Adelaide

SPS Prospectus - Important Notice

Before downloading, printing or viewing the Prospectus and Application Form, you must carefully read the terms set out in this Notice. By clicking on 'I Agree' at the bottom of this page, you acknowledge that you have read and accepted the terms set out in this Notice. The information on this page is not part of the SPS Prospectus.

PROSPECTUS

The Prospectus contains information about investing in SPS, which stands for Step Up Preference Shares. SPS will be issued by Adelaide Bank Limited (Adelaide Bank).

Potential investors should seek professional guidance from their stockbroker, solicitor, accountant or other professional advisor before deciding whether to invest in SPS.

Nothing contained on this web site or in the Prospectus constitutes financial product advice and the information has been prepared without taking into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus in its entirety before deciding whether to invest in SPS and consider the risk factors that could affect the performance of SPS or Adelaide Bank.

A copy of the Prospectus accessible on this web site has been lodged with the Australian Securities and Investments Commission (ASIC). The Prospectus is dated 26 August 2004 and was lodged on that date. Application Forms will be available from the Opening Date (scheduled to be 3 September 2004).

OFFER OPEN TO AUSTRALIAN RESIDENTS ONLY

The offer of the SPS is available to Australian residents receiving the Prospectus in Australia. Due to regulatory requirements, the invitation to apply for SPS is not extended to investors (including Adelaide Bank Ordinary Shareholders, Reset Preference Shareholders and noteholders) located or resident outside Australia, other than certain institutional investors outside Australia at the discretion of Adelaide Bank and the Joint Lead Managers, and in compliance with applicable laws in the relevant jurisdictions.

The offer is available to persons receiving this Prospectus within Australia. No action will be taken to register the Prospectus or otherwise permit a public offering of the SPS in any jurisdiction outside Australia. The Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer. In particular, the SPS have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold within the United States.

Investors wishing to apply for SPS will need to complete the Application Form that will be in, or will accompany, the Prospectus once the offer opens. To meet the requirements of the Corporations Act, the Application Form must not be handed on unless attached to, or accompanied by, the Prospectus. An electronic copy of the Prospectus is available by clicking on the link below (the Application Form will not be available until the offer opens on 3 September 2004).

Please note if you are applying for a firm allocation through a broker, you may only apply after reading the Prospectus but you should follow any instructions from the broker regarding the manner of application.

There is a preferential allocation for eligible Adelaide Bank shareholders and noteholders – see Section 2.4 of the Prospectus.

Under the Corporations Act, Adelaide Bank is prohibited from processing applications for seven days after lodgment of the Prospectus with ASIC and this period may be extended by up to a further seven days. This period is an exposure period to allow the Prospectus to be examined by market participants prior to the offer opening. During the exposure period, no Application Form will be available with the Prospectus and no SPS will be offered on the basis of this Prospectus. SPS will only be issued on the basis of an Application Form, which will be issued in conjunction with the Prospectus once the offer opens.

You should only rely on the Prospectus if you are satisfied that you have access to the entire document. A paper version of this Prospectus will be provided free of charge on request during the offer period by calling 1800 003 940. Please ensure you read this Prospectus in full before deciding to invest.

INSTRUCTIONS

Subject to the terms contained in this notice, an electronic copy of the Prospectus may be viewed or downloaded by following the instructions set out below.

The full Prospectus has 50 pages. The electronic copy of the full Prospectus is in Adobe Portable Document Format (PDF). The size of the full Prospectus is 1,339kb. You should ensure that any copy you view or print is complete. To the extent permitted by law, Adelaide Bank is not liable for any loss incurred from accessing or downloading the Prospectus from this web site, including but not limited to data corruption on download.

To agree to the terms contained in this notice, and to proceed to the Prospectus, click the 'I Agree' button below.

By proceeding, I confirm that I am a resident of Australia accessing this web site from within Australia. I represent, warrant and agree that I am not a US Person (as defined in Regulation S under the US Securities Act) nor am I acting for the account or benefit of a US Person.