NAB Capital Notes 2

NAB Capital Notes 2 are convertible notes directly issued by NAB on 7 July 2016 and listed on the ASX under the code NABPD. The issue price for NAB Capital Notes 2 is $100 per NAB Capital Note 2. They're not guaranteed or secured and are not a deposit account or any other account of NAB.

NAB Capital Notes 2 are expected to pay a discretionary, quarterly, floating rate, non-cumulative Distribution1. The Distribution Rate is equal to the sum of the Bank Bill Rate and a Margin of 4.95%, a sum adjusted for NAB’s Tax Rate2 to reflect franking credits attached to each Distribution (subject to availability)3. Distributions are expected to be fully franked.

NAB Capital Notes 2 will mandatorily convert into NAB Ordinary Shares on 8 July 2024, provided certain conditions are met. With the written prior approval of APRA, NAB may elect to convert, redeem or resell NAB Capital Notes 2 on 7 July 2022, or on the occurrence of particular events, provided certain conditions are met.

Holders will have no right to require NAB to convert NAB Capital Notes 2 into Ordinary Shares, or to redeem or resell NAB Capital Notes 2. Without a conversion, redemption or resale, holders would have to sell their NAB Capital Notes 2 on the ASX at the prevailing market price.

For more information on NAB Capital Notes 2 refer to:

The above information is not financial advice. Please consult your independent financial adviser if you're thinking about investing in NAB Capital Notes 2.

NAB Capital Notes 2 do not constitute deposit liabilities of NAB, are not protected accounts for the purposes of the Banking Act 1959 (Cth) or any other accounts. They're not guaranteed or insured by any government, government agency or compensation scheme of the Commonwealth of Australia or any other jurisdiction, by any member of the NAB Group or by any other party.

FREQUENTLY ASKED QUESTIONS

Important information

1 Capital terms have the same meaning as in the Prospectus.

2 NAB's Tax Rate means the Australian corporate tax rate applicable to the franking account of NAB on the relevant Distribution Payment Date (currently 30%).

3 A Distribution will only be paid if the Directors resolve to pay it and a Payment Condition does not exist on the Distribution Payment Date.

NAB Capital Notes 2 have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or the securities laws of any state or other jurisdiction of the United States. They may not be offered, sold or resold in the United States or to, or for the account or benefit of, any 'U.S. Person' (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements.

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