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ICICI Bank was originally promoted in 1994 by ICICI Limited, an Indian Iinancial
institution, and was its wholly-owned subsidiary. ICICI's shareholding in ICICI
Bank was reduced to 46 through a public oIIering oI shares in India in Iiscal
1998, an equity oIIering in the Iorm oI ADRs listed on the NYSE in Iiscal 2000,
ICICI Bank's acquisition oI Bank oI Madura Limited in an all-stock amalgamation
in Iiscal 2001, and secondary market sales by ICICI to institutional investors in
Iiscal 2001 and Iiscal 2002. ICICI was Iormed in 1955 at the initiative oI the
World Bank, the Government oI India and representatives oI Indian industry. The
principal objective was to create a development Iinancial institution Ior providing
medium-term and long-term project Iinancing to Indian businesses.

In the 1990s, ICICI transIormed its business Irom a development Iinancial
institution oIIering only project Iinance to a diversiIied Iinancial services group
oIIering a wide variety oI products and services, both directly and through a
number oI subsidiaries and aIIiliates like ICICI Bank. In 1999, ICICI become the
Iirst Indian company and the Iirst bank or Iinancial institution Irom non-Japan Asia
to be listed on the NYSE.

AIter consideration oI various corporate structuring alternatives in the context oI
the emerging competitive scenario in the Indian banking industry, and the move
towards universal banking, the managements oI ICICI and ICICI Bank Iormed the
view that the merger oI ICICI with ICICI Bank would be the optimal strategic
alternative Ior both entities, and would create the optimal legal structure Ior the
ICICI group's universal banking strategy. The merger would enhance value Ior
ICICI shareholders through the merged entity's access to low-cost deposits, greater
opportunities Ior earning Iee-based income and the ability to participate in the
payments system and provide transaction-banking services. The merger would
enhance value Ior ICICI Bank shareholders through a large capital base and scale
oI operations, seamless access to ICICI's strong corporate relationships built up
over Iive decades, entry into new business segments, higher market share in
various business segments, particularly Iee-based services, and access to the vast
talent pool oI ICICI and its subsidiaries.


In October 2001, the Boards oI Directors oI ICICI and ICICI Bank approved the
merger oI ICICI and two oI its wholly-owned retail Iinance subsidiaries, ICICI
Personal Financial Services Limited and ICICI Capital Services Limited, with
ICICI Bank. The merger was approved by shareholders oI ICICI and ICICI Bank
in January 2002, by the High Court oI Gujarat at Ahmedabad in March 2002, and
by the High Court oI Judicature at Mumbai and the Reserve Bank oI India in April
2002. Consequent to the merger, the ICICI group's Iinancing and banking
operations, both wholesale and retail, have been integrated in a single entity.

ICICI Bank has Iormulated a Code oI Business Conduct and Ethics Ior its directors
and employees.