#1ACQUISITION OF CITIGROUP'S AUSTRALIAN CONSUMER BUSINESS INVESTOR PRESENTATION 9 August 2021 © 2021 National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686 National Australia Bank#2ACQUISITION OF CITIGROUP'S AUSTRALIAN CONSUMER BUSINESS • . - NAB has agreed to acquire the assets and liabilities of Citigroup's Australian consumer business (the Target Business) Supports NAB's strategic ambition to build a leading personal bank with a simpler, more digital customer experience The business to be acquired is aligned to our core personal banking proposition with 1.4m customers, $7.9bn of home loans, $4.3bn of unsecured lending receivables and $9.0bn of deposits Total purchase consideration to be based on net assets at completion plus a premium of $250m Equity required for NAB of $1.2bn based on incremental RWA¹ and premium Estimated CET1 impact of 32bps on completion. Proforma CET1 as at 31 March 2021 of 11.83%² remains above our target CET1 of 10.75% -11.25% 2 • - Estimated $220m capital to be released (~5bps) upon achieving A-IRB status (approx. 3 years post completion) Estimated pre-tax acquisition and integration costs of $375m, with the majority to be incurred in FY22 and FY23 Attractive valuation - Target Business underlying earnings of ~$330m and cash NPAT of ~$145m for the year to June 20213 Represents 8x pro forma NPAT of the Target Business Expected to be marginally Cash EPS and Cash ROE accretive from completion Targeting pre-tax cost synergies of ~$130m p.a. within 3 years Subject to regulatory approvals, including APRA, ACCC and Treasurer, targeting completion by March 2022 1. - 23 Estimated RWA impact of $8.9 billion includes CRWA based on loan balances as at 30 June 2021 Based on the pro forma CET1 of 12.15% provided with the announcement of the $2.5 billion on-market buy-back on 30 July 2021 less the impact of the Proposed Acquisition (-0.32%) Pro forma financial impact of Target Business based on estimated income and operating expenses for Target Business. Assumes credit impairment charges of ~2.7% on unsecured lending portfolio, consistent with average charges observed on NAB unsecured lending portfolio from 2008 to 2020 National Australia Bank#3OVERVIEW OF CITIGROUP'S AUSTRALIAN CONSUMER BUSINESS TO BE ACQUIRED A comprehensive set of consumer products targeting quality affluent customers ✓ UNSECURED LENDING Leading white label provider to blue chip corporate clients in the airline, retail and financial sectors ✓ Strong digitally enabled capability ✓ CRWA of $4.4 billion¹ ✓ ~1.0 million customers with a tilt to premium MORTGAGES ✓ Total balances $7.9 billion (net of provisions) ✓ CRWA of $2.9 billion¹ ✓ Low risk portfolio ✓ Weighted-average LVR of 60%³ ✓ Largely mass-affluent customer base DEPOSITS / WEALTH Long tenured client base Integration opportunities with NAB Personal Bank and NAB Private Bank 3 Net balances by product2 ($bn) 2.2 1.5 Owner Occupier $5.8bn Home loan book composition³ (%) Investor $2.1bn 27% 73% 0.6 NAB 62% OO Own brand White label Personal loans Net balances by product2 ($bn) Deposits 9.0 Fixed rate 1.1 $1.3bn $2.5bn 17% 3.3 Wealth AUM 4.6 Variable $6.6bn 83% NAB 27% Fixed ■Offset accounts ■Term deposits Current & Savings accounts Accounts 244 848 68 Accounts (000's) 30 Customers (000's) 410 (000's) Net Credit Average Balance ($000's) ~267 Average Balance ($000's) ~22 Losses 1.9% 1.5% 2.6% (% of Avg. Receivables) Net Credit Losses (% of Avg. Receivables) 0.01% Wealth Clients (000's) ~4 1. 23 Based on standardised risk weights for unsecured lending balances (104%) and mortgages (37%) Balances as at 30 June 2021 As at 31 March 2021 National Australia Bank#4UNSECURED LENDING IS CORE TO OUR PERSONAL BANKING STRATEGY PERSONAL BANKING STRATEGY • Simple & digital Credit cards are an important product for our customers While total balances have declined in recent years, credit cards remain an important product facilitating customers' short-term cashflow needs Type of debt currently held by customers¹ $39bn Credit card balances² 4 1. 