maybank - keh

MaybankExpanding Regional Investment Banking FranchiseExpanding Regional Investment Banking Franchise

Analyst Presentation6 January 2011

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TABLE OF CONTENTS

TRANSACTION OVERVIEW

ABOUT KIM ENG

OUTCOME OF THE COMBINATION

SALIENT TRANSACTION TERMS & FINANCIAL IMPACT

CONCLUSION

Slide 1

TRANSACTION OVERVIEWMaybank Expands Regional Investment Banking Presence

Overview Agreements with Ronald Ooi and Yuanta Securities Asia Financial Services Limited (“Yuanta”)toacquire 44.6%1 of Kim Eng Holdings Limited (“Kim Eng”)

– S$3.10 per share

– Subject to certain conditions, including regulatory approvals from Bank Negara MalaysiaSubject to certain conditions, including regulatory approvals from Bank Negara Malaysia(“BNM”) and Monetary Authority of Singapore (“MAS”)

Upon completion, Maybank to conduct a Mandatory General Offer (“MGO”), in accordance withSingapore regulations, for up to 100% of Kim Eng shares

Intend to take Kim Eng privateIntend to take Kim Eng private

Total consideration of S$798mm in cash for initial 44.6%1 equity interest

Total consideration of S$1,789mm (RM4,256mm) in cash for 100% equity interest

Rationale In line with Maybank’s regional aspirations, accelerating its investment banking and equitiesb ild i ASEANbuild-out in ASEAN

A truly unique asset in ASEAN - size, pan-regional platform, market leadership, impressiveearnings track record and diversified earnings base

Underlying markets experiencing rapid growth

Strong distribution capabilities, with market leadership in Singapore (#4), Thailand (#1),Indonesia (#3) and the Philippines (#2), and a growing presence in Hong Kong, New York,London and Vietnam

Complementary footprint to drive realization of synergies

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Experienced and highly regarded management team to be retained

Source: Market rankings from stock exchanges and management1. Based on total shares outstanding, net of treasury shares

TABLE OF CONTENTS


ABOUT KIM ENG


SALIENT DEAL TERMS & FINANCIAL IMPACT

CONCLUSION

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KIM ENGASEAN’s Leading Securities Firm

Track Record of Over 35 Years

KE Strategic alliance with Yuanta. Acquired KE Thailand listed and

i l d d i MSCI I dStrategic alliance with MUFJ

Securities founded

20011988

London

1989 1990 1993

Philippines

1998

Yuanta Thailand and Ong Asia in Singapore

2002 2003

included in MSCI IndexEst. KE Absolute in HK

2007

Est. KE Capital Partners, a JV with MUFJ

2008 20101972

Hong Kong Indonesia, Malaysia, USFirst stock broker listed on SGX

Acquired stock broking firm Nithipat Capital & Securities in Thailand

JV with Heritage Trust Group

Vietnam Signed agreement for 70% shareholding in Inter-Pacific Securities in Malaysia

Brokerage Ranking1 Awards and Accoladesg g

Country Ranking Market Share Branches

Thailand #1 13% 41

Philippines #2 12% 4

Best Broker Award(2008, 2009, 2010)

Alpha Southeast Asia

Best Broker Award(2008, 2009, 2010)

Alpha Southeast Asia

Best Local Brokerage inBest Local Brokerage inStarMine Broker Rankings forStarMine Broker Rankings for

Best Broker Award(2010)

FinanceAsia

Best Broker Award(2010)

FinanceAsia

Philippines #2 12% 4

Indonesia #3 5% 6

Singapore #4 8% 3

Vi t #7 2% 5

Best Local Brokerage in Singapore (2009)

AsiaMoney Broker Poll of Polls

Best Local Brokerage in Singapore (2009)

AsiaMoney Broker Poll of Polls

StarMine Broker Rankings for STI Earnings Forecasts (2010)

StarMine

StarMine Broker Rankings for STI Earnings Forecasts (2010)

StarMine

Best Research Call of the Year in Southeast-Asia (2009)

Al h S th t A i

Best Research Call of the Year in Southeast-Asia (2009)

Al h S th t A i

Top 50 Largest Brands in Singapore (2008, 2009)

B d Fi

Top 50 Largest Brands in Singapore (2008, 2009)

B d Fi

Slide 4Source: Company website and filings. 1. Market rankings and market shares for 9 months 2010 from stock exchanges and management

