Bond Citi Global Markets 3.25% ( XS2541598160 ) in CNY

Citi Global Markets

100 % ⇌

United States

XS2541598160 ( in CNY )

3.25% per year ( payment 1 time a year)

25/10/2025

Prospectus brochure of the bond Citigroup Global Markets Holdings XS2541598160 en CNY 3.25%, maturity 25/10/2025

10 000 CNY

25 000 000 CNY

25/10/2025 ( In 167 days )

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 CNY, with the ISIN code XS2541598160, pays a coupon of 3.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/10/2025

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf, London E14 5LB

Rate Structuring & MTNs
Telephone: +44 (0) 20 7986 9050
Facsimile:
+44 (0) 20 7986 1936
CGMHI 3Y CNY Fixed Rate Note

Final Terms and Conditions
19 October 2022
Issuer:
Citigroup Global Markets Holdings Inc.
Guarantor:
Citigroup Inc.
Issuance Programme
Global Medium Term Note Programme
Issuance Documentation
The Notes will be issued under the Offering Circular dated 30 June 2022, and any
supplements thereto.

Ratings:
The Issuer's senior debt is currently rated A2 Stable Outlook / P-2 (Moody's), A
Stable Outlook / A-1 (S&P) and A+ Stable Outlook / F1 (Fitch). The Rating and
Outlook are subject to change during the term of the notes. The payment and delivery
of all amounts due in respect of Notes issued by CGMHI will be unconditionally and
irrevocably guaranteed by Citigroup Inc. whose senior debt is currently rated A3
Stable Outlook / P-2 (Moody's), BBB+ Stable Outlook / A-2 (S&P) and A Stable
Outlook / F1 (Fitch). The Rating and Outlook are subject to change during the term
of the notes.
Status:
Senior, unsubordinated
Issue Size:
CNY 25,000,000
Currency
CNY (CNY settled and delivered outside of PRC)
Trade Date:
18 October 2022
Issue Date:
25 October 2022
Maturity Date:
25 October 2025
Issue Price:
100%
Interest:
3.25%
Day Count Fraction:
30/360 unadjusted
Interest Payment Dates
Quarterly, on 25 January, April, July, October of each calendar year, commencing
from and including 25 January 2023, to and including the Maturity Date, subject to
adjustment in accordance with the Business Day Convention
Redemption:
100.00%
Listing:
Luxembourg Stock Exchange's Euro MTF Market
Denominations:
CNY 10,000
Business Days:
Beijing, New York, Hong Kong and London
Governing Law:
English Law
Business Day Convention:
Modified Following Business Day Convention
Form:
Global Registered Note. Regulation S Global Registered Note Certificate (TEFRA
does not apply). The securities described herein have not been and will not be
registered under the Securities Act.

PLEASE SEE THE DISCLAIMER ACCOMPANYING THIS DOCUMENT
THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

The Notes 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 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" in the Base
Prospectus."

ISIN
XS2541598160
Calculation Agent
Citibank NA London. All calculations and determinations shall be made by the
Calculation Agent acting in good faith and sole and absolute discretion.
Documentation
The terms and conditions of the Notes will be contained in the Base Prospectus.
Capitalised terms used in this term sheet, and not defined here, are as defined in the
Base Prospectus.
This term sheet contains terms that are indicative only and are subject to amendment
and completion.
The final terms of these Notes will be set out in the Final Terms document, which,
together with the Base Prospectus relating to the Issuer's Global Medium Term Note
and Certificate Programme dated 30 June 2022 and any supplements thereto, will
comprise the prospectus relating to the Notes. The list of supplements to the Base
Prospectus will be set out in the Final Terms. A copy of the Base Prospectus and the
supplements thereto are available on request.
Dealer:
Citigroup Global Markets Limited ("CGML")
Terms of Distribution:
Where you are not an affiliate of Citigroup Global Markets Limited and you engage
in distribution activities in connection with these Notes, except where you have

entered into a distribution agreement (in which case, the terms of such distribution
agreement shall apply), you will carry out such distribution activities in compliance
with Citi's "Distribution Terms In Relation To Structured Products"
(www.citifirst.com/distributionterms). These terms set out the basis on which we are
trading with you and include, amongst other things, representations, warranties and
indemnities.
Legal and Regulatory:
This is not a public offer of Notes. Other than with respect to any listing of the Notes
on a regulated Stock Exchange (as may or may not be the case), no documentation
relating to or detailing the terms of the Notes has been filed, registered with or
approved by any authority in any jurisdiction and no action has been taken in any
country or jurisdiction that would permit a public offering of the Notes. Noteholders
and prospective purchasers will be deemed to represent that they have complied with
and will comply with all applicable laws and regulations in each country or
jurisdiction in or from which they purchase, offer, sell or deliver Notes.
In certain circumstances investors and/or the distributor may need to execute either a
Selling Activity Letter or an Investor Letter in connection with these Notes to
confirm whether the Notes are being distributed or not and the basis of such
distribution.

