Obligation CitiCorp 4.82% ( XS0254195703 ) en NOK

CitiCorp

100 % ⇌

Etas-Unis

XS0254195703 ( en NOK )

4.82% par an ( paiement annuel )

19/05/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup XS0254195703 en NOK 4.82%, échue

1 000 000 NOK

120 000 000 NOK

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'obligation portant le code ISIN XS0254195703, émise par Citigroup, une institution financière américaine de premier plan, a atteint sa date de maturité et a été intégralement remboursée à ses détenteurs. Citigroup, dont le siège social est situé aux États-Unis, est une multinationale de services financiers de portée mondiale, reconnue comme l'une des plus grandes banques internationales, offrant une vaste gamme de produits et services financiers, allant de la banque de détail au crédit, en passant par la banque d'entreprise et d'investissement, le courtage de valeurs mobilières, les services de transaction et la gestion de patrimoine, et opère dans plus de 160 pays et juridictions. Ce titre de créance, libellé en Couronnes norvégiennes (NOK), représentait une taille totale d'émission de 120 000 000 NOK et offrait un taux d'intérêt annuel fixe de 4,82%, avec une fréquence de paiement annuelle. La taille minimale d'achat pour cette obligation était fixée à 1 000 000 NOK. La date de maturité de cette émission était le 19 mai 2021, et conformément à ses termes, elle a été remboursée à 100% de son prix nominal sur le marché, confirmant ainsi le succès de son remboursement et sa sortie de la circulation financière.

Base Prospectus dated 25 June 2012
CITIGROUP INC.
(incorporated in Delaware)
and
CITIGROUP FUNDING INC.
(incorporated in Delaware)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by Shares (société en commandite par actions) under
Luxembourg law and registered with the Register of Trade and Companies of Luxembourg under
number B169 199)
each an issuer under the
Citi U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme
Notes and Certificates issued by Citigroup Funding Inc. only will be unconditionally and irrevocably
guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Under the Global Medium Term Note and Certificate Programme (the Programme) described in this Base
Prospectus, (i) each of Citigroup Inc. (Citigroup Inc.) and Citigroup Funding Inc. (CFI) may from time to
time issue notes (the Notes) and certificates (the Certificates and, together with the Notes, the Securities)
and (ii) Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL and, together with Citigroup Inc.
and CFI, the Issuers and each an Issuer) may from time to time issue Notes (but not Certificates), in each
case subject to compliance with all relevant laws, regulations and directives. References herein to the
relevant Issuer shall be construed as whichever of Citigroup Inc., CFI or CGMFL is the issuer or proposed
issuer of the relevant Notes, in the case of CGMFL, Citigroup Inc., or CFI, or Securities in the case of CFI
and Citigroup Inc. The aggregate principal amount of Notes outstanding will not at any time exceed
U.S.$30,000,000,000 (or the equivalent in other currencies), subject to any increase described herein.
The payment and delivery of all amounts due in respect of Securities issued by CFI will be unconditionally
and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CFI Guarantor) pursuant to a deed of
guarantee dated 25 June 2012 (such deed of guarantee as amended and/or supplemented and/or replaced
from time to time, the Deed of Guarantee) executed by the CFI Guarantor. Notes issued by CGMFL will
not be guaranteed by the CFI Guarantor or any other entity. Certificates may not be issued by CGMFL.
Each of the Issuers and the CFI Guarantor has a right of substitution as set out in the Terms and Conditions
of the Securities set out herein.
0012230-0004913 ICM:14930544.9

Securities may be issued on a continuing basis to Citigroup Global Markets Limited and/or Citigroup Global
Markets Inc. and/or any additional dealer appointed under the Programme from time to time by the Issuers
(each a Dealer and together the Dealers) which appointment may be for a specific issue or on an ongoing
basis. In relation to each issue of Securities, the Dealer(s) will be specified in the applicable Final Terms.
