Bank

The merger:

October 25, 2001

Agenda for the new millennium

2

Content

The merger

Transformation in the financial sector

ICICI group today - a virtual universal bank

Rationale for merger

Merger process

Conclusion

Summary of half yearly performance

ICICI

ICICI Bank

3

Technology

Transformation in the financial sector

… are bringing about a fundamental change in financial

sector business models

Globalization Liberalization

4

Emergence of integrated

universal banks

Demanding

and

sophisticated

customers

Globalization

Technological

innovation

Shareholder

returns

Change in business models

… as evidenced by the international precedents in

universal banking

5

Universal Banks

… many international players have realized the benefits

of universal banking

6

… all leading to the development of a more robust

financial system

The benefits

Economies of scale through volumes in

Operating costs

Technology deployment

Economies of scope

Large product suite

Cross-selling potential

Optimization of Human capital

Optimization of Financial capital

7

ICICI has harnessed some of the above

benefits by transforming itself into a virtual

universal bank over the last five years

8

ICICI group today - a virtual universal

bank

Retail Financial Services Corporate Financial ServicesInternet

•B2B

•Consumer

Finance Portals

•Web Trade

•Venture Capital

ICICI

ICICI Bank

ICICI Securities

ICICI Brokerage

ICICI Venture

ICICI Infotech

ICICI Lombard

ICICI

ICICI Bank

ICICI Capital

ICICI Prudential

ICICI Web Trade

ICICI PFS

ICICI Home

Technology Platforms

•Payment Gateway

•Customer Relationship

Management

•Financial Vertical

•Web Technologies

… based on key building blocks present across the

group

9

IC

IC

I g

ro

up’s

strateg

y fo

r su

ccess Building blocks

Human Capital

Speed Capital

Brand Identity

Organizational Values

Knowledge Capital

Technology Capital

The building

blocks

supplemented

by

organizational

changes have

created the

right

combination

for achieving

leadership

10

With these building blocks ICICI has built its

Strong brand identity

Technology enabled delivery channels

Largest network of ATMs in India

Highest number of Internet banking

registrations

Large product suite

Largest auto financier

Largest incremental issuer of cards

Credit cards, debit cards and ATM cards

Amongst the first banks in India to

commence lead generation for Insurance

products

ICICI’s leadership

11

Current operating environment

Blurring of boundaries amongst financial

intermediaries

Increasing competitive pressures

Universal banking provides competitive

advantages in the current environment

through

Large product suite

Diversified resource base

Economies of scale and scope

Optimization of Human and Financial capitals

… providing a strong business logic for merger of ICICI

and ICICI Bank

12

… having similar operating architecture, people and

processes. This merged entity is consequently well-

positioned to harness synergistic advantages and

thereby provide benefits to both ICICI and ICICI Bank

Strong complementary organizations

ICICI

•Large capital base

•Diversified and de-risked assets

•Strong brand

•Well established corporate

relationships

ICICI Bank

•Largest private sector bank

•Strong retail franchise

•Technology leader among banks

13

Benefits of merger

“Forward leap” in the hierarchy of Indian banks

A discontinuous jump in size and scale

Achieve size and scale of operations

Leverage ICICI’s capital and client base to increase

fee income

Higher profitability by leveraging on technology

and low cost structure

Offer a complete product suite with immense

cross-selling opportunities

ICICI’s presence in retail finance, insurance,

investment banking and venture capital

Access to the ICICI group’s talent pool

Bank

14

Benefits of merger

Improved ability to further diversify asset portfolio

and business revenues

Lower funding costs

Ability to accept/ offer checking accounts

Availability of float money due to active participation in

the payments system

Diversified fund raising due to access to retail funds

Increased fee income opportunities

Ability to offer all banking products

Bank

Merged entity would have key competitive advantages

and would be a more efficient provider of capital

15

Competitive advantages of the merged

entity

…after the merger, the combined entity would be the

second-largest bank in India, with an asset base of

over Rs. 1 trillion

Large capital

base

Extensive

customer

relationships &

strong brand

franchise

Complete

product

suite

Technology

-enabled

distribution

architecture

Low operating

costs

Vast

talent

pool

16

Merger process - highlights

Valuation

Independently appointed investment bankers

ICICI - JM Morgan Stanley

ICICI Bank - DSP Merrill Lynch

Jointly appointed independent accountant to

recommend the final exchange ratio

Deloitte, Haskins & Sells appointed

Recommended one share of ICICI Bank for two

shares of ICICI, which was approved by the

respective Boards

17

Merger process - highlights (contd.)

