Bank Niaga–Bank LippoMerger Analysts Briefing 17 July 2008 ......BRI BNI Lippo Mandiri Mega BCA LDR (%) 1.53 2.30 3.03 3.10 3.12 3.44 3.80 4.60 7.20 8.20 0.80 1.28 BCA Lippo Mega

1

Bank Niaga – Bank Lippo Merger

Analysts Briefing

17 July 2008, Kuala Lumpur

2

Agenda

Recap

Progress Update

Refined Synergies and Integration Costs

Key Strategic Imperatives and Outline of Business Plan

Update on Indonesian Economy / Market Conditions

Final Remarks

3


RECAP

4

An SPP-Driven Merger

• Merger driven by Bank Indonesia’s Single Presence Policy (SPP)

• No change in ultimate dominant shareholder – Khazanah Nasional

• Compliance via Government’s preferred route, consistent with our investment track

record and long-term commitment to Indonesia

• Aided through by a strong business case and enabling regulatory environment

• A complementary tri-partite merger for growth – scale, limited duplication and significant

synergies

• Strengthens CIMB Group’s proposition as a leading South East Asian franchise

5

Key Merger Highlights

• An Rp24.6 trillion / RM8.6 billion merger

• Share swap ratio using P/Bv’07 of 3.0x for Bank Lippo and 2.5x for Bank Niaga

• Innovative “standby buyer” scheme for CIMB Group to provide cash alternative to all

minorities of Bank Niaga and Bank Lippo

• New bank to be named “PT Bank CIMB Niaga Tbk”

• Legal merger targeted for 1st October 2008. Business integration and brand transformation will

continue until end 2009.

• Bank Niaga and Bank Lippo signed and submitted the merger plan to regulators on 2nd June

2008

6


PROGRESS UPDATE

7

Where Are We Today

We are here

3Q09Dec 08Nov 08Oct 08Sep 08Aug 08Jul 08Jun 08May 08Apr 08Mar 08Feb 08Jan 08

Business, Operational & IT Integration

Integration Governance

Due Diligence & Deal Execution

Legal Day 1Legal Day 1

Conduct feasibility study(5 months)

Regulatory Approval

Merged Bank BOC, BOD

and other mgmt / risk committees

Integration Governance Committee (IGC)1st IGC�

Integration Steering Committee (ISC)

1st� ��

2nd

Execute integration(~12 months)

Develop merger plan(5 months)

Planning (3 months) Commence Integration

Senior Management

Briefing

27/1Senior

Management Briefing

27/1Single Platform Day 1

Q3Single Platform Day 1

Q3

4Q09

IPO Office Setup

5/2�IPO Office Setup

5/2IPO Office Setup

5/2�

�

Identified synergy areas

19/2Identified synergy

areas

19/2�

Merger Kick-Off: Integration Planning

24/3�Merger Kick-Off:

Integration Planning

24/3Merger Kick-Off:

Integration Planning

24/3�

Commenced Due Diligence

14/3�Commenced Due

Diligence

14/3Commenced Due

Diligence

14/3�

Finalize TOM and Synergy Assessment

Finalize integration masterplan

Finalize integration masterplan

Senior management walkabout

June onwards

• Commence cross-selling • Redeploy resources based on aligned functions

• Implement aligned process, procedures and policies

• Develop and execute training plan • Continue to execute internal and external communication

• IT enhancements, data conversion

Signing of merger agreement (2nd June)

After signing of the merger agreement,

ISC will be formalized with delegated authorities

2nd IGC�

�� 3rd 4th 5th 6th

BOD & BOC Approvals (30th May)

Joint ISC & IGC (23rd May) �

��7th 8th ��9th

�

�

�

�

�

25/7 8/8 22/8 12/9

21/7 11/8 1/9

EGM of BCHB (11th July) / BN & LB (18th July)

