The Board of Directors of ICICI Bank Limited (NYSE: IBN) has at its Meeting held in Mumbai today granted its in-principle approval for the amalgamation of The Bank of Rajasthan Limited (Bank of Rajasthan) with ICICI Bank, subject to due diligence and valuation by an independent valuer jointly appointed by both banks. The Board will consider the due diligence report and valuation report at a subsequent meeting. The proposal if approved by the Boards of both ICICI Bank and Bank of Rajasthan would then be placed before the shareholders of both banks for approval and would be submitted to Reserve Bank of India (RBI) for its consideration.

Bank of Rajasthan is a listed old Indian private sector bank with its corporate office at Mumbai in Maharashtra and registered office at Udaipur in Rajasthan. At March 31, 2009, Bank of Rajasthan had 463 branches and 111 ATMs, total assets of Rs. 172.24 billion, deposits of Rs. 151.87 billion and advances of Rs. 77.81 billion. It made a net profit of Rs. 1.18 billion in the year ended March 31, 2009 and a net loss of Rs. 0.10 billion in the nine months ended December 31, 2009.

ICICI Bank has entered into an agreement with certain shareholders of Bank of Rajasthan agreeing to effect the amalgamation of Bank of Rajasthan with ICICI Bank with a share exchange ratio of 25 shares of ICICI Bank for 118 shares of Bank of Rajasthan. This is based on an internal analysis of the strategic value of the proposed amalgamation, average market capitalization per branch of old private sector banks and relevant precedent transactions. The proposed amalgamation would substantially enhance ICICI Bank’s branch network, already the largest among Indian private sector banks, and especially strengthen its presence in northern and western India. It would combine Bank of Rajasthan’s branch franchise with ICICI Bank’s strong capital base. The valuation implied by the share exchange ratio as mentioned above is in line with the market capitalization per branch of old private sector banks in India. It also compares favourably with relevant precedent transactions. The final determination of the share exchange ratio is subject to due diligence, independent valuation and approvals as stated above.