Bond Citigroup Global Markets Finance Luxembourg S.C.A. 0% ( XS1923342098 ) in USD

Citigroup Global Markets Finance Luxembourg S.C.A.

100 % ⇌

Luxembourg

XS1923342098 ( in USD )

30/01/2025 - Bond has expired

Prospectus brochure of the bond CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A XS1923342098 in USD 0%, expired

Citigroup Global Markets Funding Luxembourg S.C.A. is a Luxembourg-based special purpose vehicle primarily engaged in funding and other financial activities for Citigroup's global markets operations.

The Bond issued by Citigroup Global Markets Finance Luxembourg S.C.A. ( Luxembourg ) , in USD, with the ISIN code XS1923342098, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/01/2025

Underlying Linked Notes Base Prospectus dated 16 December 2022

CITIGROUP INC.
(incorporated in Delaware)
and
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
(a corporation duly incorporated and existing under the laws of the state of New York)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions)
under Luxembourg law, with registered office at 31 - Z.A. Bourmicht, L-8070 Bertrange,
Grand Duchy of Luxembourg and registered with the Register of Trade and Companies of
Luxembourg (Registre de commerce et des sociétés, Luxembourg) under number B 169.199)

each an issuer under the
Citi Global Medium Term Note Programme
Securities issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and
irrevocably guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Securities issued by Citigroup Global Markets Funding Luxembourg S.C.A. only will be
unconditionally and irrevocably guaranteed by
CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales)

INTRODUCTION TO THIS DOCUMENT
What is this document?
This document (the Base Prospectus) constitutes a "base prospectus" for the purposes of Article 8 of
Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the EU
Prospectus Regulation) and relates to the Global Medium Term Note Programme (the Programme).
This Base Prospectus is valid for 12 months after its approval and may be supplemented from time to
time to reflect any significant new factor, material mistake or inaccuracy relating to the information
included in it.
This Base Prospectus supersedes and replaces in its entirety the Base Prospectus dated 17 December
2021. This does not affect any Securities issued on or prior to the date of this Base Prospectus.
How do I use this Base Prospectus?
This Base Prospectus (which includes information incorporated by reference) is intended to provide you
with information necessary to enable you to make an informed investment decision before purchasing
any Securities (as defined in Section G.1 below).
The contractual terms of any particular issuance of Securities will comprise the General Conditions of
the Securities (see Section G.1 below) together with the additional terms and conditions (see Section G.2
below) set out in the section of this Base Prospectus entitled the "Schedules to the Terms and Conditions
of the Securities" and if the Securities are linked to:

i

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

ii

(c)
information relating to the Programme and the Securities;
(d)
information on transfer and selling restrictions; and
(e)
taxation considerations.
All capitalised terms used will be defined in this Base Prospectus or the Issue Terms and are referenced
in the Index of Defined Terms.
You should read this Base Prospectus, the information incorporated by reference into this Base
Prospectus from such other documents and the applicable Issue Terms.
What are Issue Terms?
Issue Terms means, when it relates to:
(a)
Securities which are not Exempt Securities (as defined in the Section entitled "Important
Notices" below), the applicable Final Terms which completes the terms and conditions of the
relevant Securities; or
(b)
Securities which are Exempt Securities, the applicable Pricing Supplement which supplements
the terms and conditions of the relevant Securities and may also specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent with the terms and
conditions of the relevant Securities, supplement, replace and/or modify such terms and
conditions.
Who is the Issuer and (if applicable) Guarantor of the Securities?
Securities under this Base Prospectus will be issued and (if applicable) will be guaranteed by any of the
following:
(a)
Citigroup Inc. (Citigroup or Citi) (in which case, the Securities will not be guaranteed by any
entity);
(b)
Citigroup Global Markets Holdings Inc. (CGMHI) and guaranteed by Citigroup Inc. (in such
capacity, the CGMHI Guarantor) pursuant to a deed of guarantee dated 21 December 2015
(such deed of guarantee as amended and/or supplemented and/or replaced from time to time,
the CGMHI Deed of Guarantee) executed by the CGMHI Guarantor; and
(c)
Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL) and guaranteed by Citigroup
Global Markets Limited (CGML) (in such capacity, the CGMFL Guarantor) pursuant to a
deed of guarantee dated 25 January 2019 (such deed of guarantee as amended and/or
supplemented and/or replaced from time to time, the CGMFL Deed of Guarantee) executed
by the CGMFL Guarantor.
Citi, CGMHI and CGMFL is each an Issuer and collectively, the Issuers. The CGMHI Guarantor and
the CGMFL Guarantor is each a Guarantor and collectively, the Guarantors. References in this Base
Prospectus to "Issuer" and "Guarantor" shall be construed accordingly.
Citi, CGMHI and the CGMHI Guarantor each has a right of substitution as set out in the terms and
conditions of the Securities set out in this Base Prospectus. If "Substitution provisions" are specified as
applicable in the applicable Issue Terms, each of CGMFL and the CGMFL Guarantor also has a right of
substitution as set out in the terms and conditions of the Securities set out in this Base Prospectus.
What type of Securities does this Base Prospectus relate to?
This Base Prospectus relates to the issuance of Securities (as defined in Section G.1 below).
The Securities may be Securities which do not bear interest, interest bearing securities, securities which
pay a fixed amount on redemption, as well as the following types of securities whose return (in respect
to any interest payable on such securities and/or their redemption amount) is linked to one or more:
(a)
security indices;

