Exhibit 3.184.34
Total Page:16
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NAB.005.419.0001 2015 Year End Employee Share Offer Guide March 2016 This guide explains the terms and conditions of your invitation to participate in the Offer. The NAB shares on offer are provided under the Plan which, together with this guide, sets out the terms and conditions of the NAB shares. You can obtain a copy of the Plan, without charge, by contacting Computershare during AEDT business hours. Copies are also available on the NAB Employee Online Website. The terms set out in this guide may vary from those previously communicated and you should read them carefully. In the event of any inconsistency, the terms in this guide expressly prevail over any communications relating to your NAB shares. The information in this guide, any accompanying information and any advice provided by NAB in connection with the Offer is general advice only and does not take into account your personal objectives, financial situation and needs. You should consider obtaining your own financial product advice from an independent person who is appropriately authorised or licenced to give such advice. This document has not been reviewed by or registered with any regulatory authority in any jurisdiction. National Australia Bank Limited ABN 12 004 044 937 NAB.005.419.0002 1. Key dates Key dates Offer period 5 February 2016 to 19 February 2016 Opt-out Date 5:00pm 19 February 2016 (AEDT) WASP Period The five trading days from 22 February 2016 to 26 February 2016 inclusive Anticipated Allocation Date 2 March 2016 End of the Restriction Period 2 March 2019 End of the Retention Period1 2 September 2019 2. Details of the offer Key questions Answer What’s on offer? NAB shares to the approximate value of A$1,000 to recognise Group performance in the last financial year. How many NAB The number of NAB shares on offer is worked out using the following formula: shares are on offer? A$1,000 WASP at which NAB shares are traded on the ASX during the WASP Period (rounded down to the nearest whole number of NAB shares) This WASP can differ from the average closing prices over the WASP Period because it reflects the volume of NAB shares traded and the price at which they were traded. Who can participate You need to meet the following 3 criteria to be eligible to participate in the Offer: in the offer? 1. You need to have been a Permanent Employee with at least six months continuous service as at the end of NAB’s last financial year. This is required as the offer recognises the Group’s performance in the last financial year. Casual and temporary employees and employees on career break are not eligible to participate. 2. You must still be a Permanent Employee on the Allocation Date 3. You must not be eligible to participate in the Executive Long Term Incentive program or a business unit specific long term incentive program. You are not eligible to receive NAB shares simply because you have received this guide. 1 Only applicable if you are a UK Material Risk Taker (as advised by NAB). NAB Year End Share Offer Guide Page 2 NAB.005.419.0003 Key questions Answer What do I need to do You do not need to take any action to participate in the offer and you do not need to to participate? pay anything to be allocated the NAB shares.2 What do I do if I don’t If you DO NOT want to participate, then you need to opt-out before 5pm AEDT on the want to participate? Opt-out Date. You can opt-out by visiting www.computershare.com/employee/au/offerlogin/nab and following the prompts to complete the opt-out process. You will receive a confirmation of your opt-out approximately one week after you have completed the online opt-out process. If you qualify for this Offer and you opt out, then you will not receive NAB shares. In addition, cash will not be provided as an alternative. How will I know if I You will receive a confirmation of the share allocation from Computershare shortly after have received the the Allocation Date. NAB shares? 3. Dealing in the NAB shares Key questions Answer Will I be free to deal No. If you participate, your NAB shares will be held by the Trustee on your behalf until with my NAB shares the earlier of: from the Allocation three years from the Allocation Date; or Date? the date on which you cease “relevant employment” (see below). This period is called the Restriction Period. You can’t deal in your NAB shares during that time. 3 What can I do at the You can choose to either sell or keep the NAB shares. Information on how to do this end of the can be obtained from Computershare at the end of the Restriction Period. If you Restriction Period? 4 decide to sell the NAB shares you will then receive the proceeds of sale (after sale costs have been deducted). If you don’t give any instructions about how you want to deal with the NAB shares, the Trustee can still decide to sell them on your behalf or alternatively it can transfer them into your name. The Trustee may require you to reimburse costs associated with any transfer or sale. 2 New Zealand employees only: You must pay the Trustee the nominal amount of NZ$1.00 for all shares acquired under the Plan. If you do not opt out, the Bank of New Zealand or National Nominees Limited (as applicable) are authorised, at a time determined by NAB, to deduct from your salary or nominated bank account (if on extended unpaid leave), the amount of NZ$1.00 to be paid to the Trustee in respect of this Offer. The Trust Deed governing the Plan provides that you may apply for a loan for the NZ$1.00; and You also instruct the Trustee to subscribe for or purchase (as NAB thinks fit) the shares on your behalf to be held under the terms of the Plan and by doing so you irrevocably confirm that, whilst the shares are held in trust, you will not participate in NAB's Bonus Share Plan or Share Purchase Plan or seek to instruct the Trustee to do so and, accordingly, irrevocably you instruct NAB to disregard any request or instruction to the contrary. You agree to be bound by the terms and conditions of the Offer, the Trust Deed of the Plan and the constitution of NAB. 3 UK Employees Only: If you are a UK Material Risk Taker (as advised by NAB): at the end of the Restriction Period there is a further Retention Period which ends on the earlier of: the End of the Retention Period (as described in the Key Dates section); or the date on which you cease "relevant employment". you can’t deal in your NAB shares during the Restriction Period or the Retention Period although, where required by law, the Trustee may transfer or deal with your shares even though the Restriction Period or Retention Period has not ended; and if you have a tax liability at the End of the Restriction Period, the default position is that NAB (and/or your employer or former employer) will sell or procure the sale of a sufficient number of your NAB shares at that time to fund your tax liability (unless the liability is met by deducting the necessary amount from your remuneration or you paying the necessary amount directly to the NAB Group) and only a net number of shares will be subject to the Retention Period. 4 Or, if you are a UK Material Risk Taker (as advised by NAB), at the End of the Retention Period. NAB Year End Share Offer Guide Page 3 NAB.005.419.0004 Key questions Answer What happens to my Your “relevant employment” continues provided you continue to be employed by the NAB shares if I cease company that employed you on the Allocation Date. It will also continue if you cease to employment with the be employed by that company, but you remain employed by a company in the NAB NAB Group? Group. If you cease “relevant employment” before the Restriction Period is over, you can either keep or sell your NAB shares at that time.5 You will need to instruct the Trustee once you have decided what you would like to do. Information on how to do this will be provided by Computershare at the relevant time. 4. Other important information6 Key questions Answer Will I receive All dividends earned from the NAB shares are yours from the Allocation Date. dividends on my NAB’s dividends are generally paid twice a year. However, the payment of dividends NAB shares? depends on a number of things including NAB’s profitability and dividend policy. You will need to ensure that your banking details for any future dividends are up to date. Any dividend paid will be credited to the account into which NAB pays your salary. 7 If you do not want your dividend to be paid into that account and would prefer to provide alternative payment instructions you can update your payment details by submitting instructions online at www.computershare.com/employee/nab. NAB shares acquired under the offer are eligible to participate in NAB’s Dividend Reinvestment Plan even while they are held in trust.8 Can I vote my NAB You can vote at shareholder meetings while the NAB shares are held by the Trustee shares? but to do so you must instruct the Trustee in writing how to vote on your behalf.