RASHID HUSSAIN BERHAD, RHB BANK BERHAD, UTAMA BANKING GROUP BERHAD AND CAHYA MATA SARAWAK BERHAD SIGN SALE AND PURCHASE AGREEMENT TO EFFECT MERGER OF RHB BANK BERHAD AND BANK UTAMA (MALAYSIA) BERHAD

• UBG to purchase Tan Sri Rashid""s entire stake in RHB
• Tan Sri Rashid to retire from RHB when merger completes
• Bank Utama attains anchor bank status via a merger with RHB Bank
• Propels Bank Utama from 11th place to 3rd largest commercial bank
• RHB to make partial Voluntary Offer for RHB Capital
• RHB Group to repay borrowings by RM1.2 billion
• RHB Group"s gearing reduced from 9.4X to 2.1X
• RHB Sakura to be privatised and to acquire securities businesses
• Win Win Win for All

Wednesday, 20 March 2002, Kuala Lumpur-Rashid Hussain Berhad ("RHB"), RHB Bank Berhad ("RHB Bank"), Utama Banking Group Berhad ("UBG") and Cahya Mata Sarawak Berhad ("CMS") today signed a Sale and Purchase Agreement to effect the merger of RHB Bank with Bank Utama (Malaysia) Berhad ("Bank Utama"). The details of the RHB Merger and Restructuring Scheme for the merger of RHB Bank and Bank Utama and the proposed group restructuring scheme of the RHB Group were also unveiled at a signing ceremony of the Sale and Purchase Agreement for Bank Utama attended by the representatives of Malaysian Resources Corporation Bhd, UBG, CMS and YBhg Tan Sri Dato"" Abdul Rashid Hussain, Executive Chairman of the RHB Group.

Tan Sri Rashid also signed a Sale of Shares Agreement today to sell his stake in RHB to UBG which will pave the way for UBG to become the single largest shareholder of the third largest banking group in Malaysia and for Bank Utama to grow at a quantum leap from its current 11th position. The sale of Tan Sri Rashid""s shares in RHB to UBG for RM6.00 per share will also facilitate the further institutionalisation of the shareholding structure of the RHB Group. Additionally, Bank Utama also attains anchor bank status via a merger with RHB Bank thus resulting in a successful conclusion to the Malaysian domestic banking consolidation program. Tan Sri Rashid will retire as Executive Chairman of the RHB Group following completion of the RHB Merger and Restructuring Scheme.

Upon completion of the RHB Merger and Restructuring Scheme, the RHB Group will see proforma Shareholders Funds increase from RM383.7 million to RM1.3 billion and borrowings reduce by RM1.0 billion resulting in an improvement in the gearing from 9.4X to 2.1X and to 1.1X after taking into consideration the conversion of the RHB ICULS. A turnaround in RHB""s performance is also expected given the indicative proforma Gross Earnings Per Share of 29.5 sen. The merged RHB/Utama Bank will have a proforma Risk Capital Adequacy Ratio of 12.5% above the Malaysian banking industry average of around 10 -11%.

Total assets of the merged RHB Bank / Bank Utama will increase from RM51.9 billion to RM60.5 billion, combined loans and advances will increase from RM36.2 billion to RM40.7 billion and deposits will increase from RM36.6 billion to RM42.6 billion.

Additionally, RHB Sakura Merchant Bankers Berhad ("RHB Sakura") will be privatised through a scheme of arrangement following which it will acquire RHB Capital""s securities businesses to create an investment banking group under RHB Sakura. As well, RHB Leasing Sdn Bhd ("RHB Leasing") will be acquired and merged with RHB Delta Finance Berhad ("RHB Delta Finance") to consolidate all of the RHB Group""s ""Asset Based Lending"" businesses under RHB Delta Finance.

Quote from Tan Sri Abdul Rashid Hussain, Executive Chairman, RHB

"Today marks a new beginning for the RHB Group. It is essential to have institutional shareholders to be able to drive and fund the next round of banking consolidation. A merger between RHB Bank and Bank Utama fulfills our goal to further institutionalise the shareholding structure of RHB. RHB now has long-term stability and a solid future as a leading Malaysian integrated financial services group."

