Obligation CityCorp Inc 0% ( XS1795253134 ) en EUR

CityCorp Inc

100 % ▲

Etas-Unis

XS1795253134 ( en EUR )

20/03/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Inc XS1795253134 en EUR 0%, échue

100 000 EUR

1 250 000 000 EUR

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 EUR, avec le code ISIN XS1795253134, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/03/2023

BASE PROSPECTUS

U.S.$110,000,000,000
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 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 aggregate principal amount of
Notes outstanding at any time will not exceed U.S.$110,000,000,000 (or the equivalent in other currencies). 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 22 April
2022. 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inaccuracies does not apply after the date on which this Base Prospectus is no longer valid.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.bourse.lu).
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 23 April 2021.

TABLE OF CONTENTS

Page
RESPONSIBILITY STATEMENT ............................................................................................................. 1
IMPORTANT NOTICES ............................................................................................................................. 1
FORWARD-LOOKING STATEMENTS .................................................................................................... 7
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 7
RISK FACTORS .......................................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 18
SUPPLEMENTS TO THIS BASE PROSPECTUS ................................................................................... 20
FORMS OF THE NOTES .......................................................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 22
FORM OF FINAL TERMS ........................................................................................................................ 71
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 86
EUROPEAN UNION TRANSPARENCY DIRECTIVE .......................................................................... 89
THE ISSUER ............................................................................................................................................. 90
DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC. .................................................... 93
SELECTED FINANCIAL INFORMATION RELATING TO THE ISSUER .......................................... 96
TAXATION ............................................................................................................................................... 97
SUBSCRIPTION AND SALE ................................................................................................................. 100
USE OF PROCEEDS ............................................................................................................................... 104
GENERAL INFORMATION .................................................................................................................. 105
NON-CONFIDENTIALITY .................................................................................................................... 108
INDEX OF DEFINED TERMS ............................................................................................................... 109

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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 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.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed U.S.$110,000,000,000 and for this purpose, any Notes denominated in another currency shall
be translated into United States dollars at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement (as defined under "Subscription and Sale")). The
maximum aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
In this Base Prospectus, unless otherwise specified, references to "U.S.$", "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.
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
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
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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 European Union
(Withdrawal) Act 2018 (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
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.
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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 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;
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(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
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.
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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 STABILISING MANAGER(S) (OR PERSONS ACTING
ON BEHALF OF ANY STABILISING 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 STABILISING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISING 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, illustrative, and similar expressions or future or conditional verbs such as will, should,
would and could.
Such statements are based on management's current expectations and are subject to risks, uncertainties and
changes in circumstances. Actual results and capital and other financial conditions 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 and uncertainties summarized
under "Forward-Looking Statements" in the Issuer's 2020 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 2020 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 date the forward-looking statements were made.
GENERAL DESCRIPTION OF THE PROGRAMME
The Programme is a U.S.$110,000,000,000 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 significant 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 2020
Annual Report on Form 10-K for the year ended 31 December 2020 (pages 49-61), which is incorporated
by reference into this Base Prospectus (except as set out below), 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.
The risk factor entitled "Citi's Ability to Return Capital to Common Shareholders Consistent with Its
Capital Planning Efforts and Targets Substantially Depends on Regulatory Capital Requirements,
Including the Results of the CCAR Process and Regulatory Stress Tests" in the Issuer's 2020 Annual Report
on Form 10-K shall be deleted and replaced with the following two risk factors:
Rapidly Evolving Challenges and Uncertainties Related to the COVID-19 Pandemic Will Likely
Continue to Have Negative Impacts on the Issuer's Businesses and Results of Operations and Financial
Condition.
The COVID-19 pandemic has become global, affecting all of the countries and jurisdictions where the
Issuer operates. The pandemic and responses to it have had, and will likely continue to have, severe impacts
on global health and economic conditions. These impacts will continue to evolve by region, country or
state, largely depending on the duration and severity of the public health consequences, including the
duration and further spread of the coronavirus; the potential for new variants of the virus; timely
development, production and distribution of effective vaccines; availability of therapeutics; public
response; and government actions. The impacts to global economic conditions include, among others: the
institution of social distancing and restrictions on businesses and the movement of the public in and among
the U.S. and other countries; closures, reduced activity and failures of many businesses, leading to loss of
revenues and net losses; sharply reduced U.S. and global economic output, resulting in significant losses of
employment and lower consumer spending, cards purchase sales and loan volumes; lower interest rates;
disruption of global supply chains; and significant disruption and volatility in financial markets.
The pandemic has had, and will likely continue to have, negative impacts on the Issuer's businesses and
overall results of operations and financial condition, which could be material. The extent of the impact on
the Issuer's operations and financial performance, including its ability to execute its business strategies and
initiatives, will continue to depend significantly on future developments in the U.S. and globally, which are
uncertain and cannot be predicted, including the course of the virus, as well as any delay or weakness in
the economic recovery or further economic downturn.
Ongoing legislative and regulatory changes in the U.S. and globally to address the economic impact from
the pandemic, such as consumer and corporate relief measures and continued lower interest rates, could
further affect the Issuer's businesses, operations and financial performance. The Issuer could also face
challenges, including legal and reputational, and scrutiny in its implementation of and ongoing efforts to
provide these relief measures. Such implementations and efforts have resulted in, and may continue to result
in, litigation, including class actions, and regulatory and government actions and proceedings. Such actions
may result in judgments, settlements, penalties and fines adverse to the Issuer. In addition, the different
types of government actions could vary in scale and duration across jurisdictions and regions with varying
degrees of effectiveness.
The impact of the pandemic on the Issuer's consumer and corporate borrowers will also vary by sector or
industry, with some borrowers experiencing greater stress levels, which could lead to increased pressure on
their results of operations and financial condition, increased borrowings or credit ratings downgrades, thus
likely leading to higher credit costs for the Issuer. In addition, stress levels ultimately experienced by the
Issuer's borrowers may be different from and more intense than assumptions made in earlier estimates or
models used by the Issuer, resulting in a further increase in the Issuer's allowance for credit loss ("ACL")
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Document Outline

