RNS Number:5016S
National Australia Bank Ld
26 November 2003
PART 6B
Share rights - ordinary shares
Holders of ordinary shares are entitled to receive such dividends on those
shares as may be declared by the directors from time to time. Dividends that
are paid but not claimed may be invested by the directors for the benefit of the
Company until required to be dealt with in accordance with any law relating to
unclaimed monies.
Dividends are only payable out of profits of the Company, and a declaration by
the directors as to the amount of profits available for dividend is final and
binding on all members. Before paying any dividend, directors may set aside,
out of the profits of the Company, such reserves as they think proper to be
applied at their discretion for any proper purpose, and may carry forward so
much of the profits remaining as they consider ought not to be distributed as
dividends without transferring those profits to a reserve.
Each ordinary shareholder present at a general meeting (whether in person or by
proxy or representative) is entitled to one vote on a show of hands or, on a
poll, one vote for each fully paid ordinary share held. Holders of partly paid
ordinary shares voting on a poll are entitled to a number of votes based upon
the proportion that the amount of capital called and paid up on the shares bears
to the total issue price of the shares.
In the event of a winding-up of the Company, ordinary shareholders rank after
all other shareholders and creditors and are fully entitled to any surplus
proceeds on liquidation.
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Ordinary shareholders have no right to redeem their shares.
Holders of fully paid ordinary shares have no liability for further capital
calls by the Company. The holders of partly paid ordinary shares are liable to
pay unpaid amounts on the shares upon a call being made in accordance with the
terms of issue of the shares and the constitution.
There is no provision of the constitution that discriminates against any
existing or prospective holder of ordinary shares as a result of such
shareholder owning a substantial number of shares.
Share rights - American depositary shares representing ordinary shares (ADSs)
Each ADS is comprised of five fully paid ordinary shares in the Company which
have been deposited with a depositary or custodian. The rights attaching to
each fully paid ordinary share comprised in an ADS are the same as the rights
attaching to fully paid ordinary shares as described above. These rights are
vested in the depositary or custodian as the holder of the fully paid ordinary
shares, although holders of American depositary receipts (ADRs), which evidence
ADSs, have certain rights against the depositary or custodian under the terms
governing the issue of the ADRs.
Share rights - TrUEPrSSM preference shares
On September 30, 1998, a total of 32,008,000 fully paid non-converting
non-cumulative preference shares of the Company with a liquidation preference of
US$12.50 per share (TrUEPrS preference shares) were issued to a depositary in
connection with an issue of 16,004,000 Trust Units Exchangeable for Preferred
Shares (TrUEPrS) by NAB Exchangeable Preferred Trust, a Delaware business trust
that is not controlled by the Company. The underwriters with respect to the
TrUEPrS issue subsequently exercised an option resulting in a further issuance
of 2,000,000 TrUEPrS (and accordingly, in the issue of a further 4,000,000
TrUEPrS preference shares).
The holders of TrUEPrS receive distributions quarterly in arrears at the rate of
8% per annum on a non-cumulative basis. On December 31, 2047, or the earlier
occurrence of certain other exchange events, the holders of TrUEPrS can be
required to exchange their TrUEPrS for American depositary shares representing
TrUEPrS preference shares, or for cash in some limited circumstances. Until
that time, the TrUEPrS preference shares do not pay dividends. After such an
exchange event occurs, the TrUEPrS preference shares will automatically convert
into non-cumulative preference shares of the Company paying a dividend of 8% per
annum, if declared.
If a dividend is not paid on the TrUEPrS preference shares, the Company cannot,
in certain circumstances, pay distributions, redeem, buy back or reduce capital
on any other shares of the Company that rank equally with or junior to the
TrUEPrS preference shares.
Holders of the TrUEPrS preference shares are entitled to vote together with the
holders of ordinary shares in the Company (to the extent that these shareholders
are entitled to vote) on the basis of one vote per TrUEPrS preference share on a
limited number of matters including any proposal to wind-up the Company or any
proposal to affect the rights attaching to the TrUEPrS preference shares.
The TrUEPrS preference shares are redeemable, in certain limited circumstances,
prior to the fifth anniversary of their issue date, and after the fifth
anniversary of the issue date, at the Company's election at a redemption
price of US$12.50 plus accrued dividends, if any.
The terms of the TrUEPrS preference shares also provide, subject to certain
conditions, for a reduction of the capital of the TrUEPrS preference shares of
US$12.49, followed by a redemption of the outstanding capital attributed to
those shares of US$0.01, and for holders to accept a buy-back offer, if made by
the Company at a price of US$12.50 plus accrued dividends, if any, for each
TrUEPrS preference share.
In a winding-up of the Company, holders of TrUEPrS preference shares will
generally rank equally with the holders of other preference shares and will rank
for return of capital on the TrUEPrS preference shares in priority to ordinary
shareholders. After certain exchange events occur (as referred to above),
TrUEPrS preference shares will rank in priority to ordinary shares and equally
with other preference shares as to dividends. Presently, the Company's
other preference shares consist of the preference shares issued in connection
with National Income Securities, which are described below. Preference shares
may also be issued by the Company in connection with its exchangeable capital
units and trust preferred securities.
At the Company's annual general meeting to be held on December 19, 2003,
the Company will seek shareholder approval to buy back the total of 36,008,000
fully paid non-converting non-cumulative preference shares of the Company issued
in connection with the issue of 18,004,000 Trust Units Exchangeable for
Preferred Shares TM of the Group. The financial effect of the buy back has not
been recognised in the financial statements for the year ended September 30,
2003. Subject to shareholder approval, the buy-back will be at a price of
US$12.50 per share, plus certain incidental costs. If the buy-back occurs,
contributed equity of the Group would be reduced by $730 million, with the
excess of the acquisition costs and incidental costs of the buy-back directly
reducing retained profits of the Group at the date of the buy-back.
TrUEPrSSM is a service mark of Merrill Lynch & Co., Inc.
Share rights - National Income Securities (NIS)
On June 29, 1999, the Company issued 20,000,000 NIS at $100.00 each. These
securities are stapled securities, comprising one fully paid note of $100.00
issued by the Company through its New York branch and one unpaid preference
share issued by the Company (NIS preference share). The amount unpaid on a NIS
preference share will become due in certain limited circumstances, such as if an
event of default occurs. If the amount unpaid on a NIS preference share becomes
due, the holder can, and must, transfer to the Company the note stapled to that
NIS preference share. The transfer of the note to the Company will satisfy the
holder's obligation to pay up the amount on the NIS preference share.
The holder will then hold a fully paid NIS preference share.
