Macquarie Shorting. Product Disclosure Statement 15 JUNE 2015

Transcription

1 Macquarie Shorting Product Disclosure Statement 15 JUNE 2015 Macquarie Bank Limited. ABN Australian Financial Services Licence No

2 This PDS This product disclosure statement ( PDS ) is dated 15 June 2015 and has been prepared by Macquarie Bank Limited (ABN , AFSL number ) ( Macquarie, we or us ). This PDS and the Application Form contain the only terms on which retail clients in Australia will be invited to apply to borrow Shares from Macquarie and short sell them through the Macquarie Prime Facility. To the extent permitted by law, we accept no liability whatsoever for any loss or damage arising from you relying on any other information when investing. Under this PDS, Macquarie invites you to apply to borrow Shares from Macquarie and short sell them through the Macquarie Prime Facility. Your liability Your potential liability under the Macquarie Prime Facility is not limited to the balance deposited in your Macquarie Prime Account or the value of Financial Instruments held through the Macquarie Prime Facility, and we may ask you to pay amounts in excess of these amounts to cover any outstanding monies, especially where you have a Short Position or are leveraged (eg have a Loan Facility or hold contracts for difference). You should read all of this PDS, and any other Transaction Document to which you are a party, carefully and seek professional legal, taxation and financial advice to determine whether any given investment in, or held through, the Macquarie Prime Facility is appropriate for you. In respect of Short Positions and Orders, you should note that: Macquarie does not guarantee the performance, level of income or return of capital from any Short Position entered into using a Macquarie Prime Facility. The Macquarie Prime Facility can allow you to enter into Short Positions that can carry a high level of risk, including loss of more than the capital you invested. Short Positions entered into using a Macquarie Prime Facility may be speculative. Your potential liability on Short Positions is unlimited. This means that you may be liable for more money than you invest and you may lose more than the amount of funds in your Macquarie Prime Account. Your liability is not limited to the funds deposited in your Macquarie Prime Account or Shares in your Sponsorship Account. Before placing an Order, please consider if a Stop-Loss Order or Guaranteed Stop-Loss Order would be appropriate to limit your potential loss. You are responsible for selecting the Share for any Short Position that you take out. As such, the performance of any Short Position will depend mainly on your own investment decisions. Before making any investment decision, you should read and understand this PDS, in particular Section 5 for more detailed information about the significant risks of borrowing Shares and short selling them under this PDS. Offers made in Australia This offer is open to persons receiving this PDS, whether in paper or electronic form, in Australia. This PDS is not an offer or invitation in any place outside Australia where, or to any person to whom, it would be unlawful to make such an offer or invitation. The distribution of this PDS (electronically or otherwise) in any jurisdiction outside Australia may be restricted by law and persons outside Australia who come into possession of this PDS should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable law. Currency of information This PDS is current as at its date (see This PDS above). Macquarie may vary this PDS by issuing a supplementary PDS. Where information changes that is not materially adverse to investors, Macquarie may update the information by posting a notice online at the Prime Website. You may access this information at any time. Alternatively you can call the Prime Client Service Team on Macquarie will provide, on request and without charge, a paper copy of any updates that are posted to the Prime Website or any supplementary PDS ( Updated Information ) to investors. Representations This PDS has been prepared and issued by Macquarie. Potential investors should only rely on information in this PDS. No person, including any distributor of this PDS, is authorised to give any information or to make any representation in connection with our invitation to apply to borrow Shares from Macquarie and short sell them through the Macquarie Prime Facility that is not contained in this PDS. Any information or representation not in this PDS must not be relied on as having been authorised by Macquarie. Nothing in this PDS is an express or implied endorsement or recommendation by Macquarie of an investment in or through the Macquarie Prime Facility or the Shares of any Listed Entity. Electronic copies This PDS is available from us online at the Prime Website. Any person receiving this PDS electronically should note that applications can only be accepted if Macquarie receives a completed Application Form which was included in, or accompanied, by the electronic copy of this PDS. Glossary At the end of this PDS is a Glossary in which various words and phrases used in this PDS are defined. If you do not understand a word or phrase you should refer to the Glossary. Capitalised words that are used in this PDS have the meaning given to those words in the Glossary, unless the context requires otherwise. Unless stated otherwise: (a) all dollar amounts in this PDS are quoted in Australian dollars; and (b) all references to time are to time in Sydney. Further advice recommendation You should not invest using a Macquarie Prime Facility unless you are experienced in equity derivatives and understand the risks of geared investing. You should reach an investment decision only after carefully considering the suitability of Short Positions given your particular circumstances. An investment in a Macquarie Prime Facility, including borrowing and short selling Shares under this PDS, involves financial and other risks. Before making an investment in a Macquarie Prime Facility, you should: carefully read all of this PDS (including the Shorting Agreement in Section 10); seek professional legal, taxation and financial advice to determine whether an investment in, or held through, the Macquarie Prime Facility is appropriate for you; and carefully consider the potential benefits and the risks involved in investing in the Macquarie Prime Facility. As well as considering the risks, you should also consider how any investment in, or held through, the Macquarie Prime Facility fits into your overall investment portfolio. By diversifying your investment portfolio you can reduce your exposure to failure or underperformance of any one investment, counterparty or asset class. 2

3 Contents At a Glance 2 Section 1 Details of Shorting 7 Section 2 Margin 14 Section 3 Fees and Other Costs 16 Section 4 Worked Examples 19 Section 5 Significant Risks You Should Consider 23 Section 6 Taxation Considerations 27 Section 7 Additional Information 30 Section 8 About the Issuer Macquarie Bank Limited 32 Section 9 How to Apply 33 Section 10 Shorting Agreement 34 Section 11 Glossary 39 Section 12 Interpretation 45 1

4 At a Glance This section of the PDS contains the highlights and key features of borrowing Shares from Macquarie and short selling those Shares through your Macquarie Prime Facility. To find information on the topics listed below, see the Section number listed, or document described where applicable. 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 made under this PDS is appropriate for you. Is investing in Short Positions suitable for you? Entering into Short Positions is a complex strategy that is only suitable for experienced and sophisticated investors that are able to constantly monitor their Positions. You should consider whether or not Shorting is suitable for you. In particular you should consider whether: you have sufficient liquid assets to be able to post Margin on very short notice; you are an experienced share trader who is familiar with the share market; you have the ability to tolerate a reasonable level of risk; you are confident in your own investment ability and fully understand the way Shorting works, as well as the risks involved in borrowing Shares and short selling them. You should also ensure that you understand that your potential loss on Short Positions may be unlimited. Topic Highlights More information Who is the issuer of this PDS? What is offered? What is shorting? This PDS is issued by Macquarie Bank Limited ( Macquarie ). Macquarie s contact details are set out on the back cover of this PDS. This document sets out how you can borrow Shares from Macquarie and to give Orders relating to Short Positions, including GSL Orders, on the terms described in this PDS, using your Macquarie Prime Facility. This document applies to Shares only (eg ASX-traded shares) and does not apply to other Financial Instruments offered through the Trading Platform that may offer short exposures (such as CFDs). The term to go short describes the act of borrowing a security, such as a Share, and then selling the borrowed security. If you have a Short Position in respect of a security, you will make a gain if the value of the security goes down, but will make a loss if the value of the security goes up. You must eventually buy back the borrowed security and return it to the lender. If you would like to short Shares under the Macquarie Prime Facility, you must agree to the terms of this PDS (including the Shorting Agreement in Section 10) in addition to the Prime Client Agreement and the Macquarie Prime Account PDS. Section 8: About the Issuer Macquarie Bank Limited. Section 1: Details of Shorting. Section 10: Shorting Agreement. Section 10: Shorting Agreement. 2

