Obligation Citi Global Markets 10.5% ( XS2106705721 ) en UYU

Citi Global Markets

100 % ⇌

Etas-Unis

XS2106705721 ( en UYU )

10.5% par an ( paiement annuel )

20/03/2025 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings XS2106705721 en UYU 10.5%, échue

500 000 UYU

275 000 000 UYU

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 UYU, avec le code ISIN XS2106705721, paye un coupon de 10.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/03/2025

PRICING SUPPLEMENT
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS The Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the EEA) or in the United Kingdom (the
UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer
within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation).
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.
Pricing Supplement dated 17 February 2021
Citigroup Global Markets Holdings Inc.

Legal Entity Identifier (LEI): 82VOJDD5PTRDMVVMGV31

Issue of UYU100,000,000 Fixed Rate Dual Currency Notes due March 2025 (the "Notes") (to be
consolidated and form a single series with the issue of UYU275,000,000 Fixed Rate Dual Currency
Notes due March 2025 (the "Original Notes"))
Guaranteed by Citigroup Inc.
Under the Citi U.S.$60,000,000,000 Global Medium Term Note Programme
The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on
the basis that any offer of Notes in any Member State of the EEA or in the UK will be made pursuant to
an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of
the Notes. Accordingly any person making or intending to make an offer in that Member State or the
UK of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer, the CGMHI Guarantor and any Dealer has authorised, nor does any of them authorise,
the making of any offer of Notes in any other circumstances.
The Notes and the CGMHI Deed of Guarantee have not been and will not be registered under the United
States Securities Act of 1933, as amended (the Securities Act) or any state securities law. The Notes are
being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act (Regulation S) and may not be offered or sold within the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S). Each purchaser of the Notes or any
beneficial interest therein will be deemed to have represented and agreed that it is outside the United
States and is not a U.S. person and will not sell, pledge or otherwise transfer the Notes or any beneficial
interest therein at any time within the United States or to, or for the account or benefit of, a U.S. person,
other than the Issuer or any affiliate thereof. For a description of certain restrictions on offers and sales
of Notes, see "Subscription and sale and transfer and selling restrictions for Notes" of the Offering
Circular.
The Notes and the CGMHI Deed of Guarantee 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, and trading in the Notes has not been approved by the United States
Commodity Futures Trading Commission under the United States Commodity Exchange Act, as
amended.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and
holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject to
Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan,
individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue
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GMTCH3752A

Code of 1986, as amended (the Code) or an employee benefit plan or other plan or arrangement subject
to any laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.
PART A CONTRACTUAL TERMS
The Notes are English Law Notes that are also Registered Notes. The Notes are issued under the Offering
Circular as defined below.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
under the section entitled "General Conditions of the Notes" in the Offering Circular dated 13 December
2019, as supplemented by a Supplement (No. 1) dated 4 May 2020, a Supplement (No. 2) dated 22 May
2020 and a Supplement (No.3) dated 19 October 2020 (together the Previous Offering Circular) which
is incorporated by reference into the Offering Circular.
This document constitutes the Pricing Supplement of the Notes described herein and must be read in
conjunction with the Offering Circular in order to obtain all the relevant information.
The Offering Circular (including all documents incorporated by reference therein) is available for
viewing at the offices of the Fiscal Agent and the Paying Agents and in electronic form on the
Luxembourg Stock Exchange's website (www.bourse.lu).
For the purposes hereof, Offering Circular means the Offering Circular dated 11 December 2020 in
relation to the Programme including all documents incorporated by reference therein, as supplemented
by a Supplement (No. 1) dated 9 February 2021.

1.
(i)
Issuer:
Citigroup Global Markets Holdings Inc.
(ii)
Guarantor:
Citigroup Inc.
2.
(i)
Series Number:
GMTCH3752A
(ii)
Tranche Number:
2
(iii)
Date on which the Notes will be The Notes will, as of the Issue Date, be
consolidated and form a single consolidated and form a single series with the
Series:
Original Notes.
3.
Specified Currency or Currencies:
The Notes are Dual Currency Notes.
Specified Currency means:

(a)
in
respect
of
the
Specified
Denomination and the Calculation
Amount
(the
Denomination
Currency):
Uruguayan
pesos
(UYU)

(b)
in respect of payments (the Relevant
Currency): United States dollars
(USD)
4.
Aggregate Principal Amount:

