Date*: National Australia Bank Limited (the Issuer ) Issue of AUD 325,000,000 4 per cent. Fixed Rate Notes due May 2018

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1 Date*: National Australia Bank Limited (the Issuer ) Issue of AUD 325,000,000 4 per cent. Fixed Rate Notes due May 2018 Important Risk Warning: This is an investment product. The investment decision is yours but you should not invest in this product unless the intermediary who sells it to you has explained to you that the product is suitable for you having regard to your financial situation, investment experience and investment objectives. The Notes are NOT equivalent to a time deposit. Issuer s risk - The Notes are subject to both the actual and perceived measures of credit worthiness of the Issuer. There is no assurance of protection against a default by the Issuer in respect of the repayment obligations. In the worst case scenario, you might not be able to recover the principal and any coupon if the Issuer defaults on the Notes. Additional risks are disclosed in the section of Risk Factors below and in the relevant offering documentation of the Notes. Please refer to it for details. WARNING The contents of this Term Sheet have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. IMPORTANT If you are in doubt as to any aspect of this offer, you should consult a licensed securities dealer, bank manager, solicitor, certified public accountant or other professional adviser. No offer or sale will be made in Hong Kong, by means of any document, of any Notes in respect of which the minimum principal amount to be subscribed or purchased is less than HK$500,000 or its equivalent in another currency. Further, no person shall issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong). Unless otherwise specified in this Term Sheet, any capitalised terms used but not defined in this Term Sheet shall have their meanings as set out in the offering documentation of the Notes. * If you receive this Term Sheet via , the date of the Term Sheet is the date as 1

2 stated on the to which it is attached. If you receive this Term Sheet via fax, the date of the Term Sheet is the date as stated on the document header or on the cover letter which accompanies the Term Sheet. If you are viewing this Term Sheet over the internet, the date of the Term Sheet is the date as stated on the webpage to which it is shown. 2

3 Issuer Guarantor Term Sheet National Australia Bank Limited N/A Series No: N/A Tranche No: N/A Type Fixed Rate Senior Unsecured Notes Rating (A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or Guarantor s rating: N/A withdrawal at any time by the assigning rating agency. Please contact HSBC staff if you wish to obtain (if any) updated ratings information prior to making your investment.) Issue Date 23 May 2013 Maturity Date^ 23 May 2018 Coupon 4 per cent. per annum Coupon frequency Semi-Annual Redemption for Tax Reasons ISIN Code: AU3CB Issuer s rating: Aa2 (Moody s) / AA- (S&P), as at 3 October 2013 The Notes rating: Aa3 (Moody s) / AA- (S&P), as at 22 June 2017 (Source: Bloomberg) The Issuer may redeem all (but not some) of the MTNs of a Series in whole before their Maturity Date for an amount equal to the Redemption Amounts for the MTNs and any interest accrued on it to (but excluding) the redemption date if the Issuer is required under Condition 16.2 ( Withholding tax ) of the offering documentation to increase the amount of a payment in respect of an MTN. For further details, please refer to Part 4 (Redemption, purchase and options) of the offering documentation. Status of the Notes Offering Documentation@ Currency & Amount of the issue The Unsubordinated MTNs constitute direct, unconditional and (subject to Condition 6 ( Negative pledge ) of the offering documentation) unsecured obligations of the Issuer, ranking equally among themselves and at least equally with all other unsecured and unsubordinated obligations of the Issuer, except for liabilities mandatorily preferred by law. The Unsubordinated MTNs rank senior to the Issuer s subordinated obligations, including all Subordinated MTNs. The Offering Circular dated 23 August 2011 (the Offering Circular ) Australian Dollars ( AUD ) 325,000,000 3

4 Interest Commencement Date 23 May 2013 AUD 100,000 and integral multiples of AUD 10,000 in Denomination excess thereof Minimum Investment Amount Per investor: AUD 100,000 Redemption at maturity At par (100%) 23 May and 23 November in each year Interest Payment Date(s)^ commencing on 23 November 2013 up to and including the Maturity Date Business Day Convention If any Interest Payment Date would otherwise fall on a (applicable to Interest day which is not a Business Day, such Interest Payment Date Payment Date and Maturity shall be postponed to the next day which is a Business Day Date) Day Count Fraction RBA Bond Basis Business Days Sydney / Melbourne Listing and Pricing# Not Listed (Please contact HSBC staff for (if any) updated pricing information prior to making your investment.) Use of Proceeds The net proceeds realised from the issue of Notes will be used to augment the capital base of the Issuer and for the Issuer s general corporate purposes. Paying Agent & Registrar Paying Agent National Australia Bank Limited Trustee Clearing Law Description of the Issuer (from page 101 of the Offering Circular) Registrar Austraclear Services Limited ABN ( Austraclear ) N/A The Issuer may apply to Austraclear for approval for the Notes to be traded on the settlement system operated by Austraclear ( Austraclear System ). Such approval of the Notes by Austraclear is not a recommendation or endorsement by Austraclear of the Notes. Notes may also be traded on the settlement system operated by Euroclear Bank S.A./N.A. ( Euroclear System ), the settlement system operated by Clearstream, Luxembourg société anonyme ( Clearstream System ) and/or any other clearing system outside Australia specified in the relevant Pricing Supplement (each an Offshore Clearing System and together with the Austraclear System, each a Clearing System ). Laws of Victoria, Australia The Issuer, together with its subsidiaries ( Group ), is an international financial services group that provides a comprehensive and integrated range of financial products and services. 4