5 Topic Highlights More information How do you open a Short Position? What other security do I give? How do I close my Short Position? Early Re-Delivery You may decide to open a Short Position if you expect the Value of the relevant Share to go down. Under this PDS, you can open a Short Position by placing an Order to sell Shares on the Trading Platform. If and when your Order is accepted, your Short Position will be created by the following transactions set out in the PDS (including the Shorting Agreement in Section 10 of this PDS): you borrowing the Shares from us; you immediately selling those Shares; and Macquarie crediting the proceeds of the sale of those Shares to your Macquarie Prime Account, as security (known as Re-Purchase Margin ) for your obligations to re-deliver those Shares to us under the Shorting Agreement. This Re-Purchase Margin will be held as cash in your Macquarie Prime Account which you can t withdraw. Please note that the amount of Re-Purchase Margin you are required to give is equal to, and will vary with changes in, the Value of the Shares you have shorted and, at any time, is likely to be significantly larger than any Short Margin (see below). In addition to the Re-Purchase Margin (see above), you will be required to provide a percentage of the Value of your Short Position as Short Margin (that is, cash in your Macquarie Prime Account you can t withdraw) as long as the Position is open. Macquarie and you may agree for you to provide additional security (eg a guarantee and indemnity), if we require. For more information on how Short Margin is held in your Macquarie Prime Account and how Margin works generally, see the Macquarie Prime Account PDS. You can Close-out a Short Position by placing an Order to buy the Shares on the Trading Platform. You may place an Order requesting the Close-out of a Short Position at any time. Your Short Position will only be Closed-out if and when that Order has been accepted. Your Order may be accepted or rejected in whole or in part. Macquarie has the ability to call for early re-delivery of any Shares lent to you under a Stock Loan at any time (which will result in the Closeout of the related Short Position). Macquarie may call for early re-delivery of the Shares lent to you in a variety of circumstances, including where Macquarie has borrowed the Shares from another party and that other party requires Macquarie to re-deliver those Shares or, where, for any other reason, Macquarie is unable or unwilling to continue lending you the relevant Shares under a Stock Loan. Short Positions remaining open on the last Business Day prior to the first anniversary of the date on which the Short Position was entered into will automatically be Closed-out. Section 1: Details of Shorting. Section 2: Margin. Section 10: Shorting Agreement. Prime Client Agreement. Section 1: Details of Shorting. Section 2: Margin. Section 10: Shorting Agreement. Macquarie Prime Account PDS. Section 1: Details of Shorting. Section 10: Shorting Agreement. Prime Client Agreement. Section 1: Details of Shorting. Section 10: Shorting Agreement. 3

6 Topic Highlights More information Involuntary Close-Out / Termination of Stock Loan In addition to the right to call for re-delivery of any Shares lent to you under a Stock Loan at any time for any reason, Macquarie may also Close-out your Short Positions or terminate your Stock Loan (which will result in your Short Position being Closed-out) and cancel your Orders in a number of other circumstances, including where you have insufficient funds in your Macquarie Prime Account to meet your obligations to provide Margin for any of your Transactions, where your Utilised Risk Limit exceeds your Risk Limit or where an Event of Default occurs. This may cause you financial loss. In particular: Where you breach a Margin Obligation and there is a shortfall in your Margin Obligations that is equal to or greater than 50% of the aggregate of all your Margin Obligations (ie. where the amount that is required to comply with the Margin Obligations is equal to or greater than 50% of those Margin Obligations) Macquarie may immediately commence Closing-out any or all of your Positions and/or cancel your Orders, to rectify the breach. This can also occur where you exceed your Risk Limit by more than 5% or where the breach of your Risk Limit occurs as a result of the expiry of a Guaranteed Stop-Loss Order (however, in the case of expiry of a Guaranteed Stop-Loss Order, the Close-out is limited to the Position to which the Guaranteed Stop-Loss Order applies). Further, even if the shortfall in your Margin Obligations is below 50% of the aggregate of all your Margin Obligations, or if you exceed your Risk Limit by less than 5%, you must act immediately, as Macquarie may Close-out your Open Positions and/or cancel your Orders, if you have not rectified the breach by 2pm on the next Business Day after the day on which Macquarie gave you notice of the breach. Notwithstanding the provision of this notice, Macquarie still has the right to Close-out your Positions in certain circumstances, before the 2pm deadline, for example where there is a further fall in the value of your Positions and the shortfall in your Margin Obligation is greater than 50% of the aggregate of all your Margin Obligations. This may occur without you receiving any prior notice. It is your responsibility to monitor at all times the level of funds in your Macquarie Prime Account, as well as your total Margin and Risk Limit, and make additional deposits to your Macquarie Prime Account when necessary to meet your Margin Obligations and any other payment obligations you may have under your Macquarie Prime Facility. Additionally, the Positions that are Closed-out may be unrelated to the Margin Obligation in respect of which the breach occurred (for example Macquarie may Close-out your Short Positions in order to rectify a breach of your obligations to provide Margin in respect of your Loan Facility). It is important to realise that even if you are meeting your Margin Obligations, have not exceeded your Risk Limit and there has not been an Event of Default, Macquarie may still call for early re-delivery of the Shares lent to you under a Stock Loan at any time (which will result in the Close-out of the related Short Position). These rights are provided solely for the purpose of securing your obligations to Macquarie and Macquarie may choose not to exercise them. You must not rely on this to limit your exposure to further loss. Close-out rights are an important factor in how Macquarie calculates the Margin Rates that it offers to Investors. Prime Client Agreement. 4

7 Topic Highlights More information Can I place a Guaranteed Stop-Loss Order on my Short Position? What fees and other costs are payable? You can ask for a Guaranteed Stop-Loss Order to apply to your Short Position. For more information on how Guaranteed Stop-Loss Orders work, please also see the explanation and terms in the Prime Client Agreement. In addition to any fees and charges payable by you under other Transaction Documents, including the Prime Client Agreement, the following fees and costs are payable: Trading Fee: You will be charged a Trading Fee in respect of each Short Position once on the opening and then again on the Close-out of the Short Position. Each fee will be equal to the Trading Fee Rate multiplied by the Value of the Short Position at the time of payment, which is the Reference Price multiplied by the number of Shares to which the Short Position relates, subject to this amount being greater than the minimum amount specified or agreed by Macquarie. The Trading Fee Rate will not be greater than 2.00% (inclusive of any applicable GST and any payment you direct us to pay to your financial adviser for the services they provide to you). The minimum amount specified by Macquarie will not be greater than $200. The Trading Fee Rate and this minimum amount may vary depending on what method you use to place your Order (eg whether by phone or via the Trading Platform) and whether you have an adviser or not. This Trading Fee is stated inclusive of GST. Stock Lending Charge: You will be charged a Stock Lending Charge, based on the Value of any open Short Position. This accrues daily and is paid monthly in arrears. Any payments you direct us to pay your financial adviser for services they have provided to you, calculated by reference to the Value of any open Short Position, will be debited from your Deposit Sub Account as part of this Stock Lending Charge. GSL Fee (GSLs Only): Where you have Guaranteed Stop-Loss protection over a Short Position, you will be charged a GSL Fee (plus any applicable GST). The GSL Fee will be quoted to you at the time you place your GSL Order and is payable immediately if the GSL Order is accepted. Dividend Amount: If you hold a Short Position in Shares on the close of business on the day prior to the ex-dividend date in respect of an ordinary dividend, you must pay an amount equal to the cash dividend paid on those Shares to us. Further, in some instances, you may be obliged to pay the cash value of any franking credits attached to the dividends. Default interest: You may also be liable to pay default interest if you fail to pay any amount payable when due as provided under the General Conditions contained in your Prime Client Agreement. Adviser payments: You may direct us to pay your financial adviser service fees calculated by reference to/as a proportion of any Trading Fees charged to you or Stock Lending Charge charged to you. Your adviser should disclose any benefits they receive to you. You will need to ensure that the Available Funds in your Macquarie Prime Account are sufficient to meet all required fees and payments when due (including amounts payable to your adviser). Failure to maintain sufficient funds may result in the closure of some or all of your Positions and/or your account (at the sole discretion of Macquarie). Section 1: Details of Shorting. Prime Client Agreement. Section 3: Fees and other costs. Prime Client Agreement. 5

