Bond CitiCorp 1.25% ( XS2167003685 ) in EUR

CitiCorp

100 % ▲

United States

XS2167003685 ( in EUR )

1.25% per year ( payment 1 time a year)

06/07/2026

Prospectus brochure of the bond Citigroup XS2167003685 en EUR 1.25%, maturity 06/07/2026

100 000 EUR

1 750 000 000 EUR

06/07/2026 ( In 253 days )

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

The Bond issued by CitiCorp ( United States ) , in EUR, with the ISIN code XS2167003685, pays a coupon of 1.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/07/2026

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 "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 Prospectus Regulation. The base prospectus has
been issued in compliance with the 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 of twelve months after the date hereof. The CSSF only approves this Base Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the 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 "MIFID Directive" or "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
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 21 April 2020.

TABLE OF CONTENTS
Page
TABLE OF CONTENTS ........................................................................................................................................ i
RESPONSIBILITY STATEMENT ........................................................................................................................ 1
IMPORTANT NOTICES ....................................................................................................................................... 1
FORWARD-LOOKING STATEMENTS .............................................................................................................. 7
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 14
SUPPLEMENTS TO THIS BASE PROSPECTUS ............................................................................................. 16
FORMS OF THE NOTES .................................................................................................................................... 16
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 18
FORM OF FINAL TERMS .................................................................................................................................. 51
[ANNEX TO THE FINAL TERMS SUMMARY OF THE ISSUE] ................................................................ 60
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................... 62
EUROPEAN UNION TRANSPARENCY DIRECTIVE..................................................................................... 65
THE ISSUER ........................................................................................................................................................ 66
DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC. .............................................................. 69
SELECTED FINANCIAL INFORMATION RELATING TO THE ISSUER .................................................... 71
TAXATION ......................................................................................................................................................... 72
SUBSCRIPTION AND SALE ............................................................................................................................. 75
USE OF PROCEEDS ........................................................................................................................................... 79
GENERAL INFORMATION ............................................................................................................................... 80
NON-CONFIDENTIALITY ................................................................................................................................ 83

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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 Prospectus Regulation in respect of the
Notes. This 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 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.

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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 EEA or the United Kingdom (each, a "Relevant State") will be
made pursuant to an exemption under the 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 Relevant 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 Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the 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 Relevant State or, where appropriate, approved
in another Relevant State and notified to the competent authority in that Relevant State and (in either case)
published, all in accordance with the 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
Prospectus Regulation in that Relevant 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 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.
MIFID II product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "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 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.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "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 MiFID Product
Governance Rules.

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IMPORTANT EEA AND UK RETAIL INVESTORS - If the applicable Final Terms in respect of any Notes
includes a legend entitled "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 European Economic Area ("EEA") or 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 (11) of Article 4(1) of
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 the 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.
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 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.
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 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 "MiFID
II product governance" legend set out in the applicable Final Terms;

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(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;
(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

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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 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.
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 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,
al ocation, 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 (in relation to which
the relevant Final Terms specify that "Floating Rate Note Provisions" are applicable) may be calculated by
reference to LIBOR or EURIBOR (each as defined below), as specified in the relevant Final Terms. As of the
date of this Base Prospectus, the administrators of LIBOR (ICE Benchmark Administration Limited) and
EURIBOR (European Money Markets Institute) are included in the European Securities and Markets Authority's
register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks
Regulation").
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)

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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, illustrate, 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 2019 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 2019
Annual Report on Form 10-K. See "Documents Incorporated by Reference".

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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