Transaction Document.
sufficient number of Shares under the Linked Stock
Loan to enable Physical Settlement of your Option
Collar.




                                                                                                                          29
     3.12                                                     General risks
     Hedging activities
                                                              3.14 Investment        decisions
     We will generally hedge our exposure under an
     Option Collar but are not obliged to. Our hedging        It is impossible in a document of this type to take
     activities may be conducted in Shares, options,          into account what you currently have, and what you
     futures or other derivatives related to the Shares.      want and need for your financial future. Accordingly,
     We may effect or unwind a substantial part of our        nothing in this PDS is a recommendation by us
     hedging activities as the Maturity Date of an Option     or any member of the Macquarie Group about an
     Collar approaches, or on the termination or early        investment in the Facility, any particular Reference
     Maturity of an Option Collar and Linked Stock Loan.      Share or any other financial product. You should not
     These hedging activities may affect the amount you       rely on this PDS as the sole basis for any investment
     receive in relation to your investment following the     decision in relation to this Facility, any particular
     Maturity Date or the termination or early Maturity of    References Shares or any other financial product,
     your Option Collar and Linked Stock Loan.                but should obtain additional information and where
                                                              necessary, obtain independent financial advice.
     3.13
                                                              3.15
     The Guarantee
                                                              Past performance
     If you are the Guarantor under this Facility, you
     guarantee to us the obligations of each Investor         The past performance of any share is not a guide to
     Party under the Transaction Documents. That is,          future performance which may differ materially.
     we may enforce our rights under the Guarantee to
     recover from you any amount payable to us by an          3.16
     Investor Party under the Transaction Documents.          Legal risk
     The obligations of an Investor Party under this          Change of Law
     Facility may include the obligation of:                  Changes to laws or their interpretation in Australia,
     ■ the holder of the Option Collar to pay the Variable    including taxation and corporate regulatory laws,
       Premium and any Option Break Costs;                    could have a negative impact on your return.
     ■ the Guarantor to pay on demand any amount              Substantial shareholders, takeovers and
       payable to us in connection with any Transaction       associations
       Document; and                                          The lending and redelivery of shares under a
     ■ each Investor Party to pay any costs or other          Linked Stock Loan may have implications for
       expenses which may arise in relation to any            you (particularly substantial shareholders) under
       Transaction Document.                                  Chapters 6, 6A and 6C of the Corporations Act.
                                                              The precise effect will depend on your particular
     Before entering into this Facility as a Guarantor, you   circumstances.
     should seek independent legal advice about the
     nature of the obligations you are assuming by acting     The following summary of the law as at the date
     as Guarantor.                                            of this PDS is intended to assist you in identifying
                                                              some possible practical obligations that may arise
                                                              as a result of the lending and redelivery of shares
                                                              under a Linked Stock Loan using this Facility.
                                                              Your obligations will, however, be affected by your
                                                              individual circumstances and you should obtain your
                                                              own advice.




30
When you lend a share under a Linked Stock Loan         Shareholding limits or restrictions                        Section 3
you will generally retain a relevant interest in that   Some Australian companies are subject to
share. In any case, redelivery of a share under         legislation which prescribes maximum shareholding
                                                                                                                  Risks you
a Linked Stock Loan will result in you holding a        limits for shareholders, or restrictions which may           Should
relevant interest in that share, even if you have
given a Sell Instruction (until the Sell Instruction
                                                        prohibit or limit the interests in Listed Entities that   Consider
                                                        you may acquire. You should inform yourself of
is executed). Disclosure obligations (including         how the restrictions may apply to the lending and
obligations on substantial shareholders) and            redelivery of Shares under a Linked Stock Loan
limitations on acquisitions, under Chapters 6, 6A       using this Facility.
and 6C of the Corporations Act, may affect you in
respect of acquiring, holding and disposing of those    3.17
shares.                                                 Inflation and the time value of
Foreign holders                                         money
The lending and redelivery of Shares under a            You should be aware that the amount you receive
Linked Stock Loan using this Facility may also have     on exercise of an Option – potentially the Protection
implications for you under the Foreign Acquisitions     Price – is unlikely to have the same real value as it
and Takeovers Act 1975 (“FATA”). The following very     would on the date of the investment, due to the likely
general summary of FATA is not exhaustive and is        effect of inflation and the time value of money over
not legal advice. You should not rely solely on this    the term of the Option.
Section, and should seek your own legal advice in
relation to all aspects of your proposed investment
including but not limited to those referred to below.
Under FATA, the Treasurer of Australia may prohibit
a proposed acquisition of shares in an Australian
corporation or interests in assets of an Australian
business where the result of the acquisition
would be that a foreign person, together with its
associates, would have an interest of at least 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 at least
40% of the interests in the issued shares in the
corporation or assets of the Australian business.
Furthermore, if such an acquisition has already
occurred, the Treasurer may order the person
who acquired the shares or interests in the assets
to dispose of them to an approved person. The
concepts of acquisition, interest, associate and
foreign person are very widely defined in FATA. FATA
also requires certain persons to give the Treasurer
prior notice of their intention to make certain
acquisitions.
Foreign ownership of shares in Australian
companies may also be restricted under other
Commonwealth or State legislation, or under
Government policy. You should make your own
enquiries.




                                                                                                                        31
     Section 4


     Fees and Other Costs

     his Section shows fees and other costs that you may be charged. These fees
     and costs may payable by you, deducted from any monies we owe you, including
     any return on your investment, or may be recovered by us exercising our rights
     under the Option Collar and any Linked Stock Loan.
     Taxes are set out in another part of this PDS (see Section 5.2).
     You should read all the information about fees and costs because it is important
     to understand their impact on your investment.
     4.1
     The Option Collar
      Type of Fee or Cost           Amount                                        How and When Paid

      Fixed Premium
      The portion of the cost of    If you choose a “zero cost” Option            If you choose a “zero cost” Option
      the Option payable on the     Collar:                                       Collar:
      Fixed Premium Payment         Nil                                           Not applicable
      Dates.
                                    If you choose another type of Option          If you choose another type of Option
                                    Collar:                                       Collar:
                                    As determined by Macquarie, depending         Payable to Macquarie on the date(s)
                                    on a number of factors including:             agreed by you and Macquarie, as set
                                    ■ the selected Share;                         out in your Confirmation (Fixed Premium
                                                                                  Payment Date(s)).
                                    ■ the selected Protection Price and Cap
                                          Price;
                                    ■ the volatility of the Share price;
                                    ■ the future expected dividends of the
                                          Share;
                                    ■ the term of the Option Collar; and
                                    ■ prevailing interest rates.

      Variable Premium
      The portion of the cost of    The amount (if any) by which the Closing      Payable to Macquarie three (3) Business
      the Option payable on the     Price of the Shares that are the subject of   Days after the Valuation Date for the Option
      Variable Premium Payment      the Option Collar exceed the Cap Price.       Collar (Variable Premium Payment Date).
      Date (being the cost if the                                                 If you have given a valid Sell Instruction,
      Closing Price of the Share                                                  this payment will be deducted
      finishes above the Cap Price                                                 automatically from the sale proceeds of
      at Maturity).                                                               your Shares.

      Option Break Costs
      The portion of the cost of    An amount determined by us taking into        Payable by you to Macquarie on demand
      the Option payable on the     account all costs, expenses and losses        in the case of early termination.
      early termination or early    incurred by Macquarie in connection with      In the case of an early Maturity, payable
      Maturity of your Option       the termination or maturity of an Option      by you on the day after the Early Maturity
      Collar (whether at your       Collar prior to its stated Maturity (see      Date.
      request or otherwise).        Section 4.2 below for more information).
                                                                                  Where you have given a valid Sell
                                                                                  Instruction, this payment will be deducted
                                                                                  automatically from the sale proceeds of
                                                                                  your Shares.

     The Fixed Premium, the Variable Premium and the Option Break Costs are not expected to attract GST.
     Macquarie may also pay amounts to your adviser in connection with an Option Collar (see Section 4.3).

32
4.2
                                                           Factor                      Change in   Effect on
Option Break Costs                                                                     Variable    Option Break
4.2.1                                                                                              Costs
Option Break Costs
                                                           Time To Maturity                 ▲        ▲ or ▼
When we enter into an Option Collar with you, we do
so for a fixed term. This exposes us to market risk         Share Price                      ▲           ▲
until the Valuation Date of the Option Collar (that is,
if the Share price moves a certain way we will gain        Volatility of Share Price        ▲        ▲ or ▼
or lose money). We try to hedge this risk in various
ways. If an Option Collar is terminated early or we        Interest Rates                   ▲           ▲
declare an Early Maturity Date, we may need to
change the way we have hedged. This may involve            Forecasted Dividends             ▲           ▼
considerable cost to us which we pass on to you as
Option Break Costs.                                        Fixed Premium
                                                                                            ▲           ▲
                                                           Outstanding
Option Break Costs will be calculated when the
Option Collar is terminated or an Early Maturity Date     The time remaining to the original Maturity, and the
is declared and will be based on the cost to unwind       volatility of the price of the Share, may have either
our hedge for the risk associated with providing you      a positive or negative effect on the Option Break
the Option Collar. Factors which may affect the level     Costs, depending on whether the price of the
of the Option Break Costs, and the way in which           Share is above or below the Protection Price or the
changes in those variables may affect the level of        Cap Price at the time the early termination or early
the Option Break Costs (other factors being equal)        maturity occurs.
are as follows:
                                                          You should be aware that the Option Break Costs
                                                          may be significant.




                                                                                                                  33
     4.2.2                                                    The following calculations illustrate the Option Break
     Amount Of Option Break Costs                             Costs involved in accelerating the Maturity Date:
     Because the amount of the Option Break Costs will
     depend on the level of various factors at the time       Proceeds from the sale     $24.00 x 10,000 =
     an early termination of the Option Collar or Early       of the Shares:             $240,000               (1)
     Maturity Date occurs, it is not possible to determine
     the amount of Option Break Costs that could              Option Break Costs         $2.00 x 10,000 =
     apply to your Option Collar in advance of an early                                  $20,000                (2)
     termination or the Early Maturity Date. You should,
                                                              Net payment to
     however, be aware that the Option Break Costs may
                                                              Trustee Co: (1) - (2)      $220,000
     represent a substantial proportion of the market
     value of the Shares at that time. Accordingly, you       Trustee Co has sold its Shares and closed out its
     should not consider entering into an Option Collar       Option Collar and the Linked Stock Loan. Trustee
     intending to trigger an early termination or otherwise   Co will receive $220,000 based on the above
     requesting an Early Maturity Date.                       example.
     If you have any concerns or queries about this
     aspect of the Facility, you should seek advice from a    4.3
     licensed financial adviser.                               Adviser fees
     Example                                                  Commission on Option Collar
     The following is an illustrative example only of an      An upfront fee in respect of each Option Collar will
     early termination of an Option Collar. This example is   be payable by us (out of our own funds) to your
     based on a number of broad assumptions including:        financial adviser at a standard rate of 0.11% (incl
                                                              GST) of the Protected Value of your Option Collar
     ■ interest rates have fallen 1.00% since the start of
                                                              unless your adviser notifies us that you have agreed
       Option Collar;
                                                              a higher fee of up to 1.65% (incl GST).
     ■ the volatility of the underlying Share price has not
                                                              For example, assume you entered into an Option
       changed;
                                                              Collar with 10,000 Options with a Protection Price
     ■ Macquarie purchases the Shares as principal            of $17.00 and your adviser will be paid an adviser
       pursuant to the Sell Instruction; and                  fee at the standard rate of 0.11% (incl GST). In this
     ■ no commissions have been paid to your adviser.
                                                              case the Protected Value of your Option Collar is
                                                              $170,000 and your adviser will be paid an upfront
     There can be no guarantee that the level of Option       fee (out of our own funds) of $187.00 ($170,000 x
     Break Costs indicated in this example will apply to      0.11%) incl GST.
     any actual Option Collar in which you invest.
                                                              Note: Any trailing commissions for this product
     Continuing with the example used in Section 2.1.7,       are paid by us on the basis that, if you change
     Trustee Co has entered into a one year Option Collar     your adviser, any trailing commission payable after
     over 10,000 XYZ shares with a Protection Price of        we have received notice from you of your new
     $17.00 and a Cap Price set at $23.00 for zero cost.      adviser will only be paid to your new adviser. The
     After six months, XYZ has risen to $24.00. Trustee       new adviser will be paid the same rate of trailing
     Co has requested an Early Maturity Date of the           commission for the product as when originally
     Option Collar and given a Sell Instruction in relation   acquired.
     to the Shares. Macquarie determines that the Option      Your financial adviser must disclose all benefits and
     Break Costs are $2.00 per Option.                        commission it receives from Macquarie to you.




34
Any remuneration received by your adviser from              4.5                                                        Section 4
Macquarie may be in addition to any other fees or
expenses you have agreed with your adviser for their        Goods and Services Tax (GST)                              Fees and
services. Your adviser should give you details of           Unless otherwise stated, fees and charges quoted        Other Costs
their remuneration arrangements.                            in this PDS are inclusive of GST. To the extent that
Depending on your arrangements with your financial           any supply made in connection with a Transaction
adviser, the amount of the adviser remuneration may         Document is a taxable supply, you will need to pay,
be negotiated with your adviser and they may agree          in addition to the consideration provided under
to reduce or rebate all or part of this remuneration.       the Transaction Document for that supply (unless
                                                            it expressly includes GST), an additional amount
Macquarie or a member of the Macquarie Group                equal to the amount of the consideration (or its GST
may also make further discretionary payments to             exclusive market value) multiplied by the rate at
your financial adviser. These further payments (if           which GST is imposed in respect of the supply (and
any) are based on a number of factors including             any GST payable on such increased amount).
the volume of Macquarie Group products sold to
your financial adviser’s clients and the relationship        4.6
between your financial adviser and the Macquarie             Changing and waiving fees
Group. As the factors on which these payments are
based may be unrelated to the Facility and are not          Option Collars are individually tailored. We may
recovered from the return you receive under the             waive or increase fees, including interest. Factors
Facility, it is not possible to express these payments      which may lead us to vary the fees include legal,
as a percentage of your investment in a Facility.           economic, policy and procedural changes. The
These payments are made using Macquarie Group’s             right to vary is at our discretion and this is not an
own resources and do not affect your Facility. You          exhaustive list of circumstances which would lead
should ask your financial adviser for further details of     us to vary the fees. Other than a change in interest
any such arrangements.                                      rates or the Fixed Premium, we will give you at least
                                                            30 days prior notice of any change to the current fee
Soft dollar commissions                                     and/or the introduction of any additional fee.
Macquarie or any member of the Macquarie Group
                                                            Wholesale clients wanting to negotiate fees should
may from time to time provide or receive non-
                                                            contact us on the number listed in the Directory.
monetary benefits, sometimes known as “soft
                                                            The level of any negotiated fee may depend on
dollar commissions”. These may be provided to
                                                            the amount invested by the client. Fees negotiated
(or received from), for example, financial advisers
                                                            with wholesale clients will be agreed privately by
or brokers. These benefits may include, but are
                                                            us with the relevant wholesale client. We are not
not restricted to, research and market information,
                                                            obliged to offer the same terms to, or make similar
free or subsidised services, accommodation,
                                                            arrangements with, any other client.
broking arrangements, software and sponsorship
of seminars and conferences. These benefits, when            4.7
provided, will be paid by Macquarie or any member
of the Macquarie Group out of their own resources.
                                                            Other Fees
                                                            If you elect to make any payment by direct debit or
4.4                                                         cheque, a processing fee may be payable if there
Tax                                                         are insufficient funds in your nominated account.

For information about the significant tax implications
relating to investing in the Facility, see Section 5.2 of
this PDS.




                                                                                                                            35
     Section 5


     Superannuation and Taxation
     Considerations
     5.1
     Superannuation considerations




36
5.1
Superannuation considerations




                                37
38
      Section 5
Superannuation
  and Taxation
 Considerations




           39
40
5.2                                                       (f) any dividends included in distributions from a                Section 5
                                                              Listed Entity that is a trust will be received in
Taxation considerations                                       respect of ordinary shares held by the Listed
                                                                                                                      Superannuation
This summary has been prepared by Clayton Utz                 Entity;                                                   and Taxation
and outlines the main Australian income tax, GST
and stamp duty implications for Investors who enter
                                                          (g) the delta of any Option you acquire in relation to       Considerations
                                                              a Reference Share will be between 0 and -0.7;
into Option Collars and Stock Loans under the Zero
Cost Collar Select Facility pursuant to this PDS. The     (h) the Cap Price of the Option will be greater than
information in this summary is of a general nature            the market price of the Reference Shares at the
only and does not purport to constitute legal or tax          time the Option Collar is entered into;
advice.
                                                          (i)   the difference between the Cap Price
Taxation issues are complex, and taxation laws,                 and Protection Price of the Option will be
their interpretation and associated administrative              commercially significant such that you
practices may change over the term of the Zero                  will remain exposed to risks of loss and
Cost Collar Select Facility.                                    opportunities for profit from movements in the
                                                                market price of Reference Shares which are of a
Macquarie does not provide financial or tax advice,
                                                                magnitude that outweigh:
and this PDS cannot address all of the taxation
issues which may be relevant to a particular Investor.          (i) any franking credit benefits that are expected
Each Investor must take full and sole responsibility                to arise during the term of the Option (to the
for their own investment under the Zero Cost Collar                 extent that such franking benefits would be
Select Facility, the associated taxation implications               of an incidental nature only); and
arising from that investment and any changes in
                                                                (ii) the benefit which may arise from deferring
those taxation implications during the course of that
                                                                     the time of disposal of the Reference Shares
investment.
                                                                     to the Maturity of the Option Collar;
As the taxation implications for each potential
                                                          (j)   Macquarie will not dispose of any Borrowed
Investor may be different, Macquarie recommends
                                                                Shares;
that each prospective Investor obtains their own
independent professional taxation advice on the full      (k) at all times, all parties will comply with the terms
range of taxation implications applicable to their own        of the Stock Loan;
individual facts and circumstances.
                                                          (l)   all transactions you enter into with Macquarie
5.2.1                                                           in relation to the Zero Cost Collar Select Facility
Assumptions                                                     will be at prevailing market prices and otherwise
This summary of taxation implications assumes:                  on arm’s length terms; and

(a) you are an Australian resident as defined in           (m) you do not enter into the Option Collar and
    section 6(1) of the Tax Act (“the Act”);                  Stock Loan in substitution for an economically
                                                              equivalent transaction you otherwise would have
(b) your average turnover is less than $20 million            entered into.
    per annum;
                                                          This summary is based on Australian taxation laws
(c) you will hold any Reference Share and any             in force and administrative practices generally
    Option obtained under the Zero Cost Collar            accepted as at the date of this PDS. Any of these
    Select Facility on capital account and will not be    may change in future without notice, and legislation
    a person who is carrying on a business of either      introduced to give effect to announcements
    trading in securities or investing in securities in   may contain provisions that are currently not
    the course of which you regularly acquire and         contemplated. Future changes in taxation laws, their
    dispose of securities;                                interpretation or associated administrative practices
(d) the Reference Shares will be quoted on the            could affect the taxation treatment of an investment
    Australian Stock Exchange (ASX) at all times;         under the Zero Cost Collar Select Facility.

(e) distributions of assessable income will be made       All references in this summary to legislative
    in respect of the Reference Shares;                   provisions are to provisions of the Income
                                                          Tax Assessment Act 1936 or the Income Tax
                                                          Assessment Act 1997 (together, the Tax Act).

                                                                                                                                 41
     5.2.2                                                   Provided you are a “qualified person” in respect
     Entering into an Option Collar                          of the dividend, and none of the imputation anti-
                                                             avoidance provisions apply, you will also be required
     5.2.2.1 Option and Reference Share
                                                             to include in your assessable income an amount
     Acquisition of an Option should not give rise to any    equal to the value of any franking credits attached
     CGT consequences for you.                               to the dividend and will be entitled to a tax offset
     The Option will constitute a CGT asset of yours,        of an equal amount. This tax offset may be applied
     acquired at the time of entry into the Option Collar.   against your tax liability for the relevant income year.
     The cost base of the Option will include the Fixed      If you are an individual or a complying
     Premium, any Variable Premium subsequently              superannuation fund who receives franking tax
     payable in respect of the Option, any incidental        offsets in excess of your tax liability, you should be
     costs of acquisition and, in the event the Option       entitled to a refund of those excess tax offsets.
     lapses on an Early Maturity Date, any Option Break
     Costs payable by you.                                   If you are not a “qualified person”, or the imputation
                                                             anti-avoidance provisions apply, you will not “gross
     Acquisition of an Option should not constitute          up” the dividend income and will not be entitled to a
     a disposal of any Reference Share held by you.          tax offset as outlined above.
     Further, the cost base and acquisition date of
     any Reference Shares will not be altered by             Where a Listed Entity pays a dividend in relation to
     acquisition of an Option. However, in the event of      a Reference Share, and Macquarie pays an amount
     physical exercise of an Option, the cost base of the    to you equivalent to the value to you of the dividend,
     Reference Shares may include the cost base of the       you must include in your assessable income the
     Option.                                                 amount that would have been included had you held
                                                             the Borrowed Shares at the time the distribution
     5.2.2.2 Stock Loan                                      was made. In these circumstances, you will not
     The Stock Loan should be a section 26BC                 receive a Transfer of Distribution Statement from
     compliant securities lending arrangement, assuming      Macquarie, and will not be entitled to a tax offset for
     Macquarie redelivers the Borrowed Shares less than      any franking credits attaching to the dividend.
     12 months after the time the Borrowed Shares are
                                                             5.2.3.3 Qualified persons
     transferred to Macquarie under the Stock Loan.
                                                             You will be a “qualified person” in respect of a
     In these circumstances, any capital gain or loss        dividend received from Macquarie in respect of a
     arising on the disposal of the Borrowed Shares          Reference Share if you have held your interest in the
     to Macquarie on commencement of the Stock               Reference Share “at risk” for a continuous period of
     Loan will be disregarded, and your cost base            at least 45 days (excluding the days of acquisition
     and reduced cost base in the Equivalent Shares          and disposal) during the period commencing on the
     reacquired will include an amount equal to your cost    day after the day you acquired your interest in the
     base and reduced cost base in those Borrowed            relevant Reference Share, and ending on the 45th
     Shares just prior to entering into the Stock Loan.      day after the ex-date. For these purposes, the ex-
     5.2.3                                                   date will be the day after the last day on which the
     Holding an Option Collar                                acquisition by a person of the Reference Share will
                                                             entitle the person to the dividend.
     5.2.3.1 Stock lending fees
     Any Stock Loan Fee should be included in your           If you are under a related payment obligation
     assessable income at the time it is derived.            in relation to a particular dividend (broadly, an
                                                             obligation to pay away the benefit of the dividend
     5.2.3.2 Dividends                                       received), the 45-day rule is modified so that the
     Where a Listed Entity pays a dividend in relation       relevant holding period instead commences on the
     to a Reference Share, and Macquarie pays that           45th day before the ex-date.
     dividend to you and provides you with a Transfer
     of Distribution Statement (referred to in paragraph
     5.2.3.5), you will be treated as if the dividend had
     been paid to you (and not to Macquarie) as a
     member of the Listed Entity. You will be required
     to include the amount of the dividend in your
     assessable income.
42
For the purposes of determining whether an interest       5.2.3.4 Imputation anti-avoidance provisions             Section 5
in a Reference Share has been held for 45 days            Where, having regard to certain relevant
or more, any days on which you have a materially
                                                                                                             Superannuation
                                                          circumstances, it would be concluded that you
diminished risk of loss or opportunities for gain in      entered into the Option Collar and Linked Stock      and Taxation
relation to the Reference Share will be excluded          Loan with a more than incidental purpose of         Considerations
(but will not break the continuity of the ownership       enabling you to obtain the “gross up” and franking
period). For these purposes, your risk of loss or         tax offset treatment, the Commissioner may make a
opportunity for gain will be taken to have been           determination that those imputation benefits do not
materially diminished on any day that your net            arise.
position in relation to the Reference Share has a
“delta” of less than 0.3.                                 The question of whether you have a more than
                                                          incidental purpose of obtaining imputation
The net delta in relation to a Reference Share will       benefits will depend upon your individual facts and
depend upon any positions you have entered into           circumstances. This will be determined taking into
in respect of the Reference Share, including the          account various factors which may include (inter
Option and any positions held outside of the Zero         alia):
Cost Collar Select Facility. The delta of any positions
in relation to the Reference Shares will need to          ■ your exposure to changes in the market value
be taken into account when determining your                 of the Reference Shares after your entry into
qualification for franking credits.                          the Option Collar (ie. the difference between
                                                            the market value of the Reference Shares at the
For the purposes of the qualified person test,               time of entry into the Option Collar and each
where you are not under any related payment                 of the Protection Price and the Cap Price) and
obligation, your delta in your Reference Shares             how this exposure compares with the expected
will be determined at the time of entry into the last       imputation benefits on the Reference Shares
position in relation to the Reference Shares. In these      (bearing in mind that these expected imputation
circumstances, once the “at risk” rule has been             benefits must be incidental by comparison to
satisfied, you will be a qualified person in respect          your exposure to changes in the market price of
of all subsequent dividends. Where the delta of the         the Reference Shares);
option at the time of entry into the Option Collar is
between 0 and -0.7, and you have no other positions       ■ the term of the Option Collar;
in relation to the Reference Shares, the entry into       ■ the length of time you have held the Reference
the Option Collar will not affect your eligibility for      Shares; and
franking credits.
                                                          ■ whether or not the Reference Shares are
Where you are under a related payment obligation,           expected to pay franked dividends.
your delta will be tested at the later of entry into
the last position in relation to the Reference Shares     5.2.3.5 Distribution Statement
and the 45th day prior to the relevant ex-date. As        Where Macquarie pays you an amount in respect of
your net delta in relation to the Reference Shares        a dividend received by it in respect of a Reference
will vary throughout the term as a result of change       Shares borrowed under the Stock Loan, Macquarie
in a number of variables, including the price of the      will provide a statement to you stating the level of
Reference Share, distributions and volatility, if you     franking of the distribution and the amount of the
are under a related payment obligation you will           franking credit. You will not be able to claim the
be required to re-calculate your net delta in the         franking credits attaching to the distribution without
Reference Share on the 45th day prior to the ex-date      this statement.
even in circumstances where you have not entered
into any further positions in respect of the Reference
Shares.
Alternatively, you may be a “qualified person” if you
are an individual, are not under a related payment
obligation and your franking tax offset entitlements
in any given income year do not exceed $5,000.




