Acquisition of Bank of Commerce

in the Philippines

8 May 2012

Agenda

1. Summary

2. Philippines Economy and Banking Sector

3. Overview of BoC

4. Details of Acquisition

5. Effects of Acquisition

6. Business Plan

7. Timeline

8. Final Remarks

SUMMARY

4

Summary

60% of Bank of Commerce (“BoC”) from the San Miguel Corporation (“SMC”) Group and others for

PHP12.2 bil (RM881 mil), equivalent to 1.14x P/BV as at 31 Dec 2011. Post alignment with CIMB’s

accounting and provisioning policies, P/BV could increase to about 1.30x

SMC Retirement Plan retains 27% stake

CIMB signs Collaboration Agreement with SMC for banking referrals into SMC eco-system

BoC ranks 16th in term of total assets among 38 universal and commercial banks in the Philippines

Philippines has been the “missing link” in CIMB Group’s ASEAN footprint

“Option” on probable “take-off” of Philippines economy

BoC has been in “clean-up” mode so it is under-leveraged with high growth potential

SMC is a strong partner with impressive range of businesses and network of business partners

BoC will leverage on CIMB Group’s management capabilities and ASEAN platform and network

PHILIPPINES ECONOMY AND BANKING SECTOR

6

5th Largest Economy and 2nd Largest by Population in ASEAN

Indonesia Thailand Malaysia Singapore Philippines Vietnam Myanmar Brunei Cambodia Laos

Population

(mil)240.5 64.3 28.7 5.3 95.8 89.3 62.4 0.4 14.4 6.6

Nominal GDP

(USD ‘bil)

CIMB’s

presenceUB

presence

UB

presence

UB

presence

UB

presence

No

presence

IB

presence

Rep

office

IB

presence

CB

presence

WIP

834.3

339.4

266.5 247.6216.1

121.6

50.215.6 13.2 7.9

Indonesia Thailand Singapore Malaysia Philippines Vietnam Myanmar Brunei Cambodia Laos

Note: Data as at 2011

Source: IMF statistics

7

Growing Optimism

The Philippines has the potential to

become one of the top 10

countries that can greatly

contribute to global growth within

the decade

Goldman Sachs, 2012

There is a clear market consensus

emerging that Aquino's economic

program is on the right track, one

that could see an unprecedented

influx of capital to the Philippines

in 2012

Asia Times Online, 2012

Philippines’ recent performance

indicates that the country’s economy

has already stabilized since the global

financial crisis, with more robust and

less variable growth

World Bank, 2011

The near-term outlook for the

country is favourable, characterized

by moderating but still rapid growth

Praise the Aquino government for

starting “reforms to address long-

standing constraints to growth.”

IMF, 2011

8

Increasing Trade and Remittance Volume with ASEAN

8Source: Philippines National Statistical Office

Philippines-ASEAN Remittance

Philippines-ASEAN Trade

Philippines-

ASEAN Trade

(USD ‘bil)

% of Total

Philippines Trade

Within ASEAN, MIST are the largest trading

partners of the Philippines

Philippines-

ASEAN

Remittance

(USD ‘mil)

% of Total

Philippines

Remittance

SG and Malaysia are the top 2 ASEAN countries

sending remittance to the Philippines

21.2

22.8

20.0%

21.1%

2008 2011

Malaysia 16%

Indonesia 12%

Singapore43%

Thailand 23%

Others6%

620.5

944.73.8%

4.7%

2008 2011

Malaysia 13%

Indonesia 2%

Singapore84%

Thailand 1%

Others1%

9

Improved Corruption Perception and Overall Competitiveness

9Sources:

1) Transparency International

2) World Economic Forum - Competitiveness Index

Corruption perception and overall competitiveness of ASEAN countries

CountriesCorruption Index Ranking Overall Competitiveness Index Ranking

2010 2011 2010 2011

Singapore 3 5 3 2

Malaysia 56 60 26 21

Thailand 78 80 38 39

Indonesia 110 100 44 46

Vietnam 116 112 59 65

Philippines 134 129 85 75

Laos 154 154 n.a n.a

Cambodia 154 164 109 97

Myanmar 176 180 n.a n.a

World Economic Forum ranked the Philippines as 75th in the world in its 2011-2012 Global Competitiveness

