Bond Citi Global Markets 0% ( XS2044958234 ) in ZAR

Citi Global Markets

100 % ⇌

United States

XS2044958234 ( in ZAR )

24/12/2031

Prospectus brochure of the bond Citigroup Global Markets Holdings XS2044958234 en ZAR 0%, maturity 24/12/2031

10 000 ZAR

725 000 000 ZAR

Citigroup Global Markets Holdings Inc. is a subsidiary of Citigroup Inc. providing a wide range of financial services, including securities brokerage, investment banking, and trading across various asset classes globally.

The Bond issued by Citi Global Markets ( United States ) , in ZAR, with the ISIN code XS2044958234, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/12/2031

MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the manufacturer's target market assessment) and determining appropriate distribution
channels.
PROHIBITION OF SALES TO EEA AND 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 Economic European (EEA) or in the United Kingdom (the
UK). 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 Directive 2014/65/EU (as amended, MiFID II); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus
Regulation). 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 or in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.
PRICING SUPPLEMENT
Pricing Supplement dated 12 August 2020
Citigroup Global Markets Holdings Inc.

Legal Entity Identifier (LEI): 82VOJDD5PTRDMVVMGV31

Issue of ZAR75,000,000 Zero Coupon Notes due 24 December 2031 (the "Notes")
(to be consolidated and form a single series with the Issuer's ZAR50,000,000 Zero Coupon Notes due
24 December 2031 issued on 24 December 2019 and amended and restated on 25 February 2020) and
the Issue of ZAR75,000,000 Zero Coupon Notes due 24 December 2031 issued on 26 February
2020,the Issue of ZAR75,000,000 Zero Coupon Notes due 24 December 2031 issued on 18 March
2020, the Issue of ZAR50,000,000 Zero Coupon Notes due 24 December 2031 issued on 1 April 2020,
the Issue of ZAR100,000,000 Zero Coupon Notes due 24 December 2031 issued on 3 April 2020, the
Issue of ZAR100,000,000 Zero Coupon Notes due 24 December 2031 issued on 7 April 2020, the Issue
of ZAR100,000,000 Zero Coupon Notes due 24 December 2031 issued on 24 April 2020 and the
ZAR100,000,000 Zero Coupon Notes due 24 December 2031 issued on 13 May 2020 (the "Original
Notes"))
Guaranteed by Citigroup Inc.
Under the Citi U.S.$60,000,000,000 Global Medium Term Note Programme

The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on
the basis that any offer of Notes in any Member State of the EEA or in the UK will be made pursuant to
an exemption under the Prospectus Regulation, from the requirement to publish a prospectus for offers
of the Notes. Accordingly any person making or intending to make an offer in that Member State or the
UK of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer, the CGMHI Guarantor and any Dealer has authorised, nor does any of them authorise,
the making of any offer of Notes in any other circumstances.
The Notes and the CGMHI Deed of Guarantee have not been and will not be registered under the United
States Securities Act of 1933, as amended (the Securities Act) or any state securities law. The Notes are

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GMTCH3473H

being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act (Regulation S) and may not be offered or sold within the United States or to, or for
the account or benefit of, any U.S. person (as defined in Regulation S). Each purchaser of the Notes or
any beneficial interest therein will be deemed to have represented and agreed that it is outside the United
States and is not a U.S. person and will not sell, pledge or otherwise transfer the Notes or any beneficial
interest therein at any time within the United States or to, or for the account or benefit of, a U.S. person,
other than the Issuer or any affiliate thereof. For a description of certain restrictions on offers and sales
of Notes, see "Subscription and sale and transfer and selling restrictions for Notes" of the Offering
Circular and, if applicable, item 5 of Part B below.
The Notes and the CGMHI Deed of Guarantee do not constitute, and have not been marketed as, contracts
of sale of a commodity for future delivery (or options thereon) subject to the United States Commodity
Exchange Act, as amended, and trading in the Notes has not been approved by the United States
Commodity Futures Trading Commission under the United States Commodity Exchange Act, as
amended.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and
holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject to
Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan,
individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue
Code of 1986, as amended (the Code) or an employee benefit plan or plan subject to any laws, rules or
regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

PART A CONTRACTUAL TERMS
The Notes are English Law Notes. The Notes are issued under the Offering Circular as defined below.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
under the section entitled "General Conditions of the Notes" in the Offering Circular.
This document constitutes the Pricing Supplement of the Notes described herein and must be read in
conjunction with the Offering Circular save in respect of the Conditions which are extracted from the
Previous Offering Circular and are incorporated by reference in the Offering Circular and must be read
in conjunction with the Offering Circular in order to obtain all the relevant information.
The Offering Circular (including all documents incorporated by reference therein) and the Previous
Offering Circular are available for viewing at the offices of the Fiscal Agent and the Paying Agents.
For the purposes hereof, Offering Circular means the Offering Circular dated 13 December 2019 in
relation to the Programme, including all documents incorporated by reference therein, as supplemented
by a Supplement (No.1) dated 4 May 2020 and a Supplement (No.2) dated 22 May 2020.

