Mergers By ICICI

ICICI BANKS MERGER RECORD

1997: Takeover of ITC Classic Finance 1998: Takeover of Anagram Finance 2000: Merger with Bank of Madura 2002: ICICI and ICICI Bank merge 2005: Acquires Russias IvestitsionnoKreditny Bank 2007: Amalgamation of Sangli Bank

ICICI & ICICI BANK MERGER

Strong Complementary Organizations

ICICI ICICI BANK

Large Capital Base Diversified & De-risked Assets Strong Brand Well Established Corporate Relationships

Largest Private Sector bank Strong Retail Franchise Technology leader among Banks

Benefits of Merger

ICICI ICICI BANK

Forward Leap in the hierarchy of Indian Banks Achieve size & scale of operations Complete Product Suite with immense cross selling Access to the ICICI groups talent pool

Improved ability to further diversify asset portfolio and business revenues Lower funding costs Increased fee income opportunities

Merger Process Key Highlights

Valuation
Independently appointed investment bankers ICICI Morgan Stanley ICICI Bank DSP Merrill Lynch

Jointly appointed independent accountant to recommend the final exchange ratio

Deloitte , Haskins & Sells appointed Recommended 1 share of ICICI bank for 2 shares of ICICI which was approved by the respective boards.

Consolidation of retail Operations

Merger of ICICI PFS and ICICI Capital Services with ICICI Bank

Merger 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 also.

ICICI

ICICI Bank

Consolidated

BANK OF RAJASTHAN TO MERGE WITH ICICI BANK

Key points
Haribhakti & Co was appointed jointly by both the banks to assess the valuation Swap ratio of 25:118 (25 shares of ICICI for 118 shares of Bank of Rajasthan) i.e. one ICICI Bank share for 4.72 BoR shares Post-merger, ICICI Bank's branch network would go up to 2,463 from 2000.

 The deal, according to Ms Kochhar, would not increase ICICI Banks bad loan ratio. Analysis was done at the loans and advances, investments, properties and the deposit profile of Bank OF Rajasthan. The merger will be through an all-share deal, valued at about 30.41 billion rupees

 The NPAs record for Bank Of Rajasthan is better than ICICI Bank. For the quarter ended Dec 09, Bank Of Rajasthan recorded 1.05 percent of advances as NPAs, which is far better than 2.1 percent recorded by ICICI Bank. The deal, entered into after the due diligence by Deloitte, was found satisfactory in maintenance of accounts and no carry on of bad loans.

 The move to merge Bank Of Rajasthan with ICICI Bank comes in the wake of regulatory pressure mounted on the Tayals According to SEBI, Tayals hold nearly 55 per cent stake in the bank RBI slapped a fine of Rs 25 lakh on the BOR following violations related to know-your customer (KYC) guidelines, acquisition of immovable property, deletion of records in the banks IT system, irregularities in the conduct of accounts for certain companies and for failure to present documents to the regulator.