Annual-Report-2005.pdf

Bumiputra-Commerce Holdings Berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Transforming for

growth

ANNUAL␣ REPORT␣ 2005

Our strategic transformation

is in line with our aim of

becoming a leading integrated

financial services group in

the region, whilst maximising

shareholder value.

Bumiputra-Commerce Holdings Berhad (BCHB) (formerly

known as Commerce Asset-Holding Berhad) Group is a

leading financial services player in Malaysia with a

growing presence in South East Asia. BCHB has been

listed on Bursa Malaysia Securities Berhad since 1987.

As at 30 December 2005, it is the eighth largest company

by market capitalisation amounting to RM15.698 billion.

In 2005, the Group undertook a significant step towards

creating a universal banking platform through the internal

restructuring of its investment and commercial banking

arms, namely CIMB Berhad and Bumiputra-Commerce

Bank Bhd. The Group is involved in the full suite of

investment banking and commercial banking services.

From a regional perspective, BCHB has a 65% stake in

Indonesia’s seventh largest bank, P.T. Bank Niaga and

in 2005, CIMB acquired the stock broking businesses of

GK Goh Holdings Limited, Singapore.

The Group is also involved in venture capital, life & general

insurance and takaful business. As for the insurance

business, a new insurance holding company, namely

Commerce International Group Berhad was established

at the end of 2005 to facilitate shared services and provide

overall strategic direction for the Group’s insurance and

takaful businesses.

London

Corporate

Malaysia

Jakarta

Singapore

Bangkok

Hong Kong

Profile

Tokyo

Brunei

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

contents

Notice of Annual General Meeting 2

Statement Accompanying

Notice of Annual General Meeting 4

Achievements and Awards 10

Corporate Information 12

• Group Corporate Structure 14

• Corporate Data 15

• Board of Directors 16

• Profile of the Directors 18

• Senior Management 22

• Profile of the Senior Management 23

• Profile of Directors for Major

Operating Units of the Group 24

Performance Review 30

• Five Year Group

Financial Highlights 32

• Group Financial Highlights 34

• Group Performance 35

• Chairman’s Message 37

• Key Business Review 45

– BCB Group 46

– CIMB Group 50

– Bank Niaga 53

• Strategic Transformation 56

• Economic Outlook 59

• Investor Relations 61

Corporate Social Responsibility 62

• The Group that Cares 64

• BCHB Group 2005

Calendar of Corporate Events 69

Corporate Governance 76

• Statement on Corporate Governance 78

• Statement on Internal Control 84

• Audit Committee Report 86

• Risk Management 88

• Additional Compliance Information 95

• Statement of Directors’ Responsibility 95

• Financial Calendar 96

Reports and Financial Statements 97

Share Performance 258

Shareholders’ Statistics 259

Properties of the Group 261

The Commerce Group 269

Group Directory 272

Directory of BCB Branches 275

Directory of Bank Niaga Branches 285

Proxy Form

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Forty-Ninth (49th) Annual General Meeting of

Bumiputra-Commerce Holdings Berhad will be held at Banquet Hall, Kuala Lumpur

Convention Centre, Kuala Lumpur City Centre, Kuala Lumpur, on Thursday, 27 April

2006 at 9.30 a.m. to transact the following businesses:-

AGENDA

1. To receive and adopt the Audited Financial Statements for

the year ended 31 December 2005 and the Reports of the

Directors and Auditors thereon. Resolution 1

2. To declare a first and final dividend of 10.0 sen less income

tax and special dividend of 5.0 sen less income tax for the

year ended 31 December 2005 as recommended by the

Directors payable on 29 May 2006 to shareholders registered

in the Company’s books at the close of business on 8 May

2006. Resolution 2

3. To re-elect the following Directors who retire in accordance

with the Company’s Articles of Association:

3.1 YBhg Tan Sri Dato’ Mohd Desa Pachi Resolution 3

3.2 YBhg Tan Sri Datuk Asmat Kamaludin Resolution 4

3.3 YBhg Dato’ Mohd Salleh Mahmud Resolution 5

3.4 YBhg Dato’ Anwar Aji Resolution 6

3.5 En Mohd Shukri Hussin Resolution 7

3.6 YBhg Dato’ Mohamed Nazir Razak Resolution 8

4. To approve the payment of Directors’ fees amounting to

RM90,000 per director per annum in respect of the year ended

31 December 2005. Resolution 9

5. To re-appoint PricewaterhouseCoopers as Auditors of the

Company and to authorise the Board of Directors to fix their

remuneration. Resolution 10

6. To transact any other ordinary business.

As special business:

To consider and if thought fit to pass the following Ordinary

Resolutions:

7. Proposed renewal of the authority for the issue of new ordinary

shares. Resolution 11

“THAT pursuant to Section 132D of the Companies Act, 1965,

the Directors be and are hereby authorised to issue shares in

the Company at any time until the conclusion of the next

Annual General Meeting and upon such terms and conditions

and for such purposes as the Directors may in their absolute

discretion deem fit provided that the aggregate number of

shares to be issued does not exceed 10 percent of the issued

share capital of the Company for the time being, subject

always to the approval of all the relevant regulatory bodies

being obtained for such allotment and issue.”

8. Proposed renewal of the authority for the purchase of own

ordinary shares. Resolution 12

“THAT, subject to the Companies Act, 1965 (as may be

amended, modified or re-enacted from time to time), the

Company’s Articles of Association and the requirements of

the Bursa Malaysia Securities Berhad (“Bursa Securities”) and

approvals of all relevant governmental and/or regulatory

authorities, the Company be and is hereby authorised to

purchase such number of ordinary shares of RM1.00 each in

the Company (“Proposed Shares Buy-Back”) as may be

determined by the Board of Directors of the Company from

time to time through Bursa Securities upon such terms and

conditions as the Board of Directors may deem fit and

expedient in the interest of the Company provided that the

aggregate number of ordinary shares purchased and/or held

pursuant to this resolution does not exceed ten per centum

(10%) of the total issued and paid-up share capital of the

Company at any point in time and an amount not exceeding

the total retained profits of approximately RM683.6 million

and/or share premium account of approximately RM2,038.4

million of the Company based on the audited financial

statements for the financial year ended 31 December 2005

be allocated by the Company for the Proposed Shares Buy-

Back AND THAT the ordinary shares of the Company to be

purchased are proposed to be cancelled and/or retained as

treasury shares and subsequently be cancelled, distributed

as dividends or re-sold on Bursa Securities AND THAT the

Board of Directors of the Company be and are hereby

empowered generally to do all acts and things to give effect

to the Proposed Shares Buy-Back AND THAT such authority

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

shall commence immediately upon passing of this ordinary

resolution until:

i. the conclusion of the next AGM of BCHB in 2007 at which

time such authority shall lapse unless by ordinary

resolution passed at that meeting, the authority is

renewed either unconditionally or subject to conditions;

ii. the expiration of the period within which the next AGM

after that date is required by law to be held; or

iii. revoked or varied by ordinary resolution passed by the

shareholders of the Company in a general meeting;

whichever is the earlier but not so as to prejudice the

completion of purchase(s) by the Company before the

aforesaid expiry date and, in any event, in accordance with

the provisions of the guidelines issued by Bursa Securities

and/or any other relevant authorities.”

NOTICE OF BOOKS CLOSURE

Notice is hereby given that the register of members will be closed

from 9 May 2006 to 10 May 2006 (both dates inclusive) to

determine shareholders entitlement to the dividend payment. The

dividend, if approved will be paid on 29 May 2006 to shareholders

whose names appear in the register of members and record of

depositors on 8 May 2006.

Further notice is hereby given that a depositor shall qualify for

entitlement only in respect of:

a. Shares deposited into the depositor’s securities accounts

before 12.30 p.m. on 4 May 2006 (in respect of shares which

are exempted from mandatory deposit).

b. Shares transferred into the depositor’s securities accounts

before 4.00 p.m. on 8 May 2006 in respect of ordinary transfer.

c. Shares bought on Bursa Securities on a cum entitlement basis

according to the rules of the Bursa Securities.

Shareholders are reminded that pursuant to the Securities Industry

(Central Depositories) (Amendment) (No. 2) Act, 1998 which came

into force on 1 November 1998, all shares not deposited with

Malaysian Central Depository Sdn Bhd by 12.30 p.m. on

1 December 1998 and not exempted from mandatory deposit, have

been transferred to the Minister of Finance (“MoF”). Accordingly,

the payment for such undeposited shares will be paid to MoF.

By Order of the Board

Jamil Hajar Abdul Muttalib

(LS 000656)

Idrus Ismail (LS 0008400)

Joint Company Secretaries

Kuala Lumpur

5 April 2006

NOTES:

member of the company entitled to attend

and vote at the meeting may appoint a proxy

or proxies to attend and vote instead of him.

2. A proxy may but need not be a member of

the Company and the provisions of Section

149(1) of the Companies Act, 1965 shall

apply to the Company.

3. Where a member appoints more than one

(1) proxy, the appointment shall be invalid

unless he specifies the proportions of his

holdings to be represented by each proxy.

4. If the appointer is a corporation, the proxy

form must be executed either under seal or

under the hand of its attorney.

5. For a proxy to be valid, all proxy forms should

be deposited at the Registrar’s Office,

Tenaga Koperat Sdn Bhd, 20th Floor, Plaza

Permata, Jalan Kampar, Off Jalan Tun Razak,

50400 Kuala Lumpur not less than forty-

eight hours before the time for holding the

meeting or any adjournment thereof.

6. For a Form of Proxy executed outside

Malaysia, the signature must be attested

by a Solicitor, Notary Public, Consul or

Magistrate.

7. Explanatory note on special business:

Ordinary Resolution 11, if passed, will give

the Directors of the Company authority to

issue ordinary shares in the Company at any

time in their absolute discretion without

convening a General Meeting. The

authorisation will, unless revoked or varied

by the Company at a General Meeting,

expire at the next Annual General Meeting.

8. The details on Resolution 12 on the

proposed renewal of the authority for the

purchase of own ordinary shares is

contained in the Statement Accompanying

Notice of Annual General Meeting in this

Annual Report.

NOTICE OF ANNUAL GENERAL MEETING

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Statement Accompanying Notice

of Annual General Meeting

Statement Pursuant to Paragraph 8.58(2) of the Listing Requirements of Bursa Malaysia Securities Berhad

1. Directors who are standing for re-appointments and re-elections at the 49th Annual General Meeting of the Company.

The Directors retiring pursuant to both Section 129(6) of the Companies Act, 1965 and Article 76 of the Company’s Articles of

Association and seeking re-appointments and re-elections are:

Tan Sri Dato’ Mohd Desa Pachi

Tan Sri Datuk Asmat Kamaludin

Dato’ Mohd Salleh Mahmud

Dato’ Anwar Aji

En Mohd Shukri Hussin and Dato’ Mohamed Nazir Razak were appointed as Directors of the Company on 3 January 2006 and on

27 January 2006 respectively. In accordance with Article 83 of the Company’s Articles of Association, they are seeking re-election.

The details of all the Directors seeking re-appointment/re-elections are set out on the Directors profile which appear on pages 18

to 21 of the Annual Report.

The details of all the Directors’ securities holding in the Company and its subsidiaries (if any) are stated on page 8.

2. Board Meetings held during the financial year ended 31 December 2005.

A total of twelve (12) Board Meetings was held during the financial year ended 31 December 2005 of which four (4) were ordinary

Board meetings, seven (7) were Special Board meetings, and one (1) was a Special Joint Board meeting with the Board members

of CIMB Berhad and Bumiputra-Commerce Bank Berhad.

Date Hours Location Type

3 February 2005 9.30 a.m Boardroom, 12th Floor, Commerce Square Ordinary

9 March 2005 2.00 p.m Boardroom, 12th Floor, Commerce Square Special

15 April 2005 9.30 a.m Boardroom, 12th Floor, Commerce Square Special

29 April 2005 9.30 a.m Boardroom, 12th Floor, Commerce Square Ordinary

5 May 2005 2.30 p.m Boardroom, 12th Floor, Commerce Square Special

5 June 2005 9.30 a.m Boardroom, 10th Floor, CIMB Building Joint Special

29 July 2005 9.30 a.m Boardroom, 12th Floor, Commerce Square Ordinary

16 August 2005 4.00 p.m Boardroom, 12th Floor, Commerce Square Special

21 October 2005 3.00 p.m Boardroom, 12th Floor, Commerce Square Special

31 October 2005 10.00 a.m Boardroom, 12th Floor, Commerce Square Ordinary

9 December 2005 3.00 p.m Boardroom, 12th Floor, Commerce Square Special

22 December 2005 9.00 a.m Boardroom, 12th Floor, Commerce Square Special

3. Details of attendance at Board Meetings held in the financial year ended 31 December 2005.

Name of Directors Number of Meetings attended Percentage of Attendance

Tan Sri Dato’ Mohd Desa Pachi 12 100%

Dato’ Anwar Aji 10 83%

Dato’ Mohd Salleh Mahmud 10 83%

Tan Sri Datuk Asmat Kamaludin 10 83%

Dr. Roslan A. Ghaffar 11 92%

En Izlan Izhab 12 100%

Dr. Rozali Mohamed Ali 8 67%

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Statement of Proposed Renewal of Authority for Bumiputra-Commerce Holdings Berhad to purchase its own shares

(“Proposed Shares Buy-Back”)

1. INTRODUCTION

1.1 Renewal Of Authority For Bumiputra-Commerce Holdings Berhad (“the Company” or “BCHB”) To Purchase Its Own

Shares (“Proposed Shares Buy-Back”)

At the Company’s Annual General Meeting (“AGM”) held on 18 April 2005, the Company had obtained approval from the

shareholders of the Company to purchase its own shares as may be determined by the Board of Directors of the Company

from time to time through Bursa Securities upon such terms and conditions as the Board of Directors may deem fit and

expedient in the interest of the Company provided that the aggregate number of ordinary shares purchased and/or held

pursuant to this resolution does not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company

at any point in time and an amount not exceeding the total retained profits of approximately RM735.1 million and/or share

premium account of approximately RM1,881.1 million of the Company based on the audited financial statements for the

financial year ended 31 December 2004.

The authority obtained by the Board of Directors for purchasing the Company’s own shares in accordance with the Listing

Requirements of Bursa Securities governing shares buy-back by listed companies, will lapse at the conclusion of the coming

forty-ninth (49th) Annual General Meeting (“AGM”).

It is the intention of the Company to renew the authority to purchase its own shares by way of an ordinary resolution.

1.2 Purpose of Statement

The purpose of this Statement is to provide relevant information on the Proposed Shares Buy-Back and to seek your approval

for the ordinary resolution, which is to give effect to the Proposed Shares Buy-Back to be tabled at the coming forty-ninth

(49th) AGM. A notice of the AGM together with the Proxy Form is set out in this Annual Report.

2. DETAILS OF THE PROPOSED SHARES BUY-BACK

The Board proposes to seek shareholders approval for a renewal of the authority to purchase and/or hold in aggregate of up to ten

per centum (10%) of the issued and paid-up share capital of the Company at any point of time through Bursa Securities. Based on

the issued and paid up share capital of the Company as at 28 February 2006 of RM2,764,171,260 comprising 2,764,171,260

ordinary shares of RM1.00 each in the Company (“BCHB shares”), a total of 276,417,126 BCHB Shares may be purchased by the

Company pursuant to the Proposed Shares Buy-Back. The maximum number of shares that can be bought back under this

renewal will take into account the number of shares previously bought back and retained as treasury shares, if any.

Such authority, if so approved, would be effective immediately upon passing of this ordinary resolution until:

i. the conclusion of the next AGM of BCHB in 2007 at which time such authority shall lapse unless by ordinary resolution passed

at that meeting, the authority is renewed either unconditionally or subject to conditions;

ii. the expiration of the period within which the next AGM after that date is required by law to be held; or

iii. revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is the earlier but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry

date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant

authorities.

The Board proposed to allocate an amount of up to retained profits and/or share premium account of the Company for the

purchase of own shares subject to the compliance with section 67A of the Act (as may be amended, modified or re-enacted from

time to time) and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at

the time of the purchase (“Prevailing Laws”). The actual number of BCHB Shares to be purchased will depend on the market

conditions and sentiments of Bursa Securities as well as the retained profits and the share premium account and financial resources

available to the Company. The audited retained profits of the Company as at 31 December 2005 was RM683.6 million whilst the

audited share premium account of the Company as at 31 December 2005 was approximately RM2,038.4 million.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Statement of Proposed Renewal of Authority for Bumiputra-Commerce Holdings Berhad to purchase its own shares

(“Proposed Shares Buy-Back”)

BCHB may only purchase its own shares at a price which is not more than fifteen per centum (15%) above the weighted average

market price for the past five (5) market days immediately preceding the date of the purchase(s). The Company may only resell the

purchased shares held as treasury shares at a price which is not less than the weighted average market price of BCHB Shares for the

five (5) market days immediately preceding the date of re-sale or not less than five per centum (5%) below the weighted average

market price of BCHB Shares for the five (5) market days immediately prior to the re-sale provided that the re-sale takes place no

earlier than 30 days from the date of purchase and the re-sale price is not less than the cost of purchase of the BCHB Shares being

re-sold. The Company shall, upon each purchase or re-sale of shares, make the necessary announcements to the Bursa Securities.

The Proposed Shares Buy-Back will allow the Board to exercise the power of the Company to purchase its own shares at any time

within the abovementioned time period using internal funds of the Company and/or external borrowings. The amount of internally

generated funds and/or external borrowings to be utilised will only be determined later depending on the available internally generated

funds, actual number of BCHB Shares to be purchased, the anticipated future cash flows of the Group and other cost factors.

Purchased BCHB Shares held as treasury shares may be distributed as share dividends, re-sold on Bursa Securities in accordance

with the relevant rules of Bursa Securities, cancelled or continue to be retained as treasury shares. The decision whether to retain

the purchased shares as treasury shares, to cancel the shares purchased, distribute the treasury shares as share dividends and/or

resell the treasury shares on Bursa Securities will be made by the Board at the appropriate time.

The distribution of treasury shares as share dividends may be applied as a reduction of the retained profits or the share premium

account of the Company. The treatment of the purchased shares held as treasury shares either distributed as share dividends or

resold by the Company on Bursa Securities or both will in turn, depend on the availability of, among others, retained profits, share

premium account and tax credits (in relation to Section 108 of the Income Tax Act 1967) of the Company.

While the purchased shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in any

other distributions or otherwise are suspended and the treasury shares shall not be taken into account in calculating the number

of percentage of shares or of a class of shares in the Company for any purposes including, without limiting the generality of the

provision of Section 67A of the Act, the provisions of any law or requirements of the Articles of Associations of the Company or

the Listing Requirements governing substantial shareholding, takeovers, notices, the requisitioning of meetings, quorum for a

meeting and the result of a vote on a resolution at a meeting.

The Proposed Shares Buy-Back will be carried out in accordance with the Prevailing Laws at the time of the purchase including

compliance with the public shareholding spread as required by the Listing Requirements.

The public shareholding spread of the Company before and after the Proposed Shares Buy-Back is as follows:

Before the Proposed After the Proposed

Shares Buy-Back Shares Buy-Back

Public shareholding spread 56.85%*

52.06%*

Notes:

As at 28 February 2006

Based on the assumptions that:

(i) the Proposed Shares Buy-Back involves the aggregate purchase of 276,417,126 BCHB Shares (being an amount of 10% of the issued and

paid up share capital of the Company as at 28 February 2006) which are to be retained as treasury shares;and

(ii) the number of BCHB Shares held by Directors of the BCHB Group, the substantial shareholders of BCHB and persons connected to them

remains unchanged.

3. RATIONALE FOR THE PROPOSED SHARES BUY-BACK

The Proposed Shares Buy-Back will enable the BCHB to utilise any of its surplus financial resources to purchase BCHB Shares.

The increase in Earnings Per Share (EPS), if any, arising from the Proposed Shares Buy-Back is expected to benefit the shareholders

of the Company.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Statement of Proposed Renewal of Authority for Bumiputra-Commerce Holdings Berhad to purchase its own shares

(“Proposed Shares Buy-Back”)

The purchased shares can be held as treasury shares and re-sold on Bursa Securities with the intention of realising potential gain

without affecting the total issued and paid-up share capital of the Company. The distribution of the treasury shares as share

dividends also serves to reward the shareholders of the Company.

4. EVALUATION OF THE PROPOSED SHARES BUY-BACK

4.1 Advantages

The potential advantages of the Proposed Shares Buy-Back are as follows:

(i) Allows the Company to take preventive measures against excessive speculation, in particular when the Company’s

shares are undervalued;

(ii) Allows the Company more flexibility in fine-tuning its capital structure;

(iii) The resultant reduction of share capital base is expected to improve the earnings per share and may strengthen the net

tangible assets (“NTA”) of the remaining shares as well as the probability of declaring a higher quantum of dividend in future;

(iv) To stabilise a downward trend of the market price of the Company’s shares;

(v) Treasury shares can be treated as long-term investments. It makes business sense to invest in our own Company as the

Board of Directors is confident of BCHB’s future prospects and performance in the long term;

(vi) If the Treasury shares are distributed as dividend by the Company, it may then serve to reward the shareholders of the Company.

4.2 Disadvantages

The potential disadvantages of the Proposed Shares Buy-Back are as follows:

(i) The purchase can only be made out of distributable reserves resulting in a reduction of the amount available for distribution

as dividends and bonus issues to shareholders; and

(ii) The purchases of existing shares involve cash outflow from the Company which may otherwise be retained in the

business to generate greater profits.

Nevertheless, the Board of Directors will be mindful of the interests of BCHB and its shareholders in undertaking the Proposed

Shares Buy-Back.

5. EFFECTS OF PROPOSED SHARES BUY-BACK

Assuming that the Company purchases up to 276,417,126 BCHB Shares representing approximately ten per centum (10%) of its

issued and paid-up share capital as at 28 February 2006 and such shares purchased are cancelled or alternatively be retained as

treasury shares or both, the effects of the Proposed Shares Buy-Back on the share capital, NTA, working capital, earnings and

substantial shareholders’ and Directors’ shareholdings as well as the implication relating to the Malaysian Code on Take-Overs and

Mergers 1998 are as set out below:

5.1 Share Capital

In the event that all BCHB Shares purchased are to be cancelled, the Proposed Shares Buy-Back will result in the issued and

paid-up share capital of BCHB as at 28 February 2006 be reduced from RM2,764,171,260 comprising 2,764,171,260 BCHB

Shares to RM2,487,754,134 comprising 2,487,754,134 BCHB Shares. However, it is not expected to have any effect on the

issued and paid-up share capital if all BCHB Shares purchased are to be retained as treasury shares.

The effects of the Proposed Shares Buy-Back on the issued and paid up share capital of BCHB are illustrated below:

As per audited financial statements As at After share purchase

as at 31 December 2005 28 February 2006 and cancellation

Issued and paid up share capital (RM) 2,756,398,260 2,764,171,260*

2,487,754,134*

Notes:

After issuance of 7,773,000 BCHB Shares pursuant to Employee Share Option Scheme

Assuming approximately 10% or 276,417,126 BCHB Shares are purchased and cancelled

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Statement of Proposed Renewal of Authority for Bumiputra-Commerce Holdings Berhad to purchase its own shares

(“Proposed Shares Buy-Back”)

5.2 Net Tangible Asset (“NTA”) and Working Capital

The effects of the Proposed Shares Buy-Back on the NTA per share of the Group are dependent on the purchase prices of

BCHB Shares and the effective funding cost or loss in interest income to the Group.

If all BCHB Shares purchased are to be cancelled or retained as treasury shares, the Proposed Shares Buy-Back will reduce

the NTA per share when the purchase price exceeds the NTA per share at the relevant point in time. On the contrary, the

NTA per share will be increased when the purchase price is less than the NTA per share at the relevant point in time.

The Proposed Shares Buy-Back will reduce the working capital of the Group, the quantum of which will depend on the

amount of financial resources to be utilised for the purchase of BCHB Shares.

5.3 Earnings

The effects of the Proposed Shares Buy-Back on the Earnings Per Share (EPS) of the Group are dependent on the purchase

prices of BCHB Shares and the effective funding cost or loss in interest income to the Group.

5.4 Substantial Shareholders’ and Directors’ Shareholdings

The effects of the Proposed Shares Buy-Back on the substantial Shareholders’ and Directors’ shareholdings based on the Register

of Substantial Shareholders and the Register of Directors shareholdings respectively as at 28 February 2006 are as follows:

No. of BCHB Shares Held

Substantial Before the Proposed Shares Buy-Back After the Proposed Shares Buy-Back

Shareholders Direct % Indirect % Direct % Indirect %

Khazanah Nasional

Berhad*

660,808,872 23.91 – – 660,808,872 26.56 – –

Employees Provident

Fund Board*

531,714,524 19.24 – – 531,714,524 21.37 – –

Notes:

640,808,872 BCHB Shares are held directly and the remaining 20,000,000 BCHB Shares are held through nominee companies.

525,560,401 BCHB Shares are held directly and the remaining 6,154,123 BCHB Shares are held through nominee companies.

No. of BCHB Shares Held

Before the Proposed Shares Buy-Back After the Proposed Shares Buy-Back

Directors Direct % Indirect % Direct % Indirect %

Tan Sri Dato’ Mohd Desa Pachi – – – – – – – –

Dato’ Anwar Aji – – – – – – – –

Dato’ Mohd Salleh Mahmud – – – – – – – –

Tan Sri Datuk Asmat Kamaludin*

– – 17,000*

– – – 17,000*

–

Dr. Roslan A Ghaffar – – – – – – – –

En. Izlan Izhab – – – – – – – –

Dato’ Mohamed Nazir Razak 100,000*

– – – 100,000*

–––

En. Mohd Shukri Hussin*

112*

– – – 112*

–––

Notes:

The shareholding of Tan Sri Datuk Asmat Kamaludin is held indirectly by his children.

Below 0.1% of BCHB’s equity as at 28 February 2006.

En. Mohd Shukri Hussin’s shareholding does not include 300,000 share options granted under the employee share option scheme and

10,000,000 share options granted under the Management Equity Scheme (“MES”), which have not been exercised.

Save as disclosed above, none of the Directors, substantial shareholders, and persons connected with Directors and/or

substantial shareholders has held any BCHB Shares.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Statement of Proposed Renewal of Authority for Bumiputra-Commerce Holdings Berhad to purchase its own shares

(“Proposed Shares Buy-Back”)

6. APPROVAL REQUIRED

The Proposed Shares Buy-Back is conditional upon the approval of the shareholders of BCHB at the forthcoming AGM.

7. SHARE PRICES

The monthly highest and lowest prices per share of BCHB Shares traded on Bursa Securities for the last twelve (12) months from

March 2005 to February 2006 are as follows:

High (RM) Low (RM)

2005

March 4.76 4.54

April 4.60 4.46

May 4.72 4.56

June 5.15 4.60

July 5.90 5.05

August 5.70 5.30

September 5.85 5.55

October 5.75 5.50

November 5.60 5.20

December 5.75 5.30

2006

January 5.65 5.50

February 5.95 5.70

8. PURCHASES AND RE-SALES MADE IN THE PREVIOUS TWELVE (12) MONTHS

There were no share buy-back transactions and resale of treasury shares during the previous twelve months.

9. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

None of the Directors and substantial shareholders of the Company have any interest, direct or indirect in the Proposed Shares

Buy-Back and, if any, the resale of treasury shares. None of the persons connected to the Directors and substantial shareholders

of the Company have any interest, direct or indirect in the Proposed Shares Buy-Back and if any, the resale of treasury shares.

10. DIRECTORS’ RECOMMENDATION

After careful consideration, your Board is of the opinion that the Proposed Shares Buy-Back is in the interest of the Company.

Accordingly, they recommend that you vote in favour of the ordinary resolution for the Proposed Shares Buy-Back to be tabled at

the forthcoming AGM.

11. MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 1998 (“CODE”)

The Proposed Shares Buy-Back if carried out in full (whether shares are cancelled or treated as treasury shares) may result in a

substantial shareholders and/or parties acting in concert with it incurring a mandatory general offer obligation. In this respect, the

Board is mindful of the provision under Practice Note 2.7 and 2.9 of the code.

12. STATEMENT BY BURSA SECURITIES

Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or

completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or reliance upon the whole or

any part of the contents of this Statement.

Awards

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Achievements

BUMIPUTRA-COMMERCE BANK BERHAD

• Top SMI supporter for ten consecutive years by

Credit Guarantee Corporation.

CIMB BERHAD GROUP

• “Visionaries and Leaders Series” South East

Asian Honoree to Dato’ Mohamed Nazir Razak

by Visionaries & Leaders Series.

• Best bookrunner of Malaysian Ringgit Bonds

and Best Malaysian Ringgit Bond by Euroweek.

• Regional award for Best Client Servicing:

Runner up (Merit Award),

Marketing Personality of the Year

(Puan Noripah Kamso), Malaysia’s Most

Innovative Product and Most Improved Fund

House by Asia Asset Management.

• Best Country Deal for Malaysia, Inaugural Best

Islamic Finance Deal, Best Domestic

Securitisation Deal in Asia, Best Equity House,

Best Broker and Best Investment Bank

Malaysia by Finance Asia.

• Number 2 in RM Forward Rate Agreements

and Number 1 in RM Interest Rate Swaps by

AsiaRisk Interdealer survey.

• Investment Grade Bond of the Year, Malaysia

Bond of the Year and Malaysian Equity Deal

Awards by IFR Asia’s Review of the year.

• The Outstanding Islamic Financial Institution

(CIMB Islamic) by International Institute of

Islamic Finance.

• Islamic Finance Deal of the Year, Islamic

Finance Product of the Year (Islamic Profit Rate

Swap), Best Private Bank in Malaysia, Best

Islamic Bank in Malaysia, Best M&A House and

Best Domestic Equity House by Euromoney.

• Best Local Brokerage, number 3 in Overall

Country Research, Best Overall Sales Services,

number 2 in Best Sales Person, Best Execution

and Sales Trading, Best Domestic Brokerage

House, Best M&A House and Best Domestic

Equity House by Asiamoney.

• Best Investor Relations in the Singapore

market by a Malaysian Company by

IR Magazine.

• Best Debt House, Best Equity House and Best

Domestic Investment Bank by The Asset.

• Number 1 Counterparty for both Corporate

and Government Bonds and Malaysia’s

Top Asian Stockbroker by The Asset

Research Benchmark.

• Special Merit Award-Malaysian Top Lead

Manager 2004 for Overall Corporate Bond

Market, Top Lead Manager 2004 for Number

of Deals & by Issue Value, Top Lead Manager

(Islamic) 2004 for Number of Deals and Issue

Value by RAM.

• Lifetime Dana Barakah and Lifetime Bond Fund

by the Star/Standard & Poor’s 2005 Malaysia

Fund Awards.

PT BANK NIAGA

• The Most Active Custodial Bank by Surabaya

Stock Exchange.

• Call Centre Level Award 2005 in the Banking

Category by Frontier Center and Marketing

Magazine.

• Ranked Second in Best Service Performance

by Marketing Research Indonesia under

category of assets below IDR 50 trillion.

• Ranked Second in Corporate Governance

Perception Index by Indonesian Institute of

Corporate Governance.

• Best Bank 2005 in the Recap Bank category

for assets between IDR 10-50 trillion by

Investor Magazine.

• First in Annual Report Awards 2004 in Private

Sector Listed Financial Companies category in

the National Annual Report Award.

• Best Local Cash Management Bank by

Asiamoney.

• Innovation Award in customer service and

ranked 5

in the top twenty best value creator

bank by SWA magazine.

Group Corporate Structure 14

Corporate Data 15

Board of Directors 16

Profile of the Directors 18

Senior Management 22

Profile of the Senior Management 23

Profile of Directors for Major

Operating Units of the Group 24

Corporate

INFORMATION

CAV Private Equity Management Sdn Bhd

• Commerce-Meridian Capital Sdn Bhd (Jointly controlled entity)

Commerce Technology Ventures Sdn Bhd

• Tacara Sdn Bhd

• Dbix Systems Sdn Bhd

• Explorium (M) Sdn Bhd

Titan Setup Sdn Bhd

• Goodmaid Chemical Corporation Sdn Bhd

• Goodmaid Marketing Sdn Bhd

• EQ Industry Supplies Sdn Bhd

Fortlab Holdings Sdn Bhd

• Fortune Laboratories Sdn Bhd

• Fortune Organics (F.E.) Sdn Bhd

• Polyscience Manufacturing Sdn Bhd

Scan Associates Sdn Bhd

Sesama Medical College Management Sdn Bhd (Associate company)

Hicks-Woode Corporate Services Sdn Bhd (Associate company)

IHS Innovations Sdn Bhd (Associate company)

Meru Utama Sdn Bhd (Associate company)

Evermal Resources Sdn Bhd (Associate company)

Upeca Engineering Sdn Bhd (Associate company)

Commerce International Merchant Bankers Berhad

• CIMB Holdings Sdn Bhd

• CIMB Securities Sdn Bhd

• CIMSEC Nominees Sdn Bhd

• CIMSEC Nominees (Asing) Sdn Bhd

• CIMSEC Nominees (Tempatan) Sdn Bhd

• CIMB Securities (Hong Kong) Limited

• CIMB Futures Sdn Bhd

• CIMB Nominees (Tempatan) Sdn Bhd

• CIMB Nominees (Asing) Sdn Bhd

• CIMB Discount House Berhad

• CIMB (L) Limited

• Halyconia Asia Fund Limited (British Virgin Islands)

• PT CIMB Niaga Securities (Indonesia)

• CIMB Private Equity General Partner Limited

• CIMB Mezzanine General Partner Limited

• Navis-CIMB General Partner Ltd (Associate company)

CIMB Private Equity Sdn Bhd

• CIMB PE 1 Sdn Bhd

• CIMB Mezzanine 1 Sdn Bhd (Associate company)

• Sesama Medical College Management Sdn Bhd (Associate company)

CIMB ShareTech Sdn Bhd

• ShareTech Nominees (Asing) Sdn Bhd

• ShareTech Nominees (Tempatan) Sdn Bhd

Commerce Asset Fund Managers Sdn Bhd

CIMB-Principal Asset Management Berhad (formerly known as Commerce Trust

Berhad)

CIMB Real Estate Sdn Bhd

• CIMB-Mapletree Management Sdn Bhd

• CMREF 1 Sdn Bhd (formerly known as First Century Dynamics Sdn Bhd)

(Associate Company)

CIMB Group Sdn Bhd

CIMB-GK Pte Ltd (Singapore)

• CIMB-GK Securities Pte Ltd (Singapore)

• CIMB-GK Research Pte Ltd (Singapore)

• CIMB-GK Securities (UK) Ltd (United Kingdom)

• CIMB-GK Securities (HK) Ltd (Hong Kong)

• CIMB-GK Securities (HK) Nominees Ltd (Hong Kong)

• PT CIMB-GK Securities Indonesia (Indonesia)

(formerly known as PT GK Goh Indonesia)

Bumiputra-Commerce Bank Berhad

CIMB Berhad

Commerce Asset Ventures Sdn Bhd

Commerce Asset Realty Sdn Bhd

Commerce Capital (Labuan) Ltd

Commerce Asset Nominees Sdn Bhd

Commerce International Group Berhad

Commerce Assurance Berhad

Commerce Life Assurance Berhad

Commerce Takaful Berhad

PT Bank Niaga Tbk (Indonesia)

PT Commerce Kapital (Indonesia)

Rangkaian Segar Sdn Bhd (Associate company)

PT Niaga Aset Manajemen

PT Saseka Gelora Finance

PT Asuransi Cigna (Associate company)

Bumiputra-Commerce Holdings Berhad

Group Corporate Structure

BOC Nominees Sdn Bhd

BOC Nominees (Tempatan) Sdn Bhd

BOC Nominees (Asing) Sdn Bhd

Bumiputra-Commerce Nominees Sdn Bhd

Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd

Bumiputra-Commerce Nominees (Asing) Sdn Bhd

Bumiputra-Commerce Finance Berhad

• I-Prestige Sdn Bhd

• Proton Commerce Sdn Bhd (Jointly controlled entity)

Bumiputra-Commerce Trustee Berhad

Bumiputra-Commerce Trust Limited

• Bumiputra-Commerce Corporate Services Limited

BBMB Unit Trust Management Berhad

Bumiputra-Commerce FactorsLease Berhad

Bumiputra-Commerce Bank (L) Limited

Semerak Services Sdn Bhd

BBMB Securities (Holdings) Sdn Bhd

EPIC-I Sdn Bhd

South East Asian Bank Ltd (Mauritius)

Bumiputra-Commerce International Trust (Labuan) Berhad

Commerce TIJARI Bank Berhad

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

* The above corporate structure excludes dormant companies.

as at 31 December 2005

Corporate Data

BOARD OF DIRECTORS

Tan Sri Dato’ Mohd Desa Pachi

Chairman

Dr. Rozali Mohamed Ali

Executive Director/

Group Chief Executive Officer

(Retired on 1 January 2006)

Dato’ Anwar Aji

Tan Sri Datuk Asmat Kamaludin

Dato’ Mohd Salleh Mahmud

Dr. Roslan A. Ghaffar

En Izlan Izhab

En Mohd Shukri Hussin

Managing Director/

Group Chief Executive Officer

(Appointed on 3 January 2006)

Dato’ Mohamed Nazir Razak

(Appointed on 27 January 2006)

REGISTRARS

Tenaga Koperat Sdn Bhd

Tingkat 20, Plaza Permata

Jalan Kampar

Off Jalan Tun Razak

50400 Kuala Lumpur

Tel: 03-4041 6522

Fax: 03-4042 6352

STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad

(Bumiputra-Commerce Holdings Berhad

was listed on Main Board on

3 November 1987)

REGISTERED OFFICE

12th Floor, Commerce Square

Jalan Semantan

Damansara Heights

50490 Kuala Lumpur

Tel: 03-2093 5333

Fax: 03-2093 3335

www.commerz.com.my

JOINT COMPANY SECRETARIES

En Jamil Hajar Abdul Muttalib

(LS. 000656)

En Idrus Ismail

(Appointed as Joint Company Secretary

on 1 August 2005)

(LS 0008400)

AUDITORS

PricewaterhouseCoopers

11th Floor, Wisma Sime Darby

Jalan Raja Laut

50350 Kuala Lumpur

Tel: 03-2693 1077

Fax: 03-2693 0997

Major Shareholders

as at 28 February 2006

19%

24%

57%

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Directors

Board of

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Tan Sri Dato’ Mohd Desa Pachi (Chairman)

Dr. Rozali Mohamed Ali • Dato’ Anwar Aji • Dato’ Mohamed Nazir Razak • En Mohd Shukri Hussin

Dato’ Mohd Salleh Mahmud • Dr. Roslan A. Ghaffar • En Izlan Izhab • Tan Sri Datuk Asmat Kamaludin

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Tan Sri Dato’ Mohd Desa Pachi

Aged 71, Tan Sri Dato’ Mohd Desa was appointed to the Board of BCHB on 3 September 1982 as Chairman and

Independent Non-Executive Director. He is also the Chairman of the Nomination and Remuneration Committee.

Tan Sri Dato’ Mohd Desa has been identified as the Senior Independent Non-Executive Director to whom

concerns can be conveyed. Tan Sri Dato’ Mohd Desa attended all of the 12 Board Meetings held during the

year ended 31 December 2005.

He is a Chartered Accountant and is a Fellow of the Institute of Chartered Accountants in Australia. He studied

accountancy in Melbourne, Australia under a Colombo Plan Scholarship. He joined Shell Group of companies in

1962 and served in various capacities in Finance/Administration. From 1970 to 1976, he was in public practice

as a Chartered Accountant and was a partner of Desa Megat & Co and KPMG Peat Marwick. Subsequently, he

was appointed as the first CEO of Permodalan Nasional Berhad (PNB) and later served as Chairman/CEO of

Malaysia Mining Corporation Bhd, Executive Chairman of Fleet Group Sdn Bhd, Chairman/MD of The New

Straits Times Press (Malaysia) Berhad and Chairman of Sistem Televisyen Malaysia Berhad (TV3).

He sits on the Board of several private companies and the following public companies:-

YA Horng Electronic (M) Berhad, Petaling Garden Berhad, Leader Steel Holdings Berhad (Chairman), Saujana

Consolidated Berhad (Chairman), Xian Leng Holdings Berhad (Chairman), Amanah Saham Nasional Berhad,

Tracoma Holdings Berhad (Chairman) and Eonmetall Group Berhad (Chairman).

Dr. Rozali Mohamed Ali

Aged 57, Dr. Rozali was appointed as a Director of the Company on 6 July 1993 and assumed the post of

Executive Director/Group CEO in September 2004. He was the Managing Director/Chief Executive Officer of

Bumiputra-Commerce Bank Berhad from June 2000 to August 2004. He was also the Chairman of CIMB

Berhad. He was appointed as President-Commissioner, PT Bank Niaga Tbk in November 2002. Dr. Rozali attended

8 out of the 12 Board meetings held during the year ended 31 December 2005.

Dr. Rozali graduated from Brighton Polytechnic in the United Kingdom in Mechanical Engineering in 1970.

He also holds MSc and Ph.D degrees from the Imperial College of Science and Technology, University of

London. Prior to joining Bumiputra-Commerce Holdings Berhad, Dr. Rozali was Assistant Director-General at

the Institute of Strategic and International Studies (ISIS) Malaysia from 1990-1995; from 1970 – 1990 he held

various engineering positions with the National Electricity Board, Malaysia.

He is a member of the MIDA Council and the Malaysian Energy Commission. He also serves on the Asia Pacific

Advisory Council of INSEAD, and on the Board of the International Centre for Leadership in Finance (ICLIF).

Dr. Rozali was a member of the Group Risk Management Committee and Building Committee and Chairman of

the ESOS Committee.

Dr. Rozali retired from the Company on 1 January 2006.

Profile of the Directors

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF THE DIRECTORS

Dato’ Anwar Aji

Aged 55, Dato’ Anwar was appointed as a Non-Independent Non-Executive Director of the Company on 1 June

1999. He graduated from University Malaya with Honours in Economics in 1973 and obtained his Masters in

International Studies from Ohio University, USA in 1982. He started his career with the Government and has

held various posts in the Ministry of Trade and Industry, the Prime Minister’s Department and the Ministry of

Finance. He joined Khazanah Nasional Bhd in 1994 and left the company in May 2004 where his last post was

as Managing Director.

Dato’ Anwar is currently the Chairman of Faber Group Bhd and Inter Heritage (M) Sdn Bhd. He also sits on the

Board of Commerce Tijari Bank Berhad. He also sits on the Board of STLR Sdn Bhd, Sistem Transit Aliran

Ringan Sdn Bhd and Bakun Hydro Electric Corporation Sdn Bhd.

Dato’ Anwar is a member of the Nomination and Remuneration Committee. He attended 10 out of 12 Board

Meetings held during the year ended 31 December 2005.

Tan Sri Datuk Asmat Kamaludin

Tan Sri Datuk Asmat Kamaludin, aged 62, was appointed to the Board as an Independent Non-Executive Director

on 14 June 2001.

Tan Sri Datuk Asmat obtained a Bachelor of Economics (Honours) degree from the University of Malaya and

later attended a special programme on the European Economic Community in Amsterdam. Tan Sri Datuk

Asmat served in the Ministry of International Trade and Industry (MITI) for 35 years, and retired as its Secretary

General, a position he had held for 9 years. Dealing with both domestic and international trade sectors at MITI,

he has also worked with several international bodies such as ASEAN, WTO and APEC, representing Malaysia

in relevant negotiations and agreements. Tan Sri Datuk Asmat has also served on the Boards of various companies

as MITI’s representative including MATRADE, SMIDEC and Perbadanan Johor.

Currently, Tan Sri Datuk Asmat is the Chairman of UMW Holdings Berhad, PANASONIC Manufacturing Malaysia

Berhad (formerly known as Matsushita Electric Company (Malaysia) Berhad), Symphony House Berhad and

SCOMI Group Berhad. He also sits on the board of directors of the following public companies: Malaysian

Pacific Industries Berhad, Carlsberg Brewery Malaysia Berhad, Lion Industries Corporation Berhad, YTL Cement

Berhad (as Vice Chairman) and Permodalan Nasional Berhad. Tan Sri Datuk Asmat is also the Chairman of

Salwan Corporation Berhad, Trans-Asia Shipping Corporation Berhad and Compugates Holdings Berhad.

Tan Sri Datuk Asmat is the Chairman of the Audit Committee and the Group Risk Management Committee.

He is also a member of the Nomination and Remuneration Committee. Tan Sri Datuk Asmat attended 10 out of

the 12 Board Meetings held during the year ended 31 December 2005.

Dato’ Mohd Salleh Mahmud

Aged 54, Dato’ Mohd Salleh was appointed as a Non-Independent Non-Executive Director of the Company on

27 February 2001. He graduated from University of Malaya with Honours in Accounting in 1976 and obtained

his Master in Business Administration in 1991. He started his career in 1976 in the Foreign Investment Committee,

Economic Planning Unit, Prime Minister’s Department and was made the Chief Accountant of Pension Division,

Public Services Department in 1981. He has served in the Accountant General Department since 1996 and was

appointed as the Accountant General Malaysia in May 2005. Currently, Dato’ Mohd Salleh sits on the Board of

Time dotCom Berhad and Syarikat Ladang Rakyat Trengganu Sdn Bhd. Dato’ Mohd Salleh is a member of the

Audit Committee, Group Risk Management Committee and Chairman of the Building Committee.

Dato’ Mohd Salleh attended 10 of the 12 Board Meetings held during the year ended 31 December 2005.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF THE DIRECTORS

Dr. Roslan A. Ghaffar

Dr. Roslan A. Ghaffar, 53, was appointed as a Non-Independent Non-Executive Director of the Company on

3 November 2003. Dr Roslan is currently the Deputy Chief Executive Officer (Investments) of the Employees

Provident Fund (EPF) a post he has held since July 2002.

Dr. Roslan holds a Ph.D from University of Kentucky, Lexington. He began his career as a lecturer in University

Putra Malaysia before his secondment to the EPF in 1994 as a Senior Director. Commencing from 1999,

he was transferred permanently to the EPF.

Dr. Roslan sits on the Board of Directors of several private companies in the EPF Group and Malaysian Resources

Corporation Berhad. Dr. Roslan also sits on the Board of Commissioners of P.T Bank Niaga Tbk. He has attended

11 out of the 12 Board Meetings held during the year ended 31 December 2005.

En Izlan Izhab

En Izlan Izhab, aged 60, was appointed as an Independent Non-Executive Director of BCHB on 26 July 2004.

En Izlan is also appointed as a member of the Audit Committee and chairs the Building Tender Committee for

the year ended 31 December 2005.

En Izlan holds a Bachelor of Laws degree from the University of London and attended the Advanced Management

Program of the University of Hawaii. He began his career as an Assistant Legal Officer at Majlis Amanah

Rakyat. He was Company Secretary of Kompleks Kewangan Malaysia Berhad (1 April 1975 - 31 July 1978) and

of Permodalan Nasional Berhad (1978 - 31 December 1984).

From 1985 to 2000, En Izlan was attached with the Kuala Lumpur Stock Exchange, with his last post as Executive

Vice President, Corporate and Legal Affairs. He sits on the Board of Directors of the following public companies:

Apex Equity Holdings Berhad, Nexnews Berhad, OSK-UOB Unit Trust Management Berhad, Ramunia Holdings

Berhad, Malaysia Airports Holdings Berhad and N2N Connect Berhad (as Chairman). En Izlan is also Chairman

of Commerce Takaful Berhad. He is a member of Bursa Malaysia Berhad’s Appeals Committee. En Izlan attended

all 12 Board meetings held during the year.

En Mohd Shukri Hussin

En Mohd Shukri, aged 51, has been the Chief Operating Officer of BCHB since February 2003. He was appointed

as Managing Director/Group CEO on 3 January 2006. He holds a Bachelor of Economics (Hons) Degree from

the University of Malaya and qualified as a Chartered Accountant with the Institute of Chartered Accountants in

England and Wales (ICAEW).

He is also a Director of Commerce Capital (Labuan) Limited since 2 August 2004 and was appointed as a

Director of Commerce Tijari Bank Berhad on 2 November 2004. He has held various senior positions within

BCHB Group including as Chief Executive Officer of Bank Muamalat Malaysia Berhad from 1999 to 2003 and

Chief Executive Officer of CIMB Securities Sdn Bhd from 1992 to 1999.

He is a member of Group Risk Management Committee and Building Committee and Chairman of the ESOS

Committee since 27 January 2006.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF THE DIRECTORS

Dato’ Mohamed Nazir Razak

Dato’ Mohamed Nazir Razak, aged 39, is the Group Chief Executive/Managing Director of CIMB Group. He was

appointed as a Non-Independent Non-Executive Director of the Company on 27 January 2006.

Dato’ Mohamed Nazir graduated from University of Bristol with a BSc (Hons) and obtained a Master of Philosophy

from the University of Cambridge. He joined CIMB’s Corporate Advisory department in 1989 and managed

various fund raising, privatisations, listings and corporate restructuring exercises. In 1993, he was transferred

to CIMB’s wholly-owned subsidiary CIMB Securities where he rose to Executive Director with responsibility for

its institutional business comprising equities research, sales and dealing. He moved back to CIMB as Deputy

Chief Executive on 1 June 1996 and was appointed as a Director on 15 November 1996. He became Chief

Executive on 1 June 1999.

Dato’ Mohamed Nazir is a member of the Investment Panel of the Employees Provident Fund, the Securities

Commission’s Capital Market Advisory Council and the Asia Business Council. He is also a director of CIMB-GK

Pte Ltd, Bumiputra-Commerce Bank Berhad, the Multimedia Development Corporation and the Kuala Lumpur

Business Club. He was Chairman of the Industry Action Committee to set up MESDAQ, the stock exchange for

high growth companies and a member of the Advisory Panel for Bank Negara’s Financial Services Master Plan.

He is President of University of Bristol Alumni Association and a trustee of the Rahah Foundation.

In 2005, Dato’ Mohamed Nazir was named the “Visionaries & Leaders Series” honoree for Southeast Asia.

He was the winner of the Malaysia’s CEO of the Year Award 2004 organised by Business Times and American

Express Global Corporate Services. He was also named one of the “25 Stars of Asia” by BusinessWeek

magazine and one of the World Economic Forum’s Young Global Leaders.

Note to Profile of Directors:-

1) All members of the BCHB Board are Malaysians.

2) None of the Directors has:-

– Any family relationship with any Director and/or major shareholder of BCHB.

– Any conflict of interest with BCHB.

– Any conviction of offences within the past 10 years other than traffic offences.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

from left to right

En Mohd Shukri Hussin

Managing Director/Group Chief Executive Officer (appointed on 3 January 2006)

Dr. Rozali Mohamed Ali

Executive Director/

Group Chief Executive Officer (retired on 1 January 2006)

En Jamil Hajar Abdul Muttalib

Executive Vice President/Company Secretary

Dato’ Halim Muhamat

Group Corporate Advisor (resigned on 31 January 2006)

En Idrus Ismail

Senior Vice President (Legal & Secretarial)/Joint Company Secretary

En Aznam Shahuddin

Senior Vice President (Planning and Risk Management)

En Zamri Mohd Radzi

Senior Vice President (Corporate Services)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Senior Management

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Profile of the Senior Management

Dr. Rozali Mohamed Ali

Executive Director/Group Chief Executive Officer (Retired on 1 January 2006)

(Profile as per Bumiputra-Commerce Holdings Berhad’s Board of

Directors)

En Mohd Shukri Hussin

Managing Director/Group Chief Executive Officer (Appointed on 3 January 2006)

(Profile as per Bumiputra-Commerce Holdings Berhad’s Board of

Directors)

En Jamil Hajar Abdul Muttalib

Executive Vice President/Company Secretary

En Jamil, aged 55, holds a Bachelor of Laws Degree (University

of London) and is a Barrister-at-Law (Lincoln’s Inn, London). He is

currently the Executive Vice President/Company Secretary of

BCHB. He served in the Malaysian Government’s judicial and legal

service for nine years as a magistrate, sessions judge, deputy

public prosecutor and senior federal counsel before joining Fleet

Group Sdn Bhd in 1985 as its Legal Advisor and Company

Secretary. He was also the Legal Advisor and Company Secretary

of Renong Berhad from 1990 to 1992. He has spent more than

14 years with BCHB Group. He is presently the Chairman of

Commerce Asset Ventures Sdn Bhd, a Director of Commerce

Assurance Berhad, Commerce Life Assurance Berhad, Commerce

Takaful Berhad, Commerce International Group Berhad and

Commerce Capital (Labuan) Limited.

Dato’ Halim Muhamat

Group Corporate Advisor (Resigned on 31 January 2006)

Dato’ Halim, aged 58, was appointed as Group Corporate Advisor

in February 2004. Dato’ Halim had a long and distinguished career

at Bank Bumiputra Malaysia Berhad which he joined in 1967.

He served as Executive Director and Chief Operating Officer of

BCB before his appointment as Group Corporate Advisor at BCHB.

He is at present the Chairman of Commerce International Group

Berhad and a Director of Commerce Assurance Berhad,

Commerce Life Assurance Berhad, Commerce Takaful Berhad

and a member of the Board of Commissioners of PT Bank Niaga.

En Idrus Ismail

Senior Vice President, Legal & Secretarial/Joint Company Secretary

En Idrus, aged 52, graduated in law from the National University

of Singapore in 1987, and in economics from Universiti Malaya in

1977. Starting out as a management executive with PETRONAS

Berhad, he had a stint with Business Times as a journalist before

taking up law. Since 1988, he was company secretary/In House

Counsel to two financial institutions (Ban Hin Lee Bank Berhad

and Bank Muamalat Malaysia Berhad) prior to joining BCHB in

August 2005.

En Aznam Shahuddin

Senior Vice President, Planning & Risk Management

En Aznam, aged 41, joined BCHB in May 2001. He graduated in

accountancy from University of Central England, Birmingham and

qualified as a Chartered Accountant with the Institute of Chartered

Accountants in England and Wales (ICAEW). Prior to joining BCHB,

he served at Perbadanan Nasional Berhad and Scomi Engineering

Berhad (formerly known as Bell & Order Berhad).

En Zamri Mohd Radzi

Senior Vice President, Corporate Services

En Zamri, aged 35, holds a Bachelor of Accountancy (Hons) degree

from International Islamic University, Malaysia. He is a qualified

Chartered Accountant and is a member of the Malaysian Institute

of Accountants. Prior to joining BCHB in August 1998, he was an

auditor with a public accounting firm, Coopers & Lybrand.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCB

Profile of Directors for Major Operating Units

of the Group

BOARD OF DIRECTORS OF BUMIPUTRA-COMMERCE BANK BERHAD

Tan Sri Dato’ Seri Haidar Mohamed Nor

Tan Sri Dato’ Seri Haidar, aged 66, was appointed as an Independent Non-Executive Chairman of

BCB on 3 May 2005, taking over from Tan Sri Radin Soenarno Al-Haj who retired on 12 April 2005.

He is the Chairman of the Risk Management Committee and the Nominating Committee.

Tan Sri Dato’ Seri Haidar was the Chief Judge of Malaya from December 2002 until November

2004, and has a long and distinguished record of service with the Malaysian judiciary.

Tan Sri Dato’ Seri Haidar, qualified as a Barrister-at-Law from Lincoln’s Inn, United Kingdom in 1966,

began his service with the Magistrate Court in Kuala Lumpur in February 1967. He then became

Senior Federal Counsel with the Attorney General’s Chambers in Kuala Lumpur and this was followed

with appointments as Senior President at the Sessions Court in Pulau Pinang, Alor Setar and Kuala

Lumpur between 1974 and 1980. Tan Sri Dato’ Seri Haidar had also held the position as State Legal

Adviser in Pulau Pinang and Perak.

After becoming Chief Registrar at the Supreme Court in Kuala Lumpur in 1983, he served as Judge

at the High Courts in Kuching, Johor Bahru and Kuala Lumpur until January 1998. He was Judge at

the Court of Appeal and the Federal Court of Malaysia in Kuala Lumpur before being appointed

Chief Judge of Malaya from 2002 until his retirement in November 2004.

Prior to his appointment as Chairman of BCB’s Board of Directors, Tan Sri Dato’ Seri Haidar was the

Chairman of the Financial Mediation Bureau, an independent body with members from the financial

institutions and financial services providers. The Bureau helps to settle certain financial disputes as

an alternative to the courts.

Tan Sri Dato’ Seri Haidar is also Chairman of Bumiputra-Commerce Trustee Berhad and Bumiputra-

Commerce Trust Limited, subsidiary companies of BCB. He is also a Trustee of the Perdana Leadership

Foundation.

Tan Sri G.K. Rama Iyer

Aged 73, Tan Sri G.K. Rama Iyer has been an Independent Non-Executive Director of BCB since

June 1987. He is Chairman of the Audit Committees of BCB and Bumiputra-Commerce Bank (L)

Limited, a subsidiary of BCB. In addition, he is Chairman of the Remuneration Committee and a

member of the Nominating Committee and the Risk Management Committee.

Tan Sri Rama holds a Master’s degree in Public Administration from Harvard University, USA and a

B.A. Hons. (Econs) degree from University of Malaya (Singapore). He has also completed the

Advanced Management Programme course at Harvard Business School.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP

During his 30 years’ career in the civil service, he had been Secretary-General of the Ministry of

General Planning and Social Economic Research, the Ministry of Works and Utilities and the Ministry

of Primary Industries. He was also the first Chairman of Malaysian Airline System and a Director of

Malaysian International Shipping Corporation.

Tan Sri Rama is also a Director of Bumiputra-Commerce Bank (L) Limited, YTR Harta Sdn Bhd and

Maritime Institute of Malaysia.

Dato’ Dr. Mohamad Zawawi Ismail

Dato’ Dr. Mohamad Zawawi Ismail, aged 59, joined the Board as an Independent Non-Executive

Director in October 2001. He is also a member of the Remuneration Committee, the Nominating

Committee, the Audit Committee and the Risk Management Committee.

Dato’ Dr. Zawawi gained both his degree and doctorate in electronic engineering from Leeds

University, England, in 1969 and 1972 respectively. In 1996, he received the honorary degree of

Doctor of Engineering from Leeds University, England. He is a Foundation Fellow of the Academy

of Sciences Malaysia, a Professional Engineer and a Member of the Institute of Engineers Malaysia,

and a Fellow of The Institute of Physics Malaysia for which he served as its President for many

years.

Dato’ Dr. Zawawi was Professor of Electronic Engineering and the founding Vice-Chancellor of

Universiti Malaysia Sarawak (Unimas), a position he held from October 1992 until December 2000.

Other previous appointments include Deputy Director-General, Mimos, Dean of Engineering, and

Deputy Vice-Chancellor of Universiti Kebangsaan Malaysia. He still maintains links with academia

through being an adjunct Professor of the Department of S&T University of Malaya, Chairman Board

of Governors Inti College, and a member of the Board of Governors of International Medical University.

Dato’ Dr. Zawawi had served several national bodies including National Information Technology

Council, National Aerospace Council, National Scientific Research and Development Council, and

National Higher Education Council. He was once advisor to both the National Science Centre and

National Planetarium. He is currently a Council Member of the Academy of Sciences Malaysia and

Chairman of the IRPA Strategic Research Committee of the Ministry of Science, Technology and

Innovation.

He is currently Chairman of EPIC-I Sdn. Bhd. He is also a Director of Commerce Asset Ventures

Sdn. Bhd., a subsidiary of BCHB. In addition, Dato’ Dr. Zawawi is the Chairman of Mesiniaga Berhad

and of Inti Universal Holdings Berhad, both listed companies, and also sits on the Boards of several

other private companies.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP

Datuk Dr. Syed Muhamad Syed Abdul Kadir

Aged 59, Datuk Dr. Syed Muhamad Syed Abdul Kadir was appointed as an Independent Non-Executive

Director of BCB on 8 April 2004. Datuk Dr. Syed is a member of the Remuneration Committee,

the Nominating Committee and the Audit Committee.

Datuk Dr. Syed graduated with a Bachelor of Arts (Hons) from the University of Malaya in 1971.

He obtained a Masters of Business Administration from the University of Massachussets, USA in

1977 and proceeded to obtain a Ph.D (Business Management) from Virginia Polytechnic Institute

and State University, USA in 1986. In 2005, he obtained a Bachelor of Jurisprudence (Hons) from

the University of Malaya.

He started his career in 1973 as Senior Project Officer, School of Financial Management at the

National Institute of Public Administration (INTAN) and held various positions before his final

appointment as Deputy Director (Academic). In November 1988 he joined the Ministry of Education

as Secretary of Higher Education and thereafter assumed the post of Deputy Secretary (Foreign

and Domestic Borrowing, Debt Management) Finance Division Federal Treasury. From 1993 to

1997, he joined the Board of Directors Asian Development Bank, Manila, Philippines first as Alternate

Executive Director and later as Executive Director. Datuk Dr. Syed then joined the Ministry of Finance

as Secretary, Tax Analysis Division and later became Deputy Secretary General (Operations).

Prior to his retirement, Datuk Dr. Syed was Secretary General, Ministry of Human Resource.

During his career, he wrote and presented many papers relating to Human Resources Development.

His special achievement was that his dissertation “A Study on Board of Directors and Organisational

Effectiveness” was published by Garland Publisher, Inc. of New York in 1991.

Datuk Dr. Syed is a Director of Bumiputra-Commerce Bank (L) Limited. In addition he is Chairman of

Commerce Tijari Bank Berhad, the Islamic Banking subsidiary of BCB. He is also a Director of

Export-Import Bank of Malaysia Berhad, Euro Holdings Berhad and Solutions Engineering Holdings

Berhad. In addition he holds directorship in a number of private companies.

Dato’ Mohamed Nazir Razak

(As per Bumiputra-Commerce Holdings Berhad‘s Profile of Directors)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP

CIMB

Dr. Rozali Mohamed Ali

Retired on 1 January 2006

Dato’ Halim Muhamat

Resigned on 31 January 2006

Dato’ Hamzah Bakar

Dato’ Hamzah Bakar, aged 62, was appointed as a Director of CIMB Berhad on 28 November 2002

and a Director of CIMB on 26 September 2000. He is also Chairman of the Remuneration Committee

and a member of the Audit and Nomination Committees of CIMB Berhad. Presently, he is the

Chairman of SapuraCrest Petroleum Berhad (formerly known as Crest Petroleum Berhad) and its

subsidiary, Sapura Energy Sdn Bhd, a Director of Scomi Group Berhad and its subsidiaries, Kota

Minerals & Chemicals Sdn Bhd and KMC Oiltools Bermuda Ltd. He is also a member of the Board

of Commissioners of PT Bank Niaga Tbk and the Board of UEM World Berhad. He served for 20

years in various senior management and Board positions in Petroliam Nasional Berhad (“Petronas”),

including Senior Vice President for Refining and Marketing, Senior Vice President for Corporate

Planning & Development and Main Board Director. Prior to Petronas, he was a Director of the

Economic Planning Unit in the Prime Minister’s Department. He holds a BSc (Hons) in Economics

from the Queen’s University of Belfast and an MA in Public Policy and Administration, with

Development Economics, from the University of Wisconsin.

Dato’ Zainal Abidin Putih

Dato’ Zainal Abidin Putih, aged 60, was appointed as a Director of CIMB Berhad on 11 July 2003. He

also sits on the Board of CIMB, and is the Chairman of the Audit and Nomination Committees, and

a member of the Remuneration Committee. He has extensive experience in audit, management

consulting and taxation, having been involved as a practising accountant throughout his career. He

was the Chairman of Pengurusan Danaharta Nasional Berhad up to 31 December 2005. He is currently

the Chairman of the Malaysian Accounting Standards Board and sits on the Boards of Esso Malaysia

Berhad and Tenaga Nasional Berhad. He is also a Trustee of the National Heart Institute. He was an

Adviser with Ernst & Young Malaysia until his retirement on 31 December 2004 and was formerly

the Managing Partner of Hanafiah Raslan & Mohamad, past President of the Malaysian Institute of

Certified Public Accountants and previously served as a member of the Malaysian Communication

& Multimedia Commission. He qualified as a Chartered Accountant from the Institute of Chartered

Accountants of England and Wales and is a member of the Malaysian Institute of Accountants and

the Malaysian Institute of Certified Public Accountants.

BOARD OF DIRECTORS OF CIMB BERHAD

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP

Dato’ Mohamed Nazir Razak

(As per Bumiputra-Commerce Holdings Berhad‘s Profile of Directors)

Robert Cheim Dau Meng

Robert Cheim Dau Meng, aged 54, was appointed as a Director of CIMB Berhad on 11 June 2002

and CIMB on 17 January 1992. He is presently the Executive Director of CIMB and Chairman of

CIMB Securities Sdn Bhd and CIMB Futures Sdn Bhd. He joined CIMB in 1984 and held the position

of Head of Corporate Finance, General Manager and Executive Director, before assuming the position

of Chief Executive Officer from 1993 to 1999. Prior to joining CIMB, he served in various capacities

with the former United Asian Bank Berhad (now known as Bumiputra-Commerce Bank Berhad)

between 1977 to 1984, holding the positions of Operations Manager, Audit Manager, Branch Manager

and Senior Manager of the Planning and Accounts division. He has also worked in several accounting

firms in London. He is also a Director of CIMB-GK Pte Ltd and is currently the Chairman and

Independent Non-Executive Director of Tanjong Plc. He is a Fellow of the Institute of Chartered

Accountants of England and Wales and a member of the Malaysian Institute of Accountants.

Zahardin Omardin

Zahardin Omardin, aged 61, was appointed as a Director of CIMB Berhad and CIMB on 5 May 2004.

He also sits on the Boards of CIMB Discount House Berhad, CIMB (L) Limited and CIMB Securities

Sdn Bhd. He is presently a Partner of Messrs. Chew Kar Meng, Zahardin & Partners and has previously

served on the Boards of various companies including Rakyat First Merchant Bankers Berhad.

He was formerly the Head of Legal and Secretarial Department/Company Secretary of Rothmans of

Pall Mall (Malaysia) Berhad (now known as British American Tobacco (M) Berhad). He qualified as a

Barrister-at-Law from the Inns of Court School of Law, United Kingdom in 1973. Upon graduation,

he worked at The Royal Courts of Justice and the Tax Office in London, after which he returned to

Malaysia to practise law.

Cezar P. Consing

Cezar P. Consing, aged 45, a Philippine national, was appointed as an Independent Non-Executive

Director of CIMB Berhad on 5 October 2004. Mr. Consing is one of the most experienced Asian

international investment bankers. He was with JP Morgan for 19 years and headed its Investment

Banking Division for Asia Pacific until May 2004. He is currently a partner of The Rohatyn Group,

a New York based funds management company specialising in emerging markets, where he

co-heads its Asian operations from Hong Kong.

Mr. Consing is a graduate in Economics (Magna Cum Laude) of De La Salle University and holds

a M.A. in Applied Economics from The University of Michigan, Ann Arbor, U.S.A.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Bank Niaga

PROFILE OF DIRECTORS FOR MAJOR OPERATING UNITS OF THE GROUP

BOARD OF COMMISSIONERS OF PT BANK NIAGA TBK

Dr. Rozali Mohamed Ali – President Commissioner (Retired on

1 January 2006)

(As per Bumiputra-Commerce Holdings Berhad‘s Profile of

Directors)

Gunarni Soeworo – Vice President Commissioner

Vice President Commissioner of PT Bank Niaga Tbk since June

2000. Since 1987 Ms Gunarni Soeworo has held a number of

senior management positions in her career at Bank Niaga

culminating in serving as President Director from June 1994 to

March 1999, at which point she joined the Board of

Commissioners.

Ms. Soeworo serves as a Commissioner at Bank Mandiri Tbk,

Chairperson of National Private Sector Bank Association

Counselors (Perbanas) and member of National Board of the

Indonesian Bankers’ Institute (IBI). Ms Soeworo was former

Chairperson of the Banking Compartment of the Indonesian

Chamber of Trade and Commerce (Kadin Indonesia) and Vice

Chairperson of National Committee for Corporate Governance.

Sigid Moerkardjono

Commissioner of PT Bank Niaga Tbk since June 2000. Formerly

served as Compliance Director (March 1999 – June 2000) and

Comptroller (February 1999 – March 1999). Before he joined the

Board of Directors in 1999, Mr. Moerkardjono served since 1976

in a variety of senior positions at the bank including Head of Internal

Audit (Comptroller), Area Manager and Branch Manager.

Dato’ Hamzah Bakar

(As per CIMB’s Profile of Directors)

Prof. Roy Hendra Michael Sembel

Commissioner of PT Bank Niaga Tbk since December 2005. He

is Program Director of Universitas Bina Nusantara’s Master’s

Degree Program in Financial and Investment Management.

Mr. Sembel’s qualifications include a degree from the Institut

Pertanian Bogor (IPB), master degree from the Erasmus University,

Rotterdam, an MBA in Finance and Banking from the University

of Pennsylvania, USA and a Ph.D in Corporate Finance

(Econometrics) from the University of Pittsburgh, USA where he

was granted professorship in Financial Economy in May 2005.

Dato’ Halim Muhamat

(As per Bumiputra-Commerce Holdings Berhad‘s Profile of Senior

Management)

Ananda Barata

Commissioner of PT Bank Niaga Tbk since December 2003. He

is currently serving as Director at PT Perusahaan Pengelola Aset

(“PPA”) (Persero), a state owned asset management company.

Various executive positions were held prior to this, including those

at the Indonesian Bank Restructuring Agency (“IBRA”), PT Bank

Universal, PT Bank Nusa Nasional, and The Chase Manhattan

Bank, Jakarta. He holds BSBA degree in Finance from the

American University, Washington DC, USA.

Dr. Roslan A. Ghaffar

(As per Bumiputra-Commerce Holdings Berhad‘s Profile of

Directors)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Performance

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Five Year Group Financial Highlights 32

Group Financial Highlights 34

Group Performance 35

Chairman’s Message 37

Key Business Review 45

Strategic Transformation 56

Economic Outlook 59

Investor Relations 61

REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

2005 2004

2003 2002 2001

1. Income (RM’000)

(i) Profit before allowances 2,444,881 2,201,415 1,872,388 1,548,366 1,494,666

(ii) Profit before taxation 1,313,485 1,052,647 1,240,867 747,575 515,568

(iii) Net profit for the financial year 826,825 734,540 782,300 565,444 357,546

2. Balance Sheet (RM’000)

Assets

(i) Total assets excluding contra

113,525,964 112,382,591 97,933,977 91,466,723 74,642,055

(ii) Total assets including contra*

124,197,350 121,076,245 105,658,371 98,591,949 81,913,336

(iii) Loans, advances and financing 69,095,880 62,603,030 54,496,898 48,771,610 42,214,908

Liabilities and Shareholders’ Funds

(i) Total deposits 81,740,235 81,623,044 71,505,038 69,068,298 55,109,043

(ii) Paid-up capital 2,756,398 2,691,740 2,628,960 2,586,290 1,184,647

(iii) Total shareholders’ funds

9,637,453 8,959,476 7,899,587 7,169,199 5,827,597

3. Per share (RM)

(i) Profit before taxation 0.48 0.40 0.48 0.29 0.21

(ii) Net profit for the financial year 0.30 0.28 0.31 0.22 0.15

(iii) Net tangible asset

3.30 3.19 2.92 2.26 2.31

(iv) Gross dividend 0.15 0.15 0.10 0.05 0.06

4. Financial Ratios (%)

(i) Return on paid-up capital

30.45 27.61 30.56 22.19 14.52

(ii) Return on average shareholders’ funds

8.89 8.66 10.38 8.70 6.25

Including credit equivalent. Adjusted for 1:1 bonus issue. Based on the weighted average number

of 2,715,014,907 (2004: 2,660,245,301)

ordinary share of RM1.00 each in

issue during the financial year ended

31 December 2005.

Adjusted for the effects

of prior year adjustments,

where applicable.

Adjusted for the effects

of adoption of Revised Garis Panduan (GP) 8

issued by Bank Negara Malaysia, in financial

year ended 31 December 2005.

Five Year Group

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

'05'04'03'02'01

Profit Before Taxation

RM million

'05'04'03'02'01

Total Assets

RM million

'05'04'03'02'01

Return on Paid-up Capital

'05'04'03'02'01

Shareholders' Funds

RM million

'05'04'03'02'01

Total Deposits

RM million

'05'04'03'02'01

Profit Before Allowances

RM million

'05'04'03'02'01

Loans, Advances and Financing

RM million

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Financial Highlights

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Group Financial Highlights

Changes

2005 2004 2005 2004

Income statement and balance sheet RM’000 RM’000 % %

Net interest income 2,986,247 2,690,511 10.99 5.65

Non-interest income 1,736,733 1,464,311 18.60 41.90

Overhead expenses 2,278,099 1,953,407 16.62 14.49

Profit before allowances 2,444,881 2,201,415 11.06 17.57

Allowance for losses on loans, advances and financing 1,021,863 1,122,435 (8.96) 77.62

Profit before taxation 1,313,485 1,052,647 24.78 (15.17)

Net profit for the financial year 826,825 734,540 12.56 (6.11)

Gross dividends 413,460 406,504 1.71 52.59

Loans, advances and financing 69,095,880 62,603,030 10.37 14.87

Total assets 113,525,964 112,382,591 1.02 14.75

Deposits from customers 74,323,587 74,105,175 0.29 17.34

Total liabilities 102,419,486 102,382,275 0.04 14.78

Shareholders’ funds 9,637,453 8,959,476 7.57 13.42

Commitments and contingencies 149,479,744 208,586,917 (28.34) 36.89

Ratios %%%%

Core capital ratio 11.20 9.96 12.45 (8.96)

Risk-weighted capital ratio 15.23 13.81 10.28 (6.63)

Return on average equity 8.89 8.66 2.66 (16.57)

Return on total assets 0.73 0.65 12.31 (18.75)

Cost to income ratio 48.23 47.02 2.57 (1.38)

Cost to total assets 2.01 1.74 15.52 0.00

Gross NPL to gross loans 8.69 9.57 (9.20) 5.75

Net NPL to net loans (net of SA) 5.79 6.96 (16.81) 26.78

Coverage ratio [(GA + SA)/gross NPL] 55.18 47.55 16.05 (20.72)

Loan deposit ratio 92.97 84.48 10.05 (2.10)

Equity to assets 8.49 7.97 6.52 (1.24)

Equity to loans 13.95 14.31 (2.52) (1.31)

Other information

Earnings per share (Sen)

– Basic 30.45 27.61 10.29 (9.65)

– Fully diluted 30.07 26.38 13.99 (12.10)

Net tangible assets per share (RM) 3.30 3.19 3.45 9.25

Gross dividend per share (Sen) 15.00 15.00 0.00 50.00

Number of shares in issue (‘000) 2,756,398 2,691,740 2.40 2.39

Weighted average number of shares in issue (‘000) 2,715,015 2,660,245 2.06 3.91

Share price at year-end (RM) 5.70 4.70 21.28 14.63

Number of employees 18,335 16,240 12.90 14.71

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Loans, Advances and Financing by Sector

Operating Revenue Assets Employed Profit Before Tax

Group Performance

The Commerce Group reported a 24.8 percent increase

in profit before taxation to RM1.313 billion for the financial

year ended 31 December 2005 from the RM1.053 billion

recorded in 2004.

Chairman’s

Message

I am pleased to present the Annual Report and the Audited

Financial Statements of the Bumiputra-Commerce Holdings

Berhad Group (the Commerce Group) for the financial year

ended 31 December 2005.

OPERATING ENVIRONMENT

For the whole of 2005, the Malaysian economy expanded by

5.3 percent. Growth was led by private sector activity. The

moderating trend was in line with global conditions as higher oil

prices and the rising interest rate scenario contributed to the

easing of the growth momentum. For the Malaysian economy,

domestic demand and exports provided the drivers for growth.

The banking system continued to remain strong during the year

with strong capitalisation and declining non-performing loans.

The risk weighted capital ratio of the banking system remained

high at 13.1 percent at the end of 2005. Asset quality continued

to improve with the decline in non-performing loans (NPLs)

following the reclassification of some NPLs to performing

accounts, write-offs and the lower incidence of new NPLs. On

a three month classification, the net NPL ratio for the banking

system improved further to 5.8 percent from 7.6 percent at the

end of 2004. Banking system loans outstanding expanded by

8.6 percent during the year.

THE COMMERCE GROUP

The Commerce Group reported a 24.8 percent increase in profit

before taxation to RM1.313 billion for the financial year ended

31 December 2005 from the RM1.053 billion recorded in 2004.

Total income rose by 13.7 percent from RM4.155 billion to

RM4.723 billion. Net interest income grew by 11.0 percent

year-on-year from RM2.691 billion to RM2.986 billion with loans

growth of 39 percent and 6.6 percent respectively at Bank

Niaga and BCB Group. Non-interest income rose by 18.6

percent year on year from RM1.464 billion to RM1.737 billion.

This increase is attributable mainly to higher revenue from the

major segments of the investment banking business namely

advisory, debt and equity business, improvement in service

charges and loan related fees, higher commission income,

some non-recurring gains at BCB Group and higher gross

premiums from general insurance business.

Profit after taxation and minority interests rose by 12.6 percent

from RM734.54 million to RM826.83 million which resulted in

earnings per share of 30.45 sen compared to 27.61 sen. Return

on average equity stood at 8.89 percent from 8.66 percent in

2004. For the combined proforma CIMB-BCB Group, return on

average equity of 10.7 percent was achieved. The cost to

income ratio increased to 48.23 percent from 47.02 percent

mainly due to the higher cost to income ratio year on year at

CIMB Group and Bank Niaga. Based on a three months

classification, the net non-performing loan ratio improved to

5.79 percent from 6.96 percent at the end of 2004. Gross loans

and advances grew by 10.6 percent at Group level to RM72.58

billion while Group deposits were flat at RM74.32 billion.

The Commerce Group’s shareholders funds strengthened to

RM9.64 billion (FY 04: RM8.96 billion) while Group net tangible

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

CHAIRMAN’S MESSAGE

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

assets per share improved to RM3.30 from RM3.19 as at 31

December 2004. The financial statements for the financial year

ended 31 December 2005 have been prepared in accordance

with the Revised BNM/GP8 Guidelines issued by Bank Negara

Malaysia and will result in certain comparative numbers to be

restated.

At the holding company level, Bumiputra-Commerce Holdings

Berhad (BCHB) registered lower pre-tax profits amounting to

RM279.4 million compared to RM313.5 million recorded for the

year ended 31 December 2004. This is mainly due to higher

interest expense relating to the USD125 million Convertible

Bonds issued by a wholly owned subsidiary namely Commerce

Capital (Labuan) Limited.

THE BUMIPUTRA-COMMERCE BANK BERHAD (BCB)

GROUP

It has been a year of transformation for the domestic banking

businesses of the Commerce Group. As a start, a strategic

review was conducted on BCB with focus on a review of

business lines, operations and performance execution

capabilities. In summary, the review concluded with the need

for a major, multi-year transformation of our commercial

banking business. The announcement of the integration and

restructuring of CIMB and BCB to create a universal banking

platform on 6 June 2005 was a significant milestone in the

evolution of the Group. This will be covered separately in a

different section of this report.

On 29 July 2005, we announced the proposed merger of

the business of BCB with the finance company business of

Bumiputra-Commerce Finance Berhad (BCF). This merger is

pursuant to the amendments to the Banking and Financial

Institutions Act, 1989 (BAFIA) and is part of the internal

restructuring of the Group’s domestic banking businesses. The

merger was completed on 1 January 2006 and BCF ceased

operations. The consolidation of finance companies is part of

the government’s efforts to strengthen the domestic financial

sector outlined under the Financial Sector Masterplan. With the

merger, auto loan product and its related services are available

at all BCB branches nationwide.

BCB has been named Top SME (Small Medium Enterprise)

supporter for the last ten consecutive years by Credit

Guarantee Corporation. This commitment to the SME segment

was further enhanced during the year under review with the

announcement of the strategic alliance between CIMB, BCB

and the newly formed SME Bank. Through this alliance, the

SME segment will gain access to a complete range of products

and services via the CIMB-BCB branch network. The scope of

SME funding will be expanded through the provision of private

capital funds to companies with development potential. CIMB-

BCB also established the Bumiputra Advisory Team during the

year which will advise bumiputra companies of their financing

requirements to achieve an optimal capital structure.

I mentioned in last year’s report on the approval in principle

obtained from Bank Negara Malaysia to operate Islamic banking

through a subsidiary. Commerce Tijari Bank Berhad was

launched on 15 April 2005. At the end of 2005, Commerce Tijari

products such as Islamic deposits and investment products

have been made available at the two hundred and thirty

branches of BCB nationwide. Subsequent to the year end, on

11 January 2006, pursuant to the integration of CIMB with

BCB, Commerce Tijari has merged with CIMB Islamic, the

CIMB Group’s Islamic banking franchise transforming itself

into a “universal” Islamic financial services provider in both

commercial and investment banking operations.