8

Key Progress Highlights

• Received approval from Bapepam-LK for registration statement on 30th June 2008

• Received approval from shareholders of BCHB on 11th July 2008

• Received approval from Securities Commission on 14th July 2008

• Management team completed nationwide HR roadshow to explain merger rationale to staff and encourage

their continued participation and support for new bank

• Announced target macro organisation structure effective Legal Day 1

• Of a total combined staff strength of approximately 11,000, 96% has opted to join the new bank – remaining

4% not joining mainly consists of officer and clerical levels

• Bottom-up validation of integration cost and synergy completed

- Estimated run rate synergy per annum uplift by 47% from USD58.4 million (RM188million) to USD86 million

(RM 277 million) in 2011

- Integration costs down by 26% from USD120.5 million (RM388 million) to USD90 million (RM286 million)

- Included are costs of USD17.6 million (RM56.7 million) for staff signing fees and severance payments

• Business integration planning for critical areas has been completed – Sales & Distribution, Retail Banking,

Business Banking, Corporate Banking and Treasury & FI. Rest on target to complete by August 2008.

9

Approvals Required

• Indonesian approvals required:

• Bapepam-LK (30 June 2008)

• Shareholders at EGM (18 July 2008, by July 2008 cash outlay will be firmed)

• Bank Indonesia

• Minister of Law

• Director General of Tax

• Malaysian approvals required:

• Shareholders at EGM (11 July 2008)

• Securities Commission (14 July 2008)

• Bursa Malaysia Securities Berhad

• Bank Negara Malaysia

�

�

�

10


REFINE SYNERGIES AND INTEGRATION COSTS

11

Bottom-up validation: Pre-tax run-rate synergies of US$70m

Cross-sell to LB

~USD 14.5 mil

Cross-sell to BN

~USD 24.8 mil

Uplift

~USD 9.4 mil

- Total Synergies per annum (USD ‘mil) -

13.8

21.8

3.0

9.4

0.7

6.0

12.0

3.3

70.0

48.7

21.3

Retail Corp. &

Bus.

Banking

(loan

synergies)

Retail Tranx

Banking

Retail

(Increase

avg. loan

size, active

card rates

etc.)

Revenue

Synergies

Managed

Attrition

Branch &

Call

Centre

Other

(G&A, Non-

retail

marketing,

etc.)

Cost

Savings

Total

12

Bottom-up validation: Average Run Rate Synergies of USD70.0M p.a

70.0 p.a.

Note:

Averages shown may not be reconcile due to rounding

Impact to PBT (2009 – 2011)

USD ’mil

15.923.5 24.5 21.3

35.6

49.161.6

48.7

0

20

40

60

80

100

2009 2010 2011 Average

Cost Savings Revenue Synergies

13

Estimated integration cost is US$90mil

90.30

35.50Less FY2008 BAU Budget released

125.80

37.0Other costs*

7.6Professional fees

26.4Branch Remodeling

54.8IT

US$ million

*Include communication, HR, relocation costs

14

CIMB Niaga Proforma Ratios – LDR, NPL & Loan Loss Coverage

161.20

109.0096.50 90.40

76.92 76.90 76.12 71.90 67.58

251.70

177.45

134.36

BCA BRI Danamon Lippo Mandiri Permata Mega BII Panin CIMB Niaga BNI Bank Niaga

68.8060.20 59.75

54.3046.74 43.60

79.3087.9788.1088.34

96.5692.44

Panin Bank Niaga BII Danamon Permata CIMB

Niaga

BRI BNI Lippo Mandiri Mega BCA

LDR

(%)

1.532.30

3.03 3.10 3.12 3.44 3.804.60

7.208.20

0.801.28

BCA Lippo Mega Danamon CIMB Niaga Panin BII BRI Bank Niaga Permata Mandiri BNI

NP

L r

ati

o

(%)

LD

R(%

)N

PL

rati

o(%

)L

oan

Lo

ss C

ov

era

ge

(%)

CommentaryCommentary

� Bank Niaga’s LDR will

reduce from 92.4% to

79.3%

� Ability to grow its loans

more aggressively


� NPL ratio will improve

due to Bank Lippo’s

good asset quality


� Coverage ratio of the

enlarged entity will

increase

� Bank Niaga will not

have to make additional

provisions

Note:

