OFFERING CIRCULAR 9 September 2003 a series of European call warrants issued by DEUTSCHE BANK in respect of GOLD BULLION SECURITIES OF GOLD BULLION LIMITED to be traded on the Australian Stock Exchange Warrant Issuer: DEUTSCHE BANK AKTIENGESELLSCHAFT ABN 13 064 165 162 Broker to the Issue: DEUTSCHE SECURITIES AUSTRALIA LIMITED ABN 65 003 204 368 Neither the Warrants nor the shares underlying the Warrants have been or will be registered under the US Securities Act of 1933, as amended. Accordingly, the Warrants are not being offered or sold within the United States or to, or for the account or benefit of US persons (as defined in Regulation S under the Securities Act of 1933) at any time.
1. KEY INFORMATION Offering Circular The date of this Offering Circular is 9 September 2003 This Offering Circular has been issued by Deutsche Bank Aktiengesellschaft as Warrant Issuer and Deutsche Securities Australia Limited as Broker to the Issue. This is an Offering Circular for the purposes of Australian Stock Exchange Limited Business Rules. This is not a disclosure document registered or lodged under Chapter 6D of the Corporations Act, nor is it a product disclosure statement under Part 7.9 of the Corporations Act. Exercise of Call Warrants Issue A Call Warrant may be exercised by delivering an Exercise Notice during the Exercise Notice Period which is the 5 Business Days ending at 6.00pm on the Expiry Date (subject to the early termination). On proper exercise of the Required Number of Warrants, Deutsche Bank will be obliged to deliver, on receipt of the Exercise Price (plus applicable Transfer Costs) the Underlying Parcel for that series of Warrants, initially the Underlying Security, but subject to adjustment. The series of Warrants to be issued have these initial terms (subject to later adjustment): Series: (ASX Code and type of warrants) GOLWDA GOLWDB (European Call) Issue Size: (million) 100 100 Expiry Date: 26/11/03 25/2/04 Exercise Price (per Underlying Parcel): A$60.00 A$60.00 Required Number of Warrants: 10 10 Underlying Security 1 Gold Bullion Security* issued by Gold Bullion Limited (GOLD) * The holder of a Gold Bullion Security holds a redeemable preference share of nominal value issued by the Corporation and a beneficial interest in approximately 1/10 th of one fine troy ounce of physical gold. Applications Applications will only be accepted on the Application Form attached to this Offering Circular and may only be made by Participating Organisations of ASX, their nominee companies or associates of Deutsche Bank unless otherwise agreed with Deutsche Bank. Applications will not be accepted from, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act of 1933). Application Forms must be lodged with Deutsche Bank. No Warrants will be allotted or issued on the basis of this Offering Circular later than the earliest of (i) allocation of all Warrants offered by this Offering Circular; and (ii) closure of the offer by Deutsche Bank in its sole discretion; and (iii) 6 months after the date of this Offering Circular.
Issue Size ASX Trading Deutsche Bank may, without the consent of or prior notice to Holders, seek ASX permission to increase the number of Warrants on issue in the Series before Expiry of the Warrant (see Sections 2.2, 3.1(c) and 3.39). Deutsche Bank would seek ASX permission to increase the issue size of the Warrants without the issue of any supplementary offering circular. As the Warrants are to be traded on the stock market of Australian Stock Exchange Limited, on-market transfers must be through the parties brokers. 3
TABLE OF CONTENTS 1. KEY INFORMATION... 2 2. OFFER DESCRIPTION... 5 3. TERMS OF ISSUE OF WARRANTS... 14 4. DESCRIPTION OF THE WARRANT ISSUER - DEUTSCHE BANK... 31 5. DESCRIPTION OF THE UNDERLYING SECURITY FOR CALL WARRANTS... 36 6. DIRECTORY... 36 7. EXECUTION... 37
2. OFFER DESCRIPTION Deutsche Bank Call Warrants 9 September 2003 Issue This is only a summary of the main features of the Warrants. Potential investors should read the whole Offering Circular, including the Terms of Issue (see Section 3), before making any investment decision. Words defined in the Terms of Issue have the same meaning throughout this Offering Circular. The rights and obligations of Holders are determined by the Terms of Issue and the general law. If there is any conflict between this description and the Terms of Issue, the Terms of Issue prevail. 2.1 Issue The series of warrants, each over the Underlying Securities of the Corporations as referred to in the Key Information in Section 1, subject to any adjustment in accordance with the Terms of Issue. This description applies separately to each series of Warrants unless specifically identified. 2.2 Issue Size For each series of Warrants, see the table in the Key Information in Section 1. Deutsche Bank may, without the consent of or prior notice to Holders, seek ASX permission to increase the number of Warrants on issue in the Series before Expiry of the Warrant. 2.3 Warrant Issuer Deutsche Bank Aktiengesellschaft. See Section 4 for more information. 2.4 Nature of Warrants The Call Warrants offered under this Offering Circular are European style call options as they may be exercised only with effect as at the Expiry Date. 2.5 Broker to the Issue Deutsche Securities Australia Limited. 2.6 Minimum Subscription 1,000 Warrants. 2.7 Marketable Parcel 1 Warrant (subject to the ASX Business Rules and SCH Business Rules on tradeable units). 2.8 Rights and Dividends The Warrants do not confer on the Holder or the Grantor (as the case may be) any present entitlement to any dividends or rights (including voting rights) in respect of Underlying Securities, except to the extent any adjustments are required on exercise of the Warrants. 2.9 Underlying Parcel The initial number and kind of Underlying Securities (as later adjusted), which must be transferred for the Exercise Price following proper exercise of the Required Number of Warrants, is set out in the Key Information in Section 1. 2.10 Adjustment If the Underlying Securities are the subject of a corporate action, Deutsche Bank may with the consent of ASX adjust the Warrants to preserve as far as practicable the economic position of Holders. That may include, without limitation, adjusting one or more of the Underlying Parcel, Exercise Price and Required Number of Warrants. Possible corporate actions include a bonus or rights issue, a return or reconstruction of capital, a buy-back or other similar event. No adjustment may be made that will prejudice the interests of Holders. 2.11 Exercise Price and Expiry Date These are set out in the Key Information in Section 1. They are subject to adjustment as set out in the Terms of Issue. 2.12 Exercise Procedure General Exercise notices once given are irrevocable. Warrants must also be exercised in respect of marketable parcels of Underlying Securities or in respect of all of a Holding.
