Independent Reasonable Assurance Report in …

1 A member firm of Ernst & Young Global LimitedLiability limited by a scheme approved under Professional Standards LegislationErnst & Young8 Exhibition StreetMelbourne VIC 3000 AustraliaGPO Box 67 Melbourne VIC 3001 Tel: +61 3 9288 8000 Fax: +61 3 8650 Reasonable Assurance Report in relation to the green bond Use ofProceeds Statement to the Directors and Management of National Australia BankLimited ABN 12 004 044 937 ( NAB )ScopeWe have performed a Reasonable Assurance engagement for the Management and Directors of NAB in relation tothe specific information in the use of proceeds statement contained in NAB s Annual green bond Report (the Useof Proceeds Statement ), systems and policies for managing the proceeds from the issuance of NAB s A$300million bond with ISIN AU3C80226090 on 16 December 2014 (the AUD bond )

2 And NAB s EUR 500 million bondwith ISN XS1575474371 on 7 March 2017 (the EUR bond and together with the AUD bond , the GreenBonds ) and the preparation of the Use of Proceeds Statement. The specific subject matter and associatedcriteria of our Assurance engagement are detailed in the table matterCriteria green bond Use of Proceeds Statement quantitativeinformation as reported on pages 5,6 and 7 of NAB sAnnual green bond Report (outstanding drawn downbalance of eligible project assets as at period ended30 September 2017) NAB s documentation associated with green Bondissuances that sets out eligible projects and bond size NAB systems and policies for managing green Bondissuances green bond Use of Proceeds Statement and NAB s GreenBond Framework that sets out monitoring and reportingprocessesManagement ResponsibilityManagement of NAB ( Management )

3 Is responsible for the collection, preparation, and presentation of thesubject matter in accordance with the criteria and for maintaining adequate records and internal controls that aredesigned to support the management of green bond proceeds and the preparation of the Use of Practitioner s ResponsibilityOur responsibility is to express a Reasonable Assurance conclusion as to whether the subject matter is presentedin accordance with the criteria, in all material aspects. Our Assurance engagement has been planned andperformed in accordance with the Australian Standard on Assurance Engagements 3000 (revised)AssuranceEngagements Other Than Audits or Reviews of Historical Financial Information ( ASAE 3000 ).

4 Level of AssuranceA Reasonable Assurance engagement consists of making enquiries and applying analytical, controls testing andother evidence-gathering procedures that are sufficient for us to obtain a meaningful level of Assurance as thebasis for a positive form of conclusion. The procedures performed depend on the Assurance practitioner sjudgement including the risk of material misstatement of the specific activity data, whether due to fraud or we considered the effectiveness of Management s internal controls when determining the nature and extentof our procedures, our review was not designed to provide Assurance on internal controls. We believe that theevidence we have obtained is sufficient and appropriate to provide a basis for our conclusionBased on our Reasonable Assurance procedures, in our opinion: Specific quantitative information in the Use of Proceeds Statement is fairly stated, in all material respects,based on information provided by NAB.

5 And NAB s systems and policies managing the green bond proceeds and the preparation of the Use of ProceedsStatement, are in all respects, in accordance with NAB sGreenBond member firm of Ernst & Young Global LimitedLiability limited by a scheme approved under Professional Standards LegislationPage 2 Our ApproachA summary of our Assurance procedures is shown in the following itemTesting Plan1 Understood theprocess and systems Through interviews with NAB personnel responsible for identifying eligible green Bondassets and managing the green bond proceeds, we mapped out the processes andsystems used to manage the green bond proceeds Documented and assessed controls over each significant process and system2 Checked quantitativeinformation in the Useof ProceedsStatement Confirmed defined green investment categories and values assigned to each eligibleproject were correctly transcribed into the Use of Proceeds Statement from NAB'ssystems Tested existence of the eligible projects by agreeing drawn down loan value tounderlying support, including draw down notices, and loan subledgers.

