NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Transcription

1 Group Governance & Shareholder Services Level 3 (UB 3350) 800 Bourke Street Docklands Victoria 3008 AUSTRALIA ASX Announcement National Australia Bank Limited ABN NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS NAB Share Purchase Plan Offer Documents Monday, 3 August 2009 National Australia Bank Limited (NAB) announced on 22 July 2009 that a Share Purchase Plan (SPP) would be offered to eligible shareholders. Further details of the offer were provided in an announcement on Friday, 24 July The following documents are attached to this announcement: SPP Offer Booklet, including the Chairman s letter and the Terms and Conditions of the offer; Application Form for shareholders who participated in NAB s 2008 SPP; and Application Form for shareholders who did not participate in NAB s 2008 SPP. These documents are in the process of being sent to eligible shareholders. The SPP offer opens today. MJ HEALEY Group Company Secretary NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S. This statement does not constitute an offer of any securities for sale. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

2 2009 NAB SHARE PURCHASE PLAN OFFER OFFER OPENS 3 AUGUST 2009 OFFER CLOSES 21 AUGUST 2009 The Share Purchase Plan offer does not take into account the individual investment objectives, financial situation or particular needs of each eligible shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer (particularly given the current volatility in financial markets).

3 31 July 2009 Chairman National Australia Bank Limited 800 Bourke Street Docklands, Victoria 3008 Australia Dear Shareholder Share Purchase Plan Offer Following the successful completion on 23 July 2009 of a A$2.0 billion institutional placement of shares at an issue price of A$21.50 per share, the Board of Directors is pleased to give eligible shareholders an opportunity to subscribe for additional shares in National Australia Bank Limited (NAB) under the 2009 Share Purchase Plan (2009 SPP). Participation in the 2009 SPP is optional and is open to eligible shareholders who, at 7:00pm (AEST) on Monday, 27 July 2009 (the relevant record date), were holders of fully paid ordinary shares in NAB and whose registered address is in Australia or New Zealand. The 2009 SPP will provide eligible ordinary shareholders with the opportunity to subscribe for up to A$15,000 worth of NAB ordinary shares, without incurring brokerage or other transaction costs. The amount an eligible shareholder can subscribe for will be restricted to a cumulative total of A$15,000 (including any shares subscribed for in NAB s December 2008 Share Purchase Plan (2008 SPP)). The 2009 SPP will be capped at A$750 million and NAB will scale back applications if they exceed A$750 million in aggregate. Full details of the 2009 SPP are set out in the attached SPP Terms and Conditions. Purpose of the SPP Offer The institutional placement and 2009 SPP will maintain balance sheet strength and provide flexibility to support our existing customers and pursue additional organic and strategically aligned inorganic opportunities. Following completion of the placement, NAB s pro forma Tier 1 ratio position increased to approximately 8.8% under APRA guidelines (as at 30 June 2009). Having considered a wide range of capital management options, the Board believes the chosen capital strategy involving the institutional share placement and the 2009 SPP achieves an appropriate capital structure and allows both NAB s institutional and retail shareholders to participate in the equity raising. Highlights of the SPP include the offer price being the lesser of: A$21.50, being the price at which NAB shares were issued to institutional investors under the placement; and the volume-weighted average price of NAB shares traded in the ordinary course on the ASX during the 5 trading days up to, and including, the day on which the 2009 SPP offer is scheduled to close (Friday, 21 August 2009), rounded down to the nearest cent; no brokerage or other transaction costs payable by participants; a minimum subscription of A$500; and a maximum subscription of A$15,000 (including any shares subscribed for in the 2008 SPP). When to apply The 2009 SPP will open at 9.00am (AEST) on Monday, 3 August 2009 and will remain open until 5.00pm (AEST) on Friday, 21 August As soon as practicable after the close of the offer, NAB will make an ASX announcement as to the outcome of the 2009 SPP and the number of shares to be issued. How to apply To participate in the offer, please: (a) return your Application Form, together with your cheque, bank draft or money order drawn on an Australian bank in Australian dollars; or (b) pay directly via BPAY on the internet or by telephone (for Australian shareholders only), by no later than 5.00pm (AEST) on Friday, 21 August I encourage you to carefully read the attached