Macquarie Group Allocates 66,844 Deferred Share Units to Employees Under MEREP with Issue Date of 30 June 2026

Understanding Macquarie’s MEREP Deferred Share Units and Their Role

Deferred Share Units represent equity-based compensation used by Macquarie Group to align employee interests with those of shareholders over the long term. Under the Macquarie Employee Retained Equity Plan (MEREP), eligible employees receive DSUs entitling them to ordinary Macquarie Group shares at a future date, contingent on meeting vesting conditions. This approach is common among major global financial institutions, ensuring employees share in both the risks and rewards alongside investors.

The DSUs referenced here carry the ASX code MQGAM and are unquoted securities, meaning they do not trade on the ASX like ordinary MQG shares. Instead, these units are held by employees and will convert into or be settled as ordinary shares only upon vesting. Detailed terms—including performance criteria, holding periods, and forfeiture conditions—are provided in the Remuneration Report of Macquarie Group’s FY2026 Annual Report, accessible via the company’s investor relations website.

Issue Date of 30 June 2026 with Grants Made on Multiple Dates

The 66,844 DSUs have a formal issue date of 30 June 2026, aligning with the end of Macquarie Group’s 2026 financial year. However, the company clarifies that these units were granted to various participants on multiple dates throughout the period, with the 30 June 2026 date serving as a consolidated reporting reference for regulatory purposes.

This staggered grant approach aligns with standard practice at large financial institutions, where equity awards are made at different times—such as upon hiring, during annual performance reviews, or as part of retention incentives. Macquarie has not disclosed specific grant dates, the number of recipients, or individual allocation sizes in this update.

KMP Participation Confirmed in This DSU Issuance

A notable aspect of this announcement is the confirmation that key management personnel (KMP) or their associates received some of the 66,844 DSUs. Under ASX Listing Rules and the Corporations Act 2001, securities issued to KMP require enhanced disclosure, which this notification fulfills. The issuance was made under an exemption in Listing Rule 7.2, meaning shareholder approval was not necessary.

While KMP involvement is confirmed, the company has not specified which individuals received DSUs, the number of units allocated per person, or the associated value. Investors seeking detailed information on KMP remuneration, including equity awards, should consult the Remuneration Report in Macquarie Group’s FY2026 Annual Report, available on the Macquarie investor relations website.

Total MQGAM Deferred Share Units Outstanding Now 4,938,725

Following this issuance, the total outstanding MQGAM Deferred Share Units under MEREP amount to 4,938,725. This figure represents all DSUs granted and still outstanding—that is, those not yet vested, forfeited, or converted into ordinary shares. This total provides investors insight into potential future dilution from MEREP-related vesting, though actual impact depends on vesting outcomes and market conditions at conversion.

In addition to DSUs, Macquarie has 524,496 unquoted Performance Share Units (PSUs) outstanding under the code MQGAO. PSUs are a distinct equity incentive class, typically subject to specific performance conditions before vesting. Combined, the unquoted DSU and PSU totals reflect the full extent of Macquarie’s outstanding equity-based employee remuneration as of this announcement.

Macquarie’s Ordinary Shares and Capital Notes at Time of Notification

The update also provides details on Macquarie Group’s quoted securities. As of this notification, there are 383,631,025 fully paid ordinary MQG shares outstanding. These shares constitute the main equity class traded by retail and institutional investors on the ASX and form the basis for per-share financial metrics.

Additionally, Macquarie has several classes of quoted capital notes outstanding: 9,054,910 MQGPD notes (BBSW+4.15%, perpetual non-cumulative, redeemable from September 2026); 7,500,000 MQGPF notes (BBSW+3.70%, perpetual non-cumulative, redeemable from September 2029); 7,254,400 MQGPE notes (BBSW+2.90%, perpetual non-cumulative, redeemable from September 2027); and 15,000,000 MQGPG notes (BBSW+2.65%, perpetual non-cumulative, redeemable from December 2031). These capital notes form part of Macquarie’s regulatory capital and are separate from employee incentive securities.

MEREP’s Role in Supporting Long-Term Employee Retention at FY2026 Close

Issuing DSUs at the end of the financial year aligns with Macquarie Group’s established practice of using deferred equity to retain and incentivize senior and specialist employees. The MEREP has long been a central element of the group’s remuneration philosophy, reflecting a co-investment model where employees hold significant stakes alongside external shareholders. By deferring remuneration into equity that vests over time, Macquarie fosters alignment between employee outcomes and long-term shareholder value.

The 30 June 2026 issue date indicates these DSUs likely relate to performance-based remuneration for the completed fiscal year. Details on performance benchmarks influencing award sizes are available in the FY2026 Remuneration Report, which Macquarie has referenced in its disclosure.

Use of Listing Rule 7.2 Exemption—No Shareholder Approval Required

Macquarie confirmed that the 66,844 DSUs were issued under the exemption in ASX Listing Rule 7.2, which allows securities issued under approved employee incentive schemes to bypass the usual shareholder approval requirement under Listing Rule 7.1. This standard procedure indicates that MEREP has previously received shareholder endorsement as mandated by Listing Rules.

The company also stated that shareholder approval was not sought for this issuance, nor were the securities issued under the 15% placement capacity of Listing Rule 7.1 or the additional 10% capacity under Listing Rule 7.1A. This regulatory pathway is consistent with Macquarie’s historical handling of MEREP-related security issuances, providing investors confidence in the governance process.

Accessing Full MEREP Terms in the FY2026 Annual Report

Investors and analysts interested in the comprehensive terms of Macquarie’s employee equity program are directed to the Remuneration Report within the FY2026 Annual Report. This report, publicly available on Macquarie’s investor relations website, details MEREP’s structure, including vesting conditions, performance hurdles, holding locks, forfeiture provisions, and criteria for KMP awards. It is the definitive source for understanding the group’s equity incentive arrangements.

Given KMP participation in this issuance, the FY2026 Remuneration Report is especially important for institutional investors and proxy advisers evaluating executive pay alignment with shareholder interests. The next key updates for stakeholders will be any future vesting announcements or additional MEREP grant disclosures filed with the ASX.

Market Impact and Investor Considerations Moving Forward

The issuance of unquoted DSUs under an employee incentive plan is a routine administrative action for a company of Macquarie Group’s size and complexity and does not constitute a capital raising. These securities are not intended for ASX trading and will only convert into ordinary shares upon vesting. Consequently, the immediate market impact of this announcement is expected to be minimal, with no clear effect on the share price from publicly available information.

Over the longer term, investors may track the size of outstanding MEREP securities—currently 4,938,725 DSUs and 524,496 PSUs—to gauge potential dilution from employee equity vesting. Monitoring future Appendix 3G filings will reveal the pace of new grants, while vesting notifications will indicate when units convert into ordinary shares, increasing the quoted MQG share count. The FY2026 Annual Report and Remuneration Report remain essential references for fully understanding Macquarie’s employee equity framework.