DEUTSCHE BANK - Australian Securities Exchange · Deutsche Bank Call Warrants – 9 September 2003 Issue 3 Issue Size Deutsche Bank may, without the consent of or prior notice to

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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 BANKAKTIENGESELLSCHAFTABN 13 064 165 162

Broker to the Issue:

DEUTSCHE SECURITIESAUSTRALIA LIMITEDABN 65 003 204 368

Neither the Warrants nor the shares underlying the Warrants have been or will be registered underthe US Securities Act of 1933, as amended. Accordingly, the Warrants are not being offered or soldwithin the United States or to, or for the account or benefit of US persons (as defined in Regulation Sunder the Securities Act of 1933) at any time.

Deutsche Bank Call Warrants – 9 September 2003 Issue

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1. KEY INFORMATION

Offering Circular The date of this Offering Circular is 9 September 2003

This Offering Circular has been issued by Deutsche BankAktiengesellschaft as Warrant Issuer and Deutsche Securities AustraliaLimited as Broker to the Issue.

This is an Offering Circular for the purposes of Australian Stock ExchangeLimited Business Rules. This is not a disclosure document registered orlodged under Chapter 6D of the Corporations Act, nor is it a productdisclosure statement under Part 7.9 of the Corporations Act.

Exercise of Call Warrants A Call Warrant may be exercised by delivering an Exercise Notice duringthe Exercise Notice Period which is the 5 Business Days ending at 6.00pmon the Expiry Date (subject to the early termination). On proper exercise ofthe Required Number of Warrants, Deutsche Bank will be obliged to deliver,on receipt of the Exercise Price (plus applicable Transfer Costs) theUnderlying Parcel for that series of Warrants, initially the UnderlyingSecurity, but subject to adjustment.

Issue The series of Warrants to be issued have these initial terms (subject to lateradjustment):

Series:(ASX Codeand type ofwarrants)

IssueSize:

(million)

ExpiryDate:

ExercisePrice (per

UnderlyingParcel):

RequiredNumber ofWarrants:

Underlying Security

GOLWDAGOLWDB(European

Call)

100100

26/11/0325/2/04

A$60.00A$60.00

1010

1 Gold Bullion Security*issued by Gold BullionLimited (GOLD)

* The holder of a Gold Bullion Security holds a redeemable preferenceshare of nominal value issued by the Corporation and a beneficial interest inapproximately 1/10th of one fine troy ounce of physical gold.

Applications Applications will only be accepted on the Application Form attached to thisOffering Circular and may only be made by Participating Organisations ofASX, their nominee companies or associates of Deutsche Bank unlessotherwise agreed with Deutsche Bank. Applications will not be acceptedfrom, or for the account or benefit of, US persons (as defined in RegulationS under the US Securities Act of 1933). Application Forms must be lodgedwith Deutsche Bank.

No Warrants will be allotted or issued on the basis of this Offering Circularlater than the earliest of (i) allocation of all Warrants offered by this OfferingCircular; and (ii) closure of the offer by Deutsche Bank in its sole discretion;and (iii) 6 months after the date of this Offering Circular.

Deutsche Bank Call Warrants – 9 September 2003 �Issue

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Issue Size Deutsche Bank may, without the consent of or prior notice to Holders, seekASX permission to increase the number of Warrants on issue in the Seriesbefore Expiry of the Warrant (see Sections 2.2, 3.1(c) and 3.39(b)).Deutsche Bank would seek ASX permission to increase the issue size ofthe Warrants without the issue of any supplementary offering circular.

ASX Trading As the Warrants are to be traded on the stock market of Australian StockExchange Limited, on-market transfers must be through the parties’brokers.


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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


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2. OFFER DESCRIPTION

This is only a summary of the main features of the Warrants. Potential investors should read the wholeOffering 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 isany conflict between this description and the Terms of Issue, the Terms of Issue prevail.

2.1 Issue

The series of warrants, each over the UnderlyingSecurities of the Corporations as referred to in theKey Information in Section 1, subject to anyadjustment in accordance with the Terms of Issue.

This description applies separately to each seriesof Warrants unless specifically identified.

2.2 Issue Size

For each series of Warrants, see the table in theKey Information in Section 1.

Deutsche Bank may, without the consent of or priornotice to Holders, seek ASX permission toincrease the number of Warrants on issue in theSeries before Expiry of the Warrant.

2.3 Warrant Issuer

Deutsche Bank Aktiengesellschaft. See Section 4for more information.

2.4 Nature of Warrants

The Call Warrants offered under this OfferingCircular are “European” style call options as theymay be exercised only with effect as at the ExpiryDate.

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 andSCH Business Rules on tradeable units).

2.8 Rights and Dividends

The Warrants do not confer on the Holder or theGrantor (as the case may be) any presententitlement to any dividends or rights (includingvoting rights) in respect of Underlying Securities,except to the extent any adjustments are requiredon exercise of the Warrants.

2.9 Underlying Parcel

The initial number and kind of UnderlyingSecurities (as later adjusted), which must betransferred for the Exercise Price following properexercise of the Required Number of Warrants, isset out in the Key Information in Section 1.

2.10 Adjustment

If the Underlying Securities are the subject of acorporate action, Deutsche Bank may with theconsent of ASX adjust the Warrants to preserve asfar as practicable the economic position of Holders.That may include, without limitation, adjusting oneor more of the Underlying Parcel, Exercise Priceand Required Number of Warrants. Possiblecorporate actions include a bonus or rights issue, areturn or reconstruction of capital, a buy-back orother similar event. No adjustment may be madethat will prejudice the interests of Holders.

2.11 Exercise Price and Expiry Date

These are set out in the Key Information in Section1. They are subject to adjustment as set out in theTerms of Issue.

2.12 Exercise Procedure

General

Exercise notices once given are irrevocable.

Warrants must also be exercised in respect ofmarketable parcels of Underlying Securities or inrespect of all of a Holding.


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Investors should note that an Exercise Notice isonly effective under the Terms of Issue if, amongother things, it is given by the Holder, or a personwho is entitled to be registered as the Holder as atthe end of the Expiry Date.

Investors should be aware that under the Terms ofIssue there is a risk that an Exercise Notice will beineffective if another Exercise Notice is given inrespect of the same Warrant by a person whobecame entitled to be registered as Holder of thatWarrant later than the person who gave the firstExercise Notice.

Investors who acquire Warrants and wish toexercise them should ensure that they or theirbroker make appropriate arrangements to ensurethat the investor becomes the Holder of theWarrant within the required time and that a validExercise Notice is delivered to Deutsche Bankwithin the required time.

Call Warrants

Holders wishing to exercise Call Warrants mustlodge a completed Exercise Notice with DeutscheBank at any time during business hours in the fiveBusiness Days ending at 6.00pm on the ExpiryDate, together with payment of the aggregateExercise Price plus the applicable Transfer Cost.The Exercise Notice should include the Holder’sIdentification Number (“HIN”) if the Warrants areheld on the CHESS Subregister and theShareholder Reference Number (“SRN”) if theWarrants are held on the Issuer SponsoredSubregister.

Warrant Holders should be aware that exerciseonly becomes effective on clearance of funds forthe Exercise Price and applicable Transfer Cost(which must occur not later than the fifth BusinessDay after the Expiry Date), for an Exercise Noticeto be effective. Holders proposing to exerciseWarrants can find out the amount of the TransferCost on any Business Day by contacting DeutscheSecurities Australia.

If the amount of the cheque supplied or the fundsreceived on clearance is less than the aggregateExercise Price and applicable Transfer Cost onthat required for the number of Warrants specifiedin an Exercise Notice, the Exercise Notice istreated as exercising the maximum number ofWarrants for which there are sufficient funds, andwhich also satisfy the marketable parcel criteria. Ifthere are any further Warrants remainingunexercised, Deutsche Bank will return the

balance (if any) of the funds supplied. If relevant,the Holder might be entitled to an amount for theassessed value of the Warrants which could not beexercised in respect of a marketable parcel ofUnderlying Parcels (such Warrants will becancelled).

2.13 Settlement following Exercise

Call Warrants

No physical instrument of transfer is required toeffect an electronic transfer of Underlying Parcelsunder the CHESS system. Each exercising Holderwill be required to supply its Holder IdentificationNumber and Participant Identifier (“PID”) to enablea transfer of the Underlying Parcels to anuncertificated CHESS holding to be effected,otherwise the Shares may be transferred into acertificated or an Issuer-sponsored uncertificatedholding.

It is essential that investors exercising Call Warrantsdo everything necessary on their part to allowDeutsche Bank to deliver to them the relevantnumber of Underlying Parcels. There may be little orno opportunity for Deutsche Bank to contactinvestors about any errors in their exercise of CallWarrants. It is the investor's sole responsibility toensure that it fully complies with the exercise andsettlement procedure obligations.

The number or the class of securities the subject ofa Warrant may vary where there has been anadjustment as a result of a corporate action inrespect of Underlying Securities. The Exercise Pricemay also be varied where there has been anadjustment as a result of a corporate action inrespect of Underlying Securities.

2.14 Stamp Duty

An on-market dealing in Warrants effected througha broker in any Australian State or territory will notbe liable to stamp duty.

No duty will be payable on any on-market or off-market transfer on the exercise of a Warrant.

2.15 No Certificates

The Warrants will be held in uncertificated formand no certificates will be issued. Details of legalownership of Warrants will be entered in theregister of Warrants maintained for DeutscheBank.


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2.16 Registrar

Deutsche Bank will arrange (at its cost) for aregister of Holders to be established and maintainedat the offices of Computershare Investor ServicesPty Limited, Level 3, 60 Carrington Street, Sydney,New South Wales. The register will be open duringbusiness hours for inspection by any Holder or anymember of the Corporation or their authorisedrepresentative.

An application for the Warrants to become CHESSApproved Securities is to be made. If approval isgranted, a CHESS subregister of Holdings and anIssuer Sponsored Subregister of Holdings will beestablished.

2.17 Trading of Warrants

Transfers of Warrants will be effected only throughSEATS through the parties’ brokers in accordancewith the Corporations Act, the ASX BusinessRules, the SCH Business Rules and the Terms ofIssue.

2.18 Risk Factors relating to the Warrants

The Warrants are speculative and involve a degreeof risk.

General Investment Risks

Investors who consider acquiring warrants whetherfrom Deutsche Bank or on the secondary marketshould have experience in options transactions andshould reach an investment decision only aftercarefully considering, with their adviser, thesuitability of the warrants in the investor's particularcircumstances.

The Warrants are considered by Deutsche Bank tobe suitable only for investors who understand therisks involved and are prepared to sustain acomplete loss of the subscription price (called the“Premium” in the Terms of Issue). Deutsche Bankrecommends that potential investors obtainindependent financial advice before subscribing forWarrants.

It is impossible in a document of this type to takeinto account the investment objectives, financialsituation and particular needs of each reader.Accordingly, nothing in this Offering Circular shouldbe construed as a recommendation by DeutscheBank, Deutsche Securities Australia Limited or anyassociate of either of them or any other personconcerning investment in the Warrants, Underlying

Securities or any other security. Readers should notrely on this Offering Circular other than in respect ofmatters set out in it, and should not rely on it as thesole basis for any investment decision in relation toWarrants, Underlying Securities, or any othersecurity.