Subsequent to the year end, a new consumer banking

organisation structure was announced. The consumer banking

operations will consist of three divisions namely Consumer

Sales and Distributions (CSD), Retail Banking and Business

Banking. Sales and distributions of retail and business banking

products will be consolidated under Consumer Sales and

Distributions which will oversee all bank branches, business

banking centres, retail business centres and all related delivery

CHAIRMAN’S MESSAGE

BCB has been named Top SME (Small Medium Enterprise)

supporter for the last ten consecutive years by Credit

Guarantee Corporation.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

channels. Retail and Business Banking will be responsible for

development and origination of products and services as well

as portfolio management. In place of the Branch Transformation

Project which I touched on in last year’s report is a New Branch

Project. This is a new branch model which will largely be based

on a total customer experience paradigm.

For the financial year ended 31 December 2005, the Bumiputra-

Commerce Bank Group registered an 80.3 percent increase in

Profit Before Tax (PBT) amounting to RM548.76 million

compared to the RM304.37 million recorded in the previous

year. The increase year on year is mainly attributable to the 17.6

percent increase in total income driven by a 34.1 percent rise in

non-interest income. Allowance for losses on loans, advances

and financing has declined marginally by 1.4 percent to

RM964.95 million from RM978.66 million recorded in 2004.

The BCB Group contributed 42 percent to group profits. At the

Bank level, BCB recorded a 219 percent increase in PBT to

RM572.69 million. Allowances for losses on loan declined by

18 percent year-on-year at BCB level amounting to RM670.39

million from the RM815.51 million recorded in 2004.

THE CIMB BERHAD GROUP

The CIMB Berhad Group reported another record year of net

profits of RM358.9 million for the year ended 31 December

2005, 33.9 percent higher from RM268.0 million earned in

2004. The Group’s full year revenues and PBT recorded a 41.1

percent and 28.3 percent increase to RM813.1 million and

RM454.1 million respectively. The return on equity was 22.2

percent. The positive results reflected strong revenues

especially from the debt and equity businesses, as well as

the strong maiden six months contribution from CIMB-GK.

The CIMB Berhad Group contributed 35.0 percent to

Commerce Group profits.

Financial advisory and underwriting fees reported for the year

ended 31 December 2005 amounted to RM180.9 million up

28.3 percent from 2004. Reporting its maiden six months

earnings, CIMB-GK, the international operations of CIMB

Berhad Group contributed RM29.3 million to the Group’s

financial advisory and underwriting fees. CIMB-GK’s flagship

advisory deal was the SGD1.05 billion General Offer by Summit

Top Investments Limited of the Phillipines on United

Corporation Limited of Singapore in the fourth quarter of 2005.

Having participated in Mergers and Acquisitions (M&A) and

advisory transactions with a total deal value of RM14.9 billion

for 2005, CIMB topped the year’s M&A league table again with

a 46 percent market share by deal size.

The debt business reported a sharp increase of 36.6 percent

year-on-year to RM391.3 million in net income, representing

48.6 percent of total income. Despite an environment of

interest rate uncertainty in 2005, primary issuance was higher

year-on-year at RM37.4 billion, 30.3 percent higher than in

2004. Average daily trading volume in the Ringgit bond markets

however remained relatively unchanged at RM1.2 billion for

both 2004 and 2005. In 2005, CIMB continues to maintain its

number one position both in the primary Ringgit bond market

and secondary debt trading with a market share of 22 percent

and 35 percent respectively. In the equities business, net

income rose to a record level of RM171.7 million, an increase

of 53.7 percent from 2004. Momentum of new listings to

market continued as RM5.4 billion was raised in primary equity

listings in 2005, against RM4.1 billion raised in 2004. Equity

trading on Bursa Securities however was sluggish and trading

value fell year-on-year by 17.5 percent. CIMB maintained its

dominant position in the primary domestic equity markets with

a 36 percent market share by amount raised for Initial Public

Offers. CIMB’s notable equity deals for the year included the

three biggest domestic listings of the year namely, Bursa

Malaysia, Titan Berhad and Kurnia Asia.

CHAIRMAN’S MESSAGE

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

CIMB continues to maintain its number one position

both in the primary Ringgit bond market and secondary

debt trading with a market share of 22 percent and

35 percent respectively.

Taking the external factors into account, lending growth was

strong at 39 percent year-on-year with growth coming mainly

from the consumer and business segments. Bank Niaga’s

market share in the mortgage sector is now 10.5 percent

placing it at number two in the Indonesian market. Through two

successful corporate exercises namely a USD100 million

subordinated debt issue and a Rights Issue during the year,

the capital adequacy ratio of Bank Niaga improved from 10.3

percent to 17.2 percent. The net non-performing loan ratio

(NPL) stood at 4.29 percent as at 31 December 2005 as

compared to 1.89 percent as at 31 December 2004 mainly due

to the implementation of new rules introduced in 2005 on

uniform quality classification on earning assets.

At the halfway stage of Bank Niaga’s “Vision 2007” plan to

become a premier retail bank in Indonesia, it was an opportune

time to conduct a review of the strategy. The competitive

landscape has altered enormously since the Asian crisis with

the entrant of foreign shareholders in the major domestic

banks. There are also inherent constraints in pursuing growth

on all fronts from a financial and infrastructural aspect. The

main conclusion arising from this review was that Bank Niaga

had to concentrate on its core competencies and this would

entail some internal reorganisation of operations.

OTHER COMPANIES IN THE COMMERCE GROUP

Commerce Asset Ventures Sdn Bhd (Commerce-Ventures)

registered strong performance by recording a growth of 84.2

percent in PBT amounting to RM33.9 million as at 31

December 2005 , compared to RM18.4 million in 2004. This

was mainly attributable to the realisation of gains from disposal

of its investments and good performance of its subsidiaries.

The investment focus in 2005 was mostly centered on

investments in Buy-Outs and Growth Capital. On the business

development front, it has managed to raise additional funds

from a local institution. Going forward, Commerce-Ventures will

explore investment opportunities in the Asean region.

Commerce Assurance Berhad continues to be a main player in

the domestic general insurance industry. Ranked among the

Asset management and securities services contributed 6.1

percent to total income at RM49.1 million. The total assets

under management for CIMB Group had also grown to RM11.3

billion from RM7.1 billion managed in 2004. As mentioned in

last year’s report, there was a strategic decision to enhance the

asset management business to provide greater earnings

stability for the coming years.

2005 was a year of metamorphosis for CIMB. There were three

defining acquisitions beginning with the acquisitions of

Commerce Asset Fund Managers Sdn Bhd and Commerce Trust

Berhad. This was followed by the acquisition of GK Goh’s stock

broking businesses to become a regional investment bank.

Finally, the acquisition and integration with Bumiputra-Commerce

Bank Berhad in the quest to become a universal bank.

THE P.T BANK NIAGA GROUP

Bank Niaga Group reported PBT amounting to IDR746.3 billion

for the financial year ended 31 December 2005. This represents

a one percent decline year-on-year. The results are attributable

to two large non-recurring gains totalling IDR310 billion arising

from sale of subsidiary and gains from sales of marketable

securities in 2004 and margin squeeze in 2005. Upon

translation in Ringgit terms, pre tax profits declined by 11.7

percent to RM289.25 million compared to RM327.72 million

recorded in 2004 due to the impact of the weaker exchange

rate. The Bank Niaga Group contributed 22 percent to the

Commerce Group PBT.

It was a difficult operating environment in Indonesia especially

during the second half of the year. There were four successive

quarterly declines in GDP growth from 6.65 percent in the

December 2004 quarter to 4.9 percent as at December 2005.

The Rupiah fell to a four year low in August 2005, inflation rose

steeply to 17.1 percent from 6.4 percent in 2004 and

benchmark interest rates rose by 532 basis points during the

year. As a result, not only did demand for credit slow but a

massive redemption of fixed income mutual fund investments

led to a wholesale shift into time deposits. These trends

impacted profitability with the narrowing of margins.

CHAIRMAN’S MESSAGE

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

top five in terms of gross written premium in the industry, the

company has recorded a PBT of RM33.8 million for 2005,

which represents an increase of 56 percent against the

previous year’s result of RM21.7 million. For the 2004 financial

year, ten months of the company’s post acquisition results

were included in the Commerce Group results. At the PBT

level, this amounted to RM18.5 million. The key to the

significant growth was prudent underwriting and favourable

investment income. Retail and corporate businesses remain the

major contributors to the premium income. There was a significant

increase of income from the Bancassurance sector by 51

percent aided by specific initiatives undertaken in this segment.

Commerce Life Assurance Berhad (Commerce Life) registered a

25 percent increase in gross premiums year-on-year to RM459

million. Bancassurance continued to be the main business channel

accounting for approximately 90 percent of the gross premium

income. For the year ended 31 December 2005, Commerce Life

reported a loss amounting to RM15.0 million. This is attributable to

the impact on the investment portfolio from events affecting

specific corporate bonds during the year and an impairment loss of

RM6.7 million relating to goodwill written down on acquisition of

business from United Oriental Assurance (UOA).

TRANSFORMATION YEAR FOR THE DOMESTIC BANKING

BUSINESSES

On 6 June 2005, BCHB and CIMB Berhad announced the

strategic transformation of the banking business of BCHB. This

would entail the formation of a single universal banking group

under a new bank holding company namely CIMB Group Sdn

Bhd which will acquire 100 percent of the BCB Group and

CIMB Berhad will be privatised and de-listed from Bursa

Securities. CIMB Berhad shareholders will be offered either

cash or new BCHB shares. It is envisaged that the banking

businesses of the Group will assume the “CIMB brand” over a

phased period. The change of name for the holding company

from Commerce Asset-Holding Berhad to Bumiputra-

Commerce Holdings Berhad arose from this restructuring

exercise.

The structure of the exercise involved a few inter-related steps.

A new wholly owned subsidiary of CIMB Berhad, namely CIMB

Group Sdn Bhd (CIMB Group) will acquire 100 percent of BCB

Group for approximately RM5.4 billion via issuance of new

shares. This will result in BCHB and CIMB Berhad owning 76

and 24 percent respectively of CIMB Group. BCHB will then

acquire CIMB Berhad‘s 24 percent stake in CIMB Group via a

Mandatory General Offer. CIMB Berhad will then distribute all

of its capital to shareholders via a capital repayment exercise

pursuant to Section 64 of the Companies Act, 1965 under a

Section 176 scheme. Shareholders of CIMB Berhad can opt to

receive RM5.50 per CIMB Berhad share or subscribe for new

BCHB share at RM4.80 per share.

The Group’s commercial and investment banking businesses

have previously been kept separate. The clearest manifestation

of this has been the preservation of separate names for CIMB

and BCB as well as CIMB Berhad being separately listed on

Bursa Securities since January 2003. In the same mould as many

global players where there is convergence between investment

and commercial banking, the new combined banking group will

be able to provide the full scale of commercial banking services

as well as investment banking services and leverage on a much

larger balance sheet and capital base. This new structure

recognises the fact that in order to compete against both global

and regional players in investment banking and commercial

banking in Malaysia and regionally, scale of operations must be

optimised. The restructuring will also position the Group to

capitalise on potential opportunities in the domestic banking

industry consolidation.

By combining CIMB’s successful franchise and investment

banking leadership with BCB’s extensive network and

customer base, this in turn will create a strong and dynamic

banking group not just in Malaysia but in the region. This

transformation of the Commerce Group’s banking business will

also energise BCHB’s largest asset, namely BCB.

Integration and restructuring are two facets to this

transformation agenda and both have separate timelines.

Significant potential synergies between CIMB and BCB in

CHAIRMAN’S MESSAGE

corporate and investment banking, treasury and capital

management can be realised over an eighteen (18) months

timeframe. The physical integration between corporate and

investment banking and the two treasury departments of CIMB

and BCB were completed in 2005. There are other examples of

quick wins with regards to integration such as the merger of

BCB’s Preferred Circle and CIMB’s Private Banking as well as

the merger between Commerce Tijari and CIMB Islamic. BCB’s

international operations will be integrated with CIMB-GK as far

as possible. The restructuring and transformation of the

business and retail banking divisions will be a multi-year

exercise due to the scale of operations and the fact that there

is a gestation period before asset quality can improve. Another

area of focus would be in recoveries from the non-performing

loan portfolio and instituting various strategies for early care of

the loan portfolio.

The management, organisational structure and processes for

the combined banking group have been put in place. All the

regulatory and shareholders approvals for the restructuring

exercise have also been obtained. It is extremely gratifying to

note the support of shareholders, management, employees and

customers to this transformation agenda of the Group’s

banking businesses. CIMB Berhad had its last trading day on 23

January 2006 and its de-listing is an integral part of this

restructuring exercise. Listed on 8 January 2003, CIMB Berhad

will go on record as having the shortest listing history in

Malaysia. Total shareholders return achieved was 334 percent

over three years and market capitalisation grew by 321 percent

from RM1.46 billion at IPO to RM6.15 billion.

CORPORATE DEVELOPMENTS

During the year under review, BCHB undertook a strategic

review of the Group’s insurance businesses. From the review, a

reorganisation of the insurance businesses was recommended

with the setting up of an Insurance Holding Company (IHC).

This will facilitate the sharing of resources for support functions

and improve performance monitoring. On 18 January 2006,

Bank Negara Malaysia informed that the Minister of Finance

had approved the transfer of all shares of Commerce

Assurance Berhad, Commerce Life Assurance Berhad and

Commerce Takaful Berhad held by BCHB to Commerce

International Group Berhad (CIG), a wholly owned subsidiary of

BCHB. CIG will effectively function as the holding company for

the insurance businesses of the Group. A new emerging

market for the Group is the takaful business. We are pleased to

announce that Commerce Takaful Berhad received approval

from Bank Negara Malaysia on 30 December 2005 to

commence general and family Takaful businesses.

I mentioned in last year’s report on the development of the

Group Bancassurance Platform. This is a phased approach for

BCHB to build its bancassurance capabilities. To initiate the

implementation phase for a prescribed period, a Group

Bancassurance Office (GBO) was established in 2004. At the

end of 2005, to facilitate the next stages of implementation,

a new steering committee was formed spearheaded by BCB.

BCHB has increased its stake in Bank Niaga during the year

under review from 52.59 percent to 65.29 percent. This is in

line with our role at the holding company of allocating capital to

high performing subsidiaries in tandem with their growth

trajectory and investment requirements. The commitment to

Bank Niaga is further evidenced with BCHB subscribing to the

Rights Issue in September 2005 where our total cash outlay

was approximately RM310 million. Our total cash outlay up to

31 December 2005 for our investment in Bank Niaga inclusive

of the Rights Issue and the initial 51 percent strategic stake

acquired in 2002 amounted to approximately RM975.9 million.

The acquisition of GK Goh’s stockbroking businesses by CIMB

was completed on 28 June 2005. The regional footprint for the

investment banking business especially in the Indonesian and

Singapore market is now firmly in place. We are extremely

pleased with the maiden six months results of CIMB-GK as the

regional diversification helped to alleviate the impact of

declining trading value on Bursa Securities in 2005. CIMB-GK

ended 2005 as the number one Initial Public Offer (IPO) adviser

in Indonesia, number two in Rupiah bond dealing and number

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

CHAIRMAN’S MESSAGE

Talent management, capital management, revenue

enhancements and operational improvement are among

the key themes from the manual that form the main

area of focus for the Commerce Group.

two stock-broking company on the Singapore Exchange. There

is already some traction and momentum in the new regional

operations as evidenced by the strong deal flow.

As BCHB moves towards its regionalisation phase, there is a

critical need to urgently develop leadership talent from within.

There is also an increasing war for talent especially with the

expansion of activities by foreign banks into the Malaysian

market. One of the key initiatives at BCHB in 2005 is the

establishment of the Commerce Leadership Institute (CLI). The

Institute will play a significant role in establishing an integrated

talent management framework within the Group and aims at

developing a strong pool of next generation leaders. This will be

done through building broad capabilities and supporting top

performers in their career development thus creating a pool

of talent across the Group. Implementation of the talent

management initiatives and the CLI activities will be carried out

in 2006.

GOVERNMENT LINKED COMPANIES (GLC) TRANSFORMATION

The Government Linked Companies (GLC) transformation

continues to gather pace with the publication of the GLC

transformation manual in July 2005. A road show was held to

present the transformation initiatives to the Board of Directors

and Senior Management of the Commerce Group on 21

October 2005. A Transformation Management Office (TMO)

has been established at BCHB and mini-TMOs will be set up at

the major operating units to track and monitor the progress of

the various initiatives. Talent management, capital management,

revenue enhancements and operational improvement are

among the key themes from the manual that form the main

area of focus for the Commerce Group at present. On 22

March 2006, BCHB announced its headline Key Performance

Indicators (KPI) for 2006. The targets for 2006 are for a return

on average equity of 13 percent and for Total Shareholders

Return (TSR) to outperform the KLCI. BCHB is aiming to be

Malaysia’s regional champion. Our focus is now on the

execution of our strategies.

MERGER OF CIMB BANKING GROUP AND SOUTHERN

BANK BERHAD (SBB) BANKING GROUP

On 15 March 2006, CIMB and SBB Banking Groups jointly

announced a proposed merger of the banking operations of BCHB

and SBB. This proposal has received unanimous support from

the Boards of Directors of BCHB and SBB as well as endorsement

from substantial shareholders of SBB. This brings closure to an

extremely challenging five months’ period for both parties after

approval was obtained in October 2005 from Bank Negara

Malaysia for BCHB and its subsidiaries including CIMB Group to

enter into discussions with identified shareholders of SBB.

This is indeed a landmark merger exercise and is the largest

public takeover in Malaysian corporate history to date. Under

the terms of the transactions, BCHB will acquire the entire

business and undertaking of SBB for a total cash consideration

of RM6.7 billion equivalent to RM4.30 per SBB share. The

consideration for the Voluntary General Offer by BCHB is

equivalent to RM4.30 per SBB share and RM2.56 per SBB

warrant. Post-acquisition of SBB, BCHB will inject the entire

business of SBB into CIMB Group. The proposed merger and

acquisition is subject to the approval of the regulatory

authorities and shareholders of BCHB and SBB.

This merger and acquisition exercise is strategic and consistent

with the Group’s priority agenda of transforming the consumer

finance franchise. The complementary strengths of both groups

will translate into a quantum leap in value creation capabilities

particularly in retail and credit card operations, consumer

finance and wealth management. This transaction also reflects

the realities of the inevitable forces of consolidation that arises

under the Financial Sector Master Plan.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

GROUP PROSPECTS FOR 2006

2005 saw major transformation efforts within the Group mainly

through the internal restructuring and integration efforts

involving CIMB and BCB. Through the CIMB-GK platform and

the increase in BCHB’s stake in Bank Niaga, the regional

markets are becoming increasingly important to the Commerce

Group. The grouping of all insurance subsidiaries under an

insurance holding company, Commerce International Group

(CIG) will facilitate a focused strategic direction for the

insurance businesses.

For 2006, higher investment banking activities and treasury

income as well as the intensified recovery efforts will be the

key drivers of earnings growth as the rebuilding of retail and

business banking continues. The expectation is for the strong

momentum in the Ringgit bond markets to continue in 2006.

Equity markets may be sluggish in 2006 and cross border

transactions are expected to drive M&A advisory work. We

expect moderate loan growth in the domestic market and an

aggressive push for deposits. With greater combined financial

muscle and synergies, the Commerce Group will be able to

offer both domestic and regional clients better value added

propositions.

ACKNOWLEDGEMENTS

On 1 January 2006, Dr. Rozali Mohamed Ali retired from his

post as Executive Director/Group CEO of the Commerce

Group. Dr. Rozali joined the Board of Directors of BCHB on 6

July 1993. He had played a key role in the strategic leadership

and direction of the Group in particular the merger between

Bank of Commerce and Bank Bumiputra Malaysia Berhad and

ably led BCB through the transition years post merger. He also

played a key role in the Commerce Group’s first regional foray,

the acquisition of the 51 percent stake in Bank Niaga in 2002.

I wish to place on record our heartfelt appreciation and

gratitude to Dr. Rozali for his contributions.

Subsequent to the year end on 3 January 2006, En Mohd

Shukri Hussin was appointed as Managing Director/Group CEO

of the Commerce Group. He has held various senior positions

within the Commerce Group including as Chief Executive

Officer of Bank Muamalat Malaysia Berhad from 1999 to 2003

and as Chief Executive Officer of CIMB Securities Sdn Bhd

from 1992 to 1999. His extensive experience and leadership in

the financial services industry will augur well for the Group as

BCHB positions itself as Malaysia’s first South East Asia-wide

regional financial services group.

On 27 January 2006, we welcomed Dato’ Mohamed Nazir

Razak to the Board of Directors as a Non-Independent Non-

Executive Director. As Chief Executive Officer of the CIMB

Group, he will lead the transformation and integration initiatives

of our banking businesses.

On behalf of the Board of Directors, I would like to extend our

gratitude to the management and staff of the Commerce Group

for their continued commitment and dedication. I would also

like to extend our appreciation to the regulators, namely Bank

Negara Malaysia, the Securities Commission, the Bursa

Securities, our business partners, advisers and our customers.

Last but not least, we would like to thank our shareholders for

their continued support.

DIVIDENDS

Subject to your approval at the forthcoming Annual General

Meeting, the Board has recommended a final gross dividend of

10 sen (2004: 10 sen) gross per ordinary share less tax at 28

percent. The Board is also recommending a special gross

dividend of 5 sen (2004: 5 sen) less income tax at 28 percent.

The Company also announced on 28 February 2006 an annual

gross dividend rate target of 15 sen per share. While this will

assist investors to estimate a dividend yield, this policy does

not preclude us from returning capital from time to time as part

of overall capital management.

Tan Sri Dato’ Mohd Desa Pachi

Chairman

Kuala Lumpur

5 April 2006

CHAIRMAN’S MESSAGE

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Review

BCB Group 46

CIMB Group 50

Bank Niaga 53

Key Business

KEY BUSINESS REVIEW

BCB Group

BUSINESS BANKING

The emphasis during the year has been largely centred on

addressing the asset quality position and tightening the credit

approval process. In 2005, the major portion of the loan was

extended towards the manufacturing sector accounting for 35

percent of Business Banking loans followed by 38 percent from

the construction sector. Post the integration announcement in

June 2005, an important event from the business development

standpoint is the strategic alliance signed between the newly

formed SME Bank and CIMB-BCB Group. This collaboration will

include the provision of appropriate guarantees by SME Bank

and reduce many barriers to financing especially for newly

established SME ventures that lack traditional collateral and

track record. The alliance will also enable SME Bank to leverage

on BCB’s large delivery network. BCB will act as collection

agents for SME Bank in trade finance, deposits and payment

facilities and provide other services not offered by SME Bank.

The product portfolio of business banking will also be refreshed

to include capital market products such as fixed income and

forex related products. Syariah related products from

Commerce Tijari were available from November 2005

throughout BCB’s branch network. Private equity will become a

core new product of Business Banking with the setting up of a

new unit called “Bumiputra Advisory Teams” (BAT). Many

bumiputra companies face non-performing loans problems

because their businesses have been seeded with too much

debt. The BAT professionals will advise businesses on the right

capital structure between debt and equity. CIMB Private Equity

will have approximately RM500 million in funds to invest or co-

invest with entrepreneurs while Business Banking will provide

the loans. There were also initial steps taken to develop a

segmented business model encompassing mid-sized corporates,

SMEs and micros.

RETAIL BANKING

Subsequent to the year end, a new consumer banking

organisation structure was announced with three divisions

namely Consumer Sales and Distribution (CSD), Retail Banking

and Business Banking. CSD will be responsible for all delivery

channels including bank branches, business banking centres

and retail business centres. Retail Banking will be responsible

for development and origination of products and services as

well as portfolio management.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

KEY BUSINESS REVIEW

Retail loans closed at RM15.8 billion, an increase of 17.7

percent from the previous year. Housing loans constituted the

bulk of retail loans at 66.5 percent with total loans valued at

RM10.5 billion in 2005, growing by 10 percent compared to

RM9.5 billion in 2004. Total retail deposits grew by RM670.5

million to RM12.7 billion in 2005, with fixed deposits making up

46.6 percent of the total. Post the integration announcement,

credit tightening measures were introduced. BCB Preferred

Circle was merged with CIMB Private Banking. Syariah-

compliant products were rolled-out throughout the BCB branch

network in October 2005.

In line with sustained growth in transactional activities, fee

income, a major component of non-interest income grew by

29.2 percent from RM101.29 million to RM130.86 million in

2005. Looking forward, through better customer segmentation,

the focus will be to increase deposits and fee based income.

This includes working closely with Treasury to offer new

Treasury products.

BCB is constantly upgrading products, services and delivery

systems to meet the demands of customers. During the year

under review, 106 electronic banking centres were developed

nationwide to offer customers 24-hours banking convenience

with the full range of automated machines. As part of the

CIMB-BCB integration, a New Branch Project is being

developed with the emphasis centred on a total customer

experience paradigm. There is also an aggressive campaign to

pursue more savings and current accounts.

CORPORATE/INSTITUTIONAL BANKING

The physical integration between corporate banking and

investment banking of CIMB took place at the end of 2005.

Similarly, the physical integration of the two treasury desks of

BCB and CIMB took place in September 2005. It is envisaged

that the corporate loan book and larger treasury balance sheet

will support deal origination in particular cross-border deals.

During the year, a total of RM9.0 billion in new loans was

extended by the corporate banking division, comprising RM3.4

billion in loans to new customers (2004: RM3.2 billion) and

RM5.6 billion (2004: RM4.6 billion) in enhancements to existing

customers. BCB played an active role in supporting Malaysian

companies in their ventures overseas, especially in the

construction industry. The international branches will work

closely with CIMB-GK in their respective jurisdictions.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCB Group

Looking forward, through better customer segmentation,

the focus will be to increase deposits and fee based income.

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

I-COMMERCE

The Bank’s foray into I-Commerce is through products such as

Channel-e, mobile banking, BizChannel and eDealer. The

operating environment for I-Commerce continues to be

promising, particularly in personal internet banking and SMS-

based banking. The increase in the Bank’s Channel–e

subscriptions in 2005 was 106% largely on the back of the

upgraded core Internet Banking Solution. Funds transfer made

up the major portion of transactions for Channel-e. BizChannel

continued to see increased subscriptions as a result of joint

campaigns with Business Banking with funds transfer forming

the major component of transactions. New offerings during the

year included Bulk Payment services for the Federal and State

governments as well as the new online payment system to the

Customs and Excise for freight forwarders.

INFORMATION TECHNOLOGY (IT)

With the BCB integration with CIMB in 2005, the IT

management model has been changed. The program

management is now more geared towards project

management. Some new initiatives initiated post the

integration announcement include customer centric integrated

delivery channel and regional IT platform. Some other projects

initiated during 2005 and scheduled to be completed in 2006

include the Murex treasury system and the incorporation of

imaging capability into the loan processing system.

HUMAN RESOURCES

Throughout 2005, the human resource effort focused on

building human capital in critical areas such as consumer sales,

asset recovery and risk management. Employee resources

were also restructured through recruitment, redeployment and

training. A large and robust consumer sales force is now in

place with more than 600 dedicated sales staff mobilised at our

retail outlets. With the focus on asset recovery, a significant

increase in employee resource was assigned to these tasks.

Attention to customer service was given priority in the Bank’s

staff training initiatives for the consumer bank. The “teaming2win”

programme introduced earlier was extended to all branches

underscoring the quest for service improvement. The way

forward is to enhance and enforce a stronger performance

based culture throughout the group.

BCB Group

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

As part of the integration with CIMB, HR introduced a Mutual

Separation Scheme in November 2005. The scheme available

over a six months time frame, allows staff to consider the

demands of the new Bank and their personal aspirations and

new directions, providing an opportunity for mutual

consideration on separation. A Helpdesk was set up in HR to

provide assistance and clarify issues relating to the scheme. At

the same time, the integration of Bumiputra-Commerce

Finance with BCB resulted in the introduction of a Voluntary

Separation Scheme in the auto loans unit.

RISK MANAGEMENT

The risk committees at management level of CIMB and BCB

have been streamlined to provide more effective risk

management at group level with membership expanded to

include senior officers from CIMB and BCB. BCB has issued a

board-approved Credit Risk Policy Guide (CRPG) which outlines

limiting risk, risk pricing and credit risk rating, measurement and

reporting.

BCB is guided by the Treasury Risk Management policy in

governing the trading and other global treasury activities. The

policy has been reviewed during the year. Progress has also

been made in adopting best practice VaR methodology. The

VaR approach will be adopted in measuring and controlling

market risk. In 2005, some of the initiatives undertaken with

regards to operational risk include a road show to enlighten

business units, operating and support centres and subsidiaries

on Basel II. To enhance the operational risk framework, a key

component is the Loss Event Data Collection programme. An

Operational Risk Sub-Committee was established to facilitate

and validate the Loss Event Data that is reported to the

Operational Risk Management unit on a monthly basis.

BCB Group

The operating environment for I-Commerce continues

to be promising, particularly in personal internet banking

and SMS-based banking.

KEY BUSINESS REVIEW

CIMB Group

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

INVESTMENT BANKING (IBK)

IBK takes the responsibility of nurturing and improving issuer-

client relationships and is pivotal to issuer-client deal flow. The

division assumes the “front-line”role of ensuring that the needs

and requirements of clients are satisfied through careful

analysis and structuring of tailor-made innovative and value

enhancing financial solutions. During the year, the number of

IBK teams were expanded to five. They are supported by an

independent research unit that provides industry specific

research support.

EQUITY MARKET AND DERIVATIVES (EMD)

CIMB was involved in numerous equity and equity linked

transactions in 2005. Notable Initial Public Offerings (IPO)

during the year were Bursa Malaysia Berhad, Titan Chemicals

Corp Berhad and Kurnia Asia Berhad. For secondary

placements, CIMB acted as Joint Bookrunners in the RM467.5

million placement of PLUS Expressways Berhad shares and

Sole Placement Agent in the RM387.7 million placement of

Proton Holdings Berhad shares. In 2005, CIMB was appointed

the Joint Lead Manager in YTL Power Finance (Cayman) Ltd’s

USD250.0 million exchangeable bond offering.

In anticipation of the growing appetite for foreign investments

following the liberalisation of Exchange Controls by Bank

Negara Malaysia in April 2005, CIMB worked on providing the

avenue for domestic investors to invest in foreign capital

markets. During the year, the CIMB Group was involved in a

number of deals in regional markets where share offerings

were made available to local investors. The deals included

CIMB-GK’s two maiden listings on the Hong Kong Stock

Exchange namely the IPOs for One Media Group Ltd and

Sincere Watch (Hong Kong) Ltd.

CROSS MARKETS TRADING & TREASURY (CMTT)

CMTT, formerly part of Debt Markets and Derivatives Division,

is involved in a wide range of activities including trading in

domestic fixed income and equity markets, global fixed income

market and foreign exchange market, primary bond markets

underwriting, trading and market-making in exchange-traded

and over-the-counter derivatives markets, providing asset/

liability and risk management solutions, providing repo and

money market products and services and Islamic money

market services.

During the year, CIMB had an estimated 35 percent share of

the secondary market corporate bond trading, making it the

most active player in the segment. In 2005, CMTT’s trading

universe also expanded to cover foreign exchange and equities

as a natural extension of its trading activities. It is expected,

however that over the intermediate term, the bulk of CMTT’s

earnings will come from the secondary market bond trading.

CIMB maintained its number one position in the Ringgit

Private Debt Securities (PDS) league table, with a market

share that stood at 20.4 percent from 19.5 percent in 2004.

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

DEBT CAPITAL MARKET SERVICES (DCMS)

DCMS specialises in providing funding, liability management

and investment solutions to sovereign, corporate and

institutional issuers and investors in South East Asia. The

solutions involve accessibility to the domestic and global bond,

commercial papers, Medium Term Notes programme and

Islamic capital markets.

CIMB maintained its number one position in the Ringgit Private

Debt Securities (PDS) league table, with a market share that

stood at 20.4 percent from 19.5 percent in 2004. The main

driver for the growth has been Islamic PDS issuances which

totaled RM7.8 billion in 2005. CIMB’s market share in Islamic

PDS increased from 10 percent in 2004 to 25.6 percent in

2005. Some of the major deals done in 2005 include World

Bank’s RM760 million Islamic Bonds, Islamic Development

Bank’s USD500 million Sukuk, Cagamas MBS Bhd RM2.05

billion Islamic Residential Mortgage Backed Securities and

Syarikat Bekalan Air Selangor’s (SYABAS) RM3.2 billion Islamic

Project Finance facilities.

STRUCTURED PRODUCTS & DERIVATIVES (SPD)

The Structured Products & Derivatives unit of Treasury is

responsible for the development of derivative and derivative-

linked solutions for CIMB Group. During the year, SPD

upgraded its capabilities to offer option based derivative

solutions and launched five new structured products. Following

the liberalisation of BNM’s Foreign Exchange Administration

Rules, CIMB seized the opportunity to launch innovative

products providing Malaysian investors access to foreign

markets and alternative investments. Examples include RM

denominated principal protected investments linked to crude oil

and basket of foreign equity indices.

CORPORATE FINANCE (CF)

Conditions for corporate finance activities were challenging

during the year with lower levels of market activity compared to

previous years, compounded by intense competition. Despite

the difficult environment, CIMB managed to maintain its overall

lead position. It continued to top the M&A league table with 20

deals (for deal value exceeding RM50 million) for a total deal

value of RM14.9 billion or a 45.6 percent market share by value.

PRIVATE CLIENT SERVICES (PCS)

PCS comprises Private Banking (PB), Private Client Unit,

Remisiers, Branch Broking and e-Broking. Private Banking’s

Assets under management (AUM) doubled during the year to

RM2.8 billion. PB’s business went through a transition during

the year, with transaction services de-emphasised while

managed funds and structured products enjoyed greater focus,

moving closer in line with the business model of international

CIMB Group

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

private banks. Annuity AUM, comprising largely of discretionary

funds and unit trusts grew by 250 percent to RM1.0 billion,

while the value of structured products distributed amounted to

over RM90 million. PCS expanded its reach by opening

branches in Penang and Kuching during the year.

PRIVATE EQUITY (PE)

CIMB Group introduced the “Bumiputra Advisory Team” (BAT)

initiative to look into financing needs of bumiputra controlled

companies via the introduction of equity financing during the

year. Bumiputra companies will be advised on their financing

requirements in order to have an optimal capital structure.

PE will work closely with BCB on this initiative.

PE launched CIMB Private Equity 1 Fund (South East Asia late

stage private equity fund) in early 2005. Total AUM grew to 800

million at the end of the year, a three-fold increase from 2004.

Several significant deals were completed for a total investment

of RM95 million. CIMB PE completed one of its largest

investment to-date by acquiring a significant stake in Sesama

Medical College.

CIMB ISLAMIC (CI)

2005 was an excellent year for CI, which was involved in

pioneering numerous new products and structures as well as

managing and structuring some of the largest issues in the

market. CIMB was the Joint Principal Adviser/Joint Lead

Manager/Joint Lead Arranger of the largest RM Islamic bond

issue of the year for SYABAS amounting to RM3.2 billion.

CI was involved in the landmark USD500 million issue by the

Islamic Development Bank. CI successfully lead-managed the

World Bank’s first Islamic Securities, the RM760 million issue

by the International Bank for Reconstruction and Development

and the inaugural RM2.05 billion Islamic Residential Mortgage

Backed Sukuk Musyarakah for Cagamas MBS Berhad.

Other new products and structures that CI developed during

the year include Islamic Profit Rate Swap. This innovative

product aims to protect financial institutions from fluctuations in

borrowing rates and to provide a risk control mechanism.

Islamic IPO financing was also introduced during the year.

As part of CIMB’s growth strategy, the Group opened a branch

in the Brunei International Financial Centre. For 2005, CI was

ranked number one in the League Table for Lead Managers by

ISI Emerging Markets-Islamic Finance Information Service for

the global Islamic securities market.

CIMB Group

CIMB was the Joint Principal Adviser/

Joint Lead Manager/Joint Lead

Arranger of the largest RM Islamic

bond issue of the year for SYABAS

amounting to RM3.2 billion.

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

CONSUMER BANKING

The focus for the year was to execute a multi-pronged strategy

in addressing the consumer business. This involved multiple

segmentation with closely targeted campaigns. Data mining

capabilities was given added emphasis and the telesales

channel was further improved. Efforts were also directed

towards better cross selling and enhancing operational and

service excellence. In line with the refinement of the consumer

banking strategy, the mortgage business in particular achieved

resounding success in 2005. Bank Niaga’s market share of the

home loan segment is now 10.5 percent. This places Bank

Niaga as the second largest home loan provider in the country.

There is broad demand for home ownership as home loans are

still under penetrated comprising 3 percent of Gross Domestic

Product. Home loans constitute 67 percent of total consumer

loans which grew by 57 percent to IDR9.2 trillion in 2005.

Customers can access one of the most comprehensive

mortgage service loan services in the market, featuring fixed

and floating rates and different tenors. Housing loan products

cater for different age groups and lifestyles among the

customers.

The total number of customer accounts is now in excess of 2

million. The cross selling efforts were further refined and

improved during the year. To a large extent, the telesales force

were utilised to introduce products ranging from auto loans and

insurance products to credit cards. Auto loans grew by 22

percent during the year to IDR1.8 trillion.

New concepts and innovative ideas continued to be introduced.

Bank Niaga’s Coffee Banking branch in the heart of Jakarta’s

central business district in partnership with Starbucks was a

market leading concept. This new branch is also an important

showcase for the strong electronic banking suite of Bank

Niaga’s ATMs and Self Service Terminals (SST). Electronic

transactions now form approximately 70 percent of total bank

transactions handled.

In conjunction with Bank Niaga’s 50

Anniversary, special

programmes offering customers with gold coin and gold bars

were introduced across the entire savings range. Total third

party deposits grew by 45 percent during the year to IDR17.6

trillion representing 51 percent of total deposits. The mutual

fund business was affected by market wide redemptions as

interest rates continued to rise. The bank-wide strategic review

highlighted that considerable potential was available across the

high net worth and mass affluent segment. Bank Niaga is

already well represented in these customer segments and will

continue to focus on these segments.

Bank Niaga

Bank Niaga’s market share of the home loan segment

is now 10.5 percent. This places Bank Niaga as the

second largest home loan provider in the country.

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BUSINESS BANKING

Business and SME banking now account for approximately 42

percent of Bank Niaga’s total lending. Loans growth for 2005

was commendable at 39 percent amounting to IDR12.3 trillion.

The focus going forward will be directed towards the middle

commercial segment as a result of the strategic review. Market

conditions in 2005 were difficult with worsening macro

economic conditions and the highly competitive landscape.

Bank Niaga continued to channel their efforts to specific

industry sectors. The Commercial Linkage Development (CLD)

unit was strengthened to provide vehicle financing and shop-

house finance. Branches and commercial desks were relocated

closer to large retail developments. A more sales oriented

focus has helped strengthen client relationships and the

expansion of business centres will assist Bank Niaga in being

closer to their customers.

Additional work was completed during the year in partnership

with rural banks (BPRs). Working with approximately 160 BPRs,

Bank Niaga distributed IDR338 billion in multipurpose loans to

rural areas during the year. The linkage programme with BPRs

is already part of Bank Indonesia’s policy for strengthening the

Indonesian Banking Architecture. Rural areas offer sound

growth prospects for the future and an understanding of

community banking will broaden Bank Niaga’s market

segmentation.

CORPORATE BANKING

Both the changing market conditions during the year and Bank

Niaga’s repositioning had an impact on the corporate business.

This segment covers companies or groups that have an annual

turnover in excess of IDR500 billion. Corporate lending growth

was modest. However, foreign exchange and trade finance

related service fees were higher as a result of strong import

activity in the first half of the year and exchange rate volatility.

Cash management services enjoyed a good year. Asiamoney

named Bank Niaga as the best local cash management bank in

Indonesia for 2005. Speedier transactions handling was

supported by a new automated treasury system completed in

2005. In July 2005, Bank Niaga was appointed by KSEI (the

Indonesian Central Securities Depository) as a payment bank to

facilitate transactions between securities companies trading on

the Jakarta Stock Exchange. The appointment was made

against a backdrop of more stringent requirements and criteria

set by the Jakarta Stock Exchange. The payment bank

generates additional fees from regular intra-day trading and

initial public offerings. The Excelcomindo IPO was the flagship

primary equity deal of Indonesia in 2005 in which Bank Niaga

acted as the payment bank and CIMB-GK was the main

underwriter. We expect Bank Niaga’s custodial and payments

services business to grow as the Jakarta Stock Exchange index

hits new records.

Bank Niaga

Asiamoney named Bank Niaga as the

best local cash management bank

in Indonesia for 2005.

KEY BUSINESS REVIEW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

The custodial business was affected by mutual fund

redemptions during the year. Bank Niaga typically handles over

5,000 transactions a month for approximately 284 foreign and

local customers. Customers are provided with on-line access to

custodial administration and registry services. Assets under

management declined with the general redemption of mutual

funds. However, new investment products were developed in

line with the new focus on high net worth income group. The

focus has been shifted to pension fund customers. Funds

under management totaled IDR25.9 trillion as at 31 December,

2005.

Corporate banking expects to leverage further on the BCHB

and CIMB network. Bank Niaga has a dedicated Malaysian

Desk facilitating two-way business ties. In the future, Bank

Niaga will collaborate with CIMB Group on supporting selective

new infrastructural projects that will be launched by the

Government of Indonesia. It is envisaged that Bank Niaga will

provide the on the ground support in transactional services and

finance while CIMB Group undertakes the lead advisory role.

The “Cash Laju” remittance service for workers in Malaysia in

cooperation with BCB has been successful. BCB and Bank

Niaga have also worked together on fund transfer and

insurance products for students studying in Malaysia and

Australia.

SYARIAH BANKING

The Syariah Banking service continued to gain momentum with

6,800 account relationships at the end of 2005, its first full year

of operations. Earning assets amounted to IDR300 billion and

third party funding stood at IDR116 billion. Most significantly,

the Syariah Banking operations achieved break-even point

within ten months of their establishment.

In addition to six existing outlets, a new branch was opened in

Surabaya in 2005. New financing products namely Musyarakah

and Mudharabah were launched for business banking

customers. A financial lease product called Ijarah Muntahiyah

Bi-Tamlik was introduced during the year. New Bank Indonesia

regulations to encourage Syariah banking will be a welcome

development, allowing Syariah customers to open syariah

funding accounts via the counters of the conventional bank.

Bank Niaga Syariah will benefit from the proposed new office

channeling regulations.

While the substantial rise in conventional interest rates in 2005

affected the usage of Syariah facilities, we believe a downtrend

of rates from the second half of 2006 will encourage more

customers to switch to Syariah banking. The challenge within

the Syariah banking industry is the ability to offer more

competitive and flexible products to meet the ever changing

needs of the market. During the year, Bank Niaga Syariah

supported an orphanage in Jakarta in addition to the distribution

of zakat contributions from its business activities for the benefit

of several zakat institutions. The Bank Niaga Syariah operations

is supervised by an independent Syariah Supervisory Board

whose members are appointed by the National Syariah Board,

a body under Majlis Ulama Indonesia (MUI).

Bank Niaga

BCHB is an Investment Holding Company...

BCHB

Overseas Operations

(65%)

Universal Banking

(100%)

Insurance Group

(100%)

Others

(100%)

BANK NIAGA

PT Bank Niaga CIMB Group

BCB Group

Commerce International

Group

Commerce

Asset Ventures

commerce-ventures

Headline KPIs announced

Key Performance Indicators (KPI) 2005 2006 Target

1. Return on Average Equity 8.9% 13%

2. Total Shareholder Returns (TSR) 24% To outperform

KLCI TSR.

Commerce Assurance

Commerce Life Assurance

Commerce Takaful

Strategic

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

As an active strategic investor, BCHB undertakes four key roles.

Strategic

Development

Corporate

Development

Provide strategic oversight

of investments to achieve

long-term growth and

sustainable profitability.

Optimise use of capital

resources to generate

sustainable returns from

investment portfolio for

long-term shareholder

value creation.

Promote best practices across

the Group to achieve group-wide

synergies for revenue and

productivity enhancement.

Provide common operational

functions, talent management

and promote centre of excellence to

drive best practices into the business.

KPIs are tied to strategic objectives and balanced across the four perspectives.

Transformation

Capital

Management

Shared Platform

Development

1 2

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB’s Corporate Scorecard

Corporate Objectives KPI

A. Optimise use of capital resources to generate sustainable • Return on average equity.

returns from investment portfolio for long term shareholder • Total shareholder returns (TSR).

value creation. • Business opportunities/investments/

B. Create value as an integrated financial services group with initiatives approved by the board.

emerging regional presence. • Timeliness of business opportunities/

C. Integrate diverse capabilities to provide innovative and investments/initiatives implemented.

comprehensive financial solutions. • Compliance to regulations and guidelines:

D. Provide strategic oversight and monitor performance of • Bursa Malaysia, BNM, SC, SSM.

investments to ensure sustainable growth. • Foreign regulators (where applicable).

E. Optimise deployment of talents to develop competencies for • BNM rating/audit findings.

effective boards and management teams. • Timeliness of talent management

initiatives implemented.

• Employee/Subsidiary satisfaction index.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB’s group corporate strategy is phased over the next three (3) years.

Major initiatives prioritised for 2006, building on 2005’s

1. Regional Expansion

• Regional footprint in South East Asia.

• Further leveraging Bank Niaga into the Group.

4. Execute Talent Management Initiatives

• Setting-up of Commerce Leadership Institute (CLI)

structure and processes.

• Launch Emerging Leaders Program.

2. Scaling up Retail Franchise through Domestic

Consolidation

• Southern Bank Berhad acquisition.

• Retail transformation.

5. Decide on Insurance Franchise

• Capitalise on Takaful license.

• Deepen Bancassurance.

3. Enhance Capital Management

• Articulate ROE targets.

• Articulate dividend policy.

• Better balance sheet management.

6. Execute along GLC Transformation Manual

• Set up Mini Transformation Management Office (TMO).

• Focus implementation in the Group.

In conclusion...

No. 1

We aim to be Malaysia’s

Regional Champion.

No. 2

Context set by the

Financial Sector

Masterplan and GLC

Transformation initiative.

No. 3

We started our

transformation in 2004.

No. 4

We are very focused

now in the EXECUTION

phase.

STRATEGIC TRANSFORMATION

Internationalisation

Regionalisation

Growth

Consolidation

Balanced

Scorecard

2008

First

2 years

3 years

2007

2006

2005

2004

• Potential acquisition in

selected countries

• Leading regional financial

services force

• Potential integration with financial institutions

overseas

• Strategic partnership with foreign financial

services company

• Scale up retail business - CIMB-BCB-SOUTHERN

• Further penetration in corporate/institutional segment

• Increase contribution from Indonesia and Singapore

• Drive the insurance business

• Manage capital resource allocation

• CIMB-BCB integration – strengthened balance sheet

• Strengthened position on PT Bank Niaga – increased shareholding

• Acquired GK Goh, one of Singapore’s blue-chip stockbrokers

• Reorganised insurance business

• Financial Sector Masterplan by BNM

• Aligned with GLC transformation

• Clarified BCHB’s strategic role

• Set KPIs and targets for senior management

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Economic Outlook

A combination of sustained domestic demand and the

continued gains in exports would support growth.

REAL GDP

With the external picture remaining good and domestic demand

conditions staying supportive, we expect the Malaysian economy

to sustain GDP growth at 5.3% in 2006 (5.3% in 2005). A

combination of sustained domestic demand and the continued

gains in exports would support growth. The upturn in global

semiconductor industry, coupled with firm commodity prices are

expected to underpin Malaysia’s exports. Although there is upside

to GDP growth from the strong exports, there is still downside

risk from private spending, which is expected to taper to around

6.3% growth in 2006, from 9.2% in 2005.

On the external side, the US economy is expected to grow at a

brisk pace (GDP growth at 3.0-3.4%), while the recovery in Japan

is gaining strength and the Euro area economy is cruising along

amid concerns over inflation. Malaysia’s regional neighbours,

namely, Singapore and Indonesia are expected to register

respectable GDP growth in 2006. Singapore is expected to expand

at a rapid pace of 7.1%, on the back of stronger growth from

both the goods-producing as well as the services-producing

sectors. The services-producing sector is about 65% of GDP and

it is anchored Singapore as being the regional hubs for trading

and logistics, info-communications technology and financial

services. Indonesian economy is expected to grow by 4.8%, with

the key drivers of GDP growth coming from the manufacturing,

construction, transport and communications, and the commerce,

hotels, and restaurants sectors. Another key growth catalyst is

investments (22.7% of GDP), which will be driven largely by public

infrastructure spending. Both public and private investments are

expected to provide a powerful boost to domestic growth over

the medium term. President Susilo Bambang Yudhoyono

announced his infrastructure initiative in October 2004, with an

initial target of USD85 billion to be spent over five years. During

the Indonesian Infrastructure Summit in January 2005, Indonesia’s

national development planning agency, Bappenas increased this

target to USD150 billion in 2005 – 2010.

GROWTH PERFORMANCE BY KEY SECTORS

The growth catalyst for 2006 will mainly be private sector-driven,

augmented by a steady recovery in exports. Aggregate domestic

demand is projected to expand, albeit at a slower rate of about

5.0% in 2006.

Real GDP by expenditure

2004 2005 2006E

Real GDP 7.1 5.3 5.3

Private consumption 10.5 9.2 6.3

Public consumption 6.0 5.9 3.7

Investment 3.1 4.7 5.1

Exports 16.3 8.4 10.0

Imports 20.7 7.6 9.3

Source: BNM and CIMBS estimates

All the sectors are expected to register positive growth rates,

with the manufacturing and services sector remain the key drivers

of GDP growth in 2006.

Real GDP by sector

2004 2005 2006F

Real GDP 7.1 5.3 5.3

Agriculture 5.0 2.1 2.5

Mining 3.9 0.8 3.0

Manufacturing 9.8 4.9 5.7

Construction -1.5 -1.6 1.8

Services 6.8 6.5 5.7

Source: BNM and CIMBS estimates

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

ECONOMIC OUTLOOK

The manufacturing sector is expected to expand by 5.7% in 2006

(4.9% in 2005), benefiting largely from the rebound in electronics

demand as well as the improvement in domestic industries

catering for the domestic market, namely the construction related

building materials. The rollout of the Third Industrial Master Plan

(2006 - 2010) by the Ministry of International Trade and Industry

in June this year is expected to lay out specific policy directions

for the development of high value added manufacturing industries

and manufacturing services.

The services sector is expected to sustain at high growth of 5.7%

in 2006, reflecting a broad-based expansion in almost all sub-

sectors of services. These include the financial, business services,

retailing, tourism, communication and transportation. The services

sector, which has been expanding at a robust pace of 6.1% during

2000-2005, will remain the prime contributor to overall GDP

growth. We see tremendous potential to raise its share to GDP

to above 60%, from an average of 57.0% of GDP during the period

2000-2005.

The agriculture and mining sector is expected to gain strength

in 2006, registering growth of 2.5% and 3.0% respectively.

A moderate rise in palm oil production amidst still strong CPO

prices (estimated at RM1,580/metric tones) is expected to

support the agriculture sector. Higher output of crude oil and

natural gas spurred by firm prices and demand is expected to

boost the mining sector.

The construction sector is set to turn around to expand by 1.8%

in 2006 following two straight years of decline in 2004 - 2005.

This will be spurred by the implementation of new and ongoing

infrastructure projects. The continued housing development will

also boost the sector’s growth. It is expected that the

implementation of the Ninth Malaysia Plan (2006 - 2010) will kick

start new infrastructure projects.

INFLATION OUTLOOK

Inflationary conditions are expected to accelerate in 2006, driven

largely by higher energy prices and other rising costs. The CPI

growth is expected to remain high at above 3.5% at least in 1H06,

as the hikes in the retail prices of petroleum products ranging

between 18.5% - 23.4% resulting in both direct and indirect impact

on consumer inflation.

EXTERNAL SECTOR

The external sector is expected to remain strong, benefiting largely

from the rebound in electronics as well as firm commodity prices.

Exports are expected to sustain at 10% - 12% in 2006,

underpinned by the continued strength of the global economy as

well as intra-regional trade.

MONETARY POLICY

The expected rise in domestic inflation as well as the persistent

widening yield gap with US rate is expected to pressurise domestic

interest rates to trend upward. Bank Negara upped the overnight

policy rate (OPR) by 30 bps to 3.0% for the first time in seven

years on 30 November 2005. This signaled the pre-emptive move

to realign domestic interest rates to ensure financial stability and

stave off inflation. The OPR was hiked by another 25 bps to 3.25%

on 22 February 2006. We expect the OPR to be increased by a

total of 50 - 100 bp in 2006. Having said that, the magnitude of

rate hike will depend on: (i) the outlook for inflation; (ii) prospects

for economic growth; and (iii) the general trend in global interest

rates. Also, the pace of monetary tightening could take a breather

if the US interest rates cycle reverses or if the ringgit appreciates

by 3% - 5%. On balance, the stance of monetary policy remains

supportive of economic activities. The increase in rates should

not be viewed as being too restrictive given the ample liquidity.

There is no liquidity crunch and banking institutions still provide

credit facilities at reasonable rates.

(Source: CIMB Securities: Economic Research)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

CIMB Berhad was named as the winner in the

category of Best IR in the Singapore market

by a Malaysian Company in the 2005 IR magazine

awards (South East Asia Investor Relations Awards).

BCHB was short listed for the same award.

Investor Relations

With the many strategic changes within the Group during the

course of 2005, it has been an eventful and busy year for investor

relations. Subsequent to the 6 June 2005 announcement of the

restructuring and integration of the banking businesses of the

Group, the investor relations activities and efforts of BCHB and

CIMB were combined and co-ordinated as a joint effort.

Investor relations is entrenched as the communication platform

between the Group with the investment community at large.

Some of the underlying approach includes accurate and consistent

information flow to the investment community as well as providing

feedback on perception and issues to management.

ACTIVITIES

Among the activities conducted during the year include:

– Briefing to analyst and press in conjunction with the release

of 2004 financial year audited results on 2 March 2005.

– In 2005, BCHB has approximately 140 meetings with equity

research analysts, fund managers and investors. (This

excludes meetings at roadshows and investor conferences).

– Participated in Invest Malaysia 2005, organised jointly by Bursa

Malaysia, CIMB and CSFB.

– Attended the inaugural Bursa Malaysia GLC Forum 2005.

– CIMB Berhad presentation to analysts and press on the

acquisition of GK Goh’s Stock broking business on 13 January

2005.

– Briefing to press and analyst on 6 June 2005 on proposed

restructuring and integration of Group’s banking businesses.

– Briefing to press and analyst on the first 100 days up-date on

the CIMB-BCB integration and restructuring exercise

combined with Group Interim results announcement.

– Participated in both domestic and international non deal

roadshows and investor conferences. The international

meetings were held at the key global investment centers

namely Singapore, Hong Kong, London, New York and Boston.

– Liased with Bank Niaga Investor Relations Department on

investor presentation and queries.

– Other channels of communication include the Annual General

Meeting in April 2005 and the Extraordinary General Meeting

in September 2005 on CIMB-BCB integration.

CIMB Berhad was named as the winner in the category of Best

IR in the Singapore market by a Malaysian Company in the 2005

IR magazine awards (South East Asia Investor Relations Awards).

BCHB was short listed for the same award.

COVERAGE ON BCHB BY BROKERAGES IS HIGH

Thomson Reuters

(coverage to earnings estimates) 28 28

At the last trading day of the year, 30 December 2005, BCHB and

CIMB were ranked the 8th and 21st largest company by market

capitalisation on Bursa Securities. Market capitalisation of BCHB

rose to RM15.7 billion as at 30 December 2005 from RM12.7

billion at the end of 2004. Foreign ownership has increased from

31.11% at the end of 2004 to 37.16% at the end of 2005.

The Group that Cares 64

BCHB Group 2005

– Calendar of Corporate Events 69 CORPORATE SOCIAL

Responsibility

The Group That Cares

BCHB-COBRA RUGBY DEVELOPMENT

PROGRAMME FOR MALAYSIAN SCHOOLS

BCHB has in 2005 agreed to become the title sponsor for the

Cobra Rugby Development Programme For Malaysian Schools

(2005-2007). With the sanction and support of the Ministry of

Education, Olympic Council of Malaysia (OCM) and Malaysian

Rugby Union (MRU), COBRA has initiated a rugby development

programme for Malaysian schools.

The objectives of the programme are three-fold:

– To create a pool of coaches at the schools level who are

qualified to provide basic coaching. This is supported by

training provided by coaches from the famed Penguin

Academy of England.

– To increase the level of proficiency in rugby amongst

schoolboys pre-dominantly at the Under 15 level.

– To expose school teams to a higher level of competition than

the MSSM level.

The theme of this programme is “to contribute to nation building

and character development through teamwork”. The aim is to

support the game at the grassroots level which is at the schools

level, the critical stage for character development and team

building. BCHB’s participation forms part of its social responsibility

activities specifically involving sports at the grassroots level.

In conjunction with the Annual COBRA Rugby 10s Tournament, a

schools invitational 10s tournament was also held. The BCHB-

COBRA Schools Invitational Tournament on 9-11 September 2005

saw the participation of:

– SM Sains Sultan Mahmud, Kuala Terengganu

– SMK Zaaba, Negeri Sembilan

– Sekolah Alam Shah, Putrajaya

– Kolej Yayasan Saad, Melaka

– SM Agama Haji Othman Abdul Wahab, Sarawak

– St. Andrews College, Singapore

– Broadwater Boarding School, London

– BCHB-COBRA President Selection team (comprising students

from MCKK, RMC, Sekolah Sukan Bandar Penawar, SMK

Ungku Hussain Endau and Broadwater School, England).

The schools tournament will now be a permanent feature of the

COBRA 10s. COBRA had arranged to bring 1,500 school children

to be brought to the Petaling Jaya Stadium in Kelana Jaya to watch

the tournament.

In the final match held on Sunday, 11 September 2005, playing in

front of a full stadium, the BCHB-COBRA President Selection team

defeated SM Sains Sultan Mahmud, Kuala Terengganu 21-3.

It was a pulsating final and a fitting finale to a very successful

programme.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

THE GROUP THAT CARES

Our businesses form an integral part of the communities because

we are providing essential financial services to a wide range of

people. It is in our long-term interest to aim for sustainable and

equitable development by working together with the communities

to improve the overall quality of life. This commitment for

betterment is not new. As our understanding of the consequences

of human activities develops, so too we will evolve and improve.

In this section of the Annual Report, we summarise the main

areas of the Group’s corporate social responsibility initiatives in

2005, ranging from sports development, sponsorship, donation,

relief effort, scholarship, education and community programmes

and staff activities.

SPORTS DEVELOPMENT

BCHB-Cobra Rugby Development Programme for Malaysian

Schools

As described in more detail on the main page of this section, the

primary objective of the programme is to train teachers as Rugby

Coaches and increase level of exposure to rugby to schoolboys

under the age of 15 every year. This programme was conducted

in conjunction with the Ministry of Education, OCM and MRU.

BCHB aims to contribute RM210,000 per annum for a period of

three years starting 2005 to 2007.

Squash partner

As the corporate partner for squash, which took effect from July

2005, CIMB will continue to support the Squash Rackets

Association of Malaysia’s activities, which included the hosting

of the Kuala Lumpur Open and the Malaysian Men’s and Women’s

Open tournaments.

For CIMB Malaysian Women’s Open Squash Championship 2005

held between 25 - 30 July 2005 and CIMB Malaysian Men’s Open

Squash Championship 2005 held between 14-19 September 2005

at National Squash Centre Bukit Jalil, CIMB sponsored RM180,000

and RM150,000 respectively as the title sponsor. It was very

gratifying to note that our own homegrown squash players, Ms

Nicol Ann David and Mr Ong Beng Hee won the championships.

CHARITY AND WELFARE

Tsunami relief

Bank Niaga contributed funding for a number of different

programmes as follows:

• The Intellectual Community Development Programme

organised by University of Indonesia including sponsoring of

volunteers who went to provide the ground assistance.

• Food aid for refugees in Medan.

• Food and medicines for Nias survivors handled though the

Red Cross.

• Textbook packages for 1,456 primary school students in three

districts (Aceh Besar, Pidie and Bireun) in coordination with

the Department of National Education in Aceh.

Orphanage

BCHB and CIMB held the annual Staff Buka Puasa during Ramadhan

at Mandarin Oriental Kuala Lumpur on 13 October 2005 together

with the underprivileged children from two homes. Hari Raya

goodies were distributed to the children during the event.

Commerce Life co-organised the “Hari Raya Open House with

Orphanage” together with Life Insurance Association of Malaysia

(LIAM). Commerce Life sponsored 45 children from Rumah Baitul

Ummah to participate in the event. About 40 orphans were

involved in the event where most of them were sponsored by

other insurance companies in Kuala Lumpur. The children were

given goodies bag and duit raya during the event.

It is in our long-term interest to aim for sustainable and

equitable development by working together with the

communities to improve the overall quality of life.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

THE GROUP THAT CARES

Many schools and institutions of higher learning

were beneficiaries of BCB’s contributions through

an array of academic and community related activities

undertaken during 2005.

Pakistan earthquake

BCB contributed RM50,000 to assist earthquake victims in

Pakistan through the Red Crescent society.

HEALTH AID

Cancer research

In fulfillment of our commitment, we have further donated

RM50,000 in 2005 to Cancer Research Initiatives Foundation

(CARIF). BCHB has pledged a fixed sum of donation over a period

of five years beginning 2005.

Children care

BCB channeled its contributions to several institutions such as Hospis

Malaysia, Yayasan Harapan Kanak-Kanak Malaysia, Pusat Harian Kanak-

Kanak Spastik, PELITAWANIS TNB and Persatuan Kebangsaan Pekerja-

Pekerja Perubatan & Kesihatan Semenanjung Malaysia. A significant

contribution of RM50,000 was pledged to a young engineer, who lost

his eye sight in a laboratory mishap, to help restore his vision through

a course of medical treatment currently being undertaken at the

Singapore Eye Centre, National University of Singapore.

Persatuan Bekas Polis Malaysia – Haemodialysis machine

CIMB sponsored one unit of Haemodialysis machine worth

RM50,000 to Persatuan Bekas Polis Malaysia. The dialysis

machine is stationed in one of the government hospitals.

Yayasan Nikmat Untuk Rakyat (NUR)

The programme was aimed for special children with down

syndrome, autism and mental illness. CIMB sponsored RM10,000

to fund the Open Minds campaign which includes Open Minds

Charity Concert and Open Minds-Yayasan Nur Gala Dinner.

“Voices for Hospices” Fundraising Dinner

Hospis Malaysia is an organisation that aims to address the need

for professional Palliative Care services for the community.

They held a charity evening “Voices for Hospices 2005” on 24

September 2005 as part of their fundraising efforts and public

awareness on Palliative Care. BCHB and CIMB each sponsored

RM10,000 to support this charity event.

Blood Donation

Further to the success of Commerce Life 2004 “Save lives – Be

a Blood Donor Campaign”, once again Commerce Life had

organised the same campaign during 2005, in conjunction with

the Insurance Day. The Campaign, which attracted 130 people

was held in collaboration with the National Blood Centre to appeal

for eligible donors among its employees and tenants, to donate

the much-needed blood to boost the national supply.

In addition, a programme of blood donations for the Red Cross

was held twice during the year at Niaga Tower, the Gajah Mada

Office and in Bintaro.

Blood donation programme was also conducted at Commerce

House in 2005 for BCHB Group staff.

COMMUNITY

Rat Race 2005

This year, CIMB sent 5 strong teams aimed to be the Champion

compared to 2nd placed for 2004 race. As The Edge Rat Race

2005 was a charity event, a total sum of RM33,000 was

contributed.

Founding Sponsorship of the Kuala Lumpur Performing Arts

Centre

CIMB join the ranks of Founding Sponsor for the Kuala Lumpur

Performing Arts Centre (KLPAC). KLPAC is becoming the hub for

the performing arts community, fostering creative excellence

through the development and nurturing of performing arts culture.

As Founding Sponsor, CIMB commits RM100,000 per year for

the next 3 years.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

THE GROUP THAT CARES

EDUCATION

Sponsorship and scholarship

In line with our objective to support a knowledgeable society, our

banking subsidiary, BCB contributed RM49,200 to The New Straits

Times newspaper in Education programme benefiting 15 schools

throughout the country. BCB also sponsored a nationwide schools

debate “Pertandingan Pidato Piala Hasil” organised by the Inland

Revenue Board. Many schools and institutions of higher learning

were beneficiaries of BCB’s contributions through an array of

academic and community related activities undertaken during 2005.

Bank Niaga’s Scholarships for top grade achievement are made

available to discourage students from dropping out of the

educational system. This programme was available to Primary,

Junior and Senior High School students.

Lingual assistance

In August 2005, BCB undertook a community project benefiting

a total of 70 poor students from Sekolah Menengah Kebangsaan

Sri Istana, Klang. A 3-day “Language Camp” was organised at

BCB’s Staff Training Centre in Bangi with the assistance of some

dedicated teachers and headmistress who spared their weekend

to provide intensive guidance to the students in both English and

Bahasa Malaysia ahead of their SPM examinations.

For The New Straits Times’ School Sponsorship Programme –

A Commitment To Better English programme, Commerce

Assurance contribution has benefited 200 students. This

programme was officially launched by our Education Minister

Datuk Seri Hishammuddin Hussein which aimed to promote the

use of English among rural and semi-urban Malaysians.

The Young Enterprise (YE) programme

BCB, as the official bank, embarked on YE programme with the

objective to guide students to develop entrepreneurial skills in

business acumen, marketing, sales & teamwork by exposing them

to setting-up and managing a small business.

BCB developed a process to allow selected 16 year old students

who have set up their “model companies” under this programme

to open and operate their company’s current accounts, just like

any other customers at designated branches of the Bank.

They were guided by their teachers and their sponsor companies.

A total of 35 accounts were opened in March and closed in

November 2005 when their “model companies” had achieved

their business objectives and were “liquidated”. The students

were exposed to the activities in banking and were guided on

how to manage their company’s accounts.

BCB also hosted a YE workshop for the Form 4 students and

teachers from 20 schools around Klang Valley on Auditing,

conducting of Annual General Meetings and Liquidation.

Sponsoring the UNICEF Awards

In conjunction with UNICEF, YKAI (The Foundation for Indonesian

Children’s Welfare) and Depdiknas (Ministry of National Education),

Bank Niaga sponsored an award for Indonesian Young Writers on

the theme “My rights as an Indonesian Child” to stimulate writing

skills development among Junior and Senior High School children

in Indonesia and at the same time help publicise the basic rights

to education, healthcare, freedom, play and safety for minors.

Total prize money awarded in Bank Niaga savings accounts

amounted to Rp14.5 million.

A prize of Rp10 million in savings was provided for a further

UNICEF award for Indonesian Young Leaders in which a number

of leading Junior and Senior High Schools participated.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Help University College Annual Academic Awards 2005

In 2005, CIMB sponsored 3 awards, namely The CIMB Awards

for Best Student in Investment, Treasury Risk Management

and Financial Institution Lending.

School Rehabilitation Programme

Bank Niaga was involved in two projects firstly a Rp1 billion support

programme for school rehabilitation in Aceh in cooperation with

UNICEF and secondly, an amount of Rp500 million to establish a

school in Simeuleu Island in cooperation with the National Council

of Women of Indonesia (KOWANI) and Simeulue Regional

Government. Both projects will take about two years in

development time.

Creative Development Programme

A Creative Development Programme was sponsored by Bank

Niaga to help students who have study difficulties or have

dropped out.

Child Friendly School & Learning Communities for Children

Bank Niaga, working with the National Education Department,

UNICEF, UNESCO and the region government in Cirebon,

participated in this programme which has been running since 2002.

The intent is to raise the quality of Primary School education by

giving more authority to school management and the local

community.

Mobile Library Programme

Bank Niaga’s Mobile Library helped students living in areas with a

lack of school facilities to cultivate their interests and build their

knowledge via reading. This programme was completed in August

2005.

Million Book Programme

Continuing the Million Book programme that has been done since

2003, Bank Niaga worked with the Bunda Yessy Foundation by

donating story and scientific books to the foundation.

Educational Tour Programme

As part of the scholarship programme, Bank Niaga supported an

educational tour for students who received scholarship from Bank

Niaga. The tour was held in the Zoological Gardens of Bogor where

students were able to relate to nature outside of the formal

schoolroom environment.

STAFF ACTIVITIES

BCHB and CIMB held the annual Staff Buka Puasa during

Ramadhan on 13 October 2005. Management from both BCHB

and CIMB attended the event. This year, underprivileged

children from two homes were invited to break fast with the staff.

The event was held at Mandarin Oriental Kuala Lumpur.

Commerce Life continued with its tradition of organising its

“buka puasa” with the staff. Held at Quality Hotel City Centre,

Jalan Raja Laut on 20 October 2005, the event was done to

strengthen the “silaturahim” between the staff and the

Management. The event also included religious lecture and

“tarawikh” prayers.

Various other activities for the staff were arranged and supported

such as treasure hunts, sports competitions, staff appreciation

and other gatherings.

THE GROUP THAT CARES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

13 JANUARY

BCHB entered into a placement agreement

with CIMB for the acquisition of GK

Goh Holdings Limited’s stockbroking

businesses.

24 JANUARY

BCHB’s subsidiary, Commerce TIJARI

Bank Berhad was granted a license

pursuant to Section 3 (4) of the Islamic

Banking Act 1983.

21 - 24 MARCH

Participated in Bursa Malaysia Invest

Malaysia 2005.

18 APRIL

Annual General Meeting held at Emerald

Room, Mandarin Oriental Hotel, Kuala

Lumpur.

6 JUNE

BCHB announced the reorganisation of

BCB - CIMB.

29 JULY

BCHB announced the merger between

BCB and BCF.

10 SEPTEMBER

Extraordinary General Meeting held at

Nusantara Ballroom, Sheraton Imperial

Kuala Lumpur, Kuala Lumpur.

15 - 16 SEPTEMBER

Commerce Group Directors’ Retreat in

Kunming, China with Talent Management

as the theme.

21 OCTOBER

BCHB announced that BNM has granted

an approval to enter into discussion with

certain shareholders of Southern Bank

Berhad.

24 OCTOBER

Change of company name to Bumiputra-

Commerce Holdings Berhad.

29 DECEMBER

BCHB announced that the merger of BCB

and BCF was to be completed on 1 Jan

2006.

30 DECEMBER

Commerce Takaful Berhad was registered

under Section 8 of the Akta Takaful 1984

to commence the general and family

Takaful business.

BCHB

BCHB Group 2005

Calendar of Corporate Events

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

15 - 16 JANUARY

BCB held a Sales Convention to cascade

its business plans and targets to its sales

teams. Recognition to its high achievers

was given.

18 JANUARY

BCB launched a campaign to promote

Home Loans with an offer of free 42"

plasma TV for a minimum RM400,000

successful HomeFixed loan.

19 JANUARY

BAKTI members were briefed on BCB’s

wealth management services. Gracing the

event was BAKTI’s then Yang Di Pertua,

the late Datin Seri Endon Mahmood.

14 APRIL

An official farewell was held for Chairman

Tan Sri Radin Soenarno Al-Haj on the

occasion of his retirement. Following this,

on May 5 the Bank announced the

appointment of Tan Sri Dato’ Seri Haidar

Mohamed Noor as the new chairman.

15 APRIL

Commerce TIJARI was launched by BNM

Governor, Tan Sri Dato’ Sri Dr. Zeti Akhtar

Aziz in Kuala Lumpur. It extends the

Commerce Group’s business offerings to

Islamic financial services, ensuring the

group provides an efficient and robust

service chain.

19 APRIL

More than 300 property developers

attended the BCB’s cocktail reception in

Kuala Lumpur aimed at forging closer

business relationships. Attendees were

treated to a product briefing that

highlighted customer benefits, and a

property market talk by the Director-

General of the Valuation and Property

Services Division, Ministry of Finance.

28 APRIL

BCB launched its latest SME loan product,

Fast Track PRO Finance, via a media

briefing. Targeted at professional SMEs,

PRO Finance was initially offered to

accountants, doctors, dentists and

veterinarians. Guaranteed by CGC, the

facility boasts of a 7-working day approval

period.

29 APRIL

BCB’s finance arm and Red Book signed a

MoU to enable it to leverage on Red Book’s

expertise in assessing actual value of used

cars. Red Book is a leading vehicle

valuation company that uses an expert

calculation system to determine the actual

value of a car, taking into account the used

cars’ condition, mileage, specifications and

years of usage.

14 JULY

Minister of Entrepreneur and Co-

operatives Development Dato’ Mohamed

Khaled Nordin awarded BCB a Certificate

of Appreciation at an event aimed at

reenergising the SME supplier sector in

support of the government’s efforts to

enhance the development of the industry.

18 JULY

BCB held a reception for 200 developers,

real estate agents, lawyers and auctioneers

to forge better working relationship and

advance its mortgage business.

26 JULY

BCB extended its PRO Finance facility to

four other professional bodies comprising

engineers, pharmacists, surveyors and

architects.

10 AUGUST

Malaysia’s first-ever web-based customs

duty payment facility was launched

through a 3-party joint initiative between

BCB, the Royal Malaysian Customs and

Dagang Net Technologies, an e-commerce

and electronic document exchange service

provider. This enables businesses to settle

customs duty via internet. The event was

officiated by the Director-General of

Customs.

12 AUGUST

BCB hosted a workshop at its Pusat Putra

training center for 180 disadvantaged Form

5 students of the adopted school, Sekolah

Menengah Sri Istana, Klang, to undergo

weekend intensive workshop on English

and Bahasa to prepare them for the 2005

SPM examinations.

16 AUGUST

BCB’s Channel-e was appointed as the

payment channel for Sarawak utility bills.

Jointly organised with SiliconNet

Technologies, an internet services provider,

the event in Kuching was officiated by the

Sarawak State Secretary, YB Datuk Amar

Haji Abdul Aziz Dato’ Haji Husain. This

paved the way for consumers in Sarawak

to pay their utility bills via Channel-e.

BCB

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

C D

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

27 AUGUST

This final phase of the Young Enterprise

(YE) programme saw some 60 Form 4

students and 20 teachers from 20 schools

around Klang Valley undergoing a

workshop on conducting AGM, Auditing

and Liquidation. This was a social

responsibility project by AMCHAM

(American Chamber of Commerce). YE

programme was aimed at providing the

enterprising 4th formers with hands-on

knowledge and experience in managing a

business. BCB was appointed as the

official bank for the program in 2004. The

students had earlier been exposed to the

processes of setting up a business entity,

opening and managing a bank account,

running a business and bookkeeping.

1 SEPTEMBER, 5 SEPTEMBER

& 26 SEPTEMBER

CIMB-BCB EXCO Chairman Dato’

Mohamed Nazir Razak went on a

nationwide roadshow to meet staff to

share the new bank’s vision and

aspirations. The session in Melaka / Negeri

Sembilan was held at the A’Famosa,

Melaka, in Sarawak at the Merdeka Palace

Hotel, Kuching and in Perak at the Casuarina

Hotel, Ipoh. Over 100 staff attended the

session at all three regions.

7 SEPTEMBER

BCB launched a 6-month campaign to

mobilise deposits. To entice customers to

increase savings in their accounts, BCB

offered three RM500 cash prizes weekly

throughout the contest period, with every

winner in the running to grab the Grand Prize

of RM30,000 cash at the end of the contest.

19 SEPTEMBER

BCB and CIMB were jointly mandated by

SYABAS (Syarikat Bekalan Air Selangor Sdn

Bhd) as the joint lead arrangers / joint lead

managers for the Bai Bithaman Ajil Islamic

Securities and the Al-Kafalah Performance

Bond Facility.

20 SEPTEMBER & 28 SEPTEMBER

BCB held Trade Finance seminars for its

customers in Kuala Lumpur and Shah Alam

to enrich customers’ financial product

knowledge as well as to provide updates

on facilities and market developments.

23 SEPTEMBER

BCB’s Preferred Circle held its inaugural

tea reception for its customers to enhance

rapport, provide current market outlook and

details on private banking services with the

integration of CIMB-BCB.

3 OCTOBER

Banks and financial institutions executed

an agreement under Central Credit

Information System. It aims to avoid legal

challenges in the event of loss arising from

inaccuracy in credit reporting. The event

was organised by the Association of Banks

in Malaysia.

4 OCTOBER

BCB executed an MoU with Mobile Money

International to provide a new payment

service using mobile phones. The service

enables customers to make payments for

their purchases from their savings, current

or credit card account by keying in a PIN

number using their mobile phone.

27 OCTOBER

BCB staff held a ‘Buka Puasa’ event for

the Tarbiyah Islamiyah Darul Atiq

orphanage at Hotel Plaza, Kuala Lumpur.

70 orphans and single mothers attended.

BCHB Chairman, Tan Sri Dato’ Mohd Desa

Pachi attended with senior management.

10 NOVEMBER

CIMB-BCB signed a strategic alliance with

SME Bank to offer joint financing and other

assistance to eligible Malaysian SMEs for

their business growth.

24 NOVEMBER

Directors Tan Sri Dato’ Ernest Zulliger who

had served the BCB Board for 12 years and

Dato’ Azmi Abdullah who had clocked in

26 years with the Bank bid farewell on their

retirement from BCB Board.

16 DECEMBER

A BCB Service Kiosk was opened at NAZA

World showroom, Petaling Jaya. It enables

closer cooperation with Malaysia’s premier

dealer for exclusive cars, NAZA Motors.

Applications for motor vehicle loan can

now be submitted through the kiosk, which

ensures speedier processing.

21 DECEMBER

Malayan Commercial Banks Association

(MCBA) and the National Union of Bank

Employees (NUBE) formalised a long-

standing collective agreement on salaries

and benefits for employees in the clerical

and non-clerical categories.

E F G

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

13 JANUARY

CIMB signed a sale and purchase

agreement with GK Goh Holdings Limited

for the acquisition of the latter’s entire

stockbroking operations for a total

purchase consideration of up to

SGD239.14 million or RM554.8 million. The

proposed acquisition transforms CIMB into

South East Asia’s leading investment

banking franchise with significant market

share in Malaysia, Singapore and Indonesia.

In addition, the group will have stockbroking

operations in Hong Kong and London.

6 JUNE

CIMB and BCHB announced the proposal

to transform the banking businesses into

a single “Universal Banking” Group under

CIMB Newco. The proposal involved CIMB

Newco acquiring 100% of Bumiputra-

Commerce Bank Berhad and its

subsidiaries.

18 JULY

CIMB-Principal Asset Management

launched its Global Titan Fund. The event

was held at Le Meridien Hotel Kuala

Lumpur.

21 JULY

CIMB-GK Pte Ltd was launched at

Goodwood Park Hotel in Singapore. The

launch was officiated by Ms Ho Ching,

Executive Director and CEO of Temasek

Holdings Limited. Around 500 guests

attended the reception which consisted of

clients of both CIMB and CIMB-GK from

Malaysia and Singapore.

8 AUGUST

CIMB was the joint arranger for the RM383

million Syndicated Islamic Revolving

Financing for Kulim (Malaysia) Bhd. The

purpose of this facility is to finance Kulim’s

acquisition of approximately 119 million

QSR Brands Berhad shares. The event was

held at the Boardroom of Bangunan CIMB.

23 AUGUST

CIMB-Mapletree Management Sdn Bhd

entered into a conditional Sale and

Purchase Agreement with Casapark Sdn

Bhd, the majority owner of CP Tower. The

purchase represents the first direct

property acquisition by CIMB-Mapletree.

The event was held at CIMB Auditorium.

CIMB

H I J

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

5 SEPTEMBER

CIMB launched its Kuching branch, its first

in East Malaysia. The new branch will

provide corporate and retail investors in

Sarawak a full array of financial services

offered by the CIMB Banking Group. The

launch was held at the branch itself.

19 SEPTEMBER

CIMB was the Joint Lead Arranger and

Joint Lead Manager of the Bai Bithaman

Ajil Islamic Securities of up to RM3 billion

and Al-Kafalah Performance Bond Facility

of up to RM50 million for Syabas (Syarikat

Bekalan Air Selangor Sdn Bhd). The signing

ceremony was held at Mariott Putrajaya

Hotel.

30 SEPTEMBER

CIMB-GK launched CIMB-GK Securities

(HK) Limited at the Four Seasons Hotel in

Hong Kong. Guests were mainly clients

from Hong Kong, Malaysia and Singapore.

13 OCTOBER

CIMB held its annual Staff Buka Puasa

during Ramadhan. Management from both

BCHB and CIMB attended the event. This

year, underprivileged children from two

homes were invited to break fast with the

staff. The children were given Hari Raya

goodies by En Charon Wardini Mokhzani

before they left. The event was held at

Mandarin Oriental Kuala Lumpur.

16 NOVEMBER

CIMB held its Hari Raya Open House for

clients. Senior management of CIMB were

the host for the night. The Open House

was held at Mandarin Oriental Kuala

Lumpur.

29 NOVEMBER

CIMB launched its fifth operating office in

South East Asia with the opening of its

Brunei Branch. CIMB Brunei was officiated

by YB Pehin Orang Kaya Laila Setia Dato’

Paduka Awang Haji Abdul Rahman bin Haji

Ibrahim, Minister of Finance II Brunei

Darussalam at a function in Bandar Seri

Begawan attended also by Datuk Zamani

Abdul Ghani (Bank Negara Malaysia’s

Deputy Governor), Dato’ Mohamed Nazir

Razak (CIMB Group Chief Executive) and

some 100 guests.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

Bank Niaga

JANUARY

• Awarded “The Most Active Custodial

Bank” by Surabaya Stock Exchange.

