Polaris Orbitech Merger

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Polaris Orbitech Merger

• Merger Update
• October 26, 2002

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Highlights

• Merger agreement has been finalized and signed,
  effective date November 1, 2002
• Citi will be a financial investor only, full
  management control to Polaris. Arun Jain to be
  CMD
• The merged entity will be an independent company,
  continued to be called Polaris Software Lab Ltd.
• To reinforce this, Citi will have power to
  exercise only up to 29.99 voting rights
• Arun Jain, employees and friends will have 38.5
  voting rights

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Voting Rights

• Arun, friends employees 38.50
• Citi 29.99

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Equity Percentage (Economic)
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SWAP Ratios

• OLD
• Orbitech 54
• Polaris 46

• NEW
• Orbitech 47.25
• Polaris 52.75

42.65 new shares of Polaris will be exchanged for
100 shares of Orbitech
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Why Revaluation?

• Worldwide vendor and price rationalization by
  Citigroup, downward revision in rates
• For HY ended Sep. 30, Revenues - 40 M with a
  PAT of 13 M.
• Second half projections, Revenues - 33-35 M
  with a PAT of 6.5-7.5 M

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Board of Directors

• No significant change from before
• Arun Chairman
• Ram Bhagwat to join board
• Arun to nominate 9, Citi 3

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Meanwhile

• Integration already in-progress
• Joint strengths, offerings identified
• Sales and Marketing strengthened to carry
  enhanced business portfolio to market place
• Joint execution of projects
• Companies have already won deals together

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What it means to Customer

• Emerging trend customer is looking for fixed
  price, end to end solutions
• Access to Library of several hundred proven
  banking solution components
• Consumer Banking, Investment Banking, Corporate
  Banking, Private Banking, Credit Card, Cash
  Management, Treasury, Lending Leasing, CRM,
  Information security, etc.
• Most comprehensive suite of offerings available
  to BFSI
• Team of over 200 Bankers.
• Capabilities-wise, one among global 10 leaders
  focused in BFSI space.

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What it means to employees

• Much Greater opportunities for all employees
• A global playing field
• Opportunities for Orbitech people to work with
  leading BFSI customers other than Citi
• Opportunity for Polaris people to work on IP led
  Solutions
• Stability of a much larger company, diversified
  portfolio of services
• Team of 4000 strong
• 5th largest listed Indian IT company

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What it means to Investors

• Enhanced Brand value leading to enhanced Share
  holder value.
• Scale and Stability
• Unique positioning brings higher predictability
  and higher Growth.
• Lower costs of marketing and sales

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New Polaris

• Strategic end to end player servicing global
  clients for proven Banking products, Technology
  services and Operations

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