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  •     Prospectus NAB Convertible Preference Shares (NAB CPS)

    Prospectus for the issue of   NAB Convertible Preference Shares (NAB CPS) 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

        Prospectus NAB Convertible Preference Shares (NAB CPS)

    Prospectus for the issue of   NAB Convertible Preference Shares (NAB CPS) 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

  • 2

    Important notices

    About this Prospectus This Prospectus relates to the offer by National Australia Bank Limited ABN 12 004 044 937 of NAB CPS 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 NAB CPS will be issued on the basis of this Prospectus after that date.

    Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the Offer.

    Exposure Period Under 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.

    NAB CPS 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.

    NAB CPS are issued by NAB under the Terms and Holders have no claim on NAB except as provided in those Terms.

    Key risks Investment products such as NAB CPS 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 NAB CPS (including the market price).

    Information about the key risks of investing in NAB CPS is detailed in Section 1.2 “Key Risks of NAB CPS” and in Section 6 “Key Risks of NAB CPS”.

    ASX quotation NAB has applied for NAB CPS to be quoted on ASX.

    Financial information and forward looking statements Section 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 forward- looking 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.

    No representations other than in this Prospectus No 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 as having 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.

    This Prospectus does not provide financial product or investment advice – You should seek your own professional investment advice The 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 NAB CPS and consider the risks that could affect the performance of NAB CPS.

    If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in NAB CPS.

  • 3

    NAB Convertible Preference Shares

    Questions about the Offer If you have any questions about NAB CPS 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.

    Restrictions on foreign jurisdictions This 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, NAB CPS 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.

    Collecting your personal information If you apply for NAB CPS, NAB (or the Registrar as NAB’s 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.

    Defined words and expressions Some 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.

    Diagrams The 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.

    Obtaining a Prospectus and Application Form Paper 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 to Prospectus The following conditions apply if this Prospectus is accessed electronically:

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