                                                                                                                         43
     5.2.3.6 Trust distributions                                 5.2.4
     Where Macquarie pays to you a distribution or an            Early Maturity
     amount equal to the value of a distribution in respect      5.2.4.1 Early Maturity where Maturity Acceleration
     of Reference Shares that are units in a trust that is       Event occurs
     not a corporate unit trust or public trading trust, you
                                                                 (Option Lapses)
     will be required to include in your assessable income
     the amount that would have been included had you            Where the Option lapses, this will give rise to a
     continued to hold the Reference Shares. This will be        capital gain or loss equal to the difference between
     an amount equal to that share of the net income of          the capital proceeds received on lapse (being
     the Listed Entity that is proportionate to the income       Option Break Costs received from Macquarie) (if
     entitlement of the Reference Shares, whether or not         any) and your cost base or your reduced cost base
     this is equal to the distribution.                          in the Option (which will include the Fixed Premium
                                                                 and any Break Costs, refer 5.2.2.1 above). This
     Where the Reference Shares are units in a trust that        capital gain or loss will arise at the time of expiry of
     is a public trading trust or corporate unit trust for the   the Option.
     purposes of the Tax Act, distributions in respect of
     the Reference Shares will be treated as dividends           Lapse of the Option in these circumstances will not
     for tax purposes and the discussion in 5.2.3.1 to           give rise to any CGT consequences in relation to the
     5.2.3.4 above will apply to determine whether you           Reference Shares where the Equivalent Shares are
     are entitled to any franking credits attached to the        redelivered under the Stock Loan.
     distributions on the Reference Shares.                      5.2.5
     5.2.3.7 Corporate actions                                   Maturity
     Where a corporate action occurs in relation to the          5.2.5.1 Redelivery of Equivalent Shares
     Borrowed Shares that results in a distribution being        Redelivery of the Equivalent Shares should not give
     made to Macquarie (eg. an issue of rights or options        rise to any tax consequences.
     or issue of bonus shares) that Macquarie transfers
     to you, the taxation consequences for you will be           In the event Macquarie does not redeliver the
     the same as if you held the Reference Shares at all         Equivalent Shares (for example, if you default in
     relevant times.                                             paying any Variable Premium or Option Break Costs
                                                                 payable by you), the Stock Loan will not be a section
     If Macquarie instead pays to you the value of the           26BC compliant securities lending arrangement,
     distribution, you must include in your assessable           and the original transfer of Borrowed Shares from
     income the amount that would have been included             you to Macquarie will be treated as a disposal for tax
     had you held the Borrowed Shares at the time                purposes (requiring, if necessary, an amendment
     the distribution was made or, if the distribution is        of past tax returns). In these circumstances, you
     a bonus share, right or option, you will be treated         will realise a capital gain or capital loss from the
     as having received that asset directly and then as          disposal to Macquarie to the extent that the market
     having disposed of it for an amount equal to the            value of the Borrowed Securities at the time of the
     payment received from Macquarie.                            Stock Loan exceeds or is less than your cost base
     Where Macquarie redelivers Borrowed Shares                  or reduced cost base in those assets.
     to you, prior to a corporate action that results in         5.2.5.2 Closing Price is less than Protection Price at
     the Borrowed Shares changing in some way or                 Maturity
     ending (eg. a takeover), you will be subject to the
     ordinary tax consequences arising from the relevant         (Option Physically Settled)
     corporate action.                                           Where the Option is exercised and physically
                                                                 settled (ie. you have provided a Physical Settlement
                                                                 Request), any capital gain or loss arising on the
                                                                 Option will be disregarded and the cost base of the
                                                                 Option (which should comprise the Fixed Premium)
                                                                 will be included in the cost base of the Reference
                                                                 Shares.




44
Exercise of the Option will result in a disposal of        5.2.5.4 Closing Price is greater than Cap Price at                Section 5
the Reference Shares, giving rise to a capital gain        Maturity
or loss equal to the difference between the capital
                                                                                                                       Superannuation
                                                           (Option lapses)
proceeds (ie. the Protection Price) and the cost                                                                         and Taxation
                                                           Expiry of the Option will give rise to a capital loss
base or reduced cost base of the Reference Shares
                                                           equal to your reduced cost base in the Option                Considerations
(refer to 5.2.2.2 above), which will also include the
                                                           (which will include any Fixed Premium and any
cost base of the Option. Any capital gain or loss will
                                                           Variable Premium, refer 5.2.2.1 above). This capital
arise on the date of exercise of the Option.
                                                           loss will arise at the time of expiry of the Option.
(Option Cash Settled)
                                                           If you have provided a Sell Instruction (including by
Where the Option is exercised and Cash Settled, a          way of providing a Physical Settlement Request), the
capital gain or loss will arise equal to the difference    Reference Shares will be sold on your behalf. This
between the capital proceeds (ie. the Cash                 will give rise to a capital gain or loss for you equal to
Settlement Amount) and the cost base or reduced            the difference between the capital proceeds (ie. the
cost base of the Option (refer to 5.2.2.1 above). Any      proceeds received from sale) and the cost base or
capital gain or loss will arise at the time that Cash      reduced cost base of the Reference Shares (refer to
Settlement of the Option takes place.                      5.2.2.2 above). Any capital gain or loss will arise on
Exercise and Cash Settlement will not give rise to         the date of sale.
any CGT consequences in relation to the Reference          5.2.5.5 Discount CGT
Shares.
                                                           Discount CGT treatment will be available in respect
(Option not exercised)                                     of any capital gain resulting from a disposal of an
Where the Option is not exercised, the Option will         Option or Reference Share, provided you are an
expire and Macquarie. will pay the Assessed Value          individual, trustee or a complying superannuation
Payment to you. This expiry will give rise to a capital    entity, and the relevant CGT event occurs at least 12
gain or loss equal to the difference between the           months after the date the Option or Reference Share
capital proceeds (ie. the Assessed Value Payment)          was acquired.
and the cost base or reduced cost base of the              If discount treatment is available, any resulting
Option (refer to 5.2.2.1 above). Any capital gain or       capital gain will be reduced by 50% for an Investor
loss will arise at the time of expiry of the Option.       who is an individual or trustee, or 331⁄3% for an
Lapse of the Option in these circumstances will not        Investor who is a complying superannuation entity.
give rise to any CGT consequences in relation to the       5.2.6
Reference Shares.                                          Taxation of financial arrangements
5.2.5.3 Closing Price is between Protection Price          On 8 May 2007, Treasury released a revised
and Cap Price at Maturity                                  exposure draft of the Tax Laws Amendment
(Option lapses)                                            (Taxation of Financial Arrangements) Bill 2007
                                                           (“TOFA”). The TOFA exposure draft contains
Expiry of the Option will give rise to a capital loss
                                                           proposed amendments to the Act as it applies to
equal to your reduced cost base in the Option
                                                           “financial arrangements”.
(which will include any Fixed Premium, refer 5.2.2.1
above). This capital loss will arise at the time of        One of the main features of the proposed
expiry of the Option.                                      TOFA regime is to tax gains from financial
                                                           arrangements on a revenue basis and, where a
If you have provided a Sell Instruction (including by
                                                           gain from the arrangement is sufficiently certain at
way of providing a Physical Settlement Request), the
                                                           commencement, on an accruals basis over the term
Reference Shares will be sold to Macquarie. or on
                                                           of the arrangement. Gains may also be taxed on an
the ASX on your behalf. This will give rise to a capital
                                                           accruals basis where the gains become sufficiently
gain or loss for you equal to the difference between
                                                           certain during the term of the arrangement. Where
the capital proceeds (ie. the proceeds received from
                                                           a gain from a financial arrangement is not, and
sale) and the cost base or reduced cost base of
                                                           does not become, sufficiently certain, the gain will
the Reference Shares (refer to 5.2.2.2 above). Any
                                                           be taxed on a realisation basis. Alternatively, the
capital gain or loss will arise on the date of sale.
                                                           exposure draft provides for taxpayers to elect to
                                                           apply one of a number of alternative methods for


                                                                                                                                  45
Section 5        the purpose of calculating gains and losses from          5.2.7
                 financial arrangements that broadly result in gains        Goods and Services Tax
Superannuation   and losses from financial arrangements being               The A New Tax System (Goods and Services Tax)
and Taxation     brought to account for tax purposes on the same           Act 1999 and related legislation impose a goods
                 basis and timing as for accounting purposes.
Considerations                                                             and services tax (“GST”) on certain “supplies”.
                 The exposure draft sets out a number of exceptions        The A New Tax System (Goods and Services Tax)
                 to the application of the proposed provisions.            Regulations 1999 identify a range of supplies that
                 Relevantly, these include financial arrangements           are input taxed “financial supplies” and not subject
                 involving individuals, or entities with an annual         to GST.
                 turnover of less than $20 million, where the              In our view:
                 arrangement is for a period of 12 months or less
                 or is not a qualifying security. Equity interests in      ■ the issue of an Option Collar by Macquarie to an
                 companies are excluded from the operation of the             Investor;
                 default accruals and realisation methods of taxation,     ■ the payment of the Fixed Premium, Variable
                 and interests in a trust that would be equity interests      Premium and Option Break Costs by an Investor
                 if issued by a company will also be outside the              to Macquarie;
                 scope of the proposed amendments.
                                                                           ■ the payment of the Stock Loan Fee and
                 If enacted in their current form, the proposed               distributions on Reference Shares from
                 amendments will only have compulsory application             Macquarie to an Investor; and
                 to income years commencing on or after 1 July
                 2008, unless the Investor elects for the provisions       ■ the transfer, borrowing, redelivery or cash
                 to apply to income years commencing on or after              settlement of Reference Shares,
                 1 July 2007. Further, unless the Investor elects to       will not be subject to GST.
                 apply the rules to all of their financial arrangements
                 existing at the start of the relevant income year,        You should also note that, if GST becomes payable
                 the provisions will apply only to new financial            by Macquarie in connection with any supply made
                 arrangements entered into after that time. Where an       to you under or in connection with this PDS,
                 Investor makes this election, a balancing adjustment      Macquarie can require you to pay an additional
                 calculation is required in respect of these financial      amount on account of GST.
                 arrangements and the resulting gain/loss is spread        5.2.8
                 evenly over four income years.                            Stamp Duty
                 The proposed TOFA provisions should not alter             The issue, acquisition, exercise, lapse and/or cash
                 the taxation treatment of the Stock Loan. However,        settlement of an Option will not give rise to a stamp
                 as the TOFA provisions are currently drafted, the         duty liability. Likewise the transfer, borrowing and
                 Option will be a financial arrangement. For an             redelivery of the Reference Shares under the Stock
                 Investor subject to the TOFA provisions, any gain         Loan, and any sale of the Reference Shares on their
                 or loss on the Option would therefore be taxed on         redelivery, will not give rise to a stamp duty liability.
                 revenue account and on a realisation basis, unless
                                                                           This stamp duty position assumes that the
                 the Investor elected to apply one of the alternative
                                                                           Reference Shares are not suspended from quotation
                 accounting methods.
                                                                           at the time the Option and Stock Loan are entered
                 Revenue treatment under TOFA will not, however,           into.
                 override the provisions ensuring capital gains tax
                                                                           If stamp duty becomes payable by Macquarie in
                 treatment for complying superannuation entities
                                                                           connection with the transactions effected in relation
                 where the financial arrangement is not a debenture,
                                                                           to the Zero Cost Collar Select Facility, Macquarie
                 loan, security or other contract pursuant to which a
                                                                           can require you to pay that stamp duty.
                 person is liable to pay an amount.
                 All Investors should obtain independent taxation
                 advice as to the application of the proposed
                 provisions and their implications for the taxation
                 treatment of an investment under the Zero Cost
                 Collar Select Facility.


  46
Section 6


Additional Information

6.1                                                         Ratings
About Macquarie                                             Macquarie is rated by Standard & Poor’s, Fitch
                                                            Ratings and Moody’s Investors Service (the “Ratings
Macquarie Bank Limited (“Macquarie”) is an                  Agencies”). Current ratings are available from
authorised deposit-taking institution under section 9       various sources including the ASX, brokers and
of the Banking Act 1959 (Commonwealth).                     Macquarie.
Macquarie, as a company whose shares are                    The Ratings Agencies do not independently
quoted on ASX, is a disclosing entity under the             verify information provided to them by Macquarie,
Corporations Act and has a continuous disclosure            and therefore, the Ratings Agencies make no
obligation. This means that, subject to certain             representation or warranty with respect to the
exceptions, Macquarie must disclose to ASX any              accuracy of their ratings. The Ratings Agencies
information concerning it that a reasonable person          have not been involved in the preparation of, or
would expect to have a material effect on the price         authorised the issue of, this PDS.
or value of Macquarie’s securities. Copies of the
information disclosed to ASX can be viewed on the           You should note that credit ratings assigned by the
ASX website, www.asx.com.au.                                Ratings Agencies address only credit risk, which
                                                            is only one element of any investment decision
Financial information                                       and does not relate to the Facility. Ratings are not
As at 31 March 2007, Macquarie had total assets of          recommendations to invest using the Facility or any
A$136.4 billion and equity attributable to ordinary         other security. By publishing a rating, the Ratings
equity holders of Macquarie of A$6.3 billion on a           Agencies are not inducing or advising you to take
consolidated basis. For the year ended 31 March             any action with respect to the Facility or any other
2007, Macquarie reported profit from ordinary activities     security. Ratings and rating reports should not
after income tax attributable to ordinary equity holders    be construed as investment advice, personalised
of A$1,463 million on a consolidated basis.                 or other. Accordingly, you should conduct your
                                                            own evaluation of the Facility or consult with your
No circumstance has arisen or information has
                                                            investment adviser. Ratings are subject to change or
become available, except as disclosed in this
                                                            withdrawal at anytime at the Ratings Agency’s sole
PDS or to the ASX, that would materially affect an
                                                            discretion.
investor’s decision for the purpose of making an
informed assessment of the capacity of Macquarie            Updated information
to fulfil its obligations under the Facility since the end   You can obtain up-to-date information
of the financial year ended 31 March 2007.                   about Macquarie, including financial information
Documents available                                         and ratings, by referring to:
                                                            www.macquarie.com.au/shareholdercentre.
Macquarie will provide a copy, free of charge, of
any of the documents listed below to any person
who requests such copies 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 Report and Annual
  Review of Macquarie; and
■ the latest available interim results of Macquarie.

Macquarie’s latest available Annual Review, Financial
Reports and interim results announcement are also
able to be viewed online via Macquarie’s website at:
www.macquarie.com.au/shareholdercentre.




                                                                                                                   47
     6.2                                                        Macquarie may also have a commercial relationship
                                                                with various senior executives of a Listed Entity
     Potential conflicts of interests                            and may sell financial products to, or advise, such
     Potential conflicts of interest arise because some of       senior executives in relation to the Facility or matters
     the entities involved in this offer are related parties.   unconnected with the Facility.
     The Nominee (Belike Nominees Pty Ltd) is a wholly-
                                                                These activities may have an affect on the value of
     owned subsidiary of Macquarie, and has one or
                                                                Option Collars, Linked Stock Loans and the Shares.
     more directors who are also senior executives of
     Macquarie.                                                 6.3
     Macquarie, other members of the Macquarie                  Anti-money laundering regulations
     Group (including the Nominee), or their directors,
     employees or affiliates may, subject to law, hold           We may require an Investor Party to provide
     shares or units in members of the Macquarie Group          appropriate detailed proof of their identity as well as
     and/or hold Shares, Option Collars and Linked              documented evidence of the source of proceeds
     Stock Loans. The directors and employees of                being used for their investment in the Facility.
     Macquarie and other members of the Macquarie               Such proof and evidence may be considered
     Group may receive remuneration based on the issue          necessary by us to ensure that we fulfil our anti-
     or performance of the Facility, in whole or in part.       money laundering obligations. Failure to provide
     Macquarie, other members of the Macquarie Group            such proof and evidence may result in the early
     or their directors, employees or affiliates may buy         termination of the Facility and any related Option
     and sell (whether as principal or agent) financial          Collars and Linked Stock Loans.
     products related to Option Collars and Linked Stock
                                                                6.4
     Loans or the Listed Entities. The directors and
     employees of Macquarie and other members of the            Amendments to this PDS and the
     Macquarie Group may also hold directorships in the         Transaction Documents
     Listed Entities.
                                                                We may change, subject to the law and the
     Members of the Macquarie Group may have                    amendment powers in the Transaction Documents,
     business relationships or alliances (including joint       any of the terms and conditions of this PDS
     ventures) with any of the Listed Entities and/or be a      (including fees and charges) and the Transaction
     substantial shareholder of any of the Listed Entities.     Documents without prior notice to any Investor
     In addition, members of the Macquarie Group may            Party.
     from time to time advise any of the Listed Entities
     in relation to activities unconnected with the Facility    6.5
     and which may or may not affect the value of               Enquiries and complaints
     the Listed Entities or the Shares, Option Collars
     or Linked Stock Loans. Such relationships and              We have procedures for dispute resolution, and they
     advisory roles may include:                                are available to you free of charge. You may make
                                                                a complaint relating to the Facility directly to us in
     ■ acting as manager or joint lead manager in               writing. We will always acknowledge any complaint
       relation to the offering or placement of rights,         promptly and provide a substantive response
       options or other securities including Shares;            within no more than 45 days. If the outcome is
     ■ underwriting the offering or placement of rights,        unsatisfactory, you may refer your complaint to the
       options or other securities including Shares;            Banking and Financial Services Ombudsman at:

     ■ advising in relation to mergers, acquisitions or         Banking and Financial Services Ombudsman
       takeover offers; and                                     GPO Box 3
                                                                Melbourne VIC 3001
     ■ acting as general financial adviser in respect of,
                                                                Toll free: 1300 78 08 08
       without limitation, corporate advice, financing,          Fax: (03) 9613 7345
       funds management and property and other                  bfso.org.au
       services.




48
6.6                                                     You can contact us to make such a request or for          Section 6
                                                        any other reason relating to the privacy of your
No cooling-off period                                   personal information by telephoning us on the            Additional
There is no “cooling-off” period following the          telephone number, or by writing to us at the address   Information
acceptance of:                                          listed in the Directory.
■ an application for the Facility; or                   Our privacy statement and details on how you may
■ a Transaction Request for an Option Collar.
                                                        access or update your personal information can be
                                                        accessed at www.macquarie.com.au/au/privacy_
6.7                                                     policy.htm.
Privacy statement                                       6.8
By completing the Application Form, you agree to        Ethical considerations
us collecting and using personal information about
you to process your application, and administer         We do not take labour standards or social,
and manage the products and services we provide         environmental or ethical considerations into account
to you. This includes monitoring, auditing and          when selecting, retaining or realising the Facility,
evaluating those products and services, modelling       Linked Stock Loans or Option Collars.
data, data testing, communicating with you and
                                                        6.9
dealing with any complaints or enquiries.
                                                        Consents
You need not give us any personal information
requested in the Application Form or in any other       Clayton Utz has given and not withdrawn its consent
document or communication relating to the               to be named in this PDS in the form and context in
products or services we supply you. However, if         which it is named. Clayton Utz has not authorised
you do not provide us with complete information,        or caused the issue of this PDS, does not make,
we may not be able to process your application or       or purport to make, any statement in this PDS (or
provide you with an appropriate level of service.       any statement on which a statement in this PDS is
                                                        based), and takes no responsibility for any part of
You agree to allow us to provide access to your         this PDS other than Section 5.
personal information to members of the Macquarie
Group as well as external service providers             Belike Nominees Pty Limited (the “Nominee”) has
(including those located offshore), which provide       given and not withdrawn its consent to be named
services in connection with our products and            in this PDS in the form and context in which it is
services, for example, mail houses and professional     named. The Nominee has not authorised or caused
advisers.                                               the issue of this PDS, does not make, or purport to
                                                        make, any statement in this PDS (or any statement
If an adviser’s stamp appears on your Application       on which a statement in this PDS is based), and
Form (or you subsequently notify us of a new            takes no responsibility for any part of this PDS.
adviser), we may supply that adviser with
information about your investments.
We may also disclose your personal information:
■ if, acting in good faith, we believe that the law
  requires or permits us to do so;
■ if you consent; or

■ to any person proposing to acquire an interest in
  our business.
We and other members of the Macquarie Group
may use your personal information to offer products
or services that may be of interest to you unless you
request us not to.
Under the Privacy Act 1988, you may request
access to your personal information that we hold.


