Obligation CityCorp Inc 5.16% ( CA172967EB37 ) en CAD

CityCorp Inc

100 % ▲

Etas-Unis

CA172967EB37 ( en CAD )

5.16% par an ( paiement semestriel )

23/05/2027

Prospectus brochure de l'obligation Citigroup Inc CA172967EB37 en CAD 5.16%, échéance 23/05/2027

1 000 CAD

500 000 000 CAD

172967EB3

24/11/2025 ( Dans 146 jours )

Citigroup Inc. est une multinationale américaine offrant des services financiers diversifiés, incluant la banque de détail, la banque d'investissement, la gestion d'actifs et les services de marchés de capitaux, opérant dans le monde entier.

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en CAD, avec le code ISIN CA172967EB37, paye un coupon de 5.16% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/05/2027

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424B2 1 y34914b2e424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-132177
The filing fee of $13,820.11 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The filing fee of
$13,820.11 is applied against the remaining $1,670,553.53 of the registration fee paid on September 27, 2006 by Citigroup
Inc., and $1,656,733.42 remains available for future registration fees. No additional registration fee has been paid with
respect to this offering.
PROSPECTUS SUPPLEMENT
(to prospectus dated March 2, 2006)
C$500,000,000

5.160% Fixed Rate/Floating Rate Subordinated Notes due 2027
The subordinated notes will mature on May 24, 2027, unless earlier redeemed. The subordinated notes will bear interest at the
fixed rate of 5.160% per annum from May 24, 2007 to but excluding May 24, 2022, payable semi-annually in equal installments on
the 24th day of May and November of each year, beginning November 24, 2007. Unless otherwise redeemed, from May 24, 2022 to
but excluding their maturity date, the subordinated notes will bear interest at a floating rate equal to one-month CDOR plus 0.80%,
payable monthly on the 24th day of each month, beginning June 24, 2022.
The subordinated notes will rank junior to Citigroup's senior indebtedness and will rank pari passu among themselves.
Citigroup may, at its option, redeem all of the subordinated notes, and not just some, before maturity on May 24, 2022 and on
any interest payment date thereafter at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to
the redemption date, as described under "Description of Subordinated Notes -- Optional Redemption". Citigroup may also redeem
all of the subordinated notes, and not just some, before maturity if changes involving United States taxation occur which would
require Citigroup to pay additional amounts as described under "Description of Debt Securities -- Payment of Additional Amounts"
and " -- Redemption for Tax Purposes" in the accompanying prospectus.
The subordinated notes are being offered globally for sale in the United States, Canada, Europe, Asia and elsewhere where it is
lawful to make such offers. Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange,
but Citigroup is not required to maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has
approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price
99.938%
C$ 499,690,000
Underwriting Discount .450%
C$
2,250,000
Proceeds to Citigroup (before expenses)
99.488% C$ 497,440,000
Interest on the notes will accrue from May 24, 2007 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately C$497,245,000.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be ready for
delivery in book-entry form only through CDS Clearing and Depository Services Inc., Clearstream or the Euroclear System on or
about May 24, 2007.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
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Merrill Lynch Canada
Citigroup
National Bank Financial
RBC Capital Markets
TD Securities
May 10, 2007
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TABLE OF CONTENTS

Page

Prospectus Supplement
Selected Historical Financial Data
S-3
Description of Subordinated Notes
S-4
Underwriting
S-9
Legal Opinions
S-12
General Information
S-12
Prospectus
Prospectus Summary
1
Forward-Looking Statements
7
Citigroup Inc.
7
Use of Proceeds and Hedging
8
European Monetary Union
9
Description of Debt Securities
9
United States Tax Documentation Requirements
34
United States Federal Income Tax Considerations
36
Currency Conversions and Foreign Exchange Risk Affecting Debt Securities Denominated in a Foreign