Company reports as at 31 December 2007

15

CIMB Niaga Proforma Ratios – NIM & Cost/Income

10.40

7.006.09 6.06 5.81 5.72 5.32 5.27 5.20 5.06 5.00

10.86

BRI Danamon Permata BCA Lippo Panin CIMB Niaga Bank Niaga BII Mandiri Mega BNI

NIM

64.0 62.856.0 52.7 49.8 49.0 47.9 47.4 47.0 46.3

79.2

64.6

Mega BNI Permata BII Lippo CIMB Niaga Bank Niaga BRI Danamon BCA Mandiri Panin

Co

st

/ In

co

me (

%)

NIM

(%)


� NIM of the enlarged

entity will increase with

lower COD and LDR


� Further decrease in CI

ratio expected from

potential synergies

Co

st/

Inco

me

(%)

16

Niaga-Lippo Diversifies BCHB Earnings

Geographic

CIMB-GK &

Overseas branches

Bank

Niaga

Domestic

81%

Overseas

19%

46%

54%

Domestic

73%

Overseas

27%

CIMB-GK &

Overseas branches

29%

71%

CIMB

Niaga

Treasury &

Investments

33%

GAM &

Insurance

4%

Bank Niaga

13%

Corporate &

Investment

Banking

35%

Consumer

Banking

15%

Consumer banking

12%

CIMB Niaga

25%

GAM & Insurance

2%

Treasury &

Investments

29%

Corporate &

Investment Banking

32%

Segmental

Before Niaga- Lippo

After Niaga- Lippo

BCHB Group FY07 contibution by PBT

BCHB Group FY07 contibution by PBT FY07 Proforma

FY07

17


KEY STRATEGIC IMPERATIVES AND OUTLINE OF BUSINESS PLAN

18

Key Strategic Imperatives for CIMB Niaga

Segregation of Product Groups from Sales & Distribution to drive customer centricity,

enhance cross-sell to all customer segments and improve utilisation and efficiency of sales

force

Retail BankingBusiness Banking

Corporate Banking

Treasury & FITransactional

BankingSyariahBanking

BranchesCorporate

Banking RMAlternate Channels

Consumer (Mass Market)

Consumer (Priority)

Business CorporateFinancial

Institutions

Product Groups

Sales & Distribution

Customer Segments

19


Retail Banking

Business Banking

Corporate Banking

• Focus on product innovation & bundling for consumer segment –

consumer finance, cards & personal loans (monoline), consumer

liability & wealth management; direct & tele-sales

• Leverage on branch network for distribution

• Focus on product innovation & bundling for SME and programmed

lending

• Enhance distribution reach by leveraging on branch network

• Focus on product innovation, bundling and distribution for loan

syndication, project financing, bilateral and structured lending

• Drive “universal banking” proposition through collaboration with CIMB

GK and CIMB Group

• Relationship Managers tailor and cross-sell full suite of products

20


Treasury & FI

• Treasury will play an active role in debt capital markets & syndication,

cross market trading, FX sales, derivatives, structured products and

balance sheet management – leverage on CIMB’s pioneering track

record to develop IDR bond market

• Financial Institution (FI) focuses on international banking (including

structured trade), clearing & settlement, securities services & clearing

and FI domestic network services

Transactional

Banking

SyariahBanking

• Focus on product innovation & bundling for cash management and

trade covering end-to-end value chain

• Leverage on branch network, Corporate Banking RMs, FI and

alternate channels for distribution

• Key to sustaining low cost of funds and funding customers “stickiness”

• Adopt “full leveraged” model – leveraging on capabilities of

conventional bank to accelerate product innovation & bundling and

minimise duplication

• Leverage on branch network for distribution – “dual banking” concept

• Leverage on CIMB Islamic’s capabilities as a global leading Islamic

investment bank

21


Branches

Corporate Banking RM

Alternate Channels

• Over 650 branches with good coverage nationwide – from Sumatera to

Irian Jaya (5th largest in Indonesia)