• Participated in the REI Property Expo at

Jakarta Convention Center.

FEBRUARY

• Signed agreement with PT PLN for

handling customer electricity payments

through Niaga self-service terminals.

MARCH

• Won “Call Center Level Award 2005”

in the Banking category sponsored

by the Frontier Center for Customer

Satisfaction and Loyalty in collaboration

with Marketing Magazine.

• Ranked 2nd in the “Best Service

Performance” award in the category:

asset below Rp50 trillion by MRI.

• Launched “Golden Prize” programme to

celebrate Bank Niaga’s 50th anniversary.

APRIL

• Ranked 2nd Corporate Governance

Perception Index Award by Indonesian

Institute of Corporate Governance.

• Cooperation with Bank Bengkulu in

providing Rp31 billion in SME credit.

• Annual General Meeting of

Shareholders.

MAY

• Ranked 1st in the “Best Bank 2005”

awards in the Recap Bank category:

assets Rp10 to Rp50 trillion sponsored

by Investor Magazine.

• Ranked 3rd in the “E-company Award

2005” Banking category by Warta

Ekonomi Magazine.

• Denpasar SME centre opened.

• Launched the new “Coffee Banking”

branch concept in Wisma Metropolitan,

Jakarta in cooperation with Starbucks.

JULY

• InfoBank Magazine presented Bank

Niaga with the “2005 InfoBank Award”

for its “Excellent” 2004 financial

performance.

• Received the Most Admired Knowledge

Enterprise (MAKE) Award 2005 from the

Dunamis Organisation.

AUGUST

• Ranked first in the Annual Report

Awards for 2004 among all Private sector

Listed Financial Companies in Indonesia

as judged by the Ministry of State

Owned Enterprises, Directorate General

of Tax, the Indonesian Capital Markets

Supervisory Board, the Jakarta Stock

Exchange, the Indonesian Institute of

Accountants and the National

Committee for Corporate Governance.

• Awarded “Best Local Cash

Management Bank” in Indonesia by

AsiaMoney magazine.

• Signed agreement with Business &

Management School ITB.

• Extraordinary General Meeting of

Shareholders.

SEPTEMBER

• Cooperated with AIA Indonesia in

marketing a new Bancassurance

product.

• Opened new Palembang branch.

• Launched the new Bank Niaga training

centre, Gunung Geulis.

• A new CSR programme officially

announced across the bank.

OCTOBER

• Loyalty programme: “Double reward

express” for Niaga Gold cardholders

launched.

NOVEMBER

• Signed agreement with Adam Air to

handle the marketing and payment of

their air tickets using Niaga SST.

• Launching the Program of Niaga Student

Transfer.

DECEMBER

• Received the “Innovation Award 2005

in Customer Service” from SWA

magazine.

• Ranked 5th in the Top 20 “Best Value

Creator Bank” awards from SWA

magazine.

• SME credit signed for 1,934 South

Kalimantan palm oil farmers.

• Extraordinary General Meeting of

Shareholders.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

BCHB GROUP 2005 – CALENDAR OF CORPORATE EVENTS

Commerce

Assurance

FEBRUARY

AMI Insurans Berhad company’s name

was changed to Commerce Assurance

Berhad to reflect the change of

shareholding of the company.

JUNE

Contribution for the Tsunami Fund

amounted RM20,000.

AUGUST

a. Commerce Assurance Berhad

contributed to the NST School

Sponsorship Programme –

A Commitment To Better English.

b. Commerce Assurance Berhad in

collaboration with Maphilindo

International and Merimen signed an

agreement for “24 Hours Virtual

Contact Center” to build SMS (short

message service) Interactive Messaging

Platform (IMP) solutions to enable two

way and interactive communications

for its claims services utilising SMS.

This can be seen in the use of SMS in

status of claims, repairs status and

Auto Assistance. This collaboration is

to encourage and support healthy

growth of content for network

providers through the rapid creation

and market deployment of mobile

internet applications and services for

insurance industry.

Commerce

Life

22 JUNE

“Save lives - Be a Blood Donor Campaign”

2005, in conjunction with the Insurance

Day.

20 OCTOBER

“Majlis Buka Puasa” with the staff. Held

at Quality Hotel City Centre, Jalan Raja

Laut, Kuala Lumpur.

1 DECEMBER

Commerce Life co-organised the “Hari

Raya Open House with Orphanage”

together with Life Insurance Association

of Malaysia (LIAM).

Commerce-

Ventures

4 FEBRUARY

Commerce-Ventures held the Dinner and

Awards Presentation event on 4 February

2005 at Carcosa Sri Negara. This marked

the first time the Commerce-Ventures

presented awards for its investee

companies in the categories of CEO of the

Year, Company of the Year and Most

Promising Company of the Year.

7 FEBRUARY

Listing of an investee company, Malaysia

Steel Works (KL) Bhd on Main Board.

25 FEBRUARY

Listing of an investee company,

NasionCom Holdings Bhd on Mesdaq.

5 APRIL

Listing of an investee company, Hovid Bhd

on 2nd Board.

15 APRIL

Listing of an investee company, Carotech

Bhd on Mesdaq.

CORPORATE

Statement on Corporate Governance 78

Statement on Internal Control 84

Audit Committee Report 86

Risk Management 88

Additional Compliance Information 95

Statement of Directors’ Responsibility 95

Financial Calendar 96

Governance

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Statement on Corporate Governance

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

1. INTRODUCTION

The Board of Directors of Bumiputra-Commerce Holdings

Berhad (BCHB) is supportive of the adoption of principles and

best practices as enshrined in the Malaysian Code on

Corporate Governance throughout the Group. It is recognised

that the adoption of the highest standards of governance is

imperative for the enhancement of stakeholders’ value.

The Board is pleased to present the following report on the

application of principles and compliance with best practices

as set out in the Malaysian Code on Corporate Governance.

2. BOARD OF DIRECTORS

The Board

The Board is the ultimate decision making entity. It leads and

controls the Group. The Board is primarily responsible for

among other things, the review and adoption of a strategic

plan for the Group, oversight of business performance,

ensuring the adoption of appropriate risk management

systems and ensuring establishment of proper internal control

systems.

The Board of Directors meets on a scheduled basis at least

once every quarter. When the need arises, Special Board

Meetings and Joint Special Board Meetings with subsidiaries

are also convened. The quarterly Board Meetings are

scheduled prior to the commencement of the financial year.

Among the topics for deliberation include the financial

statements and results of the Group and its subsidiaries,

operational activities, strategic and corporate initiatives as well

as matters specifically reserved for the Board’s decision. Reports

by Board Committees are also presented and discussed.

In 2005, there were four ordinary Board Meetings, seven

Special Board Meetings and one Special Joint Board Meeting

with the Boards of BCB and CIMB Berhad. In addition, there

were two Joint Board briefings in 2005 with the Boards of

BCB and CIMB Berhad. The dates, venues and time of the

Board Meetings can be found in the Statement Accompanying

Notice of Annual General Meeting on page 4 of this Annual

Report. The following are the details of attendance of each

individual director in respect of Meetings held in 2005.

Directors No. of Meetings Percentage

Attended

Tan Sri Dato’ Mohd Desa Pachi 12/12 100%

Dato’ Anwar Aji 10/12 83%

Tan Sri Datuk Asmat Kamaludin 10/12 83%

Dato’ Mohd Salleh Mahmud 10/12 83%

Dr. Roslan A. Ghaffar 11/12 92%

En Izlan Izhab 12/12 100%

Dr. Rozali Mohamed Ali 8/12 67%

(retired on 1 January 2006)

En Mohd Shukri Hussin Not applicable Not applicable

(appointed on 3 January 2006)

Dato’ Mohamed Nazir Razak Not applicable Not applicable

(appointed on 27 January 2006)

Composition of Board of Directors/Board Balance

The Board of BCHB as at the date of this statement consists

of eight (8) members. Three (3) Directors are independent as

defined under the Listing Requirements of Bursa Malaysia

Securities Berhad (Bursa Securities). Two (2) Directors

represent shareholders, namely Khazanah Nasional Berhad

and Employees Provident Fund (EPF), one represents Minister

of Finance Inc, one is the Managing Director/Group CEO and

one is a Non-Independent Non-Executive Director holding an

executive post in the banking group.

There is optimum board balance and there is compliance with

the independent directors criteria of the Bursa Securities’

Listing Requirements. The current set of Directors with their

wide experiences in both the public and private sector and

academic background provides a collective range of skills,

expertise and experience. The independent directors fulfill their

role by providing objective judgment and participation in the

decision-making process.

Tan Sri Dato’ Mohd Desa Pachi who is the Chairman, has

been identified as the Senior Independent Director to whom

concerns from stakeholders may be conveyed. On 3 January

2006, En Mohd Shukri Hussin was appointed as the Managing

Director/Group CEO. He was previously Chief Operating

Officer of BCHB from 2003. He started his banking career in

1986 at then Bank of Commerce (M) Bhd and moved up to

hold various senior positions in companies within the Group.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ON CORPORATE GOVERNANCE

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

The roles of the Chairman of the Board and Managing Director/

Group CEO are separate which will help to ensure a balance

of power and authority, such that no one individual has

unfettered powers of decision.

The Chairman of the Board is an Independent Non-Executive

Director and his main responsibility is to lead and manage the

work of the Board in order to ensure that it functions efficiently

and effectively and fully discharges its responsibilities.

The responsibility for the day-to-day management of the

Company rests with the Managing Director/Group CEO. He

is ultimately accountable for implementing the policies/

decisions approved by the Board, leading the corporate team

and instilling an appropriate corporate culture.

At the beginning of each financial year, the Board deliberates

and approves a set of measures and expectations for the

Managing Director/Group CEO via the Corporate Balanced

Scorecard. This acts as a yardstick against which his

performance will be measured, evaluated and rewarded.

Supply of Information

Prior to the Board Meetings, all Directors will receive the

agenda and a set of Board papers containing information

relevant to the matters to be deliberated at the Meetings.

Seven (7) days prior to Board Meetings was set as a target

for Management to deliver the respective papers to the

members of the Board. Any deviation from the set timelines

will require explanation from Management.

The Board will receive information that is not only historical

or quantitative but also those that look at qualitative

performance factors.

Management is responsible to provide the Board with all

information of which it is aware. The Chairman of the Board

shall undertake the primary responsibility of organising

information for the agenda during the Board Meeting.

Directors have access to all the information within the

Company and the Group, whether as a full board or in their

individual capacity, in the furtherance of their duties. Directors

whether acting as a full board or in their individual capacity

can take independent professional advice at the Company’s

expense.

All the Directors have direct access to the advice and services

of the Company Secretary. The Company Secretary is capable

of carrying out the duties to which the post entails. The

Directors are regularly updated on new statutory as well as

regulatory requirements relating to the duties and

responsibilities of Directors. The Board recognises that the

Chairman is entitled to the full support of the Company Secretary.

Appointments to the Board

There is in place a formal and transparent procedure for the

appointment of new directors to the Board. The proposed

appointment of new member(s) of the Board as well as the

proposed re-appointment/re-election of Directors seeking

re-appointment or re-election at the Annual General Meeting,

are recommended by the Nomination and Remuneration

Committee to the Board for its approval. The Board makes

the final decision on the appointment and the approval from

Bank Negara Malaysia is then sought.

Board Committees

To assist the Board in the discharge of its duties, various Board

Committees were established. The functions and terms of

references of the Board Committees are clearly defined as

further described below.

(a) Nomination and Remuneration Committee

This Committee was formed on 31 October 2001 and is

made up entirely of non-executive directors with the

majority being independent. In 2005, there were six

Meetings held by this Committee. The members of the

Nomination and Remuneration Committee and details of

attendance at the meeting are as follows:-

Attendance

Tan Sri Dato’ Mohd Desa Pachi

(Chairman) 6/6

Independent Non-Executive Director

Dato’ Anwar Aji 5/6

Non-Independent Non-Executive Director

Tan Sri Datuk Asmat Kamaludin 5/6

Independent Non-Executive Director

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

The terms of reference of the Committee with regards to

the nomination role are as follows:-

• To review regularly the Board structure, size and

composition and make recommendations to the Board

with regard to any adjustments that are deemed

necessary within the Group and to recommend

Directors to the Committees of the Board.

• To be responsible for identifying and nominating

candidates for the approval of the Board to fill Board

vacancies within the Group as and when they arise as

well as to put in place plans of succession in particular

of the Chairman and the Managing Director/Executive

Director/Chief Executive. The responsibility of the

Committee shall be extended to all subsidiaries of

BCHB. All subsidiaries shall submit the names of new

directors proposed for the respective Boards to the

Committee for recommendation.

• To review the required mix of skills and experience

and other qualities and competencies, which Non-

Executive Directors shall bring to the Board, and to

assess the effectiveness of the Board Committees of

the Board and contributions of Directors of the Board

within the Group.

• To recommend to the Board for the appointment and

continued tenure of service of Managing Director/

Executive Director/Chief Executive for the Company

and subsidiaries.

• To recommend to the Board for the appointment and

continuation (or otherwise) in service of any Director

who has reached the age of 70.

• To recommend Directors who are retiring by rotation

for re-election.

• To seek the services of such advisors or consultants

as it deems necessary to fulfill its responsibilities.

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

STATEMENT ON CORPORATE GOVERNANCE

The terms of reference of the Committee with regards to

the remuneration role are as follows:-

• To determine and recommend to the Board on the

Company’s or the Group’s director fees, allowances

and other remuneration.

• To determine and recommend to the Board on the

framework or broad policy for the remuneration of the

Company’s or Group’s Managing Director (MD),

Executive Director (ED), Chief Executive Officer (CEO)

and Senior Management reporting directly to the MD/

ED/CEO.

• To determine and recommend to the Board of any

performance related scheme for the Company or the

Group.

• To determine the policy for the scope of services and

terms and conditions of service agreements for the

Executive and Non-Executive Directors.

• To recommend to the Board the services of such

advisors or consultants as it deems necessary to fulfill

its responsibilities.

The Board through this Committee periodically reviews

the relevant mix of skills and experiences inherent in the

Board. With regards to assessing the effectiveness of

the Board as a whole, the committees of the Board as a

whole, and for assessing the contribution of each

individual director, an appropriate framework has been

adopted by the Board during the financial year.

The Company Secretary will ensure that all appointments

are properly made, that all necessary information is

obtained from directors, both for the Company’s own

records and for the purposes of meeting statutory

obligations, as well as obligations arising from the Listing

Rules or other regulatory requirements. The Board will

periodically examine the effectiveness of its present size

in discharging its duties.

All Directors have attended the Mandatory Accreditation

Programme and various courses linked to the Continuing

Education Programme. The Company has on an ongoing

basis identified conferences and seminars both locally and

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ON CORPORATE GOVERNANCE

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

regionally with particular emphasis on the financial

services sector which will be beneficial to the Directors.

Bursa Securities has informed via its circular dated 28

September 2004, that effective 1 January 2005 the Board

of public listed companies will assume the onus of

determining or overseeing the training needs of the

directors. Relevant conferences will be identified

throughout the financial year. A Commerce Group

Directors’ retreat was held in Kunming, China in

September 2005. The main issue discussed was on the

talent management initiative.

In accordance with the Articles of Association, all directors

are required to submit themselves for re-election at regular

intervals subject to approval being obtained from Bank

Negara Malaysia, at least once every three years.

(b) Audit Committee

In 2005, the members of the Audit Committee are as

follows:-

Tan Sri Datuk Asmat Kamaludin

(Chairman)

Independent Non-Executive Director

Dato’ Mohd Salleh Mahmud

Non-Independent Non-Executive Director

En Izlan Izhab

Independent Non-Executive Director

The Audit Committee met five (5) times during the

financial year. The Audit Committee Report is presented

on pages 86 and 87 of the Annual Report. Its principal

function is to assist the Board in maintaining a sound

system of internal control.

The Committee was established in October 2003 with

the principal role of reviewing and approving issues

pertaining to the purchase and development of the new

BCHB Group corporate headquarters before

recommending to the Board for final approval. In broad

terms, the three phases involved would be firstly, the

clarification of design and sale agreement documentation,

followed by design development and finally the

implementation stage.

The members of the Building Committee are as follows:-

Dato’ Mohd Salleh Mahmud

(Chairman)

Non-Independent Non-Executive Director

Dato’ Hamzah Bakar

Independent Non-Executive Director of CIMB Berhad

En Mohd Shukri Hussin

(appointed to the Committee on 27 January 2006)

Managing Director/Group CEO

Dr Rozali Mohamed Ali (retired on 1 January 2006)

Executive Director/Group CEO

(d) Group Risk Management Committee

The Committee was established on 30 July 2003 with

the primary responsibility of ensuring the effective

functioning of the integrated risk management function

within the organisation. In 2005, there were four meetings

held by this Committee.

The terms of reference of the Committee are as follows:-

• Formulating and reviewing the risk strategy of the

organisation.

• Approving and periodically reviewing the organisation’s

risk management policies in line with risk strategy.

• Defining the risk management objectives across risk

categories and business lines.

• Setting the risk appetite (namely the confidence level

to be used for quantifiable risks, maximum size and

frequency of losses for risks, etc) of the organisation

along specific business lines.

• Reviewing the risk-based economic capital of the

organisation.

• Reviewing the overall risk profile of the organisation

and specific market risk and credit risk portfolio profile

on a periodic basis.

• Approving the methodology to be followed for risk

based economic capital computation.

• Approving the contingency plan for dealing with various

extreme internal/external events and disasters.

• Ensuring a risk aware culture in the organisation.

• Any other related issues.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

STATEMENT ON CORPORATE GOVERNANCE

The members of the Committee and the details of

attendance at the meeting are as follows:-

Attendance

Tan Sri Datuk Asmat Kamaludin

(Chairman) 4/4

Independent Non-Executive Director

Dato’ Mohd Salleh Mahmud 4/4

Non-Independent Non-Executive Director

En Mohd Shukri Hussin –

(appointed to the Committee

on 27 January 2006)

Managing Director/Group CEO

Dr Rozali Mohamed Ali 3/4

(retired on 1 January 2006)

Executive Director/Group CEO

(e) Employees Share Option Scheme (ESOS) Committee

The BCHB Group ESOS Committee was established to

administer BCHB’s Employee Share Option Scheme. The

Committee’s principal function is to ensure that the

Scheme is administered in accordance with the by-laws

approved by the shareholders of the Company. The

present ESOS Scheme (ESOS 2002/2007) was

implemented on 20 November 2002 and is governed by

the by-laws that were approved by the shareholders on

26 April 2002.

3. DIRECTORS REMUNERATION

The level of remuneration of the Directors is sufficient to attract

and retain the Directors needed to manage the Group

successfully. The Nomination and Remuneration Committee

will review the remuneration framework of Directors and

Senior Management of the Group. This will include fee and

allowance structure as well as performance linked rewards

or compensation. External advisers or consultants may be

engaged by the Nomination and Remuneration Committee

to advise on specific areas where necessary.

The determination of remuneration packages of non-executive

directors is a matter for the Board as a whole. Subject to

approval by the shareholders at the forthcoming Annual

General Meeting, there is a recommendation to increase the

annual fees for Non-Executive Directors of the Company from

RM60,000 per director to RM90,000 per director. Meeting

allowances have been fixed at RM1,000 per Meeting per

Director for a Board/Special Board Meeting and RM500 per

Meeting per Director for Board Committee Meetings. For

Executive Directors and those who head the operating

subsidiaries, the remuneration will be based on the level of

responsibilities, skills, experience and job performance. The

remuneration package is also governed by the relevant human

resource policy of the entity. For Non-Executive Directors, the

level of remuneration will reflect the level of responsibilities

and experience involved.

The aggregate remuneration of the Directors of the Company

for the financial year ended 31 December 2005 categorised

into the appropriate components is as follows:-

Group Company

RM’000 RM’000

Executive Director

Salary and other remuneration 1,609 710

Benefits-in-kind 49 49

1,658 759

Non-Executive Directors

Fees 600 600

Other remuneration 555 276

Benefits-in-kind – –

1,155 876

2,813 1,635

The aggregate remuneration of Directors of BCHB paid and

payable for the financial year ended 31 December 2005, in

respective bands of RM50,000 are as follows:-

Range of Remuneration Number of Directors

Executive Director

RM1,650,001 – RM1,700,000 1

Non-Executive Directors

RM100,001 – RM150,000 4

RM250,001 – RM300,000 1

RM350,001 – RM400,000 1

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ON CORPORATE GOVERNANCE

(Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad)

4. SHAREHOLDERS

Since the announcement of the CIMB-BCB integration in June

2005, the investor relations activities are conducted jointly

between BCHB and CIMB. This is described in a separate

section of this Annual Report on page 61.

The Annual Report of BCHB is also an important channel of

communication to reach shareholders and investors. There is

a determined effort to enhance the contents of the Annual

Report in line with best corporate governance practices.

The Annual General Meeting of the Company is still the

principal avenue for shareholders to communicate and engage

in dialogue with the Board and Senior Management. There

has always been a reasonable turnout at the Company’s

Annual General Meeting with around 500 shareholders

attending the Meeting held in 2005. Notices and agenda of

the Meeting are sent in accordance with the rules. There is

always a healthy dialogue and interaction with shareholders,

which is greatly encouraged.

Another aspect of effective communications is through early

and timely dissemination of material information, financial

results, corporate proposals and other announcement to Bursa

Securities. Our website www.commerz.com.my can also

be accessed for the relevant announcement and corporate

information. With regards to the release of quarterly results

we will consistently meet the financial results deadline as

specified in the Bursa Securities’ Rules and Regulations.

5. ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board intends to present a balanced, clear and

comprehensible assessment of the Group’s financial position

and its future prospects in its reports to shareholders,

investment community and regulators. This is done through

the release of quarterly results accompanying press releases

and statement of responsibility for preparing the financial

statements which can be found on page 95 of this Annual

Report. The Audit Committee assists the Board in overseeing

the financial reporting process.

Audit Committee

A report on the Audit Committee and its terms of reference is

included on page 86 and 87 of this Annual Report. The minutes

of the Audit Committee Meetings are tabled to the Board.

The Board and the Audit Committee maintain a formal and

appropriate relationship with the external auditors.

Internal Controls

The Board of Directors has overall responsibility for maintaining

sound internal control systems that cover financial controls,

effective and efficient operations, compliance with law and

regulations as well as risk management. The size and

complexity of the BCHB Group necessitates the managing of

a wide and diverse spectrum of risks. The nature of these

risks means that events may occur which would give rise to

unanticipated or unavoidable losses. The inherent system of

internal control is designed to provide reasonable though not

absolute assurance against the risk of material errors, fraud

or losses occurring. The Statement on Internal Control which

provides an overview of the state of internal control is set out

on pages 84 and 85. The internal audit function of the Group

which rests with the Group Internal Audit Division (GIAD) is

described in the Audit Committee report on page 87 of this

Annual Report.

6. CONCLUSION

The Board is pleased to inform that BCHB has been in

compliance with the principles and best practices of the

Malaysian Code on Corporate Governance during the financial

year under review.

This statement is made in accordance with a resolution of

the Board of Directors dated 10 March 2006.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

for the Financial Year Ended 31 December 2005

Statement on Internal Control

INTRODUCTION

The Bursa Malaysia Securities Berhad’s Listing Requirements

paragraph 15.27(b) requires the Board to make a statement in

the Company’s Annual Report about the state of its internal

controls. The Malaysian Code on Corporate Governance requires

listed companies to maintain a sound system of internal control

to safeguard shareholders’ investment and the Group’s assets.

Accordingly, the Board is pleased to set out below the Statement

on Internal Control (Statement) that was prepared in accordance

with Statement on Internal Control – Guidance for Directors of

Public Listed Companies. The Board recognises that the practice

of good corporate governance is an important continuous process

and not just a matter to be published for compliance purposes in

the annual report.

BOARD RESPONSIBILITY

The Board acknowledges its responsibility for maintaining sound

internal control systems to safeguard shareholders’ interest and

the Group’s assets; and for reviewing the adequacy and integrity

of these systems. Such systems, however, are designed to

manage rather than eliminate the risk of failure to achieve business

objectives, and can only provide reasonable rather than absolute

assurance against material misstatement or loss. The process to

identify, evaluate and manage the significant risks is a concerted

and continuing effort throughout the financial year under review.

This process is regularly reviewed by the Board.

The role of the management is to assist the Board in the

implementation of the Board’s policies and procedures on risk

and control by identifying and assessing the risks faced, and in

the design, operation and monitoring of suitable internal controls

to mitigate and manage these risks.

In addition, as part of the overall assessment of major subsidiaries’

state of internal control, these subsidiaries are required to assess

the state of internal control of their respective companies and

accordingly report and provide due assurance to the holding

company. The banking and insurance subsidiaries’ Statements

were approved by their respective Audit Committees.

KEY INTERNAL CONTROL PROCESSES

A. RISK MANAGEMENT

The Strategic Risk Management Framework (Framework) was

adopted by the Board in 2004. The prime objective of the

Framework is to put in place integrated risk management

capabilities that enable the holding company to achieve a single

view of risks across its various subsidiaries and business

operations and to gain strategic competitive advantage from

its risk management capabilities.

The following are the key principles of the Framework:

• Retain the dynamism of the Group and the subsidiaries’

autonomy in managing their risks

• Drive the Group’ s risk management through:

– Analysing comprehensive and timely information on

subsidiaries’ risk and performance status through the

Group Risk Dashboard

– Building processes to speedily control wayward

situations in subsidiaries, if required

– Enhancing consistency in risk management

approaches through periodic intra-group risk

management dialogue

• Build the Group’s capabilities for pro-active economic

capital management

The risk management practices implemented by the major

subsidiaries such as Bumiputra-Commerce Bank Berhad

(BCB), Commerce International Merchant Bankers Berhad

(CIMB) and PT Bank Niaga (Bank Niaga), Commerce Life

Assurance Berhad (Commerce Life), Commerce Assurance

Berhad (Commerce Assurance) and Commerce Asset

Ventures Sdn Bhd continue to evolve further. A separate

section of the Annual Report will further describe Bumiputra-

Commerce Holdings Berhad (BCHB) and its major subsidiaries’

risk management framework and initiatives.

Furthermore, the major banking subsidiaries have specific

committees which have been delegated the responsibility to

examine all matters within their scope and report to the

respective board of directors on significant matters. The major

banking subsidiaries’ Board Risk Management Committees

and their sub-committees have been entrusted to manage

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

STATEMENT ON INTERNAL CONTROL

for the Financial Year Ended 31 December 2005

different types of risks common to financial institutions which

include credit risk, market risk, operational risk and liquidity

risk. During the financial year, pursuant to the restructuring of

the banking subsidiaries, the risk sub-committees of BCB and

CIMB have been combined so as to provide a more effective

and efficient oversight at both Board and committee levels

for the banking group. These risk sub-committees meet

regularly to review and manage the risks and recommend

suitable follow-up actions.

B. AUDIT COMMITTEE

The Audit Committee which is chaired by an independent

non-executive director reviews the internal controls system

and findings of the internal auditors, external auditors and

regulatory authorities and accordingly endorses appropriate

remedial action.

The BCB Group, CIMB Group, Bank Niaga Group, Commerce

Life and Commerce Assurance have their own separate Audit

Committees. The significant summary reports of these

committees are forwarded to the BCHB Audit Committee.

Subject to approval of the relevant regulatory authority, the

Audit Committees of the BCB Group and CIMB Group will be

combined at their intermediate holding company namely CIMB

Group Sdn Bhd pursuant to the restructuring of the domestic

banking subsidiaries. The Audit Committees of Commerce

Life and Commerce Assurance have been combined at their

intermediate holding company namely Commerce

International Group Berhad in January 2006.

There is a channel available for interaction between the BCHB

Audit Committee and the major subsidiaries’ Audit

Committees to discuss specific issues. Further details on the

Audit Committee are set out in the Audit Committee Report.

C. INTERNAL AUDIT FUNCTION

The internal audit function is carried out by the Internal Audit

Division of BCB which also functions as BCHB Group Internal

Audit Division. For CIMB Group (before the restructuring

exercise) and Bank Niaga Group, the internal audit function is

entrusted to their own departments called Corporate

Assurance Department and Group Internal Auditor

respectively. Their reports are forwarded to BCHB Group

Internal Audit. Pursuant to the restructuring of the domestic

banking subsidiaries, the Corporate Assurance Department

has been integrated within the Group Internal Audit Division.

The Internal Auditors regularly audit the internal control

practices and report significant findings to the various Audit

Committees with proposed recommendations. The core

function of the internal auditors is to perform an independent

appraisal of the BCHB Group’s activity, to provide assurance

on and to help management to maintain an adequate internal

control system. The management is responsible to ensure

that corrective actions on reported weaknesses are

undertaken within an appropriate time frame.

D. OTHER KEY ELEMENTS OF INTERNAL CONTROL

• BCHB and its subsidiaries had designed the organisation

structure with the objective to delineate appropriate

authorisation levels and proper segregation of duties.

• The roles, responsibilities and expectations between the

holding company and the subsidiaries are clearly defined.

• Various executive, management and operational

committees are established by the major subsidiaries to

assist their respective Board in ensuring the effectiveness

of the operations.

• Policies and procedures to ensure compliance with internal

controls and the relevant laws and regulations are

documented and duly approved by the respective Boards.

The policies and procedures of major banking subsidiaries

are stated in operation manuals, guidelines and directives

issued by the subsidiaries which are updated from time

to time.

• Group annual budget is prepared and tabled for the Board

approval. Actual performance is compared against budget

and reviewed by the Board with explanation of major

variances.

• The internal control culture is promoted via the introduction

of various forms of initiatives which include, amongst

others, emphasis on avoidance of conflict of interest and

confidentiality of information, code of ethics and

exceptions management procedure.

• The major banking subsidiaries have established policies

and procedures for anti-money laundering to facilitate the

detection and reporting of money laundering activities.

This statement is made in accordance with a resolution of

the Board of Directors dated 10 March 2006.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Audit Committee Report

MEMBERSHIP AND MEETINGS

The Audit Committee members shall be appointed by the Board

of Directors based on candidates recommended by the

Nomination and Remuneration Committee. They will be appointed

from among the Board Members and shall consist of not less

than three members with the majority being Independent

Non-Executive Directors. The Chairman of the Audit Committee

shall be an Independent Non-Executive Director.

The members of the Audit Committee during the financial year

ended 31 December 2005 are as follows:-

Tan Sri Datuk Asmat Kamaludin

(Chairman)

Independent Non-Executive Director

Dato’ Mohd Salleh Mahmud

Non-Independent Non-Executive Director

En Izlan Izhab

Independent Non-Executive Director

Dato’ Mohd Salleh Mahmud is the member of the Audit

Committee which meets the requirements of Section 15.10 (1)

of the Listing Rules which requires at least one qualified

accountant as a member of the committee. Dato’ Mohd Salleh

Mahmud is currently the Accountant General, Accountant

General’s Office, Ministry of Finance.

Meetings shall be held not less than four times a year and will

normally be attended by Management and the Head of Group

Internal Audit Division (GIAD). The presence of external auditors

is also requested if necessary. Other Board members and

management of subsidiaries will also attend meetings upon the

invitation of the Audit Committee. At least once a year, the Audit

Committee shall meet with the external auditors without any

management representative present.

The external auditors may request a meeting if they consider it

necessary with the members of the Audit Committee.

The Secretary of the Audit Committee is the Company Secretary.

Minutes of each meeting shall be distributed to each member of

the Board. The Chairman of the Audit Committee shall report on

each meeting to the Board. The quorum is met by attendance of

any two members. In 2005, there were five Audit Committee

meetings. The details of attendance of the meetings are as

follows:-

Tan Sri Datuk Asmat Kamaludin 5/5

Dato’ Mohd Salleh Mahmud 4/5

En Izlan Izhab 5/5

The Audit Committee meetings were held on the following dates:-

31 January 2005

3 March 2005

26 April 2005

26 July 2005

26 October 2005

On 3 March 2005, the Audit Committee met with the external

auditors without the presence of the management representatives.

AUTHORITY

The Audit Committee is authorised by the Board to investigate

any activity within its terms of reference and shall have unrestricted

access to both the internal and external auditors and to all employees

of the Group. The Committee is also authorised by the Board to

obtain external legal or other professional advice as necessary.

TERMS OF REFERENCE OF AUDIT COMMITTEE

• Ensure that the financial statements are prepared in timely

and accurate manner with frequent review of the adequacy

of provisions of commitments and contingencies and bad and

doubtful debts. Review the Balance Sheet and Income

Statement for submission to the Board of Directors and ensure

the prompt publication of financial statements.

• Reviewed internal controls, including the scope of the internal

audit programme, internal audit findings and recommend

action to be taken by Management.

• To consider the appointment of external auditors and the audit

fee.

• To discuss with the external auditors prior to the

commencement of audit, the nature and scope of audit and

to ensure coordination of audit where more than one audit

firm is involved. To evaluate the performance of the external

auditors and make recommendations to the Board of Directors

on their appointment and remuneration.

• To discuss problems and reservations arising from the external

audits and any matters the external auditors may wish to

discuss (in the absence of management where necessary).

• To review the quarterly announcements made to Bursa

Malaysia Securities Berhad and year end financial statements

before submission to the Board focusing on:-

1. Going concern assumption

2. Compliance with accounting standards and regulatory

requirements

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

AUDIT COMMITTEE REPORT

3. Any changes in accounting policies and practices

4. Significant issues arising from the audit

5. Major subjective areas

• To evaluate the performance of the GIAD.

• To review the external auditors management letter and

management’s response.

• To monitor related party transactions entered into by the

Company and the Group.

• To review the reports of other audit committees within the

Group and be satisfied that all matters arising are being

appropriately addressed by these other audit committees.

• To consider any conflict of interest situation that may arise

within the Group including any transaction, procedure of

course of conduct that raises question of management

integrity.

• To consider the assistance given by the employees of the

Company to the external auditors.

• To perform any other functions as authorised by the Board.

SUMMARY OF ACTIVITIES

During the year under review, the Audit Committee carried its

duties as set out in the terms of reference. Among the main areas

discussed by the Audit Committee during the year are as follows:-

• Reviewed the audit scope, programmes, functional and

resource requirements of the GIAD.

• Reviewed the annual audit plan, audit report and the scope of

work with the external auditors.

• Reviewed the internal control issues identified by the GIAD,

external auditors and regulatory authorities, and management’s

response to the recommendations and the implementation

of agreed action plans.

• Reviewed the financial statements of the Group on a quarterly

basis and the draft announcement to Bursa Securities before

recommending them for the approval of the Board of Directors.

• Reviewed the statement included in the Annual Report namely

the Statement on Internal Control.

• Reviewed the annual audited financial statements of the

Company and the Group with external auditors prior to

submission to the Board of Directors for their approval. The

review would entail due compliance with provisions of the

Companies Act, 1965, the Banking and Financial Institutions

Act, 1989, Listing Requirements of Bursa Securities, applicable

approved accounting standards in Malaysia as well as other

legal and regulatory requirements.

INTERNAL AUDIT FUNCTION

The group internal audit function is carried out by the GIAD of

Bumiputra-Commerce Bank Berhad (BCB), which conducts audit

for the whole BCHB Group except for CIMB Group (CIMB), South

East Asian Bank Limited and Bank Niaga, which have their own

internal audit departments. The internal audit department of

Commerce Assurance Berhad was placed under GIAD on 17

January 2005. Oversight is in place as the Head of GIAD is invited

to attend the respective Audit Committee meetings, in addition

to quarterly reports submitted to the Audit Committee. Pursuant

to the restructuring of the domestic banking subsidiaries, the

internal audit department of CIMB, namely Corporate Assurance

Department, has been integrated within the Group Internal Audit

Division.

The Audit Committee determines the terms of reference of the

internal audit function, which main role is to evaluate risk, and

monitor the effectiveness of the system of internal control and

risk management processes. It also provides independent

oversight of the internal audit function i.e. its authority, resources

and scope of work.

GIAD assists the Board, Audit Committee and management in

the effective discharge of their responsibilities in establishing cost-

effective controls, assessing risks, recommending measures to

mitigate those risks and assuring proper governance process.

GIAD provides monthly/quarterly reports to the Audit Committee,

reporting on the outcome of the audits conducted, effectiveness

of the system of internal control and highlighting key control issues

and/or significant risks impacting the Group.

The Audit Committee reviews/evaluates the key concerns/issues

raised by GIAD and ensure that appropriate and prompt remedial

action is taken by management.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Risk Management

1. BUMIPUTRA-COMMERCE HOLDINGS BERHAD (BCHB)

Risk management is an integral part of our business activities.

In today’s challenging and dynamic economic environment,

we believe that an effective risk management system is critical

for the Group to achieve continued profitability and sustainable

growth in shareholders’ value. We will continue to enhance

the structure and capabilities within our integrated risk

management framework to support our strategic role in

improving operational and financial performance for the Group

and optimising the use of capital resources, while ensuring

compliance with the regulatory requirements.

Strategic Risk Management Framework

BCHB adopts the Strategic Risk Management Framework

(Framework) as a guiding principle in managing its risks. The

approach taken in this Framework reflects the Group’s risk

aspiration, profile, philosophy and strategy.

The prime objectives of the Framework are to put in place

integrated risk management capabilities that enable the

holding company to achieve a single view of risks across BCHB

and its various subsidiaries and business operations; and to

gain strategic competitive advantage from its risk management

capabilities.

3 KEY PRINCIPLES OF STRATEGIC RISK MANAGEMENT

FRAMEWORK

Principle 1: Retain the dynamism of the Group and the

subsidiaries’ autonomy in risk management

and risk organisation.

Principle 2: Drive Holding Company risk management

through:

(i) Analysing comprehensive and timely

information on subsidiaries’ risk and

performance status through the Group

Risk Dashboard.

(ii) Building processes to speedily control

wayward situations if required.

(iii) Enhancing consistency in risk

management approaches through periodic

intra-group risk management dialogue.

Principle 3: Build the Group’s capabilities for pro-active

economic capital management.

Group Risk Dashboard

Integrated within our Framework, the Group Risk Dashboard

(Risk Dashboard) acts as a tool to monitor the Group’s risk

exposure and risk-adjusted return performance. This contributes

to the creation of shareholder value by facilitating the deployment

of resources to those subsidiaries or businesses whose value or

earnings significantly exceed their risk profile.

The Risk Dashboard is structured to capture the key indicators

of BCHB and its subsidiaries’ risk profile and performance.

In combination, the key indicators aim to provide a ‘helicopter’

view of the ‘health’ of the Group and its subsidiaries. Economic

Profit (EP), a key indicator used to facilitate economic capital

management, also forms part of the Risk Dashboard.

Group Risk Management Committee (GRMC)

During the year, the GRMC had sat four times deliberating and

discussing amongst others the Risk Dashboard and various risk

related matters.

The GRMC is chaired by an independent non-executive director.

The composition of GRMC is as follows:

Tan Sri Datuk Asmat Kamaludin

(Chairman)

Independent Non-Executive Director

Dato’ Mohd Salleh Mahmud

Non-Independent Non-Executive Director

Dr Rozali Mohamed Ali

Executive Director/Group CEO

(retired on 1 January 2006)

En Mohd Shukri Hussin

Managing Director/Group CEO

(appointed to the Committee on 27 January 2006)

In line with best practices in corporate governance, the GRMC is

primarily responsible for the effective functioning of the integrated

risk management function within the Group which includes

formulating and reviewing the risk strategy, approving and

periodically reviewing the Group’s risk management policies in

line with the risk strategy, defining the risk management objectives

across risk categories and business lines, setting appropriate risk

appetite, reviewing the risk based economic capital, reviewing

the overall risk profile, approving the contingency plan for dealing

with various extreme internal/external events and disasters, and

ensuring a risk aware culture within the Group.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

RISK MANAGEMENT

The Risk Management Department (RMD) has been entrusted by GRMC to complement the functions of GRMC in implementing

several risk related initiatives. During the year, RMD has arranged a number of meetings for directors and senior management of

the Group to engage in internal discussion on and sharing of risk related matters.

2. MAJOR SUBSIDIARIES IN THE GROUP

a. CIMB-BCB Group

(i) Bumiputra-Commerce Bank Berhad (BCB) Group

The Risk Management Framework adopted by BCB Group involves on-going process of identifying, evaluating, monitoring

and managing significant risks that may affect the achievement of its business objectives.

Sitting at the apex of the risk management structure at BCB Group, the Board Risk Management Committee comprising of

only non-executive directors, determines the risk policy objectives and assumes ultimate responsibility for risk management.

The Board Risk Management Committee is supported by specialised sub-committees, namely Credit Risk Committee,

Market Risk Committee and Operational Risk Committee that meet monthly to review and deliberate on the risk exposure

profile reports and accordingly recommend suitable follow-up actions.

The roles and responsibilities of the sub-committees are as follows:

BOARD OF DIRECTORS

Board Risk Management Committee

• Oversee entire Risk Management Framework

• Provide strategic direction to the risk profile and appetite,

including formulating and reviewing risk policy

Credit Risk Committee

• Oversee exposure to credit risk

• Support and enhance BCB’s

Credit Risk Policy Guide

Operational Risk Committee

• Support and enhance BCB’s

Operational Risk Framework

• Main charter is to coordinate and

ensure successful deployment

of and enhancements to the

Loss Event Database, Key Risk

Indicators and Control & Risk Self

Assessment across BCB Group

• Inculcate awareness of

operational risks

Market Risk Committee

• Oversee the processes and

comprehensive governance

surrounding market risk

including price, liquidity, funding

and interest rate risk

• Monitor risks arising from its

balance sheet structure and

treasury activities in trading and

investment

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

During the year, several new initiatives have been

introduced and the key risk management initiatives

that have been put in place are further refined and

improved to be in line with the current development

in the market and to achieve compliance with Bank

Negara Malaysia (BNM) guidelines, Basel II and other

regulatory authorities.

• Basel Programme Office (BPO)

The BPO has taken a phased approach to provide

incremental solutions to respond and adapt to the

new regulatory requirements for Basel II. Among

the BPO initiatives taken during the year include

the development of action plans aimed at closing

credit risk gaps for Pillar 1 and Pillar 2, and

exploration of various IT solutions for overall Basel

II compliance. For operational risk, a high-level gap

and cost-benefit analysis has been undertaken,

covering the Basic Indicator Approach and

Standardised Approach.

Subsequent to the CIMB-BCB integration, BPO will

facilitate the adoption of the Foundation Internal

Rating Based Approach for credit risk and

Standardised Approach for operational risk for the

enlarged banking group.

• Business Continuity Management

Business Continuity Management Department

was established in July 2005 with the primary role

to identify all activities and operations that are

critical to sustaining the Bank’s business

operations with the intent of ensuring that all

associated operational risks are eliminated or

minimised.

Business Continuity Plans which assist to bring

back ‘business as usual’ have been developed for

the ‘mission critical functions’ such as Treasury

Operations, Cheque Clearing Operations,

Administration Services, Capital Market, Futures

and Equity Operations.

Information Technology Disaster Recovery (IT-DR)

plans have been established between the Group

RISK MANAGEMENT

Information & Operations Division IT and IT service

provider. BCB has subscribed to a dedicated DR

warm site, which serves as the IT-DR Back-up site.

These are on-going projects, which require regular

testings and rehearsals to be conducted.

Meanwhile, BCB has set up a dedicated Treasury

Operations Business Recovery site at Bangi.

Details on other risk management initiatives carried

out by BCB Group are included in the notes to the

financial statements (Note 52).

(ii) CIMB Berhad (CIMB) Group

CIMB Group continues to adopt the Enterprise-Wide Risk

Management (EWRM) framework to manage its risk. The

EWRM framework involves the ongoing process of

identifying, managing and reporting significant risks that

may affect the achievement of its business objectives.

With EWRM framework, the Board and management are

equipped with comprehensive methodology to anticipate

and manage both the existing and potential risks. CIMB

employs a Capital-at-Risk (“CaR”) framework as a

common measure of these risks within the CIMB Group,

which forms the basis of return on risk-adjusted-capital

across differing businesses and for measuring

performance. This co-ordinated and formalised approach

is cascaded downwards through the Management’s

efforts of fostering a risk-aware and control conscious

environment across the CIMB Group.

The risk management structure at CIMB Group begins

with the Board Risk Committee, which reports directly to

the Board of CIMB Berhad. It comprised of five non-

executive directors and assumes ultimate responsibility

for risk management for CIMB Group. The day-to-day

responsibility for risk management and control has been

delegated to the Group Risk Committee, which comprised

of the senior management of CIMB Group. It performs

the oversight function for capital allocations and overall

risks limits guided by the risk appetite as defined by the

Board Risk Committee. The Group Risk Committee is

further supported by specialised sub-committees; namely

Market Risk Committee, Credit Risk Committee, Liquidity

Risk Committee and Operational Risk Committee.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

RISK MANAGEMENT

The roles and responsibilities of the sub-committees are as follows:

BOARD OF DIRECTORS

Board Risk Committee

• Review and approve risk policies and strategies

• Oversee entire risk management function

Group Risk Committee

• Review and advise on risk policies, strategies and new product

• Oversee management of risk, capital allocation and asset liability

management process across CIMB Group

Credit Risk Committee

• Credit approval

authority

• Oversee counterparty,

industry sector, product

exposures and sets

credit support

standards

Liquidity Risk

Committee

• Review trends in CIMB

Group’s overall liquidity

risk profile

Market Risk Committee

• Oversee exposure to

market risks

• Approve proprietary

trading activities and

investment/

underwriting

arrangements with

defined limits

Operational Risk

Committee

• Oversee issues relating

to the CIMB Group’s

operational risk and

internal control

environment

CIMB Group has, during the year, further enhanced the key risk management initiatives that have been put in place to be in line

with the current development in the market and to achieve compliance with BNM guidelines, Basel II and other regulatory

authorities. Specific to compliance with the requirements of Basel II, pursuant to CIMB-BCB integration, facilitated by the

BPO, the Foundation Internal Rating Based Approach for credit risk and Standardised Approach for operational risk will be

adopted by the enlarged banking group.

Further details on risk management initiatives/activities carried out by CIMB Group are included in the notes to the financial

statements (Note 52).

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

RISK MANAGEMENT

Pursuant to the CIMB-BCB integration announced in June 2005, the sub-committees of CIMB and BCB have been combined

to better support the Group Risk Committee in managing and controlling risk for the enlarged banking group. The Group Risk

Committee reports to Board Risk Committee of CIMB and Board Risk Management Committee of BCB, which will then report

to its respective Board of Directors.

Risk organisation structure of the combined CIMB-BCB Group is as follows:

BOARD OF DIRECTORS (CIMB)/

BOARD OF DIRECTORS (BCB)

Board Risk Committee (CIMB)/

Board Risk Management Committee (BCB)

Group Risk Committee

Credit Risk

Committee

Liquidity Risk

Committee

Market Risk

Committee

Operational Risk

Committee

Group Risk Management

The EWRM has been adopted for the enlarged banking group, representing a structured, consistent and continuous approach

towards assessing and managing risk on an enterprise-wide basis. The EWRM is guided by the following principles:-

• Best practice in corporate governance

• Independent of operating units

• Common risk measurement within the Group

• Economic capital allocation

• Risk-adjusted performance

• Transparent and consistent risk controls

• Diversification

b. PT Bank Niaga (Bank Niaga) Group

At Bank Niaga Group, an integrated risk management policy have been developed and implemented in which control and

monitoring are conducted through several executive committees which comprised Audit Committee at the level of Board

Commissioners and the following executive committees at the level of Board of Directors.

• Risk Management Committee

• Credit Risk and Policy Committee

• Asset/Liability Committee (ALCO)

• Market Risk Committee (MARCO)

• Operational and Information Risk Committee

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

RISK MANAGEMENT

Members of these committees are primarily from the Board of Directors and senior management of Bank Niaga Group. The

Risk Management Committee (which meets at least every three months) determines the risk appetite of Bank Niaga Group,

the business opportunities involved and its capital adequacy. Decisions of the Risk Management Committee are incorporated

in operating policies and working guidelines at all organisational level of Bank Niaga Group.

The roles and responsibilities of the executive committees are as follows:

In addition to the executive committees’ role, independent supervision and control over the Bank Niaga Group’s operations is

conducted by the Bank Niaga’s Group Internal Auditor, a working unit led by the Comptroller.

Continuous review and enhancement of the implemented risk management initiatives are carried out by Bank Niaga Group

to be inline with the current development in the market and to ensure compliance with the local regulatory authorities

and requirements of Basel II. In respect of compliance with Basel II, Bank Niaga has opted for Standardised Approach for

credit risk.

Details on other risk management initiatives/activities carried out by Bank Niaga Group are included in the notes to the financial

statements (Note 52).

BOARD OF DIRECTORS

Risk Management Committee

• Review:

1. Framework and governance in risk management

2. Direction, strategy and risk management programme

3. Risk profile and capital adequacy analysis

4. Policy and implementation for risk management

5. Methodology in risk measurement

6. Contingency plans for extraordinary events

7. Adequacy of provision made for losses

Credit Risk and Policy Committee

• Establish credit policy and limits

• Manage credit portfolio and risk

Operational & Information Risk

Committee

• Review operation risk portfolio

ALCO/MARCO

• Define acceptable limits on trading

exposures

• Manage liquidity and asset-liability

position

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

RISK MANAGEMENT

3. OTHER SUBSIDIARIES IN THE GROUP

a. Commerce Assurance Berhad (Commerce Assurance)

and Commerce Life Assurance Berhad (Commerce

Life)

Commerce Assurance has adopted an Enterprise Risk

Management Framework intended to manage its risks.

The adoption of the Enterprise Risk Management

Framework is the responsibility of the Board, while its

implementation is delegated to the Chief Executive Officer.

A Risk Management Committee comprising of a minimum

of three (3) non-executive directors supports the Board in

carrying out its role. The Risk Management Committee

oversees senior management’s activities in managing key

risk areas and ensures that the risk management process

is in place and functioning effectively.

At Commerce Life, its Risk Management Committee is

responsible to implement the Risk Management Policy,

which has been approved by the Board of Directors in

2002. The Committee is scheduled to meet four times a

year to review the company’s risk profile and its impact

on business.

Pursuant to the re-organisation of the insurance

subsidiaries, the Risk Management Committee of

Commerce Assurance and Commerce Life are combined

at the intermediate holding company namely Commerce

International Group Berhad.

b. Commerce Asset Ventures Sdn Bhd (Commerce-

Ventures)

At Commerce-Ventures, a risk management framework

has been adopted to manage its risks through a

mechanism of an enterprise-wide Risk Control Report to

assist the Board in reviewing and monitoring the risks.

The management of the risks is under the overall strategy

determined by the Commerce-Ventures’ Risk

Management Committee and the implementation is

coordinated by the Commerce-Ventures’ Risk

Management Division. Major risks identified will be

discussed in the Management Committee meeting for

possible solutions. The implementation of the proposed

solutions will be carried out by the respective departments

and monitored by the Risk Management Division.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Additional Compliance Information

as at 31 December 2005

1. SHARES BUY-BACK

There were no shares buy-back transactions and resale of

treasury shares during the financial year.

2. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

There were no options, warrants or convertible securities

issued during the financial year by the Company.

3. AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL

DEPOSITORY RECEIPT (GDR)

The Company did not sponsor any ADR or GDR programme

during the financial year under review.

4. IMPOSITION OF SANCTION AND/OR PENALTIES

There were no public sanctions and/or penalties imposed

on the Company and its subsidiaries, Directors or the

Management by any regulatory body during the financial year

under review.

5. NON-AUDIT FEES

Non-audit fees payable to the external auditors, Messrs

PricewaterhouseCoopers and its affiliates amounted to

RM4,623,000 for various audit related work relating to financial

due diligence, reporting accountants work on proforma

consolidated balance sheets and debt and rights issuance,

quarterly and half year review and other professional services

including tax compliance and advisory.

6. VARIATION IN RESULTS

There were no variation in results for the fourth quarter and

year ended 31 December 2005 as the results announced were

the audited results.

7. PROFIT GUARANTEE

The Company did not give any profit guarantee during the

financial year ended 31 December 2005.

8. REVALUATION POLICY ON LANDED PROPERTIES

Please refer to accounting policy on fixed assets on page 129

of the Annual Report.

9. MATERIAL CONTRACTS

There were no material contracts entered into by the Company

and its subsidiaries involving directors’ and major shareholders

interest which were still subsisting as at the end of the financial

year under review or which were entered into since the end

of the previous financial year except as disclosed in Note 48

and Note 49 to the financial statements.

The Directors are required by the Companies Act, 1965 to prepare

financial statements for each financial year which give a true and

fair view of the state of affairs of the Company and the Group at

the end of the financial year and of their results and cash flow for

the financial year then ended.

In preparing the financial statements, the Directors have:-

• Considered the applicable approved Malaysian accounting

standards.

• Adopted and consistently applied appropriate accounting policies.

• Make judgments and estimates that are prudent and reasonable.

Statement of Directors’ Responsibility

(in Respect of the Audited Financial Statements)

The Directors have responsibilities for ensuring that the Company

and the Group keep accounting records which disclose with

reasonable accuracy the financial position of the Company and

the Group and which enable them to ensure that the financial

statements comply with the Companies Act, 1965, applicable and

approved accounting standards in Malaysia and Bank Negara

Malaysia guidelines.

The Directors have general responsibility for taking such steps as

are reasonably open to them to safeguard the assets of the

Company and the Group to prevent and detect fraud and other

irregularities.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Financial Calendar

Monday, 28 February 2005 Announcement of audited consolidated results for the fourth quarter

and financial year ended 31 December 2004

Wednesday, 2 March 2005 Analyst /Press briefing on financial year 2004 results

Saturday, 26 March 2005 Issue of Notice of 48th Annual General Meeting, Notice of Books

Closure and Annual Report for the financial year ended 31 December

2004

Monday, 18 April 2005 48th Annual General Meeting

Wednesday, 27 April 2005 Date of entitlement to the first and final dividend of 10.0 sen less

income tax and special dividend of 5.0 sen less income tax for the

financial year ended 31 December 2004

Wednesday, 11 May 2005 Date of payment of the first and final dividend of 10.0 sen less income

tax and special dividend of 5.0 sen less income tax for the financial

year ended 31 December 2004

Wednesday, 11 May 2005 Announcement of the unaudited consolidated results for the first

quarter ended 31 March 2005

Monday, 29 August 2005 Announcement of the unaudited consolidated results for the second

quarter and half year ended 30 June 2005 and press/analyst briefing

in conjunction with the half year results

Saturday, 10 September 2005 Extraordinary General Meeting in relation to the proposed CIMB –

BCB Restructuring and change of name to BCHB

Thursday, 17 November 2005 Announcement of the unaudited consolidated results for the third

quarter ended 30 September 2005

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

Directors’ Report 98

Statement by Directors 111

Statutory Declaration 111

Report of the Auditors 112

Consolidated Balance Sheet 113

Consolidated Income Statement 114

Company Balance Sheet 115

Company Income Statement 116

Consolidated Statement of Changes in Equity 117

Company Statement of Changes in Equity 119

Consolidated Cash Flow Statement 120

Company Cash Flow Statement 122

Summary of Significant Accounting Policies 124

Notes to the Financial Statements 138

Report &

Financial Statements

for the year ended 31 December 2005

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

The Directors have pleasure in submitting their annual report to the members together with the audited financial statements of the

Group and the Company for the financial year ended 31 December 2005.

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding, management company, property management, provision of

consultancy services and dealing in securities. The principal activities of the subsidiaries are set out in Note 12 to the financial

statements. There was no significant change in the nature of these activities during the financial year.

FINANCIAL RESULTS

The Group The Company

RM’000 RM’000

Profit after taxation 1,029,227 227,164

Minority interests (202,402) –

Net profit for the financial year 826,825 227,164

DIVIDENDS

The dividends paid, declared or proposed since the end of the Company’s previous financial year were as follows:

RM’000

(a) In respect of the financial year ended 31 December 2004

• A first and final dividend of 10 sen gross per ordinary share, less

income tax of 28%, paid on 11 May 2005

– as shown in Directors’ report of that year, dividend on 2,691,740,260 shares 193,805

– dividend on additional 18,289,000 shares due to exercise of employee share option scheme 1,317

• A special dividend of 5 sen gross per ordinary share, less income tax of 28%, paid on 11 May 2005

– as shown in Directors’ report of that year, dividend on 2,691,740,260 shares 96,903

– dividend on additional 18,289,000 shares due to exercise of employee share option scheme 658

292,683

(b) In respect of the financial year ended 31 December 2005*

• A first and final dividend of 10 sen gross per ordinary share, less income tax of 28% 198,461

• A special dividend of 5 sen gross per ordinary share, less income tax of 28% 99,230

297,691

* The dividend payable amount is based on the Company’s issued and paid-up share capital as at 31 December 2005. The actual dividend payment

amount will be based on the Company’s issued and paid-up share capital at book’s closure date and may vary from the amount shown above.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial

statements and notes to the financial statements.

for the financial year ended 31 December 2005

Directors’ Report

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

ISSUANCE OF SHARES

During the financial year, the issued and fully paid ordinary share capital was increased from 2,691,740,260 to 2,756,398,260 ordinary

shares of RM1.00 each by the issuance of:

Number of

shares Class of

(‘000) Purpose of issue issue Term of issue

41,866 Exercise of Employee Share Option Scheme Ordinary At premium of RM2.13 per share

(“ESOS”)

3,228 Exercise of Employee Share Option Scheme Ordinary At premium of RM2.62 per share

(“ESOS”)

78 Exercise of Employee Share Option Scheme Ordinary At premium of RM2.69 per share

(“ESOS”)

19,486 Exercise of Employee Share Option Scheme Ordinary At premium of RM3.05 per share

(“ESOS”)

The newly issued shares rank pari passu in all respects with the existing issued shares.

EMPLOYEE SHARE OPTION SCHEME

On 20 November 2002, the Company implemented an Employee Share Option Scheme (“ESOS 2002/2007”). The ESOS 2002/2007

is governed by the bye-laws which were approved by the shareholders on 26 April 2002.

The main features of the ESOS 2002/2007 scheme are:

(a) Eligible persons are employees of the Group who have been in the employment of the Group (excluding CIMB Berhad and the

Company’s associates) when an offer is made in writing to an employee to participate in the Scheme. The eligibility for participation

in the Scheme shall be at the discretion of the Board of Directors.

(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and paid-up share

capital of the Company at any point of time during the existence of the Scheme, which shall be in force for a period of five years,

expiring on 19 November 2007 or any extension thereof.

(d) The subscription price for each RM1.00 share shall be higher of the following:

(i) the weighted average market price of the shares of the Company as shown in the Daily Official List of the Bursa Malaysia

Securities Berhad (“Bursa Securities”) for the five market days immediately preceding the offer date with an allowance

for a discount of not more than ten per centum therefrom at the Option Committee’s discretion; or

(ii) the par value of the shares of the Company.

(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any share issue

of any other company.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

100

On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 per share option to eligible employees.

Subsequent share options were offered to eligible employees as follows:

(a) On 29 December 2003, 10,994,000 share options were offered at an option price of RM3.62 per share option (being the 5 days

weighted average price from 19 December 2003 to 26 December 2003, net of 10% discount).

(b) On 7 January 2004, 351,000 share options were offered at an option price of RM3.69 per share option (being the 5 days

weighted average price from 26 December 2003 to 5 January 2004, net of 10% discount).

(c) On 14 October 2004, 37,721,000 share options were offered at an option price of RM4.05 per share option (being the 5 days

weighted average price from 7 October 2004 to 13 October 2004, net of 10% discount).

These issuances have similar main features with the first issuance and are governed by the similar bye-laws which were approved by

the shareholders on 26 April 2002.

SHARE BUY-BACK

The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 18 April 2005, approved

the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of existing total

paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to its shareholders and

believe that the share buy-back can be applied in the best interests of the Company and its shareholders.

There were no share buy-back transactions and resale of treasury shares during the financial year.

DIRECTORS

The Directors of the Company who have held office since the date of the last report and at the date of this report are as follows:

Tan Sri Dato’ Mohd Desa Pachi

Dato’ Anwar Aji

Tan Sri Datuk Asmat Kamaludin

Dato’ Mohd Salleh Mahmud

Dr. Roslan A. Ghaffar

Izlan Izhab

Mohd Shukri Hussin (appointed on 3.1.2006)

Dato’ Mohamed Nazir Abdul Razak (appointed on 27.1.2006)

Dr. Rozali Mohamed Ali (retired on 1.1.2006)

Tan Sri Dato’ Mohd Desa Pachi, being over seventy years of age, retires in accordance with Section 129 of the Companies Act, 1965

and offers himself for re-appointment in accordance with Section 129(6) of the Act to hold office until the conclusion of the next

Annual General Meeting of the Company.

In accordance with Article 76 of the Articles of Association, Tan Sri Datuk Asmat Kamaludin, Dato’ Mohd Salleh Mahmud and Dato’

Anwar Aji, retire from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

In accordance with Article 83 of the Articles of Association, Mohd Shukri Hussin and Dato’ Mohamed Nazir Abdul Razak, retire from

the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

101

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the

object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of,

the Company or any other body corporate, other than the Company’s Employee Share Option Scheme (see Note 28 to the financial

statements), Management Equity Scheme (“MES”) and other than those disclosed in this report.

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than directors’

remuneration disclosed in Note 38 to the financial statements) by reason of a contract made by the Company or a related corporation

with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

DIRECTORS’ INTERESTS IN SHARES AND SHARE OPTIONS

According to the Register of Directors’ Shareholdings, the beneficial interests of the Directors who held office at the end of the

financial year in the shares and share options of the Company and its subsidiary during the financial year are as follows:

No. of ordinary shares of RM1 each

As at As at

1 January Bought Sold 31 December

Bumiputra-Commerce Holdings Berhad

Tan Sri Datuk Asmat Kamaludin

– indirect 26,000 15,000 (6,000) 35,000

Dr. Rozali Mohamed Ali

– direct 314,800 400,000 (100,000) 614,800

CIMB Berhad

Tan Sri Datuk Asmat Kamaludin 50,000 13,444 (29,000) 34,444

Dr. Rozali Mohamed Ali 201,000 16,666 – 217,666

Dato’ Mohd Salleh Mahmud 50,000 – (50,000) –

No. of employees’ share option

As at As at

1 January Granted Exercised 31 December

Bumiputra-Commerce Holdings Berhad

Dr. Rozali Mohamed Ali

– direct 800,000 – (800,000) –

No. of share options over ordinary shares of RM1 each

granted under a Management Equity Scheme (“MES”)

As at As at

1 January Granted Exercised 31 December^

Bumiputra-Commerce Holdings Berhad

Dr. Rozali Mohamed Ali

– direct 9,000,000 – (2,310,000) 6,690,000

Balance lapsed due to retirement on 1 January 2006

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

102

DIRECTORS’ INTERESTS IN SHARES AND SHARE OPTIONS (CONTINUED)

This scheme was initated as part of the performance linked compensation scheme by a substantial shareholder of the Company. The

allocation of the MES is based on performance and seniority. The scheme is governed by its own terms and conditions.

The effective date of the MES is on 1 March 2004 and the scheme will continue to be in force for five years until 28 February 2009.

The eligible persons are senior management of the Group who have been in the employment of the Company and its subsidiaries

(excluding CIMB Group, Bank Niaga Group and the South East Asian Bank Ltd) when an offer is made in writing to the senior

management to participate in the scheme. The eligibility for participation in the scheme shall be at the discretion of the Nomination

and Remuneration Committee of the Company.

The voting rights of the unexercised balance remain with the substantial shareholder.

None of the other Directors in office at the end of the financial year held any interest in the shares and share options of the Company

and its subsidiaries during the financial year.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

Before the income statements and balance sheets were made out, the Directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful

debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for

doubtful debts; and

(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business, their

values as shown in the accounting records of the Group and Company had been written down to an amount which they might

be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial

statements of the Group and Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and Company misleading;

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company

misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the

end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to

meet their obligations when they fall due.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group or Company which has arisen since the end of the financial year which secures the

liability of any other person; or

(b) any contingent liability of the Group or Company which has arisen since the end of the financial year other than in the ordinary

course of business.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

103

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED)

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial

statements which would render any amount stated in the financial statements misleading.

In the opinion of the Directors:

(a) the results of the Group’s and Company’s operations for the financial year were not substantially affected by any item, transaction

or event of a material and unusual nature except as disclosed in Notes 8, 36, 48 and 54 to the financial statements; and

(b) except as disclosed in Note 49 to the financial statements, there has not arisen in the interval between the end of the financial

year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the

results of the operations of the Group or Company for the financial year in which this report is made.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year are disclosed in Note 48 to the financial statements.

SUBSEQUENT EVENTS AFTER THE FINANCIAL YEAR

Subsequent events after the financial year end are disclosed in Note 49 to the financial statements.

2005 BUSINESS PLAN AND STRATEGY

The year 2005 saw major transformation efforts within the Group mainly via the formation of a universal banking platform involving

Commerce International Merchant Bankers Berhad (“CIMB”) and Bumiputra-Commerce Bank Berhad (“BCB”). Through the CIMB-

GK acquisition and the substantial increase in the Company’s stake in PT Bank Niaga, the regional markets are becoming increasingly

important to the Group.

On the insurance business, Bank Negara Malaysia and the Minister of Finance have approved the setting up of the Group’s new

insurance holding company, Commerce International Group Bhd (“CIG”). CIG will facilitate the sharing of resources for support

functions, improve performance monitoring and provides overall strategic direction for the Group’s insurance business.

OUTLOOK FOR 2006

For the financial year ending 2006, we anticipate higher investment banking activities and treasury income as well as intensified

recovery efforts to be the key drivers for earnings growth as the rebuilding of retail and business banking continues.

With greater combined financial muscle and group synergies, the Group will be able to offer both domestic and regional clients better

value added propositions.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

104

CORPORATE GOVERNANCE

(i) Board responsibility and oversight

Board of Directors

The Board is the ultimate decision making entity. It leads and controls the Group. The Board is primarily responsible for among

other things, the review and adoption of a strategic plan for the Group, oversight of business performance, ensuring the

adoption of appropriate risk management systems and ensuring establishment of proper internal control systems.

The Board of Directors meets on a scheduled basis at least once every quarter. When the need arises, Special Board Meetings

and Joint Special Board Meetings/Briefings with subsidiaries are also convened. The quarterly Board Meetings are scheduled

prior to the commencement of the financial year.

Among the topics for deliberation include the financial statements and results of the Group and its subsidiaries, operational

activities, strategic and corporate initiatives as well as matters specifically reserved for the Board’s decision. Reports by Board

Committees are also presented and discussed.

There were four ordinary Board meetings, seven Special Board Meetings and one special Joint Board Meeting with the Boards

of BCB and CIMB Berhad held in 2005. In addition, there were two Joint Board Briefings held with the Boards of BCB and CIMB

Berhad.

The details of the attendance of each individual director in respect of the Board and Special Board Meetings held are as follows:

List of directors

Directors No. of Percentage

Meetings Attended Designation

Tan Sri Dato’ Mohd Desa Pachi (Chairman) 12/12 100% NE, I

Dato’ Anwar Aji 10/12 83% NE, NI

Tan Sri Datuk Asmat Kamaludin 10/12 83% NE, I

Dato’ Mohd Salleh Mahmud 10/12 83% NE, NI

Dr. Roslan A. Ghaffar 11/12 92% NE, NI

En Izlan Izhab 12/12 100% NE, I

Dr. Rozali Mohamed Ali (retired on 1 January 2006) 8/12 67% ED/CEO

Note: NE – Non-Executive, NI – Non-Independent, I – Independent, ED – Executive Director, CEO – Chief Executive Officer

(ii) Risk Management

Risk management is an integral part of the financial services business activities. In a challenging and dynamic economic

environment, an effective risk management system is critical for the Group to achieve continued profitability and sustainable

growth in the shareholders’ value. Continuous enhancements of the structure and capabilities within the integrated risk

management framework are carried out to support the Company’s strategic role in improving operational and performance for

the Group and optimising the use of capital resources, while ensuring compliance with the regulatory requirements.

Strategic Risk Management Framework

The Company adopts the Strategic Risk Management Framework (“Framework”) as a guiding principle in managing its risks.

The approach taken in this Framework reflects the Group’s risk aspiration, profile, philosophy and strategy.

The prime objectives of the Framework are to put in place integrated risk management capabilities that enable the holding

company to achieve a single view of risks across the Company and its various subsidiaries and business operations and to gain

strategic competitive advantage from its risk management capabilities.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

105

CORPORATE GOVERNANCE (CONTINUED)

(ii) Risk Management (Continued)

3 Key Principles of Strategic Risk Management Framework

Principle 1: Retain the dynamism of the Group and the subsidiaries’ autonomy in risk management and risk organisation.

Principle 2: Drive the holding company’s risk management through:

(i) Analysing comprehensive and timely information on subsidiaries’ risk and performance status through Group

Risk Dashboard;

(ii) Building processes to speedily control wayward situations if required; and

(iii) Enhancing consistency in risk management approaches through periodic intra-group risk management

dialogue.

Principle 3: Build the Group’s capabilities for pro-active economic capital management.

Group Risk Dashboard

Integrated within the Framework, the Group Risk Dashboard (“Risk Dashboard”) enables the Group to monitor the Group’s risk

exposure and risk-adjusted return performance. The Risk Dashboard is structured to capture the key indicators of the Company

and its subsidiaries’ risk profile and performance. In combination, the key indicators aim to provide a ‘helicopter’ view of the

‘health’ of the Company and its subsidiaries.

BCHB Risk Management Structure

The Group Risk Management Committee (“GRMC ”) is primarily responsible for the effective functioning of the integrated risk

management function.

During the year, the GRMC had sat four times deliberating and discussing amongst others the Risk Dashboard and various risk

related matters.

The Risk Management Department (“RMD”) has been entrusted by GRMC to complement the functions of GRMC and to

implement several risk related initiatives. During the year, RMD has arranged a number of meetings for directors and senior

management of the Group to engage in internal discussion on and sharing of risk related matters.

Other subsidiaries’ risk management

Risk management frameworks have also been implemented by the major banking subsidiaries group such as BCB, CIMB and

PT Bank Niaga (“Bank Niaga”) and other subsidiaries such as Commerce Life Assurance Berhad, Commerce Assurance Berhad

and Commerce Asset Ventures Sdn Bhd. The frameworks involve a continuous process of risk identification, assessment,

control, monitoring and reporting.

The major banking subsidiaries have specific committees which have been delegated the responsibility to examine all matters

within their scope and report to the respective board of directors on significant matters. The subsidiaries’ Board Risk Management

Committee and specific risk sub-committees have been entrusted to manage different types of risks common to financial

institutions which include credit risk, market risk, operational risk and liquidity risk. The risk sub-committees meet regularly to

review and manage the risk and recommend suitable follow-up actions.

The major banking subsidiaries also continuously review their internal control policies and practices to be in line with the current

developments in the market and to comply with Bank Negara Malaysia (“BNM”) guidelines and other regulatory authorities.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

106

CORPORATE GOVERNANCE (CONTINUED)

(iii) Internal Audit and Internal Control Activities

For all major subsidiaries under the Group except for CIMB Berhad Group and Bank Niaga Group, the internal audit function is

carried out by the Internal Audit Division of BCB which is also functioning as the Group Internal Audit Division. For CIMB Berhad

Group and Bank Niaga Group, the internal audit function is entrusted to their own departments called Corporate Assurance

Department and Group Internal Auditor respectively. Pursuant to the restructuring of the domestic banking subsidiaries, the

Corporate Assurance Department of CIMB has been integrated within the Group Internal Audit Division.

The Company’s Board will determine the remit of the internal audit function. The Group Internal Audit Division assists the

Company’s Board and Audit Committee in discharging their responsibilities. Oversight is in place as the Head of Group Internal

Audit Division is invited to attend CIMBB and Bank Niaga Audit Committees meetings. In addition quarterly reports are submitted

to the Company’s Audit Committee. The internal audit function is independent of activities they audit and duties are performed

with impartiality, proficiency and professional care.

The core function of the internal auditors is to perform an independent appraisal of the Group’s activity, to provide assurance on

and to help management to maintain an adequate internal control system. The management is responsible to ensure that

corrective actions on reported weaknesses are undertaken within an appropriate time frame. Final audit reports (after discussion

and agreement with respective management) are tabled to the Company’s Audit Committee and progress of implementation of

the recommendations is updated periodically to the Audit Committee.

Other Key Elements Of Internal Control

• The Company and its subsidiaries had designed the organisation structure with the objective to delineate appropriate

authorisation levels and proper segregation of duties.

• The roles, responsibilities and expectations between the holding company and the subsidiaries are clearly defined.

• Various executive, management and operational committees are established by the major subsidiares to assist their respective

Boards in ensuring the effectiveness of the operations.

• The internal control culture is promoted via the introduction of various forms of initiatives which include, amongst others,

emphasis on avoidance of conflict of interest and confidentiality of information, code of ethics and exceptions management

procedure.

• The major banking subsidiaries have established policies and procedures for anti-money laundering to facilitate the detection

and reporting of money laundering activities.

• Policies and procedures to ensure compliance with internal controls and the relevant laws and regulations are documented

and duly approved by the respective Boards. The policies and procedures of major banking subsidiaries are stated in operation

manuals, guidelines and directives issued by the subsidiaries which are updated from time to time.

• Group annual budget is prepared and tabled for the Board’s approval. Actual performance is compared against budget and

reviewed by the Board with explanation of major variances.

(iv) Management reports

At the Company level, consolidated numbers for the Group are tabled to the Board for deliberation and approval on every

quarter for the purpose of quarterly report to BNM as well as quarterly announcement to Bursa Malaysia.

Major subsidiaries’ performance reports are also circulated to and tabled on every quarter in the Board meetings.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

107

INFORMATION ON COMMITTEES OF THE COMPANY

(i) Audit Committee

The members of the Audit Committee are as follows:

Tan Sri Datuk Asmat Kamaludin (Chairman)

Dato’ Mohd Salleh Mahmud

En. Izlan Izhab

The Audit Committee met five times during the year. Its principal function is to assist the Board in maintaining a sound system

of internal control.

The terms of reference of the Audit Committee are as follows:

• Ensure that the financial statements are prepared in a timely and accurate manner with frequent review of the adequacy of

provisions of commitments and contingencies and bad and doubtful debts. Review the Balance Sheet and Income Statement

for submission to the Board of Directors and ensure the prompt publication of financial statements.

• Review internal controls, including the scope of the internal audit programme, internal audit findings and recommend action

to be taken by Management.

• To consider the appointment of external auditors and the audit fee.

• To discuss with the external auditors prior to the commencement of audit, the nature and scope of audit and to ensure

coordination of audit where more than one audit firm is involved. To evaluate the performance of the external auditors and

make recommendation to the Board of Directors on their appointment and remuneration.

• To discuss problems and reservations arising from the external audits and any matters the external auditors may wish to

discuss (in the absence of management where necessary).

• To review the quarterly announcements made to Bursa Securities and year end financial statements before submission to

the Board focusing on:

1. Going concern assumption.

2. Compliance with accounting standards and regulatory requirements.

3. Any changes in accounting policies and practices.

4. Significant issues arising from the audit.

5. Major subjective areas.

• To evaluate the performance of Group Internal Audit Division.

• To review the external auditors management letter and management’s response.

• To monitor related party transactions entered into by the Company and the Group.

• To review the minutes of other audit committees within the Group and be satisfied that all matters arising are being appropriately

addressed by these other audit committees.

• To consider any conflict of interest situation that may arise within the listed issuer or Group including any transaction,

procedure or course of conduct that raises question of management integrity.

• To consider the assistance given by the employees of the listed issuer to the external auditors.

• To perform any other functions as authorised by the Board.

(ii) Group Risk Management Committee (“GRMC”)

The GRMC was established on 30 July 2003 with the primary responsibility of ensuring the effective functioning of the integrated

risk management function within the organisation.

The members of the GRMC are as follows:

Tan Sri Datuk Asmat Kamaludin (Chairman)

Dato’ Mohd Salleh Mahmud

En. Mohd Shukri Hussin (appointed on 27 January 2006)

Dr. Rozali Mohamed Ali (retired on 1 January 2006)

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

108

INFORMATION ON COMMITTEES OF THE COMPANY (CONTINUED)

(ii) Group Risk Management Committee (“GRMC”) (Continued)

The terms of reference of the GRMC are as follows:

• Formulating and reviewing the risk strategy of the organisation.

• Approving and periodically reviewing the organisation’s risk management policies in line with risk strategy.

• Defining the risk management objectives across risk categories and business lines.

• Setting the risk appetite (namely the confidence level to be used for quantifiable risks, maximum size and frequency of

losses for risks, etc) of the organisation along specific business lines.

• Reviewing the risk-based economic capital of the organisation.

• Reviewing the overall risk profile of the organisation and specific market risk and credit risk portfolio profile on a periodic

basis.

• Approving the methodology to be followed for risk based economic capital computation.

• Approving the contingency plan for dealing with various extreme internal/external events and disasters.

• Ensuring a risk aware culture in the organisation.

• Any other related issues.

(iii) Building Committee

The Building Committee was established in October 2003 with the principal role of reviewing and approving issues pertaining

to the purchase and development of the new corporate headquarters of the Group before recommending to the Board for final

approval. In broad terms, the three phases involved would be firstly, the clarification of design and sale agreement documentation,

followed by design development and finally the implementation stage.

The members of the Building Committee are as follows:

Dato’ Mohd Salleh Mahmud (Chairman)

Dato’ Hamzah Bakar

En. Mohd Shukri Hussin (appointed on 27 January 2006)

Dr. Rozali Mohamed Ali (retired on 1 January 2006)

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is made up entirely of non-executive directors with the majority being independent.

The members of the Nomination and Remuneration Committee are as follows:

Tan Sri Dato’ Mohd Desa Pachi (Chairman)

Dato’ Anwar Aji

Tan Sri Datuk Asmat Kamaludin

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

109

INFORMATION ON COMMITTEES OF THE COMPANY (CONTINUED)

(iv) Nomination and Remuneration Committee (Continued)

The terms of reference of the Committee with regards to the nomination role are as follows:

• To review regularly the Board structure, size and composition and make recommendations to the Board with regard to any

adjustments that are deemed necessary within the Group.

• To be responsible for identifying, nominating and recommending candidates for the approval of the Board to fill Board

vacancies within the Group as and when they arise as well as to put in place plans of succession in particular of the Chairman

and the Managing Director/Executive Director/Chief Executive. The responsibility of the Committee shall be extended to all

subsidiaries of the Company. All subsidiaries shall submit the names of new directors proposed for the respective Boards to

the Committee for recommendation.

• To review the required mix skills and experience and other qualities and competencies, which Non-Executive Directors shall

bring to the Board. To assess the effectiveness of the Board Committees and also to assess the contributions of Directors

of the Board within the Group.

• To recommend to the Board for the appointment and continued tenure of service of Managing Director/Executive Director/

Chief Executive Officer for the Company and subsidiaries.

• To recommend to the Board for the appointment and continuation (or otherwise) in service of any Director who has reached

the age of 70.

• To recommend directors who are retiring by rotation for re-election.

• To seek the services of such advisors or consultants as it deems necessary to fulfill its responsibilities.

The terms of reference of the Committee with regards to the remuneration role are as follows:

• To determine and recommend to the Board on the Company’s or the Group’s director fees, allowances and other remuneration.

• To determine and recommend to the Board on the framework or broad policy for the remuneration of the Company’s or

Group’s Managing Director (MD), Executive Director (ED), Chief Executive Officer (CEO) and Senior Management reporting

directly to the MD/ED/CEO.

• To determine and recommend to the Board of any performance related scheme for the Company or the Group.

• To determine the policy for the scope of services and terms and conditions of service agreements for the Executive and

Non-Executive Directors.

• To recommend to the Board the services of such advisors or consultants as it deems necessary to fulfill its responsibilities.

The Board through the Nomination and Remuneration Committee periodically reviews the relevant mix of skills and experiences

inherent in the Board.

(v) Employee Share Option Scheme (ESOS) Committee

The BCHB Group ESOS Committee was established to administer BCHB’s Employee Share Option Scheme. The Committee’s

principal function is to ensure that the Scheme is administered in accordance with the by-laws approved by the shareholders of

the Company. The present ESOS Scheme (ESOS 2002/2007) was implemented on 20 November 2002 and approved by the

shareholders on 26 April 2002.

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

110

RATINGS BY EXTERNAL RATING AGENCY

Details of the ratings of the Company and its debt securities are as follows:

Rating agency Date Accorded Rating classification

Malaysian Rating Corporation Berhad August 2004 Long Term Rating: A+

Rating classification description:

Malaysian Rating Corporation Berhad (“MARC”) has affirmed the long-term rating of the Company at A+. This reflects the firm credit

standing of the Group, which benefits from a strong franchise of its core subsidiaries; improving overall Group-wide earnings and

asset quality; continuous efforts to keep gearing at bay and a proactive management. The rating however is constrained by the

Group’s exposure to the financial services industry as a whole; the expanding earnings exposure to other countries and the limitations

surrounding the Company’s cash generation.

