National Australia Bank : Issue of AUD195m Subordinated Notes Cleansing Notice

For personal use only

395 Bourke Street Melbourne VIC 3000 AUSTRALIA

www.nab.com.au

Thursday, 25 November 2021

NATIONAL AUSTRALIA BANK LIMITED

ISSUE OF A$195,000,000 3.71% SUBORDINATED NOTES DUE 2041

NOTICE UNDER SECTION 708A(12H)(e) CORPORATIONS ACT 2001 (CTH)

Pursuant to its US$100,000,000,000 global medium term note programme ("GMTN Programme"), National Australia Bank Limited ("Issuer") will today issue A$195,000,000 subordinated notes due 2041 ("Subordinated Notes").

The Subordinated Notes convert into fully paid ordinary shares of the Issuer (or, in certain circumstances, an Approved NOHC) where the Australian Prudential Regulation Authority ("APRA") determines this to be necessary on the grounds that the Issuer would otherwise become non-viable.

This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cth) ("Corporations Act") (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable fully paid ordinary shares in the Issuer ("Ordinary Shares") or an Approved NOHC which are issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure. This notice includes:

• in schedule 1, a description of the commercial particulars of the Subordinated Notes, extracted from the Final Terms for the Subordinated Notes dated 23 November 2021 ("Final Terms");
• in schedule 2, a description of the rights and liabilities attaching to the Subordinated Notes, extracted from the GMTN Programme Offering Circular dated 15 November 2021 ("Conditions"); and
• in schedule 3, a description of the rights and liabilities attaching to Ordinary Shares.

Words and expressions defined in the Final Terms or the Conditions have the same meanings in this cleansing notice unless the contrary intention appears.

The issue of Subordinated Notes by the Issuer will not have a material impact on the Issuer's financial position. If a Non-Viability Trigger Event occurs and the Issuer issues Ordinary Shares, the impact of Conversion on the Issuer would be to increase the Issuer's shareholders' equity. The number of Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number is 34,686.0909 Ordinary Shares per Subordinated Note (with a denomination of A$200,000), based on an Issue Date VWAP of A$28.83.

As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the Issuer to prepare and lodge with the Australian Securities & Investments Commission ("ASIC") both yearly and half yearly financial statements, to report on its operations during the relevant accounting periods, and to obtain audit or review reports from its auditor in respect of those accounting periods.

Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.

National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686

For personal use only

The Issuer must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of ASX making the information available to the Australian securities market. In this regard, the Issuer has an obligation under the Corporations Act and ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information concerning it of which it becomes aware, and which a reasonable person would expect to have a material effect on the price or value of its quoted securities.

The Issuer will provide a copy of any of the following documents free of charge to any person who requests a copy before the Subordinated Notes are issued:

• the Issuer's annual financial report for the year ended 30 September 2021;
• any continuous disclosure notices given by the Issuer in the period after the lodgement of the annual financial report of the Issuer for the year ended 30 September 2021 and before the date of this notice; and
• the Issuer's constitution.

All written requests for copies of the above documents should be addressed to:

Company Secretary

National Australia Bank Limited

Level 28

395 Bourke Street

Melbourne VIC 3000

These documents are also available at www.nabgroup.com.

This notice is not a prospectus or other disclosure document in relation to the Subordinated Notes, and does not constitute an offer or invitation for the Subordinated Notes or any Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale to persons in Australia in circumstances where disclosure is not required in accordance with Part 6D.2 of the Corporations Act and the sale is not to a retail client for the purposes of Chapter 7 of the Corporations Act.

This notice has been authorised for release by Louise Thomson, Group Company Secretary.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES.

The Subordinated Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Unless they are so registered, the Subordinated Notes may be offered, sold, pledged or otherwise transferred only in transactions that are exempt from, or not subject to registration under, the Securities Act or the securities laws of any other jurisdiction of the United States. Accordingly, the Subordinated Notes may be offered only (i) within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. This notice does not constitute an offer or invitation to any U.S. persons.

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Schedule 1 - Description of the commercial particulars of the Subordinated Notes

This description is extracted from the Final Terms.

