Bond Australia National Bank Ltd 3.4% ( XS2197333136 ) in AUD

Australia National Bank Ltd

100 % ⇌

Australia

XS2197333136 ( in AUD )

3.4% per year ( payment 1 time a year)

29/06/2040

Prospectus brochure of the bond National Australia Bank Ltd XS2197333136 en AUD 3.4%, maturity 29/06/2040

200 000 AUD

215 000 000 AUD

30/06/2026 ( In 196 days )

National Australia Bank Ltd. (NAB) is one of Australia's "Big Four" banks, offering a wide range of financial products and services to personal, business, and institutional customers across Australia and globally.

The Bond issued by Australia National Bank Ltd ( Australia ) , in AUD, with the ISIN code XS2197333136, pays a coupon of 3.4% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/06/2040

OFFERING CIRCULAR DATED 16 NOVEMBER 2020.

NATIONAL AUSTRALIA BANK LIMITED
BANK OF NEW ZEALAND
(ABN 12 004 044 937)
(incorporated with limited liability in the Commonwealth of Australia)
(incorporated in New Zealand with limited liability under registered
number 428849)

BNZ INTERNATIONAL FUNDING LIMITED,
acting through its London Branch
(incorporated in New Zealand with limited liability under registered number 1635202
and registered as a branch in England & Wales under numbers BR008377 and FC026206)
U.S.$100,000,000,000 Global Medium Term Note Programme

unconditionally and irrevocably guaranteed in the case of Notes issued by
BNZ International Funding Limited, acting through its London Branch by

BANK OF NEW ZEALAND
(incorporated in New Zealand with limited liability under registered number 428849)

Under this U.S.$100,000,000,000 Global Medium Term Note Programme (the Programme), National Australia Bank Limited (ABN 12 004 044
937) (NAB), Bank of New Zealand (BNZ) and BNZ International Funding Limited, acting through its London Branch (BNZ-IF) (each, an Issuer and
together, the Issuers), may from time to time issue notes (the Notes, which include Senior Notes (in the case of NAB and BNZ), Guaranteed Senior
Notes (in the case of BNZ-IF) and Subordinated Notes (in the case of NAB only) as such terms are defined on pages 125-126 of this Offering
Circular) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Any Notes issued under the
Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes in issue
prior to the date hereof. The payment of all amounts owing in respect of Guaranteed Senior Notes issued by BNZ-IF will be unconditionally and
irrevocably guaranteed by BNZ (in such capacity, the Guarantor). Notes may be issued in bearer or registered form (respectively, Bearer Notes and
Registered Notes).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 2 of this Offering Circular and any additional Dealer
appointed under the Programme from time to time by the Issuers (each, a Dealer and together, the Dealers), which appointment may be for a specific
issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to
be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
This Offering Circular has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the Competent Authority
or the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only approves this Offering
Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF
should not be considered as an endorsement of any of the Issuers, the Guarantor or of the quality of the Notes. Investors should make their own
assessment as to the suitability of investing in the Notes.
Application has been made to:
(i)
the CSSF to approve this Offering Circular in connection with the issue by the Issuers of Notes:
(a) with a minimum denomination of at least 100,000 (or its equivalent in any other currency) to be admitted to the official list
and traded on the Regulated Market of the Luxembourg Stock Exchange (the Regulated Market of the Luxembourg Stock
Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU as
amended (MiFID II))); and
(b)
with a minimum denomination of at least 1,000 (or its equivalent in any other currency) to be admitted to the official list and
traded only on a specific segment of the Regulated Market of the Luxembourg Stock Exchange to which only qualified
investors (as defined in the Prospectus Regulation) have access,
in each case, in accordance with the Prospectus Regulation (PR Notes); and
(ii)
the Luxembourg Stock Exchange to approve this Offering Circular in connection with the issue by the Issuers of Notes with a minimum
denomination of at least 100,000 (or its equivalent in any other currency) (the Exempt Notes) to be admitted to trading on the
Luxembourg Stock Exchange's Euro MTF market and the professional segment of the Euro MTF market (the Euro MTF market is not a
regulated market pursuant to the provisions of MiFID II, but is subject to the supervision of the Luxembourg financial sector and stock
exchange regulator, the CSSF) (the Euro MTF Market).
Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market and, where such Notes are, in addition, issued with a
minimum denomination of at least 100,000 or otherwise fall within an exemption under the Prospectus Regulation from the requirement to publish a
prospectus, such Notes are, in addition, hereinafter also referred to in this Offering Circular as Exempt Notes.
For the avoidance of doubt, each Issuer may also issue Notes with a minimum denomination of less than 100,000 (or its equivalent in any other
currency) which are offered to the public in the European Economic Area (and hereinafter also referred to in this Offering Circular as the EEA) or the
United Kingdom (and hereinafter also referred to in this Offering Circular as the UK) and fall within an exemption under the Prospectus Regulation
from the requirement to publish a prospectus.
This Offering Circular (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which
are to be admitted to trading on a regulated market in the European Economic Area or the United Kingdom. The obligation to supplement