Report

In the area of Macroeconomic Environment under the same report, Philippines improved 14 places to 54th in

the world noting the country’s improved national savings, managed inflation, low interest rate

environment, lowering debt-to-GDP ratio, and credit ratings upgrade during the year

10

However Unemployment Rates and FDIs Remain An Issue

10

Unemployment (%) FDI from 2007 to 2010 (USD ‘bil)

3.2 3.33.7

3.33.2

3.0

9.1

8.4

7.9

7.1

6.6

6.3

2.1 2.2 3.0 2.2 2.12.3

1.4 1.4 1.31.1

1.4 1.3

7.27.5

7.4

7.4 7.5 7.3

4.6 4.7 4.64.4

4.1 4.1

2007 2008 2009 2010 2011 E 2012F

Malaysia Indonesia Singapore

Thailand Phillipines Vietnam

8.1

26.5

31.1

31.8

34.4

99.5

Phillipines

Malaysia

Thailand

Vietnam

Indonesia

Singapore

Source: BSP statistics

Consumer Loans Deposits Breakdown OFW remittances

Total Assets Net Loans1 Total Deposits

11

Philippines Banking Sector Has Yet To Take-Off

Notes:

1. Net Loans excludes interbank loans

2. Based on exchange rate of USD:PHP = 43.212

Source: BSP website

PHP ‘bil

CAGR 8.1%

2,5602,698

2,908

3,201

2008 2009 2010 Sep-11

CAGR 8.5%

PHP ‘bil

4,195

4,672

5,125 5,036

2008 2009 2010 Sep-11

PHP ‘bil

CAGR 6.9%

2008 2009 2010 Sep-11

Mortgage Credit Card Auto Others

363413

473518

CAGR 13.7% PHP ‘bil

16% 17% 18% 19%

35% 37% 38% 39%

26% 23% 23% 21%

23% 23% 21% 22%

2008 2009 2010 Sep-11

Demand Savings Time Foreign

USD ‘bil

16.4

17.3

18.8

20.1

2008 2009 2010 2011

CAGR 7.6%

5,676

6,192

6,918 7,038

2008 2009 2010 Sep-11

12

Overall Banking Penetration Is Still Low

12

Loan penetration in 2010 Deposit penetration in 2010

Source: Central bank statistics of selected countries

Outstanding loans as a % of GDP Deposits as a % of GDP

241%

149%

137%

104%

86%

34%

28%

11%

Hong Kong

Malaysia

China

Singapore

Thailand

Philippines

Indonesia

Cambodia

392%

187%

197%

140%

75%

55%

37%

14%

Hong Kong

Malaysia

China

Singapore

Thailand

Philippines

Indonesia

Cambodia

OVERVIEW OF BOC

14

Overview of BoC

16th largest bank by total assets in Philippines

Core business: Traditional deposit products, corporate banking, consumer banking, treasury, asset management,

trust services, trade, and credit card service

Owns 24.25% equity interest in Bancommerce Investment Corporation (“BIC”) which provides IB services

80.37% owned by SMC Group, 9.8% owned by Caritas Health Shield and 12.7% owned by minority shareholders

00

122 branches 300 ATMs 1,662 employees ~350k customers

Recent History

2007 SMC Group injected capital into BoC for 34% stake

2008 - 2012

SMC Group injected further capital into BoC and gradually increase its stake to 80.37%

SMC Group undertook various initiatives to clean up and deleverage the bank

Orderly disposal of structured notes

Management overhaul and workforce rationalisation

Embarked on IT transformation programme

Present

Healthy capital position with CAR of 23%

Low LDR (~45%) as SMC has been focusing on cleaning up the bank and exploring options for a

partner to manage the bank

15

Comparative Analysis

Notes: BDO = Banco De Oro Unibank,, BPI = Bank of the Philippine Islands, Land Bank = Land Bank of the Philippines, PNB = Philippine National