SHARIAH COMMITTEE

The Shariah Committee is formed as legislated under Section 3 (5)(b) of the Islamic Banking Act 1983 and as per BNM/GPS1 (Guidelines

on the Governance of Shariah Committee for Islamic Financial Institutions) to advise the subsidiary bank’s wholly owned subsidiary,

Commerce TIJARI Bank Berhad (“Commerce TIJARI”), on the operation of its banking business and operations with the objective of

ensuring that Commerce TIJARI is not involved in any activity that is against the religion of Islam. In advising Commerce TIJARI on

such matters, the Shariah Committee also considers the views of the Shariah Council/Committees of relevant authorities such as

BNM and the Securities Commission on issues relating to the activities and operations of Islamic banking and finance.

ZAKAT OBLIGATIONS

The subsidiary bank’s wholly owned subsidiary, Commerce TIJARI, is obliged to pay business zakat to comply with the principles of

Shariah. Commerce TIJARI does not pay zakat on behalf of the shareholders or depositors.

AUDITORS

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.

Signed on behalf of the Board of Directors in accordance with their resolution.

Tan Sri Dato’ Mohd Desa Pachi Mohd Shukri Hussin

Director Director

Kuala Lumpur

28 February 2006

for the financial year ended 31 December 2005

DIRECTORS’ REPORT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

111

We, Tan Sri Dato’ Mohd Desa Pachi and Mohd Shukri Hussin, being two of the Directors of Bumiputra-Commerce Holdings Berhad

state that, in the opinion of the Directors, the financial statements set out on pages 113 to 257 are drawn up so as to give a true and

fair view of the state of affairs of the Group and Company as at 31 December 2005 and of the results and cash flows of the Group and

Company for the financial year ended on that date in accordance with the MASB approved accounting standards in Malaysia, Bank

Negara Malaysia Guidelines and the provisions of the Companies Act, 1965.

Signed on behalf of the Board of Directors in accordance with their resolution.

Tan Sri Dato’ Mohd Desa Pachi

Director

Mohd Shukri Hussin

Director

Kuala Lumpur

28 February 2006

I, Zamri Mohd Radzi, the Officer primarily responsible for the financial management of Bumiputra-Commerce Holdings Berhad, do

solemnly and sincerely declare that the financial statements set out on pages 113 to 257 are, in my opinion, correct and I make this

solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act,

1960.

Zamri Mohd Radzi

Subscribed and solemnly declared by the abovenamed Zamri Mohd Radzi at Kuala Lumpur before me, on 28 February 2006.

Commissioner for Oaths

Statement by Directors

pursuant to Section 169(15) of the Companies Act, 1965

Statutory Declaration

pursuant to Section 169(16) of the Companies Act, 1965

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

112

We have audited the financial statements set out on pages 113 to 257. These financial statements are the responsibility of the

Company’s Directors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to

report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not

assume responsibility to any other person for the content of this report.

We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit

includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also

includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall

financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965, Bank Negara

Malaysia Guidelines and the MASB approved accounting standards in Malaysia so as to give a true and fair view of:

(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and

(ii) the state of affairs of the Group and Company as at 31 December 2005 and of the results and cash flows of the Group

and Company for the financial year ended on that date;

and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of

which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

The names of subsidiaries of which we have not acted as auditors are indicated in Note 12 to the financial statements. We have

considered the financial statements of these subsidiaries and the auditors’ reports thereon.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements

are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we

have received satisfactory information and explanations required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any

adverse comment made under subsection 3 of Section 174 of the Act.

PricewaterhouseCoopers Dato’ Ahmad Johan Bin Mohammad Raslan

(AF: 1146) (1867/09/06 (J))

Chartered Accountants Partner

Kuala Lumpur

28 February 2006

to the members of Bumiputra-Commerce Holdings Berhad

Report of the Auditors

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

113

Note 2005 2004

RM’000 RM’000

Assets

Cash and short-term funds 2 12,078,145 16,634,934

Securities purchased under resale agreements 4,473,563 4,498,908

Deposits and placements with banks and other financial institutions 3 1,354,952 1,443,047

Securities held for trading 4 9,556,127 6,556,140

Available-for-sale securities 5 7,759,349 11,621,682

Held-to-maturity securities 6 2,420,509 2,691,566

Derivative financial instruments 7 385,740 287,976

Loans, advances and financing 8 69,095,880 62,603,030

Other assets 9 2,411,745 2,032,432

Deferred tax assets 10 359,478 307,867

Tax recoverable 281,355 446,563

Statutory deposits with Bank Negara Malaysia 11 1,659,940 1,934,890

Investment in associates 13 95,583 71,145

Jointly controlled entities 14 118,722 121,416

Fixed assets 15 940,258 779,492

Goodwill 16 534,618 351,503

Total assets 113,525,964 112,382,591

Liabilities and shareholders’ funds

Deposits from customers 17 74,323,587 74,105,175

Deposits and placements of banks and other financial institutions 18 7,416,648 7,517,869

Derivative financial instruments 7 514,185 511,784

Obligations on securities sold under repurchase agreements 5,316,721 5,606,264

Bills and acceptances payable 3,295,456 3,029,937

Floating rate certificates of deposits 19 226,770 342,000

Other liabilities 20 4,374,428 3,957,939

Deferred tax liabilities 10 13,690 22,106

Current tax liabilities 104,610 48,772

Amount due to Cagamas Berhad 2,375,329 2,283,878

Loan stocks 22 782,763 778,346

Bonds 24 928,708 912,118

Irredeemable convertible unsecured loan stocks (“ICULS”) 25 44,682 45,216

Other borrowings 26 829,893 1,704,657

Subordinated Notes 27 1,872,016 1,516,214

Total liabilities 102,419,486 102,382,275

Minority interests 1,269,025 840,840

Perpetual preference shares 29 200,000 200,000

Share capital 28 2,756,398 2,691,740

Reserves 30 6,881,055 6,267,736

Less: Treasury shares, at cost 31 – –

Shareholders’ funds 9,637,453 8,959,476

Total liabilities and shareholders’ funds 113,525,964 112,382,591

Commitments and contingencies 43 149,479,744 208,586,917

Consolidated Balance Sheet

as at 31 December 2005

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

114

Note 2005 2004

RM’000 RM’000

Interest income 32 6,025,130 5,271,312

Interest expense 33 (3,038,883) (2,580,801)

Net interest income 2,986,247 2,690,511

Income from Islamic banking operations 55 24,101 14,835

Non-interest income 34 1,712,632 1,449,476

4,722,980 4,154,822

Overhead expenses 35 (2,278,099) (1,953,407)

Profit before allowances 2,444,881 2,201,415

Allowance for losses on loans, advances and financing 36 (1,021,863) (1,122,435)

Allowance for other receivables (16,612) (11,527)

Provision for commitments and contingencies 20 (684) (259)

Allowance for impairment of securities 37 (100,636) (14,807)

1,305,086 1,052,387

Share of results of jointly controlled entities (1,824) (3,509)

Share of results of associates 10,223 3,769

Profit before taxation 1,313,485 1,052,647

Taxation

– Company and subsidiaries 39 (280,718) (116,843)

– Jointly controlled entities 39 (870) (75)

– Associates 39 (2,648) (3,315)

– Zakat (22) –

Profit after taxation 1,029,227 932,414

Minority interests (202,402) (197,874)

Net profit for the financial year 826,825 734,540

Earnings per share (sen)

– Basic 40 30.5 27.6

– Fully diluted 40 30.1 26.4

Dividends per ordinary share (sen)

– First and final dividend of 10 sen less taxation

of 28% (2004: 10 sen less taxation of 28%) 41 7.2 7.2

– Special dividend of 5 sen less taxation of 28%

(2004: 5 sen less taxation of 28%) 41 3.6 3.6

for the financial year ended 31 December 2005

Consolidated Income Statement

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

115

Note 2005 2004

RM’000 RM’000

Assets

Cash and short-term funds 2 450,581 1,328,411

Securities held for trading 4 320,244 354,936

Available-for-sale securities 5 – 21,203

Held-to-maturity securities 6 183,064 215,194

Derivative financial instruments 7 202 1,061

Loans, advances and financing 8 3,219 3,058

Other assets 9 2,115 1,399

Tax recoverable 12,962 –

Investment in subsidiaries 12 5,042,309 4,251,770

Amount owing by subsidiaries net of allowance

for doubtful debts of RM852,820 (2004: RM852,820) 603,378 413,607

Investment in associate 13 3,834 3,834

Fixed assets 15 82,137 100,514

Total assets 6,704,045 6,694,987

Liabilities and shareholders’ funds

Other liabilities 20 13,607 14,418

Amount owing to subsidiaries 703,980 821,820

Deferred tax liabilities 10 8,069 18,418

Bonds 24 500,000 500,000

Total liabilities 1,225,656 1,354,656

Share capital 28 2,756,398 2,691,740

Reserves 30 2,721,991 2,648,591

Less: Treasury shares, at cost 31 – –

Shareholders’ funds 5,478,389 5,340,331

Total liabilities and shareholders’ funds 6,704,045 6,694,987

Commitments and contingencies 43 250,000 250,000

Company Balance Sheet

as at 31 December 2005

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

116

Note 2005 2004

RM’000 RM’000

Interest income 32 41,598 33,554

Interest expense 33 (64,158) (45,239)

Net interest expense (22,560) (11,685)

Non-interest income 34 341,388 356,234

Net income 318,828 344,549

Overhead expenses 35 (39,463) (31,050)

Profit before allowances 279,365 313,499

Writeback of allowance for impairment of securities 37 – 1,019

Profit before taxation 279,365 314,518

Taxation 39 (52,201) (18,809)

Net profit for the financial year 227,164 295,709

Dividends per ordinary share (sen)

– First and final dividend of 10 sen less taxation of 28%

(2004: 10 sen less taxation of 28%) 41 7.2 7.2

– Special dividend of 5 sen less taxation of 28%

(2004: 5 sen less taxation of 28%) 41 3.6 3.6

for the financial year ended 31 December 2005

Company Income Statement

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

117

Consolidated Statement of Changes in Equity

for the financial year ended 31 December 2005

Revaluation

Convertible Reserve reserve-

Hedging Exchange bonds arising available-

Share Share reserve- Statutory Merger Capital fluctuation (equity on for-sale Retained

The Group Note capital premium cash flows reserves reserve reserve reserves component) consolidation securities profit Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2005:

– as previously reported 2,691,740 1,881,079 – 1,477,329 65,746 27,367 (59,123) 68,173 – – 2,635,428 8,787,739

– change in accounting

policies 54 –––––––––198,053 (26,316) 171,737

– as restated 2,691,740 1,881,079 – 1,477,329 65,746 27,367 (59,123) 68,173 – 198,053 2,609,112 8,959,476

Net gain/(loss) not

recognised in the

income statement: 30

– currency

translation

difference ––––––(43,894) ––––(43,894)

– revaluation reserve –

available-

for-sale

securities –––––––––(191,884) – (191,884)

– hedging reserve –

cash flow hedge – – (4,339) ––––––––(4,339)

– negative goodwill ––––––––119,747 – – 119,747

– – (4,339) – – – (43,894) – 119,747 (191,884) – (120,370)

Net profit for the

financial year ––––––––––826,825 826,825

Dividend for the

financial year

ended 31

December 2004 41 ––––––––––(292,683) (292,683)

Transfer to statutory

reserve 30 – – – 272,602 ––––––(272,602) –

Issue of share capital

arising from exercise

of Employee Share

Option Scheme 28 64,658 157,274 –––––––––221,932

Arising from accretion

of equity interests in

subsidiary –––––50,451––––(8,178) 42,273

At 31 December 2005 2,756,398 2,038,353 (4,339) 1,749,931 65,746 77,818 (103,017) 68,173 119,747 6,169 2,862,474 9,637,453

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

118

for the financial year ended 31 December 2005

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Revaluation

Convertible reserve-

Exchange bonds available-

Share Share Statutory Merger Capital fluctuation Treasury (equity for-sale Retained

The Group Note capital premium reserves reserve reserve reserves shares component) securities profit Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2004:

– as previously reported 2,628,960 1,786,730 1,330,562 65,746 15,949 31,754 (153,992) – – 2,193,878 7,899,587

– change in accounting policies 54 ––––––––119,690 (8,629) 111,061

– as restated 2,628,960 1,786,730 1,330,562 65,746 15,949 31,754 (153,992) – 119,690 2,185,249 8,010,648

Net gain/(loss) not recognised

in the income statement: 30

– currency translation difference –––––(90,877) ––––(90,877)

– revaluation reserve –

available-for-sale securities ––––––––78,363–78,363

–––––(90,877) – – 78,363 – (12,514)

Net profit for the financial year,

as restated 54 –––––––––734,540 734,540

Dividend for the financial year

ended 31 December 2003 –––––––––(191,814) (191,814)

Transfer to statutory reserve 30 – – 146,767 ––––––(146,767) –

Issue of share capital arising from

exercise of Employee Share

Option Scheme 28 98,633 212,488 ––––––––311,121

Cancellation of treasury shares 31 (35,853) (118,139) ––––153,992 – – – –

Arising from accretion of equity

interests in subsidiary ––––11,418––––27,90439,322

Issue of convertible bonds

– equity component 24 –––––––68,173––68,173

At 31 December 2004 2,691,740 1,881,079 1,477,329 65,746 27,367 (59,123) – 68,173 198,053 2,609,112 8,959,476

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

119

Non-distributable Distributable

Revaluation

reserve –

available-

Share Share Treasury for-sale Retained

The Company Note capital premium shares securities profit Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2005:

– as previously reported 2,691,740 1,881,079 – – 735,090 5,307,909

– change in accounting policies 54 – – – 18,355 14,067 32,422

– as restated 2,691,740 1,881,079 – 18,355 749,157 5,340,331

Net profit for the financial year ––––227,164 227,164

Dividend for the financial

year ended 31 December

2004 41 ––––(292,683) (292,683)

Net loss not recognised in the

income statement:

– revaluation reserve-

available-for-sale

securities 30 – – – (18,355) – (18,355)

Issue of share capital arising

from exercise of Employee

Share Option Scheme 28 64,658 157,274 – – – 221,932

At 31 December 2005 2,756,398 2,038,353 – – 683,638 5,478,389

At 1 January 2004:

– as previously reported 2,628,960 1,786,730 (153,992) – 641,372 4,903,070

– change in accounting policies 54 – – – 20,405 3,890 24,295

– as restated 2,628,960 1,786,730 (153,992) 20,405 645,262 4,927,365

Net profit for the financial year,

as restated ––––295,709 295,709

Dividend for the financial year

ended 31 December 2003 ––––(191,814) (191,814)

Net loss not recognised in the

income statement:

– revaluation reserve –

available-for-sale securities 30 – – – (2,050) – (2,050)

Issue of share capital arising

from exercise of Employee

Share Option Scheme 28 98,633 212,488 – – – 311,121

Cancellation of treasury shares 31 (35,853) (118,139) 153,992 – – –

At 31 December 2004 2,691,740 1,881,079 – 18,355 749,157 5,340,331

Company Statement of Changes in Equity

for the financial year ended 31 December 2005

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

120

2005 2004

RM’000 RM’000

Operating Activities

Profit before taxation 1,313,485 1,052,647

Adjustments for:

Depreciation of fixed assets 149,183 128,418

Gain on disposal of fixed assets (2,761) (186)

Gain on disposal of leased assets (241) (122)

Fixed assets written off 1,231 110

Unrealised foreign exchange gain (23,882) (16,759)

Dividends from securities held for trading (20,484) (15,708)

Dividends from available-for-sale securities (8,782) (3,915)

Allowance for losses on loans, advances and financing 1,115,136 1,229,826

Net interest suspended 131,180 125,677

Gain on sale of available-for-sale securities (266,562) (124,228)

Gain on sale of securities held for trading (80,289) (96,786)

Allowance for impairment of securities 100,636 14,807

Accretion of discounts less amortisation of premiums (73,412) (84,829)

Amortisation of goodwill 24,361 13,196

Amortisation of premium of associates 43 43

Gain on disposal of associate – (5,116)

Loss/(gain) on disposal of interest in subsidiary 4,267 (73,371)

Share of results of associates (10,223) (3,769)

Unrealised loss/(gain) on revaluation of securities held for trading 103,706 (139,552)

Unrealised (gain)/loss on revaluation of derivative financial instruments (101,341) 107,289

Allowance for other receivables 16,612 11,527

Provision for commitments and contingencies 684 259

Share of results of jointly controlled entities 1,824 3,509

1,060,886 1,070,320

2,374,371 2,122,967

(Increase)/decrease in operating assets

Securities purchased under resale agreements 25,345 (4,389,632)

Deposits and placements with banks and other financial institutions 100,995 (1,014,266)

Securities held for trading (2,886,842) 5,530,738

Loans, advances and financing (7,535,177) (9,492,998)

Other assets 426,410 1,111,168

Statutory deposits with Bank Negara Malaysia 274,950 (461,030)

(9,594,319) (8,716,020)

Increase/(decrease) in operating liabilities

Deposits from customers 218,412 10,950,946

Deposits and placements of banks and other financial institutions (101,221) (832,940)

Obligations on securities sold under repurchase agreements (289,543) 1,057,441

Amount due to Cagamas Berhad 91,451 981,625

Bills and acceptances payable 265,519 (1,783,517)

Other liabilities (603,179) 846,807

(418,561) 11,220,362

Cash flows (used in)/generated from operations (7,638,509) 4,627,309

Taxation paid (77,624) (349,148)

Net cash flow (used in)/generated from operating activities (7,716,133) 4,278,161

for the financial year ended 31 December 2005

Consolidated Cash Flow Statement

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

121

Note 2005 2004

RM’000 RM’000

Investing Activities

Proceeds from disposal of fixed assets 31,875 15,588

Dividends received from securities held for trading 20,484 15,708

Dividends received from available-for-sale securities 8,782 3,915

Proceeds from disposal of associate – 143,449

Proceeds from disposal of subsidiary shares 322,105 115,902

Proceeds from disposal/(purchase) of available-for-sale securities 3,908,906 (3,046,782)

Proceeds from disposal/(purchase) of held-to-maturity securities 344,653 (165,754)

Net cash outflow from acquisition of subsidiaries 51 (472,845) (174,500)

Purchase of fixed assets (234,823) (207,663)

Issuance of perpetual preference shares – 200,000

Investment in jointly controlled entities – (125,000)

Net cash flow generated from/(used in) investing activities 3,929,137 (3,225,137)

Financing Activities

Dividends paid to shareholders (292,683) (191,814)

Redemption of ICULS (534) (43,813)

Proceeds from issuance of shares of the Company 221,932 311,121

Proceeds from other borrowings 72,445 167,901

Proceeds from Subordinated Notes 355,802 376,214

Net proceeds from syndicated term loan – 988,000

Proceeds from/(redemption of) loan stocks 4,417 (87,484)

Repayment of syndicated term loans (975,670) (760,000)

Redemption of 1.75% Redeemable Euro-Convertible Bonds 1994/2005 – (2,964)

(Repayment of)/proceeds from floating rate certificates of deposits (115,230) 342,000

Proceeds from bond issuance – 480,291

Net cash flow (used in)/generated from financing activities (729,521) 1,579,452

Net (decrease)/increase in cash and cash equivalents during the financial year (4,516,517) 2,632,476

Effect of exchange rate changes (40,272) (52,099)

Cash and cash equivalents at beginning of the financial year 16,634,934 14,054,557

Cash and cash equivalents at end of the financial year 47 12,078,145 16,634,934

for the financial year ended 31 December 2005

CONSOLIDATED CASH FLOW STATEMENT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

122

2005 2004

RM’000 RM’000

Operating Activities

Profit before taxation 279,365 314,518

Adjustments for:

Depreciation of fixed assets 2,281 2,244

Gain on disposal of fixed assets (2,246) (304)

Gain on disposal of interest in subsidiary (18,842) (40,610)

Unrealised foreign exchange loss 3,691 1,282

Unrealised loss/(gain) on revaluation of securities held for trading 27,120 (5,936)

Unrealised loss/(gain) on revaluation of derivative financial instruments 859 (8,199)

Dividends from subsidiaries (284,394) (246,970)

Dividends from securities held for trading (10,708) (6,773)

Net gain from disposal of securities held for trading (7,371) (10,795)

Write back of allowance for impairment of securities – (1,019)

Interest expense on bonds 64,158 45,239

Accretion of investment gain (32,665) (30,316)

Accretion of discounts less amortisation of premium (12,894) (13,522)

(271,011) (315,679)

8,354 (1,161)

(Increase)/decrease in operating assets

Loans, advances and financing (161) (351)

Securities held for trading 14,943 (194,061)

Other assets (716) 438,839

14,066 244,427

Decrease in operating liabilities

Other liabilities (15,115) (13,139)

(15,115) (13,139)

Cash flows generated from operations 7,305 230,127

Net taxation (paid)/refund (16,311) 21,396

Net cash flow (used in)/generated from operating activities (9,006) 251,523

for the financial year ended 31 December 2005

Company Cash Flow Statement

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

123

Note 2005 2004

RM’000 RM’000

Investing Activities

Proceeds from disposal of fixed assets 19,623 1,663

Proceeds from disposal of available-for-sale securities – 333

Proceeds from disposal of associate – 139,590

Purchase of subsidiary – (173,500)

Proceeds from disposal of subsidiaries – 35,000

Purchase of preference shares in subsidiary – (33,000)

Capital distribution of available-for-sale securities 14,173 –

Proceeds from disposal of securities held for trading – 21,674

Proceeds from disposal of held-to-maturity securities 45,024 –

Purchase of fixed assets (1,281) (38,771)

(Advances to)/repayment from subsidiaries (164,420) 135,329

Disposal of interest in subsidiary 43,781 35,306

Capital return on investment in subsidiary – 262,854

Dividends from subsidiaries 91,217 194,234

Dividends from securities held for trading 9,788 5,743

Acquisition of additional interest in subsidiary (798,951) –

Incorporation of new subsidiary (16,527) –

Net cash flow (used in)/generated from investing activities (757,573) 586,455

Financing Activities

Dividends paid to shareholders (292,683) (191,814)

Interest paid to bondholders (40,500) (40,424)

Proceeds from issuance of shares of the Company 221,932 311,121

Redemption of 1.75% Redeemable Euro-Convertible Bonds 1994/2005 – (2,964)

Net cash flow (used in)/generated from financing activities (111,251) 75,919

Net (decrease)/increase in cash and cash equivalents during the financial year (877,830) 913,897

Cash and cash equivalents at beginning of the financial year 1,328,411 414,514

Cash and cash equivalents at end of the financial year 47 450,581 1,328,411

for the financial year ended 31 December 2005

COMPANY CASH FLOW STATEMENT

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

124

The following accounting policies have been used consistently in dealing with items that are considered material in relation to the

financial statements and are also consistent with those applied in the previous financial year unless otherwise stated.

A BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The financial statements of the Group and the Company are prepared under the historical cost convention and modified by the

revaluation of available-for-sale securities, securities held for trading and all derivative contracts.

The financial statements of the Group and the Company comply with the MASB approved accounting standards in Malaysia,

Bank Negara Malaysia Guidelines, Shariah requirements and the provisions of the Companies Act, 1965.

The financial statements incorporate activities relating to Skim Perbankan Islam (“SPI”) which have been undertaken by the

Group. SPI refers generally to the acceptance of deposits and dealing in Islamic Securities under Shariah principles.

The new applicable Bank Negara Malaysia guidelines adopted in these financial statements is the revised ‘Guidelines on Financial

Reporting for Licensed Institutions’ (“BNM/GP8”) which became effective for the current financial year. The adoption of the

revised BNM/GP8 resulted in changes in the accounting policies of the Group and the Company for classification and measurement

of the securities portfolio and derivatives (see accounting policies K and Q).

Comparative figures have been adjusted or extended to conform with the changes in presentation due to the requirements of

the revised BNM/GP8 that have been applied retrospectively, and the effects of these changes are disclosed in Note 54 to the

financial statements.

However, BNM has granted indulgence to the Group and the Company from complying with the requirements on the impairment

of loans under the revised BNM/GP8. The Group and the Company will be deemed to be in compliance with the requirement on

the impairment of loans under the revised BNM/GP8 if the allowance for non-performing loans, advances and financing is

computed based on BNM’s guidelines on the ‘Classification of Non-Performing Loans and Provision for Substandard, Bad and

Doubtful Debts’ (“BNM/GP3”) requirements.

The preparation of financial statements which is in comformity with the provisions of the Companies Act, 1965, MASB approved

accounting standards in Malaysia and Bank Negara Malaysia Guidelines requires the use of estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of income and expenses during the reported period. Although these estimates and

assumptions are based on the management and Directors’ best knowledge of current events and actions, actual results may

differ from those estimates.

B BASIS OF CONSOLIDATION

The consolidated financial statements include the audited financial statements of the Company and all its subsidiaries made up

to the end of the financial year. The Company adopts both the acquisition and merger methods of consolidation.

When the acquisition method is adopted, the excess of the fair value of the purchase consideration over the Group’s share of

fair values of separable net assets of subsidiaries at the date of acquisition is included in the consolidated financial statements

as goodwill on consolidation and is amortised on a straight line basis over a period of 25 years. In the case, where the Group’s

share of the fair values of their separable net assets at the date of acquisition is in excess of the purchase consideration, the

difference is recognised as reserve arising on consolidation in the balance sheet. The results of subsidiaries acquired or disposed

off during the financial year are included from the date of acquisition up to the date of disposal.

for the financial year ended 31 December 2005

Summary of Significant Accounting Policies

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

125

B BASIS OF CONSOLIDATION (CONTINUED)

At each balance sheet date, the Company assesses whether there is any indication of impairment. If such indications exist, an

analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the

carrying amount exceeds their recoverable amount. See accounting policy Note W on impairment of assets.

Subsidiaries which were acquired in the past and have met the criteria for merger accounting under the then Malaysian Accounting

Standard 2, Accounting for Acquisitions and Mergers, are accounted for using merger accounting principles. When the merger

method is used, the cost of investment in the Company’s books is recorded as the nominal value of shares issued, and the

difference between the carrying value of the investment and the nominal value of shares transferred is treated as merger

reserves in accordance with merger relief provisions under Section 60(4) of the Companies Act, 1965. The results of the

subsidiaries being merged are included for the full financial year. The current applicable approved accounting standard for

business combinations is FRS 122 – Business Combinations which is effective for accounting periods commencing 1 July

2001. As allowed under the standard, the provisions of the standard are applied prospectively and no retrospective changes in

respect of the previous merger accounting have been made.

All material transactions and balances between group companies are eliminated and the consolidated financial statements

reflect external transactions only. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency

with the policies adopted by the Group.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its net

assets together with any unamortised balance of goodwill on acquisition.

Minority interest is measured at the minorities’ share of the post acquisition fair values of the identifiable assets and liabilities

of the acquiree company. Separate disclosure is made on minority interest.

C INVESTMENT IN SUBSIDIARIES

The Company treats as subsidiaries, those companies in which the Company controls the composition of its Board of Directors

or more than half of its voting power, or holds more than half of its issued ordinary share capital.

Investments in subsidiaries are stated at cost less accumulated impairment losses. Where there is an indication of impairment, the

carrying amount of the investment is assessed. A write down is made if the carrying amount exceeds its recoverable amount.

External costs directly attributable to an acquisition, other than cost of issuing shares and other capital instruments, are included

as part of the cost of acquisition.

D JOINTLY CONTROLLED ENTITIES

Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of

control by the Group with one or more parties. The Group’s interest in jointly controlled entities is accounted for in the consolidated

financial statements by the equity method of accounting.

Investment in a jointly controlled entity is stated at cost less accumulated impairment losses. Where there is an indication of

impairment, the carrying amount of the investment is assessed. A write down is made if the carrying amount exceeds its

recoverable amount.

Equity accounting involves recognising the Group’s share of the post acquisition results of jointly controlled entities in the income

statement and its share of post acquisition movements within reserves in reserves. The cumulative post acquisition movements are

adjusted against the cost of the investment and includes goodwill on acquisition. These amounts are taken from the latest management

financial statements of the jointly controlled entities concerned, made up to the financial year of the Group.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

126

E ASSOCIATES

The Group treats as an associate, a company in which the Company has a long term equity interest of between 20% to 50%

and where the Company can exercise significant influence through management participation. Investments in associates are

accounted for in the consolidated financial statements by the equity method of accounting.

Goodwill arising from the acquisition of associates are amortised over 25 years. The carrying amount of such goodwill is

reassessed when there is an indication of impairment and written down where it is considered necessary.

Investments in associates are stated at cost less accumulated impairment losses. Where an indication of impairment exists,

the carrying amount of the investment is assessed and written down to its recoverable amount.

The Group’s share of profits and losses of associates is included in the consolidated income statement and the Group’s share

of post-acquisition retained profits and reserves are added to the cost of investments in the consolidated balance sheet. These

amounts are taken from the latest management financial statements of the associates concerned, made up to the end of the

financial year of the Group.

F RECOGNITION OF INTEREST INCOME

Interest income is recognised on an accrual basis. Interest income on housing and term loans is recognised by reference to rest

periods which are either daily, monthly or yearly. Interest earned on hire purchase, leasing and block discounting agreements is

spread over the terms of the loans, using the “Sum-of-Digit” method so as to produce a constant periodic rate of interest by

reference to monthly rest periods.

Accretion of discount and amortisation of premium for securities are recognised on the effective yield basis.

Where a loan becomes non-performing, interest accrued and recognised as income prior to the date the loans are classified as

non-performing are reversed out of income and set off against the accrued interest receivable account in the balance sheet.

Subsequently, the interest accrued on the non-performing loans is recognised as income on a cash basis instead of being

accrued and suspended at the same time as prescribed previously. Customers’ accounts are classified as non-performing

where repayments are in arrears for 3 months or more from first day of default for loans and overdrafts, and after 3 months from

maturity date for trade bills, bankers’ acceptances and trust receipts.

Income from Islamic Banking is recognised on an accrual basis in accordance with the principles of Shariah and Bank Negara

Malaysia’s “Guidelines on the Specimen Financial Statements for the Banking Industry, BNM/GP8”.

The Group’s policy on recognition of interest income on loans and advances is in conformity with Bank Negara Malaysia’s

“Guidelines on the Classification of Non-Performing Loans and Provision for Substandard, Bad and Doubtful Debts” (“GP3”)

and Revised BNM/GP8.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

127

G RECOGNITION OF FEES AND OTHER INCOME

Loans, advances and financing arrangement fees, management and participation fees, commissions and guarantee fees,

acceptance and underwriting commissions are recognised as income when all conditions precedent are fulfilled.

Accretion of investment gain on debt securities held for investment is recognised on a time proportion basis based on the

effective yield method.

Portfolio management fees, commitment fees and guarantee fees are recognised as income based on time apportionment.

Brokerage fees are recognised as income based on inception of such transactions.

Fees from advisory and corporate finance activities are recognised as income on completion of each stage of the engagement

and issuance of invoice.

Dividends from subsidiaries are recognised when the shareholder’s right to receive payment is established. Dividends from

securities are recognised when received.

H LIFE ASSURANCE REVENUE SURPLUS

The surplus transferable from the life assurance fund to the income statement is based on the surplus determined on the basis

of an annual actuarial valuation of the long term liabilities to policyholders made in accordance with the provisions of the

Insurance Act, 1996 and as declared by the Company’s appointed actuary as being distributable to shareholders.

I ALLOWANCE FOR LOSSES ON LOANS, ADVANCES AND FINANCING

Specific allowances are made for doubtful debts and financing which have been individually reviewed and specifically identified

as bad or doubtful.

A general allowance based on a percentage of the loans portfolio is also made to cover possible losses which are not specifically

identified.

Any uncollectible loans or portion of loans classified as bad are written off after taking into consideration the realisable value of

collateral, if any, when in the judgement of the management, there is no prospect of recovery.

The policy on allowances for non-performing debts of Malaysian subsidiary banks is in conformity with the minimum requirements

of Bank Negara Malaysia’s “Guidelines on the Classification of Non-Performing Loans and Provision for Substandard, Bad and

Doubtful Debts” (“GP3”).

With regards to allowance for subordinated debts subscribed by the subsidiary bank arising from its collateralised bond obligation,

the subordinated debts are held at cost and allowance is made for any diminution based on the position of the special purpose

vehicle and its underlying assets.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

128

J SALE AND REPURCHASE AGREEMENTS

Securities purchased under resale agreements are securities which the Group had purchased with a commitment to resell at

future dates. The commitment to resell the securities is reflected as an asset on the balance sheet. Securities purchased are

not recognised in the financial statements.

Conversely, obligations on securities sold under repurchase agreements are securities which the Group had sold from its

portfolio, with a commitment to repurchase at future dates. Such financing transactions and the obligation to repurchase the

securities are reflected as a liability on the balance sheet. Securities sold are not recognised in the financial statements.

The difference between sale and repurchase price as well as purchase and resale price is treated as interest and accrued over

the life of the resale/repurchase agreement using the effective yield method.

K SECURITIES

The Group and the Company classify their securities portfolio into the following categories: securities held for trading, available-

for-sale securities and held-to-maturity securities. Management determines the classification of securities at initial recognition.

(a) Securities held for trading

This category comprises securities held for trading and those designated at fair value through profit or loss at inception.

Securities are classified into this category if acquired principally for the purpose of selling in the short term or if so

designated by management. Derivatives are also categorised as held for trading unless they are designated as hedges.

(b) Available-for-sale securities

Available-for-sale securities are those intended to be held for an indefinite period of time, which may be sold in response

to needs for liquidity or changes in interest rates, exchange rates or equity prices.

Held-to-maturity securities are non-derivate instruments with fixed or determinable payments and fixed maturities that

the Group’s and the Company’s management has the positive intent and ability to hold to maturity. If the Group or the

Company sell other than an insignificant amount of held-to-maturity securities, the entire category will be tainted and

reclassified as available-for-sale securities.

Securities are initially recognised at fair value plus transaction costs for all securities not carried at fair value through profit or

loss. Securities are derecognised when the rights to receive cash flows from the securities have expired or where the Group or

the Company have transferred substantially all risks and rewards of ownership.

Securities held for trading and available-for-sale securities are subsequently carried at fair value. Gains and losses arising from

changes in the fair value of the securities held for trading category are included in the income statement in the period which

they arise. Gains and losses arising from changes in fair value of available-for-sale securities are recognised directly in equity,

until the securities are derecognised or impaired at which time the cumulative gains or losses previously recognised in equity

are recognised in the income statement. Investments in equity instruments that do not have a quoted market price in an active

market and whose fair value cannot be reliably measured are stated at cost.

Held-to-maturity securities are subsequently measured at amortised cost using the effective interest method. Gains or losses

arising from the derecognition or impairment of the securities are recognised in the income statement.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

129

K SECURITIES (CONTINUED)

Interest from securities held for trading, available-for-sale securities and held-to-maturity securities is calculated using the

effective interest method and is recognised in the income statement. Dividends from available-for-sale equity instruments are

recognised in the income statement when the entity’s right to receive payment is established.

The fair value of quoted securities in active markets is based on market price. If the market for an instrument is not active (and

for unquoted securities), the Group and the Company establish fair value by using valuation techniques. These include the use

of recent arm’s length transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly

used by market participants.

L FIXED ASSETS AND DEPRECIATION

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Freehold land and leasehold

land with lease period of 800 years and above and capital work-in-progress are not depreciated. Depreciation of other fixed

assets is calculated to write-off the cost of the assets on a straight line basis over the expected useful lives of the assets

concerned. The principal annual rates of depreciation are as follows:

Long-term leasehold land – 50 to 800 years Over the lease period

Short-term leasehold land – less than 50 years Over the lease period

Buildings on freehold land 2% – 2.5%

Buildings on leasehold land 2% or over the remaining period of the lease, whichever is shorter

Office equipment, furniture and fixtures 10% – 33

/3%

Computer equipment and software 20% – 33

/3%

Computer equipment and software under lease 33

/3%

Motor vehicles 20%

Renovations to rented premises 20% or over the period of the tenancy, whichever is shorter

General plant and machinery 12.5%

At each balance sheet date, the Group assesses whether there is any indication of impairment. If such indications exist, an

analysis is performed to assess whether the carrying amount of the asset is fully recoverable. Where the carrying amount of an

asset is greater than its estimated recoverable amount, it is written down to its recoverable amount.

Repairs and maintenance are charged to the income statement during the period in which they are incurred. The cost of major

renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the

originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over

the remaining useful lives of the related asset.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

130

M ASSETS PURCHASED UNDER LEASE

Finance lease

Leases of fixed assets where the Group assumes substantially all the benefits and risks of ownership are classified as finance

leases.

Finance leases are capitalised at the estimated present value of the underlying lease payments at the date of inception. Each

lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance

outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of

the finance charges is charged to the income statement over the lease period.

Fixed assets acquired under finance lease contracts are depreciated over the useful life of the asset. If there is no reasonable

certainty that the ownership will be transferred to the Group, the asset is depreciated over the shorter of the lease term and its

useful life.

Operating lease

Leases of assets under which all the risks and benefits of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the income statement on a straight line basis over the period of

the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by

way of penalty is recognised as an expense in the period in which termination takes place.

N ASSETS SOLD UNDER LEASE

Finance lease

When assets are sold under a finance lease, the present value of the lease payments is recognised as a debtor. The difference

between the gross debtor and the present value of the debtor is recognised as unearned finance income. Lease income is

recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.

Operating lease

Assets leased out under operating leases are included in fixed assets in the balance sheet. They are depreciated over their

expected useful lives on a basis consistent with similar fixed assets. Rental income is recognised on a straight line basis over

the lease term.

O BILLS AND ACCEPTANCES PAYABLE

Bills and acceptances payable represent the Group’s own bills and acceptances rediscounted and outstanding in the market.

P FORWARD EXCHANGE CONTRACTS

Forward exchange contracts that have not matured are valued at forward rates as at balance sheet date, applicable to their

respective dates of maturity, and unrealised losses and gains are recognised in the income statement for the financial year.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

131

Q DERIVATIVE FINANCIAL INSTRUMENTS

(i) Trading

Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently remeasured at their

fair values. The fair values of trading derivative financial instruments are included in the balance sheet and gains and

losses on these instruments are taken directly to the income statement and are generally included in net gains or loss

from trading activities.

Foreign exchange and interest rate forwards, futures and forward purchases and sales of securities entered into for

trading purposes are valued at prevailing market rates based on quoted and observable market prices. Interest rate and

currency swap agreements are valued at their net present value based on discounted cash flow models. Interest rate and

equity option contracts are valued using options pricing models.

(ii) Hedging

Gain or loss on derivative financial instruments that are part of a hedging relationship which qualifies for hedge accounting

is recognised as follows:

Fair value hedge

Where a derivative financial instrument hedges the changes in the fair value of a recognised asset or liability, any gain or

loss on the hedging instrument is recognised in the income statement. The hedged item is also stated at fair value in

respect of the risk being hedged, with any gain or loss being recognised in the income statement.

Cash flow hedge

Gains and losses on the hedging instrument, to the extent that the hedge is effective, are deferred in the separate

component of equity. The ineffective part of any gain or loss is recognised in the income statement. The deferred gains

and losess are then released to the income statement in the periods when the hedged item affects the income statement.

R COLLATERALISED BOND OBLIGATIONS

A subsidiary bank through its collateralised bond obligation (“CBO”) programme, packages and sells Private Debt Securities to

a special purpose vehicle (“SPV”). The SPV will in turn issue bonds to raise funds for the purchase of assets. The Group is also

a counterparty to the SPV for certain interest rate swaps contracted on an arms length basis. Correspondingly, the Group

offsets the positions held with the SPV by entering into interest rate swap and futures contracts with external parties to ensure

no material gain or loss is incurred by the Group from the interest rate swap contracts transacted with the SPV. The interest rate

swaps are measured at their fair values.

The subsidiary bank receives fee income for the various services provided to the SPV. These fees are determined on an arms

length basis and are recognised on an accrual basis. Any subordinated debt or bond obtained under this programme is held at

cost and an allowance is made for any diminution in value based on the position of the SPV and its underlying assets.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

132

S BONDS

Bonds issued by the Company are stated at the issue price. When the convertible Bonds are converted, the amount recognised

in the shareholders’ funds in respect of the shares issued is the amount at which the liability for the Bonds is stated as at the

date of conversion. No gain or loss is recognised on conversion.

The premium over the principal amount arising from the put option of the Bonds not previously redeemed, purchased and

cancelled, or converted, is provided over the period from the date of initial issue to the date of option to redeem, and is set aside

to a non-distributable reserve.

Gains or losses on the redemption or purchase of Bonds by the Company are taken to the income statement in the financial

year they arise.

T INCOME TAXES

Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and includes all

taxes based upon the taxable profits.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the financial statements. The principal temporary differences are disclosed in

Note 10 to the financial statements. Tax rates enacted or substantively enacted by the balance sheet are used to determine

deferred income tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the

temporary differences can be utilised.

Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures

except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary

difference will not reverse in the foreseeable future.

U SHARE CAPITAL

(i) Treasury shares

The Company’s shares repurchased and held are designated as treasury shares. These shares are treated as unissued

shares and are presented as a reduction from shareholders’ equity, at cost. Should such shares be cancelled, their

nominal amounts will be eliminated and the differences between their cost and nominal amounts are taken to reserves

as appropriate.

(ii) Dividends

Dividends on ordinary shares are recognised as liabilities when the shareholders’ right to receive the dividends is established.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

133

V EMPLOYEE BENEFITS

(i) Short term employee benefits

Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the period in which

the associated services are rendered by employees of the Group and Company.

(ii) Post employment benefits

The Group and Company have various post-employment benefit schemes. These benefits plans are either defined

contribution or defined benefit plans.

Defined contribution plan

A defined contribution plan is a pension plan under which the Group and the Company pay fixed contributions into a

separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not

hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.

The Group’s and the Company’s contributions to defined contribution plans are charged to the income statement in the

period to which they relate. Once the contributions have been paid, the Group and the Company have no further payment

obligations.

Defined benefit plans

A defined benefit plan is a pension plan that defines an amount of pension benefit to be provided, usually as a function of

one or more factors such as age, years of services or compensation.

The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the balance sheet

date minus the fair value of plan assets, together with adjustments for actuarial gains/losses and past service cost. The

Group determines the present value of the defined benefit obligation and the fair value of any plan assets with sufficient

regularity such that the amounts recognised in the financial statements do not differ materially from the amounts that

would be determined at the balance sheet date.

The defined benefit obligation, calculated using the projected unit credit method, is determined by independent actuaries,

considering the estimated future cash outflows using market yields at balance sheet date of government securities

which have currency and terms to maturity that approximate the terms of the related liability.

Plan assets in excess of the defined obligation are subject to the asset limitation specified in FRS 119 – Employee

Benefits.

Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. The amount of net

actuarial gains and losses recognised in the income statement is determined by the corridor method in accordance with

FRS 119 and is charged or credited to income over the average remaining service lives of the related employees participating

in the defined benefit plan.

Upon initial adoption of FRS 119 in the financial year ended 31 December 2003, the increase in defined benefit liability

has been recognised as an expense on a straight line basis over 2 years in accordance with the transitional provision of

the Standard.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

134

V EMPLOYEE BENEFITS (CONTINUED)

(iii) Other long term employee benefits

The cost of long term employee benefits (for example, long term service leave) is accrued to match the rendering of the

services by the employees concerned using a basis similar to that for defined benefit plans.

(iv) Termination benefits

Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date

or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination

benefits when it is demonstrably committed to either terminate the employment of current employees according to a

detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to

encourage voluntary redundancy.

(v) Equity compensation benefits

The share options granted to directors and employees of the Group are disclosed in the Directors’ Report and Note 28 to

the financial statements. The Group does not make a charge to the income statement in connection with share options

granted. When the share options are exercised, the proceeds received, net of any transaction costs, are credited to share

capital and share premium.

W IMPAIRMENT OF ASSETS

Fixed assets and other non-current assets, including intangible assets, are reviewed for impairment losses whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the

amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an

asset’s net selling price and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for

which there is separately identifiable cash flows.

The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged to

the revaluation surplus. Any subsequent increase in recoverable amount is recognised in the income statement unless it

reverses an impairment loss on a revalued asset, in which case it is taken to revaluation surplus.

X IMPAIRMENT OF SECURITIES PORTFOLIO

The Group and the Company assess at each balance sheet date whether there is objective evidence that the securities are

impaired. A security or a group of securities is impaired and impairment losses are incurred if, and only if, there is objective

evidence of impairment as a result of one or more events that occurred after the initial recognition of the securities (a ‘loss

event’) and that loss event has an impact on the estimated future cash flows of the securities that can be reliably estimated.

(a) Securities carried at amortised cost

If there is an objective evidence that an impairment loss on held-to-maturity securities held at amortised cost has been

incurred, the amount of loss is measured as the difference between the securities’ carrying amount and the present

value of estimated future cash flows discounted at the securities’ original effective interest rate. The carrying amount of

the securities is reduced through the use of an allowance account and the amount of the loss is recognised in the income

statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to

an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by

adjusting the allowance account. The amount of the reversal is recognised in the income statement.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

135

X IMPAIRMENT OF SECURITIES PORTFOLIO (CONTINUED)

(b) Securities carried at fair value

In the case of equity instruments classified as available-for-sale securities, a significant or prolonged decline in the fair

value of the security below its cost is considered in determining whether the securities are impaired. If there is objective

evidence that an impairment loss on available-for-sale securities has been incurred, the cumulative loss measured as the

difference between the acquisition cost and the current fair value, less any impairment loss on the securities previously

recognised in income statement is removed from equity and recognised in the income statement. Impairment losses

recognised in the income statement on equity instruments are not reversed through the income statement. If, in a

subsequent period, the fair value of a debt instrument classified as available-for-sale securities increases and the increase

can be related objectively to an event occurring after the impairment was recognised in the income statement, the

impairment loss is reversed through the income statement.

Y CURRENCY TRANSLATIONS

Reporting currency

The financial statements are presented in Ringgit Malaysia.

Foreign currency transactions and balances

Individual monetary foreign currency assets and liabilities are stated in the balance sheet at rates of exchange which closely

approximate to those ruling at the balance sheet date. Foreign currency transaction items are translated at rates prevailing on

transaction dates. Exchange gains and losses are recognised in the income statement in the year they arise. Financial statements

of foreign subsidiaries that are integral to the operations of the Group and the Company are translated as if the transactions of

the foreign subsidiaries had been those of the Group and the Company.

The financial statements of foreign branches, foreign subsidiaries, foreign subsidiary bank and subsidiary banks incorporated in

the Federal Territory of Labuan and related foreign currency borrowings are translated into Ringgit Malaysia at the rates of

exchange ruling at the balance sheet date. The results of these entities are translated at the average rates of exchange for the

year. Exchange differences arising from this translation are dealt with through an exchange fluctuation reserve account.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the

Company and are translated accordingly at the exchange rate ruling at the date of the transaction.

Closing rates

The principal closing rates used in the translation of foreign currency amounts were as follows:

Foreign currency 2005 2004

RM RM

Australian Dollar 2.7730 2.9610

Canadian Dollar 3.2510 3.1610

Euro 4.4840 5.1820

Hong Kong Dollar (100) 48.7000 48.9000

Indian Rupee (100) 8.4000 8.7000

Indonesian Rupiah (100) 0.0380 0.0410

Japanese Yen (100) 3.2180 3.7030

Mauritius Rupee (100) 12.4000 13.5000

Philippines Peso (100) 7.1000 6.8000

Singapore Dollar 2.2730 2.3280

Sterling Pound 6.5260 7.3200

Swiss Franc 2.8800 3.3590

Thai Baht (100) 9.2000 9.8000

United States Dollar 3.7795 3.8000

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

136

Z FORECLOSED PROPERTIES

Foreclosed properties are stated at cost less accumulated impairment losses. Where an indication of impairment exist, the

carrying amount of the asset is assessed and written down immediately to its recoverable amount.

AA PROVISIONS

Provisions, other than allowance for bad and doubtful debts, are recognised when the Group and the Company have a present

legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation, and when a reliable estimate of the amount of the obligation can be made.

AB HIRE PURCHASE RECEIVABLES SECURITISATION PROGRAMME

The Group through its Hire Purchase Receivables Securitisation Programme, sells undivided share of hire purchase receivables

to a special purpose vehicle (“SPV”). The SPV will in turn issue bonds to raise funds for the purchase of assets.

The Group receives fee income for various services provided to the SPV. These fees are determined on an arms length basis

and are recognised on an accrual basis. Deferred consideration/balance of hire purchase receivables obtained under this

programme is held at cost and an allowance is made for any diminution in value based on the position of the SPV and its

underlying assets.

AC CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and bank balances and short-term funds held for the purpose of meeting short-term

commitments and that are readily convertible into cash without significant risk of changes in value.

AD COMPOUND FINANCIAL INSTRUMENTS

Compound financial instruments contain both a liability and equity element. The Group’s compound financial instruments comprise

the Irredeemable Convertible Unsecured Loan Stocks (“ICULS“). Pursuant to the transitional provision of FRS 132 – Financial

Instruments: Disclosure and Presentation, the classification of compound instruments into equity and liability components

need to be applied only to financial instruments that are issued during reporting period beginning on or after 1 January 2003.

Accordingly, the ICULS which were issued in 2001 have not been classified into component parts as required by FRS 132.

On issue of a financial instrument that contains both a liability and an equity component, the fair value of the liability portion is

determined using a market interest rate for an equivalent financial instrument; this amount is carried as liability on the amortised

cost basis until extinguished on conversion or maturity of the instrument. The remainder of the proceeds is allocated to the

conversion option which is recognised and included in shareholders’ equity; the value of the conversion option is not charged in

subsequent periods.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

137

AE SEGMENT REPORTING

A segment is a distinguishable component of the Group that is engaged in providing products or services (business segment),

which is subject to risks and rewards that are different from those of other segments. Segments with a majority of operating

income earned from providing products or services to external clients and whose operating income, results or assets are 10 per

cent or more of all the segments are reported separately.

AF ZAKAT

This represents business zakat. It is an obligating amount payable by the Group to comply with the principles of Shariah. Zakat

provision is calculated based on the adjusted growth method.

AG PROFIT EQUALISATION RESERVE

Profit Equalisation Reserve (“PER”) is a mechanism to reduce the fluctuation in the profit rates payable to depositors. It is

provided based on the Framework of the Rate of Return issued by Bank Negara Malaysia. The amount of PER is appropriated

from and written back to the total gross income. PER is reflected under ‘other liabilities’ of the Group.

AH GENERAL INSURANCE

General insurance underwriting surplus before management expenses are determined after accounting for net premium, unearned

premium reserves, net claims incurred and net commissions.

Premium income is recognised in a year in respect of risks assumed during that particular year. Unearned premium reserves are

calculated in accordance with the fixed percentage method or time apportionment method, where applicable.

Provision is made for outstanding claims based on the estimated cost of claims, less reinsurance recoveries in respect of claims

notified, and include claims incurred but not reported (“IBNR”) at the balance sheet date. Provision for IBNR is computed based

on an actuarial valuation carried out by a qualified actuary.

Commission is recognised as incurred and properly allocated to the periods in which it is probable they give rise to income.

for the financial year ended 31 December 2005

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

138

1 GENERAL INFORMATION

The principal activities of the Company are those of investment holding, management company, property management, provision

of consultancy services and dealing in securities. The principal activities of the subsidiaries are set out in Note 12 to the financial

statements. There was no significant change in the nature of these activities during the financial year.

The number of employees at the end of the financial year was 18,335 (2004: 16,240) in the Group and 33 (2004: 32) in the

Company.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of the

Bursa Malaysia Securities Berhad.

The address of the registered office of the Company is 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights,

50490 Kuala Lumpur, Malaysia.

2 CASH AND SHORT-TERM FUNDS

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Cash and balances with banks and

other financial institutions 2,321,022 3,352,456 2,596 9,840

Money at call and deposit placements

maturing within one month 9,757,123 13,282,478 447,985 1,318,571

12,078,145 16,634,934 450,581 1,328,411

Included in the Group’s cash and short-term funds are RM28,405,000 (2004: RM12,056,000) of money at call and deposit

placements maturing within one month relating to a jointly controlled entity, Proton Commerce Sdn Bhd (“PCSB”). The balances

are held in the books of a Bank’s subsidiary, Bumiputra-Commerce Finance Berhad (“BCF”).

3 DEPOSITS AND PLACEMENTS WITH BANKS AND OTHER FINANCIAL INSTITUTIONS

The Group

2005 2004

RM’000 RM’000

Licensed banks 1,149,588 1,045,224

Licensed finance companies 2,038 36,849

Licensed merchant banks 57,630 40,346

Bank Negara Malaysia 79,900 –

Other financial institutions 65,796 320,628

1,354,952 1,443,047

for the financial year ended 31 December 2005

Notes to the Financial Statements

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

139

4 SECURITIES HELD FOR TRADING

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Money market instruments:

Quoted

Malaysian Government securities 519,617 447,983 – –

Cagamas bonds 74,177 171,275 – –

Khazanah bonds 4,350 – – –

Unquoted

Malaysian Government treasury bills 29,596 34,703 – –

Malaysian Government Investment certificates 4,998 – – –

Bank Negara Malaysia bills 218,451 – – –

Bank Negara negotiable notes – 1,273 – –

Negotiable instruments of deposit 1,082,933 850,000 – –

Bankers’ acceptances 23,071 47,771 – –

Private debt securities 171,655 287,584 – –

Credit-linked notes 375,208 343,160 – –

Other Government’s securities 19,102 84,146 – –

Commercial papers – 9,730 – –

2,523,158 2,277,625 – –

Quoted securities:

In Malaysia

Warrants 2,376 11,261 – –

Shares 275,543 274,838 79,292 115,762

Loan stocks 125 7,043 – –

Unit trusts 287,426 253,861 240,952 238,861

Outside Malaysia

Shares 101,572 773 – –

Private debt securities 603,006 205,480 – –

3,793,206 3,030,881 320,244 354,623

Unquoted securities:

In Malaysia

Private and Islamic debt securities 4,322,609 2,202,837 – 313

Shares 5,000 12,957 – –

Bonds 704,935 697,263 – –

Outside Malaysia

Private debt securities 25,573 43,614 – –

Unit trusts – 12,987 – –

Bonds 704,804 555,601 – –

9,556,127 6,556,140 320,244 354,936

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

140

4 SECURITIES HELD FOR TRADING (CONTINUED)

Included in the securities held for trading by the Group and the Company are:

(a) Shares quoted in Malaysia which include the Company’s portfolio and unit trusts managed by CIMB – Principal Asset

Management Berhad (formerly known as Commerce Trust Berhad) amounting to RM79,292,000 (2004: RM115,762,000)

and RM240,952,000 (2004: RM238,861,000).

(b) Securities amounting to RM36,080,000 (2004: RM60,007,000) invested by assets management companies on behalf of

the Group.

(c) Malaysian Government securities, unquoted private and Islamic debt securities in Malaysia amounting to principal value

of RM41,500,000 (2004: RM61,000,000) have been pledged by the Group as credit support assets for certain over-the-

counter derivative contracts.

5 AVAILABLE-FOR-SALE SECURITIES

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Debt securities

Money market instruments:

Quoted

Malaysian Government securities 713,068 1,531,305 – –

Cagamas bonds 580,296 680,673 – –

Khazanah bonds 164,674 195,950 – –

Unquoted

Malaysian Government treasury bills 9,943 63,088 – –

Other Government treasury bills 10,784 – – –

Malaysian Government bonds 2,329 54,550 – –

Bank Negara Malaysia bills 92,477 1,107 – –

Danaharta bonds – 17,520 – –

Bankers’ acceptance, Islamic accepted bills

and Islamic debt securities – 770 – –

Private debt securities 3,378,962 3,033,613 – –

Other Government’s securities – 3,629 – –

Floating rate notes 20,440 33,383 – –

Commercial papers – 38,856 – –

4,972,973 5,654,444 – –

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

141

5 AVAILABLE-FOR-SALE SECURITIES (CONTINUED)

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Equity securities

Quoted securities:

In Malaysia

Shares 204,184 209,597 – –

Bonds – 3,490 – –

Warrants 690 452 – –

Unit trusts 13,260 13,820 – –

Outside Malaysia

Private debt securities – 173,469 – –

Shares – 6,357 – –

Bonds 1,542,359 1,524,060 – –

Mutual funds – 19,431 – –

Unquoted securities:

In Malaysia

Private and Islamic debt securities 955,805 2,292,891 – –

Shares 417,880 400,260 – –

Bonds 6,291 871,382 – –

Loan stocks 36,204 44,585 – –

Property trusts 16,051 21,203 – 21,203

Unit trusts – 473,227 – –

Outside Malaysia

Private debt securities – 7,596 – –

Shares 18,460 10,659 – –

Bonds – 257,539 – –

Mutual funds 11,294 – – –

Private equity funds 41,512 34,817 – –

3,263,990 6,364,835 – 21,203

8,236,963 12,019,279 – 21,203

Allowance for impairment loss:

Private debt securities (443,790) (365,843) – –

Quoted shares (6,402) (15,011) – –

Unquoted shares (27,422) (12,805) – –

Loan stocks – (3,938) – –

7,759,349 11,621,682 – 21,203

Debt securities available-for-sale at fair value of RM275,121,288 (2004: RM643,750,000) have been pledged by the Group to

third parties in relation to securities sold under repurchase agreement.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

142

6 HELD-TO-MATURITY SECURITIES

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Quoted securities outside Malaysia:

Bonds 29,146 25,491 – –

Unquoted securities:

In Malaysia

Danaharta Urus Sdn Bhd (“DUSB”) Bonds 1,718,596 1,890,310 – –

Private debt securities 391,827 391,826 – –

Detachable coupons – – 134,422 170,527

Other Government’s securities 21,748 11,878 – –

Government’s treasury bills 122,335 85,229 – –

Outside Malaysia:

Bonds 19,993 20,938 – –

2,303,645 2,425,672 134,422 170,527

Accretion of discount net of amortisation of premium 116,864 265,894 48,642 44,667

2,420,509 2,691,566 183,064 215,194

7 DERIVATIVE FINANCIAL INSTRUMENTS

The Group The Company

Fair values Fair values

Notional Notional

Amount Assets Liabilities Amount Assets Liabilities

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 December 2005

Foreign exchange derivatives

Currency forward 3,097,972 45,814 (72,930) –––

Currency swaps 1,128,805 3,265 (6,401) –––

Currency spot 996,717 993 (1,415) –––

Cross currency swaps 7,808,310 25,273 (6,389) –––

Cross currency interest rate swap 793,696 – (42,357) –––

75,345 (129,492) ––

Interest rate derivatives

Interest rate swaps 58,912,369 254,830 (326,691) 250,000 202 –

Interest rate futures 31,944,242 14,747 (38,515) –––

Interest rate options 3,031,400 19,836 (19,299) –––

289,413 (384,505) 202 –

Equity derivatives

Equity futures 39,094 228 (188) –––

Equity options 170,627 20,754 ––––

20,982 (188) ––

Total derivative assets/(liabilities) 385,740 (514,185) 202 –

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

143

7 DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

The Group The Company

Fair values Fair values

Notional Notional

Amount Assets Liabilities Amount Assets Liabilities

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 December 2004

Foreign exchange derivatives

Currency forward 3,890,752 10,954 (18,810) – – –

Currency swaps 214,977 2 (10) – – –

Currency spot 512,681 880 (1,563) – – –

Cross currency swaps 5,326,159 19,095 (3,194) – – –

Cross currency interest rate swaps 819,714 2,066 (30,473) – – –

32,997 (54,050) – –

Interest rate derivatives

Interest rate swaps 35,278,753 249,438 (393,159) 250,000 1,061 –

Interest rate futures 122,512,616 4,725 (64,286) – – –

Interest rate options 16,000 794 ––––

254,957 (457,445) 1,061 –

Equity derivatives

Equity futures 13,830 22 ––––

Equity options 33,929 – (289) – – –

22 (289) – –

Total derivative assets/(liabilities) 287,976 (511,784) 1,061 –

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

144

8 LOANS, ADVANCES AND FINANCING

(i) By type

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Overdrafts 3,935,242 3,535,536 – –

Term loans

– Housing loan/financing 12,445,596 10,462,512 – –

– Syndicated term loans 4,659,768 4,419,881 – –

– Hire purchase receivables 10,542,325 9,238,436 – –

– Lease receivables 272,505 231,303 – –

– Factoring receivables 190,007 229,760 – –

– Other term loans/financing 21,920,406 20,274,990 – –

Bills receivable 373,568 403,679 – –

Trust receipts 1,048,353 885,763 – –

Claims on customers under acceptance credits 6,553,531 6,363,058 – –

Subordinated debt 127,277 127,277 – –

Staff loans [of which RM435,952

(2004: RM484,834) are to Directors] 604,870 598,096 3,219 3,058

Credit card receivables 531,364 333,176 – –

Revolving credits 10,839,659 10,196,037 – –

Share margin financing 339,332 127,619 – –

Other loans 291,305 67,633 – –

74,675,108 67,494,756 3,219 3,058

Less: Unearned interest (2,099,564) (1,906,588) – –

Gross loans, advances and financing 72,575,544 65,588,168 3,219 3,058

Allowance for bad and doubtful debts

– Specific (2,305,753) (1,919,403) – –

– General (1,173,911) (1,065,735) – –

Total net loans, advances and financing 69,095,880 62,603,030 3,219 3,058

Included in the Group’s loans, advances and financing balances are RM1,568,092,000 (2004: RM405,497,000) of net

loans relating to that of a jointly controlled entity, PCSB. The balances are held in the books of a Bank’s subsidiary, BCF.

The revenue and risk of these loan accounts are shared equally between joint venture parties, BCF and Proton Edar Sdn

Bhd, pursuant to the terms of Joint Venture Agreement.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

145

8 LOANS, ADVANCES AND FINANCING (CONTINUED)

(i) By type (Continued)

The maturity structure of loans, advances and financing is as follows:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Maturing within one year 24,065,684 22,392,611 59 18

One year to three years 11,745,782 10,893,183 110 95

Three years to five years 6,570,293 7,145,605 165 240

Over five years 30,193,785 25,156,769 2,885 2,705

72,575,544 65,588,168 3,219 3,058

(ii) By type of customer

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Domestic banking institutions 294,997 60,877 – –

Domestic non-bank financial institutions

– stockbroking companies 41,057 80,025 – –

– others 3,400,377 1,829,157 – –

Domestic business enterprises

– small medium enterprises 13,201,946 11,884,540 – –

– others 20,308,750 18,378,591 – –

Government and statutory bodies 49,516 58,487 – –

Individuals 28,047,147 23,059,186 3,219 3,058

Other domestic entities 2,138,733 4,637,934 – –

Foreign entities 5,093,021 5,599,371 – –

72,575,544 65,588,168 3,219 3,058

(iii) By interest/profit rate sensitivity

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Fixed rate

– Housing loans 2,001,692 1,454,580 – –

– Hire-purchase receivables 8,738,993 7,881,032 – –

– Other fixed rate loan 14,272,961 12,242,257 3,219 3,058

Variable rate

– BLR plus 34,294,484 28,860,513 – –

– Cost-plus 10,229,534 10,479,873 – –

– Other variable rates 3,037,880 4,669,913 – –

72,575,544 65,588,168 3,219 3,058

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

146

8 LOANS, ADVANCES AND FINANCING (CONTINUED)

(iv) Loans, advances and financing analysed by their economic purposes are as follows:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Agriculture 2,358,609 2,351,314 – –

Mining and quarrying 173,653 145,982 – –

Manufacturing 11,495,572 11,796,258 – –

Electricity, gas and water 1,444,836 1,598,257 – –

Construction 5,025,893 4,286,970 – –

Real estate 938,401 1,011,881 – –

Purchase of landed property

– Residential 12,900,905 10,886,480 – –

– Non-residential 2,497,003 2,346,956 – –

Wholesale and retail trade, restaurants

and hotels 6,683,626 6,308,368 – –

Transport, storage and communication 3,968,574 3,824,000 – –

Finance, insurance and business services 6,985,621 5,447,575 – –

Purchase of securities 4,254,434 3,252,260 – –

Purchase of transport vehicles 9,035,388 7,689,506 – –

Consumption credit 1,968,511 1,858,705 – –

Others 2,844,518 2,783,656 3,219 3,058

72,575,544 65,588,168 3,219 3,058

(v) Movements in the non-performing loans, advances and financing are as follows:

The Group

2005 2004

RM’000 RM’000

At 1 January 6,278,029 5,212,499

Classified as non-performing during the year 4,249,222 4,186,188

Reclassified as performing during the year (2,409,192) (1,306,591)

Amount written back in respect of recoveries (1,143,362) (929,688)

Amount written off (650,196) (864,765)

Exchange fluctuation (18,103) (19,614)

At 31 December 6,306,398 6,278,029

Specific allowance (2,305,753) (1,919,403)

Net non-performing loans, advances and financing 4,000,645 4,358,626

Ratio of net non-performing loans, advances and financing to net

loans, advances and financing 5.8% 7.0%

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

147

8 LOANS, ADVANCES AND FINANCING (CONTINUED)

(vi) Movements in the allowance for bad and doubtful debts and financing are as follows:

The Group

2005 2004

RM’000 RM’000

General allowance

At 1 January 1,065,735 956,790

Net allowance made during the year 131,872 109,166

Amount transferred to specific allowance (10,627) –

Allowance for loans in relation to loans in jointly controlled entities 17,677 6,202

Exchange fluctuation (30,746) (6,423)

At 31 December 1,173,911 1,065,735

As % of gross loans, advances and financing less specific allowance 1.7% 1.7%

Specific allowance

At 1 January 1,919,403 1,713,758

Allowance made during the year 1,507,535 1,420,001

Amount transferred from general allowance 10,627 –

Amount written back in respect of recoveries (525,326) (300,678)

Amount written off (651,770) (884,806)

Amount transferred in respect of loan converted to bond – (7,777)

Allowance for loans in relation to loans in jointly controlled entities 7,294 2,071

Exchange fluctuation 37,990 (23,166)

At 31 December 2,305,753 1,919,403

(vii) Non-performing loans by sector:

The Group

2005 2004

RM’000 RM’000

Agriculture 146,952 122,177

Mining and quarrying 12,846 11,348

Manufacturing 902,709 665,290

Electricity, gas and water 363,508 277,671

Construction 519,355 377,716

Real estate 117,816 128,341

Purchase of landed property:

– Residential 1,977,711 2,075,250

– Non-residential 344,139 313,613

Wholesale and retail trade, restaurants and hotels 429,158 378,292

Transport, storage and communication 105,298 155,543

Finance, insurance and business services 188,552 177,104

Purchase of securities 292,808 324,450

Purchase of transport vehicles 546,282 897,115

Consumption credit 220,482 197,650

Others 138,782 176,469

6,306,398 6,278,029

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

148

9 OTHER ASSETS

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Interest receivable 414,866 404,639 – –

Due from brokers and clients net of

allowance for doubtful debts of

RM13,060,000 (2004: RM7,924,000) 622,464 538,128 – –

Other debtors, deposits and prepayments

net of allowance for doubtful debts of

RM31,318,875 (2004: RM26,113,031) 1,215,720 1,023,319 2,115 1,399

Due from insurers, brokers and reinsurers net

of allowance for doubtful debts of RM13,867,254

(2004: RM4,798) 111,242 6,863 – –

Foreclosed properties net of allowance for

impairment in value 47,453 59,483 – –

2,411,745 2,032,432 2,115 1,399

10 DEFERRED TAXATION

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current

tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts are offset and shown in the

balance sheet.

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Deferred tax assets 359,478 307,867 – –

Deferred tax liabilities (13,690) (22,106) (8,069) (18,418)

345,788 285,761 (8,069) (18,418)

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

149

10 DEFERRED TAXATION (CONTINUED)

The gross movement on the deferred income tax account is as follows:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

At 1 January:

– as previously reported 321,347 359,924 (12,948) (8,650)

– change in accounting policy (35,586) (13,155) (5,470) (1,512)

– as restated 285,761 346,769 (18,418) (10,162)

Credited/(charged) to income statement (Note 39)

– loans, advances and financing 16,461 (37,882) – (285)

– unutilised tax losses 1,259 73,165 – –

– excess of capital allowance over depreciation (3,791) (3,237) 111 (226)

– available-for-sale securities 571 (192) – –

– other temporary differences (7,515) (45,526) 10,238 (7,745)

6,985 (13,672) 10,349 (8,256)

Acquisition of subsidiaries (3,636) 1,917 – –

Transferred to equity

– revaluation reserve –

available-for-sale securities 56,678 (49,253) – –

At 31 December 345,788 285,761 (8,069) (18,418)

Deferred tax assets (before offsetting)

Loans, advances and financing 289,442 274,049 239 239

Available-for-sale securities (626) (41,047) – –

Fixed assets (9,041) (9,482) – –

Unutilised tax losses 50,862 47,592 – –

Revaluation reserve –

available- for-sale securities 1,170 – – –

Other temporary differences 57,428 71,131 6,790 357

389,235 342,243 7,029 596

Offsetting (29,757) (34,376) (7,029) (596)

Deferred tax assets (after offsetting) 359,478 307,867 – –

Deferred tax liabilities (before offsetting)

Available-for-sale securities (10,200) (10,077) – –

Fixed assets (15,723) (5,875) (676) (787)

Revaluation reserve –

available-for-sale securities (221) (19,512) – –

Other temporary differences (17,303) (21,018) (14,422) (18,227)

(43,447) (56,482) (15,098) (19,014)

Offsetting 29,757 34,376 7,029 596

Deferred tax liabilities (after offsetting) (13,690) (22,106) (8,069) (18,418)

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

150

11 STATUTORY DEPOSITS WITH BANK NEGARA MALAYSIA

The non-interest bearing statutory deposits are maintained by certain subsidiaries with Bank Negara Malaysia in compliance

with Section 37(1)(c) of the Central Bank of Malaysia Act, 1958 (revised 1994), the amounts of which are determined at set

percentages of total eligible liabilities.

12 INVESTMENT IN SUBSIDIARIES

The Company

2005 2004

RM’000 RM’000

Shares at cost:

Quoted 1,610,014 836,003

Unquoted 3,433,570 3,417,042

Allowance for impairment in value of a subsidiary (1,275) (1,275)

5,042,309 4,251,770

The direct subsidiaries of the Company are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Bumiputra-Commerce Bank Berhad Commercial banking and 100 100 RM2,063,956,000

related financial services

CIMB Berhad Investment holding of merchant 71.10 72.36 RM1,000,515,000

banking group

Commerce Asset Ventures Sdn Bhd Provision of management services 100 100 RM500,000

(ordinary shares)

^ RM6,800,000

(preference shares)

Commerce Asset Realty Sdn Bhd Holding of properties for 100 100 RM240,000

letting to a related company

Commerce Asset Nominees Sdn Bhd Nominee services 100 100 RM10,000

Commerce Life Assurance Berhad Life assurance business 100 100 RM122,000,000

Commerce Assurance Berhad General insurance business 100 100 RM110,000,000

PT Bank Niaga Tbk + Commercial banking and related 64.25 52.59 IDR11,882,341,330

(Incorporated in the Republic of financial services

Indonesia)

Commerce Volantia Sdn Bhd Dormant 100 100 RM3

Commerce MGI Sdn Bhd Dormant 51 51 RM2,500,000

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

151

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The direct subsidiaries of the Company are: (Continued)

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Commerce Capital (Labuan) Ltd Special purpose vehicle 100 100 USD1

(Incorporated in the Federal

Territory of Labuan)

Commerce Takaful Berhad Takaful general and family 100 – RM2

business

Commerce International Group Berhad Investment holding 100 – RM2

PT Commerce Kapital # Special purpose vehicle 99 – USD4,421,000

(Incorporated in the Republic

of Indonesia)

Modified CIMB ESOS Trust Holding of accelerated – – –

(unincorporated) CIMB ESOS option

Preference shares of RM0.10 each

Audited by an affiliate of PricewaterhouseCoopers, Malaysia

Not audited by PricewaterhouseCoopers

All the subsidiaries, unless otherwise stated, are incorporated in Malaysia.

The subsidiaries, held through the Company’s subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) are:

Percentage of equity held

Through BCB’s

Principal Directly by subsidiary

Name of Subsidiary activities BCB company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

BOC Nominees Sdn Bhd Nominee services 100 100 – – RM25,000

BOC Nominees (Tempatan) Nominee services 100 100 – – RM10,000

Sdn Bhd

BOC Nominees (Asing) Sdn Bhd Nominee services 100 100 – – RM10,000

Bumiputra-Commerce Nominees Nominee services 100 100 – – RM3,000

Sdn Bhd

Bumiputra-Commerce Nominees Nominee services 100 100 – – RM10,000

(Tempatan) Sdn Bhd

Bumiputra-Commerce Nominees Nominee services 100 100 – – RM10,000

(Asing) Sdn Bhd

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

152

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) are: (Continued)

Percentage of equity held

Through BCB’s

Principal Directly by subsidiary

Name of Subsidiary activities BCB company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

Bumiputra-Commerce Corporate Nominee services – – 100 100 USD1

Services Limited (Incorporated

in the Federal Territory of

Labuan)

BC Management Services Ltd Nominee services – – 100 100 USD1

(Incorporated in the Federal

Territory of Labuan)

Bumiputra-Commerce Finance Finance company 100 100 – – RM275,000,000

Berhad (ordinary shares)

RM125,000,000

(redeemable

cumulative

preference shares)

RM200,000,000*

(perpetual

preference shares)

I-Prestige Sdn Bhd Special purpose vehicle – – 100 100 RM12,750,002

Bumiputra-Commerce Trustee Trustee services 20 20 80 80 RM500,000

Berhad

Bumiputra-Commerce Trust Trustee services 100 100 – – USD40,000

Limited (Incorporated in the

Federal Territory of Labuan)

BBMB Unit Trust Management Investment holding 100 100 – – RM5,000,000

Berhad

Bumiputra-Commerce Leasing, factoring and 100 100 – – RM50,000,000

FactorsLease Berhad loan management

Bumiputra-Commerce Bank (L) Offshore banking 100 100 – – USD50,000,000

Limited (Incorporated in the

Federal Territory of Labuan)

Semerak Services Sdn Bhd Service company 100 100 – – RM250,000

BBMB Securities (Holdings) Investment holding 100 100 – – RM175,000,000

Sdn Bhd company

EPIC-I Sdn Bhd Provision of 100 100 – – RM25,000,000

outsourcing services

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

153

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary bank, Bumiputra-Commerce Bank Berhad (“BCB”) are: (Continued)

Percentage of equity held

Through BCB’s

Principal Directly by subsidiary

Name of Subsidiary activities BCB company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

South East Asian Bank Ltd # Commercial banking 60 60 – – MUR200,000,000

(Incorporated in Republic of and related

Mauritius) financial services

Bumiputra-Commerce Dormant 100 100 – – RM2 (effective

Factoring Berhad 16.9.2005)

Bumiputra-Commerce Dormant 100 100 – – RM5,000,000

Properties Sdn Bhd

BBMB Futures Sdn Bhd Dormant – – 100 100 RM10,000,000

BBMB Finance (Hong Kong) Dormant 100 100 – – HK$15

Limited # (Incorporated in

Hong Kong)

BBMB Finance Nominee Dormant – – 100 100 HK$10,000

(Hong Kong) Limited #

(Incorporated in Hong Kong)

Bumiputra Nominee Ltd # Dormant 100 100 – – £2

(Incorporated in the United

Kingdom)

Bumiputra-Commerce Offshore trust 100 100 – – RM150,000

International Trust (Labuan)

Berhad

Commerce TIJARI Bank Berhad Islamic banking and 100 100 – – RM100,000,000

related financial

services

During the financial year, the subsidiary bank’s wholly owned subsidiary, BBMB International Bank (L) Ltd, completed the

proceedings for shareholders’ voluntary liquidation.

Not audited by PricewaterhouseCoopers

Held by jointly controlled entity, Proton Commerce Sdn Bhd.

All the subsidiaries, unless otherwise stated, are incorporated in Malaysia.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

154

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary, CIMB Berhad are:

Percentage of equity held

Through CIMB

Berhad’s

Principal Directly by subsidiary

Name of Subsidiary activities CIMB Berhad company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

Commerce International Merchant banking 100 100 – – RM219,242,000

Merchant Bankers Berhad and the provision

of related

financial services

CIMB Holdings Sdn Bhd Investment holding – – 100 100 RM10,370,000

CIMB Futures Sdn Bhd Futures broking – – 100 100 RM9,000,000

CIMB Nominees (Tempatan) Nominee services – – 100 100 RM10,000

Sdn Bhd

CIMB Nominees (Asing) Nominee services – – 100 100 RM10,000

Sdn Bhd

CIMB Discount House Bhd Discount House – – 100 100 RM62,900,000

(ordinary shares)

RM116,000,000

(preference shares)

CIMB (L) Limited Offshore banking – – 100 100 USD25,000,000

(Incorporated in the (ordinary shares)

Federal Territory @@USD6,250,000

of Labuan) (redeemable

non-cumulative

preference share)

iCIMB Sdn Bhd Dormant – – 100 100 RM2

CIMB Securities Sdn Bhd Stock and sharebroking – – 100 100 RM40,000,000

CIMB Securities (Hong Kong) Trading in securities – – 100 100 HK$5,000,000

Limited (Incorporated in

Hong Kong) +

CIMSEC Nominees (Tempatan) Nominee services – – 100 100 RM10,000

Sdn Bhd

CIMSEC Nominees (Asing) Nominee services – – 100 100 RM10,000

Sdn Bhd

CIMSEC Nominees Sdn Bhd Nominee services – – 100 100 RM10,000

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

155

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary, CIMB Berhad are: (Continued)

Percentage of equity held

Through CIMB

Berhad’s

Principal Directly by subsidiary

Name of Subsidiary activities CIMB Berhad company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

CIMB ShareTech Sdn Bhd Trading in securities 100 100 – – RM40,003,120

(ordinary shares)

* RM300

(preference shares)

ShareTech Nominees Nominee services – – 100 100 RM10,002

(Tempatan) Sdn Bhd

ShareTech Nominees (Asing) Nominee services – – 100 100 RM10,002

Sdn Bhd

Halyconia Asia Fund Limited Open-ended – – 100 100 USD100

(Incorporated in British investment fund (ordinary shares)

Virgin Islands) **USD2

(redeemable

preference shares)

P.T. CIMB Niaga Securities + Stock and – – 99 51 IDR50,400,000,000

sharebroking

CIMB – Principal Asset Unit Trust Manager 60 70 – – RM7,000,000

Management Berhad

(formerly known as

Commerce Trust Berhad)

Commerce Asset Fund Fund management 60 70 – – RM5,500,000

Managers Sdn Bhd

CIMB Private Equity Sdn Bhd Private equity 100 100 – – RM2

(ordinary shares)

RM535,000

(# redeemable

preference shares)

CIMB Private Equity General Fund management – – 100 100 USD2

Partner Limited

(Incorporated in the Federal

Territory of Labuan)

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

156

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary, CIMB Berhad are: (Continued)

Percentage of equity held

Through CIMB

Berhad’s

Principal Directly by subsidiary

Name of Subsidiary activities CIMB Berhad company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

CIMB Mezzanine General Fund management – – 100 100 USD2

Partner Limited

(Incorporated in Federal

Territory of Labuan)

CIMB Mapletree Management Real estate fund – – 60 – RM2,000,000

Sdn Bhd management

CIMB Real Estate Sdn Bhd Real estate 100 100 – – RM100,000

investment (ordinary shares)

RM120,000

(# redeemable

preference shares)

CIMB-GK Pte Ltd Investment holding 100 – – – SGD10,000,000

(Incorporated in Singapore)+ (ordinary shares)

SGD4,184

(^preference shares)

CIMB Group Sdn Bhd Investment holding 100 – – – RM2

CIMB-GK Securities Pte Ltd Stock and – – 100 – SGD70,000,000

(Incorporated in Singapore)+ sharebroking

CIMB-GK Research Pte Ltd Investment research – – 100 – SGD150,000

(Incorporated in Singapore)+

CIMB-GK Securities (HK) Ltd Stock and – – 100 – HK$65,000,000

(Incorporated in Hong Kong)+ sharebroking

CIMB-GK Securities (HK) Nominee services – – 100 – HK$2

Nominees Ltd

(Incorporated in Hong Kong)+

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

157

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary, CIMB Berhad are: (Continued)

Percentage of equity held

Through CIMB

Berhad’s

Principal Directly by subsidiary

Name of Subsidiary activities CIMB Berhad company

2005 2004 2005 2004 Paid up capital

%%%%as at 31.12.2005

CIMB-GK Securities (UK) Ltd Securities related – – 100 – GBP500,000

(Incorporated in United business

Kingdom)+

CIMB-GK Securities (USA), Inc Dormant – – 100 – USD100,000

(Incorporated in USA)+

PT CIMB-GK Securities Stock and – – 100 – IDR48,500,000,000

Indonesia sharebroking

(Incorporated in the Republic

of Indonesia)+

G.K Goh Research (M) Sdn Bhd+ Dormant – – 100 – RM500,000

Preference shares of RM1.00 each entirely held by the minority interests

Redeemable preference shares of USD0.01 each

Redeemable non-cumulative preference shares of USD0.05 each

Redeemable preference shares of RM0.01 each

Preference shares of SGD0.10 each

Audited by an affiliate of PricewaterhouseCoopers, Malaysia

All the subsidiaries, unless otherwise stated, are incorporated in Malaysia.

