Obligation Austral National Bank 5.62% ( XS0177395901 ) en GBP

Société émettrice Austral National Bank
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Australie
Code ISIN  XS0177395901 ( en GBP )
Coupon 5.62% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation National Australia Bank (NAB) XS0177395901 en GBP 5.62%, échéance Perpétuelle


Montant Minimal 1 000 GBP
Montant de l'émission 400 000 000 GBP
Prochain Coupon 01/01/2026 ( Dans 179 jours )
Description détaillée La National Australia Bank (NAB) est une des quatre grandes banques australiennes, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant des services bancaires, de gestion de patrimoine, d'investissement et de marchés financiers.

L'Obligation émise par Austral National Bank ( Australie ) , en GBP, avec le code ISIN XS0177395901, paye un coupon de 5.62% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







OFFERING MEMORANDUM
£400,000,000
National Capital Trust I
Trust Preferred Securities
(liquidation amount of £1,000 per Trust Preferred Security)
guaranteed to the extent described in this offering memorandum by,
and each redeemable upon delivery of one GDR representing
one preference share (liquidation amount of £1,000 per share) of,
National Australia Bank Limited
ABN 12 004 044 937
· The Trust Preferred Securities. The trust preferred
If National's London branch redeems the debentures
securities represent preferred undivided beneficial
for cash, National Funding Trust redeems the funding
ownership interests in the assets of National Capital
preferred securities for cash and National Capital Trust
Trust. The sole assets of National Capital Trust will be
redeems the trust preferred securities for cash, you will
the funding preferred securities, which represent
receive for each trust preferred security you own, (i) on
preferred undivided beneficial ownership interests in
any date other than December 17, 2018 or any
the assets of National Funding Trust, the exchange
subsequent distribution rate reset date, if redemption
agreement and a limited National guarantee. The assets
occurs as a result of a make-whole redemption event,
of National Funding Trust will consist principally of
the make-whole redemption price or, if redemption
debentures issued by National, acting through its
occurs as a result of a withholding tax event, the par
London branch. The trust preferred securities are not
redemption price, and (ii) on December 17, 2018 and
repayable in cash unless National's London branch
on any distribution rate reset date thereafter, the par
redeems the debentures for cash.
redemption price.
· Payments on the Trust Preferred Securities. From
· Redemption upon delivery of GDRs. On December 17,
September 29, 2003 to but excluding December 17,
2052, or earlier if one of the other events described in
2018, for each trust preferred security you own, you
this offering memorandum under ``Description of the
will earn a non-cumulative distribution payable
Exchange Agreement--Exchange Event'' occurs, the
semi-annually in arrears at a fixed rate equal to 5.62%,
trust preferred securities will be redeemed and
or £56.20 per trust preferred security, per year and,
National will cause to be delivered or held for delivery
thereafter, in respect of each five-year distribution reset
to you one GDR for each trust preferred security so
period, for each trust preferred security you own, you
redeemed, unless as a result of or at the time of the
will earn a non-cumulative distribution payable semi-
exchange event National is unable to issue the National
annually in arrears at a rate equal to the sum of the
preference shares.
relevant five-year benchmark gilt rate plus 1.93%, but
· Guarantees. National will guarantee the trust preferred
only, in each case, if (a) National's London branch pays
securities and the funding preferred securities to the
interest on the debentures or (b) National Funding
extent described in this offering memorandum.
Trust or National under its guarantee pays distributions
on the funding preferred securities.
Application has been made to list the trust preferred securities on the Luxembourg Stock Exchange in accordance with
the rules thereof.
Investing in the trust preferred securities involves risks. Please see ``Risk Factors'' beginning on
page 23.
These securities have not been registered in the United States under the Securities Act of 1933, as amended (the
``Securities Act''), or the securities laws of any other jurisdiction. Unless they are so registered, these securities may be offered
only in transactions that are exempt from or not subject to registration under the Securities Act or the securities laws of any
other jurisdiction. Accordingly, we are offering these securities only (1) outside the United States in compliance with
Regulation S under the Securities Act and (2) in the United States to qualified institutional buyers in compliance with
Rule 144A under the Securities Act. Prospective purchasers are hereby notified that the seller of the trust preferred securities
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further
details about eligible offerees, deemed representations and transfer and resale restrictions, see ``Notice to Investors'', ``ERISA
Considerations'' and ``Plan of Distribution''.
None of the trust preferred securities, the funding preferred securities, the debentures, the National preference shares
or National guarantees will represent a deposit liability of National for purposes of the Banking Act of 1959 of Australia or for
purposes of the FSMA regime in the United Kingdom, and none of them will be insured by the US Federal Deposit Insurance
Corporation or any other governmental agency or compensation scheme in the United States, Australia, the United Kingdom or
elsewhere.
Per Trust
Preferred Security
Total
Offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
£1,000
£400,000,000
Proceeds to National Capital Trust(2) . . . . . . . . . . . . . . . . . . . . . . . . . .
£1,000
£400,000,000
(1) Plus accrued distributions from September 29, 2003, if settlement occurs after that date.
(2) National Capital Trust will pay the expenses of the offering and commissions payable to the initial purchasers. The
commissions payable to the initial purchasers are estimated to be in the amount of £4,000,000.
The trust preferred securities will be ready for delivery in book-entry form only through the facilities of Euroclear
Bank S.A./N.V. and Clearstream Banking, soci´
et´
e anonyme, on or about September 29, 2003, against payment in immediately
available funds.
Deutsche Bank
Merrill Lynch & Co.
The date of this offering memorandum is September 22, 2003.




