Obligation CitiGroup 0% ( XS2137903071 ) en EUR

CitiGroup

100 % ⇌

Etats-unis

XS2137903071 ( en EUR )

03/04/2030

Prospectus brochure de l'obligation CitiGroup XS2137903071 en EUR 0%, échéance 03/04/2030

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 ( Etats-unis ) , en EUR, avec le code ISIN XS2137903071, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/04/2030

Underlying Linked Notes Base Prospectus dated 19 July 2019

CITIGROUP INC.
(incorporated in Delaware)
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 under number B 169.199)

each an issuer under the
Citi U.S.$60,000,000,000 Global Medium Term Note Programme
Securities issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and
irrevocably guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Securities 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)

INTRODUCTION TO THIS DOCUMENT
What is this document?
This document (the Base Prospectus) constitutes a "base prospectus" for the purposes of Article 5.4 of
Directive 2003/71/EC of the European Parliament and of the Council (as amended or superseded, the
Prospectus Directive) and relates to the Global Medium Term Note Programme (the Programme).
This Base Prospectus is valid for 12 months after its approval and may be supplemented from time to
time to reflect any significant new factor, material mistake or inaccuracy relating to the information
included in it.
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
as described in this Base Prospectus. This Base Prospectus supersedes and replaces in its entirety the
Base Prospectus dated 25 January 2019. This does not affect any Securities issued prior to the date of
this Base Prospectus.
How do I use this Base Prospectus?
This Base Prospectus (which includes information incorporated by reference) is intended to provide
you with information necessary to enable you to make an informed investment decision before
purchasing any Securities (as defined in Section F.1 below).

i

The contractual terms of any particular issuance of Securities will comprise the General Conditions of
the Securities (see Section F.1 below) together with the additional terms and conditions (see Section
F.2 below) set out in the section of this Base Prospectus entitled the "Schedules to the Terms and
Conditions of the Securities" and if the Securities are linked to:
(a)
one or more security indices, the section of this Base Prospectus entitled "Underlying
Schedule 1 (Security Index Conditions)";
(b)
one or more inflation indices, the section of this Base Prospectus entitled "Underlying
Schedule 2 (Inflation Index Conditions)";
(c)
one or more commodity indices, the section of this Base Prospectus entitled "Underlying
Schedule 3 (Commodity Index Conditions)";
(d)
one or more commodities, the section of this Base Prospectus entitled "Underlying Schedule 4
(Commodity Conditions)";
(e)
one or more shares, the section of this Base Prospectus entitled "Underlying Schedule 5 (Share
Conditions)";
(f)
one or more depositary receipts, the section of this Base Prospectus entitled "Underlying
Schedule 6 (Depositary Receipt Conditions)";
(g)
one or more exchange traded fund (ETF) shares, the section of this Base Prospectus entitled
"Underlying Schedule 7 (Exchange Traded Funds (ETF) Share Conditions)";
(h)
one or more mutual funds, the section of this Base Prospectus entitled "Underlying Schedule 8
(Mutual Fund Conditions)";
(i)
one or more currency exchange rates, the section of this Base Prospectus entitled "Underlying
Schedule 9 (FX Rate Conditions)";
(j)
one or more warrants, the section of this Base Prospectus entitled "Underlying Schedule 10
(Warrant Conditions)";
(k)
one or more proprietary indices, the section of this Base Prospectus entitled "Underlying
Schedule 11 (Proprietary Index Conditions)";
(l)
one or more Dividend Futures Contracts, the section of this Base Prospectus entitled
"Underlying Schedule 12 (Dividend Futures Contract Conditions)";
(m)
one or more rates, the section of this Base Prospectus entitled "Underlying Schedule 13 (Rate
Conditions)";
(n)
one or more preference shares, the section of this Base Prospectus entitled "Underlying
Schedule 14 (Preference Share Conditions)";
(o)
the credit of one or more specified entities, the section of this Base Prospectus entitled
"Underlying Schedule 15 (Credit Linked Conditions)"; and
(p)
a package skew position comprising (i) an index untranched credit derivative transaction and
(ii) a set of single name credit derivative transactions (with each single name transaction
corresponding to an underlying reference entity constituent of the corresponding index
transaction) where (i) and (ii) have equal and offsetting positions and result in no payment,
other than in the event of an early redemption (such Securities may or may not bear interest),
the section of this Base Prospectus entitled "Underlying Schedule 16 (Index Skew
Conditions)",
and, in relation to any tranche of Securities, as completed or supplemented, replaced and/or modified,
as applicable, by the information set out in the applicable Issue Terms (as described in "What are Issue
Terms" below).
This Base Prospectus also includes other general information such as:

ii

(a)
the principal risks the Issuer (as defined below) and (if applicable) the Guarantor (as defined
below) believe to be inherent in investing in the Securities;
(b)
information relating to the Issuer and (if applicable) the Guarantor;
(c)
information relating to the Programme and the Securities;
(d)
information on transfer and selling restrictions; and
(e)
taxation considerations.
All capitalised terms used will be defined in this Base Prospectus or the Issue Terms and are referenced
in the Index of Defined Terms.
You should read this Base Prospectus, the information incorporated by reference into this Base
Prospectus from such other documents and the applicable Issue Terms.
What are Issue Terms?
Issue Terms means, when it relates to:
(a)
Securities which are not Exempt Securities (as defined in the Section entitled "Important
Notices" below), the applicable Final Terms which completes the terms and conditions of the
relevant Securities; or
(b)
Securities which are Exempt Securities, the applicable Pricing Supplement which supplements
the terms and conditions of the relevant Securities and may also 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 Securities, supplement, replace and/or modify such terms and
conditions.
Who is the Issuer and (if applicable) Guarantor of the Securities?
Securities under this Base Prospectus will be issued and (if applicable) will be guaranteed by any of the
following:
(a)
Citigroup Inc. (Citigroup or Citi) (in which case, the Securities will not be guaranteed by any
entity);
(b)
Citigroup Global Markets Holdings Inc. (CGMHI) and guaranteed by Citigroup Inc. (in such
capacity, the CGMHI 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 CGMHI Deed of Guarantee) executed by the CGMHI Guarantor; and
(c)
Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL) and guaranteed by
Citigroup Global Markets Limited (CGML) (in such capacity, the CGMFL 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 CGMFL Deed of Guarantee)
executed by the CGMFL Guarantor.
Citi, CGMHI and CGMFL is each an Issuer and collectively, the Issuers. The CGMHI Guarantor and
the CGMFL Guarantor is each a Guarantor and collectively, the Guarantors. References in this Base
Prospectus to "Issuer" and "Guarantor" shall be construed accordingly.
Citi, CGMHI and the CGMHI Guarantor each has a right of substitution as set out in the Terms and
Conditions of the Securities set out in this Base Prospectus. If "Substitution provisions" are specified as
applicable in the applicable Issue Terms, each of CGMFL and the CGMFL Guarantor also has a right
of substitution as set out in the Terms and Conditions of the Securities set out in this Base Prospectus.
What type of Securities does this Base Prospectus relate to?
This Base Prospectus relates to the issuance of Securities (as defined below).

iii

The Securities may be Securities which do not bear interest, interest bearing securities, securities which
pay a fixed amount on redemption, as well as the following types of securities whose return (in respect
to any interest payable on such securities and/or their redemption amount) is linked to one or more:
(a)
security indices;
(b)
inflation indices;
(c)
commodity indices;
(d)
commodities;
(e)
shares;
(f)
depository receipts;
(g)
exchange traded fund (ETF) shares;
(h)
mutual funds;
(i)
currency exchange rates;
(j)
warrants;
(k)
proprietary indices;
(l)
dividend futures contracts;
(m)
rates;
(n)
preference shares; or
(o)
any combination of the foregoing.
In addition, the Securities may be Notes (as defined below) whose return is linked to the credit of one
or more specified entities (such Notes may or may not bear interest) (such Notes, Credit Linked
Notes) or Notes which reference a package skew position comprising (i) an index untranched credit
derivative transaction and (ii) a set of single name credit derivative transactions (with each single name
transaction corresponding to an underlying reference entity constituent of the corresponding index
transaction) where (i) and (ii) have equal and offsetting positions with any payments resulting from a
Credit Event intended to be zero due to the application of payment netting, other than in the event of an
early redemption (such Notes may or may not bear interest) (such Notes, Index Skew Notes).
The Securities may provide for early redemption at the option of the issuer (a call option) or the
investor (a put option) and may, at maturity, pay a fixed or other redemption amount as specified in the
relevant Issue Terms.
Securities (Securities) may be notes (Notes) or (for Securities issued by CGMFL only) certificates
(Certificates), as specified in the applicable Issue Terms.
Certificates entitle the holder on exercise to receive a cash amount (if any) calculated in accordance
with the relevant terms, subject as set forth herein in the Conditions. Certificates will not bear interest
but may pay a coupon amount.
The Issuer may also from time to time issue Notes that are titled "Certificates". Further, the Issuer may
from time to time issue Notes that are titled "Certificates" (as defined in Article 2 Section 1(g) of
Consob Regulation No. 11971/1999 as amended from time to time, in case of financial instruments to
be offered in Italy and/or which are admitted to trading, or for which an application for admission to
trading has been made or will be made, on SeDeX or EuroTLX (as defined below)) for purposes of
Italian listing requirements (Italian Listed Certificates).
In the case of Certificates, Notes that are titled "Certificates" and Italian Listed Certificates, where
applicable, as used in this Base Prospectus, references to "redemption" and "redeem" shall be construed