8 Topic Highlights More information What are the significant risks of short selling? What are the tax consequences of investing in Short Positions? Does this PDS, including the Shorting Agreement, cover short CFDs? How can I obtain further information? The significant risks of short selling Shares include: An adverse movement in the value of your Shares: The value of your investments may go up and down by a material amount, even over a short period of time. Since July 2007 equity markets have generally become more volatile; indeed, over this period, volatility in some markets has been at very high levels. Investing in such highly volatile conditions implies a greater level of risk for investors than an investment in a more stable market. You should carefully consider this additional volatility risk before making any investment. A rise in the value of the Shares the subject of the Short Position: If the Reference Price of a Share the subject of a Short Position moves against you (e.g. the share price rises) your Available Funds may need to be used as additional Short Margin and Re-Purchase Margin, and this could happen any time the Reference Price increases. The value of the Shares may go up or down by a material amount, even over a short period of time. Since July 2007 equity markets have generally become more volatile; indeed, over this period, volatility in some markets has been at very high levels. Investing in such highly volatile conditions implies a greater level of risk for investors than an investment in a more stable market. You should carefully consider this additional volatility risk before making any investment. Unlimited loss: Your potential loss on Short Positions may be unlimited. You may lose more than the amount in your Macquarie Prime Account: Your potential losses on a Short Position may exceed how much Margin is designated to support a Short Position and may even exceed the total funds in your Macquarie Prime Account. There are other significant risks associated with shorting. You should read and understand Section 5 of this PDS prior to applying to borrow Shares from Macquarie and short sell them through the Macquarie Prime Facility. The taxation consequences of borrowing Shares from Macquarie and short selling them through the Macquarie Prime Facility will depend on your personal circumstances and you should obtain independent professional taxation advice. Macquarie does not give taxation advice. This PDS, including the Shorting Agreement in Section 10, does not cover short CFDs or short selling any products other than Shares. If you want to trade short CFDs in your Macquarie Prime Facility, for example, you will need to read, understand and accept the terms of the Macquarie CFD PDS available from the Prime Website. For more information, please contact us by: Telephone: prime@macquarie.com.au Internet: macquarie.com.au/prime Alternatively, you can speak to your financial adviser. Section 5: Significant Risks You Should Consider. Section 6: Taxation for Australian Residents. Macquarie CFD PDS. 6

9 Section 1 Details of Shorting This Section contains a brief summary only of certain material features relating to borrowing Shares from Macquarie and short selling them through the Macquarie Prime Facility. More detailed information relating to borrowing Shares from Macquarie and short selling them through the Macquarie Prime Facility can be found in Section 10 Shorting Agreement and the Prime Client Agreement. 1.1 What do I have to do before I can start short selling Shares? In order to short sell Shares with Macquarie, you must complete and submit online the Application Form available at macquarie.com.au/prime. In addition, to provide the Margin needed to support your Short Positions, you will need to open a Macquarie Prime Facility and Macquarie Prime Account in your name under the terms of the Macquarie Prime Account PDS and Prime Client Agreement. Macquarie will then require that an initial amount of at least $5,000 (current as at the date of this PDS, but subject to change) be deposited in your Macquarie Prime Account, or such other amount that Macquarie may determine from time to time ( Initial Deposit ). Once the Initial Deposit is held in cleared funds in your Macquarie Prime Account, you are able to place Orders and open Short Positions with Macquarie. Please note that Macquarie retains the right to refuse any application to short sell Shares or to open a Macquarie Prime Facility. Risk Limit When you open a Macquarie Prime Facility, we will place a limit on the total exposure to any Financial Instruments (including Short Positions) you are able to enter into using the Macquarie Prime Facility ( Risk Limit ). This Risk Limit will be shared across any Financial Instruments you enter into (not just Short Positions). We retain the right to reject any Orders and/or Close-Out your Positions and/or terminate your Stock Loan (which will result in your Short Positions being Closed-out) in certain circumstance where you have exceeded your assigned Risk Limit. We may refuse to accept an Order in certain circumstances, including if the Order would increase your Utilised Risk Limit over and above your allocated Risk Limit. Additionally, if your Utilised Risk Limit exceeds your Risk Limit, this can lead to serious financial consequences for you, including refusal or cancellation of any Orders, Close-out of any Positions and/ or closure of your Macquarie Prime Facility (see Parts 2.5 and 6.7 of the Prime Client Agreement for more information), as well as us recovering from you any monies that you owe us. At any time, you can view how much of this Risk Limit you have used through your investment activities (the Utilised Risk Limit ). Your Utilised Risk Limit is calculated as the maximum of: (i) the Face Value of all Positions and Orders for all Financial Instruments within your Macquarie Prime Facility less your Net Equity; and (ii) zero. Your Net Equity is the value of all of your Long Positions, less the value of all of your Short Positions (if any), plus your Macquarie Prime Account Balance. Your Macquarie Prime Account Balance is the sum of the Funds Balance and the Blocked Funds in your account. The Funds Balance is equal to all amounts that have been deposited into your Macquarie Prime Account, less any amounts withdrawn/paid out of that account and any Blocked Funds. Your Risk Limit, Utilised Risk Limit, the Face Value of your Positions and Orders and your Net Equity can all be viewed on the Macquarie Trading Platform. If you have an assigned Risk Limit of zero, you are required to use GSL protection on every Short Position that you enter into (see Section below relating to Guaranteed Stop-Loss Orders). If you have a Risk Limit of zero, you should also note that if, at any time, you hold a Short Position that is not subject to GSL protection, including where the GSL Period for that protection has expired, your Short Position may be Closedout. Therefore, if you want to continue holding your Short Position past the end of the GSL Period, it is important that you purchase new GSL protection prior to the expiry of your existing GSL protection. Regardless of your Risk Limit, you must maintain sufficient Available Funds in your Macquarie Prime Account to meet your Margin Obligations (see the Macquarie Prime Account PDS for details). 7