You should only rely on the information contained in this offering memorandum, including the
documents incorporated by reference herein. National Australia Bank Limited, National's London
branch, National Funding Trust, National Capital Trust, the initial purchasers and their respective
affiliates have not authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. National, National's
London branch, National Funding Trust, National Capital Trust, the initial purchasers and their
respective affiliates are not making an offer to sell the securities offered hereby in any jurisdiction
where such offer or sale is not permitted. The information contained in this offering memorandum is
accurate only as of the date hereof. Our business, financial condition, results of operations and
prospects may have changed since this date.
TABLE OF CONTENTS
Page
Notice to New Hampshire Residents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Important Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Special Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Where You Can Find Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Currency of Presentation and Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Financial Information Presentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Summary Information--Q&A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Transaction Diagram . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Ratios of Earnings to Combined Fixed Charges and Preferred Security Dividends and Earnings
to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Capitalization and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Selected Consolidated Financial and Operating Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
National Australia Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
National Capital Trust I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
National Funding Trust I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Description of the Trust Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Description of the Trust Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
Description of the Funding Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Description of the Funding Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Description of the Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Description of the Exchange Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
Description of the National Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
Description of the GDRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
1


In connection with the issue and distribution of any trust preferred securities, Merrill Lynch
International, or any person acting for it, may over-allot or effect transactions with a view to
supporting the market price of the trust preferred securities at a level higher than that which might
otherwise prevail for a limited period. However, there is no obligation on Merrill Lynch International
or any of its agents to do this. Such stabilizing, if commenced, may be discontinued at any time and
must be brought to an end after a limited period.
We have applied to list the trust preferred securities on the Luxembourg Stock Exchange in
accordance with the rules of that exchange. We cannot guarantee that listing will be obtained on that
exchange. Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed
to our Luxembourg listing agent, Deutsche Bank Luxembourg S.A. (the ``Luxembourg listing agent'').
This offering memorandum includes particulars given in compliance with the rules governing
the listing of securities on the Luxembourg Stock Exchange. We accept full responsibility for the
accuracy of the information contained in this offering memorandum and the documents incorporated
by reference herein. We confirm, having made all reasonable inquiries, that to the best of our
knowledge and belief there are no other facts that we have omitted that make any statement contained
in or incorporated by reference in this offering memorandum misleading.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering
memorandum and the documents incorporated by reference herein, makes no representation as to their
accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this offering memorandum, including
the documents incorporated by reference herein.
This offering memorandum, including any documents incorporated by reference herein, will be
available free of charge at the office of the Luxembourg listing agent.
In this offering memorandum:
· references to ``APRA'' are to the Australian Prudential Regulation Authority;
