integrating our strengths ...for progress annual report 2003 At Commerce Asset-Holding Berhad (CAHB), we continue to draw strength from our rich cultural heritage. This year’s annual report features traditional batik printing or better known as “batik cap”. An artform in itself, this enduring fabric printing method involves the merging of unique design motifs using different copper stamping blocks. Batik is today among the most prominent textiles decorating styles in Southeast Asia. With the same dedication and skill of a seasoned artist, CAHB perpetually strives to integrate its diverse capabilities in providing innovative and comprehensive financial solutions. All with the aim of creating value and making our mark as a well balanced financial services group with emerging regional presence. Commerce Asset-Holding Berhad (50841-W) five year group financial highlights performance charts Profit before tax Total assets Loans and advances 2003 2002 2001 2000 1999 RM million RM million RM million 1. Income (RM’000) (i) Profit before taxation and zakat 1,240,867 747,575 515,568 830,032 445,561 (ii) Net profit after taxation and minority interests+ 782,300 565,444 357,546 535,745 467,724 2. Balance Sheet (RM’000) Assets (i) Total assets excluding contra+ 97,933,977# 91,466,723# 74,642,055# 72,207,468# 68,273,798 (ii) Total assets including contra*+ 105,658,371# 98,591,949# 81,913,336# 79,098,983# 76,902,030 (iii) Loans and advances 54,496,898# 48,771,610# 42,214,908# 38,800,603# 32,437,523 Liabilities and Shareholders’ Funds '99 '00 '01 '02 '03 '99 '00 '01 '02 '03 '99 '00 '01 '02 '03 (i) Total deposits 71,505,038 69,068,298 55,109,043 53,732,092 51,739,586 446 830 516 748 1,241 68,274 72,207 74,642 91,467 97,934 32,438 38,801 42,215 48,772 54,497 (ii) Paid-up capital 2,628,960 2,586,290 1,184,647 1,183,312 1,159,136 (iii) Total shareholders’ funds+ 7,899,587 7,169,199 5,827,597 5,606,424 5,003,872 3. Per share (RM) (i) Profit before taxation and zakat 0.48 0.29 0.21^ 0.34^ 0.18^ (ii) Net profit after taxation Return on paid-up capital Total deposits Shareholders' funds and minority interests+ 0.31 0.22 0.15^ 0.22^ 0.19^ % RM million RM million (iii) Net tangible asset+ 2.92 2.66 2.31^ 2.23^ 2.00^ (iv) Gross dividend 0.10 0.05 0.06 0.06 0.06 4. Financial Ratios (%) (i) Return on paid-up capital+ 30.56 22.19 14.52^ 21.72^ 19.12^ (ii) Return on shareholders’ funds+ 9.90 7.89 6.14 9.56 9.35 # Based on new accounting * Including credit equivalent.^ Adjusted for Based on the weighted average number treatment for loans sold 1:1 bonus issue. of 2,560,177,518 (2002: 2,548,608,777) to Cagamas with + Adjusted for the effects ordinary share of RM1.00 each in Recourse by BNM. of prior year adjustments, issue during the financial year ended where applicable. 31 December 2003. '99 '00 '01 '02 '03 '99 '00 '01 '02 '03 '99 '00 '01 '02 '03 19.12 21.72 14.52 22.19 30.56 51,740 53,732 55,109 69,068 71,505 5,004 5,606 5,828 7,169 7,900 contents notice of annual general meeting 2 corporate social responsibility 51 statement accompanying • the Group that cares 52 notice of annual general meeting 4 • the commerce asset story - of people and principles 55 achievements & awards 5 • investor relations 56 corporate information 7 • CAHB Group 2003 calendar • corporate profile 8 of corporate events 57 • corporate data 10 corporate governance 65 • group corporate structure 11 • statement of corporate governance 66 • board of directors 12 • statement on internal control 70 • senior management 14 • audit committee report 72 • profile of the directors 15 • risk management 74 • profile of directors for major • additional compliance information 78 operating units of the group 18 • statement of directors’ responsibility 79 performance review 23 reports and financial statements 81 • group financial highlights 24 shareholders’ statistics 199 • group performance 25 properties of the Group 201 • financial calendar 26 the Commerce Group 210 • share performance 27 group directory 213 • chairman’s message 28 directory of BCB branches 217 • key business review 33 directory of Bank Niaga branches 227 • economic outlook 47 proxy form 2 commerce asset-holding berhad (50841-W) notice of annual general meeting Notice is hereby given that the Forty Seventh (47th) Annual General Meeting of Commerce Asset-Holding Berhad will be held at Nirwana Ballroom 1, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Monday, 19 April 2004 at 10.00 a.m. to transact