Notice to Bondholders

3i Group PLC
20 June 2007



                3i Group plc : Notice to Bondholders



The following is the full text of a notice sent on 20 June 2007 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) will remain unadjusted as a
result of the events as described in this notice.

On 10 May 2007 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 approximately £800 million to shareholders.  The Bonus
Issue terms, as announced on 14 June 2007, are deemed to have an equivalent cash
value of 174.625 pence per ordinary share.  Also, on 14 June 2007 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 11 July 2007 (the
'EGM') was to be 20 existing ordinary shares of 62 69/88 pence each for 17 new
ordinary shares with a proposed nominal value of 73 19/22 pence each.

If the announced consolidation of the ordinary shares of the Company and the
Bonus Issue are approved at the EGM, the Issuer confirms that there will be no
adjustment to the Conversion Price, pursuant to Condition 6 (b)(i) and (iii) of
the Terms and Conditions of the Bonds.  Accordingly, the Conversion Price will
remain at £8.53 pence per ordinary share from and including the date the
consolidation and the Bonus Issue become effective, which is expected to be 16
July 2007.

Before, on or after 16 July 2007, 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




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