· references to ``Capital Holdings'' are to National Capital Holdings I Inc., a Delaware
corporation wholly owned by National;
· references to ``debentures'' are to the pounds sterling-denominated instruments that our
London branch will issue to National Funding Trust that will mature on January 2, 2053;
· references to ``deposit agreement'' are to the deposit agreements between National and The
Bank of New York, as depositary, under which National will deliver National preference
shares to the depositary and the depositary will deliver GDRs representing the National
preference shares as described under ``Description of the GDRs'';
· references to ``equal ranking instruments'' are to (i) the TrUEPrS preference shares, (ii) the
NIS preference shares, (iii) the Excap preference shares (if issued), (iv) each other
preference share that we may issue that is expressed to rank equally with the foregoing for
returns of capital in a winding-up of National and (v) any securities or other instruments
that are expressed to rank in a winding-up equally with those preference shares;
· references to ``Excaps'' are to the exchangeable capital securities issued by National, each
consisting of a capital security exchangeable in certain circumstances into Excap preference
shares or ordinary shares of National;
· references to ``Excap preference shares'' are to preference shares which may be issued by
National in an aggregate liquidation amount of up to US$1.0 billion by National in
connection with the Excaps;
2


· references to ``exchange agreement'' are to an agreement among National, National Capital
Trust, Funding Holdings, National Funding Trust and the exchange trustee;
· references to ``exchange trustee'' are to the corporate trust department of The Bank of New
York;
· references to ``FSMA'' are to the Financial Services and Markets Act 2000 (UK), including
any regulation made pursuant thereto;
· references to the ``funding guarantee'' are to a guarantee agreement among National,
National Funding Trust and The Bank of New York, as guarantee trustee, whereby National
guarantees payments to the holders of the funding preferred securities to the extent
described in this offering memorandum;
· references to ``Funding Holdings'' are to National Funding Holdings Pty Ltd, an Australian
corporation wholly owned by National;
· references to the ``funding preferred securities'' are to the funding preferred securities that
National Funding Trust will issue to National Capital Trust;
· references to ``GDRs'' are to global depositary receipts evidencing global depositary shares,
or ``GDSs'', each representing one National preference share;
· references to ``London branch'' are to National acting through its London branch or any
substitute branch;
· references to ``National'', ``we'', ``us'' and ``our'' are to National Australia Bank Limited
except that, unless the context otherwise requires, references to ``National'', ``we'', ``us'' and
``our'' under the captions ``Capitalization and Capital Adequacy'', ``National Australia Bank
Limited'', ``Selected Consolidated Financial and Operating Information'' and ``Recent
Developments'' are to National and its consolidated subsidiaries;
· references to ``National Capital Trust'' are to National Capital Trust I, a Delaware statutory
trust;
· references to ``National Funding Trust'' are to National Funding Trust I, a Delaware
statutory trust;
· references to the ``National preference shares'' are to the preference shares of National
which are to be issued in exchange for the trust preferred securities or funding preferred
securities, as the case may be;
· references to ``NIS'' are to income securities issued by National comprising fully paid notes
issued by National through its New York branch stapled to unpaid preference shares issued
by National;
· references to ``NIS preference shares'' are to the preference shares issued by National in
connection with the NIS which, if paid up in accordance with the terms of the NIS, will be
outstanding in an aggregate liquidation amount of up to A$2.0 billion;
· references to ``substitute branch'' are to a branch of National that is substituted as obligor
under the debentures as described under ``Description of the Debentures--Substitution'';
· references to ``TrUEPrSSM'' are to trust units exchangeable for preference shares issued by
National consisting of an interest in the NAB Exchangeable Preferred Trust which is
exchangeable in certain circumstances for TrUEPrS preference shares issued by National;
SM
TrUEPrSSM is a service mark of Merrill Lynch & Co., Inc.
3


