3i Group Regulatory News (III)

Announcement of interest in bond buy-backs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

19 May 2016

3i Group plc (the "Company") announced today that it has authorised with immediate effect a purchase programme (the "Programme") pursuant to which the Company may from time to time purchase, through open market purchases or private transactions the following securities (the "Notes"):

The Company will decide in its sole discretion the total amount of Notes repurchased under the Programme. The price of a particular buy-back under the Programme is to be determined between the Company and relevant Noteholder.

Any Notes repurchased by the Company under the Programme will be cancelled.

The Programme is being carried out to manage liquidity in advance of the bond being repaid from existing cash reserves.

Requests for information in relation to the Programme should be directed to:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 (0) 207 545 8011

DISCLAIMER

This announcement contains important information, which should be read carefully before any decision is made. If you are in doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to sell such Notes. None of the Company or Deutsche Bank makes any recommendation whether Noteholders should sell Notes.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company and Deutsche Bank to inform themselves about and to observe any such restrictions. This announcement does not constitute an offer to buy or a solicitation of an offer to sell the Notes (and offers to sell Notes will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.

United States:

No Offer to purchase Notes is being made or will be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. No Notes may be tendered by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement and any other documents or materials relating to the Notes are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported tender of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes that tenders Notes for purchase will be deemed to represent that it is not a U.S. person, it is not located in the United States and is not participating from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate from the United States. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom:

In the United Kingdom, this announcement is being distributed only to, and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business, for the purposes of Section 19 the Financial Services and Markets Act.

Japan:

The Notes are not registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the "FIEL"). No offer to purchase Notes is being made or will be made, directly or indirectly, in Japan or to, or for the benefit of any resident of Japan (being any person resident in Japan, including any corporation or other entity organised under the laws of Japan) except where the Notes are held pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. Each holder of Notes that tenders Notes for purchase from Japan will be deemed to represent that the Notes are held in such a manner and pursuant to such an exemption.