Obligation Austral National Bank 0% ( XS1797220891 ) en USD

Austral National Bank

100 % ⇌

Australie

XS1797220891 ( en USD )

26/03/2019 - Obligation échue

Prospectus brochure de l'obligation National Australia Bank (NAB) XS1797220891 en USD 0%, échue

200 000 USD

100 000 000 USD

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 d'entreprise, identifiée par le code ISIN XS1797220891 et émise par la National Australia Bank (NAB), une institution financière majeure dont le siège est en Australie et qui figure parmi les plus grandes banques du pays, est arrivée à maturité et a été intégralement remboursée le 26 mars 2019. Libellée en dollars américains (USD), cette émission avait une taille totale de 100 000 000 USD, avec une taille minimale à l'achat fixée à 200 000 USD. Sa particularité résidait dans un taux d'intérêt de 0%, ce qui, malgré une fréquence de paiement indiquée comme bi-annuelle (2), signifiait qu'aucun intérêt périodique n'était versé aux porteurs, le rendement potentiel étant alors lié à un escompte à l'émission par rapport au remboursement à 100% de son prix nominal à maturité, prix auquel elle a été cotée sur le marché au moment de son remboursement.

OFFERING CIRCULAR DATED 15 NOVEMBER 2022.

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 and BNZ) as such terms are defined on pages 150-151 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 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))), 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
for the purposes 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 or the Financial Services and
Markets Act 2000 (the FSMA) from the requirement to publish a prospectus respectively, 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 or
the FSMA, respectively, 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 EEA. 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 15 November 2023.
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 92 to 94 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 implications on holders of Subordinated Notes (such as a substantial loss) and, in the case of Subordinated Notes issued by NAB, the
circumstances in which such Subordinated Notes may be written down or converted into ordinary shares in the capital of NAB. 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
BARCLAYS
BOFA SECURITIES
BNP PARIBAS
CITIGROUP
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
MORGAN STANLEY
NATIONAL AUSTRALIA BANK LIMITED
NATWEST MARKETS
RBC CAPITAL MARKETS
TD SECURITIES
UBS INVESTMENT BANK
WELLS FARGO SECURITIES
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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 and UK
Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (EUWA).
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.
The descriptions of the credit ratings set out in the section "Documents Incorporated by Reference and
Credit Ratings--(B) Credit Ratings" on pages 93-94 of this Offering Circular, have been extracted from
information published by S&P Global Ratings and Moody's Investors Service, respectively, as identified
in that section. The Issuers confirm that such information has been accurately reproduced and that, so
far as the Issuers are aware and are able to ascertain from such information, no facts have been omitted
which would render the reproduced information inaccurate or misleading.
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 the 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 may affect 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 Principal Paying Agent at Winchester House, 1
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3

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 may affect
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.
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.
In relation to Exempt Notes issued by NAB as "Green Bonds" (as defined herein), none of the Dealers
makes any representation as to the suitability of such Exempt Notes issued by NAB as Green Bonds
under the Programme to fulfil any environmental, social and/or sustainability criteria required by any
prospective investors. The Dealers have not undertaken, nor are they responsible for, any assessment or
verification of any project, asset or other expenditure in the Portfolio (as defined in "Use of Proceeds--
Green Bonds" below) and/or their impact, or any monitoring of the use of the net proceeds (or an amount
equal thereto) of any such Notes issued by NAB as Green Bonds. Prospective investors in any Exempt
Notes issued by NAB as Green Bonds should make their own assessment of NAB's Green Bond
Framework, as defined in "Use of Proceeds--Green Bonds" below, as at the issue date of such Notes and
as may be updated from time to time. For the avoidance of doubt, neither the Green Bond Framework,
nor any second party opinion issued in relation thereto, is, nor shall it be deemed to be, incorporated
into, or form part of, this Offering Circular.
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.
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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 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, the Republic of Italy and Belgium), the UK, 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 only be offered to the public in an EEA
Member State pursuant to an exemption under Article 1(4) of the Prospectus Regulation or in the UK
pursuant to an exemption under section 86 of the FSMA.
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
0083121-0000516 UKO2: 2005198703.34
5

