Obligation Citigroup 0% ( XS1273455540 ) en AUD

Citigroup

100 % ⇌

Etas-Unis

XS1273455540 ( en AUD )

03/06/2041

Prospectus brochure de l'obligation Citigroup XS1273455540 en AUD 0%, échéance 03/06/2041

1 000 000 AUD

20 000 000 AUD

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en AUD, avec le code ISIN XS1273455540, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/06/2041

Offering Circular dated 11 December 2020

CITIGROUP INC.
(incorporated in Delaware)
and
CITIBANK, N.A.
(a national banking association organized under the laws of the United States of America)
and
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
(a corporation duly incorporated and existing under the laws of the state of New York)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions)
under Luxembourg law, with registered office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand
Duchy of Luxembourg and registered with the Register of Trade and Companies of Luxembourg
(Registre de commerce et des sociétés, Luxembourg) under number B 169.199)
each an issuer under the
Citi U.S.$60,000,000,000 Global Medium Term Note Programme
Notes issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and
irrevocably guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Notes issued by Citigroup Global Markets Funding Luxembourg S.C.A. only will be
unconditionally and irrevocably guaranteed by
CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales)
Under the Global Medium Term Note Programme (the Programme) described in this Offering Circular,
each of Citigroup Inc., Citibank, N.A. (CBNA), Citigroup Global Markets Holdings Inc. (CGMHI) and
Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL and, together with Citigroup Inc.,
CBNA and CGMHI, the Issuers and each an Issuer) may from time to time issue notes (Notes), in each
case subject to compliance with all relevant laws, regulations and directives. References herein to the
Issuer shall be construed as whichever of Citigroup Inc., CBNA, CGMHI or CGMFL is the issuer or
proposed issuer of the relevant Notes. The aggregate principal amount of securities outstanding under
the Programme will not at any time exceed U.S.$60,000,000,000 (or the equivalent in other currencies),
subject to any increase or decrease described herein. This does not affect any Notes issued prior to the
date of this Offering Circular.
This Offering Circular does not comprise a prospectus or a base prospectus for the purposes of
Article 8 of the Prospectus Regulation. When used in this Offering Circular, Prospectus
Regulation means Regulation (EU) 2017/1129. This Offering Circular has been prepared solely in
order to allow Notes to be offered in circumstances which do not impose an obligation on the
relevant Issuer, the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL Guarantor
(where the Issuer is CGMFL) or any Dealer (as defined herein) to publish or supplement a
prospectus under the Prospectus Regulation. This Offering Circular does not constitute an offer
or an invitation to the public or any section thereof to subscribe for or to purchase the Notes.

