Merger of Icici Bank with Icici Ltd.

MERGER OF ICICI BANK WITH ICICI LTD. ICICI was formed in 1955 at the initiative of the World Bank, the Government of India and representatives of Indian Industry. The principal objective was to create a development financial institution for providing medium–term project financing to Indian businesses. In the 1990s, ICICI transformed its business from a development financial institution offering only project finance to diversified financial services group offering a wide variety of products and services, both directly and though a number of subsidiaries and affiliates like ICICI Bank. In 1999, ICICI became the first Indian company and the first bank or financial institution from non-Japan Asia to be listed on the NYSE. It is India’s second-largest bank with total assets of about Rs. 146,214 crore at December 31, 2004 and profit after tax of Rs. 1,391 crore in the nine months ended December 31, 2004 (Rs.1,637 crore in fiscal 2004). ICICI Bank offers a wide range of banking products and financial services to corporate and retail customers through a variety of delivery channels and through its specialized subsidiaries and affiliates in the areas of investment banking, life and non-life insurance, venture capital and assets management. ICICI Bank set up its international banking group in fiscal 2002 to cater to the cross border needs of clients and leverage on its domestic banking strengths to offer products internationally, ICICI Bank currently has subsidiaries in the United kingdom and Canada, branches in Singapore and Bahrain and representative offices in the United States, China, United Arab Emirates, Bangladesh and South Africa. ICICI Bank’s equity shares are listed in India on the Stock Exchange, Mumbai and the National Stock Exchange of India Limited and its American Depository Receipts (ADRs) are listed on the New York Stock Exchange (NYSE). ICICI Bank was originally promoted in 1994 by ICICI Limited an Indian financial institution and was its wholly–owned