Obligation Citigroup 1.5% ( XS1859010685 ) en EUR

Citigroup

100 % ▲

Etas-Unis

XS1859010685 ( en EUR )

1.5% par an ( paiement annuel )

24/07/2026

Prospectus brochure de l'obligation Citigroup XS1859010685 en EUR 1.5%, échéance 24/07/2026

100 000 EUR

1 750 000 000 EUR

24/07/2025 ( Dans 106 jours )

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 EUR, avec le code ISIN XS1859010685, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/07/2026

BASE PROSPECTUS

Programme for the issuance of
Euro Medium-Term Notes, Series C
Under the Programme for the issuance of Euro Medium-Term Notes, Series C described in this base prospectus (the "Base
Prospectus") which constitutes a base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"), Citigroup Inc. (the "Issuer" or "Citigroup") may from time to time issue senior notes (the "Senior
Notes") and subordinated notes (the "Subordinated Notes" and, together with the Senior Notes, the "Notes") with a maturity
of twelve months or more, subject to compliance with all laws, regulations and directives. The Notes for all purposes are
governed by and construed in accordance with the internal laws of the State of New York.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"),
in its capacity as competent authority under the EU Prospectus Regulation. The base prospectus has been issued in compliance
with the EU Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Euro
Medium-Term Note Programme (the "Programme") described in this Base Prospectus during the period ending on 9 June
2024. The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material
inaccuracies does not apply after the date on which this Base Prospectus is no longer valid.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the EU Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer nor as an
endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in such Notes.
Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing
on the official list of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock
Exchange, but Citigroup is not required to maintain this listing. See "Risk Factors--The Issuer may elect to de-list the Notes
if statutory requirements become impracticable or unduly burdensome." The regulated market of the Luxembourg Stock
Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended
(the "EU MiFID Directive" or "EU MiFID II"). The Programme also permits Notes to be issued on the basis that they will
not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to
be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation
systems as may be agreed with the Issuer. Application has been made for a certificate of approval under Article 25 of the EU
Prospectus Regulation to be issued by the CSSF to the competent authority in each of France, Germany, The Netherlands, Republic
of Ireland, Spain, Italy, the Kingdom of Denmark, Belgium and Austria. This document as well as the documents incorporated by
reference will be published on the website of the Luxembourg Stock Exchange (www.luxse.com).
By approving this Base Prospectus, investors should note that the CSSF, in its capacity as competent authority under the
Luxembourg Act dated 16 July 2019 on prospectuses for securities, as amended (the "Prospectus Law 2019"), assumes no
responsibility as to the economic and financial soundness of any transactions contemplated by this Base Prospectus or the
quality or solvency of the Issuer, in line with Article 6(4) of the Prospectus Law 2019.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities
Act"). Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to a U.S
Person (as such term is defined in Regulation S under the Securities Act). For a description of certain restrictions on
offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any final terms and other offering
material relating to the Notes, see "Subscription and Sale."
The Notes will not be deposits or savings accounts but are unsecured debt obligations of Citigroup. The Notes will not be
insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Arranger
Citigroup
Dealer
Citigroup
The date of this Base Prospectus is 9 June 2023.
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TABLE OF CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME FOR THE PURPOSES OF ARTICLE 25 OF
COMMISSION DELEGATED REGULATION (EU) 2019/980 ................................................................ 7
RISK FACTORS .......................................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 17
SUPPLEMENTS TO THIS BASE PROSPECTUS ................................................................................... 21
FORMS OF THE NOTES .......................................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 23
FORM OF FINAL TERMS ........................................................................................................................ 69
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 85
EUROPEAN UNION TRANSPARENCY DIRECTIVE .......................................................................... 88
THE ISSUER ............................................................................................................................................. 89
DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC. .................................................... 92
SELECTED FINANCIAL INFORMATION RELATING TO THE ISSUER .......................................... 94
TAXATION ............................................................................................................................................... 95
SUBSCRIPTION AND SALE ................................................................................................................... 98
USE OF PROCEEDS ............................................................................................................................... 102
GENERAL INFORMATION .................................................................................................................. 109
NON-CONFIDENTIALITY .................................................................................................................... 113
INDEX OF DEFINED TERMS ............................................................................................................... 114