Each holder of NIS is entitled to non-cumulative distributions based on a rate
equal to the Australian 90 day bank bill rate plus 1.25% per annum, payable
quarterly in arrears commencing on August 15, 1999. A minimum interest rate of
at least 6% per annum was payable until May 15, 2000. Holders of NIS preference
shares are not entitled to dividends until the NIS preference shares become
fully paid. If the NIS preference shares become fully paid, holders will
receive, if declared, a dividend calculated at the same rate and payable on the
same basis as for the NIS.
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If a dividend is not paid on the NIS preference shares, the Company cannot, in
certain circumstances, pay distributions, redeem, buy back or reduce capital on
any other shares of the Company that rank equally with or junior to the NIS
preference shares. Holders of the NIS preference shares are entitled to vote
together with the holders of ordinary shares in the Company (to the extent that
these shareholders are entitled to vote) on the basis of one vote per NIS
preference share on a limited number of matters including any proposal to
wind-up the Company or any proposal to affect the rights attaching to the NIS
preference shares.
With the prior consent of the APRA, the Company may redeem each note for $100.00
(plus any accrued distributions) and buy back or cancel the NIS preference share
stapled to the note for no consideration. This may take place at any time after
the fifth anniversary of the issue date of the NIS or earlier in certain limited
circumstances.
NIS have no maturity date, are quoted on the stock market of ASX and on a
winding-up of the Company will rank for a return of capital behind all deposit
liabilities and creditors of the Company, but ahead of ordinary shareholders.
In a winding-up of the Company, the holders of fully paid NIS preference shares
issued in connection with the NIS will generally rank equally with the holders
of other preference shares of the Company with the same number with respect to
priority on payment in winding-up (as specified in accordance with the
constitution), and will rank for a return of capital on the NIS preference
shares in priority to the holders of ordinary shares. Presently, the only other
class of preference shares on issue is the preference shares issued in
connection with the TrUEPrS, which are described above and which rank equally
with the NIS preference shares with respect to priority on payment in a
winding-up. Preference shares may also be issued by the Company in connection
with the exchangeable capital units and trust preferred securities.
Share rights - Trust Preferred Securities
On September 29, 2003, the Group raised GBP400 million through the issue by
National Capital Trust I (a controlled entity) of 400,000 Trust Preferred
Securities at GBP1,000 each, to be used by the Company's London branch.
Each Trust Preferred Security earns a non-cumulative distribution, payable
semi-annually in arrears until December 17, 2018 equal to 5.62%. Each five year
period after that date, a non-cumulative distribution payable semi-annually in
arrears at a rate equal to the five-year benchmark UK government bond rate at
the start of that period plus 1.93%. The securities are constituted by
instruments governed by New York and Delaware law.
In certain limited circumstances, the Trust Preferred Securities will be
exchanged for redeemable preference shares in the Company (TPS preference
shares). These take the form of global depositary shares evidenced by global
depositary receipts. The circumstances in which the exchange event will occur
include if a distribution is not paid on the Trust Preferred Securities or if
the Company does not maintain certain prudential regulatory standards. The
Company also has discretion to exchange the Trust Preferred Securities for TPS
preference shares at any time.
If issued, each holder of a TPS preference share would receive, if declared,
non-cumulative dividends calculated at the same rate and payable on the same
basis as apply to the Trust Preferred Securities.
If a distribution is not paid on the Trust Preferred Securities, or a dividend
is not paid on the TPS preference shares, the Company cannot, with certain
exceptions, pay distributions, redeem, buy back or reduce capital on any other
shares or other capital instruments of the Company that rank equally with or
junior to the securities unless it has paid 12 months distributions on the
securities or an optional dividend.
Holders of the TPS preference shares (if issued) would be entitled to vote
together with the holders of ordinary shares in the Company (to the extent that
these shareholders were entitled to vote) on the basis of one vote per TPS
preference share on a limited number of matters, including any proposal to
wind-up the Company or any proposal to affect the rights attaching to the TPS
preference shares.
With the prior consent of APRA, the Trust Preferred Securities may be redeemed
in certain limited circumstances. These circumstances are on December 17, 2018
and on every subsequent fifth anniversary, in which case the redemption price is
GBP 1,000 per Trust Preferred Security plus the distributions for the last
six-month distribution period, and otherwise only where certain adverse tax or
regulatory events have occurred, in which case, the redemption price may include
a 'make-whole' adjustment to compensate the investor for the
investment opportunity lost by the early redemption (except where the tax event
relates to withholding tax).
The TPS preference shares may be redeemed at any time after their issue (except
where the Company has exercised its discretion to issue the TPS preference
shares, in which case they can only be redeemed if certain adverse tax or
regulatory events have occurred). The redemption price includes a
'make-whole' adjustment to compensate the investor for the investment
opportunity lost by the early redemption (except where the redemption relates to
withholding tax).
In a winding up of the Company, the Trust Preferred Securities and (if issued)
the TPS preference shares will generally rank equally with the holders of other
preference shares and will rank for return of capital behind all deposit
liabilities and creditors of the Company, but ahead of ordinary shareholders.
Process for altering share rights
Unless otherwise provided by the terms of issue of a class of shares, the terms
of issue of a class of shares in the Company can only be varied or cancelled in
any way by a special resolution of the Company and with either the written
consent of members holding at least three-quarters of the votes in that class of
shares or with the sanction of a special resolution passed at a separate meeting
of the holders of that class of shares.
Convening of and admission to general meetings
A director may call a meeting of the Company's shareholders. The
directors must call and arrange to hold a general meeting of the Company if
requested to do so by shareholders who hold at least 5% of the votes that may be
cast at the general meeting or 100 shareholders entitled to vote at the meeting.
Shareholders who hold at least 5% of the votes that may be cast at a general
meeting may also call and arrange to hold a general meeting of the Company at
their own expense.
At least 28 days notice must be given of a meeting of the Company's
shareholders. Written notice must be given to all shareholders entitled to
attend and vote at the meeting. All ordinary shareholders are entitled to
attend and, subject to the constitution and the Corporations Act 2001 (Cth), to
vote at general meetings of the Company. Alternatively, ordinary shareholders
may be represented by the attendance of a representative, attorney or proxy.
Voting rights attaching to other classes of shares in the Company are set out
above.
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A quorum for a general meeting is five members present in person or by proxy,
attorney or representative. If the meeting is convened on the requisition of
members and a quorum is not present within half an hour of the time appointed,
the meeting will be dissolved. In all other cases where a quorum is not present
within half an hour of the time appointed, the meeting shall stand adjourned to
the same day in the next week at the same time and place, or to such other day,
time and place as the directors appoint by notice to the members and others
entitled to notice of the meeting. A quorum at an adjourned meeting is two
persons, each being a member, proxy, attorney or representative. If a quorum is
not present at an adjourned meeting within 15 minutes of the time appointed, the
meeting is dissolved.
