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US$ 340,000,000 Jpmorgan Merrill Lynch International

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US$ 340,000,000 Jpmorgan Merrill Lynch International OFFERING MEMORANDUM CONFIDENTIAL US$ 340,000,000 ICICI Bank Limited, acting through its Bahrain branch 7.25% Perpetual Non-Cumulative Subordinated Debt Securities Issue Price: 99.324% We, ICICI Bank Limited, acting through our Bahrain branch, are issuing US$ 340,000,000 7.25% Perpetual Non- Cumulative Subordinated Debt Securities. The securities will have no fixed maturity date. The securities will be perpetual securities and not subject to any mandatory redemption provisions. The securities will be redeemable, however, on the First Call Date (as defined herein) or any Interest Payment Date (as defined herein) thereafter in whole, but not in part, subject to certain conditions (see “Description of the Securities — Optional Redemption”) at our option at the Base Redemption Price (as defined herein). The securities are also redeemable at our option following the occurrence of a Regulatory Event (as defined herein), subject to certain conditions (see “Description of the Securities — Redemption upon a Regulatory Event”), in whole but not in part (i) at any time before the First Call Date at a price equal to the greater of (x) the Make Whole Amount (as defined herein) and (y) the Base Redemption Price or (ii) at any time on or after the First Call Date at the Base Redemption Price, all as more fully described herein under “Description of the Securities — Redemption upon a Regulatory Event”. Interest on the securities will accrue from and including August 24, 2006 and will be payable semi-annually in arrears on April 30 and October 31 of each year, commencing on April 30, 2007. See “Description of the Securities — Interest”. The securities will be unsecured and subordinated obligations. Approval-in-principle will be obtained for the listing of the securities on the Singapore Exchange Securities Trading Limited, or the Singapore Exchange. The Singapore Exchange assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained in this offering memorandum. Admission of the securities to the Official List of the Singapore Exchange is not to be taken as an indication of the merits of ICICI Bank or the securities. Investing in the securities involves risks. See “Risk Factors” beginning on page 18 for a discussion of risks relevant to an investment in the securities. The securities have been assigned a rating of “Baa2” by Moody’s Investors Service, Inc., or Moody’s and a rating of “BB-” by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or S&P. The rating addresses our ability to perform our obligations under the terms of the securities. A rating is not a recommendation to buy, sell or hold the securities and may be subject to suspension, reduction or withdrawal at any time by Moody’s or S&P. A suspension, reduction or withdrawal of the rating assigned to the securities may adversely affect the market price of the securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the Securities Act, or the securities laws of any other jurisdiction and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the securities are being offered and sold only (i) in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and (ii) outside the United States to non-US persons in compliance with Regulation S under the Securities Act. For a description of certain restrictions on resales and transfers, see “Transfer Restrictions”. It is expected that the securities will be ready for delivery in book-entry form only through The Depository Trust Company, or DTC, Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anonyme, Luxembourg, or Clearstream, Luxembourg, and their respective participants, on or about August 24, 2006. Joint Lead Managers and Bookrunners JPMorgan Merrill Lynch International Morgan Stanley 1 The date of this offering memorandum is August 17, 2006. 2 TABLE OF CONTENTS Page Available Information....................................................................................................................................... iv Enforceability of Civil Liabilities...................................................................................................................... v Forward-looking Statements............................................................................................................................. vi Summary............................................................................................................................................................ 1 Risk Factors....................................................................................................................................................... 18 Use of Proceeds................................................................................................................................................. 30 Capitalization..................................................................................................................................................... 31 Selected Financial Data..................................................................................................................................... 32 Management’s Discussion and Analysis of Financial Condition and Results of Operations........................... 41 Business............................................................................................................................................................. 76 Overview.................................................................................................................................................. 76 History...................................................................................................................................................... 77 Strategy.................................................................................................................................................... 77 Shareholding Structure and Relationship with the Government of India................................................ 78 Overview of ICICI Bank’s Products and Services.................................................................................. 79 Treasury................................................................................................................................................... 84 Insurance.................................................................................................................................................. 86 Asset Composition and Classification..................................................................................................... 86 Funding.................................................................................................................................................... 96 Risk Management.................................................................................................................................... 99 Market Risk.............................................................................................................................................. 103 Technology.............................................................................................................................................. 114 Employees................................................................................................................................................ 116 Properties................................................................................................................................................. 116 Competition.............................................................................................................................................. 117 Legal and Regulatory Proceedings.......................................................................................................... 118 Description of the Bahrain Branch.................................................................................................................... 121 Management...................................................................................................................................................... 122 Overview of the Indian Financial Sector........................................................................................................... 137 Supervision and Regulation............................................................................................................................... 148 Description of the Securities............................................................................................................................. 171 Form, Denomination and Transfer.................................................................................................................... 182 Taxation............................................................................................................................................................. 188 United States ERISA Considerations...............................................................................................................
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