SPP Terms and Conditions. Should you require further assistance, please do not hesitate to contact the Shareholder Information Line on (within Australia) or (outside Australia), or visit the company website at If you are a custodian you may be required to submit a custodian certificate to NAB in order to participate on behalf of any beneficiaries. Please see the attached SPP Terms and Conditions for further details. The 2009 SPP offer does not take into account the individual investment objectives, financial situation or particular needs of each eligible shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer. Yours sincerely Michael Chaney, AO Chairman This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person. The new shares to be issued under this SPP 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, and may not be offered, sold or delivered, directly or indirectly, in, or to persons in, the United States, except in accordance with an available exemption from registration. Registered to BPAY Pty Ltd ABN

4 Share Purchase Plan Terms and Conditions NAB Share Purchase Plan National Australia Bank Limited (NAB) is pleased to provide eligible NAB shareholders with the opportunity to participate in the 2009 NAB Share Purchase Plan (2009 SPP) by subscribing for up to A$15,000 worth of new fully paid ordinary shares in NAB (NAB ), without incurring brokerage or other transaction costs. The amount an eligible shareholder can subscribe for will be restricted to a cumulative total of A$15,000 (including any shares subscribed for in NAB s December 2008 share purchase plan (2008 SPP)). Details of this offer and how to participate are set out below. Background On 23 July 2009, NAB announced that approximately A$2.0 billion of NAB were placed with institutional, sophisticated and professional investors at an issue price of A$21.50 per share. NAB also announced the institutional placement would be accompanied by a share purchase plan under which eligible shareholders will be entitled to apply for a cumulative total of up to A$15,000 worth of NAB (including any shares subscribed for in the 2008 SPP). The 2009 SPP will be capped at A$750 million and NAB will scale back applications if they exceed A$750 million in aggregate. The purpose of the 2009 SPP and the institutional placement mentioned above are to maintain balance sheet strength and provide flexibility to support NAB s existing customers and pursue additional organic and strategically aligned inorganic opportunities. Following the completion of the institutional placement, NAB s pro forma Tier 1 ratio increased to approximately 8.8% under APRA guidelines (as at 30 June 2009) SPP Key Dates Event Date Record Date Monday, 27 July 2009 Offer opens Monday, 3 August 2009 Offer closes Friday, 21 August 2009 Allotment Date Monday, 31 August 2009 Dispatch of Holding Statements/ Confirmation Advice Wednesday, 2 September 2009 Eligibility to participate in the 2009 SPP You are eligible to participate in the 2009 SPP if you were a registered holder of NAB at 7.00pm (AEST) on Monday, 27 July 2009 (the Record Date) with a registered address in Australia or New Zealand unless you are, or are acting for the account or benefit of, a U.S. Person as defined in Regulation S under the US Securities Act of 1933, as amended (the Securities Act). NAB has determined that it is not practical for holders of NAB with registered addresses in other jurisdictions to participate in the 2009 SPP. To the extent that you hold shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws. The NAB to be issued under this 2009 SPP have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States. In order to comply with relevant securities laws, the NAB to be issued under this 2009 SPP may not be offered to shareholders located in the United States or to shareholders who are, or who are acting for the account or benefit of, U.S. persons. As used herein, the terms United States and U.S. persons are as defined in Regulation S under the Securities Act. Because of these legal restrictions, you must not send copies of the 2009 SPP Terms and Conditions or any other material relating to the 2009 SPP to any person resident in the United States or who are, or are acting for the account or benefit of, U.S. persons. Consistent with the warranties contained in these 2009 SPP Terms and Conditions and 2009 SPP Application Form (the Application Form) included with these 2009 SPP Terms and Conditions, you may not submit any completed Application Forms for any person resident in the United States or who are, or are acting for the account or benefit of, U.S. persons. Failure to comply with these restrictions may result in violations of applicable securities laws. Single holders: If you are the only registered holder of a holding of NAB, but you receive more than one offer under the 2009 SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of NAB (which