Obbligazione Citi Global Markets 2.1% ( US17328VEZ94 ) in USD

Emittente Citi Global Markets
Prezzo di mercato 99.647 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US17328VEZ94 ( in USD )
Tasso d'interesse 2.1% per anno ( pagato 2 volte l'anno)
Scadenza 21/03/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Citigroup Global Markets Holdings US17328VEZ94 in USD 2.1%, scaduta


Importo minimo /
Importo totale /
Cusip 17328VEZ9
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Descrizione dettagliata Citigroup Global Markets Holdings è una sussidiaria di Citigroup Inc. che opera nel settore dei mercati finanziari globali, offrendo servizi di trading, intermediazione e gestione degli investimenti a clienti istituzionali e investitori privati.

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17328VEZ94, pays a coupon of 2.1% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 21/03/2025

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17328VEZ94, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17328VEZ94, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 dp126387_424b2-344.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
April 17, 2020
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2020-USNCH4063
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495
and 333-224495-03
Callable Step-Up Coupon Notes Due March 21, 2025
·
The notes mature on the maturity date specified below. We have the right to cal the notes for mandatory redemption
prior to maturity on a periodic basis on the redemption dates specified below. Unless previously redeemed, the notes
pay interest periodical y at a per annum rate that wil increase at a pre-set interval during the term of the notes.
Because of our redemption right, there is no assurance that you wil receive interest payments at the higher interest
rate stated below.
·
The notes are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by
Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc.
and Citigroup Inc.
·
It is important for you to consider the information contained in this pricing supplement together with the information
contained in the accompanying prospectus supplement and prospectus. The description of the notes below
supplements, and to the extent inconsistent with replaces, the description of the general terms of the notes set forth in
the accompanying prospectus supplement and prospectus.
KEY TERMS
Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the notes are ful y and unconditional y guaranteed by Citigroup Inc.