The leverage provided by investing in Warrants,particularly as they relate to partly paid forsecurities, means that the risks of investment maybe greater than in the case of an investment of thesame amount in the Underlying Securities. Potential investors should therefore ensure thatthey understand these risks fully before investing inWarrants. This outline by its nature cannot identifyall of the relevant considerations which may be arisk for individual potential investors.

General Market Risks

An investment in Warrants involves the risk thatthe Warrants may expire with significantly lessvalue, or of no value at all if, in the case of CallWarrants, the price of Underlying Securities fallsbelow the aggregate Exercise Price.

Lapse of Warrants before the Expiry Date

The Warrants automatically lapse on theoccurrence of an Extraordinary Event (see Section3.7 of the Terms of Issue) or if UnderlyingSecurities become the subject of compulsoryredemption) (see Section 3.6 of the Terms ofIssue).

Possible Illiquidity of Trading Market

Investors should be aware that there is no firmindication as to how the Warrants will trade in thesecondary market, nor is there sufficient evidenceas to whether that market will be liquid or illiquid.

Performance by Deutsche Bank

The value of the Warrants depends upon the abilityof Deutsche Bank to fulfil its obligations under theTerms of Issue, particularly, in the case of CallWarrants, to deliver the Underlying Parcels or bypaying liquidated damages in cash (see“Contractual Rights to Payment if Deutsche BankDefaults or if Warrant is not Exercised” at page 9).If a Warrant is not exercised, then, depending onthe value of the Underlying Parcel before theExpiry Date, the assessed value of the Warrantmay be payable by Deutsche Bank in cash.


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Deutsche Bank makes no representation and givesno undertaking that the assessed value paymentwill correspond to the value of the UnderlyingParcel; its amount is determined by the formulasummarised under “Contractual Rights to Paymentif Deutsche Bank Defaults or if Warrant is notExercised” (on page 9) and has no relationship tothe value of the Underlying Parcel other than asappears from the formula.

Deutsche Bank’s obligations in respect of theWarrants are not guaranteed by any other partyand are unsecured contractual obligations whichwill rank equally with Deutsche Bank’s otherunsecured contractual obligations and with itsunsecured debt other than liabilities mandatorilypreferred by law. In this regard Section 11F of theBanking Act 1959 provides that if Deutsche Bankbecomes unable to meet its obligations, the assetsof Deutsche Bank in Australia are to be availableto meet its liabilities in Australia in priority to allother liabilities of Deutsche Bank.

Investors must make their own assessment of theability of Deutsche Bank to meet its obligations inrespect of the Warrants. Nothing in this OfferingCircular is, or may be relied upon as, arepresentation as to any future event or a promiseas the future other than Deutsche Bank'scontractual obligations.

The capacity of Deutsche Bank to return thepremia or to settle all outstanding Warrants is notguaranteed by ASX, the National Guarantee Fundor the Options Clearing House. For information onthe application of the National Guarantee Fund tobrokers’ 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, thedelisting, withdrawal of trading status or suspensionof Underlying Securities will not affect the validity ofa Warrant, or in any way detract from the obligationsof Deutsche Bank under a Warrant, unless theWarrants themselves consequently are delisted,have their trading status withdrawn or aresuspended.

Suspension of Warrant Trading

Trading on the ASX stock market of Warrants maybe halted or suspended by ASX. This may occurwhenever ASX deems such action appropriate inthe interests of maintaining a fair and orderly marketin Warrants or in Underlying Parcels or otherwisedeems such action advisable in the public interest orto protect investors.

Matters that may also be considered includecircumstances if ASX has been advised that theCorporation is about to make an importantannouncement affecting their respective UnderlyingParcels, or any unusual conditions or circumstancesare present or Deutsche Bank becomes unable orunwilling or fails to comply with the ASX BusinessRules or if ASX in its absolute discretion thinks fit.

Potential Conflicts of Interest

Investors should be aware that traders in companiesin the Deutsche Bank Group may as principals dealin Warrants or in respect of Underlying Securities. .Deutsche Securities Australia Limited may conductsuch transactions as agent for Deutsche BankGroup companies, as well as for other principals oritself.

Factors Affecting Warrant Value

The trading value of a Warrant is expected to bedependent upon such factors as the Exercise Price,the price of Underlying Securities, the current priceof physical gold, the entitlement to physical gold ofan Underlying Security each month and otherfactors set out in the Prospectus and the volatilityand liquidity of Underlying Securities. The fact thatWarrants may become significantly less valuableduring their currency and in certain circumstancesautomatically lapse or expire worthless, means thatthe Holder may lose any or all of the subscription orpurchase price paid for the Warrants.

2.19 Normal Termination

Any Warrant not validly exercised by 6.00pm on theExpiry Date by the Holder (or by a person whosubsequently becomes entitled to be the Holder, inthe case of Call Warrants, no later than the fifthBusiness Day after the Expiry Date) will terminateautomatically at that time.

2.20 Early Termination

Some events cause the Warrants automatically toterminate earlier than the Expiry Date.

Extraordinary Events

The Warrants will automatically lapse if an"Extraordinary Event" occurs, as nominated byDeutsche Bank, by the last time permitted forDeutsche Bank to comply with its obligations forUnderlying Parcels to be delivered following properexercise of a Warrant.


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An event may be nominated by Deutsche Bank withthe consent of ASX as an "Extraordinary Event" if itis, or results in, delisting, withdrawal of tradingstatus or suspension of Underlying Parcels orWarrants.

Compulsory Redemption

If the Corporation initiates compulsory redemption ofthe Underlying Parcels, each Warrant for that serieslapses.

2.21 Assessed Value Payment

If, when Warrants terminate, a Warrant has anintrinsic value equal to or greater than 5% of theequivalent part of the Exercise Price (calculated inaccordance with the Terms of Issue), Holders whohave not exercised the Warrant will be eligible forthe assessed value payment referred to in Section3.22 of the Terms of Issue (being approximately90% of that intrinsic value).

2.22 Contractual Rights to Payment ifDeutsche Bank Defaults or if Warrantis not Exercised

If, after an Exercise Notice has validly been given,Deutsche Bank (or its nominee) fails, in the case ofCall Warrants, to deliver the relevant number ofUnderlying Parcels, Deutsche Bank may be obligedto pay to that Holder an amount of liquidateddamages as required by the Terms of Issue(calculated in accordance with the formula set out inSection 3.19 of the Terms of Issue), if this isrequired by the Holder by written notice.

If this provision applies, Deutsche Bank is under nofurther obligation with respect to delivery of therelevant Underlying Parcels. Holders could,alternatively, elect not to give a notice requiring sucha payment and pursue any other available remediesagainst Deutsche Bank.

Such amount must be paid to the Holder within 10Business Days after the date on which DeutscheBank receives the notice from the Holder exercisingthis right. Under Section 3.19 of the Terms of Issue,the amount per Underlying Parcel to be paid byDeutsche Bank under these conditions is an amountequal to 110% of, in the case of Call Warrants, thevolume weighted average price of the securitiescomprising the Underlying Parcels.

As mentioned above, if a Warrant is not validlyexercised or if it has not been exercised at a timewhen the Warrant lapsed because compulsoryredemption procedures have commenced in relationto the Underlying Parcels, and the Warrants have aminimum intrinsic value, then the Holder will beentitled to an assessed value payment; see theTerms of Issue, particularly Section 3.22. Thispayment must be made within 10 Business Daysafter the relevant date.

In no event will Deutsche Bank have any liability forindirect, incidental or consequential damages otherthan interest on sums not paid when due.

The arrangements which might be entered into byDeutsche Bank with the intention of ensuring that itwill meet its obligations on exercise of Warrantsmight influence the price at which UnderlyingParcels trade on the ASX stock market, particularlyat or around the Expiry Date and so in turn affectthese calculations.

2.23 Tax Considerations

Subscribing for or purchasing or dealing inWarrants may have tax implications for individualinvestors. Potential investors should take their ownadvice on this matter.

2.24 Exercise of Discretion by DeutscheBank

Investors should note that a number of provisions ofthe Terms of Issue confer discretions on DeutscheBank which could affect the value of the Warrants.These include the powers to nominate ExtraordinaryEvents (see page 8 and Section 3.7 of the Terms ofIssue), and to make adjustments contemplatedunder Section 3.10 of the Terms of Issue.

Holders do not have the power to direct DeutscheBank concerning the exercise of any discretion (seeSection 3.45 of the Terms of Issue). In relation tosome of these discretions, however, Deutsche Bankmay 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 thesubscription price (or “premium”) for each Warrant.This is because the subscription price of Warrants isdetermined by reference to a number of variablefactors, among which are the current price ofUnderlying Securities, the volatility of that price andthe time to expiry of the Warrants. The subscription


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price of the Warrants will accordingly vary from timeto time, including within any day, during the OfferPeriod.

Potential investors can obtain the currentsubscription price on any day during the OfferPeriod by telephoning Deutsche Bank - see"Applications" on page 11.

2.26 Offer Period

The offer of Warrants under this Offering Circular isopen from the date of this Offering Circular and willclose at the earlier of:

• the application for and issue of all theWarrants offered by this OfferingCircular; and

• closure of the offer period in the sole

discretion of Deutsche Bank, withoutany notice being required; and

• 6 months after the date of this Offering

Circular.

2.27 Buy-back

Deutsche Bank reserves the right to purchaseWarrants that have been issued and to re-sell themafter the initial issue. Deutsche Bank may also buyback Warrants and cancel them.

2.28 Market Making

Deutsche Securities Australia Limited for itself oron behalf of Deutsche Bank (or a nominee oneither of their behalf) intends to apply for asufficient number of Warrants to facilitate anymarket making activities they may undertake inrelation to the Warrants. If the total number ofWarrants applied for by investors and by DeutscheSecurities Australia Limited or its nominee formarket making purposes is less than the total issuesize for a series of Warrants, Deutsche SecuritiesAustralia Limited reserves the right to apply for allor any of the remaining Warrants (in its name or inthe name of a nominee).

Deutsche Bank reserves the right to seek theASX’s permission for an increase in the issue sizeafter the initial admission to trading status of aSeries of Warrants. This will be done withoutseeking the consent of Holders. It may be doneduring or after closure of the offer period, on thebasis that the new Warrants will form part of thesame Series, will be issued on identical terms tothe existing Warrants, and will trade on the samebasis as the existing Warrants.

2.29 Role of Corporation

References in this Offering Circular to aCorporation or its ASX Code are included solely forthe purposes of identification of the UnderlyingSecurities to which the Warrants relate. Suchreferences are not to be construed as any expressor implied endorsement by any of those entities ofthis issue of Warrants, nor have they accepted anyresponsibility for any statement in this OfferingCircular or undertaken any liability in respect of theWarrants.

This Offering Circular has been prepared byDeutsche Bank only from publicly availableinformation. No Corporation has been a party to itspreparation or furnished any informationspecifically to Deutsche Bank for the purpose of itspreparation. Deutsche Bank has no affiliation withany Corporation except as mentioned in Section2.18 and has had no access to informationconcerning a Corporation other than that which isin the public domain.

