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  • Issuer National Australia Bank Limited ABN 12 004 044 937

    Arranger National Australia Bank Limited

    Joint Lead Managers National Australia Bank Limited Commonwealth Bank of Australia Morgans Westpac Institutional Bank

    Co-Managers JBWere Limited Macquarie Equities Limited

    Prospectus for the issue of NAB Subordinated Notes 2 to raise $800 million, with the ability to raise more or less. This investment is riskier than a bank deposit. The NAB Subordinated Notes 2 are not call deposits or term deposits with NAB and may not be suitable for all investors.

    You should carefully consider the risks and other information in this Prospectus in light of your investment objectives, financial situation and particular needs (including financial and taxation issues).

    If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in NAB Subordinated Notes 2.

    PROSPECTUS NAB SUBORDINATED NOTES 2

  • 2 NAB Subordinated Notes 2

    IMPORTANT NOTICES

    About this Prospectus This Prospectus relates to the offer by National Australia Bank Limited ABN 12 004 044 937 of NAB Subordinated Notes 2 to raise $800 million, with the ability to raise more or less.

    This Prospectus is dated 16 February 2017 and a copy of this Prospectus was lodged with ASIC on that date. This is a replacement prospectus, which replaces the prospectus dated 8 February 2017 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 Subordinated Notes 2 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.

    Offer The Offer comprises the Reinvestment Offer, the Securityholder Offer, the Broker Firm Offer and the Institutional Offer. The Reinvestment Offer provides eligible holders of NAB Subordinated Notes issued by NAB on 18 June 2012 (“NSN”) with the opportunity to reinvest their NSN funds into NAB Subordinated Notes 2 and maintain an ongoing investment in NAB.

    Exposure Period Under the Corporations Act, NAB was prohibited from processing Applications in the seven day period after 8 February 2017, 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 during the Exposure Period. No preference will be conferred on Applications received during the Exposure Period.

    NAB Subordinated Notes 2 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. This investment is riskier than a bank deposit. NAB Subordinated Notes 2 are complex and may not be suitable for all investors. NAB Subordinated Notes 2 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 Subordinated Notes 2 are subject to risks which could affect their performance, including interest rate risk and market price fluctuation. These risks could result in the loss of your investment and any associated income. NAB does not warrant or guarantee the future performance of NAB or the investment performance of NAB Subordinated Notes 2 (including the market price).

    NAB must immediately Convert all or, in some cases, some NAB Subordinated Notes 2 into Ordinary Shares if a Non-Viability Trigger Event occurs. A Non-Viability Trigger Event may occur where NAB encounters severe financial difficulty. In the event of a Conversion following a Non-Viability Trigger Event, depending on the market price of Ordinary Shares at the relevant time, Holders may lose a significant amount of the money they invested in NAB Subordinated Notes 2 as a consequence. Following Conversion there is no certainty as to the future value of the Ordinary Shares. If NAB Subordinated Notes 2 are not Converted at that time they will be Written-Off and you will lose your money. A Conversion or Write-

    Off following a Non-Viability Trigger Event is unconditional and you will not be given any choice if a Non-Viability Trigger Event occurs.

    Information about the key risks of investing in NAB Subordinated Notes 2 is detailed in Section 1.2 “Key Risks of NAB Subordinated Notes 2” and in Section 7 “Key Risks of NAB Subordinated Notes 2”.

    ASX quotation NAB has applied for NAB Subordinated Notes 2 to be quoted on ASX.

    Financial information and forward–looking statements Section 6 sets out financial information in relation to NAB. The basis of preparation of that information is set out in Section 6. 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”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “anticipate”, “likely”, “will”, “should” 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 7, 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.

  • NAB Subordinated Notes 2 3

    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 Subordinated Notes 2 and consider the risks that could affect the performance of NAB Subordinated Notes 2.

    If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in NAB Subordinated Notes 2.

    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 of NAB Subordinated Notes 2”.

    If there is any inconsistency between the description of the terms of NAB Subordinated Notes 2 in this Prospectus and in the Terms, the Terms prevail.

    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), during the Offer Period. This Prospectus and an Application Form can also be obtained electronically from www.nab.com.au/nsn2offer.

    Electronic access to the Prospectus The 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.

    Questions about the Offer If you have any questions