#3">RESPONSIBILITY STATEMENT
#3">IMPORTANT NOTICES
#9">FORWARD-LOOKING STATEMENTS
#9">GENERAL DESCRIPTION OF THE PROGRAMME
#10">RISK FACTORS
#10">Risks Relating to Citigroup
#10">Rapidly Evolving Challenges and Uncertainties Related to the COVID-19 Pandemic Will Likely Continue to Have Negative Impacts on the Issuer's Businesses and Results of Operations and Financial Condition.
#11">The ability of the Issuer to fulfil its obligations under the Notes is dependent on the earnings of the Issuer's subsidiaries.
#12">The Issuer may not be able to maintain adequate liquidity or funding which may result in a negative impact on the market value of the Notes or the Issuer's ability to fulfil its obligations under the Notes.
#12">Risks Relating to the Notes
#12">Certain base rates described herein refer to "benchmarks," including LIBOR and EURIBOR, that may be discontinued or reformed, which may adversely affect the value of and return on floating rate Notes.
#13">The Secured Overnight Financing Rate ("SOFR") is a relatively new reference rate and the Sterling Overnight Index Average ("SONIA") has a limited history. As the related markets continue to develop, there may be an adverse effect on the return on or ...
#14">Any failure of SOFR to gain market acceptance could adversely affect holders of the SOFR-linked Notes.
#14">Any market for floating rate Notes linked to SONIA or SOFR may be illiquid or unpredictable
#15">You should not rely on indicative or historical data concerning the Secured Overnight Financing Rate.
#15">Changes in SONIA and SOFR could adversely affect holders of SONIA- or SOFR-linked Notes
#15">The total amount of interest payable with respect to each Interest Period for SONIA- or SOFR-linked Notes will not be known until near the end of the Interest Period.
#15">Any Benchmark Replacement may not be the economic equivalent of Compounded SOFR or SONIA
#16">The implementation of Benchmark Replacement Conforming Changes could adversely affect holders of SOFR-linked notes.
#16">The Issuer or its affiliate will make determinations with respect to LIBOR, SONIA and SOFR linked Notes that may be adverse to your interests and could affect the value of and return on the Notes.
#16">Each of SOFR and SONIA differs from LIBOR in a number of material respects and neither is expected to be a comparable substitute for LIBOR
#16">In June 2017, the Alternative Reference Rates Committee convened by the Board of Governors of the Federal Reserve System and the NY Federal Reserve announced SOFR as its recommended alternative to U.S. Dollar LIBOR and the Bank of England announced S...
#16">The Notes may be fully subordinated to senior obligations in certain circumstances.
#17">A reduction of the Issuer's ratings may reduce the market value and liquidity of the Notes, and the credit rating assigned to a series of notes may differ from those assigned to the Issuer.
#17">Early repayment of Notes may expose an investor to reinvestment risk.
#17">A secondary market for a Series of Notes may not develop or may not exist throughout the term of any Series of Notes.
#18">Changes in exchange rates could reduce the market value of the Notes and the value of payments on the Notes to an investor.
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#18">Changes in market interest rates may result in reduced market value of an investment in fixed rate Notes.
#18">The Issuer may elect to de-list the Notes if statutory requirements become impracticable or unduly burdensome.
#19">Legal investment considerations may restrict investments by some investors.
#20">DOCUMENTS INCORPORATED BY REFERENCE
#22">SUPPLEMENTS TO THIS BASE PROSPECTUS
#22">FORMS OF THE NOTES
#22">Notes
#22">If the relevant Final Terms specifies the form of Notes as being "Global Note exchangeable for Individual Note Certificates", then the Notes will initially be in the form of a Global Note which will be exchangeable in whole, but not in part, for Indi...
- #22">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #22">(ii) at any time, if so specified in the relevant Final Terms; or
- #23">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Global Note", then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (...
#23">Terms and Conditions applicable to the Notes
#24">TERMS AND CONDITIONS OF THE NOTES
#24">The following is the text of the terms and conditions which, as completed by the relevant Final Terms, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will di...
- #24">1. Introduction
  - #24">(a) Programme
  - #24">(b) Final Terms
  - #24">(c) Agency Agreement
  - #24">(d) The Notes