parcel is subject to adjustment for participation in the 2008 SPP). Joint holders: If you are recorded with one or more other persons as the joint holder of a holding of NAB, that joint holding is considered to be a single registered holding for the purpose of the 2009 SPP, and the joint holders are entitled to participate in the 2009 SPP in respect of that single holding only. If the same joint holders receive more than one offer under the 2009 SPP due to multiple identical holdings, the joint holders may only apply for one maximum parcel of NAB (which parcel is subject to adjustment for participation in the 2008 SPP). Custodians, trustees and nominees: If you are a custodian, trustee or nominee within the definition of custodian in ASIC Class Order [CO 09/425] or in any more specific ASIC relief granted to NAB in relation to the 2009 SPP (Custodian) and hold NAB on behalf of one or more persons (each a Participating Beneficiary), you may apply for up to a maximum of A$15,000 worth of NAB for each Participating Beneficiary, subject to providing a notice in writing to NAB (the Custodian Certificate) certifying the following:

5 that you hold NAB on behalf of Participating Beneficiaries who have instructed you to apply for NAB on their behalf under the 2009 SPP; the number of Participating Beneficiaries; the name and address of each Participating Beneficiary; the number of NAB shares that you hold on behalf of each Participating Beneficiary; the number or dollar amount of NAB which each Participating Beneficiary has instructed you to apply for on their behalf; that there are no Participating Beneficiaries in respect of which the total of the application price exceeds A$15,000 worth of NAB, calculated by reference to NAB applied for by you as Custodian on their behalf under: i. the 2009 SPP; ii. the 2008 SPP; and iii. any other NAB shares issued to you as Custodian in the 12 months before your application under an arrangement similar to the 2009 SPP, in each case, as a result of an instruction given by them to you as Custodian to apply for NAB shares on their behalf; and any such additional or varied information as might be required under any more specific ASIC relief that might be granted to NAB in relation to the 2009 SPP. For the purposes of ASIC Class Order [CO 09/425] you are a custodian if you are a registered holder that: holds an Australian financial services licence that: i. covers the provision of a custodial or depository service (as defined in section 766E of the Corporations Act); or ii. includes a condition requiring the holder to comply with ASIC Class Order [CO 02/294]; or is exempt under: i. paragraph (1)(k) of the Corporations Regulations 2001; or ii. under ASIC Class Order [CO 05/1270] to the extent that it relates to ASIC Class Order [CO 03/184], from the requirement to hold an Australian financial services licence for the provision of a custodial or depository service. If you hold NAB as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply. Custodians should have received a Custodian Certificate with these SPP Terms and Conditions. If you did not receive a Custodian Certificate or would like further information on how to apply, you should contact the Shareholder Information Line. Participation is optional Participation in the 2009 SPP is entirely optional (subject to the eligibility criteria set out above). The offer to acquire NAB is not a recommendation. If you are in any doubt about this offer, whether you should participate in the 2009 SPP or how such participation will affect you (particularly given the current volatility in financial markets), you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer. NAB also recommends that you monitor the NAB Share price, which can be found on NAB s website at or in the financial pages of major Australian metropolitan newspapers, or on the Australian Securities Exchange website at (ASX code: NAB). Applications may be scaled back The 2009 SPP will be capped at A$750 million and NAB will scale back applications if they exceed A$750 million in aggregate. If applications are scaled back, any difference in purchase price will be refunded by NAB, without interest, following allotment. Offer price The offer price for each NAB Share under the 2009 SPP is the lesser of: A$21.50, being the price at which NAB were issued to institutional investors under the placement; and the volume-weighted average price of NAB traded in the ordinary course on ASX during the 5 trading days up to, and including, the day on which the 2009 SPP offer is scheduled to close (Friday, 21 August 2009), rounded down to the nearest cent. Therefore, the maximum price that shareholders eligible to participate in the 2009 SPP will pay is A$21.50 per NAB Share. You should note that the NAB Share price may rise or fall between the date of this offer and the date when NAB are allotted and issued to you under the 2009 SPP. This