"The sale of my shares to facilitate the entry of UBG is a natural evolution for the RHB Group and is the right solution for the RHB and UBG Groups and the Malaysian banking industry. The opportunity presented itself for the enhancement of the strength of the Group through the sale of my shares to UBG and to leave it in a stronger and healthier position. The timing was also right as a sustainable foundation has already been laid and the RHB Group is self-renewing."

"Through RHB""s Merger and Restructuring Scheme we have been able to substantially reduce the gearing of the RHB Group, from 9.4X to 2.1X and 1.1X if one takes into consideration the conversion of the RHB ICULS, via the repayment of Group borrowings by RM1.2 billion while at the same time increasing the RHB Group""s shareholders funds from RM383.7 million to RM1.3 billion, all of which will put the RHB Group in a significantly stronger financial position."

"The merger between RHB Bank and Bank Utama will benefit customers, employees and shareholders. Our analysis indicates the synergies and the complementary nature of the merger will result in minimal overlap of expertise, customers or employees. It also strengthens RHB Bank""s market share in East Malaysia and enhances our SME business in that key growth market. The merged RHB/Bank Utama""s branch strength will grow from 185 branches to 220 branches both in Malaysia and around the region. Total assets of the merged RHB/Bank Utama will increase to RM60.5 billion, loans and advances will increase to RM40.8 billion and deposits will increase to RM42.7 billion."

"In the meantime, it""s business as usual and I will remain as Executive Chairman of the RHB Group to see the merger through to completion. Following the completion of the merger, I will retire and the combined management teams of both RHB and UBG will lead the merged RHB/UBG Group into the future. I look forward to witnessing their success," says Tan Sri Abdul Rashid Hussain.

The four-step Merger and Restructuring Scheme effects the merger between RHB Bank and Bank Utama, streamlines and simplifies the RHB Group""s operations, enhances profit and cash flow and substantially degears the RHB Group. The RHB Merger and Restructuring Scheme also supports the Financial Sector Master Plan and has received the approval of the Minister of Finance and Bank Negara Malaysia ("BNM") and is subject to the approval of other regulatory authorities and the RHB Groups"" shareholders.

Highlights of the RHB Merger and Restructuring Scheme include:

Step One -Proposed Acquisitions by RHB Bank/RHB Delta Finance

RHB Bank will acquire 100% of Bank Utama from UBG for a subsequent merger of RHB Bank and Bank Utama. RHB will satisfy the indicative purchase consideration of RM1.6 billion on behalf of RHB Bank via a cash payment of RM700.0 million, RM463.5 million through the issuance of new RHB ICULS A which has a proposed conversion price of RM1.00 per share and RM436.5 million through the issuance of new RHB ICULS B which has a proposed conversion price of RM2.10 per share. The final purchase consideration will be based on 2.0X price to book value ratio of the agreed Net Tangible Asset ("NTA") of Bank Utama as the NTA determination date subject to a due diligence of the same. RHB Bank in turn will repay RHB via the issuance of Tier II sub-debt of equivalent value to RHB.

Also in Step One, RHB Delta Finance will acquire RHB Leasing for the purposes of consolidating all of the RHB Group""s ""Asset Based Lending"" businesses under RHB Delta Finance for a cash purchase consideration based on 1.1X the audited NTA of RHB Leasing as at the NTA determination date. Based on the audited NTA of RHB Leasing as at 30 June 2001, the indicative purchase consideration of RHB Leasing is approximately RM110.3 million.

As a further step towards rationalising the RHB Group structure, RHB Bank will also acquire RHB Capital""s 100% stake in RHB Capital Properties, which holds certain RHB Bank branch premises, for a cash purchase consideration based on the audited NTA of RHB Capital Properties as at the NTA determination date. Based on the audited NTA of RHB Capital Properties as at 30 June 2001, the indicative purchase consideration of RHB Capital Properties is approximately RM29.2 million.

Step Two - Proposed privatisation of RHB Sakura & acquisition of RHB Capital""s securities & securities related businesses by RHB Sakura

RHB Capital will undertake a privatisation of RHB Sakura via a Scheme of Arrangement to acquire the remaining 49% interest in RHB Sakura to be satisfied by RM2.00 cash and RM2.00 RHB Capital bonds for every one RHB Sakura share. The privatisation of RHB Sakura will simplify and streamline the RHB Group""s structure, enhance profit and cashflow to RHB Capital and in turn, RHB. Upon completion of the Scheme of Arrangement, RHB Sakura will be delisted from the Main Board of the KLSE.