Investors should note that an Exercise Notice is only effective under the Terms of Issue if, among other things, it is given by the Holder, or a person who is entitled to be registered as the Holder as at the end of the Expiry Date. Investors should be aware that under the Terms of Issue there is a risk that an Exercise Notice will be ineffective if another Exercise Notice is given in respect of the same Warrant by a person who became entitled to be registered as Holder of that Warrant later than the person who gave the first Exercise Notice. Investors who acquire Warrants and wish to exercise them should ensure that they or their broker make appropriate arrangements to ensure that the investor becomes the Holder of the Warrant within the required time and that a valid Exercise Notice is delivered to Deutsche Bank within the required time. Call Warrants Holders wishing to exercise Call Warrants must lodge a completed Exercise Notice with Deutsche Bank at any time during business hours in the five Business Days ending at 6.00pm on the Expiry Date, together with payment of the aggregate Exercise Price plus the applicable Transfer Cost. The Exercise Notice should include the Holder s Identification Number ( HIN ) if the Warrants are held on the CHESS Subregister and the Shareholder Reference Number ( SRN ) if the Warrants are held on the Issuer Sponsored Subregister. Warrant Holders should be aware that exercise only becomes effective on clearance of funds for the Exercise Price and applicable Transfer Cost (which must occur not later than the fifth Business Day after the Expiry Date), for an Exercise Notice to be effective. Holders proposing to exercise Warrants can find out the amount of the Transfer Cost on any Business Day by contacting Deutsche Securities Australia. If the amount of the cheque supplied or the funds received on clearance is less than the aggregate Exercise Price and applicable Transfer Cost on that required for the number of Warrants specified in an Exercise Notice, the Exercise Notice is treated as exercising the maximum number of Warrants for which there are sufficient funds, and which also satisfy the marketable parcel criteria. If there are any further Warrants remaining unexercised, Deutsche Bank will return the balance (if any) of the funds supplied. If relevant, the Holder might be entitled to an amount for the assessed value of the Warrants which could not be exercised in respect of a marketable parcel of Underlying Parcels (such Warrants will be cancelled). 2.13 Settlement following Exercise Call Warrants No physical instrument of transfer is required to effect an electronic transfer of Underlying Parcels under the CHESS system. Each exercising Holder will be required to supply its Holder Identification Number and Participant Identifier ( PID ) to enable a transfer of the Underlying Parcels to an uncertificated CHESS holding to be effected, otherwise the Shares may be transferred into a certificated or an Issuer-sponsored uncertificated holding. It is essential that investors exercising Call Warrants do everything necessary on their part to allow Deutsche Bank to deliver to them the relevant number of Underlying Parcels. There may be little or no opportunity for Deutsche Bank to contact investors about any errors in their exercise of Call Warrants. It is the investor's sole responsibility to ensure that it fully complies with the exercise and settlement procedure obligations. The number or the class of securities the subject of a Warrant may vary where there has been an adjustment as a result of a corporate action in respect of Underlying Securities. The Exercise Price may also be varied where there has been an adjustment as a result of a corporate action in respect of Underlying Securities. 2.14 Stamp Duty An on-market dealing in Warrants effected through a broker in any Australian State or territory will not be liable to stamp duty. No duty will be payable on any on-market or offmarket transfer on the exercise of a Warrant. 2.15 No Certificates The Warrants will be held in uncertificated form and no certificates will be issued. Details of legal ownership of Warrants will be entered in the register of Warrants maintained for Deutsche Bank. 6
2.16 Registrar Deutsche Bank will arrange (at its cost) for a register of Holders to be established and maintained at the offices of Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney, New South Wales. The register will be open during business hours for inspection by any Holder or any member of the Corporation or their authorised representative. An application for the Warrants to become CHESS Approved Securities is to be made. If approval is granted, a CHESS subregister of Holdings and an Issuer Sponsored Subregister of Holdings will be established. 2.17 Trading of Warrants Transfers of Warrants will be effected only through SEATS through the parties brokers in accordance with the Corporations Act, the ASX Business Rules, the SCH Business Rules and the Terms of Issue. 2.18 Risk Factors relating to the Warrants The Warrants are speculative and involve a degree of risk. General Investment Risks Investors who consider acquiring warrants whether from Deutsche Bank or on the secondary market should have experience in options transactions and should reach an investment decision only after carefully considering, with their adviser, the suitability of the warrants in the investor's particular circumstances. The Warrants are considered by Deutsche Bank to be suitable only for investors who understand the risks involved and are prepared to sustain a complete loss of the subscription price (called the Premium in the Terms of Issue). Deutsche Bank recommends that potential investors obtain independent financial advice before subscribing for Warrants. It is impossible in a document of this type to take into account the investment objectives, financial situation and particular needs of each reader. Accordingly, nothing in this Offering Circular should be construed as a recommendation by Deutsche Bank, Deutsche Securities Australia Limited or any associate of either of them or any other person concerning investment in the Warrants, Underlying Securities or any other security. Readers should not rely on this Offering Circular other than in respect of matters set out in it, and should not rely on it as the