12 November 2013 Analysts Damien Williamson 613 9235 1958 Barry Ziegler 613 9235 1848 NAB Convertible Preference Shares II (NABPB) Authorisation TS Lim 612 8224 2810 Priced for success The new $750m NAB Convertible Preference Shares II (NABPB) offer is priced to succeed, offering an attractive bookbuild margin range of 3.25-3.40% above 90BBSW. With the recovery in credit markets continuing over 2013, NABPB may prove to be one of the last major bank preference shares offering an issue margin above 3.00%. Fixed Income As with all new securities which APRA qualifies as Additional Tier 1 Capital under the Basel III framework, there is provision for automatic conversion under the two loss absorption events, namely the Trigger Events for Common Equity and Non-Viability. Issue overview Issuer NAB Issue ASX code NABPB Face value $100 Estimated offer size Bookbuild margin $750m 3.25-3.40% Franking 100% Dividend payments First dividend payment Quarterly Target valuation margin 3.00%. Bookbuild range 3.25-3.40% Given there is typically a digestion period on new issues, we have set a target valuation margin on NABPB of 3.00% once markets stabilise. This equates to a premium of ~2.15% above NAB Nov 2018 senior debt trading in the wholesale market. This compares with our fair margin assessment on NABPA of 2.90%, with a slight premium required for the extra duration to the first call date (Dec 2020 vs Mar 2019). After a pause in new issuance since ANZPD & WBCHB raised $2bn in July, the current investor appetite is evident by the bookbuild on AMP Subordinated Notes 2 (AMPHA) closing early. The upscale from $200m to $300m still required a material scale back. 17 Mar 2014 Minimum application $5,000 Optional redemption 17 Dec 2020 Mandatory conversion 19 Dec 2022 Timeline In addition, strength in the wholesale market is highlighted by strong new issue demand and the trading margin on Westpac January 2018 senior debt (issue margin 95bp) firming from 100bp in late June to 76bp. The historically high bookbuild range combined with a continued improvement in credit margins and a 7 year duration to the December 2020 optional redemption date provides the potential for NABPB to trade at a modest premium. Figure 1: Trading margins on debt and equity securities Lodgement of prospectus 12 Nov 2013 Ranking Bookbuild margin 20 Nov 2013 Securityholder & General 9 Dec 2013 Lower Ranking Call 40bp Feb 2017 Unsubordinated unsecured debt NAB senior debt (OTC) 88bp Nov 2018 Subordinated unsecured debt NABHB (Tier 2) 200bp Jun 2022 Jun 2017 WBCHB (Tier 2) 215bp Aug 2023 Aug 2018 Preference securities NABPA (Tier 1) 310bp Mar 2021 Mar 2019 NABPB (Tier 1) 325bp Dec 2022 Dec 2020 Broker firm / Institutional 13 Dec 2013 17 Dec 2013 First WBC covered bond Higher Ranking Secured debt Offer closes Issue date Trading Margin Maturity over BBSW Announcement of margin 20 Nov 2013 Offer opens Security 19 Nov 2013 Equity Ordinary NAB shares >500bp Perpetual SOURCE: YIELDB ROKER, BELL POTTER ASX listing (deferred settlement) 18 Dec 2013 Key features Additional Disclosure: Bell Potter Securities Limited is acting as Comanager to the NABPB issue and will receive fees for this service. Initial gross running yield of 5.85-6.00% (4.10-4.20% fully franked): Floating rate based on 90BBSW of 2.60% + 3.25-3.40% bookbuild margin. Option to redeem at year 7 with scheduled conversion at year 9: NAB has the option to redeem / convert in December 2020, subject to APRA approval. This report is to be read in conjunction with the NAB CPS II prospectus. Ordinary dividend restrictions: Applies on the non payment of NABPB dividends Automatic conversion under Common Equity & Non-Viability Trigger Events BELL POTTER SECURITIES LIMITED ACN 25 006 390 772 AFSL 243480 DISCLAIMER AND DISCLOSURES THIS REPORT MUST BE READ WITH THE DISCLAIMER AND DISCLOSURES ON PAGE 8 THAT FORM PART OF IT. Page 1 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Lock in >3% issue margin while still available The strength in