Stated principal amount:
$1,000 per note
Pricing date:
April 17, 2020
Original issue date:
April 21, 2020
Maturity date:
March 21, 2025. If the maturity date is not a business day, then the payment required to
be made on the maturity date wil be made on the next succeeding business day with
the same force and effect as if it had been made on the maturity date. No additional
interest wil accrue as a result of delayed payment.
Payment at maturity:
$1,000 per note plus any accrued and unpaid interest
Interest rate per annum:
From and including the original issue date to but excluding April 21, 2023, unless
previously redeemed: 2.10%
From and including April 21, 2023 to but excluding the maturity date, unless previously
redeemed: 3.00%
Interest period:
The period from and including the original issue date to but excluding the immediately
fol owing interest payment date, and each successive period from and including an
interest payment date to but excluding the next interest payment date
Interest payment dates:
Semi-annual y on the 21st day of each April and October of each year, commencing
October 21, 2020, provided that if any such day is not a business day, the applicable
interest payment wil be made on the next succeeding business day. No additional
interest wil accrue on that succeeding business day. Interest wil be payable to the
persons in whose names the notes are registered at the close of business on the
business day preceding each interest payment date, which we refer to as a regular
record date, except that the interest payment due at maturity or upon earlier redemption
wil be paid to the persons who hold the notes on the maturity date or earlier date of
redemption, as applicable.
Day count convention:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing
supplement.
Redemption:
Beginning on April 21, 2021, we have the right to cal the notes for mandatory
redemption, in whole and not in part, on any redemption date and pay to you 100% of
the principal amount of the notes plus accrued and unpaid interest to but excluding the
date of such redemption. If we decide to redeem the notes, we wil give you notice at
least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices wil be given
by delivery to DTC. If the notes are no longer represented by global securities and are
not held on behalf of DTC, redemption notices and other notices wil be published in a
leading daily newspaper in New York City, which is expected to be The Wal Street
Journal.
Redemption dates:
The 21st day of each January, April, July and October beginning in April 2021, provided
that if any such day is not a business day, the applicable redemption date wil be the
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next succeeding business day. No additional interest wil accrue as a result of such
delay in payment.
Business day:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions are authorized or obligated by law or executive order to close
Business day convention:
Fol owing
CUSIP / ISIN:
17328VEZ9 / US17328VEZ94
Listing:
The notes wil not be listed on any securities exchange.
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See
"General Information--Supplemental information regarding plan of distribution; conflicts
of interest" in this pricing supplement.
Underwriting fee and issue
Issue price(1)
Underwriting fee(2)
Proceeds to issuer
price:
Per note:
$1,000.00
$5.00
$995.00
Total:
$2,000,000.00
$8,637.50
$1,991,362.50
(1) The issue price for eligible institutional investors and investors purchasing the notes in fee-based advisory accounts will vary based
on then-current market conditions and the negotiated price determined at the time of each sale; provided, however, that the issue price
for such investors will not be less than $995.00 per note and will not be more than $1,000 per note. The issue price for such investors
reflects a forgone selling concession or underwriting fee with respect to such sales as described in footnote (2) below. See "General
Information--Fees and selling concessions" in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $5.00 per note, and from such underwriting fee will allow selected dealers a selling
concession of up to $5.00 per note depending on market conditions that are relevant to the value of the notes at the time an order to
purchase the notes is submitted to CGMI. Dealers who purchase the notes for sales to eligible institutional investors and/or to investors
purchasing the notes in fee-based advisory accounts may forgo some or all selling concessions, and CGMI may forgo some or all of the
underwriting fee for sales it makes to investors purchasing the notes in fee-based advisory accounts. The per note underwriting fee in
the table above represents the maximum underwriting fee payable per note. The total underwriting fee and proceeds to issuer in the
table above give effect to the actual total proceeds to issuer. You should refer to "Risk Factors" and "General Information--Fees and
selling concessions" in this pricing supplement for more information. In addition to the underwriting fee, CGMI and its affiliates may profit
from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
Investing in the notes involves risks not associated with an investment in conventional fixed
rate debt securities. See "Risk Factors" beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement and the accompanying prospectus
supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying prospectus supplement and
prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated May 14, 2018
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.
Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk
factors below together with the risk factors included in the accompanying prospectus supplement and in the
documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the
business of Citigroup Inc. more general y. We also urge you to consult your investment, legal, tax, accounting and
other advisers in connection with your investment in the notes.

§
The notes may be redeemed at our option, which limits your ability to accrue interest over the full term of
the notes. We may redeem the notes, in whole but not in part, on any redemption date, upon not less than five
business days' notice. In the event that we redeem the notes, you wil receive the principal amount of the notes
and any accrued and unpaid interest to but excluding the applicable redemption date. In this case, you wil not
have the opportunity to continue to accrue and be paid interest to the maturity date of the notes.

§
Market interest rates at a particular time will affect our decision to redeem the notes. It is more likely that
we wil cal the notes for redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of ours (guaranteed by Citigroup Inc.) with a
maturity comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to their
maturity, you may not be able to invest in other securities with a similar level of risk that yield as much interest as
the notes.

§
The step-up feature presents different investment considerations than conventional fixed-rate notes.
Unless general market interest rates rise significantly, you should not expect to earn the higher stated interest rate
because the notes are more likely to be redeemed prior to maturity if general market interest rates remain the
same or fal during the term of the notes. When determining whether to invest in the notes, you should consider,
among other things, the overal annual percentage rate of interest to maturity or the various potential redemption
dates as compared to other equivalent investment alternatives rather than the higher stated interest rate or any
potential interest payments you may receive during the term of the notes. If general market interest rates increase
beyond the rates provided by the notes during the term of the notes, we are less likely to redeem the notes, and if
we do not redeem the notes investors wil be holding notes that bear interest at below-market rates.