means that the price you pay per NAB Share pursuant to this offer may be either higher or lower than the NAB Share price at the time of the offer or at the time the NAB are issued and allotted to you under the 2009 SPP. How much can you invest? The offer under the 2009 SPP needs to comply with the limit in ASIC Class Order [CO 09/425]. Under the class order, eligible shareholders may only acquire a maximum of A$15,000 worth of NAB shares under a share purchase plan in any 12-month period. NAB conducted a share purchase plan in December 2008 under which eligible shareholders were invited to apply for up to A$10,000 worth of NAB shares (the 2008 SPP). This means that eligible shareholders must not acquire more than A$15,000 worth of NAB shares, in aggregate, after combining their participation in the 2008 SPP (if any) with an application made under this 2009 SPP (the Aggregate SPP Participation).

6 Hence, if you are eligible to participate in this 2009 SPP, and you: did participate in the 2008 SPP, you may only apply for up to such amount of NAB which is equal to A$15,000 less the amount of NAB shares which you acquired under the 2008 SPP; did not participate in the 2008 SPP, you may apply for up to A$15,000 worth of NAB under the 2009 SPP. For example, if you acquired A$10,000 worth of NAB shares in the 2008 SPP, you may only apply for a maximum of A$5,000 worth of NAB in this 2009 SPP. Subject to complying with the Aggregate SPP Participation, if you participated in the 2008 SPP, you may apply for a parcel of NAB valued at A$500, A$1,000, A$5,000, A$10,000, A$14,000 or A$14,500. If you did not participate in the 2008 SPP, you may apply for a parcel of NAB valued at A$500, A$1,000, A$5,000, A$10,000 or A$15,000. These limitations apply even if you receive more than one Application Form or if you hold shares in NAB in more than one capacity, e.g. if you are both a sole and joint holder of shares in NAB see Eligibility to participate in the 2009 SPP above. Certification by eligible shareholders By submitting the Application Form (together with a cheque, bank draft or money order) or making a BPAY payment, you certify that the aggregate of the application price paid by you for: (a) the NAB the subject of such Application Form or BPAY payment; and (b) any other NAB applied for by you, or which you have instructed a Custodian to acquire on your behalf, under the 2009 SPP, the 2008 SPP and/or any similar arrangement operated by NAB in the 12 months prior to the date of submission of the Application Form or BPAY payment, does not exceed A$15,000. The A$15,000 limit applies irrespective of the number of NAB you hold on the Record Date. NAB reserves the right, and in certain circumstances may be required by ASIC Class Order [CO 09/425] or other conditions, to reject any application for NAB under the 2009 SPP to the extent it considers, or is reasonably satisfied, that the application (whether alone or in conjunction with other applications) does not comply with these requirements. Calculation of the number of NAB to be issued to you In the absence of scale back, and subject to you meeting the Aggregate SPP Participation requirement, the number of NAB to be issued to you will be calculated by dividing the value of NAB that you apply for by the offer price, then rounding up to the nearest whole number of NAB. For example, where you comply with the Aggregate SPP Participation requirement, and in the absence of scale back, if you apply for A$15,000 of NAB and the offer price is A$21.50 per NAB Share, you will be allotted 698 NAB. If NAB scales back applications, the amount of your application as scaled back may not be equal to a whole number of NAB. In that event, the number of NAB allotted to you will be rounded up to the nearest whole number of NAB. Non-renounceable offer The offer to acquire NAB under the 2009 SPP is nonrenounceable. This means that you cannot transfer your right to purchase NAB under the offer to anyone else. No other participation costs No brokerage, commission or other participation costs are payable by you in respect of the acquisition of NAB under the 2009 SPP. Ranking of NAB All NAB issued under the 2009 SPP will rank equally with existing NAB from the date of issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing NAB. Class Order [CO 09/425] compliance This offer of NAB under the 2009 SPP is made in accordance with the requirements of ASIC Class Order [CO 09/425], as varied by an instrument of relief granted to NAB. That Class Order grants relief from the requirement to prepare a prospectus for the offer of shares under the 2009 SPP. The instrument grants relief from the requirement in paragraph 8 of the class order which would otherwise require eligible shareholders to provide NAB with a certificate where the eligible shareholder makes a payment using BPAY. If ASIC grants additional relief to NAB to allow clients of second-level or