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This Offering Circular and any Pricing Supplement may only be used for the purposes for which they
have been published.
This Offering Circular constitutes a prospectus for purposes of Part IV of the Luxembourg Act dated
16 July 2019 relating to prospectuses for securities (the Prospectus Act 2019). Application has been
made for the Notes (i) to be admitted to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the Euro MTF) and (ii) in the
case of Notes to be issued to qualified investors (within the meaning of the Prospectus Act 2019), to be
admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the
professional segment of the Euro MTF Market (the Euro MTF Professional Segment). The Euro MTF
is not a regulated market pursuant to the provisions of Directive 2014/65/EU (MiFID).
This Offering Circular has not been approved by and will not be submitted for approval to the
Commission de surveillance du secteur financier of Luxembourg. The Notes may not be offered or sold
to the public in the Grand Duchy of Luxembourg (Luxembourg), directly or indirectly, and neither this
Offering Circular nor any other circular, prospectus, form of application, advertisement, communication
or other material may be distributed, or otherwise made available in or from, or published in,
Luxembourg except (i) for the sole purpose of the admission to trading of the Notes on the Euro MTF or
the Euro MTF Professional Segment and listing of the Notes on the Official List of the Luxembourg
Stock Exchange (or any other stock exchange or market that is not a regulated market for the purposes
of MiFID) and in circumstances which do not constitute an offer of securities to the public pursuant to
the Prospectus Act 2019 or (ii) in other circumstances which do not constitute an offer of securities to
the public within the meaning of the Prospectus Act 2019.
The payment and delivery of all amounts due in respect of Notes issued by CGMHI will be
unconditionally and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CGMHI
Guarantor) pursuant to a deed of guarantee dated 25 January 2019 (such deed of guarantee as amended
and/or supplemented and/or replaced from time to time, the CGMHI Deed of Guarantee) executed by
the CGMHI Guarantor.
The payment and delivery of all amounts due in respect of Notes issued by CGMFL will be
unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such
capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 21 December 2015 (such deed
of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL Deed of
Guarantee) executed by the CGMFL Guarantor.
Notes issued by Citigroup Inc. and CBNA will not be guaranteed by any entity.
Each Issuer, the CGMHI Guarantor and the CGMFL Guarantor has a right of substitution as set out in
the Terms and Conditions of the Notes set out herein.
Notes may be issued on a continuing basis to Citigroup Global Markets Limited and/or Citigroup Global
Markets Inc. and/or Citigroup Global Markets Europe AG and/or any additional dealer appointed under
the Programme from time to time by the Issuers (each a Dealer and together the Dealers) which
appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Notes, the
Dealer(s) will be specified in the applicable Pricing Supplement (as defined below). However, each
Issuer reserves the right to sell Notes directly on its own behalf to other entities and to offer Notes in
specified jurisdictions directly to the public through distributors, in accordance with all applicable rules
and regulations. Notes may be resold at prevailing market prices, or at prices related thereto, at the time
of such resale, as determined by the Issuer or the relevant Dealer. Notes may also be sold by the Issuer
through the Dealer(s), acting as agent of the Issuer.
Investing in the Notes involves certain risks, and you should fully understand these before you invest.
See "Risk Factors" on pages 11 to 78 of this Offering Circular.
Pursuant to this Offering Circular, Notes may be issued whose return (in respect of any interest payable
on such Notes and/or their redemption amount) is linked to one or more security indices (Security Index
Linked Notes) or one or more inflation indices (Inflation Index Linked Notes) or one or more
commodity indices (Commodity Index Linked Notes) or one or more commodities (Commodity
Linked Notes) or one or more shares (Share Linked Notes) or one or more depositary receipts

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(Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked
Notes) or one or more mutual funds (Mutual Fund Linked Notes) or one or more currency exchange
rates (FX Rate Linked Notes) or one or more warrants (Warrant Linked Notes) or one or more
proprietary indices (Proprietary Index Linked Notes) or one or more Dividend Futures Contracts
(Dividend Futures Contract Linked Notes) or one or more rates (Rate Linked Notes), together,
Underlying Linked Notes, as more fully described herein.
Notes may provide that settlement will be by way of cash settlement (Cash Settled Notes) or physical
delivery (Physical Delivery Notes) as provided in the applicable Pricing Supplement.
The Issuer may from time to time issue Notes that are titled "Certificates" and, in such circumstances,
the terms "Note(s)" and "Noteholder(s)" as used herein shall be construed to be to "Certificate(s)" and
"Certificateholder(s)" and related expressions shall be construed accordingly.
Notes are issued in Series (as defined herein) and each Series may comprise one or more Tranches (as
defined herein) of Notes. Each Tranche is the subject of a final terms document (the Pricing Supplement
and references to the applicable Pricing Supplement shall be construed accordingly). The Pricing
Supplement will specify with respect to the issue of Notes to which it relates, inter alia, the specific
designation of the Notes, the aggregate principal amount and type of the Notes, the date of issue of the
Notes, the issue price, the relevant interest provisions (if any), and the redemption amount of the Notes
and, as relevant, the underlying security, share, bond, asset, index, commodity, rate, contract, currency
or other item(s) (each, an Underlying) to which the Notes relate and certain other terms relating to the
offering and sale of such Notes. The applicable Pricing Supplement supplements the Terms and
Conditions of the relevant Notes and may specify other terms and conditions which shall, to the extent
so specified or to the extent inconsistent with the Terms and Conditions of the relevant Notes,
supplement, replace and/or modify such Terms and Conditions. The relevant Pricing Supplement will
specify whether the Notes are to be listed and admitted to trading on the Euro MTF, the Euro MTF
Professional Segment and/or another stock exchange or market which is not a regulated market for the
purposes of MiFID agreed between the Issuer and the relevant Dealer(s) or will be unlisted.
The Terms and Conditions of the Notes will be as set out in "General Conditions of the Notes" and in the
relevant Schedule(s) thereto.
AN ISSUE OF NOTES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE
BOUGHT
AND
TRADED
BY
INVESTORS
WHO
ARE
PARTICULARLY
KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF
NOTES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE RELEVANT
NOTES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND THAT THEY
CONSIDER THE SUITABILITY OF THE RELEVANT NOTES AS AN INVESTMENT IN
LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. IT IS THE
RESPONSIBILITY OF PROSPECTIVE PURCHASERS TO ENSURE THAT THEY HAVE
SUFFICIENT KNOWLEDGE, EXPERIENCE AND PROFESSIONAL ADVICE TO MAKE
THEIR OWN LEGAL, FINANCIAL, TAX, ACCOUNTING AND OTHER BUSINESS
EVALUATION OF THE MERITS AND RISKS OF INVESTING IN THE NOTES AND ARE
NOT RELYING ON THE ADVICE OF THE ISSUER, THE CGMHI GUARANTOR, THE
CGMFL GUARANTOR OR ANY DEALER IN THIS REGARD. NOTES MAY INVOLVE A
HIGH DEGREE OF RISK, INCLUDING THE PRINCIPAL NOT BEING PROTECTED.
POTENTIAL INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR
INVESTMENT IN THE NOTES. SEE "RISK FACTORS" SET OUT HEREIN.
Prospective investors should note that Events of Default in respect of the CGMHI Guarantor are
limited to the events stated in Conditions 9(a)(i) and 9(a)(ii) of the General Conditions of the Notes
relating to default in payment of principal or interest in respect of the Notes but will not include
the insolvency or bankruptcy of the CGMHI Guarantor (or any similar event), any other default
of the CGMHI Guarantor or the CGMHI Deed of Guarantee being (or being claimed not to be) in
full force and effect. Therefore, even though the CGMHI Guarantor may be declared insolvent or
have entered into bankruptcy proceedings or disclaimed the CGMHI Deed of Guarantee, holders
of Notes issued by CGMHI will not be able to trigger an Event of Default under the Notes and thus
will not be able to cause the Notes to be immediately due and payable, and the Notes will not redeem