this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Offering
Circular is no longer valid and the validity of this Offering Circular will expire on 16 November 2021.
The CSSF has neither approved nor reviewed information contained in this Offering Circular in connection with Exempt Notes, including
the form of Final Terms in respect of Exempt Notes. In accordance with Article 6(4) of the Luxembourg act dated 16 July 2019 on
prospectuses for securities (the Prospectus Act 2019), by approving this Offering Circular, in accordance with Article 20 of the Prospectus
Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the
Issuers.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or additional stock exchange(s), or
market(s), as may be agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Senior Notes) and the relevant Dealer. References
in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to the official list and to
trading on (i) the Regulated Market of the Luxembourg Stock Exchange or (ii) the Euro MTF Market.
Notice of, inter alia, the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes which are
applicable to each Tranche of Notes will be set out in the applicable Final Terms (the Final Terms) which, with respect to all Notes to be listed on the
Regulated Market of the Luxembourg Stock Exchange or the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange and, where
applicable, the Competent Authority, on or before the date of issue of the Notes of such Tranche.
Information relating to the ratings of the Programme and issues of Notes under the Programme is set out on pages 78 to 79 of this Offering
Circular.
Neither the Notes nor the Guarantee (as defined under "Terms and Conditions of the Notes") (in the case of Guaranteed Senior Notes) have been or
will be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or
other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. The Notes may not be
offered or sold (or, in the case of Bearer Notes, delivered) in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act (Regulation S)), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. See "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are
subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions".
Investors in Hong Kong should not purchase Subordinated Notes (as defined herein) in the primary or secondary markets unless they are professional
investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary legislation) only and understand the
risks involved. Subordinated Notes are generally not considered suitable for purchase by retail investors.
An investment in Notes issued under the Programme involves certain risks. In particular, Subordinated Notes are complex financial
instruments with high risk. There are risks inherent in the holding of Subordinated Notes, including the risks in relation to their
subordination, the circumstances in which the Subordinated Notes may be written down or converted into ordinary shares in the capital of
NAB and the implications on holders of Subordinated Notes (such as a substantial loss). The circumstances in which such holders may suffer
loss as a result of holding the Subordinated Notes are difficult to predict and the quantum of any loss incurred by investors in the
Subordinated Notes in such circumstances is also highly uncertain. For a discussion of these risks see "Risk Factors".

Arranger
DEUTSCHE BANK

Dealers
BOFA SECURITIES
BNP PARIBAS
CITIGROUP
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
MORGAN STANLEY
NATIONAL AUSTRALIA BANK LIMITED
RBC CAPITAL MARKETS
TD SECURITIES
UBS INVESTMENT BANK
WELLS FARGO SECURITIES
0083121-0000440 UKO2: 2001152480.25
2

