National Australia Trustees Limited (ABN 80007 350405 and Australian Financial Services Licence No. 230703) (incorpomaxl with limited liability in Australia) in its capacity as trustee of National Capital Trust III A$400,000,000 Floating Rate National Capital Instruments bane Price 100 per cent. National Australia Bank Limited (ABN 12 004 044 937) (incorporated with limited liability in Australia) The AS400,000,000 Floating Rate National Capital Instruments (the "NCIs") are expected to be issued on 18 September 2006 (the "Issue Date"). The NCIs will entitle holders, subject to the conditions described in this Information Memorandum, to receive non-cumulative distributions ("Distributions") quarterly in arrears on each 31 March, 30 June, 30 September and 31 December, commencing on 31 December 2006 (each, a "Distribution Payment Date"). Distributions on the NCIs will accrue from (but not including) the Issue Date at a rate equal to the Bank Bill Rate (as defined in clause 3.1 ("Distributions") of the tams of issue of the NCIs (the "NCI Terms") (see Terms and Concktions of the NCIs below) plus a margin of 0.95 per cent. per =MUM (the -Initial Margin") up to (aid including) 30 September 2016 (the "Step-Up Date) and, from (but not including) the Step-Up Date at a rate equal to the Bank Bill Rate plus a margin of 1.95 per cent per annum (the "Distribution Rate") (see further Terms and Conditions of the NCIs - Distributions below). Payment of any Distribution on the NCIs is subject to the Trust (as defined below) having sufficient funds to pay that Distribution. The funds available to the Trust in respect of any Distribution Payment Date will be limited to the funds it receives in respect of the securities issued by National Capital htstruments (AM] LLC 2 ("National LLC 2") and held by the Trust (the "LLC 2 Securities"). The funds available to National LLC 2 to make a payment on the LLC 2 Securities will, in turn, be limited to the interest received from the notes issued by National Capital Instruments [AM) LLC 1 ("National LLC 1") and held by National LLC 2 (the "LLC Notes"). Payments of interest on the LLC Notes are limited to payments received by National LLC 1 on the subordinated debentures issued by National Australia Bank Limited ("National") acting through its New York Branch and held by National LLC 1 (the "Subordinated Debentures"). In addition, interest on the LLC Notes and the Subordinated Debentures is subject to the payment tests and conditions contained in the terms of the LLC Notes and Subordinated Debentures (see Summary of Prinipal Documents - Terms of the LLC Notes and Summary of Principal Documents - Terms of the Subortfinated Debentures below). Distributions are non-cumulative and holders of NCIs ("NCI Holders") will not be entitled to recover my Distributions which are not paid because those tests have not been met. The NCIs are perpetual instruments with no set maturity date. However, the NCIs may be redeemed or converted into preference shares of National (the "Preference Shares") in the circumstances described in this Information Memorandum. NCI Holders will have no right to require the NCIs be redeemed or converted into Preference Shares. The NCIs are expected to be assigned on issue a rating of "A2" by Moodys Investor Services Pty Ltd ("Moodys"), "A-" by Standard Poors Rating Services, a division of the McGraw Hill Companies Inc. ("SP") and an "A+" rating by Fitch Ratings Limited ("Fitch"). A credit rating is not a recoinmendatica to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency. See Risk Factors bedew tor a scission of certain factors that should be considered by prospective iavestors. The NCIs are not guaranteed by and do not represent deposits or other liabilities of National sr any related parties or associates of National Joint Lead Managers DEUTSCHE BANK NATIONAL AUSTRALIA BANK LIMITED The date of this Information Memorandum is 12 September 2006 8578329 11.doc IMPORTANT NOTICE This Information Memorandum relates solely to a proposed issue of units (the "NCIs") in National Capital Trust III, a wait trust established under the laws of Victoria (the "Trust"), by National Australia Trustees Limited (ABN 80 007 350 405 and Australian Financial Services Licence No. 230703) ("NATL") in its capacity as trustee (the "Trustee") of the Trust (the "Issuer"). This Information Memorandum does not relate to, and is not relevant for, any other purpose than to assist the recipient to decide whether to proceed with a further investigation of the NCIs. It is only a summary of the terms and conditions of the NCIs and does not purport to contain all the information a person considering investing in the NCIs may require. The definitive terms and conditions of the NCIs and the Trust are contained in the Transaction Documents, which should be reviewed by any intending purchaser. If there is any inconsistency between this Information Memorandum and the Transaction Documents, the Transaction Documents should be regarded as containing