Bank, Dev Bank = Development Bank of the Philippines, RCBC = Rizal Commercial Banking Corporation, CBC = China Banking Corporation, UCPB =

United Coconut Planters Bank

1.Based on financial statements published in BSP website as at 31 Sep 2011 2. As 31 Dec 2011 3. Average of top 15 Philippines banks by total assets

Total Assets, Total Deposits and Net Loans1

Branch Network2 Capital Adequacy Ratio1

(PHP ‘bil)

0

200

400

600

800

1,000

1,200

BDO Metrobank BPI Land Bank

Dev Bank PNB RCBC Union Bank

Citibank CBC Security Bank

UCPB HSBC Allied Bank

Phil Trust BoC

Total Assets Total Deposits Total Loans

Average CAR3

= 16.5%

6%

8%

10%

12%

14%

16%

18%

20%

22%

24%

BD

O

Metr

obank

BP

I

Land B

ank

Dev B

ank

PN

B

RC

BC

Unio

n B

ank

Citib

ank

CB

C

Security

Bank

UC

PB

HS

BC

Alli

ed

Ba

nk

Ph

il T

rust

BoC

Tier 1 CAR CAR

Average Tier 1

CAR3 = 14.3%

Market Share: Total Assets 1.5%; Total Deposits: 1.6%, Net Loans: 1.5%

#16

812 785744

387334 327 315 293

219 189122

BP

I

Metr

obank

BD

O

RC

BC

PN

B

La

nd B

an

k

Alli

ed B

ank

CB

C

UC

PB

Unio

n B

ank

Bo

C

16

BoC Indicators (1)

Profitability Deposits Gross Loans

NIM Asset Quality Total CAR and Tier 1 CAR

PHP ‘bil PHP ‘bil

ROE

Net

Profit

PHP ‘bil

(1,714.6)

617.3 639.3 579.9

2008 2009 2010 2011

-56.0%

13.6% 7.0% 3.9%

4.7%

3.7% 3.5% 3.6%

2008 2009 2010 2011

10.7%

15.6%16.8%

23.1%

7.2%

12.8%

16.3%

23.1%

2008 2009 2010 2011

Total CAR Tier 1 CAR

77.9

86.8 87.2

71.8

2008 2009 2010 2011

22.9%25.1%

9.9%

14.3%

2008 2009 2010 2011

39.9%49.7%

180.1%

78.1%

65.3%

88.8%

39.9%49.7%

78.1%

10.8%8.2%

9.9%

14.3%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

160.0%

180.0%

2006 2007 2008 2009 2010 2011

Allowance Coverage Net Impaired Loans ratio

39.9%49.7%

180.1%

81.9%

15.1% 14.4%

-9.6%

2.9%

39.236.4

31.5 32.6

2008 2009 2010 2011

17

BoC Indicators (2)

LD Ratio CI Ratio

Low LDR ~ 45% as BoC has not pursued

aggressive loan growth

Corporate and SME loans comprise ~95% of total

loan book

Significant growth potential to expand its retail loan

portfolio

Higher CI Ratio for Philippines banks relative to

other ASEAN banks due to:

Continued reliance on counter service in

branches

Under developed IT infrastructure to enhance

operations efficiency

50.0%

41.9%

36.1%

45.4%

68.0%66.5%

62.6%

68.4%

2008 2009 2010 2011

BoC Industry

60.0%

62.0%

61.7%

63.9%

61.5%

62.8%

2009 2010 2011

BoC Industry

DETAILS OF ACQUISITION

Post Acquisition

Current Shareholding Structure

19

Acquisition Structure

BoC

Caritas Health

Shield *Others

San Miguel

Properties

39.35% 9.77% 9.86%

SMC Retirement

Plan

39.94%

Q-Tech Alliance

1.08%

Entities related to SMC Group (Total = 80.37%)