Currency
43
Description of Common Stock Warrants
44
Description of Index Warrants
46
Description of Capital Stock
49
Description of Preferred Stock
50
Description of Depositary Shares
53
Description of Stock Purchase Contracts and Stock Purchase Units
55
Plan of Distribution
56
ERISA Considerations
58
Legal Matters
59
Experts
59
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
Citigroup is not making an offer to sell the notes in any jurisdiction where their offer and sale is not permitted. You should
assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as
information Citigroup previously filed with the Securities and Exchange Commission and incorporated by reference, is
accurate only as of the date of the applicable document.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement and
the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable measures
implementing the European Council Directive 2003/ 71/ EC (such Directive, together with any applicable implementing
measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A listing prospectus prepared
pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des Sociétés à
Luxembourg so long as any of the notes are outstanding and listed on the Luxembourg Stock Exchange.
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The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus and prospectus supplement come are required by Citigroup
and the underwriters to inform themselves about, and to observe any such restrictions, and neither Citigroup nor any of the
underwriters accepts any liability in relation thereto.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or
(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See
"Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars and to "C$" are to
Canadian dollars.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial information of
Citigroup. We derived this information from the consolidated financial statements of Citigroup for each of the periods
presented. The information is only a summary and should be read together with the financial information incorporated by
reference in this prospectus supplement and the accompanying prospectus, copies of which can be obtained free of charge.
See "Where You Can Find More Information" on page 6 of the accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in this
prospectus supplement and the accompanying prospectus free of charge at the office of Citigroup's listing agent, Dexia
Banque Internationale à Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg so long as the notes are listed on the
Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) upon listing of the notes.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2006 and
2005, and its consolidated unaudited financial statements for the periods ended March 31, 2007 and 2006, are incorporated
herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing agent, at the address set
forth in the preceding paragraph.
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At or for the Three Months

Ended March 31,
At or for the Year Ended December 31,

2007

2006
2006
2005
2004

2003
2002

(dollars in millions, except per share amounts)
Income Statement Data:

Total revenues, net of interest

expense

$
25,459
$
22,183 $
89,615
$
83,642
$
79,635
$
71,594
$
66,246
Income from continuing

operations

5,012

5,555
21,249
19,806
16,054

17,058
12,682

Net income

5,012

5,639
21,538
24,589
17,046

17,853
15,276
Dividends declared per common

share(1)

0.54

0.49
1.96
1.76
1.60

1.10
0.70
Balance Sheet Data:

Total
assets
$2,020,966
$1,586,201
$1,884,318
$1,494,037
$1,484,101 $1,264,032 $ 1,097,590(2)
Total
deposits
738,521
628,157
712,041
591,828(2)
561,513(2) 473,614(2)
430,530(2)
Long-term
debt
310,768
227,165
288,494
217,499
207,910 162,702
126,927