sole basis for any investment decision in relation to Warrants, Underlying Securities, or any other security. The leverage provided by investing in Warrants, particularly as they relate to partly paid for securities, means that the risks of investment may be greater than in the case of an investment of the same amount in the Underlying Securities. Potential investors should therefore ensure that they understand these risks fully before investing in Warrants. This outline by its nature cannot identify all of the relevant considerations which may be a risk for individual potential investors. General Market Risks An investment in Warrants involves the risk that the Warrants may expire with significantly less value, or of no value at all if, in the case of Call Warrants, the price of Underlying Securities falls below the aggregate Exercise Price. Lapse of Warrants before the Expiry Date The Warrants automatically lapse on the occurrence of an Extraordinary Event (see Section 3.7 of the Terms of Issue) or if Underlying Securities become the subject of compulsory redemption) (see Section 3.6 of the Terms of Issue). Possible Illiquidity of Trading Market Investors should be aware that there is no firm indication as to how the Warrants will trade in the secondary market, nor is there sufficient evidence as to whether that market will be liquid or illiquid. Performance by Deutsche Bank The value of the Warrants depends upon the ability of Deutsche Bank to fulfil its obligations under the Terms of Issue, particularly, in the case of Call Warrants, to deliver the Underlying Parcels or by paying liquidated damages in cash (see Contractual Rights to Payment if Deutsche Bank Defaults or if Warrant is not Exercised at page 9). If a Warrant is not exercised, then, depending on the value of the Underlying Parcel before the Expiry Date, the assessed value of the Warrant may be payable by Deutsche Bank in cash. 7
Deutsche Bank makes no representation and gives no undertaking that the assessed value payment will correspond to the value of the Underlying Parcel; its amount is determined by the formula summarised under Contractual Rights to Payment if Deutsche Bank Defaults or if Warrant is not Exercised (on page 9) and has no relationship to the value of the Underlying Parcel other than as appears from the formula. Deutsche Bank s obligations in respect of the Warrants are not guaranteed by any other party and are unsecured contractual obligations which will rank equally with Deutsche Bank s other unsecured contractual obligations and with its unsecured debt other than liabilities mandatorily preferred by law. In this regard Section 11F of the Banking Act 1959 provides that if Deutsche Bank becomes unable to meet its obligations, the assets of Deutsche Bank in Australia are to be available to meet its liabilities in Australia in priority to all other liabilities of Deutsche Bank. Investors must make their own assessment of the ability of Deutsche Bank to meet its obligations in respect of the Warrants. Nothing in this Offering Circular is, or may be relied upon as, a representation as to any future event or a promise as the future other than Deutsche Bank's contractual obligations. The capacity of Deutsche Bank to return the premia or to settle all outstanding Warrants is not guaranteed by ASX, the National Guarantee Fund or the Options Clearing House. For information on the application of the National Guarantee Fund to brokers obligations, see National Guarantee Fund - not a Guarantor in all cases at page 11. Delisting or Suspension of Underlying Parcels Except if it constitutes an Extraordinary Event, the delisting, withdrawal of trading status or suspension of Underlying Securities will not affect the validity of a Warrant, or in any way detract from the obligations of Deutsche Bank under a Warrant, unless the Warrants themselves consequently are delisted, have their trading status withdrawn or are suspended. Suspension of Warrant Trading Trading on the ASX stock market of Warrants may be halted or suspended by ASX. This may occur whenever ASX deems such action appropriate in the interests of maintaining a fair and orderly market in Warrants or in Underlying Parcels or otherwise deems such action advisable in the public interest or to protect investors. 8 Matters that may also be considered include circumstances if ASX has been advised that the Corporation is about to make an important announcement affecting their respective Underlying Parcels, or any unusual conditions or circumstances are present or Deutsche Bank becomes unable or unwilling or fails to comply with the ASX Business Rules or if ASX in its absolute discretion thinks fit. Potential Conflicts of Interest Investors should be aware that traders in companies in the Deutsche Bank Group may as principals deal in Warrants or in respect of Underlying Securities.. Deutsche Securities Australia Limited may conduct such transactions as agent for Deutsche Bank Group companies, as well as for other principals or itself. Factors Affecting Warrant Value The trading value of a Warrant is expected to be dependent upon such factors as the Exercise Price, the price of Underlying Securities, the current price of physical gold, the entitlement to physical gold of an Underlying Security each month and other factors set out in the Prospectus and the volatility and liquidity of Underlying Securities. The fact that Warrants may become significantly less valuable during their currency and in certain circumstances automatically lapse or expire worthless, means that the Holder may lose any or all of the subscription or purchase price paid for the Warrants. 2.19 Normal Termination Any Warrant not validly exercised by 6.00pm on the Expiry Date by the Holder (or by a person who subsequently becomes entitled to be the Holder, in the case of Call Warrants, no later than the fifth Business Day after the Expiry Date) will terminate automatically at that time. 2.20 Early Termination Some events cause the Warrants automatically to terminate earlier than the Expiry Date. Extraordinary Events The Warrants will automatically lapse if an "Extraordinary Event" occurs, as nominated by Deutsche Bank, by the last time permitted for Deutsche Bank to comply with its obligations for Underlying Parcels to be delivered following proper exercise of a Warrant.