Deutsche Bank or its related entities may advisethe Corporation in relation to activities unrelated tothe issue of the Warrants including generalcorporate advice, financing, funds management,property or other services. Any informationreceived by Deutsche Bank or its related entities inpursuance of these activities is confidential to theCorporation and is not disclosed in this OfferingCircular.

2.30 Admission to Trading Status on ASX

Permission has been granted for the Warrants tobe admitted to Trading Status by ASX. The factthat ASX has admitted the Warrants to TradingStatus is not to be taken in any way as anindication of the merits of Deutsche Bank or of theWarrants now offered for subscription. ASX doesnot warrant the accuracy or truth of the contents ofthis Offering Circular.

In admitting the Warrants to Trading Status and notobjecting to the Terms of Issue, ASX has notauthorised or caused the issue of this OfferingCircular or the making of offers or invitations withrespect to the Warrants. ASX takes noresponsibility for the contents of this OfferingCircular. In particular, ASX has not formed a viewas to whether this Offering Circular complies withthe “reasonable investor” standard of disclosurecontained in the ASX Business Rules, thesematters being the responsibility of Deutsche Bank.ASX makes no representation as to whether this


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Offering Circular and the Terms of Issue of theWarrants comply with the Corporations Act or theASX Business Rules.

To the extent permitted by the Trade Practices Act,the Corporations Act, the ASIC Law or any otherrelevant law, ASX will be under no liability for anyclaim of whatever kind, including for any financialor consequential loss or damage suffered byHolders or any other person, if that claim ariseswholly or substantially out of:

• reliance on any information contained inthis Offering Circular; or

• any error in, or omission from, this

Offering Circular.

2.31 CHESS

The Warrants will be Clearing House ElectronicSubregister System CHESS Approved Securitiesin accordance with the Business Rules of ASX andthe SCH Business Rules. In the CHESSenvironment, in addition to an electronic CHESSsubregister, an electronic Issuer SponsoredSubregister will be maintained. These twosubregisters together will provide Deutsche Bank’sprincipal register of Holdings.

Under CHESS, on issue of the Warrants, insteadof certificates, Warrant Holders will be providedwith a holding statement (similar to a bankstatement) which sets out the number of Warrantsissued (or, subsequently, transferred) to eachHolder. The holding statement will also advise theHolder of the Holder Identification Number (“HIN”)in the case of a CHESS holding or the ShareholderReference Number (“SRN”) in the case of anIssuer Sponsored Holding. A holding statement willroutinely be provided to Holders after the end ofany month during which there has been a changein the balance of the holding. To hold Warrants onthe CHESS subregister, an applicant will need tobe either a participant in CHESS or to besponsored by a participant in CHESS. Warrantsallocated to other applicants will be entered on tothe Issuer Sponsored Subregister.

Owing to the electronic nature of the CHESSenvironment, ownership of Warrants can betransferred without paper documentation. It isexpected that all enterprises listed by ASX will, indue course, be admitted to CHESS.

2.32 National Guarantee Fund - not aGuarantor in all cases

Claims against the National Guarantee Fund mayonly be made in respect of secondary trading inWarrants between brokers on the ASX stockmarket, and can in no way relate to the primaryissue of Warrants by Deutsche Bank or settlementobligations of Deutsche Bank arising from theexercise or expiry of a Warrant.

2.33 Applications

Applications for Warrants may only be made by anASX Participating Organisation, its nomineecompany or associates of Deutsche Bank lodgingan Application Form with Deutsche Bank, unlessotherwise agreed with Deutsche Bank. Applicationsmay not be made by, or for the account or benefitof, US persons (as defined in Regulation S underthe United States Securities Act of 1933).

An application from an ASX ParticipatingOrganisation or its nominee company will not beaccepted unless a properly completed ApplicationForm in respect of that ASX ParticipatingOrganisation or its nominee company is held byDeutsche Bank.

An investor intending to subscribe for Warrantsmust instruct their stock broker (being an ASXMember Organisation) to contact Deutsche Bank bytelephone on 1300 656 287 or by facsimile on (02)9258-1675 (attention: Warrant Desk). Theinvestor’s stock broker will be advised of the currentprice of the Warrants and, if a decision is made tosubscribe, the investor’s stock broker will then begiven a discrete Subscription Number which mustbe inserted on the Application Form of the stockbroker or its nominee company. The ApplicationForm must then be completed and lodged atLevel 18, Grosvenor Place, 225 George Street,Sydney 2000 together with a cheque from theinvestor’s stock broker for the subscription pricepayable in Australian currency unless otherwiseagreed with Deutsche Bank.

Any applications received after the then currentissue size has been subscribed for will not beaccepted, and any subscription moneys in respectof those applications received will be refunded.Deutsche Bank at its discretion reserves the right torefuse any application.


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2.34 Underwriting and Broker to the Issue

There is no underwriter to this issue.

Deutsche Bank has arranged for the Broker to theIssue, Deutsche Securities Australia Limited, toreceive a discount, commission or fee of no greaterthan 1.5% from Deutsche Bank in respect of eachWarrant placed by Deutsche Securities AustraliaLimited. Deutsche Securities Australia Limited mayalso charge brokerage on transactions in thesecondary market.

2.35 Offering Circular not a DisclosureDocument

Deutsche Bank qualifies for transitional relief underthe Financial Services Reform (ConsequentialProvisions) Act 2001 (Cth) which has the effect thatDeutsche Bank is not required to issue a productdisclosure statement for the Warrants. Deutscherelies on Class Order 00/1068 issued by theAustralian Securities and Investments Commission,which exempts Deutsche Bank, Deutsche SecuritiesAustralia Limited and any person who purchasesthe Warrants on ASX, from the disclosuredocument provisions of the Corporations Act whichwould otherwise apply as a result of the transitionalrelief in respect of the Warrants under this OfferingCircular. The exemption is given on the basis thatthe Offering Circular is governed by and complieswith the ASX Business Rules, subject to suchwaivers as ASX grants. Accordingly a copy of thisOffering Circular has not been and will not belodged or registered with the Australian Securitiesand Investments Commission.

2.36 Legislation Regulating Disclosure bySubstantial Holders and Takeovers:Associations Arising as a Result ofCall Warrant Trading

The acquisition of a Call Warrant should not haveimplications for Holders under Chapters 6 and 6C ofthe Corporations Act.

Potential investors should seek appropriateindependent legal and financial advice beforecommitting to a holding of Warrants.

2.37 Distribution of Offering Circular

As the Warrants are intended to have TradingStatus on the ASX stock market, they may betransferred to secondary holders. This OfferingCircular may be passed on to such secondary

holders in that capacity or to potential transfereeswho approach existing holders, Deutsche SecuritiesAustralia Limited or Deutsche Bank, althoughapplications for subscription may no longer beaccepted. (See Section 2.33). Deutsche Bank willprovide a copy of this Offering Circular on request.Investors can obtain a paper copy of this OfferingCircular free of charge by contacting Deutsche Bank(ph: 1300 656 287).

Not a US Offer

Neither the Warrants nor the Underlying Securitieshave been or will be registered under the USSecurities Act of 1933, as amended (“Act”), orunder the securities laws of any other jurisdictionoutside Australia. The Warrants are not beingoffered or sold within the United States or to, or forthe account or benefit of, US persons at any time.The Warrants may not be exercised by, or for theaccount or benefit of, any US person unless theUnderlying Securities have been registered underthe Act or an exemption from such registration isavailable. Any offer, sale or resale of Warrants orthe Underlying Securities in the United States by adealer (whether or not participating in the offering)may violate the registration requirements of the Actif made before forty days after the date on whichthe final price for the Warrants or UnderlyingSecurities is determined or if such Warrants orUnderlying Securities were purchased by a dealerin the initial offering of such Warrants or UnderlyingSecurities.

Each ASX Participating Organisation distributinginformation about the Warrants on its Internetwebsite may only include any information providedby Deutsche Bank for this purpose. It is alsopermitted to hyperlink to this Offering Circular onDeutsche Bank’s website and to the offeringcircular or prospectus on the website of the issuerof the Underlying Securities. No other informationconcerning the Warrants, Deutsche Bank or theissuer of the Underlying Securities may be postedon any website.

As the Warrants and Underlying Securities are notbeing offered in the United States or to USpersons, Deutsche Bank and ASX ParticipatingOrganisations applying for Warrants must takereasonable steps to ensure that their Internetwebsite can only be accessed by non-US persons.These steps include, but are not limited to,including the legend below in a prominent positionon the first page of the site (or relevant portion ofthe site) and ensuring that any hyperlinks to thewebsites of Deutsche Bank or the issuer of theUnderlying Securities (as permitted above) do not


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by-pass the measures they have taken to ensurenon-US access.

Each Internet website containing information onthe Warrants should contain a legend to thefollowing effect: “The offering of these securities isdirected to residents of Australia. By proceedingyou confirm that you are not in the United Statesand are not a US person as defined in RegulationS under the US Securities Act of 1933 nor are youacting for the account or benefit of such a USperson.”

Each ASX Participating Organisation applying forWarrants in accordance with Section 2.33 abovewill be required to represent and agree that

(a) it is not in the United States and is not aUS person or acting for the account orbenefit of US persons;

(b) it will only post information or offeringmaterials related to the Warrants on itsInternet website in accordance with therestrictions set forth in this section 2.37.

Terms not otherwise defined in this section 2.37have the meanings given to them by Regulation Sunder the Act.

2.38 Variation of Terms of Issue

Variations to the Terms of Issue are possible inthree circumstances:

• with the consent of the ASX, if thechange is necessary or desirable tocomply with any statutory or other legalrequirements 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 othermethod.

See Sections 3.39 and 3.40.

2.39 Brokerage Free Trading

Deutsche Bank may enter into arrangements withASX Participating Organisations for brokerage freetrading in the Warrants, whereby Deutsche Bank’srelated entity, Deutsche Securities Australia Limitedwill pay the brokerage payable in relation to thetrading in the Warrants where the trading is throughthe relevant Member Organisation.

2.40 Commissions and Fees

Deutsche Bank may pay a commission or fee toASX Participating Organisations for validapplications for Warrants lodged with DeutscheBank.

2.41 Privacy

Deutsche Bank will use your information when youapply for Warrants.

Deutsche Bank will use your information to issueand administer the Warrants. From time to timeDeutsche Bank or one of its related companiesmay send you information about other productsand services which we think you might beinterested in. Please contact Deutsche Bank bywriting to:

Warrants AdministrationDeutsche Bank AGGPO Box 7033Sydney NSW 1170Attention: Peter Murphy

if you do not want Deutsche Bank to use yourinformation in this way. Deutsche Bank willdisclose your information to ComputershareInvestor Services Pty Limited, who operates theregister for the Warrants on behalf of DeutscheBank, and to other companies in the DeutscheBank Group so that the Warrants can be offered toyou. If you want to know more aboutComputershare and its approach to privacy, youcan access Computershare’s website atwww.computershare.com or call them on 61 28234 5222. Deutsche Bank may also discloseyour information to service providers includingmailing houses, contractors, advisers, andregulators from time to time, in connection with theprovision of Warrants to you.

You have a right to access any personalinformation that members of the Deutsche BankGroup hold about you. Sometimes there may be areason why access will not be possible. If that isthe case, you will be told why.

If you do not provide any of the informationrequested of you in the Application From thenDeutsche Bank will not be able to process yourApplication for Warrants or administer yourWarrants appropriately.