§
The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and
any actual or perceived changes to the creditworthiness of either entity may adversely affect the value of
the notes. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If
Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its
guarantee obligations, your investment would be at risk and you could lose some or al of your investment. As a
result, the value of the notes wil be affected by changes in the market's view of the creditworthiness of Citigroup
Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline in the credit ratings of either
entity, or any increase or anticipated increase in the credit spreads of either entity, is likely to adversely affect the
value of the notes.

§
The notes will not be listed on any securities exchange and you may not be able to sell them prior to
maturity. The notes wil not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide
an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI wil
be determined in CGMI's sole discretion, taking into account prevailing market conditions and other relevant
factors, and wil not be a representation by CGMI that the notes can be sold at that price or at al . CGMI may
suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any
reason. If CGMI suspends or terminates making a market, there may be no secondary market at al for the notes
because it is likely that CGMI wil be the only broker-dealer that is wil ing to buy your notes prior to maturity.
Accordingly, an investor must be prepared to hold the notes until maturity.

§
Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will
be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a
temporary upward adjustment. The amount of this temporary upward adjustment wil steadily decline to zero
over the temporary adjustment period. See "General Information--Temporary adjustment period" in this pricing
supplement.

§
Secondary market sales of the notes may result in a loss of principal. You wil be entitled to receive at least
the ful stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc.
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and Citigroup Inc., only if you hold the notes to maturity or redemption. If you are able to sel your notes in the
secondary market prior to maturity or redemption, you are likely to receive less than the stated principal amount of
the notes.

§
The inclusion of underwriting fees and projected profit from hedging in the issue price is likely to
adversely affect secondary market prices. Assuming no changes in market conditions or other relevant factors,
the price, if any, at which CGMI may be wil ing to purchase the notes in secondary market transactions wil likely
be lower than the issue price since the issue price of the notes includes, and secondary market prices are likely to
exclude, any underwriting fees paid with respect to the notes, as wel as the cost of hedging our obligations under
the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for
assuming the risks inherent in managing the hedging transactions. The secondary market prices for the notes are
also likely to be reduced by the costs of unwinding the related hedging transactions. Our affiliates may realize a
profit from the hedging activity even if the value of the notes declines. In addition, any secondary market prices for
the notes may differ from values determined by pricing models used by CGMI, as a result of dealer discounts,
mark-ups or other transaction costs.

PS-2
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Citigroup Global Markets Holdings Inc.
§
The price at which you may be able to sell your notes prior to maturity will depend on a number of factors
and may be substantially less than the amount you originally invest. A number of factors wil influence the
value of the notes in any secondary market that may develop and the price at which CGMI may be wil ing to
purchase the notes in any such secondary market, including: interest rates in the market and the volatility of such
rates, the time remaining to maturity of the notes, hedging activities by our affiliates, any fees and projected
hedging fees and profits, expectations about whether we are likely to redeem the notes and any actual or
anticipated changes in the credit ratings, financial condition and results of either Citigroup Global Markets
Holdings Inc. or Citigroup Inc. The value of the notes wil vary and is likely to be less than the issue price at any
time prior to maturity or redemption, and sale of the notes prior to maturity or redemption may result in a loss.

General Information
Temporary adjustment
For a period of approximately three months fol owing issuance of the notes, the price, if
period:
any, at which CGMI would be wil ing to buy the notes from investors, and the value that wil
be indicated for the notes on any brokerage account statements prepared by CGMI or its
affiliates (which value CGMI may also publish through one or more financial information
vendors), wil reflect a temporary upward adjustment from the price or value that would
otherwise be determined. This temporary upward adjustment represents a portion of the
hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment wil decline to zero on a straight-line
basis over the three-month temporary adjustment period. However, CGMI is not obligated
to buy the notes from investors at any time. See "Risk Factors--The notes wil not be
listed on any securities exchange and you may not be able to sel them prior to maturity."
U.S. federal income tax
The notes wil be treated for U.S. federal income tax purposes as fixed rate debt
considerations:
instruments that are issued without original issue discount. See "United States Federal Tax
Considerations--Tax Consequences to U.S. Holders--Original Issue Discount" in the
accompanying prospectus supplement for further information regarding the treatment
under the original issue discount rules of debt instruments that are subject to early
redemption.

Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations" in the accompanying
prospectus supplement for more information. The discussion of the "FATCA" withholding
tax regime in "United States Federal Tax Considerations--FATCA" is hereby modified to
reflect regulations proposed by the U.S. Treasury Department indicating an intent to
eliminate the requirement under FATCA of withholding on gross proceeds of the
disposition of affected financial instruments. The U.S. Treasury Department has indicated
that taxpayers may rely on these proposed regulations pending their finalization.
Trustee:
The Bank of New York Mel on (as trustee under an indenture dated March 8, 2016) wil
serve as trustee for the notes.
Use of proceeds and
The net proceeds received from the sale of the notes wil be used for general corporate
hedging:
purposes and, in part, in connection with hedging our obligations under the notes through
one or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involved trading in
one or more instruments, such as options, swaps and/or futures, and/or taking positions in
any other available securities or instruments that we may wish to use in connection with
such hedging and may include adjustments to such positions during the term of the notes.
It is possible that our affiliates may profit from this hedging activity, even if the value of the
notes declines. Profit or loss from this hedging activity could affect the price at which
Citigroup Global Markets Holdings Inc.'s affiliate, CGMI, may be wil ing to purchase your
notes in the secondary market. For further information on our use of proceeds and
hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus.
ERISA and IRA purchase
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
considerations:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fees and selling
The issue price is $1,000 per note; provided that the issue price for an eligible institutional
concessions:
investor or an investor purchasing the notes in a fee-based advisory account wil vary
based on then-current market conditions and the negotiated price determined at the time
of each sale. The issue price for such investors wil not be less than $995.00 per note and
wil not be more than $1,000 per note. The issue price for such investors reflects a forgone
sel ing concession with respect to such sales as described in the next paragraph.

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CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the underwriter of the sale
of the



PS-3
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Citigroup Global Markets Holdings Inc.

notes and is acting as principal. CGMI may resel the notes to other securities dealers at
the issue price of $1,000 per note less a sel ing concession not in excess of the
underwriting fee. CGMI wil receive an underwriting fee of up to $5.00 per note, and from
such underwriting fee wil al ow selected dealers a sel ing concession of up to $5.00 per
note depending on market conditions that are relevant to the value of the notes at the time
an order to purchase the notes is submitted to CGMI. Dealers who purchase the notes for
sales to eligible institutional investors and/or to investors purchasing the notes in fee-
based advisory accounts may forgo some or al sel ing concessions, and CGMI may forgo
some or al of the underwriting fee for sales to it makes to investors purchasing the notes
in fee-based advisory accounts.
Supplemental information
The terms and conditions set forth in the Amended and Restated Global Sel ing Agency
regarding plan of
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup
distribution; conflicts of
Inc. and the agents named therein, including CGMI, govern the sale and purchase of the
interest:
notes.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc.
has entered into one or more swaps or other derivatives transactions with one or more of
its affiliates. You should refer to the section "General Information--Use of proceeds and
hedging" in this pricing supplement and the section "Use of Proceeds and Hedging" in the
accompanying prospectus.

See "Plan of Distribution; Conflicts of Interest" in the accompanying prospectus
supplement for more information.

Paying agent:
Citibank, N.A. wil serve as paying agent and registrar and wil also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Contact:
Clients may contact their local brokerage representative. Third party distributors may
contact Citi Structured Investment Sales at (212) 723-7005.
We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via
the hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date prior to the maturity date, the amount of each interest payment wil equal (i) the stated
principal amount of the notes multiplied by the interest rate in effect during the applicable interest period, multiplied by
(i ) (180/360). On the maturity date, the interest payment wil equal (i) the stated principal amount of the notes multiplied
by the interest rate in effect during the final interest period, multiplied by (i ) (150/360). If we cal the notes for mandatory
redemption on a redemption date that is not also an interest payment date, the amount of interest included in the
payment you receive upon redemption wil equal (i) the stated principal amount of the notes multiplied by the interest
rate in effect during the applicable interest period, multiplied by (i ) (90/360).