                                                                                                                       49
     Section 7


     Equity Option Agreement

     Macquarie, the Nominee and the Investor agree:           2.3
                                                              Option Confirmation
     1. General Conditions
                                                              As soon as practicable after the grant of an Option
     The General Conditions apply to this Equity Option       under clause 2.1, Macquarie will send to the
     Agreement. Unless otherwise specified, to the extent      Investor a Confirmation for that Option. In the event
     that there is any inconsistency between the provisions   of any inconsistency between the provisions of a
     of this Equity Option Agreement and the General          Confirmation and this Equity Option Agreement,
     Conditions, this Equity Option Agreement will prevail.   such Confirmation will prevail for the purpose of the
                                                              relevant Option.
     2. Options
                                                              2.4
     2.1                                                      Lapse of Option
     Issue of Options and Linked Stock                        Any offer made by Macquarie to the Investor in
     Loan                                                     respect of an Option expires at the end of the
                                                              Exercise Period and may not be accepted by the
     (a) If Macquarie accepts a Transaction Request
                                                              Investor thereafter.
         for an Option Collar, in consideration of the
         promise by the Investor to pay to Macquarie any      2.5
         Fixed Premium, any Variable Premium and any
         Option Break Costs, Macquarie will grant to the      Assessed Value Payment
         Investor the Options for that Option Collar on       If an Option which was In-the-Money lapses by
         the Commencement Date, on the terms of this          operation of clause 2.4, Macquarie will pay the
         Equity Option Agreement.                             Assessed Value Payment to the Investor on the
     (b) If Macquarie grants to the Investor Options for      Settlement Date.
         an Option Collar, on the Commencement Date
         the Investor will lend the Underlying Parcel of      3. Premium
         Reference Shares for the Options to Macquarie
         and Macquarie will borrow those Reference            3.1
         Shares from the Investor on the terms of the         Fixed Premium
         Securities Lending Agreement.
                                                              The Investor must pay to Macquarie the Fixed
     2.2                                                      Premium (if any) for an Option on each Fixed
                                                              Premium Payment Date.
     The nature of Options
     Each Option constitutes an irrevocable offer by          3.2
     Macquarie to the Investor to, on effective exercise of   Variable Premium
     that Option during the Exercise Period and provided
                                                              The Investor must pay to Macquarie the Variable
     the Option is In-the-Money:
                                                              Premium (if any) for an Option on the Variable
     (a) if the Investor has given Macquarie a Physical       Premium Payment Date.
         Settlement Request in accordance with clause
         5 – buy the Underlying Parcel for the Protection     4. Exercise
         Price in accordance with clause 5; or
                                                              The Investor may exercise all (but not some) of the
     (b) otherwise – pay the Investor the Cash Settlement     Options held by the Investor in an Option Collar at
         Amount (if any) on the applicable Settlement Date.   any time during the Exercise Period by giving to
                                                              Macquarie a notice (which may be oral or in writing):
                                                              (a) identifying the Options forming part of that
                                                                  Option Collar; and
                                                              (b) stating that the Options are exercised.




50
5. Physical Settlement                                    5.4
                                                          Macquarie’s discretion regarding
5.1
                                                          Physical Settlement
Physical Settlement Request
                                                          Macquarie may, in its discretion, at any time prior to
The Investor may request that the Options in an           the Delivery of the Reference Shares by the Investor
Option Collar be physically settled in accordance         pursuant to clause 5.3(a) and without notice to the
with this clause 5 by giving Macquarie a Physical         Investor, elect not to physically settle the Options
Settlement Request. A Physical Settlement Request:        in an Option Collar, in which case clause 2.2(b) will
(a) must relate to all Options in an Option Collar        apply as if the Investor had not given a Physical
    held by the Investor;                                 Settlement Request.

(b) must be received by Macquarie no later than five
    (5) Business Days and no earlier than 15 Business     6. Sale of the Reference Shares
    Days, before the applicable Maturity Date; and
                                                          6.1
(c) may only be revoked by the Investor by notice         Sell Instruction
    received by Macquarie at least five (5) Business
    Days before the applicable Maturity Date.             The Investor may request that on Maturity of the
                                                          Option, if it lapses unexercised (whether In-the-
5.2                                                       Money or Out-of-the-Money) or is Cash Settled, that
Effect of a Physical Settlement                           the Number of Shares to be Delivered be sold in
                                                          accordance with clause 6.2 by giving Macquarie a
Request                                                   Sell Instruction. A Sell Instruction:
A Physical Settlement Request constitutes:                (a) must relate to all Options in an Option Collar
(a) where the Option is In-the-Money – a notice               held by the Investor;
    to Macquarie during the Exercise Period to            (b) must be received by Macquarie no later than
    exercise all of the Options in the Option Collar in       five (5) Business Days (unless otherwise agreed
    accordance with clause 5.3; and                           by Macquarie) and no earlier than 15 Business
(b) where the Option lapses without being                     Days, before the applicable Maturity Date;
    exercised – a Sell Instruction,                       (c) may only be revoked by the Investor by notice
which may only be revoked in accordance with                  received by Macquarie at least five (5) Business
clause 5.1(c).                                                Days before the applicable Maturity Date; and
                                                          (d) will be deemed to have been received by the
5.3
                                                              Nominee when it is received by Macquarie.
Physical Settlement
                                                          6.2
(a) Subject to clause 5.4, if the Investor has given
    Macquarie a Physical Settlement Request in            Sale of Reference Shares
    accordance with clause 5.1 and the Option is          (a) If the Investor has given a Sell Instruction in
    In-the-Money, then:                                       accordance with clause 5.2(b) or clause 6.1
      (i) the Investor will Deliver (and hereby directs       (and has not revoked it in accordance with
          the Nominee to Deliver) to Macquarie the            clause 6.1(c) or 5.1(c)) then either:
          Number of Shares to be Delivered on the               (i) Macquarie will purchase all of the Number of
          Valuation Date; and                                       Shares to be Delivered from the Investor as
      (ii) conditional on Delivery of the Reference                 principal; or
           Shares in accordance with clause 5.3(a),             (ii) the Nominee will arrange for the Number
           Macquarie will pay to the Investor the                    of Shares to be Delivered to be sold on the
           Protected Value on the Settlement Date.                   ASX in accordance with the Rules and the
(b) Any Redelivery of Equivalent Shares                              Sell Instruction,
    by Macquarie to the Investor under the                      on the Valuation Date at a price per Reference
    corresponding Linked Stock Loan will take                   Share equal to the Closing Price on the
    place, subject to the terms of the Securities               Valuation Date.
    Lending Agreement, on the Valuation Date.
                                                                                                                   51
     (b) Macquarie will determine in its sole discretion     6.3
         whether the process in clause 6.2(a)(i) or clause
         6.2(a)(ii) will apply.
                                                             Investor acknowledgments
                                                             The Investor acknowledges that in respect of each
     (c) If clause 6.2(a)(i) applies, the Investor will
                                                             sale made under clause 6.2 Macquarie or the
         (and hereby directs the Nominee to) Deliver
                                                             Nominee (as applicable) will issue a Confirmation to
         to Macquarie the Number of Shares to be
                                                             the Investor following the disposal of the Reference
         Delivered on the Valuation Date.
                                                             Shares in accordance with the requirements of the
     (d) In the case of:                                     Corporations Act and the Rules.
         (i) a purchase of the Reference Shares by           7. Termination
             Macquarie as principal, Macquarie will
             (conditional on Delivery of the Reference       Clause 8.3 of the General Conditions sets out
             Shares in accordance with clause 6.2(b)),       the circumstances in which an Option may
             pay to the Investor on the Settlement Date      be terminated and the consequences of that
             an amount equal to the purchase price less      termination.
             any amounts which the Investor owes or
             may owe Macquarie under any Transaction         8. Corporate events and other
             Document (including without limitation any      Option adjustments
             Variable Premium or Option Break Costs);
         (ii) a sale of the Reference Shares other than to   8.1
              Macquarie, the Investor directs the Nominee    Potential adjustment events
              to pay from any sale proceeds (and the
                                                             If the Listed Entity for Shares the subject of, or
              Nominee undertakes to the Investor to pay):
                                                             related to, an Option announces the terms of any
            (A) to Macquarie any amounts which               Potential Adjustment Event, we will determine
                Macquarie notifies the Nominee that the       whether the Potential Adjustment Event has a
                Investor owes or may owe Macquarie           dilutive or concentrative effect on the theoretical
                under any Transaction Document               value of the Shares, and, if so, will:
                (including without limitation any Variable
                                                             (a) adjust one or more of the Protection Price or
                Premium or Option Break Costs); and
                                                                 the Cap Price of the Option and the Number of
            (B) to the Investor an amount equal to the           Options of the related Option Collar, the number
                sale proceeds less the amounts referred          and type of Shares comprised in the Number
                to in (A) above on the Settlement Date.          of Shares to be Delivered as well as any other
                                                                 variable relating to the exercise, settlement,
     (e) Any Redelivery of Equivalent Shares
                                                                 payment or other terms of the Option or the
         by Macquarie to the Investor under the
                                                                 Option Collar as we determine appropriate to
         corresponding Linked Stock Loan will take
                                                                 account for the dilutive or concentrative effect
         place, subject to the terms of the Securities
                                                                 (although no adjustments will be made to
         Lending Agreement:
                                                                 account solely for changes in volatility, expected
         (i) where clause 6.2(a)(i) applies, the Valuation       dividends, stock loan rate or liquidity relevant to
             Date; or                                            the Shares); and
         (ii) where clause 6.2(a)(ii) applies, the           (b) determine from when those adjustments will
              Settlement Date.                                   take effect.




52
8.2                                                      (c) In making an adjustment to the Number                 Section 7
                                                             of Options and/or the number or type of
Maturity Acceleration Events                                 Shares comprised in the Number of Shares                Equity
If a Maturity Acceleration Event occurs, Macquarie           to be Delivered in respect of an Option Collar,         Option
may without prior notice to the Investor declare             Macquarie will, to the extent reasonably
the Maturity Date for an Option Collar to be a date          practicable, make equivalent adjustments to
                                                                                                                 Agreement
earlier than the date originally designated as the           the number or type of Equivalent Shares to be
Maturity Date (“Early Maturity Date”), in which case:        Redelivered under the relevant Linked Stock
(a) subject to paragraph (b) below:                          Loan in accordance with the terms of the Stock
                                                             Loan.
      (i) the Options in the Option Collar shall lapse
          and clauses 2.2, 2.5, 3.2, 4, and 5 of this    (d) The Investor acknowledges that any
          Equity Option Agreement will no longer             adjustments made to the number or type of
          apply; and                                         Shares comprised in the Number of Shares
                                                             to be Delivered and/or the Number of Options
      (ii) the Early Maturity Date will become the           and the Equivalent Shares may not occur
           Maturity Date for all other purposes under        simultaneously.
           the Transaction Documents;
                                                         8.4
(b) the Investor must pay Macquarie the Option
    Break Costs (if any and if positive) in respect      Discretion of Macquarie
    of the earlier termination of the Options in the     If Macquarie determines that a provision of
    Option Collar on the day after the Early Maturity    this clause 8 is inappropriate in any particular
    Date or on such later date as Macquarie may          circumstances, or that any event which is not dealt
    agree.                                               with by this clause 8 should have been dealt with by
                                                         it, Macquarie may vary that provision or insert a new
8.3
                                                         provision as it considers appropriate.
Adjustments and consistency with
Stock Loan
(a) If any adjustment is made to the number or
    type of Equivalent Shares to be Redelivered
    under the Securities Lending Agreement, then
    an equivalent adjustment will, to the extent
    reasonably practicable, be made by Macquarie
    to the Number of Options and/or the number
    or type of Shares comprising the Number of
    Shares to be Delivered.
(b) Subject to clause 8.3(a) and without limiting
    Macquarie’s discretion in clause 8.1 above,
    Macquarie may determine any adjustment(s)
    to be made under clause 8.1 by reference to
    the adjustment(s) in respect of the Potential
    Adjustment Event made by the ASX to options
    traded on the ASX over the same Shares.




                                                                                                                        53
     Section 8


     Securities Lending Agreement

     Macquarie, the Nominee and the Investor agree:              2. Stock Loan
                                                                 On the Commencement Date of an Option Collar:
     1. General Conditions and
     interpretation                                              (a) the Investor will lend the Number of Shares to be
                                                                     Delivered (the “Borrowed Shares”) to Macquarie,
     1.1                                                             and Macquarie will borrow the Borrowed
                                                                     Shares from the Investor, in accordance with
     General Conditions                                              this Securities Lending Agreement, and the
     The General Conditions apply to this Securities                 Transaction Documents; and
     Lending Agreement. Unless otherwise specified, to
                                                                 (b) the Investor directs the Nominee to (and subject
     the extent that there is any inconsistency between
                                                                     to the Investor having complied with clause 2.1
     the provisions of this Securities Lending Agreement
                                                                     of the Nominee Terms, the Nominee will) Deliver
     and the General Conditions, this Securities Lending
                                                                     the Borrowed Shares to Macquarie and vest title
     Agreement will prevail.
                                                                     to the Borrowed Shares in Macquarie.
     1.2
     Interpretation                                              3. Delivery of Borrowed Shares and
     (a) All Stock Loans carried out under this
                                                                 Equivalent Shares
         Securities Lending Agreement will be effected           The parties will execute and deliver all necessary
         in accordance with the Rules, if applicable,            documents and give all necessary instructions to
         together with current market practices, customs         procure that all right, title and interest in:
         and conventions, in so far as they are not
                                                                 (a) any Borrowed Shares delivered pursuant to
         inconsistent with the terms of this Securities
                                                                     clause 2; and
         Lending Agreement.
                                                                 (b) any Equivalent Shares redelivered pursuant to
     (b) Notwithstanding the use of expressions such as
                                                                     clause 6,
         “borrow”, “lend”, “redeliver” etc., which are used
         to reflect terminology used in the market for            will pass from one party to the other, free from all
         Stock Loans, all right, title and interest in and to    liens, charges, equities and encumbrances, on
         any shares “borrowed” or “lent” in accordance           delivery or redelivery of the same in accordance with
         with this Securities Lending Agreement (“title”)        this Securities Lending Agreement.
         will pass from one party to the other (or its
         nominee) subject to the terms of this Securities        4. Dividends, corporate actions and
         Lending Agreement free and clear of any liens,
         claims, charges or encumbrances or any other
                                                                 voting rights
         interest of the transferring party or of any third      4.1
         party (other than a lien routinely imposed on all
         securities in a relevant clearance system), the         Income
         party obtaining (or whose nominee obtains)              Ordinary Dividends
         such title being obliged to redeliver Equivalent
                                                                 (a) If an Ordinary Dividend is paid by the Listed
         Shares. Each Transfer under this Securities
                                                                     Entity in relation to any Borrowed Shares on or
         Lending Agreement will be made so as to
                                                                     by reference to an Income Payment Date on
         constitute or result in a valid and legally effective
                                                                     which such Borrowed Shares are the subject
         transfer of the transferring party’s legal and
                                                                     of a Stock Loan, Macquarie will on the date
         beneficial title to the recipient (or its nominee).
                                                                     the Ordinary Dividend is paid (or as otherwise
     1.3                                                             determined by Macquarie) pay to the Investor
                                                                     the Ordinary Dividend or a sum of money
     Inconsistency                                                   equivalent to the amount that the Investor
     In the event of any inconsistency between the                   would have been entitled to receive (after any
     provisions of a Confirmation and this Securities                 deduction, withholding or payment for or on
     Lending Agreement, such Confirmation will prevail                account of any tax made by the relevant Listed
     for the purpose of the relevant Stock Loan.                     Entity (or on its behalf) in respect of such
                                                                     Ordinary Dividend) had such Borrowed Shares
                                                                     not been loaned to Macquarie and been held by
                                                                     the Investor on the Income Payment Date.
54
Special Dividends – Cash                                    (d) For the purpose of clause 4.1(c), the “value” of a
(b) If a Special Dividend is declared by the Listed             Special Dividend in the form of securities will be
    Entity in relation to any Borrowed Shares on or             determined as:
    by reference to an Income Payment Date on                     (i) the Low Price of the relevant securities on
    which such Borrowed Shares are the subject of                     that day;
    a Stock Loan, and such Special Dividend is not
    in the form of Shares or other securities:                    (ii) if the Low Price cannot be determined for
                                                                       the purposes of clause 4.1(d)(i) above, the
    (i) Macquarie will sell to the Investor, and the                   amount Macquarie determines in its sole
        Investor will buy from Macquarie, on the ex-                   discretion as the reasonable value for the
        date for the Special Dividend, the Number                      Special Dividend having regard to clause
        of Identical Securities for the Aggregate                      4.1(d)(i) above (to the extent available).
        Purchase Price;
                                                            Special Dividends – Identical Securities
    (ii) the Investor hereby directs Macquarie to
                                                            e) If a Special Dividend is declared by the Listed
         procure the delivery of such securities so
                                                               Entity in relation to any Borrowed Shares on or
         acquired to the Nominee as soon as is
                                                               by reference to an Income Payment Date on
         reasonably practicable on or after the ex-
                                                               which such Borrowed Shares are the subject
         date for the Special Dividend;
                                                               of a Stock Loan and the Special Dividend is in
    (iii) the Investor must pay the Aggregate                  the form of Identical Securities, Macquarie will,
          Purchase Price to Macquarie on the date the          as soon as reasonably practicable following
          Special Dividend is paid by the Listed Entity;       the date on which the Identical Securities are
          and                                                  actually issued and delivered, pay (or deliver) to
    (iv) Macquarie will on the date the Special                the Investor that Special Dividend. Where the
         Dividend is paid by the Listed Entity (or as          Investor becomes entitled to receive Identical
         otherwise determined by Macquarie) pay                Securities pursuant to this clause, the Investor
         to the Investor the Special Dividend or a             directs Macquarie to procure the delivery of
         sum of money equivalent to the amount that            such securities to the Nominee.
         the Investor would have been entitled to
                                                            4.2
         receive (after any deduction, withholding or
         payment for or on account of any tax made          Corporate actions
         by the relevant Listed Entity (or on its behalf)   (a) Where in respect of any Borrowed Shares, the
         in respect of such Special Dividend) had               Listed Entity issues any right or option in respect
         such Borrowed Shares not been loaned to                of the Borrowed Shares, Macquarie must either
         Macquarie and been held by the Investor on             (at its discretion) Deliver to the Nominee or make
         the Income Payment Date.                               available to the Investor:
Special Dividends – non-Identical Securities                      (i) the right, or option; or
(c) If a Special Dividend is declared by the Listed               (ii) an identical right or option; or
    Entity in relation to any Borrowed Shares on or
    by reference to an Income Payment Date on                     (iii) a payment equal to the value to the Investor
    which such Borrowed Shares are the subject                          of the right or option.
    of a Stock Loan, and such Special Dividend is           (b) For the purpose of clause 4.2(a)(iii) “value” will
    in the form of securities that are not Identical            be determined as follows:
    Securities, Macquarie will, on the ex-date for
    the Special Dividend, (or on a date as otherwise              (i) in the case of rights or options which are
    determined by Macquarie), pay to the Investor                     renounceable rights and which are traded on
    a sum of money (a “Substitute Payment”)                           the first ex-rights Trading Day, the Low Price
    equivalent to the value of the Special Dividend                   of the relevant rights on that day;
    that the Investor would be entitled to receive                (ii) in the case of rights or options that are
    (after any deduction, withholding or payment for                   renounceable rights which are not traded on
    or on account of any tax made by the relevant                      the first ex-rights Trading Day or are non-
    Listed Entity (or on its behalf) in respect of such                renounceable rights, the Low Price of the
    Special Dividend) if such Borrowed Shares had                      relevant Share on ex-rights Trading Day less
    not been loaned to Macquarie and been held by                      the Exercise Price of the right or option; or
    the Investor on the Income Payment Date.
                                                                                                                       55
           (iii) if the relevant prices cannot be determined       4.4
                 for the purposes of clauses 4.2(b)(i) or (ii)
                 above, the amount Macquarie determines
                                                                   Share Calls
                 in its sole discretion as the reasonable value    If a Share Call in respect of the Borrowed Shares is
                 for the rights or options having regard to        announced to the ASX, then Macquarie will notify
                 clauses 4.2(b)(i) and (ii) above (to the extent   the Investor of the Share Call. On receipt of such
                 available).                                       notification, the Investor may pay to Macquarie the
                                                                   amount referred to in such Share Call in respect of
     (c) Macquarie may in its sole discretion pay to the
                                                                   the Borrowed Shares no later than five (5) Business
         Investor an amount additional to the payments
                                                                   Days before the date that is the last day that
         made pursuant to clause 4.1(b) or 4.2(a)(iii).
                                                                   payment for the Share Call can be made, and in
     4.3                                                           which case the Equivalent Shares will become the
                                                                   Borrowed Shares as adjusted for the Share Call.
     Additional Stock Loans
     (a) If the Investor becomes entitled to:                      4.5

           (i) a Substitute Payment pursuant to clause 4.1(c);
                                                                   Reconstruction of capital
                                                                   In the case of a conversion, subdivision or
           (ii) a payment pursuant to clause 4.2(a)(iii);
                                                                   consolidation of the Borrowed Shares, the
                and/or
                                                                   Equivalent Shares with respect to the relevant Stock
           (iii) an additional payment pursuant to clause          Loan may, without prejudice to any other right a
                 4.2(c),                                           party may have under a Transaction Document,
                                                                   be adjusted to be the securities into which the
           the Investor hereby directs Macquarie to:
                                                                   Borrowed Shares have been converted, subdivided
           (iv) on or about the ex-date relevant to such           or consolidated.
                Income entitlement or rights or option
                issue apply such payment(s) to acquire (on         4.6
                behalf of the Investor) Identical Securities       Treatment of different kinds of
                (or such other Shares as is necessary to
                ensure the number and type of Shares
                                                                   property
                subject to the Stock Loan are identical to         Where, following the application of this clause
                the number and type of Shares subject to           4, the Borrowed Shares comprise property of
                the Option Collar to which the Stock Loan          different kinds (including, without limitation,
                is linked, as adjusted under clause 8.1 of         securities of different classes or of different entities)
                the Equity Option Agreement) and any               each of those kinds of property is to be treated
                related documents evidencing title thereto (if     as a Borrowed Share in its own right, and each
                appropriate); and                                  adjustment required by this clause 4 may be made
                                                                   to each kind of property separately.
           (v) procure the delivery of such securities so
               acquired to the Nominee as soon as is
               reasonably practicable following the date on
               which Macquarie acquires such securities
               on the Investor’s behalf.
     (b) If, as a result of the operation of clause 4.1(b),
         4.1(e), or 4.3(a)(v), the Investor (or the Nominee) is
         delivered securities, the Investor will immediately
         lend such securities to Macquarie pursuant to a
         new Stock Loan on the terms of this Securities
         Lending Agreement in relation to which:
     (i)   there will be no Stock Loan Fee payable; and
     (ii) the Redelivery Date of such Stock Loan will be
          the same as the Redelivery Date of the Stock
          Loan giving rise to such securities.
     The Investor hereby directs the Nominee to Deliver
     such securities to Macquarie.
56
4.7                                                        (b) Provided no Event of Default has occurred              Section 8
                                                               under any of the Transaction Documents,
Alternative adjustments                                        Macquarie will periodically return to the            Securities
If:                                                            Investor, by way of Redelivery to the Nominee,        Lending
                                                               the Equivalent Shares not later than the last
(a) an event of a kind specified in this clause 4
                                                               Business Day before the first anniversary
                                                                                                                   Agreement
    occurs, and Macquarie considers that any of the
    provisions of this clause 4 are not appropriate in         of the Delivery by the Nominee to us of the
    any particular situation; or                               Borrowed Shares. The Investor undertakes
                                                               to immediately accept such Redelivery of the
(b) an event occurs which is not dealt with in this            Equivalent Shares and immediately re-lend the
    clause 4 which Macquarie considers should                  Equivalent Shares to Macquarie as Borrowed
    have been dealt with,                                      Shares in accordance with the processes set
Macquarie may:                                                 out in clauses 2 and 3 of this Securities Lending
                                                               Agreement and on the terms of the Transaction
(i)   make, or refrain from making, any adjustment to          Documents. The Investor directs the Nominee
      the Borrowed Shares as Macquarie considers               to effect the Deliveries required by this clause.
      appropriate, and determine the effective date of         No additional Stock Loan Fee will be payable by
      such adjustment; or                                      Macquarie in respect of the further lending of
(ii) deem the event to be a Maturity Acceleration              Equivalent Securities to Macquarie pursuant to
     Event.                                                    this clause.