Transfer of ICICI’s shareholding in ICICI Bank

to an SPV prior to the merger

Divestment in FY2003 by way of appropriate

placement

Consolidation of retail operations

Merger of ICICI PFS and ICICI Capital Services

with ICICI Bank

18

Merger process - regulatory issues

Merger effective on

March 31, 2002 or the date of RBI approval,

whichever is later

Shareholders’ approval

High court approval

Accounting for the merger in line with

international best practices

Purchase method, mandatory under US

GAAP, to be adopted under Indian GAAP as

well

19

In conclusion

The merger will create a strong entity, which

will redefine banking in the highly competitive

era of globalization and liberalization

Bank

Summary of half yearly performance

21

ICICI: Summary performance (Indian

GAAP)

Q 2

F Y 0 1

Q 2

F Y 0 2

In c .

(% )

H 1

F Y 0 1

H 1

F Y 0 2

In c .

(% )

F Y 0 1

P ro fit b e fo re ta x 2 .7 7 3 .5 6 2 8 .5 5 .9 0 7 .4 2 2 5 .6 1 3 .9 1(1 )

P ro fit a fte r ta x 2 .5 4 2 .8 2 1 1 .0 5 .4 1 6 .0 8 1 2 .2 1 3 .5 1(1 & 2 )

T o ta l a s s e ts 6 8 4 .1 9 7 4 3 .7 1 8 .7 6 8 4 .1 9 7 4 3 .7 1 8 .7 7 3 4 .1 4

N e t N P A (% ) 7 .3 5 .2 - 7 .3 5 .2 - 5 .1

(Rs. in billion)

(1) After adding back accelerated provisions of Rs. 8.13 billion.

(2) Provision for tax for H1-FY02 has been made as per the new accounting standard on deferred taxation.

Profit to equity holders increased by 16% in H1-FY02 (net of

preference dividend payout)

22

ICICI: Summary ratios (Indian GAAP)

H 1(1 )

F Y 0 1

H 1(1 )

F Y 0 2

F Y 0 1(2 )

E P S (R s .) 1 3 .6 1 5 .5 1 7 .0

R e tu rn o n a s s e ts (% ) 1 .8 1 .8 2 .1

R e tu rn o n n e t w o r th (% ) 1 3 .5 1 4 .7 1 6 .4

O v e rh e a d s / N e t in c o m e fro m

o p e ra t io n s(3 )

(% ) 1 8 .5 1 4 .2 1 7 .4

O v e rh e a d s / A v e ra g e n e t a s s e ts (% ) 0 .6 0 .5 0 .5

(1) Annualized

(2) After adding back accelerated provisions and write-offs of Rs. 8.13 billion

(3) Net income from operations includes net fund-based income, fees & commissions and dividend income

23

ICICI: Consolidated profits (Indian

GAAP)

H 1

F Y 0 1

H 1

F Y 0 2

P ro fit a fte r ta x o f IC IC I 5 .4 1 6 .0 8

IC IC I’s s h a re o f in c o m e fro m

s u b s id ia r ie s /a ff i l ia te s 0 .6 7 1 .2 1

D iv id e n d e lim in a t io n (0 .3 6 ) (0 .3 8 )

C o n s o lid a te d p ro fit 5 .7 2 6 .9 1

21% increase in Indian GAAP consolidated profits

(Rs. in billion)

24

H 1

F Y 0 1

H 1

F Y 0 2

In c o m e b e fo re ta x 5 .3 3 5 .3 8

N e t In c o m e , a fte r c u m u la t iv e e ffe c t o f

a c c o u n t in g c h a n g e 4 .5 0 5 .0 1(1 )

T o ta l s to c k h o ld e r ’s e q u ity 7 3 .6 8 7 6 .9 1

T o ta l a s s e ts 6 8 5 .3 2 7 5 5 .8 8

ICICI: Consolidated profits (US GAAP)

(1) Net income, includes the cumulative effect of accounting change of Rs. 0.89 billion in

H1-FY02.

(Rs. in billion)

25

ICICI Bank: Summary performance

(Indian GAAP)

Q 2

F Y 0 1

Q 2

F Y 0 2

In c .

(% )

H 1

F Y 0 1

H 1

F Y 0 2

In c .

