National Australia Bank Ltd. — Share Issue/Capital Change 2009

Jan 1, 2009

Appendix 3B New issue announcement

reRule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Name of entity

NATIONAL AUSTRALIA BANK LIMITED

ACN, ARBN or ARSN

ABN 12 004 044 937

We the (entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections ( 1 Class of securities issued or to be issued 2 Number of securities issued or to be Issued (if known) or maximum number which may be issued 3 Principal terms of the securities (eg, if Options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) Total	attach sheets if there is not enough space).	attach sheets if there is not enough space).
	Ordinary Shares fully paid
	43,127,505 to be issued
	• 2,921 Shares issued pursuant to NED Retirement Benefit Share Plan • 26,882,115 Shares issued pursuant to the Dividend Reinvestment Plan
	• 1,882,867 Shares issued pursuant to the Bonus Share Plan
		• 974,324 Shares issued pursuant to the Staff Share Allocation Plan
		• 191,209 Shares issued pursuant to the NZ Staff Share Allocation Plan
		• 212,296 Shares issued pursuant to the Staff Share Ownership Plan
		• 123,866 Shares issued pursuant to the Staff Share Ownership Plan
		• 12,397,603 Shares issued pursuant to the Staff Purchase Plan
		• 460,304 Shares issued pursuant to the UK Staff Share Incentive Plan
	43,127,505

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Appendix 3B Page 1

National Australia Bank Limited

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Appendix 3B New issue announcement

• 4 Do the securities rank equally in all As from Allotment all shares will rank pari passu with existing shares . respects from the date of allotment with Not applicable an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which the

• participate

  • for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

TOTAL	2,921 $19.28 26,882,115 $18.64 1,882,867 $19.08 974,324 $19.19 191,209 $19.19 212,296 $19.29 123,866 $19.26 12,397,603 $19.97 460,304 $19.19	Shares issued pursuant to NED Retirement Benefit Share Plan $56,316.88 Shares issued pursuant to the Dividend Reinvestment Plan $501,082,623.60 Shares issued pursuant to the Bonus Share Plan $35,925,102.36 Shares issued pursuant to the Staff Share Allocation Plan $18,697,277.56 Shares issued pursuant to the NZ Staff Share Allocation Plan $3,669,300.71 Shares issued pursuant to the Staff Share Ownership Plan (Recognition) $4,095,189.84 Shares issued pursuant to the Staff Share Ownership Plan (ESSP) $2,385,659.16 Shares issued pursuant to the Share Purchase Plan $247,580,131.91 Shares issued pursuant to the UK Staff Share Incentive Plan $8,833,233.76
	43,127,505	$822,324,835.78

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Appendix 3B New issue announcement

6 Purpose of the issue (if issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering securities into uncertificated holdings or despatch of certificates 8 Number and +class of all securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Issued in accordance with the terms and conditions of the National Australia Bank Limited: � NED Retirement Benefit Share Plan � Dividend Reinvestment Plan � Bonus Share Plan � Staff Share Allocation Plan � NZ Staff Share Allocation Plan � Staff Share Ownership Plan � Share Purchase Plan � UK Staff Share Incentive Plan	Issued in accordance with the terms and conditions of the National Australia Bank Limited: � NED Retirement Benefit Share Plan � Dividend Reinvestment Plan � Bonus Share Plan � Staff Share Allocation Plan � NZ Staff Share Allocation Plan � Staff Share Ownership Plan � Share Purchase Plan � UK Staff Share Incentive Plan
	Allotted and Dispatched progressively from15 November 2008 to 31 December 2008 (inclusive)
	Number	+Class
	1,913,361,626 20,000,000 1,425,000 400,000	Ordinary shares fully paid National Income Securities stapled debt/preference shares Floating rate notes due 15 September 2009 Fixed rate notes due 15 September 2009
	Number	+Class
	209,705 54,056,521 9,924,841 600 600	Ordinary shares partly paid and not quoted Un-exercised options Un-exercised Performance Rights Stapled Securities Convertible Notes
	Not Applicable

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Appendix 3B New issue announcement

Part 2 – Bonus issue or pro rata issue

11 Is security holder approval required ?) 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the securities will be Offered 14 Class of securities to which the offer Relates 15 Record dated to determine entitlements 16 Will holdings on different registers (or Subregisters) be aggregated for Calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. 19 Closing date for receipt of acceptances or Renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or Commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

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Appendix 3B New issue announcement

28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their Entitlements_in full_through a broker? 31 How do security holders sell_part_of their Entitlements through a broker and accept for the balance? 32 How do security holders dispose of their Entitlements (except by sale through a broker)? 33 Dispatch date	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

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Appendix 3B New issue announcement

Part 3 – Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

(tick one)

• (a) a Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully Paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35 The names of the 20 largest holders of the additional securities, and the number and Percentage of additional +securities held by those holders

• 36 A distribution schedule of the additional securities setting out the number of holders in the Categories 1 – 1,000

1,001 – 5,000 5,000 – 10,000 10,001 – 100,000 100,001 and over

• 35 A copy of any trust deed for the additional securities

(now go to 43)

Entities that have ticked box 34(b)

• 38 Number of securities for which Not Applicable quotation is sought

• 39 Class of securities for which quotation Not Applicable is sought

• 40 Do the securities rank equally in all Not Applicable respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state:

• the date from which they do

• • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

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National Australia Bank Limited

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Appendix 3B New issue announcement

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• 42 Number and class of all securities quoted on ASX ( including the securities in clause 38)

Not Applicable	Not Applicable
Number	+Class
Not Applicable

Quotation agreement

• 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

• 2 We warrant the following to ASX

• the issue of the securities to be quoted complies with the law and is not for an illegal purpose.

• there is no reason why those securities should not be granted quotation.

• an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738, or 1016F of the Corporations Act at the time that we require the securities to be quoted.

• If confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request the securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any Information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ……………………………………. Date: 31 December 2008 MJ HEALEY, Company Secretary

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Appendix 3B Page 7

National Australia Bank Limited

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