5 The Issuer traces its history back to the establishment of The National Bank of Australasia in The Issuer is a public limited company, incorporated on June 23, 1893 in Australia, which is the Issuer s main domicile. The Issuer operates under the requirements of the Banking Act 1959 of Australia and the Corporations Act 2001 of Australia. More detailed information and financial statements, including the notes thereto, are contained in the most recently published Issuer s Annual Report from time to time which is publicly available on the Internet at The address of the Issuer is Level 4 (UB 4440), 800 Bourke Street, Docklands VIC 3008, Australia; telephone Certain information with regards to the capital, shares, reorganization of capital (if any), net profit/loss, dividends (if any), and directors of the Issuer (including whether any Notes are held by them or on their behalf and if so, details thereof), which is required to be provided under the Securities and Futures Ordinance ( SFO ) Schedule 7 Part 2, Sections 3, (c), (d), (e), (g) and (h), are not included in this document because such information is not available publicly. Certain information with regards to liabilities (which is outstanding not more than 28 days before the offer date and includes debentures, mortgage debts, loans and/or charges due, if any, and the rate of interest payable in respect thereof) of the Issuer which is required to be provided under the SFO Schedule 7 Part 2, Section 3(f) are not included in this document because such information is not available publicly. There is no restriction in the constitution of the Issuer on the right to transfer the Notes that has the effect of requiring the holder of the Notes, before transferring them, to offer them for purchase to any member of the Issuer or to any other person. Contact Information of the Issuer Additional documentation required from the customer Fees & Charges The information with regards to whether securities are fully or partly paid up (as required to be provided under the SFO Schedule 7 Part 2, Section 3(i)) is not included herein as it is not applicable to the Notes in question. Registered Office Address: N/A Safe Custody Level 4 (UB 4440), 800 Bourke StreetDocklands VIC 3008 Telephone

6 Waived Interest Collection Waived Redemption at Maturity Waived Stamp Duty No Hong Kong stamp duty is payable on the purchase of the Notes ^ Actual payment dates are subject to the payment received from the relevant custodian which maybe beyond the stated date due to time zone difference and different lead time required by individual paying The financial data and business and operational information included in the Offering Documentation (if applicable) may not reflect the latest financial, business or operational conditions of the Issuer/ Guarantor. Also, they should not be taken as an indication of future results or performance. For Notes listed in Stock Exchange of Hong Kong (SEHK), investors should note the disclaimer in the offering document that the SEHK takes no responsibility for the contents of the offering document, makes no representation as to its accuracy or completeness and expressly disclaims any liability for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the offering document. # Listing of the Notes on the SEHK is not to be taken as an indication of the merits of the Issuer, the Group or the Notes. In making an investment decision, investors must rely on their own examination of the Issuer, the Group and the terms of the offering, including the merits and risks involved. 6

7 Risk Factors There are investment risks involved in buying the Notes (including the risks set out in the Risk Factors below and the risks disclosed in the relevant offering documentation of the Notes). Before applying for any of the Notes, you should consider the risks involved in investing in the Notes and consider whether the Notes are suitable for you in light of your own financial circumstances and investment objectives. If you are in any doubt, you should get independent professional advice. Risk factors relating to the Notes in general The Notes are mainly for medium to long term investment, not for short term speculation. You should be prepared to invest your funds in the Notes for the full investment tenor; you could lose part or all of your investment if you choose to sell the Notes prior to maturity. The Notes are not equivalent to, nor should they be treated as a substitute for, time deposit. They are NOT protected deposits and are NOT protected by the Deposit Protection Scheme in Hong Kong. Receipt of any interest and principal amount at maturity of the Notes is subject to the credit risk and default risk of the Issuer. In case of default, the holder of the Notes may not be able to receive back the principal amount invested or any interest payable on the Notes. The holder of the Notes bears the credit risk and the default risk of the Issuer and has no recourse to HSBC unless HSBC is the Issuer itself. One or more independent credit rating agencies may assign credit ratings to an issue of the Notes and the Issuer. Credit ratings may not reflect all of the risks related to the Notes, the Issuer and other factors that may affect the value of the Notes. Credit ratings do not guarantee the creditworthiness of the Issuer. A credit rating by the rating agency is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. A suspension, reduction or withdrawal at any time of any rating assigned to the Notes may adversely affect the market price of the Notes. The market price of the Notes may fluctuate with market changes. Factors affecting the market price of the Notes include, but are not limited to, fluctuations in interest rates, credit spreads, and liquidity premiums. In particular, investment in the Notes is susceptible to fluctuations in interest rates which may adversely affect the value of the Notes. The price of the Notes may generally fall when the interest rates rise. The fluctuation in yield generally has a greater effect on prices of longer tenor notes. There is an inherent risk that losses may be incurred rather than profit made as a result of buying and selling the Notes. 7

8 The Issuer may have the right (but not the obligation) to make an early redemption of the Notes prior to the maturity date upon occurrence of certain events (please refer to the offering documentation of the Notes for details). If the Issuer exercises its right to redeem the Notes before they mature, you may suffer a substantial loss under the Notes and you may not be able to enjoy the same rates of return when you re-invest the amount received under such early redemption in other investments with similar risk parameters. If you wish to sell the Notes, HSBC may but is not obliged to repurchase them based on the prevailing market price under normal market circumstances, but the selling price may differ from the original buying price due to changes in market conditions. There may be exchange rate risks if you choose to convert payments made on the Notes to your home currency. Notes may have no established trading market when issued, and one may never develop. Even if a secondary market does develop, the secondary market for the Notes may not provide significant liquidity or may trade at prices based on the prevailing market conditions and may not be in line with your expectations. Therefore, you may not be able to sell the Notes easily before maturity or at prices that will provide you with a yield comparable to similar investments that have a developed secondary market. Please refer to the offering documentation of the Notes for other risk factors relating to the Issuer and the Notes. Notes subject to redemption for tax reasons - The Issuer may not have enough available funds at the time of the occurrence of any redemption for tax reasons to make purchases of outstanding Notes, and the Issuer's failure to repurchase will constitute an event of default under the Notes and may constitute an event of default under other indebtedness of the Issuer. For further details, please refer to Part 4 (Redemption, purchase and options) of the offering documentation of the Notes. 8