1.
(i)
Issuer:
Citigroup Global Markets Holdings Inc.
(ii)
Guarantor:
Citigroup Inc.
2.
(i)
Series Number:
GMTCH3473H
(ii)
Tranche Number:
9
(iii)
Date on which the Notes will be The Notes will, as of the Issue Date, be
consolidated and form a single consolidated and form a single series with the
Series:
Original Notes.
3.
Specified Currency or Currencies:
South African Rand ("ZAR")
4.
Aggregate Principal Amount:

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(i)
Series:
ZAR 725,000,000
(ii)
Tranche:
ZAR 75,000,000
5.
Issue Price:
35.63 per cent of the Aggregate Principal
Amount
6.
(i)
Specified Denominations:
ZAR 10,000
(ii)
Calculation Amount:
ZAR 10,000
7.
(i)
Issue Date:
17 August 2020
(ii)
Interest Commencement Date:
Not Applicable
8.
Maturity Date:
24 December 2031
9.
Types of Notes:
(i)
Zero Coupon Notes

(ii)
The Notes are Cash Settled Notes
10.
Interest Basis:
Zero Coupon
11.
Redemption/Payment Basis:
See Section "Provisions Relating to
Redemption" below
12.
Change of Interest or Redemption/Payment Not Applicable
Basis:
13.
Put/Call Options:
Not Applicable
14.
(i)
Status of the Notes:
Senior
15.
Method of Distribution:
Non-syndicated
PROVISIONS RELATING TO UNDERLYING LINKED NOTES
16.
Underlying Linked Notes Provisions:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.
Fixed Rate Note Provisions
Not Applicable
18.
Floating Rate Note Provisions
Not Applicable
19.
Zero Coupon Note Provisions
Applicable
(i)
Amortisation Yield:
9.51 per cent. per annum
(ii)
Reference Price:
Issue Price
(iii)
Any
other
formula/basis
of 30/360
determining
amount
payable
(including Day Count Fraction):
20.
Dual Currency Interest Provisions
Not Applicable
21.
Underlying
Linked
Notes
Interest
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
22.
Issuer Call
Not Applicable

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GMTCH3473H

23.
Investor Put
Not Applicable
24.
Redemption Amount of each Calculation
ZAR10,000 per Calculation Amount
Amount
25.
Underlying Linked Notes Redemption
Not Applicable
Provisions
26.
Mandatory
Early
Redemption
Not Applicable
Provisions
27.
Early Redemption Amount

(i)
Early
Redemption Amount(s) Condition 5(d)(ii) of the General Conditions
payable
on
redemption
for applies
taxation reasons or illegality
(Condition 5(b) of the General
Conditions) or on Event of Default
(Condition 9 of the General
Conditions) or other relevant early
redemption
pursuant
to
the
Conditions and/or the method of
calculating the same:
(ii)
Early
Redemption
Amount Not Applicable
includes amount in respect of
accrued interest:
28.
Provisions
applicable
to
Physical
Not Applicable
Delivery
29.
Variation of Settlement

(i)
Issuer's or Intermediary's option to Not Applicable
vary settlement
(ii)
Holder's option to vary settlement: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
30.
Administrator/Benchmark Event:
Condition 20 (Redemption or adjustment for
an Administrator/Benchmark Event) of the

General Conditions: Not Applicable
31.
USD Floating Rate Fallback Provisions:
Not Applicable
32.
Form of Notes:
Registered Notes

Regulation S Global Registered Note
Certificate registered in the name of a
nominee for a common depositary for
Euroclear and Clearstream, Luxembourg
33.
Governing Law:
English Law
34.
New Safekeeping Structure:
No
35.
Business Centres:
Johannesburg, London and New York
36.
Business Day Jurisdiction(s) or other Johannesburg, London and New York
special provisions relating to payment
dates:

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GMTCH3473H

37.
Renminbi Settlement Centre(s):
Not Applicable
38.
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising the
Issue Price and date on which each payment
is to be made and consequences (if any) of
failure to pay, including any right of the
Issuer to forfeit the Notes and interest due
on late payment:
39.
Details relating to Instalment Notes: Not Applicable
amount of each Instalment Amount
(including any maximum or minimum
Instalment Amount), date on which each
payment is to be made:
40.
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
41.
Consolidation provisions:
The provisions of Condition 12 of the General
Conditions apply
42.
Other terms and conditions:
Not Applicable
Schedule A (Redemption and Purchase and Not Applicable
Events of Default):
43.
Name and address of Calculation Agent:
Citibank, N.A. at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB,
United Kingdom acting through its London IR
Derivative Calculations group (or any
successor department/group)
44.
Determinations:
Sole and Absolute Determination