An event may be nominated by Deutsche Bank with the consent of ASX as an "Extraordinary Event" if it is, or results in, delisting, withdrawal of trading status or suspension of Underlying Parcels or Warrants. Compulsory Redemption If the Corporation initiates compulsory redemption of the Underlying Parcels, each Warrant for that series lapses. 2.21 Assessed Value Payment If, when Warrants terminate, a Warrant has an intrinsic value equal to or greater than 5% of the equivalent part of the Exercise Price (calculated in accordance with the Terms of Issue), Holders who have not exercised the Warrant will be eligible for the assessed value payment referred to in Section 3.22 of the Terms of Issue (being approximately 90% of that intrinsic value). 2.22 Contractual Rights to Payment if Deutsche Bank Defaults or if Warrant is not Exercised If, after an Exercise Notice has validly been given, Deutsche Bank (or its nominee) fails, in the case of Call Warrants, to deliver the relevant number of Underlying Parcels, Deutsche Bank may be obliged to pay to that Holder an amount of liquidated damages as required by the Terms of Issue (calculated in accordance with the formula set out in Section 3.19 of the Terms of Issue), if this is required by the Holder by written notice. If this provision applies, Deutsche Bank is under no further obligation with respect to delivery of the relevant Underlying Parcels. Holders could, alternatively, elect not to give a notice requiring such a payment and pursue any other available remedies against Deutsche Bank. Such amount must be paid to the Holder within 10 Business Days after the date on which Deutsche Bank receives the notice from the Holder exercising this right. Under Section 3.19 of the Terms of Issue, the amount per Underlying Parcel to be paid by Deutsche Bank under these conditions is an amount equal to 110% of, in the case of Call Warrants, the volume weighted average price of the securities comprising the Underlying Parcels. As mentioned above, if a Warrant is not validly exercised or if it has not been exercised at a time when the Warrant lapsed because compulsory redemption procedures have commenced in relation to the Underlying Parcels, and the Warrants have a minimum intrinsic value, then the Holder will be entitled to an assessed value payment; see the Terms of Issue, particularly Section 3.22. This payment must be made within 10 Business Days after the relevant date. In no event will Deutsche Bank have any liability for indirect, incidental or consequential damages other than interest on sums not paid when due. The arrangements which might be entered into by Deutsche Bank with the intention of ensuring that it will meet its obligations on exercise of Warrants might influence the price at which Underlying Parcels trade on the ASX stock market, particularly at or around the Expiry Date and so in turn affect these calculations. 2.23 Tax Considerations Subscribing for or purchasing or dealing in Warrants may have tax implications for individual investors. Potential investors should take their own advice on this matter. 2.24 Exercise of Discretion by Deutsche Bank Investors should note that a number of provisions of the Terms of Issue confer discretions on Deutsche Bank which could affect the value of the Warrants. These include the powers to nominate Extraordinary Events (see page 8 and Section 3.7 of the Terms of Issue), and to make adjustments contemplated under Section 3.10 of the Terms of Issue. Holders do not have the power to direct Deutsche Bank concerning the exercise of any discretion (see Section 3.45 of the Terms of Issue). In relation to some of these discretions, however, Deutsche Bank may only exercise them with the consent of ASX. These are set out in the Terms of Issue. 2.25 Pricing This Offering Circular does not specify the subscription price (or premium ) for each Warrant. This is because the subscription price of Warrants is determined by reference to a number of variable factors, among which are the current price of Underlying Securities, the volatility of that price and the time to expiry of the Warrants. The subscription 9
price of the Warrants will accordingly vary from time to time, including within any day, during the Offer Period. Potential investors can obtain the current subscription price on any day during the Offer Period by telephoning Deutsche Bank - see "Applications" on page 11. 2.26 Offer Period The offer of Warrants under this Offering Circular is open from the date of this Offering Circular and will close at the earlier of: the application for and issue of all the Warrants offered by this Offering Circular; and closure of the offer period in the sole discretion of Deutsche Bank, without any notice being required; and 6 months after the date of this Offering Circular. 2.27 Buy-back Deutsche Bank reserves the right to purchase Warrants that have been issued and to re-sell them after the initial issue. Deutsche Bank may also buy back Warrants and cancel them. 2.28 Market Making Deutsche Securities Australia Limited for itself or on behalf of Deutsche Bank (or a nominee on either of their behalf) intends to apply for a sufficient number of Warrants to facilitate any market making activities they may undertake in relation to the Warrants. If the total number of Warrants applied for by investors and by Deutsche Securities Australia Limited or its nominee for market making purposes is less than the total issue size for a series of Warrants, Deutsche Securities Australia Limited reserves the right to apply for all or any of the remaining Warrants (in its name or in the name of a nominee). Deutsche Bank reserves the right to seek the ASX s permission for an increase in the issue size after the initial admission to trading status of a Series of Warrants. This will be done without seeking the consent of Holders. It may be done during or after closure of the offer period, on the basis that the new Warrants will form part of the same Series, will be issued on identical terms to the existing Warrants, and will trade on the same basis as the existing Warrants. 