Vietnam #7 2% 5 Alpha Southeast AsiaAlpha Southeast AsiaBrand FinanceBrand Finance

PERFORMANCE HIGHLIGHTSResilient Performance; Diversified Presence

580600

SGD mm

35%250 40%

SGD mm

Resilient Operating Income Sustained Net Income and Net MarginNet Income Net Margin

271

343 351 366

268 272300

450

94 102

149

8973

30%

26%

20%

24%27%

18%

100

150

200

20%

30%

0

150

2005 2006 2007 2008 2009 9M 2009 9M 2010

72 73

50

0

50

2005 2006 2007 2008 2009 9M 2009 9M 20100%

10%

2009 Revenue by Geography 2009 Revenue by Business

Diversified Presence in Over 10 Countries Brokerage is the Main Contributor

Indonesia4%

Others5%

Money Lending & Margin Financing

Others0.3%

Singapore54%Thailand

28%

Hong Kong10%

g10%

Fee Based6%

Slide 5Source: Company website & fillings

28%

Stockbroking84%

TABLE OF CONTENTS


ABOUT KIM ENG



CONCLUSION

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A LEAP TOWARDS ACHIEVING OUR ASPIRATIONSPlugging Critical Gaps within our Business Portfolio

By 2015

Our VisionOur Vision To be a Regional Financial Services LeaderTo be a Regional Financial Services Leader

Our MissionOur Mission Humanising Financial Services from the Heart of ASEANHumanising Financial Services from the Heart of ASEAN

Strategic ObjectivesStrategic Objectives 1. Undisputed #1 Retail Financial Services provider in Malaysia by2015

1. Undisputed #1 Retail Financial Services provider in Malaysia by2015

2. Leading ASEAN wholesale bank eventually expanding to MiddleEast, China & India

3. Domestic Insurance Champion and emerging regional player3. Domestic Insurance Champion and emerging regional player

4. Truly regional organisation, with ~40% of pre-tax profits derivedfrom international operations by 2015

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5. Largest Islamic bank in ASEAN5. Largest Islamic bank in ASEAN

Critical Gaps

MAYBANK REGIONAL BANKING FRANCHISECompletes the Gap in Investment Banking and Equities for ASEAN

Geography Commercial / Islamic Banking Investment Banking Stock Broking

Malaysia

Singapore

Indonesia

Philippines

Thailand

Vietnam

Wholesale banking capabilities across ASEANExtends Maybank’s distribution capabilities to key global financial markets including Hong Kong London and New York

Enhanced Banking Platform including Hong Kong, London and New York

Commercial banking presence in Thailand remains the missing piece of the jigsaw– Kim Eng offers deep insight into the Thai market

– Allows Maybank to develop brand recognition

Entrance into Thailand Market

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Allows Maybank to develop brand recognition

STRATEGIC RATIONALE

Strong trading volumes, fuelled by economic growth and liquidity in-flowsPotential for higher retail participation – driven by high savings rates and increasing investor sophistication

Capitalise on Robust Capital Markets’ Growth

1

Leading independent regional stockbroker– #4 in Singapore, #1 in Thailand, #3 in Indonesia, and #2 in the

PhilippinesASEAN’S Dominant Brokerage Platform

2

Client base of 200,000*

Distribution presence in key financial markets: ASEAN, Hong Kong, New York and London

Complementary geographical and product footprint3Improved banking franchise

– Wider distribution capabilities– Leveraged on Maybank’s strong balance sheet and client relationships– Cross-selling opportunities

Significant Synergy Opportunities

Experienced and well respected management team, with significant experience in building and growing businessesCore management team retained

Top-Notch Management Team

4

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Notes: -Market ranking from stock exchanges and management* Based on latest available data

CAPITALISE ON ROBUST CAPITAL MARKETS’ GROWTH Asia Expected to Remain Robust

1

Attractive Economic Dynamics of Asian Markets¹ Trading Volume Growth of Key Asian Markets²

29%

24%35%

30% 28%19%

16%

6%3%

High Savings Rates (2009)

21%

8%

15%

28%

9%

Strong Volume Growth

(2005-09)

69%

3% 3%

0%

69%

34%

55% 7%

5% 5% 5%

6%6%

Strong Real GDP Growth

Continued Strength

17%

7%

26%

2% 1%

2%2%

(2009-2014E CAGR)