  - #24">(e) Summaries
- #25">2. Interpretation
  - #25">(a) Definitions
    - #25">(i) if the Note is actively traded on a regulated market, multilateral trading facility or over-the-counter market and provided recent observable bid and ask prices are available, by reference to such prices;
    - #25">(ii) if the Note is not traded on a regulated market, multilateral trading facility or over-the-counter market, or where, in the reasonable determination of the Calculation Agent, no recent observable bid and ask prices that represent the market value...
  - #35">(b) Interpretation
    - #35">(i) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 11 (Taxation), any premium payable in respect of a Note and any other amount in the na...
    - #35">(ii) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 11 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
    - #35">(iii) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement; and
    - #35">(iv) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable", then such expression is not applicable t...
- #35">3. Form, Denomination and Title
  - #35">(a) Notes
  - #35">(b) Title to Notes
  - #35">(c) Ownership
  - #36">(d) Transfers of Notes
  - #36">(e) Registration and delivery of Note Certificates
  - #36">(f) No charge
  - #36">(g) Closed periods
  - #36">(h) Regulations concerning transfers and registration
- #36">4. Status
  - #36">(a) Status of Senior Notes
  - #37">(b) Status of Subordinated Notes
- #39">5. Negative Pledge
- #39">6. Fixed Rate Note Provisions
  - #39">(a) Application
  - #39">(b) Accrual of interest
  - #39">(c) Fixed Interest Amount
  - #39">(d) Regular Interest Periods
    - #39">(i) the Notes shall for the purposes of this Condition 6 be "Regular Interest Period Notes";
    - #39">(ii) the day and month (but not the year) on which any Interest Payment Date falls shall for the purposes of this Condition 6 be a "Regular Date"; and
    - #39">(iii) each period from and including a Regular Date falling in any year to but excluding the next succeeding Regular Date shall for the purposes of this Condition 6 be a "Regular Period".
  - #40">(e) Irregular first or last Interest Periods
    - #40">(i) the interval between the Issue Date and the first Interest Payment Date; and
    - #40">(ii) the interval between the Maturity Date and the immediately preceding Interest Payment Date
  - #40">(f) Irregular interest amount
  - #40">(g) Number of days
  - #40">(h) Irregular Interest Periods
- #40">7. Floating Rate Note Provisions
  - #40">(a) Application
  - #40">(b) Accrual of interest
  - #41">(c) Screen Rate Determination
    - #41">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
    - #41">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
    - #41">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
      - #41">(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centr...
      - #41">(B) determine the arithmetic mean of such quotations; and
    - #41">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
  - #41">(d) ISDA Determination
    - #41">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
    - #42">(ii) the Designated Maturity (as defined in the ISDA Definitions) is the period specified in the relevant Final Terms; and
    - #42">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (a) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (b) in any other case...
  - #42">(e) EURIBOR Discontinuance
  - #42">(f) LIBOR Discontinuance
    - #42">(i) Benchmark Transition Provisions
    - #43">(ii) Definitions
  - #46">(g) Interest … Floating Rate Notes referencing Compounded SOFR
    - #46">(i) This Condition 7(g) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and the "Screen Rate Determination" is specified in the relevant Final Terms as being "Compounde...
    - #46">(ii) Where "Compounded SOFR" is specified as the Reference Rate in the Final Terms,
    - #46">(iii) For the purposes of this Condition 7(g):
    - #48">(iv) Benchmark Transition Provisions
    - #48">(v) Definitions
  - #50">(h) Interest … Floating Rate Notes referencing Compounded SOFR Index
    - #50">(i) This Condition 7(h) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and the "Screen Rate Determination" is specified in the relevant Final Terms as being "Compounde...
    - #51">(ii) Where "Compounded SOFR Index" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be the Compounded SOFR Index plus or minus (as specified in the relevant Final Ter...
    - #51">(iii) For the purposes of this Condition 7(h):