The directors may, in accordance with the constitution and the Corporations Act
2001 (Cth), determine a time before a meeting at which membership in the Company
(for the purposes of the meeting) is to be ascertained in respect of holdings of
shares that are quoted on the stock market of ASX.
Limitations on ownership and changes in control
The constitution does not contain any limitations on the rights to own
securities in the Company. However, there are detailed Australian laws and
regulations which govern the acquisition of interests in the Company, and a
summary of those is set out in this shareholder information section under the
heading 'Exchange controls and other limitations affecting
securityholders' below.
The constitution requires any sale or disposal of the Company's main
undertaking to be subject to ratification by the Company in general meeting.
Except for that provision, there are no provisions of the constitution that
would have the effect of delaying, deferring or preventing a change in control
of the Company which would operate only with respect to a merger, acquisition or
corporate restructuring involving the Company or its controlled entities.
Constitution provisions governing disclosure of shareholdings
The constitution does not prescribe an ownership threshold above which share
ownership must be disclosed. However, the Corporations Act 2001 (Cth) requires
a person to disclose certain prescribed information to the Company and ASX if
the person has or ceases to have a 'substantial holding' in the
Company. The term 'substantial holding' is defined in the
Corporations Act 2001 (Cth), and is not limited to direct shareholdings.
The Corporations Act 2001 (Cth) also permits the Company or ASIC to direct any
member of the Company to make certain disclosures in respect of their interest
in the Company's shares and the interest held by any other person in
those shares.
Changes in capital
The constitution does not make any provision governing changes in the capital of
the Company, which is more stringent than is required by law.
Material contracts
Executive contract - Mr Frank J Cicutto
On October 23, 2003, the Company entered into an executive service agreement
(agreement) with Mr Cicutto to secure his services as Managing Director and
Chief Executive Officer for a further three years. The agreement expires on
October 23, 2006 and may be extended thereafter on an annual basis.
During the employment period, Mr Cicutto will receive annual fixed compensation
and short-term incentive and long-term incentive remuneration. Annual fixed
compensation is a total remuneration package (TRP) of $1,898,000, plus an annual
superannuation contribution of 9.7% of annual TRP. Together the TRP and the
superannuation contribution make up Mr Cicutto's Total Employment
Compensation (TEC). A TEC of $2,082,000 is fixed for the three year employment
period.
Mr Cicutto's short-term incentive remuneration is determined annually in
accordance with a short term incentive plan, which may be changed by the Board
at any time. Currently, the short-term incentive component is determined by a
combination of the Group's performance against its EVA(R) growth target
and Mr Cicutto's individual performance. Mr Cicutto's
short-term incentive target for the 2004 year has been set at 110% of his TEC.
This short-term incentive target is determined annually by the Board, but cannot
be less than the target for the preceding year. At least one half of any
short-term incentive remuneration must be provided in the Company's
shares (deferred shares). The Company will also grant Mr Cicutto one additional
share to match each deferred share provided to him using the first 50% of his
annual short-term incentive remuneration (matching shares). Both the deferred
shares and the matching shares will be held on trust for Mr Cicutto under the
National Australia Bank Staff Share Ownership Plan. In limited circumstances,
the deferred shares and matching shares may be forfeited by Mr Cicutto on
termination of his employment. The matching shares are also forfeited if Mr
Cicutto resigns.
The long-term incentive component of Mr Cicutto's remuneration comprises
his eligibility to participate in an offer of executive share options and / or
performance rights under the National Australia Bank Executive Share Option Plan
No. 2 and the National Australia Bank Performance Rights Plan, subject to
shareholder approval.
Mr Cicutto may be considered for participation in other staff share schemes as
the Board may determine. All issues of securities in the Company to Mr Cicutto
are subject to applicable legal and listing rule requirements to obtain
shareholder approval.
Mr Cicutto is entitled to paid annual, long service and sick leave, and fringe
benefits in accordance with the policies of the Company.
Generally, if the Company wishes to terminate the agreement during the three
year employment period, it must give six months notice and make a termination
payment equal to 1.5 times Mr Cicutto's annual TRP. If the agreement is
extended for one year beyond the three year term, the termination payment is
effectively one times TRP reducing proportionately to zero over the course of
the year.
The agreement restricts the disclosure of confidential information by Mr
Cicutto.
A 12 month restrictive covenant generally applies on cessation of Mr Cicutto
's employment. In consideration of this covenant, if it applies, the
Company will pay Mr Cicutto an amount equal to 12 months of his then current
TRP.
EVA (R) is a registered trademark of Stern, Stewart & Co.
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Executive contract - Mr John M Stewart
In March 2003, National Australia Group Europe Limited (NAGE), a controlled
entity of the Company, entered into an executive service agreement (agreement)
with Mr Stewart. Mr Stewart commenced service on August 8, 2003 and was
appointed to the Board as an executive director on August 11, 2003. He is the
Managing Director and Chief Executive Officer of National Australia Group Europe
Limited and is a director of Clydesdale Bank PLC, Northern Bank Limited,
National Irish Bank Limited, Yorkshire Bank PLC and National Wealth Management
Europe Holdings Limited.
The agreement is for an initial three year period then a rolling annual contract
unless terminated. Generally, if NAGE wishes to terminate Mr Stewart's
employment, then it must give 12 months notice (or, at NAGE's
discretion, payment in lieu of basic salary and benefits that would have been
accrued during the notice period). Termination by Mr Stewart requires three
months notice. A restrictive covenant will be in place for six months following
termination. The agreement does not provide for any other payments in respect
of termination, other than for unpaid but accrued holiday entitlements.
During his employment period, Mr Stewart will receive annual base salary,
short-term incentive and long-term incentive remuneration. Mr Stewart's
base salary will be GBP485,000 per annum reviewed annually on January 1. The
first review by the Compensation Committee of the Board will be in January 2004.
Mr Stewart is entitled to additional benefits including a company car, medical
cover and permanent health insurance, life insurance and participation in the
National Partnership Share Plan. Additionally, the Company will pay annual
contributions to a personal pension scheme nominated by Mr Stewart up to 25% of
salary subject to UK Inland Revenue restrictions. Where a lesser amount is paid
the balance should be paid as cash salary.
Mr Stewart's short-term incentive remuneration is determined in
accordance with the Company's EVA(R) incentive plan. Currently, the
short-term incentive component is determined by a combination of the Group
's performance against its EVA(R) growth target and Mr Stewart's
individual performance. Mr Stewart's target incentive opportunity is
currently 100% of basic salary, subject to global Group performance and
individual performance (including objectives focused on UK business
performance). For 2003 he will be eligible to receive a pro-rata payment from
the date of commencement.
The long-term incentive component of Mr Stewart's remuneration comprises
his eligibility to participate in the National Australia Bank Executive Share
Option Plan No. 2 and the National Australia Bank Performance Rights Plan. Upon
commencement of employment, he was granted 125,000 options and 31,250
performance rights. All awards of short-term and long-term incentive are
subject to the approval of the Compensation Committee and, where required under
applicable laws and listing rules, the approval of shareholders.