4.8                                                        7. Event of Default
Voting rights                                              Clause 8.3 of the General Conditions sets out
Where a right to vote arises in respect of Borrowed        the circumstances in which a Stock Loan may be
Shares during the term of a Stock Loan, Macquarie          terminated early and the consequences of such
will not cast any vote in respect of Borrowed Shares       termination.
at any meetings of members (or class of members)
of the relevant Listed Entity and the Investor will have   8. Tax and loss of tax Benefits
no right to direct or instruct Macquarie in regards to
such rights.                                               8.1
                                                           Imputation Benefits
5. Stock Loan transaction fee                              If:
In respect of each Stock Loan, Macquarie must pay
                                                           (a) an Income Payment Date occurs during an
to the Investor the Stock Loan Fee on each Stock
                                                               Income Determination Period in relation to a
Loan Fee Payment Date.
                                                               Stock Loan;

6. Redelivery of Equivalent Shares                         (b) had the Investor been the holder of those
                                                               Borrowed Shares on the relevant Income
(a) Provided that no Event of Default has occurred             Payment Date, it would have received a Franked
    under any of the Transaction Documents,                    Distribution in respect of those Borrowed
    Macquarie will Redeliver Equivalent Shares to              Shares;
    the Nominee on the Redelivery Date, provided
    that if such a settlement is not possible on the       (c) the Investor is an Australian Taxpayer;
    Redelivery Date, the Equivalent Shares will be         (d) the failure of the Investor to receive a Franked
    Redelivered on such other Business Day as is               Distribution is not due to any unreasonable act
    determined by Macquarie.                                   or omission by or on behalf of the Investor; and
                                                           (e) Macquarie has not otherwise determined that
                                                               the Investor is not entitled to compensation for
                                                               the loss of Imputation Benefits,




                                                                                                                           57
Section 8    then, Macquarie may either:                              9. Investor representations
Securities   (1) if section 216-10 of the 1997 Tax Act applies, as    The Investor hereby represents to Macquarie on a
                 soon as practicable, and in any event within ten
Lending          (10) Business Days, after the relevant payment
                                                                      continuing basis (such representations to survive the
                                                                      completion of any Stock Loan contemplated by this
Agreement        date of the Franked Distribution, give to the        Securities Lending Agreement) that it is absolutely
                 Investor a Transfer of Distribution Statement        entitled to pass full legal and beneficial ownership
                 in respect of the Income on those Borrowed           of all Borrowed Shares provided by it under this
                 Shares (which Macquarie is to be taken as            Securities Lending Agreement to Macquarie free
                 having warranted is correct in all material          from any Security Interest, and that it will not purport
                 respects and is effective for the purposes of the    to transfer, or promise to transfer, any or all of the
                 section 216-30 of the 1997 Tax Act); or              Borrowed Shares or Equivalent Shares during the
             (2) otherwise, on the tenth (10th) Business Day          term of this Securities Lending Agreement.
                 after the relevant payment date of the Franked
                 Distribution pay to the Investor an amount           10. Observance of procedures
                 equal to the Franking Credit allocated (or, under
                                                                      Each party will, in taking any action that may be
                 section 202-65 of the 1997 Tax Act, taken to
                                                                      required in accordance with this Securities Lending
                 have been allocated) to the Franked Distribution
                                                                      Agreement, observe the procedures and timetable
                 and specified in the Distribution Statement for
                                                                      applied by the Rules (if and to the extent applicable)
                 that Franked Distribution.
                                                                      and, further, will observe any agreement (oral or
             8.2                                                      otherwise) as to the time for delivery or redelivery of
                                                                      any money, Borrowed Shares or Equivalent Shares
             Notifiable consideration                                  entered into pursuant to this Securities Lending
             For the purposes of section 26BC(3)(d) of the 1936       Agreement.
             Tax Act, the notifiable consideration in respect of any
             Stock Loan is dissected as follows:                      11. Specific performance
             (1) a fee – see clause 5, the definition of “Stock        The Investor agrees that, in relation to legal
                 Loan Fee” in the Glossary and the Confirmation;       proceedings, it will not seek specific performance
                 and                                                  of Macquarie’s obligation to redeliver Equivalent
             (2) other consideration – see clauses 4, 6 and 8.1       Shares (as the case may be) but without prejudice
                 and the definition of “Equivalent Shares” in the      to any other rights it may have.
                 Glossary.

             8.3
             Investor warranty
             The Investor warrants to Macquarie that it will
             not dispose of (by transfer, declaration of trust or
             otherwise) its right to receive any part of the total
             consideration, being notifiable consideration under
             clause 8.2 above.




 58
Section 9


General Conditions

1. Definitions and interpretation
1.1                                                       1.3
Definitions                                                Confirmations
In each Transaction Document, unless the context          If a Confirmation and a Transaction Document are
otherwise requires, the definitions contained in the       inconsistent, the Confirmation will prevail to the
Glossary apply.                                           extent of the inconsistency.

1.2                                                       1.4
Interpretation                                            Discretion
In each Transaction Document, unless the context          If we have the discretion to require or determine
otherwise requires:                                       something, consent to something, or act in a certain
                                                          way under a Transaction Document (including
(a) a reference to an agreement or to any deed,
                                                          without limitation accepting any Transaction
    document or instrument includes, respectively,
                                                          Request or Application), that discretion is unfettered
    that agreement or that deed, document or
                                                          and absolute. It may be exercised without obligation,
    instrument as amended, novated, supplemented,
                                                          despite any previous waiver of it and in addition
    varied or replaced from time to time;
                                                          to any other rights or remedies conferred by the
(b) a reference to any statute, ordinance, code or        Transaction Document or by law. Any determination
    other law, or to any sections or provisions thereof   made by us will be in our sole and absolute
    includes any statutory modification or enactment       discretion and will be conclusive and binding, except
    or any statutory provision substituted therefore      in the case of obvious error.
    and all ordinances, by-laws, regulations and other
    statutory documents issued thereunder;                1.5
(c) the singular includes the plural and vice versa;      Tailored Terms
(d) the word “person” includes a firm, a body              We do not have to grant the same or equal terms to
    corporate, an unincorporated association and a        all parties to any Transaction Document.
    statutory authority;
                                                          1.6
(e) a reference to any party includes a reference         Business Day Convention
    to that party’s executors, administrators,
    successors, substitutes and permitted assigns         If the day on or by which a party must do something
    and any person taking by way of novation;             under a Transaction Document is not a Business
                                                          Day, the parties agree and confirm that the party
(f) a reference to any thing (including any amount)       must do it on or by the next Business Day, or if that
    is a reference to the whole or any part of it and a   Business Day is in another calendar month, on the
    reference to a group of persons is a reference to     previous Business Day.
    any one or more of them;
(g) a reference to the words “including” or “such as”     1.7
    when introducing an example does not limit the        Single Agreement
    meaning of the words to which the example relates
                                                          The parties agree that the Transaction Documents
    to that example or examples of a similar kind;
                                                          relating to an Option Collar and Linked Stock
(h) where any word or phrase is given a defined            Loan constitute one single agreement between
    meaning, any other part of speech or other            the parties. Each Option Collar and Linked Stock
    grammatical form in respect of such word or           Loan are entered into in reliance on the fact
    phrase has a corresponding meaning;                   that all Transaction Documents relating to those
                                                          transactions form a single agreement between the
(i)   headings are inserted for convenience only and
                                                          parties, and the parties would not otherwise enter
      do not affect the interpretation of the relevant
                                                          into an Option Collar or Linked Stock Loan.
      document; and
(j)   a reference in a Transaction Document to
      a clause is a reference to a clause in that
      Transaction Document.
                                                                                                                   59
     2. Representations by Investor                             (i)   no Event of Default continues unremedied;

     Parties                                                    (j)   unless stated in the Application Form,
                                                                      the Investor Party does not enter into the
     Each Investor Party represents to us, on the date                Transaction Document as a trustee of a trust;
     it enters into a Transaction Document, provides
     a Transaction Request, is issued a Confirmation,            (k) neither the Investor Party nor any of its Related
     makes any binding oral communication in                        Bodies Corporate possesses any information
     accordance with a Transaction Document (including              in relation to the Reference Shares which is
     by signing, giving or making a document) and at all            information of the type referred to in Division
     times Obligations remain outstanding, with reference           3, Part 7.10 of the Corporations Act which
     to the facts and circumstances at the time, that:              would legally prevent the Investor entering into,
                                                                    assuming, or performing its obligations under
     (a) the Investor Party obtains various benefits                 the Transaction Document;
         by entering into, exercising its rights and
         performing its obligations under the Transaction       (l)   if the Investor Party is a corporation:
         Document;                                                    (i) it has been incorporated in accordance
     (b) the Investor Party is able to pay its debts as and               with the laws of its place of incorporation, is
         when they become due and payable;                                validly existing under those laws and has the
                                                                          power and authority to carry on its business
     (c) the Investor Party’s obligations under the                       as it is now being conducted;
         Transaction Document are valid and binding and
         are enforceable against it in accordance with                (ii) it has the power to enter into the Transaction
         the Transaction Document’s terms;                                 Document and comply with its obligations
                                                                           under it;
     (d) the performance of the Transaction Document
         does not violate any existing law or regulation              (iii) the Transaction Document does not
         or any document or agreement to which it is                        contravene its constituent documents (if
         a party or which is binding on it or any of its                    any) or any law or obligation by which it, or
         assets;                                                            any of its assets, is bound or are subject or
                                                                            which cause a limitation on its powers, or the
     (e) all authorisations required in order for it to                     powers of its directors to be exceeded;
         conduct its business and relevant to the
         performance, validity and enforceability of the              (iv) it has in full force and effect the
         Transaction Document have been obtained or                        authorisations necessary for it to enter into
         effected and are in full force and effect;                        the Transaction Document, comply with
                                                                           its obligations and exercise its rights under
     (f) there are no actions or claims pending, the                       the Transaction Document and to allow the
         adverse determination of which might have                         Transaction Document to be enforced;
         a material adverse effect on the ability of the
         Investor Party to perform its obligations under              (v) no person has contravened or will
         the Transaction Document, or on the rights                       contravene section 208 or section 209 of
         granted to Macquarie;                                            the Corporations Act or any other law by
                                                                          entering into the Transaction Document or
     (g) it is not entitled to claim for itself or any of its             participating in any transaction in connection
         assets or revenues any right of general immunity                 with the Transaction Document;
         or exemption on the grounds of sovereignty or
         otherwise from suit, execution, attachment or                (vi) there is no pending or threatened
         other legal process in respect of its obligations                 proceeding affecting it, its Related Bodies
         under the Transaction Document;                                   Corporate or any of its assets before a
                                                                           court, governmental agency, commission or
     (h) unless the Investor Party has told us otherwise                   arbitrator except those in which a decision
         in writing, all information contained in the                      against it, its assets or its Related Bodies
         Application Form and any Transaction Request                      Corporate would be insignificant;
         is complete and accurate;




60
    (vii) neither it nor any of its Related Bodies           3. Payments                                                  Section 9
          Corporate is in breach of a law or obligation
          affecting it or any of its assets in a way which   Subject to any netting pursuant to clause 8.3 of             General
          is likely to be a Material Adverse Change;         these General Conditions, all money payable by an          Conditions
          and                                                Investor Party under a Transaction Document must
                                                             be paid in full without set-off or counterclaim of any
    (viii) neither it nor any of its Related Bodies          kind and free and clear of deduction or withholding
           Corporate has immunity from the                   of any kind.
           jurisdiction of a court or from legal process;
(m) if the Investor Party enters into the Transaction        4. Disclaimer
    Document (including by signing, giving or
    making that document) in its capacity as trustee         4.1
    of a trust:                                              Generally
    (i) it is the sole trustee of the trust, having been     Subject to the remainder of this clause, neither we
        properly appointed;                                  nor the Nominee are responsible for any losses of
    (ii) the trust is properly established under the         any kind whatsoever (including those arising as a
         relevant trust deed and is validly subsisting;      result of the negligence, default or dishonesty of any
                                                             servant, attorney, agent or auctioneer employed by
    (iii) as trustee, it has the power to perform all        us or the Nominee) which may occur in or about the
          of its obligations under the Transaction           exercise, attempted exercise or non-exercise of our
          Document and carry on the business or              (or the Nominee’s) rights, powers or remedies under
          make the investments contemplated by               a Transaction Document.
          entering into the Transaction Document;
                                                             Subject to this clause 4 or as otherwise expressly
    (iv) it is not in breach of trust;                       stated in a Transaction Document, all warranties
    (v) it has the right to be fully indemnified out          (whether implied, statutory or otherwise) relating to a
        of the trust assets for obligations incurred         Transaction Document, are excluded.
        under the Transaction Document before the            Where any law or code to which we subscribe
        claims of beneficiaries and that this right of        implies in a Transaction Document any term, and
        indemnity has not been limited in any way;           the law or code voids or prohibits provisions in a
    (vi) no property of the trust has been resettled         Transaction Document which exclude or modify the
         or set aside in any way; and                        operation of the term, then the term is taken to be
                                                             included in the Transaction Document. However, our
    (vii) the Transaction Document is for the benefit         liability and the liability of the Nominee for breach of
          of the trust; and                                  such a term to an Investor Party is, if permitted or
(n) if the Investor Party is an individual, they are at      not prohibited by law or code, limited to one of the
    least 18 years of age.                                   following remedies (at our option or the option of the
                                                             Nominee (as the case may be)):
If the representations made under this clause are
made by the Investor Party in its capacity as trustee        (a) any directly related fees, charges or interest we
of a trust, the representations are also made by that            have charged the Investor Party; or
Investor Party in its personal capacity.                     (b) the payment of the cost of re-supplying the
Each Investor Party acknowledges that we enter                   service or transaction to the Investor Party.
into, or act (or omit to act) on, any Transaction
Document in reliance on the representations in
these General Conditions.




                                                                                                                               61
     4.2                                                       5. Conditional settlement
     Reference Shares                                          Any settlement or discharge by us in favour of an
     (a) If we are not the issuer of the Reference Shares,     Investor Party is conditional on any security or
         or any component of them, each Investor Party         payment given or made to us by the Investor Party
         releases us from all actions, suits, claims,          or by any other person in consideration for, or in
         demands and losses in connection with any             connection with, that settlement or discharge in
         Disclosure Document or any part thereof that          relation to the Investor Party’s obligations under any
         relates to a component of the Reference Shares        Transaction Document not being avoided, repaid
         not issued by us.                                     or reduced by an Insolvency Event or any other
                                                               circumstance. If the relevant security or payment
     (b) Each Investor Party acknowledges that its
                                                               is avoided, repaid or reduced we will be entitled
         obligations under a Transaction Document,
                                                               subsequently to recover the value or amount of that
         including its obligations to repay monies owing
                                                               security or payment from the Investor Party, as if
         by it under a Transaction Document (including
                                                               that settlement or discharge had not occurred.
         without limitation any Variable Premium and any
         costs, fees and other charges) are not affected
         by:                                                   6. Indemnities generally
           (i) the success or failure of any Reference         (a) Each indemnity in a Transaction Document:
               Share;                                              (i) is absolute and unconditional;
           (ii) the level of return from, or loss of money         (ii) is a continuing obligation despite any
                invested in, a Reference Share; or                      settlement of account or the occurrence of
           (iii) any illegality in connection with the                  any other thing;
                 Reference Share, the PDS or any other             (iii) must be discharged without set-off,
                 Disclosure Document.                                    deduction, abatement, counterclaim,
     (c) If the Reference Shares are not issued by us,                   suspension, or deferment (including without
         each Investor Party acknowledges that we:                       any netting that would otherwise apply under
                                                                         clause 8.3 of these General Conditions);
           (i) have not authorised or caused the issue of
               the Disclosure Document;                            (iv) constitutes a separate and independent
                                                                        obligation of the party giving the indemnity
           (ii) do not make or purport to make any                      from its other obligations under the
                statement in the Disclosure Document (or                Transaction Documents; and
                any statement on which a statement in the
                Disclosure Document is based);                     (v) survives the termination of any Transaction
                                                                       Document; and
           (iii) do not take any responsibility for any part
                 of the Disclosure Document other than         (b) The indemnified party does not need to incur an
                 statements included in the Disclosure             expense or make a payment before enforcing
                 Document (if any) with our consent; and           a right of indemnity conferred by a Transaction
                                                                   Document.
           (iv) do not endorse or recommend investments
                under the Disclosure Document.
     If we issue only a component of a Reference Share,
     each Investor Party acknowledges paragraphs (i)
     – (iv) above apply in relation to those components
     of the Reference Share not issued by us (and the
     corresponding parts of the Disclosure Document).




62
7. Default interest                                         8.3                                                         Section 9
If an Investor Party does not pay any amount                Termination                                                 General
payable under a Transaction Document on the                 (a) If an Event of Default occurs, Macquarie may,         Conditions
due date for payment (including where funds in                  without prior notice to the Investor, or being
the Investor Party’s nominated bank account are                 obliged to do so and despite any waiver of any
insufficient to pay the amount when due), the                    previous Event of Default, and in addition to
Investor Party must pay interest on the amount                  any other rights or remedies conferred by any
overdue at the Default Rate.                                    Transaction Document or by law:
Interest charged at the Default Rate accrues daily                (i) declare all the Options in all or any Option
from (and including) the due date to (but excluding)                  Collars held by the Investor and the
the date of actual payment, and is calculated based                   Linked Stock Loans terminated whereon
on actual days elapsed.                                               Macquarie’s obligations under such Options
If a liability becomes merged in a judgment, each                     in the Option Collar and the Linked Stock
Investor Party agrees to pay interest on the amount                   Loans will cease;
of that liability as an independent obligation. This              (ii) determine in its discretion:
interest:
                                                                     (A) the Option Break Costs (if any) of
(a) accrues daily from (and including) the date the                      the terminated Option Collars and
    liability becomes due for payment both before                        which party is obliged to pay them in
    and after the judgment up to (but excluding) the                     accordance with clause 2.1(a) of the
    date the liability is paid; and                                      Equity Option Agreement and clause 8.4;
(b) is calculated at the judgment rate or the Default                (B) the market value (on the date the Event of
    Rate (whichever is higher).                                          Default occurs) of the Equivalent Shares
Each Investor Party agrees to pay interest under this                    to be delivered (or payment to be made,
clause on demand by us.                                                  as the case may be) by Macquarie under
                                                                         the terminated Linked Stock Loans; and

8. Set-off, termination and Option                                   (C) the value of any other outstanding
                                                                         Obligations of the Investor; and
Break Costs
                                                            (b) On the basis of the values so established,
8.1                                                             Macquarie will take an account (as at the
We may set-off                                                  Default Event Date) of what is due from each
                                                                party to the other and the sums due from one
To the extent permitted by law, we may (in addition             party will be set-off against the sums due from
to any general or banker’s lien, right of set-off, right        the other and only the balance of the account
to combine accounts or any other right to which we              will be payable (by the party having the claim
may be entitled), without notifying any Investor Party          valued at the lower amount) and that balance
or any other person, set-off and apply any credit               will be payable on the Default Event Date.
balance (or any part thereof in such amounts as
we may elect) on any account of any Investor Party
with us (whether or not such account has matured)
against any other money owing by us to any other
Investor Party.

8.2
No Investor Party may set-off
Other than as set out in clause 8.3 below, no
Investor Party may (either directly or indirectly) claim,
exercise or attempt to exercise any right of set-off
or counterclaim against us (whether the right is the
Investor Party’s or any other person’s) or any other
right which might have the effect of reducing the
Obligations.
                                                                                                                             63
     8.4                                                           9.2
     Option Break Costs                                            Official directives
     If on the Default Event Date the Option Break Costs           Each Investor Party agrees to indemnify us and the
     are:                                                          Nominee on demand if we determine that any new
                                                                   or amended law (including any law which imposes
     (a) positive, the Investor will pay that amount to
                                                                   a tax on goods and services), order, official policy,
         Macquarie; or
                                                                   directive or request of any governmental agency, or
     (b) negative, we will pay that amount to the Investor.        any change in any interpretation or administration of
                                                                   any law, order, official policy, directive or request of
     9. Indemnities, early unwind and                              any governmental agency, directly or indirectly:
     other costs                                                   (a) increases the cost to us or the Nominee of
                                                                       providing, funding or maintaining any Option
     9.1                                                               (including the Variable Premium liability) and/or
     Costs                                                             any Stock Loan or nominee services;

     Each Investor Party indemnifies us and the Nominee             (b) reduces any amount received or receivable by
     from and against all actions, suits, claims, demands,             us, or our effective return, in connection with
     losses, liabilities, damages, costs and expenses                  any Option (including the Variable Premium
     which may be made or brought against or suffered                  liability) and/or any Stock Loan; or
     or incurred by us or the Nominee in connection with:          (c) reduces our return on capital allocated to any
     (a) any Event of Default;                                         Option (including the Variable Premium liability)
                                                                       and/or any Stock Loan or our overall return on
     (b) the exercise or non-exercise of any right,                    capital.
         power or remedy contained, or referred to, in a
         Transaction Document;
                                                                   10. Guarantee, Indemnity And Third
     (c) the termination of an Option, Variable Premium
         liability or Stock Loan prior to its stated Maturity
                                                                   Party Provisions
         Date or Redelivery Date (as the case may be)              10.1
         (except as a result of our default) including any
         loss, cost or expense incurred in respect of:
                                                                   Guarantor liable
                                                                   The Guarantor is liable for all Obligations both
           (i) any cost associated with us obtaining an
                                                                   individually and jointly with any one or more other
               appropriate form of risk management (or
                                                                   persons named as Guarantor.
               instrument of similar effect) with respect to
               an Option (including the Variable Premium
               liability) and/or a Stock Loan;
           (ii) our exercise or non-exercise of, or our
                inability to, exercise any rights under any risk
                management agreement;
           (iii) the liquidation or redeployment of funds
                 acquired from third parties to make or
                 maintain an Option (including the Variable
                 Premium liability) and/or a Stock Loan;
           (iv) the termination or reversal of any
                arrangements entered into in connection
                with an Option (including the Variable
                Premium liability) and/or a Stock Loan; and
           (v) any loss of profits that we may suffer
               by reason of the early liquidation
               or redeployment of such funds or
               the termination or reversal of such
               arrangements.
64
10.2                                                        10.4                                                           Section 9
Guarantee                                                   Indemnity given by Guarantor                                   General
The Guarantor unconditionally and irrevocably               The Guarantor unconditionally and irrevocably                Conditions
guarantees to us and the Nominee, jointly and               indemnifies us and the Nominee against all
severally, the due and punctual payment and                 losses and claims arising in connection with the
satisfaction of the Obligations.                            Transaction Documents. This indemnity extends
                                                            to cover all actions, suits, claims, demands,
The amount of the Guarantor’s liability as guarantor
                                                            obligations, liabilities, losses, damages, costs and
under this clause 10 of these General Conditions is
                                                            expenses which have been or may be made or
limited to the Obligations.
                                                            brought against or which have been or may be
If an Investor Party defaults in the due and punctual       suffered or incurred by us or the Nominee if the
payment or satisfaction of any of Obligation,               whole or any part of an Obligation:
the Guarantor agrees to pay and/or satisfy the
                                                            (a) is irrecoverable or has never been recoverable
Obligation, immediately on demand.
                                                                by us from the relevant Investor Party;
We may make such a demand on the Guarantor
                                                            (b) cannot be enforced against the relevant Investor
from time to time and whether or not demand has
                                                                Party; or
been made on the relevant Investor Party.
                                                            (c) is not paid to us or performed for any other
The Guarantor acknowledges incurring obligations
                                                                reason whatsoever including by reason of:
and giving rights under the Transaction Documents
for valuable consideration received from us which               (i) any legal limitation, disability, incapacity, lack
includes our entering into the Facility at their request.           of power or authority affecting any person;

10.3                                                            (ii) any of the transactions relating to the
                                                                     Obligations being void, voidable or
Guarantor responsible for reviewing                                  unenforceable (whether or not the matters or
each Investor Party                                                  facts relating thereto have been or ought to
                                                                     have been within our knowledge); or
The Guarantor acknowledges that it is responsible
for making itself aware of each Investor Party’s                (iii) any other fact, matter or thing whatsoever.
financial position and that of any other person
whose obligations or indebtedness may form part             10.5
of the Obligations, and seeking appropriate legal           Payment by Guarantor
advice relating to the Guarantor’s obligations under
these General Conditions.                                   The Guarantor agrees to pay us immediately on
                                                            demand an amount equal to the amount of the
                                                            claims, demands, obligations, liabilities, losses,
                                                            damages, costs and expenses referred to in clause
                                                            10.4 of these General Conditions. We may make
                                                            such a demand from time to time and whether or not
                                                            demand has been made on any other Investor Party.
                                                            The Guarantor agrees that the liability under clause 10
                                                            of these General Conditions is that of principal debtor.