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3. TERMS OF ISSUE OF WARRANTS

3.1 Series

(a) These Terms apply separately to each Series of Warrants where initial terms are specified inthe Key Information in Section 1.

(b) 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 newWarrants will form part of the same Series, will be issued on terms identical to thoseapplying to existing Warrants of that Series, and will trade on the same basis under thesame 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 isacknowledged by Deutsche Bank), Deutsche Bank grants the Warrant to the Original Holder on theseTerms.

3.3 Nature of Warrant

(a) Each Warrant confers on the Holder the right, but not the obligation, to give Deutsche Bankan Exercise Notice. After an Exercise Notice is given, it is irrevocable. An Exercise Noticefor a Call Warrant may only be given during the Exercise Notice Period.

(b) On exercise of the right conferred by Section 3.3(a) in accordance with these Terms inrespect of an Underlying Parcel in the case of Call Warrants, Deutsche Bank must procurethe delivery to the Holder of the Underlying Parcel, for registration on an Australian register ifone exists subject to adjustment in accordance with these Terms.

(c) The price to be paid in respect of each Underlying Parcel is the Exercise Price.

(d) Warrants do not confer any right to or interest in any Underlying Security unless and until anExercise 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 toUnderlying 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 andobligations as among Deutsche Bank, a Holder or a person entitled to be registered as the Holderare 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:

(a) (Extraordinary Event): if there is an Extraordinary Event, with that termination taking effecton and from the Business Day as nominated under Section 3.7;


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(b) (compulsory redemption): if compulsory redemption of the Underlying Securities isinitiated by the Corporation; and

(c) (Expiry): 6.00pm on the Expiry Date whether or not a valid Exercise Notice has been givenor, if it has been given on that date, whether or not the Holder or Deutsche Banksubsequently complies with its obligations under these Terms.

3.7 Nomination of Extraordinary Event

(a) Nomination

Deutsche Bank may with the consent of ASX nominate as an Extraordinary Event anydelisting, withdrawal of admission to trading status or suspension of the UnderlyingSecurities or the Warrant (except in the case of a Warrant, if that delisting or suspension iscaused by Deutsche Bank). Deutsche Bank may exercise its right to nominate anExtraordinary Event at any time up to and including in the case of Call Warrants, the lasttime permitted for Deutsche Bank to satisfy its obligations as described in Section 3.17.

(b) Early Expiry and Exercise

If Deutsche Bank has nominated an event under this Section 3.7 and the Warrant has nototherwise 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 afternotice of the nomination is given (and so being the date of termination referred to in Section3.6).

(c) Withdrawal of Nomination

If Deutsche Bank has nominated an event under this Section 3.7 and the Warrant has not yetotherwise terminated under Section 3.6, Deutsche Bank may in its discretion and with theconsent of ASX, withdraw that nomination at any time.

3.8 Notice of Extraordinary Event, Expiry or Termination

(a) Notice Required

Deutsche Bank must give notice to each Holder:

(i) of the nomination of an Extraordinary Event and the termination of the Warrants

under Section 3.7(a) within 10 Business Days after the date on which suchtermination occurs;

(ii) of any nomination of a new Expiry Date made under Section 3.7(b), as soon as

possible;

(iii) of any withdrawal of a nomination made under Section 3.7(c);

(iv) of the Expiry Date (if not changed under Section 3.7(b)), within the period not morethan 30 Business Days before the Expiry Date and not less than 20 Business Daysbefore the Expiry Date, containing the matters required by the Business Rules.

(b) Method of Giving these Notices


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In addition to the methods of giving notices described in Section 3.34, Deutsche Bank maygive a notice required under this Section by:

(i) placing a notice in a major financial daily newspaper (if any) and a major daily

newspaper in each State and Territory of Australia; and

(ii) giving a copy of the text of that notice to ASX and, if the warrants are CHESSApproved 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 ofany nomination of an event.

3.9 Cancellation and Buy-backs

(a) Buy backs

Deutsche Bank may buy back a Warrant, and itself or a nominee become the Holder of theWarrant. This will not cancel, terminate or otherwise affect the Warrant. The Warrant may bere-sold by Deutsche Bank at any time.

(b) Cancellation

Deutsche Bank may, but need not, cancel a Warrant if it (or a nominee) is the Holder of theWarrant. 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 capitalreconstruction, or a similar event otherwise affecting the Underlying Securities, Deutsche Bank maywith the consent of ASX make such adjustment to the Warrants (including without limitation to one ormore of the Underlying Parcel, the Exercise Price or the Required Number of Warrants) so as topreserve as far as practicable the economic positions of the Holders in the Warrants. No adjustmentmay 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, DeutscheBank must give Holders notice of that as soon as practicable. If Deutsche Bank exercises any of thediscretions conferred on it by these Terms, it must, if so required by the Business Rules, also givenotice of the exercise of discretion to all Holders.

3.12 Exercise Notice

Subject to these Terms, Warrants are validly exercised if and only if:

(a) 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;

(b) the Exercise Notice is given by the Holder or a person entitled to give the notice underSections 3.14 or 3.15;

(c) 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;


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(d) the Warrants do not terminate under Section 3.6 before the end of the period by whichDeutsche Bank is obliged to comply with Section 3.16;

(e) the Exercise Notice is in respect of either:

(i) such whole number of Warrants which, before any rounding of calculations, confersrights in respect of at least a minimum Marketable Parcel of the UnderlyingSecurities; or

(ii) is in respect of all of a Holding; and

(f) in the case of a Call Warrant:

(i) the proceeds of payment of the Exercise Price plus any applicable Transfer Costsare cleared and available before the end of the Business Day which is 5 BusinessDays after the Expiry Date; and

(ii) the Exercise Notice gives all necessary details to permit delivery of the UnderlyingSecurities 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 anotice to that effect accompanied by the purported Exercise Notice and all documents whichaccompanied 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 Holdermust also give together with an Exercise Notice:

(a) any other document required to transfer any of the property comprising the Underlying

Parcel; and

(b) evidence of the entitlement of the person tendering the Exercise Notice to be registered asHolder 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 beregistered as the Holder of Warrants, that person may exercise those Warrants in accordance withthese Terms by giving to Deutsche Bank an Exercise Notice specifying that the person claims to be soentitled. In those circumstances, if the person giving the Exercise Notice becomes the Holder of theWarrants by the end of the 5th Business Day after the Expiry Date in the case of Call Warrants, theExercise Notice is to be treated as having been properly given and becomes irrevocably effectiveimmediately on that person becoming so registered. The delay permitted by this Section does notaffect the person’s obligation to settle the transfer of the Underlying Parcel in accordance with Sections3.16 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 3.12and Section 3.14 in respect of Warrants, the only Exercise Notice in respect of those Warrants which isto be treated as being effective is that given by the person who, to the knowledge, or in the reasonableopinion, of Deutsche Bank, was the last of those persons who, before 6.00pm on the Expiry Datebecame entitled to be the Holder of those Warrants (which may, if that is the case, include a personwho becomes registered as the Holder under Section 3.14) and every other Exercise Notice given inrespect of those Warrants is of no force or effect notwithstanding Sections 3.12 and 3.14.


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3.16 Agreement to Sell and to Acquire

If an Exercise Notice is validly given, a contract arises which is subject to a condition subsequent(failure of which causes automatic termination of the contract) that the Exercise Notice is or becomeseffective and remains effective, under which:

In the case of Call Warrants:

(a) Deutsche Bank agrees to perform all acts required of a transferor of marketable securitiesunder the SCH Business Rules, to enable the Underlying Parcel for every Required Numberof Warrants exercised to be transferred to the Transferee (subject to any reduction inaccordance with Section 3.25), on to an Australian register (if one exists), for the aggregateExercise Price (plus any applicable Transfer Costs) free from any security or third partyinterest or restriction on transfer (other than one that has been accepted by ASX for thepurpose of quotation of the Underlying Securities) and the Transferee will do all things it isable to do to enable such transfer to it;

(b) the Transferee irrevocably authorises Deutsche Bank, at the option of Deutsche Bank, to actas the agent of the Transferee in entering into (or instructing a broker to enter into) at no costto the Transferee (save only for payment of the Exercise Price plus any applicable TransferCosts) a contract for the sale and purchase of the Underlying Parcel to be delivered to theTransferee in order to fulfil the obligations of Deutsche Bank referred to in this paragraph (b);and

(c) the Transferee irrevocably authorises each of Deutsche Bank, the Registrar and the Agentseverally to act as its agent to do all things it is required to do, including but not limited tosupplying its Holder Identification Number, to effect the delivery of the Underlying Parcels toit and to cancel the Warrants exercised.

3.17 Completion

The contract arising pursuant to Section 3.16 in respect of Call Warrants is to be completed byDeutsche Bank doing everything required of a transferor to permit the Holder to become theregistered owner (on an Australian register, if any) of the number of Underlying Securities (or othersecurities) the subject of the Exercise Notice determined by these Terms by the end of the 11thBusiness Day after the later of the Expiry Date and the day on which the Transferee has satisfied itsobligations under these Terms to enable Deutsche Bank to procure the transfer of the UnderlyingParcels.

3.18 Failure to Comply by Transferee

If the Transferee has not satisfied its obligations under these Terms to enable Deutsche Bank toprocure the transfer of the Underlying Parcels for the Call Warrants exercised including, withoutlimitation, providing its Holder Identification Number, before the end of the 20th Business Day after theExpiry Date:

(a) Deutsche Bank must give a notice to the Transferee stating that if the Transferee does not

comply with its obligations before the expiry of the 10th Business Day after the datementioned above, the following paragraph will have effect in relation to the Transferee; and


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(b) If the Transferee has not satisfied its obligations by the expiry of the Business Day describedin the preceding paragraph, Deutsche Bank may, without further notice after the expiry ofthat Business Day, sell the Underlying Parcel on the ASX stock market at the prevailingmarket price and as soon as practicable despatch a cheque to the Transferee for the pricerealised by the sale less reasonable handling costs.

3.19 Failure of Grantor to Perform

If:

(a) Deutsche Bank fails to perform its obligations under Section 3.16 and 3.17;

(b) the person validly exercising the Warrants is not otherwise in breach of these Terms; and

(c) the person validly exercising the Warrants gives to Deutsche Bank a notice stating that itrequires that the provisions of this Section 3.19 apply,

then:

(d) the grant of agency by that person under Section 3.16 lapses; and (e) Deutsche Bank must, within 10 Business Days after the date on which it receives the notice,

pay that person by cheque an amount equal to the aggregate of the amount payable foreach Underlying Parcel the subject of the Exercise Notice in respect of which DeutscheBank fails to perform its obligation under Section 3.17, calculated in accordance with thefollowing formula:

A = 1.1 X E

where A = the amount of money to be paid per Underlying Parcel under this Section 3.19; and E = In the case of Call Warrants, the volume weighted average price of the equivalent of

the Underlying Parcel over 5 trading days (for ASX purposes).

3.20 Interest

If Deutsche Bank does not pay the amount calculated in accordance with Section 3.19 by the timespecified in Section 3.19, interest accrues on that amount at the Default Rate calculated on a dailybasis from the last day on which it was required to pay under Section 3.19 until payment is made.

