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Australia National Bank Ltd

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XS2431020572 ( en GBP )

14/12/2025

Prospectus brochure de l'obligation National Australia Bank Ltd XS2431020572 en GBP 0%, échéance 14/12/2025

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National Australia Bank Ltd (NAB) est une grande institution financière australienne offrant des services bancaires aux particuliers, aux entreprises et aux institutions, incluant des services de gestion de patrimoine, de financement et de marchés financiers.

L'Obligation émise par Australia National Bank Ltd ( Australie ) , en GBP, avec le code ISIN XS2431020572, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 14/12/2025

National Australia Bank Limited (ABN 12 004 044 937)
(incorporated with limited liability in the Commonwealth of Australia)
U.S.$30 billion nab Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Perpetual Corporate Trust Limited (ABN 99 000 341 533)
(incorporated with limited liability in the Commonwealth of Australia)
as trustee of the nab Covered Bond Trust and Covered Bond Guarantor
Under the U.S.$30 billion nab Covered Bond Programme (the Programme) established by National Australia Bank Limited (ABN 12
004 044 937) (nab and the Issuer) on the Programme Date, the Issuer may from time to time issue bonds (the Covered Bonds)
denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The price and amount of the
Covered Bonds to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in
accordance with prevailing market conditions. Any Covered Bonds issued under the Programme on or after the date of this Prospectus
are issued subject to the provisions described herein and in any supplement thereto.
Perpetual Corporate Trust Limited in its capacity as trustee of the nab Covered Bond Trust (the Covered Bond Guarantor) has
guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the Covered Bond Guarantee) which
is secured over the Mortgage Loans and the Related Security (as defined in the Glossary) and its other assets. Recourse against the
Covered Bond Guarantor under its guarantee, except in limited circumstances, is limited to the extent of the Covered Bond Guarantor's
right of indemnity from the assets of the nab Covered Bond Trust (the Trust).
Covered Bonds may be issued in bearer or registered form. The maximum aggregate nominal amount of all Covered Bonds from time
to time outstanding under the Programme will not exceed U.S.$30 billion (or its equivalent in other currencies calculated by reference
to the spot rate for the sale of U.S. dollars against the purchase of such currency in the London foreign exchange market quoted by any
leading bank selected by the Issuer on the relevant date of the agreement (or the preceding day on which commercial banks and foreign
exchange markets are open for business in London) to issue between the Issuer and the relevant Dealer(s) (as defined below)), subject
to increase as described in the Programme Agreement.
The Covered Bonds may be issued on a continuing basis to nab and any additional Dealer appointed under the Programme from time
to time by the Issuer (each, a Dealer, and together, the Dealers), which appointment may be to a specific issue or on an ongoing basis.
References in this Prospectus to the relevant Dealers will, in the case of an issue of Covered Bonds being (or intended to be) subscribed
for by more than one Dealer, be to all Dealers agreeing to subscribe for such Covered Bonds.
This Prospectus 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 Prospectus 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 the Issuer, the Covered Bond Guarantor or of the
quality of the Covered Bonds. Investors should make their own assessment as to the suitability of investing in the Covered Bonds.
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to
Covered Bonds which are to be admitted to trading on a regulated market in the European Economic Area (and hereinafter
also referred to in this Prospectus as the EEA). The obligation to supplement this Prospectus in the event of a significant new
factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid and the validity of this
Prospectus will expire on 15 November 2022.
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 Prospectus, 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 Issuer.
See the section entitled "Risk Factors" in this Prospectus for a discussion of material risk factors to be considered in connection
with an investment in the Covered Bonds.
Application has been made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to the
official list of the Luxembourg Stock Exchange (the Official List) and admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II). References
in this Prospectus to Covered Bonds being "listed" (and all related references) will mean that such Covered Bonds have been admitted
to trading on the Regulated Market of the Luxembourg Stock Exchange and have been admitted to the Official List. Notice of the
aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and certain other information which is applicable to each Tranche (as defined under "Conditions of the Covered Bonds") of Covered
Bonds will be set out in a separate document containing the final terms for that Series (the Final Terms) which, with respect to Covered
Bonds to be admitted to the Official List and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange, will be
delivered to the Competent Authority and the Luxembourg Stock Exchange on or before the date of issue of such Series of Covered
Bonds.