The subsidiaries, held through the Company’s subsidiary, Commerce Asset Ventures Sdn Bhd are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Ekspedisi Yakin Sdn Bhd # Leisure and entertainment 100 100 RM1,000,000

services (ordinary shares)

RM365,850

(*redeemable

preference shares)

CAV Private Equity Management Providing management and 100 100 RM100,000

Sdn Bhd advisory services

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

158

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through the Company’s subsidiary, Commerce Asset Ventures Sdn Bhd are: (Continued)

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Scan Associates Sdn Bhd # Providing ICT security 55.66 55.66 RM4,285,000

system consultancy (ordinary shares)

services RM5,000

(** redeemable

preference shares)

Commerce Technology Ventures Investment holding company 100 – RM2,000

Sdn Bhd (ordinary shares)

RM150,000

(preference shares)

Titan Setup Sdn Bhd # Investment holding company 100 – RM2

Fortlab Holdings Sdn Bhd # Investment holding company 65 – RM4,767,079

(ordinary shares)

RM100,000

(***redeemable

preference shares)

The subsidiaries, held through its indirect subsidiary, Ekspedisi Yakin Sdn Bhd are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Radiant Direction Sdn Bhd# Dormant 100 100 RM50,000

Quantum Epic Sdn Bhd# Dormant 100 100 RM50,000

The subsidiaries, held through its indirect subsidiary, Titan Setup Sdn Bhd are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Goodmaid Chemical Corporation Manufacturing of household 99.60 – RM4,610,000

Sdn Bhd# care products

Goodmaid Marketing Sdn Bhd# Trading and marketing of 100 – RM2

household care products

EQ Industry Supplies Sdn Bhd# Trading and marketing of 100 – RM70,000

industrial chemicals

Redeemable preference shares of RM0.15 each

Redeemable preference shares of RM1.00 each

***

Redeemable preference shares of RM0.10 each

Not audited by PricewaterhouseCoopers

All the above subsidiaries, unless otherwise stated, are incorporated in Malaysia.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

159

12 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The subsidiaries, held through its indirect subsidiary, Fortlab Holdings Sdn Bhd are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Fortune Laboratories Sdn Bhd# Manufacturing of toiletries, 65 – RM500,000

pharmaceutical, cosmetic

and health supplement

products

Polyscience Manufacturing Sdn Bhd# Manufacturing of household 65 – RM200,000

care products

The subsidiary, held through its indirect subsidiary, Fortune Laboratories Sdn Bhd is:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Fortune Organics (F.E) Sdn Bhd# Property company 54.99 – RM755,000

The subsidiary, held indirectly through its indirect subsidiary, CIMB Private Equity Sdn Bhd and through its subsidiary, Commerce

Asset Ventures Sdn Bhd is:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

Sesama Medical College Learning and education 72.70 – RM8,700,002

Management Sdn Bhd#

All the above subsidiaries, unless otherwise stated, are incorporated in Malaysia.

The subsidiaries, held through its subsidiary bank, PT Bank Niaga Tbk are:

Percentage of equity

held

2005 2004 Paid-up capital

Name of Subsidiary Principal activities % % as at 31.12.2005

PT Niaga Aset Manajemen # Investment management 99.2 99.2 IDR3,000,000,000

PT Saseka Gelora Finance # Financing services 85.78 82 IDR40,000,000,000

Not audited by PricewaterhouseCoopers

All the above subsidiaries, unless otherwise stated, are incorporated in the Republic of Indonesia.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

160

13 INVESTMENT IN ASSOCIATES

The Company

2005 2004

RM’000 RM’000

Unquoted shares, at cost 3,834 3,834

The Group

2005 2004

RM’000 RM’000

Share of net assets other than premium of associates 85,072 57,593

Premium on acquisition 10,511 13,552

95,583 71,145

The direct associate is:

Percentage of equity

held

2005 2004 Financial year

Name of Associate Principal activities % % end

Rangkaian Segar Sdn Bhd Establishment, operation and 20 20 30 June

management of an electronic

collection system for toll and

transport operators

The associates, held through the Company’s subsidiary, CIMB Berhad are:

Percentage of equity held

Principal Directly by Through Financial year

Name of Associate activities subsidiary subsidiary end

2005 2004 2005 2004

%%%%

Navis-CIMB General Partner Fund management – – 25 25 31 December

Ltd (Incorporated in the

Federal Territory of Labuan)

CIMB Mezzanine 1 Sdn Bhd Private equity’s fund – – 100 100 31 December

CIMB PE 1 Sdn Bhd Private equity’s fund – – 100 100 31 December

CMREF 1 Sdn Bhd Real estate fund – – 49.9 – 31 December

(formerly known as management operation

First Century Dynamics and services

Sdn Bhd)

CIMB Mezzanine 1 Sdn Bhd (“CIMBM”) and CIMB PE 1 Sdn. Bhd. (“CIMBPE”) are special purpose entities, set up by CIMB

Berhad to facilitate investments in private companies. The entire paid up ordinary share capital of CIMBM and CIMBPE of RM2

is held by CIMB Berhad.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

161

13 INVESTMENT IN ASSOCIATES (CONTINUED)

Both CIMBM and CIMBPE are funded primarily by the issuance of redeemable preference shares (“RPS”) to investors. The

terms and conditions of the RPS and the Memorandum and Articles of Association of both companies are structured in such a

manner that the residual risks and rewards of the companies are borne by the investors in RPS. As at 31 December 2005, CIMB

Berhad holds 28% and 19% of the RPS in CIMBPE and CIMBM (2004: Nil and 19%) respectively amounting to RM7.80 million

and RM5.77 million (2004: RM Nil and RM1 million). In addition, CIMB, a subsidiary of CIMB Berhad, has been appointed as the

investment advisor to CIMBM and earns management and incentive fees.

Although CIMB Berhad holds the entire ordinary share capital of CIMBM and CIMBPE, CIMB Berhad does not have control over

both companies and therefore does not regard both the companies as subsidiaries. However, CIMB Berhad has significant

influence over both companies by virtue of its holding of the RPS and its role as an investment advisor to CIMBM and CIMBPE.

Accordingly, CIMBM and CIMBPE have been accounted for as associates of CIMB Berhad using the equity method of accounting.

The associates, held through the Company’s subsidiary, Commerce Asset Ventures Sdn Bhd are:

Percentage of equity

held

2005 2004 Financial year

Name of Associate Principal activities % % end

Hicks-Woode Corporate Corporate and secretarial 30 30 31 December

Services Sdn Bhd services

IHS Innovations Sdn Bhd Manufacturing and trading 36.31 – 31 December

Meru Utama Sdn Bhd Provider of media space 20 – 31 December

Evermal Resources Sdn Bhd Manufacturing and trading 41.12 – 31 May

Upeca Engineering Sdn Bhd Design, manufacture, installation 29.95 – 31 March

and servicing of factory

automation system

The associate, held through its indirect subsidiary, Ekspedisi Yakin Sdn Bhd is:

Percentage of equity

held

2005 2004 Financial year

Name of Associate Principal activities % % end

Opera Café Sdn Bhd Leisure and entertainment 49 49 31 December

services

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

162

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

13 INVESTMENT IN ASSOCIATES (CONTINUED)

The associates, held through its indirect subsidiary, Commerce Technology Ventures Sdn Bhd are:

Percentage of equity

held

2005 2004 Financial year

Name of Associate Principal activities % % end

Tacara Sdn Bhd Manufacturing of seaweed 30 – 30 June

based products

Dbix Systems Sdn Bhd Provision of IT and internet 34.99 – 30 June

solutions for enterprises

Sesama Equilab Sdn Bhd Dormant 29 – 31 August

Consolidated Liquid Eggs Sdn Bhd Dormant 30 – 31 January

Explorium (M) Sdn Bhd Provider for customer and 30 – 31 December

marketing management services,

e-learning, brand experience

The associate, held through the Company’s subsidiary bank, PT Bank Niaga Tbk is:

Percentage of equity

held

2005 2004 Financial year

Name of Associate Principal activities % % end

PT Asuransi Cigna Life assurance business 20 20 31 December

(Incorporated in the Republic

of Indonesia)

All the above associates, unless otherwise stated, are incorporated in Malaysia.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

163

14 JOINTLY CONTROLLED ENTITIES

The Group

2005 2004

RM’000 RM’000

Share of net assets of the jointly controlled entities 118,722 121,416

The jointly controlled entity, held through a Bank’s subsidiary, BCF is:

Percentage of equity

held

2005 2004 Financial year

Name of Jointly Controlled Entity Principal activities % % end

Proton Commerce Sdn Bhd Financing of vehicles 50 50 31 March

(“PCSB”)

The Group’s share of the assets and liabilities of PCSB other than those that are held in trust by a subsidiary, BCF is as follows:

2005 2004

RM’000 RM’000

Non-current assets 100,244 100,352

Current assets 18,917 23,846

Current liabilities (439) (2,782)

Net assets 118,722 121,416

The Group’s share of the income and expenses of the jointly controlled entity is as follows:

2005 2004

RM’000 RM’000

Income 24,803 4,986

Expenses (26,627) (8,495)

Loss before taxation (1,824) (3,509)

Taxation (870) (75)

Net loss for the financial year (2,694) (3,584)

The jointly controlled entity, held through a subsidiary, CAV Private Equity Management Sdn Bhd is:

Percentage of equity

held

2005 2004 Financial year

Name of Jointly Controlled Entity Principal activities % % end

Commerce-Meridian Capital Sdn Bhd Provision of management 49.99 49.99 31 December

and advisory of venture

capital funds

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

164

15 FIXED ASSETS

Buildings Buildings Renovations, Computer

on on office equipment

Leasehold Leasehold Buildings leasehold leasehold equipment, Computer and General

land 50 land less on land 50 land less furniture equipment software plant Capital

Freehold years or than 50 freehold years or than 50 and and under Motor and work in

land more years land more years fixtures software lease vehicles machinery progress Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

The Group

2005

Cost

At 1 January 2005 101,135 23,656 1,992 131,418 197,689 41,071 346,908 420,498 19,553 48,240 139 41,677 1,373,976

Additions –––7,584 817 11,764 150,920 40,742 7,440 13,384 1,024 1,148 234,823

Arising from acquisition of subsidiary 31,366 ––62,793 – 9,358 30,195 37,839 1,033 4,005 14,320 – 190,909

Disposals/written off (18,235) ––(14,357) – (3,043) (14,239) (18,224) (188) (10,756) (219) – (79,261)

Transfer/reclassification 4,117 18,609 – 580 (18,612) 10,724 (5,888) (5,982) (54) 822 (139) (4,177) –

Exchange adjustments (3,964) (2) – (2,954) (1,034) (2,112) (4,392) 495 – (398) ––(14,361)

At 31 December 2005 114,419 42,263 1,992 185,064 178,860 67,762 503,504 475,368 27,784 55,297 15,125 38,648 1,706,086

Accumulated Depreciation

At 1 January 2005 – 7,063 120 60,280 54,934 8,968 153,140 275,645 8,777 25,419 138 – 594,484

Arising from acquisition of subsidiary –––6,653 – 1,584 24,086 33,286 945 2,561 6,681 – 75,796

Charge for the year – 953 4 3,118 5,480 9,765 63,763 49,492 5,927 9,911 735 35 149,183

Disposals/written off –––(6,585) – (2,688) (15,016) (17,975) (140) (7,558) (185) – (50,147)

Transfer/reclassification – 500 – (194) 1,249 1,182 34,426 (37,026) (490) 491 (138) ––

Exchange adjustments –––(498) (182) (634) (2,028) 104 – (250) ––(3,488)

At 31 December 2005 – 8,516 124 62,774 61,481 18,177 258,371 303,526 15,019 30,574 7,231 35 765,828

Net book value

at 31 December 2005 114,419 33,747 1,868 122,290 117,379 49,585 245,133 171,842 12,765 24,723 7,894 38,613 940,258

At 31 December 2004

Cost 101,135 23,656 1,992 131,418 197,689 41,071 346,908 420,498 19,553 48,240 139 41,677 1,373,976

Accumulated depreciation – 7,063 120 60,280 54,934 8,968 153,140 275,645 8,777 25,419 138 – 594,484

Net book value at

31 December 2004 101,135 16,593 1,872 71,138 142,755 32,103 193,768 144,853 10,776 22,821 1 41,677 779,492

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

165

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

15 FIXED ASSETS (CONTINUED)

Renovations,

office

Leasehold Buildings Buildings equipment, Computer

land 50 on on furniture equipment Capital

Freehold years or freehold leasehold and and Motor work in

land more land land fixtures software vehicles progress Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

The Company

2005

Cost

At 1 January 2005 18,895 6,787 4,435 44,812 1,812 937 2,362 37,500 117,540

Additions –––817 362 102 ––1,281

Disposals (17,182) – (255) –––––(17,437)

At 31 December 2005 1,713 6,787 4,180 45,629 2,174 1,039 2,362 37,500 101,384

Accumulated Depreciation

At 1 January 2005 – 1,642 854 12,619 721 422 768 – 17,026

Charge for the year – 159 130 1,352 96 72 472 – 2,281

Disposals ––(60) –––––(60)

At 31 December 2005 – 1,801 924 13,971 817 494 1,240 – 19,247

Net book value

at 31 December 2005 1,713 4,986 3,256 31,658 1,357 545 1,122 37,500 82,137

At 31 December 2004

Cost 18,895 6,787 4,435 44,812 1,812 937 2,362 37,500 117,540

Accumulated depreciation – 1,642 854 12,619 721 422 768 – 17,026

Net book value at 31 December 2004 18,895 5,145 3,581 32,193 1,091 515 1,594 37,500 100,514

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

166

16 GOODWILL

The Group

2005 2004

RM’000 RM’000

At 1 January 351,503 321,260

Goodwill arising from acquisition of subsidiaries 212,464 45,037

Goodwill arising from acquisition of additional interest in subsidiary 2,561 –

Disposal of interest in subsidiary (7,549) (1,598)

Less: Amortisation in the financial year (24,361) (13,196)

At 31 December 534,618 351,503

Goodwill arising from acquisition of subsidiaries 610,032 402,556

Accumulated amortisation (75,414) (51,053)

534,618 351,503

17 DEPOSITS FROM CUSTOMERS

(i) By type of deposit

The Group

2005 2004

RM’000 RM’000

Demand deposits 17,491,203 17,239,634

Savings deposits 6,932,108 6,966,598

Fixed deposits 46,912,868 47,564,463

Negotiable instruments of deposit 2,360,893 985,302

Others 626,515 1,349,178

74,323,587 74,105,175

The maturity structure of fixed deposits and negotiable instruments of deposit is as follows:

The Group

2005 2004

RM’000 RM’000

Due within six months 42,652,818 38,183,820

Six months to one year 5,910,346 8,235,660

One year to three years 637,345 2,075,489

Three years to five years 73,252 54,796

49,273,761 48,549,765

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

167

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

17 DEPOSITS FROM CUSTOMERS (CONTINUED)

(ii) By type of customer

The Group

2005 2004

RM’000 RM’000

Government and statutory bodies 6,079,260 7,075,201

Business enterprises 37,759,417 35,638,215

Individuals 19,221,935 18,232,564

Others 11,262,975 13,159,195

74,323,587 74,105,175

18 DEPOSITS AND PLACEMENTS OF BANKS AND OTHER FINANCIAL INSTITUTIONS

The Group

2005 2004

RM’000 RM’000

Licensed banks 6,277,272 5,560,111

Licensed finance companies 75 75,081

Licensed merchant banks 302,420 424,000

Bank Negara Malaysia 74,139 15,756

Other financial institutions 762,742 1,442,921

7,416,648 7,517,869

Included in the Group’s deposits and placements of banks and other financial institutions are RM410,000,000 (2004:

RM220,000,000) of deposits and placements relating to the jointly controlled entity, PCSB. These are held in the books of a

Bank’s subsidiary, BCF. The expenses on these deposits and placements are shared equally between joint venture parties, BCF

and Proton Edar Sdn Bhd, pursuant to the terms of Joint Venture Agreement.

19 FLOATING RATE CERTIFICATES OF DEPOSITS

The Group

2005 2004

RM’000 RM’000

(a) Floating rate certificates of deposit

– USD30 million – 114,000

(b) Floating rate certificates of deposit

– USD60 million 226,770 228,000

226,770 342,000

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

168

19 FLOATING RATE CERTIFICATES OF DEPOSITS (CONTINUED)

The main features of the floating rate certificates of deposit issued are as follows:

(a) The USD30 million floating rate certificates of deposit issued by a subsidiary Bank carried floating rates calculated with a

spread based on London Interbank Offered Rate (“LIBOR”). It matured on 12 August 2005.

(b) The USD60 million floating rate certificates of deposit issued by a subsidiary of a subsidiary Bank are guaranteed by the

subsidiary Bank and carry floating interest rates calculated with a spread based on LIBOR. It will mature on 8 April 2007.

20 OTHER LIABILITIES

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Interest payable 492,359 487,395 4,438 4,438

Due to brokers and clients 563,351 454,333 – –

Short-term borrowings (Note 23) 81,042 563,228 – –

Insurance fund – life insurance business 971,631 750,841 – –

Insurance fund – general insurance business (a) 335,265 274,690 – –

Amount due to Bank Muamalat Malaysia Berhad – 22,641 – –

Provision for commitments and contingencies (b) 3,776 2,293 – –

Post employment benefit obligations (Note 21) 92,023 76,292 96 130

Zakat 5 14 – –

Others 1,834,976 1,326,212 9,073 9,850

4,374,428 3,957,939 13,607 14,418

(a) General insurance business

The Group

2005 2004

RM’000 RM’000

Provision for outstanding claims 205,939 151,789

Unearned premium reserve 129,326 122,901

335,265 274,690

(b) The movements in provision for commitments and contingencies are as follows:

The Group

2005 2004

RM’000 RM’000

At 1 January 2,293 2,034

Provision made during the year 684 259

Provision arising from acquisition of subsidiary 799 –

At 31 December 3,776 2,293

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

169

21 POST EMPLOYMENT BENEFIT OBLIGATIONS

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Defined contribution plan – EPF (a) 11,990 10,164 96 130

Defined benefit plans (b) 80,033 66,128 – –

92,023 76,292 96 130

(a) Defined contribution plan

Group companies incorporated in Malaysia contribute to the Employees Provident Fund (“EPF”), the national defined

contribution plan. Once the contributions have been paid, the Group and the Company have no further payment obligations.

(b) Defined benefit plans

The Group operates final salary defined benefit plans for its employees in Malaysia and Indonesia, the assets of which are

held in separate trustee – administered funds. The latest actuarial valuations of the plans in Malaysia and Indonesia were

carried out as at 12 January 2006 and 26 January 2006 respectively.

The amount recognised in the balance sheet in respect of defined benefit plans is as follows:

The Group

2005 2004

RM’000 RM’000

Present value of funded obligations 307,568 272,318

Fair value of plan assets (240,563) (209,415)

Status of funded plan 67,005 62,903

Unrecognised actuarial gains 13,028 3,225

Liability 80,033 66,128

The amount recognised in the income statement in respect of defined benefit plans is as follows:

The Group

2005 2004

RM’000 RM’000

Current service cost 16,566 9,446

Interest cost 24,088 9,436

Expected return on plan assets (15,517) (5,377)

Net actuarial losses recognised during the year 8,080 –

Past service cost 48 –

Amortisation of transition liability (2,512) 5,707

Total included in personnel costs (Note 35) 30,753 19,212

The actual return on plan assets of the Group was RM1,948,538 (2004: RM4,417,626).

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

170

21 POST EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)

(b) Defined benefit plans (Continued)

The principal actuarial assumptions used in respect of the Group’s defined benefit plans are as follows:

The Group

2005 2004

Discount rates 7.00 7.00

Expected return on plan assets 1.25 6.34

Future salary increases 5.08 5.09

22 LOAN STOCKS

The Group

2005 2004

RM’000 RM’000

Negotiable certificates of deposits 782,763 778,346

The Group

2005 2004

RM’000 RM’000

Maturity structure of loan stocks is as follows:

– One year to two years 4,000 100,000

– Two years to five years 165,362 62,076

– Five years to ten years 613,401 616,270

782,763 778,346

The negotiable certificates of deposits issued are unsecured. The details of the negotiable certificates of deposits are as

follows:

The Group

Principal segregated Range of fixed interest

by maturity year rate per annum 2005 2004

(%) RM’000 RM’000

Year 2006 5.00 – 100,000

Year 2007 3.35 4,000 4,000

Year 2008 – 134,628 41,830

Year 2009 – 16,546 16,246

Year 2010 – 14,188 –

Year 2011 6.50 613,401 616,270

782,763 778,346

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

171

23 SHORT-TERM BORROWINGS

The Group

2005 2004

RM’000 RM’000

Revolving credit facilities 81,042 449,228

USD term loan – 114,000

81,042 563,228

The revolving credit facilities from financial institutions are unsecured and carry interest rates of between 2.87% to 18.25%

(2004: 1.85% to 7.90%) per annum for the Group during the financial year.

24 BONDS

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

7.85% Redeemable unsecured RM

bonds 2001/2006 (a) 250,000 250,000 250,000 250,000

8.35% Redeemable unsecured RM

bonds 2001/2008 (a) 250,000 250,000 250,000 250,000

USD zero coupon guaranteed

convertible bonds 2005/2009 (b) 428,708 412,118 – –

928,708 912,118 500,000 500,000

(a) 7.85% Redeemable unsecured RM bonds 2001/2006 and 8.35% Redeemable unsecured RM bonds 2001/2008

The redeemable unsecured RM bonds were issued in 2 tranches:

Tranche 1

7.85% RM250 million nominal value redeemable unsecured bonds, 5 years, maturing on 22 May 2006; and

Tranche 2

8.35% RM250 million nominal value redeemable unsecured bonds, 7 years, maturing on 22 May 2008.

The main features of the RM bonds are as follows:

(i) Nominal values of each tranche of the RM bonds are RM250 million.

(ii) Each tranche of the RM bonds is represented by a Global Certificate to be deposited with BNM and is exchangeable

for definitive bearer only in certain limited circumstances.

(iii) The RM bonds are in the denominations or multiples of RM1,000.

(iv) The RM bonds are constituted by a Trust Deed dated 4 May 2001 made between the Company and the Trustees,

to act for the benefit of the bondholders.

(v) The RM bonds bear interest at 7.85% per annum (tranche 1) and 8.35% per annum (tranche 2) on the nominal

value of the outstanding bonds, payable semi annually.

(vi) The RM bonds will be redeemed by the Company at their nominal value together with interest accrued to the date

of redemption.

(vii) The bonds shall constitute direct, unconditional, subordinated and unsecured obligations of the Company.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

172

24 BONDS (CONTINUED)

(b) USD zero coupon guaranteed convertible bonds 2005/2009 (“USD Convertible Bonds”)

The main features of the USD convertible bonds are as follows:

(i) The USD convertible bonds are issued by a special purpose vehicle, a subsidiary, Commerce Capital (Labuan) Ltd

and are guaranteed by the Company.

(ii) The nominal values of the USD convertible bonds are USD125 million.

(iii) The USD convertible bonds will mature on 22 September 2009.

(iv) The USD convertible bonds are convertible by holders into ordinary shares, par value RM1.00 per shares, of the

Company at any time on or after 22 October 2005 but prior to 8 September 2009. The conversion price was initially

RM6.03 per share upon issuance. Effective from 11 May 2005, the conversion price was revised to RM5.91 per

share due to capital distribution.

(v) The USD convertible bonds are listed on Labuan International Financial Exchange Inc. and Singapore Exchange

Securities Trading Limited.

(vi) Unless the USD convertible bonds have been previously redeemed, repurchased and cancelled or converted, the

Issuer will redeem the USD convertible bonds on the maturity date at 107.758% of the principal amount.

In accordance with FRS 132 – Financial Instruments : Disclosure and Presentation, the fair values of the liability component

and the equity conversion component were determined upon the issuance of the USD convertible bonds. The fair value

of the liability component was calculated using a market interest rate for an equivalent non-convertible bond. The residual

amount, representing the value of the equity conversion component is included in shareholders’ equity in reserves, as

detailed in Note 30 to the financial statements.

The USD convertible bonds are recognised in the balance sheet as follows:

The Group

2005 2004

RM’000 RM’000

Face value 475,000 475,000

Equity conversion component (Note 30) (68,173) (68,173)

Liability component on initial recognition 406,827 406,827

Interest expense 21,881 5,291

Liability component at 31 December 428,708 412,118

25 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”)

The Group

2005 2004

RM’000 RM’000

Detachable coupons from 7.5% irredeemable convertible unsecured

loan stocks (“ICULS”) 2001/2011 44,682 45,216

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

173

25 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) (CONTINUED)

7.5% Irredeemable convertible unsecured loan stocks (“ICULS”) with detachable coupons 2001/2011

The 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 were issued by a subsidiary bank, BCB.

The Company with CIMB as the arranger purchased the ICULS from BCB and CIMB restructured the ICULS, where the Coupons

were detached from the ICULS and placed out to investors.

The main features of the 7.5% irredeemable convertible unsecured loan stocks (“ICULS”) 2001/2011 are as follows:

(i) Nominal value of the ICULS are RM667,000,000 in denominations or multiples of RM1,000 with detachable coupons.

(ii) The ICULS bear fixed interest at the rate of 7.5% per annum payable annually in arrears by BCB from the date of issue of

the ICULS. The detachable coupons represent the interest of the ICULS and as such, bear no further interest.

(iii) The ICULS are not redeemable for cash except upon the occurrence and declaration of an event of default as provided in

the Trust Deed. All outstanding ICULS will be mandatorily converted by BCB into new ordinary shares of BCB on the last

day of the tenure of the ICULS.

(iv) The ICULS shall constitute unsecured and subordinated obligations of BCB.

(v) All new ordinary shares to be issued upon conversion of ICULS will rank pari passu in all respects with the existing

ordinary shares of BCB save and except that they will not be entitled to any dividend, right, allotment and/or other

distributions, the entitlement date of which is prior to the date of allotment of the new ordinary shares of BCB.

The main features of the Detachable Coupons (“the Coupons”) are as follows:

(i) Nominal value of the Coupons are RM500,250,000 and are issued in bearer form in multiples of RM1,000 and constituted

by the Trust Deed.

(ii) The Coupons mature over ten tranches with tenures ranging from one to ten years from the date of issue of the ICULS.

(iii) The Coupons represent the interest of the ICULS and as such, bear no further interest.

(iv) Each Coupon entitles the Coupon holder to redeem the Coupon at their respective nominal values.

(v) The Coupons shall constitute direct, unconditional, subordinated and unsecured obligations of BCB.

26 OTHER BORROWINGS

The Group

2005 2004

RM’000 RM’000

Syndicated term loan – USD136 million (a) – 516,800

Syndicated term loan – USD120 million (b) – 456,000

Syndicated term loan – USD140 million (c) 529,130 532,000

Others (d) 300,763 199,857

829,893 1,704,657

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

174

26 OTHER BORROWINGS (CONTINUED)

(a) The syndicated term loan of USD136 million was an unsecured term loan facility which matured on 24 May 2005. It

carried interest rates of between 2.04% to 3.15% (2004: 1.76% to 2.21%) during the financial year.

(b) The syndicated term loan of USD120 million was an unsecured term loan facility which matured on 12 August 2005. It

carried interest rates of 3.15% (2004: 2.04%) during the financial year.

(c) In 2004, a subsidiary, Bumiputra-Commerce Bank (L) Limited secured a 3-year syndicated term loan facility amounting to

USD140 million which will mature on 8 April 2007. It carried interest rates of between 1.48% to 4.55% (2004: 1.48% to

2.47%) during the financial year.

(d) Other borrowings consist of secured and unsecured commercial papers and term loan facilities which will mature between

2004 to 2017. It carried interest rates of between 3.50% to 7.54% (2004: 2.20% to 9.00%) during the financial year.

27 SUBORDINATED NOTES

The Group

2005 2004

RM’000 RM’000

Subordinated Notes 2003/2013 (a) 1,133,850 1,140,000

Subordinated Notes 2004/2014 (b) 360,216 376,057

Subordinated Notes 2005/2015 (c) 377,950 –

Others – 157

1,872,016 1,516,214

(a) Subordinated Notes 2003/2013

The USD300 million Subordinated Notes due 2013 Callable with Step Up in 2008 were issued by a subsidiary bank, BCB.

The main features of the Subordinated Notes are as follows:

(i) The Notes are in bearer form, serially numbered and in denominations of USD1,000, USD10,000 and USD100,000.

(ii) The Notes will bear interest at the rate of 5.125 per cent per annum from and including 16 October 2003 to, but

excluding, 16 October 2008 and, thereafter, at a rate per annum equal to the US Treasury Rate plus 3.55 per cent.

Interest will be payable semi-annually in arrears on 16 April and 16 October, in each year, commencing 16 April 2004.

(iii) The Notes and Coupons constitute direct and unsecured obligations of the Issuer and are subordinated in the

manner described in the Conditions of the Notes and, for the avoidance of doubt, rank pari passu with the Issuer’s

7.5 per cent RM667,000,000 ICULS with detachable coupons 2001/2011. The Notes and the Coupons rank and

will rank pari passu without any preference among themselves. The instrument is listed on the Luxembourg Stock

Exchange.

(iv) The principal of, and interest and any additional amounts payable on, the Notes will be subordinated in right of

payment upon occurrence of any Winding Up Proceeding to the prior payment in full of all deposit liabilities and all

other liabilities of the Issuer, except in each case to those liabilities which by their terms rank equally in right of

payment with or subordinated to the Notes.

(v) The subsidiary Bank may at its option, but subject to the prior written approval of BNM, redeem the Notes on 16

October 2008 at their principal amount plus accrued interest.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

175

27 SUBORDINATED NOTES (CONTINUED)

(b) Subordinated Notes 2004/2014

The USD100,000,000 Subordinated Notes due 2014 Callable with Step Up in 2009 were issued by a subsidiary bank,

CIMB. The main features of the Subordinated Notes are as follows:

(i) The Notes are in bearer form, serially numbered and in denominations of USD100,000 each.

(ii) The Notes will bear interest at the rate of 5 per cent per annum from and including 15 April 2004 to, but excluding,

15 April 2009 and, thereafter, at a rate per annum equal to the US Treasury Rate plus 3.7 per cent. Interest will be

payable semi-annually in arrears on 15 April and 15 October, in each year, commencing on 15 October 2004.

(iii) The Notes and Coupons constitute direct and unsecured obligations of the Issuer and are subordinated in the

manner described in the Conditions of the Notes and rank pari passu without any preference among themselves.

The instrument is listed on the Luxembourg Stock Exchange.

(iv) The principal of, and interest and any additional amounts payable on, the Notes will be subordinate in right of

payment upon occurrence of any Winding Up Proceeding to the prior payment in full of all deposit liabilities and all

other liabilities of the Issuer, except in each case to those liabilities which by their terms rank equally in right of

payment with or subordinate to the Notes.

(v) CIMB may at its option, but subject to the prior written approval of BNM, redeem the Notes on 15 April 2009 at

their principal amount plus accrued interest.

(vi) The Notes were issued at a price of 99.843 per cent of the principal amount of the Notes.

(vii) The Notes constitute liabilities of CIMB and are subordinated in right of payment to the deposit liabilities of CIMB

in accordance with the terms and conditions of the issue and qualify as Tier 2 capital for the purpose of determining

the capital adequacy ratios of CIMB.

The Subordinated Notes Callable with Step Up in 2010 Coupon 2005/2015 were issued by a subsidiary bank, PT Bank Niaga.

The main features of the Subordinated Notes are as follows:

(i) The USD100,000,000 Notes are issued in registered form and are represented by the Global Certificate and in

denominations of USD1,000.

(ii) The Notes will bear interest at the rate of 7.75 per cent per annum from and including 14 July 2005 to, but excluding,

14 July 2010 and, thereafter, at a rate per annum equal to the US Treasury Rate plus 6.1875 per cent. Interest will be

payable semi-annually in arrears on 14 January and 14 July, in each year, commencing 14 January 2006.

(iii) The Notes and Coupons constitute direct and unsecured obligations of the Issuer and are subordinated in the

manner described in the Conditions of the Notes and will rank pari passu without any preference among themselves.

The instrument is listed on the Singapore Exchange.

(iv) The principal of, and interest and any additional amounts payable on, the Notes will be subordinated in right of

payment upon occurrence of any Winding Up Proceeding (as defined in the Condition of the Notes) to the prior

payment in full of all deposit liabilities and all other liabilities of the Issuer except, in each case, to those liabilities

which by their terms rank equally in right of payment with or are subordinate to the Notes.

(v) PT Bank Niaga may at its option, but subject to the prior written approval of Bank Indonesia, redeem the Notes on

14 July 2010 at their principal amount plus accrued interest.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

176

28 SHARE CAPITAL

The Group and The Company

2005 2004

RM’000 RM’000

Ordinary shares of RM1.00 each:

Authorised:

At 1 January/31 December 5,000,000 5,000,000

Issued and fully paid:

At 1 January 2,691,740 2,628,960

Issued upon exercise of Employee Share Option Scheme 64,658 98,633

Cancellation of treasury shares – (35,853)

At 31 December 2,756,398 2,691,740

The issued and paid-up share capital of the Company increased upon the issuance of the new Company shares pursuant to the

exercise of ESOS.

Employee Share Option Scheme

The Company implemented an Employee Share Option Scheme (“ESOS 2002/2007”) on 20 November 2002, replacing the

previous ESOS 1997/2002 which expired on 20 June 2002. The ESOS 2002/2007 is governed by the bye-laws which were

approved by the shareholders on 26 April 2002.

On 22 November 2002, 211,448,000 share options were offered at an option price of RM3.13 per share option to eligible

employees.

Subsequent share options were offered to eligible employees are as follows:

(a) On 29 December 2003, 10,994,000 share options were offered at an option price of RM3.62 per share option (being the

5 day weighted average price from 19 December 2003 to 26 December 2003, net of 10% discount).

(b) On 7 January 2004, 351,000 share options were offered at an option price of RM3.69 per share option (being the 5 day

weighted average price from 26 December 2003 to 5 January 2004, net of 10% discount).

day weighted average price from 7 October 2004 to 13 October 2004, net of 10% discount).

The main features of the ESOS 2002/2007 scheme are:

(a) Eligible persons are employees of the Group who have been in the employment of the Group (excluding CIMB Berhad

Group and the Company’s associates) when an offer is made in writing to an employee to participate in the Scheme. The

eligibility for participation in the Scheme shall be at the discretion of the Board of Directors.

(b) The total number of new ordinary shares available under the Scheme shall not exceed 10% of the total issued and paid-

up share capital of the Company at any point of time during the existence of the Scheme, which shall be in force for a

period of five years, expiring 19 November 2007 or any extension thereof.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

177

28 SHARE CAPITAL (CONTINUED)

Employee Share Option Scheme (Continued)

(d) The subscription price for each RM1.00 share shall be the higher of the following:

(i) the weighted average market price of the shares of the Company as shown in the Daily Official List of the Bursa

Malaysia Securities Berhad (“Bursa Securities”) for the five market days immediately preceding the offer date

with an allowance for a discount of not more than ten per centum therefrom at the Option Committee’s discretion;

(ii) the par value of the shares of the Company.

(e) The consideration is payable in full on application. The options granted do not confer any right to participate in any share

issue of any other company.

Set out below are details of options over the ordinary shares of the Company granted under the ESOS:

Exercise At start At end

Grant date Expiry date price of year Granted Exercised of year

RM/share ’000 ’000 ’000 ’000

Year ended

31.12.2005

22 November 2002 19 November 2007 3.13 75,014 – (41,866) 33,148

29 December 2003 19 November 2007 3.62 6,348 – (3,228) 3,120

7 January 2004 19 November 2007 3.69 128 – (78) 50

14 October 2004 19 November 2007 4.05 37,721 – (19,486) 18,235

119,211 – (64,658) 54,553

Year ended

31.12.2004

22 November 2002 19 November 2007 3.13 168,778 – (93,764) 75,014

29 December 2003 19 November 2007 3.62 10,994 – (4,646) 6,348

7 January 2004 19 November 2007 3.69 – 351 (223) 128

14 October 2004 19 November 2007 4.05 – 37,721 – 37,721

179,772 38,072 (98,633) 119,211

The Company

2005 2004

’000 ’000

Number of share options vested at balance sheet date 54,553 81,139

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

178

28 SHARE CAPITAL (CONTINUED)

Employee Share Option Scheme (Continued)

Details relating to options exercised during the year are as follows:

Fair value of

shares at share Exercise Number of shares issued

issue date price 2005 2004

RM/share RM/share ’000 ’000

Exercise date

January 2004 – December 2004 4.06 – 5.50 3.13 – 93,764

March 2004 – December 2004 4.18 – 5.45 3.62 – 4,646

June 2004 – December 2004 4.18 – 4.88 3.69 – 223

January 2005 – December 2005 4.46 – 5.90 3.13 41,866 –

January 2005 – December 2005 4.46 – 5.90 3.62 3,228 –

January 2005 – December 2005 4.46 – 5.90 3.69 78 –

January 2005 – December 2005 4.46 – 5.90 4.05 19,486 –

2005 2004

RM’000 RM’000

Ordinary share capital – at par 64,658 98,633

Share premium 157,274 212,488

Proceeds received on exercise of share options 221,932 311,121

Fair value at exercise date of shares issued 336,638 487,799

29 PERPETUAL PREFERENCE SHARES

The Group

2005 2004

RM’000 RM’000

Authorised

Perpetual preference shares of RM1.00 each

At 1 January 200,000 –

Created during the year 300,000 200,000

At 31 December 500,000 200,000

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

179

29 PERPETUAL PREFERENCE SHARES (CONTINUED)

The Group

2005 2004

RM’000 RM’000

Issued and fully paid

Perpetual preference shares of RM1.00 each

At 1 January 200,000 –

Issued during the year – 200,000

At 31 December 200,000 200,000

On 1 September 2004, a subsidiary, BCF has allotted and issued perpetual preference shares (“PPS”) amounting to

RM200,000,000 to the jointly controlled entity, PCSB.

The main features of the PPS are as follows:

(a) The PPS has no right to dividends.

(b) In the event of liquidation, dissolution or winding-up of BCF, PCSB as holder of the PPS will be entitled to receive full

repayment of the capital paid up on the PPS in priority to any payments to be made to the ordinary shareholders of BCF.

(d) BCF must not redeem or buy back any portion of the PPS and the PPS will be perpetual except for any capital reduction

exercise permitted by the Companies Act, 1965 and as approved by Bank Negara Malaysia.

The shareholders of BCF approved the creation of RM300 million perpetual preference shares of RM1.00 each in an Extraordinary

General Meeting on 7 December 2005.

30 RESERVES

The Group The Company

Note 2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Share premium 2,038,353 1,881,079 2,038,353 1,881,079

Statutory reserves (a) 1,749,931 1,477,329 – –

Merger reserve 65,746 65,746 – –

Capital reserve 77,818 27,367 – –

Exchange fluctuation reserves (b) (103,017) (59,123) – –

Convertible bonds (equity component)

(Note 24(b)) 68,173 68,173 – –

Reserve arising on consolidation 119,747 – – –

Revaluation reserve – available-for-sale securities 6,169 198,053 – 18,355

Hedging reserve – cash flow hedge (4,339) – – –

Retained profit (c) 2,862,474 2,609,112 683,638 749,157

6,881,055 6,267,736 2,721,991 2,648,591

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

180

30 RESERVES (CONTINUED)

(a) The statutory reserves of the Group are maintained in compliance with the provisions of the Banking and Financial

Institutions Act, 1989 and include a reserve maintained by a subsidiary in compliance with the Bursa Malaysia Securities

Berhad Rules and Regulations. These reserves are not distributable by way of cash dividends.

(b) Exchange translation differences have arisen from translation of net assets of Labuan Offshore subsidiaries, foreign

subsidiary banks and foreign branches.

1967 and tax exempt income under Section 12 of the Income Tax (Amendment) Act 1999 are sufficient to frank

approximately RM313,365,171 (2004: RM414,610,676) of dividends out of its retained profit as at 31 December 2005.

The extent of the retained profit not covered at that date amounted to RM370,272,684 (2004: RM334,546,324).

31 TREASURY SHARES, AT COST

The Group and the Company

2005 2004

Units Units

’000 RM’000 ’000 RM’000

At 1 January ––35,853 153,992

Cancelled during the year ––(35,853) (153,992)

At 31 December ––––

The shareholders of the Company, via an ordinary resolution passed at the Annual General Meeting held on 18 April 2005,

approved the Company’s plan and mandate to authorise the Directors of the Company to buy back its own shares up to 10% of

existing total paid-up share capital. The Directors of the Company are committed to enhance the value of the Company to its

shareholders and believe that the share buy-back can be applied in the best interests of the Company and its shareholders.

Share buy-back transactions were financed by internally generated funds. These shares are being held as treasury shares under

the treasury stock method of accounting for share buy-backs. Treasury shares have no rights to vote, dividends and participation

in other distribution.

32 INTEREST INCOME

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Loans, advances and financing

– interest income other than recoveries 4,159,981 3,546,009 1,073 620

– recoveries from non-performing loans 245,578 213,715 – –

Money at call and deposit with financial institutions 579,270 542,555 25,895 18,075

Securities held for trading 357,047 343,210 – –

Available-for-sale securities 514,960 579,138 – –

Held-to-maturity securities 15,952 16,453 – –

Others 210,110 71,080 1,736 1,337

6,082,898 5,312,160 28,704 20,032

Accretion of discounts less amortisation of premium 73,412 84,829 12,894 13,522

Net interest suspended (131,180) (125,677) – –

6,025,130 5,271,312 41,598 33,554

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

181

33 INTEREST EXPENSE

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Deposits and placements of banks

and other financial institutions 518,811 560,574 – –

Deposits from other customers 2,010,051 1,650,560 – –

Obligation on securities sold under

repurchase agreements 65,756 54,655 – –

Bonds 97,165 50,530 64,158 45,239

Loan stocks/ICULS 72,998 64,117 – –

Subordinated Notes 76,137 58,111 – –

Others 197,965 142,254 – –

3,038,883 2,580,801 64,158 45,239

34 NON-INTEREST INCOME

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Fee income:

Commissions 170,809 164,921 – –

Fee on loans, advances and financing 173,334 121,907 – –

Portfolio management fees 16,325 46,013 – –

Service charges and fees 169,172 133,183 – –

Corporate advisory fees 58,171 59,985 – –

Guarantee fees 59,700 57,992 – –

Other fee income 201,993 170,892 1,436 2,068

849,504 754,893 1,436 2,068

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

182

34 NON-INTEREST INCOME (CONTINUED)

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Investment income:

Accretion of investment gain – – 32,665 30,316

Gain from sale of available-for-sale securities 266,562 124,228 – –

Gain from sale of securities held for trading

and derivatives 80,289 96,786 7,371 10,795

Unrealised gain/(loss) on revaluation of:

– Securities held for trading (103,706) 139,552 (27,120) 5,936

– Derivative financial instruments 101,341 (107,289) (859) 8,199

Gross dividends from:

In Malaysia

– Subsidiaries – – 249,127 236,328

– Securities held for trading 20,484 15,708 10,708 6,773

– Available-for-sale securities 8,782 3,915 – –

Outside Malaysia

– Subsidiary – – 35,267 10,642

Gain on disposal of associate – 5,116 – –

(Loss)/gain on disposal of interest in subsidiary (4,267) 73,371 18,842 40,610

369,485 351,387 326,001 349,599

Other income:

Foreign exchange gain/(loss):

– Realised 99,174 72,181 (782) 258

– Unrealised 23,882 16,759 (3,691) (1,282)

Rental income 5,520 10,717 4,112 4,106

Gain on disposal of fixed assets 2,761 186 2,246 304

Gain on disposal of leased assets 241 122 – –

Net gain from insurance business – 2,224 – –

Underwriting surplus before management expenses

(Note (a)) 76,442 50,171 – –

Net brokerage fee 119,002 95,367 – –

Other non-operating income (Note (b)) 166,621 95,469 12,066 1,181

493,643 343,196 13,951 4,567

1,712,632 1,449,476 341,388 356,234

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

183

34 NON-INTEREST INCOME (CONTINUED)

(a) Underwriting surplus before management expenses is as follows:-

The Group

2005 2004

RM’000 RM’000

Insurance premium earned 288,222 172,270

Net claims incurred (186,663) (104,524)

Net commissions (25,117) (17,575)

76,442 50,171

(b) Included in the Group’s other non-operating income is the reversal of deferred income of RM31 million (2004 :RM Nil)

relating to the compensation given by Danaharta Urus Sdn Bhd when a subsidiary bank loans were transferred to BCF in

1999. Due to the recoveries of these loans, deferral of the income is no longer required and the deferred income has

been correspondingly reversed to the income statement in the financial year ended 31 December 2005.

35 OVERHEAD EXPENSES

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Personnel costs

– Salaries, allowances and bonus 818,132 590,393 4,259 3,714

– Pension costs (defined contribution plan) 76,361 66,453 690 652

– Pension costs (defined benefit plan) (Note 21(b)) 30,753 19,212 – –

– Others 177,543 257,593 991 921

Establishment costs

– Depreciation of fixed assets 149,183 128,418 2,281 2,244

– Rental 104,319 87,823 420 231

– Insurance 13,623 12,082 378 401

– Others 243,653 193,944 2,876 8,527

Marketing expenses

– Sales commission 38,285 68,324 – –

– Advertisement 64,444 61,046 128 104

– Others 27,038 16,263 – –

Administration and general expenses

– Amortisation of goodwill 24,361 13,196 – –

– Legal and professional fees 92,117 41,082 20,451 14,256

– Communication 57,407 32,574 – –

– Others 360,880 365,004 6,989 –

2,278,099 1,953,407 39,463 31,050

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

184

35 OVERHEAD EXPENSES (CONTINUED)

The above expenditure includes the following statutory disclosures:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Directors’ remuneration (Note 38) 2,813 3,233 1,635 877

Rental of premises 94,963 81,686 – –

Hire of equipment 9,568 16,399 – –

Lease rental 42,765 2,745 – –

Auditors’ remuneration

– Statutory audit (Malaysian firm) 2,076 1,983 80 80

– Statutory audit (Overseas firms) 1,784 765 – –

– Others (Malaysian firm)

– reporting accountants 100 788 – –

– other work 3,995 2,336 432 580

– Others (Overseas firms) 528 1,102 – 1,102

Fixed assets written off 1,231 110 – –

Amortisation of premium of associates 43 43 – –

36 ALLOWANCE FOR LOSSES ON LOANS, ADVANCES AND FINANCING

The Group

2005 2004

RM’000 RM’000

Allowance for bad and doubtful debts on loans and financing

(a) Specific allowance

– made during the financial year 1,507,535 1,420,001

– written back (525,326) (300,678)

(b) General allowance

– made during the financial year 131,872 109,166

Bad debts on loan and financing

– recovered (93,273) (107,391)

– written off 1,055 1,337

1,021,863 1,122,435

During the financial year, a subsidiary bank has evaluated its portfolio of non-performing loans, advances and financing that have

been in default and that remained uncollected for more than 7 years and also those non-performing loans, advances and

financing in default for more than 5 but less than 7 years. For loans, advances and financing in default for more than 7 years, no

value is assigned as the realisable value of collateral. For loans, advances and financing which are in default for more than 5 but

less than 7 years, 50% of the realisable value of assets held has been assigned as the value of collateral. The effect of this

exercise resulted in specific allowance of RM95,788,000 (2004: RM129,416,000) made during the financial year for the Group.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

185

37 ALLOWANCE FOR/(WRITEBACK OF ALLOWANCE FOR) IMPAIRMENT OF SECURITIES

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Securities held for trading

– made during the financial year 650 – – –

– written back (234) – – –

Available-for-sale securities

– made during the financial year 100,537 35,304 – –

– written back (133) (20,497) – (1,019)

Held-to-maturity securities

– written back (184) – – –

100,636 14,807 – (1,019)

38 DIRECTORS’ REMUNERATION

The Directors of the Company in office during the year are as follows:

Executive Director

Dr. Rozali Mohamed Ali (retired on 1 January 2006)

Non-Executive Directors

Tan Sri Dato’ Mohd Desa Pachi

Dato’ Anwar Aji

Tan Sri Datuk Asmat Kamaludin

Dato’ Mohd Salleh Mahmud

Dr. Roslan A. Ghaffar

Izlan Izhab

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Executive Director

– Salary and other remuneration 1,609 450 710 224

– Benefits-in-kind 49 14 49 14

Non-Executive Directors

– Fees 600 1,246 600 411

– Other remuneration 555 1,477 276 228

– Benefits-in-kind – 46 – –

2,813 3,233 1,635 877

Included in the Group’s Non-Executive Directors’ remuneration in 2004 is amount paid to a Director in his capacity as Executive

Director for a subsidiary.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

186

38 DIRECTORS’ REMUNERATION (CONTINUED)

The number of directors whose total remuneration for the financial year which fall within the following bands are as follows:

The Group

Number of Directors

2005 2004

Range of remuneration:

Non-Executive Directors

RM50,000 and below – 1

RM50,001 – RM100,000 – 2

RM100,001 – RM150,000 4 2

RM200,001 – RM250,000 – 1

RM250,001 – RM300,000 1 –

RM350,001 – RM400,000 1 –

RM400,001 – RM450,000 – 1

Executive Directors

RM1,650,001 – RM1,700,000 1 –

RM2,150,001 – RM2,200,000 – 1*

Dr. Rozali Mohamed Ali was appointed as Executive Director of the Company on 1 September 2004.

39 TAXATION

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Current tax

Malaysian income tax 254,632 221,082 56,172 46,849

(Over)/under provision in prior years (26,529) (114,471) 6,319 (36,296)

Benefit from previously unrecognised tax loss (15,252) (44,625) – –

Share of tax of associates 2,648 3,315 – –

Share of tax of jointly controlled entities 870 75 – –

216,369 65,376 62,491 10,553

Foreign tax 74,852 41,185 59 –

Deferred tax (Note 10)

Origination and reversal of temporary differences (6,407) 83,528 (10,349) 8,256

Benefit from previously unrecognised tax loss (578) (69,856) – –

(6,985) 13,672 (10,349) 8,256

284,236 120,233 52,201 18,809

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

187

39 TAXATION (CONTINUED)

Reconciliation between tax charge and the Malaysian tax rate:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Profit before tax 1,313,485 1,052,647 279,365 314,518

Tax calculated at a rate of 28% (2004: 28%) 367,776 294,741 78,222 88,065

Income not subject to tax (107,988) (47,900) (35,444) (36,594)

Effect of different tax rates in other countries 4,048 (8,013) – –

Expenses not deductible for tax purposes 62,759 110,357 3,104 3,634

Utilisation of previously unrecognised tax losses (15,830) (114,481) – –

(Over)/under provision in prior years (26,529) (114,471) 6,319 (36,296)

Tax charge of current year 284,236 120,233 52,201 18,809

The Group

2005 2004

RM’000 RM’000

Tax losses

Tax losses which the related tax credit has not

been recognised in the financial statements 21,525 23,589

40 EARNINGS PER SHARE

(a) Basic earnings per share

Basic earnings per share of the Group is calculated by dividing the net profit for the financial year by the weighted average

number of ordinary shares in issue during the financial year.

2005 2004

Net profit for the financial year (RM’000) 826,825 734,540

Weighted average number of ordinary shares in issue (’000) 2,715,015 2,660,245

Basic earnings per share (expressed in sen per share) 30.5 27.6

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

188

40 EARNINGS PER SHARE (CONTINUED)

(b) Diluted earnings per share

For the diluted earnings per share calculation, the weighted average number of ordinary shares in issue is adjusted to

assume conversion of all dilutive potential ordinary shares. During the financial year, the Company has two categories of

dilutive potential ordinary shares: USD Zero Coupon Guaranteed Convertible Bonds and Employee Share Option Scheme.

The USD Zero Coupon Guaranteed Convertible Bonds is assumed to have been converted into ordinary shares and the

net profit is adjusted to eliminate the applicable interest expense. For the Employee Share Option Scheme, the number

of shares that could have been acquired at market price (determined as the average annual share price of the Company’s

shares) based on the monetary value of the subscription rights attached to outstanding Employee Share Options is

calculated to determine the ‘unpurchased’ shares to be added to ordinary shares outstanding for the purpose of computing

the dilution. No adjustment is made to net profit for the financial year in respect of Employee Share Options.

2005 2004

RM’000 RM’000

Net profit for the financial year 826,825 734,540

Elimination of interest expense on 1.75% Redeemable

Euro-Convertible Bonds (net of tax effect) – 19

Elimination of interest expense on USD Zero Coupon Guranteed

Convertible Bonds 19,121 5,291

Net profit used to determine diluted earnings per share 845,946 739,850

2005 2004

Unit ’000 Unit ’000

Weighted average number of ordinary shares in issue 2,715,015 2,660,245

Adjustments for

– Conversion of USD Zero Coupon Guaranteed Convertible Bonds 80,372 78,773

– Bonus element on conversion of 1.75%

Redeemable Euro-Convertible Bonds – 475

– ESOS 17,505 65,335

Weighted average number of ordinary shares for diluted earnings per share 2,812,892 2,804,828

Diluted earnings per share (expressed in sen per share) 30.1 26.4

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

189

41 DIVIDENDS PER ORDINARY SHARE

Dividends declared or proposed in respect of the financial year ended 31 December 2005 are as follows:

The Group and the Company

2005 2004

Amount of Amount of

Gross per dividend Gross per dividend

share net of tax share net of tax

sen RM’000 sen RM’000

• First and final dividend of 10 sen

gross per ordinary share less tax of 28% 10.0 198,461 10.0 195,122

• A special dividend of 5 sen gross per ordinary

share less tax of 28% 5.0 99,230 5.0 97,561

15.0 297,691 15.0 292,683

The proposed dividends for the previous financial year were approved by the shareholders and paid in the current financial year.

This is shown as a deduction from the retained profits in the statement of changes in equity.

In respect of this financial year, the proposed first and final dividend and the special dividends for ordinary shares as detailed

above will be put forth for the shareholders’ approval at the forthcoming Annual General Meeting. The proposed first and final

dividends and the special dividend will be reflected in the financial statements for the next financial year ending 31 December

2006 when approved by the shareholders.

42 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant

related party transactions and balances. The related party transactions described below were carried out on terms and conditions

obtainable in transactions with unrelated parties unless otherwise stated. Interest rates on fixed and short-term deposits were

at normal commercial rates.

The Company

2005 2004

RM’000 RM’000

Income from subsidiaries:

Interest on fixed deposits and money market 25,599 17,943

Interest on loans, advances and financing 83 113

Interest on preference shares 990 507

Accretion on held-to-maturity securities 12,894 13,522

Accretion of investment gain 32,665 30,316

Dividend income 284,394 246,970

Rental income 4,112 4,106

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

190

42 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

The Company

2005 2004

RM’000 RM’000

Amount due from subsidiaries:

Current accounts, deposits and placements 450,581 1,328,411

Loans, advances and financing 2,010 2,610

ICULS 2001/2011 439,255 406,589

Amount due to Commerce Capital (Labuan) Ltd 463,710 463,855

Detachable coupons 134,422 170,527

The Company

2005 2004

Units Units

Director

Employee Share Option Scheme (a) – 800,000

(a) The employee share options were granted to a Director on the same terms and conditions as those offered to other

employees of the Company as disclosed in Note 28 to the financial statements.

43 COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Group and the Company enter into various commitments and incur certain contingent

liabilities with legal recourse to its customers. No material losses are anticipated as a result of these transactions. The commitments

and contingencies are not secured against the Group’s and Company’s assets.

The commitments and contingencies constitute the following:

2005 2004

Risk Risk

Credit weighted Credit weighted

Principal equivalent amount Principal equivalent amount

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

The Group

Direct credit substitutes 4,047,929 4,047,929 1,964,139 3,079,400 3,079,400 2,310,163

Certain transaction-related

contingent items 3,331,837 1,774,632 1,135,033 2,865,650 1,432,826 965,868

Short-term self-liquidating trade-

related contingencies 2,968,051 593,611 174,346 3,297,660 659,532 522,013

Obligations under underwriting

agreement 397,761 198,881 190,614 390,493 195,245 187,246

Irrevocable commitments to

extend credit:

– Maturity not exceeding

one year 21,536,945 ––20,710,987 ––

– Maturity exceeding one year 4,348,572 2,174,289 1,773,795 3,886,611 1,943,306 1,083,764

Miscellaneous commitments and

contingencies 4,916,884 4,893 – 5,736,705 ––

41,547,979 8,794,235 5,237,927 39,967,506 7,310,309 5,069,054

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

191

43 COMMITMENTS AND CONTINGENCIES (CONTINUED)

2005 2004

Risk Risk

Credit weighted Credit weighted

Principal equivalent amount Principal equivalent amount

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

The Group

Foreign exchange related contracts:

– less than one year 11,248,639 154,051 45,265 9,275,483 94,140 30,165

– one year to less than five years 2,250,630 229,066 73,477 1,488,800 159,820 31,964

– five years and above 326,231 50,635 25,318 –––

13,825,500 433,752 144,060 10,764,283 253,960 62,129

Interest rate related contracts:

– less than one year 23,616,446 40,127 7,679 49,380,750 31,116 6,260

– one year to less than five years 64,120,840 1,047,056 297,708 101,282,876 763,814 176,527

– five years and above 6,150,725 356,216 80,475 7,143,743 334,455 63,038

93,888,011 1,443,399 385,862 157,807,369 1,129,385 245,825

Equity related contracts:

– less than one year 39,094 ––25,180 ––

– one year to less than five years 170,627 ––22,579 ––

209,721 ––47,759 ––

Commodity related contracts:

– less than one year 8,533 –––––

149,479,744 10,671,386 5,767,849 208,586,917 8,693,654 5,377,008

The Company

Interest rate related contracts:

– less than one year 90,000 258 129 –––

– one year to less than five years 160,000 1,634 817 250,000 4,100 2,050

250,000 1,892 946 250,000 4,100 2,050

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

192

43 COMMITMENTS AND CONTINGENCIES (CONTINUED)

Breakdown of foreign exchange contracts and interest rate contracts:

2005 2004

Risk Risk

Credit weighted Credit weighted

Principal equivalent amount Principal equivalent amount

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

The Group

Foreign exchange related

contracts:

– Forward exchange contracts 4,094,689 51,482 40,619 4,403,433 44,443 29,314

– Cross currency swaps 7,808,310 303,295 87,397 5,326,159 119,813 14,874

– Cross currency interest

rate swap 793,696 69,259 13,852 819,714 89,130 17,826

– Foreign exchange swaps 1,128,805 9,716 2,192 214,977 574 115

13,825,500 433,752 144,060 10,764,283 253,960 62,129

Interest rate related

contracts:

– Interest rate futures 31,944,242 ––122,512,616 ––

– Interest rate swaps 58,912,369 1,410,563 369,914 35,278,753 1,129,375 245,823

– Interest rate option 3,031,400 32,836 15,948 16,000 10 2

93,888,011 1,443,399 385,862 157,807,369 1,129,385 245,825

Equity related contracts:

– Future contracts 39,094 ––13,830 ––

– Put option 170,627 ––33,929 ––

209,721 ––47,759 ––

Commodity related

companies:

– Options 8,533 –––––

107,931,765 1,877,151 529,922 168,619,411 1,383,345 307,954

The Company

Interest rate related contracts:

– Interest rate swaps 250,000 1,892 946 250,000 4,100 2,050

The Group has also given a continuing guarantee to Bank Negara Malaysia and Labuan Offshore Financial Services Authority to

meet the liabilities and financial obligations and requirements of its subsidiaries, Bumiputra-Commerce Bank (L) Limited and

CIMB (L) Limited respectively, arising from their offshore banking business in the Federal Territory of Labuan.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

193

44 CAPITAL COMMITMENTS

Capital expenditure approved by Directors but not provided for in the financial statements are as follows:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Capital expenditure:

Authorised and contracted for 706,764 466,882 337,500 339,020

Authorised but not contracted for 678,539 810,671 200,000 421,650

At 31 December 1,385,303 1,277,553 537,500 760,670

Analysed as follows:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Fixed assets 1,053,577 840,703 337,500 339,020

Subscription for investments 181,134 15,200 150,000 –

Acquisition of subsidiary 104,236 – 50,000 –

Bank guarantee 46,356 – – –

Subscription of additional shares in subsidiary – 421,650 – 421,650

At 31 December 1,385,303 1,277,553 537,500 760,670

45 LEASE COMMITMENTS

The lease commitments are in respect of rented premises and hired equipment, all of which are classified as operating leases.

A summary of the non-cancellable long-term commitments net of sub-leases are as follows:

The Group

2005 2004

RM’000 RM’000

Within one year 25,938 48,881

One year to five years 39,011 40,446

Over five years – 187,121

46 SEGMENT REPORTING

(a) Primary reporting format – business segments

Definition of segments

For management purposes, the Group is organised into eight major operating divisions. The divisions form the basis on

which the Group reports its primary segment information.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

194

46 SEGMENT REPORTING (CONTINUED)

(a) Primary reporting format – business segments (continued)

Corporate Banking

Corporate and institutional banking focus on the large listed corporations, multinational companies, Federal and State

Government clients. It promotes traditional banking products, project financing, corporate loans, margin lending and

others. Included under Corporate Banking are offshore activities carried out by Bumiputra-Commerce Bank (L) Limited,

the offshore banking arm for the Group. Borrowing and lending facilities are offered in major currencies mainly to corporate

clients.

Business Banking

Business banking focuses on middle market customers. It promotes trade finance and overdraft facilities for small and

medium enterprises. Also, included under this segment is the commercial banking and related financial services of South

East Asian Bank Limited, which focuses predominantly on the middle market customers. Leasing and financing activities

carried out by Bumiputra-Commerce FactorsLease Berhad (formerly known as Bumiputra-Commerce Leasing Berhad)

whose clientele consist of mainly middle market customers have also been included in this segment.

Retail Banking

Retail banking focuses on individual customers and small businesses. It promotes products such as residential mortgages,

shophouse loans, shares financing and other various type of retail and consumer loans.

Treasury

Treasury focuses on treasury activities and services which include foreign exchange, money market, derivatives and

capital market instruments trading.

Financial advisory and underwriting business

Financial advisory and underwriting business mainly comprise fees derived from structured financial solutions, origination

of capital market products including debt and equity, mergers and acquisitions, secondary offerings, asset backed securities,

debt restructurings, corporate advisory, Islamic capital market products and project advisory. In addition, this segment

also includes underwriting of primary equities and debt products.

Debt related

Debt related mainly comprises proprietary trading and market making in the secondary market for debt, debt related

derivatives and structured products. It includes the origination of lending products such as corporate loans and margin

lending. It also invests in proprietary capital.

Equity related

Equity related mainly comprises institutional and retail broking business for securities listed on Bursa Malaysia Securities

Berhad. It also includes income from trading and investing in domestic and regional equities market.

Support and others

Support comprises all back-office processes, cost centres and non-profit generating divisions in the subsidiary bank.

Other business segments in the Group include investment holding, fund management, unit trust manager, life assurance

business, offshore activities and other related financial services, whose results are not material to the Group and thus do

not render separate disclosure in the financial statements and have been reported in aggregate.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

195

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

46 SEGMENT REPORTING (CONTINUED)

(a) Primary reporting format – business segments (Continued)

2005

Financial Asset

advisory and management Support

Retail Business Corporate underwriting Debt Equity and securities and

Group banking banking banking Treasury business business business services others Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Net interest income

– external 1,414,769 837,982 354,411 244,064 – 209,062 ––(74,041) 2,986,247

– inter-segment 133,199 (13,768) 175,922 (309,210) ––––13,857 –

1,547,968 824,214 530,333 (65,146) – 209,062 ––(60,184) 2,986,247

Non-interest income 238,616 242,182 205,777 290,594 166,626 170,290 171,667 48,603 202,378 1,736,733

1,786,584 1,066,396 736,110 225,448 166,626 379,352 171,667 48,603 142,194 4,722,980

Overhead expenses (726,187) (276,292) (102,397) (37,937) (52,121) (90,733) (114,885) (33,065) (781,381) (2,214,998)

Profit before allowances 1,060,397 790,104 633,713 187,511 114,505 288,619 56,782 15,538 (639,187) 2,507,982

Allowance for losses on

loan, advances and

financing (481,710) (489,058) (60,591) ––9,496 –––(1,021,863)

Allowance for other

receivables – (134) – (1,729) 413 (5,631) (9,219) 282 (594) (16,612)

Provision for commitment

and contingencies – (61) ––––––(623) (684)

Allowance for impairment of

securities ––(20,700) (62,726) ––––(17,210) (100,636)

Segment result 578,687 300,851 552,422 123,056 114,918 292,484 47,563 15,820 (657,614) 1,368,187

Unallocated costs ––––––––(38,740) (38,740)

Share of results of jointly

controlled entities (1,824) ––––––––(1,824)

Share of results of associates ––––––––10,223 10,223

Goodwill amortisation ––––––––(24,361) (24,361)

Profit before taxation 576,863 300,851 552,422 123,056 114,918 292,484 47,563 15,820 (710,492) 1,313,485

Taxation ––––––––(280,718) (280,718)

Share of tax of associates ––––––––(2,648) (2,648)

Share of tax of jointly

controlled entities ––––––––(870) (870)

Zakat ––––––––(22) (22)

Net profit after taxation

before minority interests 576,863 300,851 552,422 123,056 114,918 292,484 47,563 15,820 (994,750) 1,029,227

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

196

46 SEGMENT REPORTING (CONTINUED)

(a) Primary reporting format – business segments (Continued)

2005

Financial Asset

advisory and management Support

Retail Business Corporate underwriting Debt Equity and securities and

Group banking banking banking Treasury business business business services others Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Segment assets 28,030,304 20,358,709 20,658,182 22,801,600 29,704 12,066,073 1,200,952 133,261 4,426,016 109,704,801

Investment in associates ––––––285 57,951 37,347 95,583

28,030,304 20,358,709 20,658,182 22,801,600 29,704 12,066,073 1,201,237 191,212 4,463,363 109,800,384

Unallocated assets ––––––––3,725,580 3,725,580

Total assets 28,030,304 20,358,709 20,658,182 22,801,600 29,704 12,066,073 1,201,237 191,212 8,188,943 113,525,964

Segment liabilities 19,512,507 18,718,312 25,219,220 24,002,177 1,747 10,995,275 750,022 87,830 2,741,239 102,028,329

Unallocated liabilities ––––––––391,157 391,157

Total liabilities 19,512,507 18,718,312 25,219,220 24,002,177 1,747 10,995,275 750,022 87,830 3,132,396 102,419,486

Other segment items

Incurred capital expenditure 24,080 22,249 1,599 792 3,238 6,914 15,144 3,551 157,256 234,823

Depreciation of fixed assets 38,171 16,042 2,988 422 1,327 2,894 5,444 2,270 79,625 149,183

Accretion of discounts

less amortisation

of premium –––(84,125) – 11,290 ––(577) (73,412)

Basis of pricing for inter-segment transfers:

Intersegmental charges are computed on the interest-bearing assets and liabilities of each business segment with rates applied

based on the interest

yield curve according to the term structure of maturity.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

197

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

46 SEGMENT REPORTING (CONTINUED)

(a) Primary reporting format – business segments (Continued)

2004

Financial Asset

advisory and management Support

Retail Business Corporate underwriting Debt Equity and securities and

Group banking banking banking Treasury business business business services others Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Net interest income

– external 1,350,156 667,414 218,187 368,526 – 187,024 ––(100,796) 2,690,511

– inter-segment 124,174 15,370 208,148 (478,990) ––––131,298 –

1,474,330 682,784 426,335 (110,464) – 187,024 ––30,502 2,690,511

Non-interest income 181,416 196,554 193,692 206,591 139,848 89,714 111,698 14,523 330,275 1,464,311

1,655,746 879,338 620,027 96,127 139,848 276,738 111,698 14,523 360,777 4,154,822

Overhead expenses (655,096) (207,287) (86,915) (25,844) (50,340) (71,552) (26,562) (7,498) (771,472) (1,902,566)

Profit before allowances 1,000,650 672,051 533,112 70,283 89,508 205,186 85,136 7,025 (410,695) 2,252,256

Allowance for losses on

loan, advances and

financing (323,047) (538,859) (291,656) 30,122 – 5,221 ––(4,216) (1,122,435)

Allowance for other

receivables ––––(14,826) – 3,318 – (19) (11,527)

Provision for commitment

and contingencies ––––––––(259) (259)

Allowance for impairment

of securities ––(4,443) (5,361) – (6,022) ––1,019 (14,807)

Segment result 677,603 133,192 237,013 95,044 74,682 204,385 88,454 7,025 (414,170) 1,103,228

Unallocated costs ––––––––(37,645) (37,645)

Share of results of jointly

controlled entities (3,509) ––––––––(3,509)

Share of results of associates ––––––––3,769 3,769

Goodwill amortisation ––––––––(13,196) (13,196)

Profit before taxation 674,094 133,192 237,013 95,044 74,682 204,385 88,454 7,025 (461,242) 1,052,647

Taxation ––––––––(116,843) (116,843)

Share of tax of associates ––––––––(3,315) (3,315)

Share of tax of jointly

controlled entities ––––––––(75) (75)

Net profit after taxation

before minority interest 674,094 133,192 237,013 95,044 74,682 204,385 88,454 7,025 (581,475) 932,414

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

198

46 SEGMENT REPORTING (CONTINUED)

(a) Primary reporting format – business segments (Continued)

2004

Financial Asset

advisory and management Support

Retail Business Corporate underwriting Debt Equity and securities and

Group banking banking banking Treasury business business business services others Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Segment assets 23,267,991 18,887,818 21,734,356 26,958,199 67,129 14,040,815 607,050 6,800 2,292,367 107,862,525

Investment in associates ––––––1,274 – 69,871 71,145

23,267,991 18,887,818 21,734,356 26,958,199 67,129 14,040,815 608,324 6,800 2,362,238 107,933,670

Unallocated assets ––––––––4,448,921 4,448,921

Total assets 23,267,991 18,887,818 21,734,356 26,958,199 67,129 14,040,815 608,324 6,800 6,811,159 112,382,591

Segment liabilities 23,003,754 15,983,097 30,280,003 19,046,315 3,085 12,723,247 385,592 13,392 263,510 101,701,995

Unallocated liabilities ––––––––680,280 680,280

Total liabilities 23,003,754 15,983,097 30,280,003 19,046,315 3,085 12,723,247 385,592 13,392 943,790 102,382,275

Other segment items

Incurred capital expenditure 39,939 28,059 1,476 509 1,857 6,919 4,642 3,609 120,653 207,663

Depreciation of fixed assets 29,341 13,734 1,311 402 1,710 6,486 2,866 775 71,793 128,418

Accretion of discounts less

amortisation of premium –––(84,927) – 632 ––(534) (84,829)

Basis of pricing for inter-segment transfers:

Intersegmental charges are computed on the interest-bearing assets and liabilities of each business segment with rates applied

based on

the interest yield curve according to the term structure of maturity.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

199

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

46 SEGMENT REPORTING (CONTINUED)

(b) Secondary reporting format – geographical segments

The Group’s business segments are managed on a worldwide basis and they operate mainly in three main geographical areas:

– Malaysia, the home country of the Group, which includes all the areas of operations in the primary business segments.

– Indonesia, the areas of operation in this country include all the primary business segments of its subsidiary bank, PT

Bank Niaga Tbk.

– Other countries include branch and subsidiary operations in Singapore, Japan, United Kingdom, Hong Kong and Republic

of Mauritius. The overseas operations are involved mainly in corporate lending and borrowing activities. With the

exception of Malaysia and Indonesia, no other individual country contributed more than 10% of the consolidated net

interest income or assets.

Net interest Total Capital

income assets expenditure

RM’000 RM’000 RM’000

The Group

2005

Malaysia 2,389,087 96,140,776 170,272

Indonesia 584,565 15,948,335 55,778

Other countries 12,595 1,436,853 8,773

2,986,247 113,525,964 234,823

2004

Malaysia 2,066,011 89,239,931 169,133

Indonesia 531,464 12,489,847 33,204

Other countries 93,036 10,652,813 5,326

2,690,511 112,382,591 207,663

47 CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the Group and the Company’s cash flow statement comprise the following:

The Group The Company

2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

Cash and balances with banks and

other financial institutions 2,321,022 3,352,456 2,596 9,840

Money at call and deposit placements

maturing within one month 9,757,123 13,282,478 447,985 1,318,571

12,078,145 16,634,934 450,581 1,328,411

Included in cash and short-term funds of the Group are trust accounts maintained by the securities subsidiaries in trust for

clients’ and dealer’s representatives amounting to RM31,959,000 (2004: RM35,339,000) and RM7,954,000 (2004: RM6,206,000)

respectively.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

200

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Bumiputra-Commerce Holdings Berhad (“the Company”)

(a) Approval to establish Takaful

On 25 April 2005, Suruhanjaya Syarikat Malaysia has approved the incorporation of a new company, a wholly owned

subsidiary of the Company to undertake Takaful business under the Takaful Act 1984. The name of the new company will

be announced upon approval being obtained from the relevant authorities.

The business shall commence upon obtaining a certificate for commencement of business and other pre-registration

conditions have been satisfactorily met and approved by Bank Negara Malaysia (“BNM”).

(b) Possible merger of the businesses of Southern Bank Berhad (“SBB”) Group and CIMB Group

BNM had, on 21 October 2005, granted its approval for the Company and its subsidiaries, namely, CIMB Group Sdn Bhd,

Bumiputra-Commerce Bank Berhad and/or Commerce International Merchant Bankers Berhad to enter into discussions

with the identified shareholders for the possible merger of the above.

On 24 October 2005, pursuant to the restructuring exercise of Commerce group, the Company has announced that its

name has been changed to Bumiputra-Commerce Holdings Berhad.

(d) Incorporation of Commerce International Group Berhad (“CIG”)

The Company had on 28 October 2005 incorporated a new company, Commerce International Group Berhad (“CIG”)

pursuant to the restructuring exercise of the insurance subsidiaries of the Group.

Subject to the approval of the authorities, CIG shall be the holding company of all the insurance subsidiaries of the Group

namely Commerce Assurance Berhad, Commerce Life Assurance Berhad and Commerce Takaful Berhad.

(e) Incorporation of PT Commerce Kapital

The Company has announced on the incorporation of a new subsidiary company, PT Commerce Kapital. The final approval

in relation to the incorporation was obtained from the relevant authority of the Republic of Indonesia on 29 December

2005.

PT Commerce Kapital will hold at least 1% of PT Bank Niaga’s shares which will be made unlisted in order to comply with

the regulatory requirement of the Republic of Indonesia.

PT Commerce Kapital is 99% owned by the Company and 1% owned by CIMB Holdings Sdn Bhd.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

201

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)

Bumiputra-Commerce Bank Berhad (“BCB”) Group

(a) Proposed merger between BCB and Bumiputra-Commerce Finance Berhad (“BCF”)

On 29 July 2005, Commerce International Merchant Bankers Berhad (“CIMB”) announced on behalf of the Board of

Directors of the Company that BCB and BCF propose to carry out the BCF merger.

The Minister of Finance (“MoF”) through Bank Negara Malaysia (“BNM”) had, via the letter from BNM dated 19 August

2005, granted amongst others, its approvals for the following in relation to the BCF merger:

(i) Cancellation of the RM200 million perpetual preference shares (“PPS”) of BCF and the issuance of new PPS of

BCB and for the new PPS of BCB to be classified;

(ii) Redemption of the RM125 million redeemable convertible preference shares of BCF;

(iii) Capitalisation of the statutory reserves, distributable reserves and retained earnings of BCF by BCB, which will be

effected following the surrender of BCF’s banking license to BNM; and

(iv) Reduction of the share capital of BCF through a capital reduction exercise prior to the subsequent liquidation of

BCF.

The Securities Commission had via its letter dated 5 October 2005 approved the proposed new PPS issuance.

On 30 November 2005, BCB and BCF had entered into a business transfer agreement (“BTA”) to give effect to the

proposed transfer of finance company business and assets and liabilities of BCF to BCB (inclusive of BCF’s subsidiary,

I-Prestige Sdn Bhd and joint venture company, PCSB), an integral part of the merger. The order of High Court of Malaya

for the proposed transfer in relation to the BCF merger was obtained on 29 December 2005.

(b) Commerce TIJARI Bank Berhad

Commerce TIJARI Bank Berhad, a wholly owned subsidiary of BCB, commenced operations on Islamic banking business

and related financial services on 14 April 2005.

CIMB Berhad Group

(a) (i) Acquisition of the stockbroking and stockbroking related companies of G.K. Goh Holdings Limited

(“stockbroking businesses”) by CIMB-GK Pte Ltd (“CIMB-GK”), a wholly-owned subsidiary of CIMB Berhad

incorporated in Singapore

CIMB Berhad had on 13 January 2005 entered into a conditional Sale and Purchase Agreement with G.K. Goh

Holdings Limited (“GKGH”) for the acquisition of the stockbroking businesses from GKGH by CIMB-GK for a total

cash consideration of SGD239.14 million (equivalent to approximately RM554.80 million).

The acquisition was completed in July 2005.

(ii) Issuance of CIMB Berhad ordinary shares to the Company

CIMB Berhad had on 13 January 2005 entered into a placement agreement with the Company for the issuance of

93,663,167 new ordinary shares of RM1.00 each in CIMB Berhad at an issue price of RM4.50 per CIMB Berhad

share for a total cash consideration of approximately RM421.48 million.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

202

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)

CIMB Berhad Group (Continued)

(iii) Renounceable restricted offer for sale of the CIMB Berhad’s share by the Company

Upon completion of (i) and (ii) above, the Company offered CIMB Berhad’s shares for sale to the existing CIMB

Berhad’s shareholders, at an offer price of RM4.50 per CIMBB share on the basis of one CIMBB share for every

nine existing CIMBB shares.

The renounceable restricted offer for sale was completed on 21 September 2005.

(b) Acquisition of Sesama Medical College Management Sdn Bhd (“SMCM”)

On 1 April 2005, CIMB Berhad through its wholly-owned subsidiary, CIMB Private Equity Sdn Bhd (“CIMB PE”) had

proposed to acquire 2,175,000 ordinary shares of RM1.00 each in SMCM representing approximately 25.0% equity

interest in SMCM for a cash consideration of RM30 million.

The acquisition was completed on 17 October 2005.

CIMB PE subsequently increased its equity interest to 37% following the unconditional mandatory offer for the remaining

ordinary shares not already owned by acquiring 1,042,500 ordinary shares of RM1.00 each in SMCM for a cash consideration

of RM14.37 million.

Trust Berhad) (“CPAM”) and 10% equity interest in Commerce Asset Fund Managers Sdn Bhd (“CAFM”)

On 22 April 2005, CIMB Berhad had entered into a share sale agreement for the Proposed CPAM Shares Disposal and

Proposed CAFM Shares Disposal (“Proposed Disposals”) with Principal International (Asia) Limited (“PIA”), for a total

cash consideration of RM9 million.

The Proposed Disposals entail CIMB Berhad disposing and PIA acquiring, the 700,000 CPAM shares and 550,000 CAFM

shares which represent 10% equity interest in CPAM and 10% equity interest in CAFM.

The disposals were completed on 30 August 2005.

(d) Acquisition of P.T. CIMB Niaga Securities (“PTCNS”)

CIMB Berhad had on 17 August 2005 announced of the proposed acquisition by CIMB-GK Pte Ltd (“CIMB-GK”), a

wholly-owned subsidiary, of approximately 48% equity interest of PTCNS from P.T. Bank Niaga TBK, a subsidiary of

BCHB for a cash consideration of Indonesian Rupiah (“IDR”) 27,616,009,158 (equivalent to RM10.58 million).

The acquisition was completed on 20 October 2005.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

203

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)

CIMB Berhad Group (Continued)

(e) Proposed rationalisation of the fund management business of CAFM with unit trust business of CPAM (“Proposed

Business Rationalisation”)

On 10 December 2004, CIMB Berhad proposed to undertake a rationalisation of its fund management and unit trust

businesses through CPAM. In relation thereto, CAFM had on 9 December 2004, entered into the Business Rationalisation

Agreement with CPAM for the purpose of the Proposed Business Rationalisation whereby CAFM shall sell and transfer

to CPAM the assets and liabilities in relation to or utilised in the fund management business of CAFM (“CAFM Business”)

to form a single fund management and unit trust entity under CPAM.

CPAM will assume the obligations and responsibilities in discharging all the liabilities and other obligations of CAFM

pursuant to the CAFM Business and in consideration, CAFM will transfer and vest to CPAM all its rights, titles and

interests on the assets including all rights of enforcements, demands, claims and entitlements of CAFM arising from or

in connection with the fund management business of CAFM, up to and including the completion date of the Proposed

Business Rationalisation.

The Proposed Business Rationalisation was completed on 31 May 2005. With effect from 1 June 2005, the fund

management and unit trust businesses of CAFM and CPAM were merged under a single entity, to be known as CIMB-

Principal Asset Management Berhad.