                                                                                                                                65
     10.6                                                    (i)   the insolvency, bankruptcy, winding up,
                                                                   receivership or administration of any party;
     Unconditional nature of obligation
                                                             (j)   any setting aside or avoidance of any payment
     The Guarantor’s obligations under these General
                                                                   by any party;
     Conditions are absolute and unconditional in any
     and all circumstances and are not prejudiced,           (k) any failure of ours to enforce any other Security
     released or otherwise affected by any one or more           Interest, or any alteration or variation to a
     of the following (occurring with or without the             Transaction Document;
     consent of, or notice to, any person):
                                                             (l)   the full or partial release of any other Security
     (a) any release, failure or agreement not to                  Interest; or
         sue, discharge, termination, relinquishment,
                                                             (m) any other fact, matter, circumstance or thing
         compromise, release, waiver, concession,
                                                                 whatsoever which, but for this provision, could
         indulgence, replacement, amendment, variation,
                                                                 or might operate to prejudice, release, discharge
         increase, decrease or compounding of the
                                                                 or otherwise affect the Guarantor’s obligations
         obligations of any person under a Transaction
                                                                 under the Transaction Documents.
         Document or of any of the Obligations;
     (b) any of the Obligations or those of any other        10.7
         person under a Transaction Document being           We are not required to proceed
         or becoming wholly or partially illegal, void,
         voidable or unenforceable, whether by reason of
                                                             against any other Investor Party
         any law or for any reason whatsoever;               We need not proceed against any other Investor
                                                             Party or exhaust any remedies we may have against
     (c) any delay, laches, acquiescence, mistake, act,
                                                             any other Investor Party or enforce any other Security
         omission or negligence on our part or any other
                                                             Interest, but may demand and receive payment from
         person;
                                                             the Guarantor when any Obligation is due.
     (d) any defences being available to a party under a
         Transaction Document;                               10.8
     (e) any part of the money forming part of the           Guarantor’s claims against you
         Obligations being or becoming irrecoverable         Unless and until the whole of the Obligations have
         or never having been recoverable or being or        been satisfied in full, the Guarantor may not make
         becoming unenforceable or never having been         any claim for any sum paid under a Transaction
         enforceable;                                        Document or enforce any rights which it may have
     (f) any non-compliance by us or any other person        (whether by way of defence, indemnity, set-off,
         with the provisions of any law or with any          counterclaim, contribution, subrogation or otherwise)
         provision of a Transaction Document;                against the Investor or the Investor’s property.

     (g) any law or judgment staying or suspending all or    10.9
         any of our rights against any party (by operation   Judgment
         of law or otherwise);
                                                             A judgment obtained against any Investor Party is
     (h) any person becoming or not becoming a               conclusive against the Guarantor.
         Guarantor of the Obligations or any part thereof
         or any discharge or release of any such person;




66
10.10                                                    12.2                                                       Section 9
Conditions precedent                                     Action                                                     General
Any condition or condition precedent to the              Each Investor Party acknowledges that, despite           Conditions
provision of financial accommodation or other             anything to the contrary in any document, if:
benefit (whether financial or otherwise) is for our
                                                         (a) we reasonably suspect that the Investor Party
benefit and not the Guarantor’s. Any waiver of,
                                                             is in breach of any laws relating to anti-money
or failure to satisfy, such a condition or condition
                                                             laundering or counter-terrorism financing
precedent is to be disregarded in determining
                                                             applicable in Australia or elsewhere;
whether an amount forms part of the Obligations.
                                                         (b) any applicable law requires us to do so; or
11. Consent to telephone recording                       (c) we believe we are required to take action under
Each Investor Party:                                         any laws relating to anti-money laundering or
                                                             counter-terrorism financing,
(a) consents to the recording of all telephone
    conversations in connection with a Transaction       then we may take any other action we consider
    Document or with future dealings in relation to      appropriate in order to comply with any laws relating
    a Transaction Document or the Facility, with or      to anti-money laundering or counter-terrorism
    without the use of an automatic tone warning         financing applicable in Australia or elsewhere,
    device;                                              including refusing or ceasing to provide Options and
                                                         other services to any Investor Party.
(b) agrees to obtain any necessary consent of, and
    give notice of such recording to, its affected       In our discretion, we may report any transaction
    personnel;                                           or activity, or proposed transaction or activity,
                                                         in relation to the Facility to any reporting body
(c) agrees that recordings may be submitted              authorised to accept reports under any laws relating
    in evidence in any proceedings relating to a         to anti-money laundering or counter-terrorism
    Transaction Document or the Facility; and            financing applicable in Australia or elsewhere (with
(d) agrees that we are not obliged to maintain           or without notice to the Investor Party).
    copies of such recordings and transcripts for
    the benefit of the Investor Party.                    13. Investor Party to supply
                                                         information
12. Anti-money laundering –                              Each Investor Party will supply to us (when asked)
counter-terrorist financing                               financial or other information relating to the Investor
(AML-CTF)                                                Party as we may from time to time reasonably request.

12.1                                                     14. Taxation
Identification
                                                         14.1
Each Investor Party agrees, promptly on our
request:                                                 Deductions
(a) to supply, or procure the supply of, any             If an Investor Party is required to deduct any tax
    documentation and other evidence; and                from any payment due to us in connection with a
                                                         Transaction Document, then:
(b) perform any acts reasonably requested by us,
                                                         (a) the Investor Party must pay that amount to the
to enable us to comply with any laws relating to anti-       appropriate authority and promptly provide us
money laundering or counter-terrorism financing.              with evidence of payment; and
                                                         (b) the amount payable to us is increased so
                                                             that (after deducting that tax and paying any
                                                             taxes on the increased amount) we receive the
                                                             same amount we would have received had no
                                                             deduction(s) been made.



                                                                                                                         67
     14.2                                                     15. Privacy
     GST                                                      Without limiting any consents given under the
     (a) All payments to be made by an Investor Party         Application Form or PDS, each Investor Party
         in connection with a Transaction Document            consents to us giving, from time to time, to:
         have been calculated without regard to GST. To       (a) any of our related entities;
         the extent that any supply made in connection
         with a Transaction Document is a taxable             (b) any other Investor Party; or
         supply, the recipient must pay, in addition to the   (c) a person notified to us in writing by the Investor
         consideration provided under the Transaction             Party as its representative for the purposes of
         Document for that supply (unless it expressly            any Transaction Document,
         includes GST), an amount (additional amount)
         equal to the amount of the consideration (or its
         GST exclusive market value) multiplied by the rate   any information in our possession about the
         at which GST is imposed in respect of the supply.    Investor Party, a Transaction Document or any
     (b) Terms used in this clause 14.2 which are defined      matter contemplated by a Transaction Document
         in the GST Act have the same meaning in this         that they may request from time to time. We may
         clause.                                              also give such information to fund managers, and
                                                              clearing houses to the extent we deem necessary
     (c) If either party is entitled under a Transaction      or desirable for effecting transactions in connection
         Document to be reimbursed or indemnified by           with a Transaction Document. This information may
         the other party for a cost or expense incurred       be given in electronic, paper or spoken form. We
         in connection with that Transaction Document,        are not in any way liable to an Investor Party, and
         the reimbursement or indemnity payment must          each Investor Party releases us, our directors and
         not include any GST component of the cost            employees from any liability for the unauthorised
         or expense for which an input tax credit may         accessing or release of any such information (except
         be claimed by the party being reimbursed or          to the extent, and only to the extent, arising from our
         indemnified, or by its representative member.         gross negligence or fraud).
     14.3
     Stamp duty                                               16. Assignment
     The Investor Party must pay and account for any          No Investor Party may assign or otherwise transfer
     transfer or similar duties or taxes, and other stamp     the benefit of a Transaction Document or any of
     duties (if any) chargeable in connection with any        their respective rights, remedies, powers, duties or
     transaction effected pursuant to, or contemplated        obligations under a Transaction Document without
     by, a Transaction Document, and will indemnify us        our prior written consent.
     and keep us indemnified against any liability arising
                                                              We may assign, transfer and otherwise grant
     as a result of the Investor Party’s failure to do so.
                                                              participations or subparticipations in all or any part
                                                              of the benefit of a Transaction Document and any of
                                                              our rights, remedies, powers, duties and obligations
                                                              under a Transaction Document without any Investor
                                                              Party’s consent.
                                                              We may disclose to a potential assignee, transferee,
                                                              participant or subparticipant such information about
                                                              an Investor Party and the relevant Transaction
                                                              Document as we consider appropriate.




68
17. Written notices                                          17.2                                                      Section 9
                                                             Posting notices on our website                            General
17.1
Sending notices                                              We may also give a communication to an Investor         Conditions
                                                             Party by making it available at our website for your
Subject to clause 17.2 of these General Conditions, all      retrieval by Electronic Communication, on condition
notices and other communications required under a            that we notify the Investor Party by Electronic
Transaction Document to be in writing must be given          Communication that the communication is available
by the Investor Party or by us (as applicable) and must      for the Investor Party’s retrieval. A communication
be sent to the recipient by hand, prepaid post (airmail if   we make available for an Investor Party’s retrieval
outside Australia) or Electronic Communication.              is deemed to be duly received when the Electronic
                                                             Communication we send the Investor Party to
All notices and other communications are to be sent
                                                             notify the Investor Party of the availability of the
to the addresses of the respective parties as set out
                                                             communication for retrieval is deemed to be received
in the Application Form or as a party may notify to
                                                             under clause 17.1(c) of these General Conditions.
the other party in writing.
A notice or other communication is deemed to be              17.3
duly received:                                               Indemnity
(a) if sent by hand, when left at the address of the         Each Investor Party indemnifies each member of
    recipient;                                               the Macquarie Group from and against all actions,
(b) if sent by prepaid post, five (5) days after the          suits, claims, demands, losses, liabilities, damages,
    date of posting; or                                      costs and expenses which may be made or brought
                                                             against or suffered or incurred by a member of the
(c) if sent by Electronic Communication, either:             Macquarie Group in connection with a member
    (i) on receipt by the sender of an                       of the Macquarie Group acting in good faith in
        acknowledgement or transmission report               connection with a communication purporting to be
        generated by the device from which the               given by an Investor Party in accordance with this
        Electronic Communication was sent                    clause 17.
        indicating that the Electronic Communication
        was sent in its entirety to the recipient; or        18. Bank certificate
    (ii) four (4) hours after the time sent (as recorded     A certificate signed by us stating any amount or rate
         on the device from which the sender sent            for the purpose of a Transaction Document will be,
         the Electronic Communication) unless the            in the absence of manifest error, prima facie binding
         sender receives an automated message that           on the Investor Party.
         the Electronic Communication has not been
         delivered, whichever happens first.                  19. No merger
A communication sent by Electronic Communication             Unless expressly provided in a Transaction
must state the first and last name of the sender and          Document, none of our rights under a Transaction
the Electronic Communication is taken to be signed           Document merges in, adversely affects or is
by the named sender.                                         adversely affected by any other right, Transaction
                                                             Document, Security Interest, judgment or remedy
                                                             which we (or anyone claiming through it) may have
                                                             or obtain.




                                                                                                                            69
     20. Choice of securities                                   26. Co-operation
     We need not resort to any Security Interest,               Each Investor Party undertakes to do anything
     Guarantee or any other right before resorting to any       which we require so that full effect is given to our
     other of them.                                             rights under a Transaction Document, including by
                                                                signing or executing documents.
     21. Variation
     We may vary the terms of a Transaction Document            27. Governing law and submission
     in our absolute discretion. You will be notified of         to jurisdiction
     any amendment to the terms of a Transaction
     Document.                                                  27.1
                                                                Governing law
     22. Entire agreement
                                                                Each Transaction Document is governed by and
     The Transaction Documents contain all the terms            construed in accordance with the laws of New
     on which each Facility is or will be provided and          South Wales.
     supersedes all prior communications.
                                                                27.2
     23. Severability                                           Jurisdiction
     Any part of a Transaction Document which is illegal,       Each party to a Transaction Document
     void or unenforceable will be ineffective to the extent    irrevocably submits to and accepts, generally and
     only of that illegality, voidness or unenforceability,     unconditionally, the non-exclusive jurisdiction of the
     without invalidating the remaining parts of that           courts and appellate courts of New South Wales
     Transaction Document.                                      with respect to any legal action or proceedings
                                                                which may be brought at any time and relating in
     24. Waiver                                                 any way to a Transaction Document. Each party
                                                                irrevocably waives any objection it may now or in
     The failure or delay by us in exercising any right         the future have to the venue of any such action or
     under a Transaction Document does not operate              proceedings and any claim it may now or in the
     as a waiver of any right and the exercise of a single      future have that any such action or proceeding has
     right, or partial exercise of any right, by us under the   been brought in an inconvenient forum.
     Transaction Document does not prevent us from
     exercising any other right.
     Our rights under the Transaction Documents are
     cumulative and are not exclusive of any other rights
     provided by law.
     A waiver by us is effective only if it is in writing
     signed by one or more of our officers.

     25. Time of essence
     Time is of the essence in respect of the obligations
     of an Investor Party under a Transaction Document.




70
28. Direct debit request service                          (g) The Investor Party’s direct debit service                Section 9
                                                              agreement will be automatically cancelled if
agreement                                                     three direct debit payments are dishonoured              General
Each Investor Party authorises and requests                   because of insufficient funds within a 12-month         Conditions
Macquarie Bank Limited (ABN 46 008 583 542)                   period. Macquarie Bank (or its nominated
(User ID 161320) (“Macquarie Bank”), or its                   administrator) will give the Investor Party at
nominated administrator or custodian, to debit each           least 14 days notice in writing if it intends to
account nominated by such Investor Party in the               cancel the Investor Party’s direct debit request.
Application Form (or as may otherwise be notified by           Macquarie Bank (or its nominated administrator)
that Investor Party to Macquarie from time to time in         will also charge the cost of any dishonoured
writing) (“Linked Account/s”) until further notice from       direct debits against the Investor Party’s
the Investor Party in writing, with any amount which          Account.
the Investor Party has requested in connection            (h) If at any time the Investor Party feels that
with the Facility, through BECS (Bulk Electronic              a direct debit against the Investor Party’s
Clearing System). Any such debit will be subject to           Linked Account/s is inappropriate or wrong,
the provisions of this clause 28. Each Investor Party         it is the Investor Party’s responsibility to notify
understands and acknowledges that:                            Macquarie Bank (or its nominated administrator)
(a) The nominated financial institution of the                 or the Investor Party’s financial institution as
    Investor Party’s Linked Account/s may in its              soon as possible.
    absolute discretion, decide the order of priority     (i)   Direct debiting through BECS is not available
    of payment by it of any moneys pursuant to this             on all accounts. The Investor Party understands
    request or any authority or mandate.                        that the Investor Party is advised to check the
(b) The financial institution may, in its absolute               Investor Party’s account details against a recent
    discretion, at any time by notice in writing to the         statement, or check with the financial institution
    Investor Party, terminate this request as to future         as to whether the Investor Party can request
    debits.                                                     a direct debit from the Investor Party’s Linked
                                                                Account. If the Investor Party is uncertain about
(c) Macquarie Bank (or its nominated administrator)
                                                                this, the Investor Party should contact the
    may, by providing at least 14 days prior notice
                                                                financial institution directly.
    in writing to the Investor Party, vary the timing
    of future debits or any of the terms within this      (j)   Macquarie Bank (or its nominated administrator)
    clause 28.                                                  may need to pass on details of the Investor
                                                                Party’s direct debit request to its sponsor
(d) The Investor Party can cancel a given direct
                                                                bank in BECS to assist with the checking
    debit service instruction at any time by
                                                                of any incorrect or wrongful debits to the
    giving Macquarie Bank (or its nominated
                                                                Investor Party’s nominated account. In all other
    administrator), or the nominated financial
                                                                circumstances, Macquarie Bank will keep all
    institution of the Investor Party’s Linked
                                                                information relating to the Investor Party private
    Account/s at least 14 days prior notice in
                                                                and confidential unless otherwise required
    writing.
                                                                by law or unless otherwise permitted by the
(e) Where the debit obligation does not fall on                 Transaction Documents.
    a Business Day, the Investor Party will be
    responsible for contacting the Investor Party’s
    financial institution directly to determine the date
    the debit will be processed and to ensure that
    sufficient cleared funds are available.
(f) It is the Investor Party’s responsibility to ensure
    that there are sufficient cleared funds in the
    Investor Party’s Linked Account/s to honour any
    direct debit instruction. The Investor Party also
    understands that the direct debit instruction
    will be cancelled if the payment is dishonoured
    because of insufficient cleared funds.


                                                                                                                              71
     Section 10


     Nominee Terms

     Macquarie, the Nominee and the Investor agree:         2.2
                                                            Appointment
     1. Definition and General Conditions
                                                            (a) The Investor hereby appoints the Nominee to
     1.1                                                        hold the Reference Shares transferred to it, on
                                                                the Investor’s behalf as its nominee, subject to
     Nature of agreement                                        the terms of the Transaction Documents.
     These Nominee Terms will constitute an agreement
                                                            (b) The Investor must not provide any direction
     between Macquarie, the Nominee and the Investor
                                                                to the Nominee which is inconsistent with the
     regarding the terms on which the Nominee will hold
                                                                provisions of the Transaction Documents and
     the Reference Shares for the Investor.
                                                                any such direction is void.
     1.2                                                    (c) The Investor must not terminate the
     Definitions                                                 appointment of the Nominee or attempt to
                                                                change the custody arrangements with the
     In these Nominee Terms the definitions contained in         Nominee for any of the Reference Shares while
     the Glossary apply to these Nominee Terms unless           any Obligations remain outstanding, unless with
     the context otherwise requires.                            our prior written consent.
     1.3                                                    2.3
     General Conditions                                     Express authorisation
     The General Conditions apply to these Nominee          The Investor expressly authorises and directs
     Terms. To the extent that there is any inconsistency   the Nominee to use, transfer, sell or convert the
     between the provisions of these Nominee Terms          Reference Shares, or to take whatever action is
     and the General Conditions, these Nominee Terms        reasonably required to give effect to the Investor’s
     will prevail.                                          obligations under the Transaction Documents
                                                            including to act in accordance with any direction
     2. Nominee appointment                                 or instruction which it receives from the Investor
                                                            in respect of the Reference Shares which is not
     2.1                                                    inconsistent within the Transaction Documents.
     Transfer to Nominee
                                                            2.4
     (a) As consideration for Macquarie entering the
         Securities Lending Agreement and Equity
                                                            Nominee to notify Macquarie
         Option Agreement, the Investor will cause legal    The Nominee must, as soon as practicable, notify
         title to the Reference Shares to be held by the    Macquarie as soon as it becomes aware of any
         Nominee as its nominee in accordance with          action taken by the Investor to limit, suspend or
         clause 2.2 of these Nominee Terms.                 terminate either the provisions of these Nominee
                                                            Terms or the Nominee’s appointment.
     (b) Subject to Macquarie’s rights under the
         Transaction Documents, the Investor is entitled
                                                            2.5
         to instruct and direct the Nominee about any
         matter concerning the applicable Reference         Indemnification
         Shares.                                            (a) The Nominee indemnifies Macquarie for all
                                                                liability, loss, costs, charges and expenses
                                                                arising from or incurred by Macquarie as a
                                                                result of the breach by the Nominee of any of its
                                                                obligations under the Transaction Documents.
                                                            (b) The Investor indemnifies Macquarie for all
                                                                liability, loss, costs, charges and expenses
                                                                arising from or incurred by Macquarie as a result
                                                                of the Investor taking any action or giving any
                                                                direction or instruction in contravention of the
                                                                Investor’s obligations under the Transaction
                                                                Documents.
72
2.6                                                           3. Inconsistency
Termination                                                   If there is any inconsistency between the provisions
(a) Subject to the provisions of these Nominee                of these Nominee Terms and any other part of
    Terms, the appointment of the Nominee under               the Transaction Documents, the other part of the
    these Nominee Terms will apply until Macquarie            Transaction Documents will prevail to the extent of
    has notified the Investor and the Nominee that             the inconsistency.
    the Investor has discharged all its Obligations
    under the Transaction Documents.
(b) After the date of notification of release under
    paragraph (a), any party may terminate this
    appointment by giving written notice to each
    other party. Such termination will not affect
    any rights or obligations of the parties which
    accrued before the date of termination.
(c) Subject to the rights of Macquarie under the
    Transaction Documents, the Nominee Terms will
    be terminated on the occurrence of any of the
    following events:
      (i) on closure of the Facility in accordance with
          the terms of the Transaction Documents;
      (ii) by notice in writing from either the Investor or
           the Nominee to the other (which notice must
           only be given with the prior written consent
           of Macquarie); or
      (iii) on an Insolvency Event occurring in relation
            to the Nominee.
(d) Termination by either the Nominee or the
    Investor under clause 2.5(c)(ii) of these Nominee
    Terms will be effective on receipt of notice by
    the other party to these Nominee Terms, subject
    to Macquarie’s rights under the Transaction
    Documents.




                                                                                                                     73
     Section 11


     Glossary

     Aggregate Purchase Price means the amount of             BBSW means, for a day, the 90 day bank bill swap
     the relevant Special Dividend declared by the Listed     bid rate (expressed as a percentage) for that day
     Entity multiplied by the number of Borrowed Shares.      quoted on the page designated as “BBSW” on the
                                                              Reuters Monitor or another page that replaces that
     Application Form means the application form
                                                              system to display the bank bill swap rate.
     included in or accompanying this PDS.
                                                              Business Day means a day on which banks and
     Application means the irrevocable application
                                                              the ASX are open for business in Sydney.
     addressed to us for this Facility on the terms and
     conditions set out in the Transaction Documents          Cap Price means, for an Option, the price set out
     and the Application Form.                                as such in the Confirmation relating to the Option,
                                                              as adjusted from time to time in accordance with the
     Assessed Value Payment means, in relation to an
                                                              Transaction Documents.
     Option, 95% of the Cash Settlement Amount that
     would have been payable in relation to that Option if    Cash Settlement means, in relation to an Option,
     it were exercised during the Exercise Period.            settlement of the Option in accordance with clause
                                                              2.2(b) of the Equity Option Agreement.
     ASTC means ASX Settlement and Transfer
     Corporation Pty Limited (ABN 49 008 504 532).            Cash Settlement Amount means, in relation to an
                                                              Option, an amount equal to the greater of:
     ASTC Settlement Rules means the settlement
     rules of the ASTC from time to time.                     (a) the Protection Price minus the Closing Price;
                                                                  and
     ASX means ASX Limited (ABN 98 008 624 691) or
     the stock market conducted by ASX Limited, as the        (b) zero.
     context requires.
                                                              Change in Law occurs where, on or after the
     ASX Market Rules means the market rules of the           Commencement Date of the Option:
     ASX from time to time.
                                                              (a) due to the adoption of, or any change in, any
     Australian dollars or AUD means the lawful                   applicable law or regulation, including any tax
     currency of Australia.                                       law; or
     Australian Taxpayer means any person who is a            (b) due to the promulgation of, or any change in the
     resident of Australia for the purposes of the Tax Act        interpretation by any court, tribunal or regulatory
     (whether that party is acting as a trustee, nominee          authority with competent jurisdiction of, any
     or agent or in some other capacity) at the time a            applicable law or regulation (including any action
     Distribution is paid, other than a party who is acting       taken by a taxing authority),
     in the capacity of trustee, nominee or agent for a
                                                              we determine in good faith that:
     person who is not a resident of Australia for the
     purposes of the Tax Act at the time a Distribution is    (c) it has become illegal for us to hold, acquire
     paid.                                                        or dispose of Shares or to give effect to any
                                                                  provision of the Transaction Documents; or
     Borrowed Shares means, in relation to a Stock
     Loan linked to an Option Collar, the Reference           (d) we will incur a materially increased cost in
     Shares comprised in the Underlying Parcels                   performing our obligations under the Option
     in relation to the Option Collar, as adjusted in             or Linked Stock Loan (including due to any
     accordance with the terms of the Transaction                 increase in tax liability, decrease in tax benefit or
     Documents.                                                   other adverse effect on our tax position).