the following business:- AGENDA 1. To receive and adopt the Audited Financial Statements for 8. Proposed renewal of the authority for the purchase of own the year ended 31 December 2003 and the Reports of the ordinary shares. Resolution 9 Directors and Auditors thereon. Resolution 1 “That, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time), the Company’s 2. To declare a first and final dividend of 5.0 sen less income tax Articles of Association and the requirements of the Malaysia and a special dividend of 5.0 sen less income tax for the year Securities Exchange Berhad (MSEB) and the approvals of all ended 31 December 2003 as recommended by the Directors relevant governmental and/or regulatory authorities, the payable on 12 May 2004 to shareholders registered in the Company be and is hereby authorised to purchase such Company’s books at the close of business on 26 April 2004. number of ordinary shares of RM1.00 each in the Company Resolution 2 as may be determined by the Board of Directors of the Company 3. To re-elect the following Directors who retire in accordance from time to time through the MSEB upon such terms and with the Company’s Articles of Association: conditions as the Board of Directors may deem fit and 3.1 Tan Sri Datuk Asmat Kamaludin Resolution 3 expedient in the interest of the Company provided that the 3.2 En Mohd Salleh Mahmud Resolution 4 aggregate number of ordinary shares purchased and/or held 3.3 Dr. Roslan A. Ghaffar Resolution 5 pursuant to this resolution does not exceed ten per centum 4. To approve the payment of Directors’ fees amounting to (10%) of the total issued and paid-up share capital of the RM60,000 per director per annum in respect of the year ended Company at any point in time and an amount not exceeding 31 December 2003. Resolution 6 the total retained profits of approximately RM641.4 million and/or share premium account of approximately RM1,786.7 million 5. To re-appoint PricewaterhouseCoopers as Auditors of the of the Company based on the audited financial statements for Company and to authorise the Board of Directors to fix the financial year ended 31 December 2003 be allocated by their remuneration. Resolution 7 the Company for the Proposed Shares Buy-Back AND THAT the 6. To transact any other ordinary business. ordinary shares of the Company to be purchased are proposed to be cancelled and/or retained as treasury shares and As special business: subsequently be cancelled, distributed as dividends or re-sold To consider and if thought fit to pass the following Ordinary on the MSEB AND THAT the Board of Directors of the Company Resolutions: be and are hereby empowered generally to do all acts and 7. Proposed renewal of the authority for the issue of new ordinary things to give effect to the Proposed Shares Buy-Back AND THAT shares. Resolution 8 such authority shall commence immediately upon passing of “That pursuant to Section 132D of the Companies Act, 1965, this ordinary resolution until: the Directors be and are hereby authorised to issue shares in i. the conclusion of the next AGM of CAHB in 2005 at which the Company at any time until the conclusion of the next Annual time such authority shall lapse unless by ordinary resolution General Meeting and upon such terms and conditions and for passed at that meeting, the authority is renewed, either such purposes as the Directors may in their absolute discretion unconditionally or subject to conditions; deem fit provided that the aggregate number of shares to be ii. the expiration of the period within which the next AGM issued does not exceed 10 percent of the issued share capital after that date is required by law to be held; or of the Company for the time being, subject always to the iii. revoked or varied by ordinary resolution passed by the approval of all the relevant regulatory bodies being obtained shareholders of the Company in a general meeting; for such allotment and issue.” 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 the MSEB and/or any other relevant authorities.” commerce asset-holding berhad (50841-W) 3 NOTICE OF BOOKS CLOSURE Notice is hereby given that the register of members will be closed from 27 April 2004 to 28 April 2004 (both dates inclusive) to determine shareholders entitlement to the dividend payment. The dividend, if approved will be paid on 12 May 2004 to shareholders whose names appear in the register of members and record of depositors on 26 April 2004.