subsequent level custodians to participate, then any additional or varied ASIC requirements will apply to participation on behalf of such clients. Binding terms By accepting the offer to purchase NAB under the 2009 SPP, you agree to be bound by these terms and conditions and NAB s constitution. How to apply for NAB under the 2009 SPP If you would like to apply for NAB under the 2009 SPP, you can either: complete the enclosed Application Form and return it together with your cheque, bank draft or money order made payable to NAB Share Purchase Plan Account drawn on an Australian bank and in Australian dollars for the correct amount, in the enclosed reply-paid envelope (New Zealand holders will need to affix the appropriate postage stamp); or make a BPAY payment by using the personalised reference number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY you do not need to return your Application Form. Registered to BPAY Pty Ltd ABN

7 New Zealand holders will not be able to make a payment using BPAY. Do not forward cash. Receipts for payment will not be issued. Applications will not be accepted at NAB branches. Applications may only be made for parcels of NAB in the amounts designated on the application. If the amount of the cheque tendered with your Application Form or your BPAY payment is: less than A$500 NAB will not allot any NAB to you and will refund your application money to you; greater than A$15,000 subject to scale back and the Aggregate SPP Participation, NAB will allot the maximum number of NAB to you and will refund the excess application money to you; or for an amount between A$500 and A$15,000 that is not one of the designated amounts subject to scale back and the Aggregate SPP Participation, NAB will allot to you the number of NAB that would have been allotted had you applied for the highest designated amount that is less than the amount of your cheque or BPAY payment, and will refund the excess application money to you; or for an amount which will result in, or which NAB reasonably believes will result in, you exceeding the Aggregate SPP Participation subject to scale back, NAB will allot to you the number of NAB that would have been allotted had you applied for the highest designated amount that is less than the amount of your cheque or BPAY payment which NAB reasonably believes would result in you complying with the Aggregate SPP Participation, and will refund the excess application money to you. Applications must be received by 5.00pm (AEST) on Friday, 21 August Applications received after that time will not be accepted. Applications and payments under the 2009 SPP may not be withdrawn once they have been received by NAB. Application money will not bear interest as against NAB under any circumstances. Please read the enclosed 2009 SPP Application Form for further details of how to apply for NAB under the 2009 SPP. If you apply to participate in the 2009 SPP by submitting a BPAY payment or completing and returning the application form, you will be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are an eligible shareholder; (b) you acknowledge that the NAB have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the NAB may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you have not and will not send any materials relating to the 2009 SPP to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person. Allotment and quotation dates NAB are expected to be allotted under the 2009 SPP on Monday, 31 August 2009 and NAB will apply for those NAB to be listed for quotation on ASX. NAB expects to dispatch a holding statement or confirmation advice in respect of the NAB allotted to you under the 2009 SPP on Wednesday, 2 September You should confirm your holding before trading in any NAB you believe have been allotted to you under the 2009 SPP. Privacy For details regarding NAB s privacy policy and how your personal information is managed, please visit and click on the Privacy Policy link. Withdrawal, suspension, termination, anomalies and disputes NAB reserves the right to waive strict compliance with any provision of these terms and conditions, to amend or vary these terms and conditions and to suspend or terminate the 2009 SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where NAB does not notify you of that event. NAB may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the 2009 SPP, whether generally or in relation to any participant or application. Any determinations by NAB will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. NAB s rights may be exercised by the Board or any delegate of the Board. If you have any questions in respect of the 2009 SPP, please contact our Share Registry, Computershare Investor Services Pty Limited on: Telephone: Telephone: Governing law (within Australia) (outside Australia) This offer is governed by the law in force in Victoria. By accepting this offer, you submit to the non-exclusive jurisdiction of the courts of Victoria. No underwriting The 2009 SPP will not be underwritten. NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS. This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person or in any other jurisdiction in which such an offer would be illegal. The NAB issued in the 2009 SPP have not been, and will not be, registered under the Securities Act and may not be offered, sold or delivered, directly or indirectly, in, or to persons in, the United States, except in accordance with an available exemption from registration National Australia Bank Limited ABN AFSL A0709

