Director/PDMR Shareholding

3i Group PLC
28 July 2006



UK Listing Authority Disclosure Rules





DR 3.1.4 R



In accordance with the 3i Group plc (the 'Company') circular to shareholders
dated 15 June 2006 (the 'Circular'), on 24 July 2006 the Initial Purchase Offer
was completed and those shareholders who had validly elected, either by Form of
Election or by default, to participate in the Initial Purchase Offer had their
relevant B Shares purchased from them at a price of 127p per share.  As a
result, on 24 July 2006 those Directors and Persons Discharging Managerial
Responsibilities ('PDMRs') of the Company who participated in the Initial
Purchase Offer had the following changes to their interests in the issued share
capital of the Company:


                                                         B Shares sold
                                                         in Initial Purchase
                                                         Offer
3i Group plc DIRECTORS & PDMRs


Baroness S Hogg                                            22,186
O H J Stocken                                               3,081
P E Yea                                                   121,783
S P Ball                                                    4,705
C J M Morin-Postel                                          1,872
M J Queen                                                 201,444
F D Rosenkranz                                             28,238
Sir R Smith                                                 3,952

PDMRs ONLY

A W W Brierley                                             15,244
D R Collis                                                  7,559
J B C Russell                                              56,647
A J M Taylor                                               42,654
P Waller                                                  430,280



In addition to the above, as potential beneficiaries of The 3i Group Employee
Trust (the 'Trust'), all employees of the Company and its subsidiaries have an
interest (within the meaning of sections 324 to 328 of the Companies Act 1985)
in all the B Shares in the Company held by the Trust.  These employees included
P E Yea, S P Ball and M J Queen who are Directors of the Company.  The Trust
sold 11,002,925 B Shares in the Initial Purchase Offer on 24 July 2006 and, as a
result, the B Share interests of P E Yea, S P Ball and M J Queen reduced by this
amount on that date.



Directors and PDMRs of the Company notified the Company of the above interests
on 27 July 2006.  The above transactions took place on the London Stock
Exchange.



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



28 July 2006


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