Total stockholders' equity

112,083
114,418
119,783
112,537
109,291

98,014
86,718
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
(2) Reclassified to conform to the current period's presentation.
DESCRIPTION OF SUBORDINATED NOTES
The following description of the particular terms of the notes supplements the description of the general terms set forth in
the accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus
and this prospectus supplement before making your decision to invest in the notes. If any specific information regarding the
notes in this prospectus supplement is inconsistent with the more general terms of the notes described in the prospectus, you
should rely on the information contained in this prospectus supplement.
General
The notes offered by this prospectus supplement are a series of subordinated debt securities issued under Citigroup's
subordinated debt indenture. The notes will initially be limited to an aggregate principal amount of C$500,000,000.
The notes will be issued only in fully registered form without coupons, in denominations of C$100,000 and integral
multiples of C$1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally with all
other unsecured and subordinated indebtedness of Citigroup, whether currently existing or hereinafter created, other than
subordinated indebtedness that is designated as junior to the notes.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes, issue additional notes having
the same ranking, interest rate, maturity and other terms as the notes. Any such additional notes issued could be considered
part of the same series of notes under the indenture as the notes.
The currency for payment for the notes is Canadian dollars. See "Currency Conversions and Foreign Exchange Risk
Affecting Debt Securities Denominated in a Foreign Currency" in the accompanying prospectus.
The notes will bear interest at a fixed rate of 5.160% per annum during the fixed rate period, which will be from and
including May 24, 2007 to but excluding May 24, 2022, payable semi-annually in equal installments on the 24th day of each
May and November, starting November 24, 2007. During the fixed rate period, interest payments on the notes will be made
to the persons in whose names the notes are registered at the close of business on the May 9 or November 9 preceding the
interest payment date. Interest during the fixed rate
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period for any period other than a full semi-annual period will be calculated on the basis of the actual number of days elapsed
and a year of 365 days or (in the case of a leap year) 366 days.
The notes will bear interest at a floating rate during the floating rate period, which will be from and including May 24,
2022 to but excluding the maturity date (which is May 24, 2027) or the earlier redemption date. The interest rate for each
interest period during the floating rate period will be a per annum rate equal to one-month CDOR plus 0.80%, payable
monthly on the 24th day of each month, starting June 24, 2022. An interest period during the floating rate period will be the
period commencing on an interest payment date and ending on the day preceding the next following interest payment date.
The interest rate for each interest period in the floating rate period will be determined as described below under "--
Determination of CDOR", and interest will be calculated on the basis of the actual number of days elapsed and a year of
365 days or (in the case of a leap year) 366 days. During the floating rate period, interest payments on the notes will be made
to the persons in whose names the notes are registered at the close of business on the fifteenth day preceding the interest
payment date.
If a scheduled date for a payment falls on a day that is not a business day in Toronto or in the place of payment, the date
on which such payment will actually be made will be determined as described in the accompanying prospectus under
"Description of Debt Securities -- Payments of Principal and Interest".
All Canadian dollar amounts resulting from the calculation of interest, as described above during the relevant periods,
will be rounded to the nearest cent.
The notes are subject to the defeasance provisions explained in the accompanying prospectus under "Description of Debt
Securities -- Defeasance". Any deposited funds will be Canadian dollars and any deposited securities will be issued or
guaranteed by the Government of Canada.
A fiscal agency agreement has been entered into in relation to the notes between Citigroup and Citibank, N.A., London
office, as registrar, fiscal agent and principal paying agent. The terms "registrar," "fiscal agent," and "principal paying agent"
shall include any successors appointed from time to time in accordance with the provisions of the fiscal agency agreement,
and any reference to an "agent" or "agents" shall mean any or all (as applicable) of such persons.
The noteholders are bound by, and are deemed to have notice of, the provisions of the fiscal agency agreement. Copies of
the fiscal agency agreement are available for inspection during usual business hours at the principal office of the fiscal agent.
Determination of CDOR
The notes will bear interest for each interest period during the floating rate period at a rate determined by Citibank, N.A.,
acting as calculation agent. The interest rate for a particular interest period will be a per annum rate equal to the Canadian
dollar one-month Banker's Acceptance Rate ("CDOR") as determined on the interest determination date plus 0.80%. The
calculation agent will determine CDOR on each interest determination date. The interest determination date is the first day of
such interest period.
CDOR will be the offered rate for Canadian dollar bankers' acceptances having a maturity of one month, as such rate
appears on the Reuters Screen CDOR page, or such other replacing service or such other service that may be nominated by
the person sponsoring the information appearing there for the purpose of displaying offered rates for Canadian dollar
bankers' acceptances having a maturity of one month, at approximately 10:00 a.m., Toronto time, on such interest
determination date.
The following procedures will be followed if CDOR cannot be determined as described above:

· If no offered rate appears on Reuters Screen CDOR page on an interest determination date at approximately 10:00 a.m.,
Toronto time, then CDOR will be the average of the bid rates of interest for Canadian dollar bankers' acceptances with
maturities of one month for same day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act
(Canada)) as may quote such a rate as of
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10:00 a.m., Toronto time, on such interest determination date. If at least two quotations are provided, CDOR will be the
arithmetic average of the quotations provided.