Note: * Health care provider with over 100 branch offices supported by 554 hospitals and clinics serving ~300,000 members

BoC

Caritas Health

Shield *Others

SMC Retirement

Plan

26.93% 9.77% 2.18%

CIMB Bank

59.98%

San Miguel

Properties

1.14%

20

Purchase Consideration and Valuations

RM ’mil

Purchase Consideration 881

59.98% book value 770

P/BV 1.14x

RM111 mil premium to book for controlling stake

2011 net P/E multiple of 35x as BoC operating at

suboptimal levels

Post alignment with CIMB’s accounting and

provisioning policies, P/BV could increase to

about 1.30x

Note: * Adjustments made to the book value for the purposes of the Proposed Acquisition subsequent to due diligence

We will be acquiring:

A ready banking platform in the Philippines

Low LD ratio and high capital for growth

Collaboration with one of the largest

conglomerates in Philippines

21

Overview of SMC Group

Key

Businesses

2011

Revenue

(PHP ‘bil)

2010

Revenue

(PHP ‘bil)

Annual

growth

Beverages 87.0 90.3 -4%

Food 89.6 80.4 11%

Power 71.4 66.1 8%

Packaging 24.1 23.4 3%

Fuel & Oil 274.0 229.1 20%

Philippines’ most diversified conglomerate and one of the

largest publicly listed companies

Total revenue in 2011 is PHP536 bil (RM38.8 bil)

contributed about 5% to the country’s GDP

Subsidiaries and affiliates have very strong industry-

leading positions in key sectors of the Philippine economy

Has over 17,000 employees as of end 2011

Growing presence in ASEAN

SMC Group recently completed an investment in PAL

Holdings, the parent company of Philippine Airlines

Inc. and Air Philippines Corp

22

Overview of the Collaboration Agreement with SMC

Note:

1) Subject to the Bank’s approved licenses, service capabilities, as well as regulations of BSP and/or other Philippines regulatory agencies

CIMB to be the preferred banking services provider for the SMC ecosystem

Scope

1) Channeling/referral of wholesale and retail banking opportunities

2) SMC companies shall provide relevant information necessary to undertake credit

review of the vendors/dealers

3) Co-location of retail distribution points, e.g. setting up branches/ATMs at Petron

stations

Wholesale banking Retail banking

Entities/Subjects

SMC Group

Vendors/suppliers of the SMC Group

Dealers/sub-dealers of the SMC Group

Employees of the SMC Group and of

affiliate companies of SMC

Retail customers of the SMC Group

Products/Services

Loans and deposits

Transaction banking

Treasury

Investment banking

Securities services, e.g. trustee &

custodial services

Salary accounts

Housing loans

Car loans

Staff personal loans

Credit/debit cards

EFFECTS OF ACQUISITION

24

Proforma Financial Effects

31 Dec-11

(RM ’mil)Proforma

BoC

Contribution

Balance Sheet

Total assets 300,203 6,928 307,131 2.31%

Gross loans 191,393 2,361 193,754 1.23%

Customer deposits 221,933 5,204 227,137 2.34%

Income Statement

Total Income 12,122 353 12,475 2.91%

Net interest income * 7,947 234 8,181 2.95%

Net earnings 4,031 42 4,056 0.63%

Notes:

PHP/MYR exchange rate as at 31 Dec-11 of 13.80

* Includes Islamic net financing income

25

Proforma Key Ratios

31 Dec-11 (%) ProformaIncrease /

(Decrease)

NIM 3.12 3.60 3.13 +0.01

Non-interest income / total

income34.4 33.8 34.4 -

Cost / Income 54.7 61.7 54.9 +0.20

Allowance coverage 81.1 81.9 81.1 -

Net impaired loans ratio 1.0 2.9 1.0 -

Loans to deposit ratio 86.2 45.4 85.3 -0.90

CASA ratio 34.5 67.3 35.3 +0.80

Note:

