0001193125-14-386245 Sample Contracts

GREAT WESTERN BANCORP, INC. (A Delaware corporation) 16,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 29th, 2014 • National Australia Bank LTD • National commercial banks • New York
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STOCKHOLDER AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. Dated as of October 20, 2014
Stockholder Agreement • October 29th, 2014 • National Australia Bank LTD • National commercial banks • New York

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”).

REGISTRATION RIGHTS AGREEMENT among NATIONAL AUSTRALIA BANK LIMITED, NATIONAL AMERICAS HOLDINGS LLC and GREAT WESTERN BANCORP, INC. Dated as of October 20, 2014
Registration Rights Agreement • October 29th, 2014 • National Australia Bank LTD • National commercial banks • New York

Registration Rights Agreement, dated October 20, 2014 (this “Agreement”), among National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), National Americas Holdings LLC, a Delaware limited liability company (“NAH”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).

JOINT FILING AGREEMENT
Joint Filing Agreement • October 29th, 2014 • National Australia Bank LTD • National commercial banks

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Great Western Bancorp, Inc., a Delaware corporation, and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

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