74
Closing Price means the value for each Reference              Confirmation means, for an Option or a Stock
Share being:                                                  Loan, a document issued by us to the Investor
                                                              which sets out one or more terms (including the
(a) the official price or, if there is no official price, the
                                                              Commercial Terms) of the Option or Stock Loan (as
    mid-market price on the ASX at the Valuation
                                                              applicable).
    Time on the Valuation Date;
                                                              Corporations Act means the Corporations Act
(b) if the price under paragraph (a) cannot be
                                                              2001 (Cth).
    determined or a Market Disruption Event has
    occurred, the price determined by us (in our              Default Event Date means the day on which an
    discretion) as the good faith estimate of the             Event of Default occurs, unless otherwise agreed by
    price that would have prevailed as the official            us.
    closing price on the ASX on the Valuation Date;
                                                              Default Rate means 2% plus BBSW per annum,
(c) if we determine (in our discretion) that neither          calculated daily.
    sub-paragraph (a), (b) or (d) will apply, then
                                                              Delisting occurs where the ASX announces
    the Closing Price will be the Volume Weighted
                                                              that pursuant to the rules of the ASX, the Shares
    Average Price over such number of days up to
                                                              have ceased (or will cease) to be listed, traded or
    and including the Valuation Date as determined
                                                              publicly quoted on the ASX for any reason (other
    by us, provided that such number of days will
                                                              than a Merger Event or Tender Offer) and are not
    not exceed ten (10) Trading Days; or
                                                              immediately re-listed, re-traded or re-quoted on an
(d) if we determine (in our discretion) that neither          exchange or quotation system located in the same
    sub-paragraph (a), (b), or (c) will apply, then the       country as the ASX.
    Closing Price will be the Macquarie Average
                                                              Deliver in relation to Reference Shares means
    Facility Execution Price over such number of
                                                              to transfer the Reference Share as an off market
    days up to and including the Valuation Date as
                                                              transfer in accordance with the ASTC Settlement
    determined by us.
                                                              Rules, or such other means as is determined by
Commencement Date means for an Option or                      Macquarie.
an Option Collar, the date specified by us as the
                                                              Directory means the directory set out on the back
commencement of the Option or the Options
                                                              page of this PDS.
comprising the Option Collar (as applicable) and
confirmed in the Confirmation.                                  Disclosure Document means a product disclosure
                                                              statement, prospectus, offering memorandum or
Commercial Terms means:
                                                              other analogous document relating to the offer of a
(a) for an Option Collar – the Commencement Date,             Reference Share.
    Protection Price, Cap Price, the Number of
                                                              Distribution has the meaning given to that term in
    Options, the Number of Shares to be Delivered,
                                                              section 995-1(1) of the 1997 Tax Act.
    the Fixed Premium, the Fixed Premium Payment
    Date(s) and the Maturity Date for the Options             Distribution Statement means a statement given
    comprising the Option Collar;                             in accordance with section 202-80 (as it may be
                                                              finally amended under section 202-85) of the 1997
(b) for a Stock Loan – the property comprising
                                                              Tax Act.
    the Borrowed Shares, the Redelivery Date,
    the Stock Loan Fee and the Stock Loan Fee
    Payment Date; and
(c) any other variables or parameters relating to the
    Option Collar or Stock Loan identified by us as
    forming part of the Commercial Terms.




                                                                                                                    75
     Early Closure means the closure on any                   (f) there occurs an event which is, or in our opinion
     Exchange Business Day of the ASX or any Related              may lead to, a Material Adverse Change;
     Exchange(s) prior to its Scheduled Closing Time
                                                              (g) we receive any notice from any other party
     unless such earlier time is announced by that
                                                                  which indicates that the Investor Party is in
     exchange at least one hour prior to the earlier of:
                                                                  default under any other financial, payment or
     (i)   the actual closing time for the regular trading        performance obligation with any other party or
           session on the exchange on the Exchange                that any of the events specified in the foregoing
           Business Day; and                                      paragraphs of this definition have occurred;
     (ii) the submission deadline for orders to be entered    (h) the Investor creates or allows to be created
          into the exchange’s system for execution at the         any form of Security Interest over any property
          Valuation Time on the Exchange Business Day.            or right to which it may be entitled pursuant to
                                                                  the Transaction Documents including over any
     Early Maturity Date has the meaning given to that
                                                                  Reference Share which is or may be held by the
     term in clause 8.2 of the Equity Option Agreement.
                                                                  Nominee;
     Electronic Communication means a
                                                              (i)   if the Investor Party is a trustee of a trust:
     communication of information in the form of data,
     text or images by means of guided or unguided                  (i) the Investor Party ceases to be the trustee
     electromagnetic energy, or both. Electronic                        of the trust or any step is taken to appoint
     Communications include email.                                      another trustee of the trust, in either case
                                                                        without our consent; or
     Equity Option Agreement means the agreement
     set out in Section 7 of this PDS.                              (ii) an application or order is sought or made in
                                                                         any court for:
     Equivalent Shares means securities of an identical
     type, nominal value, description and amount to the                (A) the Investor Party’s removal as trustee of
     Borrowed Shares (as adjusted in accordance with                       the trust; or
     the terms of the Securities Lending Agreement).
                                                                       (B) property of the trust to be brought into
     For the purposes of this definition, securities are                    court or administered by the court or to
     equivalent to other securities where they are of                      be brought under its control; or
     an identical type, nominal value, description and
                                                                    (iii) a notice is given or meeting summoned for
     amount and such term will include the certificate
                                                                          the Investor Party’s removal as trustee of
     and other documents of or evidencing title and
                                                                          the trust or for the appointment of another
     transfer in respect of the foregoing (as appropriate).
                                                                          person as trustee jointly with the Investor
     Event of Default means each of the following                         Party;
     events:
                                                              (j)   the Investor, without our consent, gives the
     (a) an Investor Party fails to pay any money                   Nominee any instruction or direction which is
         when due in accordance with a Transaction                  inconsistent with the instructions or directions
         Document;                                                  given to the Nominee under the Transaction
                                                                    Documents or our rights under the Transaction
     (b) an Investor Party fails to duly and punctually
                                                                    Documents;
         perform or comply with any of their obligations
         under a Transaction Document;                        (k) a Merger Event, Tender Offer, Share
                                                                  Redemption, Delisting, Nationalisation or
     (c) any representation made by an Investor Party
                                                                  Hedging Disruption occurs prior to the Maturity
         in connection with a Transaction Document
                                                                  Date;
         is found to have been incorrect or misleading
         when made;                                           (l)   any Change in Law occurs; or
     (d) any event occurs which is deemed to be an            (m) a Share Call is announced to the ASX in respect
         event of default (or any other analogous event),         of the Shares the subject of, or related to,
         howsoever defined, under a Transaction                    an Option, and the Investor does not pay to
         Document;                                                Macquarie the amount referred to in such Share
                                                                  Call.
     (e) an Insolvency Event occurs in relation to an
         Investor Party;

76
ex-date means in relation to any Income entitlement      Glossary means this Section 11 of this PDS.              Section 11
declared with respect to a security, the first day
on which the security is traded on the ASX on
                                                         GST means the goods and services tax levied              Glossary
                                                         under the GST Act.
the basis that the seller and not the buyer of the
security is entitled to the Income, and a reference to   GST Act means A New Tax System (Goods and
a security being “ex” any Income entitlement has a       Services Tax) Act 1999.
corresponding meaning.
                                                         Guarantee means a guarantee, indemnity, letter of
Exchange Business Day means a day on which               credit, letter of comfort or any other obligation or
the ASX and the Related Exchange (as applicable)         irrevocable offer (whatever it is called and whatever
are open for business in Sydney.                         its nature):
Exchange Disruption means, as determined by us,          (a) to provide funds (whether by advance or
any event (other than an Early Closure) that disrupts        payment of money, the purchase of or
or impairs (as we determine) the ability of market           subscription for shares or other securities, the
participants in general:                                     purchase of assets or services or otherwise) for
                                                             the payment or discharge of;
(a) to effect transactions in, or obtain market values
    for, the Shares on the ASX; or                       (b) to indemnify any person against the
                                                             consequences of default in payment of; or
(b) to effect transactions in, or obtain market values
    for, futures or options contracts relating to the    (c) to be responsible for,
    Shares on the ASX or any Related Exchange.
                                                         an obligation or monetary liability of another person,
Exercise Period means, for an Option, the period         a dividend, distribution, capital or premium on
commencing at 9:00am (Sydney time) on the                shares, stock or other interests or the solvency or
Maturity Date and ending at 4.00pm (Sydney time)         financial condition of another person.
on the Maturity Date.
                                                         Guarantor means the party specified as such in the
Exercise Price means the purchase price of a             Application, or as otherwise notified in writing to,
security through a rights issue or other entitlement.    and approved by, us.
Facility or Zero Cost Collar Select Facility or          Hedging Disruption occurs where we are unable,
Zero Cost Collar Select means the facility for           after using commercially reasonable efforts, to:
acquiring Options and entering into Stock Loans
                                                         (a) acquire, establish, re-establish, substitute,
offered on the terms of this PDS.
                                                             maintain, unwind or dispose of any
Fixed Premium means, for an Option, the                      transaction(s) or asset(s) we consider necessary
amount(s) payable to us under clause 3.1 of                  to hedge the risk (whether market risk, foreign
the Equity Option Agreement as part of the                   exchange risk or any other form of risk) of
consideration for issuing the Option, as determined          entering into and performing our obligations with
by us and specified by us in the Confirmation.                 respect to a Transaction Document; or
Fixed Premium Payment Date means, for an                 (b) realise, recover or remit the proceeds of any
Option for which a Fixed Premium is payable,                 such transaction(s) or asset(s).
each date determined by us and confirmed in the
                                                         Identical Securities means securities of an
Confirmation.
                                                         identical type, nominal value and description to that
Franked Distribution has the meaning given to that       currently constituting, or which will constitute, the
term in section 995-1(1) of the 1997 Tax Act.            Equivalent Shares with respect to the relevant Stock
                                                         Loan (as adjusted under clause 8.1 of the Equity
Franking Credit has the meaning given to that term
                                                         Option Agreement).
in section 995-1(1) of the 1997 Tax Act.
General Conditions means the terms set out in
Section 9 of this PDS.




                                                                                                                        77
     Imputation Benefits has the meaning given to that        Insolvency occurs where by reason of the voluntary
     term in section 204-30(6) (other than paragraph (d)     or involuntary liquidation, bankruptcy, insolvency
     thereof) of the 1997 Tax Act.                           or dissolution or winding-up of or any analogous
                                                             proceeding affecting the Listed Entity:
     Imputation System has the meaning given to that
     term in section 995-1(1) of the 1997 Tax Act.           (a) all the Shares of the Listed Entity are required
                                                                 to be transferred to a trustee, liquidator or other
     Income means any dividends, interest or other
                                                                 similar official; or
     distributions of any kind whatsoever (whether in
     money or property and including the issue of bonus      (b) holders of the Shares of the Listed Entity
     Shares, Ordinary Dividends and Special Dividends)           become legally prohibited from transferring
     with respect to any Borrowed Shares.                        them.
     Income Determination Period, in relation to any         Insolvency Event means in relation to an Investor
     Stock Loan, the period commencing when the              Party:
     Borrowed Shares cease to be registered in the
                                                             (a) where an Investor Party is a corporation:
     name of the Nominee (on behalf of the Investor) on
     or before delivery of those Borrowed Shares under           (i) except to reconstruct or amalgamate while
     clause 3 of the Securities Lending Agreement and                solvent, an application is made for an
     ending when Equivalent Shares are registered in the             order, a meeting is convened to consider
     name of the Nominee (on behalf of the Investor) on              a resolution, a resolution is passed or an
     or following redelivery of those Equivalent Shares              order is made that the Investor Party be
     under clause 6 of the Securities Lending Agreement.             wound up or otherwise dissolved or that
                                                                     an administrator, liquidator or provisional
     Income Payment Date means, in relation to any
                                                                     liquidator of Investor Party be appointed; or
     Borrowed Shares, the Trading Day before the ex-
     date relating to such Income.                               (ii) a receiver, receiver and manager,
                                                                      administrator, controller, trustee or similar
     Increased Cost of Hedging occurs where we
                                                                      officer is appointed in respect of all or any
     would incur a materially increased (as compared
                                                                      part of the business, assets or revenues of
     with circumstances existing on the Commencement
                                                                      the Investor Party,
     Date) amount of tax, duty, expense or fee (other
     than brokerage commissions) to:                         (b) an Investor Party dies, becomes insolvent
                                                                 (or is presumed to be insolvent under any
     (a) acquire, establish, re-establish, substitute,
                                                                 applicable law) or is subject to any arrangement,
         maintain, unwind or dispose of any
                                                                 assignment or composition (except to
         transaction(s) or asset(s) we consider necessary
                                                                 reconstruct or amalgamate while solvent), or
         to hedge the risk (whether market risk, foreign
                                                                 is protected from any creditors or otherwise
         exchange risk or any other form of risk) of
                                                                 unable to pay their debts when they fall due;
         entering into and performing our obligations with
         respect to a Transaction Document; or               (c) where an Investor Party is an individual, the
                                                                 party commits an of bankruptcy;
     (b) realise, recover or remit the proceeds of any
         such transaction(s) or asset(s),                    (d) as a result of the operation of the Corporations
                                                                 Act the party is taken to have failed to comply
     but not where any materially increased amount
                                                                 with a statutory demand; or
     is incurred solely due to the deterioration of our
     creditworthiness.                                       (e) anything analogous to or of a similar effect to
                                                                 anything described above occurring in relation
                                                                 to any Investor Party.




78
Insolvency Filing occurs where the Listed Entity:          Low Price means the lowest traded price for the         Section 11
                                                           relevant item of property on the relevant day on the
(i)   institutes or has instituted against it by a
                                                           ASX.                                                    Glossary
      regulator, supervisor or any similar official with
      primary insolvency, rehabilitative or regulatory     Macquarie means Macquarie Bank Limited ABN 46
      jurisdiction over it in the jurisdiction of its      008 583 542.
      incorporation or organisation or the jurisdiction
                                                           Macquarie Group means Macquarie, its directors,
      of its head or home office;
                                                           officers, employees and all of its Related Bodies
(ii) consents to a proceeding seeking a judgment           Corporate and their directors, officers and
     of insolvency or bankruptcy or any other relief       employees.
     under any bankruptcy or insolvency law or other
                                                           Macquarie Average Facility Execution Price
     similar law affecting creditors’ rights;
                                                           means the average execution price achieved by us
(iii) has presented in relation to it a petition for its   for purchases or sales of the relevant number of
      winding-up or liquidation by it or the regulator,    Reference Shares or Shares, as determined by us.
      supervisor or similar official or it consents to
                                                           Market Disruption Event means the occurrence or
      such a petition, but not where proceedings are
                                                           existence of:
      instituted or petitions presented by creditors and
      not consented to by the Listed Entity.               (a) a Trading Disruption or Exchange Disruption at
                                                               any time during the one hour period that ends at
In-the-Money means in relation to an Option, the
                                                               the relevant Valuation Time; or
Closing Price of the Reference Share being equal to
or below the Protection Price.                             (b) an Early Closure,
Investor means the party specified as such in the           which in either case we determine to be material.
Application.
                                                           Material Adverse Change means a change which,
Investor Party means the Investor and any                  in our opinion, has a material adverse effect on
Guarantor.                                                 an Investor Party’s assets, revenue or financial
                                                           condition, or an Investor Party’s ability to perform
Linked Stock Loan means, in relation to an
                                                           the Investor Party’s obligations under a Transaction
Option Collar, the Stock Loan which relates to the
                                                           Document.
Reference Shares the subject of that Option Collar
and in relation to which those Reference Shares are        Maturity occurs on the Maturity Date.
lent to Macquarie on the Commencement Date of
                                                           Maturity Acceleration Event means each of the
that Option Collar and includes any relevant new
                                                           following events:
Stock Loan entered into under clause 4.3(b) or 6(b)
of the Securities Lending Agreement.                       (a) a Merger Event, Tender Offer or Share
                                                               Redemption is announced to the ASX in respect
Listed Entity means in relation to the Reference
                                                               of the Shares the subject of, or related to, an
Share or a Share, the entity that issued those
                                                               Option;
shares.
                                                           (b) a Share Call is announced to the ASX in respect
Loss of Stock Borrow occurs where we are
                                                               of the Shares the subject of, or related to, an
unable, after using commercially reasonably efforts,
                                                               Option and the Investor has not made the
to borrow (or maintain a borrowing of) Shares with
                                                               payment required by clause 4.4 of the Securities
respect to the Option in an amount equal to the
                                                               Lending Agreement;
amount of Shares we determine necessary to hedge
our position with respect to the Option or its related     (c) a Change in Law, Delisting or Nationalisation;
Option Collar (excluding any Shares borrowed               (d) a Hedging Disruption, Increased Cost of
from the Investor under the Securities Lending                 Hedging or Loss of Stock Borrow;
Agreement).
                                                           (e) there occurs an event which is, or in our opinion
                                                                may lead to, a Material Adverse Change; or
                                                           (f) Macquarie consents to a request from the
                                                               Investor that the Maturity Date be accelerated to
                                                               a specified earlier date.


                                                                                                                         79
     Maturity Date means, for an Option or an Option            Number of Shares to be Delivered means
     Collar, the date specified as such in the Confirmation       in respect of the Option Collar, the number of
     as varied in accordance with the Transaction               Reference Shares in the Underlying Parcel times the
     Documents.                                                 Number of Options.
     Merger Event means, in respect of Shares:                  Obligations means the totality of all of each
                                                                Investor Party’s obligations and liabilities to us
     (a) a reclassification or change of those Shares
                                                                (whether liquidated or not and whether contingent,
         that results in a transfer of, or an irrevocable
                                                                prospective or currently accrued due and whether
         commitment to transfer all of, such Shares
                                                                relating to paying money or performing or omitting
         outstanding to another entity or person;
                                                                any act or thing and including all claims for damages
     (b) a consolidation, amalgamation, merger or               only and all obligations not currently owing but
         binding share exchange of the Listed Entity with       which might become owing in the future (whether or
         or into another entity or person (other than a         not of a type we or an Investor Party contemplated
         consolidation, amalgamation, merger or binding         at the time the Investor Party became a party to
         share exchange in which the Listed Entity is the       a Transaction Document)) arising in or by reason
         continuing entity and which does not result in a       of any transaction, matter, thing or event in or by
         reclassification or change of all or such Shares        which we may become in any manner whatsoever
         outstanding);                                          a creditor of the Investor Party under a Transaction
                                                                Document.
     (c) a Takeover Offer, Tender Offer, exchange
         offer, solicitation, proposal or other event by        Option means an option granted by us to the
         any entity or person to purchase or otherwise          Investor under the Equity Option Agreement.
         obtain 100% of the outstanding Shares of the
                                                                Option Break Costs means, the amount payable
         Listed Entity that results in a transfer of or an
                                                                as part of the consideration for issuing the Option
         irrevocable commitment to transfer all those
                                                                determined by us as of the Default Event Date
         Shares (other than Shares owned or controlled
                                                                or Early Maturity Date (as the case requires)
         by such other entity or person); or
                                                                taking into account the amount of our losses or
     (d) a Reverse Merger.                                      costs (expressed as a positive number) or gains
                                                                (expressed as a negative number) that are or
     Nationalisation occurs where it is announced
                                                                would be realised by us under then prevailing
     that all the Shares or all or substantially all of the
                                                                circumstances in replacing, or in providing for us the
     assets of a Listed Entity are, or will be, nationalised,
                                                                economic equivalent of:
     expropriated or are otherwise required to be
     transferred to any governmental agency, authority,         (i)   the material terms of the Option Collar that
     entity or instrumentality thereof.                               would, but for the occurrence of the Event of
                                                                      Default or Maturity Acceleration Event, have
     Nominee means Belike Nominees Pty Limited or
                                                                      been required on or after the Default Event Date
     such other member of the Macquarie Group as
                                                                      or the Early Maturity Date; and
     specified from time to time by Macquarie.
                                                                (ii) the option rights of the parties in respect of the
     Nominee Terms means the terms set out in section
                                                                     relevant Option Collar,
     10 of this PDS.
                                                                plus an amount equal to any action, suit, claim,
     Number of Identical Securities means the number
                                                                demand, loss, liability, damage, cost and expense
     of securities equal to the Aggregate Purchase
                                                                incurred by us in connection with the termination
     Price divided by the market value (as reasonably
                                                                or reversal of any arrangements or hedge position
     determined by Macquarie) of the Identical Securities
                                                                entered into in connection with the Option Collar.
     on the Trading Day before the ex-date less an
     amount equal to the Special Dividend, rounded              Option Collar means a series of Options with same
     down to the nearest whole number.                          terms issued to an Investor.
     Number of Options means, in relation to an Option
     Collar, the number of Options comprising that
     Option Collar.