1

The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock
exchange(s) or regulated or unregulated markets as may be agreed between the Issuer, the Covered Bond Guarantor, the Bond Trustee
(as defined in General Description of the Programme) and the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds
and/or Covered Bonds not admitted to trading on any regulated or unregulated market. Perpetual Corporate Trust Limited and P.T.
Limited (in its capacity as trustee of the Security Trust, the Security Trustee) have not made or authorised the application to admit
Covered Bonds issued under the Programme to the official list of the Luxembourg Stock Exchange or to admit the Covered Bonds to
trading on the Regulated Market of the Luxembourg Stock Exchange.
The Covered Bonds and the Covered Bond Guarantee (as defined in the Glossary) have not been and will not 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. Unless they are so registered, the Covered Bonds may be offered only transactions that are exempt
from, or not subject to registration under, the Securities Act and any applicable securities laws of any other jurisdiction of the United
States. Accordingly, the Covered Bonds may be offered only (1) to qualified institutional buyers (each, a QIB) in reliance on Rule
144A under the Securities Act (Rule 144A) and (2) outside the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act (Regulation S). Prospective purchasers of Covered Bonds are hereby notified that the seller of the Covered Bonds
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Form of the
Covered Bonds" for a description of the manner in which Covered Bonds will be issued. Covered Bonds are subject to certain
restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions".
The Issuer and the Covered Bond Guarantor may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a
form not contemplated by the Conditions of the Covered Bonds herein, in which event (in the case of Covered Bonds admitted to the
Official List only) a supplementary prospectus to the Prospectus, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Covered Bonds.
The Covered Bonds issued under the Programme are expected on issue to be assigned an "Aaa" credit rating by Moody's Investors
Service Pty Ltd (Moody's) and an "AAA" credit rating by Fitch Australia Pty Ltd (Fitch and, together with Moody's, the Rating
Agencies). The credit rating of certain Series or Tranches of Covered Bonds to be issued under the Programme may be specified in
the Applicable Final Terms. Neither of the Rating Agencies is established in the European Union (the EU) or in the United Kingdom
(the UK) and neither of the Rating Agencies has applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation) or under Regulation (EC) No. 1060/2009 (as amended) as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the EUWA) (the UK CRA Regulation). The ratings of Moody's and Fitch have been endorsed by Moody's
Deutschland GmbH (Moody's Europe) and Fitch Ratings Ireland Limited (Fitch Europe) respectively in accordance with the CRA
Regulation for use in the EEA. Each of Moody's Europe and Fitch Europe is established in the EEA and registered under the CRA
Regulation. As such each of Moody's Europe and Fitch Europe is included in the list of credit rating agencies published by the European
Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in
accordance with the CRA Regulation. The ESMA has indicated that ratings issued in Australia, which have been endorsed by Moody's
Europe or Fitch Europe may be used in the EEA by the relevant market participants. The ratings of Moody's and Fitch have been
endorsed by Moody's Investors Service Ltd (Moody's UK) and Fitch Ratings Limited (Fitch UK) respectively in accordance with the
UK CRA Regulation for use in the UK. Each of Moody's UK and Fitch UK is established in the UK and registered under the UK CRA
Regulation. There can be no assurance that such endorsement of the credit ratings of Moody's and Fitch will continue. Please also
refer to "Credit ratings assigned to the Covered Bonds may change and may not reflect all risks associated with an investment in the
Covered Bonds" in the "Risk Factors" section of this Prospectus. A credit rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
The Covered Bond Guarantor is not a "covered fund" for purposes of Section 619 of the U.S. Dodd-Frank Wall Street Reform and
Consumer Protection Act (such statutory provision together with such implementing regulations are also referred to collectively as the
Volcker Rule). The Covered Bond Guarantor will be relying on an exclusion or exemption from the definition of "investment
company" under the Investment Company Act of 1940, as amended (the Investment Company Act), contained in Section 3(c)(5)(C)
of the Investment Company Act, although there may be additional exclusions or exemptions available to the Covered Bond Guarantor
under the Investment Company Act or the Volcker Rule.
Co-Arrangers for the Programme