Mr Stewart is entitled to 30 days of paid holiday leave per annum and fringe
benefits in accordance with the policies of the Company.
As an employee, Mr Stewart could be entitled to staff loans or other program
benefits offered to staff in general. Any benefits under these arrangements
would form part of his total remuneration package and would be subject to any
legislative or regulatory restrictions, including the United States
Sarbanes-Oxley Act of 2002.
The agreement restricts the disclosure of confidential information by Mr
Stewart.
Employment agreement - Mr Ian F Scholes
Effective April 2, 2002, the Company entered into an executive service agreement
(agreement) with Mr Scholes to secure his services as Executive General Manager
Corporate & Institutional Banking, commencing on April 2, 2002. The agreement
expires three years after the commencement date.
Mr Scholes' position is based in Melbourne, and he receives annual fixed
compensation and short-term incentive and long-term incentive remuneration.
Annual fixed compensation was initially a total remuneration package (TRP) of
$575,000 per annum, and is reviewed annually by the Compensation Committee.
Additionally, an annual superannuation contribution of 8% of salary is provided
for, which can be (and has been) altered by the Company subject to applicable
laws.
Mr Scholes' short-term incentive payment is determined in accordance
with the Company's incentive program from time to time. Currently, the
short-term incentive component is determined by a combination of the Group
's performance against its EVA(R) growth target and Mr Scholes'
individual performance.
The long-term incentive component of Mr Scholes' remuneration comprises
his eligibility to participate in the National Australia Bank Staff Share
Allocation Plan, the National Australia Bank Staff Share Ownership Plan and
consideration for participation in any offers made under the National Australia
Bank Executive Share Option Plan No. 2. Mr Scholes is also eligible to
participate in the National Australia Bank Performance Rights Plan. All awards
of short-term and long-term incentive require the approval of the Compensation
Committee.
Mr Scholes is entitled to leave and fringe benefits in accordance with the
policies of the Company. There are restrictions on the disclosure of
confidential information by Mr Scholes.
The agreement may be terminated by either party on six weeks notice. If the
Company terminates the agreement, other than for serious misconduct, a
termination payment will be made by the Company for the balance of the agreement
term in respect of both TRP and target incentive payments (at the rate of 150%
of TRP). In those circumstances, the Company has agreed to approve the
retention by Mr Scholes of all share options granted since the commencement of
employment.
A covenant restricts Mr Scholes from engaging in certain conduct with respect to
the Company's officers, employees, contractors and customers for a
period of 12 months after termination of the agreement.
As an employee, Mr Scholes could be entitled to staff loans or other program
benefits offered to staff in general. Any benefits under these arrangements
would form part of his total remuneration package and would be subject to any
legislative or regulatory restrictions, including the United States Sarbanes
Oxley Act of 2002.
Employment agreement - Mr Joseph J Whiteside
The Company and HomeSide Lending, Inc. (HomeSide US) entered into an employment
agreement (agreement) on September 1, 2001 with Mr Whiteside, as Chairman and
Chief Executive Officer of HomeSide US. This contract terminated on either the
sale of a portion or the whole of HomeSide US, termination of employment (for
cause, good reason, death or disability) or a date eighteen months from the
effective date. During this employment, he
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reported directly to the Managing Director and Chief Executive Officer of the
Company.
Under the terms of the agreement, Mr Whiteside received annual base salary,
short-term incentive and long-term incentive remuneration. The annual base
salary was US$500,000 per annum. Mr Whiteside's short-term incentive
payment was dependant upon achievement of performance targets - stability of the
organisation, performance of operational targets and status of the process of
the sale of HomeSide US. The long-term incentive payment was dependent on
achievement of operational performance targets or the sale of HomeSide US.
Additionally, Mr Whiteside was entitled to receive senior executive benefits
including travelling and accommodation costs, employee pension, welfare,
perquisites, fringe benefits, and paid vacation leave.
The Company and HomeSide US subsequently entered into a new employment agreement
(new agreement) with Mr Whiteside to secure his services as Chairman and Chief
Executive Officer of HomeSide US effective from the date of sale of the
operating assets of HomeSide US to Washington Mutual Bank, FA. During the
employment period, Mr Whiteside reported to the Executive General Manager,
Financial Services Europe.
Under the terms of the new agreement, Mr Whiteside received annual base salary
and short-term incentive remuneration. The annual base salary was initially set
at US$360,000 per annum on the basis of a four-day week. This amount was
subsequently revised to US$450,000 per annum to reflect the full-time
responsibilities of the position. Mr Whiteside's short-term incentive
payment was an amount dependant upon achievement of performance targets
including the execution of that company's exit from the mortgage
services industry in the US and the performance of the wind down of HomeSide US.
Additionally, Mr Whiteside was entitled to receive senior executive benefits
including employee pension, welfare, perquisites, fringe benefits, and paid
vacation leave.
As the position was not based in Mr Whiteside's home state, the Company
also reimbursed reasonable housing and commuting costs, plus miscellaneous
reasonable living expenses.
Mr Whiteside's new agreement was terminated on October 1, 2002. Upon
termination, the Company paid accrued base salary and benefits through to the
termination date. Mr Whiteside will continue to receive health benefits through
to age 65, as per the Company's standard policy for US senior
executives.
Exchange controls and other limitations affecting securityholders
There are no limitations under the Company's constitution restricting
the rights of non-resident or foreign owners of ordinary shares to have an
interest in or vote on their securities.
Mergers, acquisitions and divestments of Australian public companies listed on
ASX are regulated by detailed and comprehensive legislation and the rules and
regulations of ASX.
In summary, under the Corporations Act 2001 (Cth), a person must not acquire a
relevant interest in issued voting shares in an Australian listed company if,
broadly, because of the transaction, that person's or someone else
's voting power in the company increases from 20% or below to more than
20%, or from a starting point that is above 20% and below 90%, unless those
shares are acquired in a manner specifically permitted by law. This restriction
also limits the options available to a shareholder wanting to sell a
shareholding of more than 20% in an Australian listed company.
The concepts of relevant interest and voting power are very broadly defined and
shareholders should seek their own advice on their scope. In very general
terms:
* a person has a relevant interest in securities
broadly if they hold the securities or have the power to vote or dispose of the
securities or are deemed to have a relevant interest;
* a person's voting power in a company is
broadly the total number of votes attached to all the voting shares in the
company that the person or an associate has a relevant interest in, divided by
the total number of votes attached to all voting shares in the company; and
* an associate is widely defined in Divisions 1 and 2
of Part 1.2 of the Corporations Act 2001 (Cth) and includes, depending on the
context, parent companies or subsidiaries of the holder and persons with whom
the holder has entered into various types of agreements, arrangements or
understandings (formal or informal) in relation to certain matters concerning
shares, the affairs of the company or the composition of its board of directors.