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GMTCH3473H

PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the Pricing Supplement required for the issue and admission to
trading on the Luxembourg Stock Exchange's Euro MTF Market of the Notes described herein pursuant
to the Citi U.S.$60,000,000,000 Global Medium Term Note Programme of Citigroup Inc., Citigroup
Global Markets Holdings Inc., Citigroup Global Markets Funding Luxembourg S.C.A. and Citigroup
Global Markets Limited.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
Digitally signed by Harry Zacher

DN: [email protected],
cn=Harry Zacher, ou=Citigroup
Inc., o=Citigroup Inc., c=US
By: ................................................................
Date: 2020.08.12 15:53:16 -04'00'
Duly authorised

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GMTCH3473H

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing and admission to Application has been made by the Issuer (or on its
trading:
behalf) for the Notes to be admitted to the Official
List and to trading on the Luxembourg Stock
Exchange's Euro MTF Market with effect from
on or around the Issue Date.
The Original Notes were admitted to the Official
List and to trading on the Luxembourg Stock
Exchange's Euro MTF Market on 24 December
2019, 27 February 2020, 18 March 2020, 1 April
2020, 3 April 2020, 7 April 2020, 24 April 2020
and 13 May 2020.

(ii)
Estimated Net Proceeds:
ZAR26,722,500
2.
RATINGS
Ratings:
The Notes are not rated.
The Issuer's long term/short term senior debt is
rated:
S&P:

BBB+ (Stable Outlook)/A-2
Moody's:
A3 (Stable Outlook)/P-2
Fitch:

A (Negative Outlook)/F1
The CGMHI Guarantor's long-term/short-term
senior debt is rated:
S&P:

BBB+ (Stable Outlook)/A-2
Moody's:
A3 (Stable Outlook)/P-2
Fitch:

A (Negative Outlook)/F1
A credit rating is not a recommendation to buy,
sell or hold securities and may be revised or
withdrawn by the rating agency at any time.
Each rating should be evaluated independently
of any other rating
The Issuer's credit ratings are an assessment of
the Issuer's ability to meet its obligations under
the Notes, including making payments under
the Notes. Consequently, actual or anticipated
changes in the Issuer's credit ratings may affect
the trading value of the Notes. However,
because the Notes' yield is dependent on certain
factors in addition to the Issuer's ability to pay
its obligations on the Notes, an improvement in
the Issuer's credit ratings will not reduce the
other investment risks related to the Notes
The CGMHI Guarantor's credit ratings are an
assessment of the CGMHI Guarantor's ability

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GMTCH3473H

to meet its obligations under the CGMHI Deed
of Guarantee in respect of the Notes, including
making payments thereunder. Consequently,
actual or anticipated changes in the CGMHI
Guarantor's credit ratings may affect the trading
value of the Notes. However, because the
Notes' yield is dependent on certain factors in
addition to the CGMHI Guarantor's ability to
pay its obligations under the CGMHI Deed of
Guarantee, an improvement in the CGMHI
Guarantor's credit ratings will not reduce the
other investment risks related to the Notes

3.
REASONS FOR THE ISSUE AND ESTIMATED NEW PROCEEDS
Reasons for the issue:
See the paragraph headed "Use of Proceeds" in
the description of the Issuer in the Offering
Circular

4.
OPERATIONAL INFORMATION
ISIN Code:
XS2044958234
Common Code:
204495823
CUSIP:
Not Applicable
WKN:
Not Applicable
Valoren:
Not Applicable
CFI:
Not Applicable
FISIN:
Not Applicable
Any clearing system(s) other than Not Applicable
Euroclear, Clearstream, Luxembourg
and DTC and the relevant identification
number(s) and details relating to the
relevant depositary, if applicable:
Delivery:
Delivery versus payment
Names and address of the Swedish Not Applicable
Notes Issuing and Paying Agent (if
any):
Names and address of the Finnish Notes Not Applicable
Issuing and Paying Agent (if any):
Names and address of additional Paying Not Applicable
Agent(s) (if any):
Intended to be held in a manner which Not Applicable
would allow Eurosystem eligibility:
5.
DISTRIBUTION
If syndicated, names and addresses of Not Applicable
Managers
and
underwriting
commitments:

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GMTCH3473H

Date of Subscription Agreement:
Not Applicable
Stabilisation Manager(s) (if any):
Not Applicable
If non-syndicated, name and address of Citigroup Global Markets Limited at Citigroup
Dealer:
Centre, Canada Square, Canary Wharf, London
E14 5LB, United Kingdom
Total commission and concession:
None
Additional selling restrictions:
Not Applicable
Prohibition of Sales to EEA and UK Applicable
Retail Investors:

6.
UNITED STATES TAX CONSIDERATIONS
For U.S. federal income tax purposes, the Issuer intends to treat the Notes as debt. The Issuer has
determined that the Notes are not Specified ELIs for the purpose of Section 871(m).

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GMTCH3473H