Contents :

1. INTRODUCTION

Malayan Banking Berhad ("Maybank") wishes to announce that Maybank had on February 25, 2002 entered into a Sales and Purchase of Shares Agreement ("SPA") with BIMB Holdings Berhad ("BHB") for the acquisition of 250,000 (5%) ordinary shares at a cash consideration of RM1.30 per share amounting to RM325,000 ("the Acquisition") in Islamic Banking and Finance Institute Malaysia Sdn Bhd ("IBFIM").

2. CONSIDERATION FOR THE ACQUISITION

The Share Sale consideration of RM1.30 per share was determined on a willing buyer and willing seller basis and based on the P.E multiple of 6-7 of the Earnings Capitalization method of calculation.

The total consideration will be paid by Maybank in cash upon completion of the above SPA from internally generated funds.

3. CONDITION PRECEDENT

The Acquisition is not subject to the approval of the shareholders of Maybank or any relevant authorities.


4. RATIONALE FOR THE PURCHASE

In line with the Financial Sector Master Plan, the Finance Ministry has set up IBFIM, which would take on the role as a one- stop training centre for islamic banking and finance research, training, consultancy, advisory,seminar, courses and conferences.

The acquisition by Maybank is in support of the initiative in the Financial Sector Master Plan to establish an industry owned training institute for the development of the islamic banking and financial services.

5. BACKGROUND INFORMATION

MAYBANK

Maybank was incorporated in Malaysia on May 31, 1960 and as at June 30, 2001, Maybank has an authorised share capital of RM4 billion and an issued and paid-up share capital of RM2.35 billion, with a Group shareholders' funds of RM10.4 billion and total assets of RM140.90 billion.

Maybank is principally engaged in commercial banking business whilst its subsidiary companies are engaged in merchant banking, finance, leasing, hire-purchase, general and life insurance, discount house business, factoring, stockbroking, venture capital, trustee, nominee services, property trust, unit trust and futures broking.


IBFIM

IBFIM was incorporated in Malaysia on April 13, 1995 and has an authorised, issued and paid-up share capital of RM5 million, with a Group shareholders' funds of RM5.48 million and total assets of RM6.9 million.

IBFIM is principally involved in the provision of training, consultancy,research and development and academic services whilst its only subsidiary company is the operator of a private institution of higher learning.

6. FINANCIAL EFFECTS

6.1 Share Capital and Substantial Shareholders' Shareholdings

The Acquisition will have no material effect on the share capital and substantial shareholders of Maybank.

6.2 Earnings and Net Tangible Assets

The Acquisition will not have any material impact on Maybank's net tangible assets and earnings per share for the financial year ending June 30, 2002.

7. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

The following substantial shareholders of Maybank are deemed to have interest in the Acquisition by virtue of their being a substantial shareholder of BHB as follows:-


Substantial Shareholder Maybank(%) BHB(%)

• Permodalan Nasional Bhd 14.12 11.86
• Employees Provident Fund Board 9.02 5.41
• Skim Amanah Saham Bumiputra 32.87 5.33

Insofar as the Directors of Maybank are aware, save for YBhg Tan Sri Mohamed Basir Bin Ahmad, YBhg Dato' Mohd Hilmey Bin Mohd Taib and YBhg Datuk Abdul Rahman Bin Mohd Ramli, who are deemed interested by virtue of being Permodalan Nasional Bhd's representative on the Board of Maybank, none of the other Directors and substantial shareholders of Maybank and persons connected to them has any, direct or indirect interest in the Acquisition.

8. DIRECTORS OPINION

After due consideration of all aspects of the Acquisition, the Board of Directors of Maybank is of the opinion that the Acquisition is in the best interest of Maybank.

9. DOCUMENTS FOR INSPECTION

The SPA is available for inspection at its Registered Office, 14th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur, during normal business hours from Monday to Friday (except for public holidays) for a period of three (3) months from the date of this announcement.