9 Investor s Commitment and Acknowledgements When you place your order for the Notes, you are deemed to make a series of confirmations and acknowledgements, including that you: (i) (ii) (iii) (iv) (v) have read and understood this Term Sheet, including the risks of investing in the Notes as explained in the section Risk Factors before making any investment decision; understand that you should refer to the relevant offering documentation of the Notes, for further details on the terms of the Notes and risks involved before making any investment decision; confirm that you are prepared to invest your funds in the Notes for the full investment tenor; you could also lose part or all of your investment if you choose to sell your Notes prior to maturity; understand that this document is not intended to provide and should not be relied upon for tax, legal or accounting advice, investment recommendations or credit worthiness or other evaluation of the Issuer; prospective investors should consult their tax, legal, accounting and/or other advisors; and understand that you should avoid excessive investment in a single type investment, with regard to its total proportion of your overall portfolio, in order to guard against overexposure to any single investment. How to find out the current market value of your investment after purchase? The current market value of your investment will be available upon request. Please contact our staff at any HSBC branch in Hong Kong. Note: If you have any feedback or complaint about any aspect of the service you have received, please contact our Hong Kong branches, call (852) for HSBC Premier customers, (852) for HSBC Advance customers or (852) for Other Personal Banking customers, or write to the Customer Relations Department at P.O. Box No Kowloon Central Post Office, or send an to feedback@hsbc.com.hk. We will respond to a complaint within a reasonable period of time normally not exceeding 30 days in general circumstances. If you are not satisfied with the outcome of your complaint, you have the right to refer the matter to the Banking Services Complaints of Hong Kong Monetary Authority at 55th Floor Two International Finance Centre, 8 Finance Street, Central, Hong Kong. For monetary dispute, you have the right to refer the matter to the Financial Dispute Resolution Centre at Unit , 37/F, Sunlight Tower, 248 Queen s Road East, Wan Chai, Hong Kong. References to websites References to the websites stated in this document where further information may be obtained are intended as guides for you to access further public information on the securities. Information appearing on such websites is not part of the offering documents. HSBC accept no responsibility whatsoever that such other information, if available, is accurate and/or up-to-date, and no responsibility is accepted in relation to any such information by us and our respective affiliates. 9

10 Disclaimer The Hongkong and Shanghai Banking Corporation Limited ( HSBC ) has issued this document. The information contained in this termsheet is derived from sources HSBC believes to be reliable, but which HSBC has not independently verified. HSBC makes no representation or warranty (express or implied) of any nature nor is any responsibility of any kind accepted with respect to the completeness or accuracy of any information, projection, representation or warranty (expressed or implied) in, or omission from, this document. The information in this document does not constitute a solicitation for the purchase or sale of any securities, commodity or this Notes. Any opinions expressed therein are given in good faith, but are subject to change without notice. No liability is accepted whatsoever for any direct, indirect or consequential loss arising from the use of this document. Please note that the above rates or prices are for indicative purposes only and may vary in accordance with changes in market condition. Distribution of this document may be restricted by law in certain jurisdictions and the information contained herein is to the recipients and may not be reproduced or otherwise disseminated. HSBC and its affiliates and/or officers, directors and employees may have positions in any instruments or currencies mentioned in this document and may from time to time add to or dispose of such instruments or currencies. User of the information is advised to make independent judgment with respect to any matter contained herein. Issued by The Hongkong and Shanghai Banking Corporation Limited ( HSBC ) registered at 1 Queen s Road Central, Hong Kong The Hongkong and Shanghai Banking Corporation Limited is the distributor which is a wholly owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group. The Hongkong and Shanghai Banking Corporation Limited Authorised and Regulated by Hong Kong Monetary Authority A registered institution under the Securities and Futures Ordinance, with Central Entity Identity Number AAA523 Registered Office: 1 Queen s Road Central, Hong Kong Tel: , Member HSBC Group 10

11 日期 *: National Australia Bank Limited ( 發行人 ) 發行 325,000,000 澳元 4 % 定息票據 2018 年 5 月到期 重要風險通知 : 此乃投資產品 投資決定是由閣下自行作出的, 但閣下不應投資在該產品, 除非中介人於銷售該產品時已向閣下解釋經考慮閣下的財務情況 投資經驗及目標後, 該產品是適合閣下的 本票據並不相等於定期存款 發行人風險 本票據表現受發行人的實際和預計借貸能力所影響 就償債責任而言, 本票據不保證發行人不會拖欠債務 在最壞情況下, 如果發行人不履行契約, 本票據持有人可能無法取回本票據的利息和本金 以下 風險因素 部份及本票據相關發售文件將列出其他風險因素, 詳情請參閱有關部份 警告 本條款表的內容未經在香港的規管當局審核 閣下應就有關要約謹慎行事 如閣下對本文件的任何內容有任何疑問, 閣下應尋求獨立專業意見 重要提示 如閣下對此要約的任何方面有疑問, 應諮詢持牌證券交易商 銀行經理 律師 會計師或其他專業顧問 認購或購買之最低本金金額低於 500,000 港元或等值之其他貨幣的票據, 不可以任何文件形式在香港發售或銷售 此外, 除香港證券法批准者外, 任何人士均不得於香港或任何其它地區發行或出於發行之目的保留直接向香港公眾發行內容可能將被香港公眾獲取或了解之任何票據相關廣告 邀請或文件 除本條款表另有說明外, 本條款表的英文版本所使用但並未作出定義的任何大寫術語應具有本票據發售文件所載的涵義 * 如閣下透過電郵收取本條款表, 則條款表的日期為條款表的郵件所載日期 如閣下透過傳真收到本條款表, 條款表日期即文件頁首或條款表附函所示的日期 如閣下透過互聯網閱讀本條款表, 則條款表的日期為網頁所示日期 2