(i)
Series:
UYU375,000,000
(ii)
Tranche:
UYU100,000,000

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5.
Issue Price:
121.644450333333 per cent. of the Aggregate
Principal Amount converted into the Relevant
Currency at the Initial FX Rate, being
USD2,865,593.65 in respect of the Aggregate
Principal Amount.
Initial FX Rate means 42.45
6.
(i)
Specified Denominations:
UYU500,000
(ii)
Calculation Amount:
UYU500,000
7.
(i)
Issue Date:
19 February 2021
(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
20 March 2025, subject to adjustment in
accordance with the Modified Following
Business Day Convention or, if later, the
Number of Postponement Days following the
Valuation Date
9.
Types of Notes:
(i)
Fixed Rate Dual Currency Notes

(ii)
The Notes are Underlying Linked
Notes and relate to the Underlying(s)
specified in item 16(i) below

(iii)
The Notes are Cash Settled Notes
10.
Interest Basis:
Fixed Rate. The Notes bear interest as
specified in item 17 and item 20 below
11.
Redemption/Payment Basis:
Redemption at par, subject as provided in item
24 below
12.
Change of Interest or Redemption/Payment Not Applicable
Basis:
13.
Put/Call Options:
Not Applicable
14.
(i)
Status of the Notes:
Senior
(ii)
Status of the CGMHI Deed of Senior
Guarantee:
15.
Method of Distribution:
Non-syndicated
PROVISIONS RELATING TO UNDERLYING LINKED NOTES
16.
Underlying Linked Notes Provisions:
Applicable the provisions in Condition 19 of
the General Conditions apply (subject as
provided in the relevant Underlying Schedule
and subject as provided below)
(i)
Underlying:

(A)
Description
of The Exchange Rate, being the spot rate of
Underlying(s):
exchange for exchange of the Reference
Currency into the Settlement Currency
(expressed as the number of units (or parts
thereof) of the Reference Currency for which

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one unit of the Settlement Currency can be
exchanged) as reported by the FX Rate Source
and which appears on the Electronic Page at
the Valuation Time
(B)
Classification:
FX Rate (EMTA Provisions: Applicable)
(C)
Electronic Page:
Bloomberg
Page:
USDUYU
CBUY
<CRNCY> HP <GO> (or such other page or
service as may replace that page or service for
the purpose of displaying the Exchange Rate).
If such Bloomberg or replacement page no
longer reports such rate or such rate is no
longer available on such page and such page
has not been replaced by any other page or
service, the Electronic Page shall be any other
screen or information source that it deems
appropriate
(ii)
Particulars in respect of each
Underlying:
FX Rate where EMTA Provisions
are Applicable:
(A)
FX Rate Source:
Uruguayan Central Bank
(B)
Valuation Time:
Approximately 4:00 p.m. (Montevideo time)
(C)
Reference Currency:
UYU
(D)
Settlement Currency:
USD
(E)
Reference
Currency London and Montevideo
Business Centre(s):
(F)
Settlement
Currency New York City
Business Centre(s):
(G)
Number of Settlement Not Applicable
Business Days:
(H)
Number of Postponement Two Reference Currency Business Days
Days:
(I)
Maximum
Days
of See Valuation Postponement below
Postponement:
(J)
Dual Currency Notes:
Applicable. The Dual Currency Exchange
Rate is one divided by the FX Rate. For such
purpose the Specified Valuation Date shall be,
in respect of an Interest Payment Date, the
second Scheduled Trading Day prior to (but
excluding) the Scheduled Interest Payment
Date relating to such Interest Payment Date,
subject to adjustment as provided herein and
in Part B of the FX Rate Conditions (each
such Valuation Date, as so adjusted, an FX
Valuation Date and the final such date, the
Final FX Valuation Date) and the provisions
of FX Rate Condition 6(b), 6(c) and 6(d) shall
not apply

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For the purposes of the Notes, a Scheduled
Trading Day shall be a Reference Currency
Business Day, being a day on which
commercial banks are open (or, but for the
occurrence of any Disruption Event, would
have been open) for business (including
dealing in foreign exchange in accordance
with the market practice of the foreign
exchange market) in London, Montevideo and
New York City, all as further described in the
Conditions
(iii)
Elections in respect of each type of
Underlying:
FX Rate where EMTA Provisions
are Applicable:
(A)
Disruption Event(s):
Disruption Event means the occurrence of an
FX Disruption

