Director/PDMR Shareholding

UK Listing Authority Disclosure Rules and Transparency Rules

DTR 3.1.4R

On 31 January 2012, 3i Group plc (the "Company") was notified that 272,998 ordinary shares of 73 19/22p each in the Company ("Shares") were transferred to Michael Queen on 28 January 2012 on the vesting of a share award. Michael Queen is a person discharging managerial responsibilities in relation to the Company. The place of the above transaction was the London Stock Exchange.

This award was granted to Michael Queen following his appointment as Chief Executive in January 2009. The award was granted in substitution for a proposed cash payment relating to the successful performance of our infrastructure business which he would otherwise have received in his previous role as head of the Group's infrastructure investment business. In 2009 Remuneration Committee decided it was in the Company's interests for this award to be deferred into forfeitable shares. The award was forfeitable if he had left employment within three years from appointment as Chief Executive. Although no exercise price was payable on the vesting of the award, Michael Queen is meeting the tax and National Insurance of £256,874 payable on vesting from his own resources.

Following the vesting of this award, the total shareholding of Michael Queen and his spouse is 1,469,195 Shares which includes approximately 680,000 Shares purchased by Michael Queen from his own resources since his appointment as Chief Executive in January 2009.

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