the ASX listed hybrid market is highlighted by the trading margins on most of the major bank hybrids compressing to below 3.00%. Excluding WCTPA, the only other securities offering a trading margin >3.00% are the new issues in 2013 (ANZPD, NABPA and WBCPD). When NABPA launched in Feb 2013, every issue with a call date 2016 or later was on a trading margin of >3.00%. The improvement in the market over this period is evident in the trading margin on CBAPC firming from 3.20% to 2.82%, with the rally in the security price from $103.80 to $105.30. Figure 2: Trading margin on major bank preference shares Issue ASX Price Fair Code 8-Nov-13 Value Rating Issue Trading Trading vs Call Div Margin Margin Margin Fair Margin Fair Date Freq HY ANZ CAP NTS ANZPD $102.20 $103.39 Buy 3.40% 3.29% 3.10% 0.19% 1-Sep-21 WBC TPS WCTPA $95.00 Hold 1.00% 3.29% 3.20% 0.09% 30-Jun-16 Q NAB CPS II NABPB $100.00 3.25% 3.25% 3.00% 0.25% 17-Dec-20 Q Q $95.20 NAB CPS NABPA $101.25 $102.22 Buy 3.20% 3.11% 2.90% 0.21% 20-Mar-19 WBC CAP NTS WBCPD $101.60 $102.42 Hold 3.20% 3.08% 2.90% 0.18% 8-Mar-19 Q CBA PERLS III PCAPA $192.58 $191.53 Hold 1.05% 2.95% 3.20% -0.25% 6-Apr-16 Q ANZ CPS3 ANZPC $101.68 $102.25 Hold 3.10% 2.92% 2.75% 0.17% 1-Sep-17 HY CBA PERLS VI CBAPC $105.30 $105.16 Hold 3.80% 2.82% 2.85% -0.03% 15-Dec-18 Q WBC CPS WBCPC $103.00 $102.27 Hold 3.25% 2.66% 2.85% -0.19% 31-Mar-18 HY ANZ CPS2 ANZPA $102.50 $102.30 Hold 3.10% 2.53% 2.60% -0.07% 15-Dec-16 Q CBA PERLS V CBAPA $202.47 $202.54 Hold 3.40% 2.24% 2.20% 0.04% 15-Oct-14 Q ANZ CPS1 ANZPB $100.99 $100.98 Hold 2.50% 2.19% 2.20% -0.01% 16-Jun-14 Q WBC SPS II WBCPB $102.28 $102.09 Hold 3.80% 1.98% 2.20% -0.22% 30-Sep-14 Q SOURCE: BELL POTTER, COM PANY DATA, IRESS NABPB may prove to be one of the last major bank preference shares offering an issue margin above 3%. Every major bank preference share issued between 2009 and 2013 has had an issue margin between 3.10-3.80%, which remain historically high. This compares to the 1.05% issue margin on CBA PERLS IV (CBAPB), which was the last major bank preference share issued pre-GFC. We expect a new Basel III compliant security will replace ANZPB ahead of its June 2014 mandatory conversion date. If credit markets continue to improve, the issue margin could easily be <3.00%. Figure 3: Issue margins on comparative major bank preference shares Date of Listing Issuer Hybrid Code Description Margin over BBSW 11-Jul-07 CBA CBAPB PERLS IV 1.05% 29-Jul-08 WBC WBCPA Stapled Preferred Securities 2.40% 1-Oct-08 ANZ ANZPB Convertible Preference Shares 2.50% 30-Mar-09 WBC WBCPB Stapled Preferred Securities II 3.80% 13-Oct-09 CBA CBAPA PERLS V 3.40% 18-Dec-09 ANZ ANZPA Convertible Preference Shares 2 3.10% 29-Sep-11 ANZ ANZPC Convertible Preference Shares 3 3.10% 26-Mar-12 WBC WBCPC Convertible Preference Shares 3.25% 18-Oct-12 CBA CBAPC PERLS VI 3.80% 12-Mar-13 WBC WBCPD Capital Notes 3.20% 21-Mar-13 NAB NABPA Convertible Preference Shares 3.20% 8-Aug-13 ANZ ANZPD Capital Notes 3.40% 18-Dec-13 NAB NABPB Convertible Preference Shares II 3.25% SOURCE: COMPANY DATA, BELL POTTER Page 2 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Recovery in credit markets set to continue With the US Fed continuing to pump funds into their economy, and Australian interest rates near record lows, financial markets are awash with cash seeking a higher interest rate home. Since early October, we have seen very strong demand for wholesale debt issues from several banks (ANZ, BOQ, BEN, CBA, NAB), while Telstra was able to price its $500m 4.50% 5 year fixed rate senior debt issue at the same 88bp margin as ANZ and NAB. If we track the margins on WBC Jan 2018 senior debt, this was issued in January 2013 at a margin of 95bp. The margin on this subsequently firmed to 70bp in early May. This margin then eased out to 100bp by late June, in line with the sell off witness across most investment markets including equities, bond / fixed interest and FX. Markets have recovered since July with the