12 條款表 發行人 National Australia Bank Limited 序列號 : 不適用 擔保人 不適用 票據號 : 不適用 ISIN 編碼 :AU3CB 類別 評級 ( 評級並不代表建議購買 出售或持有票據, 且可由授予評級之機構隨時終止 更改或撤銷 倘若閣下希望在作出投資前獲得更新的 ( 如有的話 ) 評級資料, 請聯絡滙豐的職員 ) 發行日期 到期日期 ^ 票息每年 4% 票息頻率 定息優先無抵押票據 發行人評級 :Aa2( 穆迪 )/AA-( 標普 ), 截至 2013 年 10 月 3 日 擔保人評級 : 不適用 票據評級 :Aa3( 穆迪 )/AA-( 標準普爾 ), 截至 2017 年 6 月 22 日 ( 資料來源 : 彭博資訊 ) 2013 年 5 月 23 日 2018 年 5 月 23 日 每半年 基於稅務理由贖回倘若發行人須根據發售文件的條件 16.2( 預扣稅 ) 增加中期票據的付款金額, 則發行人可於其發行的一系列中期票據到期日前按贖回金額及至贖回日 ( 但不包括當日 ) 止就此應計的任何利息, 全部贖回所有 ( 而非部份 ) 中期票據 進一步詳情, 請參閱發售文件第 4 部份 ( 贖回 購買及期權 ) 票據及擔保的地位 非後償中期票據構成發行人之直接 無條件及 ( 受發售文件的條件 6( 消極擔保 ) 規限 ) 無抵押債務, 彼此之間具有同等地位及至少與發行人的所有其他無抵押及非後償債務具有同等地位, 惟法律强制優先的責任除外 非後償中期票據優先於發行人的後償債務, 包括所有後償中期票據 日期為 2011 年 8 月 23 日的發售通函 ( 發售通函 ) 貨幣及發行金額 計息開始日期 面額 最小投資額 325,000,000 澳元 2013 年 5 月 23 日 100,000 澳元及超過部份按 10,000 澳元的整數倍計算 每名投資者 :100,000 澳元 3

13 到期贖回按面值 (100%) 利息支付日期 ^ 營業日慣例 ( 適用於利息支付日期及到期日期 ) 計息日期慣例 : 營業日 : 上市及定價 # ( 倘若閣下希望在作出投資前獲得更新的 ( 如有的話 ) 定價資料, 請聯絡滙豐的職員 ) 所得款項用途 付款代理人及過戶登記處 2013 年 11 月 23 日開始至到期日 ( 包括當日 ) 的每年 5 月 23 日及 11 月 23 日 倘利息付款的任何截止日期並非香港營業日, 則應推遲至下個營業日 澳洲儲備銀行債務基準 悉尼 / 墨爾本 無上市 發行本票據所籌集的所得款項淨額將用於擴大發行人的資本基礎及用作發行人的一般公司用途 付款代理人 National Australia Bank Limited 信託人 結算 法律 發行人簡介 ( 摘自發售通函第 101 頁 ) 過戶登記處 Austraclear Services Limited ABN ( Austraclear ) 不適用 發行人可向 Austraclear 申請批准本票據在其營運的結算系統 ( Austraclear 系統 ) 上買賣 Austraclear 對本票據作出的批准並不構成 Austraclear 對本票據的推薦或認可 本票據亦可以在 Euroclear Bank S.A./N.A. 營運的結算系統 ( Euroclear 系統 ) Clearstream, Luxembourg société anonyme 營運的結算系統 ( Clearstream 系統 ) 及 / 或相關定價補充文件上指定的任何其他澳洲境外結算系統 ( 均稱為 境外結算系統, 連同 Austraclear 系統均稱為 結算系統 ) 上買賣 澳洲維多利亞法律 發行人連同其附屬公司 ( 該集團 ) 為一間提供綜合性 一體化金融產品及服務的國際金融服務集團 發行人歷史悠久, 可追溯至 1858 年 National Bank of Australasia 的成立 發行人為一間上市有限公司, 於 1893 年 6 月 23 日在澳大利亞 ( 為發行人的主要所在地 ) 注冊成立 發行人根據澳洲 1959 年銀行法及澳洲 2001 年公司法的規定經營業務 更多詳細資料及財務報表 ( 包括相關附註 ) 載於發行人 4

14 不時刊發的最近期年報, 可於網站 公開獲得 發行人地址為 Level 4 (UB 4440), 800 Bourke Street, Docklands VIC 3008, Australia, 電話為 須根據證券及期貨條例 ( 證券及期貨條例 ) 附表 7 第 2 部份第 3 (c) (d) (e) (g) 及 (h) 節予以提供的有關發行人股本 股份 資本重組 ( 如有 ) 浄溢利 / 虧損 股息 ( 如有 ) 及董事 ( 包括彼等或彼等的代表是否持有任何票據, 如有, 請提供詳情 ) 的若干資料並不在本文件中載列, 原因是有關資料不可公開 須根據證券及期貨條例附表 7 第 2 部份第 3(f) 節予以提供的有關發行人債務 ( 即不超過發售日期前 28 天未償還的債務, 包括債權證 按揭債務 到期貸款及 / 或開支 ( 如有 ), 以及就此應付的利率 ) 的若干資料並不在本文件中載列, 原因是有關資料不可公開 發行人的組織章程並無有關轉讓票據權利的限制, 而有關權利將要求票據持有人在轉讓票據之前向發行人任何股東或任何其他人士提呈票據以供彼等購買 有關證券是否已全數或部份繳足的資料 ( 須根據證券及期貨條例附表 7 第 2 部份第 3(i) 節予以提供 ) 並不包含於本文件, 原因是有關資料並不適用於本票據 發行人聯絡資料 註冊辦事處地址 : Level 4 (UB 4440), 800 Bourke StreetDocklands VIC 3008 電話 須向客戶獲取的額外文件 不適用 服務收費 託管服務豁免 代收利息豁免 到期贖回豁免 印花稅 購買本票據無須支付香港印花稅 5

15 ^ 有關款項的實際支付日期視乎收到相關託管人的付款日期 基於時差原因或個別支付代理不同的處理時間, 發售文件中的財務數據及其他業務或營運信息 ( 如適用 ) 可能未反映發行人 / 擔保人最新的財務 業務或營運狀況 另外, 該等信息不應視為將來表現的指標 對於香港聯合交易所 ( 港交所 ) 上市的票據, 投資者亦應留意發售文件中, 關於港交所對發售文件之內容準確性 完整性及因內容全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任的免責聲明 # 於交易所上市的票據並不代表發行人 發行機構或票據的優勢 作出投資決定前, 投資者應考慮發行人 發行機構及票據條款, 包括其優勢及相關風險 6