National Australia Bank Limited
Deutsche Bank

Dealers for the Programme

National Australia Bank Limited
nabSecurities, LLC
Deutsche Bank
Barclays Capital Asia Limited
Barclays Capital Inc.
BofA Securities
BNP PARIBAS
Citigroup
Credit Suisse
Goldman Sachs International
Goldman Sachs & Co. LLC
HSBC
J.P. Morgan
Morgan Stanley
RBC Capital Markets
TD Securities

UBS Investment Bank
The date of this Prospectus is 15 November 2021

2

This Prospectus has been approved by the Competent Authority as a base prospectus for the purposes
of Article 8 of Prospectus Regulation. When used in this Prospectus, the 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 EUWA. This Prospectus is not a prospectus for the purposes of
Section 12(a)(2) or any other provision or order under the Securities Act.
The Issuer accepts responsibility for the information contained in this Prospectus, the Final Terms for
each Tranche of Covered Bonds issued under the Programme and any document incorporated by
reference into this Prospectus in relation to nab. The Covered Bond Guarantor only accepts
responsibility for the information contained in the section entitled "The nab Covered Bond Trust 
Perpetual Corporate Trust Limited" of this Prospectus. To the best of the knowledge and belief of the
Issuer and the Covered Bond Guarantor, only in relation to the information for which it is responsible,
(each having taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its
import. Any information sourced from third parties contained in this Prospectus, including the
information contained in the section entitled "The nab Covered Bond Trust Perpetual Corporate Trust
Limited" of this Prospectus, has been accurately reproduced by the Issuer (and is clearly sourced where
it appears in the document) and, as far as the Issuer is aware and is able to ascertain from information
published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
Copies of each set of Final Terms and supplements thereto (in the case of Covered Bonds to be admitted
to the Official List) will be available from the registered office of the Issuer and (in the case of Covered
Bonds to be admitted to the Official List, to listing on any other regulated or unregulated market or
stock exchange and also all unlisted Covered Bonds) from the specified office set out below of each of
the Paying Agents (as defined under "Conditions of the Covered Bonds").
This Prospectus 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"). This Prospectus
must, save as specified herein, be read and construed on the basis that those documents are so
incorporated and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Prospectus refers
does not form part of this Prospectus and has not been scrutinised or approved by the CSSF.
The information contained in this Prospectus was obtained from the Issuer and other sources (identified
in this Prospectus), but no assurance can be given by any other party to the Programme Documents (in
respect of information obtained from the Issuer) as to the accuracy or completeness of this information.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by any party to the Programme Documents (other than in respect
of the information for which it accepts responsibility as indicated above) as to the accuracy or
completeness of the information contained or incorporated in this Prospectus or any other information
provided by a party to the Programme Documents in connection with the Programme. None of the
parties to the Programme Documents (other than in respect of the information for which it accepts
responsibility as indicated above) accepts any liability in relation to the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the Programme.
No person is or has been authorised by any party to the Programme Documents to give any information
or to make any representation not contained in or not consistent with this Prospectus or any other
information supplied in connection with the Programme or the Covered Bonds and, if given or made,
such information or representation must not be relied upon as having been authorised by such party.

0083121-0000472 SYO1: 2001577860.23
3

Neither this Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by any party to the Programme Documents that any recipient of this
Prospectus or any other information supplied in connection with the Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered Bonds
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and/or the Covered Bond Guarantor. Neither this
Prospectus nor any other information supplied in connection with the Programme or the issue of any
Covered Bonds constitutes an offer or invitation by or on behalf of any party to the Programme
Documents to any person to subscribe for or to purchase any Covered Bonds.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Covered Bonds will in
any circumstances imply that the information contained in it concerning the Issuer and/or the Covered
Bond 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. All parties to the Programme Documents (other than the Issuer and the
Covered Bond Guarantor) expressly do not undertake to review the financial condition or affairs of the
Issuer or the Covered Bond Guarantor during the life of the Programme or to advise any investor in
Covered Bonds 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
Prospectus when deciding whether or not to purchase any Covered Bonds.
The Covered Bonds and the Covered Bond Guarantee have not been and will not be registered under
the Securities Act. The Covered Bonds in bearer form 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 and the Securities Act (see "Subscription
and Sale and Transfer and Selling Restrictions"). Terms used in this paragraph have the meanings given
to them by the Code and the regulations of the U.S. Treasury promulgated thereunder.
As set forth in the Applicable Final Terms, the Covered Bonds are being offered and sold (i) in reliance
on Rule 144A to QIBs and/or (ii) outside the United States in accordance with Regulation S to non-U.S.
persons in offshore transactions or pursuant to an exemption from registration under the Securities Act.
Prospective purchasers are hereby notified that the sellers of the Covered Bonds may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered
Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Covered Bonds may be restricted
by law in certain jurisdictions. No party to the Programme Documents represents that this Prospectus
may be lawfully distributed, or that any Covered Bonds 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 party to the Programme Documents which would permit a
public offering of any Covered Bonds or distribution of this Prospectus in any jurisdiction where action
for that purpose is required. Accordingly, no Covered Bonds may be offered or sold, directly or
indirectly, and neither this Prospectus 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 Prospectus or any Covered
Bonds may come must inform themselves about, and observe, any such restrictions on the distribution
of this Prospectus and the offering and sale of Covered Bonds. In particular, there are restrictions on
the distribution of this Prospectus and the offer or sale of Covered Bonds in Australia, the United States,
the UK, the EEA (including Norway, Sweden and Denmark), Japan, Singapore, and Hong Kong, see
"Subscription and Sale and Transfer and Selling Restrictions".