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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Base Prospectus and declares that, to
the best of the knowledge of the Issuer, the information contained in this Base Prospectus is in accordance
with the facts and the Base Prospectus makes no omission likely to affect its import. Where information
contained in this Base Prospectus has been sourced from a third party, this information has been accurately
reproduced and so far as the Issuer is aware and able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of the EU Prospectus Regulation in
respect of the Notes. This Base Prospectus has also been prepared for the purpose of giving information
with regard to the Issuer and its subsidiaries, which, according to the particular nature of the Issuer and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer, the rights attaching to the Notes and the reasons for
any issuance of Notes and its impact on the Issuer.
This Base Prospectus should be read and construed together with any supplements hereto and with any
other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms (as defined herein).
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in connection with the
Programme or any information supplied by the Issuer or such other information as is in the public domain
in connection with the issue or sale of the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in
Subscription and Sale). Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the
financial position or affairs of the Issuer since the date hereof or the date upon which this document has
been most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time after the date on which it is supplied or, if different, the date indicated
in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any
such restriction. For a description of certain restrictions on offers, sales and deliveries of Notes and on the
distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes,
see "Subscription and Sale." In particular, Notes have not been and will not be registered under the U.S.
Securities Act of 1933 (as amended) (the "Securities Act"). Subject to certain exceptions, Notes may not
be offered or sold within the United States or to a U.S. Person (as such term is defined in Regulation S
under the Securities Act).
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of
the Issuer or the Dealers to subscribe for, or purchase, any Notes and should not be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any
Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final
Terms shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
The Dealers have not separately verified the information contained in this Base Prospectus. None of the
Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus
nor any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this
Base Prospectus (or any information incorporated herein by reference) should purchase Notes. Each
purchaser of Notes should determine for itself the relevance of the information contained in this Base
Prospectus (and any information incorporated herein by reference) and its purchase of Notes should be
based upon such investigation as it deems necessary. No representation or warranty is made or implied by
the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates
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makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of
the information contained in this Base Prospectus. None of the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the Programme nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Dealers.
For convenience, the website addresses of the Issuer and certain third parties have been provided in this
Base Prospectus. Except as expressly set forth in this Base Prospectus, no information in such websites
should be deemed to be incorporated in, or form a part of, this Base Prospectus and neither the Issuer nor
the Dealers take responsibility for the information contained in such websites.
In this Base Prospectus, unless otherwise specified, references to "U.S.$", "U.S. dollars" or "dollars" are
to United States dollars, references to "£", "GBP" and "Sterling" are to the lawful currency for the time
being of the United Kingdom and references to "", "EUR" or "Euro" are to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended, and as defined in Article 2 of Council Regulation (EC) No 974/98 of
3 May 1998 on the introduction of the Euro, as amended.
Information relating to alternative performance measures ("APMs") for the purposes of the guidelines
published by the European Securities and Markets Authority is set out in Appendix 1 to this Base
Prospectus.
Prospective investors should carefully review the information set out in the relevant Final Terms regarding
the use of the net proceeds and must determine independently if these meet investment criteria and
expectations regarding social impact and housing, inclusion and sustainability performance. No assurance
or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or
certification of any third party. For more information, please see the risk factor entitled "There can be no
assurance that any Eligible Green Assets, Affordable Housing Assets or Social Finance Assets (each as
defined in the relevant Final Terms)) will meet investor criteria and expectations regarding social impact
and housing, inclusion and sustainability performance" below.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area ("EEA") will be made
pursuant to an exemption under the EU Prospectus Regulation from the requirement to publish a prospectus
for offers of Notes. Accordingly any person making or intending to make an offer in that Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final
Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the EU Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each
case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Member State or, where appropriate, approved in another Member State and notified to
the competent authority in that Member State and (in either case) published, all in accordance with the EU
Prospectus Regulation, provided that any such prospectus has subsequently been completed by Final
Terms which specifies that offers may be made other than pursuant to Article 1(4) of the EU Prospectus
