Circular and Notice of EGM

3i Group PLC
14 June 2007


14 June 2007



3i Group plc - Circular and Notice of EGM



Further to the announcement made on 10 May, 3i Group plc ('3i' or 'the Company')
is today posting to shareholders a circular regarding a proposed bonus issue of
listed B shares and share capital consolidation (the 'Circular'), including
notice of an Extraordinary General Meeting of the Company (the 'EGM').   The EGM
has been convened for Wednesday 11 July, immediately following the Company's
Annual General Meeting on that date, at The Queen Elizabeth II Conference
Centre, Broad Sanctuary, Westminster, London SW1P 3EE.


Key points relating to the proposals are as follows:


• Return to Shareholders of 174.625p per Existing Ordinary Share, which
equates to around £807 million in aggregate.  Shareholders to receive 11 B
Shares (with a notional value of 127p each) for every 8 Existing Ordinary Shares
held.


• A share consolidation will be undertaken in order to reflect the return
of value represented by the issue of the B Shares, under which the Existing
Ordinary Shares will be consolidated and subdivided such that Shareholders will
receive:


17 Consolidated Ordinary Shares for every 20 Existing Ordinary Shares held.


• The proposals have also been designed with the objective of giving UK
tax resident individual Shareholders, where possible, the flexibility to receive
their return as capital or income for UK tax purposes, or a combination of the
two.


Key expected dates are as follows:

Date                                       Event
---------------------                      -----------------------------
11 July 2007 at 10.45 am (or as soon as    EGM
possible thereafter as the AGM either      -----------------------------
concludes or is adjourned)
---------------------
13 July 2007 at 4.30 pm                    Latest time and date for receipt of
---------------------                      Brokers' Offer Forms of Election
                                           -----------------------------
13 July 2007 at 6.00 pm                    Record Date (for consolidation of
---------------------                      Existing Ordinary Shares and
                                           entitlement to New B Shares)
                                           -----------------------------
16 July 2007 at 8.00 am                    Admission of New B Shares and
---------------------                      Consolidated Ordinary Shares
                                           -----------------------------
23 July 2007 at 8.00 am                    Brokers' Offer expected to be
---------------------                      completed
                                           -----------------------------
17 August 2007  at 4.30 pm                 Latest time and date for receipt of
---------------------                      Company Offer Forms of Election
                                           -----------------------------
20 August 2007 at 8.00 am                  Company Offer expected to be
---------------------                      completed
                                           -----------------------------


Application will be made to the UK Listing Authority for the Consolidated
Ordinary Shares and the New B Shares to be admitted to the Official List and to
the London Stock Exchange for the Consolidated Ordinary Shares and the New B
Shares to be admitted to trading on the London Stock Exchange's main market for
listed securities.


A copy of the Circular, the Form of Proxy and the Brokers' Offer Forms of
Election have been submitted to the UK Listing Authority and will shortly be
available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at:


Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS


Further information and a copy of the Circular can be found on 3i's Investor
Relations website, http://www.3igroup.com


Defined terms used in this announcement shall bear the meanings given in Part 10
(Definitions) of the Circular.



For further information, please contact:


Patrick Dunne, Group Communications Director          telephone:  [phone]






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