0083121-0000472 SYO1: 2001577860.23
4

Credit ratings in respect of the Covered Bonds or the Issuer are for distribution only to persons who are
not a "retail client" within the meaning of section 761G of the Corporations Act 2001 of Australia
(Corporations Act) and are also sophisticated investors, professional investors or other investors in
respect of whom disclosure is not required under Part 6D.2 of the Corporations Act and, in all cases, in
such circumstances as may be permitted by acceptable law in any jurisdiction in which an investor may
be located. Anyone who is not such a person is not entitled to receive this Prospectus and anyone who
receives this Prospectus must not distribute it to any person who is not entitled to receive it.
All references in this document to "Australian Dollar" and "A$" refer to the lawful currency for the
time being of Australia, references to "U.S.$", "U.S. dollars" are to the lawful currency of the United
States of America, references to "Sterling" and "£" are to the lawful currency of the UK and 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 EU.
In connection with the distribution of any Covered Bonds (other than A$ Registered Covered Bonds),
the Dealer or Dealers (if any) acting as the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s) as named in the Applicable Final Terms may over-allot Covered Bonds or effect
transactions with a view to supporting the market price of the Covered Bonds and/or any associated
securities at a level higher than that which might otherwise prevail (in each case outside Australia and
not on any market in Australia), but in doing so such Dealer must act as principal and not as agent of
the Issuer or Covered Bond Guarantor. However, stabilisation may not necessarily occur. Any
stabilisation action may begin at any time after the date on which adequate public disclosure of the final
terms of the offer of the relevant Series or Tranche of Covered Bonds 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 Series
or Tranche of Covered Bonds and 60 days after the date of the allotment of the relevant Series or
Tranche of Covered Bonds. Any stabilisation must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable regulations.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Covered Bond Guarantor and the terms of the Covered Bonds being offered, including the merits and
risks involved. The Covered Bonds 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 Prospectus or confirmed the
accuracy or determined the adequacy of the information contained in this Prospectus. Any
representation to the contrary is unlawful.
None of the parties to the Programme Documents make any representation to any investor in the
Covered Bonds regarding the legality of its investment under any applicable laws. Any investor in the
Covered Bonds should be able to bear the economic risk of an investment in the Covered Bonds for an
indefinite period of time.
In this Prospectus, 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.
The CSSF has neither reviewed nor approved any information in this Prospectus in relation to N
Covered Bonds.