· references to ``TrUEPrS preference shares'' are to US$450.1 million aggregate liquidation
amount outstanding of preference shares issued by National in connection with the
TrUEPrS;
· references to the ``trust guarantee'' are to a guarantee agreement among National, National
Capital Trust and The Bank of New York, as guarantee trustee, whereby National
guarantees payments and deliveries to the holders of the trust preferred securities to the
extent described in this offering memorandum; and
· references to the ``trust preferred securities'' are to the trust preferred securities that
National Capital Trust will issue to the initial purchasers and that are being offered by this
offering memorandum.
NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an application for a license has been filed
under Chapter 421-B of the New Hampshire Revised Statutes with the State of New Hampshire nor
the fact that a security is effectively registered or a person is licensed in the State of New Hampshire
constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true,
complete and not misleading. Neither any such fact nor the fact that an exemption or exception is
available for a security or a transaction means that the Secretary of State has passed in any way upon
the merits or qualifications of, or recommended or given approval to, any person, security, or
transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or
client any representation inconsistent with the provisions of this paragraph.
4


IMPORTANT NOTICES
The information contained in this offering memorandum relating to National, National's
London branch, National Funding Trust, National Capital Trust and other National affiliates was
obtained from National and other sources, but no assurance can be given by the initial purchasers as to
the accuracy or completeness of that information. The initial purchasers have not independently
verified any of the information contained herein (financial, legal or otherwise). In making an
investment decision, you must rely on your own examination of National, National's London branch,
National Funding Trust, National Capital Trust and other National affiliates and the terms of this
offering, including the merits and risks involved. Moreover, the contents of this offering memorandum
are not to be construed as legal, business or tax advice. You are urged to consult your own attorney,
business or tax advisor for legal, business or tax advice.
You are hereby offered the opportunity to ask questions of and receive answers from National
concerning its business, the securities offered hereby and the terms and conditions of this offering. All
inquiries relating to National, National's London branch, National Funding Trust, National Capital
Trust and other National affiliates, this offering memorandum and this offering should be directed to
National and the initial purchasers.
This offering memorandum is submitted for personal use to a limited number of institutional
and other sophisticated investors for informational use solely in connection with the consideration of
the purchase of the securities offered hereby pursuant to Rule 144A or pursuant to Regulation S. Its
use for any other purpose is not authorized. It may not be copied or reproduced in whole or in part,
nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors
to whom it is submitted.
This offering memorandum does not constitute an offer of, or an invitation by or on behalf of,
National, National's London branch, National Funding Trust, National Capital Trust, the initial
purchasers or any of their respective directors, officers and affiliates to subscribe for or purchase any
securities in any jurisdiction to any person to whom it is unlawful to make such an offer in such
jurisdiction. Each purchaser of the securities offered hereby must comply with all applicable laws and
regulations in force in each jurisdiction in which it purchases, offers or sells the securities or possesses
or distributes this offering memorandum and must obtain any consent, approval or permission required
by it for the purchase, offer or sale by it of the securities under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales. The distribution
of this offering memorandum and the offering of the securities in certain jurisdictions may be restricted
by applicable law. Persons into whose possession this offering memorandum comes are required by
National, National's London branch, National Funding Trust, National Capital Trust and the initial
purchasers and their respective directors, officers and affiliates to inform themselves about and to
observe any such restrictions. Neither National nor National's London branch, National Funding Trust,
National Capital Trust, the initial purchasers or any of their respective directors, officers or affiliates
has any responsibility therefor. There is no undertaking to register the securities under any state or
federal securities laws of the United States. The securities offered hereby must not be resold in the
United States unless they are subsequently registered or an exemption from registration is available.
The securities will be subject to certain restrictions on transfer, as described under ``Notice to
Investors'' and ``Plan of Distribution'' in this offering memorandum.
Each subsequent purchaser of the securities offered hereby will be deemed by its acceptance
of those securities to have made certain acknowledgements, representations and agreements intended
to restrict the resale or other transfer of those securities as set forth in the securities or described in
this offering memorandum and, in connection therewith, may be required to provide confirmation of its
compliance with such resale or other transfer restrictions in certain cases. See ``Notice to Investors''.
5


