Investor Presentaiton

KEY 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

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