Performance ReviewMay 3, 2002

AgendaICICI Bank today Retail banking Corporate banking & structured finance Merger process Financial performance

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ICICI Bank today

Large capital base Vast talent pool Low operating costs Technology focus Strong corporate relationshipsIndias largest private sector bank and one stop financial solutions provider with a diversified and de-risked business model

3

ICICI Bank today (contd.)

Diversified portfolioMarch 2001- Proforma merged March 2002- Merged5% 7% 23%

33%

Pro ject finance Co rp o rate finance Retail finance

12% 4% 12% 3% 36%

Reserves & cash Investments Other assets34% 8% 23%

Rs. 931.50 billion

Rs. 1,041.10 billion

the asset composition change on account of statutory requirements and increase in retail assets is contributing to de-risking the portfolio4

ICICI Bank today (contd.)

De-risked portfolioCapital adequacy ratio of 11.44% Net NPA ratio of 4.7% Fair valuation adjustment of Rs. 37.80 billion

(Rs. in billion)

Gross book Existing Fair value Total Coverage value provision provision provision Non-performing 69.18 34.66 9.02 43.68 63.1% loans Other loans 476.36 2.19 19.53 21.72 4.5% Mark-to-market of investments 9.25 Total fair valuation adjustment 37.80

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ICICI Bank today (contd.)ICICI Bank is well positioned to redefine the banking model by focussing on the untapped potential in the profitable retail business segments and leveraging its superior delivery capabilities and lower operating costs in the underserved corporate banking business

Retail banking

Corporate banking

Structured finance

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Benchmarking (contd.)Consumer loans / Total loans58.0% 36.0% 26.0% 8.0% 13.0%1.0% 9.0%USA - 51%

Mortgages / GDP

37.0%

13.0%

17.0%

India Thailand India Thailand

Malaysia Taiw an Taiwan M alaysia

Korea Korea

India India

Thailand Thailand

Korea M alaysia Taiw an Korea Malaysia Taiwan

Credit cards / Population121.9%USA - 235%

Other retail loans / GDP41.0%

82.4%

USA - 24%16.0% 17.0% 8.0% 0.8%

0.4%

2.8%

9.8%

India India

Thailand Thailand

Malaysia Taiwan M alaysia Taiw an

Korea Korea

In dia India

Thailand Taiw an Thailand Taiwan

M alaysia Malaysia

Kor ea Korea

Source: Salomon Smith Barney

Indias retail market is at a nascent stage and is expected to grow rapidly on account of the current trend in upward migration of household income levels7

Household segment migrationNo. of households (million)CAGR 48%6.8 22.9

~

2.1

1996 Rich (> Rs. 0.5 mn p.a.) Mass (Rs. 0.1-0.3 mn p.a.)

1999

2002

Mass affluent (Rs. 0.3-0.5 mn p.a.)

Source: 1996, 1999 data is from NCAER study for top 24 cities, 2002 data is estimated by ICICI Bank 8

ICICI Banks strategy to capture retail potentialStrong corporate relationships

Achieving leadership in retail financial services

Brand

Technology

the core of this strategy is our relentless focus on the customer and crossselling of products9

Operational excellence

Catalyzing cross-sell

Internet Banking

Call Centers

500 Outlets

1005 ATMs

Customized cross-selling by leveraging relationships, brand and technology

Fixed deposits Power Pay

Bonds Consumer loans

Life insurance Auto & home loans

Health insurance Credit & debit cards

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Operational excellencePrudent credit policies

Bolstered by a company wide 6 sigma initiative

Adequate fraud control

Rigorous collection mechanism

These measures have ensured that we have followed a cautious approach while maintaining high growth rates and profitability in all segments11

Our growth in retail (contd.)80 70 60 50 40 30 20 10 Outstanding loansGrowth rate 167% 79.86

Home loans grew at

5 1 .3 430.73

2 2 .1 25.15

8 .6 1

2 8 .5 2

230% in FY 2002 Amongst the leading providers of home loans in India Other retail loans grew at 130% in FY 2002

(Rs. in billion)