10 1.2 How will my Macquarie Prime Account be affected by my short selling Shares? While you have Positions or Orders in your Macquarie Prime Facility, amounts within your Macquarie Prime Account will be designated as either Available Funds or Margin, depending on your Orders, Positions and market movements. Available Funds are the funds that can be withdrawn from your Macquarie Prime Account or used to meet payment obligations under your Macquarie Prime Facility. In addition to holding sufficient Available Funds in your Macquarie Prime Account (for example to meet any fees and charges associated with your borrowing Shares from Macquarie and short selling them as referred to in Section 3), you are required to make sufficient funds available to support your Margin Obligations on each of your existing Short Positions and on each Order to open a Short Position (being an amount equivalent to that held if the Order was accepted). Such Margin represents security held by Macquarie for your Orders and Short Positions. Your rights to deal with monies to the credit of your Macquarie Prime Account are restricted to your Available Funds (and are also subject to our rights to call due amounts under your Loan Facility, if you have one). Generally, if we hold any monies to the credit of your account as Margin, you will not be able to deal with those monies. It is your responsibility to monitor at all times the level of Available Funds in your Macquarie Prime Account, as well as your Margin Obligations, and make any necessary deposits to ensure that you have sufficient Available Funds in your Macquarie Prime Account to cover any Margin required for Short Positions and Orders for such Positions and any other payment obligations you have under the Transaction Documents. Please refer to Section 2 for a further description as to how Margin for Short Positions and Orders for such Positions is calculated. You should also note that losses on Short Positions are potentially unlimited (see Section 5.1 for more details). 1.3 How do I short sell a Share? You will need to place your Order to short sell a Share through the Trading Platform, electronically or by telephone. We will allow you access to the Trading Platform to do this if we accept your Application to borrow Shares from Macquarie and short sell them through the Macquarie Prime Facility. When you place an Order to open a Short Position, you will need to specify certain information including the type of Order (see Section 1.6), the Share and the number of Shares you wish to borrow and then sell. Your Order will become an open Short Position only if and when Macquarie and the Trading Participant accept your Order in accordance with the Prime Client Agreement. To open a Short Position in respect of a Share the following transactions occur: (a) we lend you the Shares under the Shorting Agreement under a Stock Loan (see Section 1.12); (b) the Shares are sold immediately for their Value; (c) the amount of cash blocked to cover your potential Short Margin is moved from your Deposit Sub-Account to Blocked Funds (see Section 2); and (d) a payment is made to your Macquarie Prime Account from the proceeds of the sale of the Shares. This amount then forms the initial Re-Purchase Margin (see Sections 1.12 and 2). Early Re-delivery In order to offer shares to you under the Stock Loan we may need to borrow shares from another party under a separate stock lending arrangement. Typically, that party has the right to require us to re-deliver any shares we have borrowed at short notice. Macquarie may require you to re-deliver Shares you have borrowed from Macquarie at any time without prior notice, which will mean that your Short Position will be Closed-out. Some examples of where Macquarie may require you to re-deliver Shares you have borrowed from Macquarie include: where Macquarie has borrowed shares from another party in order to lend the Shares to you, and that party has demanded re-delivery of the shares from Macquarie; or where Macquarie requires re-delivery to ensure that the stock lending arrangement is compliant with Section 26BC of the Income Tax Assessment Act (1936) (Cth); or where, for any other reason, Macquarie is unwilling or unable to continue the Short Position. If you fail to re-deliver Shares to Macquarie in the required time you may be liable for Macquarie s costs and expenses in buying replacement shares. Short Positions remaining open on the last Business Day prior to the first anniversary of the date on which the Short Position was entered into will automatically be Closed-out without notice to you. 8

11 1.4 How do I Close-out a Short Position? You may Close-out your Short Position by placing an Order to buy the Shares and that Order being accepted. Your Short Position will Close-out automatically if: a related Stop-Loss Order is accepted by Macquarie and/ or the Trading Participant; or a related GSL Order is triggered. When a Short Position in respect of a Share is Closed-out, the following transactions occur: (a) you buy the Shares for their Value; (b) you deliver the Shares back to us to satisfy your Stock Loan obligation (see Section 1.12); (c) the relevant Re-Purchase Margin will be redesignated as Available Funds, however, we will then immediately debit your Deposit Sub Account in order to satisfy your obligation to pay the Value of the Shares bought; and (d) we will debit the relevant Short Margin from your Blocked Funds and credit the same amount to your Deposit Sub Account. 1.5 Can Macquarie close my Short Positions or stop my ability to short sell Shares without my approval? In some circumstances, Macquarie may Close-out a Short Position or suspend your ability to short sell Shares or terminate your Stock Loan (which will result in your Short Position being Closed-out), including where you exceed the Risk Limit or fail to maintain sufficient Available Funds to meet Margin Obligations or an Event of Default occurs.this may cause you financial loss. The Close-out, suspension or termination may occur without you receiving any prior notice. In light of this, it is your responsibility to monitor at all times the level of funds in your Macquarie Prime Account, as well as your total Margin, and make additional deposits to your Macquarie Prime Account when necessary to meet your Margin Obligations and any payment obligations you may have under your Macquarie Prime Facility. However, as set out in section 1.3 above, Macquarie may require you to re-deliver Shares you have borrowed from Macquarie at any time without prior notice, which will mean that your Short Position will be Closed-out, even if you are meeting your Margin Obligations and have not exceeded your Risk Limit. Short Positions remaining open on the last Business Day prior to the first anniversary of the date on which the Short Position was entered into will automatically be Closed-out without notice to you. See the Shorting Agreement, Prime Client Agreement and Macquarie Prime Account PDS for more details. 1.6 What types of Orders exist? The basic types of Orders you can place when opening, altering or Closing-out a Short Position are set out below. If you have a Risk Limit of zero, you may need to place an Order for a GSL at the same time as your Order (see Section 1.1). This does not apply to an Order to Close-out a Short Position Orders that can open or Close-out a position You can open or Close-out Short Positions using a Limit Order, Market-to-Limit Order, Trigger Order or such other types of Order that we make available from time to time. Limit Order This is an Order to enter into a new Short Position or Closeout an existing Short Position where the relevant Reference Price reaches a specified level (the Limit Price ). If this Order is accepted: where you are selling Shares, the Order may be filled at the prevailing bid price when that price is equal to, or greater than, the Limit Price; or where you are buying Shares, the Order may be filled at the prevailing offer price when that price is equal to, or less than, the Limit Price Limit Orders expire at the end of the Limit Order Period that you select unless cancelled by either party. For example, you decide to place a Limit Order to short sell 500 XYZ Shares at $10.00 per Share. The current bid price (ie the highest price at which someone is prepared to buy an XYZ Share on the ASX) is $9.99. Your Order will not be accepted until another bid is entered into the market at $10.00 or higher, in which case your XYZ Shares are sold at $10.00 per Share until your Order is completely filled. Market-to-Limit Order This is an Order to enter into a new Short Position or Closeout an existing Short Position at the best prevailing price at which the Shares are being bid or offered for sale respectively on the ASX. If there is not a sufficient quantity of the Shares at the best prevailing bid or offer price matching your Market-to- Limit Order, your Order for the remaining quantity will remain unaccepted and will be treated as a Limit Order at that original best prevailing bid or offer price. Market-to-Limit Orders are valid until accepted or cancelled by any party. For example, you decide to place a Market-to-Limit Order to sell 1,000 XYZ Shares and open a Short Position. The best current bid price (ie the highest price at which someone is prepared to buy an XYZ Share on the ASX) is $10.00 per Share. There are 600 XYZ Shares available at this price. Your Order will be filled for 600 XYZ Shares at $10.00 per Share. 9