However, each Issuer reserves the right to sell Securities (or Notes only in the case of CGMFL) directly on
its own behalf to other entities and to offer Securities (or Notes only in the case of CGMFL) in specified
jurisdictions directly to the public through distributors, in accordance with all applicable rules and
regulations. Securities (or Notes only in the case of CGMFL) may be resold at prevailing market prices, or
at prices related thereto, at the time of such resale, as determined by the relevant Issuer or the relevant
Dealer. Securities (or Notes only in the case of CGMFL) may also be sold by the relevant Issuer through the
Dealer(s), acting as agent of the relevant Issuer.
Securities may be issued whose return (whether, in the case of Notes, in respect of any interest payable on
such Notes and/or their redemption amount or, in the case of Certificates, in respect of any amount payable
thereunder) is linked to one or more share indices (Share Index Linked Notes and Index Linked
Certificates) or one or more inflation indices (Inflation Index Linked Notes and Inflation Linked
Certificates) or one or more commodities (Commodity Linked Notes and Commodity Linked
Certificates) or one or more shares (Share Linked Notes and Share Linked Certificates) or Notes may be
issued whose return (whether in respect of any interest payable on such Notes and/or their redemption
amount) is linked to one or more commodity indices (Commodity Index Linked Notes) or one or more
depositary receipts (Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares
(ETF Linked Notes) or one or more mutual funds (Mutual Fund Linked Notes) or one or more currency
exchange rates (FX Rate Linked Notes) one or more warrants (Warrant Linked Notes), one or more
proprietary indices (Proprietary Index Linked Notes) or one or more Dividend Futures Contracts
(Dividend Futures Contract Linked Notes), together, Underlying Linked Securities, as more fully
described herein. Securities may provide that settlement will be by way of cash settlement (Cash Settled
Notes and Cash Settled Certificates) or physical delivery (Physical Delivery Notes, Physical Delivery
Certificates and Physical Delivery Securities) as provided in the applicable Final Terms.
The relevant Issuer and the CFI Guarantor (where the relevant Issuer is CFI) may agree with any Dealer that
Securities (or Notes only in the case of CGMFL) may be issued in a form not contemplated by the relevant
Terms and Conditions set out herein, in which event, if the relevant Issuer is CFI or Citigroup Inc., a
supplement to the Citigroup Inc. Base Prospectus (as defined below) or, if the relevant Issuer is CGMFL, a
supplement to the CGMFL Base Prospectus (as defined below), if appropriate, which describes the effect of
the agreement reached in relation to such Securities (or Notes only in the case of CGMFL), will be made
available.
Each of the Citigroup Inc. Base Prospectus and the CGMFL Base Prospectus has been approved by the
Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg
competent authority (the Competent Authority) for the purpose of the Prospectus Directive (as defined
below) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with
the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving
information with regard to (i) in the case of CFI and Citigroup Inc. and the Citigroup Inc. Base Prospectus,
the issue of Securities issued by CFI or Citigroup Inc. under the Programme and (ii) in the case of CGMFL
and the CGMFL Base Prospectus, the issue of Notes issued by CGMFL under the Programme, in each case
during the period of twelve months after the date hereof. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Base Prospectus (including the
Citigroup Inc. Base Prospectus and the CGMFL Base Prospectus) or the quality or solvency of any Issuer in
accordance with Article 7(7) of the Prospectus Act 2005. Applications have been made for such Securities
to be admitted during the period of twelve months after the date hereof to listing on the official list and to
trading on the regulated market of the Luxembourg Stock Exchange. Application may be made for (1)
Certificates issued by CFI or Citigroup Inc. under the Programme to be listed on the Italian Stock Exchange
and admitted to trading on the electronic "Securitised Derivatives Market" organised and managed by Borsa
Italiana S.p.A. (the SeDeX) and (2) Notes issued under the Programme to be listed on the Italian Stock
0012230-0004913 ICM:14930544.9
- ii -

Exchange and admitted to trading on the electronic "Bond Market" organised and managed by Borsa Italiana
S.p.A. (the MoT) or any other relevant market organised and managed by Borsa Italiana S.p.A., but there
can be no assurance that any such listing will occur on or prior to the date of issue of any Certificates or
Notes, as the case may be, or at all. Each Issuer may make applications for a certificate of approval to be
issued by the CSSF to the competent authority in one or more Member States.