· If the Schedule I banks so selected by the calculation agent are not quoting as mentioned above, CDOR for the next
interest period will be the rate in effect for the preceding interest period.
Optional Redemption
The notes may be redeemed at the option of Citigroup, in whole and not in part, on any interest payment date occurring
on or after May 24, 2022, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid
interest thereon to the redemption date, including any additional amounts (as described under "Description of Debt
Securities--Payment of Additional Amounts" in the accompanying prospectus).
After notice has been given as provided in the indenture and funds for the redemption of notes have been made available
to the paying agents on the redemption date, the notes will cease to accrue interest on and after the redemption date.
Thereafter, the only right of holders of notes will be to receive payment of the redemption price.
Notice of any optional redemption will be given by Citigroup at least 30 days before the date fixed for the redemption.
Notice of redemption will be given as provided under "--Notices" below.
If required under the Federal Reserve Capital Adequacy Rules, Citigroup will obtain the prior approval of the Federal
Reserve Bank of New York before exercising its redemption right described above.
The notes may also be redeemed prior to their maturity upon the occurrence of certain changes in United States taxation,
as described under "Description of Debt Securities--Redemption for Tax Purposes" in the accompanying prospectus.
Book-Entry Notes
The information set out below in connection with CDS Clearing and Depository Services Inc. ("CDS") is subject to any
change in or reinterpretation of the rules, regulations and procedures of the clearing system currently in effect. Information
regarding the Euroclear System and Clearstream is set forth in the accompanying prospectus under "Description of Debt
Securities -- Book-Entry Procedures and Settlement." The information in this section concerning the clearing systems has
been obtained from sources that we believe to be reliable, but neither we nor any underwriter takes any responsibility for the
accuracy thereof.
Investors wishing to use the facilities of any of the clearing systems are advised to confirm the applicability of the rules,
regulations and procedures of the relevant clearing system. Neither Citigroup nor any other party to the fiscal agency
agreement will have any responsibility or liability for any aspect of the records relating to, or payments made on account of
interests in the notes held through the facilities of, any clearing system or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
General
The notes will be represented by beneficial interests in fully registered permanent global notes (the "global notes")
without interest coupons attached, which will be registered in the name of CDS & Co., as nominee for CDS, and will be
deposited with CDS on or about May 24, 2007.
Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in CDS. Clearstream and Euroclear will hold interests on behalf
of their participants through customers' securities accounts in their
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respective names on the books of their respective Canadian subcustodians, each of which is a Canadian Schedule I chartered
bank ("Canadian subcustodians"), which in turn will hold such interests in customers' securities accounts in the names of the
Canadian subcustodians on the books of CDS.
All payments of principal and interest on the notes will be made in Canadian dollars. Payments on the global notes will be
made on behalf of Citigroup by the fiscal agent to CDS & Co., and CDS will distribute the payment received to its
participants, including the Canadian subcustodians of Clearstream and Euroclear. All payments made by the fiscal agent on
Citigroup's behalf shall discharge the liability of Citigroup under the notes to the extent of the sums so paid.
Additional Information regarding Clearing and Settlement
Links have been established among CDS, Clearstream and Euroclear to facilitate initial issuance of the notes and cross-
market transfers of the notes associated with secondary market trading. CDS will be directly linked to Clearstream and
Euroclear through the CDS accounts of their respective Canadian subcustodians.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available Canadian dollar funds.
Secondary market trading between CDS participants will be in accordance with market conventions applicable to
transactions in book-based Canadian domestic bonds. Secondary market trading between Clearstream participants and/or
Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately
available funds.
Transfers between CDS and Clearstream or Euroclear
Cross-market transfers between persons holding directly or indirectly through CDS participants, on the one hand, and
directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected in CDS in accordance with
CDS rules; however, such cross-market transactions will require delivery of instructions to the relevant clearing system by
the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant
clearing system will, if the transaction meets its settlement requirements, deliver instructions to CDS directly or through its
Canadian subcustodian to take action to effect final settlement on its behalf by delivering or receiving notes in CDS, and
making or receiving payment in accordance with normal procedures for settlement in CDS. Clearstream participants and
Euroclear participants may not deliver instructions directly to CDS or the Canadian subcustodians.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a