16 風險因素 購買本票據涉及投資風險 ( 包括以下 風險因素 所載風險及本票據相關發售文件披露的風險 ) 在投資於本票據之前, 投資者應考慮投資本票據所涉及的風險, 並就本身的財政狀況及投資目標, 考慮是否適合投資於本票據 如有任何疑問, 應諮詢獨立專業顧問的意見 本票據涉及的一般風險因素 本票據主要提供中長期的投資, 並不是短線投機的工具 閣下應準備於整段投資期內將資金投資於本票據上 ; 若閣下選擇在到期日之前提早出售本票據, 可能會損失部份或全部的投資本金額 本票據並不相等於定期存款, 亦不應被視為其替代品 本票據並非受保障存款, 且不受香港存款保障計劃之保障 於本票據到期日收回利息和本金需受發行人的信貸及違約風險影響 如果發生違約, 票據持有人可能無法取回本票據的利息和本金 票據持有人須承擔發行人的信貸及違約風險, 且不能向滙豐追討任何賠償, 除非滙豐本身為該票據之發行人 一家或多家獨立評級機構可能會向發行的票據及發行人授予信用評級 信用評級可能不會反映票據及發行人的所有相關風險以及可能影響票據價值的其他因素 信用評級並不能對發行人的信用水平提供保證 評級機構的信用評級並非買入 出售或持有票據的建議, 可能隨時修訂 暫停或撤回 倘若評級機構於任何時間暫停 下調或撤回對本票據的評級, 則可能會對本票據的市價造成不利影響 本票據的市價可能會隨著市場變化而波動 影響本票據市價的因素包括, 但不限於, 利率 信貸息差及流通性溢價的波動 特別是, 投資本票據易受市場利率波動影響, 或將對本票據價值產生不利影響 本票據價值或會因利率上升而下跌 而孳息率的上落對越長年期的票據價格影響一般較大 買賣票據帶有風險, 投資者未必能夠賺取利潤, 可能會招致損失 於發生若干事件的情況下, 發行人可能有權 ( 但無責任 ) 在到期日前提早贖回票據 ( 詳情請參閱票據發售文件 ) 倘發行人在到期日前行使其權利贖回票據, 則閣下或可能因本票據承受重大損失, 當閣下將該次因提早贖回獲得的金額再投資於其他風險相近的投資項目時, 亦未必能夠獲得相同的回報率 如閣下打算出售經滙豐代閣下購入的票據, 滙豐可但並無責任在正常市場下, 按市價進行有關交易 但基於市況變動, 賣出價與最初的買入價可能不同 倘若閣下選擇將票據所支付的付款兌換為本國貨幣, 可能須承受匯率波動的風險 7

17 票據發行時可能並無一個已建立的交易市場, 亦可能永遠不會建立 即使二手市場已建立, 交易本票據的二手市場或不能提供龐大的流通量或按現行市價買賣, 且可能與閣下之預期不符 因此, 閣下或許不能於到期日前輕易出售本票據, 或按可為閣下提供可類比有已建立二手市場的投資工具所獲收益的價格出售 請參閱本票據的發售文件, 了解有關發行人及本票據的其他風險因素 基於稅務理由贖回本票據 - 發行人可能無法在發生任何基於稅務理由贖回之時取得足夠的資金回購發行在外的票據, 且發行人未能回購將構成本票據項下的違約事件, 並可能構成發行人其他債務項下的違約事件 進一步詳情請參閱本票據的發售文件地 4 部份 ( 贖回 購買及期權 ) 8

18 - 投資者責任及聲明 投資者向分銷商購買本票據時, 投資者將被視為作出一系列承諾及聲明, 包括 : (i) (ii) (iii) (iv) 於作出任何投資決定前, 已閱讀及理解本條款表, 包括 風險因素 部分所說明的有關投資本票據的風險 ; 明白於作出任何投資決定前, 應參閱本票據相關發售文件, 以便獲得有關本票據條款及所涉及風險的進一步詳情 ; 確認準備於整段投資期內將資金投資於本票據上 ; 若投資者選擇在到期日之前提早出售本票據, 可能會損失部份或全部的投資本金 ; 明白本文不擬提供稅務 法律或會計意見 投資建議或對發行人的誠信或其他方面進行評估, 投資者亦不應依賴本文作上述用途 準投資者應諮詢其稅務 法律 會計及 / 或其他顧問 ; 及 (v) 明白就於閣下整體投資組合所佔比例而言, 閣下應避免過度集中於一個投資類型, 以防止集中於某個投資類型而增加投資風險 在投資票據後, 怎樣查詢票據的市值? 閣下可聯絡滙豐在香港的各分行查詢票據的市值 注意:如閣下對我們的服務有任何意見或投訴, 請聯絡我們在香港的任何分行 致電 (852) ( 滙豐卓越理財客戶 ),(852) ( 運籌理財客戶 ) 或 (852) ( 其他個人理財客戶 ) 致函我們的客戶關係部 ( 九龍中央郵政局郵政信箱 號 ) 或電郵至 feedback@hsbc.com.hk 我們在一般情況下會於合理的時間 ( 通常 30 日 ) 內回覆客戶的投訴 若閣下對投訴結果仍有不滿, 閣下有權將個案轉交香港金融管理局的法規部處理, 地址為香港中環金融街 8 號國際金融中心 2 期 55 樓 有關金錢糾紛, 閣下有權將個案轉交金融糾紛調解中心 ( 香港灣仔皇后大道東 248 號陽光中心 37 樓 室 ) 處理 關於網站的提述 本文件有提述若干網站, 其中或可提供進一步資料, 以指引閣下取得有關證券的更多公眾資料 該等網站所載的資料並非發售文件的一部份 滙豐對該等其他資料 ( 如有 ) 是否準確及 或最新概不承擔任何責任, 且本集團及本集團相關聯屬公司對任何該等資料概不承擔責任 9

