OFFERING CIRCULAR DATED 24th JANUARY, 2008. NATIONAL AUSTRALIA BNZ INTERNATIONAL CLYDESDALE BANK PLC BANK LIMITED FUNDING LIMITED, acting through its London Branch (ABN 12 004 044 937) (incorporated in New Zealand with (incorporated in Scotland with limited (incorporated with limited liability in the limited liability under registered number liability under registered number Commonwealth of Australia) 1635202 and registered as a branch in SC001111) England & Wales under numbers BR008377 and FC026206) U.S.$75,000,000,000 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.$75,000,000,000 Global Medium Term Note Programme (the Programme), National Australia Bank Limited (NAB), Clydesdale Bank PLC (Clydesdale) 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 and Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). This Offering Circular supersedes all previous prospectuses and offering circulars relating to the Programme. 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 the Notes issued by BNZ-IF (Guaranteed Notes) will be unconditionally and irrevocably guaranteed by Bank of New Zealand (the Guarantor). The Final Terms (as defined below) for each Tranche (as defined under ‘‘Terms and Conditions of the Notes’’) will state whether the Notes of such Tranche are to be (i) senior Notes (Senior Notes), (ii) term subordinated Notes (Term Subordinated Notes), (iii) undated subordinated Notes (Undated Subordinated Notes), (iv) guaranteed senior Notes (Guaranteed Senior Notes), (v) guaranteed term subordinated Notes (Guaranteed Term Subordinated Notes) or (vi) guaranteed undated subordinated Notes (Guaranteed Undated Subordinated Notes). Guaranteed Term Subordinated Notes and Guaranteed Undated Subordinated Notes are together referred to herein as Guaranteed Subordinated Notes. Term Subordinated Notes, Undated Subordinated Notes, Guaranteed Term Subordinated Notes and Guaranteed Undated Subordinated Notes are together referred to herein as Subordinated Notes. Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$75,000,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Summary of the Programme’’ 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 to such Notes. Application has been made to the Commission de surveillance du secteur financier in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilie`res) (the Competent Authority) to approve this Offering Circular. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to the official list and traded on the Regulated Market of the Luxembourg Stock Exchange in accordance with Directive 2003/71/EC (the Prospectus Directive). 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 the Regulated Market of the Luxembourg Stock Exchange. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see ‘‘Risk Factors’’. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set out in the applicable Final Terms (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche. 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 Notes) and the relevant Dealer. In the case of Notes of any of the Issuers which are (i) to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member State other than the Regulated Market of the Luxembourg Stock Exchange (a Host Member State); or (ii) offered to the public in a Host Member State, such Issuer will request that the Competent Authority delivers to the competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Offering Circular has been drawn up in accordance with the Prospectus Directive and, if so required by the relevant Host Member State, a translation of the summary set out in this Offering Circular. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Issuer and the Guarantor (in the case of Guaranteed Notes) may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a Supplement to this Offering Circular (as defined herein), if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Neither the Notes nor the Guarantee (as defined under ‘‘Terms and Conditions of the Notes’’) (in the case of Guaranteed 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 benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. 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’’. Arranger NATIONAL AUSTRALIA BANK LIMITED Dealers BARCLAYS CAPITAL CITI DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY NATIONAL AUSTRALIA BANK LIMITED NOMURA INTERNATIONAL RBC CAPITAL MARKETS THE ROYAL BANK OF SCOTLAND TD SECURITIES UBS INVESTMENT BANK This Offering Circular comprises (i) a prospectus for the issuance of Notes under the Programme by NAB; (ii) a prospectus for the issuance of Guaranteed Notes under the Programme by BNZ-IF; and (iii) a prospectus for the issuance of Notes under the Programme by Clydesdale. Each prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Each Issuer and the Guarantor (the Responsible Persons) accepts responsibility for the information contained in this Offering Circular 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. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular (and, therefore, acting in association with the Issuer) in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be. Copies of Final Terms will be available from the registered office of the relevant Issuer and the Guarantor (in the case of Guaranteed Notes) and 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 which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’ below). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. Following the publication of this Offering Circular, a supplement to this Offering Circular approved by the Competent Authority pursuant to Article 16 of the Prospectus Directive may be prepared by any of the Issuers (a Supplement to this Offering Circular). Pursuant to Article 14(2) of the Prospectus Directive, any such 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 Agent (as defined below) at Winchester House, 1 Great Winchester Street, London, EC2N 2DB.