This Offering Circular comprises (i) a prospectus for the issuance of Notes under the Programme by
NAB; (ii) a prospectus for the issuance of Notes under the Programme by BNZ; and (iii) a prospectus
for the issuance of Guaranteed Senior Notes under the Programme by BNZ-IF. Each prospectus
constitutes, in respect of all Notes other than Exempt Notes issued under the Programme, a base
prospectus for the purposes of Article 8 of the Prospectus Regulation and, for Exempt Notes to be
listed on the Euro MTF Market, a base prospectus for the purposes of Part IV of the Prospectus Act
2019. When used in this Offering Circular, Prospectus Regulation means Regulation (EU) 2017/1129.
Each Issuer and the Guarantor (together, the Responsible Persons) accepts responsibility for the
information contained in this Offering Circular (and the Final Terms for each Tranche of Notes issued
under the Programme) in respect to itself only and the Notes. The Responsible Persons, each having
taken all reasonable care to ensure that such is the case, confirm that such information is, to the best
of their knowledge, in accordance with the facts and contains no omission likely to affect its import.
Copies of Final Terms will be available from the registered office of the relevant Issuer and the
Guarantor (in the case of Guaranteed Senior Notes) and specified office set out below of each of the
Paying Agents (as defined below).
This Offering Circular is to be read in conjunction with all documents or parts of documents which
are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference and Credit
Ratings" below). This Offering Circular shall be read and construed on the basis that those documents
are incorporated in, and form part of, this Offering Circular.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference and Credit Ratings"), the information on the websites to which
this Offering Circular refers does not form part of this Offering Circular and has not been scrutinised
or approved by the CSSF.
Following the publication of this Offering Circular, a supplement to this Offering Circular approved
by the Competent Authority pursuant to Article 23 of the Prospectus Regulation may be prepared by
any of the Issuers (a Supplement to this Offering Circular). Any such Supplement to this Offering
Circular will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). Each of
the Issuers and the Guarantor will, in the event of any significant new factor, material mistake or
material inaccuracy relating to information included in this Offering Circular which is capable of
affecting the assessment of any Notes, prepare a Supplement to this Offering Circular or publish a
new Offering Circular for use in connection with any subsequent issue of Notes.
In relation to Exempt Notes to be listed, following the publication of this Offering Circular, a
supplement to this Offering Circular approved by the Luxembourg Stock Exchange (as competent
entity for the purposes of Part IV of the Prospectus Act 2019) may be prepared by any of the Issuers
pursuant to rule 206 of Part 2, Chapter 2 of the rules and regulations of the Luxembourg Stock
Exchange (an Exempt Notes Supplement to this Offering Circular). In accordance with rule 205 of
Part 2, Chapter 2 of the rules and regulations of the Luxembourg Stock Exchange, any such Exempt
Notes Supplement to this Offering Circular will be available, free of charge, at the registered offices of
the Issuers and the Guarantor and on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and copies may be obtained free of charge from the specified office of the Agent at Winchester House,
1 Great Winchester Street, London EC2N 2DB. Each of the Issuers and the Guarantor will, in the
event of any significant new factor relating to information included in this Offering Circular which is
capable of affecting the assessment of any Exempt Notes to be listed, prepare an Exempt Notes
Supplement to this Offering Circular or publish a new Offering Circular for use in connection with
any subsequent issue of Exempt Notes to be listed.
0083121-0000440 UKO2: 2001152480.25
3

Deutsche Trustee Company Limited, as trustee for the holders of the Notes (the Trustee), has not
independently verified the information contained herein. No representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee
as to the accuracy or completeness of the information contained or incorporated in this Offering
Circular or any other information provided by the Issuers or the Guarantor in connection with the
Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or
incorporated by reference in this Offering Circular or any other information provided by the Issuers
or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuers, the Guarantor, any of the Dealers or the Trustee to
give any information or to make any representation not contained in or not consistent with this
Offering Circular or any other information supplied in connection with the Programme or the Notes
and, if given or made, such information or representation must not be relied upon as having been
authorised by any of the Issuers, the Guarantor or any of the Dealers or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by any of the Issuers, the Guarantor or any of the Dealers or the
Trustee that any recipient of this Offering Circular or any other information supplied in connection
with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and/or the Guarantor.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes nor the issue of any Notes constitutes an offer or invitation by or on behalf of any Issuer
or the Guarantor or any of the Dealers or the Trustee to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained in it concerning any Issuer and/or the
Guarantor is correct at any time subsequent to its date or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers and the Trustee expressly do not undertake to review the
financial condition or affairs of any Issuer or the Guarantor during the life of the Programme or to
advise any investor in Notes issued under the Programme of any information coming to their
attention. Investors should review, inter alia, the most recently published documents incorporated by
reference into this Offering Circular when deciding whether or not to purchase any Notes.
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986, as amended (the Code), and the regulations promulgated
thereunder.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. None of the Issuers, the Guarantor, the Dealers or the Trustee
represents that this Offering Circular 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 pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by any Issuer, the Guarantor,
any of the Dealers or the Trustee which is intended to permit a public offering of any Notes or
distribution of this Offering Circular in any jurisdiction where action for that purpose is required. No
Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published, in any jurisdiction, except
0083121-0000440 UKO2: 2001152480.25
4