The Corporations Act 2001(Cth) also imposes certain substantial shareholding
disclosure obligations on persons who are or become entitled to 5% or more of
the voting shares in a company listed on ASX, such as the Company.
One of the more common manners in which a controller shareholding is acquired in
an Australian listed company is by a takeover offer. The form and content of
the documentation is regulated by law. Australian takeover law purports to have
extra-territorial force. Therefore, Australian law may apply to transactions
outside Australia with respect to non-Australian companies if that transaction
affects the control of voting shares in an Australian listed company.
Australian law also regulates acquisitions, which would have the effect, or be
likely to have the effect, of substantially lessening competition in a market in
Australia, in a state or in a territory of Australia.
Acquisitions of certain interests in Australian listed companies by foreign
interests are subject to review and approval by the Treasurer of the
Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975
(Cth) (FATA). The FATA applies to any acquisition of 15% or more of the
outstanding shares of an Australian listed company or any acquisition, which
results in one foreign person (including a company) or group of associated
foreign persons controlling 15% or more of total voting power. In addition, the
FATA applies to any acquisition by non-associated foreign persons controlling,
in the aggregate, 40% or more of total voting power or ownership.
In addition, there are specific limitations on the acquisition of a shareholding
in a bank under the Financial Sector (Shareholdings) Act 1998 (Cth). Under this
Act, a person (including a company) must not acquire an interest in an
Australian financial sector company where the acquisition would take that person
's voting power (which includes the voting power of the person's
associates) in the financial sector company to more than 15% of the voting power
of the financial sector company without first obtaining the Treasurer's
approval. Even if a person has less than 15% of the voting power, the Treasurer
has the power to declare that a person has practical control of that company
and, by applying for an order from the Federal Court of Australia may require
the person to relinquish that control. The definition of a financial sector
company includes banks, such as the Company. It also includes
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authorised insurance companies or an authorised insurance company's
holding company. Three of the Company's controlled entities are
authorised insurance companies.
Subject to compliance with the FATA and the Financial Sector (Shareholdings) Act
1998 (Cth), non-residents of Australia have the same rights to hold shares and
to vote as residents of Australia.
There are no formal prohibitions on the diversification by banks through equity
involvements or investments in subsidiaries. However, without the consent of
the Treasurer, no bank may enter into any agreement or arrangement for the sale
or disposal of its business (by amalgamation or otherwise), or for the carrying
on of business in partnership with an ADIs, or effect a reconstruction.
There are no general foreign exchange restrictions in effect in Australia at the
present time. However, the specific approval of the RBA must be obtained in
connection with certain payments and transactions having a prescribed connection
with countries and entities designated from time to time by the RBA for the
purposes of the Banking (Foreign Exchange) Regulations. Regulations in
Australia also prohibit payments, transactions and dealings with assets having a
prescribed connection with certain countries, named individuals, or entities
associated with terrorism.
Taxation
The taxation discussion set forth below is intended only as a descriptive
summary, and does not purport to be a complete technical analysis or listing of
all potential Australian, UK or US tax effects to US persons who are American
depositary receipt holders or holders of shares (US holders), and US holders are
advised to satisfy themselves as to the overall tax effects, including state and
local tax effects, by consulting their own tax advisers. This summary is based
in part on representations of the depositary, and assumes that each obligation
provided for in or otherwise contemplated by the deposit agreement and any
related agreement will be performed in accordance with its terms. Except as
otherwise noted, the statements of Australian, UK or US tax laws set out below
are based on the laws in force as of the date of this annual financial report,
and are subject to any changes in Australian, UK or US laws and in any double
taxation convention between Australian and either the UK or the US occurring
after that date.
Australian taxation
Under Australian taxation law, non-residents of Australia for tax purposes may
be subject to withholding tax in respect of dividends received from shares in
Australian companies depending upon the extent to which the dividends are
franked. Under the foreign dividend account system, the unfranked portion of a
dividend paid to non-residents of Australia may not be subject to Australian
withholding tax if the unfranked amount is sourced from certain foreign income
earned by the Australian company on which foreign tax has been paid. In
accordance with the provisions of the Australian/US double tax agreement,
withholding tax on dividend income derived by a non-resident of Australia, who
is a resident of the US, is limited to 15% of the gross amount of the dividend.
Under the current Australian dividend imputation system, to the extent that
dividends are paid out of income on which Australian income tax has been levied,
such dividends are considered as franked dividends to that same extent. Where
an Australian resident shareholder for tax purposes receives a franked dividend,
the shareholder receives an imputation tax credit, which can be offset against
the Australian income tax payable by the shareholder.
The amount of the credit is dependent upon the extent to which the dividend paid
is a franked dividend. From July 1, 2000, excess imputation tax credits are
refundable to Australian resident shareholders for tax purposes who are
individuals, superannuation funds and charities. Non-resident shareholders for
tax purposes who do not hold the shares in connection with a permanent
establishment in Australia, rather than receiving a credit, are exempt from
dividend withholding tax in respect of franked dividends received. Non-resident
shareholders for tax purposes are not entitled to a refund of excess imputation
tax credits.
The Company paid a fully franked interim dividend out of the profit for the half
year ended March 31, 2003 and has declared a fully franked final dividend
payable out of the profit for the year ended September 30, 2003. These franked
dividends carry imputation tax credits at a tax rate of 30%, reflecting the
current Australian company tax rate of 30%.
Subject to certain exceptions, a non-resident shareholder for tax purposes
disposing of shares in Australian listed companies will be free from tax in
Australia. The exceptions relate to capital assets that are treated as having
the necessary connection with Australia. The following two exceptions are
relevant to disposals of shares:
* shares held as part of a business conducted through a
permanent establishment in Australia. In such a case, any profit on disposal
would be assessable to ordinary income tax. Any loss would constitute an
allowable deduction; and
* shares held in Australian resident public companies
where such shares represent an associate inclusive holding of 10% or more by
value in the shares of the company. In such a case, capital gains tax would
apply, but not otherwise.
In calculating any capital gains in respect of the disposal of assets (including
shares) acquired on or after October 1, 1999, indexation of the cost of the
assets for inflation is not available. Individuals are subject to Australian
tax on 50% of any actual capital gains (ie. without inflation indexation) on the
disposal of assets acquired on or after October 1, 1999 and held for at least 12
months. In the case of superannuation (pension) funds, two-thirds of any actual
capital gains on the disposal of assets acquired on or after October 1, 1999 are
subject to Australian tax, provided the assets have also been held for at least
12 months.