(f) CIMB Group Rationalisation – Proposed Integration of CIMBB Group and BCB Group

• Proposed acquisition by CIMB Group Sdn Bhd (“CIMBG”), a wholly-owned subsidiary of CIMB Berhad (“CIMBB”), of

all the assets (inclusive of its shareholdings in all its subsidiaries and associated companies) and liabilities of CIMBB

(“Proposed CIMBB Acquisition”);

• Proposed acquisition by CIMBG of 2,063,920,111 ordinary shares of RM1.00 each in Bumiputra-Commerce Bank

Berhad (“BCB”) held by the Company representing approximately 99.998% of the issued and paid-up share capital of

BCB (“Proposed BCB Acquisition”);

• Proposed acquisition by the Company of all such ordinary shares of RM1.00 each in CIMBG held by CIMBB after the

proposed CIMBB Acquisition and proposed BCB Acquisition via a mandatory take-over offer (“Proposed CIMBG

Acquisition”); and

• Proposed section 176 scheme of arrangement involving CIMBB, the Company and other shareholders of CIMBB in

relation to the capital repayment of cash or share alternative in the form of new ordinary shares of RM1.00 each to be

issued by the Company (“BCHB Shares”) as at an entitlement date to be determined later, on the basis of approximately

1.146 new BCHB shares for every one (1) ordinary share of RM1.00 each in CIMBB (“CIMBB Share”) (“Proposed

CIMBB Scheme”).

The Proposed CIMBB Acquisition, Proposed BCB Acquisition and Proposed CIMBG Acquisition are collectively referred

to as “Proposed CIMBB Restructuring” and the Proposed CIMBB Restructuring and Proposed CIMBB Scheme are

collectively referred to as the “Proposals”.

With reference to the announcement dated 6 June 2005, CIMB Berhad announced that the Minister of Finance

(“MoF”) through BNM had, via the letter from BNM dated 19 August 2005 (“BNM Letter”) granted the necessary

approvals pursuant to the Banking and Financial Institutions Act, 1989 to give effect to the Proposed CIMBB

Restructuring.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

204

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)

CIMB Berhad Group (Continued)

(f) CIMB Group Rationalisation – Proposed Integration of CIMBB Group and BCB Group (Continued)

The approval of the MoF is subject to the following conditions:

(i) Following the completion of the Proposed CIMBB Restructuring, CIMBG will be classified as a bank-holding company

and accordingly the Company (as the ultimate bank-holding company) and CIMBG will be subject to such relevant

guidelines and are required to obtain such approvals from BNM which would be necessary in their roles as bank-

holding companies;

In addition, following the completion of the Proposed CIMBB Restructuring, CIMBB will no longer be considered a

bank-holding company and accordingly, the conditions previously imposed by the MoF on CIMBB will no longer

apply to CIMBB. CIMBG will assume these conditions in its role as a bank-holding company instead; and

(ii) The Proposed CIMBB Restructuring must be completed by 18 August 2006.

The Company is also pleased to announce that via the BNM letter, BNM had granted its approvals for the following,

amongst others:

1) The incorporation of a wholly-owned subsidiary of CIMBB for the purposes of the Proposed CIMBB

Restructuring;

2) The increase in the authorised share capital of CIMBB from RM2 billion to RM7 billion for the Proposals; and

3) The change of the Company name from Commerce Asset-Holding Berhad to Bumiputra-Commerce Holdings

Berhad.

Following the receipt of the abovementioned approvals, the Company had on 19 August 2005 acquired 2 ordinary shares

of RM1.00 each in CIMBG, a company incorporated under the Companies Act, 1965, representing 100% equity interest

in CIMBG, for total cash consideration of RM2 from Ng Ing Peng and Rossaya binti Mohd. Nashir. The authorised share

capital of CIMBG is RM100,000 comprising 100,000 ordinary shares of RM1.00 each.

Following the acquisition of the abovementioned equity interest in CIMBG on 19 August 2005, the Company entered into

a reconstruction agreement with CIMBG for the Proposed CIMBB Acquisition (“Reconstruction Agreement”), while

CIMBG and the Company had on the same day entered into a restructuring agreement for the Proposed BCB Acquisition

(“Restructuring Agreement”).

The Proposed CIMBB acquisition, Proposed BCB Acqusition and Proposed CIMBG Acquisition were completed on 9

January 2006 while the Proposed CIMBB Scheme is expected to be completed by the end of the first quarter of 2006.

Pursuant to the CIMBB Restructuring, the CIMBB ESOS was modified whereby a trust was set up to subscribe for all the

remaining CIMBB Shares through an accelerated vesting of the unexercisable tranches under the CIMBB ESOS. The

ESOS Trustee shall opt for new shares in the Company at the ratio of approximately 1.146 of the Company’s shares for

one (1) CIMBB Share held pursuant to the CIMBB Scheme. The Executive Employees will then be entitled to instruct the

ESOS Trustee to the sale on Bursa Securities or transfer to them such shares of the Company in accordance with the

terms and conditions of the Modified Scheme for CIMBB ESOS agreed between the Executive Employees, the ESOS

Trustee and CIMBB.

On 23 December 2005, 35,794,044 shares were exercised through the accelerated vesting of the unexercisable tranches

under the CIMBB ESOS.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

205

48 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)

(f) CIMB Group Rationalisation – Proposed Integration of CIMBB Group and BCB Group (Continued)

Pursuant to the CIMBB Restructuring, the CIMBB CEO option was modified whereby a trust was set up to subscribe for

the remaining unexercisable options on CIMBB shares being delisted on 24 January 2006. The modified CEO option will

encompass a trust being set up to acquire the remaining CIMBB shares under the CEO option scheme via an accelerated

vesting of the unexercisable options at a ratio of approximately 1.146 of the Company’s shares for one (1) CIMBB share

held by which, the CEO will be entitled to instruct the trust as to the sale or transfer of such shares in the same manner

as similarly provided under the existing CEO option.

Payment for the acquisition of the CIMBB shares by the trustee for the trust to the Company will be deferred. Such

amounts deferred will be recovered upon instruction by the CEO to transfer or sell in the market whereby a proportion of

the proceeds will be retained by the trust and used to offset the deferred amounts.

PT Bank Niaga (“Bank Niaga”) Group

(a) Disposal of investment in foreign subsidiaries, Niaga Finance Company Ltd., Hong Kong and its subsidiary, Niaga

Remittance Ltd., Hong Kong (“Niaga Finance Group”) by PT Bank Niaga

On 31 January 2005, PT Bank Niaga has received the second installment payment of HKD25 million in relation to the

above disposal.

(b) Subordinated Bonds

On 14 July 2005, Bank Niaga issued subordinated bonds through its Cayman Islands branch of USD100 million which will

mature on 14 July 2015 but callable at the Issuer’s option starting 2010. The subordinated bonds were issued at the price

of 99.188% with a fixed interest rate of 7.75% per annum from 14 July 2005 to 14 July 2010 and thereafter, at a rate per

annum equal to the US Treasury Rate plus 6.1875%.

As approved by Bank Niaga’s Extraordinary Shareholders’ Meeting on 25 August 2005, Bank Niaga increased its issued

and paid up capital by issuing new shares through rights issue from the unissued capital of 3,970,987,908 class B shares

with nominal value of IDR50 per share with exercise price of IDR330 per share. Total fund received from the rights issue

was IDR1.3 trillion. Warrants issued amounted to 1,985,493,954 and are attached to the new shares issuance.

(d) Disposal of Subsidiaries

On 20 October 2005, Bank Niaga disposed its entire equity interest of 49% in PT CIMB Niaga Securities with proceeds

of IDR28.19 billion which resulted in a net gain of IDR3.87 billion.

On 21 November 2005, Bank Niaga disposed its entire equity interest of 53% in PT Niaga International Factor with

proceeds of IDR1.89 billion which resulted in a net gain of IDR1.37 billion.

(e) Acquisitions of additional Class B shares and subscription of Rights Issue of IDR 50 each in PT Bank Niaga TBK

During the financial year, BCHB Group had acquired additional 3,624,879,606 Class B shares for a total consideration of

IDR1.36 trillion (or approximately RM514.4 million).

Pursuant to the Acquisitions, BCHB Group currently holds 7,757,979,706 Class B shares, representing approximately

65.29% equity interest in Bank Niaga, of which 64.25% is held by the Company, 0.69% is held by PT Commerce Kapital

and 0.35% is held by PT CIMB-GK Securities Indonesia (formerly known as PT GK Goh Indonesia).

The above acquisitions exercise includes shares subscription by the Company on 16 September 2005 pursuant to rights

issue exercise undertaken by Bank Niaga. The Company had subscribed for its entitlement of 2,543,890,254 Class B

shares for a total consideration of IDR839.5 trillion (or approximately RM312.3 million).

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

206

49 SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE

(a) Merger between BCB and BCF

Pursuant to the Vesting Order obtained from the High Court on 29 December 2005, the finance company business and

the related assets and liabilities of BCF (including I-Prestige Sdn Bhd and Proton Commerce Sdn Bhd) were transferred to

BCB on 1 January 2006.

(b) Takaful business – Registration under the Takaful Act 1984 for commencement of business

On 4 January 2006, the Company had announced that BNM has informed that a wholly-owned subsidiary, Commerce

Takaful Berhad has been registered under Section 8 of the Takaful Act 1984, effective from 30 December 2005 to

commence its General and Family Takaful business.

of all its subsidiaries and associated companies) and liabilities of CIMBB (“CIMBB acquisition”);

Acquisition by CIMBG of all the ordinary shares of RM1.00 each in BCB (“BCB acquisition”);

Acquisition by the Company of all such ordinary shares of RM1.00 each in CIMBG held by CIMBB after the

proposed CIMBB acquisition via a mandatory take-over offer (“CIMBG acquisition”); and

Section 176 Scheme of Arrangement involving CIMBB, the Company and other shareholders of CIMBB relating

to capital repayment of cash or share alternative in the form of new ordinary shares of RM1.00 each to be issued

by the Company.

On 11 January 2006, it was announced that following the issuance/transfer of CIMBG shares pursuant to the CIMBB

acquisition, BCB acquisition and CIMBG acquisition, the CIMBB restructuring has been completed on 9 January 2006.

On the even date, 11 January 2006, CIMBB has obtained the sanction of the High Court of Malaya for the CIMBB scheme

and accordingly, the notice of books closure for the CIMBB scheme has been announced on the same date.

On 13 January 2006, CIMBB has announced that trading of CIMBB’s shares will be suspended with effect from 9am, 24

January 2006 to facilitate the implementation of the CIMBB scheme.

The CIMBB restructuring was completed where CIMB and BCB has entered into a Business Transfer Agreement, whereby

BCB has acquired the assets and liabilities of CIMB for a consideration based on the consolidated net book value of CIMB

assets and liabilities, (save for the investment in CIMB (L) which will be based on the consolidated NTA of CIMB (L)), to

be satisfied by the issuance of such number of new BCB shares as at 31 December 2004. In conjunction with the

proposed CIMB acquisition, BCB will assume the obligations and responsibilities in discharging all the liabilities and

obligations of CIMB and in consideration, CIMB will transfer and vest in BCB all rights, titles and interests in the assets

and liabilities of CIMB including all rights of enforcements, demands claims and entitlements of CIMB arising from or in

connection with the banking businesses of CIMB up to and including the completion date of CIMB.

The transfer of CIMB (L) assets and liabilities to Bumiputra-Commerce (L) Limited (“BCB(L)”) based on the net book

value of CIMB (L) assets and liabilities will be carried out and to be satisfied wholly in cash.

Subsequently, the entire equity interest in CIMB (L) held by BCB will be disposed to Commerce TIJARI, following the

completion of the proposed CIMB acquisition and proposed CIMB (L) transfer.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

207

49 SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE (CONTINUED)

(d) Approval of transfer of shares to CIG

The Company, had on 19 January 2006, announced that BNM has on 18 January 2006, informed that the Minister of

Finance has approved the transfer of all shares of Commerce Assurance Berhad, Commerce Life Assurance Berhad and

Commerce Takaful Berhad (collectively known as Licensees) held by the Company to CIG, a wholly owned subsidiary of

the Company, pursuant to the restructuring of the insurance subsidiaries of the Group. CIG will effectively function as the

holding company of the Licensees.

(e) Announcement by Southern Bank Berhad (“SBB”) to discontinue merger with the Company

On 8 February 2006, the Company had announced that it has noted that Southern Bank Berhad (“SBB”) has discontinued

negotiations with the Company for a possible merger.

The Company intends to continue discussions with shareholders of SBB who remain interested in a merger between the

Company and SBB.

(f) Proposed acquisition by the Company of the entire business and undertaking of SBB (“Proposed acquisition”)

Conditional Voluntary Offer by the Company for all the ordinary shares of RM1.00 each in SBB (“SBB shares”)

and warrants 1996/2006 in SBB (“SBB warrants”) not already held by the Company (“Proposed offer”) (Collectively

the “Proposals”)

On 13 February 2006, the Company had announced that it has made an offer to SBB for the acquisition of its entire business

and undertaking for cash and served a conditional notice of Voluntary General Offer (“VGO”) to acquire all of the outstanding

shares and warrants of SBB for cash and new BCHB Redeemable Convertible Unsecured Loan Stocks (“RCULS”).

The VGO is conditional upon the sale of the entire business and undertaking of SBB to the Company. For the acquisition

of SBB’s entire business and undertaking, the Company is offering a purchase consideration of RM4.08 per share. With

the RCULS valued at current market levels of 7 sen per SBB share, the effective offer price is approximately RM4.15 per

share. This would entail a maximum total cash outlay for both the business acquisition and VGO of RM6.35 billion.

The proposed merger would combine the leading position of CIMB group in treasury, investment banking and corporate

banking as well as large consumer franchise with SBB’s strengths in key segments of retail and SME banking to create

a leading financial services group. The complementary businesses of CIMB Group and SBB would result in significant

synergies which are expected from the revenue enhancement from greater cross-selling opportunities and cost savings

from rationalisation of operations.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

208

50 CAPITAL ADEQUACY

(a) The capital adequacy ratios are as follows:

The Group

2005 2004

RM’000 RM’000

Tier I capital 8,158,529 6,597,911

Eligible Tier II capital 3,690,372 3,291,819

11,848,901 9,889,730

Less:

Investment in subsidiaries and holding of other banking institutions’ capital (761,306) (737,696)

Capital base 11,087,595 9,152,034

Before deducting proposed dividends

Core capital ratio 11.20% 9.96%

Risk-weighted capital ratio 15.23% 13.81%

After deducting proposed dividends

Core capital ratio 11.12% 9.67%

Risk-weighted capital ratio 15.14% 13.52%

(b) Components of Tier I and Tier II capital are as follows:

2005 2004

RM’000 RM’000

Tier I capital

Paid-up capital 2,676,884 2,598,846

Share premium 1,634,162 1,200,012

Other reserves 4,096,697 3,019,743

Deferred tax assets (249,214) (220,690)

Total Tier I capital 8,158,529 6,597,911

Tier II capital

Subordinated loans 667,000 718,825

Subordinated notes issued 1,922,124 1,519,403

General allowance for bad and doubtful debts 1,003,159 949,771

Other 98,089 103,820

Total Eligible Tier II capital 3,690,372 3,291,819

Less:

Investment in subsidiaries and holding of other banking institutions’ capital (761,306) (737,696)

11,087,595 9,152,034

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

209

50 CAPITAL ADEQUACY (CONTINUED)

(b) Components of Tier I and Tier II capital are as follows: (Continued)

Breakdown of gross risk-weighted assets in the various categories of risk-weights are as follows:

2005 2004

RM’000 RM’000

0% 19,852,781 22,782,638

10% 1,008,559 1,213,197

20% 11,929,330 18,709,519

50% 13,604,068 14,235,067

100% 58,434,356 55,289,804

Total risk-weighted assets equivalent for credit risk 67,723,112 66,270,561

Total risk-weighted assets equivalent for market risk 5,099,953 –

Total risk-weighted assets 72,823,065 66,270,561

The above capital adequacy ratio calculations are based on the guidelines issued by Bank Negara Malaysia to the banking

institutions. Although the Company is not subject to the above guidelines, disclosure of the capital adequacy ratios are

made on a voluntary basis.

The Group capital adequacy ratios above refer to those of the Company’s banking subsidiaries BCB (includes the operations

of Bumiputra-Commerce Bank (L) Limited), CIMB (includes the operations of CIMB (L) Limited) and PT Bank Niaga Tbk.

Included in the zero percent risk-weighted assets for a subsidiary bank is an amount due from DUSB amounting to RM Nil

(2004: RM375,195,000) that carry zero risk-weight in accordance with Bank Negara Malaysia’s approval letter dated 16

July 1999.

51 ACQUISITION OF SUBSIDIARIES

(a) Acquisition of Sesama Medical College Management Sdn Bhd (“SMCM”)

On 17 October 2005, a subsidiary company of CIMB Berhad, CIMB Private Equity Sdn Bhd (“CIMB PE”) has completed

the acquisition of 25% equity interest in SMCM. The total purchase consideration of RM30 million has been settled via

cash. As at the same date, a direct subsidiary company, Commerce Asset Ventures Sdn Bhd (“CAV”) held direct and

indirect equity interest of 35.75% in SMCM. The Group’s effective equity interest, jointly via the two subsidiaries was

53.62%.

The effects of the acquisition on the financial results of the Group during the financial year are as follows:

2005

RM’000

Interest income 215

Interest expense (261)

Net interest income (46)

Non-interest income 19,406

19,360

Overhead expenses (11,851)

Profit before taxation 7,509

Taxation (2,703)

Increase in Group’s net profit for the financial year 4,806

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

210

51 ACQUISITION OF SUBSIDIARIES

(a) Acquisition of Sesama Medical College Management Sdn Bhd (“SMCM”) (Continued)

The effects of the acquisition on the financial position of the Group as at 31 December 2005 are as follows:

2005

RM’000

Cash and short-term funds 18,255

Deposits and placements with banks and other financial institutions 7,000

Other assets 4,495

Fixed assets 96,598

Other liabilities (36,054)

Current tax liabilities (9,341)

Other borrowings (13,054)

Increase in Group’s net assets 67,899

Details of net assets acquired, goodwill and cash flow arising from the acquisition are as follows:

At date of

acquisition

RM’000

Cash and short-term funds 21,727

Other assets 13,307

Fixed assets 96,197

Other liabilities (36,607)

Deferred tax liabilities (3,831)

Current tax liabilities (8,188)

Other borrowings (19,512)

Fair value of total net assets 63,093

Minority interest (29,261)

Fair value of net asset acquired 33,832

Goodwill 33,671

Purchase consideration 67,503

Purchase consideration discharged by cash 67,503

Less: Cash and short-term funds acquired (21,727)

Cash outflow of the Company on acquisition 45,776

Pursuant to the Malaysian Code on Take-Overs and Mergers, 1998, arising from the acquisition by CIMB PE, CIMB

Berhad, on behalf of the two subsidiaries, has served a Notice of Unconditional Mandatory Offer (“the Offer”) to the

remaining shareholders of SMCM. The remaining shares not held by them was offered at RM13.79 per the Offer share,

eventually resulting CIMB PE and CAV equity interest in SMCM was 36.98% and 47.73% respectively. The Group’s

effective equity interest as at year end was 72.70%.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

211

51 ACQUISITION OF SUBSIDIARIES (CONTINUED)

(b) Acquisition of the stockbroking businesses of GK Goh Holdings Limited by CIMB-GK Pte. Ltd, a wholly owned

subsidiary of CIMB Berhad

A subsidiary company, CIMB Berhad had on 13 January 2005 entered into a conditional Sale and Purchase Agreement

(“SPA”) with G.K.Goh Holdings Limited (“GKGH”) for the acquisition of the stockbroking businesses from GKGH by CIMB-

GK Pte Ltd (“CIMB-GK”) for a total cash consideration of SGD239.14 million (equivalent to approximately RM554.80 million).

The acquisition was completed in July 2005.

The effects of the acquisition on the financial results of the Group during the financial year are as follows:

2005

RM’000

Interest income 13,406

Interest expense (8,536)

Net interest income 4,870

Non-interest income 109,413

Overhead expenses 114,283

Profit before allowances (87,563)

26,720

Allowance for other receivables (367)

26,353

Share of loss of associates (1,504)

Profit before taxation 24,849

Taxation (8,131)

Profit after taxation 16,718

Minority interests (65)

Increase in Group’s net profit for the financial year 16,653

The effects of the acquisition on the financial position of the Group as at 31 December 2005 are as follows:

2005

RM’000

Cash and short-term funds 179,949

Securities held for trading 84,474

Loans, advances and financing 218,715

Other assets 411,077

Goodwill 144,813

Deferred tax assets 346

Investment in associates 9,435

Fixed assets 10,895

Other liabilities (351,608)

Current tax liabilities (23,666)

Other borrowings (229,866)

Amount owing to ultimate holding company (5,212)

Amount owing to holding company (279,395)

Amount owing to subsidiary company (21,948)

Increase in Group’s net assets 148,009

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

212

51 ACQUISITION OF SUBSIDIARIES (CONTINUED)

(b) Acquisition of the stockbroking businesses of GK Goh Holdings Limited by CIMB-GK Pte. Ltd, a wholly owned

subsidiary of CIMB Berhad (Continued)

Details of net assets acquired, goodwill and cash flows arising from the acquisition are as follows:

At date of

acquisition

RM’000

Cash and short-term funds 128,490

Securities held for trading 105,218

Available-for-sale securities 3,171

Loans, advances and financing 213,355

Other assets 937,155

Deferred tax asset 215

Fixed assets 5,923

Amount due from related company 2,230

Amount due from holding company 7,878

Other liabilities (934,586)

Deferred tax liabilities (713)

Current tax liabilities (9,784)

Other borrowings (8,949)

Amount owing to related company (3,670)

Amount owing to holding company (44,584)

Fair value of net assets acquired 401,349

Goodwill 154,647

Purchase consideration 555,996

Purchase consideration discharged by cash 555,996

Less: Cash and short-term funds acquired (128,490)

Cash outflow on acquisition 427,506

On 1 March 2005, a subsidiary company, Commerce Asset Ventures Sdn Bhd has completed the acquisition of 100%

equity interest in Commerce Technology Ventures Sdn Bhd.

The effects of the acquisition on the financial result of the Group during the financial year are as follows:

2005

RM’000

Interest income 10,393

Interest expenses (3,913)

Profit before taxation 6,480

Taxation (85)

Increase in Group’s net profit for the financial year 6,395

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

213

51 ACQUISITION OF SUBSIDIARIES (CONTINUED)

The effects of the acquisition on the financial position of the Group during the financial year are shown below:

2005

RM’000

Cash and short-term funds 726

Deposit and placements with banks and other financial institutions 15,300

Securities held for trading 25,769

Available-for-sale securities 72,119

Other assets 14,142

Deferred tax assets 700

Tax recoverable 42

Other liabilities (2,655)

Increase in Group’s net assets 126,143

Details of net assets acquired, goodwill and cash flow arising from the acquisition are as follows:

At date of

acquisition

RM’000

Cash and short-term funds 439

Deposit and placements with banks and other financial institutions 12,900

Securities held for trading 31,761

Available-for-sale securities 69,097

Other assets 5,105

Deferred tax assets 700

Tax recoverable 42

Other liabilities (295)

Fair value net assets acquired 119,749

Goodwill (119,747)

Purchase consideration 2

Purchase consideration discharged by cash 2

Less: Cash and short-term funds acquired (439)

Cash inflow on acquisition (437)

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

214

52 USE OF FINANCIAL INSTRUMENTS

A Financial risk management objectives and policies

The Group’s financial risk management policy is adopted from the Company and the main operating subsidiaries risk

management policies. Various initiatives and development have been formed at the Company and operating subsidiaries

in order to identify, measure, control and monitor all identifiable risks.

The Group operates within a clearly defined set of principles and guidelines that are approved by the Board. Various

working committees were formed at the operating subsidiaries in carrying out the process to ensure that all identifiable

risks are addressed and managed adequately.

The main areas of financial risks faced by the Group and the policies to address these financial risks in respect of the

Company and the major areas of banking activities represented by the commercial banks, namely Bumiputra-Commerce

Bank Berhad and PT Bank Niaga Tbk and the investment banking group, CIMB Group are set out as follows:

Market risk

The Company

The Company’s market risk exposures arise mainly from placement of cash at banking subsidiaries such as Bumiputra-

Commerce Bank Berhad, Bumiputra-Commerce Finance Berhad, Commerce International Merchant Bankers Berhad, PT

Bank Niaga and placement of funds managed by CIMB – Principal Asset Management Berhad. For these placements,

market risks is mitigated by risk management framework and regulated investment policies and procedures that exist at

the respective subsidiaries. The performance of respective placements is monitored via the monthly statements and

reports submitted and acknowledged by the management.

Bumiputra-Commerce Bank Berhad (“BCB”)

Market risk is the risk that changes in interest rates, foreign exchange rates, debt securities and other financial contracts,

including derivatives, will have an adverse financial effect on the BCB’s financial condition and result.

Market risk arises in BCB during the course of doing business, which is in the form of trading activity and meeting

customer demand, and also in investment in corporate bond, either in Private Debt Securities (“PDS”) or in the international

bond market where the bonds may be fixed or floating rate bonds.

BCB also transacts in derivatives such as Interest Rate Swap (“IRS”), Currency Swap, Cross Currency Interest Rate

Swap (“CCIRS”), Assets Swap and Futures.

BCB also sets cut loss limit for all trading activities. The cut loss limit set is by day, month and year, where it also takes

into account the realised and unrealised losses. Based on the current low and stable interest, interest rate risk at BCB is

currently assessed as low.

BCB is adopting a strategy by entering into derivative swap transactions to swap the fixed interest rates to floating rates

and to change repricing into shorter and manageable period of 3 or 6 months.

BCB is guided by the Treasury Risk Management policy in governing the trading and other global treasury activities.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

215

52 USE OF FINANCIAL INSTRUMENTS

A Financial risk management objectives and policies (Continued)

Market risk (Continued)

Bumiputra-Commerce Bank Berhad (“BCB”) (Continued)

BCB has made progress in adopting best practice Value-at-Risk (“VaR”) methodology in estimating the potential loss over

certain confidence interval (“CI”) and over specific time horizon. Stress testing will also be conducted. BCB will be

adopting the VaR approach in measuring and controlling market risk. VaR is a technique that produces estimate of potential

loss in value over a portfolio over a specified time horizon at a given CI.

PT Bank Niaga Tbk (“Bank Niaga”)

Market risk involves the possibility of losses incurred from changes in interest rate and foreign exchange rate due to

market volatility. Bank Niaga monitors these changes and their impact on its portfolios as well as net open positions as

part of its market risk management, through the Market Risk Committee (“Marco”).

Marco defines acceptable limits on trading exposures, including daily net open position limits and potential losses on

current positions. Factors considered in setting these position limits include risk and return levels acceptable by

management. Position limits are reviewed at least once a year, although in periods of extreme volatility they are scrutinised

more often or suspended altogether momentarily.

Trading limits are monitored daily on a mark-to-market basis and by applying the VaR concept. Thus, by keeping track of

its daily VaR, Bank Niaga is in a position to liquidate its gap, which indicates a potential loss greater than the allowable

limits.

Bank Niaga is recently implementing Treasury & Risk Management System Automation. The system which covers front,

middle and back office enables Bank Niaga to have more efficient and effective treasury and market risk management.

CIMB Group

Market risk is defined as any fluctuations in value of the porfolio resulting from changes in market prices and market

parameters, such as interest rates, exchange rates and share prices.

Market risk within CIMB Group as a result of CIMB Group’s trading activities can arise either from customer-related

business or from proprietary positions. CIMB together with CIMB Discount House Bhd (“CIMBDH”), make markets in

debt securities as well as interest rate and currency derivative instruments; while equity proprietary activities are carried

out by CIMB itself, its broking arm and offshore subsidiary. In general, CIMB Group hedges its trading positions by

employing a variety of hedging strategies, including the use of derivative instruments.

CIMB Group manages market risk through risk limits set by the Group Risk Committee (“GRC”). The GRC is assisted by

the Market Risk Committee (“MRC”), whose role, amongst others, is to oversee CIMB Group’s exposure to market risks

and to consider and determine trading, investment and underwriting proposals within defined limits.

The utilisation of market risk limits is reviewed on a daily basis, by the Risk Management & Analytics (“RMA”) which

employs statistical methods to measure and monitor the risks associated with CIMB Group’s trading activities. The RMA,

together with the Risk Middle Office (“RMO”), also provides independent valuation of portfolios and generates daily and

weekly risk position reports for the information of the GRC.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

216

52 USE OF FINANCIAL INSTRUMENTS

A Financial risk management objectives and policies (Continued)

Market risk (Continued)

CIMB Group (Continued)

CIMB Group has adopted a Value-at-Risk (“VaR”) approach in the measurement of market risks. VaR is a statistical

measure of the potential losses that could occur due to movements in market rates and prices over a specified time

horizon within a given confidence level. Duration-weighted gap VaR and various other multi-factor models are also employed

to assess market risks.

Credit risk

The Company

Credit risk is the risk of loss due to the failure of a counter party to meet its financial obligations due to the Company.

Except for intercompany balances, the Company is not exposed to any other significant credit risk.

Bumiputra-Commerce Bank Berhad (“BCB”)

Credit Risk Management forms a key component of the integrated risk management structure, driven by a credit risk

framework designed to be in compliance with Bank Negara Malaysia’s Best Practices and requirements of the Basel II.

Credit risk is the potential for loss due to the failure of a counterparty or borrower to meet its financial obligations. Credit

Risk Management is vested in the Credit Risk Committee (“CRC”) which is a Board delegated Committee. CRC will

assume the Board delegated approved authorities and overseas credit risk management is being managed in accordance

with policies and also to approve and review credit policies and procedures and loans as stipulated in the Credit Policy

Guide. CRC reports to the Risk Management Committee and to Group Risk Committee on all credit risk functions.

Key to the credit risk management is to ensure that structures and processes are in place to maintain and continuously

enhance BCB’s risk assessment capabilities in key areas of credit. Some examples of risk management initiatives already

put in place are:

(a) CRC for approving loans,

(b) An independent pre-approved vetting machinery in place, which is best practice,

(d) Setting up a working Committee to review and formulate Risk Limit Framework and Single Customer Limit Monitoring

Infrastructure for the Group.

These initiatives will translate into sound credit policies/procedures, quality credit approvals, appropriate risk measurement/

methodology, strong credit controls with independent reviewers and effective workable recovery strategies. Credit portfolio

risk is also monitored through setting and reviewing concentration limits according to various categories such as customer,

industry, segment and product types.

BCB has issued board-approved Credit Risk Policy Guide, which outlines limiting risk, risk pricing, and credit risk rating

and measurement, reporting and Management Information System (“MIS”). Key business unit’s policies and procedures

have been documented and approved by the Board for application across BCB. Regular review and updates are performed

to ensure the documentation is current.

BCB has established an internal rating system for corporate and business loans that enable credit officers to classify the

credit risk of individual credit, assists them in making informed decisions on approval and pricing of loans. Additionally, it

assists in tracking and monitoring loans at portfolio basis. For retail exposures, which are defined as large homogeneous

portfolio of low values and the incremental risk of any exposure is small, a credit scoring system is employed for mortgages

and auto financing approval products.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

217

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

A Financial risk management objectives and policies (Continued)

Credit risk (Continued)

PT Bank Niaga Tbk (“Bank Niaga”)

Bank Niaga’s credit policy is used as the main guidance in granting loan. All personnel concerned with credit, including

Board of Commissioners and Directors are required to understand these policies and have the discipline to implement

these policies in their daily activities. Credit risk is managed based on the review of:

1) The diversification of credit risk and portfolio (business segment/industry sector/largest borrowers composition).

2) Credit policy and procedure (including target market and risk acceptance criteria).

3) Adequacy of provisions for loan losses.

4) Other major risk indicators and methods of credit risk measurement.

The credit strategy and goal setting are planned and established by the Credit Risk and Policy Committee who is also

responsible for managing credit portfolio and credit risk. The Credit Risk and Policy Committee meets at least 6 times a

year and is chaired by Director of Compliance and Risk Management and attended by the President Director and the

other Board of Senior Executive members.

The main factor that can control and reduce credit risk is the ability and maturity level of the credit units to analyse the

credit, which will eventually result in a balance between credit risk and business development considerations.

CIMB Group

Credit and counterparty risk is defined as the possibility of losses due to an unexpected default or a deterioration of a

credit-worthiness of a business partner.

Credit risk arises in many of the CIMB Group’s business activities. In lending activities, it occurs primarily through loans

as well as commitments to support clients’ obligations to third parties, i.e. guarantees. In sales and trading activities,

credit risk arises as a result of the possibility that CIMB Group’s counterparties will not be able or willing to fulfill their

obligation on transactions on or before settlement date. In derivative activities, credit risk arises when counterparties to

derivative contracts, such as interest rate swaps, are obligated to pay CIMB Group the positive fair value or receivable

resulting from the execution of contract terms.

The Credit Risk Committee (“CRC”) ensures that the risk exposures undertaken match the risk appetite of CIMB Group,

and that proper authorisation procedures are adhered to. Problematic exposures identified by the business units and the

Management are carefully monitored and proactive measures taken, where possible, to minimise financial loss to CIMB

Group.

All credit exposures are given an internal rating, based on a combination of quantitative ratios and qualitative criteria.

Adherence to set credit limits is monitored on a daily basis by the RMA which combines all exposures for each counterparty,

including off-balance sheet and potential exposures, and ensure that limits are not exceeded. CIMB Group also has in

place guidelines that limit its exposure to any one counterparty or group, industry sector and rating classification.

In summary, potential credit exposures are evaluated by the CRC and are monitored against approved limits on a regular

basis. The alleviation of credit risk exposures adopted by CIMB Group includes restricting concentration of risks to any

one large sector/industry, or to a particular counter party group or individual, the application of single customer limit, as

well as assessing the quality of collateral.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

218

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

A Financial risk management objectives and policies (Continued)

Credit risk (Continued)

CIMB Group (Continued)

CIMB Group also enters into master agreements that provide for close-out and settlement netting with counterparties,

whenever possible. A master agreement that governs all transactions between two (2) parties, creates the greatest legal

certainty that credit exposure will be netted. In effect, it enables the netting of outstanding obligations upon termination

of outstanding transactions if an event of default occurs.

The extent to which the CIMB Group’s overall exposure to credit risk is reduced through a master netting arrangement

may change substantially within a short period following the balance sheet date because the exposure is affected by

each transaction subject to the agreement.

Liquidity risk

The Company

Liquidity risk is the risk where the Company is unable to meet its obligations when they fall due.

The Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to

finance the operations of the Company and any potential strategic investments.

Bumiputra-Commerce Bank Berhad (“BCB”)

Liquidity risk is defined as the risk that BCB, although solvent, either does not have available sufficient financial resources

to enable it to meet its obligations as they fall due, or can secure them only at excessive cost, thereby affecting profitability.

Liquidity risk could also arise from treasury activities from inadequate market depth or market disruption resulting in

positions that cannot be closed out, or have to be closed out at a loss. As part of BCB’s risk management framework,

comprehensive governance and management processes surrounding liquidity activities are undertaken by the Market

Risk Committee (“MRC”).

Management recognises the high importance of liquidity and interest rate risk management for a commercial banking

institution like BCB. Policy formulation is on-going to clearly outline the risk controls over processes and models used in

response to changes in market environment. Thus, a Liquidity Risk Management Policy and Interest Rate Risk Management

Policy have been formulated and implemented to establish good controls in being able to generate good interest income

and meet financial commitments as they fall due. In addition, a bank-wide Liquidity Contingency Plan has been developed

as an integrated operational plan detailing a list of predetermined contingency plans during a liquidity crisis.

For liquidity management, the primary tool used is the Bank Negara Malaysia’s New Liquidity Framework (“NLF”). Besides

meeting monthly compliance of the NLF, BCB utilises the NLF to conduct stress test and to monitor maturity mismatches

over successive time bands, concentration of funding sources and liquid asset ratio. Initiative to improve BCB’s funding

structure and the liquidity and interest rate risk management is also on going with the progressive implementation of a

Funds Transfer Pricing System (“FTP”). Meanwhile, BCB has in place an asset liability management system to measure

overall balance sheet performance and under various scenarios. Timely market valuation, gap analysis, net interest income

simulation, stress testing and exception reports are furnished to MRC so that corrective action could be taken.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

219

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

A Financial risk management objectives and policies (Continued)

Liquidity risk (continued)

PT Bank Niaga Tbk (“Bank Niaga”)

The Asset and Liability Committee (“ALCO”) is responsible for directing liquidity and asset-liability management position.

The committee meets with business, treasury, credit and other relevant units on a monthly basis to ensure that Bank

Niaga’s liquidity objectives are met.

Bank Niaga sets the interest rate through interest sensitivity gap simulation and adjustment between the interest rate of

asset and liability and source of fund composition.

Bank Niaga manages its liquidity by focusing on cash inflow and cash outflow. The gap in cash flow is anticipated through

its first tier assets such as reserve requirements and highly liquid short-term marketable securities. Second-tier assets

are managed through short-term placements with other banks and available-for-sale long term marketable securites.

Liquidity is also achieved through prudent structuring of Bank Niaga’s funding. This includes maintaining proper check

and balances in the concentration of the depositors, as well as the amount and maturity of deposits. In addition, Bank

Niaga assures liquidity by maintaining its ability to access the financial market, which in large is dependent upon its

credibility and market standing.

CIMB Group

Liquidity risk is defined as the risk of CIMB Group being unable to fulfill its current or future payment obligations in full and

at the due date.

The Liquidity Risk Committee (“LRC”) whose main role is to oversee the overall liquidity management of CIMB Group,

ensure compliance with the liquidity framework prescribed by Bank Negara Malaysia, and review periodically the

assumptions of the liquidity risk management framework.

CIMB Group’s liquidity risk management focuses on avoiding over dependence on volatile sources of funding, diversification

of sources of funds, and maintenance of sufficient liquid assets. To ensure that CIMB Group is able to cover all payment

obligations on due dates as part of the liquidity management process, the RMA prepares liquidity analyses in line with

Bank Negara Malaysia’s liquidity framework. In addition, management action triggers are set to provide timely warning on

emerging liquidity pressures. CIMB Group has also developed a contingency funding plan to deal with extreme liquidity

crisis situations.

In summary, the methods of managing liquidity risks employed by CIMB Group are generally aimed at providing timely

forewarning on liquidity pressure as well as the severity of potential exposures.

Operational risk

The Company

Operational risk arises from inadequacies or failure in internal processes and controls due to fraud, errors, inefficiencies,

systems failures or external events.

In order to reduce or mitigate these risks, the Company established and maintained an internal control environment,

which incorporates various control mechanisms at different levels throughout the organisation. These control mechanisms

ensure that operational policies and procedures are being adhered to. The responsibilities to oversee compliance with

internal control has been delegated to Group Internal Audit division.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

220

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

A Financial risk management objectives and policies (Continued)

Operational risk (Continued)

Bumiputra-Commerce Bank Berhad (“BCB”)

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from

external events, including legal risk, but excluding strategic and reputation risk.

ORC provides extensive internal support services to entire cross-section of BCB’s operational functions. Thus the

department is poised to focus on specific tactical initiatives that are being implemented by BCB. The external factors

however, call for a focus on broad issues brought forth by regulatory influences and industry concerns and pressures.

Consequently, efforts to improve risk management capabilities and to comply with regulatory requirements especially

Basel II and attain best practices in risk management will have to be undertaken. The department therefore consciously

pursued its efforts to drive and support viable and justified projects to enable and establish effective and efficient operational

risk management in all the new endeavours of BCB.

Although business and support units have the primary responsibility for managing specific operational risk exposures, the

ORC is central resource for quantifying and managing the portfolio of risks as a whole. In 2005 some of the initiatives

undertaken include a road show to enlighten and increase awareness amongst Business Units, Operating and Support

Centres and Subsidiaries on Peer Learning on Basel II and Operational Risk.

In addition, Control and Risk Self-Assessment, which was rolled out to specific business divisions and branches in the

past 2 years, 2003 and 2004, was further deployed to 25 Trade Services Centres and our EPIC-I subsidiary during the

year. By employing a robust risk and control-based tool, the Control and Risk Self-Assessment initiative, assisted the

business lines in assessing and identifying operational risks, also delivered specific action plans for business lines and

supporting units and departments to mitigate identified risks and control weaknesses.

BCB is continuously looking for ways to enhance its Operational Risk Framework; one key component of the Bank’s ORC

framework is the Loss Event Data Collection program. In line with this objective, an Operational Risk Sub-Committee

was set-up to facilitate and validate Loss Event Data that is reported to the Operational Risk Management unit on a

monthly basis. The Operational Risk Sub-Committee also serves as a channel to inculcate awareness of operational risk

across the Bank, through the sharing and of risk-related, “lessons learned” and facilitated discussions by Operational

Risk Management.

Operational Risk Management has also used another operational risk tool, Key Risk Indicators, for management tracking

and escalation triggering during the year. Key Risk Indicators are defined as a set of parameters that are assumed to be

highly predictive regarding changes in operational risk profile valid for the whole bank (general) or from specific business

units, processes or systems (specific). A number of Bank level general Key Risk Indicators like staff turnover, disciplinary

cases, customer complaints, system incidents vis-a-vis queue times, external and internal faud and Service Level breaches

by EPIC-I and Electronic Data Systems (“EDS”) have been tracked monthly by Operational Risk and Risk Management

Committees. Likewise, BCB’s Risk Monitoring unit under Group Information and Operations Division has also been

tracking other specific Key Risk Indicators.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

221

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

A Financial risk management objectives and policies (Continued)

Operational risk (Continued)

PT Bank Niaga Tbk (“Bank Niaga”)

Bank Niaga’s Operational and Information Risk Committee (“OIRC”) which meets at least four times a year is chaired by

the Director of IT and System with participation by the Board of Senior Executives and selected Group Heads. OIRC’s

function includes amongst others, defining the roles and responsibilities for managing and reporting operational risks. In

keeping with governance structure, the Risk Taking Units (“RTU”) are responsible for all the operational risks within the

business. Such risks are managed through bank-wide or business segment specific policies and procedures, operational

risk limits, controls and monitoring tools. To manage operational risks, Bank Niaga maintains a specialised Control Unit to

assist the RTUs to monitor all operational risk exposures from transactions on daily basis, and to ensure that the execution

of transaction complies with the policies, procedures and limits established by senior management and adhere to Accounting

Principle and Standards applied. Operational Risk Management unit, working in conjunction with senior business segment

executives developing key tools to help manage, monitor and summarise operational risks. Internal Audit unit attests

internal control systems effectiveness, including those of operational risks.

Bank Niaga has implemented Key Risk Indicators as well as Control Risk Self Assessment (“CRSA”) as a tool to identify

a specific operational risk profile (high risk potential) for business lines. Bank Niaga’s CRSA is also used for identifying

emerging operational risk issues and determining how they should be managed. Focus is on business efficiency and

improvement of control. Bank Niaga continuously reviews Risk Library and if necessary, revises its policies, procedures

and risk limits to mitigate operational risks arising from data reconciliation process, money-laundering activities, transaction

processing, systems interruptions, fraud management and new product introduction processes. Bank Niaga continues

its efforts to minimise operational risk associated with communication, security, data and processing systems through

the development of back-up systems, emergency plans and enhanced information techonology (“IT”) capability. To

strengthen its operational risk management capability, Bank Niaga always places great importance in its personnel

management practices and employee development specially on the implementation and enforcing good ethics and integrity

as stated in Bank Niaga’s code of conduct. Bank Niaga engages in regular employee training to help limit the operational

defects or mistakes. Where appropriate, Bank Niaga purchases insurance against operational risks.

Going forward, Bank Niaga is in the process of enhancing operational risk management practices through development

of additional operational risk management tools, including Loss Event Database and Risk Dashboard.

CIMB Group

Operational risk includes risks that arise from internal processes of an organisation. These may result from inadequacies

or failures in processes and controls or in projects due to fraud, unauthorised activities, error, omission, inefficiency,

systems failures or from external events.

Operational risks are less direct than credit and market risk, but managing them is critical, particularly in a rapidly changing

environment with increasing transaction volumes. In order to reduce or mitigate these risks, CIMB Group has established

and maintained and effective internal control environment, which incorporates various control mechanisms at different

levels throughout the organisation. These control mechanisms are designed to better ensure that operational policies and

procedures are being followed and that CIMB Group’s various businesses are operating within established corporates

policies and limits.

The Operational Risk Committee (“ORC”) has an oversight responsibility for all operational and other matters that affect

CIMB Group’s day-to-day activities. The ORC also reviews the operating policies and procedures for new products/

businesses to ensure that the supporting infrastructure is in place prior to doing the business as well as conducting

investigation on any malfunction to determine the root problems and following up on remedial measures.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

222

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The tables below summarise the Group’s and the Company

’

s exposure to interest rate risks. Included in the tables are the Group’s and the Company

’

assets and liabilities at their full carrying amounts, categorised by the earlier of contractual repricing or maturity dates. T

he off-balance sheet gap represents

the net notional amounts of all interest rate sensitive derivative financial instruments. As interest rates and yield curves ch

ange over time, the Group and

the Company may be exposed to a loss in earnings due to the effects of interest rates on the structure of the balance sheets. S

ensitivity to interest rates

arises from mismatches in the repricing dates, cash flows and other characteristics of the assets and their corresponding liabi

lities funding.

The Group

2005

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets

Cash and short-

term funds 9,987,919 ––––2,090,226 – 12,078,145

Securities purchased

under resale

agreements 1,392,935 2,830,870 249,758 ––––4,473,563

Deposits and

placements with

banks and other

financial institutions 165,453 533,677 655,009 813 –––1,354,952

Securities held for

trading –– ––––9,556,127 9,556,127

Available-for-sale

securities 1,451,248 578,594 753,224 2,349,336 1,744,323 882,624 – 7,759,349

Held-to-maturity

securities 52,767 542,276 181,769 370,505 1,273,192 ––2,420,509

Derivative financial

instruments 68,063 – 202 –––317,475 385,740

Loans, advances

and financing

– performing 36,018,312 4,411,626 9,006,600 8,761,252 8,071,356 ––66,269,146

– non-performing –– –––2,826,734 – 2,826,734

Other assets 257,650 852 484 661 59 2,044,776 107,263 2,411,745

Deferred tax assets –– –––359,478 – 359,478

Tax recoverable –– –––281,355 – 281,355

Statutory deposits

with Bank Negara

Malaysia –– –––1,659,940 – 1,659,940

Investment in

associates –– –––95,583 – 95,583

Jointly controlled

entities –– –––118,722 – 118,722

Fixed assets –– –––940,258 – 940,258

Goodwill –– –––534,618 – 534,618

Total assets 49,394,347 8,897,895 10,847,046 11,482,567 11,088,930 11,834,314 9,980,865 113,525,964

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

223

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Group

2005

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Liabilities

Deposits from

customers 39,543,964 10,116,243 11,880,879 783,156 653 11,998,692 – 74,323,587

Deposits and

placements of

banks and other

financial institutions 3,015,148 2,129,883 1,964,773 303,547 – 3,297 – 7,416,648

Derivative financial

instruments 154,839 ––287 ––359,059 514,185

Obligations on

securities sold

under repurchase

agreements 5,281,225 35,496 –––––5,316,721

Bills and acceptances

payable 1,115,694 1,348,897 68,783 ––762,082 – 3,295,456

Floating rate

certificates of

deposits 226,770 – –––––226,770

Other liabilities – 4 309 4,816 – 4,369,299 – 4,374,428

Deferred tax liabilities –– –––13,690 – 13,690

Current tax liabilities –– –––104,610 – 104,610

Amount due to

Cagamas Berhad – 24,935 94,385 1,516,627 739,382 ––2,375,329

Loan stocks –– –169,362 613,401 ––782,763

Bonds ––250,000 678,708 –––928,708

ICULS –– ––44,682 ––44,682

Other borrowings 32,716 58,554 684,851 53,772 –––829,893

Subordinated Notes –– –1,872,016 –––1,872,016

Total liabilities 49,370,356 13,714,012 14,943,980 5,382,291 1,398,118 17,251,670 359,059 102,419,486

Total interest rate

sensitivity gap 23,991 (4,816,117) (4,096,934) 6,100,276 9,690,812

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

224

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Group

2004

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets

Cash and short-term

funds 15,140,100 ––––1,494,834 – 16,634,934

Securities purchased

under resale

agreements 2,598,497 1,849,704 34,677 16,030 –––4,498,908

Deposits and

placements with

banks and other

financial institutions – 1,090,793 342,144 10,110 –––1,443,047

Securities held for

trading –– ––––6,556,140 6,556,140

Available-for-sale

securities 1,794,969 1,407,553 1,600,299 4,128,253 2,248,780 441,828 – 11,621,682

Held-to-maturity

securities 5,885 16,335 1,173,741 1,340,202 124,861 30,542 – 2,691,566

Derivative financial

instruments 47,668 ––1,061 ––239,247 287,976

Loans, advances and

financing

– performing 34,133,947 3,638,893 5,197,008 7,363,633 8,528,489 ––58,861,970

– non-performing –– –––3,741,060 – 3,741,060

Other assets 603,516 97 –– –1,428,819 – 2,032,432

Deferred tax assets –– –––307,867 – 307,867

Tax recoverable –– –––446,563 – 446,563

Statutory deposits

with Bank Negara

Malaysia –– –––1,934,890 – 1,934,890

Investment in

associates –– –––71,145 – 71,145

Jointly controlled

entities –– –––121,416 – 121,416

Fixed assets –– –––779,492 – 779,492

Goodwill –– –––351,503 – 351,503

Total assets 54,324,582 8,003,375 8,347,869 12,859,289 10,902,130 11,149,959 6,795,387 112,382,591

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

225

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Group

2004

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Liabilities

Deposits from

customers 36,226,656 10,054,327 13,294,750 4,145,464 – 10,383,978 – 74,105,175

Deposits and

placements of

banks and other

financial institutions 4,237,712 2,178,214 1,097,437 ––4,506 – 7,517,869

Derivative financial

instruments 194,189 – ––––317,595 511,784

Obligations on

securities sold

under repurchase

agreements 5,300,701 305,563 –––––5,606,264

Bills and acceptances

payable 1,278,032 892,998 251,781 ––607,126 – 3,029,937

Floating rate certificates

of deposits 228,000 114,000 –––––342,000

Other liabilities 261,773 36 114,051 ––3,582,079 – 3,957,939

Deferred tax liabilities –– –––22,106 – 22,106

Current tax liabilities –– –––48,772 – 48,772

Amount due to

Cagamas Berhad – 2,472 – 1,841,393 440,013 ––2,283,878

Loan stocks 57,944 ––120,402 600,000 ––778,346

Bonds –– –912,118 –––912,118

ICULS –– ––45,216 ––45,216

Other borrowings 100,577 456,000 1,103,024 45,056 –––1,704,657

Subordinated Notes –– –1,516,214 –––1,516,214

Total liabilities 47,885,584 14,003,610 15,861,043 8,580,647 1,085,229 14,648,567 317,595 102,382,275

Total interest rate

sensitivity gap 6,438,998 (6,000,235) (7,513,174) 4,278,642 9,816,901

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

226

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Company

2005

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets

Cash and short-term

funds 446,400 ––––4,181 – 450,581

Securities held for

trading –– ––––320,244 320,244

Held-to-maturity securities ––25,819 84,175 24,428 48,642 – 183,064

Derivative financial

instruments ––202 ––––202

Loans, advances and

financing ––60 274 2,885 ––3,219

Other assets –– –––2,115 – 2,115

Tax recoverable –– –––12,962 – 12,962

Investment in

subsidiaries –– –––5,042,309 – 5,042,309

Amount owing by

subsidiaries –– –––603,378 – 603,378

Investment in

associate –– –––3,834 – 3,834

Fixed assets –– –––82,137 – 82,137

Total assets 446,400 – 26,081 84,449 27,313 5,799,558 320,244 6,704,045

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

227

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Company

2005

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Liabilities

Other liabilities –– –––13,607 – 13,607

Amount owing to

subsidiaries –– –––703,980 – 703,980

Deferred tax liabilities –– –––8,069 – 8,069

Bonds ––250,000 250,000 –––500,000

Total liabilities ––250,000 250,000 – 725,656 – 1,225,656

Total interest rate

sensitivity gap 446,400 – (223,919) (165,551) 27,313

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

228

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The Company

2004

Non-trading book

Up to 1 – 33 – 12 Over Non-interest Trading

1 month months months 1 – 5 years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets

Cash and short-term

funds 1,318,571 ––––9,840 – 1,328,411

Securities held for

trading –– ––––354,936 354,936

Available-for-sale

securities –– –––21,203 – 21,203

Held-to-maturity

securities ––36,106 83,295 51,126 44,667 – 215,194

Derivative financial

instruments –– –1,061 –––1,061

Loans, advances

and financing –– –336 2,705 17 – 3,058

Other assets –– –––1,399 – 1,399

Investment in subsidiaries –– –––4,251,770 – 4,251,770

Amount owing by

subsidiaries –– –––413,607 – 413,607

Investment in associate –– –––3,834 – 3,834

Fixed assets –– –––100,514 – 100,514

Total assets 1,318,571 – 36,106 84,692 53,831 4,846,851 354,936 6,694,987

Liabilities

Other liabilities –– –––14,418 – 14,418

Amount owing to

subsidiaries –– –––821,820 – 821,820

Deferred tax liabilities –– –––18,418 – 18,418

Bonds –– –500,000 –––500,000

Total liabilities –– –500,000 – 854,656 – 1,354,656

Total interest rate

sensitivity gap 1,318,571 – 36,106 (415,308) 53,831

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

229

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The table below summarises the effective average interest rate by major currencies for each class of financial asset and

financial liability:

The

The Group Company

2005 2005

MYR IDR USD MYR

%%%%

Financial assets

Cash and short-term funds 2.99 – 4.27 2.83

Securities purchased under resale agreements 2.91 –––

Deposits and placements with banks and other

financial institutions 3.00 7.28 3.93 –

Securities held for rading 4.19 11.05 5.51 –

Available-for-sale securities 4.73 12.36 5.73 –

Held-to-maturity securities 0.15 7.60 0.15 –

Loans, advances and financing 6.35 13.41 5.92 3.00

Other assets 9.03 –––

Financial liabilities

Deposits from customers 2.56 6.92 3.65 –

Deposits and placements of banks and other

financial institutions 2.97 8.84 4.23 –

Obligations on securities sold under

repurchase agreements 2.60 –––

Bills and acceptances payable 2.95 –––

Amount due to Cagamas Berhad 6.22 –––

Loan stocks 4.09 – 5.39 –

Bonds 8.10 ––8.10

ICULS 7.50 –––

Other borrowings – 12.30 3.68 –

Subordinated Notes ––4.67 –

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

230

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

B Interest rate risk (Continued)

The

The Group Company

2004 2004

MYR IDR USD MYR

%%%%

Financial assets

Cash and short-term funds 2.76 – 2.24 2.87

Securities purchased under resale agreements 2.87 –––

Deposits and placements with banks and other

financial institutions 2.91 6.55 2.55 –

Securities held for trading 3.62 10.02 5.27 –

Available-for-sale securities 5.23 7.33 2.93 –

Held-to-maturity securities 0.15 –––

Loans, advances and financing 6.26 13.52 3.81 3.00

Other assets 9.17 –––

Financial liabilities

Deposits from customers 2.55 5.68 2.11 –

Deposits and placements of banks and other

financial institutions 2.86 6.66 2.34 –

Obligations on securities sold under

repurchase agreements 2.53 –––

Bills and acceptances payable 2.47 –––

Other liabilities 3.23 –––

Amount due to Cagamas Berhad 6.33 –––

Loan stocks 4.45 – 5.04 –

Bonds 8.10 ––8.10

ICULS 7.50 –––

Other borrowings 3.21 6.98 1.92 –

Subordinated Notes ––3.86 –

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

231

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

C Credit risk

The following tables set out the credit risk concentrations:

The Group

2005

Short-term

funds and Securities Other Credit Treasury

placements purchased Loans, debtors, On- related related

with under Securities Available- Held-to- Derivative advances deposits balance commitments commitments

financial resale held for for-sale maturity financial and and sheet and and

institutions agreement trading securities securities instruments financing prepayments total contingencies contingencies

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Agricultural ––28,798 38,331 – 265 2,297,617 371 2,365,382 170,963 1,685

Mining and quarrying ––47,710 71,025 ––169,879 371 288,985 38,050 –

Manufacturing

––

261,959 253,566 – 25,899 11,035,697 9,781 11,586,902 1,303,812 94,314

Electricity, gas and water ––1,846,649 1,077,073 – 14,811 1,297,996 18,747 4,255,276 171,719 51,167

Construction ––375,584 321,837 ––4,734,871 3,721 5,436,013 2,156,992 418

Real estate ––77,951 274,496 – 1,278 3,273,842 1,840 3,629,407 44,871 –

Wholesale and retail

trade, restaurants

and hotels ––216,642 310,773 – 1,034 6,431,148 9,827 6,969,424 626,085 3,439

Transport, storage and

communication ––1,392,083 771,837 – 7 3,946,768 10,981 6,121,676 500,522 6

Finance, insurance and

business services 8,151,424 1,872,213 3,155,094 1,009,079 2,323,940 323,633 7,212,206 602,340 24,649,929 2,255,835 1,722,322

Purchase of residential,

landed property,

securities and

transport vehicles ––240,766 5,020

––

25,220,720 555,702 26,022,208 1,028,206 3,800

Consumption credit ––––––2,055,706 – 2,055,706 30,958 –

Others 5,281,673 2,601,350 1,616,063 3,389,460 47,927 18,813 2,593,341 890,242 16,438,869 466,222 –

13,433,097 4,473,563 9,259,299 7,522,497 2,371,867 385,740 70,269,791 2,103,923 109,819,777 8,794,235 1,877,151

Assets not subject to

credit risk ––296,828 236,852 48,642 ––307,822 890,144 ––

13,433,097 4,473,563 9,556,127 7,759,349 2,420,509 385,740 70,269,791^ 2,411,745 110,709,921 8,794,235 1,877,151

Excludes general allowance amounting to RM1,173,911,000

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

232

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

C Credit risk (Continued)

The following tables set out the credit risk concentrations:

The Group

2004

Short-term

funds and Securities Other Credit Treasury

placements purchased Loans, debtors, On- related related

with under Securities Available Held-to- Derivative advances deposits balance commitments commitments

financial resale held for for-sale maturity financial and and sheet and and

institutions agreement trading securities securities instruments financing prepayments total contingencies contingencies

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Agricultural –––9,660 – 27 2,312,010 1,113 2,322,810 194,614 4,800

Mining and quarrying –––13,895 ––1,060,296 10 1,074,201 48,285 –

Manufacturing ––172,541 481,652 13,184 1,552 11,693,377 5,375 12,367,681 1,247,829 11,892

Electricity, gas and water ––466,708 1,575,813 – 4,107 1,417,518 15,727 3,479,873 390,429

–

Construction ––166,102 408,187 – 9 4,164,868 4,453 4,743,619 2,105,817 –

Real estate ––47,492 253,400 ––2,353,599 1,806 2,656,297 53,174 80

Wholesale and retail

trade, restaurants

and hotels ––28,978 1,034,430 – 74 4,733,223 2,490 5,799,195 693,121 114

Transport, storage and

communication ––671,378 1,491,035 ––3,877,554 17,124 6,057,091 531,961 –

Finance, insurance and

business services 14,864,857 2,022,963 3,590,891 890,293 2,656,473 279,831 5,357,014 412,711 30,075,033 645,942 1,328,177

Purchase of residential,

landed property,

securities and transport

vehicles ––243,626 2,361 ––20,571,495 358,987 21,176,469 858,200 –

Consumption credit –––––31 3,965,538 – 3,965,569 21,370 –

Others 3,213,124 2,475,945 1,009,309 5,039,812 21,909 2,345 2,162,273 622,508 14,547,225 519,567 38,282

18,077,981 4,498,908 6,397,025 11,200,538 2,691,566 287,976 63,668,765 1,442,304 108,265,063 7,310,309 1,383,345

Assets not subject to

credit risk ––159,115 421,144 –––590,128 1,170,387 ––

18,077,981 4,498,908 6,556,140 11,621,682 2,691,566 287,976 63,668,765^ 2,032,432 109,435,450 7,310,309 1,383,345

Excludes general allowance amounting to RM 1,065,735,000

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

233

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

52 USE OF FINANCIAL INSTRUMENTS (CONTINUED)

C Credit risk (Continued)

The Company

2005

Short-term

funds and Other Treasury

placements Loans, debtors, On- related

with Securities Held-to- Derivative advances deposits balance commitments

financial held for maturity financial and and sheet and

institutions trading securities instruments financing prepayments total contingencies

RM’000 RM’000 RM’000 RM’000 RM’000 RM‘000 RM’000 RM’000

Finance, insurance and

business services 450,581 320,039 134,422 202 ––905,244 1,892

Others – 205 ––3,219 1,452 4,876 –

450,581 320,244 134,422 202 3,219 1,452 910,120 1,892

Assets not subject to

credit risk ––48,642 ––663 49,305 –

450,581 320,244 183,064 202 3,219 2,115 959,425 1,892

The Company

2004

Short-term

funds and Other Treasury

placements Loans, debtors, On- related

with Securities Available- Held-to- Derivatives advances deposits balance commitments

financial held for for-sale maturity financial and and sheet and

institutions trading securities securities instruments financing prepayments total contingencies

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Finance, insurance

and business

services 1,328,411 354,936 21,203 215,194 1,061 ––1,920,805 4,100

Others –––––3,058 733 3,791 –

1,328,411 354,936 21,203 215,194 1,061 3,058 733 1,924,596 4,100

Assets not subject

to credit risk ––––––666 666 –

1,328,411 354,936 21,203 215,194 1,061 3,058 1,399 1,925,262 4,100

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

234

53 FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments comprise financial assets, financial liabilities and off-balance sheet financial instruments. Fair value is the

amount at which a financial asset could be exchanged or a financial liability settled, between knowledgeable and willing parties

in an arm’s length transaction. The information presented herein represents the estimates of fair values as at the balance sheet

date.

Where available, quoted and observable market prices are used as the measure of fair values. Where such quoted and observable

market prices are not available, fair values are estimated based on a range of methodologies and assumptions regarding risk

characteristics of various financial instruments, discount rates, estimates of future cash flows and other factors. Changes in the

uncertainties and assumptions could materially affect these estimates and the resulting fair value estimates.

In addition, fair value information for non-financial assets and liabilities are excluded as they do not fall within the scope of FRS

132 – Financial Instruments: Disclosure and Presentation which requires the fair value information to be disclosed.

A range of methodologies and assumptions have been used in deriving the fair values of the Group’s and the Company’s

financial instruments at balance sheet date. The total fair values by each financial instrument approximates the total carrying

value, except for the following:

The Group

2005 2004

Carrying Fair Carrying Fair

amount value amount value

RM’000 RM’000 RM’000 RM’000

Financial assets

Held-to-maturity securities 2,420,509 2,363,790 2,691,566 2,706,106

Loans, advances and financing 69,095,880 70,122,038 62,603,030 63,628,852

Financial liabilities

Amount due to Cagamas Berhad 2,375,329 2,426,748 2,283,878 2,426,748

Loan stocks 782,763 828,114 778,346 845,139

Bonds 928,708 966,039 912,118 1,031,843

Subordinated Notes 1,872,016 1,887,039 1,516,214 1,560,443

The Company

2005 2004

Carrying Fair Carrying Fair

amount value amount value

RM’000 RM’000 RM’000 RM’000

Financial assets

Held-to-maturity securities 183,064 188,102 215,194 237,948

Financial liabilities

Bonds 500,000 537,331 500,000 539,841

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

235

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

53 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amount of the held-to-maturity securities at the balance sheet date were not reduced to their estimated fair values

as these securities will be held-to-maturity and the Directors are of the opinion that the amounts will be recoverable in full on the

maturity date.

The fair values are based on the following methodologies and assumptions:

Short-term funds and placements with financial institutions

For short-term funds and placements with financial institutions with maturities of less than six months, the carrying value is a

reasonable estimate of fair value. For deposits and placements with maturities six months and above, the estimated fair value

is based on discounted cash flows using prevailing money market interest rates at which similar deposits and placements

would be made with financial institutions of similar credit risk and remaining period to maturity.

Securities purchased under resale agreements

The fair values of securities purchased under resale agreements with maturities of less than six months approximate the

carrying values. For securities purchased under resale agreements with maturities six months and above, estimated fair value

is based on discounted cash flows using market rates for the remaining term to maturity.

Securities held for trading, available-for-sale and held-to-maturity securities

The estimated fair value is generally based on quoted and observable market prices. Where there is no ready market in certain securities,

the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions,

discounted cash flow analysis, option pricing models and other revaluation techniques commonly used by market participants.

Loans, advances and financing

For floating rate loans, the carrying value is generally a reasonable estimate of fair value.

For fixed rate loans, the fair value is estimated by discounting the estimated future cash flows using the prevailing market rates

of loans with similar credit risks and maturity.

The fair values of impaired floating and fixed rate loans are represented by their carrying value, net of specific allowance and

interest-in-suspense, being the expected recoverable amount.

Other assets

The estimated fair values of other assets identified as financial instruments approximate the carrying values as these assets

constitute receivables due from government related agencies and based on the Directors’ estimate, the realisable value of the

final consideration as at balance sheet date is similar to that of the carrying value.

Amount owing by/to subsidiaries

The estimated fair values of the amount owing by/to subsidiaries approximate the carrying values as the balances are either

recallable on demand or are based on the current rates for such similar loans.

Deposits from customers

For deposits from customers with maturities of less than six months, the carrying amounts are a reasonable estimate of their

fair value. For deposit with maturities of six months or more, fair values are estimated using discounted cash flows based on

prevailing market rates for similar deposits from customers.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

236

53 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Deposits and placements of banks and other financial institutions

The estimated fair values of deposits and placements of banks and other financial institutions with maturities of less than six

months approximate the carrying values. For deposits and placements with maturities six months or more, the fair values are

estimated based on discounted cash flows using prevailing money market interest rates for deposits and placements with

similar remaining period to maturity.

Obligations on securities sold under repurchase agreements

The estimated fair values of obligations on securities sold under repurchase agreements with maturities of less than six months

approximate the carrying values. For obligations on securities sold under repurchase agreements with maturities of more than

six months, the fair values are estimated based on discounted cash flows using prevailing money market interest rates with

similar remaining period to maturity.

Floating rate certificates of deposits

For floating rate certificates of deposits, values are estimated based on discounted cash flow using prevailing market interest

rates for floating rate certificates of deposits.

Bills and acceptances payable

The estimated fair values of bills and acceptances payable with maturities of less than six months approximate the carrying values.

For bills and acceptances payable with maturities of six months or more, the fair values are estimated based on discounted cash

flows using prevailing money market interest rates for bills and acceptances payable with similar remaining period to maturity.

Amount due to Cagamas Berhad

The estimated fair values of the amount due to Cagamas Berhad with maturities of less than six months approximate the

carrying values. For amount due to Cagamas Berhad with maturities of six months or more, the fair values are estimated based

on discounted cash flows using prevailing interest rates for loans sold to Cagamas Berhad with similar remaining period to

maturity.

Other liabilities

The fair value of other liabilities approximates the carrying value at the balance sheet date.

Bonds

Bonds comprise redeemable unsecured RM bonds issued by the Company. For bonds with maturities of six months or more,

the fair values are estimated based on discounted cash flows using indicative yields taking into consideration the credit rating of

the Bonds.

ICULS

The estimated fair value of ICULS approximates the carrying value as based on the Directors’ estimate, the effective interest

rate of the ICULS is a fair reflection of the current rates for such similar long term borrowings.

Loan stocks

Loan stocks comprise negotiable certificates of deposits issued by a subsidiary bank. The estimated fair values are estimated

based on discounted cash flows using prevailing market rates for similar negotiable certificates of deposits. Where market rates

are not readily available, fair values are estimated by reference to corporate bond indicative yields taking into consideration the

credit rating of the subsidiary bank.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

237

53 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Other borrowings

The estimated fair values of other borrowings with maturities of less than six months approximate the carrying values. For other

borrowings with maturities six months or more, the fair values are estimated based on discounted cash flows using prevailing

market rates for borrowings with similar risk profile.

Subordinated Notes

For Subordinated Notes 2003/2013, the fair value is calculated using the trading stock price at the Luxembourg Stock Exchange.

For Subordinated Notes 2004/2014, the fair value is estimated based on discounted cash flows using prevailing market rates for

borrowings with similar risks profile.

For Subordinated Notes 2005/2015, the fair value is determined by referencing to the securities price quoted by Bloomberg.

Foreign exchange rate and interest rate contracts

The fair values of foreign exchange rate and interest rate related contracts are the estimated amounts the Group or the Company

would receive or pay to terminate the contracts at the balance sheet date.

Credit related commitment and contingencies

The net fair value of these items was not calculated as estimated fair values are not readily ascertainable. These financial

instruments generally relate to credit risks and attract fees in line with market prices for similar arrangements. They are not

presently sold nor traded. The fair value may be represented by the present value of fees expected to be received, less

associated costs.

54 CHANGE IN ACCOUNTING POLICIES AND COMPARATIVE FIGURES

During the financial year, the Group and the Company adopted Bank Negara Malaysia’s revised Guidelines on Financial Reporting

for Licensed Institutions’ (“BNM/GP8”) which resulted in a change in the accounting policy for the classification and measurement

of the Group’s and the Company’s securities portfolio and derivative financial instruments.

(a) Securities portfolio

In previous years, the securities portfolio was classified into dealing and investment securities. Dealing securities were

stated at the lower of cost and market value. Investment securities were stated at amortised cost or cost and allowance

was made in the event of any permanent diminution in value.

Due to the adoption of the revised BNM/GP8, the securities portfolio is now classified into securities held for trading,

available-for-sale securities and held-to-maturity securities. Securities are initially recognised at fair value.

Securities held for trading (“HFT”) and available-for-sale (“AFS”) securities are subsequently carried at fair value. Gains

and losses arising from changes in the fair value of the HFT category are included in the income statement in the period

which they arise. Gains and losses arising from changes in the fair value of AFS securities are recognised directly in

equity, until the securities are derecognised or impaired at which time the cumulative gains or losses previously recognised

in equity are recognised in the income statement. Investment in equity instruments that do not have quoted market price

in an active market and whose fair value cannot be reliably measured are stated at cost.

Held-to-maturity securities are subsequently measured at amortised cost using the effective interest method. Gains and

losses arising from the derecognition or impairment of the securities are recognised in the income statement.

The change in accounting policy has been accounted for retrospectively.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

238

54 CHANGE IN ACCOUNTING POLICIES AND COMPARATIVE FIGURES (CONTINUED)

(b) Derivative financial instruments

In the previous years, the Group’s and the Company’s derivative transactions were not recorded on the balance sheet

with the exception of forward exchange contracts, which are fair valued and the related gains and losses are recognised

in the income statement.

Due to the adoption of revised BNM/GP8, all derivatives are now initially recognised at fair value on the date on which a

derivative contract is entered into and are subsequently remeasured at their fair value. All derivatives are carried as

assets when fair value is positive and as liabilities when fair value is negative. Changes in the fair value of any derivatives

that do not qualify for hedge accounting are recognised immediately in the income statement.

The change in accounting policy has been accounted for retrospectively.

As Effect of change

previously in accounting As

reported policies restated

RM’000 RM’000 RM’000

Group

At 31 December 2004

Balance sheets

Securities held for trading – 6,556,140 6,556,140

Available-for-sale securities – 11,621,682 11,621,682

Held-to-maturity securities – 2,691,566 2,691,566

Other assets 2,275,005 (242,573) 2,032,432

Derivative financial instruments – assets – 287,976 287,976

Derivative financial instruments – liabilities – 511,784 511,784

Deferred tax assets (net) 321,347 (35,586) 285,761

Tax recoverable 466,877 (20,314) 446,563

Other liabilities 4,277,563 (319,624) 3,957,939

Loan stocks 762,232 16,114 778,346

Subordinated Notes 1,519,488 (3,274) 1,516,214

Minority interests 827,753 13,087 840,840

Statement of changes in equity

Retained profit 2,635,428 (26,316) 2,609,112

Revaluation reserve – available-for-sale securities – 198,053 198,053

Income statements

Interest income 5,276,500 (5,188) 5,271,312

Interest expense 2,572,976 7,825 2,580,801

Non-interest income 1,473,968 (24,492) 1,449,476

Allowance for impairment of securities – 14,807 14,807

Taxation 144,027 (23,794) 120,233

Minority interests 193,870 4,004 197,874

Net profit for the financial year 752,227 (17,687) 734,540

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

239

54 CHANGE IN ACCOUNTING POLICIES AND COMPARATIVE FIGURES (CONTINUED)

As Effect of change

previously in accounting As

reported policies restated

RM’000 RM’000 RM’000

Company

At 31 December 2004

Balance sheets

Securities held for trading – 354,936 354,936

Available-for-sale securities – 21,203 21,203

Held-to-maturity securities – 215,194 215,194

Derivative financial instruments – asset – 1,061 1,061

Deferred tax liabilities 12,948 5,470 18,418

Statement of changes in equity

Retained profit 735,090 14,067 749,157

Revaluation reserve – available-for-sale securities – 18,355 18,355

Income statements

Non-interest income 343,118 13,116 356,234

Write back of allowance for impairment of securities – 1,019 1,019

Taxation 14,851 3,958 18,809

Net profit for the financial year 285,532 10,177 295,709

As Effect of change

previously in accounting As

reported policies restated

RM’000 RM’000 RM’000

Group

At 1 January 2004

Balance sheets

Deferred tax assets (net) 359,924 (13,155) 346,769

Statement of changes in equity

Retained profit 2,193,878 (8,629) 2,185,249

Revaluation reserve – available-for-sale securities – 119,690 119,690

Company

At 1 January 2004

Balance sheets

Deferred tax liabilities 8,650 1,512 10,162

Statement of changes in equity

Retained profit 641,372 3,890 645,262

Revaluation reserve – available-for-sale securities – 20,405 20,405

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

240

55 THE OPERATIONS OF ISLAMIC BANKING

Consolidated balance sheet as at 31 December 2005

Note 2005 2004

RM’000 RM’000

Assets

Cash and short-term funds (a) 755,969 486,192

Deposits and placements with banks and other financial institutions (b) 5,000 100,000

Securities held for trading (c) 13,978 53,209

Available-for-sale securities (d) 109,403 –

Financing, advances and other loans (e) 15,893 –

Deferred tax assets (f) 4,375 –

Statutory deposits with Bank Negara Malaysia (g) 3,120 –

Fixed assets (h) 9,878 –

Other assets (i) 3,537 956

Total assets 921,153 640,357

Liabilities and Islamic banking capital funds

Deposits from customers (j) 555,820 197,416

Deposits and placements of banks and other financial institutions (k) 130,684 306,965

Bills and acceptances payable 694 –

Amount due to holding company 165 –

Amount due to related companies 169 –

Provision for taxation and zakat (l) 7,141 5,053

Long-term borrowings (m) 41,830 41,830

Other liabilities (n) 7,385 5,271

Total liabilities 743,888 556,535

Islamic banking funds 169,683 69,683

Reserves 7,582 14,139

Total Islamic banking capital funds 177,265 83,822

Total liabilities and Islamic banking capital funds 921,153 640,357

Commitments and contingencies

Principal (o) 110,108 177,000

Credit equivalent (o) 71,822 101,000

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

241

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

Consolidated income statement

for the financial year ended 31 December 2005

Note 2005 2004

RM’000 RM’000

Income derived from investment of depositors’ funds and others (q) 20,997 20,117

Transfer to/(from) profit equalisation reserve (p) 2,348 (1,555)

Other expense directly attributable to the investment

of the depositors and Islamic banking capital funds (57) (69)

Total attributable income 23,288 18,493

Income attributable to depositors (r) (15,034) (12,669)

Income attributable to Reporting Institutions 8,254 5,824

Income derived from investment of Islamic banking capital funds (s) 15,847 9,011

Total net income 24,101 14,835

(Allowance for)/writeback of losses on financing, advances and other loans (245) 206

Overhead expenses (t) (28,992) (3,418)

(Loss)/profit before taxation and zakat (5,136) 11,623

Taxation and zakat (u) 523 (3,344)

Net (loss)/profit for the financial year (4,613) 8,279

Consolidated statement of changes in equity

for the financial year ended 31 December 2005

Non-distributable Distributable

Revaluation

reserve-

Islamic available-

banking Statutory for-sale Retained

funds reserves securities profits Total

RM’000 RM’000 RM’000 RM’000 RM’000

2005

Balance as at 1 January 2005 69,683 2,740 – 11,399 83,822

Net loss for the financial year –––(4,613) (4,613)

Net gain from change in fair value

of available-for-sale securities ––864 – 864

Deferred tax impact ––(242) – (242)

Net gain not recognised in

income statement ––622 – 622

Issue of share capital 100,000 –––100,000

Transfer to statutory reserves – 534 – (534) –

Interim dividend paid for 2005 –––(2,566) (2,566)

Balance as at 31 December 2005 169,683 3,274 622 3,686 177,265

2004

Balance as at 1 January 2004 69,683 1,163 – 4,697 75,543

Net profit for the financial year –––8,279 8,279

Transfer to statutory reserves – 1,577 – (1,577) –

Balance as at 31 December 2004 69,683 2,740 – 11,399 83,822

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

242

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

Consolidated cash flow statement

for the financial year ended 31 December 2005

2005 2004

RM’000 RM’000

Operating activities

(Loss)/profit before taxation and zakat (5,136) 11,623

Add/(less) adjustments:

Transfer (from)/to profit equalisation reserve (2,348) 1,555

Depreciation of fixed assets 218 –

Net unrealised (gain)/loss on revaluation of securities held for trading (177) 188

Accretion of discount less amortisation of premium (2,168) –

Net loss from sale of available-for-sale securities 20 –

Net gain from sale of securities held for trading (11,284) –

Allowance for/(writeback of) losses on financing, advances

and other loans 245 (206)

(20,630) 13,160

(Increase)/decrease in operating assets

Deposits and placements with banks and other financial institutions 95,000 (100,000)

Securities held for trading 50,583 298,345

Financing, advances and other loans (16,138) 13,703

Statutory deposits with Bank Negara Malaysia (3,120) 1,261

Other assets (2,599) 1,192

Increase/(decrease) in operating liabilities

Deposits from customers 358,404 121,839

Bills and acceptances payable 694 –

Deposits and placements of banks and other financial institutions (176,281) 16,091

Other liabilities 4,456 1,220

Amount due to holding company 165 –

Amount due to related companies 169 –

Cash flow generated from operations 290,703 366,811

Taxation paid (1,999) (1,587)

Net cash flow generated from operating activities 288,704 365,224

Investing activities

Net proceeds from (purchase)/disposal of available-for-sale securities (106,265) 30,006

Purchase of fixed assets (10,096) –

Net cash (used in)/generated from investing activities (116,361) 30,006

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

243

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

Consolidated cash flow statement

for the financial year ended 31 December 2005 (Continued)

Note 2005 2004

RM’000 RM’000

Financing activities

Issuance of share capital 100,000 –

Dividend paid (2,566) –

Net cash flow generated from financing activities 97,434 –

Net increase in cash and cash equivalents during the financial year 269,777 395,230

Cash and cash equivalents at beginning of the financial year 486,192 90,962

Cash and cash equivalents at end of the financial year (a) 755,969 486,192

(a) Cash and short-term funds

Cash and balances with banks and other financial institutions 569 242

Money at call and deposit placements maturing within one month 755,400 485,950

755,969 486,192

(b) Deposits and placements with banks and other financial institutions

General investment funds:

Licensed banks 5,000 –

Specific investment funds:

Licensed banks – 70,000

Licensed finance companies – 15,000

Other financial institutions – 15,000

– 100,000

Money market instruments:

Islamic Bank Negara Negotiable notes – 1,273

Negotiable instruments of deposits 4,932 –

4,932 1,273

Unquoted securities:

In Malaysia

Islamic private debt securities 9,046 51,936

13,978 53,209

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

244

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(d) Available-for-sale securities

Money market instruments:

Unquoted

Malaysian Government Investment issues 70,007 –

Khazanah bond 13,094 –

Private debt securities 26,302 –

109,403 –

(e) Financing, advances and other loans

Cash 3 –

Term financing 22,417 –

22,420 –

Less: Unearned income (6,282) –

Gross financing, advances and other loans 16,138 –

Allowance for bad and doubtful financing:

– General (245) –

Total net financing, advances and other loans 15,893 –

(i) Financing analysed by contract is as follows:

Murabahah 9,807 –

Bai-Bithaman (deferred payment sale) 6,310 –

Others 21 –

16,138 –

(ii) The maturity structure of financing is as follows:

Maturity within 1 year 21 –

One year to three years 9,807 –

Three years to five years 49 –

Over five years 6,261 –

16,138 –

(iii) Financing according to economic sector is as follows:

Construction 9,807 –

Purchase of residential landed property 6,310 –

Others 21 –

16,138 –

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

245

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(e) Financing, advances and other loans (Continued)

(iv) Movement in the allowance for bad and doubtful financing

are as follows:

General allowance

At 1 January – 206

Net allowance made during the financial year 245 –

Amount written back during the financial year – (206)

Balance at 31 December 245 –

(as % of gross financing, advances and other loans) 1.52% –

(f) Deferred tax assets

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined

after appropriate offsetting, are shown in the balance sheet:

2005

RM’000

Unutilised tax losses 4,764

General allowance for bad and doubtful financing 27

Accelerated tax depreciation (202)

Other temporary differences (214)

4,375

Deferred tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefit

through the future taxable profits is probable. The Directors are of the opinion that the Group will be able to generate

future taxable profits in excess of the profits arising from the reversal of existing taxable temporary differences.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

246

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

(f) Deferred tax assets (Continued)

The movements in deferred tax assets and liabilities during the financial year comprise the following:

General

allowance for

bad and Accelerated Other

Unutilised doubtful tax temporary

Deferred tax tax losses financing depreciation differences Total

assets/(liabilities) RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2005 –––––

Credited/(charged) to

income statement 4,764 27 (202) 28 4,617

Transferred to equity –––(242) (242)

At 31 December 2005 4,764 27 (202) (214) 4,375

(g) Statutory deposits with Bank Negara Malaysia

The statutory deposits are maintained with Bank Negara Malaysia in compliance with Section 37(1) (c) of the Central Bank

of Malaysia Act, 1958 (revised 1994), the amounts of which are determined at set percentages of total eligible liabilities.