Regulation in that Member State, and such offer is made in the period beginning and ending on the dates
specified for such purpose in such prospectus or final terms, as applicable, and the Issuer has consented in
writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply,
neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer. This Base Prospectus, together with any prospectus supplement, is a base
prospectus for the purposes of Article 8 of the EU Prospectus Regulation.
The expression "Transparency Directive" means Directive 2004/109/EC, as amended, on the
harmonization of transparency requirements in relation to information about issuers whose securities are
admitted to trading on a regulated market.
EU MiFID II product governance / target market The Final Terms in respect of any Notes may include
a legend entitled "EU MiFID II product governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking
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its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the EU MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the EU MiFID Product Governance Rules.
UK MIFIR product governance - The Final Terms in respect of any Notes (or Pricing Supplement, in the
case of Exempt Notes) may include a legend entitled "UK MiFIR Product Governance" which will outline
the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any distributor should take into consideration the target market assessment; however, a
distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
IMPORTANT - EEA RETAIL INVESTORS If the applicable Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
IMPORTANT - UK RETAIL INVESTORS If the applicable Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA");
or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Consent to the use of this Base Prospectus - In addition, in the context of any offer of Notes that is not
made within an exemption from the requirement to publish a prospectus under the EU Prospectus
Regulation (a "Public Offer"), the Issuer accepts responsibility in Luxembourg, France, Germany, The
Netherlands, the Republic of Ireland, Spain, Italy, the Kingdom of Denmark, Belgium and Austria (each a
"Public Offer Jurisdiction") for the content of this Base Prospectus in relation to any person (an
"Investor") in a Public Offer Jurisdiction to whom an offer of any Notes is made by any financial
intermediary to whom the Issuer has given its consent to use this Base Prospectus (an "Authorised
Offeror"), where the offer is made during the period for which that consent is given and is in compliance
with all other conditions attached to the giving of the consent, all as mentioned in this Base Prospectus.
However, neither the Issuer nor any Dealer has any responsibility for any of the actions of any Authorised
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Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules or other
local regulatory requirements or other securities law requirements in relation to such offer.
If so specified in the Final Terms in respect of any Tranche of Notes, the Issuer consents to the use of this
Base Prospectus in connection with a Public Offer of the relevant Notes during the Offer Period specified
in the relevant Final Terms (the "Offer Period") either:
(1)
in the Relevant State(s) specified in the relevant Final Terms by any financial intermediary which
satisfies the following conditions and any additional conditions specified in the relevant Final
Terms:
(a)
it is authorised to make such offers under the EU MiFID Directive; and
(b)
it publishes on its website the following statement (with the information in square brackets
completed with the relevant information):
"We, [insert legal name of financial intermediary], are a financial intermediary authorised
under the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended)
to make offers of securities such as the [insert title of the relevant Notes] (the "Notes")
described in the Final Terms dated [insert date] (the "Final Terms") published by
Citigroup Inc. (the "Issuer"). We refer to the offer of the Notes in [insert relevant Public
Offer Jurisdiction(s)] during the Offer Period specified in the Final Terms (the "Public
Offer"). In consideration for the Issuer offering to grant its consent to our use of the Base
Prospectus (as defined in the Final Terms) in connection with the Public Offer on the
Authorised Offeror Terms specified in the Base Prospectus and subject to the conditions
to such consent, we hereby accept such offer. Accordingly, we are using the Base
Prospectus in connection with the Public Offer in accordance with the consent of the Issuer
on the Authorised Offeror Terms and subject to the conditions of such consent."
The "Authorised Offeror Terms" are that the relevant financial intermediary:
1.
represents, warrants and undertakes for the benefit of the Issuer that it will, at all
times in connection with the relevant Public Offer:
(a)
act in accordance with all applicable laws, rules, regulations and
guidance of any applicable regulatory bodies (the "Rules");
(b)
comply with the restrictions set out under Subscription and Sale in this
Base Prospectus which would apply as if it were a Dealer;
(c)
comply with the target market and distribution channels identified under
the "EU MiFID II product governance" legend set out in the applicable
Final Terms;
(d)
ensure that any fee (and any commissions or benefits of any kind)
received or paid by that financial intermediary in relation to the offer or
sale of the Notes does not violate the Rules and is fully and clearly
disclosed to investors or potential investors;
(e)
hold all licences, consents, approvals and permissions required in
connection with solicitation of interest in, or offers or sales of, the Notes
under the Rules;
(f)
comply with applicable anti-money laundering, anti-bribery, prevention
of corruption and "know your client" Rules, and will not permit any
application for Notes in circumstances where the financial intermediary
has any suspicions as to the source of the application monies;
(g)
retain investor identification records for at least the minimum period
required under applicable Rules, and shall, if so requested, make such
records available to the Issuer or directly to the appropriate authorities
with jurisdiction over either Issuer in order to enable the Issuer to comply
