Notice of EGM

3i Group PLC
15 June 2006



15 June 2006


3i Group plc - Circular and Notice of EGM


Further to the announcement made on 11 May, 3i Group plc ('3i' or 'the Company')
is today posting to its shareholders a circular regarding a proposed bonus issue
of listed B shares and a proposed share capital consolidation (the 'Circular'),
including notice of an Extraordinary General Meeting of the Company (the 'EGM').
  The EGM has been convened for Wednesday 12 July at 10.45 am (or as soon as
possible thereafter upon the conclusion or adjournment of the Company's Annual
General Meeting on that date) at The Institution of Engineering and Technology,
Savoy Place, London WC2R 0BL.

Key points relating to the proposals are as follows:

• Return to Shareholders of 127p per Existing Ordinary Share which equates to 
  £700 million in aggregate.  Shareholders to receive one B Share for each
  Existing Ordinary Share held at 6.00pm on the Record Date (expected to be 14
  July).

• A share consolidation will be undertaken in order to reflect the return of 
  value represented by the issue of the B Shares under which the Existing
  Ordinary Shares will be consolidated and subdivided on 17 July 2006 so that
  Shareholders will receive:

  11 Consolidated Ordinary Shares for every 13 Existing Ordinary Shares
  that they hold at the Record Date.

• The proposals have also been designed with the objective of giving UK tax 
  resident individual Shareholders, where possible, the flexibility to receive
  their return as capital or income for UK tax purposes, or a combination of the
  two.


Key dates are as follows:

Date                                        Event

12 July 2006 at 10.45 am (or as soon as     EGM
possible thereafter upon the conclusion or
adjournment of the AGM)

14 July 2006 at 4.30 pm                     Latest time and date for receipt of
                                            Forms of Election

14 July 2006 at 6.00 pm                     Record Date (for consolidation of
                                            Existing Ordinary Shares and
                                            entitlement to B Shares)

17 July 2006 at 8.00 am                     Issue of B Shares and admission to 
                                            listing of, and commencement of 
                                            dealings in, B Shares and 
                                            Consolidated Ordinary Shares

24 July 2006 at 8.00 am                     Initial Purchase Offer completed by 
                                            RIS announcement

4 September 2006 at 8.00 am                 Company Offer completed by RIS 
                                            announcement


The Company will apply (1) to the Financial Services Authority ('FSA') for all
the B Shares to be issued to be admitted to the Official List of the FSA and (2)
to the London Stock Exchange plc for all such B Shares to be admitted to trading
on the London Stock Exchange plc's market for listed securities.

Copies of the Circular, the Shareholder Questions and Answers document, the Form
of Proxy and the Form of Election 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

Further information and copies of the Circular and the Shareholder Questions and
Answers document can be found on 3i's Investor Relations website, 
http://www.3igroup.com

Defined terms used in this announcement shall bear the meanings given in Part
VIII (Definitions) of the Circular.


For further information, please contact:

Patrick Dunne, Group Communications Director
tel [phone]



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