12 The rest of your Order (ie for the 400 XYZ Shares that have not been filled) will only be filled if another bid is entered into the market at $10.00 or higher. Trigger Order This is an Order requesting the placement of a Market-to-Limit or Limit Order 1 if a particular event (a Trigger Event ) occurs. You specify the Share and a specified Reference Price at which you would like the Trigger Event to occur (the Trigger Level ), and whether the Reference Price must be above or below (or equal to) the Trigger Level for the Trigger Event to occur. If a Trigger Event occurs, the Market-to-Limit or Limit Order is placed as applicable and operates as a normal Order of that type. For example, XYZ is currently trading at $ You would like to open a Short Position at a Limit Price of $9.50, but you only want to place your Limit Order if XYZ trades below $ In this example: the Trigger Level is set at $10.00; and if XYZ trades at $10.00 or less, a Trigger Event occurs and Limit Order to sell Shares at $9.50 or more is placed Orders that can be used to limit losses Stop-Loss Order This is an Order requesting the Close-out of an existing open Short Position if the Share reaches a price you specify in the Order (the Stop-Loss Level ). This Order may be accepted by Closing-out your Short Position at the prevailing Reference Price when the Reference Price becomes equal to, or greater than, the Stop-Loss Level. You should note that if, for example, the Reference Price moves suddenly or if liquidity in the relevant Share falls, it is possible that Stop-Loss Orders may not be filled, or may be filled at a different price to what you have specified as a Stop-Loss Level, and that you may suffer loss as a result. Stop-Loss Orders are valid until accepted or cancelled by any party. Guaranteed Stop-Loss Order A Guaranteed Stop-Loss Order (or GSL Order ) is a type of Order relating to Shares. It is a request for Macquarie to pay you a GSL Compensation Payment if your open Position in relation to a Share is Closed-out at a Reference Price beyond a specified level (the GSL Level ) during the GSL Period. This is known as the triggering of the GSL and will occur for a Short Position, when the Reference Price is greater than or equal to the GSL Level. If you have not Closed-out your Position prior to the GSL being triggered, the triggering of the GSL will automatically result in you placing an Order to Close-out the Position. Subject to the payment of the GSL Fee, we promise to accept the Close-out Order and will ensure that the Position is Closed-out when the prevailing Reference Price is equal to the GSL Level. If at the time the GSL is triggered, Macquarie fails to ensure that the Position is Closed-out at the GSL Level as promised, Macquarie will compensate you for your damage. For a Short Position, Macquarie will do so by paying you the GSL Compensation Payment, which will be equal to the Reference Price at which the Position is Closed-out less the GSL Level, multiplied by the number of Shares. When opening or reviewing a Position relating to Shares, you should consider whether a Stop-Loss Order or GSL Order would be appropriate for that Position. Most contractual terms relating to Guaranteed Stop Loss Orders are contained in the Prime Client Agreement. Please refer to that document for more details. The following are important matters you should consider before placing a GSL Order: Guaranteed worst-case Unlike a Stop-Loss Order, if Close-out under a GSL does not occur at exactly the GSL Level, Macquarie will compensate you for your loss by paying you the GSL Compensation Payment. We will honour your GSL, even if a Market Disruption Event should occur up to and including GSL Expiry. For further information concerning how Market Disruption Events might affect your GSL, see Section 1.11 below. Finite protection period. You can select GSL Periods from a list of available GSL Periods on the Macquarie Trading Platform. GSL protection will cease on the first to occur of the following: the Position to which the GSL relates is Closed-out; we accept a subsequent GSL Order over the same Position; or GSL Expiry is reached. This means that, if you have not already Closed-out a Position to which a GSL relates and wish to continue GSL protection over the Position, you would need to purchase new GSL protection at least 30 minutes prior to Closing Time on the GSL Expiry Date. Please note that, if your Position continues without a GSL, this may increase your Utilised Risk Limit and, if you do not have sufficient Risk Limit to absorb this effect, you could breach your Risk Limit. The GSL Period commences when the relevant GSL Fee has been paid, which, in the case of a GSL Order in respect of a Position the subject of an Order that has not yet been accepted and executed by the Trading Participant can only occur once that Order has been accepted and executed If these Order types are available.

13 GSL replacement Throughout the GSL Period, you are able to replace your GSL at a new GSL Level. If you replace your GSL, you will incur no additional GSL Fee provided that: the GSL Percentage in absolute terms, is no less than that specified in the Order for the GSL you are replacing; and the scheduled GSL Expiry Date does not change. Otherwise, you will be charged a GSL Fee equal to what we calculate to be the incremental cost of the new GSL. GSL Orders are only available over a limited number of Shares GSLs can only be placed over Shares approved by us. A list of approved Shares is available on the Prime Website. Additional cost A GSL Fee will be debited from your Macquarie Prime Account when your GSL Order is accepted by us. The amount of the GSL Fee will depend on a number of factors including the Share itself, the GSL Percentage and the length of the GSL Period (see Section 3.3 and the Prime Website for more information on GSL Fees). GSL Order Acceptance We will only accept GSL Orders while the ASX is open, but you are able to submit GSL Orders to the Trading Platform at any time. If the market is not open at the time the GSL Order is submitted, Macquarie may not accept your GSL Order until after the market next opens for business. This also applies for any amendments to or replacements of existing GSLs. Minimum GSL Percentage We retain the right to set a minimum GSL Percentage for all GSL Orders in absolute terms. This minimum GSL Percentage may be altered from time to time by us and will be published on the Prime Website. Adjustment for the amount of any cash dividend If GSL protection is effective on the relevant Share s exdividend date, we may (in our discretion) reduce the GSL Level by an amount equal to the relevant cash dividend. No GSL trigger after normal trading ends If the ASX has ceased normal trading when the Reference Price triggers the GSL (eg where the Reference Price is the price published at the end of the closing auction conducted by the ASX at the end of a Trading Day), your Position will not be Closed-out. If the Reference Price at the beginning of trading on the next Trading Day was still beyond the GSL Level, the GSL would be triggered and GSL protection would apply in the normal way. If your Macquarie Prime Facility is terminated prior to the expiry of the GSL Period for any of your GSLs, Macquarie will refund part of the GSL Fee that you have paid, being the remaining value of the GSL as specified on the Trading Platform on the date of termination. Please note: This PDS and the Prime Trading Terms do not apply to Orders in respect of CFDs (including GSL Orders over CFDs). Please see the Macquarie CFD PDS for further information on Orders relating to CFDs. 1.7 Will my Order be accepted? Your Order may be accepted in whole or in part and may be refused in whole or in part. Set out below are some examples of when your Order may be not accepted: if you have insufficient funds in your Macquarie Prime Account to meet your obligations; trading in the relevant Shares has been suspended or halted for any reason whatsoever and you have not reconfirmed instructions; or a view is taken that the Order is likely to: contribute to a breach of the Corporations Act, ASIC Market Integrity Rules, or ASX Operating Rules; or be inappropriate, unethical or likely to negatively impact on the reputation and integrity of Macquarie or the Trading Participant within the market; or create a disorderly market in the Shares. Even if your Order is accepted, you should note that there is no guarantee that your Order (without limiting the Guaranteed Stop-Loss Order terms) will be filled or executed at a given price or time, or in full. You may cancel an Order (or part of an Order) by notifying us at any time before that Order (or the relevant part of the Order) is accepted (see Condition 2.7 of the Prime Trading Terms). If you place a Share Order which is accepted, the Shares the subject of that Share Order will be bought or sold on your behalf by the Trading Participant. In limited circumstances Macquarie may buy or sell Shares the subject of an Order as principal (that is, when a Order for the purchase or sale of Shares is deemed to have been placed pursuant to the triggering of a Guaranteed Stop-Loss Order and Macquarie determines that your Order to purchase or sell Shares will be executed by Macquarie as principal). Under the Prime Trading Terms, any Share Order you place for a Short Position is taken to be accepted when Macquarie the Trading Participant enters into arrangements to buy or sell Shares to give effect to your Share Order or otherwise recording the transaction concerning the position in its records. Orders (other than Share Orders which are taken to have been given to the Trading Participant) are taken to be accepted when Macquarie executes the Order by entering into arrangements to buy or sell Financial Instruments to give effect to your Order or otherwise recording the transaction concerning the position in its records (see Condition 2.3 of the Prime Trading Terms). 11