For the disposal of assets acquired prior to October 1, 1999, indexation of the
cost of assets is frozen as at September 30, 1999. However, for such asset
disposals, individuals are able to choose whether to be taxed on any capital
gain (after allowing for indexation of the cost to September 30, 1999) or 50% of
any actual capital gain. Superannuation (pension) funds are also able to make
the same election for the disposal of assets acquired prior to October 1, 1999;
however, if an election is made to be taxed on any actual capital gain,
two-thirds of the actual capital gain will be subject to Australian tax.
Normal rates of income tax will continue to apply to taxable capital gains so
calculated. Capital losses are not subject to indexation; they are available as
deductions, but only in the form of an offset against other capital gains
(whether capital gains net of the frozen indexation or actual capital gains on
assets acquired on or after October 1, 1999). Any excess capital losses can be
carried forward for offset against future capital gains.
UK dividend plan (UKDP)
The UKDP enables a shareholder of the Company who elects to participate in the
UKDP to receive dividends from a UK controlled entity of the Company, as an
alternative to the cash component of dividends paid on ordinary shares in
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the Company. Dividends from UK companies continue to carry a tax credit of 10%
of the grossed up amount of the dividend which can be utilised by certain
shareholders.
The Company's Australian resident corporate shareholders obtain no tax
credits on a dividend paid by the UK controlled entity. Dividends received from
the Company on ordinary shares which do not participate in the UKDP carry an
Australian imputation tax credit to the extent those dividends are franked.
In addition, participants of the UKDP should not suffer Australian capital gains
tax due solely to their participation in, or withdrawal from, the UKDP.
US federal income taxation
A US holder must include in gross income, the gross amount of any dividend paid
by the Company out of earnings and profits (as determined for US federal income
tax purposes), including any Australian income tax withheld from the dividend
payment. Subject to certain limitations, a dividend received by an individual
US holder will be taxed at the same rates that apply to a net capital gain. The
dividend will not be eligible for the dividends received deduction generally
allowed to US corporations in respect of dividends paid by US corporations.
Subject to certain limitations, any Australian tax withheld from a dividend will
be creditable against a US holder's US federal income tax liability.
For US federal income tax purposes, US holders will not be entitled to a tax
credit for the 10% UK withholding tax deducted from dividends paid by the UK
controlled entity under the UKDP.
Taxation - New Zealand Shareholders
The Governments of Australia and New Zealand have announced a joint tax reform
initiative that will enable New Zealand shareholders to also receive New Zealand
imputation credits on dividends paid by the Company after October 1, 2003.
However, as the relevant New Zealand legislation was not enacted at the date the
final 2003 dividend was declared, this dividend will not carry any New Zealand
imputation credits. The extent to which future dividends will carry New Zealand
imputation credits will depend on a number of factors, including the level of
the Group's profits that are subject to New Zealand tax and the timing
of enacting the relevant changes to the New Zealand taxation system.
Exchange rates
Fluctuations in the exchange rate between the Australian dollar and the US
dollar will affect the US dollar equivalent of the Australian dollar prices of
the fully paid ordinary shares of the Company and, as a result, may affect the
market price of the ADSs in the US. (A description of the ADSs appears under
the heading 'American depositary shares representing ordinary shares
(ADSs)' above.)
Such fluctuations will also affect the US dollar conversion by the depositary of
cash dividends paid in Australian dollars on the fully paid ordinary shares
represented by the ADSs. Refer to 'Selected financial data' on
page 7 for the high, low, average and year-end noon buying exchange rates for
the Company's last five fiscal years.
Documents
Documents concerning the Company that are referred to in this annual financial
report may be inspected at the registered office.
In addition, the Company files reports and other information with the SEC. You
can read and copy these reports and other information at the SEC Public
Reference Room at 450 Fifth Street, North West, Washington DC 20549. You can
telephone the SEC at 1-800-SEC-330 for further information on the Public
Reference Room. Once the report is lodged with the SEC you can view it
electronically at the SEC website at www.sec.gov through EDGAR. You can also
read and copy these reports and other information at New York Stock Exchange,
Inc., 20 Broad Street, New York NY 10005.
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Twenty largest registered fully paid ordinary shareholders of the Company as at
October 17, 2003
Number of shares %
JP Morgan Nominees Australia Limited 178,406,438 11.86
National Nominees Limited 168,039,383 11.17
Westpac Custodian Nominees Limited 148,362,247 9.86
Citicorp Nominees Pty Limited 36,570,426 2.43
ANZ Nominees Limited 30,669,229 2.04
RBC Global Services Australia Nominees Pty Limited 29,605,201 1.97
AMP Life Limited 22,758,622 1.51
Queensland Investment Corporation 21,237,233 1.41
Commonwealth Custodial Services Limited 17,199,026 1.14
Cogent Nominees Pty Limited 13,204,729 0.88
Citicorp Nominees Pty Limited 12,529,020 0.83
National Australia Trustees Limited 12,012,694 0.80
RBC Global Services Australia Nominees Pty Limited 10,608,434 0.71
RBC Global Services Australia Nominees Pty Limited, BKCUST A/C 10,113,375 0.67
HSBC Custody Nominees (Australia) Limited 9,777,118 0.65
Australian Foundation Investment Company Limited 7,239,612 0.48
Citicorp Nominees Pty Limited, CFS Imputation Fund A/C 7,218,203 0.48
Cogent Nominees Pty Limited, SMP A/C 5,926,728 0.39
Citicorp Nominees Pty Limited, CFS WLSE Aust Share Fund A/C 5,096,755 0.34
NRMA Nominees Pty Limited 4,238,662 0.28
750,813,135 49.90
The 20 largest registered shareholders held 750,813,135 fully paid ordinary
shares, which is equal to 49.90% of the total issue of 1,503,975,500 fully paid
ordinary shares.
Substantial shareholder
As at October 17, 2003, there were no persons with a substantial shareholding in
the Company.
Distribution of fully paid ordinary shareholdings
Number of % of Number of % of
shareholders holders shares shares
Range (number)
1 - 1,000 208,458 63.8 81,482,574 5.4
1,001 - 5,000 95,103 29.1 205,413,103 13.6
5,001 - 10,000 13,974 4.3 97,554,816 6.5
10,001 - 100,000 8,911 2.7 189,021,349 12.6
100,001 and over 377 0.1 930,503,658 61.9
326,823 100.0 1,503,975,500 100.0
Less than marketable parcel of $500 7,870 63,183
Shares held in trust under the Company's employee share plans are
registered as one shareholding in the name of the trustee.
Address of holders
Australia 305,250 93.4 1,482,565,683 98.6
United Kingdom 10,974 3.4 7,659,946 0.5
New Zealand 7,717 2.3 9,850,980 0.7
United States 502 0.2 586,808 *
Other overseas 2,380 0.7 3,312,083 0.2
326,823 100.0 1,503,975,500 100.0
--------------------
* Due to the small number of these ordinary shareholders, the
amounts round down to nil.