Until 40 days after the commencement of this offering, an offer or sale within the United
States by any dealer (whether or not participating in this offering) of the securities initially sold
pursuant to Regulation S may violate the registration requirements of the Securities Act if such offer or
sale is made otherwise than in accordance with Rule 144A under the Securities Act. See ``Notice to
Investors''.
The securities offered hereby have not been approved or disapproved by the US Securities
and Exchange Commission, or the SEC, any state securities commission or any other regulatory
authority, nor have any of those authorities passed upon or endorsed the merits of this offering or the
accuracy or adequacy of this offering memorandum. Any representation to the contrary is unlawful.
Certain persons participating in this offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the trust preferred securities. These transactions may include
stabilizing and the purchase of trust preferred securities to cover short positions. Such stabilizing, if
commenced, may be discontinued at any time. For a description of these activities, see ``Plan of
Distribution'' in this offering memorandum.
The trust preferred securities may not be purchased or held by (i) any plan, program or
arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (``ERISA''),
or Section 4975 of the Internal Revenue Code of 1986, as amended (the ``Code''), or (ii) any person
acting on behalf of or using the assets of any such plan, program or arrangement, unless such purchase
or holding is covered by the exemptive relief provided by Prohibited Transaction Class Exemption
(``PTCE'') 96-23, 95-60, 91-38, 90-1 or 84-14. Any purchaser or holder of the trust preferred securities
or any interest therein will be deemed to have represented by its purchase or holding thereof that
either (i) it is not a plan, program or arrangement subject to ERISA or Section 4975 of the Code and
it is not purchasing such securities on behalf of or using the assets of any such plan, program or
arrangement or (ii) such purchase or holding is covered by the exemptive relief provided by PTCE
96-23, 95-60, 91-38, 90-1 or 84-14. Prospective purchasers must carefully consider the restrictions on
purchase set forth in ``Notice to Investors'' and ``ERISA Considerations'' in this offering memorandum.
You (by your acceptance of an interest or beneficial interest in the trust preferred securities)
will be deemed to have represented that you do not hold and will not acquire or hold those interests or
beneficial interests as the trustee of a trust estate which is an Australian resident trust estate for
Australian tax purposes.
Notwithstanding anything herein to the contrary, you (and each employee, representative or
other agent of yours) may disclose to any and all persons, without limitation of any kind beyond those
described in the next sentence, the tax treatment and tax structure of an investment in the trust
preferred securities and all materials of any kind (including opinions or other tax analyses) that are
provided to you relating to such tax treatment and tax structure. Notwithstanding the foregoing, you
may not disclose National's name or any information identifying National until the closing of this
offering. For these purposes, the tax treatment of an investment in the trust preferred securities means
the purported or claimed United States federal income tax treatment of the trust preferred securities.
Moreover, the tax structure of an investment in the trust preferred securities includes any fact that may
be relevant to understanding the purported or claimed United States federal income tax treatment of
an investment in the trust preferred securities.
If you want to find out more information about us, please see the section in this offering
memorandum entitled ``Where You Can Find Additional Information''.
6