3.21 Acknowledgment

The person exercising the Warrant and Deutsche Bank acknowledge to each other that the amounts ofdamages calculated under Section 3.19 is a genuine pre-estimate of the damage that the personwould suffer from the failure of Deutsche Bank to perform its obligations under Section 3.17 and thaton giving notice under Section 3.19 to Deutsche Bank, Deutsche Bank is relieved of its obligationsunder Sections 3.16 and 3.17 and its only obligation is to make the payments required by Sections3.19 and 3.20.


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3.22 Assessed Value Payment

(a) Amount

If a Warrant is not properly exercised with effect by 6.00pm on the Expiry Date or, ifterminated earlier under Section 3.6, by the time nominated for termination (in either case,“Termination Date”) then:

In the case of a Call Warrant, if the intrinsic value of the Underlying Parcel less the ExercisePrice is equal to or greater than 5% of the Exercise Price, the Holder will be entitled to anassessed value payment for each Call Warrant which is not exercised, calculated as follows:

A = 0.9 (V - E)

where:

A = the amount of money to be paid per Underlying Parcel

V = the volume weighted average price of the Underlying Parcel on the five trading days(for ASX purposes) following the Expiry Date; and; and

E = the Exercise Price on the Termination Date;

(b) Intrinsic Value

In this Section, intrinsic value is calculated in accordance with the following formula:

For Call Warrants:

I = S – E

where:

I = the intrinsic value of the Warrant;

S = the volume weighted average price of the Underlying Parcel during the last two hoursof Normal Trading or such other period prescribed by the ASX; and

E = the Exercise Price.

(c) Sole Obligation

If a payment is required to be made under this Section, there will not arise any contract underSection 3.16, but Deutsche Bank must, within 10 Business Days after the Termination Date,send to the Holder a cheque in favour of the Holder an amount calculated in accordance withthis Section, but only if the amount so calculated is greater than zero.

In any case, however, Deutsche Bank will not be liable under this Section to any person whohas validly exercised Warrants.


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3.23 Value of Underlying Security

For the purposes of Sections 3.19, 3.22 and 3.25, the value of a security on, in the case of Sections3.19 and 3.25, the Expiry Date, and in the case of Section 3.22, the Termination Date ("RelevantDate") is:

(a) if the security or other property comprised in the description of the Underlying Parcel on the

Relevant Date is traded on a Recognised Market, the volume weighted average price of thatproperty on that Recognised Market (calculated in accordance with Section 3.24); and

(b) otherwise, the value determined by Deutsche Bank with the consent of ASX to be the fair

market value of that property on the Relevant Date.

3.24 Volume Weighted Average Sale Price

For the purposes of these Terms, the volume weighted average price of property on a RecognisedMarket is determined by dividing the total of the sale prices of identical property (or such multiple ofthat property as is referable to sale prices) on that Recognised Market on the five trading days (for ASXpurposes) immediately following the Relevant Date (excluding, if the Recognised Market is that of ASX,special sales or overseas sales (including New Zealand Stock Exchange sales) reported as such underthe Business Rules, option exercises and special block trade or portfolio sales) by the number of thoseitems the subject of sales on those days.

3.25 Number of Warrants, Underlying Securities

(a) (Insufficient Exercise Money): If the cheque accompanying an Exercise Notice for Call

Warrants is for an amount, or the proceeds of that cheque following clearance are (in eithercase, the “Received Exercise Money”) less than the total of the Exercise Prices plus anyapplicable Transfer Costs for all of the Call Warrants specified as being the subject ofexercise under that Exercise Notice (or deemed to be specified under this Section) then theExercise Notice is to be deemed for all purposes as specifying as the number of CallWarrants to be exercised (“Reduced Number”) the greatest whole number of Call Warrantswhich may be exercised from the available proceeds, such number to be reduced inaccordance with paragraph (b) if that paragraph applies.

(b) (Not a Marketable Parcel of Underlying Securities): If the number of Call Warrantsspecified (or deemed to be specified under this Section) as being the subject of exerciseunder an Exercise Notice does not entitle the Holder to delivery of exactly a MarketableParcel of Underlying Securities, then the Exercise Notice is to be deemed for all purposes asspecifying as the number of Call Warrants to be exercised (“A Reduced Number”) thegreatest whole number which is less than the number specified in the Exercise Notice butwhich also confers rights to delivery of the largest possible Marketable Parcel of UnderlyingSecurities.

(c) (Compensation): If the number of Call Warrants specified in the Exercise Notice is deemedunder this Section to be the Reduced Number, Deutsche Bank must give notice of that to theExercising Holder accompanied by a cheque for the difference between the ReceivedExercise Money and the total of the Exercise Prices plus applicable Transfer Costs for theReduced Number of Call Warrants exercised.

(d) (Aggregating Exercise Notices): Deutsche Bank reserves the right to aggregate Exercise

Notices if it reasonably believes they have been lodged on behalf of the same beneficialowner of Warrants (or owners acting as associates).


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3.26 Transfer Cost Agent

Deutsche Bank reserves the right to appoint, without prior notice to any Holder, Agent as its agent forthe purposes of Section 3.27 and giving or receiving notices (except if expressly stated to the contraryin these Terms). Deutsche Bank may at any time by:

(a) giving a notice to the person who is at that time its agent terminating the appointment of that

person; (b) placing a notice in a major financial newspaper (if any) and a major daily newspaper in each

State and Territory of Australia stating who is its new agent; and (c) giving a copy of the text of the notice specified in paragraph (b) to ASX, terminate the appointment of any such agent and appoint another person as Deutsche Bank’s agent,with that termination and that appointment taking effect immediately upon the last to occur of thematters specified in paragraphs (a), (b) and (c).

3.27 Transfer Cost

(a) Deutsche Bank must at the time of payment of the Exercise Price, either itself or through the

person appointed under Section 3.26 as its agent for the purposes of this Section, specify tothe Holder the amount of the Transfer Cost for the specified number of Warrants exerciseddeducted from the Exercise Price.

(b) As soon as possible after the time of payment of the Exercise Price and in any case withinthe time permitted by law, Deutsche Bank must pay or procure the payment of the TransferCost.

(c) Deutsche Bank may add to the agreed price of any goods or services supplied by it underthese Terms an amount in respect of any Goods or Services Tax or similar imposed on it.The person who receives the supplied goods or services agrees to pay that additionalamount. Deutsche Bank may in its discretion add the additional amount by including it in theTransfer Costs payable or to be incurred by a Holder who receives the goods or services.Deutsche Bank will issue a tax invoice, adjustment note or any other required or permittednotice or document, in any permitted form, to enable the person receiving the notice to claim(if permitted) a credit or refund of that amount.

3.28 No Certificates for Warrants

Deutsche Bank need not issue a certificate evidencing the Holder’s title to the Warrant but mustinstead comply with the rules governing CHESS, the Business Rules concerning the issue of noticesrelating to Warrants and the SCH Business Rules.

3.29 Transfer

(a) A Warrant may be transferred if and only if:

(i) it forms part of a Marketable Parcel which is the subject of the transfer; and (ii) the transfer is in the manner prescribed by or under the Business Rules and the

SCH Business Rules.

(b) No fee will be charged for the registration of a transfer.


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(c) The transferor of the Warrant will be regarded as remaining the owner of the Warrant thesubject of the transfer until the name of the transferee is entered in the Register in respect ofthe Warrant.

(d) On registration of the transfer of the Warrant, the transferee will be recognised as entitled tothe Warrant free from any equity, set off or cross-claim of Deutsche Bank against thetransferor.

3.30 Registration of Transfer of Warrants

Deutsche Bank:

(a) must deal with, certify and register a transfer of a Warrant which complies with Section

3.29(a) in accordance with the Business Rules and the SCH Business Rules; and (b) may refuse to register such a transfer in any of the circumstances if such refusal is permitted

by, and in accordance with any procedures prescribed by, the Business Rules and the SCHBusiness Rules.

3.31 Register

(a) Deutsche Bank must keep and maintain (at its cost) a register of the Holders in accordancewith this Section 3.31 and the requirements of the Business Rules and the SCH BusinessRules.

(b) Deutsche Bank must establish and maintain or cause to be established and maintained a

register of Holders at the Office or any other place considered appropriate by DeutscheBank ("principal part of the Register") and may also establish and, if it so establishes,must maintain any number of other registers of Holders at such other places as DeutscheBank determines (which will form part of the Register).

(c) Deutsche Bank must enter, or cause to be entered, in the Register the name and address ofeach Holder, the number of Warrants held by that Holder, the date of grant and the ExpiryDate of each of those Warrants and any other particulars which it thinks proper.

(d) When the Warrants become CHESS Approved Securities, Holdings will be entered on anelectronic CHESS or Issuer Sponsored Subregister. Warrants held by a Holder who is aparticipant in CHESS or a person who is sponsored by a participant in CHESS will beregistered on the CHESS subregister. All other Holdings will be registered on the IssuerSponsored Subregister.

(e) If there is more than one part of the Register, Holders may elect by notice to Deutsche Bankas to the part of the Register on which their Warrant must, for the time being, be registered.

(f) If no election is made on the grant of the Warrant, the Warrant will be registered on theprincipal part of the Register.

(g) If there are any further issues or transfers of Warrants and no election is made as to the partof the Register on which those Warrants are to be registered, a Warrant will be registered onthe principal part of the Register or such other part of the Register as Deutsche Bank maydecide.


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(h) The Register must be open at all reasonable times during business hours on each BusinessDay to the inspection of any Holder, any person authorised in writing by the Holder, anyholder of the Underlying Securities or any member of the Corporation, except whenpermitted by the SCH Business Rules.

(i) If there is more than one part of the register, a Warrant will be transferred by Deutsche Bankfrom one part of the Register to another part of the Register without fee on the writtenrequest of the Holder, subject to any payment by the Holder of any stamp duty involved.

(j) Except as required by law, no notice of any trust (express, implied, resulting or constructive)will be entered in the Register.

(k) The Register will be examined by the auditor appointed by Deutsche Bank in accordancewith the Business Rules and the ASX will be notified of the results.

(l) The property in the Warrant is, for all purposes, situated at the place if the part of theRegister on which the Warrant is for the time being registered is situated and not elsewhere.

(m) Except as otherwise provided in these Terms, Deutsche Bank must recognise the Holder asthe absolute owner of the Warrant and all persons may act accordingly.

(n) Except as otherwise provided in these Terms or as ordered by a court of competentjurisdiction or as required by law, Deutsche Bank is not bound to take notice of any trust orequity affecting the ownership of the Warrant or the rights incidental to the Warrant and thereceipt of the Holder in respect of the Warrant and any moneys payable in respect of theWarrant is a good discharge to Deutsche Bank.

(o) There must not be more than three joint holders of the Warrant except in the case of thelegal personal representatives of a deceased Holder.

(p) If there are joint holders of any Warrant and one of those joint holders dies, the survivor willbe the only person recognised by Deutsche Bank as having any title to or interest in theWarrant.

(q) The legal personal representative of a deceased Holder (not being one of several jointholders) is the only person recognised by Deutsche Bank as having any title to the Holder’sWarrant.