19 免責聲明香港上海滙豐銀行有限公司 ( 滙豐 ) 刊發本文件 本條款表所載資料取自滙豐相信為可靠之來源, 惟滙豐並未對其進行獨立核實 滙豐概無作出任何性質的聲明及保證 ( 明示或暗示 ), 亦不對本文件所載任何資料 預測 聲明及保證 ( 明示或暗示 ) 之完整性或準確性或任何遺漏承擔任何責任 本文件所載資料並不構成買賣本票據的招攬銷售或建議 本文件內發表之意見乃真誠地發表, 惟可未經通知而改變 滙豐概不就使用本文件所導致之任何直接或間接或相應而生之損失接納任何責任 謹請注意, 上述利率或價格乃僅供參考, 並可能根據市況而變動 若干司法管轄區之法律可能限制派發本文件, 而本交件中所載之資料乃僅供收件人閱覽, 不得複製或以其他形式傳佈 滙豐及其聯屬公司及 / 或高級職員 董事及僱員可能就本文件所述之任何金融工具或貨幣持倉, 並可不時增加或出售有關金融工具或貨幣 使用資料之人士務請就其中所載之任何事宜作出獨立判斷 由香港上海滙豐銀行有限公司 ( 滙豐, 註冊地址為香港皇后大道中 1 號 ) 刊發 香港上海滙豐銀行有限公司是分銷商, 為滙豐集團旗下控股公司 滙豐控股有限公司的全資附屬公司 香港上海滙豐銀行有限公司經由香港金融管理局授權及監管根據 << 證券及期貨條例 >> 註冊為註冊機構, 中央註冊編號為 AAA523 註冊辦事處 : 香港皇后大道中 1 號電話 : , 滙豐集團成員 10

20 Information Memorandum National Australia Bank Limited ABN Debt Issuance Programme for the issue of unsubordinated and subordinated debt instruments representing short and medium term debt obligations and transferable certificates of deposit Arranged by National Australia Bank Limited 23 August 2011

21 Contents Contents 2 Important Notice 3 Summary of the Programme 6 Short Term Note Summary 11 Medium Term Note Summary 14 Transferable Certificate of Deposit Summary 17 STN Terms and Conditions 20 MTN Terms and Conditions 30 TCD Terms and Conditions 63 Form of MTN Pricing Supplement 89 Form of TCD Pricing Supplement 95 National Australia Bank Limited 101 Selling and Distribution Restrictions 102 Australian Taxation 108 Directory _3.doc 2

22 Important Notice Introduction This Information Memorandum relates to a debt issuance programme ( Programme ) established by National Australia Bank Limited ( Issuer ) under which short term notes ( STNs ), medium term notes ( MTNs ) and transferable certificates of deposit ( TCDs, and, together with STNs and MTNs, Notes ) may be issued from time to time. Issuer s responsibility This Information Memorandum has been prepared by and issued with the authority of the Issuer. The Issuer accepts responsibility for the information contained in this Information Memorandum. Documents incorporated by reference This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated by reference (see Documents incorporated by reference below). This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to Information Memorandum are to this Information Memorandum and to any other document incorporated by reference collectively and to any of them individually. No independent verification The only role of the Dealers, the Registrar and the I&P Agent (Offshore) (each as defined in the Summary of the Programme ) in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective descriptions under the heading Directory are accurate as at the Preparation Date (as defined below). Apart from the foregoing, none of the Dealers, the Registrar nor the I&P Agent (Offshore) has independently verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by them as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Programme. Independent advice This Information Memorandum contains only summary information concerning the Notes. It is not intended to provide the basis of any credit or other evaluation in respect of the Issuer or the Notes and should not be considered as a recommendation by the Issuer, Arranger, the Dealers, the Registrar or the I&P Agent (Offshore) that any recipient of this Information Memorandum or any other financial statements should purchase any Notes or any rights in respect of any Notes. Each investor contemplating purchasing any Notes or any rights in respect of any Notes under the Programme should make (and shall be taken to have made) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer. No advice is given in respect of the taxation treatment of investors in connection with investment in any Notes and each investor is advised to consult its own professional adviser. Currency of information The information contained in this Information Memorandum is prepared as of its Preparation Date. Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information contained in it concerning the Issuer is correct at any time subsequent to the Preparation Date or that any other information supplied in connection with the Programme is correct as of any time subsequent to the Preparation Date. In particular, the Issuer is under no obligation to update this Information Memorandum at any time after an issue of Notes. 3

23 In this Information Memorandum, Preparation Date means: in relation to this Information Memorandum, the date indicated on its face or, if the Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement; in relation to the Annual Report and any financial statements incorporated in this Information Memorandum, the date up to, or as at, the date on which the Annual Reports and statements relate; and in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release. The Dealers, the Registrar and the I&P Agent (Offshore) expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. Investors should review, amongst other things, the documents deemed to be incorporated in this Information Memorandum by reference when deciding whether or not to purchase any Notes. Also, the Issuer makes filings with regulatory authorities from time to time, which may include information material to investors. Copies of such filings are available from the Issuer on request. No authorisation No person has been authorised to give any information or make any representations not contained in or consistent with this Information Memorandum in connection with the Issuer, the Programme or the issue or sale of the Notes and, if given or made, such information or representation must not be relied on as having been authorised by the Issuer or any of the Dealers. Distribution arrangements The distribution of this Information Memorandum and any Pricing Supplement and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Dealers, the Registrar nor the I&P Agent (Offshore) represents that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or under an exemption available in that jurisdiction, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Dealers, the Registrar or the I&P Agent (Offshore) which would permit a public offering of any Notes or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, ( Securities Act ) or the securities laws of any state in the United States. The Notes may not be offered, sold, delivered or transferred within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), unless such Notes are registered under the Securities Act or an exemption from the registration requirements thereof is available. No disclosure required Each offer to purchase or invitation to buy Notes is not required to comply with Part 6D.2 of the Corporations Act 2001 of Australia ( Corporations Act ) as the Issuer is an Authorised Deposit Taking Institution ( ADI ) and entitled to rely on the exemption in section 708(19) of the Corporations Act which exempts ADIs from the requirement to comply with Chapter 6D.2 of the Corporations Act. Accordingly, neither this Information Memorandum nor any other document has been, or is required to be, lodged with the Australian Securities and Investments Commission. No offer This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, the Dealers or the Registrar to any person to subscribe for, purchase or otherwise deal in any Notes nor is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Notes. 4