2.29 Role of Corporation References in this Offering Circular to a Corporation or its ASX Code are included solely for the purposes of identification of the Underlying Securities to which the Warrants relate. Such references are not to be construed as any express or implied endorsement by any of those entities of this issue of Warrants, nor have they accepted any responsibility for any statement in this Offering Circular or undertaken any liability in respect of the Warrants. This Offering Circular has been prepared by Deutsche Bank only from publicly available information. No Corporation has been a party to its preparation or furnished any information specifically to Deutsche Bank for the purpose of its preparation. Deutsche Bank has no affiliation with any Corporation except as mentioned in Section 2.18 and has had no access to information concerning a Corporation other than that which is in the public domain. Deutsche Bank or its related entities may advise the Corporation in relation to activities unrelated to the issue of the Warrants including general corporate advice, financing, funds management, property or other services. Any information received by Deutsche Bank or its related entities in pursuance of these activities is confidential to the Corporation and is not disclosed in this Offering Circular. 2.30 Admission to Trading Status on ASX Permission has been granted for the Warrants to be admitted to Trading Status by ASX. The fact that ASX has admitted the Warrants to Trading Status is not to be taken in any way as an indication of the merits of Deutsche Bank or of the Warrants now offered for subscription. ASX does not warrant the accuracy or truth of the contents of this Offering Circular. In admitting the Warrants to Trading Status and not objecting to the Terms of Issue, ASX has not authorised or caused the issue of this Offering Circular or the making of offers or invitations with respect to the Warrants. ASX takes no responsibility for the contents of this Offering Circular. In particular, ASX has not formed a view as to whether this Offering Circular complies with the reasonable investor standard of disclosure contained in the ASX Business Rules, these matters being the responsibility of Deutsche Bank. ASX makes no representation as to whether this 10
Offering Circular and the Terms of Issue of the Warrants comply with the Corporations Act or the ASX Business Rules. To the extent permitted by the Trade Practices Act, the Corporations Act, the ASIC Law or any other relevant law, ASX will be under no liability for any claim of whatever kind, including for any financial or consequential loss or damage suffered by Holders or any other person, if that claim arises wholly or substantially out of: reliance on any information contained in this Offering Circular; or any error in, or omission from, this Offering Circular. 2.31 CHESS The Warrants will be Clearing House Electronic Subregister System CHESS Approved Securities in accordance with the Business Rules of ASX and the SCH Business Rules. In the CHESS environment, in addition to an electronic CHESS subregister, an electronic Issuer Sponsored Subregister will be maintained. These two subregisters together will provide Deutsche Bank s principal register of Holdings. Under CHESS, on issue of the Warrants, instead of certificates, Warrant Holders will be provided with a holding statement (similar to a bank statement) which sets out the number of Warrants issued (or, subsequently, transferred) to each Holder. The holding statement will also advise the Holder of the Holder Identification Number ( HIN ) in the case of a CHESS holding or the Shareholder Reference Number ( SRN ) in the case of an Issuer Sponsored Holding. A holding statement will routinely be provided to Holders after the end of any month during which there has been a change in the balance of the holding. To hold Warrants on the CHESS subregister, an applicant will need to be either a participant in CHESS or to be sponsored by a participant in CHESS. Warrants allocated to other applicants will be entered on to the Issuer Sponsored Subregister. Owing to the electronic nature of the CHESS environment, ownership of Warrants can be transferred without paper documentation. It is expected that all enterprises listed by ASX will, in due course, be admitted to CHESS. 2.32 National Guarantee Fund - not a Guarantor in all cases Claims against the National Guarantee Fund may only be made in respect of secondary trading in Warrants between brokers on the ASX stock market, and can in no way relate to the primary issue of Warrants by Deutsche Bank or settlement obligations of Deutsche Bank arising from the exercise or expiry of a Warrant. 2.33 Applications Applications for Warrants may only be made by an ASX Participating Organisation, its nominee company or associates of Deutsche Bank lodging an Application Form with Deutsche Bank, unless otherwise agreed with Deutsche Bank. Applications may not be made by, or for the account or benefit of, US persons (as defined in Regulation S under the United States Securities Act of 1933). An application from an ASX Participating Organisation or its nominee company will not be accepted unless a properly completed Application Form in respect of that ASX Participating Organisation or its nominee company is held by Deutsche Bank. An investor intending to subscribe for Warrants must instruct their stock broker (being an ASX Member Organisation) to contact Deutsche Bank by telephone on 1300 656 287 or by facsimile on (02) 9258-1675 (attention: Warrant Desk). The investor s stock broker will be advised of the current price of the Warrants and, if a decision is made to subscribe, the investor s stock broker will then be given a discrete Subscription Number which must be inserted on the Application Form of the stock broker or its nominee company. The Application Form must then be completed and lodged at Level 18, Grosvenor Place, 225 George Street, Sydney 2000 together with a cheque from the investor s stock broker for the subscription price payable in Australian currency unless otherwise agreed with Deutsche Bank. Any applications received after the then current issue size has been subscribed for will not be accepted, and any subscription moneys in respect of those applications received will be refunded. Deutsche Bank at its discretion reserves the right to refuse any application. 11
