About NAB Capital Notes 7

NAB Capital Notes 7 are convertible notes issued by NAB on 14 September 2023 and listed on the ASX under the code NABPJ. The face value and issue price for NAB Capital Notes 7 is $100 per NAB Capital Note 7. NAB Capital Notes 7 are not deposit liabilities of NAB, are not Protected Accounts 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 7 are scheduled to pay discretionary, quarterly, floating rate, non-cumulative Distributions. 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. The Distribution Rate is a floating rate calculated by adding the Margin of 2.80% to the Bank Bill Rate and adjusting for NAB’s Tax Rate. 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 7 will mandatorily convert into NAB Ordinary Shares on 17 June 2033, provided certain conditions are met (which may never occur). With APRA’s prior written approval, NAB may elect to Convert, Redeem or Resell NAB Capital Notes 7 on 17 September 2030, 17 December 2030, 17 March 2031, 17 June 2031 or on the occurrence of certain events (related to tax, regulation and takeovers), provided certain conditions are met.

Holders will have no right to require NAB to Convert NAB Capital Notes 7 into Ordinary Shares, or to Redeem or Resell NAB Capital Notes 7. Without a Conversion, Redemption or Resale, Holders would have to sell their NAB Capital Notes 7 on the ASX at the prevailing market price in order to realise their investment in NAB Capital Notes 7.

NAB must immediately Convert all or, in some cases, some NAB Capital Notes 7 into Ordinary Shares if a Loss Absorption Event occurs. A Loss Absorption Event may occur where NAB encounters severe financial difficulty. Depending on the market price of Ordinary Shares at the relevant time, Holders are likely to receive Ordinary Shares that are worth significantly less than the money they invested in NAB Capital Notes 7. Following Conversion, there is no certainty as to the future value of the Ordinary Shares. If NAB Capital Notes 7 are not Converted at that time they will be Written Off and Holders will lose all the money that they invested in NAB Capital Notes 7. A Conversion or Write Off following a Loss Absorption Event is not subject to any conditions and Holders will not be given any choice if a Loss Absorption Event occurs.

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 NABPJ please refer to:

To obtain a copy of the historical Target Market Determination for NAB Capital Notes 7, please refer to Target Market Determinations for further details.

No financial advice

The above information is not financial advice. Please consult your independent financial adviser if you have any questions about NAB Capital Notes 7.

Shareholder Centre

Important information

NAB Capital Notes 7 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 and may not be offered, sold or resold, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither the Prospectus nor any Application or other materials relating to the Offer may be distributed in the United States or to any U.S. Persons.