iv

to be to "termination" and "terminate", references to "interest", "interest payment date", "interest
period", "interest rate" and "interest underlying" (and related expressions) shall be construed to be (in
the case of Certificates) to "coupon amount", "coupon payment date", "coupon period", "coupon rate"
and "coupon underlying" or (in the case of Notes that are titled "Certificates" and Italian Listed
Certificates) to "premium", "premium payment date", "premium period", "premium rate" and
"premium underlying", and references to "maturity date" shall be construed to be to "final termination
date", and all related expressions shall be construed accordingly.
What is the status of the Securities:
The Securities constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer
and (if applicable) the Guarantor and payments to be made by such Issuer and (if applicable) the
Guarantor under the Securities are subject to the credit risk of such Issuer and (if applicable) the
Guarantor. As such, the potential return on and value of the Securities will be adversely affected in the
event of a default or deterioration in the financial position of such Issuer and (if applicable) the
Guarantor. The information on the Issuers and the Guarantors set out in this Base Prospectus (which
includes information incorporated by reference) provides a description of the Issuers' and the
Guarantors' business activities as well as certain financial information and material risks faced by the
Issuers and the Guarantors.

v

IMPORTANT NOTICES
Distribution of Securities
Securities may be issued on a continuing basis to Citigroup Global Markets Limited, 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 Securities,
the Dealer(s) will be specified in the applicable Issue Terms (as defined below). However, each Issuer
reserves the right to sell Securities directly on its own behalf to other entities and to offer Securities in
specified jurisdictions directly to the public through distributors, in accordance with all applicable rules
and regulations. Securities 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. Securities may also be sold by
the Issuer through the Dealer(s), acting as agent of the Issuer.
Pursuant to this Base Prospectus, Securities may be issued whose return (in respect of any interest
payable on such Securities and/or their redemption amount) is linked to one or more security indices
(Security Index Linked Securities) or one or more inflation indices (Inflation Index Linked
Securities) or one or more commodity indices (Commodity Index Linked Securities) or one or more
commodities (Commodity Linked Securities) or one or more shares (Share Linked Securities) or
one or more depositary receipts (Depositary Receipt Linked Securities) or one or more exchange
traded fund (ETF) shares (ETF Linked Securities) or one or more mutual funds (Mutual Fund
Linked Securities) or one or more currency exchange rates (FX Rate Linked Securities) or one or
more warrants (Warrant Linked Securities) or one or more proprietary indices (Proprietary Index
Linked Securities) or one or more Dividend Futures Contracts (Dividend Futures Contract Linked
Securities) or one or more rates (Rate Linked Securities) or one or more preference shares
(Preference Share Linked Securities). In addition, the Securities may be Credit Linked Notes) or
Index Skew Notes). The aforementioned Securities together, Underlying Linked Securities, as more
fully described in this Base Prospectus.
Securities may provide that settlement will be by way of cash settlement (Cash Settled Securities) or
physical delivery (Physical Delivery Securities) as provided in the Valuation and Settlement Schedule
and the applicable Issue Terms.
The Issuer may agree with any Dealer that Securities may be issued in a form not contemplated by the
relevant Terms and Conditions set out in this Base Prospectus, in which event, if the Issuer is Citigroup
Inc., a supplement to the Citigroup Inc. Base Prospectus (as defined below) or, if the Issuer is CGMHI,
a supplement to the CGMHI Base Prospectus (as defined below) or, if the Issuer is CGMFL, a
supplement to the CGMFL Base Prospectus (as defined below), if appropriate, which describes the
effect of the agreement reached in relation to such Securities, will be made available.
Approvals of the Base Prospectus
Each of the Citigroup Inc. Base Prospectus, the CGMHI Base Prospectus and the CGMFL Base
Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent
authority (the Competent Authority) under the Prospectus Directive. For the purpose of this Base
Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended or superseded) and
includes any relevant implementing measures in the relevant Member State of the European Economic
Area (the EEA). The Central Bank only approves the Base Prospectus as meeting the requirements
imposed under Irish and EU law pursuant to the Prospectus Directive. An electronic copy of this Base
Prospectus will be published on the Central Bank's website at www.centralbank.ie for a period of 12
months following approval of this Base Prospectus. Such approval relates only to Securities which are
to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended,
MiFID II)) or which are to be offered to the public in any Member State of the EEA. However, there
can be no assurance that such applications will be approved or that, if approved, any such approval will
be given within a specified timeframe. Application will be made to the Irish Stock Exchange plc,
trading as Euronext Dublin (Euronext Dublin) for the Securities issued during the period of twelve
months after the date of this Base Prospectus to be admitted to the official list (the Official List) and to
trading on its regulated market. Application may be made for Securities (other than Exempt Securities)
issued under the Programme by Citigroup Inc. and CGMHI to be listed on the Luxembourg Stock
Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, to be

