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CIMB is pleased to announce that the Company proposes to acquire from CAHB:

(i) 70% equity interest in CTB comprising 4,900,000 CTB Shares for a total cash consideration of RM17,000,000 or approximately RM3.47 per share (Proposed CTB Acquisition); and

(ii) 70% equity interest in CAFM comprising 3,850,000 CAFM Shares for a total cash consideration of RM18,000,000 or approximately RM4.68 per share (Proposed CAFM Acquisition).

(collectively referred to as the Proposed Acquisitions)

The sale and purchase agreements for the Proposed Acquisitions (SPAs) shall be entered into between CIMB and CAHB once the respective terms and conditions of the Proposed Acquisitions have been finalised. The purchase consideration for the Proposed Acquisitions was arrived at based on a willing buyer-willing seller basis after taking into consideration the audited net tangible assets ("NTA") as at 31 December 2003 and the earnings potential of the CTB and CAFM. Further details of the Proposed Acquisitions will be announced upon the signing of the respective SPAs.

CTB was incorporated in Malaysia on 13 June 1994 under the Companies Act, 1965 (Act) as a private limited company under the name of Emount Sdn Bhd. On 31 October 1995, its name was changed to CIMB OCBC Unit Trust Management Sdn Bhd and it was converted into a public limited company on 4 November 1995. Subsequently, on 20 June 1997, its name was changed to Commerce-BT Unit Trust Management Berhad. It assumed its present name on 11 February 2000.

CTB has an authorised share capital of RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each of which RM7,000,000 comprising 7,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up as at 31 July 2004.

The principal activities of CTB are the establishment and management of unit trust funds. CTB currently has 11 unit trust schemes with total funds managed of approximately RM2.2 billion as at 31 July 2004.

The latest audited NTA and profit after tax (PAT) of CTB for the financial year ended 31 December 2003 were RM13,906,489 and RM3,320,229 respectively.

Principal Financial Australia (Holdings) Pty Ltd (PFA) holds the remaining 30% equity interest in CTB.

CAFM was incorporated in Malaysia on 20 February 1995 under the Act as a private limited company under its present name.

CAFM has an authorised share capital of RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each of which RM5,500,000 comprising 5,500,000 ordinary shares of RM1.00 each have been issued and fully paid-up as at 31 July 2004.

The principal activity of CAFM is the business of fund management. CAFM manages funds on behalf of CTB and other clients totalling approximately RM4.1 billion as at 31 July 2004.

The latest audited NTA and PAT of CAFM for the financial year ended 31 December 2003 were RM14,378,322 and RM3,408,400 respectively.

PFA holds the remaining 30% equity interest in CAFM.

CAHB was incorporated in Malaysia as Bian Chiang Bank Berhad on 24 December 1956 under the Sarawak Companies Ordinance No 38 of 1956. On 20 August 1979, its name was changed to Bank of Commerce Berhad. CAHB assumed its present name on 10 October 1991. CAHB was officially listed on the Main Board of Bursa Malaysia Securities Berhad on 3 November 1987.

CAHB has an authorised share capital of RM5 billion comprising 5 billion ordinary shares of RM1.00 each of which approximately RM2.67 billion comprising approximately 2.67 billion ordinary shares of RM1.00 each have been issued and fully paid-up as at 31 July 2004.

The principal activities of CAHB are those of investment holding, management company, property management, provision of consultancy services and dealing in securities whilst its subsidiaries are mainly involved in retail banking, business banking, corporate banking, treasury, fund management, unit trust management, life assurance business, offshore activities, merchant banking and provision of related financial services, carrying on the business of a discount house, stock and share broking, futures broking, offshore banking, trading in securities and provision of nominees services.

The latest audited consolidated NTA and PAT of CAHB for the financial year ended 31 December 2003 were RM7.58 billion and RM782.30 million respectively.

The Proposed Acquisitions will enable CIMB to participate in the fund management and unit trust business through the 70% equity interest holding in CTB and CAFM respectively. This strategic move would result in CIMB having the full complement of capital market activities and enable CAHB and its subsidiaries to synergise all their capital markets operations to extract maximum value. The Proposed Acquisitions will also present opportunities for CIMB to expand and diversify its earnings base by increasing its annuity income streams.

6.1 Share capital and substantial shareholdings

The Proposed Acquisitions will not have any effect on the issued and paid-up share capital and shareholdings of the substantial shareholders of CIMB.

6.2 Earnings

The Proposed Acquisitions are not expected to have any material effect on the earnings of the CIMB Group for the financial year ending 31 December 2004. However, the Proposed Acquisitions are expected to contribute positively to the earnings of CIMB Group in the future.

6.3 NTA

The Proposed Acquisitions will not have any material effect on the NTA of the CIMB Group.

The Proposed Acquisitions are subject to and are conditional upon approvals being obtained from the following:

(i) Bank Negara Malaysia;

(ii) Securities Commission (SC); and

(iii) SC (on behalf of the Foreign Investment Committee).

Upon completion of the Proposed CTB Acquisition, CIMB would hold 70% of the issued and paid-up share capital of CTB. Pursuant to Part II of the Malaysian Code on Take-Overs and Mergers 1998 (Code), CIMB will be obliged to undertake a mandatory offer to acquire the remaining shares in CTB it does not already own pursuant to the Proposed CTB Acquisition, in the event that PFA does not give a letter of undertaking not to accept an offer pursuant to an exemption to be sought under Practice Note 2.9.6 of the Code.

Pursuant to Chapter 10.08 of the Listing Requirements of Bursa Malaysia Securities Berhad, the Proposed Acquisitions are related-party transactions as they involve the interests of CAHB, as vendor for the Proposed Acquisitions, which is also a substantial shareholder of CIMB.

Dr. Rozali Mohamed Ali is a common Director of CAHB and CIMB and is therefore deemed interested in the Proposed Acquisitions. He has abstained and will continue to abstain from all deliberations and voting on the relevant resolutions pertaining to the Proposed Acquisitions at the relevant meetings of the board of Directors (Board) of CIMB.

Save as disclosed in Section 9 above, as far as the Directors of CIMB are aware, none of the Directors, substantial shareholders of CIMB and/or persons connected to them has any interest, direct or indirect, in the Proposed Acquisitions.

The Board, having considered all aspects of the Proposed Acquisitions, is of the opinion that the Proposed Acquisitions are in the best interest of CIMB.

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