80
Ordinary Dividend means Income which                       (g) any other event which we determine may have a         Section 11
Macquarie determines is not attributable to a                  dilutive or concentrative effect on the theoretical
Special Dividend.                                              value of the Shares.                                  Glossary
Out-of-the-Money means in relation to an Option,           Product Disclosure Statement or PDS means this
the Closing Price of the Reference Share being             Product Disclosure Statement.
above the Protection Price.
                                                           Protected Value means, in relation to an Option
Physical Settlement means, for an Option,                  Collar, an amount equal to the Protection Price
settlement of the Option under clause 5 of the             multiplied by the Number of Options in that Option
Equity Option Agreement.                                   Collar.
Physical Settlement Request means a irrevocable            Protection Price means, for an Option, the price
request for Physical Settlement made in accordance         set out as such in the Confirmation, as adjusted in
with clause 5.1 of the Equity Option Agreement.            accordance with the Transaction Documents.
Potential Adjustment Event means, in relation to           Redelivery Date means, in relation to a Linked
Shares, any of the following:                              Stock Loan:
(a) a subdivision, consolidation or reclassification of     (a) in the case of Cash Settlement of the Option
    the Shares (unless resulting in a Merger Event),           Collar to which that Stock Loan is Linked or
                                                               the payment of an Assessed Value Payment
(b) a free distribution or dividend of any Shares to
                                                               with respect to such Option Collar in relation to
    existing holders by way of bonus, capitalisation
                                                               which no Sell Instruction has been given, the
    or similar issue;
                                                               Settlement Date;
(c) a distribution, issue or dividend to existing
                                                           (b) in the case of either the Physical Settlement
    holders of the Shares of (A) Shares, or (B) other
                                                               of the Option Collar to which that Stock Loan
    share capital or securities granting the right
                                                               is Linked, or the giving of a Sell Instruction
    to payment of dividends and/or the proceeds
                                                               (which is not revoked) in relation to which clause
    of liquidation of the Listed Entity equally or
                                                               6.2(d)(i) of the Equity Option Agreement applies,
    proportionately with payments to holders of
                                                               the Valuation Date;
    Shares, or (C) share capital or other securities
    of another issuer acquired or owned (directly          (c) in the case of the giving of a Sell Instruction
    or indirectly) by the Listed Entity as a result of a       (which is not revoked) in relation to which
    spin-off or other similar transaction, or (D) any          clause 6.2(d)(ii) of the Equity Option Agreement
    other type of securities, rights or warrants or            applies, the Settlement Date;
    other assets, in any case for payment (cash or
                                                           (d) in the case of the Option Collar to which the
    other consideration) at less than the prevailing
                                                               Stock Loan is linked lapsing in circumstances
    market price as determined by Macquarie;
                                                               where it is Out-of-the-Money and a Physical
(d) a Special Dividend;                                        Settlement Request or Sell Instruction has not
                                                               been given, no later than 10 Business Days
(e) a Share Call;
                                                               following the Valuation Date; or
(f) in respect of the Listed Entity an event
                                                           (e) in the case of the Option Collar to which
    that results in any shareholder rights being
                                                               the Stock Loan is linked lapsing due to the
    distributed or becoming separated from
                                                               occurrence of a Maturity Acceleration Event, no
    shares of common stock or other shares of the
                                                               later than 10 Business Days following the Early
    capital stock of the Listed Entity pursuant to a
                                                               Maturity Date.
    shareholder rights plan or arrangement directed
    against hostile takeovers that provides for a          Reference Shares means the securities in the
    distribution of preferred stock, warrants, debt        Listed Entity which are linked to, or the subject of,
    instruments or stock rights at a price below their     an Option Collar and any Linked Stock Loan.
    market value, as determined by us, provided
    that any adjustment effected as a result of such
    an event will be readjusted on any such rights
    being redeemed; or



                                                                                                                           81
     Related Bodies Corporate has the meaning set            Share Redemption means the redemption,
     out in section 50 of the Corporations Act.              cancellation or re-purchase by the Listed Entity or
                                                             any of its subsidiaries of Shares, whether out of
     Related Exchange means each exchange or
                                                             profits or capital and whether the consideration
     quotation systems where trading has a material
                                                             for such redemption, cancellation or repurchase is
     effect (as determined by Macquarie) on the overall
                                                             cash, securities or otherwise.
     market for futures or options contracts relating to
     such Share.                                             Shares means securities of the same type as the
                                                             Reference Shares, Reference Shares, Equivalent
     Reverse Merger means, in relation to Shares,
                                                             Shares or Borrowed Shares (as the context
     a consolidation, amalgamation, merger or
                                                             requires).
     binding share exchange of the Listed Entity or its
     subsidiaries with or into another entity in which the   Special Dividend means, in relation to a Share,
     Listed Entity is the continuing entity and which does   Income which Macquarie determines to be
     not result in a reclassification or change of all such   attributable to a special or abnormal dividend
     Shares outstanding but results in the outstanding       and includes an issue of bonus Shares and those
     Shares (or than Shares owned or controlled by           dividends or distributions which are described by
     such other entity) immediately prior to such event      the Listed Entity as:
     collectively representing less than 50% of the
                                                             (i)   special, abnormal, extraordinary or extra;
     outstanding Shares immediately following such
     event.                                                  (ii) part of a scheme of arrangement or takeover
                                                                  consideration;
     Rules means the ASX Market Rules and the ASTC
     Settlement Rules (as applicable).                       (iii) part of a special distribution involving a return of
                                                                   capital;
     Scheduled Closing Time means the usual or
     customary closing time of the ASX or Related            (iv) part of a buy-back,
     Exchange on an Exchange Business Day.
                                                             or are otherwise characterised by the ASX as a
     Securities Lending Agreement means the                  special dividend.
     agreement set out in Section 8 of this PDS.
                                                             Standard Settlement Time means three Business
     Security Interest includes any mortgage, charge,        Days, or such other time in which transactions in
     bill of sale, pledge, deposit, lien, encumbrance,       listed securities in Australia customarily require to be
     hypothecation, arrangement for the retention of title   settled.
     and any other right, interest, power or arrangement
                                                             Stock Loan means a loan of Reference Shares in
     of any nature whatsoever having the purpose
                                                             accordance with the terms of the Securities Lending
     or effect of providing security for, or otherwise
                                                             Agreement.
     protecting against default in respect of, the
     obligations of any person.                              Stock Loan Fee means, in respect of a Stock
                                                             Loan, the fee payable by Macquarie to the Investor
     Sell Instruction means an order to the Nominee
                                                             in respect of that Stock Loan as calculated in
     to sell the Number of Shares to be Delivered at the
                                                             accordance with Section 2.2.2 of this PDS and
     Closing Price on the Valuation Date in accordance
                                                             specified in the Confirmation.
     with clause 6.1 of the Equity Option Agreement.
                                                             Stock Loan Fee Payment Date means, in respect
     Settlement Date means, for an Option the date
                                                             of a Stock Loan, each date on which the Stock Loan
     which is the number of Business Days in the
                                                             Fee (or part thereof) is payable, as determined by us
     Standard Settlement Time after the Valuation Date.
                                                             and set out in the Confirmation.
     Share Call means a call by the Listed Entity in
     relation to any Reference Shares that are not fully
     paid.




82
Substitute Payment has the meaning given in           Transaction Documents means:                              Section 11
clause 4.1 of the Securities Lending Agreement.
                                                      (a) the Equity Option Agreement;                          Glossary
Tax Act means:
                                                      (b) the Securities Lending Agreement;
(a) the Income Tax Assessment Act 1936 (the
                                                      (c) the Nominee Terms;
    “1936 Tax Act”);
                                                      (d) the General Conditions;
(b) the Income Tax Assessment Act 1997 (the “1997
    Tax Act”); and                                    (e) any Confirmation; and
(c) Schedule 1 to the Taxation Administration Act     (f) any other document that we identify as a
    1953.                                                 Transaction Document.
Takeover Offer means a takeover bid for Shares        Transaction Request means a written or oral
made under the Corporations Act or any other          request by an Investor to commence an Option
analogous offer.                                      Collar and a Stock Loan in accordance with the
                                                      Transaction Documents.
Tender Offer means, in relation to a Share, a
Takeover Offer, tender offer, exchange offer,         Transfer means:
solicitation, proposal or other event by any entity
                                                      (a) in relation to cash, payment or delivery by wire
or person that results in such entity or person
                                                          transfer into one or more bank accounts;
purchasing, or otherwise obtaining or having the
right to obtain, buy conversion or other means,       (b) in relation to certificated securities that cannot,
greater than 10% and less than 100% of the                or which the parties have agreed will not, be
outstanding voting shares of the Listed Entity, as        paid or delivered by book entry, payment
determined by us, based on the making of filings           or delivery in appropriate physical form to
with governmental or self-regulatory agencies or          the recipient or its account accompanied by
such other information as we consider relevant.           any duly executed instruments of transfer,
                                                          assignments in blank, transfer tax stamps and
Term means, in respect of an Option, the period
                                                          any other documents necessary to constitute
beginning on the Commencement Date and ending
                                                          a valid and legally effective transfer to the
on the Maturity Date.
                                                          recipient;
Trading Day means a Business Day in which there
                                                      (c) in relation to securities that must, or which the
is no Market Disruption Event in the trading of the
                                                          parties have agreed will, be paid or delivered by
Reference Shares on the ASX.
                                                          book entry, initiating the Transfer by the giving
Trading Disruption means, as determined by us,            of written instructions (including instructions
any suspension of, or limitation imposed on trading       given by facsimile transmission, telex, email or
by the ASX or any Related Exchange or otherwise,          message generated by an electronic messaging
whether by reason of movements in price exceeding         system or otherwise) to the relevant depository
limits permitted by the ASX or the Related Exchange       institution or other entity specified by the
or otherwise:                                             recipient, together with a written copy thereof to
                                                          the recipient, sufficient if complied with to result
(a) relating to the Reference Shares on the ASX or
                                                          in a valid and legally effective transfer of the
    any Related Exchange; or
                                                          relevant interest to the recipient.
(b) futures or options contracts relating to the
    Reference Share on the ASX or any Related
    Exchange.




                                                                                                                      83
Section 11   Transfer of Distribution Statement means, in             Volume Weighted Average Price means for a
             relation to Distributions, a properly completed          number of Trading Days in the Reference Shares,
Glossary     document in the form, or substantially in the form, of   the volume weighted average price of all trades
             Appendix 6.27 to the Rules or a properly completed       during normal trading hours on the ASX for those
             statement in another form which is acceptable for        Trading Days, excluding:
             the purposes of section 216-30 of the 1997 Tax Act.
                                                                      (a) New Zealand Stock Exchange purchases or
             Underlying Parcel means (unless otherwise                    sales;
             specified in a Confirmation) one Reference Share
                                                                      (b) option exercises under the ASX Rules;
             per Option, as adjusted in accordance with the
             Transaction Documents.                                   (c) all special crossings; and
             Valuation Date means, in relation to an Option,          (d) trades which, in our opinion, are not executed in
             the Maturity Date of the Option unless a Market              the normal course of trading on the ASX.
             Disruption Event occurs on that day, in which case:
                                                                      We, us and our refers to Macquarie.
             (a) subject to paragraph (b), the Valuation Date will
                                                                      you means the relevant Investor Party, whether
                 be the next succeeding Business Day on which
                                                                      jointly or severally (as the context may require) and
                 there is no Market Disruption Event; or
                                                                      your has a corresponding meaning.
             (b) where there is a Market Disruption Event on
                 each of the ten (10) Business Days immediately
                 following the Maturity Date, the tenth (10th)
                 Business Day will be deemed to be the
                 Valuation Date notwithstanding that a Market
                 Disruption Event may occur on such date.
             Valuation Time means, in relation to a Reference
             Share on a Business Day, the close of trading on the
             ASX for that Reference Share on that Business Day.
             Variable Premium means, for an Option, the
             amount payable under clause 3.2 of the Equity
             Option Agreement as part of the consideration for
             issuing the Option, being equal to the greater of:
             (a) the Closing Price minus the Cap Price; and
             (b) zero.
             Variable Premium Payment Date means, for an
             Option, the date which is the number of Business
             Days in the Standard Settlement Time after the
             Valuation Date.




84
Section 12


How to Apply

Before you invest in the Facility it is                    Application Forms may be faxed to Macquarie
                                                           on (02) 8232 6838 and Macquarie may act on
important that you have read and
                                                           your instructions received by fax. Macquarie
understood the terms set out in this                       does however require that you send in your
PDS. We recommend that you consult                         original Application Form for our records.
with your financial adviser for advice                      We will advise you if your Application has been
as to the suitability of investing in                      accepted or rejected.
the Facility based on your personal
                                                           12.3
circumstances.
                                                           Other instructions for completing an
12.1                                                       Application Form
Who can apply?                                             Who should sign the Application Form?
You may only apply for the Facility if you are:            Individual and joint applicants
■ an individual of 18 years or older; or                   The individual(s) who appear in the Registration
■ a trustee of a superannuation fund or Indirect
                                                           Details section should sign. Joint applicants will be
   Investment Service operator.                            deemed to be joint tenants.

A superannuation fund is not permitted to apply            Corporate Trustees of Superannuation Entities
directly for the Facility. A superannuation fund           Corporate trustee Applications must be signed
conducts all of its legal activities through its trustee   under seal or by:
and it is the trustee who must apply.
                                                           ■ two directors or a director and secretary on
We may require you to provide other supporting               behalf of the company or corporate trustee;
documentation before processing your Application.
                                                           ■ by authority of the directors; or
Macquarie may accept or refuse an Application (in
whole or in part) for any reason in its sole discretion.   ■ the sole director (if applicable),

12.2                                                       unless the corporate trustee’s constituent
                                                           documents or trust deed specify otherwise. If this
How to apply                                               is the case, please attach a certified copy of the
Paper Form                                                 relevant constituent documents or trust deed. This
                                                           requirement does not apply to sole directors.
A paper Application Form can be found at the back
of this PDS (including the copy of this PDS available      Power of attorney
from the website: www.macquarie.com.au/zccselect           If you are applying under a power of attorney, please
– if accessing this PDS from the website, please           attach a certified copy of the power of attorney and
print the Application Form from the website and            specimen signature(s) of all attorneys.
complete it by hand).
                                                           Financial adviser’s stamp
You can lodge your Application Form through
your stockbroker, financial adviser, or directly with       If a licensed financial adviser’s stamp appears
Macquarie.                                                 on the Application Form, we may pay them fees
                                                           (see Section 4). We may also supply them with
Application Forms should be sent to:                       information about your Facility unless you instruct us
Macquarie Bank Limited                                     not to do so.
Equity Markets Support – Zero Cost Collar Select
GPO Box 3423
SYDNEY NSW 2001




                                                                                                                    85
Section 12   APPLICANT DESCRIPTION TABLE
How to       If you are investing as…    … your Application must       … for example like        … and your account
Apply                                    be in the name of…            this…                     description (if required)
                                                                                                 could be…

             An individual               The full given name of the    Mrs Yvette Catherine      None required
                                         individual                    Brown

             Joint applicants            The full given names of the   Mrs Yvette Catherine      None required
                                         individuals                   Brown & Mr Jack Michael
                                                                       Brown

             A superannuation fund       The trustee(s), rather        Mrs Yvette Catherine      Brown Super Fund A/C
                                         than the name of the          Brown & Mr Jack Michael
                                         superannuation fund.          Brown
                                         Applications in the name
                                         of the superannuation fund
                                         rather than the trustee(s)
                                         will not be accepted.

             A deceased estate           The executors of the          Mrs Yvette Catherine      Estate of the late Fred
                                         estate (you must supply       Brown                     Brown A/C
                                         a certified copy of the
                                         probate)

             If you make an error while completing your Application Form, do not use correction fluid. Cross out your
             mistakes and initial your changes.




86
Checklist
In December 2006, the Australian Government introduced the Anti-Money Laundering and Counter-Terrorism
Financing Act (“AML/CTF Act”), which requires reporting entities, such as Macquarie, to conduct client
identification and verification checks. Please ensure the following Application Form is completed and the
requested identification verification information is provided – incomplete Applications or missing verification
documentation may delay the process of your Application.

     Previous Holders. If you have previously held a Macquarie Zero Cost Collar Select via an application form
     attached to a PDS, please complete:

 ■   All Applicants – section 1

 ■   Payment Method - section 3

 ■   Bank Account Details for Direct Debit and Credit of Upfront and/or Future Payments Due or Payable - section 4

 ■   Income, Expenses and Asset Details - section 5

 ■   Solicitor’s Declaration (Trustee Applicants Only) - section 6

 ■   Signatory Section - section 10


     Individual, Joint and Sole Trader Applicants

 ■   All Applicants – section 1

 ■   Applicant Details – section 2: Part 2A

 ■   Payment Method - section 3

 ■   Bank Account Details for Direct Debit and Credit of Upfront and/or Future Payments Due or Payable - section 4

 ■   Income, Expenses and Asset Details - section 5

 ■   Signatory Section - section 10


     Trusts / Superannuation Funds

 ■   All Applicants – section 1

 ■   Applicant Details – section 2: Part 2A (one trustee only)

 ■   Applicant Details – section 2: Part 2B

 ■   Payment Method - section 3

 ■   Bank Account Details for Direct Debit and Credit of Upfront and/or Future Payments Due or Payable - section 4

 ■   Income, Expenses and Asset Details - section 5

 ■   Solicitor’s Declaration - section 6

 ■   Signatory Section - section 10


     Advisers

 ■   Adviser Details – section 7

 ■   Completed relevant IFSA form (see section 7B of this Application Form for more information)




                                                                                                                     87
     This page has been left intentionally blank




88
Zero Cost Collar Select Facility
Application Form
Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie”)



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. CROSS OUT AND INITIAL ANY CHANGES MADE TO THE FORM.
DO NOT USE CORRECTION FLUID TO AMEND. This Application Form must not be distributed unless accompanied by the complete and
unaltered Product Disclosure Statement dated 17 May 2007 (“PDS”) for the Zero Cost Collar Select Facility. Capitalised terms used in this
Application Form which are defined in the PDS, have the meaning set out in the PDS.
Send to: Zero Cost Collar Select Facility, Client Accounts Team, GPO Box 3466, Sydney NSW 2001.
Fax: (02) 8232 6838

APPLICATION FORMS MUST BE COMPLETED IN ACCORDANCE WITH THE INSTRUCTIONS IN SECTION 12 OF THE PDS.


 OFFICE USE ONLY
APPLICATION NUMBER                                  IRN




Advisers must provide a completed IFSA Form (see section 7B) if the Applicant has not previously held Macquarie Instalments via an Application
Form attached to a Product Disclosure Statement. For direct Applications, Applicants must provide the requested verification documents.


 Section 1           All Applicants
DO YOU HAVE A MACQUARIE INVESTOR REFERENCE NUMBER (“IRN”)?


      No – please proceed to section 2 and complete the relevant Part.

      Yes – please confirm the following details and then proceed to section 3.

APPLICANT NAME




IRN




ADDRESS

 STREET NO.
 & NAME

 SUBURB                                                                                                STATE           POSTCODE

 COUNTRY


EMAIL ADDRESS




                                                                                                                                                 89
         Section 2           Applicant Details
     Please complete the Part below that is applicable to your application type:
     ■  Individual, Joint and Sole Trader Applicants, complete Part 2A.
     ■    Company Applicants, complete Part 2B.
     ■    Trust, Superannuation Fund, Managed Investment Scheme and Custodian Applicants, complete Part 2C.
     ■    Partnership Applicants, complete Part 2D.
     For assistance, see the instructions in Section 10 of the PDS.


                             Part 2A Individual, Joint and Sole Trader Applicants
     If there are more than two Joint Applicants, please photocopy this Part, complete accordingly, and attach to your Application Form.


                                     2A1 Applicant 1
     TITLE

             Mr              Mrs                  Miss        Ms             Dr               OTHER:

     GIVEN NAME(S)                                                                 SURNAME




     OTHER NAME(S) BY WHICH KNOWN




     OCCUPATION




     DATE OF BIRTH                                        TAX FILE NUMBER OR REASON FOR EXEMPTION

                  /      /
     AUSTRALIAN DRIVER’S LICENCE NUMBER




     DO YOU HAVE A MACQUARIE ACCESS CODE (“MAC”)?                                    ARE YOU A MACQUARIE STAFF MEMBER?


             No        Yes         IF YES, MAC:                                          No         Yes     IF YES, EMPLOYEE NUMBER:

     RESIDENTIAL ADDRESS (YOU MUST SPECIFY A RESIDENTIAL ADDRESS – NOT A PO BOX)

      STREET NO.
      & NAME

      SUBURB                                                                                                        STATE              POSTCODE

      COUNTRY


     MAILING ADDRESS (IF DIFFERENT FROM ABOVE. ALL CORRESPONDENCE WILL BE SENT TO THIS ADDRESS).

      STREET NO. &
      NAME OR PO BOX

      SUBURB                                                                                                       STATE               POSTCODE

      COUNTRY

     PRIMARY CONTACT NUMBER                                SECONDARY CONTACT NUMBER                             FAX NUMBER




     EMAIL ADDRESS




90
                        2A2 Applicant 2
TITLE

        Mr              Mrs            Miss              Ms             Dr              OTHER:

GIVEN NAME(S)                                                                 SURNAME




OTHER NAME(S) BY WHICH KNOWN




OCCUPATION




DATE OF BIRTH                                        TAX FILE NUMBER OR REASON FOR EXEMPTION

             /      /
AUSTRALIAN DRIVER’S LICENCE NUMBER




DO YOU HAVE A MACQUARIE ACCESS CODE (“MAC”)?                                       ARE YOU A MACQUARIE STAFF MEMBER?


        No              Yes    IF YES, MAC:                                             No       Yes    IF YES, EMPLOYEE NUMBER:


RESIDENTIAL ADDRESS (YOU MUST SPECIFY A RESIDENTIAL ADDRESS – NOT A PO BOX)

 STREET NO.
 & NAME

 SUBURB                                                                                                       STATE            POSTCODE

 COUNTRY


MAILING ADDRESS (IF DIFFERENT FROM ABOVE).

 STREET NO. &
 NAME OR PO BOX

 SUBURB                                                                                                       STATE            POSTCODE

 COUNTRY

PRIMARY CONTACT NUMBER                                SECONDARY CONTACT NUMBER                            FAX NUMBER




EMAIL ADDRESS




                        2A3 Sole Trader – Additional information
BUSINESS NAME                                                                                                           ABN/ARBN




PRINCIPAL PLACE OF BUSINESS (CANNOT BE A PO BOX)

 STREET NO.
 & NAME

 SUBURB                                                                                                       STATE            POSTCODE

 COUNTRY


BUSINESS ACTIVITY




                                                                                                                        Please go to section 3
                                                                                                                                                 91
                           Part 2B Trusts and Superannuation Funds

                                  2B1 Trust / Superannuation Fund Details
     FULL NAME OF TRUST/SUPERANNUATION FUND/MANAGED INVESTMENT SCHEME/CUSTODIAN




     TYPE OF TRUST (eg. SUPERANNUATION FUND, FAMILY TRUST etc)




     COUNTRY IN WHICH THE TRUST WAS ESTABLISHED




     TAX FILE NUMBER OR REASON FOR EXEMPTION




     Please tick all (if any) that apply. The trust is:

            a Managed Investment Scheme registered with ASIC – IF YES, ARSN

            a Managed Investment Scheme that is not registered with ASIC and only has wholesale clients and does not make small scale
            offerings to which section 1012E of the Corporations Act 2001 applies.

            a Government Superannuation Fund established by legislation.

            registered and subject to Commonwealth regulatory oversight in its activities as a trust.
            NAME OF REGULATOR (eg. APRA)




     TRUST’S BUSINESS ACTIVITY/PURPOSE




                                  2B2 Contact Details
     Applicant to be contacted regarding this Application is:
     NAME




     POSITION IN TRUST




     PRIMARY CONTACT NUMBER                   SECONDARY CONTACT NUMBER          FAX NUMBER




     EMAIL ADDRESS




     MAILING ADDRESS

      STREET NO. &
      NAME OR PO BOX

      SUBURB                                                                                            STATE           POSTCODE

      COUNTRY




92
                    2B3 Details of Trustee/s (if any)
For compliance with AML/CTF legislation, you must provide the details of all Trustees.
If there are more than three Trustees, please photocopy this page, complete accordingly and attach to your Application Form.

One Trustee must also complete “Part 2A – Individual” or “Part 2B – Company” of this Application Form.

TITLE

        Mr          Mrs              Miss                Ms   Dr             OTHER:

GIVEN NAME(S)                                                      SURNAME




OR

BUSINESS/COMPANY NAME




RESIDENTIAL OR REGISTERED ADDRESS (CANNOT BE A PO BOX)

 STREET NO.
 & NAME

 SUBURB                                                                                      STATE       POSTCODE

 COUNTRY



TITLE

        Mr          Mrs              Miss                Ms   Dr             OTHER:

GIVEN NAME(S)                                                      SURNAME




OR

BUSINESS/COMPANY NAME




RESIDENTIAL OR REGISTERED ADDRESS (CANNOT BE A PO BOX)

 STREET NO.
 & NAME

 SUBURB                                                                                      STATE       POSTCODE

 COUNTRY



TITLE

        Mr          Mrs              Miss                Ms   Dr             OTHER:

GIVEN NAME(S)                                                      SURNAME




OR

BUSINESS/COMPANY NAME




RESIDENTIAL OR REGISTERED ADDRESS (CANNOT BE A PO BOX)

 STREET NO.
 & NAME

 SUBURB                                                                                      STATE       POSTCODE

 COUNTRY




                                                                                                                               93
                                    2B4 Details of Trust Beneficiaries
     This section need not be completed where any of the boxes in Part 2C1 have been ticked.
     For compliance with AML/CTF legislation, you must provide the names of all Trust Beneficiaries.
     If there are more than four Trust Beneficiaries, please photocopy this page, complete accordingly and attach to your
     Application Form.
     TITLE

             Mr             Mrs                Miss                 Ms               Dr                 OTHER:

     GIVEN NAME(S)                                                                        SURNAME




     TITLE

             Mr             Mrs                Miss                 Ms               Dr                 OTHER:

     GIVEN NAME(S)                                                                        SURNAME




     TITLE

             Mr             Mrs                Miss                 Ms               Dr                 OTHER:

     GIVEN NAME(S)                                                                        SURNAME




     TITLE

             Mr             Mrs                Miss                 Ms               Dr                 OTHER:

     GIVEN NAME(S)                                                                        SURNAME




     IF BENEFICIARIES OF THE TRUST ARE REFERENCED BY MEMBERSHIP OF A CLASS, PLEASE PROVIDE THE DETAILS OF THE CLASS(ES) BELOW




                                    2B5 Verification Documents
     This section applies if you are not applying through a financial adviser. Advised clients, please go to section 3.