References in this Base Prospectus to Securities being listed (and all related references) shall mean that such
Securities are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and
are intended to be listed on the Official List of the Luxembourg Stock Exchange and/or listed on the Italian
Stock Exchange and admitted to trading on SeDeX or on the MoT or on any other relevant market organised
and managed by Borsa Italiana S.p.A. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). As
specified in the applicable Final Terms, an issue of Securities may or may not be listed or admitted to
trading, as the case may be, on the Luxembourg Stock Exchange and/or the Italian Stock Exchange and/or
any other stock exchange or market as may be agreed between the relevant Issuer, the CFI Guarantor (where
the relevant Issuer is CFI) and the relevant Dealer.
Each of the respective forms of the Final Terms is set out herein and will specify with respect to the issue of
Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate principal
amount or number and type of the Securities, the date of issue of the Securities, the issue price, in the case of
Notes, the interest provisions, (if any) and the redemption amount and, in the case of Certificates, the
exercise price (if any) and the exercise period or exercise date and, in all cases as relevant, the underlying
asset, index or other item(s) (each an Underlying) to which the Securities relate and certain other terms
relating to the offering and sale of such Securities. The applicable Final Terms supplements the Terms and
Conditions of the relevant Securities and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with the Terms and Conditions of the relevant Securities, supplement,
replace and/or modify such Terms and Conditions. In respect of Securities to be listed on the Luxembourg
Stock Exchange, the Final Terms will be filed with the CSSF and will be published on the web-site of the
Luxembourg Stock Exchange (www.bourse.lu).
AN ISSUE OF SECURITIES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE
BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN
INVESTMENT MATTERS.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities
and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an
investment in the light of their own circumstances and financial condition. Securities may involve a high
degree of risk, including, in the case of Notes, the principal not being protected or, in the case of Certificates,
the risk of their expiring worthless. Potential investors may sustain a total loss of the purchase price of their
Securities. See "Risk Factors" set out herein.
Subject as provided below, Notes may be governed by English Law (English Law Notes) or governed by
French Law (French Law Notes) or be Australian Domestic Notes (as defined below), in each case as
specified in the applicable Final Terms. The terms and conditions of the Notes, other than French Law Notes,
will be as set out in "Terms and Conditions of the Notes other than French Law Notes" and in the relevant
Underlying Schedule(s) thereto and, in the case of Swedish Notes, Annex 1, and, in the case of Finnish
Notes, Annex 2. The terms and conditions of the French Law Notes will be as set out in "Terms and
Conditions of the French Law Notes" and in the Underlying Schedule(s) thereto.
0012230-0004913 ICM:14930544.9
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Subject as provided below in the case of Australian Domestic Notes, Swedish Notes and Finnish Notes, each
Tranche of English Law Notes in bearer form (Bearer Notes) will only be issued subject to such
immobilisation conditions as are agreed by the relevant Issuer (such that the Notes are treated as issued in
registered form for U.S. federal income tax purposes) and will initially be represented by a permanent global
note in bearer form (a permanent Global Note) or as otherwise agreed with the relevant Issuer.
Any relevant permanent Global Note will: (i) if the relevant permanent Global Note is intended to be issued
in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the
original issue date of the relevant Tranche to a common safekeeper (the Common Safekeeper) for Euroclear
(as defined below) and Clearstream, Luxembourg (as defined below) and (ii) if the relevant permanent
Global Note is not intended to be issued in NGN form, be delivered on or prior to the original issue date of
the relevant Tranche to a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream
Banking, société anonyme (Clearstream, Luxembourg) or as otherwise agreed between the relevant Issuer,
the CFI Guarantor (where the relevant Issuer is CFI) and the relevant Dealer.
Interests in a permanent Global Note will be exchangeable for definitive Bearer Notes as described in "Form
of the Notes" set out herein.