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until maturity (unless there has been an Event of Default due to non-payment of interest or
principal or bankruptcy or other default of CGMHI in the meantime). It is possible that holders
may receive a lower return at maturity than if they were able to accelerate the Notes for immediate
repayment in such circumstances.
Subject as provided below in the case of Swedish Notes and Finnish Notes, Notes to be issued hereunder
will be in registered form (Registered Notes) and will be represented by registered note certificates
(Registered Note Certificates), one Registered Note Certificate being issued in respect of each holder's
entire holding of Registered Notes of one Series. Registered Notes which are held in Euroclear Bank
S.A./N.V. (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg) or the Depository
Trust Company (DTC), as the case may be, will be represented by a global Registered Note Certificate
(a Global Registered Note Certificate) registered in the name of a nominee for either Euroclear and
Clearstream, Luxembourg or DTC, as the case may be, and the Global Registered Note Certificate will
be delivered to the appropriate depositary, common safekeeper or custodian, as the case may be. Interests
in a Global Registered Note Certificate will be exchangeable for definitive Registered Note Certificates
as described under "Form of the Notes" set out herein.
In addition, indirect interests in Notes may be delivered, held and settled via the CREST Depository
Interest (CDI) mechanism in Euroclear UK & Ireland Limited (CREST).
Notwithstanding the foregoing, Notes issued in accordance with the Swedish Act on central Securities
Depositories and Financial Instruments Accounts (Sw. lag (1998:1479) om värdepapperscentraler och
kontoföring av financiella instrument) (SFIA Act) (Swedish Notes) will be issued in uncertificated and
dematerialised book-entry form in accordance with the SFIA Act. No global or definitive registered
Swedish Notes will be issued. The Swedish Notes will be transferable only in accordance with the
provisions of the SFIA Act, other applicable Swedish legislation and the rules and regulations applicable
to, and/or issued by, Euroclear Sweden AB (Euroclear Sweden).
Notwithstanding the foregoing, Notes issued in accordance with the Finnish Act on the Book-Entry
System and Clearing (Fin. laki arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended))
and with the Finnish Act on the Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as
amended)) (Finnish Notes) will be issued in uncertificated and dematerialised book entry form in
accordance with the Finnish Act on the Book-Entry System and Clearing (Fin. laki
arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended)) and with the Finnish Act on
Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as amended)). No global or definitive
registered Notes will be issued. The Finnish Notes will be transferable only in accordance with the
legislation, rules and regulations applicable to, and/or issued by, Euroclear Finland Ltd (Euroclear
Finland).
None of the Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee has been
nor will be registered under the United States Securities Act of 1933, as amended (the Securities
Act), or with any securities regulatory authority of any state or other jurisdiction of the United
States. Notes issued by Citigroup Inc., CBNA, CGMHI or CGMFL may be offered and sold outside
of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act
(Regulation S). Notes issued by Citigroup Inc. or CGMHI may be offered and sold within the
United States to "qualified institutional buyers" (QIBs) in transactions exempt from registration
under the Securities Act in reliance on Rule 144A under the Securities Act (Rule 144A). Notes may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S) other than, in the case of Notes issued by Citigroup Inc. or CGMHI,
to QIBs in reliance on Rule 144A. Notes issued by CBNA, and Notes issued by CGMFL which are
guaranteed by the CGMFL Guarantor, will not be offered and sold in the United States or to, or
for the account or benefit of, U.S. persons at any time. For a description of certain restrictions on
offers, sales and transfers of Notes, see "Subscription and Sale and Transfer and Selling
Restrictions". Any purchaser of Notes that is a registered U.S. investment company should consult
its own counsel regarding the applicability of Section 12(d) and Section 17 of the Investment
Company Act of 1940 and the rules promulgated thereunder to its purchase of Notes and should
reach an independent conclusion with respect to the issues involved in such purchase.