    - #52">(iv) SOFR Index Unavailability: If SOFR IndexStart or SOFR IndexEnd is not published on the relevant Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, "Compo...
    - #52">(v) Benchmark Transition Provisions
    - #52">(vi) Definitions
  - #55">(i) Maximum or Minimum Rate of Interest
  - #55">(j) Calculation of Interest Amount
  - #55">(k) Publication
  - #56">(l) Notifications, etc.
  - #56">(m) Interest … Floating Rate Notes referencing SONIA
    - #56">(i) This Condition 7(k) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and the "Reference Rate" is specified in the relevant Final Terms as being "SONIA".
    - #56">(ii) Where "SONIA" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA plus or minus (as specified in the relevant Final Terms) the Margin, all...
    - #56">(iii) For the purposes of this Condition 7(k):
    - #57">(iv) If, in respect of any London Banking Day in the relevant Reference Period, the Calculation Agent determines that the SONIA Reference Rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised ...
    - #57">(v) If the Interest Rate cannot be determined in accordance with the foregoing provisions of this Condition 7(k), the Interest Rate shall be (A) that determined as at the last preceding Interest Determination Date (though substituting, where a differe...
    - #58">(vi) If the Notes become due and payable in accordance with Condition 12 (Events of default), the final Interest Determination Date shall, notwithstanding the definition specified above, be deemed to be the date on which the Notes became due and payab...
    - #58">(vii) Where "SONIA Index Determination" is specified in the Final Terms as being applicable, the Rate of Interest for each Interest Period will be the compounded daily reference rate for the relevant Interest Period, calculated in accordance with the ...
- #59">8. Zero Coupon Note Provisions
  - #59">(a) Application
  - #59">(b) Late payment on Zero Coupon Notes
    - #59">(i) the Reference Price; and
    - #59">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that da...
- #59">9. Redemption and Purchase
  - #59">(a) Scheduled redemption
  - #59">(b) Redemption for tax reasons, termination of clearing organization's business or Issuer default
    - #59">(i) Subject to Condition 9(g) (Regulatory Approval) below, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 15 nor more than 60 days' notice in accordance with Condition 18 (Notices)...
  - #60">(c) Redemption at the option of the Issuer
  - #61">(d) Partial redemption
  - #61">(e) Redemption at the option of Noteholders
  - #61">(f) No other redemption
  - #61">(g) Regulatory approval
  - #61">(h) Early redemption of Zero Coupon Notes
    - #61">(i) the Reference Price; and
    - #62">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
  - #62">(i) Notification of Exchange
  - #62">(j) Purchase and Cancellation
- #62">10. Payments
  - #62">(a) Principal
  - #62">(b) Interest
  - #62">(c) Payments subject to fiscal laws
  - #62">(d) Payments on business days
  - #63">(e) Partial payments
  - #63">(f) Record date
- #63">11. Taxation
- #64">12. Events of Default
  - #64">(a) "event of default" with respect to a Senior Note of a particular Series means any one of the following events (whatever the reason for such event of default and whether it shall be voluntary or involuntary or effected by operation of law or pursua...
    - #65">(i) Non-payment of interest: default in the payment of any interest upon any Senior Note of that Series when and as it becomes payable, and continuance of such default for a period of 30 days; or
    - #65">(ii) Non-payment of principal: default in the payment of principal or premium, if any, on any Senior Note of such Series when and as it becomes payable, and continuance of such default for a period of 30 days; or
    - #65">(iii) Insolvency: the entry of a decree or order for relief in respect of the Issuer by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws, as now or hereafter constituted, or any other applicable...
    - #65">(iv) Voluntary insolvency: the commencement by the Issuer of a voluntary case under the U.S. Federal bankruptcy laws, as now or hereafter constituted, or any other applicable U.S. Federal or State bankruptcy, insolvency or other similar law now or her...
    - #65">(v) Other specified events: the occurrence of any other event of default with respect to the Senior Notes of such Series as provided in the relevant Final Terms.
  - #65">(b) "default" with respect to a Senior Note of a particular Series means any of the events described in Condition 12(a)(i)-(v), as well as the default in the performance or observance of any covenant or agreement of the Issuer in these Conditions or t...