0083121-0000472 SYO1: 2001577860.23
5

NOTICE TO U.S. INVESTORS
This Prospectus is being provided on a confidential basis in the United States to a limited number of "qualified
institutional buyers" within the meaning of Rule 144A under the Securities Act (QIBs) in connection with the
consideration of the purchase of the Covered Bonds being offered hereby. Its use for any other purpose in the
United States is not authorised. 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 originally
submitted.
Registered Covered Bonds may be offered or sold within the United States only to QIBs in transactions exempt
from registration under the Securities Act. Each U.S. purchaser of Registered Covered Bonds is hereby notified
that the offer and sale of any Registered Covered Bonds to it may be made in reliance upon the exemption
from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act.
Each purchaser or holder of Covered Bonds represented by a Rule 144A Global Covered Bond (as defined
under "Form of the Covered Bonds") or any Covered Bonds issued in registered form in exchange or
substitution therefore (together Legended Covered Bonds) will be deemed, by its acceptance or purchase of
any such Legended Covered Bonds, to have made certain representations and agreements intended to restrict
the resale or other transfer of such Covered Bonds 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 Covered Bonds".
Offers and sales of the Covered Bonds in the United States will be made by those Dealer(s) or their affiliates
that are registered broker-dealers under the United States Securities Exchange Act of 1934, as amended (the
Exchange Act), or in accordance with Rule 15a-6 thereunder.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Covered Bonds that
are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act, each of the Issuer and/or the
Covered Bond Guarantor, as applicable, has undertaken in the Bond Trust Deed to furnish, upon the request
of a holder of such Covered Bonds or any beneficial interest therein, to such holder or to a prospective
purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act if, at the time of the request, the Issuer and/or the Covered Bond Guarantor, as applicable, is
neither subject to reporting under Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder.
By requesting copies of any of the documents referred to herein, each potential purchaser of Covered Bonds
agrees to keep confidential the various documents and all written information clearly labelled "Confidential"
which from time to time have been or will be disclosed to it concerning the Covered Bond Guarantor or the
Issuer or any of their affiliates, and agrees not to disclose any portion of the same to any person except in
connection with the proposed resale of the Covered Bonds or as required by law.
FORWARD-LOOKING STATEMENTS
This Prospectus 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 Prospectus, including, without limitation, those regarding the Issuer'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 Issuer, 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

0083121-0000472 SYO1: 2001577860.23
6

future business strategies of the Issuer and the environment in which it will operate in the future. These
forward-looking statements speak only as of the date of this Prospectus.
Projections are necessarily speculative in nature, and some or all of the assumptions underlying the projections
and other forward-looking statements may not materialise or may vary significantly from actual results.
Consequently, future results may differ from the Issuer's expectations due to a variety of factors, including (but
not limited to) the economic environment in Australia. Moreover, past financial performance should not be
considered a reliable indicator of future performance and prospective purchasers of the Covered Bonds are
cautioned that any such statements are not guarantees of performance and involve risks and uncertainties, many
of which are beyond the control of the Issuer and/or the Covered Bond Guarantor. The Issuer does not
undertake any obligation to publicly release the result of any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Neither
the Co-Arrangers nor the Dealers have attempted to verify any such statements, nor do they make any
representations, express or implied, with respect to such statements.
None of the Co-Arrangers, the Dealers, the Issuer, the Covered Bond Guarantor, the Security Trustee, the Bond
Trustee nor any other party to a Programme Document has any obligation to update or otherwise revise any
projections, including any revisions to reflect changes in economic conditions or other circumstances arising
after the date of this Prospectus or to reflect the occurrence of unanticipated events, even if the underlying
assumptions do not come to fruition.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a public limited company incorporated in Australia and the Covered Bond Guarantor is a trustee
of a trust established in New South Wales. All of the officers and directors named herein reside outside the
United States and a substantial portion of the assets of the Issuer, the Covered Bond Guarantor 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 the Issuer, the Covered Bond Guarantor or any such persons,
or to enforce judgments against them obtained in courts outside Australia predicated upon civil liabilities of
the Issuer, the Covered Bond Guarantor or such directors and officers, including any judgment predicated upon
United States federal securities laws. There is a doubt as to the enforceability in Australia in original actions
or in actions for the enforcement of judgments of United States courts of civil liabilities predicated solely upon
the federal securities laws of the United States.
PRESENTATION OF FINANCIAL AND OPERATING INFORMATION
Unless otherwise indicated, the financial information incorporated by reference into this Prospectus has been
prepared in accordance with International Financial Reporting Standards (IFRS). The Issuer maintains its
financial books and records and prepares its financial statements in Australian Dollars in accordance with the
requirements of the Corporations Act, 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).
CAPITALISED TERMS
Capitalised terms used in this Prospectus, unless otherwise indicated, have the meaning set out in this
Prospectus. A glossary of defined terms appears at the back of this Prospectus (see "Glossary").
COVERED BONDS MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS
Each potential investor in the Covered Bonds must determine the suitability of its investment in light of its
own circumstances. In particular, each potential investor should:

