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CIMBB is pleased to announce that the Securities Commission (SC) had, via their letter dated 2 November 2004 (which was received on 4 November 2004), granted their approval for the Proposed CP Programme and MTN Programme subject to the following terms and conditions:

(i) Commerce International Merchant Bankers Berhad (CIMB) and CIMBB are to obtain the prior approval of the SC should there be any changes to the terms and conditions of the Proposed CP Programme and MTN Programme;

(ii) Prior to the issuance of the Proposed CP Programme and MTN Programme, CIMB is required to submit the following information and documents to the SC:

(a) A copy of the Facility Maintenance File form for the Proposed CP Programme and MTN Programme;

(b) A certified true copy of the executed trust deeds for the Proposed CP Programme and MTN Programme;

(c) A copy of the rating report for the Proposed CP Programme and MTN Programme;

(d) The primary subscriber of the CP Programme and MTN Programme in a bought deal issue;

(e) List of subscribers for the Proposed CP Programme and MTN Programme (other than the primary subscriber in a bought deal) or placees for the CP Programme and MTN Programme, together with the amount subscribed, price subscribed and the yield-to-maturity, when the CPs and MTNs are first placed out;

(f) List of names of the tender panel members for the CP Programme; and

(g) A hard copy and soft copy of the complete principal terms and conditions for the CP Programme and the MTN Programme in the specified format;

(a) Date of issue;

(b) Size of issue;

(c) Mode of issue;

(d) Utilisation of proceeds raised from the issue;

(e) Minimum level of subscription and actual level of subscription;

(f) Tenure of the issue;

(g) Issue price, yield to maturity and coupon rates or its equivalent rates, where applicable;

(h) Revisions of the rating, if any, since the date of the last drawdown;

(i) The list of names of the primary subscriber(s) for the CP and MTN; and

(j) The list of names of the subscribers (other than the primary subscriber in a bought deal) or placees for the CP and MTN, amount subscribed, price subscribed and the yield-to-maturity;

(a) CIMB as a wholly-owned subsidiary of CIMBB;

(b) Dr Rozali bin Mohamed Alis role as a common Director of CIMB, Commerce Asset-Holding Berhad and CIMBB; and

(c) All other conflict and potential conflict of interest arising from the Proposed CP Programme and MTN Programme;

together with relevant mitigating measures. CIMB is to also inform all prospective investors that the Board of Directors of CIMBB is fully informed of and aware of the conflict of interest situations and is agreeable to proceed with the present arrangement;

(a) Details on utilisation of proceeds (including the details of the refinancing of borrowings, the assets acquired and capital expenditure) must be made available to all potential investors and relevant parties, including the rating agency in a timely manner;

(b) Relevant approval in relation to the assets acquisition is obtained, in the event approval from any authorities is required for the assets acquisition. The details of the said approval, if any, must be made available to all potential investors and relevant parties, including the rating agency in a timely manner;

(c) The utilisation of proceeds is in compliance with the Negative List issued by National Bond Market Committee;

(d) Provisions are made in the trust deed for the Proposed CP Programme and MTN Programme to ensure that the relevant supporting documents substantiating the utilisation of issue proceeds be provided to the trustee prior to any issue/drawdown of the CP and/or MTN; and

(e) Details of the non-identification of specific utilisation of proceeds and the necessary procedures to disclose this information are clearly detailed out in the information memorandum to be issued.

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