  - #65">(c) "event of default" with respect to a Subordinated Note of a particular Series means any of the events described in Condition 12(a)(iii) and (iv). A "default" with respect to a Subordinated Note of a particular Series means an event of default with...
  - #65">(d) Subject to these Terms and Conditions, if an event of default with respect to the Notes of a particular Series at the time outstanding occurs and is continuing, then in such case the holders of not less than 25 per cent. in principal amount of the...
- #66">13. Prescription
- #66">14. Replacement of Notes
- #67">15. Agents
  - #67">(a) a Fiscal Agent and a Registrar;
  - #67">(b) if a Calculation Agent is specified in the relevant Final Terms, a Calculation Agent;
  - #67">(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent or Transfer Agent in any particular place, a Payi...
  - #67">(d) a Paying Agent in a place of payment located outside the United States.
- #67">16. Meetings of Noteholders and Waiver
  - #67">(a) Meetings of Noteholders
  - #67">(b) Modification
- #68">17. Further Issues
- #68">18. Notices
- #68">19. Currency Indemnity
- #68">20. Rounding
- #68">21. Redenomination
  - #68">(a) Application
  - #68">(b) Notice of redenomination
  - #69">(c) Redenomination
    - #69">(i) the Notes shall be deemed to be redenominated into Euro in the denomination of Euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into Euro at the rate for conversion of ...
    - #69">(ii) if Notes have been issued in individual certificated form, new Individual Note Certificates denominated in Euro will be issued in exchange for Individual Note Certificates denominated in the Specified Currency in such manner as the Registrar may ...
    - #69">(iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the Euro, payments of interest in respect of periods commencing before the Redenom...
  - #69">(d) Interest Determination Date
- #69">22. Consolidation or Merger
  - #69">(a) The Issuer shall not consolidate with or accept a merger of any other corporation into the Issuer or merge into any other corporation, or sell other than for cash or lease, all or substantially all its assets to another corporation, except if such...
    - #69">(i) either the Issuer shall be the continuing corporation, or the successor, transferee or lessee corporation (if other than the Issuer) shall, by taking such action as may be required to be taken were such successor corporation the Substitute (as def...
    - #69">(ii) immediately after giving effect to such transaction the Issuer or the successor, transferee or lessee corporation (if other than the Issuer) is not in default in the performance of any covenant or condition in these Conditions or the Agency Agree...
  - #70">(b) Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entity in accordance with Condition 22(a) above, the successor corporation formed...
- #70">23. Substitution of the Issuer
  - #70">(a) The Issuer may at any time, without the consent of Noteholders, substitute for itself any company (the "Substitute") upon notice by such Issuer and the Substitute to be given in accordance with Condition 18 (Notices), provided that:
    - #70">(i) no payment in respect of the Notes is at the relevant time overdue;
    - #70">(ii) the Substitute shall, by means of a substitution agreement in the form scheduled to the Agency Agreement as Schedule 9 (the "Substitution Agreement"), agree to indemnify each Noteholder against any tax, duty, assessment or governmental charge whi...
    - #70">(iii) the Issuer shall execute the Substitution Agreement pursuant to which it shall guarantee in favour of each Noteholder the payment of all sums payable by the Substitute in respect of the Notes as and when the same shall become due and payable (th...
    - #70">(iv) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) to ensure that the Substitution Agreement, the Agency Agreement and the Notes represent valid, legally binding and enforcea...
    - #70">(v) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it;
    - #70">(vi) legal opinions shall have been delivered to the Fiscal Agent from lawyers of recognised standing in each jurisdiction referred to in (ii) above and in New York as to the fulfilment of the requirements of this Condition 23 and the other matters sp...
    - #70">(vii) each stock exchange and/or listing authority to which the Notes have been admitted to listing and/or trading shall have confirmed that, following the proposed substitution of the Substitute, the Notes will continue to be admitted to listing and/...
