Mumbai, Vadodara, January 19, 2001

Shareholders of ICICI Bank Limited approve the Scheme of Amalgamation

The shareholders of ICICI Bank Limited (NYSE Code : IBN) have, through the Poll conducted at their Fifth Extraordinary General Meeting held on January 19, 2001, unanimously approved the Scheme of Amalgamation of Bank of Madura Limited (BoM) with ICICI Bank Limited subject to the approval of the Reserve Bank of India (RBI) and such other statutory and regulatory authorities as may be required. The swap ratio has been fixed at 2 equity shares of the Bank for every 1 equity share of BoM.

The Bank would be seeking the approval of the Reserve Bank of India (RBI) in terms of Section 44A of the Banking Regulation Act, 1949. The Scheme would be effective from the date on which the RBI approves the Scheme or such other date as may be specified by the RBI by an order in writing. After the RBI accords its sanction to the Scheme of Amalgamation, the Board of Directors of the Bank would be fixing a Record Date for determining the shareholders of BoM who would be eligible for the shares of ICICI Bank Limited in exchange of the shares of BoM. BoM has 1,17,69,900 equity shares against which the Bank will have to issue 2,35,39,800 equity shares of the face value of Rs. 10/- each. The new shares to be issued would be listed at the stock exchanges in Vadodara, Mumbai, Chennai, Calcutta, New Delhi and the National Stock Exchange of India Limited.

Bhashyam Seshan
Phone : (91)-22-653 8420 or 653 7460
Facsimile : (91)-22-653 1167             
e-mail : bhashyams@icicibank.com

Except for the historical information contained in this Press Release, statements in this Press Release which contain words or phrases such as "will" 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 exposure to market risks as well as other risks detailed in the report filed by ICICI Bank Limited with the United States Securities and Exchange Commission. ICICI Bank undertakes no obligation to update forward-looking statements to reflect events of circumstances after the date thereof.