vi

listed on the NASDAQ Stockholm AB and admitted to trading on the regulated market of the
NASDAQ Stockholm AB, to be listed on the London Stock Exchange and admitted to trading on the
regulated market of the London Stock Exchange or to be listed on the Italian Stock Exchange and
admitted to trading on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A.
(the MoT), but there can be no assurance that any such listing will occur on or prior to the date of issue
of any Securities, as the case may be, or at all. Application may also be made for Securities issued
under the Programme to be admitted to trading (i) on the multilateral trading facility of securitised
derivatives financial instruments, organised and managed by Borsa Italiana S.p.A. (the "SeDeX") and
(ii) on the multilateral trading facility of EuroTLX managed by EuroTLX SIM S.p.A. ("EuroTLX")
but there can be no assurance that any such listing will occur on or prior to the date of issue of any
Securities, as the case may be, or at all. For the avoidance of doubt, SeDeX and EuroTLX are not
regulated markets for the purposes of MiFID II. Application may also be made for Securities issued
under the Programme to be listed to the official list and admitted to trading on the Open Market
(Regulated Unofficial Market) (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt AG)
but there can be no assurance that any such listing will occur on or prior to the date of issue of any
Securities, as the case may be, or at all. For the avoidance of doubt, the Open Market (Regulated
Unofficial Market) (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt AG) is not a
regulated market for the purposes of MiFID II. The Central Bank may, at the request of the Issuer, send
to a competent authority of another Member State of the EEA (i) a copy of this Base Prospectus, (ii) a
certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Base
Prospectus has been drawn up in accordance with the Prospectus Directive and (iii) if so required by
the relevant Member State, a translation of the Summary set out in this Base Prospectus.
The requirement to publish a prospectus under the Prospectus Directive only applies to Securities
which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the
EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus
Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to
Exempt Securities are to Securities for which no prospectus is required to be published under the
Prospectus Directive. The Central Bank has neither approved nor reviewed information contained in
this Base Prospectus in connection with Exempt Securities.
Application has been made to Euronext Dublin for the approval of the Citigroup Inc. Base Prospectus,
the CGMHI Base Prospectus and the CGMFL Base Prospectus as Base Listing Particulars (the
Citigroup Inc. Base Listing Particulars, the CGMHI Base Listing Particulars and the CGMFL
Base Listing Particulars, respectively, and together, the Base Listing Particulars). Application will
be made to Euronext Dublin for Securities issued during the 12 months from the date of the Base
Listing Particulars to be admitted to the Official List and to trading on the global exchange market (the
Global Exchange Market) which is the exchange regulated market of Euronext Dublin. Application
has also been made to the Luxembourg Stock Exchange for the approval of the Base Listing Particulars
with respect to Securities (including the Exempt Securities) issued by CGMFL and Exempt Securities
issued by Citigroup Inc. and CGMHI as a base prospectus for the purposes of Part IV of the
Luxembourg law dated 10 July 2005 on prospectus for securities, as amended. Application will be
made to the Luxembourg Stock Exchange for Securities (including the Exempt Securities) issued by
each Issuer during the 12 months from the date of the Base Listing Particulars to be admitted to the
Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's
Euro MTF Market (the Euro MTF). The Global Exchange Market and the Euro MTF are not
regulated markets for the purposes of MiFID II. Save where expressly provided or the context
otherwise requires, where Securities are to be admitted to trading on the Global Exchange Market or
the Euro MTF references in this document to Base Prospectus, Citigroup Inc. Base Prospectus,
CGMHI Base Prospectus and CGMFL Base Prospectus shall be construed to be to Base Listing
Particulars, Citigroup Inc. Listing Particulars, CGMHI Listing Particulars and CGMFL Listing
Particulars, respectively.
References in this Base Prospectus to Securities being listed (and all related references) shall mean that
such Securities are intended to be admitted to trading on Euronext Dublin's regulated market and are
intended to be listed on the Official List of Euronext Dublin and/or listed on the Luxembourg Stock
Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or
listed on the NASDAQ Stockholm AB and admitted to trading on the regulated market of the
NASDAQ Stockholm AB and/or listed on the London Stock Exchange and admitted to trading on the
regulated market of the London Stock Exchange and/or listed on the Italian Stock Exchange and
admitted to trading on the MoT and/or admitted to trading on the Open Market (Regulated Unofficial