  - #70">(b) Upon the execution of the Substitution Agreement and the delivery of the legal opinions, the Substitute shall succeed to, and be substituted for, and may exercise every right and power, of the Issuer under the Notes and the Agency Agreement with t...
  - #71">(c) After a substitution pursuant to Condition 23(a), the Substitute may, without the consent of any Noteholder, effect a further substitution. All the provisions specified in Condition 23(a) and 23(b) shall apply mutatis mutandis, and references in t...
  - #71">(d) After a substitution pursuant to Condition 23(a) or 23(c) any Substitute may, without the consent of any Noteholder, reverse the substitution, mutatis mutandis.
  - #71">(e) The Substitution Agreement and all documents relating to the substitution shall be delivered to, and kept by, the Fiscal Agent. Copies of such documents will be available free of charge at the specified office of each of the Paying Agents.
- #71">24. Governing Law and Jurisdiction
  - #71">(a) Governing law
  - #71">(b) Jurisdiction
  - #71">(c) Non-exclusivity
- #71">25. De-listing
- #71">26. TLAC Eligibility
#73">FORM OF FINAL TERMS
#75">[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for c...
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#80">PART B „ OTHER INFORMATION
#88">SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
#88">Clearing System Accountholders
#88">Exchange of Global Notes
#88">If:
- #88">(a) Individual Note Certificates have not been delivered by 5.00 p.m. (London time) on the thirtieth day after they are due to be issued and delivered in accordance with the terms of the Global Note; or
- #88">(b) any of the Notes represented by a Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Notes has occurred and, in either case, payment in full o...
#89">Conditions applicable to Global Notes
#89">Payments
#89">Exercise of put option
#89">Partial exercise of call option
#89">Notices
#89">Redenomination
#89">If the Notes are redenominated pursuant to Condition 21 (Redenomination), then following redenomination:
- #89">(a) if Individual Note Certificates are required to be issued, they shall be issued at the expense of the Issuer in such denominations as the Registrar shall determine and notify to the Noteholders; and
- #89">(b) the amount of interest due in respect of Notes represented by a Global Note will be calculated by reference to the aggregate principal amount of such Notes and the amount of such payment shall be rounded down to the nearest Euro 0.01.
#89">Payment Business Day
#90">Payment Record Date
#91">EUROPEAN UNION TRANSPARENCY DIRECTIVE
#92">THE ISSUER
#93">As previously disclosed, in response to feedback received from the Federal Reserve and FDIC (together, the "Agencies"), the Issuer took the following actions:
- #93">(a) Citicorp LLC ("Citicorp"), an existing wholly owned subsidiary of the Issuer, was established as an intermediate holding company (an "IHC") for certain of the Issuer's operating material legal entities;
- #93">(b) the Issuer executed an inter-affiliate agreement with Citicorp, the Issuer's operating material legal entities and certain other affiliated entities pursuant to which Citicorp is required to provide liquidity and capital support to the Issuer's op...
- #93">(c) pursuant to the Citi Support Agreement:
  - #93">(i) the Issuer made an initial contribution of assets, including certain high-quality liquid assets and inter-affiliate loans (the "Contributable Assets"), to Citicorp, and Citicorp became the business as usual funding vehicle for the Issuer's operati...
  - #93">(ii) the Issuer will be obligated to continue to transfer Contributable Assets to Citicorp over time, subject to certain amounts retained by the Issuer to, among other things, meet the Issuer's near-term cash needs;
  - #93">(iii) in the event of an Issuer bankruptcy, the Issuer will be required to contribute most of its remaining assets to Citicorp; and
- #93">(d) the obligations of both the Issuer and Citicorp under the Citi Support Agreement, as well as the Contributable Assets, are secured pursuant to a security agreement.
#95">DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC.
#95">Committees of the Board of Directors
#98">SELECTED FINANCIAL INFORMATION RELATING TO THE ISSUER
#99">TAXATION
#99">United States Taxation
#99">United States Tax Considerations
#99">General
#100">Taxation of Non-U.S. Holders of Notes
#100">FATCA Legislation May Impose Withholding Tax on Notes Held by or through Foreign Entities
