When NAB announces a dividend, information on the dividend, including the price per New Share for the purposes of the Plans, will be set out in a Notification of Dividend/Distribution that NAB lodges with the ASX.
The Plan Rules, the Notification of Dividend/Distribution for a dividend and this notice are collectively referred to as the “Plan Documents”. The Plan Documents do not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, the Plans are not available to persons in, and the New Shares may not be offered or sold in, any country outside Australia except to the extent permitted below. NAB shareholders outside Australia who do not have a registered address in a permitted jurisdiction listed below are not eligible to participate in the Plans.
Permitted jurisdictions:
France
The Plan Documents have not been, and will not be, registered with or approved by any securities regulator in France or elsewhere in the European Union. Accordingly, the Plan Documents may not be made available, nor may the New Shares be offered for sale, in France except in circ*mstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the Prospectus Regulation).
In accordance with Article 1(4)(h) of the Prospectus Regulation, an offer of New Shares in France is limited to existing shareholders of NAB.
Hong Kong
WARNING: The contents of the Plan Documents have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Plan Documents, you should obtain independent professional advice.
Ireland
The Plan Documents have not been, and will not be, registered with or approved by any securities regulator in Ireland or elsewhere in the European Union. Accordingly, the Plan Documents may not be made available, nor may the Shares be offered for sale, in Ireland except in circ*mstances that do not require a prospectus under Article 1(4) of the Prospectus Regulation.
In accordance with Article 1(4)(h) of the Prospectus Regulation, an offer of Shares in Ireland is limited to existing shareholders of NAB.
Japan
The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended. Accordingly, the Plan Documents will not be distributed in Japan and the New Shares may not be offered or sold in Japan. The New Shares will only be offered and sold outside Japan.
Malaysia
No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to the offer of New Shares. The New Shares under the Plans may not be offered, sold or issued in Malaysia except to existing shareholders of NAB.
New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of NAB with registered addresses in New Zealand to whom the offer of the New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
The Plan Documents have not been registered, filed with or approved by any New Zealand regulatory authority. The Plan Documents are not a product disclosure statement under New Zealand law and are not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
Singapore
The Plan Documents have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, the Plan Documents and any other materials relating to the offer or sale, or invitation for subscription or purchase, of New Shares may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except (i) to existing members of NAB pursuant to Section 273(1)(cd) of the Securities and Futures Act 2001 of Singapore (SFA) or (ii) pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the SFA or any other applicable provision of the SFA.
The Plan Documents have been made available to you on the basis that you are an existing holder of Shares. If you are not such a shareholder, please discard the Plan Documents. You may not forward or circulate the Plan Documents to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
United Kingdom
Neither the information in the Plan Documents nor any other document relating to the Plans has been delivered for approval to the Financial Conduct Authority (FCA) in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares.
The Plans are only available to existing shareholders of NAB and the New Shares may not be offered or sold in the United Kingdom except in circ*mstances that do not require the publication of a prospectus pursuant to section 86(1) FSMA. The offer of New Shares falls within an exemption set out in Article 1(4)(h) of the UK Prospectus Regulation on the basis that it relates to dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer.
The Plan Documents should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circ*mstances in which section 21(1) FSMA does not apply to NAB.
In the United Kingdom, the Plan Documents are being made available only to, and is directed at, persons (i) who fall within Article 43 (members of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (SI 2005/1529), or (ii) to whom it may otherwise be lawfully communicated (together relevant persons). The investment to which the Plan Documents relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on the Plan Documents.
