Purchase of B shares - company offer

This document should not be transmitted, distributed, published or released in whole or in part in or into Australia, Canada, Japan or the United States of America or in or into any other jurisdiction in which such act would constitute a violation of any relevant laws of such jurisdiction.

3i Group plc (the "Company") has appointed Dresdner Kleinwort Wasserstein Securities Limited ("Dresdner Kleinwort") for the purposes of the Company Offer as defined in and to be implemented in accordance with the Company''s circular to Shareholders dated 15 June 2006 (the "Circular").

As contemplated in the Circular, Dresdner Kleinwort hereby agrees to purchase, acting as agent for the Company, 11,111,911 B Shares, being the number of B Shares in respect of which valid elections have been received and not withdrawn in favour of participation in the Company Offer, in an on-market transaction on the terms set out in the Circular. The Company, through Dresdner Kleinwort, will purchase B Shares for 127 pence each, free of all dealing expenses and commissions.

It is expected that cheques will be sent to relevant Shareholders or payments will be made to relevant Shareholders through the Bankers Automated Clearing System, as appropriate, in respect of the proceeds of the B Shares purchased under the Company Offer on or around 11 September 2006. It is expected that sales advices and balance B Share certificates will be sent to relevant Shareholders, and CREST accounts of relevant Shareholders credited with any balances of B Shares, on or around the same date.

Notes:

All defined terms not otherwise defined in this announcement shall bear the meanings given in Part VIII (Definitions) of the Circular.

Further information and copies of the Circular and the Questions and Answers document for Shareholders can be found on the Company''s investor relations website at http://www.3igroup.com/shareholders/.

For further information, please contact:

3i Group plc
Patrick Dunne, Group Communications Director -  020 7975 3283

Additional Information:

None of the B Shares has been or will be registered under the US Securities Act of 1933 or any state securities laws of the United States. Accordingly, none of the B Shares may be offered, transferred or sold in the United States or elsewhere by Shareholders unless pursuant to a transaction that has been registered under the US Securities Act of 1933 and the relevant state securities laws or that is not subject to the registration requirements of the US Securities Act of 1933 or such laws, either due to an exemption there from or otherwise.

None of the B Shares nor this announcement has been approved, disapproved or otherwise recommended by any US federal or state securities commission nor have such authorities confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Board has made no recommendation to individual Shareholders as to whether or not they should actually participate in the Company Offer or in any of the other B Share Offers as this is a matter for each Shareholder to decide depending, amongst other things, on his or her individual tax position and objectives. Shareholders should note that under the terms of the B Share Offers, there will not be any difference in the price paid per B Share between the Initial Purchase Offer, the Company Offer and either of the Future Purchase Offers (if made). Shareholders in any doubt as to their position should seek their own independent advice from a suitably qualified person