#1Si Investor presentation May 2009#2Agenda Background • Fundraising • 3i's business and competitive strengths Key financials and valuations • Pro forma balance sheet Summary 3i 2#3Background Analysis of 3i • Strategically advantaged core businesses High-quality underlying portfolio • Conservative valuation approach Level of debt too high Priorities • Preserve and optimise existing portfolio. . . Reduce net debt to about £1bn over next 12/15 months Position the business for the upturn Grow external funds under management 3i 3#4Fundraising Equity capital raising of £732m. • The fundraising will: - reduce pro forma* net debt to £1.1 billion. - reduce pro forma* gearing from 103% to 42% -strengthen the balance sheet to protect against further falls in value -support investment grade rating 3i ― enable the Group to manage existing portfolio over time to maximise returns - provide capital for new investment assets at a valuation low point. Dividend to be reset to retain more flexibility Significant new investment by employees alongside shareholders Pro forma figures reflect 31/3/09 position adjusted for QPE transaction and assumed equity fundraising of £732m (pre expenses)#5A focused private equity business (as at 31 March 2009) 3i Group Zi Buyouts Mid-market transactions in Europe and Asia Transaction size: EV up to €1bn Investments made through LP private equity funds Three funds currently under management Companies in portfolio: 55 Assets under management (£m) Own balance sheet External funds 1,467 2,312 3,779 Growth Capital Minority investments in established and profitable businesses across Europe, Asia and the North America Transaction size: up to €150m Investments typically made on balance sheet Companies in portfolio: 118 Assets under management (£m) Own balance sheet External funds 1,574 157 1,731 - Infrastructure Investing principally in transportation, utilities and social infrastructure Investments made through: - 3i Infrastructure plc, a quoted company advised by 3i - 3i India Infrastructure Fund on balance sheet Companies in portfolio: 11* Assets under management (£m) 371 1,287 1,658 Own balance sheet External funds *Includes 4 investments directly held by 3i Note: 3i's non-core portfolio includes: Venture Capital (£314m), SMI (£153m), holding in 3i Quoted Private Equity plc (£171 million). 5#6Internationally connected New York Europe Aberdeen Stockholm Copenhagen Manchester Beijing Amsterdam London Frankfurt Paris Milan Barcelona Madrid Mumbai Singapore Zi ⚫ Real competitive advantage Market access ⚫ Investment selectivity • Cornerstone of Active Partnership. 6#7Diversified portfolio By business line By vintage Buyouts Growth Capital Infrastructure IQPE SMI I Venture Portfolio Pre 2005 2005 12006 2007 2008 2009 By geography By sector Continental Europe UK India China Other Asia North America Rest of the World Business Services Consumer I Financial Services I General Industrial Healthcare Media Oil, Gas & Power Technology Infrastructure QPE 3i direct portfolio by business line, geography, vintage and sector 3i 7#8Strong cash flow generation 3i 3,000 110% 90% 2,000 70% 1,000 50% 30% 0 10% (1,000) -10% -30% (2,000) -50% (3,000) -70% (4,000) -90% 1994 1995 1996 1997 1998 1999 Investment (£m) Return flow (£m) 2000 2001 2002 Year to 31 March Other (£m) 2003 2004 2005 2006 2007 2008 2009 Gearing (%, RH Axis) Net cash flow (£m) Demonstrated capacity to generate cash through economic cycles and periods of market volatility. 8#9Sustainable competitive advantage • . • Recognised brand name Mid-market focus International network Strong committed investment team Growth Capital segment is distinctive Active Partnership • Investment grade rating. Strong group of high quality Limited Partners 3i 9#10Priorities • Reduce debt - lower financial volatility • Protect value in portfolio – realise assets at the right time. • Prepare for the upturn - sector analysis, people, network • Grow external funds under management - stability of earnings. 3i "We need to be in a strong position to protect the value of the portfolio at this point in the cycle to in time maximise returns." 10#11• Management actions • • • £1.3 billion realisations, including £366m in last quarter Acquisition of 3i QPE plc, generating £110m of net cash proceeds Action to reduce expenses by c.15% Sale of 9.5% of 3i Infrastructure (£61m) CIO role created Fundraising generating net cash of £699m Pro forma* net debt £1.1 billion 3i * On the basis of the rights issue of £732m (pre expenses) and post QPE transaction 11#12Conservative valuation basis £4,362m 33% Zi £6,016m • . No assets held at cost ⚫ Forecast earnings used, rather than historic, where future earnings are likely to fall • Weighted average EBITDA multiple 5.9. 