the definitive information. A copy of the Transaction Documents may be viewed by intending purchasers at the office of the Trustee referred to in the Directory at the back of this Information Memorandum. This Information Memorandum is not, and should not be construed as, an offer or invitation to any person to subscribe for or purchase or otherwise deal in any NCIs, and must not be relied upon by intending purchasers of the NCIs. Definitions All defined terms used in this Information Memorandum are indexed in the Index of Defined Terms appearing at the end of this Information Memorandum. Unless otherwise stated, references in this Information Memorandum to "AS", "S", "Australian dollars" or "dollars" are to the lawful currency of Australia. Documents Incorporated by Reference This Information Memorandum is to be read in conjunction with all of the documents that are incorporated by reference (see Documents Incorporated by Reference below). Responsibility for Information The Issuer and National (each a "Primary Party") have prepared this Information Memorandum and have requested and authorised the distribution of this Information Memorandum and have sole responsibility for its accuracy. None of the Joint Lead Managers, the Initial Subscriber, NATL (in any capacity other than as the Issuer), National LLC 1, National LLC 2, the LLC Manager, the Registrar, the Issuing and Paying Agent, any other party named or referred to in this Information Memorandum (other than the Primary Parties) or any of their respective "Related Parties" or "Associates" (each as defined in the Corporations Act 2001 of Australia (the "Corporations Act")), or any external adviser to the Primary Parties or any of the foregoing (each, an "Other Party") makes any representation or warranty, express or implied, as to, nor assumes any responsibility or liability for, the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Information Memorandum or any previous, accompanying or subsequent material or presentation. The Other Parties and the Primary Parties are together referred to in this Information Memorandum as the "Parties". 2 Except for having checked their respective names and addresses in the Directory at the back of this InformMien Memorandum, no person listed in the Directory other than the Primary Parties has authorised, caused the issue of, or have any responsibility for, any part of this Information Memorandum. No recipient of this Information Memorandum can assume that any person referred to in it has conducted any investigation or due diligence concerning, or has carried out or will carry out any independent audit of, or has independently verified or will verify, the information contained in this Information Memorandum. Preparation Date This Information Memorandum has been prepared based on information available and facts and circumstances known to the Issuer and National as at 12 September 2006 (the "Preparation Date"). The delivery of this Information Memorandum, or any offer or issue of NCIs, at any time after the Preparation Date does not imply, nor should it be relied upon as a representation or warranty, that: (a) there has been no change since the Preparation Date in the affairs or financial condition of the Issuer, the Trust, the Trustee, National LLC 1, National LLC 2, National or any other party named in this Information Memorandum; or (b) the information contained in this Information Memorandum is correct at such later time. No one undertakes to review the financial condition or affairs of the Issuer, the Trust, the Trustee, National LLC 1, National LLC 2, National or any other party named in this Information Memorandum at any time or to keep a recipient of this Information Memorandum or a holder of NCIs (a "NCI Holder") or a holder of Preference Shares (if issued) informed of changes in, or matters arising or coming to their attention which may affect, anything referred to in this Information Memorandum. Neither the Primary Parties nor any other person (including any Other Party) accepts any responsibility to purchasers of the NCIs or intending purchasers of the NCIs to update this Information Memorandum after the Preparation Date with regard to information or circumstances which come to its attention after the Preparation Date. It should not be assumed that the information contained in this Information Memorandum is necessarily accurate or complete in the context of any offer to subscribe for or an invitation to subscribe for or buy any of the NCIs at any time after the Preparation Date, even if this Information Memorandum is circulated in conjunction with the offer or invitation. Authorised Material No person is authorised to give any information or to make any representation which is not expressly contained in or consistent with this Information Memorandum and any information or representation not contained in or consistent with this Information Memorandum must not be relied upon as having been authorised by or on behalf of the Primary Parties.