© infosys technologies limited 2002-2003 2 this presentation is intended only for indian equity...

© Infosys Technologies Limited 2002-2003 2

THIS PRESENTATION IS INTENDED ONLY FOR INDIAN EQUITY SHAREHOLDERS OF

INFOSYS TECHNOLOGIES LIMITED AND NOT THE PUBLIC AT LARGE

© Infosys Technologies Limited 2002-2003

Sponsored Secondary ADR Program

Sponsored Secondary ADR Program

© Infosys Technologies Limited 2002-2003 4

What it means?What it means?

» Conversion of existing domestic equity shares into ADRs

» Allows shareholders in India to convert and sell their equity shares in the US market and realize the proceeds, net of issue expenses

» There will be no additional issue of any equity shares by the company

» No money will accrue to the company out of this issue

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What happened till date….What happened till date….

» Applied to the Government of India in 1997 to allow conversion of domestic shares into ADRs, as part of our initial application to list in the United States

» Government of India issued guidelines for conversion programs in March 2001

» Reserve Bank of India issued operating guidelines in November 2002

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Board approvalBoard approval

The Board met in December 2002 and approved the following:

» Sponsorship of an ADR issue in the range of 2mn to 3mn shares (equivalent to 4mn ADRs to 6mn ADRs)

» Formation of Board committee to approve the sponsorship program

» That the pricing will be determined by the lead underwriters

» That all shareholders, holding Indian equity shares, will have pari-passu right to participate in this offering

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Appointment of investment banksAppointment of investment banks

Global Book Runners

» Goldman Sachs (Asia) L.L.C.

» Merrill Lynch & Co.

» Salomon Smith Barney

Co-managers

» Deutsche Bank Securities

» UBS Warburg

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SEC filingSEC filing

» We filed a Registration Statement in Form F-3 with SEC on January 27, 2003

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Government of India approvalsGovernment of India approvals

» We applied to the FIPB in December 2002

» FIPB approved our proposal in January 2003

» No other approvals are required for this conversion program, in India

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Shareholders approvalShareholders approval

» As per the operative guidelines issued by the RBI, the sponsorship of ADRs requires the approval of the shareholders

» The Committee of the Board met on January 24, 2003 to convene the EGM on February 22, 2003.

» The necessary resolutions are before the shareholders for approval

© Infosys Technologies Limited 2002-2003 11

The process from here…The process from here…

» Get comments from the SEC, respond to the SEC comments and complete the Registration Statement filing and process

» Create an escrow mechanism for shareholders to deposit their shares in India

» Send the letter of invitation to all the shareholders in India

» Fix a specified date to identify eligibility of shareholders who can participate in this secondary offering

© Infosys Technologies Limited 2002-2003 12

The process from here…The process from here…

» Go on a road show to market the ADRs

» Market and price the ADRs

» Conversion will happen pro-rata to the holdings of the shareholders

» Excess shares offered into the escrow account will be returned to the shareholders

» The proceeds are repatriated to India and will be distributed to the shareholders, net of expenses

© Infosys Technologies Limited 2002-2003 13

The process from here…The process from here…

» Shareholders who tender shares into this program would receive the proceeds, net of the issue expenses

» The RBI recently allowed shareholders who participate in the secondary program to retain the proceeds in foreign currency accounts in India

© Infosys Technologies Limited 2002-2003 14

A Registration Statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This communication shall not constitute an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities being registered will be offered by selling shareholders of Infosys who choose to participate in the offering. Copies of the Registration Statement are available at the Securities and Exchange Commission website at www.sec.gov.

© Infosys Technologies Limited 2002-2003

Thank YouThank You