1 14:00/15:15- Panel 2 Mergers & Acquisitions between India and Europe

2 Chairperson: R. SANKARAN, Advisor, Rothschild India Sanjay BHANDARKAR, Managing Director, N M Rothschild & Sons (India) Sanjay BHANDARKAR, Managing Director, N M Rothschild & Sons (India) Kalpesh KIKANI, Senior General Manager, ICICI Bank Kalpesh KIKANI, Senior General Manager, ICICI Bank Tim THOMAS, Chief Operating Officer, Bharti AXA Life Insurance Co. Tim THOMAS, Chief Operating Officer, Bharti AXA Life Insurance Co. 14:00/15:15- Panel 2

3 India Europe Connexion Sanjay BHANDARKAR Managing Director N M Rothschild & Sons (India)

4 GDP Growth rate amongst the highest in the world Clocked at 8.4% last year and estimated c.9 % for the current year 5th largest nation in the world in PPP terms ( 3 tn)* Per Capita GDP (PPP) : 2,720* Growth spurt led by manufacturing and service sectors Highest FII inflow amongst emerging Asian economies in CY06 ( 6.2bn) FDI Inflows at 5.5bn in FY 06 (40% YoY growth) Among the four fastest developing BRIC economies in the world Population of over 1bn with 54% less than 25 years old India An Overview Note * - As of 2006 est

5 Has one of the most developed capital markets among emerging countries Only BRIC country with Market Cap. higher than GDP 115 companies with a Market Cap. greater than 1bn (As of 15 th May 2007) Substantial PE interest Indian corporates have made aggressive cross-border acquisitions backed by Funding from investors, hedge funds and banks Government pursuing progressive liberalization and easing of FDI norms 100% FDI allowed in most infrastructure sectors India Developed Capital Market Capital markets Foreign attractiveness Source A T Kearney Study 2005 Source Rothschild analysis Note Indices rebased to 100

6 The Indian Multinational A steel company in UK, an oil & gas explorer in Norway, a generic drug manufacturer in Germany; all have one thing in common - they are all flying the Indian tricolor Value of outbound deals larger than inbound In Jan-March 2007, 40 out-bound deals with a total value of 15bn Led by Tata-Corus, Hindalco- Novelis, Aban-Sinvest Companies looking to expand their product portfolio, access new markets, technologies From regional to global player Indian Companies Going Abroad

7 Indian companies on a massive acquisition spree in past 2 years Led by Iron and Steel, Energy and Pharmaceutical sectors More outbound deals than inbound deals in 2006 in value terms Largest portion of outbound acquisitions in Europe (42%) followed by North America (24%) Tata Corus deal represents largest ever acquisition by an Indian company Indian Acquirers European Targets Source: Thomson Financial Note:1) 2007 figures are YTD 2) All completed Deals only

8 Indian Acquirers European Targets Sectoral Split Source: Merger Market, Rothschild analysis Note:1) Includes all announced deals from 2004 till 2007 YTD 2) Excludes Tata Corus deal Iron & Steel Tatas 9.5bn acquisition of Corus Group PLC Energy Aban Offshores 1.1bn acquisition of Sinvest ASA, an oil & gas E&P company Suzlon Energy is currently in the process of acquiring German based REpower Systems Has placed a competitive bid of 710m Pharma & Biotech Dr. Reddys 577m acquisition of German pharma major betapharm GmbH Ranbaxy Laboratories acquired Romanian based Terapia SA for 270m

9 Indian Acquirers European Targets Top 10 Deals (2005 2007YTD) Source: SDC, Merger Market, Rothschild analysis

10 European investment in India constantly on the rise Majority of inbound investments seen in Telecom, IT and Financial Services sectors Vodafones recent acquisition of Hutchs 67% stake in Hutchison Essar Largest ever acquisition by a foreign company in India European Acquirers Indian Targets Source: Thomson Financial Note:1) 2007 figures are YTD 2) All completed Deals only

11 Sectoral Split Source: Merger Market, Rothschild analysis Note:1) Includes all announced deals from 2004 till 2007 YTD 2) Excludes Vodafone Hutchison Essar deal Telecom Vodafones 10.5bn announced acquisition of Hutchs 67% stake in Hutchison Essar In 2005, Vodafone also picked up 6% stake in Bharti Airtel for 686m Mining UK based Vedanta Resources recent announced acquisition of 71% stake in Sesa Goa for 972m Cement Swiss cement major, Holcim picked up 20% stake in Gujarat Ambuja Cement for 466m European Acquirers Indian Targets