(h) Fixed assets

Renovations,

office Computer

equipment, equipment

furniture and

and Motor software

fittings vehicles under lease Total

2005 RM’000 RM’000 RM’000 RM’000

Cost

At 1 January ––––

Additions 9,427 193 476 10,096

At 31 December 9,427 193 476 10,096

Accumulated depreciation

At 1 January ––––

Charge for the financial period 133 20 65 218

At 31 December 133 20 65 218

Net book value

at 31 December 2005 9,294 173 411 9,878

The above fixed assets include renovations and computer equipment and software under construction at cost of RM7,691,000.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

247

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(i) Other assets

Dividend receivables 1,781 628

Other debtors, deposits and prepayments 1,756 328

3,537 956

(j) Deposits from customers

Non-Mudharabah fund:

Demand deposits 5,906 –

Saving deposits 8,639 –

14,545 –

Mudharabah fund:

Savings deposits 8,361 –

Demand deposits 3,249 –

General investment deposits 301,390 –

Special investment deposits 123,230 197,416

Others 105,045 –

541,275 197,416

555,820 197,416

(i) Maturity structure of investment deposits are as follow:

Due within six months 422,364 197,416

Six months to one year 1,255 –

Three years to five years 1,001 –

424,620 197,416

(ii) The deposits are sourced from following customers:

– Business enterprises 228,374 117,336

– Others 327,446 80,080

555,820 197,416

(k) Deposits and placements of banks and other financial institutions

Mudharabah fund:

Bank Negara Malaysia 20,154 –

Other financial institutions 110,530 306,965

130,684 306,965

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

248

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(l) Provision for taxation and zakat

Taxation 7,136 5,052

Zakat 5 1

7,141 5,053

(m) Long-term borrowings

Negotiable certificate of deposits 41,830 41,830

(n) Other liabilities

Dividend payable 3,677 2,210

Profit equalisation reserve (Note p) 389 2,737

Other liabilities 3,319 324

7,385 5,271

(o) Commitments and contingencies

2005 2004

Risk Risk

Credit weighted Credit weighted

Principal equivalent amount Principal equivalent amount

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Direct credit substitutes 33,535 33,535 26,643 75,000 75,000 58,544

Irrevocable commitments

to extend credit

– maturity less than

one year –––50,000 ––

– maturity exceeding

one year 44,923 22,462 22,119 52,000 26,000 26,000

Certain transaction related

contingencies 31,650 15,825 15,825 –––

110,108 71,822 64,587 177,000 101,000 84,544

2005 2004

RM’000 RM’000

(p) Profit equalisation reserve

At 1 January 2,737 1,182

Amount provided during the financial year 1,554 6,887

Amount written back during the financial year (3,902) (5,332)

At end of financial year 389 2,737

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

249

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(q) Income derived from investment of depositors’ funds and others

Income derived from investment of:

(i) General investment deposits 8,091 10,367

(ii) Specific investment deposits 12,099 9,750

(iii) Others 807 –

20,997 20,117

(i) Income derived from investment of general investment deposits

Finance income and hibah:

Financing, advances and other loans 12 –

Securities held for trading 642 3,402

Available-for-sale securities 407 555

Money at call and deposit with financial institutions 2,964 1,701

4,025 5,658

Accretion of discount less amortisation of premium 1,382 –

5,407 5,658

Other operating income:

Net gain from foreign exchange transaction 32 –

Net loss from sale of available-for-sale securities (13) –

Net gain from sale of securities held for trading 1,734 4,711

Net unrealised gain/(loss) on revaluation of securities held for trading 80 (101)

1,833 4,610

Fees and commission income:

Fees on financing, advances and other loans 153 –

Advisory fees 194 –

Guarantor fees 426 98

Facility fees 70 –

843 98

Other income 8 1

8,091 10,367

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

250

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(q) Income derived from investment of depositors’ funds and others (Continued)

(ii) Income derived from investment of specific investment deposits

Finance income and hibah:

Financing, advances and other loans 58 272

Securities held for trading 1,557 4,953

Money at call and deposit with banks and other financial institutions 10,490 4,201

12,105 9,426

Other dealing income:

Net (loss)/gain from sale of securities held for trading (6) 324

12,099 9,750

(iii) Income derived from investment of other deposits

Finance income and hibah:

Financing, advances and other loans 4 –

Available-for-sale securities 130 –

Money at call and deposit with banks and other financial institutions 196 –

330 –

Accretion of discount less amortisation of premium 439 –

769 –

Other operating income:

– Net loss from sale of available-for-sale securities (4) –

– Net gain from sale of securities held for trading 27 –

– Net gain from foreign exchange transactions 10 –

33 –

Fees and commission income 2 –

Other income 3 –

807 –

(r) Income attributable to depositors

Deposits from customers

– Mudharabah Fund 8,943 2,479

– Non-Mudharabah Fund 8 –

Deposits and placements of banks and other financial institutions

– Mudharabah Fund 6,083 10,190

15,034 12,669

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

251

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(s) Income derived from investment of Islamic banking capital funds

Finance income and hibah:

Financing, advances and other loans 766 –

Available-for-sale securities 106 1,763

Securities held for trading 851 992

Money at call and deposit with financial institutions 1,950 1,001

Accretion of discount less amortisation of premium 347 –

4,020 3,756

Other dealing income:

Net gain from sale of securities held for trading 9,529 4,223

Net unrealised gain/(loss) on revaluation of securities held for trading 97 (87)

Net gain from foreign exchange transaction 8 –

Net loss from sale of available-for-sale securities (3) –

9,631 4,136

Fees and commission income:

Fees on financing, advances and other loans 106 –

Advisory fees 145 65

Arrangement fees 1,560 795

Guarantee fees 341 225

Facility fees 39 –

Others 3 34

2,194 1,119

Other income 2 –

15,847 9,011

All unrestricted funds received from the Group’s deposits are co-mingled into a single pool of funds under general investment

deposits. Restricted funds categorised under specific investment deposits are managed separately, where the utilisation of the

funds is identified and matched with specific funds. Islamic income/profit generated from the general investment and specific

investment deposits’ funds are allocated to various categories of depositors by using the weighted average rate of return

method effective 1 October 2005 (previously, annualised rate of return).

For the placement of funds by external parties under Mudharabah Placement, the depositors shall only be entitled to the profit

sharing of the Islamic income earned from Fund Based Income and Trading Income as the depositors are not investing in the

Fee Based Islamic business except underwriting and guarantee fees. Under a typical Mudharabah Placement Agreement, it

shall be clearly spelt out to the depositors on the above agreement.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

252

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

The Group distributes Islamic income/profit derived from depositors’ funds based on a pre-determined ratio in the case of

Mudharabah, and on a ratio determined at the discretion of the Group in the case of Non-Mudharabah. The profit/income

distribution rate is arrived based on the framework of the rate of return issued by BNM.

Where an account is classified as non-performing, recognition of profit income is suspended until it is realised on a cash basis.

Customers accounts are classified as non-performing when payments are in arrears for 3 months or more from first day of

default for financing and after 3 months from maturity date.

2005 2004

RM’000 RM’000

(t) Overhead expenses

Personnel costs

– salaries, allowances and bonuses 6,493 1,033

– EPF 205 127

– others 1,258 66

7,956 1,226

Establishment costs

– rental 1,254 101

– others 12,533 270

13,787 371

Marketing expenses

– advertisement and publicity 1,726 373

– others 1,061 493

2,787 866

Administration and general expenses

– legal and professional fees 1,344 311

– communication 110 63

– others 3,008 581

4,462 955

28,992 3,418

Included in the personnel costs are fees paid to the Shariah Committee’s members amounting to RM129,000 (2004:

RM184,000).

The number of employees of the Group at the end of financial year was 84 (2004: 12).

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

253

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

2005 2004

RM’000 RM’000

(u) Taxation

(i) Tax expense for the financial year

Current year tax

– Malaysian income tax 4,094 3,344

Deferred taxation (4,617) –

(523) 3,344

(ii) Numerical reconciliation of income tax expense

The explanation on the relationship between tax expense and profit before taxation and zakat is as follows:

2005 2004

RM’000 RM’000

(Loss)/profit before taxation and zakat (5,136) 11,623

Tax calculated at tax rate of 28% (2004: 28%) (1,438) 3,254

Non-taxable income (179) –

Expenses not deductible for tax purposes 1,094 90

(523) 3,344

(v) Capital Adequacy Ratio

The capital adequacy ratios of the Group’s Islamic banking operation are as follows:

2005 2004

RM’000 RM’000

Tier-1 capital 129,842 42,636

Eligible Tier-2 capital 245 –

Total capital base 130,087 42,636

Capital ratios

Core capital ratio 63.12% 37.07%

Risk-weighted capital ratio 63.24% 37.07%

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

254

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

(v) Capital Adequacy Ratio (Continued)

Components of Tier-1 and Tier-2 capital are as follows:

2005 2004

RM’000 RM’000

Tier-1 capital

Islamic banking funds 135,000 35,000

Reserves (5,158) 7,636

Total Tier-1 capital 129,842 42,636

Tier-2 capital

General allowance for bad and doubtful debts 245 –

Total Tier-2 capital 245 –

Total capital base 130,087 42,636

Breakdown of risk-weighted assets in the various categories of risk-weights:

2005 2004 2005 2004

Risk Risk

Principal Principal weighted weighted

RM’000 RM’000 RM’000 RM’000

0% 87,271 1,349 – –

10% – – – –

20% 504,575 95,358 100,915 19,072

50% 6,996 – 3,498 –

100% 101,293 95,945 101,293 95,945

Total risk-weighted equivalents for credit risk 700,135 192,652 205,706 115,017

Total risk-weighted equivalents for market risk – –

Total risk-weighted assets 205,706 115,017

Pursuant to Bank Negara Malaysia’s circular, “Recognition of Deferred Tax Asset (“DTA”) and Treatment of DTA for

RWCR Purposes” dated 8 August 2004, deferred tax income/(expenses) is excluded from the calculation of Tier-1 capital

and DTA is excluded from the calculation of risk-weighted assets.

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

255

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

(w) Distribution of assets

The distribution of assets in accordance with maturity structure or expected period to cash conversion.

Non-trading book

Non-

Up to 1 – 33 – 12 1 – 5 Over interest Trading

1 month months months years 5 years sensitive book Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2005

Assets

Cash and short-

term funds 755,618 ––––351 – 755,969

Deposits and

placements of

banks and other

financial institutions – 5,000 –––––5,000

Securities held for

trading –– ––––13,978 13,978

Financing, advances

and other loans 9,810 – 18 49 6,261 (245) – 15,893

Available-for-sale

securities –– –92,646 16,757 ––109,403

Statutory deposits

with Bank Negara

Malaysia –– –––3,120 – 3,120

Other assets^ 2,469 110 89 ––15,122 – 17,790

Total assets 767,897 5,110 107 92,695 23,018 18,348 13,978 921,153

2004

Assets

Cash and short-

term funds 486,192 – –––––486,192

Deposits and

placements with

banks and other

financial institutions – 100,000 –––––100,000

Securities held for

trading –– ––––53,209 53,209

Other assets^ –– –––956 – 956

Total assets 486,192 100,000 –– –956 53,209 640,357

Other assets include fixed assets and deferred tax asset.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

256

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

(w) Distribution of assets (Continued)

The tables below summarises the effective average profit rate for each class of financial asset and financial liabilities. The

calculation of effective average profit rate excludes non-profit bearing financial assets and financial liabilities:

The Group

2005 2004

RM RM

Financial assets

Cash and short-term funds 2.93 2.18

Deposits and placements with banks and other financial institutions 2.28 2.80

Available-for-sale securities 3.70 –

Securities held for trading 4.18 5.17

Financing, advances and other loans 2.87 –

Financial liabilities

Deposits from customers 1.85 2.61

Deposits and placements of banks and other financial institutions 2.61 2.58

Long-term borrowings 3.60 3.60

(x) Concentration of assets risks

The following table sets out the concentrations of assets by economic sectors of the Group:

The Group

Cash and

short-term

funds and

deposits and

placements

with banks Financing, Commit-

and other Securities Available advances ments

financial held for for-sale and Other On-balance and con-

institutions trading securities other loans^ assets sheet total tingencies

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2005

Electricity, gas and water – 4,874 16,757 ––21,631 175

Construction –––9,807 – 9,807 70,960

General commerce ––9,545 ––9,545 –

Finance, insurance and business services 610,075 4,932 ––1,393 616,400 –

Government and government agencies 150,000 – 83,101 ––233,101 –

Purchase of residential, landed property,

securities and transport vehicles –––6,331 – 6,331 687

Others 894 4,172 ––512 5,578 –

760,969 13,978 109,403 16,138 1,905 902,393 71,822

Assets not subject to assets risks ––––18,760 18,760 –

Total 760,969 13,978 109,403 16,138 20,665 921,153 71,822

Excludes general allowance amounting to RM245,000.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

257

for the financial year ended 31 December 2005

NOTES TO THE FINANCIAL STATEMENTS

55 THE OPERATIONS OF ISLAMIC BANKING (CONTINUED)

(x) Concentration of assets risks (Continued)

The following table sets out the concentrations of assets by economic sectors of the Group:

The Group

Cash and

short-term

funds and

deposits and

placements

with banks and Securities Commitments

other financial held for Other On-balance and

institutions trading assets sheet total contingencies

RM’000 RM’000 RM’000 RM’000 RM’000

2004

Manufacturing – 20,130 345 20,475 –

Electricity, gas and water – 10,219 60 10,279 101,000

Construction – 11,244 113 11,357 –

Real estate – 10,343 176 10,519 –

Finance, insurance and

business services 491,692 – 238 491,930 –

Government and

government agencies 94,500 1,273 13 95,786 –

Others ––11 11 –

586,192 53,209 956 640,357 101,000

56 AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS

The financial statements have been authorised for issue by the Board of Directors in accordance with a resolution of the

Directors on 28 February 2006.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

258

Jan Feb Mar Apr May June Jul Aug Sept Oct Nov Dec

Bumiputra-Commerce Holdings Berhad (Commerz) Price Movement 2005

4.0

4.5

5.0

5.5

6.0

Share Performance

1. The Kuala Lumpur Composite Index (KLCI) was down 1% year to date as at end of 2005. It has underperformed the regional

markets in two out of the last three years. External factors such as the rise in oil prices, unprecedented price wars in certain

sectors such as telecommunications and cement as well as overall earnings volatility contributed to the lacklustre performance of

the equity market. The KLCI hit a 6 year high in August 2005 shortly after the 7 year ringgit peg was scrapped. Foreign investors

rushed into the market to take advantage of the undervalued currency. The performance of the KLCI, however masks the weak

underlying performance of the smaller cap stocks as the KLCI is being held up by the heavyweight blue chip stocks. The on-going

revamp of the Government-Linked Companies (GLC) which began in earnest in mid 2004 provided the support to big cap blue

chips. By the last quarter of 2004, the ringgit has not strengthened to expectation. By year end, ringgit has firmed by about 0.6%

to RM3.78 to the US dollar, as opposed to the expected strengthening of around 6% to 9%. This led to an out flow of foreign

funds.

2. BCHB’s share price reached its highest for the year on 25 July 2005 at RM5.90. The lowest price for the year was RM4.46 per

share on 6 April 2005.

Post the 6 June 2005 announcement of the strategic transformation of BCHB’s banking business, there was a positive reaction by

the investment community.

On a combined basis, post the announcement of the CIMB-BCB integration exercise, the market capitalisation of BCHB and CIMB

has increased by approximately RM4.5 billion by the year end.

BCHB was the eighth largest company by market capitalisation on Bursa Securities as at 30 December 2005. Market capitalisation

at the end of 2005 amounted to RM15.7 billion compared to RM12.7 billion at the end of 2004.

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

259

Shareholders’ Statistics

as at 28 February 2006

ANALYSIS OF SHAREHOLDINGS

Category Holders % Shares %

1 – 99 331 1.90 8,141 0.00

100 – 1,000 4,377 25.15 3,929,481 0.14

1,001 – 10,000 9,483 54.48 39,989,047 1.45

10,001 – 100,000 2,313 13.29 68,058,704 2.46

100,001 – 138,208,562 899 5.17 1,485,816,614 53.75

138,208,563 and above 2 0.01 1,166,369,273 42.20

17,405 100.00 2,764,171,260 100.00

SUBSTANTIAL SHAREHOLDERS AS AT 28 FEBRUARY 2006

No. of %

shares held of shares

1. Khazanah Nasional Berhad 660,808,872 23.91

2. Employees Provident Fund Board (EPF) 531,714,524 19.24

SHAREHOLDERS’ STATISTICS AS AT 28 FEBRUARY 2006

(as per Register of Members and Records of Depositors)

No. of %

List of Top 30 Shareholders shares held of shares

1. Khazanah Nasional Berhad 640,808,872 23.18

2. Employees Provident Fund Board 525,560,401 19.01

3. Amanah Raya Nominees (Tempatan) Sdn Bhd 93,646,184 3.39

Skim Amanah Saham Bumiputera

4. HSBC Nominees (Asing) Sdn Bhd 51,779,800 1.87

For JPMorgan Chase Bank, National Association (U.S.A)

5. HSBC Nominees (Asing) Sdn Bhd 49,781,030 1.80

BBH And Co Boston for Gmo Emerging Markets Fund

6. CIMSEC Nominees (Tempatan) Sdn Bhd 48,477,900 1.75

Security Trustee (KCW Issue 2)

7. Cartaban Nominees (Asing) Sdn Bhd 44,461,525 1.61

Government of Singapore Investment Corporation Pte Ltd

For Government of Singapore (c)

8. HSBC Nominees (Asing) Sdn Bhd 42,504,700 1.54

For JPMorgan Bank Luxembourg S.A.

9. THE BANK OF TOKYO-MITSUBISHI 35,732,400 1.29

UFJ Bank Limited

10. Amanah Raya Nominees (Tempatan) Sdn Bhd 28,628,300 1.04

Amanah Saham Malaysia 2020

11. HSBC Nominees (Asing) Sdn Bhd 27,029,400 0.98

For JPMorgan Chase Bank, National Association (U.K)

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

260

12. HSBC Nominees (Asing) Sdn Bhd 25,514,190 0.92

Abu Dhabi Investment Authority

13. Cartaban Nominees (Asing) Sdn Bhd 21,236,900 0.77

Government of Singapore Investment Corporation Pte Ltd for Monetary Authority of Singapore (H)

14. CIMSEC Nominees (Tempatan) Sdn Bhd 20,000,000 0.72

Khazanah Nasional Berhad (MES-POOL Account)

15. Malaysia Nominees (Tempatan) Sendirian Berhad 19,000,000 0.69

Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)

16. Amanah Raya Nominees (Tempatan) Sdn Bhd 16,083,500 0.58

Amanah Saham Malaysia

17. Cartaban Nominees (Asing) Sdn Bhd 14,862,600 0.54

Investors Bank and Trust Company for Ishares, Inc.

18. HSBC Nominees (Asing) Sdn Bhd 13,742,900 0.50

For JPMorgan Chase Bank, National Association (Netherlands)

19. Cartaban Nominees (Asing) Sdn Bhd 13,270,500 0.48

Investors Bank and Trust Company for William Blair International Growth (Fund)

20. Cartaban Nominees (Asing) Sdn Bhd 13,000,000 0.47

State Street Australia Fund Q3VD for Fullerton (Private) Limited

21. HSBC Nominees (Asing) Sdn Bhd 12,882,800 0.47

TNTC for Government of Singapore Investment Corporation Pte Ltd

22. Citigroup Nominees (Asing) Sdn Bhd 12,109,800 0.44

For American International Assurance Company Limited

23. HSBC Nominees (Asing) Sdn Bhd 11,145,200 0.40

Pictet and Cie for Pictet Asia Growth Fund FCP (Pam Ref 3186)

24. Citigroup Nominees (Tempatan) Sdn Bhd 10,472,000 0.38

For Prudential Assurance Malaysia Berhad

25. Kumpulan Wang Amanah Pencen 10,053,000 0.36

Jabatan Akauntan Negara Malaysia

26. Permodalan Nasional Berhad 9,876,200 0.36

Investment Processing Dept.

27. Cartaban Nominees (Asing) Sdn Bhd 9,702,400 0.35

Credit Suisse First Boston (Europe) Limited

28. Valuecap Sdn Bhd 9,660,000 0.35

29. Cartaban Nominees (Asing) Sdn Bhd 8,637,500 0.31

SSBT Fund 1 LNO for The Genesis Group Trust Employee Benefit Plans

30. HSBC Nominees (Asing) Sdn Bhd 7,976,000 0.29

For JPMorgan Chase Bank, National Association (BTPS)

1,847,636,002 66.84

SHAREHOLDERS’ STATISTICS AS AT 28 FEBRUARY 2006

(as per Register of Members and Records of Depositors)

No. of %

List of Top 30 Shareholders shares held of shares

as at 28 February 2006

SHAREHOLDERS’ STATISTICS

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

261

Properties of the Group

as at 31 December 2005

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

PROPERTIES OF BUMIPUTRA-COMMERCE HOLDINGS BERHAD:-

Commerce Square, Jalan Semantan Office Pemises Leasehold 68 13 18,974 1992

Damansara Heights, 50490 Kuala Lumpur

No. 22-24, Commerce House Office Premises Leasehold 67 9 11,523 1996

Jalan Sri Semantan 1, Damansara Heights

50490 Kuala Lumpur

No. 32-33, Khoo Hun Yeang Street Bank Premises for Leasehold 800 33 469 1972

93000 Kuching, Sarawak Kuching Branch

Sibu Laut, 93000 Kuching, Sarawak Vacant Land Leasehold 917 41 5 1964

Lot 83, Jalan Sultan Abdullah Bank Premises for Freehold – 11 275 1994

Pekan, Pahang Pekan Branch

No. 3 & 4, Taman Mewah Bank Premises for Freehold – 11 354 1994

Guar Chempedak Guar Chempedak

08800 Gurun, Kedah Branch

Ground Floor, Menara Choy Fook On Bank Premises for Leasehold 60 12 5,172 1993

1B, Jalan Yong Shook Lin Petaling Jaya Branch

Section 7, Petaling Jaya, 46050 Selangor

Lot 142, Phase 3 BCB Warehouse Freehold – 9 4,122 1996

Arab-Malaysian Industrial Land

Nilai, Negeri Sembilan

Lot 904, Bandar Kuala Pilah Shop/Office lot Freehold – 9 212 1996

72000 Kuala Pilah, Negeri Sembilan

No. 1, Jalan Angkasa Jaya Bank Premises for Leasehold 89 7 505 1998

Bukit Pilah Perdana, 72000 Kuala Pilah Kuala Pilah Branch

Negeri Sembilan

PROPERTIES OF BUMIPUTRA-COMMERCE BANK BERHAD:-

193B & 193C, Batu 4

Bank Premises Freehold – 23 676 1982

Jalan Skudai, Johor

B-A1, A2, A3 & A4, Pusat Perdagangan Bank Premises Leasehold 73 11 1,236 1994

Pasir Gudang, Johor

Sri Lagenda Garden Resort Holiday Apartment Freehold – 10 353 1995

Langkawi (2 units)

1583, Jln Tunku Ibrahim, Alor Star, Kedah Bank Premises Leasehold 8 22 846 1983

No. 1787 A-H, Jln Telok Wan Jah Bank Premises Leasehold 87 12 492 1993

Alor Star, Kedah

Bangunan Bumiputra-Commerce Bank Bank Premises Freehold – 34 173 1971

Jalan Maju, Kota Bharu, Kelantan

Lot 522 & 523, Tanah Merah, Kelantan Bank Premises Freehold – 31 37 1974

PTB 261 & 262, HS (D) 2/85 Bank Premises Leasehold 47 9 285 1996

Bandar Machang, Kelantan

422, 423 & 424, Jln Pasir Puteh Bank Premises Leasehold 43 23 355 1982

Pasir Puteh, Kelantan

Level 1, 2 & 3, Wisma Square Point Bank Premises Leasehold 91 8 3,722 1997

Kota Bharu, Kelantan

No. 2, Jln Kaskas, Taman Cheras Bank Premises Freehold – 11 456 1994

Kuala Lumpur

No. 39 & 40, Jln 9/55A Bank Premises Leasehold 86 13 771 1992

Taman Setiawangsa, Kuala Lumpur

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

262

G21 & 22, Pertama Kompleks Bank Premises Freehold – 26 292 1979

Jln Tuanku Abd Rahman, Kuala Lumpur

No. 138, 140 & 142 Bank Premises Freehold – 23 1,778 1982

Jalan Burhanuddin Helmi, Kuala Lumpur

Ground Floor, Podium Level Bank Premises Leasehold 89 10 5,729 1995

Financial Park, Labuan

Greentop, 7

Mile, Teluk Kemang Holiday Bungalow Freehold – 29 290 1976

(Lot 1017 Mukim SiRusa, Port Dickson)

Negeri Sembilan

1A & 2B, Kompleks Bumi Negeri Bank Premises Leasehold 90 9 3,555 1996

Seremban, Negeri Sembilan

Lot 23 & 24, Jalan Tahan Bank Premises Freehold – 15 175 1990

Bandar Baru Jerantut, Pahang

177, Jln Engku Muda Mansur Bank Premises Leasehold 31 29 271 1976

Pekan, Pahang

60, GF, Kompleks Teruntum Bank Premises Freehold – 24 511 1981

Kuantan, Pahang

32, Jalan Bank, (Bangunan BCB) Bank Premises Leasehold 64 35 1,173 1970

Kuantan, Pahang

Lot 104 & 105, Jln Besar, Maran, Pahang Bank Premises Leasehold 69 30 31 1975

Lot 32 & 33, Jalan Pasar, Teluk Intan, Perak Bank Premises Leasehold 87 12 474 1993

Lot 1411, 1422 & 1423, Vacant Land Leasehold 76 23 73 1982

Jalan Gopeng, Kampar, Perak

No. 38, 39 & 40, Medan Istana Bank Premises Leasehold 89 10 610 1995

Bandar Raya, Ipoh, Perak

Lot 44, 45, 46 & 47 Bank Premises Leasehold 44 16 1,483 1989

Jalan Penjara, Kangar, Perlis

Sri Sayang Hotel Apartment Holiday Apartment Freehold – 10 387 1995

Batu Ferringhi, Pulau Pinang (2 units)

GF, FF & SF, Bangunan DPMM Bank Premises Leasehold 8 22 2,006 1983

No. 37, Leboh Pantai, Pulau Pinang

Level 1, Phase 1B, Komtar, Pulau Pinang Bank Premises Leasehold 69 11 2,782 1994

Lot CL2 (GF & FF) Bank Premises Leasehold 76 13 1,577 1992

Pusat Bandar Bayan Baru, Pulau Pinang

No. 7 & 8, Taman Inderawasih Bank Premises Leasehold 91 8 2,398 1997

Perai, Pulau Pinang

GF, FF, TB 290, 291 & 292, Lot 7-9 Bank Premises Freehold – 8 1,703 1997

Block 30, Fajar Complex, Tawau, Sabah

Lot 1.01, Level 1, Satok Building Bank Premises Freehold – 33 3,205 1972

Jalan Satok, Kuching, Sarawak

Lot 230 & 231, Bandar Serian, Sarawak Bank Premises Leasehold 34 26 487 1979

No. 2 Jln SG 1/2 Bank Premises Freehold – 25 662 1980

Taman Sri Gombak, Selangor

Pusat Putra, Bangi, Selangor Training Centre Leasehold 87 22 6,655 1983

395, Jalan Bandar Baru Bank Premises Leasehold 87 12 187 1993

Sg. Buloh, Selangor

2 units shophouses at Section 18 Bank Premises Leasehold 86 13 295 1992

Shah Alam, Selangor

Green Hill Resort, Tanah Rata Holiday Apartment Freehold – 10 328 1995

Cameron Highlands, Pahang (2 units)

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

263

Precint 3.5, Pusat Bandar Shah Alam Vacant Land Leasehold 89 10 4,393 1995

Seksyen 14, Selangor

1519B, Jalan Tunku Ibrahim Bank Premises Leasehold 35 25 164 1980

Alor Star, Kedah

Main Branch & Head Office Bank Premises Freehold – 40 7,308 1965

6, Jalan Tun Perak, Kuala Lumpur

151, Jalan 2/3A, Off 12 km Bank Premises Leasehold 87 12 935 1993

Jalan Ipoh, Batu Caves, Kuala Lumpur

4232, Jalan Besar, Bukit Pelanduk Bank Premises Freehold – 21 824 1984

Negeri Sembilan

41, Jalan Terentang, Rembau Bank Premises Leasehold 73 26 88 1979

Negeri Sembilan

89, Jalan Sultan Yusof, Ipoh, Perak Bank Premises Freehold – 28 781 1977

No. 21-23 China Street Ghaut Vacant Building Freehold – 41 389 1964

Pulau Pinang

64 & 65, Leboh Pantai, Pulau Pinang Vacant Building Freehold – 41 111 1964

15, Leboh Pantai, Pulau Pinang Bank Premises Freehold – 45 264 1960

No. 12, Jalan Dato Hamzah Bank Premises Freehold – 47 66 1958

Klang, Selangor

No. 280, Jalan Besar, Bank Premises Freehold – 27 288 1978

Batang Berjuntai, Selangor

No. 24 Jalan Utas, Seksyen 15 CAD Leasehold 84 15 138 1990

Shah Alam, Selangor

113 & 114, Jalan Genuang Bank Premises Freehold – 7 881 1998

Segamat, Johor

39A, Jalan Rahman, Batu Pahat, Johor Bank Premises Freehold – 17 747 1988

87-89 Jln Pahlawan Bank Premises Freehold – 18 264 1987

Tmn Ungku Tun Aminah

Johor Bharu, Johor

G86, G87, F122, F123 & F124 Bank Premises Leasehold 73 17 595 1988

Holiday Plaza, Johor Bharu, Johor

Plot No. 12, Lot No 1775 Bank Premises Freehold – 6 126 1999

Pekan Kuala Nerang, Kedah

No. 40 & 41, Pusat Bandar Kuah Bank Premises Freehold – 15 356 1990

Pulau Langkawi, Kedah

Lots 1931, 1932 & 1933 Vacant Lots Leasehold 46 20 26 1985

Gua Musang, Kelantan

No. 32, Jln Tun Perak Bank Premises Freehold – 7 3,778 1998

Oriental Building, Kuala Lumpur

Vacant development land Vacant Lots Freehold _ 13 1,000 1992

at Ulu Kelang, Selangor

TL 20753258, 20750388 & 20750389 Vacant Lots Leasehold 75 15 2,113 1990

District of Labuan, Labuan

Lot 295, No. 11, Tmn Bukit Piatu Bank Premises Freehold – 6 296 1999

Seksyen 3, Bukit Baru, Melaka

3690, Jalan Raja Melewar Bank Premises Leasehold 82 7 616 1998

Kuala Pilah, Negeri Sembilan

No. 114 & 115, Jln Besar Bank Premises Leasehold 65 17 121 1988

Bandar Baru Kuala Lipis, Pahang

No. 7 & 8, Rumah Kedai Murah LKNP Bank Premises Leasehold 78 17 229 1988

Jalan Ahmad Shah, Temerloh, Pahang

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

264

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

No. 1 & 1A, Kinta Mansion Bank Premises Freehold – 6 1,208 1999

Medan Kidd, Ipoh, Perak

No. 6 & 7, Jln Kelichap Bank Premises Leasehold 80 6 246 1999

Parit Buntar, Perak

Lot 1872, Bangunan BBMB Bank Premises Freehold – 7 1,711 1998

4228 Jalan Bagan Luar

Butterworth, Pulau Pinang

GF, Lot 8 & 9, Block C Bank Premises Leasehold 74 15 232 1990

Ranau New Town Centre, Sabah

Lot 507 & 508 Block 9 Bank Premises Leasehold 74 18 503 1987

Miri Concession Land District (MCLD)

Jalan Permaisuri, Miri, Sarawak

Lot 2300 & 2301, BDA-Shahida Bank Premises Leasehold 37 15 640 1990

Commercial Centre, Lebuhraya Abang

Gatau, Bintulu, Sarawak

No. 48 & 50, Jln SS 21/35 Bank Premises Freehold – 7 1,179 1998

Damansara Utama, Petaling Jaya, Selangor

Lot 12 & 13, Phase 4 (Metro 1) Bank Premises Freehold – 7 510 1998

Town Centre, Taman Melawati

No 227 & 228, Jalan Bandar 13

Taman Melawati, Hulu Klang, Selangor

No. 9 & 10, Jln Tun Aziz Lim Tan Bank Premises Leasehold 47 7 1,052 1998

Kajang, Selangor

No. 27, 29 & 31, Jln 52/2, Section 52 Bank Premises Leasehold 84 15 1,802 1990

Petaling Jaya, Selangor

No. K712 & 713, Jalan Sulaimani Chukai Bank Premises Freehold – 6 755 1999

Kemaman, Terengganu

Lot 139A-B, Jalan Satok Bank Premises Leasehold 848 33 25 1972

93400 Kuching, Sarawak

No. 22 Taman Fulliwa, Labuan Staff Residence Leasehold 86 12 111 1993

No. 24 Taman Fulliwa, Labuan Staff Residence Leasehold 86 12 111 1993

No. 32 Taman Fulliwa, Labuan Staff Residence Leasehold 86 12 119 1993

No. 43 Taman Fulliwa, Labuan Staff Residence Leasehold 86 12 126 1993

No. 47 Taman Fulliwa, Labuan Staff Residence Leasehold 86 12 126 1993

No. 17 Taman Fulliwa (BCB), Labuan Staff Residence Leasehold 86 10 218 1995

No. 6 Taman Fulliwa (BCB), Labuan Staff Residence Leasehold 86 10 207 1995

Alpha Condominium 14-06, Labuan Staff Residence Leasehold 86 10 533 1995

Alpha Condominium 12-05 (BCB), Labuan Staff Residence Leasehold 86 9 440 1996

Kerupang II Apartment D 02-1, Labuan Staff Residence Leasehold 86 9 125 1996

Kerupang II Apartment D 02-6, Labuan Staff Residence Leasehold 86 9 125 1996

Kerupang II Apartment B 04-1 (BCB) Staff Residence Leasehold 86 9 125 1996

Labuan

Kerupang II Apartment B 03-8 (BCB) Staff Residence Leasehold 86 8 123 1997

Labuan

Lot 19 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 86 12 135 1993

Lot 20 Taman Rancha-Rancha, Labuan Staff Residence Leasehold 86 12 135 1993

TL 207512418 (near golf course), Labuan Vacant Land Leasehold 86 12 204 1993

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

265

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

FF Menara Promet, Jalan Sultan Ismail Commerce Tijari HQ Freehold – 20 5,145 1985

Kuala Lumpur

Lot No. 23, Taman Jasa Manager’s Resident Leasehold 85 22 84 1983

Jalan Tun Mustapha, Labuan

Sublot No. 70 & 71, Greentown Bank Premises Freehold – 9 1,227 1996

Business Centre, Ipoh, Perak

Lot 3083, Jalan Sultan Ismail Bank Premises Freehold – 13 2,874 1992

Kuala Terengganu, Terengganu

Tembeling Resort Apartment, Kuantan Holiday Apartment Freehold – 10 559 1995

Lot PT 7822, Jalan Dato’ Abdullah Vacant Land Leasehold 38 22 11 1983

Raub, Pahang

TB 331B & 332A, Lot 14, Block 42 Vacant Building Leasehold 991 8 955 1997

GF & 1F, Kompleks Fajar, Sabah

Location Country Description Tenure Remaining Age of NBV Year of

Lease Period Property as at Acquisition

(Years) (Years) 31 Dec

2005

INTERNATIONAL PROPERTIES OF BUMIPUTRA-COMMERCE BANK BERHAD:-

2-17-3 Mita, Meguro-ku, Japan 4 bedroom Freehold – 27 JPY 270,898,133 1978

Tokyo 153-0062 house

No. 201 Yoyogi Parkside, Japan Apartment Freehold – 25 JPY 37,581,636 1980

1-33-6 Tomigaya, Shibuya-ku, Tokyo

Flat 10A, Victoria Heights, Hong Kong Apartment Leasehold 39 26 HKD 1,427,546 1979

43A Stubbs Road

Flat 9C, Block 21, Baguio Villa, Hong Kong Apartment Leasehold 854 26 HKD 372,642 1979

555, Victoria Road

Flat 2B Fook Wai Mansion, Hong Kong Apartment Leasehold 67 24 HKD 843,334 1981

98 Pokfulam Road

Room 1802 & 1803, 18th Floor, Hong Kong Office Leasehold 48 25 HKD 19,188,287 1980

Tower One Admiralty Centre Premises

7 Temasek Boulevard Singapore Office Leasehold 83 10 SGD 14,770,623 1995

No. 37-01/02/03 Premises

Suntec Tower One (Branch)

Singapore 038987

14 Cavendish Square, United Office Freehold – 12 GBP 1,144,440 1993

London W1G 9HA Kingdom Premises

(Branch)

81 Woodsford Square, United 4 bedroom Leasehold 31 19 GBP 188,233 1986

Addison Road Kingdom house

London W14 5DS

14C Avenue Road, United 3 bedroom Freehold – 27 GBP 25,080 1978

St Johns Woods Kingdom house

London NW9 68P

13 Porchester Square Mews, United Apartment Leasehold 31 27 GBP 45,872 1978

London W2 AG Kingdom

8 Kingston House East, United Apartment Leasehold 48 17 GBP 103,414 1988

London SW7 ILJ Kingdom

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

266

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

PROPERTIES OF COMMERCE ASSET REALTY SDN. BHD.:-

No. 170-174, Jalan Sungei Besi Bank Premises for Freehold – 20 3,980 1985

57100 Kuala Lumpur Sungei Besi Branch

No. 1271-2, Jalan Baru, Taman Emas Bank Premises for Freehold – 15 779 1990

13600 Prai, Pulau Pinang Prai Branch

Lot 30, Kompleks Munshi Abdullah Bank Premises for Freehold – 15 1,135 1990

Jalan Munshi Abdullah Jalan Munshi

75100 Melaka Abdullah Branch

PROPERTIES OF PT BANK NIAGA TBK.:-

Jalan Gajah Mada, 18, Jakarta Bank premises Freehold – 13 7,559,797 1992

Jalan Roa Malaka Selatan No. 3–5, Jakarta Bank premises Freehold – 13 364,255 1992

Jalan Falatehan 1, No. 7, Kebayoran Bank premises Leasehold 13 13 315,603 1992

Jalan Kwitang, No. 17–18, Jakarta Bank premises Freehold – 13 619,675 1992

Jalan Fatmawati, No. 20, Jakarta Bank premises Freehold – 13 728,535 1992

Jalan Raya Darmo, No. 26, Surabaya Bank premises Freehold – 13 1,159,413 1992

Jalan Pemuda, No. 21B, Semarang Bank premises Leasehold 20 13 1,879,315 1992

Komplek Bank Niaga Warehouse Leasehold 20 11 51,968 1994

Blok D No. 10–11, Semarang

Komplek Bank Niaga Dormitory Leasehold 20 14 127,367 1991

Blok A No. 2–3, Semarang

Jalan Kepondang, No. 2–4, Semarang Warehouse Leasehold 20 30 331,687 1975

Jalan Jend. Sudirman, No. 13, Yogyakarta Bank premises Leasehold 1 14 1,336,646 1991

Jalan Slamet Riyadi, No. 8, Solo Bank premises Leasehold 12 13 920,086 1992

Jalan Lembong, No. 7, Bandung Bank premises Leasehold 9 13 1,512,734 1992

Jalan Riung Mumpulung 2 Warehouse Leasehold 0 9 57,066 1996

No. 136.1C, Bandung

Jalan Bukit Barisan, No. 5, Medan Bank premises Leasehold 14 10 1,481,315 1995

Jalan Turi, Medan Warehouse Leasehold 11 8 158,988 1997

Jalan Buah Batu, No. 143, Bandung Bank premises Leasehold 7 10 387,879 1995

Jalan Laks, Malahayati, No. 24–40, Bank premises Freehold – 15 704,950 1990

Lampung

Jalan Dharmahusada, No. 142, Surabaya Bank premises Freehold – 9 237,988 1996

Jalan Basuki Rachmat, No. 26–28, Malang Bank premises Freehold – 13 334,611 1992

Jalan Jend. A. Yani, No. 31, Kudus Bank premises Leasehold 17 20 641,702 1985

Jalan Siliwangi, No. 110, Cirebon Bank premises Leasehold – 13 595,395 1992

Jalan Melati, No. 29, Denpasar Bank premises Leasehold 5 13 834,955 1992

Jalan Jend. Sudirman Bank premises Leasehold 5 9 607,715 1996

No. 255 CD, Pekan Baru

Jalan Padjajaran, (Gunung Gede) Bank premises Freehold – 12 410,791 1993

No. 33, Bogor

Jalan Daan Mogot, No. 58, Tangerang Bank premises Freehold – 13 880,739 1992

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (IDR’000)

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

267

PROPERTIES OF PT BANK NIAGA TBK.:- (CONTINUED)

Jalan Bulevar Raya, Bank premises Freehold – 7 313,807 1998

Blok LB3 No. 34–36, Jakarta

Jalan Tarum Barat, Blok Q No. 2 Bank premises Freehold – 10 349,988 1995

Jakarta Timur

Jalan Panglima, Sudirman No. 59–61 Bank premises Freehold – 13 2,537,906 1992

Surabaya

Jalan Tunjungan, No. 47, Surabaya Bank premises Freehold – 13 918,455 1992

Jalan Tanggul Angin, Sidoarjo Warehouse Leasehold 0 7 103,020 1998

Jalan Kota, No. 60 AB, Surabaya Bank premises Freehold – 11 437,376 1994

Roa Malaka Utara Warehouse Leasehold 17 49 100,219 1956

Gedung Cikarang, Jawa Barat Warehouse Leasehold 14 6 164,540 1999

Pembangunan Gudang Cimande Warehouse Leasehold 23 3 598,907 2002

Kios A. Yani, Malang Bank premises Leasehold 19 6 67,519 1999

Gedung Kantor, Batam Bank premises Leasehold 18 4 759,825 2001

Pembangungan Gardu Jaga, Warehouse Freehold – 2 6,892 2003

BUM Kemang

Gedung Arsip Tuntang, Semarang Warehouse Freehold – 2 440,870 2003

Gedung Kiostronik ITB Bank premises Freehold – 5 128,136 2000

Gedung Kiostronik Setiabudhi Bank premises Freehold – 5 62,920 2000

Gedung Kantor A. Yani, Ujung Pandang Bank premises Freehold – 23 915,121 1982

Bandung Dago Bank premises Freehold – 1 1,316,111 2004

Pekanbaru Bank premises Freehold – 0 371,858 2005

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (IDR’000)

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

PROPERTIES OF COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD

Bangunan CIMB, Jalan Semantan, Office Premises Leasehold 67 3 24,027 2002

Damansara Heights, 50490, Kuala Lumpur

PROPERTIES OF COMMERCE LIFE ASSURANCE BHD:-

54 Jalan Gambut, 25000 Kuantan Office Premises Freehold – 23 329 1982

68, Jalan Tun Abdul Razak Office Premises Freehold – 22 987 1983

80000 Johor Bahru

34 Jalan Sultan Iskandar Shah Office Premises Freehold – 21 400 1984

30000, Ipoh

No 163, Jalan Tun Dr Ismail Office Premises Freehold – 19 346 1986

70200, Seremban

Lot 300, Section 8, No 119 Office Premises Freehold – 9 900 1996

Jalan Haji Taha, 94300 Kuching

39/41 Jalan Medan Tuanku Office Premises Freehold – 7 7,500 1998

50300 Kuala Lumpur

Lot 369 – 374, Jln Tunku Abd Rahman Office Premises Freehold – 5 41,576 2000

50100, Kuala Lumpur

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

268

Location Description Tenure Remaining Age of NBV as at Year of

Lease Period Property 31 Dec 2005 Acquisition

(Years) (Years) (RM’000)

PROPERTIES OF COMMERCE ASSURANCE BHD:-

Lot 28, Block C, Damai Plaza Vacant Leasehold 76 10 836 1995

Jalan Damai, Luyang, 88300

Kota Kinabalu

12C, Jalan Kampung Datu Office Premises Leasehold 53 10 690 1995

96000, Sibu

152-4-2 to 152-4-5 Office Premises Leasehold 72 10 1,279 1995

Kompleks Maluri, Jln Jejaka

Taman Maluri, 55100, Kuala Lumpur

No 1, Jln Prima 9 Office Premises Leasehold 91 7 1,502 1998

Pusat Niaga Metro Prima

52100 Kepong, Kuala Lumpur

No 7, 9, 11, 13, 15 & 17 Office Premises Freehold – 6 1,939 1999

Jalan Seksyen 3/5

Taman Kajang Utama

43000 Kajang

Level 10, 12, 13, 13A & 15 Head Office Freehold – 4 16,252 2001

Block 3A, Plaza Sentral

Jalan Stesen Sentral 5

Kuala Lumpur Sentral

50470 Kuala Lumpur

PROPERTIES OF SESAMA MEDICAL COLLEGE MANAGEMENT SDN BHD:-

Fasa 1, Bukit Jalil, Mukim Petaling Vacant Land Freehold – 6 6,122 1999

Wilayah Persekutuan

Plaza Komanwel, Bukit Jalil Main Campus Freehold – 6 71,433 1999

57000 Kuala Lumpur

as at 31 December 2005

PROPERTIES OF THE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

269

The Commerce Group

BUMIPUTRA-COMMERCE HOLDINGS BERHAD

BUMIPUTRA-COMMERCE BANK BERHAD

The Commerce Group of Companies is a leading financial conglomerate in Malaysia’s rapidly growing financial system. At the helm is

Bumiputra-Commerce Holdings Berhad (BCHB) listed in the financial section of the Bursa Malaysia Securities Berhad.

The Group’s impeccable reputation, proven track record, excellent domestic and regional connections and wide range of services

make it a sound financial institution suitable for those seeking a high level of professionalism and expertise in their financial partners.

A sound foundation of strength, BCHB is a well-diversified investment and management holding company with interests in commercial

banking, merchant banking, stock broking, offshore banking, finance company, discount house, leasing, factoring, futures broking,

fund management, unit trust management, venture capital, life and general insurance and Takaful business.

Contact details: 12th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.

Tel: (603) 2093 5333 Fax: (603) 2093 3335 Website: www.commerz.com.my

Bumiputra-Commerce Bank Berhad (BCB) is the result of the merger between Bank of Commerce (M) Berhad and Bank Bumiputra

Malaysia Berhad which was officially launched on 1 October 1999. The commercial bank has one of Malaysia’s largest ATM network

in the country. With a customer base of over 4.0 million, it provides a comprehensive range of services that will meet the needs of

small household through to the largest multinational conglomerate.

BCB is the bank for all people and aims to be an efficient, low-cost provider of financial services through superior processing capabilities.

The Bank has made substantial investment in information technology in a quest to reinvent itself for greater competitiveness and

efficiency ahead of emerging and globalised financial playing field.

The Bank’s strategic thrust towards a customer focussed marketing approach in its business is seen in its organisational set-up where

separate Retail, Business and Corporate bank, each with its own accountability exist within one organisation. Each of these banks

specialises on the differing needs of its own customer group, giving its customers better focus.

The Bank has a traditional strength in the financing of trade both locally and internationally. Its specialised business centres located in

all key market centres throughout the country provide business with financial expertise and timely assistance.

During the year, the wholly-owned subsidiary of BCB, Bumiputra-Commerce Finance Berhad (BCF) was merged into the Bank. Since

then, the hire purchase facilities offered by BCF are made available at all branches of BCB throughout Malaysia.

On 11 January 2006, BCB and its sister company, CIMB, completed the group restructuring exercise involving the integration of CIMB

with BCB. The enlarged CIMB group, is currently undergoing changes to transform itself into a “universal” financial services provider

by integrating the group’s commercial and investment banking operations. Being the second-largest financial services provider in

Malaysia, CIMB-BCB Group now has a combined staff strength of more than 11,000.

Contact details: 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia

Tel: (603) 2084 9668 Fax: (603) 2093 9688 Website: www.bcb.com.my

BUMIPUTRA-COMMERCE BANK (L) LIMITED

A wholly-owned subsidiary of Bumiputra-Commerce Bank Berhad, it offers various offshore banking-services from international finance

to advisory and related services.

Contact details: Lot E006, Podium Level, Financial Park Labuan, Jalan Merdeka, 87000 Labuan, Federal Territory of Labuan, Malaysia.

Tel: (6087) 451033 Fax: (6087) 451032

COMMERCE TIJARI BANK BERHAD

Commerce Tijari Bank Berhad incorporated on 2 November 2004, and launch on 15 April 2005, is a subsidiary of Bumiputra-Commerce

Bank, which focuses on Islamic banking, operating in accordance with the rules of Syariah, known as Fiqh al-Muamalat (Islamic rules

on transactions). It aims to be a leading provider of Islamic banking and financial solutions in the country with significant presence in

the region manifested through its mission to build a financial institution with competencies and capabilities to deliver the highest

standards of service and innovative financial products and services to satisfy the needs of the business communities and individual

customers.

Contact details: 1st Floor, Menara Promet, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia

Tel: (603) 2145 5959 Fax: (603) 2144 4746 Website: www.commerce-tijari.com.my

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

270

CIMB BERHAD GROUP

CIMB Berhad is the investment banking arm of Commerce Group and comprises the following core companies including Commerce

International Merchant Bankers Berhad (CIMB), CIMB Securities Sdn. Bhd. (CIMB Securities), CIMB Discount House Berhad. (CIMB

Discount), CIMB Futures Sdn. Bhd., CIMB (L) Limited (CIMBL), CIMB-Principal Asset Management Berhad, CIMB Real Estate Sdn

Bhd and CIMB-GK. CIMB is a fully integrated investment bank, offering the full range of services in banking, debt and equity markets

and corporate advisory. CIMB also provides services in funds management, private equity, Islamic capital markets as well as research

economics and the debt and equity markets. CIMB is currently undergoing changes to transform itself into a ‘universal’ financial

services provider.

Contact details: 10th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.

Tel: (603) 2084 8888 Fax: (603) 2084 8899 Website: www.cimb.com.my

CIMB SECURITIES SDN BHD

A wholly-owned subsidiary of CIMB, CIMB Securities Sdn. Bhd. (CIMB Securities) ranks among the top broking houses in Malaysia.

CIMB Securities specialises in dealing and trading equities on the Bursa Malaysia Securities Berhad and the Malaysian Exchange of

Securities Dealing & Automated Quotation Bhd (MESDAQ), serving foreign and domestic institutions as well as retail investors. The

CIMB Group Research Centre team comprises dynamic and experienced professionals who are dedicated to providing high quality

research covering in-depth market and company reports, market reviews and trend analysis, and economic and industry overviews.

CIMB Securities also provides underwriting, share placement, corporate advisory and custodian and nominee services.

Contact details: 9th Floor, Commerce Square, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia.

Tel: (603) 2084 9999 Fax: (603) 2084 9888

COMMERCE ASSET VENTURES SDN BHD

Commerce Asset Ventures Sdn Bhd (CAV) is a specialist investment fund and management company wholly-owned by BCHB which

invests equity capital in emerging small and medium sized enterprises primarily in communications, information technology, healthcare

and consumer sectors either in a manufacturing or service oriented environment. It seeks to support growth industries with a global

outlook and typically takes an active role in creating value for the investee companies and maximise returns to its shareholders.

Contact details: No. 6 Commerce House, 22-24 Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur, Malaysia.

Tel: (603) 2732 5577 Fax: (603) 2732 1343 Website: www.commerce-ventures.com.my

COMMERCE INTERNATIONAL GROUP BERHAD

Commerce International Group Berhad was established in February 2006. The company will function mainly as an insurance holding

company, primarily providing shared services and overall direction to the insurance group. The new structure will facilitate the overall

decision making process of the insurance group and thus making the group more dynamic and progressive.

Contact details: Suite 3A-15, Level 15, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral,

50470 Kuala Lumpur, Malaysia.

Tel: (603) 2264 0400 / 0600 Fax: (603) 2264 0500 Website: www.commercegroup.com.my

COMMERCE ASSURANCE BERHAD

Commerce Assurance Berhad has been established since 1959 to serve the multi-national interests in insurance services. Since then

Commerce Assurance has evolved into a reckoning player that has positioned her in the top five insurer in the country.

Commerce Assurance has a complete range of general insurance products to serve the interests of individuals to the huge corporations

through their nationwide network of branches and intermediaries such as Agencies, Brokers and Banks outlets.

Contact details: Suite 3A-15, Level 15, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral,

50470 Kuala Lumpur, Malaysia.

Tel: (603) 2264 0400 / 0600 Fax: (603) 2264 0500 Website: www.commercegroup.com.my

THE COMMERCE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

271

COMMERCE LIFE ASSURANCE BERHAD

Commerce Life Assurance Berhad (Commerce Life) was established in response to a growing need among Malaysians to provide for

the financial security of their families. Commerce Life is committed to meet the life insurance needs of Malaysians public by introducing

policies which can be specially tailored and packaged to meet the specific requirements of customers.

Contact details: Suite 3A-15, Level 15, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral,

50470 Kuala Lumpur, Malaysia. Tel: (603) 2264 0412 Fax: (603) 2264 0402 Website: www.commercegroup.com.my

Commerce Takaful Berhad incorporated in April 2005 is the fifth entrance of takaful company operating in Malaysia. The company

thrives on transparency, partnership, friendly and moderate Islamic approach that caters to both Muslim and non-Muslim customers

alike. Commerce Takaful’s core business encompass a range of family and general takaful products.

Being the latest and a new entrant into the Takaful industry, Commerce Takaful will leverage on the experience and expertise of its

sister companies; Commerce Assurance and Commerce Life.

Contact details: Suite 3A-10, Level 10, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral,

50470 Kuala Lumpur, Malaysia. Tel: (603) 2264 0505 Fax: (603) 2264 0555 Website: www.commercegroup.com.my

COMMERCE TAKAFUL BERHAD

Bank Niaga is the 7th largest bank in Indonesia by assets. Established in 1955, it was listed on the Jakarta and Surabaya Stock

Exchange in 1989. Bank Niaga today is a sophisticated retail banking franchise, employing over 4,000 skilled and experienced staff in

222 branches. The success has been built on solid foundations, namely state-of-the-art technology, a strong service and knowledge

ethnic, reputation for sound risk management and the commitment of shareholders and management. It has earned a top 3 position

in service quality awards by Marketing Research Indonesia (MRI) for nine consecutive years. It was also a recipient of Corporate

Governance Perception Index Award 2004 from the HCG. Bank Niaga has implemented advanced technology platform as it focuses

on providing virtually unlimited access to customers via multi channel deliveries which include branch banking. ATMs, Self Terminal

(SST), phone banking, internet banking and mobile banking.

Contact details: PT Bank Niaga Tbk, Graha Niaga, Jl. Jend. Sudirman Kav. 58, Jakarta 12190, Indonesia.

Tel: (6221) 250 5252 Fax: (6221) 252 6749 Website: www.bankniaga.com

BANK NIAGA TBK

THE COMMERCE GROUP

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

272

Group Directory

BUMIPUTRA-COMMERCE HOLDINGS

BERHAD

12th floor, Commerce Square

Jalan Semantan,

Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: (03) 2093 5333

Fax: (03) 2093 3335

Website: www.commerz.com.my

Mohd. Shukri Hussin

Managing Director/Group Chief Executive Officer

E-mail: [email protected]

Jamil Hajar Abdul Muttalib

Executive Vice President/Company Secretary

E-mail: [email protected]

Idrus Ismail

Senior Vice President/Legal & Secretarial

E-mail: [email protected]

Aznam Shahuddin

Senior Vice President

Planning & Risk Management

E-mail: [email protected]

Zamri Mohd. Radzi

Senior Vice President

Corporate Services

E-mail: [email protected]

BUMIPUTRA-COMMERCE BANK

BERHAD / CIMB

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: (603) 2084 9668

2093 9688

Website: www.bcb.com.my

www.cimb.com.my

Dato' Mohamed Nazir Razak

Group Chief Executive, CIMB Group

E-mail: [email protected]

Charon Wardini Mokhzani

Executive Director (Designate)

Head, Investment Banking

E-mail: [email protected]

Tunku Ahmad Burhanuddin

Executive Director (Designate)

E-mail: Tab@mailsvr.bcb.com.my

Dr. Gan Wee Beng

Executive Director /Head, Risk Management

E-mail: [email protected]

Peter England

Head, Retail Banking

E-mail: pwengland@mailsvr.bcb.com.my

Abu Bakar Buyong

Head, Business Banking

E-mail: abubakar@mailsvr.bcb.com.my

Sulaiman Mohd Tahir

Head, Consumer Sales & Distribution

E-mail: SulaimanT@mailsvr.bcb.com.my

Lee Kok Kwan

Head, Group Treasury

E-mail: [email protected]

Badlisyah Abdul Ghani

Head, Islamic Banking

E-mail: [email protected]

Hamidah Naziadin

Head, Group Corporate Resources

E-mail: [email protected]

Iswaraan Suppiah

Head, Group Information & Operations

E-mail: [email protected]

Kenny Kim

Head, Group Strategy

E-mail: [email protected]

Robert Cheim Dau Meng

Adviser, Investment Banking

E-mail: [email protected]

Ng Ing Peng

Head, Group Finance

E-mail: [email protected]

PT BANK NIAGA TBK

Graha Niaga

Jl. Jend. Sudirman Kav. 58,

Jakarta 12190

Indonesia

Tel: (6221) 250 5252

Fax: (6221) 252 6749

Website: www.bankniaga.com

Peter B. Stok

President Director

Hashemi Albakri Abu Bakar

Vice President Director

C. Heru Budiargo

Director

Tay Un Soo

Director

Daniel James Rompas

Director

V. Catherinawati Hadiman

Director

COMMERCE ASSET VENTURES SDN. BHD.

6, Commerce House

22, Jalan Sri Semantan Satu

Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: (603) 2732 5577

Fax: (603) 2732 1343

Website: www.commerce-ventures.com.my

Raja Shamsul Kamal

Chief Executive Officer

E-mail: [email protected]

Lee Yu Lian

Chief Operating Officer

E-mail: [email protected]

COMMERCE INTERNATIONAL GROUP

BERHAD

Suite 3A-15, Level 15, Block 3A, Plaza Sentral

Jalan Stesen Sentral 5, Kuala Lumpur Sentral

50470 Kuala Lumpur, Malaysia

Tel: (603) 2264 0400/0600

Fax: (603) 2264 0500

Website: www.commercegroup.com.my

Azman Dahlan

Group Chief Executive Officer

E-mail: [email protected]

Shamsul Azman Alias

Senior Vice President - Operations

E-mail: [email protected]

Abd Aziz Hussin

Senior Vice President - Marketing

E-mail: [email protected]

Mohamad Ariff Ibrahim

Senior Vice President - Corporate Services

E-mail: [email protected]

COMMERCE ASSURANCE BERHAD

Suite 3A-15, Level 15 Block 3A

Plaza Sentral, Jalan Stesen Sentral 5

Kuala Lumpur Sentral

50470 Kuala Lumpur, Malaysia

Tel: (603) 2264 0400/0600

Fax: (603) 2264 0500

Website: www.commercegroup.com.my

Faiz Ishak

Chief Executive Officer/Executive Director

E-mail : [email protected]

COMMERCE LIFE ASSURANCE BERHAD

Suite 3A-15, Level 15, Block 3A, Plaza Sentral

Jalan Stesen Sentral 5, Kuala Lumpur Sentral

50470 Kuala Lumpur, Malaysia

Tel: (603) 2264 0412

Fax: (603) 2264 0402

Website: www.commercegroup.com.my

Muhammad Fikri Mohamad Rawi

Acting Chief Executive Officer

E-mail : [email protected]

COMMERCE TAKAFUL BERHAD

Suite 3A-10, Level 10, Block 3A, Plaza Sentral

Jalan Stesen Sentral 5, Kuala Lumpur Sentral

50470 Kuala Lumpur, Malaysia

Tel: (603) 2264 0505

Fax (603) 2264 0555

Website: www.commercegroup.com.my

Zainudin Ishak

Acting Chief Executive Officer

E-mail: [email protected]

COMMERCE ASSET REALTY SDN. BHD.

Ground Floor, Commerce Square

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: (603) 2092 2577

Fax: (603) 2093 8760

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

273

SUBSIDIARIES OF BUMIPUTRA-COMMERCE BANK BERHAD

I-PRESTIGE SDN BHD

(subsidiary of Bumiputra-Commerce Finance

Berhad)

No. 1, Jalan 51A/219

46100 Petaling Jaya

Selangor Darul Ehsan

Tel: 03 7688 8118

Fax: 03 7960 7618

BUMIPUTRA-COMMERCE TRUSTEE

BERHAD

Level 3, Bangunan Amanah Raya Bhd

Jalan Semantan

Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 8888

Fax: 03 2092 2717

BUMIPUTRA-COMMERCE FACTORS LEASE

BERHAD

6th Floor, No. 338,

Jalan Tuanku Abdul Rahman

50100 Kuala Lumpur

Tel: 03 2697 0298

Fax: 03 2697 0092

BBMB UNIT TRUST MANAGEMENT

BERHAD

5th Floor, Bangunan CIMB

Jalan Semantan

Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

BUMIPUTRA-COMMERCE BANK (L)

LIMITED

Level 14(A), Main Office Tower

Financial Park Labuan

Jalan Merdeka

87000 Labuan

Federal Territory of Labuan

Tel: 087 410 305

Fax: 087 410 313

BUMIPUTRA-COMMERCE INTERNATIONAL

TRUST (LABUAN) BERHAD

Level 14(A), Main Office Tower

Financial Park Labuan

Jalan Merdeka

87000 Labuan

Federal Territory of Labuan

Tel: 087 411 252

Fax: 087 411 855

BUMIPUTRA-COMMERCE TRUST

LIMITED

(Subsidiary of Bumiputra-Commerce

International Trust (Labuan) Berhad)

Level 14(A), Main Office Tower

Financial Park Labuan, Jalan Merdeka

87000 Labuan

Federal Territory of Labuan

Tel: 087 411 252

Fax: 087 411 855

BUMIPUTRA-COMMERCE CORPORATE

SERVICES LIMITED

(Subsidiary of Bumiputra-Commerce Trust

Limited)

Level 14(A), Main Office Tower

Financial Park Labuan, Jalan Merdeka

87000 Labuan

Federal Territory of Labuan

Tel: 087 411 252

Fax: 087 411 855

COMMERCE TIJARI BANK BERHAD

1st Floor, Menara Promet

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel: 03-2145 5959

Fax: 03-2144 4746

EPIC-I SDN. BHD.

10th Floor, Menara Atlas

Plaza Pantai, 5 Jalan 4/83A

Off Jalan Pantai Baru

59200 Kuala Lumpur

Tel: 03 2296 0000

Fax: 03 2710 9570

BBMB SECURITIES (HOLDINGS)

SDN. BHD.

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

BBMB FUTURES SDN. BHD.

(Subsidiary of BBMB Securities (Holdings)

Sdn. Bhd.)

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

GROUP DIRECTORY

SUBSIDIARIES OF CIMB

CIMB SECURITIES SDN. BHD.

9th Floor, Commerce Square

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: (603) 2084 9999

Fax: (603) 2084 9888

Telex: MA 30991 CIMSEC

Website: www.cimb.com.my

CIMB (L) LIMITED

Unit 11 (B1), Level 11

Main Office Tower

Financial Park Complex

Jalan Merdeka

87000 Labuan

Federal Territory of Labuan

Malaysia

Tel: (6087) 451 608

Fax: (6087) 451 610

CIMB-GK PTE LTD

50th Raffles Place

#33-00 Singapore Land Tower

Singapore 048623

Tel: (65) 6225 1228

Fax: (65) 6225 1522

CIMB-PRINCIPAL ASSET MANAGEMENT

Level 5, Menara Millenium

8, Jalan Damanlela

Bukit Damansara

50490 Kuala Lumpur

Malaysia

Tel: (603) 2084 2222

Fax: (603) 2084 2233

Website: www.commercetrust.com.my

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

274

BUMIPUTRA-COMMERCE NOMINEES

SDN. BHD.

Level 2, Bangunan Amanah Raya Bhd

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 6932

Fax: 03 2094 8876/03 2093 8770

BUMIPUTRA-COMMERCE NOMINEES

(ASING) SDN. BHD.

Level 2, Bangunan Amanah Raya Bhd

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 6932

Fax: 03 2094 8876/03 2093 8770

BUMIPUTRA-COMMERCE NOMINEES

(TEMPATAN) SDN. BHD.

20th Floor, Menara Bumiputra

Level 2, Bangunan Amanah Raya Bhd

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 6932

Fax: 03 2094 8876/03 2093 8770

SEMERAK SERVICES SDN. BHD

4th Floor, Oriental Building

32, Jalan Tun Perak, 50050 Kuala Lumpur

Tel: 03 2072 7888

Fax: 03 2078 7980

BUMIPUTRA-COMMERCE PROPERTIES

SDN. BHD.

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

BOC NOMINEES SDN. BHD.

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

BOC NOMINEES (ASING) SDN. BHD.

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

BOC NOMINEES (TEMPATAN) SDN. BHD.

5th Floor, Bangunan CIMB

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: 03 2084 9668

Fax: 03 2093 9688

GROUP DIRECTORY

BBMB FINANCE (HONG KONG) LTD.

19/F Central Tower

22-28 Queen's Road, Central,

Hong Kong Special Administrative Region

(HKSAR)

Tel: 00 852 252 52829

Fax: 00 852 252 33287

SWIFT: BCBMHKHH

BBMB FINANCE NOMINEE

(HONG KONG) LTD.

(Subsidiary of BBMB Finance

Hong Kong Ltd.)

Suite 3607

19/F Central Tower

22-28 Queen's Road, Central Hong Kong

Special Administrative Region (HKSAR)

Tel: 00 852 252 52829

Fax: 00 852 252 33287

SWIFT: BCBMHKHH

BUMIPUTRA NOMINEE LTD.

14, Cavendish Square

London W1M-0HA

United Kingdom

Tel: 00 44171 306 6050

Fax: 00 44171 306 6060

SWIFT: BCBMGB2L

SOUTH EAST ASIAN BANK LIMITED

Max City Building

2nd Floor, Corner Remy Ollier

& Louis Pasteur Streets

Port-Louis

Republic of Mauritius

Tel: 00230 216 8826

Fax: 00230 241 7146

Telex: 5328 SEABANK IW

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

275

Directory of BCB Branches

HEAD OFFICE

Postal Address

P.O. Box 10753

50724 Kuala Lumpur

Malaysia

Visiting Address

6, Jalan Tun Perak

50050 Kuala Lumpur, Malaysia

Tel: 03-2693 1722 (General)

03-2698 1166 (Forex)

03-2693 4433 (Money Market)

1300 880 481 (ATM Hotline)

Telex: MA31144, MA33527 (General)

Fax: 03-2698 6628 (General)

SWIFT Code: BCBMMYKL

E-mail: [email protected]

FEDERAL TERRITORY OF

KUALA LUMPUR

Jalan Tun Perak

(Preferred Circle Centre & Flagship)

6, Jalan Tun Perak

50050 Kuala Lumpur

Tel: 03-2693 3011

Fax: 03-2698 2261

Bandar Baru Seri Petaling

28, Jalan Radin Tengah

Bandar Baru Seri Petaling

57000 Kuala Lumpur

Tel: 03-9058 6800

Fax: 03-9057 1966

Damansara Town Centre

Level 1, Lot A4, Block A

Damansara Town Centre

Damansara Heights

50490 Kuala Lumpur

Tel: 03-2095 8866

Fax: 03-2095 7506

Dang Wangi

2, Wisma RKT

Jalan Raja Abdullah

50300 Kuala Lumpur

Tel: 03-2691 5260

Fax: 03-2693 4477

Jalan Bukit Bintang

Plaza Yeoh Tiong Lay

55 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel: 03-2141 6700

Fax: 03-2144 1136

Jalan Duta

Block 8, Kompleks Pejabat Kerajaan

Jalan Duta

50480 Kuala Lumpur

Tel: 03-6201 7109

Fax: 03-6201 3733

Jalan Raja Chulan

(Flagship)

Level 1, Menara Olympia

Jalan Raja Chulan

50200 Kuala Lumpur

Tel: 03-2031 5555

Fax: 03-2031 9077

Jalan Sungei Besi

170, Jalan Sungei Besi

57100 Kuala Lumpur

Tel: 03-9221 3244

Fax: 03-9221 0784

Jalan Ipoh, Kuala Lumpur

Bangunan Lim

803, Batu 4 1/2, Jalan Ipoh

51200 Kuala Lumpur

Tel: 03-6250 1130

Fax: 03-6250 1162

Jalan Tuanku Abdul Rahman

Bangunan Commerce Life

338, Jalan Tuanku Abdul Rahman

50100 Kuala Lumpur

Tel: 03-2698 9276

Fax: 03-2692 2137

Kampung Baru

64, Wisma Jayanita

Jalan Raja Muda Abdul Aziz

Kampung Baru

50300 Kuala Lumpur

Tel: 03-2691 8226

Fax: 03-2691 2802

Kuala Lumpur City Centre

Lot G35, Ground Floor

PETRONAS Twin Tower

Kuala Lumpur City Centre

Jalan Ampang

50088 Kuala Lumpur

Tel: 03-2161 5500

Fax: 03-2161 8284

Kompleks Antarabangsa

Lot G17, Kompleks Antarabangsa

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel: 03-2142 4131

Fax: 03-2142 5129

Kompleks Dayabumi

Lot 112, 1st Floor, Podium Block

Kompleks Dayabumi

Jalan Sultan Hishamuddin

50050 Kuala Lumpur

Tel: 03-2274 8575

Fax: 03-2693 2773

Kompleks Pertama

G21, Kompleks Pertama

Jalan Tuanku Abdul Rahman

50100 Kuala Lumpur

Tel: 03-2698 1132

Fax: 03-2692 7723

Lucky Garden, Bangsar

(Flagship)

21, Lorong Ara Kiri Satu

Lucky Garden, Bangsar

59100 Kuala Lumpur

Tel: 03-2095 6600

Fax: 03-2095 6631

Masjid India

205, Jalan Bunus

Off Jalan Masjid India

50100 Kuala Lumpur

Tel: 03-2698 6933

Fax: 03-2693 1818

Megamall Mid-Valley

Lot G (E) – 006

Megamall Mid-Valley City

Batu 2

, Jalan Klang Lama

58000 Kuala Lumpur

Tel: 03-2283 5620

Fax: 03-2284 3268

Menara Permodalan Nasional

Berhad (PNB)

1st Floor, Menara PNB

Jalan Tun Razak

50400 Kuala Lumpur

Tel: 03-2161 8000

Fax: 03-2162 5152

Pearl Point

Lot 1.0.1, Pearl Point Shopping Mall

Batu 5, Jalan Klang Lama

58000 Kuala Lumpur

Tel: 03-7980 3373

Fax: 03-7982 4289

Putra World Trade Centre

Level 2, Podium Block

Putra World Trade Centre

Jalan Tun Ismail

50480 Kuala Lumpur

Tel: 03-2693 6033

Fax: 03-2693 0067

Selayang

151, Jalan 2/3A

Off 12 Km, Jalan Ipoh

68100 Batu Caves, Kuala Lumpur

Tel: 03-6136 9649

Fax: 03-6136 9645

Sentul Raya

4, The Boulevard Shop Office

Jalan 11/48A, Sentul Raya

51000 Kuala Lumpur

Tel: 03-4041 5259

Fax: 03-4041 5427

Taman Cheras

2, Jalan Kaskas

Taman Cheras, Cheras

56100 Kuala Lumpur

Tel: 03-9130 0200

Fax: 03-9130 0140

Taman Connaught

76, Jalan Cheras

Taman Connaught, Cheras

56000 Kuala Lumpur

Tel: 03-9101 5500

Fax: 03-9102 4866

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

276

Taman Danau Kota

108, Jalan 2/23A

Taman Danau Kota

Jalan Genting Klang

53300 Kuala Lumpur

Tel: 03-4149 1010

Fax: 03-4142 5348

Taman Maluri

279, Jalan Perkasa 1

Taman Maluri

Off Jalan Cheras

55100 Kuala Lumpur

Tel: 03-9284 7900

Fax: 03-9284 7447

Taman Mutiara, Cheras

2468, Jalan Mutiara Timur Satu

Taman Mutiara, Cheras

56100 Kuala Lumpur

Tel: 03-9130 3222

Fax: 03-9131 8253

Taman Setiawangsa

1, Jalan 9A/55A

Taman Setiawangsa

54200 Kuala Lumpur

Tel: 03-4252 0610

Fax: 03-4252 0581

Taman Tun Dr. Ismail

(Preferred Circle Lounge & Flagship)

138, Jalan Burhanuddin Helmi

Taman Tun Dr. Ismail

60000 Kuala Lumpur

Tel: 03-7729 1630

Fax: 03-7727 8580

Universiti Malaya

Lot 5270, Bangunan Pentadbiran Baru

Universiti Malaya, Lembah Pantai

59100 Kuala Lumpur

Tel: 03-7957 0550

Fax: 03-7957 6021

Wisma Cosway

Ground Floor

Wisma Cosway

Jalan Raja Chulan

50200 Kuala Lumpur

Tel: 03-2142 9177

Fax: 03-2145 6511

Wisma Indah

498-0-1, Wisma Indah

Jalan Tun Razak

50400 Kuala Lumpur

Tel: 03-9281 3711

Fax: 03-9281 3722

Wisma Koponas

70, Wisma Koponas

Jalan Tun Sambanthan

50470 Kuala Lumpur

Tel: 03-2274 6477

Fax: 03-2272 1816

Wisma Segar

231, Jalan Tun Sambanthan

Wisma Low Kim Her

Jalan Tun Sambanthan

Brickfields

50470 Kuala Lumpur

Tel: 03-2274 5766

Fax: 03-2274 5781

FEDERAL TERRITORY OF PUTRAJAYA

Putrajaya

No. C6 & C7, Block C,

Jalan P8C/1, Precint 8,

62250 Putrajaya

Tel: 03-8889 2330

Fax: 03-8888 5088

SELANGOR DARUL EHSAN

Bangunan Umno, Shah Alam

Bangunan UMNO

Lot P5.5, Persiaran Perbandaran

Section 14,

40000 Shah Alam, Selangor

Tel: 03-5519 8288

Fax: 03-5519 8330

Ampang Point

(Flagship)

23, Jalan Mamanda 7/1

Wisma Ampang Triangle II

Jalan Ampang,

68000 Ampang, Selangor

Tel: 03-4270 1746

Fax: 03-4270 1776

Balakong

29, Jalan PCR 1

Kawasan Perniagaan Cheras Raya

Batu 11

43200 Cheras, Selangor

Tel: 03-9076 9159

Fax: 03-9076 9162

Bandar Baru Bangi

67, Jalan 8/1, Section 8

43650 Bandar Baru Bangi, Selangor

Tel: 03-8926 3180

Fax: 03-8926 3186

Bandar Baru, Sungai Buloh

Lot 395, Jalan 1A/1

Bandar Baru Sungai Buloh

47000 Sungai Buloh, Selangor

Tel: 03-6156 3092

Fax: 03-6156 1136

Bandar Sri Damansara

8, Jalan Cempaka SD 12/1

Bandar Sri Damansara

52200 Kuala Lumpur

Tel: 03-6275 7924

Fax: 03-6275 8362

Bandar Sunway

22, Jalan PJS 11/28A

Bandar Sunway

46100 Petaling Jaya, Selangor

Tel: 03-5637 4389

Fax: 03-5637 4396

Bandar Utama

(Retail)

Lot F20, Centre Point,

Lebuh Bandar Utama,

Bandar Utama

47800 Petaling Jaya, Selangor

Tel: 03-7726 5080

Fax:03-7726 5986

Bangunan UMNO, Kapar

Lot 6, Bangunan UMNO

Jalan Besar

42200 Kapar, Selangor

Tel: 03-3250 8500

Fax:03-3250 0133

Banting

135, Jalan Besar

42700 Banting, Selangor

Tel: 03-3187 2101

Fax:03-3187 1663

Batang Berjuntai

280, Jalan Besar

45600 Batang Berjuntai, Selangor

Tel: 03-3271 9322

Fax:03-3271 9749

Batang Kali

25, Jalan Meranti 1A, Section 3

Bandar Utama Batang Kali

44300 Ulu Selangor, Selangor

Tel: 03-6057 0558

Fax:03-6057 9539

Country Heights, Kajang

1, Persiaran Sinar Pagi,

Country Heights

43000 Kajang, Selangor

Tel: 03-8737 1609

Fax:03-8737 1611

Cyberjaya

Unit G-C, Ground Floor, Block 2320

Century Square,

Jalan Usahawan

63000 Cyberjaya, Selangor

Tel: 03-8318 9905

Fax:03-8318 3421

Damansara Utama

(Retail)

48, Jalan SS21/35

Damansara Utama

47400 Petaling Jaya, Selangor

Tel: 03-7277 4197

Fax:03-7729 8278

Desa Jaya, Kepong

4, Jalan 54, Desa Jaya, Kepong

52100 Kuala Lumpur

Tel: 03-6274 1157

Fax:03-6276 3966

HICOM Industrial Park

2, Wisma Anggerik

Jalan Perbahan 26/2

HICOM Industrial Park

40400 Shah Alam, Selangor

Tel: 03-5191 9916

Fax:03-5191 9895

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

277

Jalan Dato Hamzah, Klang

12, Jalan Dato Hamzah

41000 Klang, Selangor

Tel: 03-3371 1771

Fax: 03-3372 4101

Jalan Kapar, Klang

77, Jalan Kapar,

41700 Klang, Selangor

Tel: 03-3342 6833

Fax: 03-3341 4445

Jalan Meru, Klang

99, Wisma NBC,

Pusat Perniagaan NBC

Batu 1

, Jalan Meru,

41050 Klang, Selangor

Tel: 03-3344 2540

Fax: 03-3344 2544

Kajang

9, Jalan Tun Aziz Lim Tan,

43000 Kajang, Selangor

Tel: 03-8733 1661

Fax: 03-8733 2553

Kelana Jaya

60, Jalan SS6/14,

Kelana Jaya

47301 Petaling Jaya, Selangor

Tel: 03-7803 2109

Fax: 03-7803 4313

KLIA, Sepang

Block E, Jalan KLIA S3

Southern Common Amenities Facilities

KLIA (Selatan),

64000 KLIA, Selangor

Tel: 03-8787 2602

Fax: 03-8787 2485

Kuala Selangor

30, Jalan Melati 3/1,

Bandar Melawati

45000 Kuala Selangor

Selangor

Tel: 03-3289 6991

Fax: 03-3281 3709

Lorong Batu Tiga, Klang

1, Lorong Batu 3

Off Jalan Lintang Tiga

41300 Klang, Selangor

Tel: 03-3341 9001

Fax: 03-3341 1934

Menara Acmar, Klang

Menara Acmar (Wing A)

1, Jalan Gelugor,

41400 Klang, Selangor

Tel: 03-3343 1959

Fax: 03-3341 4142

Menara Choy Fook Onn

Petaling Jaya

(Preferred Circle Lounge & Flagship)

Menara Choy Fook Onn

1B, Jalan Yong Shook Lin, Section 7

46050 Petaling Jaya, Selangor

Tel: 03-7956 3853

Fax: 03-7957 8782

Menara MRCB

Ground Floor,

2, Jalan Majlis 14/10,

Section 14

40000 Shah Alam, Selangor

Tel: 03-5519 1758

Fax: 03-5511 9377

Pandan Indah

21G, Jalan Pandan Indah 4/34

Pandan Indah

55100 Kuala Lumpur

Tel: 03-4294 3255

Fax: 03-4295 3110

Pandan Jaya

43, Jalan Pandan 3/3

Pandan Jaya

55100 Kuala Lumpur

Tel: 03-9284 5262

Fax: 03-9283 7912

Pelabuhan Klang

44, Jalan Chungah,

Off Jalan Sekolah

42000 Pelabuhan Klang, Selangor

Tel: 03-3168 0995

Fax: 03-3168 2299

Puchong Jaya

12, Jalan Kenari 5

Bandar Puchong Jaya

41700 Puchong, Selangor

Tel: 03-8075 7501

Fax: 03-8075 7359

Rawang

1 & 1A, Jalan Bandar,

Rawang 2, Pusat Bandar Rawang

48000 Rawang Selangor

Tel: 03-6091 3904

Fax: 03-6091 3907

Salak Tinggi

Bangunan UMNO Sepang

Jalan ST1D/2,

Bandar Baru Salak Tinggi

43900 Sepang, Selangor

Tel: 03-8706 2197

Fax: 03-8706 2202

SEA Park, Petaling Jaya

(Retail)

