Macquarie Group Employee Retained Equity Plan (MEREP)

Following approval of changes to its remuneration arrangements by Macquarie Group Limited (ASX: MQG, ADR: MQBKY) shareholders on 17 December 2009, Macquarie now invests a significant proportion of employees’ profit share that is retained each year in an employee equity plan, the MEREP.  Staff promoted to Director level, effective 1 July 2010, will also be granted equity awards under the MEREP.

To date, the Macquarie shares required for the delivery of MEREP awards have been issued by Macquarie.  For the retained profit share and promotion awards for the financial year ending 31 March 2010 (FY10), the required shares will be bought on-market, except for the proposed MEREP awards for the Managing Director, which will be subject to shareholder approval.

The shares will be acquired by the MEREP Trustee from 10 May 2010 up to 30 June 2010 (MEREP Buying Period).   Macquarie currently expects that approximately $255 million (at the current market price) will be allocated for the purchase of shares over the MEREP Buying Period for FY10 retained profit share and promotion awards.  The corresponding MEREP awards will vest over periods from three to five years for most Executive Directors, three to seven years for members of the Executive Committee and Designated Executive Directors (members of the Operations Review Committee and other Executive Directors with significant management or risk responsibility) and two to four years for other staff and for awards to staff promoted to a Director level.

The number of awards that will be allocated in respect of retained profit share will be calculated by dividing the retained profit share amount for each employee (adjusted for any applicable employee on-costs) by the average price at which Macquarie shares are acquired on-market over the MEREP Buying Period (Conversion Price).

Further shares will also be purchased on-market or issued from time to time as MEREP awards are made to new  Macquarie staff.

As described in the Remuneration Report in Macquarie’s 2010 Annual Report and as previously described in the notice for Macquarie's General Meeting held in December 2009 at which the MEREP was approved by shareholders, an amount of the Managing Director’s retained profit share for FY10 must be allocated to the MEREP (Managing Director’s FY10 Contribution).  It is currently proposed that shares will be issued by Macquarie for the purpose of these MEREP Restricted Share Unit awards (Shares).  This is because the allocation of these awards and the issue of the underlying Shares will be subject to shareholder approval at the Macquarie 2010 Annual General Meeting (AGM), which will be held after the Buying Period for awards to other staff.

The Shares issued will be fully paid ordinary MQG shares and will be issued to the MEREP Trustee at the closing price of Macquarie shares on the day before the awards are issued.  The maximum number of Shares that may be issued is proposed to be determined by dividing the Managing Director’s FY10 Contribution by the Conversion Price.    Further information on these proposed MEREP awards will be contained in the Notice of Macquarie’s 2010 AGM.