For personal use

1. Issuer:
2. (a) Series Number:
3. 1. Tranche Number:
   2. Date on which the Notes will be consolidated and form a single Series:
4. Specified Currency or Currencies:
5. Aggregate Nominal Amount:
6. 1. Series:
   2. Tranche:
7. Issue Price:
8. (a) Specified Denominations:
9. 1. Calculation Amount (in relation to calculation of interest for Notes in global form see Conditions):
10. (a) Issue Date:
11. 1. Interest Commencement Date:
12. Maturity Date:
13. Interest Basis:
14. Redemption/Payment Basis:

National Australia Bank Limited (ABN 12 004 044 937)

1201

1

Not Applicable

Australian Dollars (AUD)

AUD 195,000,000

AUD 195,000,000

100 per cent. of the Aggregate Nominal Amount

AUD 200,000 and integral multiples of AUD 2,000 in excess thereof up to and including AUD 398,000 (subject to Condition 10A.2A). No Notes in definitive form will be issued with a denomination above AUD 398,000

AUD 2,000 (subject to Condition 10A.2A)

25 November 2021

Issue Date

25 November 2041

3.71 per cent. per annum Fixed Rate (further particulars specified below)

Redemption at par (subject to Condition 10A.2A)

For personal use only

11.	Change of Interest Basis or	Not Applicable
	Redemption/Payment Basis:
12.	U.S. Dollar Equivalent:	Not Applicable
13.	Put/Call Options:	Regulatory Event Call
			(further particulars specified below)
14.	(a)	Status of the Notes:	Subordinated
			(see further particulars in Paragraph 15 below)
	(b)	Date of Board approval for	The issue of the Notes has been duly authorised by a
		issuance of Notes obtained:	resolution of the Board of Directors of the Issuer
			dated 5-6 October 2021 and a resolution of delegates
			of the Board of Directors of the Issuer dated 17
			November 2021
PROVISIONS RELATING TO SUBORDINATED NOTES
15.	(a)	Subordinated Notes:	Applicable

1. Further provisions relating Applicable to Subordinated Notes:

(A)	Write-Off:	Not Applicable
(B)	Conversion:	Applicable
	(i)	CD:	1%
	(ii)	VWAP Period:	As specified in the Schedule to the Conditions
	(iii)	Issue Date	As specified in the Schedule to the Conditions
		VWAP:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.	Fixed Rate Note Provisions:	Applicable
	(a)	Rate(s) of Interest:	3.71 per cent. per annum payable annually in arrear
			on each Interest Payment Date
	(b)	Interest Payment Date(s):	25 November in each year, commencing on 25
			November 2022, up to (and including) the Maturity
			Date
	(c)	Fixed Coupon Amount(s)	AUD 74.20 per Calculation Amount (subject to
		for Notes in definitive form	Condition 10A.2A)
		(and in relation to Notes in

global form, see Conditions):

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For personal use only

	(d)	Broken Amount(s) for	Not Applicable
		Notes in definitive form
		(and in relation to Notes in
		global form, see
		Conditions):
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Business Day Convention:	Following Business Day Convention
		(i)	Adjusted:	Not Applicable
		(ii)	Non-Adjusted:	Applicable
	(g)	Additional Business	Not Applicable
		Centre(s):
	(h)	Determination Date(s):	25 November in each year
	(i)	Other terms relating to the	None
		method of calculating
		interest for Fixed Rate
		Notes which are Exempt
		Notes:
17.	Floating Rate Note Provisions:	Not Applicable
18.	Zero Coupon Note Provisions:	Not Applicable
19.	Index Linked Interest Note	Not Applicable
	Provisions:
20.	Dual Currency Interest Note	Not Applicable
	Provisions:
PROVISIONS RELATING TO REDEMPTION
21.	Notice periods for Condition 7.2:	Minimum period: 30 days
				Maximum period: 60 days
22.	Issuer Call:		Not Applicable
23.	Regulatory Event Call in respect of	Applicable
	Subordinated Notes:
(a)	Notice periods:		Minimum period: 30 days
				Maximum period: 60 days
24.	Investor Put:		Not Applicable
25.	Final Redemption Amount:	AUD 2,000 per Calculation Amount (subject to
				Condition 10A.2A)
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