NAB Convertible Preference Shares II

NAB CPS II are fully paid preference shares that were issued directly by NAB on 17 December 2013 and listed on the ASX under the code NABPB. The issue price for NAB CPS II was $100 per NAB CPS II. Note they are not guaranteed or secured and are not a deposit account or any other account with NAB.

NAB CPS II are expected to pay a discretionary, quarterly, floating rate, non-cumulative dividend. The dividend rate is equal to the sum of the Bank Bill Rate and a margin of 3.25%. This is adjusted for NAB’s Tax Rate1 to reflect franking credits attached to each dividend (subject to availability)2. Dividends are expected to be fully franked.

NAB CPS II will mandatorily convert into NAB Ordinary Shares on 19 December 2022, provided certain conditions are met. With the prior written approval of APRA, NAB may elect to convert, redeem or resell NAB CPS II on 17 December 2020, or on the occurrence of particular events, provided certain conditions are met.

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

For more information on NAB CPS II please refer to:

Important information

1 Tax Rate means the Australian corporate tax rate applicable to the franking account of NAB on the relevant dividend payment date, currently 30%.

2 A dividend will only be paid if the directors resolve to pay it and a payment condition does not exist on the dividend payment date.

Note: the above information is not financial advice. Please consult your independent financial adviser if you are considering investing in NAB CPS II.

NAB CPS II do not constitute deposit liabilities of NAB. They're 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.

NAB CPS II 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.

©2013 National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 23068.

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