6 Reviewed the funds earmarked against eligible projects to confirm the aggregate valueof the eligible projects was correctly transcribed into the Use of Process Statement3 Reviewed systemsand policies formanaging green Bondproceeds andpreparation of theUse of ProceedsStatement Assessed NAB's systems and policies against NAB s green bond Framework Reviewed internal green bond monitoring/reporting processes to evidence internalmonitoring and tracking of the green Bonds, including identifying and testing controlsand processes to manage the proceeds in line with use of proceeds criteria4 Checked total fundsraised to be less thaneligible lendingportfolio Viewed evidence from green bond documentation and external systems that totalGreen bond raising was less than total pool of eligible lendingLimitationsThere are inherent limitations in performing Assurance for example, Assurance engagements are based onselective testing of the information being examined and it is possible that fraud, error, or non-compliance mayoccur and not be detected.

7 There are additional inherent risks associated with Assurance over non-financialinformation including reporting against standards which require information to be assured against source datacompiled using definitions and estimation methods that are developed by the reporting entity. Finally, adherenceto ASAE 3000 is subjective and will be interpreted differently by different stakeholder Assurance was limited to the subject matter above related to NAB s AUD and EUR green bond and does notextend to any other information in the NAB s Annual green bond Report . Our Assurance is limited to policies andprocedures in place as of 30 September 2017. We do not provide any Assurance on projects /assets of ReportOur responsibility in performing our Assurance activities is to the Management and Directors of NAB alone and inaccordance with the terms of reference for our engagement as agreed with them.

8 We do not therefore accept orassume any responsibility for any other purpose or to any other person or organisation. Any reliance any suchthird party may place on the Use of Proceeds Statement is entirely at its own risk. No statement is made as towhether the criteria are appropriate for any third party member firm of Ernst & Young Global LimitedLiability limited by a scheme approved under Professional Standards LegislationPage 3 Our Independence and Assurance TeamIn accordance with APES 110, the firm and all professional personnel involved in this engagement have met theindependence requirements of Australian or International professional ethical requirements. Our team has therequired competencies and experience for this Assurance & YoungTerence Jeyaretnam FIEAustPartnerMelbourne, Australia30 May 2018A member firm of Ernst & Young Global LimitedLiability limited by a scheme approved under Professional Standards LegislationPage 4 Annex ANAB s list of eligible lending for the AUD bond .

9 Project NameSectorCountry of ResidenceSolar Farm 1 Renewable EnergyAustraliaSolar Farm 2 Renewable EnergyAustraliaCathedral Rocks windfarmRenewable EnergyAustraliaClare Solar FarmRenewable EnergyAustraliaWind Farm 1 Renewable EnergyAustraliaHallett Hill 2 windfarmRenewable EnergyAustraliaKiatawindfarmRenewable EnergyAustraliaMount EmeraldwindfarmRenewable EnergyAustraliaMumbidawindfarmRenewable EnergyAustraliaMusselroewindfarmRenewabl e EnergyAustraliaWind Farm 2 Renewable EnergyAustraliaGullen Range windfarm and Gullen Range Solar FarmRenewable EnergyAustraliaOaklandsHill windfarmRenewable EnergyAustraliaHallett 1 windfarmRenewable EnergyAustraliaPortfolio facility for Nyngan Solar Farm andBroken Hill SolarFarmRenewable EnergyAustraliaSilverton windfarmRenewable EnergyAustraliaWaubra windfarmRenewable EnergyAustraliaPortfolio facility for Blayney windfarm, Crookwell windfarm,Snowtown windfarm (Stages 1 and 2), Mahinerangi windfarmStage 1, Tararua windfarm (Stages 1, 2 and 3) and Salt CreekWindfarmRenewable EnergyAustraliaWind Farm 2 Renewable EnergyAustraliaStudland Bay Wind Farm & Bluff Point Wind FarmRenewable EnergyAustraliaTotal eligible lending of the above counterparties as at 30 September 2017 was $811,940,594 (AUD).

10 A member firm of Ernst & Young Global LimitedLiability limited by a scheme approved under Professional Standards LegislationPage 5 NAB s list of eligible lending for the EUR bond :Project NameSectorCountry of ResidenceSydney Light Rail PPPLow Carbon TransportAustraliaNorthWest Rail Link PPPLow Carbon TransportAustraliaRailCorp Rolling Stock PPPLow Carbon TransportAustraliaQW Rail LeasingLow Carbon TransportUnited KingdomCubico 4-Portfolio of onshore wind farmsRenewable EnergyUnited KingdomCubico 2-Portfolio of 2 wind farms and 11ground based solar PV parksRenewable EnergyUnited KingdomIndependent Power Producer with 57assets (48operational, 6 in construction, 3 pre-construction)