RNS Number : 7205W
3i Group PLC
13 June 2008



NOTICE CONCERNING CONVERSION RIGHTS

This notice is important and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your broker, commercial bank, custodian or other professional adviser authorisedunder the Financial Services and Markets Act 2000 (if you are in the United Kingdom) or other appropriatelyauthorised financial adviser.

?550,000,000 1.375PER CENT. CONVERTIBLE BONDS DUE2008
(ISIN:
XS0172717091)
ISSUED BY

3i GROUP plc

THIS NOTICEis addressed to the holders (the "Bondholders") of the above-mentioned bonds (the "Bonds") issued by 3i Group plc (the "Issuer"), and isgivenpursuant to the terms and conditions of the Bonds(the "Conditions")and the trust deed constituting the Bonds dated 1 August 2003.

Capitalised terms used in this notice have the same meanings ascribed thereto in theConditions, unless the context otherwise requires.

1. Final Conversion Reminder

Bondholders are hereby reminded that the Final Maturity Date of the Bonds is 1 August 2008 and that, pursuant to Condition 6(a) (Conversion Period and Conversion Price) of the Bonds, the Conversion Period (during which Bondholders may exercise their Conversion Rights) will end at the close of business on 25July2008. A blank Conversion Notice may be obtained fromany Paying and Conversion Agent.

Thisis the last opportunity for Bondholders to exercise their Conversion Rights. Bondholders will no longer have the right to do so after 25July2008.

Bondholders not wishing to exercise their Conversion Rights need take no action in relation to this notice.

2. Rate of Conversion

As at the date of this notice, the Conversion Price is853p.

3. Fractions

Fractions of Ordinary Shares will not be issued on conversionor pursuant to Condition 6(c)(Retroactive Adjustments)andno cash payment or adjustment will be made in lieu thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Ordinary Shares to be issuedon conversionor pursuant to Condition 6(c)(Retroactive Adjustments)are to be registered in the same name, the number of such Ordinary Shares to be issued in respect thereof shall be calculated on the basis of the aggregateConversion Amountof such Bonds being so converted and rounded down to the nearest whole number of Ordinary Shares.

4. Procedure for Conversion

A Conversion Right may be exercised by a Bondholder by delivering the relevant Bond to the specified office of any Paying and Conversion Agent, accompanied by a duly completed and signed Conversion Notice (in the form obtainable from any Paying and Conversion Agent).

A Conversion Right may be exercised only in respect of the whole of the principal amount of a Bond.

A Conversion Notice, once delivered, shall be irrevocable. The conversion date in respect of a Bond (the "Conversion Date") shall be the London business day immediately following the date of such delivery.

A Bondholder exercising a Conversion Right must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than taxes or capital duties or stamp duties payable in the United Kingdom in respect of the allotment and issue of any Ordinary Shares on such conversion (including any Additional Shares), which shall be paid by the Issuer) and such Bondholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond or interest therein in connection with such conversion.

The Ordinary Shares will not be available for issue (i) to, or to a nominee or agent for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Act of the United Kingdomor (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depositary receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior to the "abolition day" as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom.

Upon exercise of a Bondholder's Conversion Rights, the Ordinary Shares issued on conversion of the Bonds (including any Additional Shares) will be issued in uncertificated form through the dematerialised securities trading system generatedby Euroclear UK & Irelandunless therelevant Bondholderelects to receive the Ordinary Shares in certificated registered form or, at the time of issue, the Ordinary Shares are not a participating security in CREST. Where Ordinary Shares are to be issued through CREST, they will be delivered to the account specified by the relevant Bondholder in the relevant Conversion Notice by not later that seven London business days following the relevant Conversion Date (or, in the case of Additional Shares, not later than seven London business days following the date (the "Reference Date") the relevant Retroactive Adjustment takes effect). Where Ordinary Shares are to be issued in certificated form, a certificate in respect thereof will be dispatched by mail free of charge (but uninsured and at the risk of the recipient) to the relevant Bondholder or as it may direct in the relevant Conversion Noticewithin 28 days following the relevant Conversion Notice.

5. Ordinary Shares issued on Conversion

Ordinary Shares issued upon conversion of the Bonds will be fully paid and non-assessable and will in all respects rankpari passuwith the fully paid Ordinary Shares in issue on the relevant Conversion Date or, in the case of Additional Shares, on the relevant Reference Date (except in any such case for any right excluded by mandatory provisions of applicable law), except thatthe Ordinary Shares or, as the case may be, the Additional Shares so issued will not rank for any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the relevant Conversion Date, or as the case may be, the relevant Reference Date.

No payment or adjustment shall be made on conversion for any interest which otherwise would have accrued on the relevant Bonds since the last Interest Payment Date preceding the Conversion Date relating to such Bonds.

6. Interest

Each Bond will cease to bear interest where the Conversion Right shall have been exercised from the Interest Payment Date immediately preceding the relevant Conversion Date.

7. General

This notice is given by 3i Group plc, a public company incorporated in England and Wales (registered number 1142830), whose registered office is at 16 Palace Street, London SW1E 5JD in accordance with the terms and conditions of the Bonds and with the consent of The Law DebentureTrustCorporation p.l.c. (as Trustee). The purpose of this notice is solely to remind Bondholders of their Conversion Rights and is not intended to convey in any way a recommendation by the Issuer or the Trustee.Bondholder are under no obligation to exercise their Conversion Rights.

For further information regarding the information set out in this notice, Bondholders should contact Citibank, N.A., London Branch (as Principal Paying and Conversion Agent) of Citigroup Centre, Canada Square, London E14 5LB.


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