nab cps replacement prospectus

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NAB CPS Replacement Prospetus

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Prospectus NAB Convertible Preference Shares (NABCPS)

Prospectus for the issue of NAB Convertible Preference Shares (NABCPS) to raise $1.4 billion with the ability to raise more or less. Issuer National Australia Bank Limited ABN 12 004 044 937 Arranger & Joint Lead Manager National Australia Bank Limited Joint Lead Managers Commonwealth Bank of Australia Deutsche Bank Evans & Partners J.P. Morgan RBS Morgans UBS Co-Managers JBWere Bell Potter Morgan Stanley Wealth Mgt Ord Minnett

Important notices

About this ProspectusThis Prospectus relates to the offer by National Australia Bank Limited ABN 12 004 044 937 of NABCPS to raise $1.4 billion, with the ability to raise more or less. This Prospectus is dated 21 February 2013 and a copy of this Prospectus was lodged with ASIC on that date pursuant to Section 713(1) of the Corporations Act. This is a replacement prospectus which replaces the prospectus dated 13 February 2013 and lodged with ASIC on that date (Original Prospectus). This Prospectus expires on the date which is 13 months after the date of the Original Prospectus and no NABCPS will be issued on the basis ofthis Prospectus after that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the Offer.

Key risksInvestment products such as NABCPS are subject to risks which could affect their performance, including dividend rate risk and market price fluctuation. NAB does not warrant or guarantee the future performance of NAB or the investment performance of NABCPS (including the market price). Information about the key risks of investing in NABCPS is detailed in Section 1.2 Key Risks of NABCPS and in Section 6 Key Risks of NABCPS.

No representations other than in this ProspectusNo person is authorised to provide any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus must not be relied upon ashaving been authorised by NAB. None of the Joint Lead Managers, Co-Managers or the Registrar has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based. Each of those parties expressly disclaims all liability in respect of, makes no representations regarding, and takes no responsibility for, any statements in, or omissions from, this Prospectus. Unless otherwise indicated, all information in this Prospectus, while subject to change from time to time, is current as at the date of this Prospectus.

ASX quotationNAB has applied for NABCPS to be quoted on ASX.

Financial information and forward looking statementsSection 5 sets out financial information in relation to NAB. The basis of preparation of that information is set out in Section 5. All financial amounts contained in this Prospectus are expressed in Australian dollars and rounded to the nearest million unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. This Prospectus contains forwardlooking statements which are identified by words such as may, could, believes, estimates, expects, intends and other similar words that involve risks and uncertainties. Any forward-looking statements are subject to various risk factors that could cause actual circumstances or outcomes to differ materially from the circumstances or outcomes expressed, implied or anticipated in these statements. Forward-looking statements should be read in conjunction with the risk factors as set out in Section 6, and other information in this Prospectus.

Exposure PeriodUnder the Corporations Act, NAB was prohibited from processing Applications in the seven day period after 13 February 2013, being the date on which the Original Prospectus was lodged with ASIC. This period is referred to as the Exposure Period. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants before the raising of funds. Applications received during the Exposure Period were not processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period. NABCPS 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 Group or by any other party. NABCPS are issued by NAB under the Terms and Holders have no claim on NAB except as provided in those Terms.

This Prospectus does not provide financial product or investment advice You should seek your own professional investment adviceThe information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read this Prospectus in full before deciding to invest in NABCPS and consider the risks that could affect the performance of NABCPS. If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in NABCPS.

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NAB Convertible Preference Shares

Defined words and expressionsSome words and expressions used in this Prospectus have defined meanings. These words and expressions are capitalised and are defined in Appendix B Glossary or if not there, in Appendix A Terms. A reference to $ or cents in this Prospectus is a reference to Australian currency. Unless otherwise specified, a reference to time in this Prospectus is a reference to Melbourne, Victoria, Australia time.

Questions about the OfferIf you have any questions about NABCPS or the Offer, you should seek advice from your financial adviser or other professional adviser. You can also call the NAB Information Line on 1300 367 647 (within Australia) or on +61 3 9415 4299 (International) (Monday to Friday 8.00am 7.30pm AEDT) (with an Interactive Voice Response Facility also available 24 hours a day, 7 days a week) during the Offer Period, and for a week following.

Collecting your personal informationIf you apply for NABCPS, NAB (or the Registrar as NABs agent) will collect and hold your personal information. See Section 9.8 Personal information on how NAB (as well as its subsidiaries and third party suppliers) collect, use and disclose your personal information.

DiagramsThe diagrams used in this Prospectus are illustrative only. They may not necessarily be shown to scale. The diagrams are based on information which is current as at the date shown.

Restrictions on foreign jurisdictionsThis Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. In particular, NABCPS have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold in the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S under the Securities Act) except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. Neither this Prospectus nor any Application Form or other materials relating to the Offer may be distributed in the United States.

Obtaining a Prospectus and Application FormPaper copies of this Prospectus and an Application Form can be obtained free of charge during the Offer Period by calling the NAB Information Line on 1300 367 647 (within Australia) or on +61 3 9415 4299 (International) (Monday to Friday 8.00am 7.30pm AEDT), during the Offer Period. This Prospectus and an Application Form can also be obtained electronically from www.nabcps.com.au

Electronic access toProspectusThe following conditions apply if this Prospectus is accessed electronically: You must download the entire Prospectus; Your Application will only be considered where you have applied on an Application Form that was attached to or accompanied by a copy of the Prospectus; and The Prospectus is available electronically to you only if you are accessing and downloading or printing the electronic copy of the Prospectus in Australia.

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Key dates*

Announcement of the Offer Lodgement of Original Prospectus with ASIC Record Date for Securityholder Offer Bookbuild and announcement of Margin Lodgement of this Prospectus with ASIC Offer Opens Securityholder and General Offers Close Broker Firm and Institutional Offers Close Issue of NABCPS Commencement of deferred settlement trading Despatch of Holding Statements Commencement of trading on normal settlement basis

13 February 2013 13 February 2013 1 February 2013 20 February 2013 21 February 2013 21 February 2013 5pm (AEDT), 14 March 2013 10am (AEDT), 19 March 2013 20 March 2013 21 March 2013 21-25 March 2013 26 March 2013

First Dividend Payment Date Optional Conversion / Redemption / Resale Date1 Mandatory Conversion Date2

20 June 2013 20 March 2019 22 March 2021

1 W ith APRAs prior written approval, NAB may elect to