7.4 Weighted average PE multiple 2007 2008 Year to 31 March 33% £4,050m 2009 Quoted DCF Industry metric Fund Other Price of recent investment Net assets Imminent sale Earnings Market adjustment from cost Cost 12#13Key financials Investment activity (year to 31 March) 2009 2008 Investment £968m £2,160m Realisation proceeds £1,308m £1,742m Returns Gross portfolio return (36.7)% 23.9% Total return £(2,150)m £792m Return on opening equity (53.0)% 18.6% Net asset value per ordinary share (diluted) £4.96 £10.77 3i 13#14NAV progression 1077 17 (341) Market multiples including quoted Sale basis (175) Earnings and performance (42) Provisions (44) Liquidity (50) 46 (17) 25 496 Opening NAV Realised profits Market* Portfolio performance* Provisions First time liquidity 1.4.08 discount* Other value movements Portfolio income Dividend paid Other Closing NAV 31.3.09 (pence per share) Unrealised value movement * These items reflect an analysis of unrealised value movement which groups both the equity and non-equity instruments in 3i's investments within the same category 3i 14#15Pro forma balance sheet March 2009 March March pro forma* 2009 2008 £m £m £m Investment assets 4,022 4,050 6,016 Other net liabilities (276) (276) (321) 3,746 3,774 5,695 Net borrowings 1,103 1,912 1,638 Equity 2,643 1,862 4,057 3,746 3,774 5,695 Gearing 42% 103% 40% * On the basis of the fundraising of £732m (pre expenses) and post QPE transaction 3i 15#16Capital structure and liquidity Target is a conservative capital structure: - - want to significantly reduce net debt to approximately £1bn - target an investment grade rating in order to enable access. to debt capital markets lower net debt reduces financial risk and returns volatility. Our gross debt has: no material maturities within the next 12 months no covenants - is attractively priced Pro forma* liquidity post rights issue and QPE is £1.8bn 3i * On the basis of the fundraising of £732m (pre expenses) and post QPE transaction 16#17Gross debt repayment profile 1000 £m 900 800 No immediate maturities No covenants Attractively priced Strong liquidity position. Leverage in portfolio companies non recourse to 3i and long dated 700 600 500 400 300 200 100 0 2009 2010 2011 2012 2013 2014 2016 Calendar year 2018 2020 2022 2023 2028 2032 3i 17#18Benefits of fundraising Reduced risk Increased returns potential Strengthens equity base Ratings security Reduced leverage More flexibility on realising assets at better prices New investment opportunities Zi 18#19New investment opportunities Growth Capital - - companies short of capital limited competition Infrastructure - economic stimulus in developed world. new build in developing world Buyouts - M&A activity corporates selling non-core assets 3i 19#20Summary 3i Market leading business Conservative funding strategy to protect and enhance shareholder value Rights issue will: - materially accelerates reaching objective of reducing net debt to approximately £1 billion - facilitate maintenance of an investment grade rating. - enables the Group to manage existing portfolio over time to maximise returns - provide capital for new investment assets at a valuation low point 20 20#21Disclaimer 3i THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAWS OR REGULATIONS AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OR REGULATIONS OF ANY SUCH JURISDICTION. This document may only be issued to or passed on in the United Kingdom to persons falling within Articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or persons to whom it may otherwise lawfully be issued or passed on. It may not, however, be copied or distributed by any recipient without the prior written consent of 3i Group plc ("3i Group"). These written materials are not for distribution (directly or indirectly) in or to the United States, Canada, Australia or Japan. They are not an offer of securities for sale, nor a solicitation to purchase or subscribe for securities, in or into the United States, Canada, Australia or Japan. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. The Company does not intend to register any portion of the Rights Offer in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. The Company will not be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of the Act. This document, any presentation made in conjunction herewith and any accompanying materials are preliminary and for information only. They do not constitute a private placement memorandum and do not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire, any shares or interests in shares or partnerships. No reliance may be placed on the information in this document, any presentation made in conjunction herewith or any accompanying materials. If, following the distribution of this document and any presentation made in conjunction herewith, a recipient of this document enters into any contract with 3i Group, or an agent of 3i Group, for the issue of shares in 3i Group to such recipient, that contract will expressly prevent the recipient from relying on the information contained in this document, and in any such presentation, except to the extent that the same is included in a prospectus issued by 3i Group in connection with such issue of shares. The information herein is tentative and subject to verification, material updating, revision and amendment. In particular, the financial information contained in this document is subject to