2000 2001 2002 H o m e lo ans Other retail lo ans

Home & others

Bank accounts

Credit cards

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Our growth in retail (contd.)Int e rn e t ba nk ing c us t o m e r s B a nk c us t o m e r a c c o unt s

5 4 3 2 10 .3 0 .1

5 .0

Bank accounts grew

(million)

3 .2

at 53% in FY 2002 Internet customer accounts grew at 100% in FY 2002 Comprised 25% of

bank accounts1 .2 0 .6 0 .6

Among top twelve

1999 2000 2001 2002

internet banks in the world

Home & others

Bank accounts

Credit cards5.0

13

Our growth in retail (contd.)N um be r of cre dit cards

0. 8Growth rate 100%

0.6

(million)

0. 50.3

0. 3

2000 2001 2002

Home & others

Bank accounts

Credit cards

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In summaryMortgages

Other retail loans

Credit cards

Nascent ICICI Bank analysis -

Developing

Matured

Commoditized

For mortgages & other retail loans: Nascent 30% of GDP. For credit cards: Nascent 50% penetration

We entered the retail market at the beginning of the growth stage and are now harnessing the untapped potential in all the profitable business segments

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Corporate banking and structured finance Maximize

value of client relationships technology to

Leverage

enhance

delivery

Strategy

capabilities Proactive

portfolio management

For efficient capital utilisation and lower balance sheet exposure

The aim is to provide state-of-the-art, low cost and efficient banking services, with a focus on increasing fee-based income Corporate Banking Structured Finance

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Corporate banking and structured finance Grow

market share in fee-based products and services4% 51%Corporate Retail

Fee market size

13%

Government Forex Overseas branches

14% 18%

Market size: Rs. 111.10 billion

Corporate Banking

Structured Finance

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Corporate banking and structured finance Corporate

Solutions Group

Reach the entire universe of current and potential clients (over 1300) and offer tailor-made solutions

Government

Solutions Group

Strategy

Develop comprehensive banking relationships with all central, state and local governmental entities

Small

& Medium Enterprises Group

Develop comprehensive banking relationships with small & medium sized enterprises leveraging corporate linkages Focus on agri-lending to help in compliance with priority sector norms

Corporate Banking

Structured Finance

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Corporate banking and structured finance Leverage

Strategy

expertise to facilitate loan origination and ensure sell down leading to Reduced concentration of risk Optimal risk-return trade-off pursue cross-sell opportunities for all ICICI group products

Aggressively

Significant opportunities for funding well-structured projects with in-built risk mitigation Corporate Banking Structured Finance

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Corporate banking and structured finance Infrastructure

Projects Group

Create a balanced portfolio across sub-sectorsTelecom, Power, Transportation, Urban Infrastructure

Strategy

Focus on non-fund based activities

Manufacturing

Projects Group

Consolidation and modernization in core sectorsCement, Steel, Textiles, Chemicals Oil & gas, Mining, Retail, Agri infrastructure

Structured opportunities in certain emerging sectors

Corporate Banking

Structured Finance

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Merger process

Obtaining

Challenges

regulatory approvals within a short timeperiod of 6 months with SLR & CRR requirements with directed lending norms

Compliance Compliance

Stipulated at 50% on residual net bank credit

Regulatory

Fair valuation of loans Merger accounting

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Merger process All

regulatory approvals obtained compliance with SLR & CRR requirements

Compliance status

Full

Raised Rs. 180.00 billion in 5 monthsWithout distortion of yield curve With minimal asset-liability mismatch

Directed

lending norms

Home loans of less than Rs. 1.0 million qualify for priority sector lending Innovative approach to agri-financing to meet priority sector objectives while mitigating credit risks Regulatory Fair valuation of loans Merger accounting

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Merger process Fair

valuation of loans done by Deloitte Haskins & SellsComprehensive review of credit rating methodology Robust approach to evaluation Examination

Valuation

of loan files and review of collateral Analysis of projections and restructuring schemes (if any) to estimate future cashflows

Discounted value of cashflows on the loan calculated to estimate the fair value Provisioning requirement ascertained by above process extrapolated to the balance portfolio

Equity

& related investment portfolio marked to

marketRegulatory Fair valuation of loans Merger accounting

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Merger processfor the merger under purchase method Fair valuation reflected through additional provisions Accounting