iii

(b)
inflation indices;
(c)
commodity indices;
(d)
commodities;
(e)
shares;
(f)
depository receipts;
(g)
exchange traded fund (ETF) shares;
(h)
mutual funds;
(i)
currency exchange rates;
(j)
warrants;
(k)
proprietary indices;
(l)
dividend futures contracts;
(m)
rates;
(n)
preference shares; or
(o)
any combination of the foregoing.
In addition, the Securities may be Notes (as defined below) whose return is linked to the credit of one or
more specified entities (such Notes may or may not bear interest) (such Notes, Credit Linked Notes) or
Notes which reference a package skew position comprising (i) an index untranched credit derivative
transaction and (ii) a set of single name credit derivative transactions (with each single name transaction
corresponding to an underlying reference entity constituent of the corresponding index transaction)
where (i) and (ii) have equal and offsetting positions with any payments resulting from a Credit Event
intended to be zero due to the application of payment netting, other than in the event of an early
redemption (such Notes may or may not bear interest) (such Notes, Index Skew Notes).
The Securities may provide for early redemption at the option of the issuer (a call option) or the investor
(a put option) and may, at maturity, pay a fixed or other redemption amount as specified in the relevant
Issue Terms.
Securities (Securities) may be in the form of notes (Notes) or (for Securities issued by CGMFL only)
certificates (Certificates), as specified in the applicable Issue Terms.
Certificates entitle the holder on exercise to receive a cash amount (if any) calculated in accordance with
the relevant terms, subject as set forth herein in the Conditions. Certificates will not bear interest but may
pay a coupon amount.
The Issuer may also from time to time issue Notes that are titled "Certificates". Further, the Issuer (each
of Citi, CGMHI and CGMFL) may from time to time issue Notes that are titled "Certificates" to be
offered in Italy and/or which are admitted to trading, or for which an application for admission to trading
has been made or will be made, on SeDeX or EuroTLX (as defined below), for purposes of Italian listing
requirements (Italian Listed Certificates).
In the case of Certificates, Notes that are titled "Certificates" and Italian Listed Certificates, where
applicable, as used in this Base Prospectus, references to "redemption" and "redeem" shall be construed
to be to "termination" and "terminate", references to "interest", "interest payment date", "interest period",
"interest rate" and "interest underlying" (and related expressions) shall be construed to be (in the case of
Certificates) to "coupon amount", "coupon payment date", "coupon period", "coupon rate" and "coupon
underlying" or (in the case of Notes that are titled "Certificates" and Italian Listed Certificates) to
"premium", "premium payment date", "premium period", "premium rate" and "premium underlying",
and references to "maturity date" shall be construed to be to "final termination date", and all related
expressions shall be construed accordingly.

