Notice of EGM

3i Group PLC
08 June 2005


3i Group plc

8 June 2005


Circular and Notice of EGM


Further to the announcement made on 12 May, 3i Group plc ('the Company') has
today posted to its shareholders a circular regarding a proposed share capital
consolidation and authority for the purchase by the Company of its own shares
(the 'Circular'), including notice of an Extraordinary General Meeting of the
Company (the 'EGM').  The EGM has been convened for Wednesday 6 July at 10.45 am
(or as soon as possible thereafter upon the conclusion of the Company's Annual
General Meeting on that date) at The Institution of Electrical Engineers, Savoy
Place, London WC2R 0BL.

As announced on 12 May the Directors propose to pay a special dividend of 40.7
pence per share (the 'Special Dividend') conditionally upon the share capital
consolidation being approved and becoming effective.  The Record Date for
entitlement to the Special Dividend and the proposed share capital consolidation
will be close of business on 8 July.  The existing ordinary shares will be
marked ex-entitlement to the Special Dividend on 11 July and dealings in the
new, consolidated ordinary shares are expected to start on 11 July.  Payment of
the Special Dividend is expected to be made on 22 July.

The proposed consolidation ratio has been set at 16 new ordinary shares for 17
existing ordinary shares.  This reflects the fact that the Special Dividend is
equivalent to approximately 6 per cent of the market value of each existing
ordinary share at close of business on 6 June (the latest practicable date
before the posting of the Circular) after having accounted for the payment of
the Company's proposed final dividend of 9.3 pence per existing ordinary share.

Copies of the Circular have been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS


For further information, please contact:

Patrick Dunne, Group Communications Director
tel [phone]



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