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with anti-money laundering, anti-bribery and "know your client" Rules
applying to the Issuer;
(h)
ensure that it does not, directly or indirectly, cause the Issuer to breach
any Rule or subject the Issuer to any requirement to obtain or make any
filing, authorisation or consent in any jurisdiction;
(i)
comply with any further requirements relevant to the Public Offer as
specified in the applicable Final Terms;
(j)
not convey or publish any information that is not contained in or entirely
consistent with this Base Prospectus as supplemented by the applicable
Final Terms; and
(k)
if it conveys or publishes any communication (other than this Base
Prospectus or any other materials provided to such financial intermediary
by or on behalf of the Issuer for the purposes of the relevant Public Offer)
in connection with the relevant Public Offer, it will ensure that such
communication (a) is fair, clear and not misleading and complies with
the Rules, (b) states that such financial intermediary has provided such
communication independently of the Issuer, that such financial
intermediary is solely responsible for such communication and that the
Issuer does not accept any responsibility for such communication and (c)
does not, without the prior written consent of the Issuer, use the legal or
publicity names of the Issuer or any other name, brand or logo registered
by an entity within the Citigroup group of companies, except to describe
the Issuer as issuer of the relevant Notes; and
2.
undertakes to indemnify the Issuer (in each case on behalf of such entity and its
directors, officers, employees, agents, affiliates and controlling persons) against
any losses, liabilities, costs, claims, charges, expenses, actions or demands which
any of them may incur or which may be made against any of them arising out of
or in relation to, or in connection with, any breach of any of the foregoing
representations, warranties or undertakings by such financial intermediary,
including (without limitation) any unauthorised action by such financial
intermediary or failure by such financial intermediary to observe any of the above
restrictions or requirements; and
3.
agrees and accepts that:
(a)
the contract between the Issuer and the financial intermediary formed
upon acceptance by the financial intermediary of the Issuer's offer to use
the Base Prospectus with its consent in connection with the relevant
Public Offer (the "Authorised Offeror Contract"), and any
non-contractual obligations arising out of or in connection with the
Authorised Offeror Contract, shall be governed by, and construed in
accordance with, English law; and
(b)
the courts of England are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the Authorised
Offeror Contract (including a dispute relating to any non-contractual
obligations arising out of or in connection with the Authorised Offeror
Contract) and accordingly submits to the exclusive jurisdiction of the
English courts.
Or,
(2)
by the financial intermediaries specified in the relevant Final Terms, in the Relevant State(s)
specified in the relevant Final Terms and subject to the relevant conditions specified in the relevant
Final Terms, for so long as they are authorised to make such offers under the EU MIFID Directive.
The Issuer may give consent to additional financial intermediaries after the date of the relevant
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Final Terms and, if it does so, the Issuer will publish the above information in relation to them on
its website.
The consent referred to above relates to Public Offers occurring within 12 months from the date of this
Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Public Offer as
set out in (1) above is required, for the duration of the relevant Offer Period, to publish on its website
that it is using this Base Prospectus for such Public Offer in accordance with the consent of the Issuer
and the conditions attached thereto.
To the extent specified in the relevant Final Terms, an offer may be made during the relevant Offer Period
by any of the Issuer or any relevant Authorised Offeror in any Relevant State and subject to any relevant
conditions, in each case all as specified in the relevant Final Terms.
Neither the Issuer nor any of the Dealers has authorised the making of any Public Offer of any Notes by
any person in any circumstances and such person is not permitted to use this Base Prospectus in connection
with its offer of any Notes unless (1) the offer is made by an Authorised Offeror as described above or (2)
the offer is otherwise made in circumstances falling within an exemption from the requirement to publish
a prospectus under the EU Prospectus Regulation. Any such unauthorised offers are not made by or on
behalf of the Issuer, any Dealer or any Authorised Offeror and none of the Issuer, any Dealer or any
Authorised Offeror has any responsibility or liability for the actions of any person making such offers.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and
offers and sales of the Notes to an Investor by an Authorised Offeror will be made, in accordance
with any terms and other arrangements in place between such Authorised Offeror and such Investor
including as to price, allocation, settlement arrangements and any expenses or taxes to be charged to
the Investor (the "Terms and Conditions of the Public Offer"). The Issuer will not be a party to any
such arrangements with Investors (other than Dealers) in connection with the offer or sale of the
Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such information.
The Terms and Conditions of the Public Offer shall be provided to Investors by that Authorised
Offeror at the relevant time. None of the Issuer, any of the Dealers or other Authorised Offerors has
any responsibility or liability for such information.
BENCHMARK REGULATION - Interest and/or other amounts payable under the Notes may be
calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for
the purposes of Regulation (EU) 2016/1011 (the "EU Benchmark Regulation"). If any such reference rate
does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is provided
by an administrator included in the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the EU Benchmark
Regulation. The registration status of any administrator under the EU Benchmark Regulation is a matter of