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The Notes, the CGMHI Deed of Guarantee, the CGMFL Deed of Guarantee and any Entitlement do not
constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options
thereon) subject to the United States Commodity Exchange Act, as amended (the CEA), and trading in
the Notes has not been approved by the United States Commodity Futures Trading Commission (the
CFTC) pursuant to the CEA.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and
holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject
to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a
plan, individual retirement account or other arrangement subject to Section 4975 of the U.S.
Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or other plan
or arrangement subject to any laws, rules or regulations substantially similar to Title I of ERISA
or Section 4975 of the Code.
Agreement and Acknowledgement with Respect to the Exercise of the Bail-in Power in Respect of
Notes Issued by CGMFL
Each Noteholder of Notes issued by CGMFL (CGMFL Notes) (including each holder of a beneficial
interest in such CGMFL Notes) acknowledges, accepts, consents and agrees, notwithstanding any other
term of the CGMFL Notes or any other agreements, arrangements or understandings between CGMFL
and such Noteholder, by its acquisition of such CGMFL Notes, to be bound by the exercise of, any bail-
in power by the relevant resolution authority. See Condition 24 of the General Conditions and also the
risk factor "Risks relating to the exercise of any bail-in power by the relevant resolution authority in
respect of Notes issued by CGMFL and Noteholder agreement to be bound thereby".
CREDIT RATINGS
Citigroup Inc. has a long term/short term senior debt rating of BBB+/A-2 by Standard & Poor's Financial
Services LLC (S&P), A3/P-2 by Moody's Investors Service, Inc. (Moody's) and A/F1 by Fitch Ratings,
Inc. (Fitch). CBNA has a long term/short term senior debt rating of A+/A-1 by S&P, Aa3/P-1 by
Moody's and A+/F1 by Fitch. CGMHI has a long term/short term senior debt rating of BBB+/A-2 by
S&P, A3/P-2 by Moody's and A/F1 by Fitch. CGMFL has a long term/short term senior debt rating of
A+/A-1 by S&P and A+/F1 by Fitch. CGML has a long term/short term senior debt rating of A+/A-1 by
S&P, A1/P-1 by Moody's and A+/F1 by Fitch. The rating of a certain Tranche of Notes may be specified
in the applicable Pricing Supplement.
S&P is not established in the European Union or the United Kingdom and has not applied for registration
under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). The S&P ratings have been
endorsed by S&P Global Ratings Europe Limited (SPGRE). SPGRE is established in the European
Union and registered under the CRA Regulation. As such SPGRE is included in the list of credit rating
agencies published by the European Securities Market Authority (ESMA) on its website (at
http://www.esma.europa.eu/page/List registered and certified CRAs) in accordance with the CRA
Regulation. ESMA has indicated that ratings issued in the United States of America which have been
endorsed by SPGRE may be used in the European Union (which for these purposes includes the United
Kingdom) by the relevant market participants.
Moody's is not established in the European Union or in the United Kingdom and has not applied for
registration under the CRA Regulation. The Moody's ratings have been endorsed by Moody's Investors
Service Ltd. in accordance with the CRA Regulation. Moody's Investors Service Ltd. is established in
the United Kingdom and registered under the CRA Regulation. As such, Moody's Investors Service Ltd.
is included in the list of credit rating agencies published by ESMA on its website (at
http://www.esma.europa.eu/page/List registered and certified CRAs) in accordance with the CRA
Regulation. ESMA has indicated that ratings issued in the United States of America which have been
endorsed by Moody's Investors Service Ltd. may be used in the European Union (which for these
purposes includes the United Kingdom) by the relevant market participants.
Fitch is not established in the European Union or the United Kingdom and has not applied for registration
under the CRA Regulation. The Fitch ratings have been endorsed by Fitch Ratings Limited in accordance
with the CRA Regulation. Fitch Ratings Limited is established in the United Kingdom and registered

