About NAB Capital Notes 3

NAB Capital Notes 3 are convertible notes directly issued by NAB on 20 March 2019 and listed on the ASX under the code NABPF. The face value and issue price for NAB Capital Notes 3 is $100 per NAB Capital Note 3. They are not guaranteed or secured and are not a deposit account or any other account of NAB.

NAB Capital Notes 3 are expected to pay a discretionary, quarterly, floating rate, non-cumulative Distribution. The Distribution Rate is equal to the sum of the Bank Bill Rate and a Margin of 4.00%, a sum adjusted for NAB’s Tax Rate to reflect franking credits attached to each Distribution (subject to availability). Distributions are expected to be franked at the same rate as dividends paid on NAB’s Ordinary Shares. However, franking is not guaranteed. The extent to which Distributions will be franked will depend on a number of factors, including the Group’s capital management plan and the level of profits generated by the Group that will be subject to tax in Australia.

NAB Capital Notes 3 will mandatorily convert into NAB Ordinary Shares on 19 June 2028, provided certain conditions are met. With the written prior approval of APRA, NAB may elect to Convert, Redeem or Resell NAB Capital Notes 3 on 17 June 2026, 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 3 into Ordinary Shares, or to Redeem or Resell NAB Capital Notes 3. Without a Conversion, Redemption or Resale, Holders would have to sell their NAB Capital Notes 3 on the ASX at the prevailing market price.

For more information on the NABPF please refer to:

Important information

NAB Capital Notes 3 are not deposit liabilities of NAB, are not Protected Accounts for the purposes of the Banking Act 1959 (Cth) or any other accounts with NAB and are not insured or guaranteed by any government, government agency or compensation scheme of the Commonwealth of Australia or any other jurisdiction, by any member of the Group or by any other party.

NAB Capital Notes 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.