iv

What is the status of the Securities:
The Securities constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer
and (if applicable) the Guarantor and payments to be made by such Issuer and (if applicable) the
Guarantor under the Securities are subject to the credit risk of such Issuer and (if applicable) the
Guarantor. As such, the potential return on and value of the Securities will be adversely affected in the
event of a default or deterioration in the financial position of such Issuer and (if applicable) the Guarantor.
The information on the Issuers and the Guarantors set out in this Base Prospectus (which includes
information incorporated by reference) provides a description of the Issuers' and the Guarantors' business
activities as well as certain financial information and material risks faced by the Issuers and the
Guarantors.

v

IMPORTANT NOTICES
Distribution of Securities
Securities may be issued on a continuing basis to Citigroup Global Markets Limited, Citigroup Global
Markets Inc. and/or Citigroup Global Markets Europe AG and/or any additional dealer appointed under
the Programme from time to time by the Issuers (each a Dealer and together the Dealers) which
appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Securities,
the Dealer(s) will be specified in the applicable Issue Terms (as defined below). However, each Issuer
reserves the right to sell Securities directly on its own behalf to other entities and to offer Securities in
specified jurisdictions directly to the public through distributors, in accordance with all applicable rules
and regulations. Securities may be resold at prevailing market prices, or at prices related thereto, at the
time of such resale, as determined by the Issuer or the relevant Dealer. Securities may also be sold by the
Issuer through the Dealer(s), acting as agent of the Issuer.
Pursuant to this Base Prospectus, Securities may be issued whose return (in respect of any interest
payable on such Securities and/or their redemption amount) is linked to one or more security indices
(Security Index Linked Securities) or one or more inflation indices (Inflation Index Linked
Securities) or one or more commodity indices (Commodity Index Linked Securities) or one or more
commodities (Commodity Linked Securities) or one or more shares (Share Linked Securities) or one
or more depositary receipts (Depositary Receipt Linked Securities) or one or more exchange traded
fund (ETF) shares (ETF Linked Securities) or one or more mutual funds (Mutual Fund Linked
Securities) or one or more currency exchange rates (FX Rate Linked Securities) or one or more
warrants (Warrant Linked Securities) or one or more proprietary indices (Proprietary Index Linked
Securities) or one or more Dividend Futures Contracts (Dividend Futures Contract Linked Securities)
or one or more rates (Rate Linked Securities) or one or more preference shares (Preference Share
Linked Securities). In addition, the Securities may be Credit Linked Notes) or Index Skew Notes).
The aforementioned Securities together, Underlying Linked Securities, as more fully described in this
Base Prospectus.
Securities may provide that settlement will be by way of cash settlement (Cash Settled Securities) or
physical delivery (Physical Delivery Securities) as provided in the Valuation and Settlement Schedule
and the applicable Issue Terms.
The Issuer may agree with any Dealer that Securities may be issued in a form not contemplated by the
relevant Terms and Conditions set out in this Base Prospectus, in which event, if the Issuer is Citigroup
Inc., a supplement to the Citigroup Inc. Base Prospectus (as defined below) or, if the Issuer is CGMHI,
a supplement to the CGMHI Base Prospectus (as defined below) or, if the Issuer is CGMFL, a supplement
to the CGMFL Base Prospectus (as defined below), if appropriate, which describes the effect of the
agreement reached in relation to such Securities, will be made available.
Approvals of the Base Prospectus
Each of the Citigroup Inc. Base Prospectus, the CGMHI Base Prospectus and the CGMFL Base
Prospectus has been approved as a base prospectus by the Central Bank of Ireland (the Central Bank),
as competent authority (the Competent Authority) under the EU Prospectus Regulation. The Central
Bank only approves this Base Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the EU Prospectus Regulation. Approval by the Central Bank should not be
considered an endorsement of any of the Issuers, the CGMHI Guarantor, or the CGMFL Guarantor or of
the quality of the Securities. Investors should make their own assessment as to the suitability of investing
in the Securities.
Such approval by the Competent Authority relates only to Securities which are to be admitted to trading
on a regulated market for the purposes of Directive 2014/65/EU (as amended, varied or replaced from
time to time, MiFID II) or which are to be offered to the public in any Member State of the European
Economic Area (the EEA) in circumstances that require the publication of a prospectus.
However, there can be no assurance that such applications will be approved or that, if approved, any such
approval will be given within a specified timeframe. Application will be made to the Irish Stock
Exchange plc, trading as Euronext Dublin (Euronext Dublin) for the Securities issued during the period
of twelve months after the date of this Base Prospectus to be admitted to the official list (the Official