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 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.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR 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 UK distributor) should take into consideration the target market assessment; however, a
UK distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) 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 UK MiFIR
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 UK MiFIR Product Governance Rules.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA 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. For these purposes, a
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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 has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to 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 UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA
to implement the Insurance Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK
Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK 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 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
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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, 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.
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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 EURIBOR, SONIA, SOFR, HIBOR, CORRA, 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 European Money Markets Institute (as
administrator of EURIBOR), 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 EU Benchmarks Regulation). As at the date of this Offering Circular, the administrators of SONIA,
SOFR, CORRA, CNH HIBOR, HIBOR and the NZ Bank Bill Benchmark Rate (BKBM) do not appear
on ESMA's register of administrators and benchmarks under Article 36 of the EU Benchmarks
Regulation. As far as each Issuer is aware, (i) SONIA, SOFR and CORRA do not fall within the scope
of the EU Benchmarks Regulation, and (ii) the transitional provisions in Article 51 of the EU
Benchmarks Regulation apply, such that each of the Treasury Markets Association (as administrator
of CNH HIBOR and HIBOR) and the New Zealand Financial Markets Association (as administrator of
BKBM) is not currently required to obtain recognition, endorsement or equivalence.
SECTION 309B NOTIFICATION
In connection with Section 309B of the Securities and Futures Act 2001 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 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 (the Corporations
Act), accounting standards and interpretations issued by the Australian Accounting Standards Board
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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.
In this Offering Circular, unless a contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
NO RETAIL PRODUCT DISTRIBUTION CONDUCT
This Offering Circular and the Notes are not for distribution to any person in Australia who is a retail
client for the purposes of section 761G of the Corporations Act. No target market determination has
been or will be made for the purposes of Part 7.8A of the Corporations Act.
CLIMATE BONDS INITIATIVE CERTIFICATION DISCLAIMER
In relation to any issue by NAB of Exempt Notes as Green Bonds, NAB may seek to procure the
certification of the relevant Tranche of Notes as "Climate Bonds" by the Climate Bonds Standard Board
of the Climate Bonds Initiative. The certification of any such Green Bonds issued by NAB as "Climate
Bonds" by the Climate Bonds Initiative will be based solely on the version of the Climate Bonds
Standard in force as at the relevant date of issue of such Notes (the Climate Bonds Standard) and does
not, and is not intended to, make any representation, warranty, undertaking, express or implied, or give
any assurance with respect to any other matter relating to such Notes or the Portfolio (as defined on
page 244 under "Use of Proceeds--Green Bonds"), including but not limited to this Offering Circular,
the applicable Final Terms in respect of a Tranche of such Notes, NAB or the management of NAB.
The certification of any Green Bonds issued by NAB as "Climate Bonds" by the Climate Bonds Initiative
will be addressed solely to the board of directors of NAB and is not a recommendation to any person to
purchase, hold or sell such Notes and such certification does not address the market price or suitability
of those Notes for a particular investor. Each potential purchaser of such Green Bonds certified as
"Climate Bonds" should determine for itself the relevance of this certification. Any purchase of such
Notes should be based upon such investigation that each potential purchaser deems necessary. The
certification also does not address the merits of the decision by NAB or any third party to participate in
any project in the Portfolio and does not express and should not be deemed to be an expression of an
opinion as to NAB or any aspect of any project in the Portfolio (including but not limited to the financial
viability of such project) other than with respect to conformance with the Climate Bonds Standard.
In issuing or monitoring, as applicable, the certification, the Climate Bonds Initiative will assume and
rely upon the fairness, accuracy, reasonableness and completeness in all material respects of the
information supplied or otherwise made available to the Climate Bonds Initiative. The Climate Bonds
Initiative does not assume or accept any responsibility or liability to any person for independently
verifying (and it has not verified) such information or to undertake (and it has not undertaken) any
independent evaluation of any project in the Portfolio or NAB. In addition, the Climate Bonds Initiative
does not assume any obligation to conduct (and it has not conducted) any physical inspection of any such
project. Any certification of Green Bonds issued by NAB as "Climate Bonds" may only be used with
such Notes and may not be used for any other purpose without the Climate Bonds Initiative's prior
written consent.
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