24 Fees Each Dealer, its subsidiaries, directors and employees may receive fees, brokerage and commissions and may act as a principal in dealing in any Notes. Documents incorporated by reference The following documents are incorporated in, and taken to form part of, this Information Memorandum: all amendments and supplements to this Information Memorandum prepared by the Issuer from time to time; the most recent published Annual Report of the Issuer from time to time which is publicly available on the Internet at and any subsequent interim financial statements of the Issuer and its subsidiaries ( Group ) from time to time which are publicly available; and all documents issued by the Issuer and stated to be incorporated in this Information Memorandum by reference including, in the case of any issue of Notes, a Pricing Supplement and ASX disclosures which are stated to form part of this Information Memorandum. Any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of this Information Memorandum, shall be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement. Copies of documents incorporated by reference may be obtained from the Issuer and are available for inspection at the Issuer s office specified in the Directory. 5

25 Summary of the Programme The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation to any Notes, the Terms and Conditions of the Notes and in relation to any Notes, in conjunction with the relevant Pricing Supplement. Issuer: National Australia Bank Limited ABN Description: Programme limit: A non-underwritten debt issuance programme ( Programme ) under which the Issuer may elect to issue a variety of debt instruments in Australia and in relation to medium term notes ( MTNs ) and transferable certificates of deposit ( TCDs ) only, which may also be offered to purchasers or investors in certain jurisdictions outside Australia. These debt instruments ( Notes ) will be either short term notes ( STNs ), MTNs or TCDs and may represent either unsubordinated or subordinated debt obligations ( Subordinated Notes ). The features of the Notes are described in greater detail elsewhere in this Information Memorandum. There is no programme limit. Arranger: National Australia Bank Limited ABN Initial Dealers: National Australia Bank Limited ABN Additional Dealers may be appointed from time to time by the Issuer for any Tranche of Notes or to the Programme generally. Direct issues by Issuer: Registrar: I&P Agent (Offshore): Types of Notes: The Issuer may also issue Notes directly to purchasers or investors (as applicable) procured by it. Such purchasers will be required to confirm and acknowledge to the Issuer in writing that the issue of the Notes resulted from the Notes being offered for issue as a result of negotiations being initiated publicly in electronic form (eg Reuters or Bloomberg) or in another form that was used by financial markets for dealing in securities. Austraclear Services Limited ABN and any other persons appointed by the Issuer to establish and maintain the Register (as defined below) on the Issuer s behalf from time to time. Any person or persons appointed by the Issuer to perform issue, paying and other agency functions outside Australia with respect to any Series or Tranche of Notes initially lodged and held through or predominantly through an Offshore Clearing System (as defined below). Details of such appointment will be in the relevant Pricing Supplement. Notes may either be STNs, MTNs or TCDs. STNs may be fixed rate STNs, floating rate STNs or may be issued at a discount. MTNs may be fixed rate MTNs, floating rate MTNs, index linked MTNs, zero coupon MTNs or other forms of structured MTNs. They may be issued at a discount or premium (as defined in the relevant MTN Terms and Conditions and/or the relevant Pricing Supplement) or in other form as specified in the relevant Pricing Supplement. Features of some of those MTNs are outlined in Medium Term Note Summary below. TCDs may be fixed rate TCDs, floating rate TCDs, instalment TCDs or other forms of TCDs. They may be issued in the forms as specified in the relevant Pricing Supplement. TCD Terms and Conditions and/or the relevant Pricing Supplement) or in other form as specified in the relevant 6

26 Pricing Supplement. Features of some of those TCDs are outlined in Transferable Certificate of Deposit Summary below. Programme Term: Form of Notes: The term of the Programme continues until terminated by the Issuer giving 30 days notice to the permanent panel Dealers, or earlier by agreement between all the parties to it. Notes will be in registered form. They will be debt obligations of the Issuer which are constituted by, and owing under an STN Deed Poll or MTN Deed Poll, each dated on or about 11 November 2003 and amended and restated as at 15 May 2007, 12 March 2009 and 23 August 2011, or, in the case of TCDs, a TCD Deed Poll dated 12 March 2009 and amended and restated as at 23 August Notes take the form of entries in a register ( Register ) maintained by the Registrar. The terms and conditions of the STNs are contained in schedule 1 to the STN Deed Poll as modified or supplemented by an STN Supplement (described further below) for the relevant Tranche. The terms and conditions of the MTNs are contained in schedule 1 to the MTN Deed Poll, as modified and supplemented by a Pricing Supplement for the relevant Tranche. The terms and conditions of the TCDs are contained in schedule 1 to the TCD Deed Poll, as modified and supplemented by a TCD Pricing Supplement for the relevant Tranche. Title: Entry of the name of the person in the Register in respect of a Note constitutes the obtaining or passing of title and its conclusive evidence that the person so entered is the registered holder of the Notes. Notes which are held in the Austraclear System will be registered in the name of Austraclear Limited ABN ( Austraclear ). Notes which are held in an Offshore Clearing System (as defined below) will be registered in the name of a depositary or a common depositary for the Offshore Clearing System. Title to the Notes which are held in a Clearing System (as defined below) will be determined in accordance with the rules and regulations of the relevant Clearing System. No certificate or other evidence of title will be issued to holders of the Notes unless the Issuer determines that certificates should be available or it is required to do so pursuant to any applicable law or regulation. Clearing System: The Issuer may apply to Austraclear for approval for the Notes to be traded on the settlement system operated by Austraclear ( Austraclear System ). Such approval of the Notes by Austraclear is not a recommendation or endorsement by Austraclear of the Notes. Notes may also be traded on the settlement system operated by Euroclear Bank S.A./N.A. ( Euroclear System ), the settlement system operated by Clearstream, Luxembourg société anonyme ( Clearstream System ) and/or any other clearing system outside Australia specified in the relevant Pricing Supplement (each an Offshore Clearing System and together with the Austraclear System, each a Clearing System ). Status: The Issuer may elect to issue MTNs that represent either unsubordinated or subordinated debt obligations or STNs or TCDs that represent unsubordinated debt obligations. See the sections on STNs, MTNs and TCDs for more details on their status and ranking. The Notes (except TCDs) do not constitute deposit liabilities of the Issuer, are not protected accounts for the purposes of the depositor 7

