Notice to Bondholders

3i Group PLC
08 July 2005

                      3i Group plc : Notice to Bondholders

The following is the full text of a notice sent on 8 July 2005 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 share capital consolidation and special dividend
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.

As a result of the announcement by the Issuer on 12 May 2005 of a consolidation
of the ordinary shares of 3i Group plc (the 'Company'), approved at the Issuer's
extraordinary general meeting held on 6 July 2005 (the 'EGM'), the Issuer hereby
notifies Bondholders that the Conversion Price is to be adjusted from £8.416757
per ordinary share to £8.94 per ordinary share, pursuant to Condition 6(b)(i) of
the Terms and Conditions of the Bonds.  The adjustment will take effect from and
including the date the consolidation becomes effective, which is expected to be
11 July 2005.

On or after 11th July 2005, 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, shall be 42.

As a result of the announcement of the Issuer on 12 May 2005 of a special
dividend of 40.7 pence per existing ordinary share (the 'Special Dividend'), the
condition to payment of which was approved at the Issuer's EGM, the Issuer
hereby notifies Bondholders that the Conversion Price is to be adjusted in
accordance with Condition 6(b)(iii) of the Terms and Conditions of the Bonds
from £8.94 per ordinary share to £8.38 per ordinary share.  The adjustment will
take effect from and including the date of payment, which is expected to be 22
July 2005.  In accordance with Condition 6(c) of the Terms and Conditions of the
Bonds, if the Conversion Date in relation to any Bond shall be after the record
date for the Special Dividend, 8 July 2005, but before the date of payment, a
retroactive adjustment will be made in respect of such Bond, as if the
adjustment had in fact been made and become effective immediately after that
record date.

On or after 22nd July 2005, 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, shall be 45.

By 3i Group plc

Dated 7 July 2005


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