(r) Any person becoming entitled to the Warrant in consequence of the death, unsoundness ofmind or bankruptcy of any Holder, upon producing such evidence as Deutsche Bankreasonably requires that the person holds the office in respect of which it is proposed to actor as to title as successor to the Holder, may transfer the Warrant.

3.32 Holder entitled to Copy of Terms

If the Holder gives notice to Deutsche Bank requesting a copy of these Terms, Deutsche Bank must,within 10 Business Days of receipt of that notice, supply a copy of these Terms (incorporating anyChanges) to the Holder.

3.33 Copy of Terms Available

Deutsche Bank must keep available for inspection at the Office a copy of these Terms (incorporatingany Changes) and the Holder and any other person has the same right to inspect these Terms as ithas in respect of the Register.


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3.34 Method of giving Notices by Grantor

Except if otherwise provided by these Terms, all notices required or permitted to be given by DeutscheBank to the Holder pursuant to these Terms must be in writing and are treated as being duly given if:

(a) left at that party’s address; or (b) sent by pre-paid mail to that party’s address .

3.35 Time of Receipt

A notice given by Deutsche Bank in accordance with Section 3.34 is treated as having been duly givenand received:

(a) when delivered (in the case of it being left at that party’s address); and (b) on the third Business Day after posting (in the case of it being sent by pre-paid mail).

3.36 Address of Parties

(a) The address of the Holder is the address of the Holder shown in the Register. (b) If more than one person is entered in the Register as the Holder of any Warrant, a notice

given to any of those persons is effective as notice to all of those persons.

3.37 Notices by Holder

All notices required or permitted to be given by the Holder to Deutsche Bank pursuant to these Termsor otherwise in respect of the Warrant must be in writing and are treated as being duly given if and onlyif they are actually received by Deutsche Bank at the Office or at such other address as DeutscheBank specifies by notice to the Holder.

3.38 Calculations and Underlying Securities

In these Terms:

(a) all calculations will be done to not fewer than three decimal places; (b) no rounding of numbers will occur until a Holder exercises a Warrant and at that time the

entitlement attaching to all Warrants of that Holder the subject of exercise will be aggregatedand that aggregate will be rounded so that all money amounts are rounded to the nearestwhole cent and all numbers of Underlying Securities are rounded to the nearest wholenumber so that any fraction being a value of 0.5 or more is rounded up and all otherfractions are rounded down; and

(c) where, following an application of this Section 3.38, the Underlying Parcel refers to property

of different kinds, each of those kinds of property is to be treated separately, and eachadjustment required by these Terms is to be made to each kind of property separately.

3.39 Changes

(a) A Change may be made to these Terms if:

(i) the terms of that Change are authorised by a resolution of the Holders passed inaccordance with the provisions of Section 3.40; or


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(ii) the Change is necessary or desirable in the reasonable opinion of Deutsche Bank tocomply with any statutory or other requirement of law or any requirement of ASXand is not prejudicial to the interest of the Holders, and the ASX subsequentlyconsents to the Change; or

(iii) in the reasonable opinion of Deutsche Bank, the Change permits the Transfer of aWarrant by any other method; or

(iv) to the extent permitted by these Terms in the case of an Extraordinary Event.

The Expiry Date is not to be amended except in the case of an Extraordinary Event aspermitted by these Terms.

(b) Deutsche Bank may, with the consent of the ASX but without the consent of Holders, issuefurther Call Warrants, on the basis that the new Warrants will be part of the same Series asthe existing Warrants, will be issued on terms identical to those applying to existing Warrantsand will trade on the same basis under the same ASX code as existing Series of Warrants.

(c) Notice of a Change must be given to Holders if not otherwise provided for under theseTerms.

3.40 Resolutions

A resolution of the Holders is duly passed if and only if:

(a) Deutsche Bank dispatches by notice to every Holder a document setting out the terms of theproposed Change together with a ballot paper enabling the Holder to vote either in favour ofor against the Change, a document setting out the reasons for and any advantages ordisadvantages of the Change and a document summarising the provisions of this Section3.40;

(b) Deutsche Bank retains all ballot papers which are returned to it within the voting period

(which must, in any event, be not less than 20 Business Days after the date of despatch ofthe last of the notices referred to in paragraph (a) of this Section 3.40);

(c) Deutsche Bank’s auditor (after consultation with Deutsche Bank’s solicitors, if desired by

either the auditor or Deutsche Bank) determines the validity of all ballot papers returnedduring the voting period; and if Deutsche Bank or a person associated with Deutsche Bank(within the meaning of sections 10 to 17 of the Corporations Act, other than section 13)(except if the person holds the relevant Warrants as trustee or nominees for another person)returns a ballot paper that ballot paper is to be treated as not being valid;

(d) Deutsche Bank’s auditor adds together all of the votes cast on valid ballot papers during the

voting period (calculated on the basis of one vote for each Warrant held by the personcasting that vote) in favour of the Change and all of the votes cast on valid ballot papersduring the voting period (calculated on the same basis) against the Change; and

(e) the number of votes validly cast in favour of the Change (as determined by the previousparagraph) is not less than three times greater than the number of votes validly cast againstthe Change (as so determined).


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3.41 Notification of Change to ASX

The ASX must be notified of any Change to these Terms made under Section 3.39 if required by theBusiness Rules.

3.42 No Requisition by Holders

Nothing in these Terms authorises a Holder (alone or together with other Holders) to requisition theconsideration of any resolution.

3.43 Waiver

The failure, delay, relaxation or indulgence on the part of Deutsche Bank in exercising any power orright conferred upon Deutsche Bank by these Terms does not operate as a waiver of that power orright nor does any single exercise of any power or right preclude any other or further exercise of it orthe exercise of any other power or right under these Terms.

3.44 Telephone Recording

The Holder agrees:

(a) to the tape recording by Deutsche Bank or its agents of any telephone conversations

concerning the Warrant; (b) to the retention of any tape recording so made; and (c) to the use of any tape recording so made as evidence of the content of the conversation.

3.45 Discretions

The Holder may not give any direction to Deutsche Bank concerning the Warrants, even if the Warrantis exercised, concerning the exercise by Deutsche Bank of any other discretion relating to theUnderlying Securities, or any discretion conferred on Deutsche Bank by these Terms.

3.46 Governing Law and Jurisdiction

The Warrant is governed by and construed in accordance with the laws in force in New South Walesand the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courthearing appeals from those courts.

3.47 Definitions

In these Terms unless the context otherwise requires:

“Accounts” means the material contained in or referred to in Section 4 of this Offering Circular.

“Accretions" means all rights accretions and entitlements attaching to the Underlying Securities afterthe date of issue of the Warrant including, without limitation, all voting rights, all dividends and all rightsto receive dividends and other distributions or shares, notes, options or other securities exercisable,declared, paid or issued in respect of the Underlying Securities. “Agent” or “Broker to the Issue” means Deutsche Securities Australia Limited (ABN 65 003 204 368),a subsidiary of Deutsche Bank, which is a stock broker and a member of ASX or such other person asDeutsche Bank nominates from time to time.


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“Assessed Value Payment” means a payment required to be made under Section 3.22. “ASX" means Australian Stock Exchange Limited.

“Business Day" means a trading day (for ASX purposes) on which banks are open for business inSydney and Melbourne. “Business Rules" means the Business Rules of ASX regulating trading in Warrants on ASX asamended from time to time. “Call Warrant” means a Warrant offered on the terms of this Offering Circular including the specialterms only applying to Call Warrants where specified. “Change" means in respect of these Terms, any modification, variation, alteration or deletion of, oraddition to, these Terms. “Corporation” means the relevant corporation or collective investment for each Series as described inthe Key Information in Section 1. “Corporations Act” means the Corporations Act 2001 (Cth). “Default Rate" means, on any day, the interest rate calculated by adding 2 per centum to the primerate which applies on that day to overdrafts with Deutsche Bank. “Deutsche Bank” means Deutsche Bank Aktiengesellschaft (ABN 13 064 165 162) a joint stockcompany incorporated in Germany having its registered office in Australia at Level 18, 225 GeorgeStreet, Sydney, New South Wales, Australia (which in the Business Rules is described as the"Warrant-Issuer"). “Exercise Notice" means a notice in the form set out in the offering circular issued in respect of theWarrant or as otherwise permitted by Deutsche Bank and the Business Rules, given by the Holder orother person entitled to give such a notice to Deutsche Bank in respect of Warrants in accordance withSection 3.12; “Exercise Notice Period” means the period 9.00am to 6.00pm on each of the five Business Days upto and including the Expiry Date. "Exercise Price" means, in relation to the Underlying Parcel for each Series, the relevant amount setout in the Key Information in Section 1 as varied, if at all, by these Terms. “Expiry Date" means, in relation to each Series, the relevant date set out in the Key Information inSection 1 as it may be varied by Section 3.7. “Exercise Notice Period” means the period 9.00am to 6.00pm on each of the five Business Days upto and including the Expiry Date. “Extraordinary Event" means any event the subject of a nomination under Section 3.7 which has notbeen withdrawn. “Holder" means a person whose name is for the time being entered in the Register as the holder of aWarrant. “Marketable Parcel" means any number of the relevant security, including Warrants and UnderlyingSecurities, permitted by the ASX, the Business Rules and the SCH Business Rules to be traded in aparcel on the relevant stock market, whether generally or in respect of a particular transferor ortransferee.


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“Office" means the principal office of Deutsche Bank in Sydney or another office of Deutsche Bank ofwhich Deutsche Bank has given notice to the Holder. “Original Holder" means, in relation to a Warrant, the first person whose name is entered in theRegister as the holder of that Warrant. “Premium" means, in relation to each Warrant, the amount paid for subscription of that Warrant. “principal part of the Register” has the meaning given in Section 3.31. “Prospectus” means the prospectus issued by Gold Bullion Limited and dated 21 March 2003. “Recognised Market" means any of a stock market of a securities exchange and an exempt stockmarket and a futures market of a futures exchange (as those terms are defined in the CorporationsAct). “Reduced Number” has the meaning given in Section 3.25. “Register" means the register of Holders kept and maintained under Section 3.31. “Registrar” means any person the Issuer may appoint from time to time to maintain the Register. “Relevant Date” has the meaning given in Section 3.23. “Required Number of Warrants” means the number of Warrants for a particular Series, which, onproper exercise, obliges the delivery of the Underlying Parcel for that Series (as that may be adjustedin accordance with these Terms), being the number of Warrants specified for that Series in the KeyInformation in Section 1. “SCH” means ASX Settlement and Transfer Corporation Pty Limited. “SCH Business Rules” means the Business Rules of ASX Settlement and Transfer Corporation PtyLimited, as amended from time to time. “Series” means the series of Warrants which relate to the Underlying Security of a particularCorporation and otherwise have identical rights and obligations, as identified in the Key Information inSection 1. “Termination Date” has the meaning given in Section 3.22. “Terms" means these terms of issue of the Warrants set out in Section 3. “Transfer Cost" means, in respect of exercise of Warrants, subject to Section 3.5, any stamp duty orequivalent governmental tax, impost or duty, payable on, as a consequence of, or in connection with,the exercise of the Warrants. “Transferee” means the person who gives the only effective Exercise Notice in respect of a CallWarrant. “Underlying Parcel” means the number and kind of Underlying Securities or other securities specifiedas such in the Key Information in Section 1 for a Series which is required to be delivered following theproper exercise of the Required Number of Warrants, as that may be adjusted in accordance withSection 3.10. “Underlying Security” means the security in respect of a Warrant as identified in the Key Informationin Section 1, as adjusted in accordance with these Terms. “Warrant" means an option with rights in respect of Underlying Securities conferred under, and subjectto, these Terms.