8 Please return completed form to: By Mail: NAB Share Purchase Plan Locked Bag Melbourne Victoria 3001 Australia Need assistance? (within Australia) (outside Australia) Paperclip cheque(s) here. Do not staple. SHARE PURCHASE PLAN APPLICATION FORM Entitlement Number: Record Date: 7.00pm (AEST) 27 July 2009 Offer Closes: 5.00pm (AEST) 21 August 2009 This personalised form can only be used in relation to the shareholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser. Pursuant to the terms and conditions of the NAB Share Purchase Plan (SPP) set out in the document sent to eligible NAB shareholders dated 31 July 2009, NAB is offering eligible shareholders the opportunity to purchase fully paid ordinary shares in NAB up to a maximum value of A$15,000 per eligible shareholder, subject to a minimum application of A$500 and also subject to adjustment for any participation by you in NAB s December 2008 share purchase plan (2008 SPP). Eligible shareholders are persons who are eligible to apply for NAB in accordance with the terms and conditions of the SPP offer. The offer price of NAB under the SPP is set out in the terms and conditions of the SPP offer. Subject to the SPP terms and conditions, the number of NAB issued to you will be rounded up to the nearest whole number of NAB, after dividing the dollar amount of your application by the offer price. If you do not wish to purchase new shares under this offer, you do not need to take action. By making your payment, you agree to be bound by the constitution of NAB and agree that the submission of payment to NAB constitutes an irrevocable offer by you to NAB to subscribe for NAB on the terms of the SPP. In addition, by submitting the Application Slip below (together with a cheque, bank draft or money order) or making a BPAY payment, you certify that the aggregate of the application price paid by you for: the NAB the subject of the Application Slip or BPAY payment; and any other NAB applied for by you, or which you have instructed a Custodian to acquire on your behalf, under this SPP, the 2008 SPP and/or any similar arrangement operated by NAB in the 12 months prior to the date of submission of the Application Slip or BPAY payment, does not exceed A$15,000. The SPP offer does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act ) ( U.S. person ). By completing and returning this Application Form or making a payment by BPAY, you will be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are an eligible shareholder as described in the SPP booklet; (b) you acknowledge that the NAB have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the NAB may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you have not and will not send any materials relating to the 2009 SPP to any person in the United States or that is, or is acting for the account or benefit of a U.S. person. METHOD OF ACCEPTANCE You can apply for shares and make your payment using one of the payment options detailed on the back of this Application Form. NAB may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by NAB will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. NAB reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where NAB does not notify you of that event. Applications and payments under the SPP may not be withdrawn once they have been received by NAB _00V4KG Registered to BPAY Pty Ltd ABN A$ A$ I/We wish to purchase: A$500* A$1,000* A$5,000* A$10,000* A$14,000* of NAB or of NAB or of NAB or of NAB or of NAB or * These share amounts may be subject to scale-back in accordance with the terms of the SPP. Payment Details Please note that funds are unable to be directly debited from your bank account Drawer Cheque number BSB number Account number Cheque amount Make your cheque or bank draft payable to NAB Share Purchase Plan Account and crossed Not Negotiable Contact Details Please provide your contact details in case we need to speak to you about this slip Name of contact person Please see overleaf for Payment Options A$ NAB Acquired under 2008 SPP Maximum A$ amount available for purchase in 2009 SPP A$ Contact person s daytime telephone number ( ) A$14,500* of NAB

