Macquarie Bank Limited (ASX:MBL) has issued a formal Resale Notice on 12 November 2026 in respect of its A$641,027,000 Macquarie Bank Capital Notes 2 (ASX:MBLPC), with Citigroup Global Markets Australia Pty Limited appointed as the Nominated Party to acquire all BCN2 on a Resale Date of 21 December 2026.

Key Points

  • Macquarie Bank has elected to resell all BCN2, originally issued on 2 June 2020, with a Resale Date of 21 December 2026.
  • Citigroup Global Markets Australia Pty Limited (ACN 003 114 832) has been appointed as the Nominated Party, which is not a Related Entity of the Issuer.
  • The purchase price per BCN2 will equal the Issue Price of that BCN2, described as the Resale Price.
  • The last date for trading in BCN2 is 2 December 2026, with no transfers to be registered after 4 December 2026.
  • Following completion of the Resale, the Issuer intends that BCN2 acquired by the Nominated Party will be Exchanged for MGL Ordinary Shares, subject to the Terms.

Resale Notice Terms and Nominated Party Appointment

The Resale Notice was issued by Macquarie Bank Limited in accordance with clause 8.1 of the terms and conditions of the BCN2 and is stated to be irrevocable, subject to those Terms. Citigroup Global Markets Australia Pty Limited has executed a Deed of Undertaking dated 12 November 2026 for the benefit of each BCN2 holder, undertaking to acquire each BCN2 from holders at the Resale Price. Under clause 10.2 of the Terms, each holder has appointed Macquarie Bank as attorney to sign any instrument of transfer necessary to give effect to the Resale. The filing was authorised for release by Frank Kwok, Chief Financial Officer.

Conditions, Trading Halt and Transfer Deadlines

Completion of the Resale is subject to conditions set out in the Terms. The Resale Notice specifies that Resale may not occur if a Common Equity Tier 1 Trigger Event or a Non-Viability Event occurs, if the Nominated Party does not pay the Resale Price in full on the Resale Date, or if the BCN2 cannot be transferred for any reason. If Resale does not occur — except where a trigger event arises — holders will continue to hold BCN2 in accordance with the Terms. Trading in BCN2 ceases on 2 December 2026, with no transfers registered after 4 December 2026.

Payment of Resale Price and Post-Resale Exchange or Redemption

The Distribution in respect of BCN2 scheduled for 21 December 2026 — referred to as the Resale Date Distribution — will be paid by the Issuer subject to and in accordance with the Terms. Payment of the aggregate Resale Price will be made by or on behalf of the Nominated Party to holders in exchange for the transfer of BCN2. Following completion of the Resale, the Issuer has stated its intention for BCN2 acquired by the Nominated Party to be Exchanged for MGL Ordinary Shares. The Issuer may also, with the Nominated Party's agreement and subject to APRA's prior written approval, elect to Redeem some or all of the BCN2 held by the Nominated Party instead of causing an Exchange.