Notice to Bondholders

3i Group PLC
07 July 2006


                      3i Group plc : Notice to Bondholders

The following is the full text of a notice sent on 7 July 2006 to the holders of
the Company's Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 in
relation to the 3i Group plc issue of listed B Shares and share capital
consolidation announced previously.

                             NOTICE TO BONDHOLDERS

Common Code:  017271709       ISIN:  XS0172717091

                          3i Group plc (the 'Issuer')

  Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 convertible into
                 ordinary shares of 3i Group plc (the 'Bonds')


NOTICE IS HEREBY GIVEN to the holders of the Bonds (the 'Bondholders') in
accordance with Clause 7.1 of the Trust Deed dated 1st August 2003 (the 'Trust
Deed') between the Issuer and The Law Debenture Trust Corporation p.l.c. as
trustee and Condition 17 of the Terms and Conditions of the Bonds that the
Conversion Price (as defined in the Trust Deed) is to be adjusted as described
in this notice.

On 11 May 2006 the Issuer announced a proposed return of capital and a related
consolidation of the ordinary shares of 3i Group plc (the 'Company'). This
consolidation will be linked to a bonus issue of listed B shares to holders of
ordinary shares in the Company (the 'Bonus Issue'). The Bonus Issue was proposed
as a method of returning £700 million to Shareholders.  At the date the
consolidation ratio was set there were 551,146,645 ordinary shares in issue.
Accordingly, the Bonus Issue is deemed to have a cash value of £1.27 per
ordinary share.  On 15 June 2006 the Issuer announced that the consolidation
ratio to be voted on by its shareholders at an extraordinary general meeting of
the Issuer to be held on 12 July 2006 (the 'EGM') was to be 13 existing ordinary
shares of 531/8 pence each for 11 new ordinary shares with a proposed nominal
value of 62 69/88 pence each.

If the announced consolidation of the ordinary shares of the Company and the
Bonus Issue are approved at the EGM, the Issuer will notify Bondholders that the
Conversion Price is to be adjusted from £8.38 per ordinary share to £8.55 per
ordinary share, pursuant to Condition 6(b)(i) and (iii) of the Terms and
Conditions of the Bonds.  The adjustment will take effect from and including the
date the consolidation and the Bonus Issue become effective, which is expected
to be 17 July 2006.

Before, on or after 17 July 2006, the number of Ordinary Shares to be delivered
per bond on the exercise of a Conversion Right, calculated pursuant to Condition
6 of the Terms and Conditions of the Bonds, will be 45.


By 3i Group plc
Dated 6 July 2006




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