2. • Flexible and professional bankers able to serve customers whenever, wherever and through any channel they choose Deliver a simple and digital everyday banking experience, including unsecured lending Deliver Australia's simplest home loan 41% 34% 19% 18% Credit card Home Loan Personal loan BNPL >16m Credit cards on issue² Payments are more frequent; credit cards remain material as a share of total payments Credit cards are used for payments ~6x per week / ~265m transactions per month Monthly spend almost at pre-COVID levels – potential upside when international travel resumes Monthly value of credit card transactions in Australia² ($bn) 30 25 20 15 COVID 10 impact May 11 May 13 May 15 May 17 May 19 May 21 ~$27bn per month Credit card transactions² >40% Credit cards as a % of total card payments² Deepens customer relationships and improves Personal Banking share of wallet CC / PL customers 1.8x more likely to take out a home loan vs transactional customers • Transaction data will be key to product and service innovation in personal banking. Innovation supports customer acquisition and retention Q1 2021 NAB Consumer Insight Report - Buy Now Pay Later. % of customers with each type of debt based on survey responses from a representative sample of >2,000 Australian customers Source: RBA National Australia Bank#55 SCALE AND ACCESS TO CAPABILITY WILL ACCELERATE OUR AMBITION Increased scale will support innovation in an evolving unsecured lending and payments market • Increased access to transactional data with ~1.0 million additional unsecured lending customers Incremental scale to NAB Personal Bank (Jun 21) Scale supports investment in new technology to deliver market leading digital capabilities; and drive product innovation to deliver market leading customer experiences and adapt to changing customer preferences • Combined business to be the 2nd largest credit card provider in Australia based on outstanding balances Non-housing Loans ($bn) 4.5 4.3 8.8 +95% Non-housing lending 1.5 customers (m) ■ NAB Personal Bank 1.0 2.5 + 70% ■Citigroup Citigroup management expertise will help drive improved outcomes across the combined unsecured lending business >>>>> Experienced consumer banking management team with ~10 year average tenure at Citigroup White label partnerships and product management experience Experience in campaign modelling and advanced analytics - improves customer acquisition and retention Track record of product innovation including development of digital BNPL offering in Australia National Australia Bank#6INCREMENTAL SCALE IN MORTGAGES AND DEPOSITS Migration of Citigroup mortgage and deposit portfolios delivers over 400k customers... Mortgage customer demographics Mortgage repayment profile 6 . . High quality, low risk mortgage book with skew to more affluent borrowers Increase in deposits across a range of products Not Clustered 11% Student Communities/ Low Income Baby Boomers 4% . Opportunity to offer NAB products to Citigroup Consumer Business customers Lower Middle Class 11% Jun 21 ($bn) Housing Loans Customer Deposits Mature Affluent Suburbs 47% N/A, 6% Middle Australia 13% Upper Middle Class 14% More than 30% of household income, 7% ...adding incremental scale to NAB Personal Banking 121.3 209.5 9.0 130.3 ■ NAB Personal Bank ■Citigroup Less than 30% of household income, 87% 7.9 217.4 +3.8% +7.4% National Australia Bank#7SIGNIFICANT SYNERGY BENEFITS 7 PRE TAX SYNERGIES AND INTEGRATION COSTS • · • Total pre-tax annual cost synergies of ~$130 million p.a. to be achieved over three years • • Representing ~30% of Citigroup's stand alone cost base1 Majority of savings driven by combining our unsecured lending businesses Additional synergy benefits include potential revenue upside from expanding white label relationships and distribution of NAB products to Citigroup Consumer Business customers Estimated pre-tax acquisition costs of $20 million plus integration costs of $355 million with majority incurred in FY22 and FY233 Integration costs include $165 million to be incurred in FY22 and FY23 to build new unsecured lending platform for combined business • Amortisation of capitalised costs for new platform build expected to be recognised over 5 years (through cash opex) • Other integration costs recognised through non-cash earnings as incurred 1. Based on estimated cost base of $410m for the year to June 2021 -23 2. Sources of cost synergies Technology systems² Group infrastructure² Support functions Vendor contracts Property rationalisation ...with potential revenue upside Deepen customer and white label relationships Transaction structured as asset and liability transfer. NAB will not be acquiring all of the technology or platform that currently services the Target Business 3. Assumes targeted completion date of 31 March 2022, subject to regulatory approvals National Australia Bank#8FINANCIAL IMPLICATIONS 8 Financial considerations - Pro forma impact 1. 