• Serves consumer (mass market & priority) and business customer

segments

• Supports “dual banking” concept to accelerate Syariah Banking growth

• Single point to offer complete “universal banking” solutions to

corporate customers – tapping on CIMB Niaga, CIMB GK and CIMB

Group offerings

• Over 1,400 ATMs (4th largest in Indonesia) and 7,500 EDCs

• Award-winning call center

• Consumer and corporate internet banking portals

• SST and mobile banking

22

Combined strengths – CIMB Group, Bank Niaga, Bank Lippo

IDR-denominated Market-Linked Deposit (MLD) marks a true manifestation of the

combined strengths of CIMB Group, Bank Niaga and Bank Lippo

To be launched on

21st July 2008

Joint distribution by

both Bank Niaga &

Bank Lippo

November 2007

IDR241bn sold

March 2008

IDR294bn sold

23

Combined strengths – Optimising combined branch network

Proper segmentation of the combined branch network will enhance sales & service

efficiency

647(1)Total

500

97

50

Estimated

Numbers

by SPD1(1)

Service

Officer

Branch

Manager

Senior

Branch

Manager

Head Of

Branch

Spoke Branch

– Focus more on selling/cross selling funding &

simple lending products

– Service all customer segments

Standalone Branch

Full Fledged Branch - for selected areas

– Focus more on consumer (mass market) and

commercial


Full Fledged Branch

– Sell all consumer (Mass and Affluent) and

commercial products


– Oversee sales/service of spoke branches

Branch Characteristic

< 200

200 ≤ B < 750

≥ 750

Branch Funding

& Lending

Portfolio

(IDR Bio)

Located across major cities

and scattered area

C

Mostly Located in scattered

area.

(i.e. Jawa Tengah, Indonesia

Timur)

B

Mostly Located in major cities.

(i.e. Jakarta, Surabaya,

Bandung, Medan)

A

GeographicalBranch

Type

(1) Excluding Syariah branches and Overseas branches

24

Combined strengths – Optimising combined branch network

Branches will offer full range of products and service offerings targeted at consumer (mass

& priority) and business segments

Placement of

Consumer Liability

Manager

Consumer Liability Officer

Credit Card Cross selling

by Customer Service

Placement of

Business Banking

Manager

Business Banking

Relationship

Manager

Business

Banking:

Funding & Lending

Transaction

Banking

Placement of

Service Manager

Tellers and CS

Counter transactions

& servicing

• Preferred Circle

• Business Banking

• Mass Market

Placement of

Navigator in Prime

branch

Customer Traffic

Management

Service Component

Placement of

QMS Machine

QMS

3 ATM

1 SST

1 I-banking Kiosk

EBC

Placement of

Consumer Finance

Manager

Consumer Finance

Officer

Mass Market

Consumer Finance:

Mortgage

Employee Benefit

Program

Auto Loan

Mass Market:

Funding

Bancassurance

Mutual Fund

Credit Card

Placement of

Preferred CircleManager

Preferred Circle

Relationship

Manager

Affluent:

Wealth

Management &

other products

Sales Component

Placement of

Consumer Liability

Manager

Consumer Liability Officer

Credit Card Cross selling

by Customer Service

Placement of

Business Banking

Manager

Business Banking

Relationship

Manager

Business

Banking:

Funding & Lending

Transaction

Banking

Placement of

Service Manager

Tellers and CS

Counter transactions

& servicing

• Preferred Circle

• Business Banking

• Mass Market

Placement of

Navigator in Prime

branch

Customer Traffic

Management

Service Component

Placement of

QMS Machine

QMS

3 ATM

1 SST

1 I-banking Kiosk

EBC

Placement of

Consumer Finance

Manager

Consumer Finance

Officer

Mass Market

Consumer Finance:

Mortgage

Employee Benefit

Program

Auto Loan

Mass Market:

Funding

Bancassurance

Mutual Fund

Credit Card

Placement of

Preferred CircleManager

Preferred Circle

Relationship

Manager

Affluent:

Wealth

Management &

other products

Sales Component

• Sell all consumer (Mass and Affluent) and commercial products

• Very aggressive capturing and converting of sales opportunities

• Showcases the full range of products and service offerings

• Placement of Senior Branch manager as Head of Branch to oversee overall sales and service in branch and related spoke branch

• Placement of Business Banking Manager and Consumer Liability Manager to oversee Business Banking RM and Consumer Liability Officer in branch and related spoke branch

• Placement of Preferred Circle Manager and Consumer Finance Manager in certain branch to oversee Preferred Circle RM and Consumer Finance Officer in branch

Attributes

Key Components

• Execute cross selling and referral by customer service

• Showcase EBCs supported by active transaction migration

• Features a “meet and greet” area, where customer’s needs are immediately identified and directed accordingly

• Placement of Service Manager to supervising branches in compliance with policies and other banking regulation and drive Cross Selling initiative at Branches

• Placement of Service Officer to oversee Customer Service in branch

25


UPDATE ON INDONESIAN ECONOMY / MARKET CONDITIONS

26

Indonesian Economic Scenario in 2008

2 major risks has emerged

A. Local Risk 1 : The Return of Inflation

- Higher energy and food prices level accelerate inflation to 11% by year end

2008 from 6.6% at the end of 2007

- GDP growth is forecast to increase to 6.1% for 2008 from a 6.3% increase in

2007

- Inflationary pressures likely to ease in 2009

B. Local Risk 2 : Higher Fiscal Deficit

- Higher global oil prices will sharply increase government’s fuel subsidies from

USD5 billion original cap to more than USD 10 billion in 2008

- Government wants to increase fiscal deficit from 1.1% of GDP in 2007 to 2.1%

in 2008 (before election year) by accelerating infrastructure program but

bloating energy and food subsidies could dominate budget

Source: National Statistic Agency

27

Source: National Statistic Agency, SCB forecasts

7.8

4.8

8.5

7.2

-2

8.8

6.9

2.5

5.9

4.9

5.8

7.5

7.5

8.9

7.2 7.3 7.5 8.2

7.8

4.9

-13.4

0.8

4.9

3.8 4.4 4.9 5.1 5.7

5.5 6.3

6.0 6.2

-15

-10

-5

0

5

10

15

1978

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008F

%

Asian financial crisis led

to economic and political

crises

Government devalued

IDR due to fall in world

oil prices

Pre-crisis average

growth rate of 6.5%

Historical GDP growth

Indonesian Economic Growth Rates – Approaching Pre-Crisis Average

28

Indonesian SUN

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

0 5 10 15 20 25 30 35

14-Jul-08 16-Jan-08

• Bond yields have risen considerably during the year

• Inflationary pressures is the underlying factor

• Bank Indonesia has year to date increased the benchmark rate by 75 bps

Indonesian Bond Yields

29

Conclusion

• 29% fuel price hike will have short term negative economic impact

• Weak investment climate in real economy is Indonesia’s major challenge

• Government committed to introduce investor-friendly reforms

• Indonesia has stronger economic fundamentals, now ten years after the Asian

financial crisis

• Political stability will ensure that Indonesia’s medium term outlook is positive

30


FINAL REMARKS

31

Final Remarks

• Merger is value creating for all stakeholders.

• For BCHB, the merger enhances earnings complexion from a geographical and

segmental stand point

• The merger strengthens medium term growth prospect in a core market for the

Group

• CIMB Niaga will be Indonesia’s 5th largest bank leveraging on the best of Bank Niaga

and Bank Lippo as well as CIMB Group’s regional platform.

• This deal is an essential and critical building block for our South East Asian

Universal Banking Franchise

32

TERIMA KASIH

Documents

Bank Niaga–Bank LippoMerger Analysts Briefing 17 July 2008 ......BRI BNI Lippo Mandiri Mega BCA LDR (%) 1.53 2.30 3.03 3.10 3.12 3.44 3.80 4.60 7.20 8.20 0.80 1.28 BCA Lippo Mega