Where:
FX Disruption means, in the determination of
the Calculation Agent, any action, event or
circumstance whatsoever which, from a legal
or practical perspective, makes it impossible
for the Calculation Agent to obtain the
Underlying Closing Level of the FX Rate on
a Valuation Date
(B)
Disruption Fallbacks:
If any Specified Valuation Date is a Disrupted
Day then, in order to determine the
Underlying Closing Level of the FX Rate for
the relevant Valuation Date, the Underlying
Closing Level shall be determined in
accordance
with
the
first
applicable
Disruption Fallback (applied in accordance
with its terms) which provides the Underlying
Closing Level of the FX Rate for such
Valuation Date
The following Disruption Fallbacks apply in
the following order:

Valuation Postponement, as follows:
If the relevant Scheduled Valuation Date is a
Disrupted Day or if an Unscheduled Holiday
occurs on such day, the relevant Valuation
Date shall be postponed (a) following the
occurrence of an FX Disruption, to the
Scheduled Trading Day which is not an
Unscheduled Holiday first following the day
on which the FX Disruption ceases to exist or
(b) following the occurrence of an
Unscheduled Holiday, to the Scheduled
Trading Day which is not an Unscheduled
Holiday first following the relevant Scheduled
Valuation Date, as applicable, unless (c) such

5

GMTCH3752A

day has not occurred on or before the 30th
consecutive calendar day after the relevant
Scheduled Valuation Date (any such period
being a Deferral Period), in which case, the
relevant Valuation Date shall be the next day
after the Deferral Period that is a Scheduled
Trading Day or would have been a Scheduled
Trading Day but for the occurrence of an
Unscheduled Holiday or an FX Disruption
and the relevant FX Rate will be determined
on that Valuation Date, in the case of an FX
Disruption in accordance with the next
applicable Disruption Fallback

Fallback Reference Price, as follows:
The Calculation Agent shall determine the
Underlying Closing Level for the FX Rate for
the relevant Valuation Date using the Dealer
Poll. If the relevant FX Rate cannot be
determined using the Dealer Poll then the
relevant FX Rate will be determined by the
Calculation Agent in accordance with the next
applicable Disruption Fallback

Fallback Calculation Agent Determination,
as follows:
The relevant Underlying Closing Level of the
FX Rate will be determined by the Calculation
Agent on the relevant Valuation Date, taking
into consideration relevant market sources

For the purposes of the above:
Dealer Poll means the relevant Underlying
Closing Level of the FX Rate in respect of a
Valuation Date will be the UYU/USD spot
rate, expressed as the amount of UYU per one
USD, as determined by the Calculation Agent
on the basis of quotations provided by the FX
Reference Dealers on such date. The
Calculation Agent will request each FX
Reference Dealer to provide a firm quotation
of the UYU/USD spot rate. If four (4)
quotations are provided, the relevant
Underlying Closing Level of the FX Rate for
the relevant Valuation Date will be the
arithmetic mean of such quotations without
regard to the highest and lowest such
quotations. For this purpose, if more than one
quotation has the same highest and lowest
value, then only one of such quotations shall
be disregarded. If two (2) or three (3)
quotations are provided, the relevant
Underlying Closing Level of the FX Rate for
the relevant Valuation Date will be the
arithmetic mean of such quotations. If fewer
than two (2) quotations are provided, it will be
deemed that the relevant Underlying Closing
Level of the FX Rate for the relevant

6

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Valuation Date cannot be determined
pursuant to the Dealer Poll

FX
Reference
Dealers
means
the
Montevideo office of each of Banco
Santander Uruguay S.A., Banco Itau Uruguay
S.A.,
BBVA
Uruguay
S.A.
and
SCOTIABANK URUGUAY S.A. In the
event that any of the FX Reference Dealers
ceases to operate in Uruguay or ceases to
exist, the Calculation Agent shall determine a
substitute FX Reference Dealer for purposes
of completing the Dealer Poll
(C)
Correction Provisions:
Applicable
(D)
Settlement Disruption:
Applicable
(iv)
Trade Date:
8 February 2021
(v)
Realisation Disruption:
Applicable
(vi)
Hedging
Disruption
Early Not Applicable
Termination Event:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.
Fixed Rate Note Provisions
Applicable
(i)
Interest Rate:
10.50 per cent. per annum payable annually in
arrear
(ii)
Interest Payment Date(s):
20 March in each year, adjusted in accordance
with the Modified Following Business Day
Convention
(iii)
Interest Period End Date(s):
Interest Payment Date(s) not adjusted
(iv)
Interest Amount(s):
UYU52,500 per Calculation Amount as
converted into the Relevant Currency at the
applicable Dual Currency Exchange Rate in
respect of the Specified Valuation Date
preceding the relevant Interest Payment Date
(v)
Broken Amount(s):
Not Applicable
(vi)
Day Count Fraction:
30/360
(vii)
Other terms relating to the method Not Applicable
of calculating interest for Fixed
Rate Notes:

