SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

offered or sold, directly or indirectly, and neither this Information Memorandum nor any
Supplemental Information Memorandum nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this
Information Memorandum, any Supplemental Information Memorandum or any Securities
come must inform themselves about, and observe, any such restrictions. In particular, there are
restrictions on the distribution of this Information Memorandum and any Supplemental
Information Memorandum and the offer or sale of Securities in the United States, the European
Economic Area (including the United Kingdom and the Republic of Ireland) and Japan (see
"Subscription and Sale and Transfer Restrictions" on page 180 below).
The Securities have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and may
include Securities in bearer form that are subject to U.S. tax law requirements. Consequently,
the Securities may not be offered, sold, resold, delivered or transferred within the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities
laws. The Securities have not been approved or disapproved by the United States Securities and
Exchange Commission or any other securities commission or other regulatory authority in the
United States, nor have the foregoing authorities reviewed or passed upon the accuracy or
adequacy of this Information Memorandum or any Supplemental Information Memorandum.
Any representation to the contrary is a criminal offence. Prospective purchasers of Securities
that are QIBs are hereby notified that the seller of such Securities may be relying on the
exemption from the registration requirements of the Securities Act provided by Rule 144A
thereof. In addition, the Issuer has not been and will not be registered as an "investment
company" under the United States Investment Company Act of 1940, as amended (the "1940
Act"). Accordingly, the Securities may only be sold in the United States or to U.S. persons in
compliance with Section 3(c)(1) of the 1940 Act or to a person that is also a "qualified
purchaser" as defined in Section 2(a)(51) of the 1940 Act and the rules thereunder. For a
description of certain restrictions on offers and sales of Securities in the United States, see
"Subscription and Sale and Transfer Restrictions" on page 180 below and such further
restrictions as may be described in the relevant Supplemental Information Memorandum.
In addition, the Securities may not be offered, sold or transferred to any U.S. person (as defined
in Regulation S) that is a benefit plan investor, is using the assets of a benefit plan investor to
acquire such Securities or that will at any time hold such Securities for a benefit plan investor
(including assets that may be held in an insurance company's separate or general accounts where
assets in such accounts may be deemed "plan assets" for purposes of ERISA). For the purposes
hereof, the term "benefit plan investor" means (A) any employee benefit plan (as defined in
section 3(3) of ERISA), (B) any plan described in section 4975(e)(1) of the U.S. Internal
Revenue Code, or (C) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (within the meaning of the U.S. Department of Labor Regulations
section 2510.3-101) and the term "ERISA" means the U.S. Employee Retirement Income
Security Act of 1974, as amended.
This Information Memorandum is being submitted on a confidential basis in the United States to
a limited number of QIBs and, if so indicated in the Issue Terms, IAIs (each term as defined
below) for informational use solely in connection with the consideration of the purchase of the
Securities. It may not be copied or reproduced in whole or in part nor may it be distributed or
any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
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