9 How to accept the Share Purchase Plan Payment Details You can apply for shares by using the payment options detailed below. There is no requirement to return the slip below if you are paying by BPAY. By making your payment using either BPAY or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the SPP as enclosed with this form. Your cheque, bank draft or money order should be made payable to NAB Share Purchase Plan Account in Australian dollars and crossed Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Complete cheque details in the boxes provided on the front page. Please note that funds are unable to be directly debited from your bank account. If paying by cheque, bank draft or money order return the Application Slip below and cheque, bank draft or money order in the envelope provided. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Slip below where indicated. Cash will not be accepted. A receipt for payment will not be forwarded. Contact Details Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the Application Slip below. Lodgement of Application If you are applying for shares and your payment is being made by BPAY, you do not need to return the slip below. Your payment must be received by no later than 5.00pm (AEST) on 21 August Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. New Zealand shareholders are not able to make a payment using BPAY. If you are paying by cheque, bank draft or money order, the Application Slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 21 August You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the Application Slip below with your cheque, bank draft or money order attached. If you are a Custodian within the definition of ASIC Class Order [CO 09/425] you must submit a custodian certificate to NAB. If you did not receive a custodian certificate, contact CIS. If you need further information to determine whether you are a custodian, see the SPP terms and conditions which accompanied this Application Form or contact CIS. Neither CIS nor NAB accepts any responsibility if you lodge the slip below at any other address or by any other means. Privacy Statement Personal information is collected on this form by CIS, as registrar for securities issuers ( the issuer ), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001 (Cth), you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or privacy@computershare.com.au If you have any enquiries concerning this form or your entitlement, please contact CIS on (within Australia) or (outside Australia). This form may not be used to notify your change of address. For information, please contact CIS on or visit (certificated/ issuer sponsored holders only). CHESS holders must contact their Controlling Participant to notify a change of address _00V4KG Payment Options: Biller Code: Ref No: Telephone & Internet Banking BPAY Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: By Mail NAB Share Purchase Plan Locked Bag Melbourne Victoria 3001 Australia

10 Please return completed form to: By Mail: NAB Share Purchase Plan Locked Bag Melbourne Victoria 3001 Australia Need assistance? (within Australia) (outside Australia) SHARE PURCHASE PLAN APPLICATION FORM Entitlement Number: Record Date: 7.00pm (AEST) 27 July 2009 Offer Closes: 5.00pm (AEST) 21 August 2009 This personalised form can only be used in relation to the shareholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser. Pursuant to the terms and conditions of the NAB Share Purchase Plan (SPP) set out in the document sent to eligible NAB shareholders dated 31 July 2009, NAB is offering eligible shareholders the opportunity to purchase fully paid ordinary shares in NAB up to a maximum value of A$15,000 per eligible shareholder, subject to a minimum application of A$500 and also subject to adjustment for any participation by you in NAB s December 2008 share purchase plan (2008 SPP). Eligible shareholders are persons who are eligible to apply for NAB in accordance with the terms and conditions of the SPP offer. The offer price of NAB under the SPP is set out in the terms and conditions of the SPP offer. Subject to the SPP terms and conditions, the number of NAB issued to you will be rounded up to the nearest whole number of NAB, after dividing the dollar amount of your application by the offer price. If you do not wish to purchase new shares under this offer, you do not need to take action. By making your payment, you agree to be bound by the constitution of NAB and agree that the submission of payment to NAB constitutes an irrevocable offer by you to NAB to subscribe for NAB on the terms of the SPP. In addition, by submitting the Application Slip below (together with a cheque, bank draft or money order) or making a BPAY payment, you certify that the aggregate of the application price paid by you for: the NAB the subject of the Application Slip or BPAY payment; and any other NAB applied for by you, or which you have instructed a Custodian to acquire on your behalf, under this SPP, the 2008 SPP and/or any similar arrangement operated by NAB in the 12 months prior to the