14 1.8 Can Macquarie close my Short Positions or Macquarie Prime Facility without my approval? Without limiting our rights under any of the Transaction Documents, in some circumstances we may Close-out a Position or terminate your Stock Loan (which will result in your Short Position being Closed-out) or suspend your use of the Trading Platform, including where you exceed your Risk Limit or fail to maintain Margin. Our rights are set out in Condition 8 of the Prime Trading Terms and Condition 2 of the General Conditions and in Condition 7.1 of the Shorting Agreement. The Close-out, termination or suspension may occur without you receiving any prior notice. In light of this, it is your responsibility to monitor at all times the level of funds in your Macquarie Prime Account, as well as your total Margin and Risk Limit, and make additional deposits to your Macquarie Prime Account when necessary to meet your Margin Obligations and any payment obligations you may have under your Macquarie Prime Facility. Short Positions remaining open on the last Business Day prior to the first anniversary of the date on which the Short Position was entered into will automatically be Closed-out without notice to you. Additionally, as set out in section 1.3 above, Macquarie may require you to re-deliver Shares you have borrowed from Macquarie at any time without prior notice, which will mean that your Short Position will be Closed-out, even if you are meeting your Margin Obligations, have not exceeded your Risk Limit and there is no Event of Default. For more information on what your Risk Limit is, please see Section 1.1. For more information on Margin, please see the Macquarie Prime Account PDS and Section 2 of this PDS. Macquarie may also cancel or amend Positions in the event that Share transactions fail to settle or are cancelled or amended by ASIC or ASX (see Condition 2.6 of the Prime Trading Terms). While a Short Position is open, the Reference Price of the relevant Shares will be equal to the last traded price of the Share on the ASX. However, you should note that there are a number of cases where we will determine Reference Prices in our sole discretion, including when the Share is: undergoing a Potential Adjustment Event (see Section 1.10 below); or otherwise subject to a Market Disruption Event How do Potential Adjustment Events affect my Short Positions? Where a Potential Adjustment Event occurs in relation to a Financial Instrument (like a Share), we may adjust the terms of any Positions, Orders or GSL protection associated with that Financial Instrument or make a payment to or from your Macquarie Prime Account to aim to preserve the economic equivalence of the rights and obligations of the parties immediately prior to such event. For example, we may adjust a Reference Price in relation to Shares you hold or adjust a GSL Level for a GSL Order you have placed. We also have certain other rights that we may exercise where a Potential Adjustment Event occurs in relation to a Financial Instrument. For example, in the case of a Special Dividend, you may be required to pay to us the amount of any Special Dividend (and the cash value of any franking credits associated with such Special Dividend). Also, if a Potential Adjustment Event occurs in relation to a Share and you have a Short Position over that Share, we may require you to re-deliver the Shares borrowed from us under the Shorting Agreement (see Condition 5.2 of the Shorting Agreement). For example, where a takeover offer is announced in respect of the Shares the subject of the Short Position and is nearing completion, we may require you to buy the Shares and re-deliver them to us to Close-out the Short Position. Macquarie s rights in relation to Potential Adjustment Events are set out in the Prime Client Agreement. 1.9 How are Reference Prices determined? If your Share Order in relation to a Short Position is accepted, the Shares will be bought or sold on the ASX on your behalf by the Trading Participant, in which case the Reference Price will be the price at which the Shares are bought or sold on the ASX. In limited circumstances, if you place an Order to buy or sell Shares Macquarie may buy or sell those Shares as principal (see Section 1.7 of this PDS). If this occurs, the Reference Price will be calculated by Macquarie in its sole discretion having regard to the relevant quantities that are bid and offered at various prices on the ASX. 12

15 1.11 How do Market Disruption Events affect Reference Prices and GSLs? An example of a Market Disruption Event is where a Share is subject to a trading halt, and the Listed Entity makes an announcement that an external administrator has been appointed. In this case, it is likely that the true value of the Share is lower than the last traded price on the ASX, and we may determine that the Reference Price is less than the last traded price (and potentially zero). Your GSL for a Short Position will be triggered if a Market Disruption Event occurs and the Reference Price we determine is greater than or equal to the relevant GSL Level. If a GSL reaches GSL Expiry when the relevant Share is subject to a Market Disruption Event, the Reference Price is determined by us in our sole discretion, and may have the effect of causing a GSL to be triggered. If this is the case, we will honour such GSL on the basis of that Reference Price How does the Stock Loan work? A Note on Stock Loans While the expressions borrow, lend and re-deliver are commonly used in the market for stock loans, in fact the title to the Shares borrowed or lent passes from the lender to the borrower (or vice versa on re-delivery of those Shares). For example, under the Shorting Agreement, if Macquarie takes re-delivery of Shares you have borrowed, all title in those Shares passes to Macquarie. This absolute transfer of title under a Stock Loan is what facilitates you being able to short sell the Shares on the ASX under this PDS. While Shares still need to be re-delivered under a Stock Loan (and you will breach your obligations if you do not do so, when required), it does not involve a form of lease, bailment or other loan in the common sense. To create this Margin, when we credit your Macquarie Prime Account with the sale proceeds of the borrowed Share, we will block these funds as Re-Purchase Margin which cannot be drawn on by you unless they are released from being Re- Purchase Margin as explained below. The required amount of Re-Purchase Margin will move up and down with changes in the Reference Price of the borrowed Share that is: if the Reference Price increases, you must provide additional Re-Purchase Margin equal to the increase in the Value of your Short Position. This amount is taken from your Available Funds and blocked as Re-Purchase Margin; or if the Reference Price decreases, we will release part of your Re-Purchase Margin equal to the decrease in the Value of your Short Position. This amount is credited to your Available Funds. When your Short Position is Closed-out, you purchase the Share for its Reference Price and use the Share to meet your obligation to re-deliver the Share under the Stock Loan and we release the Re-Purchase Margin to you on re-delivery of the Share. To the extent that the Re-Purchase Margin is insufficient to purchase the Share for its Reference Price, you will need to have sufficient Available Funds in your Macquarie Prime Account to meet this obligation Who is my Sponsor for the Shares I short sell? The Sponsor is identified in the Prime Client Agreement. The Prime Client Agreement incorporates a CHESS Sponsorship Agreement as well as other terms relevant to your short selling Shares under the Shorting Agreement. As noted in Section 1.3, to open a Short Position in respect of a Share, you must borrow (that is, acquire) that Share from us under the Stock Loan, before immediately selling that Share for its Reference Price. You then have an obligation to re-deliver the borrowed Share to us (see Section 1.4). The Re-Purchase Margin secures this obligation and your other obligations under the Stock Loan 2. 2 In addition to the Re-Purchase Margin, you may also be required to provide Short Margin for the Short Position as Blocked Funds - see Section