2.34 Underwriting and Broker to the Issue There is no underwriter to this issue. Deutsche Bank has arranged for the Broker to the Issue, Deutsche Securities Australia Limited, to receive a discount, commission or fee of no greater than 1.5% from Deutsche Bank in respect of each Warrant placed by Deutsche Securities Australia Limited. Deutsche Securities Australia Limited may also charge brokerage on transactions in the secondary market. 2.35 Offering Circular not a Disclosure Document Deutsche Bank qualifies for transitional relief under the Financial Services Reform (Consequential Provisions) Act 2001 (Cth) which has the effect that Deutsche Bank is not required to issue a product disclosure statement for the Warrants. Deutsche relies on Class Order 00/1068 issued by the Australian Securities and Investments Commission, which exempts Deutsche Bank, Deutsche Securities Australia Limited and any person who purchases the Warrants on ASX, from the disclosure document provisions of the Corporations Act which would otherwise apply as a result of the transitional relief in respect of the Warrants under this Offering Circular. The exemption is given on the basis that the Offering Circular is governed by and complies with the ASX Business Rules, subject to such waivers as ASX grants. Accordingly a copy of this Offering Circular has not been and will not be lodged or registered with the Australian Securities and Investments Commission. 2.36 Legislation Regulating Disclosure by Substantial Holders and Takeovers: Associations Arising as a Result of Call Warrant Trading The acquisition of a Call Warrant should not have implications for Holders under Chapters 6 and 6C of the Corporations Act. Potential investors should seek appropriate independent legal and financial advice before committing to a holding of Warrants. 2.37 Distribution of Offering Circular As the Warrants are intended to have Trading Status on the ASX stock market, they may be transferred to secondary holders. This Offering Circular may be passed on to such secondary holders in that capacity or to potential transferees who approach existing holders, Deutsche Securities Australia Limited or Deutsche Bank, although applications for subscription may no longer be accepted. (See Section 2.33). Deutsche Bank will provide a copy of this Offering Circular on request. Investors can obtain a paper copy of this Offering Circular free of charge by contacting Deutsche Bank (ph: 1300 656 287). Not a US Offer Neither the Warrants nor the Underlying Securities have been or will be registered under the US Securities Act of 1933, as amended ( Act ), or under the securities laws of any other jurisdiction outside Australia. The Warrants are not being offered or sold within the United States or to, or for the account or benefit of, US persons at any time. The Warrants may not be exercised by, or for the account or benefit of, any US person unless the Underlying Securities have been registered under the Act or an exemption from such registration is available. Any offer, sale or resale of Warrants or the Underlying Securities in the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Act if made before forty days after the date on which the final price for the Warrants or Underlying Securities is determined or if such Warrants or Underlying Securities were purchased by a dealer in the initial offering of such Warrants or Underlying Securities. Each ASX Participating Organisation distributing information about the Warrants on its Internet website may only include any information provided by Deutsche Bank for this purpose. It is also permitted to hyperlink to this Offering Circular on Deutsche Bank s website and to the offering circular or prospectus on the website of the issuer of the Underlying Securities. No other information concerning the Warrants, Deutsche Bank or the issuer of the Underlying Securities may be posted on any website. As the Warrants and Underlying Securities are not being offered in the United States or to US persons, Deutsche Bank and ASX Participating Organisations applying for Warrants must take reasonable steps to ensure that their Internet website can only be accessed by non-us persons. These steps include, but are not limited to, including the legend below in a prominent position on the first page of the site (or relevant portion of the site) and ensuring that any hyperlinks to the websites of Deutsche Bank or the issuer of the Underlying Securities (as permitted above) do not 12
by-pass the measures they have taken to ensure non-us access. Each Internet website containing information on the Warrants should contain a legend to the following effect: The offering of these securities is directed to residents of Australia. By proceeding you confirm that you are not in the United States and are not a US person as defined in Regulation S under the US Securities Act of 1933 nor are you acting for the account or benefit of such a US person. Each ASX Participating Organisation applying for Warrants in accordance with Section 2.33 above will be required to represent and agree that it is not in the United States and is not a US person or acting for the account or benefit of US persons; it will only post information or offering materials related to the Warrants on its Internet website in accordance with the restrictions set forth in this section 2.37. Terms not otherwise defined in this section 2.37 have the meanings given to them by Regulation S under the Act. 2.38 Variation of Terms of Issue Variations to the Terms of Issue are possible in three circumstances: with the consent of the ASX, if the change is necessary or desirable to comply with any statutory or other legal requirements or any requirement of ASX; if the terms of the change are authorised by a resolution of Holders; and with the consent of the ASX, if it permits the transfer of a Warrant by any other method. See Sections 3.39 and 3.40. 2.39 Brokerage Free Trading Deutsche Bank may enter into arrangements with ASX Participating Organisations for brokerage free trading in the Warrants, whereby Deutsche Bank s related entity, Deutsche Securities Australia Limited will pay the brokerage payable in relation to the trading in the Warrants where the trading is through the relevant Member Organisation. 