PLEASE SEE THE DISCLAIMER ACCOMPANYING THIS DOCUMENT
THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

Suitability:
Investors should determine whether an investment in the Notes is appropriate to their
particular circumstances and should consult with their own independent financial,
legal, regulatory capital, accounting, business and tax advisers to determine the
consequences of an investment in the Notes and to arrive at their own evaluation of
the investment.
Selling Restriction:
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 and the CGMHI Deed of Guarantee
are 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.
The Notes, if listed on the Taipei Exchange for sale to professional or general
investors in Taiwan and to the extent permitted by the relevant Taiwan laws and
regulations, may be sold in Taiwan to all professional or general investors, as
applicable, or, if not listed in Taiwan, may be made available, (i) to Taiwan resident
investors outside Taiwan for purchase by such investors outside Taiwan; (ii) to the
Offshore Banking Units (as defined in the R.O.C. Statute for Offshore Banking
Operations of Taiwan banks), the Offshore Securities Units (as defined in the R.O.C.
Statute for Offshore Banking Operations of Taiwan securities firms) or the Offshore
Insurance Units (as defined in the R.O.C. Statute for Offshore Banking Operations of
Taiwan insurance companies) purchasing the Notes either for their proprietary
account or for the accounts of their non-Taiwan clients; and/or (iii) to investors in
Taiwan through licensed financial institutions to the extent permitted under relevant
Taiwan laws and regulations, but may not otherwise be offered, sold or resold in
Taiwan.
CNY Currency Event:
Applicable
Credit Risk:
Investors in these Notes are exposed to the credit risk of the Issuer and Guarantor as
applicable.
Market Risk:
Various factors may influence the market value of the Notes including the
performance of the underlying. Prospective investors should understand that although
the Notes do not create an actual interest in the underlying, the return on the Notes
may attract the same risks as an actual investment in the underlying.
Interest Risk:
These Notes include features whereby the interest payable to a holder of the Notes is
at risk. Investors should determine whether an investment in Notes with such
features is appropriate to their particular circumstances.
Early Redemption Risk:
The Notes are subject to early redemption in certain circumstances, such as illegality
and for tax reasons. In addition, there may be an early redemption of the Notes in
other circumstances, as determined by the Calculation Agent or as otherwise
specified, in accordance with the terms of the Notes (please see the Prospectus for
further details). In such circumstances, the Notes may be redeemed prior to the
Maturity Date for substantially less than their original purchase price and may not
pay any accrued interest.
Secondary Market:
Citigroup Global Markets Limited (CGML), as part of its activities as a broker and
dealer in fixed income and equity securities and related products, intends to make a
secondary market in relation to these securities and to provide an indicative bid price
on a daily basis. Any indicative prices provided by CGML shall be determined in