16 Section 2 Margin Before opening a Short Position, or placing an Order, you should make sure you understand how the cashflows and Margin Obligations associated with your Macquarie Prime Facility work especially in what circumstances you will need to pay us. You should consult with your stockbroker or financial adviser if you are uncertain as to how Margin or cashflows work. Failure to have sufficient Available Funds to cover your obligations may give rise to an Event of Default giving us certain rights including the right to Close-out your Short Positions or close your Macquarie Prime Facility. Your potential liability for payments is not limited to the balance in your Macquarie Prime Account, and we may ask you to pay amounts in excess of any balance to cover outstanding amounts. Please advise us promptly if you are in financial difficulty. 2.1 What is Margin? We take security from you to cover our financial exposure from your trading activity within your Macquarie Prime Facility (ie security for any potential obligations you may have to meet). For any Orders to open Short Positions, we will require Margin known as Short Margin 3. For any open Short Positions, we will also require Margin known as Re-Purchase Margin. That is: For Orders to open Short Positions: Short Margin For open Short Positions: Short Margin and Re-Purchase Margin This Margin comprises some or all of the cash blocked in your Macquarie Prime Account or held in your Blocked Funds account. It is not a cost as such, but will affect how you deal with the funds in your Macquarie Prime Account (see the Macquarie Prime Account PDS). Your rights to deal with monies to the credit of your Macquarie Prime Account are restricted to your Available Funds (and are also subject to our rights to call due amounts under your Loan Facility, if you have one). Available Funds are the funds that can be withdrawn from your Macquarie Prime Account or used to meet payment obligations under your Macquarie Prime Facility. Generally, if we hold any monies to the credit of your account as Margin, you will not be able to deal with that amount. Margin secures our position; not yours. If you would like to limit your risk of losing money, you should consider a GSL when placing an Order. 2.2 How much Margin do I need? Generally, the Margin for your Short Positions (whatever type) will fluctuate depending on market movements and Margin Rates. The amount of Margin we require you to hold at any time will be published on the Macquarie Trading Platform. We will notify you when you are in breach of your Margin Obligations via the Macquarie Trading Platform and, generally, an to your designated address. However, in some situations, we are able to close-out your Positions, including your Short Positions, or terminate your Stock Loan (which will result in your Short Position being Closed-out) to rectify your breach of a Margin Obligation prior to notifying you of the breach. As a result, it is critical for you to monitor your Positions and ensure you have sufficient Available Funds at all times to meet any changes in your Margin Obligations, including your Re-purchase Margin and Short Margin. Additionally, we can terminate your Stock Loan without prior notice if there is an Event of Default, which includes where you breach your Margin Obligations. The effect of this will be to Close-out your Short Positions. IMPORTANT The amount of Margin may change from time to time and even from minute to minute. It is not limited by the amount you hold in your Deposit Sub-Account at any time. So, you may be required to deposit funds into your Macquarie Prime Account at short, or even without, notice to meet your Margin Obligations. Accordingly, it is vital that you maintain a sufficient buffer of Available Funds at all times to meet any changes. It is your responsibility to monitor at all times the amounts of Available Funds and Margin for your Short Positions and Orders and make additional deposits to your Macquarie Prime Account where necessary. While the re-valuation of your Short Positions for Margin purposes will generally only occur at the end of each Business Day, they may occur more frequently, and calculations of Margin and designation of funds between Available Funds and Margin in your Macquarie Prime Account are made continuously during each Business Day Please note that simply because Macquarie blocks funds in this manner this should in no way be interpreted as indicating that Macquarie or the Trading Participant will accept your Order. Macquarie and the Trading Participant reserve the right to reject any Order in their sole discretion.

17 If, at any time, there are insufficient Available Funds in your Macquarie Prime Account to meet Margin Obligations after allowing for any re-valuation based on prevailing intra-day Reference Prices, one or more of the following may occur in respect of your Macquarie Prime Facility: your Orders may be cancelled - in some cases, without prior notice; open Short Positions may be Closed-out - in some cases, without prior notice; and your Macquarie Prime Facility may be closed - in some cases, without prior notice. Note that the Margin required for a Short Position or Order may be reduced by purchasing GSL protection over that Short Position or an Order to place such a GSL. Additionally, Macquarie has a general discretion to require you to re-deliver Shares you have borrowed from Macquarie at any time without prior notice, which will mean that your Short Position will be Closed-out. This can occur even if you are meeting your Margin Obligations and have not exceeded your Risk Limit. Please refer to Section 4 worked examples of the calculation and maintenance of Margin. 2.3 What are the Margin Rates? This PDS does not specify Margin Rates. This is because the Margin Rate applicable to each Share is determined by reference to a number of variable factors, including the liquidity and volatility of the Share. These rates may change for each Share and will be published by Macquarie from time to time on the Prime Website. Close-out rights are an important factor in how Macquarie calculates the Margin Rates that it offers to Investors. We will give you at least 3 days prior notice of any change to Margin Rates that arise from our reviews of Margin Rates. We may also change Margin Rates at other times and if those changes relate to Margin Rates that apply to your Positions, we will also give you 3 days prior notice. If the changes are to Margin Rates that do not apply to your Positions, we will send you a message in the Online Portal letting you know of the change. That message will be sent at least 3 days prior to when the changes come into effect and you will see that message the first time you access the portal after the message has been sent. However, the time of your receipt of that message will obviously depend on how often you access the Online Portal. Short Margin The formula for determining the Short Margin in respect of any Short Position or Order is set out in the definition of Short Margin in the Glossary in Section 11 of this PDS. The formula refers to the applicable Margin Rate. We may require less Short Margin than the amount indicated by the formula. All Short Margin for Orders are held in the Blocked Orders balance of your Macquarie Prime Account and all Short Margin for any open Short Positions are held in Blocked Funds balance of your Macquarie Prime Account (see the Macquarie Prime Account PDS for more information on these balances). You will be notified of the Short Margin required at the time of your Order for the Short Position and you should ensure that you have sufficient Available Funds in your Macquarie Prime Account to cover this Margin as well as any ongoing Margin Obligations (assuming your Order is accepted). Re-Purchase Margin All Re-Purchase Margin for any open Short Positions is held in the Deposit Sub Account Balance of your Macquarie Prime Account. Further information on the nature of Re-Purchase Margin and how it changes is set out in Sections 1.3 and 1.12 and in the Macquarie Prime Account PDS. 15