Following the privatisation, RHB Sakura will acquire all the securities and securities related businesses from RHB Capital which include the 37% stake in Straits Asset Holdings which RHB Capital will first acquire from G.K. Goh Ltd, Rashid Hussain Asset Management Sdn Bhd, the 49% stake in RHB Unit Trust Management Berhad, Rashid Hussain Securities Sdn Bhd ("RHS") and other securities related businesses. It is also proposed for Straits Securities Sdn Bhd to be merged with RHS.

Step Three - Proposed partial Voluntary Offer of RHB Capital by RHB

RHB will undertake a partial Voluntary Offer ("VO") for RHB Capital by acquiring an additional 19.6% and 54.5% of RHB Capital shares and warrants respectively such that RHB will end up owning stakes of up to 75% in both the RHB Capital shares and warrants whilst maintaining the listing status of RHB Capital. The partial VO is proposed to be satisfied via a combination of new RHB shares and RHB ICULS B which is tentatively proposed to be 1 new RHB share together with RM1.00 ICULS B for every RHB Capital share held and 7 RHB shares for every 20 RHB Capital warrants. This is subject to such revisions as may be necessary which will be determined to take into account the then market price prior to the issuance of the Take-over Notice. Based on the latest market prices, the offer premiums for the RHB Capital shares and warrants are approximately 23.0% and 36.4% respectively.

The partial VO for RHB Capital will increase RHB""s shareholdings in RHB Capital to provide flexibility for RHB in its restructuring of its outstanding USD Exchangeable Bonds and improve the profit and cashflow streams to RHB as well as further institutionalise and strengthen the shareholding structure of RHB while maintaining the listing status of RHB Capital.

Step Four - Proposed repayment of borrowings by the RHB Group

RHB will reduce its borrowings by RM1.0 billion through the utilisation of RM1.0 billion of the RHB Bank Tier II sub-debt that it receives from Step One out of which RM800.0 million will be utilised to swap for and retire the existing outstanding RM800.0 million RHB Ringgit Bonds whilst the proceeds from the placement of a further RM200.0 million will be used to retire a portion of its existing short-term debt. Additionally, RHB Capital will also utilise RM200.0 million out of the cash inflow arising from the Merger and Restructuring Scheme to repay its lenders. Upon completion of the Merger and Restructuring Scheme, RHB""s shareholders funds will increase from RM383.7 million to about RM1.3 billion, with a reduction in net borrowings from RM3.6 billion to RM2.8 billion, thus improving the gearing from 9.4X to 2.1X, and to 1.1X if one takes into consideration the conversion of the RHB ICULS.

Win Win Win for All

RHB Shareholders

The existing shareholders of RHB will stand to benefit since the RHB ICULS A will be issued to UBG on the condition that UBG undertakes a Restricted Offer for Sale of the same to all the existing shareholders of RHB on a 1 for 1 basis. Given the low proposed conversion price of the RHB ICULS A of RM1.00 vis-a-vis the current market price of RM2.26 per share, the existing shareholders of RHB will stand to benefit from the Restricted Offer for Sale.

RHB Capital Shareholders and Warrant Holders The minority shareholders and warrant holders of RHB Capital will also stand to benefit from the partial VO as it will enable them to swap their RHB Capital shares and warrants respectively for RHB shares at indicative exchange prices which offer premiums of 23% and 36.4% respectively to the current prices of the RHB Capital shares and warrants.

RHB Sakura Shareholders

The minority shareholders of RHB Sakura will also stand to benefit since the privatisation of RHB Sakura is to be undertaken at a fair value of RM4.00 per share which is at premium to the current market price of RM3.36 per share.

RHB Group Lenders

The RHB Merger and Restructuring Scheme has also taken into account the interests of the lenders of the RHB Group.

Further details of the RHB Merger and Restructuring Scheme are attached in the Announcement to the KLSE and are also available on the KLSE website.