under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Notes may come must inform themselves about,
and observe, any such restrictions on the distribution of this Offering Circular and the offer and sale
of Notes. In addition, there are particular restrictions on the distribution of this Offering Circular and
the offer or sale of Notes in the United States and its territories or possessions or to any resident
thereof, the EEA (including Austria, France, Italy and Belgium and, for these purposes, the United
Kingdom), New Zealand (and hereinafter also referred to in this Offering Circular as NZ), Hong
Kong, Japan, Singapore, Switzerland, Canada, China, the Republic of Korea and the Commonwealth
of Australia (Australia); see "Subscription and Sale and Transfer and Selling Restrictions".
This Offering Circular has been prepared on the basis that any Notes with a minimum denomination
of less than 100,000 (or equivalent in another currency) will (i) only be admitted to trading on an
EEA regulated market (as defined in MiFID II), or a specific segment of an EEA regulated market, to
which only qualified investors (as defined in the Prospectus Regulation) can have access (in which case
they shall not be offered or sold to non-qualified investors) or (ii) only be offered to the public in an
EEA Member State pursuant to an exemption under Article 1(4) of the Prospectus Regulation (and for
these purposes, references to the EEA include the United Kingdom).
SUITABILITY OF INVESTMENT
In making an investment decision, investors must rely on their own examination of the relevant Issuer
and the Guarantor (in the case of Guaranteed Senior Notes) and the terms of the Notes being offered,
including the merits and risks involved.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Offering Circular or any applicable Supplement to this Offering Circular;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
The Subordinated Notes discussed in this Offering Circular are complex financial instruments with
high risk. More generally, legal investment considerations may restrict certain investments. The
investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of
0083121-0000440 UKO2: 2001152480.25
5

any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the MiFID Product Governance Rules.
IMPORTANT EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and
UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the
United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling
the Notes or otherwise making them available to retail investors in the EEA or in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
U.S. INFORMATION
NEITHER THE NOTES NOR THE GUARANTEE (IN THE CASE OF GUARANTEED SENIOR
NOTES) HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE NOTES MAY NOT BE OFFERED OR SOLD (OR, IN THE CASE
OF BEARER NOTES, DELIVERED) 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), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE NOTES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE THE FOREGOING
AUTHORITIES APPROVED THIS OFFERING CIRCULAR OR CONFIRMED THE ACCURACY
OR DETERMINED THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS
OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NONE OF THE DEALERS, THE ISSUERS, THE GUARANTOR OR THE TRUSTEE MAKES ANY
REPRESENTATION TO ANY INVESTOR IN THE NOTES REGARDING THE LEGALITY OF
0083121-0000440 UKO2: 2001152480.25
6