18 Section 3 Fees and Other Costs Before applying to borrow Shares from Macquarie and short sell them, or placing an Order for a Short Position, you should make sure you understand the fees and other costs of such an investment. You should consult with your financial adviser or ask Macquarie if you are uncertain as to how the level of fees and costs may affect you. Failure to have sufficient Available Funds to cover fees and other costs may give rise to an Event of Default giving us certain rights, including the right to Close-out your Short Position or close your Macquarie Prime Facility. Your potential liability for fees and other costs is not limited to the balance in your Macquarie Prime Facility and we may ask you to pay amounts in excess of any balance to cover outstanding amounts. Please advise us promptly if you are in financial difficulty. The fees and other costs stated below are subject to change. Current fees and other costs are published on the Prime Website. 3.1 Trading Fee You will be charged a Trading Fee each time you Open or Close-out a Short Position. Whenever you Open a Short Position (that is, sell Shares), the amount you will receive from us will be equal to the Value of the Shares less the applicable Trading Fee. When you Close-out a Short Position (that is, buy Shares), the amount you will pay to us will be equal to the Value of the Shares plus the Trading Fee. In other words, the Trading Fees form part of the amount you have to pay or receive in order to Open or Close-out a Short Position. Trading Fees apply whether Shares are bought or sold on your behalf by the Trading Participant or you buy Shares from, or sell Shares to, us as principal (for example when a GSL triggers). The Trading Fee will be calculated as: The Value of the Short Position at the time of payment (which is the Reference Price multiplied by the number of Shares to which the Short Position relates) multiplied by the Trading Fee Rate applicable at that time; subject to this amount being more than the minimum amount specified or agreed by Macquarie in accordance with the following: How can I place an Order? You can place an Order via the Trading Platform, telephone or, if you have an adviser, through your adviser. How do I find out my Trading Fee Rate and minimum Trading Fee? If you DO NOT have an adviser: As shown on the Prime Website at that time. If you HAVE an adviser: Contact Macquarie and your adviser. The Trading Fee Rate and the minimum amount specified by Macquarie may vary depending on what method you use to place your Order, eg by phone or via the Trading Platform and whether or not you have an adviser and if you have directed us to make payments to your adviser for the services they provide to you. What is the most I will pay as a Trading Fee? The Trading Fee Rate will not be greater than 2.00% (inclusive of any applicable GST). The minimum amount specified or agreed by Macquarie, which will not be greater than $200 (inclusive of any applicable GST). If you have a financial adviser you can direct us in writing to pay fees to your financial adviser for the services they provide to you, payable by you in addition to, but calculated by reference to and forming part of your Trading Fees, provided the rate and minimum amount cannot be more than the maximum levels listed in the table above. Accordingly, the rate and minimum amount of the Trading Fee you will pay may be changed in the future, either by Macquarie or by agreement with you if you direct us to pay service fees to your adviser. Please also note that the Trading Fee you pay may differ from the fee quoted on the Prime Website. Trading Fees (and any payments you direct us to pay to your adviser) are debited from your Macquarie Prime Account at the time your Order is accepted. You will generally be charged GST on Trading Fees. Please refer to Section 4 for worked examples of how the Trading Fee payments are calculated. 16

19 3.2 Stock Lending Charge Where you hold a Short Position, you will pay a Stock Lending Charge. This charge is derived from the Value of your Short Position and the Stock Lending Rate. The Stock Lending Rate for any given Share may fluctuate depending on market conditions, and may reflect the stock borrowing fees payable by Macquarie in hedging its exposure to that Short Position. The current Stock Lending Rate(s) will be available on the Prime Website. Where the Stock Lending Rate for a particular Share changes, Macquarie will use reasonable endeavours to inform any Investors with open Short Positions in that Share. If you have an adviser, you may direct us to pay them for the services they provide you.an additional amount that you nominate, calculated as a proportion of the Value of the Short Position at close of trading for that day can be added to the Stock Lending Rate. Stock Lending Charges are accrued daily and debited from your Macquarie Prime Account monthly in arrears. The daily Stock Lending Charge accrual for a particular Short Position is calculated as follows: SLC = V x SLR / 365 where: SLC = the daily Stock Lending Charge accrual; V = the Value of the Short Position at close of trading for that day; and SLR = the Stock Lending Rate on that day. TY = need Tax guidance. Please refer to Section 4 for a worked example of how Stock Lending Charges are calculated. 3.3 GSL Fee Investors who have Guaranteed Stop-Loss protection in relation to a Short Position will be charged a GSL Fee. The indicative GSL Fee will be calculated by Macquarie and communicated at the time the GSL Order is placed by the Investor and is subject to change.the GSL Fee is calculated and is payable when the GSL Order is accepted by Macquarie. This PDS does not specify the amount of any GSL Fee. This is because the amount of any GSL Fee is determined by reference to a number of variable factors as at the time of the GSL Order, including the market price of the Share, prevailing interest rates, our view on the expected volatility of that price and the length of the GSL Period. Variable Change in variable Effect on GSL Fee over Short Position GSL Percentage Share price volatility Length of GSL Period For the purposes of simplicity, GSL Percentage is taken to be an absolute value in the above table (that is, an indicator of how far the GSL Level is set from the current Reference Price). You will generally be charged GST on GSL Fees. Please refer to Section 4 for an example of the application of a GSL Fee. 3.4 Dividend Amounts If you hold a Short Position in Shares on the close of business on the day prior to the ex-dividend date in respect of an ordinary dividend, you must pay an amount equal to the cash dividend paid on those Shares ( Dividend Amount ) to us. This is because, when you enter into a Short Position, you borrow Shares from us in accordance with the Shorting Agreement, which requires you to pay any Dividend Amount to us while the Shares are borrowed. This amount will be debited from the Available Funds in your Macquarie Prime Account on the ex-dividend date. In certain circumstances, the Dividend Amount payable may include the cash value of the franking credits 4. If this does occur the maximum amount charged for the franking credits will be: ( ) FC = D x t 1 t where: FC = amount included in the Dividend Amount referable to franking credits on the dividend; D = the franked portion of the dividend as declared by the Listed Entity; and t = the corporate tax rate applicable at that time (currently 30%). Please refer to Condition 5.5 of the Shorting Agreement for more information relating to ordinary dividends. Please note that where an ex-date for a Special Dividend occurs with respect to the Shares that are the subject of a Short Position, this will constitute a Potential Adjustment Event, which may result in adjustments being made to your Short Position (see Section 1.10) and/or you being required to pay to us the amount of that Special Dividend. 4 Where you hold a Short Position, Macquarie will seek on a reasonable endeavours basis to borrow Shares offshore to hedge Macquarie s exposure to that Short Position. However, if Macquarie borrows the stock domestically and a dividend is paid on the Share, the relevant Dividend Amount debited from the Available Funds in the Investor s Prime Account may include the value of any related franking credit, as well as the value of the cash dividend. 17

20 3.5 Default interest If you fail to pay when due any amount payable under any of the Transaction Documents, you must pay interest on the amount, from and including the due date, to the date of actual payment (after, as well as before, judgment). All such interest due shall be calculated using the Default Interest Rate, and paid in arrears on each Business Day by Macquarie debiting the funds held in your Macquarie Prime Account. You must advise Macquarie promptly if you are in financial difficulty. For example, if you failed to pay a Stock Lending Charge to Macquarie of $10,000 and the Default Interest Rate was 13.00%, default interest of $ for each calendar day would be debited from your Macquarie Prime Account. 3.7 Goods and Services Tax ( GST ) Unless otherwise stated, fees and costs for supplies made by Macquarie that are expected to be subject to GST are stated inclusive of GST but do not take into account any applicable input tax credits or reduced input tax credits. The availability of input tax credits for Investors in respect of the acquisitions to which such fees relate will depend on each Investor s particular circumstances and it is recommended that you obtain your own independent taxation advice. 3.6 Adviser payments As discussed in Section 3.2 above, you may direct us to pay your adviser for the services they provide to you, calculated by reference to / as a proportion of: (a) the Stock Lending Charges; and (b) the Trading Fees; that you pay, and debited from your Deposit Sub Account together with those fees and charges. If we agree to your direction, we will deduct the applicable amounts you authorise from your Deposit Sub Account and pay the amount directly to your adviser. Any payments you direct us to pay to your adviser may be in addition to any other fees or expenses you may have agreed with your adviser for their services. Your adviser should give you details of their remuneration arrangements. You can terminate your direction to us to pay your adviser on your behalf by giving us 10 days prior written notice. Soft dollar benefits Macquarie or any member of the Macquarie Group may from time to time provide or receive non-monetary benefits, sometimes known as soft dollar benefits.these may be provided to (or received from), for example, financial advisers or brokers, provided they are in compliance with the legal requirements in place from time to time. These benefits may include, but are not restricted to, education and training, information technology software and support, or benefits that are under a prescribed amount. These benefits, when provided, will be paid by us or any member of the Macquarie Group out of their own resources $10,000 x 13% / 365 = $3.56