#101">Information Reporting and Backup Withholding
#101">The Proposed Financial Transactions Tax
#102">SUBSCRIPTION AND SALE
#102">United States of America
#102">Regulation S Category 2
#102">Prohibition of Sales to EEA Retail Investors
#102">If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represe...
- #102">(i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or
- #102">(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 EU MiFID II.
#102">Public Offer Selling Restriction under the EU Prospectus Regulation
#102">If the Final Terms in respect of any Notes does not include a legend entitled "Prohibition of Sales to EEA Retail Investors", in relation to each Member State of the European Economic Area, each Dealer has represented and agreed, and each further Dea...
- #103">(a) Approved prospectus: if the Final Terms or Drawdown Prospectus in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 1(4) of the EU Prospectus Regulation in that Member State (a "Non-exempt Offer"...
- #103">(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
- #103">(c) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the ...
- #103">(d) Other exempt offers: at any time in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation.
#103">United Kingdom
#103">Prohibition of sales to UK Retail Investors:
#103">If the Final Terms in respect of any Notes incudes the legend "Prohibition of Sales to UK Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that i...
- #103">(a) the expression retail investor means a person who is one (or more) of the following
  - #103">(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 2018554 (EUWA); or
  - #103">(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...
#104">Other UK regulatory restrictions
#104">Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree, that:
- #104">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #104">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
  - #104">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #104">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #104">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #104">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #104">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#104">Japan
#105">The Netherlands
#105">Belgium
#105">General
#106">USE OF PROCEEDS
#107">GENERAL INFORMATION
#107">Listing and Admission to Trading
#107">Authorisations
#107">Clearing of the Notes
#107">Use of Proceeds
#107">Maturities
#108">Litigation
#108">No Significant Change and No Material Adverse Change
#108">Documents Available for Inspection or Obtainable
#108">For so long as the Programme remains in effect or any Notes shall be outstanding, copies of the following documents may be inspected (and, in the case of (d) and (e) below, may be obtained free of charge) during normal business hours at the Specified...
- #108">(a) the up-to-date statutory documents of the Issuer (which are also available at: https://www.sec.gov/Archives/edgar/data/831001/000110465919073986/ex-3d1.htm and https://www.sec.gov/Archives/edgar/data/831001/000083100120000031/citi-exh301x12312019....
- #108">(b) the Agency Agreement (which contains the forms of the Notes in global and definitive form) (which is also available at http://dl.bourse.lu/dlp/10e21ad26f02aa43318f78193cb8fb0f69);
- #108">(c) the Base Prospectus and any supplements thereof;
- #108">(d) any Final Terms relating to the Notes issued under the Programme except for those relating to Notes issued in circumstances which do not require publication of a prospectus pursuant to Article 1(4) of the EU Prospectus Regulation (which are also a...
- #108">(e) the 2020 Annual Report on Form 10-K.
#108">Auditors
#108">Financial Statements Available
#108">For so long as the Programme remains in effect or any Notes shall be outstanding, copies of the following documents (without exhibits) may be obtained during normal business hours at the Specified Office of the Fiscal Agent and the Paying Agent in Lu...
- #108">(a) the most recent publicly available audited consolidated financial statements of the Issuer beginning with such financial statements for the years ended 31 December 2020, 31 December 2019 and 31 December 2018; and
- #109">(b) any current reports of the Issuer issued after the date of the financial statements referred to in (a) above.
#109">Legal Entity Identifier
#109">Minimum Denomination
#109">Conditions for Determining Price
#109">Yield
#109">Credit Ratings
#109">Validity of the Base Prospectus and the Base Prospectus supplement
#110">NON-CONFIDENTIALITY
#111">INDEX OF DEFINED TERMS