Mumbai, January 31, 2002

ICICI shareholders approve merger

A meeting of the equity shareholders of ICICI Limited (NYSE: IC) was held on January 30, 2002 at Mumbai (India) in terms of the order of the High Court of Judicature at Mumbai (the Court), to consider the Scheme of Amalgamation (the Scheme) of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited (NYSE: IBN). In terms of the order of the Court, the approval of the shareholders for the Scheme was sought through the process of ballot. The Scheme was approved by an overwhelming majority of 99.9 per cent of the votes polled by shareholders present and voting at the meeting.

The Scheme was earlier approved by the shareholders of ICICI Bank at their meeting held on January 25, 2002 at Vadodara. The Scheme is further subject to the approval of the High Court of Judicature at Mumbai, the High Court of Gujarat at Ahmedabad, Reserve Bank of India and such other authorities as may be required. The Scheme would come into effect from the date on which the Reserve Bank of India's approval becomes effective or the Effective Date of the Court order, whichever is later.

Forward-Looking Statements
Except for the historical information contained herein, statements in this release which contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions may constitute "forward-looking statements". These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to our ability to successfully implement our strategy, future levels of non-performing and restructured loans, our growth and expansion, the adequacy of our allowance for credit losses, technological changes, investment income, cash flow projections, our exposure to market risks as well as other risks detailed in the reports filed by ICICI Limited with the Securities and Exchange Commission of the United States. ICICI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

For further press queries please contact:
ICICI: Mr Charudatta Deshpande
Head Corporate Communications,
Tel: 022-26538208
Fax: 022 26531116
email: charudatta.deshpande@icicibank.com