Notice to Bondholders

3i Group PLC
17 July 2006

3i Group PLC

17 July 2006



                             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 was 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 12 July 2006 the Issuer's shareholders, at an extraordinary general meeting
of the Issuer (the 'EGM'), voted to approve (i) a consolidation of the Issuer's
ordinary shares on the basis of consolidating 13 existing ordinary shares of 531
/8 pence each into 11 new ordinary shares with a nominal value of 62 69/88 pence
each and (ii) the Bonus Issue.



Now that the consolidation of the ordinary shares of the Issuer and the Bonus
Issue are effective, the Issuer notifies Bondholders that, with effect from and
on 17 July 2006 and pursuant to Condition 6(b)(i) and (iii) of the Terms and
Conditions of the Bonds, the Conversion Price is adjusted from £8.38 per
ordinary share to £8.53 per ordinary share.



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 17 July 2006






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