(YoY Growth)3

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Source: 1. Economic Intelligence Unit and Euromonitor. Savings rate represents proportion of household disposable income that is saved2. World Federation of Exchanges members, Trading volume growth based on value. 3. YTD Nov 2010 vs YTD Nov 09

ASEAN’S DOMINANT BROKERAGE PLATFORMOur Expanded Presence with Kim Eng

2

Commercial BankingBrokerage / Investment BankingRetail BankingOther Services

Maybank

Ranking M. Share

#1 13%

Ranking M. Share

#4 7%

ASEAN Stockbroking Champion

Kim Eng also maintains distribution presence in key financial markets

Thailand Vietnam

Brokerage / Investment BankingOther Services3

Kim Eng#2 12%

#7 2%

#4 8%

#3 5%

yincluding Hong Kong, London and New York

PhilippinesMaybank: 50 branches

Kim Eng: 41 branches

Cambodia

Maybank: 9 branches

Maybank: 2 + 951 branchesKim Eng: 5 branches

Kim Eng: 4 branchesMaybank: 9 branches

Brunei

Maybank: 3 branches

MalaysiaMaybank: 386 branchesKim Eng: 6 branches

IndonesiaMaybank: 1+321branches2

Kim Eng: 6 branches

SingaporeMaybank: 22 branchesKim Eng: 3 branches

g

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Source: Company websites, annual reports and presentations. Market ranking and market share from stock exchanges and management. Number of branches are as of latest available1. 95 branches via 20% owned An Binh Bank2. Via 97.5% owned PT Bank Internasional Indonesia Tbk3. Kim Eng’s other services include asset management, hedge fund services, property & real estate development, insurance and trust & fiduciary services

SIGNIFICANT SYNERGY OPPORTUNITIESHarnessing Synergies

3

Cross-selling

Mutual product offeringsTapping into Kim Eng’s client base of

Improved Investment Bankingand Underwriting Capability

Leveraging Maybank‘s strong balancesheet and client relationshipsTapping into Kim Eng s client base of

200,000sheet and client relationships

Other Kim Eng’s Business andOther gFootprint Expansion

Cash management support for cashbalances held in trustSupport for foreign exchange flowsand hedging

Maybank’s strong capital base cansupport Kim Eng’s growth initiatives(e.g. margin lending)Access to Thailand and Thai market

Enhanced Infrastructure

and hedgingImproved funding cost

Access to Thailand and Thai marketintelligence

Maybank’s extensive branch network tosupport expansion of stockbrokingpresenceOperational best practices in riskmanagement and IT delivery platform

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management and IT delivery platform

TOP-NOTCH MANAGEMENT TEAMQuality and Depth of Talent

4

Ronald Ooi, Chairman and CEO

30+ years of industry experienceDirector of Kim Eng since 1979SGX committee member 1986 - 1999

Alternative Director to Lau Wai Kwok; Executive Vice President, Business Development30 years of industry experience in Asia and the US

Executive Director, Global Institutional Sales28+ years of industry experience Joined Kim Eng in 1979

Eunice Ho

Chief Financial Officer30+ years of general management experience in the securities, gaming and manufacturing industries

Lau Wai Kwok Judd Clarke Kinne

Executive Vice President and Head, Credit Risk Management / Retail Operations28 years of industry experience

Senior Vice President18 years of experience in stockbroking, electronic commerce and public accounting

Senior Vice President, Group Risk, Margin Finance17 years of experience in managing securities financing

Chuah Lai Hock Tay Ai KhimDaniel Kwek

Wu Wen Sun

Executive Vice President, IT & Operations / Chief Technology Officer20 years of experience in stockbroking industry

Ong Chew Kheng

Senior Vice President, KE Singapore; Advisor, KE Thailand; Executive Director – KE Vietnam18+ years of industry experience

Tan Pei-San

Executive Vice President, Office of the CEO13+ years of experience in securities and legal industry in the US and Singapore

Management team to be retained, with Ronald Ooi to continue as CEO₋ Oversee the integration, and execute a successful business plan for the combined entity₋ Management structure to be communicated early, to give clarity and direction

Comprehensive retention program to be rolled out to key employees prior to closing₋ Minimal overlap between the businesses, from a geographical and business line perspective

Slide 13

Dedicated steering committee to be established shortly₋ Implement and monitor all aspects of integration process (front office, operations / support, HR, IT, etc.)₋ Collaboration and cooperation on new business opportunities and realization of synergies