Best practices

Partly in ICICIs accounts prior to the Appointed Date Balance adjusted against ICICIs reserves transferred to ICICI Bank on the Appointed Date

Leading

to a Gross book Existing Fair value de-risked portfolio2.19

(Rs. in billion)

Non-performing loans Other loans 476.36 Mark-to-market of investments Total fair valuation adjustment

Total Coverage value provision provision provision 69.18 34.66 9.02 43.68 63.1% 19.53 9.25 37.80 21.72 4.5%

4.5% cover against the total performing portfolio Regulatory Fair valuation of loans Merger accounting

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Profit & loss statement1(Rs. in billion)

Interest income

Q4FY01 3.69 2.44 1.25 1.00 0.61 0.39 1.22 1.03 0.53 0.50

Q4FY02 6.77 5.33 1.44 1.77 0.99 0.78 1.84 1.37 0.80 0.57

FY01 12.42 8.38 4.04 2.20 1.71 0.49 3.34 2.90 1.29 1.61

FY02 21.52 15.59 5.93 5.75 2.83 2.92 6.23 5.45 2.87 2.58

Inc % 73.3 86.0 46.8 161.4 65.5 495.9 86.5 87.9 122.5 60.2

ICICI Bank25

Interest expense Net interest income Non-interest income - Core fee income - Trading gains Operating expenses Operating profit Prov. & contingencies Profit after tax

1. Includes operations of ICICI, ICICI PFS and ICICI Caps from the Appointed Date i.e., Mar 30, 2002.

Balance sheet: Assets(Rs. in billion)

FY01 Cash, balances with banks & SLR - Cash & balances with RBI & banks - SLR investments Advances Debentures & bonds Other investments Fixed assets Other assets Total assets

FY02 Standalone 77.06 286.14 35.94 41.12 70.31 30.70 10.05 3.84 5.40 86.48 199.66 48.32 28.25 4.62 4.35 10.06 381.74

FY02 Merged 357.64 129.71 227.93 470.35 75.41 55.58 42.39 39.73 1,041.10

ICICI Bank

197.36

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Balance sheet: Liabilities(Rs. in billion)

FY01 Net worth - Equity capital

FY02 Standalone 13.13 15.45 2.20 10.93 2.20 13.25 325.13 24.97 29.57 270.59 28.90 3.95 12.26 381.74

FY02 Merged 62.49 6.13 56.36 3.50 320.85 24.97 27.36 268.52 589.70 97.51 64.56 1,041.10

ICICI Bank

- Reserves Preference capital Deposits - Savings deposits - Current deposits - Term deposits Borrowings Of which: Sub-debt Other liabilities Total liabilities

163.78 18.81 26.22 118.75 12.00 1.68 8.45 197.36

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US GAAP: Income statement(Rs. in billion)

FY01 Interest revenue Interest expense 12.41 8.41 4.00 1.08 1.75 3.10 1.57 0.26 1.31

FY02 20.84 15.12 5.72 1.72 5.21 6.26 2.95 0.91 2.04

Inc. % 67.9 79.8 43.0 59.3 197.7 101.9 87.9 265.4 55.7

ICICI Bank28

NII Provision for credit losses Non-interest revenue Non-interest expense Income before tax Income tax & others Net income

US GAAP: Net income reconciliation(Rs. in billion)

FY2001 As per Indian GAAP Profit of ICICI, ICICI Capital & ICICI PFS for two days included under Indian GAAP Deferred taxation Provision for credit losses MTM on trading & AFS portfolio Premium & processing fee amortisation Business combination in respect of Bank of Madura merger Others Total adjustments as per US GAAP As per US GAAP 1.61 0.44 (0.40) (0.41) (0.10) 0.16 (0.30) 1.31

FY2002 2.58 (0.08) 0.21 0.10 (0.05) (0.34) (0.17) (0.21) (0.54) 2.04

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ICICI Bank

In conclusion

Having complied with all regulatory requirements, the merged entity, with an established brand and strong technology focus, is now well placed to harness the vast retail potential and consolidate its position in corporate banking to emerge as the leading financial solutions provider in India

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