3i Group Regulatory News (III)

13 June 2014

3i Group plc

Repurchase and cancellation of B Shares

On 14 May 2014, 3i Group plc (the "Company") announced that the Company had made arrangements with Merrill Lynch International ("MLI") for MLI to offer to purchase all the issued B Shares for cash at a price of 131.4364 pence per B Share.

Following MLI's acquisition of the B Shares under the terms announced on 14 May 2014, MLI has today exercised its right to require the Company to purchase from MLI all the B Shares and the Company has consequently repurchased all 4,635,018 B Shares from MLI for 131.4364 pence per B Share. The Company confirms that all the B Shares will be cancelled and not held as treasury shares.

Following the cancellation of the B Shares, which is expected to be effective on 17 June 2014, no B Shares will remain in issue. The Company will then request the listing cancellation of the B Shares which is expected to occur on or shortly after 18 June 2014.

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Notes to editors:

1. 3i is a leading international investor focused on mid-market private equity, infrastructure and debt management. For further information please refer to www.3i.com.

2. The Company issued B Shares in 2006 and 2007 as part of arrangements to return value to shareholders. A number of offers to purchase these B Shares were made in 2006 to 2009 which gave shareholders flexibility as to when they received the proceeds of the return of value and, in certain cases, as to whether the proceeds represented income or capital. The terms of issue of the B Shares allowed the Company to arrange for all outstanding B Shares to be purchased at any time after July 2009 and it was always intended that this would be done at an appropriate time. On 14 May 2014 the Company announced that arrangements had been made for such a purchase of all outstanding B shares.