TABLE OF CONTENTS


ABOUT KIM ENG



CONCLUSION

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SALIENT TERMS

Offer Price S$3.10 in cash per Kim Eng share

– Premium of 15% to last closing price (5 January 2011) and 28% to 1-month VWAP

Aggregate transaction consideration of S$1 789 mm (RM4 256 mm)Aggregate transaction consideration of S$1,789 mm (RM4,256 mm)

Funded by internal and/or external funds

Valuation* Price to Book (Sep 2010A) of 1.91x

Price / Earnings (2009A) of 20.0x

Key Conditions Precedent

Amongst others, regulatory approvals including from BNM and MAS

Expected to be completed by April 2011

Management Ronald Ooi will continue to lead Kim Eng for a minimum of 3 years

B i l f Ki EBusiness as usual for Kim Eng

Maybank Group will appoint nominees to the Board of Kim Eng

Others Upon completion, Maybank to make an MGO, in accordance with Singapore regulations, toacquire up to 100% of Kim Eng shares

Do not plan to maintain/restore Kim Eng’s listing status and intend to exercise ourCompulsory Acquisition rights to acquire all remaining Kim Eng shares, if applicablethreshold is reached

Maybank to engage in discussions with regulators in Thailand and the Philippinesregarding possibility of a general offer for Kim Eng’s listed investee companies in those

Slide 15

regarding possibility of a general offer for Kim Eng s listed investee companies in thosemarkets

* Based on total shares outstanding, net of treasury shares

PRO FORMA EFFECTS Group Capital Ratios Remain Strong post AcquisitionMaybank Group – Risk Weighted Capital Ratios

Acquisition to be funded by internally generatedfunds and/or external funds

14.15% 13.61%12.38%

14.18%

Min requirement = 8.0%Group pro forma capital ratios remain healthy,and well above the minimum requirements, evenif fully funded via internal funds

– Our Dividend Reinvestment Plan (“DRP”),ll i d ith l t 90% t

q %

Maybank Level - Risk Weighted Capital Ratios

well-received with close to 90% acceptancerate, successfully strengthened our capital

The Group intends to boost our capital strengthvia the issuance of equity, debt or a combinationof both to fund business growth opportunities

As at 30 Sept 2010 Proforma for Div. & DRP (a)

Proforma (a) + 100% Krypton (b)

Proforma (b) + Capital Raising (Equity and/or

Sub-Debt)

13.95%13.28% 13.28% of both to fund business growth opportunities

Kim Eng has ample capital to grow its business

As the Acquisition is estimated to be completedby May 2011, it is not expected to have any

t i l ff t th i f th M b k

10.97%

Min requirement = 8.0%

material effect on the earnings of the MaybankGroup for the financial year ending 30 June 2011

As at 30 Sept 2010 Proforma for Div. & DRP (a)

Proforma (a) + 100% Krypton (b)

Proforma (b) + Capital Raising (Equity and/or

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Source: Maybank & Kim Eng’s Sep 2010 unaudited financial statementsKey assumptions1. Adjusted for dividend payment and dividend reinvestment (“DRP”)2. Adjusted for redemption of RM1.0bn sub-debt

3. Assumes acquisition of 100% of Kim Eng’s equity4. Assumes all Kim Eng's total assets as at 30 Sep 2010 are included in the

computation for risk weighted assets

Sub-Debt)

PRO FORMA EFFECTS Post Acquisition, Revenue Contribution from Overseas Increases from 29% to 33%

+7%Maybank – FY10 (ended Jun ’10)

RM12,872 mmKim Eng – FY09 (ended Dec ’09)

RM871mmPro Forma Combination

RM13,743 mm

Others4%

Others5%Indonesia

Others4%

Indonesia

+ =Malaysia

71%

4%Indonesia

15%

Singapore11%

Singapore54%

5%Indonesia4%

Hong Kong10%

4%14%

Thailand2%

Hong Kong1%

SingaporeMalaysia

67%71%11%Thailand

28%

14%67%

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Assumes FX of SGD1.00 : RM2.379 Source: Based on management presentations and the latest audited reports of Kim Eng and Maybank

PRO FORMA EFFECTS Post Acquisition, PBT from Overseas Increases from 21% to 25%

+6%Maybank – FY10 (ended Jun ’10)

RM5,370mmKim Eng – FY09 (ended Dec ’09)