verification, updating, revision and amendment. No representations or warranties, express or implied, are given by 3i Group as to the fairness, accuracy or completeness of the information or opinions contained in this document, any presentation made in conjunction herewith or the accompanying materials and 3i Group accepts no liability in respect thereof. Recipients should note that: past performance is not necessarily an indication of future performance; investments denominated in foreign currencies may result in a loss from currency movements as well as movements in the value, price or income derived from the investments themselves; and they may not get back their original investment. Before entering into any transaction an investor should take steps to ensure that the risks are fully understood and to ascertain whether the investment suits their objectives and circumstances, including the possible risks and benefits of entering into such a transaction. 21#22Annexes 3i 22#23Group gross portfolio return. - Realised profits Unrealised profits Portfolio income Gross portfolio return 2009 2008 £m £m 63 523 (2,440) 291 171 227 (2,206) 1,041 Realised uplift on opening book value 5% 43% 3i 23#24Unrealised (losses)/profits on revaluation of investments 2009 2008 £m £m Earnings and multiple based valuations. - Earnings Earnings multiples. (412) (162) - Earnings growth 14 307 Loans - Impairments (earnings basis) (620) (16) First time movements from cost (584) 154 Other bases Provisions (156) (150) Uplift to imminent sale (140) 83 Loans - Impairments (other basis). (228) (22) Other movements on unquoted investments (188) 33 Quoted portfolio (126) 64 Total (2,440) 291 Zi 24#25Provisions Provisions as a percentage of opening portfolio value 1.5% 1.4% 0.7% 3.4% 2.6% 2005 2006 2007 2008 2009 3i 25#26Total return analysis 2009 £m 2008 £m Gross portfolio return (2,206) (36.7)% 1,041 23.9% Net carried interest Operating expenses less fees from external funds. 53 (92) (175) (214) Net portfolio return (2,328) (38.7)% 735 16.9% Net interest payable (86) (16) Movement in the fair value of derivatives (38) 158 Exchange movements 505 (44) Other (1) (5) (Loss)/profit after tax (1,948) Reserve movements (202) Total return on opening equity (2,150) (53.0)% 828 (36) 792 18.6% 3i 26#27Net carried interest 2009 2008 £m £m Carry receivable (3) 60 Carry payable 56 (152) Net carried interest payable 53 (92) 3i 27#28Operating expenses 300 250 £m T 200 +5.5% 150 100 50 6.0% +7.5% +20.9% -8.8% 5.0% +22.7% 4.0% 3.0% 2.0% 1.0% 0 0.0% 2005 2006 2007 2008 2009 Net operating expenses Fees Cost ratio 3i • Cost ratio 3.0% External fund fee income up 25% Gross costs down 9% 28#29Balance sheet at 31 March 2009 March Sept March 2009 2008 2008 £m £m £m Investment assets 4,050 5,934 6,016 Other net liabilities (276) (280) (321) 3,774 5,654 5,695 Net borrowings Equity 1,912 1,802 1,638 1,862 3,852 4,057 3,774 5,654 5,695 Gearing 103% 47% 40% NAV £4.96 £10.19 £10.77 Zi 29#30Buyouts performance - Vintage IRR performance Vintage Cost As at As at year remaining 2009 100% 31 March 2009 n/a 31 March 2008 n/a 36% of direct 2008 99% (30)% n/a portfolio value 2007 78% 25% 35% £3.8bn assets 2006 26% 46% 57% under management 2005 25% 62% 62% Vintage year is the financial year ended 31 March 2009 2008 2007 2006 2005 Gross portfolio return (34)% 57% 54% 29% 20% 3i 30#31Growth Capital - performance Vintage IRR performance Vintage year Cost remaining As at As at 2009 100% 31 March 2009 n/a 31 March 2008 n/a 39% of direct 2008 100% (16)% n/a portfolio value 2007 85% (2)% 17% £1.7bn assets 2006 41% 23% 43% under management 2005 31% 27% 31% Vintage year is the financial year ended 31 March 2009 2008 2007 2006 2005 Gross portfolio return (44)% 21% 48% 26% 23% 3i 31#32Portfolio leverage - Buyouts and Growth Capital Contracted repayment profile on acquisition debt Buyouts portfolio (1) % 100% Debt repayment profile Growth Capital portfolio (1) Zi % 70% 60% Acquisition debt in breach of covenants at 31 March 2009. Acquisition debt not in breach of covenants at 31 March 2009 80% 50% 60% 40% 30% 40% 20% 20% 10% 0% 0% 2009 2010 2011 2012 2013 2014 2015 on 2009 2010 2011 2012 2013 on Ratio of net debt to EBITDA (£m) Buyouts portfolio (2) 400 (£m) 1,000 350 300 250 200 150 100 50 0 <1x 1-2x 2-3x 3-4x 4-5x 川 5-6x >6x 800 600 400 200 Ratio of net debt to EBITDA Growth Capital portfolio (2) <1x 1-2x 2-3x 3-4x 4-5x 5-6x >6x (1) Repayment index weighted by 3i carrying value at 31 March 2009; (2) Weighted by 3i Group carrying value at 31 March 2009 32#33Infrastructure 2009 2008 Contribution to Group results. £m £m Realised (losses)/profits (20) 6 Unrealised (losses)/profits (62) 43 Portfolio income 32 18 Gross portfolio return (50) 67 Fees receivable from external funds 26 18 Assets under management 1,658 1,213 Zi 33#34Investment assets 2009 2008 £m £m Opening portfolio value 6,016 4,362 Investment 968 2,160 Realisation proceeds (1,308) (1,742) Realised profits on disposal 63 523 Unrealised value growth (2,440) 291 Exchange and other movements 751 422 Closing portfolio value 4,050 6,016 Zi 34