Subject as provided below in the case of Australian Domestic Notes, Swedish Notes and Finnish Notes,
Notes in registered form (Registered Notes) will be represented by registered note certificates (Registered
Note Certificates), one Registered Note Certificate being issued in respect of each holder's entire holding of
Registered Notes of one Series. Registered Notes which are held in Euroclear and/or Clearstream,
Luxembourg and/or DTC, as the case may be, will be represented by a global Registered Note Certificate (a
Global Registered Note Certificate) registered in the name of a nominee for Euroclear and/or Clearstream,
Luxembourg and/or DTC, as the case may be, and the Global Registered Note Certificate will be delivered to
the appropriate depositary, common safekeeper or custodian, as the case may be. Interests in a Global
Registered Note Certificate will be exchangeable for definitive Registered Note Certificates as described
under "Form of the Notes" set out herein.
In addition, Notes may be accepted for settlement in Euroclear UK and Ireland (CREST) via the CREST
Depository Interest (CDI) mechanism.
Notwithstanding the foregoing, Notes denominated in Australian dollars and issued in the domestic
Australian capital markets (Australian Domestic Notes) will be issued in registered uncertificated (or
inscribed) form. Australian Domestic Notes may or may not be listed on the stock exchange operated by
ASX Limited (ABN 98 008 624 691) (ASX) and will be constituted by a Deed Poll to be executed by the
relevant Issuer and governed by the laws of New South Wales, Australia (in relation to an issue of Australian
Domestic Notes, the Deed Poll) and will take the form of entries on a register to be maintained by an
Australian registrar to be appointed by the relevant Issuer and the CFI Guarantor (where the relevant Issuer is
CFI) and specified in the applicable Final Terms (the Australian Registrar), all as more fully described in
the applicable Final Terms.
Notwithstanding the foregoing, Notes issued in accordance with the Swedish Financial Instruments Accounts
Act (Sw. Lagen (1998:1479) on kontoföring av financiella instrument) (SFIA Act) (Swedish Notes) will be
issued in uncertificated and dematerialised book-entry form in accordance with the SFIA Act, all as more
fully described in the applicable Final Terms. No global or definitive bearer or registered Swedish Notes will
be issued. The Swedish Notes will be transferable only in accordance with the provisions of the SFIA Act,
other applicable Swedish legislation and the rules and regulations applicable to, and/or issued by, Euroclear
Sweden AB (Euroclear Sweden).
Notwithstanding the foregoing, Notes issued in accordance with the Finnish Act on the Book-Entry System
(Fin. laki arvo-osuusjarjeselmasta (826/1991)) and with the Finnish Act on the Book-Entry Account (Fin.
laki arvo-osuustileista (827/1991)) (Finnish Notes) will be issued in uncertificated and dematerialised book-
entry form in accordance with the Finnish Act on the Book-Entry System (Fin. laki arvo-osuusjarjeselmasta
0012230-0004913 ICM:14930544.9
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(826/1991)) and with the Finnish Act on Book-Entry Account (Fin. laki arvo-osuustileista (827/1991)), all as
more fully described in the applicable Final Terms. No global or definitive bearer or registered Notes will be
issued. The Finnish Notes will be transferable only in accordance with the legislation, rules and regulations
applicable to, and/or issued by, Euroclear Finland Ltd (Euroclear Finland).
French Law Notes will be issued, at the option of the relevant Issuer, in either bearer dematerialised form (au
porteur), which will be inscribed in the books of Euroclear France (a subsidiary of Euroclear Bank
S.A./N.V.) or in registered dematerialised form (nominatif) and, in such latter case, at the option of the
relevant Noteholder in either administered registered form (nominatif administré) inscribed in the books of a
Euroclear France Account Holder or in fully registered form (nominatif pur) inscribed in an account in the
books of Euroclear France maintained by the relevant Issuer or by the Registration Agent designated in the
applicable Final Terms, all as defined in the Terms and Conditions of the French Law Notes.