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3.48 General

In these Terms unless the context otherwise requires:

(a) a reference to any legislation or legislative provision includes any statutory modification or

re-enactment of, or legislative provision substituted for, and any subordinate legislationissued under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa; (c) a reference to an individual or person includes a corporation, partnership, joint venture

association, authority, trust, government and governmental authority and vice versa; (d) a reference to a gender includes all genders; (e) a reference to a Section is to a Section of these Terms or this Offering Circular; (f) a reference to any agreement or document (including, without limitation, these Terms, the

Business Rules and the SCH Business Rules) is to that agreement or document (and, ifapplicable, any of its provisions) as amended, novated, supplemented or replaced from timeto time;

(g) a reference to "dollars", "cents" “A$” and "$" is a reference to Australian currency;

(h) a reference to “DM” is to an amount in German currency; and

(i) a reference to “EURO” or “euro” is to the lawful currency of the member states of theEuropean Union that adopt the single currency in accordance with the Treaty establishingthe European Community, as amended by the Treaty on European Union;

(j) a reference to a matter being "with the consent of ASX" is a reference to that matter beingwith the consent of ASX which consent is not to be unreasonably withheld or delayed;

(k) if an expression is defined, another part of speech or grammatical form of that expression

has a corresponding meaning; (l) a reference to a date or time is to that date or time in Sydney; (m) a reference to the Underlying Securities "ceasing to be officially quoted" is to the

Underlying Securities ceasing to be officially quoted on the stock market conducted by ASXwhether that occurs by reason of delisting, suspension or otherwise; and

(n) expressions not otherwise defined in these Terms which are defined in the Corporations Act

have the meaning given to them in the Corporations Act.

3.49 Headings

In these Terms, headings are for convenience only and do not affect interpretation.

3.50 Business Rules

All provisions of these Terms are subject to any contrary requirement from time to time of the BusinessRules or, when applicable, the SCH Business Rules unless ASX or, if appropriate, SCH gives or hasgiven a waiver or consent in respect of the Warrants of any of those rules.


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4. DESCRIPTION OF THE WARRANT ISSUER - DEUTSCHE BANK

4.1 Introduction

Deutsche Bank is a banking company with limited liability incorporated under the laws of the FederalRepublic of Germany. Deutsche Bank is the parent company of a group consisting of banks, capitalmarket companies, fund management companies, a property finance company, instalment financing andleasing companies, research and consultancy companies and other domestic and foreign companies.

The Deutsche Bank Group is represented in 75 countries, including all of the world’s major commercialand financial centres, by subsidiaries and holdings companies as well as by its comprehensive network ofbranches and representative offices. In approximately 1,711 outlets in Germany and abroad, over 77,000staff members serve over 12,000,000 customers, including corporate clients, small companies and privatecustomers.

Deutsche Bank’s shares are traded on all German and major European stock markets as well as on theNew York Stock Exchange and the Tokyo Stock Exchange. Deutsche Bank’s nominal share capital,totaling EURO 1.592 billion as at 31 December 2002, is widely held. Of Deutsche Bank’s 512,519shareholders, 18% are private individuals and approximately 82% are institutional investors andcorporations. As of 31 December 2002, Deutsche Bank had worldwide assets in excess of EURO 758billion.

Section 4.6 contains the Audited Profit and Loss Statements of Deutsche Bank for the years 2000, 2001and 2002. and Audited Balance Sheets as at December 31 2001 and December 31, 2002. Other than asset out in this Offering Circular, no other circumstance has arisen and no information has becomeavailable since the end of the 2002 financial year of Deutsche Bank that would materially affect aninvestor’s decision for the purpose of making an informed assessment of the capacity of Deutsche Bankto fulfil the obligations specified in the Terms of Issue. Copies of Deutsche Bank’s most recent AnnualReport, as well as copies of the audited financial statements of Deutsche Bank for the financial yearsending 31 December 2001-2002 (inclusive), are available from Deutsche Bank’s Sydney office, Level 18,225 George Street, Grosvenor Place, and Deutsche Bank’s Melbourne office, Level 23, 333 CollinsStreet, on request, for the cost of mailing. The latest available information may also be found athttp://www.deutsche-bank.de/.

The viability of the Warrants depends upon Deutsche Bank’s ability to fulfil its obligations under theTerms.

4.2 Banking Status

Deutsche Bank has been granted an authority under Section 9(3) of the Banking Act 1959 (Cth) (asamended by the Financial Sector Reform (Amendments and Transitional Provisions) Act 1998) to carry onbanking business in Australia. Deutsche Bank commenced banking operations in Australia on 1 July1994 following the surrender by its wholly owned subsidiary, Deutsche Australia Limited (formerly knownas Deutsche Bank Australia Limited), of its banking licence as part of the move by Deutsche Bank tobranch banking status in Australia.

As a foreign bank, Deutsche Bank is subject to Section 11F of the Banking Act 1959 which provides that ifa foreign bank suspends payment or becomes unable to meet its obligations, the assets of the bank inAustralia are to be available to meet the bank's liabilities in Australia in priority to all other liabilities of thebank. Although the Banking Act requires foreign banks to report regularly on various matters, as a foreignbank Deutsche Bank is not subject to the requirements of Division 2 of Part II of the Banking Act 1959relating to the protection of depositors, the supply of information, capital requirements and other prudentialsupervision.


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As a German Bank, however, Deutsche Bank is subject to supervision by the Federal FinancingSupervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin) and by the GermanCentral Bank (Deutsche Bundesbank). The Federal Financial Supervisory Authority has the power, interalia, to issue and to revoke licences, to use regulations on capital and liquidity requirements, to require theremoval of members of the management of banks, to inspect books and records, to specify contents ofreports on financial matters by banks and to take action if deposits are considered to be in jeopardy.Bank credit activities in the Federal Republic of Germany are closely regulated under the GermanBanking Act (Kreditwesengesetz), and compliance is monitored through extensive reporting.

4.3 Shareholders’ Funds

As at 31 December 2002 Deutsche Bank's reported total shareholders’ equity was approximately EURO29.991 billion.

4.4 Deutsche Bank in Australia

In Australia, Deutsche Bank operates primarily as a wholesale bank and offers its clients a wide range ofcorporate finance and treasury products, either directly or through its wholly owned subsidiaries, DeutscheBank and its subsidiaries provide a wide range of services to corporate, institutional, government andprivate clients in areas which include equities dealing and share broking, equities placement andunderwriting, fixed income dealing, arrangement of primary debt issues, futures broking, structuredfinancing, project finance, securitisation, property, financial planning and funds management.

4.5 Details Of The Board Of Managing Directors Of Deutsche Bank

1. Josef Ackerman, (born 1948), 12 Taunusanlage, 60262 Frankfurt, Germany. Doctorate inEconomics. Member of Executive Board of Credit Suisse since 1990; President in 1993.Appointed to Deutsche Bank's Board of Managing Directors in October 1996.

2. Clemens Börsig, (born 1948) 12 Taunusanlage, 60262 Frankfurt, Germany. Appointed to

Deutsche Bank’s Board of Managing Directors in January 2001.

3. Tessen von Heydebreck, (born 9/1/45), 12 Taunusanlage, 60262 Frankfurt, Germany.Doctorate of Law. Deutsche Bank since 1974. Appointed as Deputy Member of DeutscheBank's Board of Managing Directors in 1994.

4. Hermann-Josef Lamberti (born 1956) 12 Taunusanlage, 60262 Frankfurt, Germany. Deutsche

Bank since 1988. Appointed to Deutsche Bank’s Board of Managing Directors in 1999.

4.6 Financial Information Relating To Deutsche Bank and Its Subsidiary Companies

The following information has been extracted from the Audited Accounts of Deutsche Bank for thefinancial years ending 31 December in each of 2000, 2001 and 2002 and does not include the Notes tothose Accounts and the Reports of the Directors and Auditor of Deutsche Bank concerning them. Only theAudited Accounts and those Notes and Reports may be treated as giving a full, true and fair view of thestate of Deutsche Bank at 31 December 2000, 2001 and 2002.


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4.7 Financial Statements of Deutsche Bank Group

Income Statement

in m. 2002 2001 2000Interest revenues 35,781 53,639 55,131

Interest expense 28,595 45,019 48,103Net interest revenues 7,186 8,620 7,028Provision for loan losses 2,091 1,024 478Net interest revenues after provision for loan losses 5,095 7,596 6,550Commissions and fees from fiduciary activities 3,926 3,537 3,908Commissions, broker’s fees, markups on securities underwritingand other securities activities

4,319 4,557 5,170

Fees for other customer services 2,589 2,633 2,615Insurance premiums 744 2,717 2,837Trading revenues, net 4,024 6,031 7,625Net gains on securities available for sale 3,523 1,516 3,670Net income (loss) from equity method investments (887) (365) 300Other revenues 1,123 295 1,326Total noninterest revenues 19,361 20,921 27,451Compensation and benefits 11,358 13,360 13,526Net occupancy expense of premises 1,291 1,334 1,090Furniture and equipment 230 357 568IT costs 2,188 2,343 2,215Agency and other professional service fees 761 1,080 1,151Communication and data services 792 891 762Policyholder benefits and claims 759 3,002 4,003Other expenses 2,883 3,182 2,921Goodwill amortization/impairment 62 871 771Restructuring activities 583 294 125Total noninterest expenses 20,907 26,714 27,132Income before income tax expense (benefit) and cumulativeeffect of accounting changes

3,549 1,803 6,869

Income tax expense 372 434 2,643Income tax expense (benefit) from the change in effective taxrateand the reversing effect 2,817 995 (9,287)Income before cumulative effect of accounting changes, netof tax

360 374 13,513

Cumulative effect of accounting changes, net of tax 37 (207) –Net income 397 167 13,513

Balance SheetAssetsin m. Dec 31, 2002 Dec 31, 2001Cash and due from banks 8,979 10,388Interest-earning deposits with banks 25,691 37,986Central bank funds sold and securities purchased under resaleagreements

117,689 103,685

Securities borrowed 37,569 40,318Trading assets

of which EUR70billion and EUR16billion were pledged to creditors andcan be sold or repledged at December 31, 2002 and 2001, respectively

297,062 293,653

Securities available for saleof which EUR736million and EUR524million were pledged to creditorsand can be sold or repledged at December 31, 2002 and 2001,respectively

21,619 71,666


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Other investments 10,768 11,997Loans, net 167,303 259,838Premises and equipment, net 8,883 9,806Goodwill 8,372 8,741Other intangible assets, net 1,411 206Other assets related to insurance business 7,797 13,875Due from customers on acceptances 99 553Accrued interest receivable 4,208 5,907Other assets 40,905 49,603Total assets 758,355 918,222

Liabilities and Shareholders’ Equityin m. Dec 31, 2002 Dec 31, 2001Noninterest-bearing deposits

Domestic offices 21,960 22,244Foreign offices 8,598 7,487

Interest-bearing depositsDomestic offices 95,033 96,659Foreign offices 202,034 247,699