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains ``forward-looking statements'' within the meaning of
Section 21E of the United States Securities Exchange Act of 1934, as amended (the ``Exchange Act'').
Forward-looking statements can generally be identified by the use of words such as will, anticipate,
believe, expect, project, estimate, intend, should, could, may, target, goal, objective, plan and other
similar expressions. In this offering memorandum, forward-looking statements may, without limitation,
relate to statements regarding:
· anticipated economic and financial outcomes,
· anticipated implementation of certain control systems and programs and
· certain plans, strategies and objectives of our management.
These forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors, many of which are beyond our control, that
may cause actual results to differ materially from those expressed in the statements contained in this
offering memorandum. For example:
· the anticipated economic and financial outcomes contained in this offering memorandum
will be affected by movements in interest and foreign currency exchange rates, which may
vary significantly from current levels, as well as by general economic conditions in each of
our major markets (such variations, if adverse, may materially impact our financial condition
and results of operations);
· the implementation of control systems and programs will be dependent on such factors as
our ability to acquire or develop necessary technology or systems, our ability to attract and
retain qualified personnel and the cooperation of customers and third-party vendors;
· the plans, strategies and objectives of management will be subject to government regulation
which may change at any time and over which we have no control; and
· we will continue to be affected by general economic conditions in Australia and worldwide,
movements and conditions in capital markets, the competitive environment in each of our
markets and political and regulatory policies.
There can be no assurance that actual outcomes will not differ materially from the forward-
looking statements contained in this offering memorandum.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We currently file periodic reports and other information with the SEC. These documents
include specific information regarding our business. You may read and copy any document filed by us
with the SEC at its public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 to obtain information on the operation of the public reference room.
Our filings with the SEC after November 4, 2002 are also available over the Internet at the SEC's
website at www.sec.gov.
We have agreed that, if and for so long as we are not subject to the informational
requirements of Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, and the securities offered hereby constitute ``restricted securities'' within
the meaning of Rule 144(a)(3) under the Securities Act, we will furnish to any holder of the securities
offered hereby and to prospective purchasers designated by such holders the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A
in connection with resales of the securities offered hereby.
7


Separate financial statements of National Capital Trust are not included in this offering
memorandum because such financial statements would not be meaningful nor would such statements
provide holders of the trust preferred securities with any important financial information. National
Capital Trust is a newly organized special purpose entity, has no operating history and no independent
operations, and exists for the sole purpose of issuing the trust preferred securities, investing the
proceeds from the sale of the trust preferred securities in the funding preferred securities issued by
National Funding Trust, entering into the exchange agreement and engaging in incidental activities.
We incorporate by reference the documents listed below which were filed with the SEC under
the Exchange Act:
· our annual report on Form 20-F for the fiscal year ended September 30, 2002, which
includes our audited consolidated financial statements for the fiscal year ended
September 30, 2002 and related notes; and
· our report on Form 6-K dated May 14, 2003, which includes, among other things, our
interim financial report and our profit announcement, each for the six months ended
March 31, 2003.
We also incorporate by reference reports we file under Sections 13(a) and (c) or 15 (d) of the
Exchange Act with the SEC after the date of this offering memorandum until this offering is
completed, including reports on Form 6-K, if and to the extent such report specifies that it is being
incorporated by reference in this offering memorandum.
You should rely only on information contained or incorporated in this offering memorandum
by reference. We have not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. We are not
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this offering memorandum or any
document incorporated by reference is accurate as of their respective dates only. Our business, financial
condition and results of operations may have changed since then.
You may request a copy of any filings referred to above (excluding exhibits), at no cost, by
contacting us at the following address: National Australia Bank Limited, Level 24, 500 Bourke Street,
Melbourne, Victoria 3000, Australia; Attention: Company Secretary. Telephone requests may be
directed to (61-3) 8641-3500.
None of the information on our website is incorporated by reference herein or otherwise
deemed to be a part of this offering memorandum. Any references in this offering memorandum to our
website are for informational purposes only.
8


Document Outline