27 protection provisions in Division 2 of Part II of the Banking Act 1959 of Australia ( Banking Act ) or of the Financial Claims Scheme established under Division 2AA of Part II of the Banking Act and are not guaranteed or insured by any government, government agency or compensation scheme of the Commonwealth of Australia or any other jurisdiction or by any other party. The Issuer does not make any representation as to whether the TCDs would or would not constitute a deposit liability of the Issuer for the purposes of section 13A of the Banking Act. No Set-Off: Cross default: Negative pledge: Governing law: Use of proceeds: Transfer procedure: (i) A Subordinated MTN Holder does not have any right to set-off any amounts owing to it by the Issuer in connection with the Subordinated MTNs against any amount owing by it to the Issuer in connection with the Subordinated MTNs or otherwise. (ii) The Issuer does not have any right to set-off any amounts owing to it by a Subordinated MTN Holder against any amount owing by it to the Subordinated MTN Holder in connection with the Subordinated MTNs. No MTNs and TCDs (other than Subordinated Notes) will have the benefit of a negative pledge in respect of financial indebtedness as more fully set out in Condition 6 of the MTN Terms and Conditions and Condition 6 of the TCD Terms and Conditions. The Subordinated Notes contain no negative pledge. The Notes, and all related documents, will be governed by the laws of Victoria, Australia. The Registry Services Agreement is governed by the laws of New South Wales, Australia. The net proceeds realised from the issue of Notes will be used to augment the capital base of the Issuer and for the Issuer s general corporate purposes. Notes may only be transferred in whole and in denominations of A$1,000 or such other currency and denomination specified in the relevant STN Supplement, Pricing Supplement or TCD Pricing Supplement. MTNs or TCDs listed on the ASX are not: transferred through, or registered on, the Clearing House Electronic Subregister System operated by the ASX; or Approved Financial Products (as defined for the purposes of that system). Transfers of Notes held in a Clearing System will be made in accordance with the rules and regulations of the relevant Clearing System and the Registry Services Agreement. Redemption: STNs can only be redeemed at maturity. MTNs and TCDs may also be redeemed prior to scheduled maturity in certain circumstances. See Medium Term Note Summary and TCD Summary below for more details. Notes entered in a Clearing System will be redeemed through that Clearing System in a manner consistent with the rules and regulations of that Clearing System. 8

28 Payments and Record Date: Payments of interest will be made to the persons whose names are entered in the Register as at 4.00pm (Sydney time) on the relevant Record Date. The Record Date is (in the case of STNs) the third calendar day and (in the case of MTNs or TCDs) the eighth calendar day before a payment date, or, such other period specified in the relevant STN Supplement, Pricing Supplement or TCD Pricing Supplement. Payments of principal in respect of MTNs and TCDs will be made to the person who is the Holder at am (Sydney time) in the place where the Register is maintained on the due date Payments to persons who hold Notes through a Clearing System will be made by transfer to their relevant account in accordance with the rules and regulations of the relevant Clearing System. If Notes are not lodged in a Clearing System, payments will be made to the account of the registered holder noted in the Register. If no account is notified, then payments will be made by cheque mailed on the Business Day immediately preceding the relevant payment date to the registered holder at its address appearing in the Register on the Record Date. Calculation Agents: Stamp duty: Taxes: TFNs and ABNs: Selling restrictions: The initial Calculation Agent and for the purpose of calculating the Bank Bill Rate for STNs is National Australia Bank Limited. If a Calculation Agent is required for the purpose of calculating any amount or making any determination under an Note, such appointment will be notified in the relevant Pricing Supplement. The Issuer may terminate the appointment of the Calculation Agent, appoint additional or other Calculation Agents or elect to have no Calculation Agent. Where no Calculation Agent is appointed the calculation of interest, principal and other payments in respect of Notes will be made by the Issuer. Any stamp duty incurred at the time of issue of the Notes will be for the account of the Issuer. Any stamp duty incurred on a transfer of Notes will be for the account of the investors. As at the date of this Information Memorandum, no ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue or transfer of any Notes. Investors are advised to seek independent advice regarding any stamp duty or other taxes imposed by another jurisdiction upon the transfer of Notes, or interests in Notes, in any jurisdiction outside of Australia. An overview of the Australian taxation treatment of payments of interest in the Notes is set out in Australian Taxation below. However, investors should obtain their own taxation advice regarding the taxation status of investing in Notes. The Issuer will deduct amounts from payments of interest to be made under the Notes at the prescribed rate if an Australian resident investor has not supplied an appropriate Tax File Number, Australian Business Number or exemption details as may be necessary to enable the payment to be made without withholding or deduction. The offering, sale and delivery of Notes and the distribution of this Information Memorandum and other material in relation to any Notes are subject to such restrictions as may apply in any country in connection with the offering and sale of a particular Tranche of Notes. In particular, restrictions on the offer or sale of the Notes in Australia and on the offer or sale of Notes in the European Economic Area, the United Kingdom, the United States of America, Hong Kong, Singapore, Japan, New Zealand and China are set out in Selling and Distribution Restrictions below. 9

29 Rating: The Programme has been rated Long Term Senior Unsecured AA, Short Term A-1+ and Long Term Subordinated AA- by Standard & Poor s Rating Services, a division of the McGraw Hill Companies Inc. and Senior Unsecured (P) Aa2, Subordinated Debt Rating (P) Aa3, Junior Subordinated Debt Rating (P) A2 and Short-Term Debt Rating (P) Prime-1 by Moody s Investors Service Limited. Structured or subordinated Notes may have a different credit rating to the other Notes. Where an individual Tranche or Series of Notes are rated, the rating may not necessarily be the same as the ratings specified above. A rating is not a recommendation to buy, sell or hold Notes and is subject to variation, suspension or withdrawal at any time by the assigning organisation. Any credit rating in respect of any Notes or the Issuer is for distribution only to persons who are not a retail client within the meaning of section 761G of the Corporations Act 2001 of Australia and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 of the Corporations Act and, in all cases, in such circumstances as may be permitted by applicable law in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives it must not distribute it to any person who is not entitled to receive it. 10