trading margin firming to 76bp. Figure 4: Major wholesale issues since October Issuer Adani Abbot Point Terminal ANZ Bank ANZ Bank Issue Terms Margin Duration Size 90BBSW+ 225bp 5 years $300m 2.00% 90BBSW+ 80bp 5 years $1,700m Telstra Dec 2016 Senior Debt $300m Aurizon (formerly QR Nat ional) Fixed 5.75% 180bp 7 years $200m Bank of Queensland 90BBSW+ 115bp 3 years $400m Bendigo & Adelaide Bank 90BBSW+ 127bp 5 years $400m Brisbane Airport Fixed 6.00% 185bp 7 years $150m 0.75% Commonw ealth Bank Fixed 4.50% 80bp 5 years $80m 0.50% Telstra 1.50% ANZ May 2016 Senior Debt 1.25% 1.00% 90BBSW+ 88bp 5 years $1,500m Fixed 4.50% 88bp 5 years Westfield Retail Trust Oct 2016 Senior Debt 1.75% Fixed 4.50% 88bp 5 years NAB Figure 5: Trading margins on wholesale floating rate senior debt CBA Jan 2017 Covered Bond WBC Jan 2018 Senior Debt SOURCE: YIELDBROKER, BELL POTTER 0.25% $500m Jan-12 Mar-12 May-12 Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Nov-13 SOURCE: YIELDBROKER, IRESS, BELL POTTER Since July, we have seen the trading margin on NABPA firm from ~3.50% to an average of 2.90% for October. This October trading margin highlights where major bank preference shares should trade in a market not impacted by new issuance. Figure 6: NABPA trading margin Yield Price 5.0% $105.00 4.5% $102.50 Security Price (RHS) 4.0% $100.00 3.5% $97.50 3.0% $95.00 Trading Margin (LHS) 2.5% $92.50 2.0% Mar-13 $90.00 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 SOURCE: IRESS, BELL POTTER Ultimately, bidding into a new issue provides a number of advantages, including: There is no brokerage charge on subscribing for new issues versus the brokerage charge for buying securities on the ASX. Investors have the ability to acquire their desired holding at face value, rather that chasing ASX listed stock where there may be limited liquidity. Page 3 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Mandatory Conversion Conditions In order for bank Convertible Preference Shares (CPS) to qualify as Additional Tier 1 capital, APRA has imposed a maximum conversion number in order to limit the dilution of ordinary shares upon conversion. This maximum conversion number represents the face value of the preference share divided by 50% of the volume weighted average price (VWAP) of the issuer on the 20 business days preceding the issue date (Issue Date VWAP). For example, if NAB’s 20 day VWAP was $34.56 before the issue date, the maximum conversion number would be 5.787 NAB shares per NABPB security (i.e. $100 / (50% x $34.56)). To protect NABPB holders from receiving less than face value at scheduled conversion, there are a number of Conversion Conditions which investors need to be aware of: First: VWAP of ordinary shares on the 25th business day before a possible Mandatory Conversion Date (14 November 2022) must be above 56% of the Issue Date VWAP. Using the NAB price on 11 Nov 2013 of $34.56 x 56%= $19.35. Second: VWAP of ordinary shares during the 20 business days immediately preceding a possible Scheduled Conversion Date (21 November 2021) must be greater than 50.51% of the NABPB Issue Date VWAP (i.e. $17.46). Third: Continuous trading (i.e. No Delisting Event) prior to a possible Mandatory Conversion Date - to provide protection should investors wish to sell the ordinary shares they receive upon conversion. A Delisting Event occurs when NAB is delisted or suspended, or there is an Inability Event. If the Mandatory Conversion Conditions are not satisfied, Conversion on the Mandatory Conversion Date will not occur. Under this scenario, the security will remain on issue and continue to pay dividends at the same margin. The Mandatory Conversion Conditions will be tested on each subsequent future quarterly dividend date. Figure 4: Mandatory Conversion Conditions NABPB ANZPA ANZPB ANZPC ANZPD BENPD BOQPD CBAPA CBAPC IAGPC MQGPA NABPA SUNPC WBCPB WBCPC WBCPD Date of Hybrid Issue 17-Dec-13 18-Dec-09 1-Oct-08 29-Sep-11 7-Aug-13 1-Nov-12 24-Dec-12 13-Oct-09 17-Oct-12 