None of the Securities, the Deeds of Guarantee and any Entitlement (as specified in the applicable
Final Terms) to be delivered in respect of any Physical Delivery Securities has been nor will be
registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any
securities regulatory authority of any state or other jurisdiction of the United States. Such Securities
may include Bearer Notes that are subject to U.S. tax law requirements. Notes may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act), unless the Notes are registered under the Securities Act or an
exemption from the registration requirements of the Securities Act is available. Certificates may not
be offered, sold or delivered within the United States or to U.S. persons. Hedging transactions
involving Physical Delivery Securities, as the case may be, may not be conducted unless in compliance
with the Securities Act. For a description of certain restrictions on offers and sales of Securities, see
"Subscription and sale and transfer and selling restrictions for Notes" or "Subscription and sale and
transfer and selling restrictions for Certificates", as applicable. Registered Notes may be offered or sold
within the United States only to QIBs (as defined in the "Form of Notes") in transactions exempt from
registration under the Securities Act (see "U.S. Information" below).
The Certificates will be sold exclusively outside the United States in offshore transactions to persons that are
not U.S. persons (as defined in Regulation S) and will be represented by a permanent global Certificate (a
Global Certificate) which will be deposited with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg. Definitive Certificates will not be issued.
The Securities, the Deed of Guarantee and any Entitlement 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 (the CEA), and trading in the Securities, has not been approved by
the United States Commodity Futures Trading Commission pursuant to the CEA.
Any person (an Investor) intending to acquire or acquiring any Securities from any person (an Offeror)
should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the
relevant Issuer may be responsible to the Investor for, where the relevant Issuer is Citigroup Inc. or CFI, the
Citigroup Inc. Base Prospectus or, where the relevant Issuer is CGMFL, the CGMFL Base Prospectus, only
if the relevant Issuer is acting in association with, or has authorised, that Offeror to make the offer to the
Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in
association with, or is authorised by, the relevant Issuer. If the Offeror is not acting in association with, or
authorised by, the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible
for, where the relevant Issuer is CFI or Citigroup Inc., the Citigroup Inc. Base Prospectus or, where the
relevant Issuer is CGMFL, the CGMFL Base Prospectus for the purposes of Article 6 of the Prospectus
Directive as implemented by the national legislation of each EEA Member State in the context of the offer to
the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on, where
the relevant Issuer is CFI or Citigroup Inc., the Citigroup Inc. Base Prospectus or, where the relevant Issuer
is CGMFL, the CGMFL Base Prospectus, and/or who is responsible for its contents, it should take legal
advice.
0012230-0004913 ICM:14930544.9
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Citigroup Inc. has a long term/short term senior debt rating of A-/A-2 by Standard & Poor's Financial
Services LLC, Baa2/P-2 by Moody's Investors Service, Inc. and A/F1 by Fitch, Inc.. Citigroup Funding Inc.
has a long term/short term senior debt rating of A-/A-2 by Standard & Poor's Financial Services LLC,
Baa2/P-2 by Moody's Investors Service, Inc. and A/F1 by Fitch, Inc. based on the guarantee by Citigroup
Inc.. As at the date hereof, CGMFL is not rated. Any rating of CGMFL (to the extent that CGMFL is, at
any time in the future, rated) will be disclosed in the applicable Final Terms. The rating of certain Series of
Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not
each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency
established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the
CRA Regulation) will be disclosed in the Final Terms. See also "Credit Ratings Rating Agencies of the
Issuers and the CFI Guarantor" in the section "Risk Factors" below.
The Securities and the Deeds of Guarantee constitute unconditional liabilities of the respective issuers. None
of the Securities and the Deeds of Guarantee is insured by the Federal Deposit Insurance Corporation
(FDIC).
The Issuers are not banks which are authorised or regulated under the Banking Act 1959 of Australia. The
Securities are not the obligations of the Australian Government or any other government and, in particular,
are not guaranteed by the Commonwealth of Australia.
Arranger of the Programme
Citigroup
Dealers
Citigroup
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
This Base Prospectus (excluding the CGMFL Base Prospectus) comprises a base prospectus for the purpose
of Article 5.4 of the Prospectus Directive in respect of Securities to be issued by Citigroup Inc. or CFI.
This Base Prospectus (excluding the Citigroup Inc. Base Prospectus) comprises a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive in respect of Notes to be issued by CGMFL.