18.
Floating Rate Note Provisions
Not Applicable
19.
Zero Coupon Note Provisions
Not Applicable
20.
Dual Currency Interest Provisions
Applicable
(i)
Exchange
rate/method
of The Dual Currency Exchange Rate as
calculating exchange rate:
specified in paragraph 16(iii)(J) above

7

GMTCH3752A

See paragraph 16 for further details of the
method of calculating the Dual Currency
Exchange Rate
(ii)
Provisions
applicable
where As provided in paragraph 16 above
calculation
by
reference
to
exchange rate impossible or
impracticable:
(iii)
Person at whose option Specified The Calculation Agent
Currency(ies) is/are payable:
21.
Underlying
Linked
Notes
Interest
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
22.
Issuer Call
Not Applicable
23.
Investor Put
Not Applicable
24.
Redemption Amount of each Calculation
UYU500,000 per Calculation Amount,
Amount
converted into USD at the applicable Dual
Currency Exchange Rate for the in respect of
the Specified Valuation Date preceding the
Maturity Date(rounded to the nearest sub-
unit, USD0.005 being rounded upwards) as
set out in Condition 4(j) of the General
Conditions
25.
Underlying Linked Notes Redemption
Not Applicable
Provisions
26.
Mandatory
Early
Redemption
Not Applicable
Provisions
27.
Early Redemption Amount

(i)
Early Redemption Amount(s) Condition 5(d)(iii)(A) of the General
payable
on
redemption
for Conditions applies
taxation reasons or illegality
(Condition 5(b) of the General
Conditions) or on Event of Default
(Condition 9 of the General
Conditions) or other relevant early
redemption
pursuant
to
the
Conditions and/or the method of
calculating the same:
(ii)
Early
Redemption
Amount Yes: no additional amount in respect of
includes amount in respect of accrued interest to be paid
accrued interest:
28.
Provisions
applicable
to
Physical
Not Applicable
Delivery
29.
Variation of Settlement

(i)
Issuer's or Intermediary's option to Not Applicable
vary settlement

8

GMTCH3752A

(ii)
Holder's option to vary settlement: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
30.
Administrator/Benchmark Event:
Condition 20 (Redemption or adjustment for
an Administrator/Benchmark Event) of the
General Conditions: Applicable

Early
Redemption
following
Administrator/Benchmark Event: Applicable
31.
USD Floating Rate Fallback Provisions:
Not Applicable
32.
Form of Notes:
Registered Notes

Regulation S Global Registered Note
Certificate registered in the name of a
nominee for a common depositary for
Euroclear and Clearstream, Luxembourg
33.
Governing Law:
English law applies
34.
New Safekeeping Structure:
Not Applicable
35.
Business Centres:
London, Montevideo and New York City
36.
Business Day Jurisdiction(s) or other London, Montevideo and New York City
special provisions relating to payment
dates:
37.
Renminbi Settlement Centre(s):
Not Applicable
38.
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising the
Issue Price and date on which each payment
is to be made and consequences (if any) of
failure to pay, including any right of the
Issuer to forfeit the Notes and interest due
on late payment:
39.
Details relating to Instalment Notes: Not Applicable
amount of each Instalment Amount
(including any maximum or minimum
Instalment Amount), date on which each
payment is to be made:
40.
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
41.
Consolidation provisions:
The provisions of Condition 12 of the General
Conditions apply
42.
Other terms and conditions:

- Schedule A (Redemption and Purchase Not Applicable
and Events of Default):
43.
Name and address of Calculation Agent:
Citibank, N.A., New York Branch at 580
Crosspoint Parkway, Getzville, NY 14068,
United States, acting through its IR Derivative
Calculations department/group (or any
successor department/group)

9

GMTCH3752A

44.
Determination Agent:
Calculation Agent
45.
Determinations:
Commercial Determination

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GMTCH3752A