ITS INVESTMENT UNDER ANY APPLICABLE LAWS. ANY INVESTOR IN THE NOTES
SHOULD BE ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES
FOR AN INDEFINITE PERIOD OF TIME.
This Offering Circular has been prepared by the Issuers and the Guarantor for use in connection with
the offer and sale of the Notes (1) outside the United States to persons that are not U.S. persons
pursuant to Regulation S under the Securities Act and (2) with respect to Registered Notes, to
qualified institutional buyers within the meaning of Rule 144A (QIBs), in reliance upon Rule 144A of
the Securities Act (Rule 144A), or in transactions otherwise exempt from, or not subject to, the
registration requirements under the Securities Act. Each purchaser of Registered Notes that is a U.S.
person (as defined in Regulation S) is hereby notified that the offer and sale of any Registered Notes to
it may be being made in reliance upon the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.
Each purchaser or holder of Notes will be deemed, by its acceptance or purchase of any such Notes, to
have made certain representations and agreements intended to restrict the resale or other transfer of
such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless otherwise
stated, terms used in this paragraph have the meanings given to them in "Form of the Notes".
The Notes may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, the Notes may not be offered or sold or, in the case of Notes in bearer form,
delivered, in the United States or to or for the account or benefit of, United States persons as defined
in the Code and regulations thereunder.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" as defined in Rule 144(a)(3) of the Securities Act, each of the Issuers has
undertaken in the Trust Deed to furnish, upon the request of a holder of such Notes or any beneficial
interest therein, to such holder or to a prospective purchaser designated by such holder or beneficial
owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at
the time of the request, the relevant Issuer is neither a reporting company under Section 13 or 15(d) of
the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
NAB is a corporation organised under the laws of Australia. All of the officers and directors named
herein reside outside the United States and all or a substantial portion of the assets of NAB and of such
officers and directors are located outside the United States. As a result, it may not be possible for
investors to effect service of process outside Australia upon NAB or such persons, or to enforce
judgments against them obtained in courts outside Australia predicated upon civil liabilities of NAB
or such directors and officers under laws other than Australian law, including any judgment
predicated upon United States federal securities laws. There is doubt as to the enforceability in
Australia in original actions or in actions for enforcement of judgments of United States courts of civil
liabilities predicated solely upon the federal securities laws of the United States.
BNZ, BNZ-IF and the Guarantor are corporations organised under the laws of New Zealand. All of
the respective officers and directors of BNZ, BNZ-IF and the Guarantor named herein reside outside
the United States and all or a substantial portion of the assets of each of BNZ, BNZ-IF and the
Guarantor and of their respective officers and directors are located outside the United States. As a
result, it may not be possible for investors to effect service of process outside New Zealand upon BNZ
or BNZ-IF or the Guarantor or upon such persons, or to enforce judgments against them obtained in
courts outside New Zealand predicated upon civil liabilities of BNZ or BNZ-IF or the Guarantor, as
the case may be, or their respective directors and officers under laws other than New Zealand law,
0083121-0000440 UKO2: 2001152480.25
7

including any judgment predicated upon United States federal securities laws. Each of BNZ, BNZ-IF
and the Guarantor has been advised by Russell McVeagh, their New Zealand counsel, that there is
doubt as to the enforceability in New Zealand in original actions or in actions for enforcement of
judgments of United States courts of civil liabilities predicated solely upon the federal securities laws
of the United States.
FORWARD-LOOKING STATEMENTS
This Offering Circular includes "forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. All statements other than statements of
historical facts included in this Offering Circular, including, without limitation, those regarding the
Issuers' and the Guarantor's financial position, business strategy, plans, targets, intentions and
objectives of management for future operations, are forward-looking statements. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the relevant Issuer or the Guarantor, or
industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking statements are based
on numerous assumptions regarding the present and future business strategies of the relevant Issuer
or the Guarantor and the environment in which they will operate in the future. These forward-looking
statements speak only as of the date of this Offering Circular. Each of the Issuers and the Guarantor
expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in the expectations of the relevant
Issuer or the Guarantor with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
BENCHMARKS REGULATION
Amounts payable on certain Floating Rate Notes issued under the Programme may be calculated by
reference to LIBOR, EURIBOR, SONIA, SOFR, HIBOR, CDOR, SIBOR, CNH HIBOR, NIBOR,
BBSW or BKBM as specified in the applicable Final Terms and each as defined below or in the Terms
and Conditions of the Notes. As at the date of this Offering Circular, each of ICE Benchmark
Administration Limited (as administrator of LIBOR), European Money Markets Institute (as
administrator of EURIBOR), Refinitiv Benchmark Services (UK) Limited (as administrator of
CDOR), ABS Benchmarks Administration Co Pte Ltd. (as administrator of SIBOR), Norske
Finansielle Referanser AS (as administrator of NIBOR) and ASX Benchmarks Limited (as
administrator of Australian Bank Bill Swap Reference Rate (BBSW)) appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority (ESMA) pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmarks
Regulation). As at the date of this Offering Circular, the administrators of SONIA, SOFR, CNH
HIBOR, HIBOR, NIBOR and the NZ Bank Bill Benchmark Rate (BKBM) do not appear on ESMA's
register of administrators and benchmarks under Article 36 of the Benchmarks Regulation. As far as
each Issuer is aware, (i) SONIA and SOFR do not fall within the scope of the Benchmarks Regulation,
and (ii) the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that each of
the Treasury Markets Association (as administrator of CNH HIBOR and HIBOR) and New Zealand
Financial Markets Association (as administrator of BKBM) is not currently required to obtain
authorisation/registration (or, if located outside the European Union (EU), recognition, endorsement
or equivalence).
SECTION 309B NOTIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (as
modified or amended from time to time, the SFA) and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuers have determined,
and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), unless otherwise
specified before an offer of Notes, that all Notes issued or to be issued under the Programme are
0083121-0000440 UKO2: 2001152480.25
8