vi

List) and to trading on its regulated market. An electronic copy of this Base Prospectus will be published
on the website of Euronext Dublin at https://live.euronext.com. In addition, application will be made to
the Luxembourg Stock Exchange for the Securities issued during the period of twelve months after the
date of this Base Prospectus to be admitted to the Official List of the Luxembourg Stock Exchange and
to trading on the regulated market of the Luxembourg Stock Exchange. An electronic copy of this Base
Prospectus, the relevant documents incorporated by reference herein, and the Issue Terms of such
Securities will be published on the website of the Luxembourg Stock Exchange at www.bourse.lu, for
so long as the Securities are listed on the Luxembourg Stock Exchange. Application may be made for
Securities (other than Exempt Securities) issued under the Programme to be listed on the NASDAQ
Stockholm AB and admitted to trading on the regulated market of the NASDAQ Stockholm AB or to be
listed on the Italian Stock Exchange and admitted to trading on the electronic "Bond Market" organised
and managed by Borsa Italiana S.p.A. (the MoT), but there can be no assurance that any such listing will
occur on or prior to the date of issue of any Securities, as the case may be, or at all. Application may also
be made for Securities issued under the Programme to be admitted to trading (i) on the multilateral trading
facility of securitised derivatives financial instruments, organised and managed by Borsa Italiana S.p.A.
(the SeDeX) and (ii) on the multilateral trading facility of EuroTLX managed by Borsa Italiana S.p.A.
(EuroTLX) but there can be no assurance that any such listing will occur on or prior to the date of issue
of any Securities, as the case may be, or at all. For the avoidance of doubt, SeDeX and EuroTLX are not
regulated markets for the purposes of MiFID II. Application may also be made for Securities issued under
the Programme to be listed to the official list and admitted to trading on the Open Market (Regulated
Unofficial Market) (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt AG) but there can
be no assurance that any such listing will occur on or prior to the date of issue of any Securities, as the
case may be, or at all. For the avoidance of doubt, the Open Market (Regulated Unofficial Market)
(Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt AG) is not a regulated market for the
purposes of MiFID II. Application may also be made for Securities issued under the Programme to be
listed on the Paris Stock Exchange trading as Euronext Paris (Euronext Paris) for the Securities issued
during the period of twelve months after the date of this Base Prospectus. The Central Bank may, at the
request of the Issuer, send to a competent authority of another Member State of the EEA (i) a copy of
this Base Prospectus, and (ii) a certificate of approval pursuant to Article 25 of the EU Prospectus
Regulation attesting that this Base Prospectus has been drawn up in accordance with the EU Prospectus
Regulation.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months
from its date in relation to Securities which are to be admitted to trading on a regulated market in
the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Base Prospectus is no longer
valid.
The requirement to publish a prospectus under the EU Prospectus Regulation only applies to Securities
which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the
EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the
EU Prospectus Regulation. References in this Base Prospectus to Exempt Securities are to Securities
for which no prospectus is required to be published under the EU Prospectus Regulation. The Central
Bank has neither approved nor reviewed information contained in this Base Prospectus in connection
with Exempt Securities.
Application has been made to Euronext Dublin for the approval of the Citigroup Inc. Base Prospectus,
the CGMHI Base Prospectus and the CGMFL Base Prospectus as Base Listing Particulars (the Citigroup
Inc. Base Listing Particulars, the CGMHI Base Listing Particulars and the CGMFL Base Listing
Particulars, respectively, and together, the Base Listing Particulars). Application will be made to
Euronext Dublin for Securities issued during the 12 months from the date of the Base Listing Particulars
to be admitted to the Official List and to trading on the global exchange market (the Global Exchange
Market) which is the exchange regulated market of Euronext Dublin. Application has also been made
to the Luxembourg Stock Exchange for the approval of the Base Listing Particulars with respect to
Securities (including the Exempt Securities) issued by CGMFL and Exempt Securities issued by
Citigroup Inc. and CGMHI as a base prospectus for the purposes of Part IV of the Luxembourg act dated
16 July 2019 on prospectus for securities. Application will be made to the Luxembourg Stock Exchange
for Securities (including the Exempt Securities) issued by each Issuer during the 12 months from the date
of the Base Listing Particulars to be admitted to the Official List of the Luxembourg Stock Exchange
and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the Euro MTF). The Global
Exchange Market and the Euro MTF are not regulated markets for the purposes of MiFID II. Save where

