Information  X 
Enter a valid email address

Nat.Australia Bank (NAB)

  Print      Mail a friend

Monday 04 December, 2006

Nat.Australia Bank

Proxy Form

National Australia Bank Ld
04 December 2006

PROXY FORM

YOUR VOTE IS IMPORTANT

National Australia Bank Limited

ABN 12 004 044 937

I/We  being a member/members of National Australia Bank Limited ('the National')
hereby appoint :

The Chairman of the Meeting

(mark box with 'X')


OR


Write here the name of the person or body corporate you are appointing if this
the Meeting OR person or body corporate is someone other than the Chairman of
the Meeting


or failing the person or body corporate so named, or if no person or body
corporate is named, the Chairman of the Meeting as my/our proxy to act generally
at the meeting on my/our behalf, and to vote in accordance with the following
directions or, if no directions have been given, as the proxy sees fit at the
Annual General Meeting of the National to be held on Wednesday, 31 January 2007
commencing at 9.00am (Australian Eastern Summer Time) and at any adjournment
thereof.

IMPORTANT FOR ITEMS 5, 6, 7 and 8

If the Chairman of the Meeting is to be your proxy and you have not directed
your proxy how to vote on items 5, 6, 7 and 8 below,
please place a mark in this box. By marking this box you acknowledge that the
Chairman of the Meeting may exercise your proxy even if he has an interest in
the outcome of the item and that votes cast by him, other than as a proxy
holder, would be disregarded because of that interest. If you do not mark this
box, and you have not directed your proxy how to vote, the Chairman of the
Meeting will not cast your votes on items 5, 6, 7 and 8 and your votes will not
be counted in determining the required majority if a poll is called on these
items. The Chairman of the Meeting intends to vote undirected proxies in favour
of items 5, 6, 7 and 8.

Please indicate your preference with a 'mark' in the appropriate box For details
of the Directors' recommendation in relation to each of the items below, please
see the reverse of this form

Item 3.                           For  Against  Abstain*   Item 6.                             For   Against  Abstain*
To re-elect Directors of the                               Shares - Group Chief Executive
National:                                                  Officer
Mr Michael Chaney                                          Item 7.
                                                           Shares, performance options and
Mr Ahmed Fahour                                            performance rights - Executive
                                                           Director & Chief Executive
Mr Paul Rizzo                                              Officer, Australia
                                                           Item 8.
Mr Michael Ullmer                                          (a) Shares, performance options
Item 4.                                                    and performance rights - Finance
                                                           Director and
To adopt the Remuneration                                  Group Chief Financial Officer
Report
(this is a non-binding                                     (b) Share grant - Finance Director
resolution)                                                and Group
Item 5.                                                    Chief Financial Officer
Non - Executive Directors'                                 Item 9.
Share Plan                                                 Approval of selective buy-back
                                                           arrangements
                                                           relating to preference shares
                                                           associated with
                                                           the National Income Securities



* If you mark the abstain box for a particular item, you are directing your
proxy not to vote on your behalf on a show of hands or on a poll for that item

Abstain votes will not be counted in determining the required majority on a
poll.

SIGNATURE OF SHAREHOLDER(S) - THIS MUST BE COMPLETED

     Individual or Shareholder 1                  Shareholder 2                         Shareholder 3

Sole Director and Sole Company Secretary          Director                              Director/Company Secretary

Please refer to notes on appointment of proxy overleaf

If convenient please provide your telephone number in case we need to contact
you. Contact Name Telephone Date

Please return this proxy form to the National as soon as possible, but in any
event not later than 9.00am (Australian Eastern Summer Time) on Monday, 29
January 2007.