0083121-0000472 SYO1: 2001577860.23
7

have sufficient knowledge and experience to make a meaningful evaluation of the Covered Bonds, the
merits and risks of investing in the Covered Bonds and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Covered Bonds and the impact the Covered Bonds
will have on its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Covered
Bonds, including Covered Bonds 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;

understand thoroughly the terms of the Covered Bonds and be familiar with the behaviour of any
relevant indices and financial markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Covered Bonds are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They may purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Covered Bonds which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the
Covered Bonds will perform under changing conditions, the resulting effects on the value of the Covered
Bonds and the impact this investment will have on the potential investor's overall investment portfolio.
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) Covered Bonds are legal investments for it, (2) Covered Bonds can be used as
collateral for various types of borrowing, (3) Covered Bonds can be used as repo-eligible securities and
(4) other restrictions apply to its purchase or pledge of any Covered Bonds. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Covered
Bonds under any applicable risk-based capital or similar rules.
The Covered Bonds will not represent an obligation or be the responsibility of any of the Co-Arrangers, the
Dealers, the Bond Trustee, the Security Trustee, any member of the nab Group (other than the Issuer in its
capacity as Issuer under the Programme Documents) or any other party to the Programme, their officers,
members, directors, employees, security holders or incorporators, other than the Issuer and the Covered Bond
Guarantor. The Issuer will be liable solely in its corporate capacity for its obligations in respect of the Covered
Bonds. The Covered Bond Guarantor will be liable solely in its capacity as trustee of the Trust for its
obligations in respect of the Covered Bond Guarantee. In both cases such obligations will not be the
obligations of their respective officers, members, directors, employees, security holders or incorporators.
MIFID II PRODUCT GOVERNANCE/TARGET MARKET
The Final Terms in respect of any Covered Bonds may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Covered Bonds and which
channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (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 Covered Bonds (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.

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A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise
neither the Co-Arrangers 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 Covered Bonds may include a legend entitled "UK MiFIR product
governance" which will outline the target market assessment in respect of the Covered Bonds and which
channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (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 Covered Bonds (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 Covered Bonds is a manufacturer in respect of such Covered
Bonds, but otherwise neither the Co-Arrangers 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 Covered Bonds include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Covered Bonds 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 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; (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 Covered Bonds or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Covered Bonds 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 Covered Bonds includes a legend entitled "Prohibition of Sales to UK
Retail Investors", the Covered Bonds 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 Directive (EU) 2016/97, 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 Covered Bonds or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.

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BENCHMARKS REGULATION
Amounts payable on certain Floating Rate Covered Bonds issued under the Programme may be calculated by
reference to the Euro-zone inter-bank offered rate (EURIBOR), the Sterling Overnight Index Average
(SONIA), the Secured Overnight Finance Rate (SOFR), the Hong Kong inter-bank offered rate (HIBOR), the
Canadian dollar offered rate (CDOR), the Singapore inter-bank offered rate (SIBOR), the Oslo inter-bank
offered rate (NIBOR), the Australian Bank Bill Swap Reference Rate (BBSW) or the NZ Bank Bill
Benchmark Rate (BKBM) as specified in the Applicable Final Terms and each as defined below or in the
Conditions of the Covered Bonds. As at the date of this Prospectus, each of European Money Markets Institute
(as administrator of EURIBOR), 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 BBSW) appears on the register of administrators and benchmarks established and maintained
by the ESMA pursuant to Article 36 of the Regulation (EU) No. 2016/1011 (the EU Benchmarks Regulation).
As at the date of this Prospectus, the administrators of SONIA, SOFR, CDOR, HIBOR and BKBM do not
appear on ESMA's register of administrators and benchmarks under Article 36 of the EU Benchmarks
Regulation. As far as the Issuer is aware, (i) SONIA and SOFR 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 Refinitiv Benchmark Services (UK) Limited (as administrator of CDOR), the Treasury
Markets Association (as administrator of HIBOR) and New Zealand Financial Benchmark Facility (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 (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 Issuer has determined, and hereby notifies all relevant
persons as defined in Section 309A(1) of the SFA, unless otherwise specified before an offer of Covered
Bonds, that all Covered Bonds issued or to be issued under the Programme are classified as capital markets
products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and
Specified 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).
NO RETAIL PRODUCT DISTRIBUTION CONDUCT
This Prospectus and the Covered Bonds 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.

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