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under the CRA Regulation. As such, Fitch Ratings Limited is included in the list of credit rating agencies
published by ESMA on its website (at http://www.esma.europa.eu/page/List registered and certified
CRAs) in accordance with the CRA Regulation. ESMA has indicated that ratings issued in the United
States of America which have been endorsed by Fitch Ratings Limited may be used in the European
Union (which for these purposes includes the United Kingdom) by the relevant market participants.
The Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee constitute unconditional
liabilities of the respective entity and of no other person. None of the Notes, the CGMHI Deed of
Guarantee and the CGMFL Deed of Guarantee is insured by the Federal Deposit Insurance Corporation
(FDIC) or any other deposit protection insurance scheme.
An Index of Defined Terms is set out on pages 485 to 492 of this Offering Circular.
Arranger of the Programme
Citigroup
Dealers
Citigroup
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RESPONSIBILITY STATEMENT
Citigroup Inc. accepts responsibility for the information contained in the Citigroup Inc. Offering
Circular but does not take responsibility for the CBNA Offering Circular, the CGMHI Offering Circular
or the CGMFL Offering Circular. To the best of the knowledge of Citigroup Inc., the information
contained in the Citigroup Inc. Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
CBNA accepts responsibility for the information contained in the CBNA Offering Circular but does not
take responsibility for the Citigroup Inc. Offering Circular, the CGMHI Offering Circular or the CGMFL
Offering Circular. To the best of the knowledge of CBNA, the information contained in the CBNA
Offering Circular is in accordance with the facts and does not omit anything likely to affect the import
of such information.
CGMHI accepts responsibility for the information contained in the CGMHI Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the
CGMFL Offering Circular. To the best of the knowledge of CGMHI, the information contained in the
CGMHI Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The CGMHI Guarantor accepts responsibility for the information contained in the CGMHI Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global Markets
Holdings Inc." and the information set out in the sections of " Overview of the Programme" entitled
"Description of CGMHI" and "Business of CGMHI"). The CGMHI Guarantor does not take
responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the CGMFL
Offering Circular. To the best of the knowledge of the CGMHI Guarantor, the information contained in
the CGMHI Offering Circular (excluding the information set out under the heading "Description of
Citigroup Global Markets Holdings Inc." and the information set out in the sections of "Overview of the
Programme" entitled "Description of CGMHI" and "Business of CGMHI") is in accordance with the
facts and does not omit anything likely to affect the import of such information.
CGMFL accepts responsibility for the information contained in the CGMFL Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the
CGMHI Offering Circular. To the best of the knowledge of CGMFL, the information contained in the
CGMFL Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The CGMFL Guarantor accepts responsibility for the information contained in the CGMFL Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global Markets
Funding Luxembourg S.C.A." and the information set out in the sections of "Overview of the Programme"
entitled "Description of CGMFL" and "Business of CGMFL"). The CGMFL Guarantor does not take
responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the CGMHI
Offering Circular. To the best of the knowledge of the CGMFL Guarantor, the information contained in
the CGMFL Offering Circular (excluding the information set out under the heading "Description of
Citigroup Global Markets Funding Luxembourg S.C.A." and the information set out in the sections of
"Overview of the Programme" entitled "Description of CGMFL" and "Business of CGMFL") is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The Citigroup Inc. Offering Circular should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the Citigroup Inc.
Offering Circular"). The Citigroup Inc. Offering Circular shall be read and construed on the basis that
such documents are incorporated into and form part of the Citigroup Inc. Offering Circular.
The CBNA Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CBNA Offering Circular"). The
CBNA Offering Circular shall be read and construed on the basis that such documents are incorporated
into and form part of the CBNA Offering Circular.

