Obligation Citi Global Markets 3.3% ( XS1980785064 ) en CNY

Citi Global Markets

100 % ⇌

Etas-Unis

XS1980785064 ( en CNY )

3.3% par an ( paiement annuel )

22/05/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings XS1980785064 en CNY 3.3%, échue

10 000 CNY

70 000 000 CNY

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en CNY, avec le code ISIN XS1980785064, paye un coupon de 3.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/05/2024

CNY FIXED RATE MEDIUM TERM NOTE
Summary of Final Terms and Conditions
Structured Note transactions are complex and may involve a high risk of loss. Prior to entering into a transaction you
should consult with your own legal, regulatory, tax, financial and accounting advisors to the extent you consider it
necessary, and make your own investment, hedging and trading decisions (including decisions regarding the
suitability of this transaction) based upon your own judgment and advice from those advisers you consider necessary.
15 May 2019
General Information

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 14 December 2018, and
any supplements thereto.
Securities
CNY FIXED RATE MEDIUM TERM NOTE
Rating
The Issuer's 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 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.
Issue Size
70,000,000
Currency
CNY (CNY settled and delivered outside of PRC)
Specified Denomination
10,000
Issue Price
100 % of the Specified Denomination
Net Proceeds
100% of the Denomination per Note shall be retained by the Issuer.
Trade Date
15 May 2019
Issue Date
22 May 2019
Maturity Date
22 May 2024

Interest: In respect of each Denomination, an amount in CNY, rounded to the nearest cent,
with 0.5 cents being rounded upwards computed as follows:
Specified Denomination x Rate of Interest x Day Count Fraction
Rate of Interest 3.30%
Day Count Fraction 30/360 unadjusted
Interest Payment
Annually, on 22 May of each calendar year, commencing from and including 22 May
Dates
2020, to and including the Maturity Date, subject to adjustment in accordance with
the Business Day Convention
Redemption Amount at
100% of the Specified Denomination
Maturity
Additional Information
Form of Note Global Registered
Dealer Citigroup Global Markets Limited ("CGML")
Calculation Agent Citibank N.A., London Branch, acting through its Hong Kong Structured Interest Rates
Operations department/group
Business Days Beijing, New York, Hong Kong and London
Business day convention The Modified Following Business Convention will apply
for payments
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Offering Circular Termsheet (General) updated 14 December 2018

Listing Luxembourg Stock Exchange's Euro MTF
ISIN XS1980785064
Common Code 198078506
Clearing and Settlement Euroclear/Clearstream Luxembourg
Tax Considerations You should consult your tax advisor regarding all aspects of the U.S. federal
withholding, income and estate tax consequences of an investment in the Notes and
any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction. The Issuer, Dealer and Distribution Agent and/or their respective affiliates
are not tax advisors and do not provide tax advice. Responsibility for any tax
implications of an investment in the Notes rests entirely with the Investor. Investors
should note that the tax treatment of the Notes may differ from jurisdiction to
jurisdiction.

This section summarizes certain generally applicable U.S. federal withholding and
income tax consequences to Non-U.S. Holders, as defined in the Offering Circular (the
"Offering Document"), in respect of the Notes. Except as discussed in the Offering
Document under "Taxation-Other U.S. Federal Tax Considerations for Non-U.S.
Holders--Section 871(m) Withholding on Dividend Equivalents Section 871(m) of the
Code and "Taxation-Other U.S. Federal Tax Considerations for Non-U.S. Holders 
FATCA Legislation," and subject to the discussion below regarding Section 871(m) of
the Internal Revenue Code of 1986, as amended ("Section 871(m)"), amounts paid to a
Non-U.S. Holder on a Note generally should not be subject to U.S. federal withholding
or income tax, provided, among other things, that the Non-U.S. Holder complies with
applicable certification requirements or otherwise establishes an exemption from
withholding. Gain realised by a Non-U.S. Holder on the taxable disposition of a Note
generally will not be subject to U.S. federal withholding or income tax. Special rules
apply to certain Non-U.S. Holders, including Non-U.S. Holders that are engaged in a
trade or business in the United States or that are individuals present in the United
States for 183 days or more in the taxable year of disposition.
If U.S. federal withholding tax applies to a payment on a Note as a result of the
application of FATCA or Section 871(m) (or in certain other cases described in the
Offering Document), the Issuer will not be required to pay additional amounts in
respect of amounts withheld.