     Please include with your application one of the following:
             A certified* copy or certified extract of the trust deed showing the full name of the trust, type of trust, country of establishment, trustees
             and name(s) or class of beneficiaries;

             A notice (such as a notice of assessment) issued by the Australian Taxation Office within the last 12 months; or

             A letter from a solicitor or qualified accountant verifying the name and existence of the trust (see Section 12 of this PDS).
     * A certified copy is a copy of an original document that has been certified as a true and correct copy by a person who is authorised to witness a statutory declaration
     (under the Commonwealth Statutory Declarations Act 1959)

     Please tick a box to indicate that the document has been included with your Application Form.
     We do not require individual trustees to provide any personal verification documents with their Application Form. We may, however, from time
     to time require additional information from trustees to meet our regulatory and compliance obligations relating to Anti-Money Laundering and
     Counter-Terrorism Financing laws.




             Please go to section 3
94
 Section 3            Payment Method

Please indicate how you would like to pay any upfront or future payments due to Macquarie.

     Direct debit from an account held with an Australian financial institution.
     Please note: Direct debiting may not be available from all bank accounts. If in doubt, please refer to your financial institution.
     Third party bank accounts will not be accepted. Bank account must be in the same name as the investment.

     Cheque made out to “Macquarie Bank Limited – Equity Structured Products”.
     Third party cheques will not be accepted. Cheque must be in the same name as the investment.


                                Your BPAY® reference number is your Application Number without the letters, which will be provided by
                                Macquarie.



 Section 4           Bank Account Details for Direct Debit and Credit of Upfront and/or Future Payments
                     Due or Payable
NAME OF FINANCIAL INSTITUTION




BRANCH ADDRESS

 STREET NO.
 & NAME OR
 PO BOX

 SUBURB
                                                                                                         STATE           POSTCODE

BSB NUMBER                             ACCOUNT NUMBER

              -
ACCOUNT NAME (IF JOINT ACCOUNT, ALL NAMES REQUIRED)




Direct Debit Request
I/We understand and acknowledge that in providing the direct debit and credit instructions to Macquarie Bank Limited
ABN 46 008 583 542 that:
   ■ I/we authorise and request Macquarie Bank Limited ABN 46 008 583 542 (User ID 161320) (“Macquarie”), until further notice in
       writing, to debit my/our account described above with any amounts which I/we may instruct Macquarie to debit in connection with
       my/our investment in Zero Cost Collar Select, through BECS (“Bulk Electronic Clearance System”);
    ■     I/we understand that this direct debit request is made in favour of Macquarie; and
    ■     I/we understand and acknowledge that I/we have read and understood the terms and conditions of the Direct Debit Request
          Service Agreement set out in clause 28 of Section 9 of the PDS for Zero Cost Collar Select to which this Application Form relates.




                                                                                                                                               95
         Section 5         Income, Expenses and Asset Details
     These details only need to be completed where there will be future outstanding payments due to Macquarie.
     If you are an individual Investor, you should read the consent you give to Macquarie Bank in Section 8.1 to obtain, report and exchange your
     credit information.

                      Please complete all relevant financial details. Where an item is left blank it will be assumed to be nil.

      Assets                                                                          Liablities

     Cash                              $             ,              ,                Mortgage (residential)         $          ,             ,
     Property (residential)            $             ,              ,                Loans (investment)             $          ,             ,
     Property (investment)             $             ,              ,                Leases                         $          ,             ,
     Shares                            $             ,              ,                Credit cards                   $          ,             ,
     Other*                            $             ,              ,                Other*                         $          ,             ,


      Annual Income                                                                   Annual Expenditure

     Salary (pre tax)                  $             ,              ,                Expected tax payable           $          ,             ,
     Rental and dividends (pre tax) $                ,              ,                Mortgage payments              $          ,             ,
                                                                                     Rent (residential)
     Other* income (pre tax)           $             ,              ,                Loan payments (investment)     $          ,             ,
                                                                                     Lease payments                 $          ,             ,
                                                                                     Living expenses and school     $          ,             ,
                                                                                     fees
                                                                                     Other* expenses                $          ,             ,
     *PLEASE INCLUDE DETAILS OF OTHER INFORMATION IN THE BOX BELOW.
     PLEASE PROVIDE AN EXPLANATION OF ANY OTHER FINANCIAL INFORMATION YOU DEEM RELEVANT TO YOUR APPLICATION:




         Section 6         Solicitor’s Declaration (Trustee Applicants Only)
     I am a solicitor holding a current unrestricted practising certificate. I have examined the documents (“Trust Documents”) purporting to
     establish, and relating to, the superannuation fund (“Trust”).
     1. The Trust appears to have been validly constituted and is subsisting at the date of this opinion.
     2. The Trust Documents comprise all of the documents constituting the Trust and there has been no other amending of the Trust
     Documents.
     3. The Trustee appears to have been properly appointed as trustee and is the sole trustee of the Trust.
     4. The Trustee is empowered and authorised by the terms of the Trust Documents examined by me to enter into and bind the Trust
        to the transactions contemplated by the Transaction Documents.
     5. The terms of the Trust Documents examined by me do not restrict the right of the Trustee to be fully indemnified out of the assets of
        the Trust to satisfy any liability to Macquarie Bank Limited properly incurred by the Trustee as trustee of the Trust arising out of the
        transactions contemplated by the Transaction Documents.*
     6. There is no conflict of interest or duty of the Trustee, and if the Trustee is a company, of any of its directors, which would preclude the
        Trustee entering into the transactions contemplated by the Transaction Documents.*
     SOLICITOR NAME




     SOLICITOR FIRM




     ADDRESS

      STREET NO. &
      NAME

      SUBURB                                                             STATE             POSTCODE               COUNTRY

     PHONE NUMBER                                               FAX NUMBER

     (         )                                                (        )
     EMAIL ADDRESS




96
SOLICITOR SIGNATURE




DATE

           /             /
NAME




* A separate solicitor’s letter to the same effect may be attached.



    Section 7                Adviser Details (Adviser Use Only)

                             Part 7A RCTI agreement for commission payments
This section concerns any investor referral services (“the Supplies”) provided by the Adviser (acting on behalf of the entity which holds the
requisite Australian Financial Services Licence for the Supplies (the “Supplier”)) to the Macquarie Group company identified as the entity
paying commissions to advisers for this financial product (“the Recipient”). By completing the details below and/or affixing the relevant stamp
to this Application Form, and in consideration of being paid any remuneration in relation to this application, the Adviser:
(a) represents and warrants that it is duly authorised to enter into the agreement set out below on behalf of the Supplier;
(b) declares that the Supplier holds an Australian Business Number and is registered for GST and will notify the Recipient if the Supplier
    ceases to be registered for GST; and
(c) agrees, on behalf of the Supplier, that the Recipient will produce tax invoices (known as Recipient Created Tax Invoices or “RCTIs”) for
    the Supplies and the Supplier will not issue tax invoices for those Supplies unless agreed otherwise with the Recipient in relation to a
    particular supply.
The Recipient acknowledges that it is registered for GST and that it will notify the Supplier if it ceases to be so registered or it ceases to
satisfy any of the requirements under A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice
Determination No.1 (2000).
This section forms a separate binding agreement between the Supplier and the Recipient.
NAME OF FIRM OR DEALER GROUP HOLDING THE AUSTRALIAN FINANCIAL SERVICES LICENCE (AFSL)




FIRM AUSTRALIAN FINANCIAL SERVICES LICENCE (AFSL) NUMBER                         ABN




ADVISER NAME (AND ADVISER FIRM NAME IF DIFFERENT FROM AFSL ENTITY SPECIFIED ABOVE)




CONTACT PHONE NUMBER

(           )
CONTACT EMAIL ADDRESS




COLLAR COMMISSION (MAX 0.11% INCL GST, UNLESS YOUR CLIENT AGREES TO A HIGHER RATE OF UP TO 1.65% INCL GST)

                                  %pa



 PLACE DEALER GROUP STAMP HERE




                                                                                                                                                  97
                        Part 7B AML/CTF Verification Records and Customer Identification Procedures

         By ticking this box, the Adviser will be taken to have agreed:
         1. to complete and enclose with this Application Form a completed Investment and Financial Services Association Limited Identification Form
             (“IFSA Form”) with respect to AML/CTF legislation. A copy of the IFSA Forms and instructions for completion can be found on our website:
             www.macquarie.com.au/IFSA;
         2. to keep records of the customer identification information collected by the Adviser in accordance with and for the required period under
             AML/CTF legislation;
         3. to make available to Macquarie, on request, original verification and customer identification information and records collected,
            obtained or created by the Adviser in respect of the Applicant, being the information or records referred to in the IFSA Form;
         4. to provide details of the customer identification procedures adopted by the Adviser in relation to Applicant; and
         5. that it will inform Macquarie if any of the above is no longer true.



       Section 8        Privacy
   Macquarie is required to collect certain personal information about you in order to process your Application, keep you up to date on your
   investment and to comply with certain laws and regulations. This information may also be used to communicate with you from time to time
   regarding its other products and services.
   You agree to allow us to provide access to your personal information to other companies in the Macquarie Group as well as external service
   providers, which provide services in connection with our products and services, for example mail houses and professional advisers.
   The Corporations Regulations 2001 require the collection in this Application Form of your name, date of birth and address.
   Macquarie’s policy in relation to your privacy is contained in the Privacy Statement in Section 6.7 of the PDS (“Privacy Statement”). All investors
   should read the Privacy Statement in order to understand how information provided by investors is used and how investors can ask for it.
   By signing this Application Form, investors consent to Macquarie disclosing their information as per the terms set out in the Privacy
   Statement in Section 6.7 of the PDS.

                  ALL APPLICANTS MUST SIGN THE APPLICATION FORM IN THE SECTIONS PROVIDED ON THE FOLLOWING PAGE.
        IF THERE ARE MORE THAN TWO DIRECTORS/TRUSTEES, PLEASE PHOTOCOPY THE FOLLOWING PAGES AND COMPLETE ACCORDINGLY.


       Section 9        Acknowledgements and Power of Attorney

           9.1 Application for Credit
   The Investor understands that Section 18E(8)(c) of the Privacy Act allows Macquarie to give a credit reporting agency certain personal
   information about the Investor which the Investor authorises Macquarie to do so. The information which may be given to a credit reporting
   agency is covered by Section 18E(1) of the Act and includes:
   •    If the Investor has applied for credit and the amount.
   •    If Macquarie is a credit provider to the Investor.
   •    Payments which become overdue more than 60 days.
   •    Advice that payments are no longer overdue.
   •    Cheques drawn by me/us for at least $100 which have been dishonoured more than once.
   •    In specified circumstances, that in the opinion of Macquarie, the Investor has committed a serious credit infringement.
   •    That any credit provided to the Investor by Macquarie has been discharged.
   To enable Macquarie to assess an Application for personal or commercial credit, the Investor authorises Macquarie:
   •    To obtain from a credit reporting agency a credit report containing personal information about the Investor in relation to personal
        credit provided by Macquarie.
   •    To obtain from a credit reporting agency a credit report containing personal credit information about the Investor in relation to any
        commercial credit provided by Macquarie. This is in accordance with Section 18K(1)(b) of the Privacy Act.
   •    To obtain a report containing information about the Investor’s commercial activities or commercial credit worthiness from businesses
        which provide information about the commercial credit worthiness of a person in relation to any personal credit provided by Macquarie.
        This is in accordance with Section 18L(4) of the Privacy Act.
   •    To obtain a report from a credit reporting agency and other information in relation to the Investor’s commercial credit activities.
   In accordance with Section 18N(1)(b) of the Privacy Act, the Investor authorises Macquarie to give to and obtain from credit providers named
   in this credit application and credit providers that may be named in a credit report issued by a credit reporting agency information about
   the Investor’s credit arrangements. The Investor understands this information may include any information about credit worthiness, credit
   standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1988.
   I/We understand the information may be used for the following purposes:
   •    To assess an application by the Investor for credit.
   •    To assist the Investor avoid defaulting on credit obligations.
   •    To notify other credit providers of a default.
98 •    To assess the Investor’s credit worthiness.
            9.2 General Investor Acknowledgement
I/We acknowledge and agree that in making our Application:
(a) If I/we enter into an Option or a Linked Stock Loan, I/we agree that that transaction will be governed by the Transaction Documents.
(b) I/We have read and understood and agree to be bound by the Privacy Statement contained in Section 6.7 of the PDS.
(c) I/We acknowledge that Macquarie may accept, reject, or amend the Application of any Investor in its complete discretion.
(d) I/We acknowledge that I/we are contractually obliged to make all of the payments required of me as per the terms of this Facility.
(e) I/We acknowledge that Macquarie will not hold any application monies on trust prior to the issue of the Zero Cost Collar Select
    Facility or any Option Collar to me/us.
(f) I/We acknowledge that Macquarie will not pay any interest on application monies received.
(g) I/We have received, read and understood the terms and conditions set forth in the PDS, and hereby agree to and acccept those terms;
(h) I/We have received my/our own independent financial, legal and taxation advice in relation to my/our investment in the Facility;
(i)    I/we acknowledge that Macquarie is not acting as a fiduciary or adviser to me/us in respect of the Facility, and I/we have made
       our own independent decision to enter into this Facility based on such advice as I/we have deemed necessary.
By signing/sealing the Application Form I/we declare that:
•      if signed by an attorney, the power of attorney authorises the signing of this Application Form and no notice of revocation has
       been received.
•      I/we am/are not a minor(s), nor do I/we suffer from any other legal disability preventing me/us from making this Application; and
•      if signed in a capacity other than a personal capacity, in addition to being bound in such a capacity, I/we agree to also be bound in a
       personal capacity.


            9.3 Power of Attorney
1. For valuable consideration I/we, by signing/sealing the Application Form, irrevocably appoint each director and secretary of Macquarie or
   any employee of Macquarie whose title includes the words “director” or “manager” severally as my/our attorney.
2. An attorney may, in my name:
       •    complete any blanks in the Application Form;
       •    do anything which I am/we are obliged to do under or in relation to any of the Transaction Documents or any other agreement or
            arrangement between me/us and Macquarie relating to the Facility;
       •    execute any documents on behalf of the Investor substantially in the form of Transaction Documents; and
       •    do anything incidental or necessary in relation to the above (including, but not limited to, completing any blanks in the
            attached Application Form(s) and appointing any person as sub-attorney to do any of the above).
3. I/We declare that anything done by the attorney pursuant to the powers given to the attorney will be binding on me/us as if those acts
   were done by me/us. I/We agree to idemnify the attorney against any loss or costs it suffers or incurs in exercising the powers specified
   above. The attorney may exercise the powers granted above even if it involves a conflict of duty or a conflict of interest.


      Section 10          Signatory Section
AUTHORISATION OF APPLICANT A OR COMPANY OFFICER                            AUTHORISATION OF APPLICANT B OR COMPANY OFFICER




DATE                                                                       DATE

             /        /                                                             /        /
NAME                                                                       NAME




IF A COMPANY OFFICER, YOU MUST SPECIFY YOUR CORPORATE TITLE                IF A COMPANY OFFICER, YOU MUST SPECIFY YOUR CORPORATE TITLE

           Director                    Secretary                                  Director                    Secretary

OTHER                                                                      OTHER



Send this completed form to: Zero Cost Collar Select Facility
                             Client Accounts Team
                             GPO Box 3466
                             SYDNEY NSW 2001
                             Fax: (02) 8232 6838


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100
Belike Nominees Pty Ltd
Zero Cost Collar Select Facility
CHESS Instruction Form
THIS FORM SHOULD BE COMPLETED TO FACILITATE THE TRANSFER OF THE REFERENCE SHARES UNDER THE LINKED STOCK LOAN. REFER
TO SECTION 2.2 OF THIS PDS.
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.
Send to: Equity Markets Support – Zero Cost Collar Select Facility Macquarie Bank Limited, GPO Box 3423, Sydney NSW 2001
Fax: (02) 8232 6838
EXACT NAME OF HOLDER OF SECURITY




Please note that the name of the registered holder must be the same name as the Investor under the Zero Cost Collar Select Facility.
I/we* authorise my Sponsoring Broker (or relevant registrar of an issuer-sponsored sub-register) to deliver the quantity of Reference Shares in
the companies as indicated below, to Belike Nominees Pty Ltd, PID 1572, in accordance with the terms of the PDS.
CHESS SPONSORED SECURITIES
CHESS details – for Belike Nominees Pty Ltd to take delivery of your shares if you are CHESS Sponsored.
   ASX CODE                   QUANTITY                 PARTICIPANT NAME                          PID          HIN


 A B C                                 1 0 0 0 0 X Y Z            B R O K E R                1 2 3 4 5 X 0 0 0 1 2 3 4 5 6 7

                                                                                                             X

                                                                                                             X

                                                                                                             X

                                                                                                             X

                                                                                                             X

ISSUER SPONSORED SECURITIES
   ASX CODE                   QUANTITY                 SRN


 A B C                                 1 0 0 0 0   I 0 0 0 0 0 1 2 3 4 5

                                                   I

                                                   I

                                                   I

                                                   I

                                                   I
AUTHORISATION OF SECURITY OWNER OR COMPANY OFFICER                          AUTHORISATION OF SECURITY OWNER OR COMPANY OFFICER




DATE                                                                      DATE

          /             /                                                           /        /

NAME                                                                      NAME



ADVISER NAME                                                              COMPANY



IF A COMPANY OFFICER, YOU MUST SPECIFY YOUR CORPORATE TITLE               IF A COMPANY OFFICER, YOU MUST SPECIFY YOUR CORPORATE TITLE

       Director                            Secretary                              Director                    Secretary

OTHER                                                                     OTHER

* Delete whichever is not applicable

                                                                                                                                                  101
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                                              103
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104
BELIKE FINANCIAL SERVICES GUIDE
BELIKE A member of the Macquarie Group of Companies
Belike Nominees Pty Ltd
ABN 31 008 604 966
AFS Licence 238164
3 September 2008
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 to you;
   how we (and any other relevant parties) are remunerated in relation to the services;
   details of any potential conflicts of interest; and
   details of our internal and external dispute resolution procedures and how you can access them.



This Financial Services Guide (“FSG”) is                You can contact us by:
an important document which we are                         calling us on (02) 8232 3333;
required to give you as an Australian                      emailing us using the contact directory on our
Financial Services Licensee. This FSG is                   website www.macquarie.com.au;
intended to inform you of certain basic                    visiting our website at www.macquarie.com.au;
matters relating to our relationship, prior                or
to providing you with a financial service.                  writing to us at:
                                                           PO Box 4294
It is intended that this FSG should assist you in
                                                           SYDNEY NSW 1164
determining whether to use any of our products or
                                                           Fax: (02) 8232 7780
services. If you choose to use any of our products
or services, you may also receive other documents
relating to the services or products which you          Our financial services and financial
should read carefully.
                                                        products
   Product Disclosure Statement (“PDS”)                 Belike Nominees Pty Ltd is authorised to offer the
   This will be provided by a licensee when             following financial services and financial products:
   a recommendation to acquire a particular                dealing in:
   financial product (other than securities), or offer      – basic deposit products;
   to issue, or arrange the issue of, a financial           – non-basic deposit products;
   product, is made. A PDS contains significant             – derivatives;
   information necessary for you to make an                – foreign exchange contracts;
   informed decision about that product. This will         – government debentures, stocks or bonds;
   not be provided by Belike, but will generally be        – managed investment schemes;
   provided by other Macquarie Group entities.             – securities; and
                                                           – managed investment warrants; and
Information about Belike                                   holding a financial product or interests in a
Nominees Pty Ltd                                           financial product for you directly or indirectly.
Any financial services offered to you will be
provided by representatives of Belike Nominees
Pty Ltd (“Belike”). Belike is part of the “Macquarie”
Group of Companies, and as such is associated
with other Macquarie entities. Belike provides
financial services to you in connection with financial
products issued by other Macquarie Group entities.
Compensation arrangements                               Complaints handling
Belike has the benefit of a Professional Indemnity       Belike is committed to offering a high standard of
Insurance Policy, which satisfies the requirements       client service, and to maintaining our reputation
for compensation arrangements under section             for honesty and integrity. If our level of service
912B of the Corporations Act.                           or quality of products has failed to meet your
                                                        expectations, we would like you to tell us about
Subject to its Terms and Conditions, the Policy
                                                        your concerns. Macquarie’s complaint handling
provides cover for civil liability resulting from
                                                        process is designed to ensure that your concerns
third party claims concerning the professional
                                                        are treated seriously, and that your complaint is
services provided by Belike and its employees and
                                                        addressed promptly and fairly. Your complaint
representatives.
                                                        may be lodged either verbally or in writing, and
This Policy covers professional services provided       will be dealt with in strict confidence. If you have
by employees and representatives of Belike while        a complaint about the service provided to you,
they are in our employ, even where that employee        you should contact us. If your complaint is not
or representative has subsequently left our employ.     satisfactorily resolved, contact:
                                                        Risk Management Group Compliance
Providing instructions to Belike                        Macquarie Bank Limited
                                                        Level 16
Belike acts on instructions of other Macquarie
                                                        No. 1 Martin Place
Group entities. You will need to contact the relevant
                                                        SYDNEY NSW 2000
Macquarie Group entity you are dealing with to
                                                        Fax: (02) 8232 4437
provide instructions in relation to your financial
product or service. Further details are provided in     If you are not satisfied with our handling of your
the relevant PDS.                                       complaint you may lodge a written complaint with:
                                                        Financial Ombudsman Service Ltd
Payments to Belike for the                              GPO Box 3
                                                        Melbourne VIC 3001
services provided                                       Phone: 1300 780 808
If you invest in a product in relation to which         Fax: (03) 9613 6399
we provide our services, Belike will receive            Email: info@fos.org.au
remuneration based on the value of your holdings.       www.fos.org.au
The remuneration we receive for the services we
offer are set between 0 and 0.02% of the value of
the assets held.


Remuneration or other benefits
received by Belike staff
Our staff and directors receive salaries, bonuses
and other benefits from us. Other companies in the
Macquarie group will receive income from issue or
provision of products to you. You should review the
applicable PDS for more details.


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.


Personal information
At Belike, the privacy of your personal information
is important to us. Any personal information
collected will be handled in accordance with our
Privacy Policy, which 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:
www.macquarie.com.au.
Directory
ISSUER

Macquarie Bank Limited
    1800 803 010

    tailoredsolutions@macquarie.com.au

    www.macquarie.com.au/zccselect

    No. 1 Martin Place
    Sydney NSW 2000
    Australia



NOMINEE

Belike Nominees Pty Limited
    (02) 8232 3333

    No. 1 Martin Place
    Sydney NSW 2000
    Australia



ZCC INFORMATION LINE
    1800 803 010

				
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