As at the date of this Base Prospectus, CFI is making public offers of Notes in Hungary and Spain. Any
investor in any such public offer or in relation to an offer of Notes which are to be listed or admitted to
trading on a regulated market should note that, if it has indicated acceptance of any such offer prior to
the date of publication of this Base Prospectus, it has the right, within not less than two working days of
the date of such publication, to withdraw such acceptance.
CFI and Citigroup Inc. accept responsibility for the information contained in this Base Prospectus
(excluding the CGMFL Base Prospectus), subject as provided below. To the best of the knowledge of CFI
and Citigroup Inc. (each having taken all reasonable care to ensure that such is the case), the information
contained in this Base Prospectus (excluding the CGMFL Base Prospectus) is in accordance with the facts
and does not omit anything likely to affect the import of such information. This paragraph should be read in
conjunction with the fifth paragraph on page v.
CGMFL accepts responsibility for the information contained in this Base Prospectus (excluding the
Citigroup Inc. Base Prospectus), subject as provided below. To the best of the knowledge of CGMFL
(having taken all reasonable care to ensure that such is the case), the information contained in this Base
Prospectus (excluding the Citigroup Inc. Base Prospectus) is in accordance with the facts and does not omit
anything likely to affect the import of such information. This paragraph should be read in conjunction with
the fifth paragraph on page v.
The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant
Issuer and the CFI Guarantor (where the relevant Issuer is CFI) for the information relating to the
Underlying(s) to which the relevant Securities relate which is contained in such Final Terms. However,
unless otherwise expressly stated in the applicable Final Terms, any information contained therein relating
to the Underlying(s), will only consist of extracts from, or summaries of, information contained in financial
and other information released publicly by the issuer, owner or sponsor, as the case may be, of such
Underlying(s). Unless otherwise expressly stated in the applicable Final Terms, the relevant Issuer and the
CFI Guarantor (where the relevant Issuer is CFI) accept(s) responsibility for accurately reproducing such
extracts or summaries and, as far as the relevant Issuer and the CFI Guarantor (where the relevant Issuer is
CFI) is/are aware and is/are able to ascertain from information published by the issuer, owner or sponsor,
0012230-0004913 ICM:14930544.9
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as the case may be, of such Underlying(s), no facts have been omitted which would render the reproduced
information inaccurate or misleading.
The Citigroup Inc. Base Prospectus should be read in conjunction with all documents which are deemed to
be incorporated by reference therein (see "Documents Incorporated by Reference for the Citigroup Inc. Base
Prospectus"). The Citigroup Inc. Base Prospectus shall be read and construed on the basis that such
documents are incorporated into and form part of the Citigroup Inc. Base Prospectus.
The Citigroup Inc. base prospectus (the Citigroup Inc. Base Prospectus) will comprise this Base Prospectus
with the exception of:
(a)
the information in the sections entitled:
(i)
in the Summary of the Programme: Description of CGMFL, Business of CGMFL;
(ii)
Description of CGMFL; and
(b)
paragraphs 3, 6, 8 and 13 of the section entitled General Information.
The CGMFL base prospectus (the CGMFL Base Prospectus) will comprise this Base Prospectus with the
exception of:
(a)
the information in the sections entitled:
(i)
in the Summary of the Programme: Description of CFI, Business of CFI, Citigroup Inc.,
Description of Citigroup Inc., Business of Citigroup Inc., in Risk Factors, Certificate only
provisions;
(ii)
Risk Factors: Risks Relating to Certificates;
(iii)
Documents Incorporated By Reference for the Citigroup Inc. Base Prospectus and all
information incorporated therein by reference thereby;
(iv)
Terms and Conditions of the Certificates (including the Annexes);
(v)
Description of CFI;
(vi)
Description of Citigroup Inc.;
(vii)
Subscription and Sale and Transfer and Selling Restrictions for Certificates;
(viii)
Pro Forma Final Terms for Issues of Certificates; and
(ix)
Taxation of Certificates; and
(b)
paragraphs 2, 4, 5, 7 and 12 of the section entitled General Information.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of any Securities and, if given or
made, such information or representation must not be relied upon as having been authorised by the relevant
Issuer, the CFI Guarantor (where the relevant Issuer is CFI) or any of the Dealers. 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 affairs of the relevant Issuer and/or, where applicable, the
CFI Guarantor since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial position of any Issuer
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and/or CFI Guarantor since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of any Issuer, the CFI
Guarantor or the Dealers to subscribe for, or purchase, any Securities.