12 Top 10 Deals (2005 2007YTD) Source: SDC, Merger Market, Rothschild analysis Note *- Through its Indian Subsidiary, Mysore Breweries European Acquirers Indian Targets

13 Cross border activity on a continuous rise Number of cross border deals increased from 60 in 2004 to 266 in 2006 A significant proportion of M&A activity (in terms of volume) was done by mid cap companies Number of Indian companies that are able to do major acquisitions abroad is growing constantly In the first few months of 2007, Indian M&A crossed 26bn led by large cap companies like Tata, Suzlon, Hindalco (Birla group) Easy availability of debt for acquisition financing Inbound acquisitions constrained by limited availability of high quality companies In Conclusion

14 Advised Tata Steel on 9.3bn acquisition of Corus Group Advised Dr Reddys 577m acquisition of betapharm Advised Azure on 113m sale to Subex Systems 1.4bn Dabhol power project Daewoo automobile plant in India Air Deccan, first Indian LCC Radio Mirchi, first private FM channel Radha Krishna Foodland, first food distribution deal Lanco Amarkantak power project, first coal based IPP in India Rothschild India Office Entertainment Network (I) Ltd. Financial Adviser on fund raising 2002 2004 Foodland US$25m private equity infusion from Warburg Pincus Advised on induction of financial partners in 600 MW coal based Amarkantak Power Project 2006 Lanco Group Air Deccan Raising US$40m private equity from ICICI Ventures and Capital International 2005 ICICI IDBI EXIM Advised Indian Lenders to Daewoo Motors (India) on the monetisation of assets ICICI, IDBI, SBI US$1.9bn disposal of assets of Dabhol Power Company to Ratnagiri Gas & Power Pvt Ltd (a JV between NTPC and GAIL) 2005 2007 Tata Steel Advised on US$ 11.9bn acquisition of Corus Group plc 2006 Dr. Reddys Laboratories Advised on the US$576m acquisition of Betapharm, Germany 2006 Azure Solutions Advised controlling shareholders on their US$ 140m disposal of shareholding to Subex Systems through a GDR issuance

16 India-Europe M&A Kalpesh KIKANI Senior General Manager ICICI Bank

17 Agenda M&A activity in India Trends in Indian outbound M&A Considerations in European deals

18 Increased corporate activity Indian corporates aspiring to become market leaders in their business segments not only in India but also globally Growth drivers Strong growth in demand leading to increased utilisation of existing capacity Product portfolio and service offering enhancement Access to new technology and markets Derisking the business aided by easier access to capital supply

19 Increased access to capital reflecting in the sharp increase in M&A activity in the recent past Private EquityDomestic Public issue ADR/ GDR issueECB/ FCCB issue

20 USD billion Share of India in global market M&A activity in India Value of Indian deals grew at a CAGR of 140 % from USD 8.3 bn in CY04 to USD 47.4 bn in CY06 ICICI Bank was involved in USD 16.5 billion worth of deals in CY06 Outbound M&A deals till March was USD 8.8 billion in 2007 Estimated total outbound M&A projected to be more than USD 35.0 bn in 2007 This appears to be just the beginning of the M&A wave in India * 2007 figure is estimated Source : Bloomberg

21 India-Europe M&A Europe represents the region with the largest number of acquisitions from India Indias share of outbound deals originating from Western Europe has increased from 5.0% to 8.5% between CY04 and CY06 In value terms it has increased from USD 0.7 billion (CY04) to USD 3.1 billion (CY06)

23 Explosive growth India's M&A has grown by 150%, next only to France and Hong Kong, each of which achieved more than 200% growth More than 80% of large Indian companies are exploring the M&A option to grow India is second largest investor in the UK, with investments of around USD 2.0 billion (2005 - 2006) Notable Deals in Europe Aban Offshore acquires Sinvest, Norway for USD 1.3 billion (2007) Tata Steel acquires Corus for USD 12.8 billion (2006) Ranbaxy acquires Terapia for USD 324.0 million Suzlon acquires Hansen, Belgium for USD 565.0 million (2006) Dr Reddy's Lab. acquires Betapharm for Euro 480.0 million (2006) Reliance acquires Flag Telecom for USD 207.0 million (2003) Tata Tea acquires Tetley Tea for USD 430.0 million (2000)

24 Increasing leverage Total Debt on target/EBITDA levels increased from 4.93 (2005) to 5.28 (2006) Senior Debt/EBITDA levels also increased from 3.92 (2005) to 4.21 (2006) Debt/EBITDA Target Debt/EBITDA levels in Western Europe