123 2. on cash profits¹ Key metrics Pro forma financial impact assumes Target Business underlying earnings of ~$330 million and cash NPAT of ~$145 million for the year to June 20212 Key considerations for future revenue impact (post completion) mortgage balances expected to decline over time (partly offset by customers retained through refinancing); short term outlook for card balances to reflect ongoing COVID conditions (elevated repayment rates); detailed integration planning and management action to mitigate potential customer loss Total pre-tax annual cost synergies of ~$130 million p.a. expected to more than offset the impact of revenue decline in the mortgage book Impact of acquisition on Group cash opex target to be confirmed at 1H22 – Target Business pro forma cash opex of ~$410 million on a pre-synergies basis. Impact on forecast group cash opex subject to finalisation of TSAs with Citigroup and more detailed integration planning 8x pro forma Target Business NPAT based on upfront equity required of $1.2 billion 1.25x Price to book based on pro forma capital structure under NAB ownership CET1 impact on completion of 32bps with ~$220 million of capital (~5bps) released from achieving A-IRB status (approx. 3 years post completion) Expected to be marginally Cash EPS and Cash ROE accretive from completion³ Targeting pre-tax cost synergies of ~$130m p.a. Pro forma financial impact of Target Business based on estimated income and operating expenses for Target Business Assumes credit impairment charges of ~2.7% on unsecured lending portfolio, consistent with average charges observed on NAB unsecured lending portfolio from 2008 to 2020 Assumes targeted completion date of 31 March 2022, subject to regulatory approvals National Australia Bank#99 APPENDICES INTEGRATION STRATEGY KEY TRANSACTION TERMS CARDS ASSET QUALITY National Australia Bank#10INTEGRATION MANAGED BY SPECIALIST TEAM TO MINIMISE DISTRACTION High level integration phasing 10 Integration phases Key activities I Targeting completion by March 2022 Full integration 'Day 2' 2022/2023 2024 Transitional Services Agreements (~30 months) I USL platform build (~12 months) I Migrate products Establish new operating model with consolidated shared services I I I 2021 Pre-Completion planning (~9 months) Integration planning USL platform selection / design, Engagement with White Label 1 partners Finalise TSAs 2025 Full integration on NAB Infrastructure Deliver market leading customer experience across Personal Banking platform Ongoing business development with white label partners Focused execution, minimising distractions: Integration management runs integration and BAU runs BAU NAB Personal Bank Integration Management Steering Committee BAU leadership team Dedicated NAB Integration streams and Integration Management Office to support multi-year program of platform build and delivery of migration and integration Integration managed by a team with expertise in delivering large scale separation and integration programs ✓ Ongoing close collaboration with Citigroup to deliver joint outcomes Active communications and continued focus on our customers, partners and colleagues to minimise impact on business National Australia Bank#11KEY TRANSACTION TERMS 11 Key Areas of Focus Transaction Perimeter Conditions Precedent Transitional Services Commentary • The transaction is being structured as an asset and liability transfer, with NAB acquiring-Citigroup's Australian consumer banking business comprising unsecured lending, mortgages, deposits, BNPL and wealth, the dedicated employees and associated contracts and assets¹ Completion is subject to certain conditions including approvals from APRA, ACCC and the Treasurer • As part of the transaction, NAB will enter a Transitional Services Arrangement (TSA) with Citigroup. The TSA is expected to be in place for approximately 30 months 1. 