public record and, save where required by applicable law, the Issuer does not intend to update the Final
Terms to reflect any change in the registration status of the administrator.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) ACTING AS THE STABILISATION MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) MAY OVER-ALLOT NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT OCCUR. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND,
IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
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FORWARD-LOOKING STATEMENTS
Certain statements in this Base Prospectus and in other information incorporated by reference in this Base
Prospectus are "forward-looking statements" within the meaning of the rules and regulations of the U.S.
Securities and Exchange Commission. Generally, forward-looking statements are not based on historical
facts, but instead represent the Issuer's and its management's beliefs regarding future events. Such
statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase,
may fluctuate, target, and illustrative, and similar expressions or future or conditional verbs such as will,
should, may, would and could.
Such statements are based on management's current expectations and are subject to risks, uncertainties and
changes in circumstances. Actual results of operations and other financial conditions including capital and
liquidity may differ materially from those included in these statements due to a variety of factors, including
without limitation, (i) the precautionary statements included in this Base Prospectus and (ii) the factors
listed and described under "Forward-Looking Statements" in the Issuer's 2022 Annual Report on Form
10-K and Quarterly Reports on Form 10-Q filed after the date hereof and the factors listed and described
under "Risk Factors" in Citigroup's 2022 Annual Report on Form 10-K. See "Documents Incorporated by
Reference". Precautionary statements included in such filings should be read in conjunction with this Base
Prospectus. Any forward-looking statements made by or on behalf of the Issuer speak only as to the date
they are made, and the Issuer does not undertake to update forward-looking statements to reflect the impact
of circumstances or events that arise after the forward-looking statements were made.
GENERAL DESCRIPTION OF THE PROGRAMME FOR THE PURPOSES OF ARTICLE 25
OF COMMISSION DELEGATED REGULATION (EU) 2019/980
The Programme is a Euro Medium-Term Note Programme under which the Issuer may, from time to time,
issue Notes including, without limitation, Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes and
other Notes subject to compliance with all applicable legal and/or regulatory and/or central bank
requirements. The applicable terms of any Notes will be agreed between the Issuer and the Dealers prior to
the issue of the Notes and will be set out in the Final Terms of the Notes endorsed on, or attached to, the
Notes.
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RISK FACTORS
Investing in Notes issued under the Programme involves certain risks. Set forth below are risk factors that
the Issuer believes are the principal risks involved in an investment in Notes that will be generally
applicable to most Series of Notes. If any of the following risks actually occurs, the trading price and/or
value at maturity of the Notes of the Issuer could decline and you could lose all or part of your investment.
Risks Relating to Citigroup
For a discussion of certain material risks and uncertainties that could impact the Issuer's businesses, results
of operations and financial condition, see "Risk Factors" in Part I, Item 1A of the Issuer's 2022 Annual
Report on Form 10-K for the year ended 31 December 2022 (the "2022 Report") (pages 41-54) as set out
below, which is incorporated by reference into this Base Prospectus as set out in the "Documents
incorporated by reference" section, or the corresponding section of any future Annual Report on Form
10-K or Quarterly Report on Form 10-Q filed by the Issuer after the date hereof, which are automatically
incorporated by reference into this Base Prospectus.
Description of risk factors, trends and events affecting Citigroup of the 2022 Report:
(a)
the market-related risks
Set out on numbered pages 41 to 42 of the 2022
Report.
(b)
the strategic risks
Set out on numbered pages 42 to 47 of the 2022
Report.
(c)
the operational risks
Set out on numbered pages 47 to 50 of the 2022
Report.
(d)
the credit risks
Set out on numbered page 50 of the 2022 Report.
(e)
the liquidity risks
Set out on numbered pages 50 to 51 of the 2022
Report.
(f)
the compliance risks
Set out on numbered pages 51 to 53 of the 2022
Report.
(g)
the other risks
Set out on numbered pages 53 to 54 of the 2022
Report.
Risks Relating to the Notes
Benchmark related risks
Certain base rates described herein refer to "benchmarks," including EURIBOR, that may be
discontinued or reformed, which may adversely affect the value of and return on floating rate Notes.
Certain base rates, including the Euro Interbank Offered Rate ("EURIBOR") and other rates or indices
described herein, are deemed to be "benchmarks" and are the subject of ongoing national and international
regulatory scrutiny and reform. Any of the international, national or other proposals for reform or the
general increased regulatory scrutiny of "benchmarks" could increase the costs and risks of administering
or otherwise participating in the setting of a "benchmark" and complying with any such regulations or
requirements. Such factors may have the effect of discouraging market participants from continuing to
administer or contribute to certain "benchmarks," trigger changes in the rules or methodologies used in
certain "benchmarks" or lead to the discontinuance or unavailability of quotes of certain "benchmarks."
To the extent interest payments on a floating rate Note are linked to a specific "benchmark" that is
discontinued or is no longer quoted, the applicable base rate will be determined using the alternative
methods described in the Conditions. Any of these alternative methods may result in interest payments that
are different than or that do not otherwise correlate over time with the payments that would have been made
on those Notes if the relevant "benchmark" was available in its current form.
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