NAB 11PX

ATTENDING THE MEETING

All shareholders may attend the Annual General Meeting. In the case of joint
shareholders, all holders may attend the meeting but only one holder may vote at
the meeting in respect of the relevant shares (including by proxy). If more than
one joint holder is present, and more than one of the joint holders vote in
respect of the relevant shares, only the vote of the joint holder whose name
stands first in the register in respect of the relevant shares is counted. A
corporate shareholder may appoint one or more persons to act as its
representative(s), but only one representative may exercise the corporate
shareholder's powers at any one time. The National requires appropriate evidence
of the appointment.

NOT ATTENDING THE MEETING

Please read these notes prior to completion of the Proxy Form.

1                     In the case of individuals, the Proxy Form must be signed
by the shareholder or the shareholder's duly authorised attorney.

2                     In the case of joint shareholders, the Proxy Form should
be signed by each of the joint shareholders personally or by attorney.

3                     A corporate shareholder must sign the Proxy Form in
accordance with its Constitution or otherwise in accordance with the
Corporations Act 2001 (Cth). Where the Proxy Form is signed under the hand of a
duly authorised person or persons of a corporate shareholder, such authorisation
must have been sighted at the National's Share Registry.

4                     The National's Constitution and the Corporations Act 2001
(Cth) require that, to be effective, a Proxy Form together with any power of
attorney under which it is executed or a certified copy of the relevant
authority, must be received by the National no later than 9.00am (Australian
Eastern Summer Time) on Monday, 29 January 2007, which is 48 hours before the
commencement of the Annual General Meeting.

5                     A shareholder entitled to vote is entitled to appoint up
to two proxies. If you appoint two proxies you must specify the proportion or
number of votes each proxy may exercise, otherwise each proxy may exercise half
of the votes. A separate Proxy Form should be used for each proxy.

You can obtain additional forms from the National's registered office or from
the Share Registry or you may copy this form. If you appoint two proxies please
lodge both forms together.

6                     Please note that if you appoint the Chairman of the
Meeting as your proxy, and you do not provide specific instructions on how you
wish the Chairman to vote on your behalf, the Chairman proposes to vote all open
proxies in favour of all items of business (please refer to the section headed
'IMPORTANT FOR ITEMS 5, 6, 7 and 8' on the other side of this form for further
information).

7                     A proxy need not be a shareholder of the National and may
be an individual or a body corporate.

8                     Completed Proxy Forms should be returned in the enclosed
reply paid envelope or hand delivered to the Company Secretary at the registered
office - 35th Floor, 500 Bourke Street, Melbourne, Victoria 3000, Australia or
faxed on (61 3) 9473 2555.



RECOMMENDATIONS OF THE DIRECTORS

The Directors of the National offer the following recommendations concerning
voting on the various items of business.

Item 3:                   The Directors who are the subject of each resolution
have abstained from making a recommendation in relation to their own
re-election.

The Directors not directly involved in each resolution, recommend that
shareholders vote 'For' all four Directors standing for re-election.

Item 4:                   This is a non-binding resolution. Directors recommend
that shareholders vote 'For' this resolution.

Item 5:                   The Directors recommend that shareholders vote 'For'
this resolution.

Item 6:                   Mr Stewart, who has a personal interest in the subject
of this resolution, has abstained from making a recommendation. The other
Directors recommend that shareholders vote 'For' the resolution.

Item 7:                   Mr Fahour, who has a personal interest in the subject
of this resolution, has abstained from making a recommendation. The other
Directors recommend that shareholders vote 'For' the resolution.

Item 8:                   Mr Ullmer, who has a personal interest in the subject
of this resolution, has abstained from making a recommendation. The other
Directors recommend that shareholders vote 'For' the resolution.

Item 9:                   The Directors who hold National Income Securities (as
listed in the Notice of Annual General Meeting) have abstained from making a
recommendation in relation to this resolution. The other Directors recommend
that shareholders vote 'For' the resolution.

The Notice of Annual General Meeting and the Comments and Explanatory Notes
contain details on which these recommendations have been based. Shareholders are
encouraged to read the Notice in full.

29022 (11/06)


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                    

a d v e r t i s e m e n t