PHP/MYR exchange rate as at 31 Dec-11 of 13.80

Impact to Balance Sheet,

P&L & Key Ratios

Minimal impact to CIMB Group financials & key ratios

Estimated Capital Impact CIMB Bank’s capital position remains strong post- transaction, well above the

proposed internal targets and the minimum regulatory ratios for Basel 2

Under Basel 2

Core Tier 1 ratio and Tier 1 ratio remain unchanged

RWCR: ~ 70 bps decline in FY2012

No impact to CIMBGH’s DL & Gearing ratio

Estimated EPS and ROE

Impact

EPS & ROE accretive from 2013 onwards

Expect only 3-4 months consolidation for 2012

Proforma Financial Impact

26

BUSINESS PLAN

To be among the top 10 banks in the Philippines in terms of assets

To be No.1 ASEAN universal bank of choice in the Philippines for local and regional customers

Key focus areas : Wholesale, Mass Affluent Retail and Remittance

28

Initial Thoughts

Detailed Plan Being Formulated

Supported by CIMB Group’s UB platform

People

Leverage our product

experts, e.g.

Treasury, IB, retail

Systems / Platforms

Regional ATM link, CIMB

Clicks, 1Platform, etc

Products

CIMB Money Transfer, credit

cards, CIMB Preferred , etc

Branding / Marketing

Shared ASEAN branding

customised for local market

Branches 321 630 157 2 7 122 1,239

ATMs 2,199 1,749 533 6 10 300 4,797

Staff 20,575 13,933 4,198 1,323 93 1,662 41,784

Customers 7.8 mil 4.2 mil 2.2 mil 277 k 3 k 350 k 14.8 mil

29

Overview of Business Strategy for Philippines

Wholesale Banking

Tap into ready pool of corporates to offer integrated/ regional corporate banking

products and IB services

Strengthen transaction banking capabilities to enhance deposit-taking, especially

CASA

Systematically target the mid corporate/ SME especially those in the SMC

ecosystem value chain, e.g. suppliers, dealers, retailers

Position CIMB as the preferred ASEAN bank for cross-border transactions, e.g.

trade finance, regional treasury products, etc

Upgrade license from commercial to universal bank

Retail Banking

Leverage regional strengths to simultaneously target 2 distinct market propositions

in the Philippines:

Affluent segment – Replicate regional offerings in the Philippines, e.g. CIMB

Preferred, regional credit card proposition, regional ATM link, etc

Regional remittance – Leverage our regional footprint and explore global

partnerships to capture the vast cross-border remittance opportunities in the

Philippines

TIMELINE

31

Indicative Timeline

Details Indicative Timing

Signing of Definitive Agreements / Bursa Announcement 8 May 2012

Submission / application to regulatory authorities and any other relevant

partiesLate May 2012

Regulatory approvals obtained (assume 3 months) # Late Aug 2012

Completion Late Aug 2012

Registration of shares Late Sep 2012

Note: # Subject to timing of regulatory approvals

FINAL REMARKS

33

In Summary

High Growth Potential Widen Platform Strong Partnership

Banking market still

underpenetrated

5th largest economy in ASEAN

with a stable growth rate

Stabilising political situation

Increasing trading links with

ASEAN

Increasing CIMB Group’s

presence in ASEAN to cover

99% of ASEAN population and

almost 100% of ASEAN GDP

Enhances our scale and

position to capture intra-ASEAN

flows

Leverage on SMC companies’

retail footprint to strengthen

BoC’s distribution capabilities

Tap into SMC’s >17,000

employee base for distribution

of retail banking products

Tap into SMC companies’

vendors and clients base

34

Recent acquisitions of BOC and RBS IB for a total of RM1,730 mil cash

No equity dilution, small goodwill addition and EPS neutral in 2012 and positive in 2013

Enhanced CIMB Group’s intrinsic franchise value

Effectively full coverage of ASEAN

Largest retail branch network in ASEAN

Largest APAC based IB

No further (significant) acquisitions being contemplated

Final Remarks

35

THANK YOU