Total deposits 327,625 374,089Trading liabilities 131,212 121,329Central bank funds purchased and securities sold under repurchaseagreements

90,709 81,375

Securities loaned 8,790 7,620Other short-term borrowings 11,573 20,472Acceptances outstanding 99 553Insurance policy claims and reserves 8,557 35,241Accrued interest payable 4,668 7,423Other liabilities 37,695 58,943Long-term debt 104,055 166,908Trust preferred securities 3,103 4,076Obligation to purchase common shares 278 –Total liabilities 728,364 878,029

Common shares, no par value, nominal value of 2.561 1,592 1,591Additional paid-in capital 11,199 11,253Retained earnings 22,087 22,619Common shares in treasury, at cost2 (1,960) (479)Equity classified as obligation to purchase common shares (278) –Share awards 955 899Accumulated other comprehensive incomeDeferred tax on unrealized net gains on securities available for salerelating to 1999 and 2000 tax rate changes in Germany

(3,043) (5,860)

Unrealized net gains on securities available for sale, net of applicable taxand other

156 9,279

Unrealized net gains (losses) on derivatives hedging variability of cashflows, net of tax

1 (1)

Minimum pension liability, net of tax (8) –Foreign currency translation, net of tax (710) 892Total accumulated other comprehensive income (3,604) 4,310Total shareholders’ equity 29,991 40,193Total liabilities and shareholders’ equity 758,355 918,222

1 Issued: 2002: 621,854,246 shares; 2001: 621,568,446 shares.

2 Common shares in treasury, at cost: 2002: 36,407,292 shares; 2001: 7,092,821 shares.


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4.8 (a) First Quarter Results 2003

By a media release dated 30 April 2003, Deutsche Bank reported its results for the first quarter of 2003.In the first quarter of 2003, Deutsche Bank reported income before income tax expense of EURO 234million. In comparison, the pre-tax income for the first quarter of 2002 was EURO 1.27 billion whichincluded gains on sales of industrial holdings.

The first quarter 2003 result was subject to net charges of EURO 718 million which resulted from aregular review of principal investments and took into account the difficult market conditions in the firstquarter of 2003. Due to the non tax-deductible nature of most of these charges, Deutsche Bankrealised a net loss for the quarter of EURO 219 million (compared to a first quarter 2002 net income ofEURO 597 million).

As a result of the strong performance in Deutsche Bank’s main business activities and the significantcost reductions, underlying pre-tax profit for the first quarter of 2003 was EURO 950 million, up by 72per cent from EURO 551 million in the respective first quarter of 2002 (and compared to a fourthquarter 2002 underlying pre-tax profit of EURO 147 million).

Total non interest expenses were down 27 per cent to EURO 4.38 billion. Total new provisions forcredit losses were EURO 350 million in the first quarter of 2003. (This compares with EURO 384million in the first quarter of 2002). This is the second consecutive quarter of reducing loan lossprovisions after a peak in Autumn 2002. Additionally, the Bank has started to systematically hedge itsnew loans with derivatives.

4.8 (b) Second Quarter Results 2003

By a media release dated 31 July 2003, Deutsche Bank reported its results for the second quarter of2003. In the second quarter of 2003, Deutsche Bank reported income before income tax expense ofEURO 1.1 billion, compared to EURO 234 million for the first quarter of 2003.

Net income for the second quarter of 2003 was EURO 572 million compared with EURO 204 million inthe second quarter of 2002. Income tax expense (before tax reversal effects) was EURO 503 million inthe second quarter of 2003 (compared with EURO 150 million in the second quarter of 2002) andincludes one-off effects following changes in German tax law in May 2003.As a result of the continued strong performance in Deutsche Bank’s core businesses, underlying pre-tax profit for the second quarter of 2003 was EURO 1.2 billion, up by 70 per cent from EURO 726million in the second quarter of 2002 and up by 30 per cent from EURO 950 million in the first quarter of2003.

Underlying revenues increased from EURO 5.6 billion in the first quarter of 2003 to EURO 6.0 billion inthe second quarter of 2003. They declined 5 per cent compared to the second quarter of 2002reflecting the effects of the sale of non-core businesses and shifts in exchange rates.

Deutsche Bank’s improved key ratios are proof of the successful transformation of its business model.The underlying pre-tax return on equity grew from 9 per cent in the second quarter of 2002 to 17 percent in the second quarter of 2003, while the positive operating leverage resulted in a decrease ofDeutsche Bank’s underlying cost/income ratio from 80 per cent in the second quarter of 2002 to 74 percent in the second quarter of 2003.


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5. DESCRIPTION OF THE UNDERLYING SECURITY FOR CALL WARRANTS

5.1 Introduction

Each Corporation is subject to continuous disclosure obligations arising under the Corporations Actand the ASX Business Rules. Each Corporation therefore is obliged to disclose to the ASX allinformation which a reasonable person would expect, if it were generally available, to have amaterial effect on the price or value of its securities as soon as it becomes aware of that information.Deutsche Bank is not able to do anything more than rely on that information publicly disclosed by therelevant Corporation, and to do so in this document is unlikely to be helpful to potential investorsgiven the likelihood that the information cannot be verified by Deutsche Bank and will soon besuperseded. Potential investors should therefore refer to the disclosures made by each Corporationfor current information and should make their own enquiries about and assessments of theCorporation including the historical performance of the Underlying Securities and the prospects ofthe Corporation in light of their own particular circumstances.

6. DIRECTORY

Warrant Issuer Deutsche Bank AktiengesellschaftLevel 18225 George StreetSYDNEY NSW 2000AUSTRALIA

Broker to the Issue Deutsche Securities Australia LimitedLevel 18225 George StreetSYDNEY NSW 2000AUSTRALIA

Warrant Issuer’s Auditor KPMG Deutsche Treuhand-GesellschaftAktiengesellschaftWirtschaftsprüfungsgesellschaft

Registrar Computershare Investor Services Pty LimitedLevel 360 Carrington StreetSYDNEY NSW 2000


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7. EXECUTION

SIGNED, SEALED AND DELIVERED )for and on behalf of )DEUTSCHE BANK AKTIENGESELLSCHAFT )by ) and )

its duly appointed Sub-Attorneys under its )Power of Sub-Attorney dated 26 June 2003 ) in the presence of: )

Witness:

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EXERCISE NOTICEDEUTSCHE BANK CALL WARRANTS

To: Deutsche Bank AktiengesellschaftLevel 18, 225 George StreetSydney NSW 2000

Attention: Scrip Supervisor

Dear Sirs

I/we*, being the holder/entitled to be registered as holder* of the number of Warrants relating to thesecurities specified below, each subject to the terms specified in Section 3 to the Offering Circularissued by Deutsche Bank Aktiengesellschaft and dated 9 September 2003 (“Terms”):

(a) exercise under Section 3.12 of the Terms in respect of those Warrants the right granted underClause 3.3 of the Terms; and

(a) appoint you on the terms set out in Section 3.16 of the Terms.

This notice is accompanied by a cheque payable in your favour for the aggregate Exercise Price (asdefined by the Terms) plus applicable Transfer Cost.

I/we** represent and agree that I/we am/are not in the United States and am/are not a US person (asdefined in Regulation S under the US Securities Act of 1933) and I/we am/are not acting for theaccount or benefit of a US person.**

Registration Name:

Registered Address:Warrants exercised Series Number

CHESS Details:(See note 1 below)

PID: HIN:

SRN:(See note 1 below)Transfer Cost Identifying Number:Date:

SIGNED BY THE HOLDER:

* Delete whichever is inapplicable.** This is because neither the Warrants nor the Underlying Securities have been or will be registered

under the US Securities Act of 1933 or under the securities laws of any jurisdiction outside of Australia.

1 Insert your PID and HIN if the Warrants are held on the CHESS Subregister (securities will be enteredinto your CHESS holding). Insert your SRN if the Warrants are held on the Issuer SponsoredSubregister.

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APPLICATION FORMDEUTSCHE BANK WARRANTS

Application Forms must be completed in accordance with the instructions on the back of this form.

Name:(if a company, full name andACN/ARBN/ABN)*Address:

Street

State PostcodeSubscription Number:(will be provided by Deutsche SecuritiesAustralia Limited upon commitment)Series: Number of Warrants

applied for:Subscription Price:(will be provided byDeutsche SecuritiesAustralia Limited uponcommitment)

Total Premium:

GOLDWDAGOLDWDB(European Call)

A$ A$

Total Premium Payable on Application : A$Place where this Application is signed:(City or State)CHESS Details: PID: HIN:

Date:

I/We**, whose full name(s) and address(es) appear above, apply for the number of Warrants (specified above),to be issued in accordance with the terms of the Offering Circular dated 9 September 2003 issued by DeutscheBank. I/We** agree to accept the Warrants on the terms set out in the Offering Circular to which this ApplicationForm was attached and to represent and agree as set out in Section 2.37 of that Offering Circular.

If the applicant is a companySigned by a duly authorised signatory/attorney of Executed on behalf of

................................................ ................................................in accordance with ................................................its Constitution in Director

................................................ the presence of:................................................Director/Secretary

*Applicants must be an associate of Deutsche Bank, an ASX Participating Organisation or a nomineecompany of an ASX Participating Organisation. Applicants must not be US persons or acting for the account orbenefit of US persons.

**Delete whichever is inapplicable

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INSTRUCTIONS TO APPLICANTS

* Applications may only be made by associates of Deutsche Bank, by an ASX ParticipatingOrganisation or its nominee company.

* Application Forms must not be handed on unless attached to the Offering Circular.

* Applications must be for at least 1000 Warrants, or any other multiple of 1000 Warrants.

* The Application Form must be signed by the applicant, or by the applicant’s attorney(s) or authorisedsignatory. The application form requires the applicant to make certain representations andagreements.

* Joint applications must be signed by all applicants.

* An application by a company must be in accordance with its constitution.

* Applications for Warrants offered by this Offering Circular must be made on the Application Form andlodged, unless otherwise agreed with Deutsche Bank, together with a cheque from the ASXParticipating Organisation in the amount of the subscription price (Premium), with Deutsche Bank atLevel 18, 225 George Street, Sydney, New South Wales, Australia (Attention: Scrip Supervisor).

* Cheques in payment of the aggregate subscription price (Premium) should be made payable toDeutsche Bank and crossed "Not Negotiable".

* An applicant who is already a participant in CHESS or is sponsored by a CHESS participant may givethe PID of the relevant CHESS participant and the applicant’s HIN or forward a signed ApplicationForm to the applicant's sponsoring participant for completion prior to lodgment. If no CHESS detailsare completed on the Application Form, you will be sponsored by the Warrant Issuer, Deutsche Bank,who will arrange for your Holdings to be registered on the Issuer Sponsored Subregister.

* Applications will not be effective unless and until the proceeds of all cheques have been cleared.

* Applications may be lodged at any time after 9:30a.m. on 9 September 2003 up until thecommencement of trading of the Warrants on the ASX stock market, subject to the right of DeutscheBank to close the issue earlier.

* Applications may not be made by, or for the account or benefit of, US persons (as defined inRegulation S under the US Securities Act of 1933).

* Deutsche Bank reserves the right to refuse any Application Form.