2. . Ultimately end-state is to migrate the Target Business portfolios onto NAB's infrastructure over time Employees & Technology Liability Regime Other The Australian employees that currently operate the Target Business are included within the perimeter of the transaction. Senior management and approximately 800 colleagues in total are expected to join NAB from Citigroup on completion • NAB will not be acquiring all of the technology or platform that currently services the Target Business • • Broadly, liabilities relating to pre-completion conduct to remain with Citigroup² Customary warranty and indemnity regime, including indemnity protection for some specific regulatory and conduct matters. The indemnities and warranties are subject to various limitations and qualifications Consideration will be subject to standard closing account adjustments for balance sheet movement (including appropriate provisioning levels) • NAB will enter discussions with white label partners and there is no certainty that all white label partners will transition to NAB As part of the transaction, NAB has also agreed to acquire the shares in Diners Club Pty Limited, subject to certain additional conditions Pre-completion liabilities to remain with Citigroup include liabilities that arise from wrongful conduct in the period prior to Completion, such as breach of law and breach of contract National Australia Bank#12CARDS ASSET QUALITY KEY COMMENTS 12 ARREARS 4% • Arrears low and on a downward trend post COVID-19 related spike in early 2020 3% • White label portfolio tends to perform better than Citigroup portfolio 2.4% 2% 30+ DPD 90+ DPD 1.0% CREDIT COSTS¹ 2.8% 2.3% FY18 FY19 1.4% FY20 1. Represents Citigroup Cards' equivalent of credit impairment charges for financial years to December 1% 0% Jun 18 Dec 18 Jun 19 Dec 19 Jun 20 Dec 20 Jun 21 90+ DPD-BY BRAND ~40% of balances ~60% of balances 1.2% 0.8% Citigroup branded White Label National Australia Bank#13DISCLAIMER The material in this presentation is general background information about the NAB Group and its proposed acquisition of the Target Business current at the date of the presentation on 9 August 2021. The information is given in summary form and does not purport to be complete. It is intended to be read by a professional analyst audience in conjunction with the verbal presentation and NAB's financial statements and information previously lodged with the Australian Securities Exchange ("ASX") which is available at www.asx.com.au. The information in this presentation is provided as at the date of this presentation (unless otherwise stated) and is subject to change. NAB is not obligated to update it or correct it. The presentation is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. No representation is made as to the accuracy, completeness or reliability of the presentation. Certain information in this presentation has been sourced from Citigroup or their respective representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither NAB nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications. This presentation contains statements that are, or may be deemed to be, forward looking statements. These forward looking statements may be identified by the use of forward looking terminology, including the terms "believe", "estimate", "plan", "project", "anticipate", "expect", "target", "intend", "likely", "may", "will", "could" or "should" or, in each case, their negative or other variations or other similar expressions, or by discussions of strategy, plans, objectives, targets, goals, future events or intentions. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. You are cautioned not to place undue reliance on such forward looking statements. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Group, which may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. There are a number of other important factors that could cause actual results to differ materially from those projected in such statements, including (without limitation) a significant change in the Group's financial performance or operating environment; a material change to law or regulation or changes to regulatory policy or interpretation; and risks and uncertainties associated with the ongoing impacts of the COVID-19 pandemic, the Australian and global economic environment and capital market conditions. Further information is contained in the Group's Luxembourg Transparency Law disclosures released to the ASX on 6 May 2021 and the Group's Annual Financial Report for the 2020 financial year, which is available at www.nab.com.au. In this presentation, a reference to "NAB", the "NAB Group", the "Group" or the "Company", "we", "our" or "us" is a reference to National Australia Bank Limited and its controlled entities. For further information visit www.nab.com.au or contact: Sally Mihell Natalie Coombe Executive, Investor Relations Mobile +61 (0) 436 857 669 13 Director, Investor Relations Mark Alexander General Manager, Corporate Communications Mobile | +61 (0) 477 327 540 Mobile | +61 (0) 412 171 447 National Australia Bank