Common use of Information Rights During Full Consolidation Periods      16 Clause in Contracts

Information Rights During Full Consolidation Periods      16. Section 4.2 Information Rights During Equity Accounting Periods 17 Section 4.3 General Information Requirements 17 Section 4.4 Reporting Coordination Committee 18 Section 4.5 Matters Concerning Auditors 18 Section 4.6 Release of Information and Public Filings 19 Section 4.7 Information in Connection with Regulatory or Supervisory Requirements 20 Section 4.8 Implementation with Respect to Legal Disclosures 21 Section 4.9 Information Concerning NAB Equity Awards 22 Section 4.10 Expenses 22 Article V EXCHANGE OF COMMON STOCK for NON-VOTING COMMON STOCK Section 5.1 Exchange 22 Article VI OTHER PROVISIONS Section 6.1 Related Party Transactions Policy 23 Section 6.2 Certain Policies and Procedures 23 Section 6.3 Access to Personnel and Data 24 Section 6.4 Internal Communications Protocols 24 Section 6.5 Access to Historical Records 24 Section 6.6 Confidentiality 25 Section 6.7 Director and Officer Indemnification; Liability Insurance 26 Section 6.8 Non-Competition 29 Article VII INDEMNIFICATION Section 7.1 Indemnification 31 Section 7.2 Claims for Indemnification 32 Section 7.3 Indemnification Limitations 34 Section 7.4 Payments 34 Section 7.5 Investigation 34 Article VIII GENERAL PROVISIONS Section 8.1 Obligations Subject to Applicable Law 35 Section 8.2 Notices 35 Section 8.3 Binding Effect; Assignment; No Third-Party Beneficiaries 35 Section 8.4 Severability 36 Section 8.5 Entire Agreement; Amendment 36 Section 8.6 Waiver 36 Section 8.7 Governing Law; Consent to Jurisdiction 36 Section 8.8 Waiver of Jury Trial 36 Section 8.9 Remedies; Specific Performance 37 Section 8.10 Counterparts 37 Section 8.11 Further Assurances 37 Section 8.12 Term; Survival 37 Section 8.13 Subsidiary and Affiliate Action 38 Section 8.14 Expenses 38 Schedules Schedule 2.1(f) Lead Director Responsibilities Schedule 4.6(b) Public Reporting Protocol Prior to Less Than Majority Holder Date FORM OF STOCKHOLDER AGREEMENT Stockholder Agreement (this “Agreement”), dated as of [—], 2014, between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).

Information Rights During Full Consolidation Periods      16. Section 4.2 Information Rights During Equity Accounting Periods 17 Section 4.3 General Information Requirements 17 Section 4.4 Reporting Coordination Committee 18 Section 4.5 Matters Concerning Auditors 18 Section 4.6 Release of Information and Public Filings 19 Section 4.7 Information in Connection with Regulatory or Supervisory Requirements 20 Section 4.8 Implementation with Respect to Legal Disclosures 21 Section 4.9 Information Concerning NAB Equity Awards 22 Section 4.10 Expenses 22 Article V EXCHANGE OF COMMON STOCK for NON-VOTING COMMON STOCK Section 5.1 Exchange 22 Article VI OTHER PROVISIONS Section 6.1 Related Party Transactions Policy 23 Section 6.2 Certain Policies and Procedures 23 Section 6.3 Access to Personnel and Data 24 Section 6.4 Internal Communications Protocols 24 Section 6.5 Access to Historical Records 24 Section 6.6 Confidentiality 25 Section 6.7 Director and Officer Indemnification; Liability Insurance 26 Section 6.8 Non-Competition 29 Article VII INDEMNIFICATION Section 7.1 Indemnification 31 Section 7.2 Claims for Indemnification 32 Section 7.3 Indemnification Limitations 34 Section 7.4 Payments 34 Section 7.5 Investigation 34 Article VIII GENERAL PROVISIONS Section 8.1 Obligations Subject to Applicable Law 35 Section 8.2 Notices 35 Section 8.3 Binding Effect; Assignment; No Third-Party Beneficiaries 35 Section 8.4 Severability 36 Section 8.5 Entire Agreement; Amendment 36 Section 8.6 Waiver 36 Section 8.7 Governing Law; Consent to Jurisdiction 36 Section 8.8 Waiver of Jury Trial 36 Section 8.9 Remedies; Specific Performance 37 Section 8.10 Counterparts 37 Section 8.11 Further Assurances 37 Section 8.12 Term; Survival 37 Section 8.13 Subsidiary and Affiliate Action 38 Section 8.14 Expenses 38 Schedules Schedule 2.1(f) Lead Director Responsibilities Schedule 4.6(b) Public Reporting Protocol Prior to Less Than Majority Holder Date FORM OF STOCKHOLDER AGREEMENT Stockholder Agreement (this “Agreement”), dated as of [—]October 20, 2014, between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).

Information Rights During Full Consolidation Periods      16. Section 4.2 Information Rights During Equity Accounting Periods 17 Section 4.3 General Information Requirements 17 Section 4.4 Reporting Coordination Committee 18 Section 4.5 Matters Concerning Auditors 18 Section 4.6 Release of Information and Public Filings 19 Section 4.7 Information in Connection with Regulatory or Supervisory Requirements 20 Section 4.8 Implementation with Respect to Legal Disclosures 21 Section 4.9 Information Concerning NAB Equity Awards 22 Section 4.10 Expenses 22 Article V EXCHANGE OF COMMON STOCK for NON-VOTING COMMON STOCK Section 5.1 Exchange 22 Article VI OTHER PROVISIONS Section 6.1 Related Party Transactions Policy 23 Section 6.2 Certain Policies and Procedures 23 Section 6.3 Access to Personnel and Data 24 Section 6.4 Internal Communications Protocols 24 Section 6.5 Access to Historical Records 24 Section 6.6 Confidentiality 25 Section 6.7 Director and Officer Indemnification; Liability Insurance 26 Section 6.8 Non-Competition 29 Article VII INDEMNIFICATION Section 7.1 Indemnification 31 Section 7.2 Claims for Indemnification 32 Section 7.3 Indemnification Limitations 34 Section 7.4 Payments 34 Section 7.5 Investigation 34 Article VIII GENERAL PROVISIONS Section 8.1 Obligations Subject to Applicable Law 35 Section 8.2 Notices 35 Section 8.3 Binding Effect; Assignment; No Third-Party Beneficiaries 35 Section 8.4 Severability 36 Section 8.5 Entire Agreement; Amendment 36 Section 8.6 Waiver 36 Section 8.7 Governing Law; Consent to Jurisdiction 36 Section 8.8 Waiver of Jury Trial 36 Section 8.9 Remedies; Specific Performance 37 Section 8.10 Counterparts 37 Section 8.11 Further Assurances 37 Section 8.12 Term; Survival 37 Section 8.13 Subsidiary and Affiliate Action 38 Section 8.14 Expenses 38 Schedules Schedule 2.1(f) Lead Director Responsibilities Schedule 4.6(b) Public Reporting Protocol Prior to Less Than Majority Holder Date FORM OF STOCKHOLDER AGREEMENT Stockholder Agreement (this “Agreement”), dated as of [—], 2014, between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).