1-May-12 8-Jul-08 Mandatory Conversion Date 19-Dec-22 15-Dec-16 16-Jun-14 1-Sep-17 1-Sep-23 13-Dec-19 15-Apr-20 15-Oct-14 15-Dec-20 1-May-19 7-Jun-18 22-Mar-21 22-Mar-21 30-Sep-14 30-Mar-20 8-Mar-21 Conversion Discount 20-Mar-13 20-Mar-13 30-Mar-09 23-Mar-12 8-Mar-13 1.0% 1.0% 2.5% 1.0% 1.0% 2.5% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% Issue Date VWAP $34.56 $21.80 $17.35 $19.53 $29.16 $7.98 $7.11 $50.49 $56.08 $3.46 $42.42 $30.64 $9.49 $17.51 $20.83 $29.89 50% Dilution Cap Max Conv No (Face Value/ Dilut ion Cap) $17.28 $10.90 $8.68 $9.77 $14.58 $3.99 $3.55 $25.25 $28.04 $1.73 $21.21 $15.32 $4.75 $8.76 $10.42 $14.95 5.79 9.17 11.53 10.24 6.86 25.06 28.15 7.92 3.57 57.80 4.71 6.53 21.07 11.42 9.60 6.69 Conv Test 1 - % Issue Date VWAP 56.00% 56.00% 56.00% 56.00% 56.00% 57.50% 56.12% 56.00% 56.00% 57.50% 55.56% 56.00% 56.00% 55.56% 55.56% 56.12% Conv Test 1 Security Price $19.35 $12.21 $9.72 $10.94 $16.33 $4.59 $3.99 $28.28 $31.41 $1.99 $23.57 $17.16 $5.31 $9.73 $11.57 $16.77 Conv Test 2 - % Issue Date VWAP 50.51% 50.51% 51.28% 51.28% 50.51% 51.28% 50.51% 50.51% 50.51% 50.51% 50.51% 50.51% 50.51% 50.51% 50.51% 50.51% Conv Test 2 Security Price $15.10 $17.46 $11.01 $8.90 $10.01 $14.73 $4.09 $3.59 $25.50 $28.33 $1.75 $21.43 $15.48 $4.79 $8.84 $10.52 Conv Test 3 - Continuous Trading Yes Yes Yes Yes Yes Yes Yes n/a n/a Yes Yes Yes Yes n/a n/a n/a Parent Share Price - 11 Nov 2013 $34.56 $32.14 $32.14 $32.14 $32.14 $10.93 $11.99 $78.35 $78.35 $6.12 $54.18 $34.56 $13.30 $33.12 $33.12 $33.12 Prem/Disc to Dilution Cap 100.0% 194.9% 270.5% 229.1% 120.4% 173.9% 237.5% 210.3% 179.4% 253.8% 155.4% 125.6% 180.3% 278.3% 218.0% 121.6% Prem/Disc to Conversion Test 1 78.6% 163.3% 230.8% 193.9% 96.8% 138.2% 200.7% 177.1% 149.5% 207.6% 129.9% 101.4% 150.3% 240.4% 186.2% 97.4% SOURCE: COM PANY DATA, BELL POTTER Page 4 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Early Conversion under Loss Absorption Events The fallout from the Global Financial Crisis has seen the Basel Committee on Banking Supervision establish new capital reforms to be phased in between 1 January 2013 and 1 January 2019. The key objective of these new reforms is to ensure banks are adequately capitalised in the event of future crises. On 28 September 2012, APRA published its final Basel III prudential standards which include a number of changes to the eligibility criteria for capital instruments, including stricter criteria for instruments to qualify as Additional Tier 1 Capital. These requirements include a Capital Trigger Event and a Non-Viability Trigger Event, where securities such as NABPB must be converted into ordinary equity if the financial position of NAB requires an immediate injection of capital. These prudential standards also require Australian banks to hold a minimum Common Equity Tier 1 Capital Ratio of 4.5% on 1 January 2013, increasing by the 2.5% capital conservation buffer to 7.0% on 1 January 2016. Common Equity Trigger Event A Common Equity Trigger Event occurs when either NAB determines, or when APRA notifies NAB that it believes NAB’s Common Equity Tier 1 Capital Ratio is equal to or less than 5.125%. Under this Trigger, NAB must immediately Convert enough NABPA securities to boost the Common Equity Tier 1 Capital Ratio above 5.125%. NAB’s Basel III Common Equity Tier 1 Capital Ratio at 30 Sep 2013 stood at 8.43%, providing a buffer of $12.0bn. If we include NAB’s FY13 cash net profit of $5.9bn, a breach of the Common Equity Trigger requirement appears very low, particularly as NAB has options such as cutting ordinary dividends and undertaking equity raisings. Non-Viability Trigger Event In addition, NABPB will be Converted if APRA determines that NAB would be nonviable in the absence of an exchange or a public sector injection of capital. We note there are currently no precedents for a Non-Viability Trigger Event. The types of situations in which APRA may become concerned about non-viability include significant capital losses, prolonged