vii

Market) (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt AG), on SeDeX or EuroTLX.
For the avoidance of doubt, the Open Market (Regulated Unofficial Market) (Freiverkehr) of the
Frankfurt Stock Exchange (Börse Frankfurt AG), SeDeX and EuroTLX are not regulated markets for
the purposes of MiFID II. As specified in the applicable Final Terms, an issue of Securities may or may
not be listed or admitted to trading, as the case may be, on Euronext Dublin and/or the Luxembourg
Stock Exchange and/or the NASDAQ Stockholm AB and/or the London Stock Exchange and/or the
Italian Stock Exchange and/or any other regulated market for the purposes of MiFID II and/or the Open
Market of the Frankfurt Stock Exchange as may be agreed between the Issuer and the relevant Dealer.
As specified in the applicable Pricing Supplement, an issue of Securities may or may not be listed or
admitted to trading, as the case may be, on the Global Exchange Market, the Euro MTF and/or any
other stock exchange or market that is not a regulated market for the purpose of MiFID II as may be
agreed between the Issuer and the relevant Dealer.
Securities are issued in Series (as defined in this Base Prospectus) and each Series may comprise one or
more Tranches (as defined in this Base Prospectus) of Securities. Each Tranche is the subject of a final
terms document (the Final Terms and references to the applicable Final Terms shall be construed
accordingly) or, in the case of Exempt Securities, a pricing supplement (the Pricing Supplement and
references to the applicable Pricing Supplement shall be construed accordingly). As used in this Base
Prospectus, Issue Terms means either (i) where the Securities are not Exempt Securities, the
applicable Final Terms or (ii) where the Securities are Exempt Securities, the applicable Pricing
Supplement, and references should be construed accordingly.
Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer
in connection with the Securities and is not itself seeking admission of the Securities to the official list
or to trading on the regulated market of Euronext Dublin for the purposes of the Prospectus Directive
or the Global Exchange Market of Euronext Dublin.
The Issue Terms will specify with respect to the issue of Securities to which it relates, inter alia, the
specific designation of the Securities, the aggregate principal amount or number of and type of the
Securities, the date of issue of the Securities, the issue price, the relevant interest provisions (if any),
and the redemption amount of the Securities and, as relevant, the underlying security, share, bond,
asset, index, commodity, rate, contract, currency or other item(s) and, if the Notes are Credit Linked
Notes or Index Skew Notes, each entity to which, depending on the credit of such entity, the return of
the Notes (upon an early redemption or otherwise) is linked (each an Underlying) to which the
Securities relate and certain other terms relating to the offering and sale of such Securities. The
applicable Final Terms completes the Terms and Conditions of the relevant Securities. The applicable
Pricing Supplement supplements the Terms and Conditions of the relevant Securities 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 Securities, supplement, replace and/or modify such Terms and
Conditions. In respect of Securities to be listed on Euronext Dublin, the applicable Issue Terms will be
delivered to Euronext Dublin on or before the date of issue of the Securities of that Tranche. In respect
of Securities to be listed on the Luxembourg Stock Exchange, the applicable Issue Terms will be
delivered to the Luxembourg Stock Exchange on or before the date of issue of the Securities of that
Tranche. The issue price and amount of the Securities of any Tranche will be determined by the Issuer
and the relevant Dealer(s) at the time of the issue of such Tranche in accordance with prevailing market
conditions.
The Terms and Conditions of the Securities will be as set out in "General Conditions of the Securities"
and in the relevant Schedule(s) thereto.
AN ISSUE OF SECURITIES 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
SECURITIES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE
RELEVANT SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND
THAT THEY CONSIDER THE SUITABILITY OF THE RELEVANT SECURITIES 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

