National Australia Bank Limited (ABN 12 004 044 937) ("NAB") Announces Tender Offer for Any and All of Its Outstanding 2.550% Fixed Rate Notes Due January 13, 2012 Guaranteed by the Commonwealth of Australia

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Feb 11, 2011, 09:29 ET

MELBOURNE, Australia, Feb. 11, 2011 /PRNewswire/ -- NAB announced today that it commenced a cash tender offer for any and all of its 2.550% Fixed Rate Notes due January 13, 2012 Guaranteed by the Commonwealth of Australia (the "Notes") outstanding in an aggregate principal amount of US$2.5 billion. The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated today, which set forth a more complete description of the terms and conditions of the tender offer, including the calculation of the cash purchase price. Holders of the Notes are urged to read the offer to purchase and the related letter of transmittal carefully before making any decisions with respect to the tender offer.

The tender offer will expire at 5:00 p.m., New York City time, on February 22, 2011, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes on or prior to the Expiration Time in order to be eligible to receive the Purchase Price (as defined below). Tenders of Notes may be validly withdrawn at any time on or prior to, but not after, the Expiration Time.

The following table summarizes the material pricing terms of the tender offer:

Title of Security

CUSIP Numbers

ISIN

Principal Amount Outstanding

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread (Basis Points)

2.550% Fixed Rate Notes due January 13, 2012 Guaranteed by the Commonwealth of Australia

144A: 6325C0AS0

Reg S: 6325C1AL3

144A: US6325C0AS04

Reg S: US6325C1AL34

US$2,500,000,000

1.125% due January 15, 2012

PX3

-5bps

NAB will pay a purchase price (the "Purchase Price") per US$1,000 principal amount of the Notes (excluding accrued interest) calculated as described in the offer to purchase in a manner intended to result in a yield to maturity equal to the sum of the yield to maturity of the 1.125% U.S. Treasury Notes due January 15, 2012, as measured at 11:00 a.m., New York City time, on February 22, 2011 (such time and date, as the same may be extended, the "Price Determination Date") and the fixed spread as shown in the table above. In addition to the Purchase Price, holders of Notes that are validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes purchased pursuant to the tender offer to, but not including, the settlement date. NAB expects the settlement date to occur on the second business day following the expiration of the tender offer.

The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the offer to purchase.

J.P. Morgan Securities LLC is serving as dealer manager and Global Bondholder Services Corporation is serving as the depositary and information agent for the tender offer.

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia ("Corporations Act")) in relation to the offer has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") and the offer to purchase does not comply with Division 5A of Part 7.9 of the Corporations Act. In addition:

(a) no offers or applications will be made or invited for the purchase of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and

(b) the offer to purchase or any other offering material or advertisement relating to any Notes will not be distributed or published in Australia,

unless (i) the aggregate consideration payable by NAB is at least A$500,000 (or its equivalent in other currencies but disregarding moneys lent by the offer or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.

This media release is not an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only pursuant to the terms of the offer to purchase and the related letter of transmittal.

Requests for documents may be directed to Global Bondholder Services Corporation toll-free at (866) 952-2200 or in writing at 65 Broadway – Suite 404, New York, New York 10006, Attention: Corporate Actions. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-2494 (collect).

SOURCE National Australia Bank Limited