date of submission of the Application Slip or BPAY payment, does not exceed A$15,000. The SPP offer does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act ) ( U.S. person ). By completing and returning this Application Form or making a payment by BPAY, you will be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are an eligible shareholder as described in the SPP booklet; (b) you acknowledge that the NAB have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the NAB may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you have not and will not send any materials relating to the 2009 SPP to any person in the United States or that is, or is acting for the account or benefit of a U.S. person. METHOD OF ACCEPTANCE You can apply for shares and make your payment using one of the payment options detailed on the back of this Application Form. NAB may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by NAB will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. NAB reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where NAB does not notify you of that event. Applications and payments under the SPP may not be withdrawn once they have been received by NAB _00V4LF Registered to BPAY Pty Ltd ABN Please see overleaf for Payment Options Paperclip cheque(s) here. Do not staple. I/We wish to purchase: A$500* A$1,000* A$5,000* of NAB or of NAB or of NAB or * These share amounts may be subject to scale-back in accordance with the terms of the SPP. Payment Details Please note that funds are unable to be directly debited from your bank account Drawer Cheque number BSB number Account number A$10,000* of NAB Make your cheque or bank draft payable to NAB Share Purchase Plan Account and crossed Not Negotiable Contact Details Please provide your contact details in case we need to speak to you about this slip Name of contact person or Cheque amount A$ Contact person s daytime telephone number ( ) A$15,000* of NAB

11 How to accept the Share Purchase Plan Payment Details You can apply for shares by using the payment options detailed below. There is no requirement to return the slip below if you are paying by BPAY. By making your payment using either BPAY or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the SPP as enclosed with this form. Your cheque, bank draft or money order should be made payable to NAB Share Purchase Plan Account in Australian dollars and crossed Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Complete cheque details in the boxes provided on the front page. Please note that funds are unable to be directly debited from your bank account. If paying by cheque, bank draft or money order return the Application Slip below and cheque, bank draft or money order in the envelope provided. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Slip below where indicated. Cash will not be accepted. A receipt for payment will not be forwarded. Contact Details Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the Application Slip below. Lodgement of Application If you are applying for shares and your payment is being made by BPAY, you do not need to return the slip below. Your payment must be received by no later than 5.00pm (AEST) on 21 August Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. New Zealand shareholders are not able to make a payment using BPAY. If you are paying by cheque, bank draft or money order, the Application Slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 21 August You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the Application Slip below with your cheque, bank draft or money order attached. If you are a Custodian within the definition of ASIC Class Order [CO 09/425] you must submit a custodian certificate to NAB. If you did not receive a custodian certificate, contact CIS. If you need further information to determine whether you are a custodian, see the SPP terms and conditions which accompanied this Application Form or contact CIS. Neither CIS nor NAB accepts any responsibility if you lodge the slip below at any other address or by any other means. Privacy Statement Personal information is collected on this form by CIS, as registrar for securities issuers ( the issuer ), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001 (Cth), you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or privacy@computershare.com.au If you have any enquiries concerning this form or your entitlement, please contact CIS on (within Australia) or (outside Australia). This form may not be used to notify your change of address. For information, please contact CIS on or visit (certificated/ issuer sponsored holders only). CHESS holders must contact their Controlling Participant to notify a change of address _00V4LF Payment Options: Biller Code: Ref No: Telephone & Internet Banking BPAY Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: By Mail NAB Share Purchase Plan Locked Bag Melbourne Victoria 3001 Australia