EXHIBIT 2.2
[LETTERHEAD OF ICICI BANK]
THIS LETTER AGREEMENT is made on April 1, 2002 BETWEEN:
(1) ICICI Bank LIMITED, incorporated in the Republic of India with is
principal executive office at ICICI Towers, Xxxxxx-Xxxxx xxxxxxx. Xxxxxx
000 000, Xxxxx (the "Company"); and
(2) BANKERS TRUST COMPANY of 0 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, Xxxxxx
Xxxxxx (the "Depositary").
WHEREAS,
(A) The Company and the Depositary have entered into a Deposit Agreement dated
March 31, 2000 (the "Deposit Agreement") in respect of ADRs representing
Shares of the Company (the "ADR Facility").
(B) Pursuant to Reserve Bank of India Guidelines published on 13 February 2002
(Two-way eligibility of ADRs/GDRs A.P. (DIR Series) Circular No. 21),
subject to certain restrictions, further Shares may be delivered into the
ADR Facility.
(C) By Letter Agreement dated February 19, 2002 (the "Agreement") the Company
and the Depositary have amended and supplemented the Deposit Agreement to
enable, subject to certain restrictions, further Shares to be delivered
into the ADR Facility.
(D) This Letter Agreement further amends and supplements the Agreement:
IT IS AGREED as follows:
1. The Company and the Depositary agree to amend the Agreement by addition of
the following clause as clause 3A:
"The obligations of the Company in its role as Issuer of the Shares as
described in the Deposit Agreement shall not be increased or enhanced by
the amendments and no further duty be imposed on the Company in its role
as issuer of the Shares by virtue of this Letter Agreement."
2. Incorporation of Deposit Agreement
This Letter Agreement shall be read as one with the Deposit Agreement, as
supplemented and amended from time to time, so that all references therein
to "this Agreement" shall be deemed to refer to the Original Deposit
Agreement as amended and supplemented by this Letter Agreement.
3. Governing Law
This Letter Agreement will be governed by and construed in accordance with
the laws of the State of New York and the terms of Section 7.06 of the
Deposit Agreement shall apply mutalis mutandis to this Letter Agreement.
In Witness whereof this Letter Agreement has been signed by or on behalf of
each of the parties hereto on the date first above written.
ICICI BANK LIMITED
By: /s/ Xxxxxxxx Xxxxxx
Company Secretary
BANKERS TRUST COMPANY
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
THIS LETTER AGREEMENT is made on February 19, 2002 BETWEEN.
(1) ICICI BANK Limited, incorporated in the Republic of India with its
principal executive office at ICICI Towers, Xxxxxx-Xxxxx Xxxxxxx, Xxxxxx
000 000, Xxxxx (the "Company"); and
(2) BANKERS' TRUST COMPANY of 0 Xxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, Xxxxxx
Xxxxxx (the "Depositary").
WHEREAS
(A) The Company and the Depositary have entered into a Deposit Agreement dated
March 31, 2000 (the "Deposit Agreement") in respect of American Depositary
Receipts (ADRs) representing equity shares of the Company (the "ADR
Facility").
(B) Pursuant to Reserve Bank of India Guidelines published on February 13,
2002 (Two way fungibility of American Depositary Receipts/Global
Depositary Receipts, A.P. (DIR Series) Circular No. 21), subject to
certain restrictions, further equity shares may be delivered into the ADR
Facility.
(C) This Letter Agreement amends and supplements the Deposit Agreement and has
been entered into to enable, subject to certain restrictions, further
equity shares to delivered into the ADR Facility.
IN IS AGREED as follows.
1 Interpretation
Save as expressly provided herein, terms defined in the Deposit Agreement
and the conditions shall, unless there is anything in the subject or
context inconsistent therewith, have the same meaning in this Letter
Agreement.
2 Amendment to Deposit Agreement and Conditions
Pursuant to Section 6.01 of the Deposit Agreement and Condition 21 of the
Conditions, the Company and the Depositary agree to amend the Conditions
by the addition of the following clause to the seventh full paragraph of
Section 2.02:
"and (v) subject to all applicable law and regulation then in effect, any
other Shares in issue".
The Depositary being of the opinion that such amendments are not
materially prejudicial to the interests of the Holders, such amendment
shall take effect on the date hereof.
For ICICI Bank Limited
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Company Secretary
-2-
3 Incorporation of Deposit Agreement
This Letter Agreement shall be read as one with the Deposit Agreement, as
supplemented and amended from time to time, so that all references therein
to "this Agreement" shall be deemed to refer to the Original Deposit
Agreement as amended and supplemented by this Letter Agreement.
4 Governing Law
This Letter Agreement will be governed by and construed in accordance with
the laws of the State of New York and the terms of Section 7.05 of the
Deposit Agreement shall apply mutatis mutandis to this Letter Agreement.
In Witness whereof of this Letter Agreement has been signed by or on behalf of
each of the parties hereto on the date first above written.
ICICI BANK LIMITED
For ICICI Bank Limited
By: Xxxxxxxx Xxxxxx
Company Secretary /s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Company Secretary
BANKERS TRUST COMPANY
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx Xxxx Xxxxxx