(% )

F Y 0 1

O p e ra tin g

p ro fit

5 8 5 .0 9 7 0 .0 6 6 .0 1 2 0 4 .0 2 3 5 6 .0 9 6 .0 2 9 0 2 .0

N e t p ro fit 3 0 1 .0 6 6 2 .0 1 2 0 .0 7 0 2 .0 1 3 1 4 .0 8 7 .0 1 6 1 1 .0

D e p o s its 9 7 2 8 3 .0 1 7 5 1 5 3 .0 8 0 .0 9 7 2 8 3 .0 1 7 5 1 5 3 .0 8 0 .0 1 6 3 7 8 2 .0

C u s to m e r

a s s e ts

6 3 2 4 2 .0 1 1 4 0 9 2 .0 8 0 .0 6 3 2 4 2 .0 1 1 4 0 9 2 .0 8 0 .0 1 0 7 5 6 0 .0

N e t N P A 8 4 5 .0 1 6 1 2 .0 9 1 .0 8 4 5 .0 1 6 1 2 .0 9 1 .0 1 5 4 4 .0

(Rs. in million)

26

ICICI Bank: Summary ratios (Indian

GAAP)

H 1

F Y 0 1

H 1

F Y 0 2

F Y 0 1

E P S (R s )(1 )

7 .1 3 1 1 .9 3 8 .1 3

R e tu rn o n a s s e ts (% )(1 )

1 .2 9 1 .3 7 1 .3 4

R e tu rn o n n e t w o r th ( % )(1 )

1 1 .8 5 1 9 .0 7 1 2 .9 8

M a rk e t s h a re in d e p o s its (% ) 0 .9 7 1 .5 2 1 .4 4

M a rk e t s h a re in c u s to m e r

a s s e ts (% )

1 .2 6 2 .0 1 1 .9 2

C o s t to in c o m e (% ) 5 1 .2 5 4 .1 5 3 .5

C a p ita l a d e q u a c y (% ) 1 7 .5 9 1 3 .0 0 1 1 .5 7

(1) Annualized

27

ICICI Bank: Income statement (US

GAAP)

H 1

F Y 0 1

H 1

F Y 0 2

N e t in te re s t in c o m e (a fte r

p ro v is io n fo r c re d it lo s s e s ) 1 5 0 5 .0 2 1 5 2 .0

N o n - in te re s t re v e n u e 3 6 7 .0 2 2 3 1 .0

N o n - in te re s t e x p e n s e 1 2 2 2 .0 2 7 9 2 .0

In c o m e b e fo re ta x 6 5 0 .0 1 5 9 1 .0

T a x 4 3 .0 4 5 6 .0

N e t in c o m e 6 0 7 .0 1 1 3 5 .0

(Rs. in million)

28

Safe Harbor

ICICI Limited and ICICI Bank expect to make available Notice of the Shareholders’

Meeting, a copy of the Scheme of Amalgamation and an Information Statement

to shareholders of ICICI Limited and ICICI Bank and the investors in each

company’s ADSs. These documents contain important information about the

merger. Shareholders and investors in the ADSs are urged to read these

documents carefully when they are available. Free copies of these documents

may also be obtained from ICICI Limited and ICICI Bank.

ICICI Limited‘s and ICICI Bank’s filings with the Securities and Exchange

Commission are also available to the public from commercial document-retrieval

services or from the website maintained by the SEC at www.sec.gov.

29

Safe Harbor

This presentation contains forward-looking statements based on the current

beliefs and expectations of ICICI Limited’s and ICICI Bank’s management and are

subject to significant risks and uncertainties. Forward-looking statements include

the information concerning possible or assumed future results of operations.

Actual results may differ from those set forth in the forward-looking statements.

These uncertainties include: the ability to obtain governmental and other

approvals of the merger on the proposed terms and schedule; the failure of ICICI

Limited and ICICI Bank shareholders to approve the merger or the failure of the

High Courts of Mumbai and Gujarat to approve the Scheme of Amalgamation;

the impact of the regulations applicable to banks under Indian law to which the

business being conducted by ICICI would for the first time become subject

consequent to the merger; the risk that the businesses will not be integrated as

swiftly as planned; the risk that the revenue synergies and cost savings from the

merger may not be fully realized or may take longer to realize than expected;

disruption of the merger making it more difficult to maintain relationships with

clients, employees or suppliers; the effect of economic conditions and interest

rates on a national, regional or international basis and market volatility in the

securities markets or foreign exchange rates or indices; the risk of new and

changing regulation in India and internationally; competitive pressures in the

financial services industries; and unfavourable political or other developments in

Indian or international markets.

30

Safe Harbor

These uncertainties may have an adverse effect on the results of our

operations, financial condition, liquidity and the price of our equity

shares and our ADSs. Additional factors that could cause ICICI

Limited’s and ICICI Bank’s results to differ materially from those

described in the forward-looking statements can be found in the 2001

Annual Reports on Form 20-F of ICICI Limited and ICICI Bank, filed with

the SEC and will be contained in the Information Statement.

31

Thank You