Voting rights
The voting and other rights attaching to ordinary shares are set out in the
section entitled 'the Company's constitution' on page
203.
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Twenty largest registered National Income Securities (NIS) holders as at October 17, 2003
Number of %
securities
Westpac Custodian Nominees Limited 878,774 4.39
Citicorp Nominees Pty Limited 750,561 3.75
Australian Foundation Investment Company Limited 506,160 2.53
JP Morgan Nominees Australia Limited 473,619 2.37
AMP Life Limited 306,124 1.53
National Nominees Limited 276,482 1.38
RBC Global Services Australia Nominees Pty Limited, Flexiplan A/C 247,762 1.24
Tower Trust Limited 231,951 1.16
The University of Sydney 199,713 1.00
UBS Private Clients Australia Nominees Pty Ltd 193,203 0.97
Citicorp Nominees Pty Limited, CMIL Cwlth Income Fund A/C 190,300 0.95
Merrill Lynch (Australia) Nominees Pty Ltd 182,582 0.91
Perpetual Trustee Company Limited 148,709 0.74
Cogent Nominees Pty Ltd Limited, SMP A/C 136,697 0.68
RBC Global Services Australia Nominees Pty Limited, JBENIP A/C 135,519 0.68
ANZ Nominees Limited 135,241 0.68
Questor Financial Services Limited 134,512 0.67
RBC Global Services Australia Nominees Pty Limited, NUINCT A/C 116,573 0.58
RBC Global Services Australia Nominees Pty Limited, BKCUST A/C 115,200 0.58
SWISS Re Australia Ltd 113,070 0.57
5,472,752 27.36
The 20 largest registered NIS holders held 5,472,752 NIS, which is equal to
27.36% of the total issue of 20,000,000 NIS.
Distribution of NIS holdings
Number of % of Number of % of
Holders holders securities securities
Range (number)
1 - 1,000 43,716 96.0 8,123,180 40.6
1,001 - 5,000 1,570 3.4 3,139,290 15.7
5,001 - 10,000 124 0.3 862,040 4.3
10,001 - 100,000 98 0.2 2,183,415 10.9
100,001 and over 22 * 5,692,075 28.5
45,530 100.0 20,000,000 100.0
Less than marketable parcel of $500 14 40
Address of holders
Australia 45,157 99.2 19,594,758 98.0
United Kingdom 30 * 6,742 *
New Zealand 227 0.5 177,187 0.9
United States 21 * 25,769 0.1
Other overseas 95 0.2 195,544 1.0
45,530 100.0 20,000,000 100.0
--------------------
* Due to the small number of these NIS holders, the amounts
round down to nil.
Voting rights
The voting and other rights attaching to the NIS are set out in the section
entitled 'The Company's constitution' on page 203.
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National Australia Bank Limited
Chairman Managing Director and Chief Executive Officer Company Secretary
Mr D Charles K Allen Mr Frank J Cicutto Mr Garry F Nolan
AO, MA, MSc, FTSE, FAICD BCom, FAIBF, FCIBS MBus, FAICD, FCIS, FAIBF, ASIA, CFTP (Snr)
Registered office Auditor Solicitors
24th Floor KPMG Mallesons Stephen Jaques
500 Bourke Street Chartered Accountants 525 Collins Street
Melbourne Victoria 3000 161 Collins Street Melbourne Victoria 3000
Australia Melbourne Victoria 3000 Australia
Telephone: 1300 367 647 Australia
Shareholders' centre internet service
The Group's website at www.nabgroup.com has a dedicated separate section
where shareholders can gain access to a wide range of secure information,
including copies of recent announcements, annual financial reports and useful
forms, including change of address forms, from Shareholder Services. Email:
Shareholder_Services@national.com.au
Shareholders' centre information line
There is a convenient 24 hours a day, 7 days a week automated service (Australia
only). To obtain the current balance of your ordinary shareholding and relevant
dividend payment details, telephone +61 3 9415 8256.
Contact details
These services are fully secure to protect your interests. In all
communications with Shareholder Services, please ensure you quote your security
reference number (SRN), or in case of broker sponsored shareholders, your holder
identification number (HIN).
Principal share register UK branch share register US ADR depositary, transfer
and agent and registrar
Shareholder Services
24th Floor C/- Computershare Investor Services PLC The Bank of New York
500 Bourke Street The Pavilions Depositary Receipts Division
Melbourne Victoria 3000 Bridgwater Road 101 Barclay St, 22nd Floor
Australia Bedminster Down New York NY 10286
Bristol BS99 7NH United States
Postal Address United Kingdom
GPO Box 2333
Melbourne Victoria 8060 Tel: (0870) 702 0000 Tel: (212) 815 2293
Australia Fax: (0870) 703 6101 Fax: (212) 571 3050, 3051, 3052
Local call: 1300 367 647 Website: www.computershare.com Website: www.adrbny.com
Fax: (03) 8641 4927
Telephone and fax (outside Australia):
T: +61 3 8641 4200; F: +61 3 8641 4927
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Official quotation
Fully paid ordinary shares of the Company are quoted on the following stock
exchanges:
* Australian Stock Exchange Limited;
* London Stock Exchange PLC;
* Stock Exchange, New Zealand;
* Tokyo Stock Exchange; and
* New York Stock Exchange, Inc.
In the US, the Company's ordinary shares are traded in the form of
American depositary shares evidenced by American depositary receipts issued by
The Bank of New York Company, Inc.
The Group has also issued:
* exchangeable capital units which are quoted under the
symbol 'NAU' on the stock market of New York Stock Exchange,
Inc., and are also quoted on the Luxembourg Stock Exchange;
* Trust Units Exchangeable for Preferred Shares TM,
which are quoted under the symbol 'NAR Pr' on the stock market
of New York Stock Exchange, Inc.;
* NIS which are quoted on the stock market of
Australian Stock Exchange Limited under the symbol 'NABHA'; and
* Trust Preferred Securities which are quoted on the
stock market of Luxembourg Stock Exchange.
214
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Glossary
Term used Brief description
AASB Australian Accounting Standards Board
ACCC Australian Competition and Consumer Commission
ADIs Authorised deposit-taking institutions
ADR American depositary receipts
ADS American depositary shares
APRA Australian Prudential Regulation Authority
ASIC Australian Securities and Investments Commission
ASX Australian Stock Exchange (the stock market conducted by Australian Stock Exchange
Limited)
ATM Automated teller machine
Australian GAAP Generally accepted accounting principles applicable in Australia
Basel II Basel II Capital Accord
BIS Bank for International Settlements
Company National Australia Bank Limited
CRM Customer relationship management (system)
EFTPOS Electronic funds transaction point of sale
GAAP Generally accepted accounting principles
Group National Australia Bank Limited and its controlled entities
HomeSide US HomeSide Lending, Inc.