classified as prescribed capital markets products (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
NAB maintains its financial books and records and prepares its financial statements in Australian
dollars in accordance with the requirements of the Corporations Act 2001 of Australia, accounting
standards and interpretations issued by the Australian Accounting Standards Board which differ in
certain respects from generally accepted accounting principles in the United States (U.S. GAAP).
In this Offering Circular all references to the "NAB Group" refer to NAB and its controlled entities.
In addition, references to "U.S. dollars" and "U.S.$" refer to United States dollars, references to
"Australian dollars" and "A$" refer to Australian dollars, references to "New Zealand dollars" and
"NZ$" refer to New Zealand dollars, references to "£" refer to pounds Sterling, references to "euro"
and "" refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the functioning of the European Union, as amended and
references to "Renminbi" and "CNY" are to the lawful currency of the People's Republic of China
and all references to the "PRC" and "China" are to the People's Republic of China excluding Hong
Kong, the Macao Special Administrative Region of the People's Republic of China and Taiwan.
0083121-0000440 UKO2: 2001152480.25
9

CONTENTS
Page
Overview of the Programme ............................................................................................................................ 11
Risk Factors ...................................................................................................................................................... 19
Documents Incorporated by Reference and Credit Ratings ............................................................................. 75
Form of the Notes ............................................................................................................................................. 80
Form of Final Terms ......................................................................................................................................... 85
Terms and Conditions of the Notes ................................................................................................................ 125
Use of Proceeds .............................................................................................................................................. 206
Description of NAB ........................................................................................................................................ 207
Description of BNZ ........................................................................................................................................ 219
Description of BNZ-IF ................................................................................................................................... 224
Book-Entry Clearance Systems ...................................................................................................................... 227
Taxation .......................................................................................................................................................... 232
United States Employee Retirement Income Security Act ............................................................................. 259
Subscription and Sale and Transfer and Selling Restrictions ......................................................................... 261
General Information ....................................................................................................................................... 273

In connection with the issue of any Tranche of Notes, any relevant Dealer or Dealers (if any) acting as
the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) may over-
allot Notes or effect transactions (in each case outside Australia and New Zealand and not on any
market in Australia or New Zealand) with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allocation must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of
any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
Neither NAB nor BNZ has authorisation of De Nederlandsche Bank N.V. to pursue the business of a bank in
the Netherlands and is not registered as a "licensed financial enterprise" pursuant to section 1:107 of the
Netherlands Financial Supervision Act (Wet op het financieel toezicht). NAB has authorisation of the
Australian Prudential Regulation Authority to pursue the business of a credit institution. BNZ is registered as
a bank and prudentially supervised by the Reserve Bank of New Zealand (RBNZ). In addition, NAB's
London Branch is authorised and regulated by the Financial Conduct Authority (the FCA), is subject to
limited regulation by the Prudential Regulation Authority, and has permission to carry on the regulated
activity of (amongst other things) accepting deposits, and is an authorised person for the purposes of the
Financial Services and Markets Act 2000.

0083121-0000440 UKO2: 2001152480.25
10