The distribution of this Base Prospectus and the offering or sale of Securities in certain jurisdictions may be
restricted by law. None of the Issuers, the CFI Guarantor and the Dealers represents that this Base
Prospectus may be lawfully distributed, or that any Securities may be lawfully offered, in compliance with
any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offering.
Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this Base Prospectus
nor any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Base Prospectus comes are required by the Issuers, the CFI Guarantor and the
Dealers to inform themselves about and to observe any such restriction.
Further restrictions on the offering, sale and distribution of Securities and this document are set out under
the headings "Subscription and sale and transfer and selling restrictions for Notes" and "Subscription and
sale and transfer and selling restrictions for Certificates" below.
The price and principal amount or number, as the case may be, of Securities to be issued under the
Programme will be determined by the relevant Issuer and the relevant Dealer at the time of issue in
accordance with prevailing market conditions.
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 or other information supplied in connection
with the Programme or any Securities are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation or a statement of opinion, or a report of either of those
things, by any Issuer, the CFI Guarantor or any of the Dealers that any recipient of this Base Prospectus or
any other financial statements or any other information supplied in connection with the Programme or any
Securities should purchase any Securities. Each potential purchaser of any Securities should determine for
itself the relevance of the information contained in this Base Prospectus and its purchase of any Securities
should be based upon such investigation as it deems necessary. Each potential purchaser is authorised to
use this Base Prospectus solely for the purpose of considering the purchase of Securities described in this
Base Prospectus; any other usage of this Base Prospectus is unauthorised. None of the Dealers undertakes
to review the financial condition or affairs of any Issuer or the CFI Guarantor during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in any
Securities of any information coming to the attention of any of the Dealers.
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 none of the Issuers, the CFI Guarantor and
any Dealer takes responsibility for the information contained in such websites.
In connection with any Series (as defined below) of Notes, one of the Dealers may act as a stabilising
manager (the Stabilising Manager). The identity of the Stabilising Manager, if any, will be disclosed in the
applicable Final Terms.
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In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over allot Notes or effect transactions (outside Australia and on a market operated outside Australia) with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended 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) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Certificates create options which are either exercisable by the relevant holder or, if not so exercised will be
automatically exercised as provided herein. Except in the case of automatically exercised cash settled
Certificates, there is no obligation upon either Citigroup Inc. or CFI as the Issuer to pay any amount or
deliver any asset to any holder of a Certificate unless the relevant holder duly exercises such Certificate or
such Certificates are automatically exercised and an Exercise Notice is duly delivered. The Certificates will
be exercised or will be exercisable in the manner set forth herein and in the applicable Final Terms.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only
addressed to and is only directed at qualified investors in that Member State within the meaning of the
Prospectus Directive, except to the extent sub-paragraph (ii) below may apply.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Securities in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Securities. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Securities which are the subject of a placement contemplated in this Base
Prospectus as completed by the Final Terms in relation to the offer of those Securities may only do so (i) in
circumstances in which no obligation arises for any Issuer, the CFI Guarantor or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, 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 Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State and (in either case) published, all in accordance with the Prospectus Directive, PROVIDED THAT any
such prospectus has subsequently been completed by final terms which specify that offers may be made other
than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State, 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 relevant Issuer has consented in writing to its use for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, none of the Issuers, the CFI Guarantor and any
Dealer has authorised, nor does any of them authorise, the making of any offer of Securities in
circumstances in which an obligation arises for any Issuer, the CFI Guarantor or any Dealer to publish or
supplement a prospectus for such offer. The expression Prospectus Directive means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
relevant Member State), and includes any relevant implementing measure in the relevant Member State and
the expression 2010 PD Amending Directive means Directive 2010/73/EU.
Subject as provided in the relevant Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Securities are the persons named in the applicable Final Terms as the relevant
Dealer or the Managers and the persons named in or identifiable from the applicable Final Terms as the
Financial Intermediaries, as the case may be.
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