difficulties in raising funding or maintaining sufficient liquidity. Potential for Loss under Trigger Event if NAB is under $6.91 Conversion resulting from a Capital Trigger Event or a Non-Viability Trigger Event will be done at the VWAP of NAB shares traded on the 5 Business Days immediately preceding the Conversion Date. While this is not subject to the Scheduled Conversion Conditions, it is still subject to the Maximum Conversion Number, which represents the face value of the preference share dividend by 20% of the issue date VWAP. If NAB’s 20 issue date VWAP was $34.56, the maximum conversion number would be 14.4718 NAB shares per NABPB security (i.e. $100 / (20% x $34.56)). As such, NABPB investors may exposed to receiving less than face value if NABPA is converted at less than $6.91. In practice this will only occur in the unlikely scenario that the issuer suffers severe impairment losses and does not raise equity to absorb those losses. As it is likely that conversion under one of these Trigger Events would occur prior to a company Wind Up, NABPB holders will hold ordinary shares and rank equally with other holders of ordinary shares (i.e. lose priority ranking). Page 5 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Inability Event One additional risk is an Inability Event if NAB is not able to issue ordinary shares from Conversion under a Loss Absorption Event (i.e. Common Equity Trigger Event or NonViability Trigger Event). Scenarios under which this may occur include NAB being prevented from issuing ordinary shares by circumstances outside of its control, including an applicable law or order of any court, or action of any Government authority from issuing shares. Under an Inability Event, the rights attached to NABPB on and from the sixth day after the Loss Absorption Event Conversion Date will be an economic interest will be effectively limited to the dividends payable on the number of ordinary shares NABPB holders would have receive on conversion. The capital value under of NABPB under an Inability Event will most likely be significantly reduced as NABPB will become an investment which may not be able to be sold on the ASX. In the event of a winding up, NABPB holders claim relates to the surplus available to ordinary shareholders on the basis that NABPB was converted into ordinary shares (i.e. proportionate claim to the enlarged ordinary equity base). Investment risks Key Business Risks of NAB include: • A material deterioration in global capital markets and the Australian economy. • Adverse regulatory changes. • Operational risks and trading errors. • Increasing competition. • Credit rating downgrades. • Losses associated with counterparty exposures. • Poor performance of acquired businesses. Page 6 NAB Convertible Preference Shares II 12 November 2013 NAB Convertible Preference Shares II Investment risks (continued) Key Security Risks include: • NABPB is not a bank deposit protected by the Government guarantee scheme • As preferred equity, NABPB ranks behind deposits, senior debt and subordinated debt in NAB. • NABPB dividends are at NAB’s discretion and are non-cumulative. • Unless APRA provides approval, NABPB dividend payments are subject to satisfaction of the Dividend Payment Conditions. Any payment must not result in a breach of NAB’s capital requirements under APRA’s prudential standards, or result in NAB becoming insolvent. • Adverse movement in credit spreads as a result of a tightening in the availability and cost of credit. • New issues may offer more attractive issue terms and margins, placing downward pressure on the security price. • Adverse change in NAB’s and financial performance which combined with a major bad debt event could lead to the Common Equity Tier 1 Capital Ratio falling below 5.125%, resulting in automatic conversion under the Capital Trigger Event. Automatic conversion may also be required under a NonViability Trigger Event. • Under an Inability Event, NABPB will lose most of its value