Please review the accompanying Offering Document and the Pricing Supplement for
more information regarding the U.S. federal withholding and income tax
consequences of an investment in the Notes.
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 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 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 Offering Circular.
Governing Law English law
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Offering Circular Termsheet (General) updated 14 December 2018

Documentation The terms and conditions of the Notes will be contained in the Offering Circular.
Capitalised terms used in this term sheet, and not defined here, are as defined in the
Offering Circular.
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 Pricing Supplement document,
which, together with the Offering Circular relating to the Issuer's Global Medium Term
Note Programme dated 14 December 2018 and any supplements thereto, will
comprise the prospectus relating to the Notes. The list of supplements to the Offering
Circular will be set out in the Pricing Supplement. A copy of the Offering Circular and
the supplements thereto are available on request.
Legal and Regulatory This is not a public offer of Notes. 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.
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 wil 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.
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 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
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Offering Circular Termsheet (General) updated 14 December 2018

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

Risk Factors
Principal Protection
The Notes will only be principal protected if the terms and conditions of the Notes
provide that the redemption amount per Note at maturity is an amount equivalent to
at least the denomination of such Note. However, investors should note that this is
subject to the credit risk of the Issuer and Guarantor as applicable (see "Credit Risk"
above). Further, the Notes may be traded or redeemed early, and if so, the price for
which a Note may be sold or redeemed early may be less than the denomination of
such Note, offering no protection of principal.
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.
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.
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.
Credit Risk
Investors in these Notes are exposed to the credit risk of the Issuer and Guarantor as
applicable.
Tax Risk
You should consult your tax advisor regarding all aspects of the U.S. federal
withholding, income and estate tax consequences of an investment in the Notes and
any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction. The Issuer, Dealer and Calculation Agent and/or their respective affiliates
are not tax advisors and do not provide tax advice. Responsibility for any tax
implications of an investment in the Notes rests entirely with the Investor. Investors
should note that the tax treatment of the Notes may differ from jurisdiction to
jurisdiction.
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.
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Offering Circular Termsheet (General) updated 14 December 2018

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.
Fee 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.

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
Include for Underlying Linked NotesInvestors should note that the exposure to the
Underlying
underlying is notional and that an 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
Include for Underlying Linked NotesThe 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, the Guarantor, any
Citi entity and any of their respective affiliates in connection with its determination as
to the legality of its acquisition of the Notes.

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Offering Circular Termsheet (General) updated 14 December 2018

Disclaimer

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 regulated by the Financial
Conduct Authority and the Prudential Regulation Authority (together, the UK Regulator) and has its registered office at Citigroup Centre, Canada
Square, London E14 5LB. Amongst its affiliates, (i) Citibank, N.A., London Branch is regulated by Office of the Comptroller of the Currency (USA),
authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority and has its registered office at Citigroup Centre, Canada Square, London E14 5LB and (ii) Citibank Europe plc, UK
Branch is regulated by the Central Bank of Ireland, the European Central Bank, the Financial Conduct Authority and subject to limited regulation
by the Prudential Regulatory Authority and has its registered office at Citigroup Centre, Canada Square, London E14 5LB. This communication is
directed at persons (i) who have been or can be classified by Citi as eligible counterparties or professional clients in line with the rules of the UK
Regulator, (ii) who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 and (iii) other persons to whom it may otherwise lawfully be communicated. No other person should
act on the contents or access the products or transactions discussed in this communication. In particular, this communication is not intended for
retail clients. The information contained herein may relate to matters that are (i) not regulated by the UK Regulator and/or (ii) not subject to the
protections of the United Kingdom's Financial Services and Markets Act 2000 and/or the United Kingdom's Financial Services Compensation
Scheme.