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INVESTING IN THE SECURITIES AND ARE NOT RELYING ON THE ADVICE OF THE
ISSUER, THE CGMHI GUARANTOR, THE CGMFL GUARANTOR OR ANY DEALER IN
THIS REGARD. SECURITIES MAY INVOLVE A HIGH DEGREE OF RISK, INCLUDING
THE PRINCIPAL OR INITIAL INVESTMENT AMOUNT NOT BEING PROTECTED.
POTENTIAL INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR
INVESTMENT IN THE SECURITIES. SEE "RISK FACTORS" SET OUT IN THIS BASE
PROSPECTUS.
Prospective investors should note that Events of Default in respect of the CGMHI Guarantor are
limited to the events stated in General Conditions 11(a)(i) and 11(a)(ii) (Events of Default)
relating to default in payment of principal, interest or termination amounts in respect of the
Securities 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 Securities issued by CGMHI will not be able to
trigger an Event of Default under the Securities and thus will not be able to cause the Securities
to be immediately due and payable, and the Securities will not redeem until maturity (unless
there has been an Event of Default due to non-payment of interest, principal or termination
amounts 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 Securities for
immediate repayment in such circumstances.
Belgian Code of Economic Law
In respect of public offers of Securities in Belgium, the Issuer could be required to comply with the
provisions of the Belgian Code of Economic Law, especially the provisions on unfair terms in the
application of the terms and conditions as set out in the Base Prospectus and the relevant Issue Terms
relating to such Securities in Belgium, insofar as these provisions are applicable.
Securities (that are not Swedish Securities or Finnish Securities) are Registered Securities
Subject as provided below in the case of Swedish Securities and Finnish Securities, Securities to be
issued hereunder will be in registered form (Registered Securities) and will be represented by
registered security certificates (Registered Security Certificates), one Registered Security Certificate
being issued in respect of each holder's entire holding of Registered Securities of one Series. Registered
Securities 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 Security Certificate (a Global Registered Security 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 Security Certificate will be delivered to the appropriate
depositary, common safekeeper or custodian, as the case may be. Interests in a Global Registered
Security Certificate will be exchangeable for definitive Registered Security Certificates as described
under "Form of the Securities" set out in this Base Prospectus. In addition, indirect interests in
Securities may be delivered, held and settled via the CREST Depository Interest (CDI) mechanism in
Euroclear UK and Ireland (CREST).
Swedish Securities
Notwithstanding the foregoing, Securities 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 Securities)
will be issued in uncertificated and dematerialised book-entry form in accordance with the SFIA Act.
No global or definitive registered Swedish Securities will be issued. The Swedish Securities 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).

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Finnish Securities
Notwithstanding the foregoing, Securities issued in accordance with the Finnish Act on the Book-Entry
System and Clearing Operations (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 Securities) will be issued in uncertificated and dematerialised book
entry form in accordance with the Finnish Act on the Book-Entry System and Clearing Operations
(Fin. laki arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended)) and with the
Finnish Act on Book-Entry Account (Fin. laki arvo-osuustileistä (827/1991, as amended)). No global
or definitive registered Securities will be issued. The Finnish Securities will be registrable and
transferable only in accordance with the legislation, rules and regulations applicable to, and/or issued
by, Euroclear Finland Ltd (Euroclear Finland). Finnish Securities will be subject to automatic
redemption and be cash settled.
U.S. notices
None of the Securities, 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. Securities issued by Citigroup Inc., 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). Securities 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. Securities 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 Securities, see "Subscription and Sale and Transfer and Selling
Restrictions". Any purchaser of Securities 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
Securities and should reach an independent conclusion with respect to the issues involved in such
purchase.
The Securities, 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 Securities has not been approved by the United States Commodity Futures Trading
Commission (the CFTC) pursuant to the CEA.
The Securities may not be offered or sold to, or acquired by, any person that is, or whose
purchase and holding of the Securities 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 plan subject to any laws, rules or regulations substantially similar to Title I of ERISA or
Section 4975 of the Code.
EU Benchmark Regulation: Article 29(2) statement on benchmarks
Amounts payable or assets deliverable under the Securities may be calculated or otherwise determined
by reference to one or more "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 (the
Benchmarks Regulation). In this case, the applicable Issue 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 the European Securities and Markets Authority (ESMA) pursuant to
Article 36 of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may
apply such that the administrator of a particular "benchmark" is not required to be included in the
register of administrators and benchmarks at the date of the applicable Issue Terms.

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