25 Pricing Trends (W Europe) Source : LoanConnector Downward trend in Average Margins Average Margins in 2006 : 238 bps (247 bps in 2005)

27 Key considerations in deal structuring From a lenders perspective Key challenge is to get direct access to cashflows/assets of target (based in Europe) Regulations differ across countries in Europe UK has a whitewash procedure Such is not available in other geographies

28 Financial Assistance in Europe CountryBelgiumFranceGermanyItalyNetherlandsSpain Financial Assistance Permitted? No Exceptions? Very limited, none relevant Refinancing may be OK if entirely separate NoneNone for AG & subsidiaries Other common forms of entity (e.g. GmbH) not covered None relevant Merger with target may be allowed None for NV or subsidiaries BV can give loans up to distributable reserves None relevant

29 Key messages Indian clients are increasingly looking at acquisitions for growth The confidence level has increased and these companies are not shying away from acquisitions of much larger companies Requirements of Indian clients are not necessarily same as for corporates in other geographies Hence, solutions need to be tailored for Indian requirements All key decision makers in ICICI Bank are based in Mumbai, thereby enabling quicker turn around in case of last minute changes in structure/ quantum of financing ICICI Bank knows the people who are driving the acquisitions in India and thus in critical situations has the ability to look beyond numbers

30 Recent Transactions Acquisition Hansen Technologies USD 565 million Structuring & Financing Acquisition of 30% stake in Energy Brands Inc. USD 712 million Structuring and Lead Arranger Acquisition of Thomson SAs CPT plants USD 283 million Structuring & financing Acquisition of Carbogen Amcis USD 75 million Structuring & Financing Acquisition of West Asia Drilling N.V. USD 33 million Structuring & Financing Acquisition of Amann Holdings Euro 35 million Lead Arranger Acquisition of Pinewood USD 118 million Sole advisor and arranger Acquisition of Sinvest A.S.A USD 800 million Structuring & Financing

31 Recent Transactions Acquisition of Keyline Brands GBP 18 million Sole Arranger Acquisition of 20.2% stake in Great Lakes Carbon, US USD 101 million Sole advisor and arranger Acquisition of Typhoo Tea GBP 80 million Sole advisor and arranger Acquisition of Typhoo Tea GBP 80 million Sole advisor and arranger Acquisition of spirits business of Shaw Wallace USD 300 million Advisor Acquisition of spirits business of Shaw Wallace USD 300 million Advisor Acquisition of a South African tyre manufacturer USD 62 million Guarantee facility Acquisition of Tashkent Toytepa Textiles USD 103 million Structuring & Financing Acquisition of DCS Software GBP 12 million Sole Arranger Employee buyout of Tata Tea plantations USD 13 million Advisor

32 Thank You

34 Indian Market Entry Experience Tim Thomas Chief Operating Officer Bharti AXA Life Mumbai Wednesday, May 16, 2007

35 1.0 Market entry - a phased approach Pre- launch and the 'start- up' phase preparation Regulatory license approvals Launch comms Manpower recruitment Sales force training, compensation and recruitment Launch sales incentive programs/KPI tracking Lead generation management Establish JV committees Establish the viability of commencing a project to detail India market entry Confirm scope, plan, and deliverables Draft critical success factors Agree project governance Desk top data research Initial view of potential in market First filter of potential strategic partners Strategy formulation for market entry into India and detailed business case examining viable entry options Assess critical success factors for entry options Evaluate potential partners interest and suitability and define preferred partner list Joint Venture and structuring options Evaluation of entry model options and optimal business model recommendation Financial modelling and high level business case Finalise partner negotiations, JV structuring and preparation of legal agreements Detailed operational design (partner specific) Marketing plan Implementation planning covers: process, systems, infrastructure and back office, branch roll-out Business planning and financials Reporting and governance Appoint key executives Establish a project team on the ground in India, consisting of AXA secondee, advance hire, implementation partners and external resources Finalise partner selection for Management Board endorsement Develop regulatory relations Develop high level target operational model Finalise advance hires short list Phase 1 Desk top analysis Apr-Jul 2004 Phase 2 Strategy & business case Aug-Dec 2004 Phase 3 Partner selection & planning Jan-May 2005 Phase 4 JV execution and operational design Sep 05-Mar 06 Phase 5 Implementation Oct 05-Aug 06 Launch Aug 06

36 Thank you

Documents

1 14:00/15:15- Panel 2 Mergers & Acquisitions between India and Europe