All material contained herein, including any proposed terms and conditions, is indicative and for discussion purposes only, is subject to change
without notice, is strictly confidential, may not be reproduced and is intended for your use only. It does not include a number of terms and
conditions that will be included in any actual transaction and final terms and conditions are subject to further discussion and negotiation nor does
it purport to identify all risks (direct or indirect). This communication is not a commitment to deal in any product, offer financing or enter into any
transaction described herein.

Citi is not acting as your agent, fiduciary or investment adviser and is not managing your account. The provision of information in this
communication is not based on your individual circumstances and should not be relied upon as an assessment of suitability for you of a particular
product or transaction. It does not constitute investment advice and Citi makes no recommendation as to the suitability of any of the products or
transactions mentioned. Even if Citi possesses information as to your objectives in relation to any transaction, series of transactions or trading
strategy, this will not be deemed sufficient for any assessment of suitability for you of any transaction, series of transactions or trading strategy.
Save in those jurisdictions where it is not permissible to make such a statement, we hereby inform you that this communication should not be
considered as a solicitation or offer to sell or purchase any securities, deal in any product or enter into any transaction. You should make any
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communication may be more short term in nature and liable to change more quickly than the views of Citi research department which are
generally more long term. On the occasions where information provided includes extracts or summary material derived from research reports
published by Citi's research department, you are advised to obtain and review the original piece of research to see the research analyst's full
analysis. Any prices used herein, unless otherwise specified, are indicative. Although all information has been obtained from, and is based upon
sources believed to be reliable, it may be incomplete or condensed and its accuracy cannot be guaranteed. Citi makes no representation or
warranty, expressed or implied, as to the accuracy of the information, the reasonableness of any assumptions used in calculating any illustrative
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Any scenario analysis or information generated from a model is for illustrative purposes only. Where the communication contains forward-looking
information, such information may include, but is not limited to, projections, forecasts or estimates of cashflows, yields or return, scenario
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events or conditions and is intended only to illustrate hypothetical results under those assumptions (not all of which are specified herein or can
be ascertained at this time). It does not represent actual termination or unwind prices that may be available to you or the actual performance of
any products and neither does it present all possible outcomes or describe all factors that may affect the value of any applicable investment,
product or investment. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. Illustrative
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variety of future conditions and events and not all relevant events or conditions may have been considered in developing such assumptions.
Accordingly, actual results may vary and the variations may be substantial. The products or transactions identified in any of the illustrative
calculations presented herein may therefore not perform as described and actual performance may differ, and may differ substantially, from
those illustrated in this communication. When evaluating any forward looking information you should understand the assumptions used and,
together with your independent advisors, consider whether they are appropriate for your purposes. You should also note that the models used
in any analysis may be proprietary, making the results difficult or impossible for any third party to reproduce. This communication is not intended
to predict any future events. Past performance is not indicative of future performance.

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calculations contained and/or referred to in this communication nor for any special, direct, indirect, incidental or consequential loss or damage
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The transactions and any products described herein may be subject to fluctuations of their mark-to-market price or value and such fluctuations
may, depending on the type of product or security and the financial environment, be substantial. Where a product or transaction provides for
payments linked to or derived from prices or yields of, without limitation, one or more securities, other instruments, indices, rates, assets or
foreign currencies, such provisions may result in negative fluctuations in the value of and amounts payable with respect to such product prior to
or at redemption. You should consider the implications of such fluctuations with your independent advisers. The products or transactions referred
to in this communication may be subject to the risk of loss of some or all of your investment, for instance (and the examples set out below are
not exhaustive), as a result of fluctuations in price or value of the product or transaction or a lack of liquidity in the market or the risk that your
counterparty or any guarantor fails to perform its obligations or, if this the product or transaction is linked to the credit of one or more entities,
any change to the creditworthiness of the credit of any of those entities.

Citi (whether through the individual sales and/trading personnel involved in the preparation or issuance of this communication or otherwise) may
from time to time have long or short principal positions and/or actively trade, for its own account and those of its customers, by making markets
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Offering Circular Termsheet (General) updated 14 December 2018

to its clients, in products identical to or economically related to the products or transactions referred to in this communication. Citi may also
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rate, index or other market factor(s) underlying the product or transaction and consequently its value. Citi may have an investment banking or
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Offering Circular Termsheet (General) updated 14 December 2018