CDS participant may be made during subsequent securities settlement processing and dated the business day following the
CDS settlement date. Such credits or any transactions in such notes settled during such processing will be reported to the
relevant Clearstream participants or Euroclear participants on such business day. Cash received in Clearstream or Euroclear
as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a CDS participant will be
received with value on the CDS settlement date but will be available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in CDS.
CDS Clearing and Depository Services Inc.
CDS is a subsidiary of The Canadian Depository for Securities Limited and is Canada's national securities clearing and
depositary services organization. Functioning as a service utility for the Canadian financial community, CDS provides a
variety of computer automated services for financial institutions and investment dealers active in domestic and international
capital markets. CDS participants include banks (including the Canadian subcustodians), investment dealers and trust
companies and may include certain of
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the underwriters. Indirect access to CDS is available to other organizations that clear through or maintain a custodial
relationship with a CDS participant. Transfers of ownership and other interests, including cash distributions, in notes in CDS
may only be processed through CDS participants and will be completed in accordance with existing CDS rules and
procedures. CDS operates in Montreal, Toronto, Calgary, Vancouver and Halifax to centralize securities clearing functions
through a central securities depositary.
The Canadian Depository for Securities Limited is a private corporation, owned one-third by investment dealers, one-
third by banks and one-third by trust companies through their respective industry associations. CDS is the exclusive clearing
house for equity trading on the Toronto Stock Exchange and also clears a substantial volume of "over the counter" trading in
equities and bonds.
Although the foregoing, together with the information in the accompanying prospectus, sets out the procedures of
Euroclear, Clearstream and CDS in order to facilitate the transfers of interests in the notes among participants of CDS,
Clearstream and Euroclear, none of Euroclear, Clearstream or CDS is under any obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. Neither we, the fiscal agent, the registrar, the trustee,
any paying agent, any underwriter or any affiliate of any of the above, nor any person by whom any of the above is controlled
for the purposes of the United States Securities Act of 1933, as amended, will have any responsibility for the performance by
CDS, Euroclear and Clearstream or their respective direct or indirect participants or accountholders of their respective
obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the
arrangements described above.
Definitive Notes and Paying Agents
If CDS notifies Citigroup that it is unwilling or unable to continue as depositary in connection with the global notes or
ceases to be a recognized clearing agency under the Securities Act (Ontario) or other applicable Canadian securities
legislation, and a successor depositary is not appointed by Citigroup within 90 days after receiving such notice or becoming
aware that CDS is no longer so recognized, or if both Clearstream and Euroclear notify Citigroup that they are unwilling or
unable to continue as a clearing system in connection with the notes, or if Citigroup in its sole discretion decides to allow
some or all of the notes to be exchangeable for definitive securities in registered form, then the beneficial owners of notes
affected by such events will be notified through the relevant chain of intermediaries that definitive notes are available.
Beneficial owners of affected book-entry notes will then be entitled (1) to receive physical delivery in certificated form of
definitive notes equal in principal amount to their beneficial interest and (2) to have the definitive notes registered in their
names. The definitive notes will be issued in denominations of C$100,000 and integral multiples of C$1,000 in excess
thereof. Definitive notes will be registered in the name or names of the person or persons CDS, Euroclear and Clearstream
specify in a written instruction to the registrar. CDS or Euroclear and Clearstream may base their written instruction upon
directions they receive from their participants. Thereafter, the holders of the definitive notes will be recognized as the
"holders" of the notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive note, so long as the
applicant furnishes to Citigroup and the trustee such security or indemnity and such evidence of ownership as they may
require.
In the event definitive notes are issued, the holders of definitive notes will be able to receive payments of principal and
interest on their notes at the office of Citigroup's paying agents maintained in Toronto and in London. Payment of principal
of a definitive note may be made only against surrender of the note to one of Citigroup's paying agents. Citigroup also has
the option of mailing checks to the registered holders of the notes.
Citigroup's correspondent bank in Toronto is Citibank Canada, located at 123 Front Street West, Toronto, Canada.
Citigroup's paying agent in London is Citibank, N.A., London office, located at Citigroup Centre, Canada Square, Canary
Wharf, London, England.
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