vii

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

viii

AN ISSUE OF SECURITIES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE
BOUGHT
AND
TRADED
BY
INVESTORS
WHO
ARE
PARTICULARLY
KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF
SECURITIES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE
RELEVANT SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND
THAT THEY CONSIDER THE SUITABILITY OF THE RELEVANT SECURITIES AS AN
INVESTMENT IN LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL
CONDITION. IT IS THE RESPONSIBILITY OF PROSPECTIVE PURCHASERS TO ENSURE
THAT THEY HAVE SUFFICIENT KNOWLEDGE, EXPERIENCE AND PROFESSIONAL
ADVICE TO MAKE THEIR OWN LEGAL, FINANCIAL, TAX, ACCOUNTING AND OTHER
BUSINESS EVALUATION OF THE MERITS AND RISKS OF INVESTING IN THE
SECURITIES AND ARE NOT RELYING ON THE ADVICE OF THE ISSUER, THE CGMHI
GUARANTOR, THE CGMFL GUARANTOR OR ANY DEALER IN THIS REGARD.
SECURITIES MAY INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE PRINCIPAL
OR INITIAL INVESTMENT AMOUNT NOT BEING PROTECTED. POTENTIAL
INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR INVESTMENT IN THE
SECURITIES. SEE "RISK FACTORS" SET OUT IN THIS BASE PROSPECTUS.
Prospective investors should note that Events of Default in respect of the CGMHI Guarantor are
limited to the events stated in General Conditions 11(a)(i) and 11(a)(ii) (Events of Default) relating
to default in payment of principal, interest or termination amounts in respect of the Securities but
will not include the insolvency or bankruptcy of the CGMHI Guarantor (or any similar event),
any other default of the CGMHI Guarantor or the CGMHI Deed of Guarantee being (or being
claimed not to be) in full force and effect. Therefore, even though the CGMHI Guarantor may be
declared insolvent or have entered into bankruptcy proceedings or disclaimed the CGMHI Deed
of Guarantee, holders of Securities issued by CGMHI will not be able to trigger an Event of Default
under the Securities and thus will not be able to cause the Securities to be immediately due and
payable, and the Securities will not redeem until maturity (unless there has been an Event of
Default due to non-payment of interest, principal or termination amounts or bankruptcy or other
default of CGMHI in the meantime). It is possible that holders may receive a lower return at
maturity than if they were able to accelerate the Securities for immediate repayment in such
circumstances.
Belgian Code of Economic Law
In respect of public offers of Securities in Belgium, the Issuer could be required to comply with the
provisions of the Belgian Code of Economic Law, especially the provisions on unfair terms in the
application of the Terms and Conditions as set out in the Base Prospectus and the relevant Issue Terms
relating to such Securities in Belgium, insofar as these provisions are applicable.
Governing law of the Securities
Securities issued under the Programme will be governed by English law (English Law Securities), Irish
law (Irish Law Securities) or French law (French Law Securities) as specified in the Issue Terms.
Form of Securities
Subject as provided below in the case of Swedish Securities, Finnish Securities and French Law
Securities, Securities to be issued hereunder will be in registered form (Registered Securities) and will
be represented by registered security certificates (Registered Security Certificates), one Registered
Security Certificate being issued in respect of each holder's entire holding of Registered Securities of one
Series. Registered Securities which are held in Euroclear Bank S.A./N.V. (Euroclear) and Clearstream
Banking S.A., (Clearstream, Luxembourg) (or in the case of French Cleared Securities only, Euroclear
France S.A. (Euroclear France)) or the Depository Trust Company (DTC), as the case may be, will be
represented by a global Registered Security Certificate (a Global Registered Security Certificate)
registered in the name of a nominee for either Euroclear and Clearstream, Luxembourg (or in the case of
French Cleared Securities only, Euroclear France) or DTC, as the case may be, and the Global Registered
Security Certificate will be delivered to the appropriate depositary, common safekeeper or custodian, as
the case may be. Interests in a Global Registered Security Certificate will be exchangeable for definitive
Registered Security Certificates as described under "Form of the Securities" set out in this Base