2.40 Commissions and Fees Deutsche Bank may pay a commission or fee to ASX Participating Organisations for valid applications for Warrants lodged with Deutsche Bank. 2.41 Privacy Deutsche Bank will use your information when you apply for Warrants. Deutsche Bank will use your information to issue and administer the Warrants. From time to time Deutsche Bank or one of its related companies may send you information about other products and services which we think you might be interested in. Please contact Deutsche Bank by writing to: Warrants Administration Deutsche Bank AG GPO Box 7033 Sydney NSW 1170 Attention: Peter Murphy if you do not want Deutsche Bank to use your information in this way. Deutsche Bank will disclose your information to Computershare Investor Services Pty Limited, who operates the register for the Warrants on behalf of Deutsche Bank, and to other companies in the Deutsche Bank Group so that the Warrants can be offered to you. If you want to know more about Computershare and its approach to privacy, you can access Computershare s website at www.computershare.com or call them on 61 2 8234 5222. Deutsche Bank may also disclose your information to service providers including mailing houses, contractors, advisers, and regulators from time to time, in connection with the provision of Warrants to you. You have a right to access any personal information that members of the Deutsche Bank Group hold about you. Sometimes there may be a reason why access will not be possible. If that is the case, you will be told why. If you do not provide any of the information requested of you in the Application From then Deutsche Bank will not be able to process your Application for Warrants or administer your Warrants appropriately. 13
3. TERMS OF ISSUE OF WARRANTS Deutsche Bank Call Warrants 9 September 2003 Issue 3.1 Series These Terms apply separately to each Series of Warrants where initial terms are specified in the Key Information in Section 1. The initial Expiry Date may be changed to an earlier Expiry Date as provided by Section 3.7. (c) Deutsche Bank reserves the right to issue further Warrants in each series without the consent of Holders, subject to making a further application to ASX on the basis that new Warrants will form part of the same Series, will be issued on terms identical to those applying to existing Warrants of that Series, and will trade on the same basis under the same ASX code as existing Warrants of that Series. 3.2 Grant of Warrant In return for the Original Holder paying the Premium to Deutsche Bank (receipt of which is acknowledged by Deutsche Bank), Deutsche Bank grants the Warrant to the Original Holder on these Terms. 3.3 Nature of Warrant (c) (d) Each Warrant confers on the Holder the right, but not the obligation, to give Deutsche Bank an Exercise Notice. After an Exercise Notice is given, it is irrevocable. An Exercise Notice for a Call Warrant may only be given during the Exercise Notice Period. On exercise of the right conferred by Section 3.3 in accordance with these Terms in respect of an Underlying Parcel in the case of Call Warrants, Deutsche Bank must procure the delivery to the Holder of the Underlying Parcel, for registration on an Australian register if one exists subject to adjustment in accordance with these Terms. The price to be paid in respect of each Underlying Parcel is the Exercise Price. Warrants do not confer any right to or interest in any Underlying Security unless and until an Exercise Notice becomes effective under these Terms. 3.4 Accretions do not accrue to Warrant Warrants do not confer any right or interest to Accretions to Underlying Securities. Accretions to Underlying Securities may, however, lead to adjustments as provided in Section 3.10. 3.5 Expiry of Warrant When a Warrant expires, it is automatically and permanently cancelled. The only other rights and obligations as among Deutsche Bank, a Holder or a person entitled to be registered as the Holder are those which arise under these Terms. 3.6 Time of Expiry of Warrant The term of Warrants automatically expire on the earliest of the following: (Extraordinary Event): if there is an Extraordinary Event, with that termination taking effect on and from the Business Day as nominated under Section 3.7; }
(c) (compulsory redemption): if compulsory redemption of the Underlying Securities is initiated by the Corporation; and (Expiry): 6.00pm on the Expiry Date whether or not a valid Exercise Notice has been given or, if it has been given on that date, whether or not the Holder or Deutsche Bank subsequently complies with its obligations under these Terms. 3.7 Nomination of Extraordinary Event Nomination Deutsche Bank may with the consent of ASX nominate as an Extraordinary Event any delisting, withdrawal of admission to trading status or suspension of the Underlying Securities or the Warrant (except in the case of a Warrant, if that delisting or suspension is caused by Deutsche Bank). Deutsche Bank may exercise its right to nominate an Extraordinary Event at any time up to and including in the case of Call Warrants, the last time permitted for Deutsche Bank to satisfy its obligations as described in Section 3.17. Early Expiry and Exercise If Deutsche Bank has nominated an event under this Section 3.7 and the Warrant has not otherwise lapsed then Deutsche Bank may nominate an earlier date as the Expiry Date, such date being not more than 30 Business Days and not less than 20 Business Days after notice of the nomination is given (and so being the date of termination referred to in Section 3.6). (c) Withdrawal of Nomination If Deutsche Bank has nominated an event under this Section 3.7 and the Warrant has not yet otherwise terminated under Section 3.6, Deutsche Bank may in its discretion and with the consent of ASX, withdraw that nomination at any time. 3.8 Notice of Extraordinary Event, Expiry or Termination Notice Required Deutsche Bank must give notice to each Holder: (i) (ii) (iii) (iv) of the nomination of an Extraordinary Event and the termination of the Warrants under Section 3.7 within 10 Business Days after the date on which such termination occurs; of any nomination of a new Expiry Date made under Section 3.7, as soon as possible; of any withdrawal of a nomination made under Section 3.7(c); of the Expiry Date (if not changed under Section 3.7), within the period not more than 30 Business Days before the Expiry Date and not less than 20 Business Days before the Expiry Date, containing the matters required by the Business Rules. Method of Giving these Notices z