RM323mmPro Forma Combination

RM5,693mm

Others1%Indonesia Indonesia

Others5% Hong Kong

Indonesia4%

Others

+ =Malaysia

1%4%

Singapore15%

Thailand

Hong Kong5%

Indonesia4%

5%

Singapore55% Malaysia

75%

Singapore18%

Hong Kong0.3%

Thailand2%

4%2%

79% 31% 75%

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Assumes FX of SGD1.00 : RM2.379 Source: Based on management presentations and the latest audited reports of Kim Eng and Maybank

PRO FORMA EFFECTS Post Acquisition, Investment Banking Becomes a Larger Business Driver with 8% Contribution

Revenue

ConsumerI t'l B kiConsumer Int'l Banking

+7%Maybank – FY10 (ended Jun ’10)RM12,872mm

Kim Eng – FY09 (ended Dec ’09)RM871mm

Pro Forma CombinationRM13,743mm

Consumer Banking

33%

Int'l Banking28%

Investment

Insurance & Asset Mgmt

8%

Investment Banking100%

Banking31%

26%


7%+ =

Profit Before Taxation Contribution

Business & Corporate Banking

19%Global Markets

11%

Investment Banking

2%

Global Markets10%

Investment Banking

8%

Business & Corporate Banking

18%

Maybank – FY10 (ended Jun ’10)RM5,370mm

Kim Eng – FY09 (ended Dec ’09)RM323mm

Pro Forma CombinationRM5,693mm

+6%

Consumer Banking

27%Insurance &

Int'l Banking21%

Consumer

Int'l Banking20%

+ =

27%Insurance & Asset Mgmt

7%

Investment Banking

2% Business & Corporate

Investment Banking100%

Banking25%

Business & Corporate

Investment Banking


7%

Slide 19

Assumes FX of SGD1.00 : RM2.379. Assumes pro-rated inter-segmental revenue for each of Maybank’s product segmentSource: Based on the latest audited reports of Kim Eng and Maybank

Global Markets22%

Corporate Banking

21%

pBanking

19%

8%Global Markets

21%

INDICATIVE TIMELINE

Date: 6 Jan 2011

~3 Months

April

(T)T + 14 to 21 Days

Minimum 28 days

May

Execution and Announcement of SPAs with

Obtain regulatory approvals

Despatch of Offer

Document /

MGO Offer Period

of SPAs with Yuanta and Chairman Ronald Ooi

Completion of SPAsAnnouncement of MGO

/

Launch of MGO Closing of MGO (earliest possible date, assuming no MGOextensions of Offer Period)*

Note:* Latest possible closing date in June, being 60 days from despatch of Offer Document

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TABLE OF CONTENTS


ABOUT KIM ENG



CONCLUSION

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MAYBANK AND KIM ENGExciting Times Ahead

Extends Investment Banking scope and reach in ASEAN, in line with our regional aspirationsExtends Investment Banking scope and reach in ASEAN, in line with our regional aspirations

Complementary business and geographic footprintComplementary business and geographic footprint

Strong synergy potential through a complete banking platformStrong synergy potential through a complete banking platform

Attractive opportunity to gain access to high growth markets with solid fundamentalsAttractive opportunity to gain access to high growth markets with solid fundamentals

Key management retained to ensure business continuity and continued growthKey management retained to ensure business continuity and continued growth

Slide 22

DISCLAIMER

Cautionary Note on Forward-Looking Statements

All statements other than statements of historical facts included in this document are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “ ” “ i i ” “b li ” “i d” “ j ” “ l ” “ ” “f ” d i il i“expect”, “anticipate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as forecast “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Aseam Credit Sdn Bhd’s (“Offeror” or “ACSB”) and Maybank’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties Accordingly actual results or outcomes may differ materially from thoseunknown risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor Maybank nor Nomura Singapore Limited, as financial adviser to the Offeror, undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the Singapore Exchange Securities Trading Limited and/or any other regulatory or supervisory body or agency.

Responsibility Statement

The directors of ACSB and Maybank (including any who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this

t f i d t d th t t i l f t h b itt d f thi t dannouncement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to the Company), the sole responsibility of the directors of ACSB and Maybank has been to ensure through reasonable enquires that such information has been accurately and correctly extracted from such sources or, as the case may be reflected or reproduced in this announcement

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the case may be, reflected or reproduced in this announcement.

maybank - keh

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