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Prospectus. In addition, indirect interests in Securities may be delivered, held and settled via the CREST
Depository Interest (CDI) mechanism in Euroclear UK and Ireland (CREST).
Securities issued in accordance with the Swedish Act on Central Securities Depositories and Financial
Instruments Accounts (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av financiella
instrument) (SFIA Act) (Swedish Securities) will be issued in uncertificated and dematerialised book-
entry form in accordance with the SFIA Act. No global or definitive registered Swedish Securities will
be issued. The Swedish Securities will be transferable only in accordance with the provisions of the SFIA
Act, other applicable Swedish legislation and the rules and regulations applicable to, and/or issued by,
Euroclear Sweden AB (Euroclear Sweden).
Securities issued in accordance with the Finnish Act on the Book-Entry System and Clearing Operations
(Fin. laki arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended)) and with the Finnish
Act on the Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as amended) (Finnish
Securities) will be issued in uncertificated and dematerialised book entry form in accordance with the
Finnish Act on the Book-Entry System and Clearing Operations (Fin. laki arvo-osuusjärjestelmästä ja
selvitystoiminnasta (348/2017, as amended)) and with the Finnish Act on Book-Entry Account (Fin. laki
arvo-osuustileistä (827/1991, as amended)). No global or definitive registered Securities will be issued.
The Finnish Securities will be registrable and transferable only in accordance with the legislation, rules
and regulations applicable to, and/or issued by, Euroclear Finland Ltd (Euroclear Finland). Finnish
Securities will be subject to automatic redemption and be cash settled.
French Law Securities are issued in dematerialised form and must at all times be in book-entry form in
compliance with Articles L.2113 and R.2111 of the French Code monétaire et financier. French Law
Securities shall constitute "obligations" within the meaning of Article L.2135 of the French Code
monétaire et financier. No global or definitive French Law Securities will be issued. The French Law
Securities will be transferable only in accordance with the rules and procedures of Euroclear France.
French Law Securities may be issued, at the option of the Issuer, in either: (i) bearer dematerialised form
(au porteur), which will be inscribed in the books of Euroclear France which shall credit the accounts of
an accountholder (being any authorised financial intermediary institution entitled to hold accounts
directly or indirectly on behalf of its customers with Euroclear France) (the Euroclear France
Accountholder); or (ii) in registered dematerialised form (au nominatif) and, at the option of the
Securityholder in either administered registered form (au nominatif administré) inscribed in the books of
a Euroclear France Accountholder (and mirroring the inscriptions in the books maintained by the Issuer
or the French Law Securities Registration Agent acting on behalf of the Issuer, if applicable) or in fully
registered form (au nominatif pur) inscribed in an account held by Euroclear France and in the books
maintained by the Issuer (or the French Law Securities Registration Agent acting on behalf of the Issuer,
if applicable). French Law Securities will be accepted for clearance through Euroclear France, and
through Euroclear France as an intermediary into Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system.
See section F.4 below for further information.
U.S. notices
None of the Securities, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee has
been nor will be registered under the United States Securities Act of 1933, as amended (the
Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the
United States. Securities issued by Citigroup Inc., CGMHI or CGMFL may be offered and sold
outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities
Act (Regulation S). Notes issued by Citigroup Inc. or CGMHI may be offered and sold within the
United States to "qualified institutional buyers" (QIBs) in transactions exempt from registration
under the Securities Act in reliance on Rule 144A under the Securities Act (Rule 144A). Securities
may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) other than, in the case of Notes issued by Citigroup Inc. or
CGMHI, to QIBs in reliance on Rule 144A. Securities issued by CGMFL, which are guaranteed
by the CGMFL Guarantor, will not be offered and sold in the United States or to, or for the account
or benefit of, U.S. persons at any time. For a description of certain restrictions on offers, sales and
transfers of Securities, see "Subscription and Sale and Transfer and Selling Restrictions". Any
purchaser of Securities that is a registered U.S. investment company should consult its own counsel
regarding the applicability of Section 12(d) and Section 17 of the Investment Company Act of 1940

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