PLEASE SEE THE DISCLAIMER ACCOMPANYING THIS DOCUMENT
THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

CGML's sole discretion taking into account prevailing market conditions and shall
not be a representation by CGML that any instrument can be purchased or sold at
such prices (or at all).
Notwithstanding the above, CGML may suspend or terminate its making a market
and providing indicative prices without notice, at any time and for any reason.
Consequently, there may be no market for these securities and investors should not
assume that such a market will exist. Accordingly an investor must be prepared to
hold these securities until the maturity date.
Where a market does exist, to the extent that an investor wants to sell these securities,
the price may, or may not, be at a discount from the outstanding principal amount.
See further "The secondary market" within the "Risk Factors" in the Base
Prospectus.
Tax Risk:
We recommend investors take independent tax advice before committing to the
purchase of the Notes. Citigroup does not provide tax advice and therefore
responsibility for any tax implications of investing in these Notes rests entirely with
each investor. Investors should note that the tax treatment will differ from jurisdiction
to jurisdiction. Investors will assume and be solely responsible for any and all taxes
of any jurisdiction or governmental or regulatory authority, including (without
limitation) any state or local taxes or other similar assessment or charge that may be
applicable to any payment in respect of the Notes.
The Issuer may terminate the Notes early if the Calculation Agent determines in its
sole discretion that there is substantial likelihood that payments linked to the
underlyings made to a non-US person will be subject to US withholding tax under
Section 871(m) of the US Internal Revenue Code of 1986.
Leverage Risk:
Borrowing to fund the purchase of the Notes (leveraging) can have a significant
negative impact on the value of and return on the investment. Any hypothetical
examples provided herein of potential performance of the Notes do not take into
account the effect of any leveraging. Investors considering leveraging the Notes
should obtain further detailed information as to the applicable risks from the leverage
provider. If the investor obtains leverage for the investment, the investor should make
sure it has sufficient liquid assets to meet the margin requirements in the event of
market movements adverse to the investor's position. In such case, if the investor
does not make the margin payments then the investor's investment in the Notes may
be liquidated with little or no notice.
Compounding of Risks:
An investment in the Notes involves risks and should only be made after assessing
the direction, timing and magnitude of potential future market changes (e.g. in the
value of the reference underlyings, interest rates etc.), as well as the terms and
conditions of the Notes. More than one risk factor may have simultaneous effects
with regard to the Notes such that the effect of a particular risk factor may not be
predictable. In addition, more than one risk factor may have a compounding effect,
which may not be predictable. No assurance can be given as to the effect that any
combination of risk factors may have on the value of the Notes.
Fees and other
Investors should be aware that Citigroup and its affiliates, and other third parties that
compensation:
may be involved in this transaction may make or receive a fee, commission or other
compensation in connection with the purchase and sale of the Notes, hedging
activities related to the Notes and other roles involved in the transaction. Investors
must note that the market value of the Notes will be net of such fee and other
compensation as discussed above. Early termination of the Notes by the holder
thereof may also involve payment by such holder of the Notes of the relevant fees
and other compensation.
Liquidity and Early Sale
Citigroup Global Markets Limited does not guarantee that a secondary market will
Risk
exist. See also the information under Secondary Market, above.

PLEASE SEE THE DISCLAIMER ACCOMPANYING THIS DOCUMENT
THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

Investors seeking to liquidate/sell positions in these Notes prior to the stated Maturity
Date may receive substantially less than their original purchase price.
For the avoidance of doubt, Citigroup Global Markets Limited does not owe any
fiduciary duty to any holder of the Notes in making a market in the Notes.
Exchange Rate Risk:
Exchange rate fluctuations may affect any payments under the terms of the Notes.
Past levels of exchange rates do not indicate future levels.
Conflicts of Interest:
Citigroup and its affiliates (each a "Citi Entity") may perform various roles in
relation to the Notes, and each such Citi Entity may have a conflict of interest which
arises as a consequence of the role it performs in relation to the Notes or as a
consequence of its activities more generally. A Citi Entity may owe professional and
fiduciary obligations to persons other than the holders of the Notes. The interests of
these other persons may differ from the interests of the holders of the Notes and, in
such situations, the Citi Entity may take decisions which adversely affect such
holders.
Notional Nature of the
Investors should note that the exposure to the underlying is notional and that an
Underlying:
investment in the Notes is not an investment in the underlying. Although the
performance of the underlying will have an effect on the Notes, the underlying and
the Notes are separate obligations of different legal entities. Investors will have no
direct interest in the underlying.
Path Dependency:
The return on the Notes will depend in large part on the evolution of the price
performance of the underlying over the life of the Notes. However, the performance
of the Notes may be less than or more than the price performance of the underlying.
No reliance:
Each holder of the Notes may not rely on the Issuer, the Dealers, any Citi entity and
any of their respective affiliates in connection with its determination as to the legality
of its acquisition of the Notes.

PLEASE SEE THE DISCLAIMER ACCOMPANYING THIS DOCUMENT
THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf, London E14 5LB

MTNs & Packaging
Telephone: +44 (0) 20 7986 1842
Facsimile:
+44 (0) 20 7986 1936
[email protected]
DISCLAIMER

19 October 2022

This communication has been prepared by individual sales and/or trading personnel of Citigroup Global Markets Limited (CGML) or its
subsidiaries or affiliates (collectively Citi). In the United Kingdom, CGML is authorised by the Prudential Regulation Authority and
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All material contained herein, including any proposed terms and conditions, is indicative and for discussion purposes only, is subject
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in any product, offer financing or enter into any transaction described herein.

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6
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THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf, London E14 5LB

MTNs & Packaging
Telephone: +44 (0) 20 7986 1842
Facsimile:
+44 (0) 20 7986 1936
[email protected]

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THE TERMS OF THIS TRANSACTION ARE PRIVATE & CONFIDENTIAL UNLESS OTHERWISE AGREED BY ALL PARTIES

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf, London E14 5LB

MTNs & Packaging
Telephone: +44 (0) 20 7986 1842
Facsimile:
+44 (0) 20 7986 1936
[email protected]
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© 2022 Citigroup Global Markets Limited. Citi, Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates
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