Non-GAAP A financial measure which is either a numeric or ratio of historical or future
financial performance, financial position, or cash flows that excludes or includes
amounts which are included or excluded in a GAAP measure
Positioning for Growth A program launched in October 2001, to drive long-term growth, through the
simplification of the Group's structure, systems and processes. It also
examined opportunities to maximise revenues, reduce cost structures and use resources
more efficiently
RBA Reserve Bank of Australia
RBNZ Reserve Bank of New Zealand
SEC Securities & Exchange Commission
SFAS Statement of Financial Accounting Standard (issued by the US Financial Accounting
Standards Board)
UK United Kingdom
US United States of America
US GAAP Generally accepted accounting principles applicable in the United States of America
Term used Closest US equivalent or brief description
Asset quality disclosure Impaired assets
Asset revaluation reserve Increase or temporary decrease in valuation of certain assets as compared with
historical cost
Charge to provide for doubtful Provisions for loan losses
debts
Constitution By-laws
Depreciation Amortisation
Equity Shareholders' equity
Finance lease Capital lease
Freehold Ownership with absolute rights in perpetuity
Loans and advances Lendings
Net profit Net income
Ordinary shares Common stock
Ordinary shares, fully paid Ordinary shares, issued and fully paid
Overdraft A line of credit, contractually repayable on demand unless a fixed term has been
agreed established through a customer's current account
Preference shares Preferred stock
Provisions Allowances
Provisions for doubtful debts Allowances for loan losses
Share capital Ordinary shares or common stock issued
Shares on issue Shares outstanding
Significant item Items of such a size, nature or incidence that its disclosure is relevant in
explaining the financial performance of the entity
Statement of financial Income statement
performance
Statement of financial Balance sheet
position
Write-offs Charge-offs
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Principal Establishments
National Australia Bank Limited
Group Offices and Australian
Financial Services
500 Bourke Street
(GPO Box 84A)
Melbourne Vic 3000
Australia
Tel: +61 3 8641 3500
Fax: +61 3 9208 5695
www.nabgroup.com
www.national.com.au
New York Branch
28th Floor, 245 Park Avenue
New York NY 10166-0001
United States
Tel: +1 212 916 9500
Fax: +1 212 983 1969
Kuala Lumpur Representative Office
Level 5, Tower 2, MNI Twins
11 Jalan Pinang
50450 Kuala Lumpur
Malaysia
Tel: + 603 2163 6545/6546
Fax: + 603 2163 6559
www.nabasia.com
Yorkshire Bank PLC
20 Merrion Way
Leeds LS2 8NZ
England
United Kingdom
Tel: +44 113 247 2000
Fax: +44 113 247 2115
www.ybonline.co.uk
National Wealth Management Holdings Limited
Ground Floor, MLC Building
105 - 153 Miller Street
North Sydney NSW 2060
Australia
Tel: +61 2 9957 8000
Fax: +61 2 9966 3295
London Office
88 Wood Street
London EC2V 7QQ
England
United Kingdom
Tel: +44 020 7710 2100
Fax: +44 020 7710 1351
Asia Regional Office and Hong Kong Branch
Level 27, One Pacific Place
88 Queensway
Hong Kong
Tel: + 852 2822 9800
Fax: + 852 2822 9801
Tel: + 852 2826 8111
(HK Branch)
Fax: + 852 2845 9251
(HK Branch)
www.nabasia.com
National Australia Group Europe Limited
88 Wood Street
London EC2V 7QQ
England
United Kingdom
Tel: +44 020 7710 2100
Fax: +44 020 7710 1351
Bank of New Zealand
Level 8, BNZ Tower
125 Queen Street
Auckland
New Zealand
Tel: +64 9 375 1300
Fax: +64 9 375 1023
www.bnz.co.nz
MLC Limited
Ground Floor, MLC Building
105 - 153 Miller Street
North Sydney NSW 2060
Australia
Tel: +61 2 9957 8000
Fax: +61 2 9966 3295
MLC Adviser Hotline: 133 652
www.mlc.com.au
National Custodian Services
5th Floor North
271 Collins Street
(GPO Box 1460M)
Melbourne Vic 3000
Australia
Tel: +61 3 9659 6111
Fax: +61 3 9659 7922
Telex: 33050
SWIFT: NATAAU3303X
www.nationalncs.com
Seoul Branch
16th Floor, Korea Deposit
Insurance Bldg.
33 Da-dong, Chung-ku
(PO Box KPO 691)
Seoul, Korea 100-180
Tel: + 82 2 3705 4600
Fax: + 82 2 3705 4601/4602
National Australia Financial Management Limited
Ground Floor, MLC Building
105 - 153 Miller Street
North Sydney NSW 2060
Australia
Tel: +61 2 9957 8000
Fax: +61 2 9966 3295
Singapore Branch
5 Temasek Boulevard
No.15-01 Suntec Tower Five
Singapore 038985
Tel: + 65 6419 6800
Fax: + 65 6338 0039
www.nabasia.com
Tokyo Branch
Mitsui Nigokan
2-1-1 Nihonbashi Muromachi
Chuo-ku
Tokyo 103-0022
Japan
Tel: + 81 3 3241 8781
Fax: + 81 3 3241 5369
www.nabasia.com/tokyo
Clydesdale Bank PLC
30 St Vincent Place
Glasgow G1 2HL
Scotland
United Kingdom
Tel: +44 141 248 7070
Fax: +44 141 204 0828
www.cbonline.co.uk
National Australia Trustees Limited
Level 7 North
271 Collins Street
(GPO Box 247B)
Melbourne Vic 3000
Australia
Tel: +61 3 9659 7522
Fax: +61 3 9659 7511
Beijing Representative Office
2326 China World Tower One
China World Trade Center
No.1 Jian Guo Men Wai Avenue
Beijing 100004
People's Republic of China
Tel: +86 10 65052255
Fax: +86 10 65057155
Northern Bank Limited
PO Box 183
Donegall Square West
Belfast BT1 6JS
Northern Ireland
Tel: +44 28 9024 5277
Fax: +44 28 9089 3214
www.northernbank.co.uk
www.nbonline.co.uk
Labuan Branch
Level 12 (C2)
Main Office Tower
Financial Park Labuan
Jalan Merdeka
87000 W.P. Labuan
Malaysia
Tel: + 60 87 426 386/387
Fax: + 60 87 428 387
www.nabasia.com
National Irish Bank Limited
3rd Floor, International House
3 Harbourmaster Place
IFSC
Dublin 1
Republic of Ireland
Tel: +353 1 638 5000
Fax: +353 1 638 5198
www.nib.ie
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