Lot 27, Jalan 21/11A, SEA Park

46300 Petaling Jaya, Selangor

Tel: 03-7876 9072

Fax: 03-7874 7314

Section 14, Petaling Jaya

(Retail)

6, Jalan 14/14, Jalan Semangat

46860 Petaling Jaya, Selangor

Tel: 03-7957 6433

Fax: 03-7956 0595

Section 18, Shah Alam

49, Jalan Pinang B18/B

Section 18,

40000 Shah Alam, Selangor

Tel: 03-5541 1909

Fax: 03-5541 7299

Section 52, Petaling Jaya

(Retail)

27, Jalan 52/2,

46200 Petaling Jaya, Selangor

Tel: 03-7956 3642

Fax: 03-7955 0695

Seri Kembangan

1485, Jalan Besar

43300 Seri Kembangan, Selangor

Tel: 03-8948 4027

Fax: 03-8942 4485

Sungai Besar

22A, Jalan Menteri

45300 Sungai Besar

Sabak Bernam, Selangor

Tel: 03-3224 1205

Fax: 03-3224 1644

Taman Melawati

227, Jalan Bandar 13,

Taman Melawati

53100 Kuala Lumpur

Tel: 03-4108 1515

Fax: 03-4107 5477

Taman Putra

29, Jalan Bunga Tanjong 9C

Taman Putra

68000 Ampang, Selangor

Tel: 03-4292 2333

Fax: 03-4292 6696

Taman Seri Gombak

2, Jalan SG1/2,

Taman Seri Gombak

68100 Batu Caves, Selangor

Tel: 03-6189 2389

Fax: 03-6188 5892

Teluk Panglima Garang

54, Jalan J/U2,

Taman Jaya Utama, Phase 1

42500 Teluk Panglima Garang,

Selangor

Tel: 03-3122 8434

Fax: 03-3122 7298

Terminal 3, Subang

Lot RB5, Terminal 3

Lapangan Terbang Sultan Abdul Aziz Shah

47200 Subang, Selangor

Tel: 03-7846 1767

Fax: 03-7846 4026

Universiti Kebangsaan Malaysia

Lot 1.04 & 1.05

Level 1, Wisma UNIKEB

Universiti Kebangsaan Malaysia

43600 UKM Bangi, Selangor

Tel: 03-8925 0214

Fax: 03-8925 0177

Universiti Putra Malaysia

Ground Floor, Block B,

Bangunan Pusat Pelajar

Universiti Putra Malaysia

43400 UPM Serdang, Selangor

Tel: 03-8948 6018

Fax: 03-8948 2925

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

278

USJ 9, Subang Jaya

31-1, Jalan USJ 9/5S,

UEP Subang Jaya

47620 Petaling Jaya, Selangor

Tel: 03-8024 1007

Fax: 03-8024 1014

Wisma DRB-HICOM

Suite 1.2, Tingkat 1,

Wisma DRB-HICOM

2, Jalan Usahawan U1/8,

Section U1

40150 Shah Alam, Selangor

Tel: 03-7805 3299

Fax: 03-7805 2935

Wisma Tractors, Subang Jaya

(Flagship)

West Wing, Wisma Consplant 2

7, Jalan SS16/1, Subang Jaya

47500 Petaling Jaya, Selangor

Tel: 03-5633 5315

Fax: 03-5635 4276

NEGERI SEMBILAN DARUL KHUSUS

Seremban

1A, Wisma Dewan Perniagaan Melayu

Negeri Sembilan,

Jalan Dato’ Bandar Tunggal

70000 Seremban, Negeri Sembilan

Tel: 06-762 5305

Fax: 06-763 7680

Bahau

21, Jalan Mahligai,

72100 Bahau Negeri Sembilan

Tel: 06-454 5819

Fax: 06-454 5064

Bandar Baru Nilai

7464, Jalan BBN 1/1A

Putra Point 1

71800 Bandar Baru Nilai

Negeri Sembilan

Tel: 06-850 0543

Fax: 06-850 0514

Bukit Pelandok

4232, Jalan Besar

71960 Bukit Pelandok

Negeri Sembilan

Tel: 06-667 3688

Fax: 06-667 2892

Kuala Pilah

1, Jalan Angkasa Jaya

Bukit Pilah Perdana

72000 Kuala Pilah

Negeri Sembilan

Tel: 06-481 2358

Fax: 06-481 5900

Port Dickson

745, Bangunan UMNO

Jalan Besar

71000 Port Dickson

Negeri Sembilan

Tel: 06-647 1772

Fax: 06-647 1770

Rembau

Bangunan RISDA,

13, Jalan Terentang

71309 Rembau

Negeri Sembilan

Tel: 06-685 1204

Fax: 06-685 3017

Senawang

51, Lorong Sri Mawar 12/2,

Taman Sri Mawar

70450 Senawang

Negeri Sembilan

Tel: 06-679 2739

Fax: 06-679 2710

Taman Semarak, Nilai

5717, Jalan TS 2/1D,

Taman Semarak

71800 Nilai, Negeri Sembilan

Tel: 06-799 4864

Fax: 06-799 4861

Tampin

Bangunan Baru UMNO,

Jalan Besar

73000 Tampin

Negeri Sembilan

Tel: 06-441 1588

Fax: 06-441 3163

Titi

68, Wisma Gerakan,

Jalan Besar

71650 Titi,

Negeri Sembilan

Tel: 06-611 3166

Fax: 06-611 2535

MELAKA BANDARAYA BERSEJARAH

Taman Melaka Raya

188, Taman Melaka Raya

Off Jalan Parameswara

75000 Melaka

Tel: 06-284 8960

Fax: 06-283 0582

Alor Gajah

KM 3059, Prima Alor Gajah

Jalan Besar,

Bandar Alor Gajah

78000 Alor Gajah, Melaka

Tel: 06-556 2200

Fax: 06-556 2119

Batu Berendam

30, Jalan Mutiara Melaka 2

Taman Mutiara Melaka

75350 Batu Berendam, Melaka

Tel: 06-317 6397

Fax: 06-317 6467

Bukit Baru

11, Section 3,

Taman Bukit Piatu

75150 Bukit Baru, Melaka

Tel: 06-283 8844

Fax: 06-282 8121

Jalan Hang Tuah

Graha UMNO,

Jalan Hang Tuah

75300 Melaka

Tel: 06-284 0455

Fax:06-284 7611

Jalan Munshi Abdullah

Lot 30, Kompleks Munshi Abdullah

Jalan Munshi Abdullah,

75100 Melaka

Tel: 06-283 7998

Fax:06-283 7257

Jasin

3733, Jalan Kesang,

77000 Jasin, Melaka

Tel: 06-529 8881

Fax:06-529 4626

Masjid Tanah

AG 8871, Wisma Haji Sulong Siban

Jalan Besar,

78300 Masjid Tanah, Melaka

Tel: 06-384 2301

Fax:06-384 3428

PERLIS INDERA KAYANGAN

Kangar

44, Jalan Penjara,

01000 Kangar, Perlis

Tel: 04-976 1292

Fax: 04-976 0953

KEDAH DARUL IMAN

Alor Star

1583, Bangunan Tunku, Alor Star

Jalan Tunku Ibrahim,

05000 Alor Star, Kedah

Tel: 04-733 1906

Fax:04-733 1170

Guar Chempedak

3, Taman Mewah

08800 Guar Chempedak, Kedah

Tel: 04-468 6435

Fax:04-468 7184

Jalan Kampung Baru, Sungai Petani

A10, Jalan Kampung Baru

08000 Sungai Petani, Kedah

Tel: 04-423 2233

Fax:04-421 3653

Jitra

Kompleks UMNO,

Bahagian Kubang Pasu

Jalan Ibrahim,

06000 Jitra, Kedah

Tel: 04-917 1090

Fax:04-917 5171

Kuah, Langkawi

1, Jalan Pandak Mayah 1

07000 Kuah,

Pulau Langkawi, Kedah

Tel: 04-966 6724

Fax:04-966 7985

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

279

Kuala Nerang

Lot 67 & 68, Pekan Kuala Nerang

06300 Kuala Nerang, Kedah

Tel: 04-786 6641

Fax: 04-786 6568

Kulim

254A, Wisma Koperasi,

Jalan Tuanku Putra

09000 Kulim, Kedah

Tel: 04-490 4600

Fax: 04-490 1323

Persiaran Sultan Abdul Hamid

(Preferred Circle Lounge & Flagship)

101, Persiaran Sultan Abdul Hamid

05050 Alor Star, Kedah

Tel: 04-772 6095

Fax: 04-772 3500

Pendang

Bangunan UMNO,

Jalan Sungai Tiang

06700 Pendang, Kedah

Tel: 04-759 6312

Fax: 04-759 7188

Taman Sejati Indah, Sungai Petani

8, Jalan Matang Gedong,

Taman Sejati Indah

08000 Sungai Petani, Kedah

Tel: 04-431 2905

Fax: 04-431 2895

Teluk Wan Jah

1787 A, Jalan Teluk Wan Jah

05200 Alor Star, Kedah

Tel: 04-730 0222

Fax: 04-731 5197

Universiti Utara Malaysia

Kompleks The Mall, Sintok,

06000 Jitra, Kedah

Tel: 04-924 1929

Fax: 04-924 2075

Wisma RIA, Sungai Petani

Wisma RIA, Taman RIA

08000 Sungai Petani, Kedah

Tel: 04-422 2486

Fax: 04-422 2484

PULAU PINANG

15, Lebuh Pantai, Penang

15, Lebuh Pantai,

10760 Pulau Pinang

Tel: 04-261 3872

Fax: 04-262 5600

1, Lebuh Pantai, Penang

Bangunan Dewan Perniagaan &

Perusahaan Melayu

1, Lebuh Pantai,

10300 Pulau Pinang

Tel: 04-262 2921

Fax: 04-263 1921

AutoCity, Prai

Unit G5, 1688, Jalan Perusahaan

Highway Auto-City,

Juru Interchange

13600 Prai, Pulau Pinang

Tel: 04-508 9358

Fax: 04-507 2713

Ayer Itam

60, Lintang Angsana

Bandar Baru Ayer Itam

11500 Pulau Pinang

Tel: 04-829 1699

Fax: 04-829 5926

Bukit Mertajam

Bangunan Persatuan Bekas-Bekas Polis

Jalan Che Bee Hoor (Jalan Aston)

14000 Bukit Mertajam, Pulau Pinang

Tel: 04-537 3499

Fax: 04-539 1291

Jalan Mahsuri, Bayan Baru

32, Jalan Mahsuri,

Bandar Bayan Baru

11950 Pulau Pinang

Tel: 04-644 4145

Fax: 04-644 6169

Jelutong

375, Vantage Point,

Jalan Perak

11600 Jelutong, Pulau Pinang

Tel: 04-283 2178

Fax: 04-282 5596

Kepala Batas

1283, Jalan Dato Hj Ahmad Badawi

Taman Gooi Seng Tuck,

Kepala Batas

13200 Pulau Pinang

Tel: 04-575 1033

Fax: 04-575 3836

Kompleks Tun Abdul Razak (KOMTAR)

Lot 1.05, Level 1, Phase 1B

Kompleks Tun Abdul Razak (KOMTAR)

10000 Pulau Pinang

Tel: 04-261 3134

Fax: 04-261 8312

Pulau Tikus

409, Jalan Burmah,

10350 Pulau Pinang

Tel: 04-226 1644

Fax: 04-226 3221

Pusat Bandar Seberang Jaya

1, Jalan Todak 3,

Bandar Baru Seberang Jaya

13700 Seberang Jaya

Pulau Pinang

Tel: 04-397 6410

Fax: 04-397 6416

Raja Uda, Butterworth

6162, Jalan Ong Yi How,

Off Jalan Raja Uda

Taman Teras Jaya

13400 Butterworth, Pulau Pinang

Tel: 04-323 2707

Fax: 04-323 2715

Taman Emas, Prai

1271, Jalan Baru, Taman Emas

13600 Prai, Pulau Pinang

Tel: 04-390 1577

Fax: 04-399 3103

Taman Selat, Butterworth

91, Jalan Bagan Luar,

Taman Selat

12720 Butterworth, Pulau Pinang

Tel: 04-331 2433

Fax: 04-332 3943

Tanjung Bungah

Lot GF-08, Menara Asas

598, Jalan Tanjung Bungah

11200 Pulau Pinang

Tel: 04-890 6060

Fax: 04-899 4630

Universiti Sains Malaysia

Block 32, Minden Campus

Universiti Sains Malaysia, Minden

11800 USM Pulau Pinang

Tel: 04-658 1382

Fax: 04-657 7662

PERAK DARUL RIDZUAN

Ipoh

112, Jalan Sultan Idris Shah, Ipoh

30740 Ipoh, Perak

Tel: 05-254 2316

Fax: 05-255 4058

Bandar Ipoh Raya

2, Medan Istana,

Bandar Ipoh Raya

30000 Ipoh, Perak

Tel: 05-241 8802

Fax: 05-253 0393

Batu Gajah

20, Jalan Pejabat Pos

31000 Batu Gajah, Perak

Tel: 05-366 1905

Fax: 05-366 2840

Grik

Wisma Pernida, Jalan Intan

33300 Grik, Perak

Tel: 05-791 2824

Fax: 05-791 2076

Hutan Melintang

6, Lorong Satu

Taman Julaiha

36400 Hutan Melintang, Perak

Tel: 05-641 8500

Fax: 05-641 8506

Ipoh Garden

Lot 73207, Jalan Canning Estate

Ipoh Garden

31400 Ipoh, Perak

Tel: 05-547 5678

Fax: 05-547 6000

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

280

Jalan Gopeng, Ipoh

288, Jalan Gopeng,

Gunung Rapat

31350 Ipoh, Perak

Tel: 05-313 5200

Fax: 05-313 1316

Jelapang, Ipoh

64, Persiaran Silibin Utara

Jalan Jelapang,

30020 Ipoh, Perak

Tel: 05-527 8605

Fax: 05-527 8604

Kampar

23, Jalan Idris,

31900 Kampar, Perak

Tel: 05-465 1633

Fax: 05-466 1482

Kuala Kangsar

95, Pusat Komersil,

Jalan Kangsar

33000 Kuala Kangsar, Perak

Tel: 05-777 7011

Fax: 05-777 6372

Lumut

4165, Jalan Sultan Idris Shah

32200 Lumut, Perak

Tel: 05-683 6791

Fax: 05-683 5844

Parit Buntar

6, Jalan Kelichap

34200 Parit Buntar, Perak

Tel: 05-716 1505

Fax: 05-716 4199

Sitiawan

Lot 2871, Off Jalan Kelab

32000 Sitiawan, Perak

Tel: 05-691 8776

Fax: 05-692 1121

Taiping

Bangunan Majlis Perbandaran Taiping

42, Jalan Kota,

34000 Taiping, Perak

Tel: 05-807 2422

Fax: 05-807 8740

Tanjung Malim

21, Jalan Bunga Anggerek

35900 Tanjung Malim, Perak

Tel: 05-459 7910

Fax: 05-459 5080

Tanjung Rambutan

Lot 259, Jalan Stesen

31250 Tanjung Rambutan, Perak

Tel: 05-533 2182

Fax: 05-533 2180

Tapah

Bangunan UMNO, Jalan Raja

35000 Tapah, Perak

Tel: 05-403 3105

Fax: 05-401 2858

Teluk Intan

32, Jalan Pasar,

36000 Teluk Intan, Perak

Tel: 05-621 2711

Fax: 05-621 2714

KELANTAN DARUL NAIM

Wisma Square Point

Lot 1, Jalan Pengkalan Chepa

15400 Kota Bharu, Kelantan

Tel: 09-741 9009

Fax: 09-743 6914

Bachok

Bangunan UMNO,

Jalan Tuanku Abdul Hamid

16300 Bachok, Kelantan

Tel: 09-778 9367

Fax: 09-778 8780

Gua Musang

44, Jalan Besar,

18300 Gua Musang, Kelantan

Tel: 09-912 1424

Fax: 09-912 2195

Jalan Maju Kota Bharu

Bangunan BCB, Jalan Maju

15000 Kota Bharu, Kelantan

Tel: 09-741 9033

Fax: 09-743 3887

Kuala Krai

Lot 1361, Jalan Besar,

Guchil Baru

18000 Kuala Krai, Kelantan

Tel: 09-966 7142

Fax: 09-966 7133

Machang

Lot 261, Jalan Masjid

18500 Machang, Kelantan

Tel: 09-975 7380

Fax: 09-975 7386

Pasir Mas

110, Serakai Mas Plaza

17000 Pasir Mas, Kelantan

Tel: 09-790 0090

Fax: 09-790 2199

Pasir Puteh

Lot 422, Jalan Pasir Puteh

16800 Pasir Puteh, Kelantan

Tel: 09-786 4367

Fax: 09-786 7677

Tanah Merah

Lot 522, Jalan Dato’ Nik Mustapha

17500 Tanah Merah, Kelantan

Tel: 09-955 6084

Fax: 09-955 8328

Wakaf Siku

4585-K, Wisma Ibrahim & Sons

Jalan Sultan Yahya Petra

Wakaf Siku

15200 Kota Bharu, Kelantan

Tel: 09-748 5229

Fax: 09-744 4364

TERENGGANU DARUL IMAN

Jalan Sultan Ismail, Kuala Terengganu

Lot 3083, Jalan Sultan Ismail

20200 Kuala Terengganu, Terengganu

Tel: 09-625 1866

Fax:09-624 0603

Bandar Al-Muktafibillah Shah

Lot K15, Pusat Bandar

Bandar Al-Muktafibillah Shah

23400 Dungun, Terengganu

Tel: 09-822 1006

Fax:09-822 1433

Bandar Permaisuri, Setiu

Lot P-T 729, Bandar Permaisuri

22110 Setiu, Terengganu

Tel: 09-609 2301

Fax:09-609 0123

Dungun

3679, Bangunan UMNO

Jalan Besar

23000 Dungun, Terengganu

Tel: 09-848 1555

Fax:09-848 5285

Jerteh

Bangunan UMNO (Baitul Ehsan)

Jalan Besar,

22000 Jerteh, Terengganu

Tel: 09-697 1136

Fax:09-697 2653

Kemaman

K712, Jalan Sulaimani, Chukai

24000 Kemaman, Terengganu

Tel: 09-859 1655

Fax:09-859 5823

Kerteh

Bangunan PMINT

10A, Bandar Baru Kerteh

24300 Kerteh, Terengganu

Tel: 09-826 1912

Fax:09-826 1998

Paka

Lot 120, Jalan Besar Paka

23100 Dungun, Terengganu

Tel: 09-827 5236

Fax:09-827 5237

PAHANG DARUL MAKMUR

Jalan Bank, Kuantan

Bangunan BCB,

Lot 32, Jalan Bank

25000 Kuantan, Pahang

Tel: 09-516 2099

Fax:09-516 4116

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

281

Bandar Muadzam Shah

6, Medan Mewah,

26700 Bandar Muadzam Shah Pahang

Tel: 09-452 2077

Fax: 09-452 2843

Jalan Teluk Sisek, Kuantan

67, Jalan Teluk Sisek,

25710 Kuantan, Pahang

Tel: 09-516 2855

Fax: 09-514 4008

Jerantut

23, Jalan Tahan,

27000 Jerantut, Pahang

Tel: 09-266 2250

Fax: 09-266 4250

Karak

16, Jalan Besar,

28600 Karak, Pahang

Tel: 09-231 1281

Fax: 09-231 1522

Kompleks Teruntum

Lot G-01, Kompleks Teruntum

Jalan Penjara

25000 Kuantan, Pahang

Tel: 09-512 1346

Fax: 09-513 8726

Kuala Lipis

17, Bangunan LKNP, Jalan Besar

27200 Kuala Lipis, Pahang

Tel: 09-312 1907

Fax: 09-312 3346

Maran

47, Bangunan LKNP,

26500 Maran, Pahang

Tel: 09-477 1227

Fax: 09-477 1084

Mentakab

46, Jalan Temerloh

28400 Mentakab, Pahang

Tel: 09-277 7976

Fax: 09-277 7975

Pekan

Lot 83 Jalan Sultan Abdullah

26600 Pekan, Pahang

Tel: 09-422 2024

Fax: 09-422 1146

Pelabuhan Kuantan

Batu 16, Jalan Kuantan-Kemaman

Tanjong Gelang, Pelabuhan Kuantan

25710 Kuantan, Pahang

Tel: 09-583 3345

Fax: 09-583 3393

Raub

33, Jalan Lipis,

Bandar Raub Perdana

27600 Raub, Pahang

Tel: 09-355 9387

Fax: 09-355 3577

Temerloh

77, Bangunan LKNP,

Jalan Ahmad Shah

28000 Temerloh, Pahang

Tel: 09-296 1775

Fax: 09-296 4301

JOHOR DARUL TA’ZIM

Taman Pelangi

30, Jalan Serampang

Taman Pelangi,

80050 Johor Bahru, Johor

Tel: 07-332 4911

Fax: 07-332 5266

Bandar Baru Permas Jaya

39, Jalan Pernas 10/2

Bandar Baru Permas Jaya,

81750 Masai, Johor

Tel: 07-386 2520

Fax: 07-386 2527

Bandar Sri Alam, Masai

15, Jalan Suria 3

Bandar Baru Seri Alam

81750 Masai, Johor

Tel: 07-252 5520

Fax: 07-252 8280

Bangunan UMNO, Johor Bahru

51, Jalan Segget

80000 Johor Bahru, Johor

Tel: 07-222 4833

Fax: 07-223 6904

Batu Pahat

39A, Jalan Rahmat,

83000 Batu Pahat, Johor

Tel: 07-431 1096

Fax: 07-431 7324

Gelang Patah

25, Jalan Medan Nusa Perintis 6

Taman Nusa Perintis 2

81550 Gelang Patah, Johor

Tel: 07-530 0000

Fax: 07-530 0017

Holiday Plaza

G86, Holiday Plaza,

Jalan Dato’ Sulaiman

80250 Johor Bahru, Johor

Tel: 07-333 1961

Fax: 07-332 2773

Kluang

7, Jalan Syed Abdul Hamid Sagaff

86000 Kluang, Johor

Tel: 07-771 8080

Fax: 07-772 4657

Kota Tinggi

30, Jalan Niaga 1

Pusat Dagangan Jalan Mawai

81900 Kota Tinggi, Johor

Tel: 07-883 7507

Fax: 07-883 4322

Kulai

Lot 1.05A, Kulai Hypermarket

Jalan Anggerik 8

Taman Kulai Utama

81000 Kulai, Johor

Tel: 07-663 1488

Fax: 07-663 7716

Labis

81, Taman Orkid Baru,

85300 Labis, Johor

Tel: 07-925 3836

Fax: 07-925 3840

Mersing

4, Jalan Ismail,

86800 Mersing, Johor

Tel: 07-799 1600

Fax: 07-799 4790

Muar

57-3, Jalan Sulaiman

84000 Muar, Johor

Tel: 06-953 5399

Fax: 06-951 5808

Nusa Bestari

76, Jalan Nusa Bestari 2

Taman Nusa Bestari 2

81200 Johor Bahru, Johor

Tel: 07-512 1788

Fax: 07-512 2788

Parit Raja

4, Jalan Raja Satu,

Taman Sri Raja

86400 Parit Raja, Johor

Tel: 07-454 1386

Fax: 07-454 2377

Parit Sulong

76, Jalan Muar,

Parit Sulong

83500 Batu Pahat, Johor

Tel: 07-418 6258

Fax: 07-418 7800

Pontian Kechil

742, Wisma Koperasi

Jalan Taib

82000 Pontian Kechil, Johor

Tel: 07-687 1533

Fax: 07-687 4033

Pusat Perdagangan, Pasir Gudang

13A, Pusat Perdagangan,

Jalan Bandar

81700 Pasir Gudang, Johor

Tel: 07-252 4955

Fax: 07-251 2932

Segamat

113, Jalan Genuang,

85000 Segamat, Johor

Tel: 07-931 3653

Fax: 07-931 2121

Senai

182, Jalan Belimbing 1,

81400 Senai, Johor

Tel: 07-599 6214

Fax: 07-599 6219

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

282

Taman Daya, Johor Bahru

2, Jalan Sagu 1, Taman Daya

81100 Johor Bahru, Johor

Tel: 07-351 1940

Fax: 07-351 1943

Taman Johor Jaya

104, Jalan Dedap 13,

Taman Johor Jaya

81100 Johor Bahru, Johor

Tel: 07-355 0784

Fax: 07-355 0782

Taman Molek

73, Jalan Molek 3/1,

Taman Molek

81100 Johor Bahru, Johor

Tel: 07-358 4378

Fax: 07-358 3877

Taman Ungku Tun Aminah

87, Jalan Pahlawan 1

Taman Ungku Tun Aminah

81300 Skudai, Johor

Tel: 07-556 7700

Fax: 07-557 7711

Taman Universiti, Skudai

21, Jalan Kebudayaan 4

Taman Universiti,

81300 Skudai, Johor

Tel: 07-521 5055

Fax: 07-521 4291

Tampoi

193B, Batu 4

, Jalan Skudai

80200 Tampoi, Johor

Tel: 07-236 3734

Fax: 07-234 0300

Universiti Teknologi Malaysia, Skudai

Bangunan Hal Ehwal Pelajar

Universiti Teknologi Malaysia

81300 Skudai, Johor

Tel: 07-557 7103

Fax: 07-557 0855

FEDERAL TERRITORY OF LABUAN

Labuan

Lot E006, Podium Level

Financial Park Labuan

Jalan Merdeka,

87000 Labuan

Tel: 087-451 033

Fax: 087-451 032

SABAH

API-API Centre, Kota Kinabalu

API-API Centre, Lot 4/G3

88000 Kota Kinabalu, Sabah

Tel: 088-264 287

Fax: 088-211 800

Inanam

9, Block A, Inanam Plaza

Phase 3, Inanam New Township

89357 Inanam,

Kota Kinabalu, Sabah

Tel: 088-437 657

Fax: 088-437 662

Keningau

Industrial Lot 10A,

89007 Keningau, Sabah

Tel: 087-331 515

Fax: 087-334 991

Kompleks KUWASA

42, Block B, Kompleks KUWASA

Jalan Karamunsing

88000 Kota Kinabalu, Sabah

Tel: 088-233 214

Fax: 088-242 794

Lahad Datu

Lot 8, Block A,

Metro Shopping Complex

91100 Lahad Datu, Sabah

Tel: 089-880 609

Fax: 089-880 608

Ranau

Ground Floor, Block C, Lot 10,

Ranau New Town

89300 Ranau, Sabah

Tel: 088-875 271

Fax: 088-875 834

Sandakan

TL 639, Bangunan Harisons

& Crosfield

90000 Sandakan, Sabah

Tel: 089-213 272

Fax: 089-273 087

Tawau

Block 30, Kompleks Fajar

Jalan Haji Karim,

91000 Tawau, Sabah

Tel: 089-762 200

Fax: 089-761 617

SARAWAK

Khoo Hun Yeang Street, Kuching

32, Khoo Hun Yeang Street

93000 Kuching, Sarawak

Tel: 082-422 522

Fax: 082-424 598

Bandar Sri Aman

422, Jalan Hospital

95000 Bandar Sri Aman, Sarawak

Tel: 083-322 007

Fax: 083-320 887

Boulevard, Miri

Lot 2382, Block 5 MCLD

Boulevard Commercial Centre

Jalan Pujut,

08000 Miri, Sarawak

Tel: 085-416 559

Fax: 085-410 454

Jalan Permaisuri, Miri

Lot 507, Block 9

Miri Concession Land District

Jalan Permaisuri,

98000 Miri, Sarawak

Tel: 085-420 371

Fax: 085-415 379

Jalan Satok, Kuching

Lot 1.1, Bangunan Satok

Jalan Satok / Jalan Kulas

93400 Kuching, Sarawak

Tel: 082-413 155

Fax:082-244 553

Jalan Tunku Abdul Rahman, Kuching

Wisma Bukit Mata Kuching

Lot 262, Section 48

Jalan Tunku Abdul Rahman

93100 Kuching, Sarawak

Tel: 082-236 809

Fax:082-236 797

Petra Jaya

Bangunan MASJA, Ground Floor

Lot 4, Medan Raya, Petra Jaya

93050 Kuching, Sarawak

Tel: 082-443 666

Fax:082-443 418

Sarikei

12, Lorong 1,

Jalan Abdul Razak

96100 Sarikei, Sarawak

Tel: 084-651 624

Fax:084-653 522

Serian

Lot 230, Serian Bazaar,

94700 Serian, Sarawak

Tel: 082-874 135

Fax:082-874 431

Shahida Commercial Centre

Bintulu

Lot 2300,

BDA-Shahida Commercial Centre

Lebuhraya Abang Galau

97000 Bintulu, Sarawak

Tel: 086-331 320

Fax: 086-336 297

Sibu

1, Lorong Kampong Datu 5

Jalan Kampong Datu,

96000 Sibu, Sarawak

Tel: 084-342 404

Fax:084-319 984

Tanjung Kidurong

Lot 17, Medan Jaya Commercial Centre

Tanjung Kidurong,

97000 Bintulu, Sarawak

Tel: 086-315 015

Fax:086-315 013

Twin Towers Kuching

2691, Block 10, KCLD,

3rd Mile, Rock Road

93250 Kuching, Sarawak

Tel: 082-419 072

Fax:082-420 263

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

283

SERVICE KIOSK

FEDERAL TERRITORY OF

KUALA LUMPUR

Central Market

(Service Kiosk)

Lot 1.03, Central Market Annex

Jalan Hang Kasturi

50050 Kuala Lumpur

Tel: 03-2026 3037

Fax: 03-2026 3040

KL Sentral

(Service Kiosk)

Unit 4, Level 2, West Wing

KL Sentral

50470 Kuala Lumpur

Tel: 03-2279 8757

Fax: 03-2273 1960

Plaza Pantai

(Service Kiosk)

Lot B1.37, Ground Floor

Plaza Pantai Park Mall

5, Jalan 4/83A

Off Jalan Pantai Baru

59200 Kuala Lumpur

Tel: 03-2284 1553

Fax: 03-2284 1557

Wangsa Maju

(Service Kiosk)

18, Jalan 1/27A, Section 1

Wangsa Maju

53300 Kuala Lumpur

Tel: 03-4148 1119

Fax: 03-4149 0993

SELANGOR DARUL EHSAN

Amcorp Mall

(Service Kiosk)

G19, Ground Floor

Amcorp Mall

Jalan Persiaran Barat Off Jalan Timur

46050 Petaling Jaya, Selangor

Tel: 03-7957 1225

Fax: 03-7957 1273

Bandar Baru Ampang

(Service Kiosk)

1-A, Jalan Wawasan Ampang 2/2

Bandar Baru Ampang

68000 Ampang, Selangor

Tel: 03-4295 7060

Fax: 03-4295 8559

Naza World

(Service Kiosk)

Lot 1, Jalan 51A/221

Naza World

46100 Petaling Jaya, Selangor

Plaza Shah Alam

(Service Kiosk)

Lot LG 9, Level 2, Plaza Shah Alam

2, Jalan Tengku Ampuan Zabidah E9/E

Section 9, 40100 Shah Alam, Selangor

Tel: 03-5511 5395

Fax: 03-5511 5401

Taman SEA, Petaling Jaya

(Service Kiosk)

67, Block A, Jalan SS 23/15

Taman SEA

47400 Petaling Jaya, Selangor

Tel: 03-7805 3177

Fax: 03-7804 2040

USJ Summit

(Service Kiosk)

Lot G 01, The Summit

Subang Jaya USJ

Persiaran Kewajipan, USJ 1

47600 UEP Subang Jaya, Selangor

Tel: 03-8024 7490

Fax: 03-8024 6935

JOHOR DARUL TA’ZIM

Kompleks Plaza Angsana

(Service Kiosk)

Lot L 2.34, Level 2

Kompleks Plaza Angsana

Pusat Bandar Tampoi

81200 Johor Bahru, Johor

Tel: 07-236 8591

Fax: 07-236 8619

MELAKA BANDARAYA BERSEJARAH

Mahkota Parade

(Service Kiosk)

G-11, Ground Floor

Mahkota Parade

1, Jalan Merdeka

75000 Melaka

Tel: 06-281 1397

Fax: 06-281 1400

PAHANG DARUL MAKMUR

Bera, Pahang

(Service Kiosk)

Ground Floor

10, Jalan Sri Kerayong 2

Bandar Baru Kerayong

28300 Bera, Pahang

Tel: 09-255 3766

Fax: 09-255 3541

RETAIL SERVICE OUTLETS

FEDERAL TERRITORY OF

KUALA LUMPUR

Alpha Angle

Lot F29, 1st Floor

Alpha Angle Shopping Centre

Section 1, Bandar Baru Wangsa Maju

53300 Kuala Lumpur

Tel: 03-4143 7689

Fax: 03-4143 8204

Ampwalk, Jalan Ampang

Lot G.08A-1, The Ampwalk

218, Jalan Ampang

50450 Kuala Lumpur

Tel: 03-2161 9037

Fax: 03-2161 9042

Bandar Tun Razak

46, Jalan Jujur

Bandar Tun Razak, Cheras

56000 Kuala Lumpur

Tel: 03-9171 0818

Fax: 03-9171 0826

City Square

Lot LG 10, Lower Ground Floor

City Square, Jalan Tun Razak

50400 Kuala Lumpur

Tel: 03-2161 5057

Fax: 03-2161 5061

Desa Sri Hartamas

22, Jalan 24/70A

Desa Sri Hartamas

50480 Kuala Lumpur

Tel: 03-6203 5364

Fax: 03-6203 5371

Endah Parade

Lot G. 009, Ground Floor

Endah Parade, 1, Jalan 1/149E

Bandar Baru Sri Petaling

57000 Kuala Lumpur

Tel: 03-9056 1422

Fax: 03-9056 1424

Kota Raya Complex

Lot 1.06, 1st Floor

Kota Raya Complex

Jalan Tun Cheng Lock

50000 Kuala Lumpur

Tel: 03-2026 9397

Fax: 03-2026 1545

President’s House

Shop 9, Ground Floor

President’s House

Jalan Sultan Ismail

50250 Kuala Lumpur

Tel: 03-2144 0854

Fax: 03-2144 0871

Taman Bunga Raya

17, Jalan Malinja 2

Taman Bunga Raya

Off Jalan Genting Klang

53000 Kuala Lumpur

Tel: 03-4015 2654

Fax: 03-4015 2644

SELANGOR DARUL EHSAN

MAKRO, Shah Alam

PLTL, Lot 1

Jalan Hishamuddin Alam Shah 2

Section 13

40000 Shah Alam, Selangor

Tel: 03-5510 5303

Fax: 03-5510 4118

Multimedia University, Cyberjaya

Bangunan Delta

Multimedia University

Jalan Multimedia

63100 Cyberjaya, Selangor

Tel: 03-8313 6424

Fax: 03-8313 6430

Pasar Borong Selangor

Lot 41579

Kompleks Pasar Borong Selangor

Jalan Puchong

43300 Serdang, Selangor

Tel: 03-8944 1973

Fax: 03-8944 1958

Selayang Capitol

Lot 12, Ground Floor, Selayang Capitol

Selayang-Kepong Expressway

68100 Batu Caves, Selangor

Tel: 03-6120 3932

Fax: 03-6120 3934

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

284

Selayang Mall

Lot LG 27, Lower Gound Floor

Selayang Mall Shopping Centre

Jalan SU 9, Taman Selayang Utama

68100 Batu Caves, Selangor

Tel: 03-6120 5496

Fax: 03-6120 5498

Shaw Centre Point, Klang

Lot LG 14, Shaw Centre Point

Jalan Raja Hassan

41400 Klang, Selangor

Tel: 03-3343 6805

Fax: 03-3343 6845

The Mines Resort

Lot L 3-4, 2nd Floor

Mines Shopping Fair

Jalan Dulang

43300 Seri Kembangan, Selangor

Tel: 03-8941 3855

Fax: 03-8941 3853

Universiti Kebangsaan Malaysia

(UKM), Bangi

Level 3, Kompleks Pusanika

Universiti Kebangsaan Malaysia

43600 UKM Bangi, Selangor

Tel: 03-8925 0507

Fax: 03-8925 0506

Warta Supermarket, Bangi Utama

Lot G11, Ground Floor

Bangi Utama Shopping Complex

1, Jalan Medan Bangi

Off Persiaran Kemajuan, Section 6

43650 Bandar Baru Bangi, Selangor

Tel: 03-8210 0161

Fax: 03-8210 0162

PERAK DARUL RIDZUAN

Universiti Teknologi PETRONAS

(UTP), Tronoh

G44, Students Services Centre

Universiti Teknologi PETRONAS

31750 Tronoh, Perak

Tel: 05-365 5452

Fax: 05-365 5455

NEGERI SEMBILAN DARUL KHUSUS

Seremban Centre Point

Lot G17A, Ground Floor

Seremban Centre Point

Jalan Dato’ Siamang Gagap

70100 Seremban

Negeri Sembilan

Tel: 06-762 0498

Fax: 06-762 0494

Terminal 1 Shopping Centre

Terminal 1, Shopping Centre

G-09, Ground Floor

20B, Jalan Lintang

70200 Seremban

Negeri Sembilan

Tel: 06-763 2885

Fax: 06-763 2916

MELAKA BANDARAYA BERSEJARAH

Multimedia University, Ayer Keroh

Student Plaza Complex

Multimedia University

Jalan Ayer Keroh Lama

75440 Melaka

Tel: 06-252 3325

Fax: 06-252 3327

SARAWAK

Imperial Mall

Unit UGF 1.35, Level 1

The Imperial Mall & Court

Jalan Merpati

98000 Miri, Sarawak

Tel: 085-430 652

Fax: 085-431 739

TERENGGANU DARUL IMAN

Kolej Universiti Sains dan

Teknologi Malaysia (KUSTEM)

Block Y, Mengabang Telipot

21030 Kuala Terengganu

Terengganu

Tel: 09-669 9914

Fax: 09-669 9916

SABAH

Universiti Malaysia Sabah (UMS)

Premise Bank 2

UMS Student Service Center

Locked Bag 2073

88999 Kota Kinabalu

Sabah

Tel: 088-429 201

Fax: 088-426 405

BUREAU DE CHANGE

FEDERAL TERRITORY OF

KUALA LUMPUR

Kompleks Budaya Kraf Kuala Lumpur

Section 63, Jalan Conlay

50450 Kuala Lumpur

Tel: 03-2164 7473

Fax: 03-2164 7473

Suria, KLCC

Lot G35, Ground Floor

PETRONAS Twin Tower

Kuala Lumpur City Centre

Jalan Ampang,

50088 Kuala Lumpur

Tel: 03-2161 1594

Fax: 03-2161 1624

SELANGOR DARUL EHSAN

Main Terminal Building KLIA Sepang

Arrival Hall, Main Terminal Building

Kuala Lumpur International Airport

43900 KLIA Sepang, Selangor

Tel: 03-8786 3887

Fax: 03-8786 3885

Satellite Terminal Building KLIA Sepang

C08, Satellite Terminal Building

Kuala Lumpur International Airport

43900 KLIA Sepang, Selangor

Tel: 03-8787 3991

Fax: 03-8787 3992

SABAH

Kota Kinabalu International Airport

Level 1, Lot 13

Kota Kinabalu International Airport

88740 Kota Kinabalu, Sabah

Tel: 088-316 448

Fax:088-316 464

PENANGPENANG

PENANG

Arrival Hall

Pulau Pinang International Airport

Lot AL05, Arrival Hall

Pulau Pinang International Airport

11900 Bayan Lepas, Pulau Pinang

Tel: 04-645 7296

Fax:04-645 7297

Departure Hall

Pulau Pinang International Airport

Departure Hall

Pulau Pinang International Airport

11900 Bayan Lepas, Pulau Pinang

Tel: 04-644 7890

Fax:04-645 7297

OVERSEAS BRANCHES

Hong Kong

19/F Central Tower

22-28 Queen’s Road

Central, Hong Kong

Special Administrative Region (HKSAR)

Tel: 00 852 2525 2829

Fax:00 852 2523 3287

SWIFT: BCBMHKHH

London

14, Cavendish Square

London W1G 9HA

United Kingdom

Tel: 00 44 20 7306 6063

Fax: 00 44 20 7306 6060

SWIFT: BCBMGB2L

Tokyo

1F Hibiya Daibiru

1-2-2, Uchisaiwai-Cho

Chiyoda-ku, 1 Chome

Tokyo 100-0011, Japan

Tel: 00 813 3502 1591/1594

Fax:00 813 3508 1049

SWIFT: BCBMJPJT

Singapore

7, Temasek Boulevard

#37-01/02/03, Suntec Tower 1

Singapore 038987

Tel: 02-6337 5115/7337

Fax:02-6337 5335

SWIFT: BCBMSGSG

YANGON REPRESENTATIVE OFFICE

35 (D), Pyay Road

7th Miles, Mayangone Tsp

Yangon, Myanmar

Tel: 00 951 660919

Fax:00 951 650838

DIRECTORY OF BCB BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

285

Directory of Bank Niaga Branches

HEAD OFFICE

Graha Niaga

Jl. Jend. Sudirman Kav. 58

Jakarta 12190

Tel: 021-250 5151, 250 5252, 250 5353

Fax: 021-250 5205

http: //www.bankniaga.com

e-mail: [email protected]

BRANCH OFFICE

JAKARTA

JAKARTA PUSAT

Gajah Mada

Jl. Gajah Mada No. 18

Jakarta 10130

Tel: (021) 6385 7649, 6385 7667, 6385 7711

Fax: (021) 6385 7612

Thamrin

Jl. M.H. Thamrin No. 53

Jakarta 10350

Tel: (021) 315 6761, 315 6721

Fax: (021) 315 6781

Cikini

Jl. Cikini Raya No. 71A

Jakarta 10330

Tel: (021) 230 1005

Fax: (021) 230 1236

Gambir

Jl. Kwitang No. 17 -18, Gambir

Jakarta 10110

Tel: (021) 230 0687

Fax: (021) 230 0665

Unika Atma Jaya

Kampus Atmajaya

Jl. Jend. Sudirman Kav. 51

Jakarta Pusat

Tel: (021) 570 8802, 572 2224

Fax: (021) 572 2224

Kramat

Jl. Kramat Raya, No. 148

Jakarta Pusat

Cempaka Putih

Jl. Cempaka Putih Raya No.102

Jakarta Pusat

Tel: (021) 424 2506, 424 2469

Fax: (021) 4287 5765

ITC Mangga Dua

Ruko Tekstil Blok C VI No. 1

Jakarta Pusat

Tel: (021) 601 1427, 601 9210

Fax: (021) 601 1425, 601 7605

Tanah Abang

Gedung Melawai

Jl. Tanah Abang II No. 76

Jakarta Pusat

Tel: (021) 386 8344, 386 8374, 386 8386,

386 8387, 350 3568, 386 8402

Fax: (021) 386 8401

Wisma Nugra Santana

Jl. Jend. Sudirman Kav. 7-8

Jakarta Pusat

Tel: (021) 5100 0091, 5100 0092, 5100 0093

Fax: (021) 5100 0096

Benhil

Ruko Bendungan Hilir Raya,

Blok A, No. 15

Jakarta Pusat

Tel: (021) 5795 1750, 5795 1751, 571 4514

Fax: (021) 571 4504

Gunung Sahari

Jl. Gunung Sahari, No 73C

Jakarta Pusat

Tel: (021) 421 2582

Fax: (021) 421 2612

Pecenongan

Jl. Pecenongan Raya

Ruko Pecenongan Raya No. 17E

Jakarta Pusat

Tel: (021) 384 8150

Fax: (021) 384 8152

Cempaka Mas

Rukan Graha Cempaka Mas

No. BL A/20, Jl. Letjend. Suprapto

Jakarta Pusat

JAKARTA SELATAN

Sudirman Graha Niaga

Jl. Jend. Sudirman Kav. 58

Jakarta Selatan

Tel: (021) 250 5050

Fax: (021) 250 5458

Wisma Pondok Indah II

Wisma Pondok Indah, Lt. Dasar,

Jl. Sultan Iskandar Muda Blok V TA

Jakarta 12310

Tel: (021) 769 7101

Fax: (021) 769 7109

Falatehan

Jl. Falatehan I No. 27

Jakarta Selatan

Tel: (021) 270 2888, 270 0555

Fax: (021) 720 0207

Mahakam

Jl. Mahakam I No.14

Jakarta Selatan

Tel: (021) 725 1550

Fax: (021) 725 1477

Tebet

Jl. Prof Dr. Supomo SH

No. 15 A, Tebet

Jakarta Selatan

Tel: (021) 829 5579, 830 1774, 830 1776

Fax: (021) 829 9032

Fatmawati

Jl. Fatmawati No. 20

Jakarta 12140

Tel: (021) 765 6523

Fax: (021) 750 4812

Kemang

Jl. Kemang Raya No. 3

Jakarta 12730

Tel: (021) 719 4462

Fax: (021) 7179 1645

Mampang

Mampang Plaza

Jl. Buncit Raya No. 100,

Jakarta 12790

Tel: (021) 798 2167, 798 2170

Fax: (021) 797 0551

Bursa Efek Jakarta

Gedung. Bursa Efek Jakarta II,

Lantai Dasar Suite G.06

Jl. Jend. Sudirman Kav. 52-53

Jakarta Selatan

Tel: (021) 515 4766, 515 4768

Fax: (021) 515 4763

Soepomo II (Lapangan Roos)

Jl. Lapangan Roos Raya No.8

Jakarta Selatan

Tel: (021) 829 3751, 829 3757

Fax: (021) 829 3758

Gran Melia Kuningan

Graha Surya Inter Nusa

Jl. HR Rasuna Said Kav. X-O,

Kuningan

Jakarta 12950

Tel: (021) 527 2801

Fax: (021) 527 2806

Metro Pondok Indah I

Jl. Metro Duta Niaga,

Pondok Indah Plaza I

Blok II UA Kav. 67-69

Jakarta 12310

Tel: (021) 750 3541, 750 3543

Fax: (021) 751 3915

Cipulir

Jl. Cipulir Raya No. 17

Jakarta Selatan

Tel: (021) 734 3344

Fax: (021) 734 3355

ITC Fatmawati

Ruko ITC Fatmawati No. 10

Jakarta Selatan

Tel: (021) 7279 3900

Fax: (021) 7279 8300

RPX Center (FEDEX)

Jl. Ciputat Raya Kav. 99

Jakarta Selatan

Tel: (021) 7590 9101

Fax: (021) 7590 9102

Setia Budi Building II

Setia Budi Building II, Ground Floor,

JI. HR Rasuna Said Kav.62, Kuningan,

Jakarta Selatan

Tel: (021) 252 3236

Fax: (021) 252 2376

Veteran

JI. RC. Veteran No. 11-E, Bintaro,

Jakarta Selatan

Tel: (021) 735 4423

Fax: (021) 735 5641

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

286

Kemang 2

JI. Kemang Raya No. 47-D

Jakarta Selatan

Tel: (021) 719 9812, 719 9837

Fax: (021) 719 9732

Ambasador

Ruko Mall Ambasador No. R-5

Jl. Sartio RT 08/03

Jakarta Selatan

Tel: (021) 5793 1047, 5793 1048, 5793 1049

Fax: (021) 5793 1046

Sucofindo

Graha Sucofindo, Lt. 1

Jl. Raya Ps. Minggu Kav. 34,

Jakarta Selatan

Tel: (021) 7918 8303, 7918 8305

Fax: (021) 7918 8307

Permata Hijau

Jl. Arteri Permata Hijau, Grogol Utara,

Keb. Lama, Ruko Grand Permata Hijau

– Emerald No. 18

Jakarta Selatan

Tel: (021) 5366 3250, 5366 3714, 5366 3719

Fax: (021) 5366 3251

Arcadia

Perkantoran Hijau Arcadia,

Tower E, Ground Floor

Jl. TB. Simatupang Kav. 88,

Jakarta Selatan

Tel: (021) 7883 7660

Fax: (021) 7883 7721

Coffee Banking

Wisma Metropolitan I, Ground Floor

Jl. Jend Sudirman Kav. 29-31

Jakarta Selatan

Tel: (021) 5261 069

PI Mall 2

Mall Pondok Indah 2

Ground Floor Unit No. G33D

Jl. Metro Pondok Indah

Jakarta Selatan

Bidakara

Manara Bidakara, Jl. Gatot Subroto Kav. 71-73,

Lobby Bidakara

Jakarta Selatan

JAKARTA BARAT

Kota

Jl. Roa Malaka Selatan No.3-5,

Kota Jakarta 11230

Tel: (021) 260 0260, 260 0266

Fax: (021) 260 0258

Tomang

Jl. Tomang Raya No.25

Jakarta 11440

Tel: (021) 566 0904

Fax: (021) 566 8276

Jakarta Design Center

Gedung Jakarta Design Center

Jl. Gatot Subroto Kav. 53

Jakarta 10260

Tel: (021) 549 5131, 549 5134

Fax: (021) 549 5135

Puri Indah Mall

Puri Indah Mall (Pintu Timur)

Ruko Puri Indah Blok A No. 9

Jl. Puri Agung, Puri Indah

Kembangan

Jakarta Barat

Tel: (021) 5822 639, 5822 640

Fax: (021) 5822 776

Kebon Jeruk

Taman Aries Blok H-1 No.15-16,

Meruya Utara, Kebon Jeruk

Jakarta Barat

Tel: (021) 586 5122

Fax: (021) 586 5127

Pasar Puri

Ruko Pasar Puri Blok A No. 9

Jakarta Barat

Tel: (021) 5830 4751

Fax: (021) 5803 359

Mangga Dua

Ruko Mall Mangga Dua No. 11

Jakarta Barat

Tel: (021) 6230 3837

Fax: (021) 6230 3845

Tanjung Duren

Ruko Tanjung Duren Raya No. 84 B

Jakarta Barat

Tel: (021) 5694 0094

Fax: (021) 5694 0096

Green Garden

Green Garden, Ruko Green Garden Blok I -9/19

Jakarta Barat

Tel: (021) 581 0331, 581 0416

Fax: (021) 5830 3638

Roxy

Jl. KH. Hasyim Ashari Roxy Mas

Blok D3, No 15

Jakarta Barat

Tel: (021) 633 9484, 633 9477, 633 9641

Fax: (021) 633 9483

Taman Palem

Taman Palem, Ruko Taman Palem Blok D1,

No. 2, Jakarta Barat

Tel: (021) 5596 2942, 5596 2949

Fax: (021) 5596 2949

Joglo

Apartemen Permata

Eksekutif Lobby Lt. 1, Tower II,

Jl. Pos Pengumben Raya

Jakarta Barat 11550

Mall Taman Anggrek

Ground Level, Ruang C1

Jl. S Parman Kav. 21

Jakarta Barat

Tel: (021) 5699 9195

Fax: (021) 5699 9196

Citra Garden

Komp. Citra II Niaga

Ruko Citra II Blok B/8

Jl. Utan Jati Blok H3, Kalideres

Jakarta Barat

Tel: (021) 5441 445

Fax: (021) 5441 466

JAKARTA UTARA

Kelapa Gading

Jl. Boulevard Raya LB 3 No. 34-36

Kelapa Gading

Jakarta 14240

Tel: (021) 450 0195, 450 0196

Fax: (021) 450 2365

Mega Mall Pluit

Mega Mall Pluit Ruko No R51, JI. Pluit Raya,

Jakarta Utara

Tel: (021) 6667 0399, 6667 0395

Fax: (021) 6667 0396

Sunter Mall

Jl. Danau Sunter Utara BI G7

Kav.11

Jakarta Utara

Tel: (021) 640 7418

Fax: (021) 651 9541

Kelapa Gading II

KCP Kelapa Gading II, Jl. Raya Barat,

Boulevard Blok LC 8 No. 6, Kelapa Gading

Jakarta Utara

Tel: (021) 4585 3533, 452 5674, 452 5686,

453 3239

Fax: (021) 452 5686

Kapuk

Pantai Indah Kapuk, Ruko Mediterania Tahap II

Blok K BK, Pluit

Jakarta Utara

Tel: (021) 588 4094

JAKARTA TIMUR

Kalimalang

Jl. Tarum Barat Blok Q No. 2, Kalimalang

Jakarta Timur

Tel: (021) 864 9361, 864 9364

Fax: (021) 865 6029

Jatinegara

Jl. Jatinegara Timur No 84

Jakarta 13300

Tel: (021) 8590 8405

Fax: (021) 8590 8406

Gedung Pratama

Jl. Pemuda No. 296, Rawamangun

Jakarta Timur

Tel: (021) 470 7067

Fax: (021) 470 6360

Cijantung

JI. Pendidikan I, Cijantung,

Jakarta Timur

Tel: (021) 8778 1110, 8778 1112

Fax: (021) 8778 1115

Jayabaya

Kampus Jayabaya, Jl. Pulomas Selatan,

Kav. 23, Jakarta Timur

Tel: (021) 470 0884, 470 0886, 470 0887

Fax: (021) 470 0886

DIRECTORY OF BANK NIAGA BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

287

JAWA BARAT

BANDUNG

Center Bandung Lembong

Lembong

Jl. Lembong No. 7

Bandung

Tel: (022) 423 3360

Fax: (022) 423 9158

Dago

Jl. Ir. H. Juanda No. 46,

Dago, Bandung

Tel: (022) 424 1511

Fax: (022) 420 9743

Buah Batu

Jl. Buah Batu No. 143

Bandung

Tel: (022) 730 5703

Fax: (022) 730 5701

Riau

Jl. RE Martadinata No. 134

Bandung

Tel: (022) 424 1852

Fax: (022) 424 1855

ITB

Jl. Ganesha No. 10, Kampus ITB

Bandung

Tel: (022) 253 4152, 253 4149

Fax: (022) 253 4154

Univ. Bandung Raya (UNBAR)

Jl. Ph Hasan Mustafa No. 25

Bandung

Tel: (022) 710 3912

Fax: (022) 721 5919

Pasir Koja

Jl. Terusan Pasir Koja No. 245/193A

Bandung

Tel: (022) 604 6641, 604 6642

Fax: (022) 604 6641

Cimahi

Jl. Raya Cibabat No. 310, Cimahi,

Bandung

Tel: (022) 663 4801, 663 4803

Fax: (022) 663 4804

Sukajadi

Jl. Sukajadi No. 184

Bandung

Tel: (022) 203 4412

Fax: (022) 203 8061

Cihampelas

Jl. Cihampelas No. 155

Bandung

Tel: (022) 204 2715

Fax: (022) 204 0466

Pasar Baru

Pusat Perbelanjaan Pasar Baru, Lantai 2,

Unit Kios D2-03,

Jl. Otto Iskandardinata No. 70

Bandung

Tel: (022) 424 5002, 424 5004

Fax: (022) 424 5001

Sentrasari

Jl. Dr. Sutami No. 14, Ruko Sentrasari Mall

Blok II No. 14

Bandung

Tel: (022) 200 1437, 200 1438, 200 1163

Fax: (022) 200 1522

MTC

Metro Trade Centre,

Jl. Soekarno Hatta Blok C-20

Bandung

Tel: (022) 753 6453

Fax: (022) 753 6253

CIREBON

Cirebon

Jl. Siliwangi No. 110

Cirebon

Tel: (0231) 206 981

Fax: (0231) 208 036

Tegalwangi

Jl. Raya Tegalwangi No. 19

Cirebon

Tel: (0231) 323 500, 323 600, 325 466, 325 471

Fax: (0231) 323 400

Yos Sudarso

Jl. Yos Sudarso No. 15 D,E,F

Cirebon

Tel: (0231) 223 437, 223 439

Fax: (0231) 223 462, 223 464

TASIKMALAYA

Tasikmalaya

JI. Sutisna Senjaya No. 77, Tasikmalaya,

Jawa barat

Tel: (0265) 323 100

Fax: (0265) 324 714

BOGOR

Pajajaran

Jl. Pajajaran No. 33

Bogor

Tel: (0251) 313 456

Fax: (0251) 320 845

Bogor Indah Plaza

Jl. Raya Baru, Kedung Badak

Bogor

Tel: (0251) 351 804, 351 807

Fax: (0251) 351 812

Citra Grand Cibubur

Citra Grand Cibubur Blok R1/06,

Bogor

Tel: (0251) 8459 8592, 8459 8594

Fax: (0251) 8459 8616

Tajur

Ruko V Point, Jl. Pajajaran No. 1,

Bogor

BEKASI

Bekasi

Ahmad Yani

Jl. A Yani Blok A8 No. 15

Bekasi

Tel: (021) 8885 2401, 8885 2403

Fax: (021) 8885 2386

Samsung Electronic Indonesia

Jl. Jababeka Raya Blok F 29-33

Cikarang

Bekasi

Tel: (021) 898 7114

Fax: (021) 893 4273

Lippo Cikarang

Ruko Menteng, Blok C No. 1

Jl. MH Thamrin, Lippo Cikarang

Bekasi

Tel: (021) 8990 2676

Fax: (021) 8990 2668

Pondok Gede

Ruko Pondok Gede Baru

Blok H No. 9

Bekasi

Tel: (021) 8499 5266, 8499 5299, 8499 5135

Fax: (021) 8499 5250

Cikarang

Ruko Capitol Business Park,

Tipe Sudut Blok 2A, Jababeka

Cikarang

Tel: (021) 8983 5892, 8983 5896

Fax: (021) 8983 5890

DEPOK

Depok

Jl. Margonda Raya 192

Depok

Tel: (021) 7721 2080, 7721 2082

Fax: (021) 7721 2085

Cinere

Jl. Cinere Raya Blok A

No. 12A & 14

Cinere, Depok

Tel: (021) 753 3977, 753 3980

Fax: (021) 753 3979

SUKABUMI

Sukabumi

Jl. RE Martadinata No 56

Sukabumi

Tel: (0266) 242 932

Fax: (0266) 222 050

CIANJUR

Cianjur

Jl. Dr. Muardi No. 117

Cianjur

Tel: (0263) 269 618, 269 621

Fax: (0263) 263 613

DIRECTORY OF BANK NIAGA BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

288

BANTEN

CILEGON

Cilegon

Wisma Permata (Krakatau Steel)

Jl. KH Yasin Beji No. 2

Simpang Tiga

Cilegon

Tel: (0254) 383 550

Fax: (0254) 383 551

Cilegon 2

Jl. A. Yani No. 135G

Cilegon

Banten

Tel: (0254) 399 940

Fax: (0254) 399 919

TANGERANG

Bintaro Jaya

JI. Cut Mutia II Bintaro Jaya Sektor VII,

Tangerang

Tel: (021) 745 0539, 7455 2223

Fax: (021) 745 2024

Daan Mogot

Jl. Daan Mogot No. 58

Tangerang 15111

Tel: (021) 552 2830

Fax: (021) 552 1064

BSD Serpong

Bumi Serpong Damai

Sektor IV Ext. Blok RE No. 51

Tangerang

Tel: (021) 537 9280

Fax: (021) 537 9240

Pamulang

Pamulang Permai I

Blok SH 18 No.10

Pamulang

Tangerang

Tel: (021) 742 0066, 742 0480

Fax: (021) 742 0056

LG Electronic

Jl. Tabri, Desa Cirarab, Bitung

Tangerang

Tel: (021) 597 9745, 597 9746

Fax: (021) 597 9747

Cengkareng

Gedung JPT, Cargo Area, Bandar Udara

Internasional, Sukarno-Hatta, Cengkareng,

Tangerang

Tel: (021) 5591 5074

Fax: (021) 5591 5075

Karawaci

Supermall Karawaci, Lippo Karawaci 1200

Tangerang 15811

Tel: (021) 5421 1990, 5421 2025, 5421 2026

Fax: (021) 5421 1991

Bandara

Bandara Soekarno Hatta

Terminal E, Keberangkatan EOD 68,

Cengkareng

Tangerang

Tel: (021) 559 4384

Fax: (021) 559 4385

BSD

Ruko ITC BSD No 26

Jl. Pahlawan Seribu

Tangerang

JAWA TENGAH

SEMARANG

Semarang Pemuda

Pemuda

Jl. Pemuda No. 21B

Semarang

Tel: (024) 351 5240

Fax: (024) 354 2421

A Yani

Jl. A. Yani No. 136 A

Semarang

Tel: (024) 831 9715

Fax: (024) 831 0892

Banyumanik

Mal Harmoni, Jl. Sukun Raya

No. 68, Blok A-5 Banyumanik

Semarang

Tel: (024) 747 8766

Fax: (024) 747 8770

Majapahit

Jl. Majapahit 218C

Semarang

Tel: (024) 673 3216

Fax: (024) 673 3122

Jurnatan

Jl. H.A. Salim No. 49, Jurnatan

Semarang

Tel: (024) 358 4147, 358 4149

Fax: (024) 358 4150

SOLO

Slamet Riyadi

Jl. Slamet Riyadi No. 8

Solo

Tel: (0271) 647 955

Fax: (0271) 647 391

Manahan

Jl. L.U. Adisutjipto No. 28,

Manahan

Solo

Tel: (0271) 712 555

Fax: (0271) 711 565

Pasar Legi

Jl. S Parman No. 79

Solo

Tel: (0271) 642 370, 642 371

Fax: (0271) 642 371

SALATIGA

Salatiga

Komp. Ruko Tamansari Shopping Center

No. 7 & 8, Jl. Jend Sudirman

Salatiga

Tel: (0298) 329 455, 329 458

Fax: (0298) 329 457

KUDUS

Center A. Yani Kudus

Jl. A. Yani No. 31

Kudus

Tel: (0291) 432 323, 432 325

Fax: (0291) 432 326

MAGELANG

Center Magelang

Jl. Tidar No. 16

Magelang

Tel: (0293) 364 391, 364 160

Fax: (0293) 364 121

PURWOREJO

Purworejo

Jl. Ahmad Yani No. 2

Purworejo

Tel: (0275) 324 444

Fax: (0275) 323 179

TEMANGGUNG

Temanggung

JI. Jend. Sudirman 45, Temanggung

Tel: (0293) 491 213

Fax: (0293) 491 213

KLATEN

Klaten

Jl. Pemuda No. 234

Klaten

Tel: (0272) 324 968, 327 908

Fax: (0272) 327 907

TEGAL

Center Tegal

JI. Jend. Sudirman No. 2

Tegal 52113

Tel: (0283) 343 800, 343 801, 343 805

Fax: (0283) 343 814

PURWOKERTO

Center Purwokerto

Jl. Jend Sudirman, No. 417

Purwokerto

Provinsi Jawa Tengah

Tel: (0281) 642 660

Fax: (0281) 642 651/ 642 652

YOGYAKARTA

Center Sudirman

Jl. Jend. Sudirman No. 13

Yogyakarta

Tel: (0274) 565 338

Fax: (0274) 565 095

Katamso

Garuda, Jl. Brigjen Katamso No. 118

Yogyakarta

Tel: (0274) 373 800

Fax: (0274) 410 065

DIRECTORY OF BANK NIAGA BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

289

Cik Ditiro

Jl. Cik Ditiro No. 7

Yogyakarta

Tel: (0274) 563 230, 565 925

Fax: (0274) 584 440

Banyuraden

Ruko Banyuraden No. 7

Jl. Godean Km. 5,5

Yogyakarta

Tel: (0274) 621 779

Fax: (0274) 621 779

Gejayan

JI. Gejayan No 26A, Yogyakarta

Tel: (0274) 557 620

Fax: (0274) 557 621

JAWA TIMUR

SURABAYA

Center Darmo

Jl. Raya Darmo No. 26

Surabaya

Tel: (031) 568 3060, 568 3013

Fax: (031) 567 4354

Satelite

Kom. Darmo Park I Blk V/2,

May. Jen. Sungkono

Surabaya

Tel: (031) 567 8200, 566 9501

Fax: (031) 561 2951

Kota

Jl. Stasiun Kota No. 60 A-B

Surabaya

Tel: (031) 354 2081, 354 2085

Fax: (031) 354 1591

Center II Husada

Jl. Dharmahusada No. 142

Surabaya

Tel: (031) 594 9468

Fax: (031) 594 9480

Tunjungan

Jl. Tunjungan No. 47

Surabaya

Tel: (031) 534 3537, 534 3539

Fax: (031) 531 5430

Sudirman

Jl. P. Sudirman No. 59-61

Surabaya

Tel: (031) 532 0050,

Fax: (031) 532 5510

Center Jemur Andayani

Jl. Jemur Andayani No. 53-A

Surabaya

Tel: (031) 843 8093,843 2125, 843 4194

Fax: (031) 843 4669

Perak

Jl. Perak Barat No. 145

Surabaya

Tel: (031) 357 7880, 357 7884

Fax: (031) 357 7885

RMI

Pertokoan Manyar Mega Indah,

Jl. Ngagel Jaya Selatan G-3

Surabaya

Tel: (031) 502 6660, 502 6661, 502 6662,

503 0282

Fax: (031) 503 0281

Rungkut

Jl. Rungkut Madya No. 57

Surabaya

Tel: (031) 870 4648, 871 1079, 871 1004,

871 1106

Fax: (031) 871 1120

Petra

Jl. Siwalankerto, Kampus UK Petra

Surabaya

Tel: (031) 843 9040, 849 4830, 849 4831

Fax: (031) 843 6418

Kertajaya

Jl. Raya Kertajaya No. 133-134 A

Surabaya

Tel: (031) 504 9086, 504 9072

Fax: (031) 504 9087

Mulyosari

Jl. Raya Mulyosari No. 166

Surabaya

Tel: (031) 593 4815, 594 1826, 594 7598

Fax: (031) 594 5092

Graha Pena

Gedung Graha Pena

Jl. A Yani No. 88

Surabaya

Tel: (031) 829 9371, 829 9372

STIE Perbanas

Jl. Nginden Semolo 34-36

Surabaya

Tel: (031) 599 7831, 592 4759

Fax: (031) 599 7831

UNAIR

Kampus UNAIR

Jl. Prof. Moestopo No. 47

Surabaya

Tel: (031) 504 2647, 504 4646, 501 7320

Fax: (031) 504 2647

Pasar Atum

Pusat Perbelanjaan Pasar Atum,

Lantai 1 No. 67, JI. Bunguran No. 45,

Surabaya

Tel: (031) 357 3672

Fax: (031) 357 3743

Rrich Palace

Jl. Mayjen Sungkono, No. 151,

Ruko Rich Palace

Blok R-22

Surabaya

Tel: (031) 568 8044, 568 7754, 568 7834,

568 7924, 568 7945

Fax: (031) 568 7649

Pakuwon Trade Center

Komplek Pertokoan Super Mall Lt. 2 Blok T1

No. 12

Surabaya

Tel: (031) 739 0562, 739 0564, 739 0584,

739 0603, 739 0604

Fax: (031) 739 0561

Jemursari

Jl. Jemursari No. 161

Surabaya

Tel: (031) 847 6249, 847 8380

Fax: (031) 847 8386

Galaxy

Mega Galaxy, Jl. Kertajaya Indah Timur 16-B/6

Surabaya

Tel: (031) 596 8266, 596 8288

Fax: (031) 596 8237

Unair

Kampus C Unair, Jl. Mulyorejo

Surabaya

Tel: (031) 591 5059

Fax: (031) 591 5056

Kembang Jepun

Jl. Kembang Jepun No. 129

Surabaya

Tel: (031) 532 0050

Fax: (031) 532 0510

Kapas

Jl. Kapas Krampung No. 71-A

Surabaya

Tel: (031) 6000 9212, 6000 9213, 6000 9215

Fax: (031) 6000 9216

MALANG

Malang

Jl. Basuki Rakhmat No. 26-28

Malang

Tel: (0341) 363 100

Fax: (0341) 327 616

Galunggung

Jl. Galunggung No. 58

Malang

Tel: (0341) 581 505

Fax: (0341) 581 506

A. Yani

Jl. A. Yani No. 18-E

Malang

Tel: (0341) 411 891

Fax: (0341) 411 890

MATOS

Malang Town Square (Matos)

Unit GE-2 No. 11, Jl. Veteran No. 2

Malang

Tel: (0341) 586 011

Fax: (0341) 559 145

RSSA

Rumah Sakit Dr. Saiful Anwar (RSAA)

Jl. Jaksa Agung Suprapto No. 2,

Malang

Tel: (0341) 359 960

Fax: (0341) 359 960

DIRECTORY OF BANK NIAGA BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

290

Soekarno Hatta

Ruko Soekarno Hatta,

Jl. Sukarno Hatta No. 2-2A,

Malang

Tel: (0341) 404 411

Fax: (0341) 404 410

SIDOARJO

Sidoarjo

Jl. A. Yani No. 15-A

Sidoarjo

Tel: (031) 896 1157, 896 1159

Fax: (031) 896 1327

Gateway Waru

Ruko Gateway B-9 Sawotratap

Jl. Suparman Waru

Sidoarjo 61256

Tel: (031) 854 2908

Fax: (031) 855 4102

GRESIK

Gresik

Jl. Dr. Sutomo No. 32

Gresik, Surabaya

Tel: (031) 398 2103, 398 3995, 398 2114

Fax: (031) 398 2605

JEMBER

Jember

Jl. Gajah Mada No. 74

Jember

Tel: (0331) 487 311

Fax: (0331) 484 264

KEDIRI

Kediri

Jl. Diponegoro No. 16, Kediri,

Propinsi Jawa Timur

Tel: (0354) 671 777

Fax: (0354) 683 995, 671 777

BALI

BADUNG

Denpasar

Jl. Melati No. 29

Denpasar

Tel: (0361) 232 929

Fax: (0361) 263 510

Gatot Subroto

Jl. Gatot Subroto No. 777 X

Denpasar

Tel: (0361) 428 585

Fax: (0361) 415 844

Sriwijaya

Komplek Pertokoan Sriwijaya, A-8

Kuta – Bali

Tel: (0361) 765 175

Fax: (0361) 759 749

Jimbaran

Jl. Kembar Kampus Unud No. 1, Jimbaran,

Badung, Denpasar

Tel: (0361) 742 1658

Fax: (0361) 704 271

Teuku Umar

Rukan Telkom

Jl. Teuku Umar No. 4-5

Denpasar

Tel: (0361) 236 779

Fax: (0361) 236 950, 236 884

GIANYAR

Ubud

Jl. Wanara Wana No. 9A

(Monkey Forest)

Ubud

Kabupaten Gianyar

Tel: (0361) 972 339

Fax: (0361) 972 340

IRIAN JAYA (PAPUA)

MIMIKA

Center Kuala Kencana

Suite 103, Kuala Kencana Center

Mimika, Papua 99920

Tel: (0901) 301 234

Fax: (0901) 301 233

Tembaga Pura I

Single Shoping, Mile 68

Tembagapura, Papua 99930

Tel: (0901) 351 234, 351 235, 351 286

Fax: (0901) 351 233

Tembaga Pura II

Family Shoping Center, Mile 68

Tembagapura, Papua 99930

Tel: (0901) 352 333

Fax: (0901) 352 352

Ridge Camp

Ridge Camp Mile Post 72

Tembagapura

Papua 99930

Tel: (0901) 412 867

Yos Sudarso

Jl. Yos Sudarso No. 19A, Timika, Mimika,

Papua 99910

Tel: (0901) 323 684, 323 685, 323 686, 323 688

Fax: (0901) 323 684

SUMATERA UTARA

KOTA MADYA MEDAN

Center Bukit Barisan

Jl. Pos (d/h Bukit Barisan) No. 07

Medan 20111

Tel: (061) 415 5445, 451 2256

Fax: (061) 453 0142

Gajah Mada

Jl.Gajah Mada No.11

Medan 20153

Tel: (061) 415 1100

Fax: (061) 452 4664

Thamrin Plaza

Jl. Thamrin No. 75-R

Medan

Tel: (061) 735 1135

Fax: (061) 735 7232

Juanda

Jl. Ir. H Juanda No. 20 I

Medan

Tel: (061) 452 8550

Fax: (061) 452 8551

KIM

Kawasan Industri Medan

Jl. Sumatera No. 7

Medan

Tel: (061) 684 0080

Fax: (061) 685 0090

Medan Mall

Medan Mall, Jl. Puat Pasar No. 10A, Medan

Tel: (061) 452 8877

Fax: (061) 452 4244

Aksara

Jl. Aksara No. 56

Medan

Tel: (061) 733 0707

Fax: (061) 735 4807

Petisah

Jl. Gatot Subroto No. 79

Medan

Tel: (061) 455 3344

Fax: (061) 455 2244

Glugur

Glugur, Jl. Kom Yos Sudarso

No 14A/49A

Medan

Tel: (061) 663 4231

Fax: (061) 661 9566

BINJAI

Binjai

KCP Binjai, Jl. Jend. Sudirman No. 292 – 294

Binjai

Tel: (061) 882 0001

Fax: (061) 882 0002

SUMATERA SELATAN

PALEMBANG

Center Palembang

Jl. Jend. Sudirman

No. 132 B, Palembang

Sumatera Selatan

Tel: (0711) 377 770, 377 778

Fax: (0711) 377 755

LAMPUNG

Center Lampung

Jl. Laks. Malahayati No. 34-40

Lampung

Tel: (0721) 489 630, 489 631, 485 773

Fax: (0721) 483 296

Raden Intan

Jl. Raden Intan No. 140 A

Bandar Lampung

Tel: (0721) 259 877

Fax: (0721) 259 787

DIRECTORY OF BANK NIAGA BRANCHES

bumiputra-commerce holdings berhad (50841-W)

(Formerly known as Commerce Asset-Holding Berhad)

291

KEPULAUAN RIAU

BATAM

Center Batam

Jl. Laksamana Bintan,

Komp. Executive Center

Blok I No. 1 ABC, Sei Panas

Batam

Tel: (0778) 426 777

Fax: (0778) 454 373

Nagoya

Komp. Nagoya Business Center Blok 6/26,

Nagoya

Batam

Tel: (0778) 432 832

Fax: (0778) 432 834

Hang Kesturi

Jl. Hang Kesturi KM IV

Kabil Indonusa Estate

Batam

Top 100

Kompleks Pertokoan Plaza TOP 100 Penuin,

Blok A No. 11

Batam

RIAU

PEKANBARU

Pekanbaru

Jl. Jend Sudirman Bo.255 CD

Pekanbaru

Tel: (0761) 298 68, 295 65

Fax: (0761) 298 38

Duri

Jl. Hangtuah No.410, Duri

Pekanbaru

Tel: (0765) 594 760, 591 643,

Fax: (0765) 594 750

Nangka

Jl. Nangka/Tuanku Tambusai, Komp. Taman

Mella Blok B No. 7, Pekanbaru

Tel: (0761) 572 028

Fax: (0761) 572 023

KALIMANTAN TIMUR

BALIKPAPAN

Center Balikpapan

Kompleks Ruko Bandar Balikpapan

Blok C12A & C14

Jl. Jend. Sudirman, Klandasan Ulu

Balikpapan

Tel: (0542) 739 200

Fax: (0542) 739 201

Mall Fantasy

Mall Fantasi Balikpapan Baru

Tel: (0542) 875 609

Fax: (0542) 876 475

SULAWESI SELATAN

MAKASSAR

Center Makassar

Jl. Ahmad Yani No. 33

Makassar

Tel: (0411) 318 718, 310 741, 310 742

Fax: (0411) 317 049

Panakkukang

Jl. Raya Boulevard Ruko Rubby

No. 2, Panakkukang

Makassar

Tel: (0411) 456 284, 456 285

Fax: (0411) 456 286

Kakatua

Jl. Kakatua No. 150

Makasar

Tel: (0411) 811 338, 871 891

Fax: (0411) 811 0338

Losari

KCP Losari

Jl. Penghibur No. 62

Makassar

Tel: (0411) 321 903

Fax: (0411) 321 925

SULAWESI UTARA

MANADO

Center Manado

Jl. Sam Ratulangi No. 205, Manado

Sulawesi Utara

Tel: (0431) 863 100, 844 008

Fax: (0431) 860 400

Sisingamangaraja

KCP Sisingamangaraja

Jl. Sisingamangaraja No. 34 Calaca

Manado

Tel: (0431) 878 524

Fax: (0431) 878 527

OVERSEAS BRANCHES

CAYMAN ISLANDS

Cayman Island

PO BOX 1784 GT

Elizabethan Square, Phase III, 3rd Floor,

Grand Islands, BWI

Tel: 1 345 945 2003

Fax: 1 345 945 2004

SYARIAH BUSINESS UNIT

PROPINSI DKI JAKARTA

JAKARTA SELATAN

Syariah Victoria

Lobby Gedung Victoria, Jl. Hasanudin

No. 47 – 51

Kebayoran Baru

Jakarta Selatan

Tel: (021) 726 8050, 726 8051

Fax: (021) 725 5557

Syariah Graha Niaga

Graha Niaga, Jl. Jend. Sudirman Kav. 58

Jakarta Selatan

Tel: (021) 250 6634

Fax: (021) 250 6635

Syariah Metro Pn. Indah I

Metro Pondok Indah I

Pondok Indah Plaza I

Blok II UA Kav. 67 - 69

Jakarta Selatan

Syariah Supromo

Jl. Prof. Dr. Supomo

SH No. 15A, Tebet

Jakarta Selatan

Tel: (021) 830 1774, 830 1775

Fax: (021) 8378 3849

JAKARTA PUSAT

Syariah Cikini

Jl. Cikini Raya No. 71A

Jakarta Pusat

Tel: (021) 390 4875, 314 3205

Fax: (021) 390 8781

PROPINSI BANTEN

TANGERANG

Syariah Bintaro

Griya Niaga I Bintaro

Jl. Wahid Hasyim Blok B 4/3

Bintaro Jaya Sektor VII

Pusat Kawasan Niaga Terpadu

PROPINSI JAWA TIMUR

DARMO

Syariah Darmo

Jl. Darmo No. 75

Surabaya

Tel: (031) 566 2900

Fax: (031) 566 9377

DIRECTORY OF BANK NIAGA BRANCHES

Proxy Form

Bumiputra-Commerce Holdings Berhad

(Formerly known as Commerce Asset-Holding Berhad)

(Incorporated in Malaysia)

(50841

CDS Account No.

Number of Shares

I/We

(name of shareholder as per NRIC, in capital letters)

IC No./ID No./Company No.

(new) (old) of

(full address) being a member(s) of the abovenamed Company, hereby appoint (name of

proxy as per NRIC, in capital letters) IC No.

(new) (old) of

(full address) or failing him/her (name of proxy per NRIC, in

capital letters) IC No.

(new) (old) of

(full address) failing him/her the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Forty Ninth

Annual General Meeting of the Company to be held at the Banquet Hall, Kuala Lumpur Convention Centre, Kuala Lumpur City Centre,

Kuala Lumpur on Thursday, 27

April 2006 at 9.30 a.m. and at each and every adjournment thereof.

My/our proxy is to vote as indicated below .

RESOLUTIONS FOR AGAINST

As Ordinary Business

1. Receipt of Audited Financial Statements and Reports Resolution 1

2. Declaration of Dividends Resolution 2

3. Re-Appointment of Director

Tan Sri Dato’ Mohd Desa Pachi Resolution 3

Re-Election of Directors

4. Tan Sri Datuk Asmat Kamaludin Resolution 4

5. Dato’ Mohd Salleh Mahmud Resolution 5

6. Dato’ Anwar Aji Resolution 6

7. En Mohd Shukri Hussin Resolution 7

8. Dato’ Mohamed Nazir Razak Resolution 8

9. Payment of Directors Fees Resolution 9

10. Re-Appointment of Auditors Resolution 10

As Special Business

11. Proposed renewal of the authority for the issue of Resolution 11

new ordinary shares

12. Proposed renewal of authority to purchase own ordinary shares Resolution 12

(Please indicate with an “X” in the spaces provided how you wish your vote to be cast. If you do not do so, the proxy will

vote or abstain from voting at his discretion.)

Signature/Common Seal Date:

Notes:

1. A member of the company entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and vote instead of him.

2. A proxy may but need not be a member of the Company and the provisions of Section 149(1) of the Companies Act, 1965 shall apply to the Company.

3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be

represented by each proxy.

4. If the appointer is a corporation, the proxy form must be executed either under seal or under the hand of its attorney.

5. For a proxy to be valid, all proxy forms should be deposited at the Registrar’s Office, Tenaga Koperat Sdn Bhd, 20

Floor, Plaza Permata, Jalan Kampar,

Off Jalan Tun Razak 50400 Kuala Lumpur not less than forty-eight hours before the time for holding the meeting or any adjournment thereof.

6. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate.

fold here

AFFIX

STAMP

The Share Registrars

TENAGA KOPERAT SDN. BHD. (118401-V)

20th Floor, Plaza Permata

Jalan Kampar, Off Jalan Tun Razak

50400 Kuala Lumpur

Bumiputra-Commerce Holdings Berhad (50841

(Formerly known as Commerce Asset-Holding Berhad)

12th Floor, Commerce Square

Jalan Semantan, Damansara Heights

50490 Kuala Lumpur

Tel: (03) 2093 5333

Fax: (03) 2093 3335