if NAB is not able to convert NABPB into ordinary shares under a Loss Absorption Event. • Conversion of NABPB at the Dec 2022 Mandatory Conversion Date requires NAB’s share price at the time of Mandatory Conversion to be above certain thresholds. If these thresholds are not met in Dec 2022 or at future quarterly dividend payment dates, NABPB may remain on issue indefinitely. Refer page 60 of the prospectus for further information on risks. Additional investment risk: ASIC “Be wary of the risks” warning: Money Smart website The ASIC publication should be used as guidance which may be relevant to your consideration of NABPB – namely, information for retail investors who are considering investing in hybrid securities. Copies of the ASIC Guidance can be obtained from ASIC’s website at: www.moneysmart.gov.au/investing/complex-investments/hybrid-securities-and-notes Basically, hybrid securities (including subordinated notes and convertible preference shares) may be from well-known companies but they are very different from 'normal' corporate bonds. Some hybrid securities make investors take on 'equity-like' risks. Some also have terms and conditions that allow the issuer to exit the deal or suspend interest payments when they choose. Some are very long-term investments (for example, more than 20 years). Hybrid securities may be unsuitable for you if you need steady returns or capital security typically from a bank term deposit style of investment. Page 7 NAB Convertible Preference Shares II 12 November 2013 Research Team Fixed Income Bell Potter Securities Limited ACN 25 006 390 772 Level 38, Aurora Place 88 Phillip Street, Sydney 2000 Telephone +61 2 9255 7200 www.bellpotter.com.au Staff Member Title/Sector Phone @bellpotter.com.au TS Lim Head of Research 612 8224 2810 tslim Sam Haddad Industrials 612 8224 2819 shaddad John O’Shea Industrials 613 9235 1633 joshea Chris Savage Industrials 612 8224 2835 csavage Jonathan Snape Industrials 613 9235 1601 jsnape Sam Byrnes Industrials 612 8224 2886 sbyrnes Bryson Calwell Industrials Associate 612 8224 2879 bcalwell John Hester Healthcare 612 8224 2871 jhester Tanushree Jain Healthcare/Biotech 612 8224 2849 tnjain TS Lim Banks/Regionals 612 8224 2810 tslim Lafitani Sotiriou Diversified 613 9235 1668 lsotiriou Di Brookman Oil & Gas 612 8224 2859 dbrookman Stuart Howe Resources 613 9235 1782 showe Fred Truong Resources 613 9235 1629 ftruong Bernard Lai Gold 613 9235 1731 blai Quantitative & System 612 8224 2825 tpiper Damien Williamson Fixed Income 613 9235 1958 dwilliamson Barry Ziegler Fixed Income 613 9235 1848 bziegler Industrials Financials Resources Quantitative Tim Piper Fixed Income The following may affect your legal rights. 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Nor does Bell Potter Securities Limited accept any responsibility for updating any advice, views opinions, or recommendations contained in this document or for correcting any error or omission which may become apparent after the document has been issued. Except insofar as liability under any statute cannot be excluded. Bell Potter Limited and its directors, employees and consultants do not accept any liability (whether arising in contract, in tort or negligence or otherwise) for any error or omission in this document or for any resulting loss or damage (whether direct, indirect, consequential or otherwise) suffered by the recipient of this document or any other person. Disclosure of interest: Bell Potter Limited, its employees, consultants and its associates within the meaning of Chapter 7 of the Corporations Law may receive commissions, underwriting and management fees from transactions involving securities referred to in this document (which its representatives may directly share) and may from time to time hold interests in the securities referred to in this document. Additional disclosure: Bell Potter Securities Limited is acting as Co-manager to the NABPB issue and will receive fees for this service. Page 8