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The CGMHI Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CGMHI Offering Circular").
The CGMHI Offering Circular shall be read and construed on the basis that such documents are
incorporated into and form part of the CGMHI Offering Circular.
The CGMFL Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CGMFL Offering Circular").
The CGMFL Offering Circular shall be read and construed on the basis that such documents are
incorporated into and form part of the CGMFL Offering Circular.
The Citigroup Inc. offering circular (the Citigroup Inc. Offering Circular) will comprise this Offering
Circular with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
CBNA" and "Business of CBNA";
(b)
the information in the section entitled "Documents Incorporated by Reference for the CBNA
Offering Circular" and all information incorporated therein by reference thereby;
(c)
the information in the section entitled "Description of Citibank, N.A.";
(d)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";
(e)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby;
(f)
the information in the section entitled "Description of Citigroup Global Markets Holdings Inc.";
(g)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(h)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(i)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(j)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(k)
the information in the section entitled "Form of CGMHI Deed of Guarantee";
(l)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(m)
the information in the section entitled "Form of CGMFL All Monies Guarantee"
The CBNA offering circular (the CBNA Offering Circular) will comprise this Offering Circular with
the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc.." and "Business of Citigroup Inc.";
(b)
the information in the section entitled "Documents Incorporated by Reference for the Citigroup
Inc. Offering Circular" and all information incorporated therein by reference thereby;
(c)
the information in the section entitled "Description of Citigroup Inc.";
(d)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";

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(e)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby;
(f)
the information in the section entitled "Description of Citigroup Global Markets Holdings Inc.";
(g)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(h)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(i)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(j)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(k)
the information in the section entitled "Form of CGMHI Deed of Guarantee";
(l)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(m)
the information in the section entitled "Form of CGMFL All Monies Guarantee".
The CGMHI offering circular (the CGMHI Offering Circular) will comprise this Offering Circular
with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc." and "Business of Citigroup Inc.";
(b)
the information in the section entitled "Documents Incorporated by Reference for the Citigroup
Inc. Offering Circular" and all information incorporated therein by reference thereby;
(c)
in the "Overview of the Programme", the information in the sections entitled "Description of
CBNA" and "Business of CBNA";
(d)
the information in the section entitled "Documents Incorporated by Reference for the CBNA
Offering Circular" and all information incorporated therein by reference thereby;
(e)
the information in the section entitled "Description of Citibank, N.A.";
(f)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(g)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(h)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(i)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(j)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(k)
the information in the section entitled "Form of CGMFL All Monies Guarantee".
The CGMFL offering circular (the CGMFL Offering Circular) will comprise this Offering Circular
with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc." and "Business of Citigroup Inc.";

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(b)
the information in the section entitled "Documents Incorporated by Reference for the Citigroup
Inc. Offering Circular" and all information incorporated therein by reference thereby;
(c)
the information in the section entitled "Description of Citigroup Inc.";
(d)
in the "Overview of the Programme", the information in the sections entitled "Description of
CBNA" and "Business of CBNA";
(e)
the information in the section entitled "Documents Incorporated by Reference for the CBNA
Offering Circular" and all information incorporated therein by reference thereby;
(f)
the information in the section entitled "Description of Citibank, N.A.";
(g)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";
(h)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby; and
(i)
the information in the section entitled "Description of Citigroup Global Markets Holdings Inc.";
and
(j)
the information in the section entitled "Form of CGMHI Deed of Guarantee".
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of any Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer, the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL Guarantor (where the Issuer
is CGMFL) or any of the Dealers. Neither the delivery of this Offering Circular nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer and/or, where applicable, the CGMHI Guarantor or the CGMFL
Guarantor since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial position of any
Issuer, the CGMHI Guarantor and/or the CGMFL Guarantor since the date hereof or the date upon
which this Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.

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