Xenon Alpha Plus 2 Prospectus

Important Notice

Potential investors should read the Prospectus in its entirety before deciding whether to invest in Xenon Alpha Plus 2. The Prospectus contains important information about the risks associated with an investment in Xenon Alpha Plus 2 (see section 7). The Prospectus does not take into account the investment objectives, financial situation and particular needs of each potential investor. Deutsche Xenon 2 recommends that before you decide whether to invest in Xenon Alpha Plus 2 you contact your broker, financial planner or licensed securities adviser.

Offers of Xenon Alpha Plus 2 will be made only pursuant to the Prospectus dated 9 March 2005 and lodged with the Australian Securities and Investments Commission ("ASIC") on that date.

The offer of Xenon Alpha Plus 2 will be made in, or accompanied by, a copy of the Prospectus and anyone wishing to acquire Xenon Alpha Plus 2 will need to complete the Application Form that will be in, or accompany, the Prospectus. The Corporations Act prohibits any person from passing on to another person an Application Form which is attached to the Prospectus for the issue of Xenon Alpha Plus 2, unless the Application Form is attached to or accompanying a complete and unaltered copy of the Prospectus. A person who gives another person access to an Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus. You may obtain a paper copy of the Prospectus, any supplementary prospectus and the Application Forms which will be provided to you, at no charge, upon request by telephoning your broker, financial planner or licensed securities adviser (who should contact the Arranger to obtain them) or the Information Line on 1800 455 662 (free call). Applications for Xenon Alpha Plus 2 will only be accepted if made on an Application Form issued together with the Prospectus, or on a printed Application Form accompanying the electronic Prospectus on this website.

Under the Corporations Act, Deutsche Xenon 2 is prohibited from accepting applications for seven days after lodgement of the Prospectus with ASIC and this period may be extended by ASIC by up to a further seven days. This "exposure period" allows the Prospectus to be examined by market participants prior to the offer opening. Applications received during the exposure period will not be processed until after the expiry of this period.

Deutsche Australia is offering to arrange the issue of Xenon Alpha Plus 2 by Deutsche Xenon 2 under the Prospectus.

The repayment of your principal, payment of any dividend and the performance of Deutsche Xenon 2, each as described in the Prospectus, are not guaranteed by Deutsche Bank, Deutsche Australia, nor by any related parties or associates of Deutsche Bank ("Deutsche Bank Group"). No member of the Deutsche Bank Group makes any representation or gives any guarantee or assurance as to, or stands behind, the capital value and/or performance of Deutsche Xenon Alpha Plus 2, the assets of Deutsche Xenon 2, the payment of any dividend on Xenon Alpha Plus 2, the repayment of amounts invested in Xenon Alpha Plus 2, or any particular rate of overall return. Investments in Xenon Alpha Plus 2 do not represent deposits or other liabilities of Deutsche Bank or any other member of the Deutsche Bank Group.

Xenon Alpha Plus 2 is an investment in shares of Deutsche Xenon 2 and is subject to investment risk, including possible delays in repayment and loss of income and principal invested. Various members of the Deutsche Bank Group have entered into certain arrangements with Deutsche Xenon 2 which are described in the Prospectus.

Deutsche Xenon 2, Deutsche Australia and Deutsche Bank assume that you are capable of evaluating the merits and risks of any investment in Xenon Alpha Plus 2, the suitability of Xenon Alpha Plus 2 for you and such investment's legal, taxation, accounting and financial implications and that in making this evaluation you are not relying on any recommendation or statement of opinion (or any report of either of those things) by Deutsche Xenon 2, Deutsche Australia and Deutsche Bank. Before deciding whether to invest in Xenon Alpha Plus 2, you should ensure that you independently assess these things and fully understand Xenon Alpha Plus 2. Deutsche Xenon 2, Deutsche Australia and Deutsche Bank are not acting as your advisers or assuming any duty of care in this respect. Deutsche Xenon 2 recommends that before you decide whether to invest in Xenon Alpha Plus 2 you contact your broker, financial planner or licensed securities adviser.

To the extent permitted by applicable law, Deutsche Xenon 2, Deutsche Australia and Deutsche Bank and their affiliates, officers and employees expressly exclude any liability whatsoever for any direct or consequential loss arising from the use of this site or its contents, including for negligence.

The Prospectus and other information provided on the Deutsche Xenon website are available to residents of Australia accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia DO NOT download, print or view the Prospectus accessible through this web page. By accessing the Prospectus, you acknowledge and confirm that you are a resident of Australia accessing this website from within Australia. The distribution of the Prospectus outside Australia may be restricted by law. If you come into possession of the Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any non-compliance with such restrictions may contravene applicable securities laws. The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register Xenon Alpha Plus 2 or otherwise permit an offering of Xenon Alpha Plus 2 in any jurisdiction outside of Australia.

In particular, Xenon Alpha Plus 2 have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the benefit of, any "U.S. Person" (as defined in Regulation S under that Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

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

You should ensure that any copy of the Prospectus you view or print is complete. Deutsche Xenon 2 is not liable for any loss incurred from accessing or relying on the Prospectus including but not limited to data corruption on download.

ACKNOWLEDGEMENT

The information on this website is provided for informational purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, accounting, business, tax or other advice, nor is it to be relied on in making an investment in Xenon Alpha Plus 2. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

Please note that applications for Xenon Alpha Plus 2 may only be made through your broker, financial planner or licensed securities adviser. Applications that are not made through your broker, financial planner or licensed securities adviser may not be accepted.

For further information, please call the Xenon information line on 1800 455 662 (free call).