In addition to the methods of giving notices described in Section 3.34, Deutsche Bank may give a notice required under this Section by: (i) (ii) placing a notice in a major financial daily newspaper (if any) and a major daily newspaper in each State and Territory of Australia; and giving a copy of the text of that notice to ASX and, if the warrants are CHESS Approved Securities, to SCH. (c) Effect of Notice The timing of the notice, or any failure to give a notice, does not affect the timing or fact of any nomination of an event. 3.9 Cancellation and Buy-backs Buy backs Deutsche Bank may buy back a Warrant, and itself or a nominee become the Holder of the Warrant. This will not cancel, terminate or otherwise affect the Warrant. The Warrant may be re-sold by Deutsche Bank at any time. Cancellation Deutsche Bank may, but need not, cancel a Warrant if it (or a nominee) is the Holder of the Warrant. The cancellation takes effect on being recorded in the Register. 3.10 Variation Of Exercise Price, Underlying Parcel And Description Of Underlying Securities If there has been a corporate action by the Corporation in respect of the Underlying Securities, including a bonus or rights issue, a cash return of capital involving a share buy-back, a capital reconstruction, or a similar event otherwise affecting the Underlying Securities, Deutsche Bank may with the consent of ASX make such adjustment to the Warrants (including without limitation to one or more of the Underlying Parcel, the Exercise Price or the Required Number of Warrants) so as to preserve as far as practicable the economic positions of the Holders in the Warrants. No adjustment may be made that will prejudice the interests of Holders. 3.11 Notifications If there is a variation in the Exercise Price or the Underlying Parcel by virtue of these terms, Deutsche Bank must give Holders notice of that as soon as practicable. If Deutsche Bank exercises any of the discretions conferred on it by these Terms, it must, if so required by the Business Rules, also give notice of the exercise of discretion to all Holders. 3.12 Exercise Notice Subject to these Terms, Warrants are validly exercised if and only if: (c) Deutsche Bank is given an Exercise Notice in the case of a Call Warrant, during the Exercise Notice Period and on so being given, is irrevocable; the Exercise Notice is given by the Holder or a person entitled to give the notice under Sections 3.14 or 3.15; the Exercise Notice is properly completed and is delivered, with all payment (for Call Warrants) documents or instructions required under these Terms, to Deutsche Bank; Ê
(d) (e) the Warrants do not terminate under Section 3.6 before the end of the period by which Deutsche Bank is obliged to comply with Section 3.16; the Exercise Notice is in respect of either: (i) (ii) such whole number of Warrants which, before any rounding of calculations, confers rights in respect of at least a minimum Marketable Parcel of the Underlying Securities; or is in respect of all of a Holding; and (f) in the case of a Call Warrant: (i) (ii) the proceeds of payment of the Exercise Price plus any applicable Transfer Costs are cleared and available before the end of the Business Day which is 5 Business Days after the Expiry Date; and the Exercise Notice gives all necessary details to permit delivery of the Underlying Securities on to an Australian register if one exists. If these conditions are not satisfied, the Exercise Notice is not effective and Deutsche Bank must give a notice to that effect accompanied by the purported Exercise Notice and all documents which accompanied it to the person who gave that Exercise Notice. 3.13 Documents to Accompany Exercise Notice In addition to any documents or instructions required as specified in the Exercise Notice, the Holder must also give together with an Exercise Notice: any other document required to transfer any of the property comprising the Underlying Parcel; and evidence of the entitlement of the person tendering the Exercise Notice to be registered as Holder of the Warrant in a form satisfactory to Deutsche Bank. 3.14 Exercise by Unregistered Person If a person tendering an Exercise Notice is not at that time the Holder but claims to be entitled to be registered as the Holder of Warrants, that person may exercise those Warrants in accordance with these Terms by giving to Deutsche Bank an Exercise Notice specifying that the person claims to be so entitled. In those circumstances, if the person giving the Exercise Notice becomes the Holder of the Warrants by the end of the 5 th Business Day after the Expiry Date in the case of Call Warrants, the Exercise Notice is to be treated as having been properly given and becomes irrevocably effective immediately on that person becoming so registered. The delay permitted by this Section does not affect the person s obligation to settle the transfer of the Underlying Parcel in accordance with Sections 3.16 and 3.17. 3.15 Multiple Exercise Notices If more than one Exercise Notice which is otherwise effective is given under either or both Section 3.12 and Section 3.14 in respect of Warrants, the only Exercise Notice in respect of those Warrants which is to be treated as being effective is that given by the person who, to the knowledge, or in the reasonable opinion, of Deutsche Bank, was the last of those persons who, before 6.00pm on the Expiry Date became entitled to be the Holder of those Warrants (which may, if that is the case, include a person who becomes registered as the Holder under Section 3.14) and every other Exercise Notice given in respect of those Warrants is of no force or effect notwithstanding Sections 3.12 and 3.14. É