NAB Capital Notes 6 are convertible notes issued by NAB on 7 July 2022 and listed on the ASX under the code NABPI. The face value and issue price for NAB Capital Notes 6 is $100 per NAB Capital Note 6. NAB Capital Notes 6 are not deposit liabilities of NAB, are not Protected Accounts1 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 NAB Group or by any other party.

NAB Capital Notes 6 are scheduled to pay discretionary, quarterly, floating rate, non-cumulative Distributions. The Distribution Rate is calculated by adding the Margin of 3.15% to the Bank Bill Rate and adjusting for NAB’s Tax Rate2 to reflect franking credits attached to each Distribution (subject to availability)3. Distributions are expected to be franked at the same rate as dividends paid on NAB’s Ordinary Shares. However, franking is not guaranteed and Holders’ ability to use franking credits will depend on their individual circumstances and applicable Australian tax laws. The extent to which Distributions will be franked will depend on a number of factors, including the Group’s capital management activities and the level of profits generated by the Group that will be subject to tax in Australia.

NAB Capital Notes 6 will mandatorily convert into NAB Ordinary Shares on 17 September 2032, provided certain conditions are met. With APRA’s prior written approval, NAB may elect to Convert, Redeem or Resell NAB Capital Notes 6 on 17 December 2029, 17 March 2030, 17 June 2030, 17 September 2030 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 6 into Ordinary Shares, or to Redeem or Resell NAB Capital Notes 6. Without a Conversion, Redemption or Resale, Holders would have to sell their NAB Capital Notes 6 on the ASX at the prevailing market price in order to realise their investment in NAB Capital Notes 6.

A general outline of the taxation implications for certain Holders who are Australian residents for tax purposes can be found in the ATO Class Ruling and the Prospectus (see links below). The taxation implications will depend on your individual circumstances and you should seek your own professional tax advice regarding the taxation consequences in your particular circumstances.

For more information on the NABPI please refer to:

To obtain a copy of the historical Target Market Determination for NAB Capital Notes 6, please refer to Target Market Determinations for further details.

The above information is not financial advice. Please consult your independent financial adviser if you have any questions about NAB Capital Notes 6.

Important information

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

NAB Capital Notes 6 have not been, and will not be, registered under the U.S. 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) unless the NAB Capital Notes 6 are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available.

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