Hypothetical Examples

The fol owing examples il ustrate how the payments on the notes wil be calculated with respect to various hypothetical
interest payment dates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem
the notes on a redemption date or, if we do not redeem the notes prior to the maturity date, whether the interest payment
date is the maturity date. The hypothetical payments in the fol owing examples are for il ustrative purposes only, do not
il ustrate al possible payments on the notes and may not correspond to the actual payment for any interest payment date
applicable to a holder of the notes. The numbers appearing in the fol owing examples have been rounded for ease of
analysis.

Example 1: The interest payment date is on or prior to April 21, 2021 and either the interest payment date is not a
redemption date or it is a redemption date but we choose not to exercise our right to redeem the notes on that
date.

In this example, we would pay you an interest payment on the interest payment date per note calculated as fol ows:

($1,000 × 2.10%) × (180/360) = $10.50

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Because the notes are not redeemed on the interest payment date, the notes would remain outstanding and would
continue to accrue interest.

Example 2: We elect to exercise our right to redeem the notes on the second redemption date, which is not an
interest payment date.

In this example, we would pay you on the second redemption date the stated principal amount of the notes plus an interest
payment per note calculated as fol ows:

($1,000 × 2.10%) × (90/360) = $5.25

PS-4
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Citigroup Global Markets Holdings Inc.
Therefore, you would receive a total of $1,005.25 per note (the stated principal amount plus $5.25 of interest) on the
second redemption date. Because the notes are redeemed on the second redemption date, you would not receive any
further payments from us.

Example 3: The notes are not redeemed prior to the maturity date and the interest payment date is the maturity
date.

In this example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest
payment per note calculated as fol ows:

($1,000 × 3.00%) × (150/360) = $12.50

Therefore, you would receive a total of $1,012.50 per note (the stated principal amount plus $12.50 of interest) on the
maturity date, and you wil not receive any further payments from us.

Because we have the right to redeem the notes prior to the maturity date, there is no assurance that the notes
will remain outstanding until the maturity date. You should expect the notes to remain outstanding after the
first redemption date only if the interest rate payable on the notes is unfavorable to you as compared to other
market rates on comparable investments at that time.

Certain Sel ing Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been
reviewed by any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of
China ("Hong Kong"). Investors are advised to exercise caution in relation to the offer. If investors are in any doubt
about any of the contents of this pricing supplement and the accompanying prospectus supplement and prospectus,
they should obtain independent professional advice.

The notes have not been offered or sold and wil not be offered or sold in Hong Kong by means of any document,
other than

(i)
to persons whose ordinary business is to buy or sel shares or debentures (whether as principal or
agent); or

(i )
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong
(the "Securities and Futures Ordinance") and any rules made under that Ordinance; or

(i i)
in other circumstances which do not result in the document being a "prospectus" as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made
under that Ordinance.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits
and are not covered by the Hong Kong Deposit Protection Scheme.

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore, and the notes wil be offered pursuant to exemptions under the
Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may
not be offered or sold or made the subject of an invitation for subscription or purchase nor may this pricing
supplement or any other document or material in connection with the offer or sale or invitation for subscription or
purchase of any notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than
(a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under
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Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and
Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and
Futures Act. Where the notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a
relevant person which is:

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and
Futures Act)) the sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or

(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1)
of the Securities and Futures Act) of that corporation or the beneficiaries' rights and interests
(howsoever described) in that trust shal not be transferable for 6 months after that corporation or that
trust has acquired the relevant securities pursuant to an offer under Section 275 of the Securities and
Futures Act except:

PS-5
https://www.sec.gov/Archives/edgar/data/200245/000095010320007745/dp126387_424b2-344.htm
10/13